133
efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014 Form 990 Return of Organization Exempt From Income Tax OMB No 1545-0047 Under section 501 ( c), 527, or 4947 ( a)(1) of the Internal Revenue Code ( except private 2O1 3 foundations) Department of the Treasury Do not enter Social Security numbers on this form as it may be made public By law, the IRS Open Internal Revenue Service generally cannot redact the information on the form Inspection - Information about Form 990 and its instructions is at www.IRS.gov/form990 For the 2013 calendar year, or tax year beginning 01 -01-2013 , 2013, and ending 12-31-2013 B Check if applicable C Name of organization D Employer identification number PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA F Address change 51-0216589 Doing Business As F Name change fl Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number 1801 Lind Avenue SW No 9016 Terminated (425)525-3985 - ( Amended return City or town, state or province, country, and ZIP or foreign postal code Renton, WA 980579016 1 Application pending G Gross receipts $ 1,724,724,506 F Name and address of principal officer H(a) Is this a group return for Rod Hochman MD subordinates? fl Yes F No 1801 Lind Avenue SW No 9016 Renton, WA 980579016 H(b) Are all subordinates 1 Yes (- No included? I Tax-exempt status F 501(c)(3) 1 501(c) ( ) I (insert no (- 4947(a)(1) or F_ 527 If "No," attach a list (see instructions) J Website : - http //california providence org/ H(c) Group exemption number 0- K Form of organization F Corporation 1 Trust F_ Association (- Other 0- L Year of formation 1903 M State of legal domicile CA Summary 1 Briefly describe the organization's mission or most significant activities Healthcare with special concern for the poor & vulnerable in So California w 2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets 3 Number of voting members of the governing body (Part VI, line la) . . . . . . . 3 17 4 N umber of independent voting members of the governing body (Part VI, line 1 b) . . . . 4 17 5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) . 5 11,239 6 Total number of volunteers (estimate if necessary) 6 3,048 7aTotal unrelated business revenue from Part VIII, column (C), line 12 . 7a 0 b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . 7b 0 Prior Year Current Year 8 Contributions and grants (Part VIII, line 1h) . 26,328,334 21,135,287 9 Program service revenue (Part VIII, line 2g) . 1,527,531,826 1,508,778,682 N 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . 9,541,035 9,489,475 11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 69,246,939 69,834,226 12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line 12) . . . . . . . . . . . . . . . . . . 1,632,648,134 1,609,237,670 13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) . 7,504,982 8,334,922 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) 924,318,561 867,419,912 16a Professional fundraising fees (Part IX, column (A), line 11e) 0 0 LLJ b Total fundraising expenses (Part IX, column (D), line 25) 0-461,216 17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) . . . . 739,451,851 788,168,830 18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 1,671,275,394 1,663,923,664 19 Revenue less expenses Subtract line 18 from line 12 . -38,627,260 -54,685,994 Beginning of Current End of Year Year 20 Total assets (Part X, l i n e 1 6 ) . . . . . . . . . . . . 4,259,536,833 5,581,007,297 % 21 Total l i a b i l i t i e s (Part X, l i n e 2 6 ) . . . . . . . . . . . . 3,517,644,082 4,778,524,981 ZLL 22 Net assets or fund balances Subtract line 21 from line 20 741,892,751 802,482,316 lijaW Signature Block Under penalties of perjury, I declare that I have examined this return, includin my knowledge and belief, it is true, correct, and complete Declaration of preps preparer has any knowledge Sign Signature of officer Here Todd Hofheins EVP/CFO Type or print name and title Print/Type preparer's name Preparers signature Sara Elizabeth I Hyre CPA Paid Firm's name 1- Clark Nuber PS Pre pare r Use Only Firm's address 1-10900 NE 4th Suite 1700 Bellevue, WA 98004 May the IRS discuss this return with the preparer shown above? (see instructs For Paperwork Reduction Act Notice, see the separate instructions.

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Page 1: 990 Return ofOrganization ExemptFromIncomeTax990s.foundationcenter.org/990_pdf_archive/510/510216589/510216589... · $250,000 to 14 nonprofit groups in the San Fernando and Santa

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

Form990 Return of Organization Exempt From Income Tax OMB No 1545-0047

Under section 501 ( c), 527, or 4947( a)(1) of the Internal Revenue Code ( except private2O1 3foundations)

Department of the Treasury Do not enter Social Security numbers on this form as it may be made public By law, the IRSOpen

Internal Revenue Service generally cannot redact the information on the formInspection

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

For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013

B Check if applicableC Name of organization D Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

F Address change 51-0216589Doing Business As

F Name change

fl Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number1801 Lind Avenue SW No 9016

Terminated(425)525-3985

-( Amended return City or town, state or province, country, and ZIP or foreign postal codeRenton, WA 980579016

1 Application pending G Gross receipts $ 1,724,724,506

F Name and address of principal officer H(a) Is this a group return forRod Hochman MD subordinates? fl Yes F No1801 Lind Avenue SW No 9016Renton, WA 980579016 H(b) Are all subordinates 1 Yes (- No

included?

I Tax-exempt status F 501(c)(3) 1 501(c) ( ) I (insert no (- 4947(a)(1) or F_ 527 If "No," attach a list (see instructions)

J Website : - http //california providence org/ H(c) Group exemption number 0-

K Form of organization F Corporation 1 Trust F_ Association (- Other 0- L Year of formation 1903 M State of legal domicile CA

Summary

1 Briefly describe the organization's mission or most significant activitiesHealthcare with special concern for the poor & vulnerable in So California

w

2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets

3 Number of voting members of the governing body (Part VI, line la) . . . . . . . 3 17

4 N umber of independent voting members of the governing body (Part VI, line 1 b) . . . . 4 17

5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) . 5 11,239

6 Total number of volunteers (estimate if necessary) 6 3,048

7aTotal unrelated business revenue from Part VIII, column (C), line 12 . 7a 0

b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . . 7b 0

Prior Year Current Year

8 Contributions and grants (Part VIII, line 1h) . 26,328,334 21,135,287

9 Program service revenue (Part VIII, line 2g) . 1,527,531,826 1,508,778,682

N 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . 9,541,035 9,489,475

11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 69,246,939 69,834,226

12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line12) . . . . . . . . . . . . . . . . . . 1,632,648,134 1,609,237,670

13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) . 7,504,982 8,334,922

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), lines5-10) 924,318,561 867,419,912

16a Professional fundraising fees (Part IX, column (A), line 11e) 0 0

LLJb Total fundraising expenses (Part IX, column (D), line 25) 0-461,216

17 Other expenses (Part IX, column (A), lines 11a-11d, 11f-24e) . . . . 739,451,851 788,168,830

18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 1,671,275,394 1,663,923,664

19 Revenue less expenses Subtract line 18 from line 12 . -38,627,260 -54,685,994

Beginning of CurrentEnd of Year

Year

20 Total assets (Part X, l i n e 1 6 ) . . . . . . . . . . . . 4,259,536,833 5,581,007,297

% 21 Total l i a b i l i t i e s (Part X, l i n e 2 6 ) . . . . . . . . . . . . 3,517,644,082 4,778,524,981

ZLL 22 Net assets or fund balances Subtract line 21 from line 20 741,892,751 802,482,316

lijaW Signature Block

Under penalties of perjury, I declare that I have examined this return, includinmy knowledge and belief, it is true, correct, and complete Declaration of prepspreparer has any knowledge

SignSignature of officer

Here Todd Hofheins EVP/CFO

Type or print name and title

Print/Type preparer's name Preparers signatureSara Elizabeth I Hyre CPA

PaidFirm's name 1- Clark Nuber PS

Pre pare rUse Only Firm's address 1-10900 NE 4th Suite 1700

Bellevue, WA 98004

May the IRS discuss this return with the preparer shown above? (see instructs

For Paperwork Reduction Act Notice, see the separate instructions.

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Form 990 (2013) Page 2

Statement of Program Service AccomplishmentsCheck if Schedule 0 contains a response or note to any line in this Part III .F

1 Briefly describe the organization's mission

As People of Providence, we reveal God's love for all, especially the poor and vulnerable, through our compassionate service Healthcare withspecial concern for the poor & vulnerable in Southern California

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

If "Yes," describe these new services on Schedule 0

3 Did the organization cease conducting, or make significant changes in how it conducts, any programservices? . . . . . . . . . . . . . . . . . . . . . . . . . . . . F Yes F No

If "Yes," describe these changes on Schedule 0

4 Describe the organization's program service accomplishments for each of its three largest program services, as measured byexpenses 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 $ 950,684,491 including grants of $ 0 ) (Revenue $ 1,041,144,011

Acute Care - Inpatient Patient Days - 309,991Admissions - 70,5370UR MISSION - As people of Providence, we reveal God's love for all, especially the poor andvulnerable, through our compassionate service OUR CORE VALUES - Respect, Compassion, Justice, Excellence, and StewardshipPROVIDENCE CARESProvidenceHealth System-Southern California is a not-for-profit network of hospitals, care centers, physicians, clinics, home health services and affiliated services We continuea tradition of caring that the Sisters of Providence began in the West 150 years ago There is nothing more valuable than good health When the unemployment ratein Los Angeles County surpassed 10 percent, many people were in need of help with not only basic healthcare needs, but critical needs Providence Health & ServicesSouthern California answered needs across the region, contributing nearly $183 million in charity care and in services to the under-served in 2013 through itscommunity benefits program Providence Cares We care about school children who've never seen a dentist, about indigent emergency patients who desperatelyneed follow-up care and for the elderly who need a ride to the doctor or Just a friendly phone call to say hello In the South Bay, employees collected many boxes ofChristmas gifts for families in need, many for working families who had lost their homes In the San Fernando Valley, an outbreak of whooping cough prompted ourSchool Nurse Program to provide free vaccinations to children Providence Cares about the communities we serve We understand the importance of preventive careand provide several programs aimed at keeping people out of the hospital by meeting their basic healthcare needs, diagnosing chronic illnesses and providing carebefore treatable conditions become critical We are driven by a commitment to the Providence Mission of compassionate care for all, especially the poor andvulnerable, and to our core values of Respect, Compassion, Justice, Stewardship and Excellence Providence honored that tradition in 2012 by providing a total of$250,000 to 14 nonprofit groups in the San Fernando and Santa Clarita valleys that served the homeless, the uninsured in need of medical care, school children inlow-income areas and others in need The money came from the Mother Joseph Fund, which held a portion of proceeds from the Valley Service Area ministries Aspart of the South Bay Service Area's community benefits programs, employees of Providence Little Company of Mary Medical Center San Pedro donated children'soutfits to Barton School Nearly 60 percent of the school's 800 children are from lower-income households The ministry also collected more than 200 pairs of shoesto donate to a project that helped the homeless Finally, a Christmas appeal drew gifts for 23 families in need We help our neighbors across Southern California -and the West - because Providence Cares OUR FACILITIES Providence Saint Joseph Medical Center in BurbankProvidence Holy Cross Medical Center in MissionHillsProvidence Tarzana Medical Center in TarzanaProvidence Little Company of Mary Medical Center in TorranceProvidence Little Company of Mary Medical Centerin San PedroProvidence Health System - Southern California has entered into a joint agreement with the Bioethics Institute at Loyola Marymount University inWestchester, California Loyola Marymount faculty will now be available to Providence hospitals to assist with bioethics education

4b (Code ) ( Expenses $ 360,097,135 including grants of $ 0 ) (Revenue $ 394,361,094 )

Acute Care - Outpatient - including emergency/trauma services Patient Visits - 750,637San Pedro Peninsula Hospital dba Little Company of Mary-San Pedro Hospital(LCM-SPH) provides care to the sick and dying and their families through the Catholic Health Ministry In October 1992, LCM-SPH affiliated with Little Company ofMary Health Services (LCMHS) and became part of its integrated system Due to the changing economic conditions of health care, LCMHS sought a strategic partnerto be able to continue its commitment to meet the health needs of the community and remain financially strong On September 1, 1999 LCMHS affiliated withProvidence Health & Services, an exempt 501(c)(3) corporation headquartered in Renton, Washington Providence Health & Services is a not - for - profit Catholicorganization with the same mission and values as LCMHS and its affiliated organizations LCM-SPH accomplishes its Mission of providing health care services to thecommunity in a variety of hospital and ambulatory settings LCM-SPH operates an acute general hospital that provides comprehensive inpatient, outpatient andemergency services Major service areas within the acute hospital include medical/surgical, obstetrics, geropsychiatry, rehabilitation and chemical dependency Thehospital also has an outpatient diagnostic imaging center In addition to its acute hospital, LCM-SPH provides sub-acute care services to the community The Missionof Little Company of Mary Sisters and the Sisters of Providence is reflected in the historical significance of their names to continue the healing ministry of JesusThey are committed to care for the sick, dying and needy Providence Health & Services Southern California - LCM Services Area is committed to the fulfillment ofthe Mission of the Sisters through the delivery of expanded charitable services In keeping with this mission it has established a Social Accountability budget to returnthe value of the system's tax exemption to the community Providence Little Company of Mary San Pedro was among the first recipients of Press Ganey's new BestPlace to Practice Award which was given to only six hospitals nationwide This award recognizes hospitals who have reached and sustained the 95th percentile ontheir physician surveys for two consecutive reporting periods that are not more than twenty-four months apart HealthGrades recognized Providence Tarzana MedicalCenter with 5-Star ratings for the treatment of heart attack and heart failure for the sixth consecutive year and Providence Saint Joseph Medical Center with aMaternity Care Excellence Award, ranking Providence Saint Joseph among the top five percent of rated hospitals in the nation for five years

4c (Code ) ( Expenses $ 66,899,452 including grants of $ 0 ) (Revenue $ 73,265,068 )

Long-Term Care, Subacute Skilled Nursing & Home Health Programs Long-Term Care Days - 94,177, Home Health Visits - 59,075

(Code ) ( Expenses $ 4,718,726 including grants of $ 0 ) (Revenue $ 6,137,530 )

Providence High School for children of the Northern San Fernando Valley and surrounding area School Days - 182 Students - 405 Providence High School is aCatholic, accredited, college-preparatory school for young men and women The School is located in the San Fernando Valley and serves the Greater Los Angelesarea The School offers a challenging college-preparatory academic program, carefully designed to give students opportunities for growth and experience inpreparation for university course work The School has received full accreditation from the Western Association of Schools and Colleges, and the Western CatholicEducational Association

(Code ) ( Expenses $ 0 including grants of $ 0 ) (Revenue $ 79,874

Health Care Joint Ventures

(Code ) (Expenses $ 8,334,922 including grants of $ 8,334,922 ) (Revenue $ 0

Grant & Allocations - See Schedule I

4d Other program services (Describe in Schedule 0 )

(Expenses $ 13,053,648 including grants of $ 8,334,922 ) (Revenue $ 6,217,404 )

4e Total program service expenses 0- 1,390,734,726

Form 990 (2013)

Page 3: 990 Return ofOrganization ExemptFromIncomeTax990s.foundationcenter.org/990_pdf_archive/510/510216589/510216589... · $250,000 to 14 nonprofit groups in the San Fernando and Santa

Form 990 (2013) Page 3

Checklist of Required Schedules

Yes No

1 Is the organization described in section 501(c)(3) or4947(a)(1) (other than a private foundation)? If "Yes," Yes

complete Schedule As . . . . . . . . . . . . . . . . . . . . . . . 1

2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? . 2 Yes

3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to No

candidates for public office? If "Yes,"complete Schedule C, Part Is . . . . . . . . . .

4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities, or have a section 501(h) Yes

election in effect during the tax year? If "Yes "complete Schedule C Part II . . . . . . . 4, ,

5 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 HIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 N o

6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have theright to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,"complete

Schedule D, Part I . . . . . . . . . . . . . . . . . . . . . . 6N o

7 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 IIS . 7 No

8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"N o

complete Schedule D, Part 111 19 . . . . . . . . . . . . . . . . . . . 8

9 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as acustodian 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 . . . . . . . . . . . . 9 No

10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, 10 Yespermanent endowments, or quasi-endowments? If "Yes,"complete Schedule D, Part V .

11 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

a Did the organization report an amount for land, buildings, and equipment in Part X, line 10?Yes

If "Yes," complete Schedule D, Part VI. . . . . . . . . . . . . . . . . . . . lla

b Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more ofNo

its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIS . . . . . . llb

c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more ofNo

its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII . . . . . . llc

d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assetsYes

reported in Part X, line 16? If "Yes," complete Schedule D, Part IX' . . . . . . . . . . . . lld

e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X I lle Yes

f Did the organization's separate or consolidated financial statements for the tax year include a footnote thatllf Y

addresses the organization's liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes,"completees

Schedule D, Part X. . . . . . . . . . . . . . . . . . . . . . . . . .

12a Did the organization obtain separate, independent audited financial statements for the tax year?

If "Yes," complete Schedule D, Parts XI and XII . . . . . . . . . . . . . . . . . 12a N o

b Was the organization included in consolidated, independent audited financial statements for the tax year? If12b Yes

"Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional

13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," completeScheduleE . .13 No

14a Did the organization maintain an office, employees, or agents outside of the United States? . 14a No

b 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 investmentsvalued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV . . . . . . . . 14b No

15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to orfor any foreign organization? If "Yes," complete Schedule F, Parts II and IV 15 No

16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or otherassistance to or for foreign individuals? If "Yes," complete Schedule F, Parts III and IV . . 16 No

17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part 17 No

IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Partl (seeinstructions) . . . . IN

18 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 . . . . . . . . . . . cS 18 Yes

19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If

I

19 No

"Yes," complete Schedule G, Part III . . . . . . . . . . . . . . . . . . . IN

20a Did the organization operate one or more hospital facilities? If "Yes,"complete Schedule H . 19 1 20a Yes

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

Form 990 (2013)

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Form 990 (2013) Page 4

Checklist of Required Schedules (continued)

21 Did the organization report more than $5,000 of grants or other assistance to any domestic organization or 21 Yes

1government on Part IX, column (A), line 1? If "Yes, "complete Schedule I, Parts I and II . . . IN

22 Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on 22Part IX, column (A), line 2? If "Yes," complete Schedule I, Parts I and III . S Yes

23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization'scurrent and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," 23 Yes

complete Schedule J . . . . . . . . . . . . . . . . . . . . . . IN

24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000as 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 Yes

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . 24b No

c Did the organization maintain an escrow account other than a refunding escrow at any time during the yearto defease any tax-exempt bonds? . 24c No

d Did the organization act as an on behalf of issuer for bonds outstanding at any time during the year? . 24d No

25a Section 501(c)( 3) and 501 ( c)(4) organizations . Did the organization engage in an excess benefit transaction witha disqualified person during the year? If "Yes," complete Schedule L, Part I . . . . . . . 25a No

b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prioryear, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 25b No

"Yes," complete Schedule L, Part I . . . . . . . . . . . . . . . . . . .

26 Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any currentor former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? 26 NoIf so, complete Schedule L, Part II . . . . . . . . . . . . . . . . . . . .

27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantialcontributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family 27 No

member of any of these persons? If "Yes," complete Schedule L, Part III . . . . . . . . .

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

a A current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, PartIV . . . . . . . . . . . . . . . . . . . . . . . . . 28a No

b A family member of a current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . 28b No

c A n entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) wasan officer, director, trustee, or direct or indirect owner? If "Yes,"complete Schedule L, Part IV . . 28c No

29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes,"completeScheduleM 29 No

30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualifiedconservation contributions? If "Yes," complete Schedule M . . . . . . . . . . . . . 30 No

31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,Part I . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 N o

32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes, " completeSchedule N, Part II . . . . . . . . . . . . . . . . . . . . . . 32 N o

33 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, PartI . . . . . . . . 95 1 33 No

34 Was the organization related to any tax-exempt or taxable entity? If "Yes,"complete Schedule R, Part II, III, orIV,

and Part V, line 1 . . . . . . . . . . . . . . . . . . . . . . . t 34 Yes

35a Did the organization have a controlled entity within the meaning of section 512(b)(13)?35a Yes

b 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 Yes

36 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, line2 . . . . . . . . . . . . . 36 No

37 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 37 No

38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 1 lb and 19?Note . All Form 990 filers are required to complete Schedule 0 . . . . . . . . . . 38 Yes

Form 990 (2013)

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Form 990 (2013) Page 5

MEW-Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule 0 contains a res p onse or note to an y line in this Part V .F

Yes No

la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 2,842

b Enter the number of Forms W-2G included in line la Enter -0- if not applicable lb 0

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportablegaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . 1c Yes

2a Enter the number of employees reported on Form W-3, Transmittal of Wage andTax Statements, filed for the calendar year ending with or within the year coveredby this return . . . . . . . . . . . . . . . . . 2a 11,239

b If at least one is reported on line 2a, did the organization file all required federal employment tax returns?2b Yes

Note . If the sum of lines la and 2a is greater than 250, you may be required to e-file (see instructions)

3a Did the organization have unrelated business gross income of $1,000 or more during the year? . . . 3a No

b If "Yes," has it filed a Form 990-T for this year? If 'No" to line 3b, provide an explanation in Schedule O . . . 3b

4a At any time during the calendar year, did the organization have an interest in, or a signature or other authorityover, a financial account in a foreign country (such as a bank account, securities account, or other financialaccount)? . . . . . . . . . . . . . . . . . . . . . . . . . . 4a No

b If "Yes," enter the name of the foreign country 0-See instructions for filing requirements for Form TD F 90-22 1, Report of Foreign Bank and Financial Accounts

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . .

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

c If "Yes," to line 5a or 5b, did the organization file Form 8886-T?

6a Does the organization have annual gross receipts that are normally greater than $100,000, and did theorganization solicit any contributions that were not tax deductible as charitable contributions? . .

b If "Yes," did the organization include with every solicitation an express statement that such contributions or giftswere not tax deductible? .

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

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

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

c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required tofile Form 82827 .

d If "Yes," indicate the number of Forms 8282 filed during the year 7d

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

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

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

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

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

9 Sponsoring organizations maintaining donor advised funds.

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

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

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

a Initiation fees and capital contributions included on Part VIII, line 12 . 10a

b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club 10bfacilities

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

a Gross income from members or shareholders . . . . . . . . 11a

b Gross income from other sources (Do not net amounts due or paid to other sourcesagainst 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?

b If "Yes," enter the amount of tax-exempt interest received or accrued during theyear . . . . . . . . . . . . . . . . . . . 12b

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

a 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 0

b Enter the amount of reserves the organization is required to maintain by the statesin which the organization is licensed to issue qualified health plans 13b

c Enter the amount of reserves on hand 13c

5a N o

5b N o

5c

6a N o

6b

7a Yes

7b Yes

7c I I N o

7e N o

7f N o

7g

7h

8

9a

9b

12a

13a

14a Did the organization receive any payments for indoor tanning services during the tax year? . . . 14a No

b If "Yes," has it filed a Form 720 to report these payments? If "No,"provide an explanation in Schedule 0 . 14b

Form 990 (2013)

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Form 990 (2013) Page 6

Governance , Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a"No" response to lines 8a, 8b, or 1Ob below, describe the circumstances, processes, or changes in Schedule 0.See instructions.Check if Schedule 0 contains a response or note to any line in this Part VI .F

Section A . Governing Body and Management

Yes No

la Enter the number of voting members of the governing body at the end of the taxla 17

year

If there are material differences in voting rights among members of the governingbody, or if the governing body delegated broad authority to an executive committeeor similar committee, explain in Schedule 0

b Enter the number of voting members included in line la, above, who areindependent . . . . . . . . . . . . . . . . . . lb 17

2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with anyother officer, director, trustee, or key employee? 2 No

3 Did the organization delegate control over management duties customarily performed by or under the direct3 No

supervision of officers, directors or trustees, or key employees to a management company or other person?

4 Did the organization make any significant changes to its governing documents since the prior Form 990 wasfiled? . . . . . . . . . . . . . . . . . . . . . . . . . . 4 No

5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 No

6 Did the organization have members or stockholders? 6 Yes

7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one ormore members of the governing body? . . . . . . . . . . . . . . . . . . . 7a Yes

b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, 7b Yesor persons other than the governing body?

8 Did the organization contemporaneously document the meetings held or written actions undertaken during theyear by the following

a The governing body? . . . . . . . . . . . . . . . . . . . . . . . . 8a Yes

b Each committee with authority to act on behalf of the governing body? 8b Yes

9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at theorganization 's mailing address? If "Yes,"provide the names and addresses in Schedule 0 . . . . . . 9 Yes

Section B. Policies ( This Section B requests information about p olicies not required b y the Internal Revenue Code.)Yes No

10a Did the organization have local chapters, branches, or affiliates? 10a No

b 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 filingthe form? . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a Yes

b Describe in Schedule 0 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

b Were officers, directors, or trustees, and key employees required to disclose annually interests that could giverise to conflicts? . . . . . . . . . . . . . . . . . . . . . . . . . 12b Yes

c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describein Schedule 0 how this was done . 12c Yes

13 Did the organization have a written whistleblower policy? 13 Yes

14 Did the organization have a written document retention and destruction policy? . 14 Yes

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

a The organization's CEO, Executive Director, or top management official 15a No

b Other officers or key employees of the organization 15b No

If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions)

16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with ataxable entity during the year? 16a Yes

b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate itsparticipation in joint venture arrangements under applicable federal tax law, and take steps to safeguard theorganization's exempt status with respect to such arrangements? . . . . . . . . . . 16b Yes

Section C. Disclosure

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

18 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

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

19 Describe in Schedule 0 whether (and if so, how) the organization made its governing documents, conflict ofinterest policy, and financial statements available to the public during the tax year

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization-Karl E Fritschel CPA 1801 Lind Ave SW 9016Renton,WA 980579016 (425)525-3339

Form 990 (2013)

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Form 990 (2013) Page 7

Compensation of Officers , Directors ,Trustees, Key Employees, Highest CompensatedEmployees , and Independent ContractorsCheck if Schedule 0 contains a response or note to any line in this Part VII .F

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

la Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization'stax year* 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 theorganization and any related organizations

* List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000of 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 theorganization, 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, highestcompensated employees, and former such persons

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

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom relatedorganizations

(F)Estimated

amount of othercompensation

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organization andrelated

organizations

Form 990 (2013)

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Form 990 (2013) Page 8

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

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom related

organizations (W-

(F)Estimated

amount of othercompensation

from thefor relatedorganizations

belowdotted line)

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C:SL

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m_

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!

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2/1099-MISC) 2/1099-MISC) organization andrelated

organizations

lb Sub-Total . . . . . . . . . . . . . . . . 0-

c Total from continuation sheets to Part VII, Section A . . . . 0-

d Total (add lines lb and 1c) . . . . . . . . . . . . 0- 1,996,854 25,100,831 6,570,363

Total number of individuals (including but not limited to those listed above) who received more than$100,000 of reportable compensation from the organization-1,395

Yes I No

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee

on line la? If "Yes," complete Schedule Jfor such individual . . . . . . . . . . . . . 3 Yes

4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from theorganization and related organizations greater than $150,0007 If "Yes," complete Schedule -7 for such

individual . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Yes

Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for

services rendered to the organization? If "Yes," complete Schedule Jfor such person . . . . . . . 5 No

Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100,000 ofcompensation 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

Healthcare Partner Inc MED 19191 S Vermont Avenue 21F Torrance CA90502 Medical Services 10,060,609

Therapeutic Associates Inc 7100 Fort Dent Way Ste 220 Seattle WA 98188 Physical/Occup Therapy Svc 5,727,742

Transcend Services Inc PO Box 740209 Atlanta GA 303740209 Medical Records Services 3,313,507

Buena Vista Anesthesia Med Group 225 South Lake Street Pasadena CA 91101 Medical Services 2,903,963

Navigant Consulting Inc 4511 Paysphere Circle Chicago IL60674 Consulting Services 2,349,564

2 Total number of independent contractors (including but not limited to those listed above) who received more than$100,000 of compensation from the organization 0-188

Form 990 (2013)

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Form 990 (2013) Page 9

Statement of RevenueCheck if Schedule 0 contains a response or note to any line in this Part VIII F

(A) (B) (C) (D)Total revenue Related or Unrelated Revenue

exempt business excluded fromfunction revenue tax underrevenue sections

512-514

la Federated campaigns . laZ

r = b Membership dues . . . . lb 5,560

6- O

0 E c Fundraising events . . . . 1c 4,350

d Related organizations . ld 10,431,626

tJ'E e Government grants (contributions) le 10,425,228

f All other contributions, gifts, grants, and 1f 268,523Q similar amounts not included above

g Noncash contributions included in linesla-If $

h Total . Add lines la-1f . 21,135,287

Business Code

2a Acute - Inpatient 900099 1,036,865,291 1,036,865,291

a2 b Acute - Outpatient 621400 392,740,414 392,740,414

C LTC/HomeCare/Hospice 623000 72,963,975 72,963,975

d Tuition & Fees 611600 6,129,128 6,129,128

e Healthcare JVs 900099 79,874 79,874

f All other program service revenue

g Total . Add lines 2a-2f . . . . . . . . 0- 1,508,778,682

3 Investment income (including dividends, interest,and other similar amounts) . . . . . . 5,938,354 5,938,354

4 Income from investment of tax-exempt bond proceeds •

5 Royalties .

(i) Real (ii) Personal

6a Gross rents 3,445,593

b Less rental 2,398,082expenses

c Rental income 1,047,511or (loss)

d Net rental inco me or (loss) . lim- 1,047,511 1,047,511

(i) Securities (ii) Other

7a Gross amountfrom sales of 116,191,392 85,899assets otherthan inventory

b Less cost orother basis and 112,726,170 0sales expenses

c Gain or (loss) 3,465,222 85,899

d Net gain or (loss) . lim- 3,551,121 3,551,121

8a Gross income from fundraisingW events (not including

$ 4,350

of contributions reported on line 1c)W See Part IV, line 18

L a 95,986

s b Less direct expenses . b 38,967

c Net income or (loss) from fundraising events 0- 57,019 57,019

9a Gross income from gaming activitiesSee Part IV, line 19 . .

a 8,540

b Less direct expenses . b 514

c Net income or (loss) from gaming acti vities . .- 8,026 8,026

10a Gross sales of inventory, lessreturns and allowances .

a 433,620

b Less cost of goods sold . b 323,103

c Net income or (loss) from sales of inventory . lim- 110,517 110,517

Miscellaneous Revenue Business Code

11a Cafeteria 722210 5,054,769 5,054,769

b Pharmacy Services 446110 2,514,052 2,514,052

c Laboratory Services 621500 206,716 206,716

d All other revenue 60,835,616 6,002,179 54,833,437

e Total.Add lines 11a-11d 0-68,611,153

12 Total revenue . See Instructions 0- 11,609,237,670 1,514,987,577 0 73,114,806

Form 990 (2013)

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Form 990 (2013) Page 10

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 0 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 andgeneral expenses

(D)Fundraisingexpenses

1 Grants and other assistance to governments and organizations

in the United States See Part IV, line 217,732,850 7,732,850

2 Grants and other assistance to individuals in the

United States See Part IV, line 22602,072 602,072

3 Grants and other assistance to governments,organizations , and individuals outside the UnitedStates See Part IV, lines 15 and 16

4 Benefits paid to or for members

5 Compensation of current officers, directors , trustees, and

key employees 5,186,096 5,186,096

6 Compensation not included above, to disqualified persons(as defined under section 4958(f)(1)) and personsdescribed in section 4958( c)(3)(B)

7 Other salaries and wages 575,621,992 516,030,015 59,288,210 303,767

8 Pension plan accruals and contributions ( include section 401(k)and 403(b) employer contributions ) 44 ,751,865 35,796,268 8,951,418 4,179

9 Other employee benefits 199 ,178,071 174,723,589 24,428,639 25,843

10 Payroll taxes 42,681,888 38,001,758 4,657,524 22,606

11 Fees for services ( non-employees)

a Management . .

b Legal 3,588 ,450 314,644 3,273,806

c Accounting 16,090 16,090

d Lobbying 16,552 16,552

e Professional fundraising services See Part IV, line 17

f Investment management fees 192,223 192,223

g Other ( If line 11g amount exceeds 10 % of line 25,

column ( A) amount, list line 11g expenses on

Schedule 0 ) . 152,486,428 121,474,676 31,001,759 9,993

12 Advertising and promotion 5,955,611 93,043 5,802,466 60,102

13 Office expenses 36,280,920 28,136,535 8,111,512 32,873

14 Information technology 25,321,073 13,960,496 11,360,577

15 Royalties

16 Occupancy 31,811,022 22,726,982 9,084,040

17 Travel 1,734,593 892,056 842,537

18 Payments of travel or entertainment expenses for any federal,state, or local public officials

19 Conferences , conventions , and meetings 986,835 431,007 554,770 1,058

20 Interes t 32,030,201 32,030,201

21 Payments to affiliates 62,358,273 62,358,273

22 Depreciation , depletion, and amortization 73,499,787 39,241,636 34,258,151

23 Insurance 15,069,026 14,075,610 993,416

24 Other expenses Itemize expenses not covered above (Listmiscellaneous expenses in line 24e If line 24e amount exceeds 10%of line 25, column ( A) amount, list line 24e expenses on Schedule 0

a Medical Supplies 188,663,850 188,663,850

b Healthcare Taxes 66,458,543 66,458,543

c Bad Debts 45,446,354 45,446,354

d Provider Taxes 39,875,126 39,875,126

e All other expenses 6,377,873 4,027,415 2,349,663 795

25 Total functional expenses. Add lines 1 through 24e 1,663,923,664 1,390,734,726 272,727,722 461,216

26 Joint costs. Complete this line only if the organizationreported in column ( B) joint costs from a combinededucational campaign and fundraising solicitation Checkhere F- if following SOP 98-2 (ASC 958-720)

Form 990 (2013)

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Form 990 (2013) Page 11

Balance SheetCheck if Schedule 0 contains a response or note to any line in this Part X F

(A) (B)Beginning of year End of year

1 Cash-non-interest-bearing 2,241,499 1 2,887,547

2 Savings and temporary cash investments . . . . . . . . 70,255,720 2 84,812,332

3 Pledges and grants receivable, net 409,030 3 198,749

4 Accounts receivable, net . . . . . . . . . . . . 207,812,822 4 211,635,758

5 Loans and other receivables from current and former officers, directors, trustees,key employees, and highest compensated employees Complete Part II ofSchedule L . .

5

6 Loans and other receivables from other disqualified persons (as defined undersection 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributingemployers 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 . . . . . . . . . . . . 51,658,210 7 54,561,675

'cc8 Inventories for sale or use 22,881,102 8 20,278,476

9 Prepaid expenses and deferred charges . 16,312,135 9 4,269,617

10a Land, buildings, and equipment cost or other basisComplete Part VI of Schedule D 10a 1,737,693,333

b Less accumulated depreciation . . . . 10b 975,918,649 821,735,067 10c 761,774,684

11 Investments-publicly traded securities . 93,667,627 11 130,722,413

12 Investments-other securities See Part IV, line 11 12

13 Investments-program-related See Part IV, line 11 93,078,295 13 102,772,666

14 Intangible assets . . . . . . . . . . . . . . 14

15 Other assets See Part IV, line 11 . . . . . . . . . . 2,879,485,326 15 4,207,093,380

16 Total assets . Add lines 1 through 15 (must equal line 34) . 4,259,536,833 16 5,581,007,297

17 Accounts payable and accrued expenses . . . . . . . . 169,015,012 17 168,306,647

18 Grants payable . . . . . . . . . . . . . . . . 13,511 18 22,590

19 Deferred revenue . . . . . . . . . . . . . . . 6,340,155 19 7,277,577

20 Tax-exempt bond liabilities . . . . . . . . . . . . 430,590,000 20 425,700,000

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 ScheduleD . 2,911,685,404 25 4,177,218,167

26 Total liabilities . Add lines 17 through 25 . 3,517,644,082 26 4,778,524,981

Organizations that follow SFAS 117 (ASC 958), check here 1- F and complete

lines 27 through 29, and lines 33 and 34.

C5 27 Unrestricted net assets 689,287,304 27 745,806,491

Mca

28 Temporarily restricted net assets 31,505,699 28 35,132,071

r29 Permanently restricted net assets . . . . . . . . . . 21,099,748 29 21,543,754

_Organizations that do not follow SFAS 117 (ASC 958), check here 1 andFW_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 741,892,751 33 802,482,316

34 Total liabilities and net assets/fund balances . . . . . . 4,259,536,833 34 5,581,007,297

Form 990 (2013)

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Form 990 (2013) Page 12

« Reconcilliation of Net AssetsCheck if Schedule 0 contains a response or note to any line in this Part XI . F

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

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

3 Revenue less expenses Subtract line 2 from line 1

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

5 Net unrealized gains (losses) on investments

6 Donated services and use of facilities

7 Investment expenses . .

8 Prior period adjustments . .

9 Other changes in net assets or fund balances (explain in Schedule 0)

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

1 1,609,237,670

2 1,663,923,664

3 -54,685,994

4 741,892,751

5 3,768,300

6

7

8 40,081,886

9 71,425,373

10 802,482,316

Financial Statements and Reporting

Check if Schedule 0 contains a response or note to any line in this Part XII F

Yes No

1 Accounting method used to prepare the Form 990 fl Cash F Accrual (OtherIf the organization changed its method of accounting from a prior year or checked " Other," explain inSchedule 0

2a Were the organization 's financial statements compiled or reviewed by an independent accountant? 2a

If'Yes,'check a box below to indicate whether the financial statements for the year were compiled or reviewed ona separate basis, consolidated basis, or both

fl Separate basis fl Consolidated basis fl Both consolidated and separate basis

b Were the organization 's financial statements audited by an independent accountant? 2b Yes

If'Yes,'check a box below to indicate whether the financial statements for the year were audited on a separatebasis, consolidated basis, or both

fl Separate basis F Consolidated basis fl Both consolidated and separate basis

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

If the organization changed either its oversight process or selection process during the tax year, explain inSchedule 0

3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the

No

Single Audit Act and 0 MB Circular A-1 33? 3a Yes

b If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the 3b Yesrequired audit or audits, explain why in Schedule 0 and describe any steps taken to undergo such audits

Form 990 (2013)

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Additional Data

Software ID:

Software Version:

EIN: 51 -0216589

Name : PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, HighestCompensated Employees, and Independent Contractors

(A) (B) (C) (D) ( E) (F)Name and Title Average Position (do not check Reportable Reportable Estimated amount

hours per more than one box, unless compensation compensation of otherweek (list person is both an officer from the from related compensationany hours and a director/trustee) organization (W- organizations (W- from thefor related -

'

,^ =-n

2/1099-MISC) 2/1099-MISC) organization andorganizations ID boo LD related

below c 74 m (D 0 r organizationsdotted line) c

_a,

SL 'D 0

4

LEI

Michael Holcomb 10X X 0 60,335 0

Chair of the Board 8 60

Lucille Dean SP 10X 0 0 0

Director 9 40

Mary Corita Heid RSM 10X 0 0 0

Director 5 00

Michael A Stein 10X 0 18,335 0

Director 6 00

Eugene Al Parrish 10X 0 15,335 0

Director 5 00

Dana A Rasmussen 10X 0 18,335 0

Director 4 30

James S Roberts MD 10X 0 30,835 0

Director 9 00

Peter J Snow 10X 0 20,835 0

Director 5 70

Bob Wilson 10X 0 15,335 0

Director 5 00

Sallye Liner 10X 0 15,335 0

Director 4 00

Chery I M Scott 10X 0 15,335 0

Director 4 60

Ellen L Wolf 10X 0 15,335 0

Director 7 10

Isiaah Crawford 10X 0 15,335 0

Director 4 10

Martha Diaz Aszkenazy 10X 0 15,335 0

Director 7 70

Kirby McDonald 10X 0 15,335 0

Director 4 60

Dave Olsen 10X 0 15,335 0

Director 5 50

Charles Chuck Watts 10X 0 15,335 0

Director 4 60

John F Koster MD - Thru 0313 8 90X 0 3,202,727 247,248

President / CEO 45 10

Rod F Hochman MD - Eff 0413 10 80X 0 1,402,907 515,903

President / CEO 54 20

Todd Hofheins 9 90X 0 570,367 90,110

EVP/CFO 50 10

Jeffrey W Rogers - Thru 513 8 30X 0 1,040,781 189,880

Corporate Secretary 41 70

Cindy Strauss - Eff 613 9 90X 0 955,824 248,254

SVP/Chief Counsel/Corp Secretary 50 10

Michael Hunn 60 00X 0 1,050,356 120,379

SVP/CEO - CA Region 0 00

Dave Mast 40 00X 0 434,698 68,853

CFO/CA Region 0 00

Terry L Smith 10X 0 1,612,950 226,158

SVP/Management Svcs 59 90

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Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, HighestCompensated Employees, and Independent Contractors

(A) (B) (C) (D) ( E) (F)Name and Title Average Position (do not check Reportable Reportable Estimated amount

hours per more than one box, unless compensation compensation of otherweek (list person is both an officer from the from related compensationany hours and a director/trustee) organization (W- organizations (W- from thefor related 0 ,o =

-n2/1099-MISC) 2/1099-MISC) organization and

organizations _ relatedbelow m 0 organizations

dotted line) i c rt `

LEI

CD

Deborah Burton 10X 0 1,347,109 66,039

SVP/Chief Nrsg Officer 64 90

Michael L Butler 10X 0 1,272,743 742,629

President/ Operations & Services 59 90

Randy Axelrod MD 10X 0 1,055,259 219,690

EVP/Clinical & Patient Svcs 59 90

Janice J Jones 10X 0 999,701 159,493

SVP/CAO 54 90

Myron Berdischewsky MD 10X 0 855,510 158,577

SVP/CMQO 59 90

Jack Friedman 10X 0 826,281 177,752

SVP/Account Care & Payor Rel 54 90

Ray Williams 10X 0 761,267 203,589

SVP/Physicians Svcs 54 90

Cindra R Syverson 10X 0 717,450 292,188

SVP/CHRO 59 90

Craig L Wright MD 10X 0 708,798 451,637

SVP/Physicians Svcs 59 90

John 0 Mudd 10X 0 542,246 208,258

SVP/Mission Leadership 54 90

Claudia Haglund 10X 0 494,375 157,049

VP/Governance & Sponsorship 49 90

Joel S Gilbertson 10X 0 456,594 126,245

SVP/Comm Ptrshp & External Affairs 54 90

David Brown 10X 0 434,606 168,959

VP/Strategy & Innovation 54 90

Orest Holubec 10X 0 423,960 61,310

SVP/Marketing & Communications 59 90

Michael Rembis 40 00X 0 608,560 219,669

CEO - PSJMC 0 00

Elizabeth Dunne 40 00X 0 587,221 170,390

CEO - LCMMC - Torrance 0 00

Nancy Carlson 50 00X 0 526,239 183,203

CEO - LCMMC - San Pedro 0 00

Gerald Clute 40 00X 0 431,047 140,335

CEO - PTMC 0 00

Dale Surowitz 59 00X 0 540, 243 227, 914

CEO - Valley Community 0 00

Glenn Komatsu 40 00X 432,752 0 40,125

CMO - TCH 0 00

Pat ModrzeJewski 1 00X 393,931 0 34,581

Chief Development Officer 55 00

Richard Glimp 40 00X 393,054 0 30,281

CMO - LCMH 0 00

Teresa David 0 00X 389, 214 0 28, 661

COO - Facey Med Foundation 40 00

James Corwin 0 00X 387,903 0 35,066

CFO - Facey Med Foundation 40 00

Karl Carrier 0 00X 0 181,409 201,988

Former CFO 0 00

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Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, HighestCompensated Employees, and Independent Contractors

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom related

organizations (W-

(F)Estimated amount

of othercompensation

from thefor relatedorganizations

0_

,o =-n

2/1099-MISC) 2/1099-MISC) organization andrelated

below m 0 organizationsdotted line) i c rt ` -

LEI

CD

Kerry Carmody 0 00X 0 757,578 357,950

Former COO 0 00

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efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULE A Public Charity Status and Public SupportOMB No 1545-0047

(Form 990 or 990EZ) Complete if the organization is a section 501(c)( 3) organization or a section 4947(a)(1)2013nonexempt charitable trust.

Department of the Oil Attach to Form 990 or Form 990-EZ . Oil See separate instructions . Open PublicTreasury Oil Information about Schedule A (Form 990 or 990-EZ) and its instructions is at Inspe cti o nInternal Revenue Service

www.irs.gov Iform 990.

Name of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

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)

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

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

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

4 1 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 state5 1 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 )

6 1 A federal, state, or local government or governmental unit described in section 170 ( b)(1)(A)(v).

7 1 An organization that normally receives a substantial part of its support from a governmental unit or from the general publicdescribed in section 170 ( b)(1)(A)(vi ). (Complete Part II )

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

9 1 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 )

10 1 An organization organized and operated exclusively to test for public safety See section 509(a)(4).

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

a fl Type I b fl Type II c fl Type III - Functionally integrated d fl Type III - Non- functionally integrated

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

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

g Since August 17, 2006, has the organization accepted any gift or contribution from any of thefollowing persons?(i) A person who directly or indirectly controls , either alone or together with persons described in (ii) Yes No

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)

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

(i) Name of (ii) EIN (iii) Type of (iv) Is the (v) Did you notify (vi) Is the (vii) Amount ofsupported organization organization in the organization organization in monetary

organization (described on col (i) listed in in col (i) of your col (i) organized supportlines 1- 9 above your governing support? in the U S ?or IRC section document?

(seeinstructions))

Yes No Yes No Yes No

Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ . Cat No 11285F ScheduleA(Form 990 or 990-EZ)2013

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Schedule A (Form 990 or 990-EZ) 2013 Page 2

MU^ 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 underPart III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A . Public SupportCalendar year (or fiscal year beginning (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total

in) 111111 Gifts, grants, contributions, and

membership fees received (Do notinclude any "unusualgrants ")

2 Tax revenues levied for theorganization's benefit and eitherpaid to or expended on itsbehalf

3 The value of services or facilitiesfurnished by a governmental unit tothe organization without charge

4 Total .Add lines 1 through 3

5 The portion of total contributionsby each person (other than agovernmental unit or publiclysupported organization) included online 1 that exceeds 2% of theamount shown on line 11, column(f)

6 Public support . Subtract line 5 fromline 4

Section B. Total SupportCalendar year ( or fiscal year beginning (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total

in) ►7 Amounts from line 4

8 Gross income from interest,dividends, payments received onsecurities loans, rents, royaltiesand income from similarsources

9 Net income from unrelatedbusiness activities, whether or notthe business is regularly carriedon

10 Other income Do not include gainor loss from the sale of capitalassets (Explain in Part IV )

11 Total support (Add lines 7 through10)

12 Gross receipts from related activities, etc (see instructions) 12

13 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, checkthis box and stop here . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ^.

Section C. Com p utation of Public Support Percenta g e14 Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) 14

15 Public support percentage for 2012 Schedule A, Part II, line 14 15

16a 331 / 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 boxand stop here . The organization qualifies as a publicly supported organization

b 331 / 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 thisbox and stop here . The organization qualifies as a publicly supported organization

17a 10%-facts-and -circumstances test - 2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here . Explainin Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supportedorganization

b 10%-facts-and-circumstances test -2012 . If the organization did not check a box on line 13, 16a, 16b, or 17a, and line15 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 publiclysupported organization

18 Private foundation . If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and seeinstructions

Schedule A (Form 990 or 990-EZ) 2013

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Schedule A (Form 990 or 990-EZ) 2013 Page 3

IMMITM 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 underPart II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A . Public SupportCalendar year ( or fiscal year beginning (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total

in) 111111 Gifts, grants, contributions, and

membership fees received (Do notinclude any "unusual grants ")

2 Gross receipts from admissions,merchandise sold or servicesperformed, or facilities furnished inany activity that is related to theorganization's tax-exemptpurpose

3 Gross receipts from activities thatare not an unrelated trade orbusiness under section 513

4 Tax revenues levied for theorganization's benefit and eitherpaid to or expended on itsbehalf

5 The value of services or facilitiesfurnished by a governmental unit tothe organization without charge

6 Total . Add lines 1 through 5

7a Amounts included on lines 1, 2,and 3 received from disqualifiedpersons

b Amounts included on lines 2 and 3received from other thandisqualified persons that exceedthe greater of$5,000 or 1% of theamount on line 13 for the year

c Add lines 7a and 7b

8 Public support (Subtract line 7cfrom line 6 )

Section B. Total SuuuortCalendar year ( or fiscal year beginning (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total

in) ►9 Amounts from line 6

10a Gross income from interest,dividends, payments received onsecurities loans, rents, royaltiesand income from similarsources

b Unrelated business taxableincome (less section 511 taxes)from businesses acquired afterJune 30, 1975

c Add lines 10a and 10b

11 Net income from unrelatedbusiness activities not includedin line 10b, whether or not thebusiness is regularly carried on

12 Other income Do not includegain or loss from the sale ofcapital assets (Explain in PartIV )

13 Total support . (Add lines 9, 1Oc,11, and 12 )

14 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

Section C. Computation of Public Support Percentage

15 Public support percentage for 2013 ( line 8, column (f) divided by line 13, column (f)) 15

16 Public support percentage from 2012 Schedule A, Part III, line 15 16

Section D. Com putation of Investment Income Percenta g e

17 Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) 17

18 Investment income percentage from 2012 Schedule A , Part III, line 17 18

19a 331 / 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 notmore than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F-

b 331 / 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 18is not more than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F-

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

Schedule A (Form 990 or 990-EZ) 2013

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Schedule A (Form 990 or 990-EZ) 2013 Page 4

Supplemental Information . Provide the explanations required by Part II, line 10; Part II, line 17a or17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

I Return Reference I Explanation I

Schedule A (Form 990 or 990-EZ) 2013

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l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULE C Political Campaign and Lobbying Activities OMB No 1545-0047

(Form 990 or 990-EZ )For Organizations Exempt From Income Tax Under section 501 ( c) and section 527 2013

Department of the Treasury 1- Complete if the organization is described below . 0- Attach to Form 990 or Form 990-EZ.

Internal Revenue Service0- See separate instructions. 0- Information about Schedule C (Form 990 or 990-EZ) and its •

instructions is at www.irs. gov form 990.

If the organization answered "Yes" to Form 990, Part IV , Line 3 , or Form 990-EZ, Part V, line 46 ( Political Campaign Activities), then• Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C• Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B• Section 527 organizations Complete Part I-A only

If the organization answered "Yes" to Form 990, Part IV , Line 4, or Form 990-EZ , Part VI, line 47 (Lobbying Activities), then• Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II-B• Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B Do not complete Part II-A

If the organization answered "Yes" to Form 990, Part IV , Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c ( Proxy Tax), then* Section 501(c)(4), (5), or (6) organizations Complete Part IIIName of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

51-0216589

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

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

2 Political expenditures 0- $

3 Volunteer hours

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

1 Enter the amount of any excise tax incurred by the organization under section 4955 0- $

2 Enter the amount of any excise tax incurred by organization managers under section 4955 0- $

3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? fl Yes fl No

4a Was a correction made? fl Yes fl No

b If "Yes," describe in Part IV

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

1 Enter the amount directly expended by the filing organization for section 527 exempt function activities 0- $

2 Enter the amount of the filing organization's funds contributed to other organizations for section 527exempt function activities 0- $

3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b 0- $

4 Did the filing organization file Form 1120-POL for this year? fl Yes fl No

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

(a) Name (b) Address (c) EIN (d ) Amount paid fromfiling organization's

funds If none, enter -0-

(e) Amount of politicalcontributions received

and promptly anddirectly delivered to a

separate politicalorganization If none,

enter -0-

i-or raperworK rteauction Act Notice, see the instructions Tor corm 99U or yyu -tc. Cat No 50084S Schedule C (Form 990 or 990-EZ) 2013

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Schedule C (Form 990 or 990-EZ) 2013 Page 2

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

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

B Check - (- if the filing organization checked box A and "limited control" provisions apply

Limits on Lobbying Expenditures(a) Filing (b) Affiliated

(The term "expenditures" means amounts paid or incurred .)organization's group

totals totals

la Total lobbying expenditures to influence public opinion (grass roots lobbying)

b Total lobbying expenditures to influence a legislative body (direct lobbying)

c Total lobbying expenditures (add lines la and 1b)

d Other exempt purpose expenditures

e Total exempt purpose expenditures (add lines 1c and 1d)

f Lobbying nontaxable amount Enter the amount from the following table in bothcolumns

If the amount on line le, column ( a) or (b ) is: The lobbying nontaxable amount is:

Not over $500,000 20% of the amount on line le

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

g Grassroots nontaxable amount (enter 25% of line 1f)

h Subtract line 1g from line la If zero or less, enter-0-

i Subtract line 1f from line 1c If zero or less, enter-0- LEi If there is an amount other than zero on either line 1h or line 11, did the organization file Form 4720 reporting

section 4911 tax for this year? F- Yes F- No

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five

columns below. See the instructions for lines 2a through 2f on page 4.)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal yearbeginning in)

(a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) Total

2a Lobbying nontaxable amount

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

c Total lobbying expenditures

d Grassroots nontaxable amount

e Grassroots ceiling amount150% of line 2d column e

f Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2013

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Schedule C (Form 990 or 990-EZ) 2013 Pa g e 3Complete if the organization is exempt under section 501 ( c)(3) and has NOTfiled Form 5768 election under section 501 ( h )) .

For each "Yes " response to lines la through li below, provide in Part IV a detailed description of the lobbying(a) (b)

activity. Yes No Amount

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

a Volunteers? No

b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? No

c Media advertisements? No

d Mailings to members, legislators, or the public? Yes

e Publications, or published or broadcast statements? No

f Grants to other organizations for lobbying purposes? No

g Direct contact with legislators, their staffs, government officials, or a legislative body? Yes 16,552

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? No

i Other activities? No

j Total Add lines 1c through 11 16,552

2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? No

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

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

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

Complete if the organization is exempt under section 501(c)(4), section 501(c )( 5), or section501 ( c )( 6 ) .

Yes No

1 Were substantially all (90% or more) dues received nondeductible by members? 1

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

3 Did the organization agree to carry over lobbying and political expenditures from the prior year? 3

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

501(c )( 6) and if either ( a) BOTH Part 111-A, lines 1 and 2, are answered " No" OR (b) Part III-A,line 3 , is answered "Yes."

1 Dues, assessments and similar amounts from members 1

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

a Current year 2a

b Carryover from last year 2b

c Total 2c

3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues 3

4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excessdoes the organization agree to carryover to the reasonable estimate of nondeductible lobbying andpolitical expenditure next year? 4

5 Taxable amount of lobbying and political expenditures (see instructions) 5

Su lementalInformation

Provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list), Part II-A, line 2, andPart 11-13 , 1 Also , com p lete this D art for an y additional information

Return Reference Explanation

Part II-B, Line 1 Lobbying activities, with the exception of advocacy, are limited to direct contact with governmentofficials and mailings to the general public and legislators for the purpose of expressing opinions onlegislative matters Expenses include employee salaries, postage and incidental travelingexpenditures

Schedule C (Form 990 or 990-EZ) 2013

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Schedule D (Form 990) 2013

Schedule C (Form 990 or 990-EZ) 2013 Page 4

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lefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULE D Supplemental Financial StatementsOMB No 1545-0047

(Form 990)Complete if the organization answered "Yes," to Form 990,0- 2013

Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b

Department of the Treasury 0- Attach to Form 990. 0- See separate instructions . 1- Information about Schedule D (Form 990) •II. -

Internal Revenue Service and its instructions is at www.irs.gov/form990. t-I . -

Name of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

51-0216589Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts . Complete if theorg anization 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

5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advisedfunds are the organization's property, subject to the organization's exclusive legal control? F Yes I No

6 Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can beused only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purposeconferring impermissible private benefit? fl Yes fl No

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

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

1 Preservation of land for public use (e g , recreation or education) 1 Preservation of an historically important land area

1 Protection of natural habitat 1 Preservation of a certified historic structure

fl Preservation of open space

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

a Total number of conservation easements

b Total acreage restricted by conservation easements

c Number of conservation easements on a certified historic structure included in (a)

d Number of conservation easements included in (c) acquired after 8/17/06, and not on ahistoric structure listed in the National Register

Held at the End of the Year

2a

2b

2c

2d

3 N umber of conservation easements modified, transferred , released, extinguished , or terminated by the organization during

the tax year 0-

4 N umber of states where property subject to conservation easement is located 0-

5 Does the organization have a written policy regarding the periodic monitoring , inspection , handling of violations, andenforcement of the conservation easements it holds? fl Yes fl No

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

0-

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

0- $

8 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)? F Yes 1 No

9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, andbalance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describesthe organization's accounting for conservation easements

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

la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide, in Part XIII, the text of the footnote to its financial statements that describes these items

b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide the following amounts relating to these items

(i) Revenues included in Form 990, Part VIII, line 1 $

(ii)Assets included in Form 990, Part X $

2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide thefollowing amounts required to be reported under SFAS 116 (ASC 958) relating to these items

a Revenues included in Form 990, Part VIII, line 1 $

b Assets included in Form 990, Part X $

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule D ( Form 990) 2013

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Schedule D (Form 990) 2013 Page 2

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

3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of itscollection items (check all that apply)

a F_ Public exhibition d fl Loan or exchange programs

b 1 Scholarly research e (- Other

c F Preservation for future generations

4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose inPart XIII

5 During the year, did the organization solicit or receive donations of art, historical treasures or other similarassets to be sold to raise funds rather than to be maintained as part of the organization's collection? 1 Yes 1 No

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.

la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets notincluded on Form 990, Part X7 1 Yes F No

b If "Yes," explain the arrangement in Part XIII and complete the following table

c Beginning balance 1c

d Additions during the year ld

e Distributions during the year le

f Ending balance if

A mount

2a Did the organization include an amount on Form 990, Part X, line 21? fl Yes fl No

b If "Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XIII . . . . . . . . F

MWAF-Endowment Funds . Com p lete If the or anization answered "Yes" to Form 990 , Part IV, line 10.

la Beginning of year balance .

b Contributions

c Net investment earnings, gains, and losses

d Grants or scholarships

e Other expenditures for facilitiesand programs

f Administrative expenses .

g End of year balance

(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back

373,802 369,341 357,604 104,970 103,609

312 1,000 10,000 238,850

19,914 19,389 1,737 13,784 1,361

16,549 15,928

377,479 373,802 369,341 357,604 104,970

2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as

a Board designated or quasi-endowment 0- 0 %

b Permanent endowment 0- 100 000 %

c Temporarily restricted endowment 0- 0 %

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

3a Are there endowment funds not in the possession of the organization that are held and administered for theorganization by Yes No

(i) unrelated organizations . . . . . . . . . . . . . . . . . . . . . . . . 3a(i) No

(ii) related organizations . . . . . . . . . . . . . . . . . . . . . . 3a(ii) Yes

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

4 Describe in Part XIII the intended uses of the organization's endowment funds

Land , Buildings , and Equipment . Complete if the organization answered 'Yes' to Form 990, Part IV, line1 1 a See Form 990 Part X line 1(l

Description of property (a) Cost or otherbasis ( investment )

(b)Cost or otherbasis (other)

( c) Accumulateddepreciation

( d) Book value

la Land 103,140,767 103,140,767

b Buildings 837,203,287 356,004,315 481,198,972

c Leasehold improvements 28,203,326 21,167,118 7,036,208

d Equipment 756,451,443 598,747,216 157,704,227

e Other 12,694,510 12,694,510

Total . Add lines 1a through 1 e (Column (d) must equal Form 990, Part X, column (B), line 10 (c).) . . 0- 761,774,684

Schedule D (Form 990) 2013

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Schedule D (Form 990) 2013 Page 3

Investments-Other 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 (b)Book value (c) Method of valuation(including name of security) 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) 0. 11

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

(a) Description of investmentI I

(b) Book value (c) Method of valuationCost or end-of-year market value

Total . (Column (b) must equa l Form 990, Part X, col (8) line 13) R I I

n F.n6*.l Other Assets . Complete if the organization answered 'Yes' to Form 990. Part IV. line lld See Form 990. Part X. line 15

(a) Description ( b) Book value

(1) Unamortized Bond Financing Costs 6,417,695

(2) Due from Affiliates 4,122,044,675

(3) Miscellaneous Receivables 37,540,901

(4) Library Inventory 13,000

(5) Third Party Settlements 31,659,796

(6) Bond Premium Discount 5,366,891

(7) Trustee Held Funds 1,846,085

(8) Resident Trust Funds 4,881

(9) Acute Medicaid EHR Intent Rec 2,199,456

Total . (Column (b) must equal Form 990, Part X, co/.(8) line 15.) 4,207,093,380

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

1 (a) Description of liability (b) Book value

Federal income taxes

Due to Affiliates 4,029,083,425

Liability for Risk Sharing 2,780,020

Miscellaneous Other Liabilities 931,782

Capitalized Lease Obligation 4,677,572

LT Asset Retirement Obligation - FIN 47 14,233,927

IBNR Payable 2,540,790

Taxable Bond Issue 106,150,637

Third Party Settlements 14,098,442

Liability for Unpaid Claims 2,721,572

Total . (Column (b) must equal Form 990, Part X, col (B) line 25) 4,17 7,2 18 ,1 6 7

2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements thatreports the organization's liability for uncertain tax positions under FIN 48 (ASC 740) Check here if the text of the footnote has beenprovided in Part XIII F

Schedule D (Form 990) 2013

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Schedule D (Form 990) 2013 Page 4

Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete ifthe org anization 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

« Reconciliation of Expenses per Audited Financial Statements With Expenses per Return . Completeif the org anization 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

UT1174M Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb 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 additionalinformation

Return Reference Explanation

Part V, Line 4 Providence High School has one endowment fund established for scholarship purposes that is donor-restricted

Part X, Line 2 The Health System recognizes the effect of income tax positions only if those positions are morelikely than not of being sustained upon an audit by the taxing authority Recognized income taxpositions are measured at the largest amount that is greater than 50% likely of being realizedChanges in recognition or measurement are reflected in the period in which the change in judgmentoccurs

Schedule D (Form 990) 2013

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Schedule D (Form 990) 2013

Schedule D (Form 990) 2013 Page 5

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Additional Data

Software ID:

Software Version:

EIN: 51 -0216589

Name : PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Form 990, Schedule D, Part IX, - Other Assets(a) Description ( b) Book value

(1) Unamortized Bond Financing Costs 6,417,695

(2) Due from Affiliates 4,122,044,675

(3) Miscellaneous Receivables 37,540,901

(4) Library Inventory 13,000

(5) Third Party Settlements 31,659,796

(6) Bond Premium Discount 5 ,366,891

(7) Trustee Held Funds 1,846,085

(8) Resident Trust Funds 4,881

(9) Acute Medicaid EHR Incent Rec 2,199,456

Form 990, Schedule D, Part X, - Other Liabil1 (a) Description of Liability

ities(b) Book Value

Due to Affiliates 4,029,083,425

Liability for Risk Sharing 2,780,020

Miscellaneous Other Liabilities 931,782

Capitalized Lease Obligation 4,677,572

LT Asset Retirement Obligation - FIN 47 14,233,927

IBNR Payable 2,540,790

Taxable Bond Issue 106,150,637

Third Party Settlements 14,098,442

Liability for Unpaid Claims 2,721,572

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efile GRAPHIC rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULEG Supplemental Information Regarding OMB No 1545-0047

(Form 990 or 990-EZ) Fundraising or Gaming Activities" " 2013Complete if the organization answered Yes to Forth 990, Part IV, lines 17, 18, or 19, or if the

Department of the Treasury organization entered more than $ 15,000 on Forth 990-EZ, line 6a.Ope n to Public

Internal Revenue Service Ob'Attach to Form 990 or Forth 990-EZ. Ob' See separate instructions.Ins ection

'Information about Schedule G (Forth 990 or990- EZ) and its instructions is at www.irs.aov /form990.p

Name of the organizationPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Employer identification number

51-0216589

Fundraising Activities . Complete if the organization answered "Yes" to Form 990, Part IV, line 17.Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities Check all that apply

a 1 Mail solicitations e 1 Solicitation of non-government grants

b 1 Internet and email solicitations f 1 Solicitation of government grants

c 1 Phone solicitations g 1 Special fundraising events

d 1 In-person solicitations

2a Did the organization have a written or oral agreement with any individual (including officers, directors, trusteesor key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? 1' Yes 1! No

b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser isto be compensated at least $5,000 by the organization

(i) Name and address ofindividual

or entity (fundraiser)

(ii) Activity (iii) Didfundraiser have

custody orcontrol of

contributions?

(iv) Gross receiptsfrom activity

(v) Amount paid to(or retained by)

fundraiser listed incol (i)

(vi) Amount paid to(or retained by)organization

Yes No

1

2

3

4

5

6

7

8

9

10

Total

3 List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt fromregistration or licensing

For Paperwork Reduction Act Noticee see the Instructions for Form 990or 990-EZ . Cat No 50083H Schedule G (Form 990 or 990 - EZ) 2013

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Schedule G (Form 990 or 990-EZ) 2013 Page 2

Fundraising Events . Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reportedmore than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. Listevents with gross receipts greater than $5,000.

(a) Event #1 (b) Event #2 (c) Other events (d) Total events(add col (a) through

GALA col (c))

co1 Gross receipts

752 Less Contributions

3 Gross income (line 1minus line 2)

4 Cash prizes

5 Noncash prizesu7

6 Rent/facility costs

(event type)

100,336

4,350

95,986

(event type) I (total number)

100,336

4,350

95,986

7 Food and beverages 26,947 26,947

8 Entertainment 1,000 1,000

9 Other direct expenses 11,020 11,020

10 Direct expense summary Add lines 4 through 9 in column (d) . ► (38,967)

11 Net income summary Subtract line 10 from line 3, column (d) . . . . . . . . .57,019

Gaming . Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than$15,000 on Form 990-EZ, line 6a.

(a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming (addbingo/progressive bingo col (a) through col

co (c) )

1 Gross revenue .

2 Cash prizesu)C

3 Non-cash prizes

LIJ

4 Rent/facility costs .

5 Other direct expenses

F Yes % fl Yes % F Yes6 Volunteer labor n No F No F No

7 Direct expense summary Add lines 2 through 5 in column (d) ►

8 Net gaming income summary Subtract line 7 from line 1, column (d) ►

9 Enter the state (s) in which the organization operates gaming activities

a Is the organization licensed to operate gaming activities in each of these states? . . . . . . . . . . . . . Yes r No

b If "No," explain

------------- ------------------------- ------------------------- ------------------------- ------------------------ ------------------------- ------------------------- ------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10a Were any of the organization ' s gaming licenses revoked, suspended or terminated during the tax year? . . . . . F Yes F No

b If "Yes," explain

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule G (Form 990 or 990-EZ) 2013

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Schedule G (Form 990 or 990-EZ) 2013 Page 3

Does the organization operate gaming activities with nonmembers? . . . . . . . . . . . . . . . . . . Yes r- No

12 Is the organization a grantor , beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes r- No

13 Indicate the percentage of gaming activity operated in

a The organization ' s facility 13a %

b An outside facility 13b %

14 Enter the name and address of the person who prepares the organization ' s gaming /special events books and records

Name ►

Address ►

15a Does the organization have a contract with a third party from whom the organization receives gaming

revenue? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r- Yes r- No

b If "Yes," enter the amount of gaming revenue received by the organization ► $ and the

amount of gaming revenue retained by the third party $

c If "Yes," enter name and address of the third party

Name '

Address '

16 Gaming manager information

Name '

Gaming manager compensation ► $

Description of services provided

11

r- Director/officer Employee Independent contractor

17 Mandatory distributions

a Is the organization required understate law to make charitable distributions from the gaming proceeds to

retain the state gaming license? . . . . . . . . . . . . . . . . . . . . . . . . . . . . r-Yes r-No

b Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization ' s own exempt activities during the tax year $

Supplemental Information. Provide the explanations required by Part I , line 2b , columns ( iii) and (v), andPart III , lines 9 , 9b, 10b , 15b, 15c, 16, and 17b , as applicable . Also complete this part to provide anyadditional information ( see instructions).

Return Reference Explanation

Schedule G (Form 990 or 990 - EZ) 2013

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l efile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULE H HospitalsOMB No 1545-0047

(Form 990)

20131- Complete if the organization answered "Yes" to Form 990, Part IV, question 20.1- Attach to Form 990. 1- See separate instructions.

Department of the Treasury 0- Information about Schedule H (Form 990) and its instructions is at www.irs.gov/form990. OpenInternal Revenue Service

I Inspection

Name of the organizationPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Employer identification number

51-0216589

Financial Assistance and Certain Other Community Benefits at CostYes I No

la Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a la Yes

b If "Yes," was it a written policy? . . . . . . . . . . . . . . . . . . . . . lb Yes

2 If the organization had multiple hospital facilities , indicate which of the following best describes application of thefinancial assistance policy to its various hospital facilities during the tax year

F Applied uniformly to all hospital facilities F Applied uniformly to most hospital facilities

r Generally tailored to individual hospital facilities

3 Answer the following based on the financial assistance eligibility criteria that applied to the largest number of theorganization ' s patients during the tax year

a Did the organization use Federal Poverty Guidelines ( FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care 3a Yes

F 100% F 150% F 200% F Other 25000 0000000000 %

b Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes ," indicate

which of the following was the family income limit for eligibility for discounted care 3b Yes

F 200% F 250% F 300% F 350% F 400% F Other 35000 0000000000 %

c If the organization used factors other than FPG in determining eligibility, describe in Part VI the income basedcriteria for determining eligibility for free or discounted care Include in the description whether the organizationused an asset test or other threshold, regardless of income, as a factor in determining eligibility for free ordiscounted care

4 Did the organization ' s financial assistance policy that applied to the largest number of its patients during the tax yea rprovide for free or discounted care to the " medically indigent"? 4 Yes

5a Did the organization budget amounts for free or discounted care provided under its financial assistance policy duringthe tax year? 5a Yes

b If "Yes," did the organization ' s financial assistance expenses exceed the budgeted amount? 5b Yes

c If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? 5c No

6a Did the organization prepare a community benefit report during the tax year? 6a Yes

b If "Yes," did the organization make it available to the public? 6b Yes

Complete the following table using the worksheets provided in the Schedule H instructions Do not submit theseworksheets with the Schedule H

7 Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and (a) Number of b Persons( )

c Total community( )

d Direct offsetting( ) g

a Net community benefit()

f Percent of( )

Means-Testedactivities or served benefit expense revenue expense total expense

Government Programsprograms(optional)

(optional)

a Financial Assistance at cost(from Worksheet 1) . . 0 0 37,679,250 37,679,250 2 330 %

b Medicaid (from Worksheet 3,column a) . . . . 0 0 251,436,862 155,420,723 96,016,139 5 930 %

c Costs of other means-testedgovernment programs (fromWorksheet 3, column b)

d Total Financial Assistanceand Means-TestedGovernment Programs 289,116,112 155,420,723 133,695,389 8 260 %

Other Benefitse Community health

improvement services andcommunity benefit operations(from Worksheet 4) . . 0 0 11,101,522 199,622 10,901,900 0 670 %

f Health professions education(from Worksheet 5) . . 0 0 5,244,404 16,625 5,227,779 0 320 %

g Subsidized health services(from Worksheet 6) . . 0 0 5,810,831 97,134 5,713,697 0 350 %

h Research (from Worksheet 7)

i Cash and in-kindcontributions for communitybenefit (from Worksheet 8) 0 0 1,123,086 0 1,123,086 0 070 %

j Total . Other Benefits . 23,279,843 313,381 22,966,462 1 410

k Total . Add lines 7d and 7j 312,395,955 155,734,104 156,661,851 9 670

For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat N o 5019 2T Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Community Building Activities Complete this table if the organization conducted any community buildingactivities during the tax year, and describe in Part VI how its community building activities promoted the healthof the communities it serves-

(a) Number ofactivities orprograms(optional)

(b) Personsserved (optional)

(c) Total communitybuilding expense

(d) Direct offsettingrevenue

(e) Net communitybuilding expense

(f) Percent oftotal expense

1 Ph y sical im p rovements and housin g

2 Economic development

3 Community su pp ort

4 Environmental improvements

5 Leadership development and trainingfor community members

6 Coalition building

7 Community health improvementadvocacy

8 Workforce development

9 Other

10 Total

Ill: Bad Debt , Medicare , & Collection PracticesSection A. Bad Debt Expense Yes No

1 Did the organization report bad debt expense in accordance with Heathcare Financial Management AssociationStatement No 15? . . . . . . . . . . . . . . . . . . . . 1 Yes

2 Enter the amount of the organization's bad debt expense Explain in Part VI themethodology used by the organization to estimate this amount 2 45,446,354

3 Enter the estimated amount of the organization's bad debt expense attributable topatients eligible under the organization's financial assistance policy Explain in Part VIthe methodology used by the organization to estimate this amount and the rationale, ifany, for including this portion of bad debt as community benefit 3

4 Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expenseor the page number on which this footnote is contained in the attached financial statements

Section B. Medicare

5 Entertotal revenue received from Medicare (including DSH and IME) . 5 385,495,575

6 Enter Medicare allowable costs of care relating to payments on line 5 . 6 466,475,427

7 Subtract line 6 from line 5 This is the surplus (or shortfall) . 7 -80,979,852

8 Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefitAlso describe in Part VI the costing methodology or source used to determine the amount reported on line 6Check the box that describes the method used

r- Cost accounting system F Cost to charge ratio F Other

Section C. Collection Practices

9a Did the organization have a written debt collection policy during the tax year? .

b If "Yes," did the organization's collection policy that applied to the largest number of its patients during the tax yearcontain provisions on the collection practices to be followed for patients who are known to qualify for financialassistance? Describe in Part VI 9b Yes. . . . . . . . . . . . . . . . . . . . . . .

Management Comnanies and Joint VenturesrnvunPri ,n° nr mnra hvnfrarc rLrartnrc triictaac kavamnlnvaac and nhvananc-s inctrnrtinncl

(a) Name of entity (b) Description of primaryactivity of entity

(c) Organization'sprofit % or stockownership %

(d) Officers, directors,trustees, or key

employees' profit %or stock ownership

(e) Physicians'profit % or stockownership

1

2

3

4

5

6

7

8

9

10

11

12

13

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information

Section A . Hospital Facilities -^ s CD -m

0

(list in order of size from largest tosmallest-see instructions) o CL 0 aHow many hospital facilities did the 5 -0 (organization operate during the tax year? a

5 U

Name, address, primary website address,and state license number a Other (Describe) Facility reporting group

See Additional Data Table

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information (continued)Section B. Facility Policies and Practices(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

PROVIDENCE HEALTH SYSTEM - SOUTHERN CALI

Name of hospital facility or facility reporting group

If reporting on Part V, Section B for a single hospital facility only: line number ofhospital facility (from Schedule H, Part V, Section A)

1

a

b

c

d

e

f

9

h

2

3

4

5

a

b

c

d

6

a

b

c

d

e

f

9

h

7

8a

b

c

munity Health Needs Assessment ( Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years , did the hospital facility conduct a communityhealth needs assessment (CHNA)? If "No," skip to line 9 . . . . . . . . . . . . . . . . . . .

If "Yes," indicate what the CHNA report describes ( check all that apply)

F A definition of the community served by the hospital facility

F Demographics of the community

7 Existing health care facilities and resources within the community that are available to respond to the health needs ofthe community

F' How data was obtained

F' The health needs of the community

7 Primary and chronic disease needs and other health issues of uninsured persons, low- income persons , and minoritygroups

I The process for identifying and prioritizing community health needs and services to meet the community health needs

I The process for consulting with persons representing the community's interests

I Information gaps that limit the hospital facility's ability to assess the community's health needs

I Other ( describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA 20 13

In conducting its most recent CHNA, did the hospital facility take into account input from persons who represent the broadinterests of the community served by the hospital facility, including those with special knowledge of or expertise in publichealth? If "Yes ," describe in Part VI how the hospital facility took into account input from persons who represent thecommunity , and identify the persons the hospital facilityconsulted . . . . . . . . . . . . . . . . . . . .

Was the hospital facility's CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospitalfacilities in Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Did the hospital facility make its CHNA report widely available to the public? . . . . . . . . . . . . .

If "Yes," indicate how the CHNA report was made widely available ( check all that apply)

F Hospital facility's website (list url ) california providence org

Other website ( list url)

F' Available upon request from the hospital facility

Other ( describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that applyas of the end of the tax year)7' Adoption of an implementation strategy that addresses each of the community health needs identified through the

CHNA

F Execution of the implementation strategy

F Participation in the development of a community - wide plan

I Participation in the execution of a community - wide plan

I Inclusion of a community benefit section in operational plans

F Adoption of a budget for provision of services that address the needs identified in the CHNA

F Prioritization of health needs in its community

F Prioritization of services that the hospital facility will undertake to meet health needs in its community

1' Other ( describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If "No," explain in Part VIwhich needs it has not addressed and the reasons why it has not addressed such needs . . . . . . . .

Did the organization incur an excise tax under section 4959 for the hospital facility ' s failure to conduct a CHNA asrequired by section 501 (r)(3)? . . . . . . . . . . . . . . . . . . . . . . . . . . .

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? . . . . . .

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its

hospital facilities? $

No

1 Yes

3 Yes

4 Yes

8a N o

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information (continued)

Financial Assistance Policy Yes No

9 Did the hospital facility have in place during the tax year a written financial assistance policy that

Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care? 9 Yes

10 Used federal poverty guidelines (FPG) to determine eligibility for providing free care? . . . . . . . . . . . 10 Yes

If "Yes," indicate the FPG family income limit for eligibility for free care 250 000000000000 %

If "No," explain in Part VI the criteria the hospital facility used

11 Used FPG to determine eligibility for providing discounted care? . . . . . . . . . . . . . . . . . 11 Yes

If "Yes," indicate the FPG family income limit for eligibility for discounted care 350 000000000000 %

If "No," explain in Part VI the criteria the hospital facility used

12 Explained the basis for calculating amounts charged to patients? . . . . . . . . . . . . . . . . . 12 Yes

If "Yes," indicate the factors used in determining such amounts (check all that apply)

a F' Income level

b F' Asset level

c F' Medical indigency

d I Insurance status

e I Uninsured discount

f F' Medicaid/Medicare

g F' State regulation

h F' Residency

i F' Other (describe in Part VI)

13 Explained the method for applying for financial assistance? . . . . . . . . . . . . . . . . . . . 13 Yes

14 Included measures to publicize the policy within the community served by the hospital facility? . . . . . . . 14 Yes

If "Yes," indicate how the hospital facility publicized the policy (check all that apply)

a I The policy was posted on the hospital facility's website

b I The policy was attached to billing invoices

c I The policy was posted in the hospital facility's emergency rooms or waiting rooms

d I The policy was posted in the hospital facility's admissions offices

e I The policy was provided, in writing, to patients on admission to the hospital facility

f F The policy was available upon request

g I Other (describe in Part VI)

Billing and Collections

15 Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financialassistance policy (FAP) that explained actions the hospital facility may take upon non-payment? . . . . . . . 15 Yes

16 Check all of the following actions against an individual that were permitted under the hospital facility's policies duringthe tax year before making reasonable efforts to determine the individual's eligibility under the facility's FAP

a F' Reporting to credit agency

b F' Lawsuits

c F' Liens on residences

d F' Body attachments

e ' Other similar actions (describe in Section C)

17 Did the hospital facility or an authorized third party perform any of the following actions during the tax year beforemaking reasonable efforts to determine the individual's eligibility under the facility's FAP? . . . . . . . 17 No

If "Yes," check all actions in which the hospital facility or a third party engaged

a F' Reporting to credit agency

b F' Lawsuits

c F' Liens on residences

d F' Body attachments

e F' Other similar actions (describe in Section C)

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information (continued)

18 Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply)

a F Notified individuals of the financial assistance policy on admission

b F Notified individuals of the financial assistance policy prior to discharge

c 7 Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals' bills

d 7 Documented its determination of whether individuals were eligible for financial assistance under the hospital facility'sfinancial assistance policy

e 1 Other (describe in Section C)

Policy Relating to Emergency Medical Care

19 Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requiresthe hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless oftheir eligibility under the hospital facility's financial assistance policy? . . . . . . . . . .

If "No," indicate why

1 The hospital facility did not provide care for any emergency medical conditions

1 The hospital facility's policy was not in writing

1 The hospital facility limited who was eligible to receive care for emergency medical conditions ( describe in Part VI)

1 Other ( describe in Part VI)

No

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

20 Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FA P-eligible individuals for emergency or other medically necessary care

a F- The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts thatcan be charged

b F- The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating themaximum amounts that can be charged

c F The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

d 1 Other (describe in Part VI)

21 During the tax year, did the hospital facility charge any FAP-eligible individual to whom the hospital facility providedemergency or other medically necessary services more than the amounts generally billed to individuals who had insurancecovering such care? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 No

If "Yes," explain in Part VI

22 During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for anyservice provided to that individual? . . . . . . . . . . . . . . . . . . . . . . . . . 22 No

If "Yes," explain in Part VI

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information (continued)

Section C. Supplemental Information for Part V, Section B.Provide descriptions required for Part V, Section B, lines1], 3, 4, 5d, 61, 7, 10, 11, 121, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22. If applicable, provide separate descriptionsfor each facility in a facility reporting group, designated by "Facility A," "Facility B," etc.

Form and Line Reference Explanation

Part V , Section B Facility Reporting Group A

Facility Reporting Group A consistsof

- Facility 3 Providence Holy Cross Medical Center, - Facility 1Providence St Joseph Medical Center, - Facility 4 Providencearzana Medical Center, - Facility 2 Providence LCM Med Ctr -

T orrance, - Facility 5 Providence LCM Med Ctr - San Pedro

Facility 1 -- Providence St JosephMedical Center Part V, Section B, line14g

Charity and Discount policies are posted on the Office ofStatewide Health Planning and Development's website asrequired by California law Notices of the availability of financialassistance are provided on the hospital's website, in admittingdepartments, on billing notices and given to the patient at time ofadmission/re istration

Facility 2 -- Providence LCM MedCtr - Torrance Part V, Section B, line3

Seeking out special knowledge or expertise about communityneeds, including health Staff representing the two ProvidenceLittle Company of Mary Medical Centers, San Pedro andorrance, conducted 19 separate key informant interviews (with

24 individuals) to get their perspective on community healthneeds These interviews involved a variety of community sectors,including community leaders of nonprofit organizations, federallyqualified health centers, public schools, and faith basedorganizations, private foundations, elected officials and seniorstaff from both the Los Angeles County Department of Health andthe Los Angeles County Department of Public Health Due to thesize of the Department of Public Health, 4 interviews wereconducted across the chronic disease, immunization andmaternal child health divisions In addition, a survey of localcommunity based organizations was prepared and they wereasked to rank the highest needs for children, adults and seniorsResponses were received from 46 organizations The prioritieswere tallied and summarized and served as the framework fromwhich the Board Committee on Community Benefit, appointed bythe joint governing board of both Medical Centers, prepared thefinal recommended priorities which were sent to the governingboard Finally, telephone surveys of 312 adults were conductedbased upon a randomized sample of 10,000 residents to seektheir input on the greatest health needs In addition an August2013 survey, in collaboration with St Joseph Church inHawthorne, located in a high need community resulted in 715responses about health needs and the prevalence of chronicconditions in a primarily Hispanic population

Facility 2 -- Providence LCM MedCtr - Torrance Part V, Section B, line4

he 2013 Joint Community Health Needs Assessment wasconducted by Providence Little Company of Mary Medical Center,San Pedro and Providence Little Company of Mary MedicalCenter, Torrance The report satisfies all of the required elementsfor a Joint Communit y Health Needs Assessment

Facility 2 -- Providence LCM MedCtr - Torrance Part V, Section B, line14g

Charity and Discount policies are posted on the Office ofStatewide Health Planning and Development's website asrequired by California law Notices of the availability of financialassistance are provided on the hospital's website, in admittingdepartments, on billing notices and given to the patient at time ofadmission/registration

Facility 3 -- Providence Holy CrossMedical Center Part V, Section B, line14g

Charity and Discount policies are posted on the Office ofStatewide Health Planning and Development's website asrequired by California law Notices of the availability of financialassistance are provided on the hospital's website, in admittingdepartments, on billing notices and given to the patient at time ofadmission/re istration

Facility 4 -- Providence TarzanaMedical Center Part V, Section B, line14g

Charity and Discount policies are posted on the Office ofStatewide Health Planning and Development's website asrequired by California law Notices of the availability of financialassistance are provided on the hospital's website, in admittingdepartments, on billing notices and given to the patient at time ofadmission/registration

Facility 5 -- Providence LCM MedCtr - San Pedro Part V, Section B,line 3

Seeking out special knowledge or expertise about communityneeds, including health Staff representing the two ProvidenceLittle Company of Mary Medical Centers, San Pedro andorrance, conducted 19 separate key informant interviews (with

24 individuals) to get their perspective on community healthneeds These interviews involved a variety of community sectors,including community leaders of nonprofit organizations, federallyqualified health centers, public schools, and faith basedorganizations, private foundations, elected officials and seniorstaff from both the Los Angeles County Department of Health andthe Los Angeles County Department of Public Health Due to thesize of the Department of Public Health, 4 interviews wereconducted across the chronic disease, immunization andmaternal child health divisions In addition, a survey of localcommunity based organizations was prepared and they wereasked to rank the highest needs for children, adults and seniorsResponses were received from 46 organizations The prioritieswere tallied and summarized and served as the framework fromwhich the Board Committee on Community Benefit, appointed bythe joint governing board of both Medical Centers, prepared thefinal recommended priorities which were sent to the governingboard Finally, telephone surveys of 312 adults were conductedbased upon a randomized sample of 10,000 residents to seektheir input on the greatest health needs In addition an August2013 survey, in collaboration with St Joseph Church inHawthorne, located in a high need community resulted in 715responses about health needs and the prevalence of chronicconditions in a primarily Hispanic population

Facility 5 -- Providence LCM MedCtr - San Pedro Part V, Section B,line 4

he 2013 Joint Community Health Needs Assessment wasconducted by Providence Little Company of Mary Medical Center,San Pedro and Providence Little Company of Mary MedicalCenter, Torrance The report satisfies all of the required elementsfor a joint Community Health Needs Assessment

Facility 5 -- Providence LCM MedCtr - San Pedro Part V, Section B,line 14g

Charity and Discount policies are posted on the Office ofStatewide Health Planning and Development's website asrequired by California law Notices of the availability of financialassistance are provided on the hospital's website, in admittingdepartments, on billing notices and given to the patient at time ofadmission/re istration

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Facility Information (continued)

Section D . Other Health Care Facilities That Are Not Licensed , Registered , or Similarly Recognized as aHospital Facility(list in order of size, from largest to smallest)

How many non-hospital health care facilities did the organization operate during the tax year? 4

Name and address Typ e of Facility ( describe )1 Providence St Elizabeth Care Center Skilled Nursing

10425 Magnolia BoulevardNorth Hollywood,CA 91601

2 Providence LCM Sub-Acute Care Center Skilled Nursing1322 West Sixth StreetSan Pedro CA 90732

3 Providence LCM Transitional Care Ctr Transitional Care4320 Maricopa StreetTorrance,CA 90503

4 Facey Medical Foundation Clinical Network15451 San Fernando Mission BlvdMission Hills CA 91345

5

6

7

8

9

10

Schedule H (Form 990) 2013

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Schedule H (Form 990) 2013 Page 2

Supplemental Information

Provide the following information

1 Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7, Part II and Part III, lines 2, 3, 4, 8 and 9b

2 Needs assessment . Describe how the organization assesses the health care needs of the communities it serves, in addition to anyCHNAs reported in Part V, Section B

3 Patient education of eligibility for assistance . Describe how the organization informs and educates patients and persons who maybe billed for patient care about their eligibility for assistance under federal, state, or local government programs or under theorganization's financial assistance policy

4 Community information . Describe the community the organization serves, taking into account the geographic area and demographicconstituents it serves

5 Promotion of community health . Provide any other information important to describing how the organization's hospital facilities orother health care facilities further its exempt purpose by promoting the health of the community (e g , open medical staff, communityboard, use of surplus funds, etc )

6 Affiliated health care system . If the organization is part of an affiliated health care system, describe the respective roles of theorganization and its affiliates in promoting the health of the communities served

7 State filing of community benefit report . If applicable, identify all states with which the organization, or a related organization, filesa community benefit report

Form and Line Reference Explanation

Part I, Line 3c Eligibility for Charity is determined by an inability to pay defined in the policy based on one or more ofthe following criteria Presumptive Charity and Charity Presumptive Charity determines thatfinancial Assistance Application is not required if a patient is either homeless, or is enrolled in somesort of Medicaid Program, or is verified to be unable to pay under income/asset test Charity requirescompletion of Financial Assistance Application and validation that a patient's gross income is lessthan 350% of FPG

Part I, Line 6a In addition to having Community Benefit information included in the consolidated Providence Health& Services Community Benefit Report, this information is also included in the Providence HealthSystem - Southern California Regional Community Benefit Report

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Form and Line Reference Explanation

Part I, Line 7 , Column ( f) he Bad Debt expense included on Form 990, Part IX, Line 25, Column (A), but subtracted forp urp oses of calculatin g the p ercenta g e in this column is 45 , 446 , 354

Part II, Community Building COMMUNITY BUILDING ACTIVITIES Providence Health & Services, California Region did not

ctivities track or report the financial impact of their community building activities

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Form and Line Reference Explanation

Part III, Line 4 It is Providence's policy to exclude all bad debts from Community benefit information TheConsolidated Audited Financial Statements do not contain a footnote specific to Bad DebtExpense Bad debt expense is reported in the audited financials as a separate line item withinexpenses from operations Bad debt expense represents the amount of gross charges for patientswho do not have insurance and which Providence was unable to qualify for assistance under either

,g overnment p ro g rams or our internal charit y care p olic y

Part III, Line 8 It is Providence's policy to exclude any Medicare shortfall from Community Benefit information Theamount reported on Part III, Section B, Line 6, was determined by applying the Cost-to-Charge Ratioto the Medicare revenue

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Form and Line Reference Explanation

Part III, Line 9b BILLING & COLLECTION PRACTICESProvidence has written policies about when and underwhoseauthority patient debt is advanced for collection, and uses its best efforts to ensure that patientaccounts are processed fairly and consistently Providence ensures that practices to be used by theiroutside (non-hospital) collection agencies conform to the standards set forth in this policy, andobtains written commitments from such agencies that they will adhere to those standardsProvidence also conducts an assessment of each collection agency's adherence to the policy Suchassessments are conducted at least annually At time of billing, we provide to all low-incomeuninsured patients the same information concerning services and charges provided to all otherpatients who receive care at the hospital When sending a bill to a patient, Providence includes a) astatement that indicates that if the patient meets certain income requirements the patient may beeligible for a government-sponsored program or for financial assistance from the hospital, and b) astatement that provides the patient with the name and telephone number of a hospital employee oroffice from whom or which the patient may obtain information about Providence's financial assistancepolicies for patients and how to apply for such assistance Any patient (or the patient's legalrepresentative) seeking financial assistance from Providence provides the individual facility withinformation concerning health benefits coverage, financial status (i e income, assets) and any otherinformation that is necessary for the hospital to make a determination regarding the patient's statusrelative to Providence's financial assistance policy, discounted payment policy, or eligibility forgovernment-sponsored programs For patients who have an application pending determination foreither government-sponsored coverage or for the hospitals' own financial assistance program,Providence will not knowingly send that patient's bill to a collection agency Eligibility for financialassistance will be determined as closel y as p ossible to the date of service

Part VI, Line 2 NEEDS ASSESSMENT We recognize that caring for the poor and vulnerable is not a task we can doon our own O n a routine basis we conduct a formal community assessment to determine who in ourcommunities is experiencing the greatest need This outreach connects us to many not-for-profitsand social service agencies as well as care providers and their clients in the communities To ensurethat we conduct a comprehensive assessment, our process includes research, meetings, interviews,focus groups and surveys Additionally, Providence ministries have community and foundation boardshe civic leaders that serve on Providence Boards connect our Mission with a local perspective on

community needs Our assessment findings are assembled to make certain we understand andrespond to local and regional needs, which often vary from one city or county to another Identifiedareas of need not only guide our community benefit giving, but also guide our strategic planning Webelieve meaningful community needs assessment provides insight into the complete communitybenefit that is required, beyond just free and discounted care

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Form and Line Reference Explanation

Part VI, Line 3 COMMUNICATION TO THE PUBLIC Providence hospitals post notices regarding the availability offinancial assistance to low-income uninsured patients These notices are posted in visible locationsthroughout the hospital such as admitting/registration, billing office, emergency department and otheroutpatient settings Every posted notice regarding financial assistance policies contains briefinstructions on how to apply for financial assistance or a discounted payment The notices alsoinclude a contact telephone number that a patient or family member can call to obtain moreinformation Providence ensures that appropriate staff members are knowledgeable about theexistence of the hospital's financial assistance policies Training is provided to staff members (i e ,billing office, financial department, etc ) who directly interact with patients regarding their hospitalbills When communicating to patients regarding their financial assistance policies, Providenceattempts to do so in the primary language of the patient, or his/her family, if reasonably possible, andin a manner consistent with all applicable federal and state laws and regulations Providence sharestheir financial assistance policies with appropriate community health and human services agenciesand other organizations that assist such patients

Part VI, Line 4 COMMUNITY INFORMATION Providence Health & Services, Southern California Region, operatesfive medical centers and outpatient centers, clinics, hospice and community outreach programsserving a wide area stretching from the northern reaches of Los Angeles County to the South BayArea The region is marked by great wealth, but also by large pockets of poverty The region iscomposed of the coastal South Bay Service Area and the inland Valley Service Area The serviceareas are separated by some 30 miles, but work as one sharing quality practices and commitment tothe Providence Mission to serve those who are poor and vulnerable The Providence Mission drivesnumerous programs aimed at easing those challenged by the continuing economic slump, providingfree and low-cost health care, partnering with agencies with similar missions and focusing onpreventive care with the hopes of improving the health of the communities served by Providence Inthe California Region's Valley Service Area, home to more than 2 1 million, 39 6% of the populationis Hispanic, 42 2%, white, 11 0%, Asian, and 3 4%, African-American Nearly 18% of thepopulation is uninsured, 15 3% receive Medi-Cal, 11 4%, Medicare, and 55 3%, private or otherinsurance Approximately 11 3% of the population is age 65 and above Children 0-14 years of age,represent 20% of the total population The 65- to 84-year-old age group is projected to increase themost over the next five years in the San Fernando Valley and the population age 55-64 is projectedto grow the fastest in the Santa Clarita Valley The population 35 to 54 year-old age group isprojected to decrease during the next five years in both the San Fernando and Santa Clarita ValleysWhile Providence provides outreach to those who are poor and vulnerable across the service area,pockets of lower income households tend to be clustered in the northeastern San Fernando ValleyOur community benefit services are especially concentrated there and focused on preventivemedicine and health education The South Bay Service Area covers 14 separate municipalities with atotal population of 686,416, of which 27 47% are Hispanic, 34%, white, Asian, 14 1%, African-merican 7 7, American Indian/Pacific Islander 1 1% and 12 3%, other The coastal area includes

upper income and affluent communities, while the crescent of communities forming the easternService Area boundaries are among the most impoverished in Los Angeles County Data show 28 5%of Los Angeles County residents are uninsured with similar rates of uninsusred across the HealthDistricts that make us the South Bay region Twelve percent of the population is 65 and older,children, newborn to 13 years, represent 18 7% of the total population South Bay Service Area ZIPcode demographics vividly document significant disparities related to age, educational attainment,household income and home ownership With the Providence Mission as our guide, communityoutreach resources are directed to six underserved communities in the South Bay Service AreaGardena, Hawthorne and Lawndale on the northern boundaries and Harbor City, Wilmington and the90731 zip code area of San Pedro along the southern boundaries

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Form and Line Reference Explanation

Part VI, Line 5 PRO MOTION OF COMMUNITY HEALTH As a not-for-profit Catholic health care ministry,Providence Health & Services lives out its Mission and embraces its responsibility to provide for theneeds of the communities it serves - especially the poor and vulnerable Providence's not-for-profit,tax-exempt status enables Providence to serve its communities, to solicit donations through itsfoundations and to access capital to respond to community needs that otherwise would go unmet Thecharitable purpose of Providence Health & Services and each of its ministries is guided by oneMission and set of core values based on Catholic health care and guided by the legacy of the Sistersof Providence As one system committed to caring for those who are poor and vulnerable, ProvidenceHealth & Services has developed a single framework for consistently reporting charity care andcommunity benefit Locally, Providence ministries are empowered to apply these policies to meet theneeds of their community Additionally, Providence ministries conduct local assessments to makesure the needs of the community are met The Greater Los Angeles Area has a growing population ofpoor, uninsured and under-insured in need of basic health care, and the safety net has been furtherstretched by the current economic slowdown In each service area, access to low cost or free primarycare is the top health care need identified by the separate needs assessments conducted in the SanFernando Valley and South Bay regions As the home to a large number of immigrants, all of whomhave immediate health care and health education needs, finding a medical home and connectingchildren and adults to health care remains our greatest challenge Untreated diabetes is epidemic,and among the growing Latino population the ability to provide services in Spanish is critical tosuccessful clinical outcomes Providence plays a leadership role in providing program infrastructureto the most economically disadvantaged communities in the service area and seeks to improvemanagement of these chronic conditions Each hospital's emergency department is open 24 hoursand no patient is ever denied emergency care regardless of ability to pay Because more and morepatients utilize emergency rooms as primary care, Providence medical centers provide fast-trackservice for routine health issues and bilingual lay people to guide and direct children and adults toappropriate community based follow up services Providence Southern California coordinatesprograms for vulnerable populations and sponsors and recruits volunteers for efforts by other groupsand government agencies that share the Providence Mission of outreach to the poor and vulnerable

mobile health clinic travels the San Fernando Valley five days a week providing very low-costmedical care for those in need, focusing on those with chronic illnesses to help them manage theirconditions In the South Bay, a mobile clinic visits 12 schools each week and provides free primarycare and immunizations to uninsured children Across both service areas, medical teams work alsowith patients to find low-cost medical care and resources, and Providence provides free and low-costlaboratory and imaging work to area community clinics Providence also provides several outreachprograms for vulnerable populations including the elderly, immigrants and children from low-incomefamilies Those community benefit programs, funded by medical center operations and externalgrants, include a school nurse program at 15 Catholic schools in lower-income areas, senior peercounseling, Latino Health Promoters who provide health screenings and education, free removal ofanti-social tattoos for former gang members and others, a faith community nurse outreach programthat brings health care services to our communities through partnerships with area faithcongregations, and a team of promotoras who reach out to help parents enroll their children in Medi-Cal or Healthy Families A portion of proceeds from each hospital ministry is held in the MotherJoseph Fund and distributed to support community benefit projects that support the ProvidenceMission of outreach to the poor and vulnerable For example, Providence partnered over the summerwith the Los Angeles County Department of Public Health to provide free T-DAP vaccinations(tetanus, diphtheria and pertussis) at a dozen schools in the San Fernando Valley and South Bay Thegoal was not only preventive medicine but to help families meet the demands of a new state lawrequiring vaccinations for the middle school students and exclusion of students who could not provideevidence ofTDAP vaccination Based on the findings of the needs assessments conducted in each ofthe service areas, programs have been developed to address the needs of those who are poor andvulnerable and that run the spectrum from birth to the elderly Providence funds programs for youngparents, provides a developmental therapy program for infants with special needs, free flu shotcampaigns for all ages, counseling for adolescents, teens and young adults who have strayed off theirpaths, and health screenings and health education programs for all ages Providence has developedpalliative care programs at all its medical centers and operates the largest hospice program inSouthern California, one that includes the area's only children's hospice In the San Fernando Valley,the Faith Community Health Partnership works with local faith communities to promote health andwellness in the community This partnership between Providence and religious institutions is animportant collaboration focused on making the community healthier The faith communities organizegroups of volunteers into health ministry teams These teams are usually led by a Faith CommunityNurse, a professionally educated nurse with additional training in health ministry or parish nursinghe health ministry teams organize health fairs, health education classes, and presentations on

various health topics In addition, the Faith Community Nurse is able to provide one-to-oneconsultation with clients that may include directing them to community resources, providing targetededucation on a specific health issue or concern, or offering support in helping a person manage achronic condition In 2013, the Faith Community Health Partnership had 33 religious institutions thatwere part of the program During the year, 11,080 people participated in the health fairs organized atthe churches There were 4,725 people screened for glucose and cholesterol in the community Ofthose individuals screened at health fairs, 1,208 had to be referred for further follow-up care Therewere 1,393 persons participating in health education classes offered at the churches and 166 peoplewere certified in CPR over the course of the year In the South Bay Service Area, a program calledCreating Opportunity for Physical Activity (CO PA) is offered in partnership with 16 urban publicschools across three public school districts and offers a "peer coach" training model to almost 250classroom teachers who have little or no training in physical education Over a two year period, theseteacher peer coaches become independent in physical education instruction using a curriculumdeveloped by Providence that is directly linked to California grade level physical educationstandards At six Lawndale elementary schools, a new pilot program known as "Instant Recess," inpartnership with the UCLA School of Public Health, uses the same peer coach training model to helpteachers integrate 10 minute bursts of physical activity into the classroom schedule COPA trainsteachers to provide P E instruction, using fun, skill and compassion to create a culture of dailyphysical activity Preliminary evaluation by an independent evaluator has documented statisticallysignificant increases in the number of students achieving the Healthy Fitness Zone, as measured byFitnessgram Beginning in October 2013, CO PA began with a new group of 190 teachers acrossseven elementary schools in the Los Angeles Unified School District The three year initiative willinclude all of the standard CO PA program elements (peer coaching for teachers, after schoolprograms for sub populations of at risk students, outreach to parents and local communityorganizations in an effort to sustain this three year training project ) The other major programimprovement, directly linked to the needs assessment, was the implementation of a pilot project, GetOut and Live (GOAL), designed to help adults improve their ability to manage their diabetes Thisprogram is offered at the Vasek Polak Health Clinic, a primary care clinic for uninsured adults,sponsored by Providence Southern California The clinic uses a low cost, fixed price service deliverymodel staffed b y nurse p ractitioners and in 2013 , CONTINUED

Part VI, Line 5 was a medical home for 3,562 adults The GOAL project, for adults with diabetes, involves themodification of a standardized self care curriculum to incorporate three additional classes thatinclude group visits During the group visit, one of the clinicians that the patient normally sees in theclinic provides both medical education and a one on one visit with the patient to go over lab resultsand answer any questions

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Form and Line Reference Explanation

Part VI, Line 6 AFFILIATED HEALTH CARE SYSTEM Providence Health & Services owns or operates 32 generalacute care hospitals, three ambulatory care centers, five medical groups, six long-term carefacilities, seven homecare and hospice entities, five assisted living facilities, a children's nursingcenter, a high school, a university, 13 low-income housing projects, the Health Plan, a healthservices contractor, two programs of all inclusive care for the elderly, and 22 controlled fundraisingfoundations The Health System provides inpatient, outpatient, primary care, and home care servicesin Alaska, Washington, Montana, Oregon and Southern California The Health System operates thesebusinesses primarily in the greater metropolitan areas of Anchorage, Alaska, Everett, Seattle,Edmonds, Issaquah, Spokane and Olympia, Washington, Missoula, Montana, Portland and Medford,Oregon, and Los Angeles, California Providence Southern California continuously looks toward moreefficient processes to ensure funding is available for community outreach programs to help thosemost in need The poor and vulnerable run the spectrum from birth to the elderly, all with specificneeds that are addressed by the Providence's outreach efforts Providence funds programs for youngparents, provides a developmental therapy program for infants with special needs, free flu shotcampaigns for all ages, counseling for adolescents, teens and young adults who have strayed off theirpaths, and health screenings and health education programs for all ages Providence has developedpalliative care programs at all its medical centers and operates the largest hospice program inSouthern California, one that includes the area's only children's hospice In terms of communityoutreach, each of the five medical centers serves vastly different populations and tailors programsappropriately In many cases, Providence Southern California partners with local charities such asMeet Each Need with Dignity (MEND) in the northern San Fernando Valley, the Burbank Temporary

id Center (BTAC) in Burbank and Harbor Interfaith in San Pedro, which supports the working poorwith shelter, food , j ob trainin g, life skills education and other services

Part VI, Line 7, Reports Filed With CA,WA,OR,MT,AK

States

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l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

Schedule I OMB No 1545-0047

(Form 990 ) Grants and Other Assistance to Organizations,Governments and Individuals in the United States 2013

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

Department of the Treasury ► Attach to Form 990 •

Internal Revenue Service ► Information about Schedule I (Form 990) and its instructions is at www.irs.gov /form990 .

Name of the organization Employer identification number

PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA51-0216589

jlj^l General Information on Grants and Assistance

1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, andthe selection criteria used to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F Yes 1 No

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

Grants and Other Assistance to Governments and Organizations in the United States . Complete if the organization answered "Yes" toForm 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 (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV,appraisal,other )

(1) Providence Health & 95-3544877 501 (C ) (3) 4,616,759 0perationaServices Foundation Support/Sponsor at501 S Buena Vista Street special eventBurbank, CA 91505

(2) Providence Little 51-0224944 501 ( C ) (3) 2,945,631 Operating expensesCompany of MaryFoundation4101 Torrance BlvdTorrance, CA 90503

(3) Care Harbor LA 95-2138184 501 (C ) (3) 25,000 Silver level sponsor8000 McConnell AveLos Angeles,CA 90045

(4) National Health 23-7314808 501 ( C ) (3) 20,500 Support tribute awardsFoundation515 S Figueroa St Ste 1300Los Angeles,CA 90071

(5) California Institute for 82-0570413 501 (C ) (3) 15,000 Support workforceNursing and HealthCare centerP 0 Box 70007Oakland,CA 94612

(6) March of Dimes 13-1846366 501 (C ) (3) 12,500 Sponsor March forFoundation Babies event700 North Brand Blvd 950Glendale,CA 91203

(7) LA County Business 26-0295348 501 ( C ) (6) 10,000 Silver level sponsorFederation1000 N AlamedaLos Angeles,CA 90012

(8) American Cancer 94-1170350 501 (C ) (3) 7,500 Platinum sponsor forSociety Relay for Life500 N Victory BlvdBurbank, CA 91502

(9) Cancer Support 95-4076131 501 (C) (3) 7,110 Sponsor variousCommunity activities109 W Torrance Ste 100Redondo Beach, CA 90277

(10) Valley Industry and 23-7182039 501 (C ) (6) 6,000 Sponsor businessCommerce Association organization/Support5121 Van Nuys Blvd Ste through Board Fees208Sherman Oaks,CA 91403

2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table . llk^ 8

3 Enter total number of other organizations listed in the line 1 table . . . . . . . . . . . . . . . . . . . . . . . . . ► 2

For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat No 50055P Schedule I (Form 990) 2013

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Schedule I (Form 990) 2013 Pa g e 2Grants 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)N umber ofrecipients

(c)A mount ofcash grant

(d)Amount ofnon-cash assistance

(e)Method of valuation (book,FMV, appraisal, other)

(f)Description of non-cash assistance

(1) Family Allowance - 2nd Student 9 13,500 FMV Tuition Reduction

(2) Scholarships 92 160,025 FMV Tuition Reduction

(3) Employee Discount 17 51,000 FMV Tuition Reduction

(4) Financial Aid 136 370,822 FMV Tuition Reduction

(5) Legacy Discount 15 6,725 FMV Tuition Reduction

Supp lemental Information . Provide the information re q uired in Part I , line 2 , Part III , column ( b ), and any other additional information.

Return Reference Explanation

Part I, Line 2 In the application for support/financial aid, we request a detailed explanation of the kind of services provided to the community along with specificfinancial data If the application for support is approved, we send a letter indicating the amount of the support along with a request for documentation ofhow the funds were used, along with a report of the number of children/families served over the year Grants made to affiliated foundations are monitoredon a monthly basis since the financial statements of these organizations are readily available Other grants are made that comply with the mission andfurther the tax exempt purpose of the organization

Schedule I (Form 990) 2013

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Additional Data

Software ID:

Software Version:

EIN: 51 -0216589

Name : PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

Providence Health & 95-3544877 501 (C ) (3) 4,616,759 0 perationaServices Foundation Support/Sponsor at501 S Buena Vista Street special eventBurbank, CA 91505

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

Providence Little Company of 51-0224944 501 ( C ) (3) 2,945,631 Operating expensesMary Foundation4101 Torrance BlvdTorrance, CA 90503

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

Care Harbor LA 95-2138184 501 (C ) (3) 25,000 Silver level sponsor8000 McConnell AveLos Angeles,CA 90045

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

National Health Foundation 23-7314808 501 ( C ) (3) 20,500 Support tribute515 S Figueroa St Ste 1300 awardsLos Angeles,CA 90071

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c ) IRC Code section ( d) Amount of cash (e) Amount of non- (f ) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance ( book, FMV, appraisal,other)

California Institute for 82-0570413 501 (C ) (3) 15,000 Support workforceNursing and HealthCare centerP 0 Box 70007Oakland,CA 94612

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

March of Dimes Foundation 13-1846366 501 (C ) (3) 12,500 Sponsor March for700 North Brand Blvd 950 Babies eventGlendale,CA 91203

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of ( b) EIN (c ) IRC Code section ( d) Amount of cash ( e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

LA County Business 26 -0295348 501 (C ) (6) 10,000 Silver level sponsorFederation1000 N AlamedaLos Angeles ,CA 90012

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

American Cancer Society 94-1170350 501 (C ) (3) 7,500 Platinum sponsor for500 N Victory Blvd Relay for LifeBurbank, CA 91502

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

Cancer Support Community 95-4076131 501 (C ) (3) 7,110 Sponsor various109 W Torrance Ste 100 activitiesRedondo Beach, CA 90277

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Form 990.Schedule I. Part II. Grants and Other Assistance to Governments and Organizations in the United States

(a) Name and address of ( b) EIN (c ) IRC Code section ( d) Amount of cash ( e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

Valley Industry and 23-7182039 501 (C ) ( 6) 6,000 Sponsor businessCommerce Association organization/Support5121 Van Nuys Blvd Ste through Board Fees208Sherman Oaks ,CA 91403

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l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

Schedule J Compensation Information OMB No 1545-0047

(Form 990)For certain Officers, Directors, Trustees, Key Employees, and Highest

2013Compensated Employees1- Complete if the organization answered "Yes" to Form 990, Part IV, line 23.

Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. 'Internal Revenue Service 1- Information about Schedule J (Form 990) and its instructions is at www.irs.gov /form990.

Name of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

51-0216589

EFROOK Questions Re g arding Com pensation

Yes No

la Check the appropiate box(es ) if the organization provided any of the following to or for a person listed in Form990, Part VII , Section A, line la Complete Part III to provide any relevant information regarding these items

1 First-class or charter travel 1 Housing allowance or residence for personal use

1 Travel for companions 1 Payments for business use of personal residence

1 Tax idemnification and gross-up payments 1 Health or social club dues or initiation fees

1 Discretionary spending account 1 Personal services ( e g , maid, chauffeur, chef)

b If any of the boxes in line la are checked, did the organization follow a written policy regarding payment orreimbursement or provision of all of the expenses described above? If "No ," complete Part III to explain lb

2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by alldirectors , trustees , officers, including the CEO/Executive Director, regarding the items checked in line la? 2

3 Indicate which , if any, of the following the filing organization used to establish the compensation of theorganization 's CEO/Executive Director Check all that apply Do not check any boxes for methodsused by a related organization to establish compensation of the CEO /Executive Director, but explain in Part III

1 Compensation committee 1 Written employment contract

1 Independent compensation consultant 1 Compensation survey or study

1 Form 990 of other organizations 1 Approval by the board or compensation committee

4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organizationor a related organization

a Receive a severance payment or change-of-control payment? 4a Yes

b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b Yes

c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No

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.

5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the revenues of

a The organization? 5a No

b Any related organization? 5b No

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

6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the net earnings of

a The organization? 6a No

b Any related organization? 6b No

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

7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixedpayments not described in lines 5 and 6? If "Yes," describe in Part III 7 No

8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that wassubject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If "Yes," describein Part III 8 No

9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulationssection 53 4958-6(c)? 9

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule 3 ( Form 990) 2013

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Schedule J (Form 990) 2013 Page 2

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 theinstructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VIINote . The sum of columns (B)(1)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, 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 (D) Nontaxable (E) Total of (F) Compensation

(i) Base (ii) Bonus & (iii) Other other deferred benefits columns reported as deferred

compensationincentive reportable compensation (B)(i)-(D) in prior Form 990

compensation compensation

See Additional Data Table

Schedule 3 (Form 990) 2013

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Schedule J (Form 990) 2013 Page 3

Supplemental InformationProvide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part IIAlso complete this part for any additional information

Return Reference Explanation

Part I, Line la Providence Health & Services Expense Reimbursement Procedures include the following policies First Class Travel or Charter Travel or Travel ofCompanions Air travel is reimbursable for tourist or economy class and should be at the least expensive airfare, which permits departures and arrivals atreasonable times and reasonable distance traveled Employees are encouraged to plan in advance to get available discounts Airline frequent flyerupgrades will never be reimbursed First class air travel will only be reimbursed when tourist or economy class air travel is not available and businesstravel is mandated by a supervisor In the rare circumstance that an executive must fly on a first class full fare ticket, their senior level supervisor mustapprove this expense Companion travel will only be reimbursed by the organization for travel related to relocation, and should not exceed two relocation-related visits, unless approved by the Executive Vice President, Chief Human Resource Officer Spouse or Companion Travel Travel expenses incurredby a PH&S employee's spouse or companion will not be reimbursed by PH&S unless the spouse or companion is required to, or invited to attend a PH&SSystem-sponsored meeting These expenses may be considered a taxable benefit by the IRS and if so, will be included on the employee's W- 2 During2013, none of the Officers, Directors or Key Employees listed on Form 990, Part VII utilized First Class or Companion Travel Tax Indemnifications orGross-Up Payments Providence Health & Services follows the federal and state taxation laws related to relocation expenses paid to the employee or to athird party on the employee's behalf They are considered income and are therefore subject to payroll taxes Based on the way Providence has chosen topay the relocation expenses, Providence reports reimbursements and payments to vendors as income and these expense payments are reflected on theexecutive's Form W-2 Providence will gross-up the relocation benefits to offset the personal tax burden to the employee for IRS allowable expensesDuring 2013, the following Key Employee received gross-up payments Craig Wright, MD - Relocation The amounts reported for these gross-up paymentsare included on Schedule J, Part II, Column B (iii) - Other Reportable Compensation Housing Allowance or Residence for Personal Use Providence Health& Services provides housing allowances for purposes of relocation assistance only Providence may pay temporary living expenses for the employee up toa maximum of 90 calendar days Covered expenses are rent (excluding "rent" which may be paid in order to occupy a new permanent residence until thetitle clears) and utilities, including heat, electricity, gas, water, local internet and local telephone and garbage services The Executive VicePresident/Chief Human Resources Officer may approve temporary housing assistance for up to six months when family relocation is delayed toaccommodate the school year or equivalent circumstances Only in extenuating circumstances is housing extended beyond this six month period During2013, the following Key Employees received relocation/housing program payments Craig Wright, MD Ray Williams Terry Smith Randy Axelrod Theamounts reported for these relocation/housing payments are included on Schedule J, Part II, Column B (iii) - Other Reportable Compensation

Part I, Lines 4a-b NO NQUALIFIED RETIREMENT PLANS A) SERP = Supplemental Executive Retirement Plan B) CBRP = Cash Balance Restoration Plan C) ESP = ElectiveSurvivor Plan 1) John F Koster, MD a) Taxable SERP Earned but not Paid- $350,711 b) SERP Interest Credit - $191,190 2) Rod Hochman, MD a) SERPEarned but not Vested- $444,760 b) SERP Interest Credit - $24,378 3) Todd Hofheins a) SERP Earned but not Vested - $57,974 4) Jeffrey W Rogers a)Taxable SERP Earned but not Paid - $44,111 b) SERP Interest Credit- $97,420 c) ESP Interest Credit - $7,567 5) Cindy Strauss a) SERP Earned butnot Vested - $190,313 b) SERP Interest Credit - $14,149 6) Terry Smith a) Taxable SERP Earned but not Paid - $67,662 b) Taxable CBRP Earned butnot Paid - $147 c) Non-Taxable CBRP Earned but not Paid - $353 d) ESP Interest Credit - $5,823 e) SERP Interest Credit - $118,609 7) Debbie Burtona) Taxable SERP Earned but not Paid - $915,149 b) SERP Interest Credit - $20,728 8) Mike Butler a) SERP Earned but not Vested - $478,094 b) SERPInterest Credit - $201,306 9) Randy Axelrod, MD a) SERP Earned but not Vested- $181,321 10) Jan Jones a) Taxable CBRP Earned but not Paid - $84b) Taxable SERP Earned but not Paid - $148,227 c) Non-Taxable CBRP Earned - $101 a) SERP Interest Credit - $100,997 11) Myron Berdischewsky,MD a) Taxable CBRP Earned but not Paid - $2,548 b) Taxable SERP Earned but not Paid - $108,227 c) Non-Taxable CBRP Earned - $2,060 d) SERPInterest Credit - $105,170 12) Jack Friedman a) Taxable SERP Earned but not Paid - $54,169 b) SERP Interest Credit - $100,470 13) Ray Williams a)SERP Interest Credit - $12,906 b) SERP Earned but not Vested - $153,506 14) Cindra Syverson a) SERP Earned but not Vested - $144,043 b) SERPInterest Credit - $103,147 15) Craig Wright, MD a) SERP Earned but not Vested - $221,797 b) SERP Interest Credit - $181,734 16) Jack Mudd a)Taxable SERP Earned but not Paid - $50,004 b) SERP Interest Credit - $165,857 17) Claudia Haglund a) Taxable SERP Earned but not Paid - $35,007b) SERP Interest Credit - $70,109 c) ESP Interest Credit - $2,161 18) Joel Gilbertson a) SERP Earned but not Vested - $52,868 b) SERP InterestCredit - $32,392 19) David Brown a) SERP Interest Credit - $39,209 b) SERP Earned but not Vested - $80,917 20) Crest Holubec a) SERP InterestCredit - $6,443 b) SERP Earned but not Vested - $21,490 21) Gary Flaming a) SERP Interest Credit - $4,233 b) Taxable SERP Earned but not Paid -$17,362 c) Taxable CBRP Earned but not Paid - $1,640 d) Non-Taxable CBRP Earned - $4,730 22) Michael Hunn a) SERP Interest Credit - $ 76,056 b)Taxable SERP Earned but Not Paid - $261,669 23) Dave Mast a) SERP Earned but Not Vested - $43,539 b) SERP Interest Credit - $1,165 24) DaleSurowitz a) SERP Interest Credit - $56,934 b) SERP Earned but Not Vested - $132,731 25) Michael Rembis a) SERP Earned but Not Vested -$183,988 26) Elizabeth Dunne a) SERP Earned but Not Vested - $152,706 27) Nancy Carlson a) SERP Interest Credit - $134,426 b) Taxable SERPEarned but Not Paid - $40,014 c) Taxable CBRP Earned but Not Paid - $190 d) Non-Taxable CBRP Earned but Not Paid - $206 28) Gerald Clute a)SERP Earned but Not Vested - $121,969 29) Karl J Carrier a) Taxable SERP Earned but Not Paid - $33,144 b) Non-Taxable SERP Earned but Not Paid -193,497 30) Kerry L Carmody a) SERP Interest Credit - $47,295 b) Taxable SERP Earned but Not Paid - $67,254 c) Non-Taxable SERP Earned but NotPaid - $250,674 31) Glen Komatsu a) Taxable CBRP Earned but Not Paid - $11,759 b) Non-Taxable CBRP Earned but Not Paid - $716 32) PatModrzejewski a) Taxable CBRP Earned but Not Paid - $4,492 b) Non-Taxable CBRP Earned but Not Paid - $511

Part I, Lines 4a-b SEVERANCE 1) Ray Williams - $376,916 2) Kerry L Carmody - $456,910

FORM 990, SCHEDULE J, PART II - The Providence Executive Incentive Program provides a lump sum award annually as a percent of the executive's base pay Percent opportunities areEXECUTIVE PERFORMANCE aligned with our total compensation philosophy as outlined in Part VI, Section B, Line 15 (Process for determining compensation of top management,AWARDS PROGRAM officers & key employees) The performance award is based on the level of accomplishment of annual system objectives and personal objectives In 2013,

50 percent of the participant awards were based on pre-determined organizational goals consistent with Providence's five strategic priorities of missiondriven, financially responsible, people centered, service oriented and EPIC watchlist In 2013 the percent allocation for each of these strategic prioritieswas Mission driven 5% Financially responsible 15% People centered 10% Service oriented 10% EPIC Watchlist 10% To ensure affordability of theprogram, the organization (system, region or entity) must meet a threshold of 50 percent of budgeted net operating income

Schedule 3 (Form 990) 2013

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Additional Data

Software ID:

Software Version:

EIN: 51 -0216589

Name : PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Form 990, Schedule J, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation

(ii) Bonus & compensation benefits (B)(i)-(D) reported in prior Form

(i) Base (iii) Other 990 or Form 990-EZ

Compensationincentive

compensationcompensation

John F Koster M D - (1) 0 0 0 0 0 0 0Thru 0313 President / (u) 1,316,766 1,868,461 17,500 215,651 31,597 3,449,975 0CEO

Rod F Hochman MD - (1) 0 0 0 0 0 0 0Eff 0413 President / (ii) 1,051,406 334,001 17,500 486,988 28,915 1,918,810 0CEO

Todd Hofheins (1) 0 0 0 0 0 0 0EVP/CFO (ii) 432,363 120,504 17,500 65,303 24,807 660,477 0

Jeffrey W Rogers - Thru (1) 0 0 0 0 0 0 0513 Corporate (ii) 442,462 529,200 69,119 168,789 21,091 1,230,661 0Secretary

Cindy Strauss - Eff 613 (1) 0 0 0 0 0 0 0SVP/Chief (ii) 413,323 525,001 17,500 223,587 24,667 1,204,078 0

Counsel/CorpSecretary

Michael Hunn (1) 0 0 0 0 0 0 0SVP/CEO - CA Region (ii) 536,537 496,319 17,500 93,588 26,791 1,170,735 0

Dave Mast CFO/CA (1) 0 0 0 0 0 0 0Region (ii) 351,409 83,289 0 57,321 11,532 503,551 0

Terry L Smith (1) 0 0 0 0 0 0 0SVP/Management Svcs (ii) 639,022 906,428 67,500 202,105 24,053 1,839,108 0

Deborah Burton (1) 0 0 0 0 0 0 0SVP/ChiefNrsg Officer (ii) 323,817 1,005,792 17,500 42,736 23,303 1,413,148 296,416

Michael L Butler (1) 0 0 0 0 0 0 0President/Operations & (ii) 954,645 300,598 17,500 713,468 29,161 2,015,372 0Services

Randy Axelrod MD (1) 0 0 0 0 0 0 0EVP/Clinical & Patient (ii) 613,884 315,700 125,675 192,796 26,894 1,274,949 0Svcs

Janice J Jones (1) 0 0 0 0 0 0 0SVP/CAO (ii) 604,348 377,853 17,500 132,205 27,288 1,159,194 0

Myron Berdischewsky (1) 0 0 0 0 0 0 0MD SVP/CMQO (ii) 527,449 310,561 17,500 134,979 23,598 1,014,087 0

Jack Friedman (1) 0 0 0 0 0 0 0SVP/Account Care & (ii) 508,016 300,765 17,500 151,382 26,370 1,004,033 0Payor Rel

Ray Williams (1) 0 0 0 0 0 0 0SVP/Physicians Svcs (ii) 120,595 200,000 440,672 179,162 24,427 964,856 0

Cindra R Syverson (1) 0 0 0 0 0 0 0SVP/CHRO (ii) 404,069 312,381 1,000 267,888 24,300 1,009,638 0

Craig L Wright MD (i) 0 0 0 0 0 0 0SVP/Physicians Svcs (ii) 509,167 128,777 70,854 432,646 18,991 1,160,435 0

John 0 Mudd (1) 0 0 0 0 0 0 0SVP/Mission (ii) 368,604 158,842 14,800 189,558 18,700 750,504 0Leadership

Claudia Haglund (1) 0 0 0 0 0 0 0VP/Governance & (ii) 342,176 134,699 17,500 136,830 20,219 651,424 0Sponsorship

Joel S Gilbertson (i) 0 0 0 0 0 0 0SVP/Comm Ptrshp & (H) 354,361 84,733 17,500 103,698 22,547 582,839 0External Affairs

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Form 990, Schedule J , Part II - Officers , Directors , Trustees , Ke y Em p lo y ees . and Hi g hest Com pensated Em p lo y ees

(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation

(ii) Bonus & compensation benefits (B)(i)-(D) reported in prior Form

(i) Base (iii) Other 990 or Form 990-EZ

Compensationincentive

compensationcompensation

David Brown (1) 0 0 0 0 0 0 0VP/Strategy & (u) 303,119 131,437 50 146,627 22,332 603,565 0Innovation

0 rest Holubec (1) 0 0 0 0 0 0 0SVP/Marketing & (ii) 328,545 77,915 17,500 39,407 21,903 485,270 0Communications

Michael Rembis CEO - (1) 0 0 0 0 0 0 0PSJMC (ii) 422,368 186,192 0 195,463 24,206 828,229 0

Elizabeth Dunne CEO - (1) 0 0 0 0 0 0 0LCMMC - Torrance (ii) 395,185 174,536 17,500 161,791 8,599 757,611 0

Nancy Carlson CEO - (1) 0 0 0 0 0 0 0LCMMC - San Pedro (ii) 356,850 151,889 17,500 159,650 23,553 709,442 0

Gerald Clute CEO - (i) 0 0 0 0 0 0 0PTMC (ii) 338,547 75,000 17,500 130,574 9,761 571,382 0

Dale Surowitz CEO - (1) 0 0 0 0 0 0 0Valley Community (ii) 456,988 83,255 0 209,345 18,569 768,157 0

Glenn Komatsu CMO - (1) 340,921 74,331 17,500 19,556 20,569 472,877 0TCH (ii) 0 0 0 0 0 0 0

Pat Modrzejewski Chief (i) 308,595 67,836 17,500 27,682 6,899 428,512 0Development Officer (ii) 0 0 0 0 0 0 0

Richard Glimp CMO - (1) 324,404 68,650 0 10,156 20,125 423,335 0LCMH (ii) 0 0 0 0 0 0 0

Teresa David COO - (1) 300,263 88,951 0 10,525 18,136 417,875 0Facey Med Foundation (ii) 0 0 0 0 0 0 0

James Corwin CFO - ()i 299,408 77,091 11,404 15,164 19,902 422,969 0Facey Med Foundation (H ) 0 0 0 0 0 0 0

Karl Carrier Former (1) 0 0 0 0 0 0 0CFO (ii) 5,542 175,407 460 200,502 1,486 383,397 106,408

Kerry Carmody Former (1) 0 0 0 0 0 0 0COO (ii) 19,669 207,213 530,696 333,783 24,167 1,115,528 0

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l efile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493321085014

Schedule K OMB No 1545-0047

(Form 990) Supplemental Information on Tax Exempt Bonds1- Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,

2013explanations, and any additional information in Part VI.1- Attach to Form 990. 1- See separate instructions.

Department of the Treasury 1-Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990 .Internal Revenue Service

Name of the organization Employer identification number

PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA51-0216589

Bond Issues

(h) On(i) Pool

(a) Issuer name ( b) Issuer EIN (c) CUSIP # ( d) Date issued (e) Issue price (f) Description of purpose(g) Defeased behalf of

financingissuer

Yes No Yes No Yes No

CA Health Facilities FinancingA Authority 52-1643828 13033F71_8 11-06-2008 284,698,621 See PART VI X X X

CA Health Facilities FinancingConstruct Patient Tower- Holy

B Authority 52-1643828 13033LBZ9 07-29-2009 145,060,500Cross Med Ctr

X X X

•m.ii Proceeds

A B C D

1 Amount of bonds retired 14,400,000

2 Amount of bonds legally defeased 2,070,000

3 Total proceeds of issue 284 ,698,622 145,228,940

4 Gross proceeds in reserve funds 8 8

5 Capitalized interest from proceeds 13,434,940 13,434,940

6 Proceeds in refunding escrows

7 Issuance costs from proceeds 4,582,212 2,072,500

8 Credit enhancement from proceeds

9 Working capital expenditures from proceeds

10 Capital expenditures from proceeds 129,637,276 129,637,276

11 Other spent proceeds 280,116,410 84,216

12 Other unspent proceeds 8 8

13 Year of substantial completion 2008 2011

Yes No Yes No Yes No Yes No

14 Were the bonds issued as part of a current refunding issue? X X

15 Were the bonds issued as part of an advance refunding issue? X X

16 Has the final allocation of proceeds been made? X X

17 Does the organization maintain adequate books and records to support the finalallocation of proceeds?

X X

i n.iii Private Business Use

A B C D

Yes No Yes No Yes No Yes No

1 Was the organization a partner in a partnership, or a member of an LLC, which ownedproperty financed by tax-exempt bonds?

X X

2 Are there any lease arrangements that may result in private business use of bond-X X

financed property?

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50193E Schedule K (Form 990) 2013

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Schedule K (Form 990) 2013 Pa g e 2

Private Business Use (Continued)

A B C D

Yes No Yes No Yes No Yes No

3a Are there any management or service contracts that may result in private business useof bond-financed property?

X X

b If "Yes" to line 3a, does the organization routinely engage bond counsel or otheroutside counsel to review any management or service contracts relating to the financedproperty?

c Are there any research agreements that may result in private business use of bond-financed property? X X

d If "Yes" to line 3c, does the organization routinely engage bond counsel or otheroutside counsel to review any research agreements relating to the financed property?

4 Enter the percentage of financed property used in a private business use by entitiesother than a section 501(c)(3) organization or a state or local government 0- 0 % 0 %

5 Enter the percentage of financed property used in a private business use as a result ofunrelated trade or business activity carried on by your organization, another section 0 % 0 %501(c)(3) organization, or a state or local government 0-

6 Total of lines 4 and 5 0% 0 %

7 Does the bond issue meet the private security or payment test? X X

ga Has there been a sale or disposition of any of the bond financed property to anongovernmental person other than a 501(c)(3) organization since the bonds were X Xissued?

b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of

c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections1 141-12 and 1 145-27

g Has the organization established written procedures to ensure that all nonqualifiedbonds of the issue are remediated in accordance with the requirements under X XRegulations sections 1 141-12 and 1 145-2?

ArbitrageA B C D

Yes No Yes No Yes No Yes No

1 Has the issuerfiled Form 8038-T? X X

2 If "No" to line 1, did the following apply?

a Rebate not due yet? X X

b Exception to rebate? X X

c No rebate due? X X

If you checked No rebate due" in line 2c, provide inPart VI the date the rebate computation was performed

3 Is the bond issue a variable rate issue? X X

4a Has the organization or the governmental issuer enteredinto a qualified hedge with respect to the bond issue?

X X

b Name of provider

c Term of hedge

d Was the hedge superintegrated?

e Was the hedge terminated?

Schedule K (Form 990) 2013

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Schedule K (Form 990) 2013 Page 3

Arbitrage (Continued)A B C D

Yes No Yes No Yes No Yes No

5a Were gross proceeds invested in a guaranteed investmentX X

contract (GIC)7

b Name of provider

c Term of GIC

d Was the regulatory safe harbor for establishing the fair marketvalue of the GIC satisfied?

6 Were any gross proceeds invested beyond an available temporaryperiod?

X X

7 Has the organization established written procedures to monitorthe requirements of section 148?

X X

Procedures To Undertake Corrective Action

Has the organization established written procedures to ensurethat violations of federal tax requirements are timely identifiedand corrected through the voluntary closing agreement program ifself-remediation is not available under arDlicable regulations?

A

I Yes I No I Yes I No I Yes I No I Yes I No

D

Su lemental Information . Provide additional information for res ponses to q uestions on Schedule K ( see instructions ) .

Return Reference Explanation

SCHEDULE K, ISSUE A PART I, Refinance bank loan used for acquisition of Providence Tarzana Medical Center, currently call the CHFFA Series 2001 A, B & C (Providence HealthQUESTION (F) System) and CHFFA Series 1998 (Little Company of Mary)

SCHEDULE K, ISSUE A PART IV, The most recent rebate computation for the bonds was completed through 12/11/2013QUESTION 2C

SCHEDULE K, ISSUE A PART III As provided in Treasury Regulation Section 1 141-4(c)(2)(i)(B), the amount of private payments taken into account under the private payment test maynot exceed the amount of private business use and/or unrelated trade or business use Accordingly, the amount of private payments for the reportingperiod does not exceed the amount stated in Part III, Line 6 The Organization has not undertaken an analysis of the private security test with respect tothe bonds, as the level of private business use and/or unrelated trade or business use reported in Part III, Line 6 is not in excess of amounts permittedunder Section 145 of the Code

SCHEDULE K, ISSUE B PART II - The amount of the Total Proceeds of Issue are greater than the Issue Price due to Investment Earnings on the proceedsPROCEEDS

Schedule K (Form 990) 2013

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l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493321085014

SCHEDULE 0OMB No 1545 0047

(Form 990 or 990-EZ) Supplemental Information to Form 990 or 990-EZ 2013Department of the Treasury

Complete to provide information for responses to specific questions on

Form 990 or to provide any additional information . OpenInternal Revenue Service

1- Attach to Form 990 or 990-EZ. Inspection

1- Information about Schedule 0 (Form 990 or 990-EZ) and its instructions is atwww.irs.gov/form990.

Name of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

51-0216589

Return Reference Explanation

Form 990, Part VI, Section A, line 6 The sole Member of the Corporation is Providence Health & Services

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Return Reference Explanation

Form 990, Part VI,Section A, line 7a

The powers of the Corporate Member include the provision to appoint the number of Directors, appoint the Board ofDirectors and to remove such Directors at any time with or without cause

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ReturnReference

Explanation

Form 990, Part The following powers are reserved exclusively to the Corporate Member A) To adopt and amend the Articles of IncorporationVI, Section A, and the Bylaws of the Foundation after consultation with the Foundation's Board of Directors B) To approve the merger,line 7b consolidation, or affiliation of the Foundation with another corporation, organization or program, or the dissolution of the

Foundation C) To approve any strategic plan of the Foundation D) To approve the annual fundraising plan including specialevents, annual, capital and planned giving activities E) To approve the acceptance of any gift that carries conditions orlimitations or any gift restricted to services, programs or facilities not currently offered or approved to be offered by theCorporate Member's Board of Directors

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Return Reference Explanation

Form 990, Part VI,Section B, line 11

The Form 990 is prepared internally by experienced staff and reviewed by the internal Director of Taxes andexternal tax advisors The Board of Directors reviewed the Form 990 prior to filing w ith the IRS

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ReturnReference

Explanation

Form 990, Part Providence Health & Services maintains a conflict of interest policy that applies to board members and management of allVI, Section B, Providence-related organizations The purpose of the policy is to guide and direct those serving the Providence Health &line 12c Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in

ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or theappearance of a conflict, between the interests of an individual associated with Providence and Providence On an annualbasis, each board member and management level employee must complete and submit an updated conflict of intereststatement Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with theDepartment of Legal Affairs If it is determined that an actual conflict exists, appropriate follow-up action is taken with theindividual to rectify the conflict

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ReturnReference

Explanation

Form 990, It is Providence's intention to make financial information accessible and transparent Although the filing of Form 990 providesPart VI, insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the informationSection B, directly from Form 990 can be challenging The following paragraphs provide further information about the process we use toline 15 determine compensation for top management, officers and key employees Providence has a single fiduciary Board, with

responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protectingthe assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entitiesProvidence also maintains a network of community ministry boards with responsibility for quality of care oversight, communityrelations, advocacy and community needs assessments Providence has a consistent compensation philosophy for all of itsemployees, including our senior executives Salaries for senior executives are determined by the Providence Board's HumanResources Committee and approved by the full Board of Directors, none of whom is a Providence employee The Board retainsan independent consultant each year to review salaries of those in the most significant leadership roles in the organization Partof the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems inthe United States Providence is one of the larger health systems in the country, and as such, the Board benchmarks executivecompensation against other large, not-for-profit health systems whose revenue is similar to that of Providence Base salaries forProvidence executives are set at the median level of the market, as identified by the independent consultant and reviewed withthe Human Resources Committee Each year, the Board Chair conducts a formal performance evaluation of the President/CEOthat considers input from the other directors and senior leaders reporting to the President The evaluation is discussed with theHuman Resources Committee and then a recommendation is made by the committee to the full Board The Board Chair and theChair of the Human Resources Committee also meet with an independent consultant to develop a salary recommendation, whichis reviewed and approved first by the committee and then by the Board of Directors Additionally, the President/CEO utilizes themarket information provided by the consultant along with formal performance evaluations, to determine salary recommendationsfor other senior executives This process includes a rigorous analysis of those recommendations with the Human ResourcesCommittee as a part of the review and approval process Performance incentives allow executives to earn additionalcompensation if they achieve specific organizational and individual goals for furthering Providence operating principles -advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, deliveringtop-rated customer satisfaction, meeting employee satisfaction goals and reaching financial performance objectives The Boardof Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-prof it health care systems The Board's process for executive compensation fully complies with IRS standards and mirrors thebest practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, andAccountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector

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Return ExplanationReference

Form 990, Part VI, Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public uponSection C, line 19 written request The consolidated Health System financial statements are available on our public Internet site

www2 providence org All governing policies including the conflict of interest policy, as well as 990 filings are available toemployees on the Intranet site

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Return ExplanationReference

Form 990, Michael Hunn - 501 S Buena Vista Street, Burbank, CA 91505 Dave Mast - 501 S Buena Vista Street, Burbank, CA 91505Part VII Michael Rembis - 501 S Buena Vista Street, Burbank, CA 91505 Elizabeth Dunne - 4101 Torrance Boulevard, Torrance, CA

90503 Nancy Carlson - 1300 West 7th Street, San Pedro, CA 90732 Gerald Clute - 18321 Clark Street, Tarzana, CA 91353Dale Surow itz - 501 S Buena Vista Street, Burbank, CA 91505

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Return ExplanationReference

Form 990, Part XI, Recipient Organization Adjustment 9,663,896 IAF Consolidated Equity Transfers 62,452,158 Contributionsline 9 Reclassifications -611,681 SOP Employee Discount 48,000 Auxiliary Add Impact -126,999 Rounding -1

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Return Reference Explanation

FROM 990 , PART XII, The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight ofLINE 2C - AUDIT & the integrity of the System's financial statements and reporting, the audit process and the System's internal financialCOMPLIANCE controls and policies, compliance with ethical , legal and regulatory standards and requirements, the independence,

qualifications and performance of the System' s internal and external auditors, the System's investment committee, andinforms the Board of Directors of critical risk areas and recommended mitigation

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ReturnReference

Explanation

FORM 990, Our volunteers provide valuable assistance to all of our ministries through a variety of services Some specific examplesPART I, LINE6 include the following BEYOND FIFTY VOLUNTEER In conjunction with the Beyond Fifty Program, volunteers may sign up to

work on Beyond Fifty projects with the Beyond Fifty Program manager These projects usually involve mailings and/or filingVOLUNTEERS CLERICAL VOLUNTEERS Clerical volunteers perform general office work such as filing, mailing, data entry, word processing,

answering phones, making charts and copying forms They work in most of the business and clinical offices throughout thehospital CLINICAL VOLUNTEERS Clinical volunteers work on the nursing floors in 4 hour shifts They help with trays andfeeding and check on patients to be sure they are comfortable They also put away clean linens, make beds, run errands forthe nurses, keep the nurses' kitchen in order, take patients for wheelchair walks and discharge patients EMERGENCY ROOMVOLUNTEERS These volunteers work a four hour shift once a week Duties include making phone calls to recently dischargedpatients, checking on their condition and asking a few brief questions regarding the care they received while a patient, helpingat the registration desk, checking on each patient to see if they need anything, running errands for the staff, answeringphones, discharging patients by w heel chair, making beds, etc INFORMATION DESK They must be able to multi-task answerphones, direct patients and be willing to walk patients to their destinations They must have excellent customer relation skillsMESSENGER CENTER Volunteers work a four hour shift answering the messenger phone, carrying lab samples, charts, x-rays, etc and transporting ambulatory patients by w heel chair within the hospital The messengers also work on mailingprojects for various departments This is an opportunity for those who like to walk and enjoy a variety of experiences as wellas enjoying the constant contact with others MUSIC PROGRAM Volunteers who sing or playa musical instrument schedulefour hours per week to visit patients and sing or play for them Harpists and guitar players are needed as well as othermovable instruments which can be played individually PATIENT VISITOR These volunteers visit the newly admitted patients towelcome them and provide a friendly ear for requests, complaints or just a brief visit The volunteer must be outgoing andfriendly, able to make easy conversation PETS WITH A PURPOSE This program is in conjunction with Recreation Therapy Petvolunteers visit patients with their dogs The dogs are chosen for their friendly personalities and must pass behavioral testsand training to qualify Visiting is done on a rotating schedule All applications must be approved by Recreation TherapyManager SPIRITUAL CARE VOLUNTEERS Eucharistic Ministers visit the sick and bring Holy Communion to patients requestingthe service This is done on a rotating basis as the volunteer is available Other volunteers work on projects such as little giftsand handouts for patients SURGERY WAITING ROOM DESK Another customer service job places the volunteer in the SurgeryWaiting room He/she must keep track of all patients' family members and other visitors and dispense information regarding thepatient in surgery Duties include keeping the room neat, monitoring the television, making and serving coffee and tea andcleaning up at the end of the shift The volunteer must also maintain a pleasant, helpful attitude at all times Volunteers withProvidence High School assist in the following capacities * Meeting Attendance * Preparing special mailings * Laundry *Building Props and making costumes * Supervision of special events * Setting up for special events * Cleaning up after events" Hospitality for events * Video special events * Chaperoning field trips and dances * Courier Service * Traffic Control

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Return Reference Explanation

FORM 990, PART VII - As members of the Religious Community, each Sister has taken a vow of poverty as a compulsory part of herRELIGIOUS COMMUNITY religious life Any compensation for services of a Sister inures only for the benefit of the Community, not theMEMBERS individual members All payments for services are made directly to the Religious Community

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l efile GRAPHIC p rint - DO NOT PROCESS

SCHEDULE R(Form 990)

Department of the Treasury

Internal Revenue Service

As Filed Data -

Related Organizations and Unrelated Partnerships

1- Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.1- Attach to Form 990. 1- See separate instructions.

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

DLN:93493321085014

OMB No 1545-0047

2013

Name of the organization Employer identification numberPROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

51-0216589

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 (stateor foreign country)

(d)Total income

(e)End-of-year assets

(f)Direct controlling

entity

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

(a)Name, address, and EIN of related organization

( b)Primary activity

(c)Legal domicile (stateor 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?

Yes No

See Additional Data Table

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule R (Form 990) 2013

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Schedule R (Form 990) 2013 Page 2

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34because 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 orforeigncountry)

(d)Direct

controllingentity

(e)Predominant

income(related,unrelated,

excluded fromtax under

sections 512-514)

(f)Share of

total income

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V-UBI

amount in box20 of

Schedule K-1(Form 1065)

U)General ormanagingpartner?

(k)Percentageownership

Yes No Yes No

See Additional Data Table

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, Scorp,

or trust)

(f)Share of total

income

(g)Share of end-

of-yearassets

(h)Percentageownership

(i)Section 512

(b)(13)controlledentity?

Yes No

See Additional Data Table

Schedule R (Form 990) 2013

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Schedule R (Form 990) 2013

ff^ 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

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)

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

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

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

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

o Sharing of paid employees with related organization(s)

p Reimbursement paid to related organization(s) for expenses

q Reimbursement paid by related organization(s) for expenses

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

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

Page 3

YesFNo

No

Yes

Yes

No

Yes

if No

lg No

lh No

li No

li No

lk No-

ll No

lm No

In No

to Yes

I Ilp Yes

lq No

lr No

is No

2 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)Transactiontype (a-s)

(c)Amount involved

(d)Method of determining amount involved

(1) Providence Health & Services Foundation C 3,849,224 Cost

(2) Providence Little Company of Mary Foundation C 6,579,570 Cost

(3) Providence Little Company of Mary Foundation B 2,945,631 Cost

(4) Providence Health & Services Foundation B 4,616,759 Cost

Schedule R (Form 990) 2013

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Schedule R (Form 990) 2013 Page 4

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 grossrevenue) 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 orforeigncountry)

(d)Predominant

income(related,unrelated,

excluded fromtax under

sections 512-

(e)Are all partners

section501(c)(3)

organizations?

(f)Share of

totalincome

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V7UBIamount inbox 20

of ScheduleK-1

(Form 1065)

U)General ormanagingpart ner?

(k)Percentageownership

514)Yes No Yes No Yes No

Schedule R (Form 990) 2013

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Schedule R (Form 990) 2013 Page 5

Supplemental Information

Provide additional information for responses to auestions on Schedule R (see instructions

Return Reference Explanation

Schedule R (Form 990) 201

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Additional Data

Software ID:

Software Version:

EIN: 51 -0216589

Name : PROVIDENCE HEALTH SYSTEM -SO CALIFORNIA

Form 990, Schedule R, Part II - Identification of Related Tax-Exempt Organizations(a) (b) (c) (d) (e) (f) (g)

Name, address, and EIN of related organization Primary activity Legal domicile Exempt Code Public charity Direct controlling Section 512(state section status entity (b)(13)

or foreign country) (if section 501(c) controlled(3)) entity?

Yes No

(1) Providence Health & Services - Washington Healthcare System WA 501( c)(3) Line 3 Providence Health & NoServices

1801 Lind Avenue SW 9016Renton, WA 98057901651-0216586

(1) Providence Health & Services - Oregon Healthcare System OR 501( c)(3) Line 3 Providence Health & NoServices

1801 Lind Avenue SW 9016Renton, WA 98057901651-0216587

(2) Everett Transitional Care Services Transitional Care WA 501( c)(3) Line 9 N/A No

PO Box 5128Everett, WA 98206512894-3264605

(3) Providence Oregon Management Corporation Shell Corporation OR 501( c)(3) Line 1 PH &S- Oregon No

1801 Lind Avenue SW 9016Renton, WA 98057901693-0813977

(4) Providence Plan Partners Healthcare Services OR 501( c)(4) N/A PH &S- Oregon No

4400 NE Halsey Bldg 2Portland, OR 9721391-1861964

(5) Providence Health Plan Health Service OR 501( c)(4) N/A Providence Plan NoContractor Partners

4400 NE Halsey Bldg 2Portland, OR 9721393-0863097

(6) Providence Health Assurance Medicaid Healthcare OR 501( c)(4) N/A Providence Health NoProvider Plan

4400 NE Halsey Bldg 2Portland, OR 9721355-0828701

(7) Providence Medical Institute Healthcare CA 501( c)(3) Line 11/Type I PHS - So California Yes

4101 Torrance BlvdTorrance, CA 9050333-0283773

(8) Little Company of Mary Ancillary Services Corporation Imaging Services CA 501( c)(3) Line 9 PHS - So California Yes

4101 Torrance BlvdTorrance, CA 9050333-0844408

(9) Providence TrinityCare Hospice Hospice CA 501( c)(3) Line 9 PHS - So California Yes

5315 Torrance Blvd Suite B1Torrance, CA 9050395-3264139

(10) Providence Blanchet Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

1700 Providence PICentralia, WA 9853191-1789266

(11) St Luke Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

350 Washington Ave SEChehalis, WA 9835294-3176618

(12) Providence Rossi Association Housing WA 501( c)(3) Line 9 PH & S - Washington No

1700 Providence PICentralia, WA 9853131-1584166

(13) Lundberg Association Housing OR 501( c)(3) Line 7 PH &S- Oregon No

5921 E BurnsidePortland, OR 9721591-1562797

(14) Providence St Francis Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

3415 12th Avenue NEOlympia, WA 9850694-3244854

(15) Providence PeterClaverAssociation Housing WA 501( c)(3) Line 7 PH & S - Washington No

7101 38th Avenue SouthSeattle, WA 9811831-1629656

(16) Providence St Elizabeth House Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

3201 SW Graham StSeattle, WA 9812691-2171539

(17) Providence Gamelin House Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

4515 MLK Jr Way S Ste 200Seattle, WA 9810831-1744654

(18) The Gamelin Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

312 North Fourth StYakima, WA 9890191-1180824

(19) The Gamelin Oregon Association Housing OR 501( c)(3) Line 9 PH &S- Oregon No

5520 NE GlisanPortland, OR 9721391-1214491

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Form 990. Schedule R. Part II - Identification of Related Tax-Exemut Organizations(a) (b) (c) (d) (e) (f) (g)

Name, address, and EIN of related organization Primary activity Legal domicile Exempt Code Public charity Direct controlling Section 512(state section status entity (b)(1 3 )

or foreign country) (if section 501(c) controlled(3)) entity?

Yes No

(21)The Gamelin California Association Housing CA 501( c)(3) Line 9 PHS - So California Yes

540 23rd StOakland, CA 9461291-1293869

(1) Gamelin Washington Association Housing WA 501( c)(3) Line 7 PH & S - Washington No

1423 First AvenueSeattle, WA 9810120-1910170

(2) Providence Foundation Support PH&S WA 501( c)(3) Line 11/Type I PH & S - Washington NoInstitutions

1801 Lind Avenue SW 9016Renton, WA 98057901694-3078543

(3) Providence Alaska Foundation Support PHS-Alaska AK 501( c)(3) Line 11/Type I PH & S - Washington No

3300 Providence Drive - B Tower2Anchorage, AK 9950892-0093565

(4) Providence St Peter Foundation Support Affiliated Tax- WA 501( c)(3) Line 7 PH & S - Washington NoExempt Organization

413 Lilly Road NEOlympia, WA 98506516691-1097056

(5) Providence Health Care Foundation (Centralia) Support Providence WA 501( c)(3) Line 7 PH & S - Washington NoCentralia Hospital

914 S Scheuber RoadCentralia, WA 9853191-1433382

(6) Providence Mount St Vincent Foundation Support Providence WA 501( c)(3) Line 7 PH & S - Washington NoMount St Vincent

4831 - 35th Avenue SWSeattle, WA 98126279991-1188119

(7) Providence Marianwood Foundation Support Providence WA 501( c)(3) Line 11/Type I PH & S - Washington NoMarianwood

3725 Providence Point Drive SEIssaquah, WA 98029721993-1554288

(8) Providence Newberg Health Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoNewberg Medical

1001 Providence Drive CenterNewberg, OR 9713293-0889144

(9) Providence Seaside Hospital Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoSeaside Hospital

725 S Wahanna RdSeaside, OR 9713893-0927320

(10) Providence Community Health Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoMedford Medical

1111 Crater Lake Ave CenterMedford, OR 9750493-0692907

(11) Providence Benedictine Nursing Center Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoBenedictine Nursing

540 South Main St CenterMt Angel, OR 97362953291-1940286

(12) Providence Portland Medical Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoPortland Medical

4805 NE Glisan St CenterPortland, OR 97213296793-1231494

(13) Providence St Vincent Medical Foundation Support Providence St OR 501( c)(3) Line 7 PH &S- Oregon NoVincent Medical

9205 SW Barnes Rd CenterPortland, OR 9722593-0575982

(14) Providence Milwaukie Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoMilwaukie Hospital

10150 SE 32ndMilwaukie, OR 9722294-3079515

(15) Providence Child Center Foundation Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoChild Center

830 NE 47thPortland, OR 9721393-0800140

(16) Providence TrinityCare Hospice Foundation Support TrinityCare CA 501( c)(3) Line 7 PHS - So California YesHospice

5315 Torrance Blvd Suite B1Torrance, CA 9050333-0261016

(17) Providence Little Company of Mary Foundation Support Little CA 501( c)(3) Line 7 PHS - So California YesCompany of Mary

4101 Torrance Blvd Service AreaTorrance, CA 9050351-0224944

(18) PH&S FoundationSFVSA & SCVSA Support Program & CA 501( c)(3) Line 7 PHS - So California YesActivities of SFVSA &

501 S Buena Vista Street SCVSABurbank, CA 9150595-3544877

(19) Providence Hospice of Seattle Foundation Support Hospice of WA 501( c)(3) Line 11/Type I PH & S - Washington NoSeattle

425 Pontius Avenue North 300Seattle, WA 98109545291-2077378

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Form 990. Schedule R. Part II - Identification of Related Tax-Exemut Organizations(a) (b) (c) (d) (e) (f) (g)

Name, address, and EIN of related organization Primary activity Legal domicile Exempt Code Public charity Direct controlling Section 512(state section status entity (b)(13)

or foreign (if section 501(c) controlledcountry) (3)) entity?

Yes No

(41) Providence Health & Services - Western Washington Healthcare WA 501( c)(3) Line 3 Providence NoM in is triesWHC

1801 Lind Avenue SW 9016Renton, WA 98057901691-1303277

(1) Providence Health & Services Shell Corporation WA 501( c)(3) Line 11/Type I N/A No

1801 Lind Avenue SW 9016Renton, WA 98057901691-1549796

(2) Providence Health & Services - Montana Healthcare MT 501( c)(3) Line 3 PH & S - Washington No

500 W Broadway PO Box 4587Missoula, MT 59806458781-0231793

(3) Providence St Joseph Medical Center Healthcare MT 501( c)(3) Line 3 PH & S - Washington No

PO Box 1010Poison, MT 59860101081-0463482

(4) StThomas Child and Family Center Early Childhood MT 501( c)(3) Line 1 PH & S - Washington NoEducation

1710 Benefis CourtGreat Falls, MT 5940581-0233495

(5) Sisters of Providence of Montana Corporation Shell Corporation MT 501( c)(3) Line 1 PH & S - Washington No

1801 Lind Avenue SW 9016Renton, WA 98057901626-2612415

(6) Providence Health Care Foundation - Eastern Washington Support PH&S-WA WA 501( c)(3) Line 7 PH & S - Washington NoMinistries in E WA

101 W8th AveSpokane, WA 9920432-0014330

(7) St Patrick Hospital Foundation Support Healthcare in W MT 501( c)(3) Line 7 PH & S - Washington NoMontana

500 West Broadway PO Box 4587Missoula, MT 59806458723-7056976

(8) University of Great Falls Post Secondary MT 501( c)(3) Line 2 PH & S - Washington NoEducation

1301 20th Street SouthGreat Falls, MT 5940581-0231777

(9) E WA & MT Unemployment Compensation Insurance Trust Unemployment Benefits WA 501( c)(3) Line 11/Type I PH & S - Washington No

1801 Lind Avenue SW 9016Renton, WA 98057901691-1082119

(10) Providence Willamette Falls Medical Foundation Support Willamette Falls OR 501( c)(3) Line 11/Type I PH &S- Oregon NoHospital

1500 Division StreetOregon City, O R 9704593-1003750

(11) Providence Hood River Memorial Hospital Foundation Inc Support Providence OR 501( c)(3) Line 7 PH &S- Oregon NoHood River Memorial

811 13th St HospitalHood River, OR 9703193-0921990

(12) Providence Hospice and Home Care Foundation Support Program & WA 501(c )(3) Line 7 PH & S - Washington NoMinistries ofPHHC

2731 Wetmore Avenue Suite 500Everett, WA 9820127-2552749

(13) Providence St Mary Foundation Support Program & WA 501(c )(3) Line 7 PH & S - Washington NoMinistries ofSMMC

401 W Poplar StWalla Walla, WA 9936245-2841492

(14) Facey Medical Foundation Support Facey Medical CA 501(c )(3) Line 7 PHS - So California YesGroup

15451 San Fernando Mission Blvd 200Mission Hills, CA 91345142095-4322584

(15) Swedish Health Services Healthcare WA 501(c )(3) Line 3 Western HealthConnect No

747 BroadwaySeattle, WA 9812291-0433740

(16) Swedish Edmonds Healthcare WA 501(c )(3) Line 3 Western HealthConnect No

21601 76th Ave WEdmonds, WA 9802627-2305304

(17) Swedish Medical Center Foundation Support Swedish Health WA 501(c )(3) Line 7 Swedish Health Services NoServices

747 BroadwaySeattle, WA 9812291-0983214

(18) Global To Local Health Initiative Healthcare WA 501(c )(3) Line 7 Swedish Health Services No

747 BroadwaySeattle, WA 9812227-3133200

(19) Swedish MJM Holdings Holding Company WA 501(c )(3) Line 11/Type I Swedish Health Services No

747 BroadwaySeattle, WA 9812227-3139262

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Form 990. Schedule R. Part II - Identification of Related Tax-Exemut Organizations(a) (b) (c) (d) (e) (f) (g)

Name, address, and EIN of related organization Primary activity Legal domicile Exempt Code Public charity Direct controlling Section 512(state section status entity (b)(1 3 )

or foreign (if section 501(c) controlledcountry) (3)) entity?

Yes No

(61) Marsha Rivkin Center for Ovarian Cancer Research Ovarian Cancer Research WA 501(c )(3) Line 7 Swedish Health NoServices

747 BroadwaySeattle, WA 9812291-2054035

(1) Western HealthConnect Shell Corporation WA 501(c )(3) Line 11/Type I PH&S Western NoWashington

747 BroadwaySeattle, WA 9812245-4171900

(2) Inland Northwest Health Services Healthcare WA 501( c)(3) Line 3 PH&S - Washington No

601 W 1st AvenueSpokane, WA 9920191-1307555

(3) PHN Holdings Strategic/Planning services CA 501( c)(4) Pending PHS - So California Yesfor PH N

20555 Earl StreetTorrance, CA 9050346-1814184

(4) Providence Health Network Prepaid Healthcare CA 501( c)(4) Pending PHN Holdings Yes

20555 Earl StreetTorrance, CA 9050380-0886966

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Form 990. Schedule R. Part III - Identification of Related Organizations Taxable as a Partnershiu(c) (e) (h) (])

(a) (b)Legal ( d)

Predominant(f) (g) Disproprtionate (i) General

(k)

Name address and EIN of Primary activityDomicile Direct

^ncome(relatedShare of total Share of end-of- allocations? Code V-UBI or

PercentaPercentage, ,related organization

(State Controlling,

unrelatedincome year assets amount in Managing

ownershipor Entity

,Box 20 of K-1 Partner?

Foreignexcluded from

(Form 1065)Country)

tax undersections512-514)

Yes No Yes No

Alpha Medical Laboratory Outpatient Lab ID PAML LLC Related No NoLLC

611NPerrySpokane, WA 9920291-2017347

Broadway Imaging LLC Medical Imaging MT PH&S - MT Related No No

500 W BroadwayMissoula, MT 5980252-2405971

California Laboratory Outpatient Lab CA PHS - So Related -829,216 -635,430 No No 85 900 %Associates LLC California

501 Buena VistaBurbank, CA 9150527-3888692

Center for Specialty Ambulatory Surgery OR PH&S - OR Related No NoSurgery LLC Center

11782 SW Barnes RdPortland, OR 9722526-3638838

Clackamas Radiation Radiation Oncology OR PH&S - OR Related No NoOncology Center LLC

4400 NE Halsey St Bldg II495Portland, OR 9721326-0381897

Ctr for Med Imaging- Imaging - OR PH&S - OR Related No NoBridgeport LLC Diagnostics

4400 NE Halsey St Bldg II495Portland, OR 9721326-0796953

Ctrfor Medlmaging- Imaging - OR PH&S - OR Related No NoTanasbourne LLC Diagnostics

4400 NE Halsey St Bldg II495Portland, OR 9721320-0477972

Greater Valley Medical Real Estate - MOB CA PHS - So Investment 264,734 4,166,343 No No 50 000 %Building LP California

501 S Buena Vista StBurbank, CA 9150595-4570858

Medalia Healthcare LLC Physician Benefits WA PH&S - WA Investment No No

1801 Lind Ave SW 9016Renton, WA 9805791-1660459

Minor&James Medical Physician Clinic WA Swedish MJM N/A No NoPLLC Holdings Inc

515 Minor Avenue 200Seattle, WA 9810491-1340223

Mountainstar Clinical Outpatient Lab MT PAML LLC Related No NoLaboratories LLC

611NPerrySpokane, WA 9920226-1345983

Oregon Advanced Imaging Medical Imaging OR PH&S - OR Related No NoLLC

881 OHare ParkwayMedford, OR 9750445-0471748

Oregon Outpatient Surgery Ambulatory Surgery OR PH&S - OR Related No NoCenter Center

7300 SW Childs RdTigard, OR 9722422-3883387

PacLab LLC Outpatient Lab WA PH&S - WA Related No No

611NPerrySpokane, WA 9920291-1743952

Pathology Associates Outpatient Lab WA Bourget Related No NoMedical Laboratories LLC Health

Services Inc611NPerrySpokane, WA 9920227-0943279

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Form 990. Schedule R. Part III - Identification of Related Organizations Taxable as a Partnershiu

(c) (e) (h) (])

(a) (b)Legal (d) Predominant (f) (g) Disproprtionate (i) General

(k)

Name address and EIN of Primary activityDomicile Direct income Share of total Share of end-of- allocations? Code V-UBI or

PercentaPercentage, ,related organization

(State Controlling (related, income year assets amount in Managingownership

or Entity unrelated, Box 20 of K-1 Partner?

Foreign excluded from (Form 1065)Country) tax under

sections512-514 ) Yes No Yes No

PETCT Imaging at Swedish Medical Imaging WA Swedish Related No NoCancer Institute LLC Health

Services1221 Madison StreetSeattle, WA 9810420-3132044

Portland Medical Imaging Imaging - OR PH&S - OR Related No NoLLC Diagnostics

4400 NE Halsey St Bldg II495Portland, OR 9721320-1054971

Prov Radiation Oncology Real Estate - MOB OR PH&S - OR Investment No NoDevelop Assn LLC

4401 NE Halsey St Bldg II495Portland, OR 9721326-0682491

Providence Imaging Center Medical Imaging AK PH&S - WA Related No No

3340 Providence DriveAnchorage, AK 9950892-0118807

Providence Partners for Clinical Quality & CA PHS - So Related -56,410 893,410 No No 50 000 %Health LLC Integration California

501 S Buena Vista StBurbank, CA 9150545-4041798

ProvidenceUSP Santa Ambulatory CA PHS - So Related 422,940 2,744,191 No No 51 000 %Clarita GP LLC Surgery Center California

11550 Indian Hills Road160Mission Hills, CA 9134520-2829660

ProvidenceUSP Surgery Ambulatory CA PHS - So Related No NoCtrs LLC Surgery Center California

11550 Indian Hills Road160Mission Hills, CA 9134520-0905938

Southern Idaho Regional Outpatient Lab ID PAML LLC Related No NoLaboratory LLC

611NPerrySpokane, WA 9920282-0511819

Tri-Cities Laboratory LLC Outpatient Lab WA PAML LLC Related No No

611NPerrySpokane, WA 9920291-1773986

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Form 990. Schedule R. Part IV - Identification of Related Organizations Taxable as a Coruoration or Trust

( (b) (c) (d) (e) (g) (h)Name, address, and EIN of relatedPrimary activity Legal Domicile Direct Controlling Type of entity

Share of totalShare of Percentage 0)

organization(State or Entity (C corp, S corp,

incomeend-of-year ownership

Section 512(b)

Foreign or trust) assets(13) controlled

Country)entity?

Yes No

Providence Health Ventures Inc Investment CA N/A C No4101 Torrance BlvdTorrance, CA 9050333-0122216

Caron Health Corporation Medical MT N/A C No510 W Front St PhysicianMissoula, MT 59802 Service81-0486082

Providence Health Care Ventures Inc Clinical/Medical WA N/A C No101 W 8th Ave TAF C-9 LabSpokane, WA 9920490-0155714

Providence Physician Services Co Clinical/Medical WA N/A C No101 W 8th Ave TAF C-9 LabSpokane, WA 9920491-1216033

Yakima Medical Arts Inc Rental Real WA N/A C No611 N Perry 100 EstateSpokane, WA 9920291-0787963

Bourget Health Services Inc Clinical/Medical WA N/A C NoPO Box 2687 LabSpokane, WA 9922091-1354431

1221 Madison Street Owners Assoc Owners' WA N/A C No747 Broadway AssociationSeattle, WA 9812220-1954319

Washington Cancer Centers PC Cancer WA N/A C No1560 N 115th G-16 TreatmentSeattle, WA 9813391-1792791

Western HealthConnect Ventures Inc Investment WA N/A C No1801 Lind Ave SW 9016Renton, WA 9805780-0953654

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PROVIDENCE HEALTH & SERVICES

Combined Financial Statements

December 31, 2013 and 2012

(With Independent Auditors' Report Thereon)

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KPMG LLPSuite 2900

1918 Eighth AvenueSeattle, WA 98101

Independent Auditors' Report

The Board of DirectorsProvidence Health & Services

We have audited the accompanying combined financial statements of Providence Health & Services. «hichcomprise the combined balance sheets as of December 3 1. 2013 and 2012. and the related combinedstatements of operations. changes in net assets. and cash flo« s for the Nears then ended. and the relatednotes to the combined financial statements

Management's Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statementsin accordance «tth U S generallN accepted accounting principles. this includes the design. implementation.and maintenance of internal control relevant to the preparation and fair presentation of combined financialstatements that are free from material misstatement. «hether due to fraud or error

Auditors' Responsibility

Our responsibilitN is to express an opinion on these combined financial statements based on our audits Weconducted our audits in accordance «ith auditing standards generallN accepted in the United States ofAmerica Those standards require that «e plan and perform the audits to obtain reasonable assurance about«hether the combined financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thecombined financial statements The procedures selected depend on the auditors' judgment. including theassessment of the risks of material misstatement of the combined financial statements. «hether due to fraudor error In making those risk assessments. the auditor considers internal control relevant to the entit" 'spreparation and fair presentation of the combined financial statements in order to design audit proceduresthat are appropriate in the circumstances. but not for the purpose of expressing an opinion on theeffectiveness of the entit 's internal control AccordinglN. «e express no such opinion An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of significantaccounting estimates made bN management. as NN ell as evaluating the overall presentation of the combinedfinancial statements

We believe that the audit evidence «e have obtained is sufficient and appropriate to provide a basis for ouraudit opinion

Opinion

In our opinion. the combined financial statements referred to above present fairlN in all material respects.the financial position of Providence Health & Services as of December 31. 2013 and 2012. and the resultsof its operations and its cash flo« s for the Nears then ended in accordance «ith U S generallN acceptedaccounting principles

KFMG LLP D,13.- hn^ir, 1131 ihry 3r n, ,r;l^qrl^,U S ni,n,l ;r hrn^ t KPMG lnr,ri^3n i^31 L' ^ ;r 3nv,KFMG li^r,r i^3n i, 31 ^, 3 Swiss -Wily

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Other Matter

Our audit NN as performed for the purpose of forming an opinion on the combined financial statements as a«hole The supplemental information. included on pages 40 and 41 is presented for the purpose ofadditional anal sis and is not a required part of the combined financial statements Such information is theresponsibilitN of management and NN as derived from and relates directlN to the underlN ing accounting andother records used to prepare the combined financial statements The information has been subjected to theauditing procedures applied in the audit of the combined financial statements and certain additionalprocedures. including comparing and reconciling such information directl,, to the underlNing accountingand other records used to prepare the combined financial statements or to the combined financialstatements themselves. and other additional procedures in accordance «ith auditing standards generallNaccepted in the United States of America In our opinion. the information is fairlN stated in all materialrespects in relation to the combined financial statements as a NN hole

I^PMC=r LCP

Seattle. WashingtonMarch 26. 2014

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PROVIDENCE HEALTH & SERVICES

Combined Balance Sheets

December 31. 2013 and 2012

(In thousands of dollars)

Assets

Current assetsCash and cash equivalentsShort-term management-designated investmentsAssets held under securities lendingAccounts receivable. less allo«ance for bad debts of $358.966

in 2013 and $371.097 in 2012Other receivables. netSupplies inventorsOther current assetsCurrent portion of fiends held b-\ trustee

Total current assets

Assets «hose use is limitedManagement-designated cash and investmentsGift annuities. trusts. and otherFunds held b-\ trustee

Assets NN hose use is limited. net of current portion

Propert-\. plant. and equipment. netOther assets

Total assets

2013 2012

$ 852.965 706.664189.545 452.082

9.386 51.220

1.336.803 1.261.094293.737 271.133171.833 155.73687.574 108.15093.473 87.366

3.035.316 3.093.^4^45

4.173.40753.836119.510

4.346.753

6.204.617382.711

$ 13.969.397

3.541.56450.345

125.146

3.717.055

6.236.213367.005

13.413.718

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PROVIDENCE HEALTH & SERVICES

Combined Balance Sheets

December 31. 2013 and 2012

(In thousands of dollars)

Liabilities and Net Assets 2013 2012

Current liabilitiesCurrent portion of long-term debt $ 160.383 63.376Master trust debt classified as short-tenn 32.075 480.201Accounts pad able 436.622 423.307Accrued compensation 620.029 581.645PaN able to contractual agencies 127.882 131.761Liabilities under securities lending 11.307 52.708Retirement plan obligations 184.065 171.520Current portion of self-insurance liabilitN 100.834 96.445Other current liabilities 255.244 233.058

Total current liabilities 1.928.441 2.234.021

Long-term debt. net of current portion 3.498.246 2.943.152

Other long-tern liabilitiesSelf-insurance liability. net of current portion 261.317 238.408Pension benefit obligation 812.528 1.192.650Other liabilities 151.380 131.779

Total other long-tern liabilities 1.225.225 1.562.837

Total liabilities 6.651.912 6.740.010

Net assetsUnrestricted

Controlling interest 6.964.906 6.319.188Noncontrolling interest 44.718 73.857

Temporarily restricted 223.548 201.961Permanentl,, restricted 84.313 78.702

Total net assets 7.317.485 6.673.708

Total liabilities and net assets $ 13.969.397 13.413.718

See accompanying notes to combined financial statements

4

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PROVIDENCE HEALTH & SERVICES

Combined Statements of Operations

Years ended December 31. 2013 and 2012

(In thousands of dollars)

2013 2012

Operating revenuesNet patient service revenues $ 9.357.529 9.055.945Provision for bad debts (299.791) (389.890)

Net patient service revenues less provision for baddebts 9.057.738 8.666.055

Premium and capitation revenues 1.445.107 1.333.584Other revenues 633.835 608.610

Total operating revenues 11.136.680 10.608.249

Operating expensesSalaries and «ages 4.748.873 4.430.130EmploNee benefits 1.161.130 1.170.276Purchased healthcare 767.161 733.975Professional fees 463.838 390.427Supplies 1.533.092 1.473.398Purchased services 944.487 802.418Depreciation 596.623 584.609Interest and amortization 134.489 120.096Other 749.3 16 698.834

Total operating expenses 11.099.009 10.404.163

Excess of revenues over expenses from operations 37.671 204.086

Net nonoperating gainsContribution from S«edish affiliation - 766.252Contribution from Faces affiliation 38.546Loss on extinguishment of debt (1.671) (53.596)Investment income. net 247.572 290.884Pension settlement costs and other (30.302) (29.656)

Total net nonoperating gains 215.599 1.012.430

Excess of revenues over expenses 253.270 1.216.516

Net assets released from restriction for capital 10.786 17.460Change in noncontrolling interests in consolidated joint ventures (29.139) 11.232Pension related changes 385.702 (2.862)Contributions. grants. and other (4.040) (28.280)

Increase in unrestricted net assets $ 616.579 1.214.066

See accompanying notes to combined financial statements

5

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PRO\IDENCE HEALTH & SERVICES

Combined Statements of Changes in Net -\ssets

Yeats ended December 3L 2013 and 2012

(In thousands ofdollais)

Unrestricted: Unrestricted:

controlling noncontrolling Temporaril} Permanentl} Total

interest interest restricted restricted net assets

Balance. December 31. 2011 $ 5,116,354 62.625 151 .886 69.832 5.400.697

Excess ofiexenues oxei expenses 1.216.516 1.216.516

Restiicted contubution fiom Sxxedish affiliation 37,377 6.670 44.047

Contubutions , giants, and other (28 .280) 66.791 2.200 40.711Net assets released fiom iestiiction 17 .460 (54.093) (36,633)

Change in noncontiollms mteiests inconsolidated joint xentmes 11 .232 11.232

Pension related changes (2.862) (2.862)

Increase in net assets 1.202.834 11.232 50.075 8.870 1.273.0 11

Balance. December 3L 2012 -63, 19.188 73.857 201.961 78.702 6.673.708

Excess ofiexenues oxei expenses 253.270 253.270

Contubutions , giants, and other (4.040 ) 78.519 5.611 80.090Net assets released fiom iestiiction 10.786 (56.932) (46.146)

Change in noncontiollms mteiests inconsolidated joint xentmes (29.139) (29.139)

Pension related changes 385 .70 2 385,702

Inciease ( decrease ) in net assets 645.718 (29.139) 21.587 5.611 643.777

Balance. December 3L 2013 $ 6.964.906 44.718 223,548 84,313 7,317,485

See accomparnmg notes to combined financial statements

6

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PROVIDENCE HEALTH & SERVICES

Combined Statements of Cash Flo« s

Years ended December 31. 2013 and 2012

(In thousands of dollars)

Cash flo« s from operating activitiesIncrease in net assetsAdjustments to reconcile increase in net assets to net

cash provided bN operating activitiesContribution from S«edish affiliationContribution from Faces affiliationDepreciation and amortizationProvision for bad debtLoss on extinguishment of debtEquit income from joint venturesRestricted contributions and investment income receivedNet realized and unrealized gains on investmentsDistributions from joint venturesChanges in certain current assets and current liabilitiesChange in certain long-term assets and liabilities

2013

$ 643.777

601.823299.791

1.671(37.732)(70.953)

(172.629)27.121

(306.641)(337.612)

2012

1.273.011

(810.299)(38.546)588.630389.89053.596

(37.394)(69.411)

(214.616)32.933

(189.059)(2.591)

Net cash provided bN operating activities

Cash flo« s from investing activitiesPropertN. plant. and equipment additionsProceeds from disposal of propert\. plant. and equipmentPurchases of investmentsProceeds from sales of investmentsChange in securities lending collateralChange in other long-term assets and otherChange in funds held b,, trustee. net

Net cash used in investing activities

Cash flo« s from financing activitiesProceeds from restricted contributions and restricted incomeDebt borro« ingsDebt paNmentsChange in securities lending pay ablePaN meet of deferred financing costs and other

Net cash provided bN financing activities

Increase in cash and cash equivalents

Cash and cash equivalents. beginning of y ear

Cash and cash equivalents. end of Near

Supplemental disclosure of cash flo« informationCash paid for interest (net of amounts capitalized)

648.616

(574.551)12.387

(3.703.909)3.503.741

41.834(8.267)(471)

976.144

(726365)5.427

(3.680.180)3.650.523

35.76741.389

(46.718)

(729.236) (720.157)

70.9531.464.771

(1.262.511)(41.401)(4.891)

69.4112.216.664

(2.168.727)(36.475)(8.717)

226.921 72.156

146.301 328.143

706.664 378.521

$ 852.965 706.664

$ 117.540 89.193

See accompany ing notes to combined financial statements

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(1) Organization

(a) Sisters ofProvidence

Sisters of Providence (the Congregation). a religious congregation of Roman Catholic «omen. asfounded in 1843 The religious congregation's central headquarters is in Montreal. Quebec. CanadaSisters of Providence - Mother Joseph Province (the Province) as formed in 2000 through thecombination of the Sacred Heart Province (founded in 1856) and the St Ignatius Province (foundedin 1891) The activities of the Province include apostolic «orks in healthcare. social services. andeducation Members of the Province serve in these «orks through related and unrelatedorganizations The Province is compensated for the services of its members The Province has 134professed members and maintains provincial administration offices in Renton. Washington Themembers of the Province represent the Congregation in the follo« mg

• Archdiocese of Los Angeles. California

• Archdiocese of Port-au-Prince. Haiti

• Archdiocese of Portland. Oregon

• Archdiocese of Seattle. Washington

• Diocese of Baker. Oregon

• Diocese of Boise. Idaho

• Diocese of Cubao. Philippines

• Diocese of Great Falls - Billings. Montana

• Diocese of Orlando. Florida

• Diocese of Spokane. Washington

• Diocese of Yakima. Washington

• Diocese of Montreal. Canada

• Diocesis Santiago de Mana. El Salvador

(b) Providence Health & Services

The Public Juridic Person. Providence Ministries. is the sole Member of Providence Health &Services and controls certain aspects of the various corporations comprising Providence Health &Services through certain reserved rights

Providence Ministries SPONSORS various corporations comprising Providence Health & Servicesincluding

• Providence Health & Services - Washington

• Providence Health & Services - Oregon

8 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

• Providence Health SN stem - Southern California (cosponsored bN the Congregation and theAmerican Province of the Little CompanN of Man Sisters)

• Providence Health & Services - Montana

• Providence St Joseph Medical Center

• St Thomas Child and Famil Center Corporation

• Universitv of Great Falls

• Providence Plan Partners

• Providence Health Plan (the Health Plan)

• Providence Health Assurance

• Providence Health S\ stem Housing. The St Luke Association. The Lundberg Association.Providence St Francis Association. Providence Blanchet Association. Providence RossiAssociation. Providence Peter Claver Association. The Gamelin Association. The GamelmOregon Association. The Gamelin California Association. Providence St Elizabeth HouseAssociation. Gamelin Washington Association. Providence Gamelin House Association

• Providence Oregon Management Corporation

• Providence Ventures. Inc

• Providence Assurance. Inc

• Inland North« est Health Services

Providence Ministries and Western HealthConnect (as defined belo«) are co-Members ofProvidence Health & Services - Western Washington

The Health S\ stem (as defined belo«) o« ns or operates 32 general acute care hospitals.three ambulaton care centers. five medical groups. six long-term care facilities. seven homecare andhospice entities. five assisted living facilities. a high school. a universitv. 13 lo«-income housingprojects. the Health Plan. a health services contractor. t«o programs of all inclusive care for theelderlv. and 22 controlled fundraising foundations

The Health S\ stem provides inpatient. outpatient. pnman care. and home care services in Alaska.Washington. Montana. Oregon. and Southern California The Health S\ stem operates thesebusinesses pnmaril\ in the greater metropolitan areas of Anchorage. Alaska. Everett. Seattle.Edmonds. Issaquah. Spokane. and Ol\ mpia. Washington. Missoula. Montana. Portland andMedford. Oregon. and Los Angeles. California

(c) Organizational Changes

Swedish Health Services Affiliation

On Februan 1. 2012. Providence Health & Services (Providence) and S«edish Health Services(S«edish) (Providence and S«edish are collectivel\ referred to as the Health S\stem) effected anAffiliation Agreement. «hich financiallv. clinically. and operationallv integrated the t«o health

9 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

s,,steins Pursuant to the Affiliation. Western HealthConnect. «bich as mentioned above. is aco-Member (« ith Providence Ministries) of Providence Health & Services - Western Washington.became S«edish's sole Member Additionally. the Affiliation requires that respective Boards ofDirectors and corporate officers of Providence. Western HealthConnect. S«edish. and ProvidenceHealth & Services - Western Washington are comprised of the same individuals to facilitateco-governance and management oversight of these fulls integrated entities Providence and S«edishhave affiliated to create a fulls integrated. nonprofit. charitable health care sN stein servingcommunities throughout Western Washington

S«edish provides comprehensive inpatient. outpatient. and emergenc\ healthcare services throughfive acute care hospitals. a net«ork of primary care medical clinics. t«o emergenc\ service centers.and other medical organizations. pnmarilN in Seattle and the surrounding Washington area S«edishalso operates the S«edish Medical Center Foundation to provide fundraising to further thecharitable. educational. healthcare. and scientific activities of S«edish The results of operations ofthese entities have been included in the combined statements of operations of the Health SNstemsince the Februar\ 1. 2012 effective date of the Affiliation

This transaction as accounted for as an acquisition under Accounting Standards Codification(ASC) 958-805. Not-for-Profit Entities - Business Combinations No consideration as paid b-\ theHealth S-\ stem to acquire the net assets of S\\edish The affiliation resulted in an excess of assetsacquired over liabilities assumed. reported as a contribution from S«edish to the Health S-\ stem of$810.299.000 The unrestricted portion of the contribution of $766.252.000 is included in netnonoperating gains in the accompany ing combined statement of operations The remaining$44.047.000 of the contribution NN as restricted and is recorded in restricted net assets in the combinedstatement of changes in net assets

The follo« mg table summarizes the fair value estimates of the S« edish assets acquired and liabilitiesassumed as of Februar\ 1. 2012 (in thousands of dollars)

Cash and cash equity alentsAccounts receiN ableOther receiN ablesOther current assetsProperty. plant. and equipmentManagement designated inN estmentsIntangible assetsOther assetsOther current liabilitiesLong-term debt. net of current portionPension benefit obligationSelf-insurance liabilrthOther liabilities

Total identifiable net assets assumed/contribution

$ 68.184286.57128.88435.085

1.435.836579.88561.43953.787

(288.987)(978.965)(392.538)(37.551)(41.331)

$ 810.299

10 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The follo« ing are the financial results of S« edish included in the Health SN stem's 2012 combinedstatement of operations during the eleven-month period from the date of the affiliation throughDecember 31. 2012 (in thousands of dollars)

Total operating reN enues $ 1.759.045Excess of reN enues oN er

expenses from operations 44.014Excess of reN enues oN er expenses 330.219

The follo« ing pro forma combined financial information presents the Health SN stem's results as ifthe affiliation had been reported as of the beginning of the Health SN stem's fiscal N ear (in thousandsof dollars)

2012Actual Pro forma

Total operating revenues $ 10.608.249 10.743.408 (1)Excess of revenues over expenses from operations 204.086 198.924 (1)Excess of revenues over expenses 1.216.516 465.685 (2)

(1) Includes the historical results of S« edish for the one -month penodended Januar\ 31. 2012 prior to the affiliation . including theimpact of purchase accounting adjustments

(2) Actual results includes the net contribution from the affiliation

Facey Medical Foundation and Facey Medical Group Affiliation

Effective Julv 1. 2012. Providence Health Sv stem - Southern California entered into an affiliationagreement «ith Faces Medical Foundation and Faces Medical Group The Faces MedicalFoundation is a nonprofit medical foundation. «hich operates ten clinics in the North San Fernando.Santa Clarita. San Gabriel and Simi Vallevs These sites are staffed bv the Faces Medical Grouppb\ sicians pursuant to a professional services agreement No cash or other purchase considerationNN as transferred to effect the affiliation The results of operations of these entities have been includedin the combined statements of operations of the Health S\ stem effective as of the date of affiliationThe affiliation resulted in an excess of assets acquired over liabilities assumed. or a contributionfrom Faces to the Health S\ stem of $38.546.000

(d) Affiliated Transactions

Inter-affiliate Borrowings

The Health Sv stem has a policy to loan fiends among its affiliates at various interest rates Thesetransactions eliminate upon consolidation

(Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Self-Insurance Liability

The Health SNstem has established self-insurance programs for professional and general liabilitN and«orkers' compensation insurance coverage These programs provide insurance coverage forhealthcare institutions associated «ith the Health SN stem The Health S,,stem also operates aninsurance captive. Providence Assurance. Inc . to self-insure or re-insure certain lasers ofprofessional and general liabilitN ask

(2) Summary of Significant Accounting Policies

(a) Basis ofPresentation

The financial statements of the Health SN stem are presented on a combined basis due to theoperational interdependence of the organization and because the respective Boards of Directors andcorporate officers of Providence and S« edish are comprised of the same individuals All significanttransactions and accounts bet« een divisions and combined affiliates of the Health SN stem have beeneliminated The Health SN stem has performed an evaluation of subsequent events through March 26.2014. «hich is the date these combined financial statements NN ere issued

(b) Use of Estimates

The preparation of the combined financial statements in conformit «tth U S generallN acceptedaccounting principles requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateof the combined financial statements and the reported amounts of revenues and expenses during thereporting period Actual results could differ from those estimates

(c) Cash and Cash Equivalents

Cash and cash equivalents include investments in highlN liquid debt instruments «ith an original orremaining matunt,, of three months or less NN hen acquired

(d) Supplies Inventorh

Supplies inventors is stated at the lo«er of cost (first-in. first-out) or market

(e) Properth, Plant, and Equipment

Propert\. plant. and equipment are stated at cost Improvements and replacements of plant andequipment are capitalized Maintenance and repairs are expensed The cost of the propert\. plant.and equipment sold or retired and the related accumulated depreciation are removed from theaccounts. and the resulting gain or loss is recognized at the time of disposal

The Health S\ stem assesses potential impairment to their long-lived assets NN hen there is evidencethat events or changes in circumstances have made recovers of the cam ing value of the assetsunlikely An impairment loss. equal to the excess. if anv. of the car ing value over the fair valueless disposal costs. is recognized NN hen the sum of the expected future undiscounted net cash flo« sfrom the use and disposal of the asset is less than the cam ing amount of the asset

12 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(9 Depreciation

The provision for depreciation is determined bN the straight-line method. «bich allocates the cost oftangible property equallN over its estimated useful life or lease term

(g) Capitalized Interest

Interest capitalized on amounts expended during construction is a component of the cost of additionsto be allocated to future periods through the provision for depreciation Capitalization of interestceases «ben the addition is substantiallN complete and reads for intended use The Health SN stemcapitalized $13.073.000 and $19.274.000 of interest costs during the s ears ended December 31. 2013and 2012. respectivelN

(h) Financing Costs

Financing costs are recorded in other assets and are amortized using the effective-interest methodover the term of the related debt. or to the earliest date at «bich a creditor can demand pa\ ment

(i) Goodwill and Indefinite Lived Intangible Assets

Good« ill and indefinite lived intangible assets. «bich are not amortized as theN are considered tohave an indefinite life. are recorded in other assets as the excess of cost over fair value of theacquired net assets Good« ill and indefinite lived intangible assets are tested at least annuallN forimpairment As a result of the S«edish affiliation transaction in 2012. approximatelN $56.406.000

as assigned to indefinite lived intangible assets

(j) Assets Whose Use Is Limited

The Health SN stem has designated all of its investments in debt and equity securities as trading Allinvestments in debt and equit\ securities are reported on the combined balance sheets at fair value

Assets «bose use is limited primarilN include assets held bN trustees under indenture agreements.self-insurance fiends. fiends held for the payment of health plan medical claims. assets held bN relatedfoundations. and designated assets set aside bN the management of Providence Health & Services forfuture capital improvements and other purposes. over «hich management retains control

(k) Net Assets

Unrestricted net assets are those that are not subject to donor imposed stipulations Amounts relatedto the Health SNstem's noncontrolling interests in certain joint ventures are included in unrestrictednet assets TemporarilN restricted net assets are those NN hose use bN the Health SN stem has beenlimited bN donors to a specific time period and/or purpose Permanentl,, restricted net assets havebeen restricted bN donors to be maintained bN the Health SN stem in perpetuity Unless specificallNstated bN donors. gains and losses on temporanlN and permanentl,, restricted net assets are recordedas temporarilN restricted

(1) Donor-Restricted Gifts

Unconditional promises to give cash and other assets to the Health SN stem are reported at fair valueat the date the promise is received Conditional promises to give and indications of intentions to give

13 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

are reported at fair value at the date the gift is received The gifts are reported as either temporanlNor permanently restricted contributions if theN are received «ith donor stipulations that limit the useof the donated assets When the terms of a donor restriction are met. temporanlN restricted net assetsare reclassified as unrestricted net assets and reported as other revenues in the combined statementsof operations or changes in net assets as net assets released from restriction

(m) Net Patient Service Revenues

The divisions of the Health SN stem have agreements «ith governmental and other third-parts pad orsthat provide for pa\ments to the divisions at amounts different from the Health SNstem, s establishedcharges PaNment arrangements for mayor third-parts payors maN be based on prospectivelNdetemmned rates. reimbursed cost. discounted charges. per diem pad ments. predetermined rates perHMO enrollee per month. or other methods

Net patient service revenues are reported at the estimated net realizable amounts due from patients.third-parts pa\ors. and others for services rendered. including estimated retroactive adjustmentsunder reimbursement agreements «ith governmental pa^ors Retroactive adjustments are accrued onan estimated basis in the period the related services are rendered and adjusted in ftiture periods asappropriate Adjustments from finalization of prior Nears cost reports and other third-partssettlement estimates resulted in an increase in net patient service revenues of $8.176.000 and$11.017.000 for the sears ended December 31. 2013 and 2012. respectivelN During 2012. the HealthSN stem received $36.805.000 related to a settlement from Centers for Medicare & Medicaid Services(CMS)

The composition of significant third-parts pad ors for the N ears ended December 31. 2013 and 2012.as a percentage of net patient service revenues. is as follo« s

2013 2012

Commercial and other insurance 52% 53%Medicare 33 31Medicaid 12 12Self-pad 3 4

100% 100%

(n) Provision for Bad Debts

The Health SN stem provides for an allo« ance against patient accounts receivable for amounts thatcould become uncollectible The Health SNstem estimates this allo«ance based on the aging ofaccounts receivable. historical collection experience bN pa\or. and other relevant factors There arevarious factors that can impact the collection trends. such as changes in the economN. «bich in turnhave an impact on unemplo,, meet rates and the number of uninsured and underinsured patients. theincreased burden of copal ments to be made bN patients «ith insurance coverage and businesspractices related to collection efforts These factors continuouslN change and can have an impact oncollection trends and the estimation process used bN the Health SN stem The Health SN stem records aprovision for bad debts in the period of services on the basis of past experience. «hich has

14 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

histoncallN indicated that mans patients are unresponsive or are othenN ise unv filling to pad theportion of their bill for «bich theN are financiallN responsible The estimates made and changesaffecting those estimates for the Nears ended December') 1. 2013 and 2012 are summarized belo«

2013 2012(In thousands of oars

Changes in allo«ance for doubtful accountsAllo«ance for doubtful accounts at beginning of N ear $ 371.097 214.433Write-off of uncollectible accounts. net of recoveries (311.922) (233.226)Provision for bad debts 299.791 389.890

Allo«ance for doubtful accounts at end of Near $ 358.966 371.097

(o) Premium Revenues, Premiums Receivable, Unearned Premiums, and Capitation Revenues

Health plan revenues consist of premiums paid bN emploNers. individuals. and agencies of thefederal and state governments for healthcare services Health plan revenues are received on a prepaidbasis and are recognized as revenue during the month for «hich the enrolled member is entitled tohealthcare services Premiums received for future months are recorded as unearned premiumsCapitation revenues consist of paN meats made at the beginning of the period and obligate the HealthSN stem to render covered services during the period

(p) Meaningful Use

The Health Information Technology for Economic and Clinical Health Act. part of the AmericanRecovers and Reinvestment Act of 2009. created an incentive program. beginning in 2011. topromote the "meaningful use" of Electronic Health Records (EHR) To qualif . providers must attestthat thev are using certified EHR in a "meaningful" «aN bv meeting objectives at establishedthresholds. as defined b\ CMS Meaningful use revenues are recognized as grant revenue Grantrevenue is recognized NN hen there is reasonable assurance that the grant NN ill be received and that theorganization NN ill compl< «tth the conditions attached to the grant $60.560.000 and $54.542.000 inmeaningful use revenues ere recognized for the sears ended December 31. 2013 and 2012.respectively. and are included in other operating revenues in the accompanying combined statementsof operations The amount recognized is based on management's best estimate and is subject to auditand potential retrospective adjustments

(q) Other Operating Revenues

Other operating revenues include rental revenue. equity earnings from joint ventures. contributionsreleased from restrictions. cafeteria revenue. and other miscellaneous revenue

(r) Charith and Unsponsored Communith Benefit Costs

The divisions of the Health Sv stem have policies that provide for serving those v ithout the abilitv topay The policies also provide for discounted sliding scale payments based on the income and assetsof the person responsible for the bill In addition to uncompensated care. the Health S\ stem'sdivisions also provide services that benefit the poor and others in the communities thev serve

15 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Information for the Health SN stem for the N ears ended December 31. 2013 and 2012 is summarizedbelo«

2013 2012(In thousands of dollars)

Cost of chants care provided $ 312.839 272.460Unpaid cost of Medicaid services 404.138 344.601Education and research programs. net cost 115.554 89.809Nonbilled services. net cost 42.23 1 40.249Negative margin services and other. net cost 75.905 75.875

Unsponsored commumtN benefit costs $ 950.667 822.994

Percentage of total operating expenses. excludingpurchased healthcare 9 2% 8 5%

The cost of chants care provided is calculated based on each division's aggregate relationship ofcosts to charges The unpaid cost of Medicaid services is the cost of treating Medicaid patients inexcess of government pa,,ments Education includes the unpaid cost of training health professionals.such as medical residents in excess of paNments received from Medicare and Medicaid for GraduateMedical Education programs Research programs include the unpaid cost of controlled studies oftherapeutic protocols and development of ne« treatment protocols Nonbilled services include thecost of services for «hich neither the patient or insurance is billed or for «hich a nominal fee hasbeen assessed Negative margin services include programs for «hich net patient service revenue isless than cost incurred to provide the service to meet a need in the commumtN Unpaid cost ofMedicaid services. education and research programs. nonbilled services. and negative marginservices are net of revenues of $952.137.000 and $1.134.189.000 for the Nears ended December 31.2013 and 2012. respectivelN

(s) Net Nonoperating Gains

Net nonoperating gains pnmarilN include investment income from trading securities. income fromrecipient organizations. and other income Additionally. contributions from affiliations «ith S«edishand Faces are included in net nonoperating gains in 2012

(t) Excess ofRevenues over Eipenses

Excess of revenues over expenses includes all changes in unrestricted net assets. except for net assetsreleased from restriction for the purchase of propert\. certain changes in funded status ofpostretirement benefit plans. net changes in noncontrolling interests in combined joint ventures. andother

(u) Income and Other Taxes

The Health SN stem and substantiallN all of the various corporations «ithin the Health SN stem havebeen recognized as exempt from federal income tales. except on unrelated business income. underSection 501(c)(3) of the Internal Revenue Code (IRC)

16 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The Health SN stem recognizes the effect of income tax positions onlN if those positions are morelikelN than not of being sustained upon an audit b,, the taxing authontN Recognized income taxpositions are measured at the largest amount that is greater than 50% likelN of being realizedChanges in recognition or measurement are reflected in the period in «hich the change in judgmentoccurs

Various states in «hich the Health SN stem operates have instituted a provider tax on certain patientservice revenues at qualif ing hospitals to increase funding from other sources and obtain additionalFederal fiends to support increased pa\ments to providers for Medicaid services These taxes areincluded in other expenses in the accompan\ ing combined statements of operations These programsresulted in enhanced payments from these states in the «a,, of lump sum payments and per claimincreases These enhanced paNments are included in net patient service revenues in theaccompan\ ing combined statements of operations

Providence Plan Partners. Providence Health Plan. and Providence Health Assurance arenot-for-profit entities and have been recognized as exempt from federal income tales. except onunrelated business income. as social «elfare organizations under Section 501(c)(4) of the IRC

(v) Recenth' Issued or Adopted Accounting Standards

In 2012. the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update(ASU) No 2011-07. Presentation and Disclosure of Patient Service Revenue, Provision _tbr BadDebts, and the Allowance_tbr Dozihtfiil Accounts_tbr Certain Health Care Entities . «hich providesfinancial statement users «ith greater transparency about a health care entitN ' s net patient servicerevenue and the related allo«ance for doubtful accounts The amendments require health careentities to present the provision for bad debts related to patient service revenue as a deduction frompatient service revenue (net of contractual allo«ances and discounts) on their statement ofoperations This standard NN as effective for the Health SN stem beginning in 2012

(w) Reclassifications

Certain reclassifications have been made to prior ,ear amounts to conform to the current ,earpresentation to more consistentl,, present financial information bet\\een Nears

(3) Fair Value of Financial Instruments

ASC Topic 820 (Topic 820). Fair Value Measurements and Disclosures. establishes a fair value hierarchNthat prioritizes the inputs to valuation techniques used to measure fair value The hierarchN gives thehighest pnonty to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1measurements) and the lo«est priority to measurements involving significant unobservable inputs (Level 3measurements) The three levels of the fair value hierarchN are as follo« s

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities thatthe CompanN has the abilit,, to access at the measurement date

Level 2 inputs are inputs other than quoted prices included «tthin Level 1 that are observable for theasset or liabilitN. either directlN or indirectlN

Level 3 inputs are unobservable inputs for the asset or liabilitN

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The level in the fair value hierarch< «ithin «bich a fair measurement in its entiretN falls is based on thelo« est level input that is significant to the fair value measurement in its entiret,,

The fair value of management-designated cash and investments. fiords held for long-tern purposes. andfunds held bN trustee. «hich are the amounts reported in the combined balance sheets. are estimated basedon quoted market paces For long-term debt. the fair value is based on Level 2 inputs. such as thediscounted value of the future cash flo« s using current rates for debt «ith the same remaining maturities.considering the existing call premium and protection The carr\ ing value and fair value of long-tern debt.including accrued interest. as $3.725,358.000 and $3.789.289.000. respectivel\. as of December 31.2013. and $3.517.746.000 and $3.758.316.000. respectivel\. as of December 31. 2012

Other financial instruments of the Health Sv stem include cash and cash equivalents and other receivablesThe caning amount of these instruments approximates fair value because these items mature in less thanone \ ear The carr\ ing amount of other long-term investments approximates fair value

(a) Collective Investment Funds

Collective investment funds include investments that are held bv a trust company that handles apooled group of trust accounts The Health S\ stem holds seven funds and has no unfundedcommitments or provisions significantlv impacting liquidity at December 31. 2013 The underlv ingholdings of these fiends are pnmanly comprised of publicly traded domestic equity and debtsecurities. NN hose fair value is readilv determinable

The fair value estimates of the collective investment fiends are estimates determined b\ managementusing various information sources. including information provided bv the fiend managers Thecollective investment funds classified in Level 2 consist of shares or units in the investment fiords asopposed to direct interests in the fund's underling holdings. «hich are marketable securitiesBecause the net asset value reported b\ each fund is used as a practical expedient to estimate the fairvalue of the Health S\ stem's interest therein. its classification in Level 2 is based on the HealthS\ stem's abilitv to redeem its interest at or near the balance sheet date The classification in the fairvalue hierarchv is not necessarilv an indication of the asks. liquidity. or degree of difficultv inestimating the fair value of each investment's underling assets and liabilities

(b) Securities Lending Agreements

The Health Sv stem has securities lending agreements «tth financial institutions that serve as thelending agent These agreements authorize the lending agents to lend securities o«ned b\ the HealthS\ stem to an approved list of borro«ers Under the agreements. the lending agents are responsiblefor negotiating each loan for an unspecified term «hile retaining the po«er to terminate the loan atanv time At the time each loan is made. the lending agents require collateral equal to 102% of themarket value of the loaned securities and accrued interest While an\ securities are loaned. theHealth S\ stem retains all rights of o« nership. except it «aives its right to vote such securities Thecollateral related to the securities loaned totaled $9.386.000 and $51.220.000 at December 31. 2013and 2012. respectively In connection «ith securities lending activities the Health S\ stem hasrecognized a net investment loss of $333.000 and a net investment gain of $831.000. for the searsended December 31. 2013 and 2012. respectivel\ Net investment gains and losses are included innet nonoperating gains in the accompany ing combined statements of operations

18 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The follo«ing table presents assets (other than management-designated cash and investments andfiords held bN trustee) and liabilities that are measured at fair value on a recurring basis (includingitems that are required to be measured at fair value) at December 31. 2013

Fair N alue measurements atDecember 31, reporting (late using

2013 LeN eI 1 LeN eI 2 LeN el 3(In thousands of dollars)

AssetsAssets under securities

lending $ 9,386 3,612 5,774 -Gift annuities, trusts and

other 53,836 25,996 6,493 21,347

LiabilitiesLiabilities under securities

lending $ 11,307 - 11,307 -

The follo«ing table presents assets (other than management-designated cash and investments andfiords held bN trustee) and liabilities that are measured at fair value on a recurring basis (includingitems that are required to be measured at fair value) at December 31. 2012

Fair N alue measurements atDecember 31, reporting (late using

2012 LeN eI 1 LeN eI 2 LeN eI 3(In thousands of dollars)

AssetsAssets under securities

lending $ 51,220 48,675 2,545 -Gift annuities. trusts and

other 50,345 22,316 7,260 20,769

LiabilitiesLiabilities under securities

lending $ 52,708 37,127 15,581 -

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The follo« ing table presents the Health S,, stem's activit,, for assets measured at fair value on arecurring basis using significant unobservable inputs (Level 3) as defined in Topic 820 for the Nearsended December 31. 2013 and 2012 (in thousands of dollars)

ManagementGift designated

annuities , cash andtrusts , and investments

other ( Note 4)

Balance at December 31. 2011 $ 11.002 -Total realized and unrealized gains ( losses ). net 312 (1.639)Total purchases 12.584 3.465Total sales (3.518) -Transfers into LeN el 3 389 2.699

Balance at December 31. 2012 20.769 4.525

Total realized and unrealized gains ( losses ). net (862) 81Total purchases 2.932 -Total sales (1.745) (;)Transfers into LeN el 3 253

Balance at December 31. 2013 $ 21.347 4.603

There NN ere no significant transfers bet«een assets classified as Level 1 and Level 2 during the Nearsended December 31. 2013 and 2012

Level 3 assets include charitable remainder trusts and real propert\ Fair values of charitableremainder trusts ere estimated using an income approach Fair values of real propert< ereestimated using a market approach

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(4) Investments

(a) Management-Designated Cash and Investments and Funds Held bl' Trustee

The composition of management-designated cash and investments and funds held b,, trustee atDecember 31. 2013 is set forth in the follo« mg tables Investments are stated at fair value

Fairs clue measurements at

December 31, reporting date using

2013 Lei el 1 Lei el 2 Lei el 3

In thousands of dollars)

Management -designated

cash and investments

Cash and cash equivalents $ 263_()85 263_()85

Domestic equ h securities

Mutua l funds

Large capitalization 464.348 464.348

Merl-small capitalization 116.927 116.927

Other 313.526 313.526

Capital goods 54.126 54.126

Consumer services 83.169 83.169

EnergN 35.019 35.019

Financial services 62.818 62.818

Tecluiolo-N 55.948 55.948Healthcare and other 57.132 57.132

Foreign equiri securities

Mutua l funds 359.341 359.341

Other industries 42 .341 42.341

Collective investment tin ds 401,059 - 401,059 -

Debt securities - U S Treasury

and agellcN 983.841 773.463 210,378 -

Debt securities - State Treasui 29.477 - 29.477 -

Domestic corporate debt

securities 6()3.186 - 6()3.186 -

Foreign corporate debt

securities 196.347 - 196.347 -

Mortgage-backed securities

Commercial 57.147 - 57.147 -

Residential 87.219 - 87.219 -

Collateralized debt obligations 74.()87 - 74.()87 -

Other 22.8()9 464 17.742 4.6()3

Total $ 4.362.952 2.681.707 1.676.642 4.603

21 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Funds held bN trustee

Cash and cash equivalents

Domestic equ h securities

Mutual funds

Other industries

Foreign equitN securities

Mutual funds

Other industries

Debt securities - U S Treasur\

Domestic corporate debt securities

Foreign corporate debt securities

Mortgage-backed securities

Other

Total

Fairs clue measurements at

December 31, reporting date using

2013 Lei el 1 Lei el 2 Lei el 3

In thousands of dollars)

$ 44.835 44.835

33.346 33.346

17() 17()

2.894 2.89-4

9 9

67.955 67.955

33.5()3 - 33.5()3

15.508 15.508

7.728 - 7.728

7.035 94 6.941

$ 212.983 149.3()3 63.68()

22 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The composition of management-designated cash and investments and funds held b,, trustee atDecember 31. 2012 is set forth in the follo« mg tables Investments are stated at fair value

Fai r ^ alue measurements at

December 31, reporting date using

2012 Lei el 1 Lei el 2 Lei el 3

(In thousands of dollars)

Management-designated

cash and in estments

Cash and cash equi\ alents $ 179.814 179.814

Domestic equit\ securities

Mutual funds

Large capitalization 351.108 351.108

Med-small capitalization 95.818 95.818

Other 347.919 347.919

Capital goods 33.602 33.602Consumer sen ices 85563 85.563

Energv 31.720 31.720

Financial sen ices 48.984 48.984

Tecluiolog\ 47.758 47.758

Healthcare and other 46.-428 46.-428

Foreign equit\ securities

Mutual funds 321.792 321.792

Other industries 26.059 26.059

Collectl\ e in\ estment funds 378.646 - 378.646 -

Debt securities - U S Treasur\

and agenc\ 983.836 624.831 359.005 -

Debt securities - State Treasur\ 36.773 1.415 35.358 -

Domestic corporate debt

securities 600.114 - 600.114 -

Foreign corporate debt

securities 193.237 - 193.237 -

Mortgage-backed securities

Commercial 42511 - 42511 -

Residential 62.379 - 62.379 -

Collateralized debt obligations 60,116 - 60,116 -

Other 19.-469 1.702 13.242 4.525

Total $ 3.993.646 2.244.513 1.744.608 4.525

23 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Funds held bN trustee

Cash and cash equn alents

Domestic equitN securities

Mutual funds

Debt securities - U S Treasur\

Domestic corporate debt securities

Foreign corporate debt securities

Mortgage-backed securities

Other

Total

Fair i alue measurements at

December 31, reporting date using

2012 Lei el 1 Lei el 2 Lei el 3

(In thousands of dollars)

$ 45574 45574

30.957 30.957

67.-465 67.-465 -

34.046 34.046

17526 17526

9.775 - 9.775

7.169 2.812 4.357

$ 212512 146.808 65.704

The Health SN stem's funds held bN trustee are segregated from other cash and investments forvarious purposes Included in funds held bN trustee as of December 31. 2013 and 2012. respecttvek.are $4.177.000 and $3.052.000 obtained from borro« tngs under the Health SN stem's master trustindenture for construction and other ongoing projects The Health SN stem also includes in funds heldbN trustee $189.075.000 and $192.299.000 at December 31. 2013 and 2012. respecttvek. related tothe self-insurance and pension trusts Within the self-insured trusts. the balance is based onmanagement's assessment of annual need AnN additional investments are consideredmanagement-designated

Investment income from management -designated cash and investments and funds held bN trustee areincluded in net nonoperating gains and are comprised of the follo« tng for the Nears endedDecember 31. 2013 and 2012

Interest incomeNet realized gains on sale of investmentsNet unrealized gains on trading securities

Total

2013 2012(In thousands of dollars)

$ 82.921 82.124117.062 128.74447.589 80.016

$ 247.572 290.884

(Continued)24

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(5) Property, Plant, and Equipment

PropertN. plant. and equipment and the total accumulated depreciation at December 31. 2013 and 2012 aresho« n belo«

Approximateuseful life(years ) 2013 2012

(In thousands of dollars)

Land - $ 586.659 570.026Buildings and improvements 5-60 5.061.647 4.870.030Equipment

Fixed 5-25 932.531 894.992Major movable and minor 3-20 3.662.617 3.283.715

Rental propert\ 15-40 875.310 866.229Construction in progress - 552.211 648.574

11.670.975 11.133.566

Less accumulated depreciation 5.466.358 4.897.353

PropertN. plant. andequipment . net $ 6.204.617 6.236.213

Construction in progress pnmanlN represents rene«al and replacement of various facilities in the HealthSNstem's operating divisions. as NN ell as costs capitalized related to soft«are development

(6) Other Assets

Other assets at December 31. 2013 and 2012 are as follo« s

2013 2012In thousands o f do ll ars )

Unamortized financing costs. net $ 34.035 29.144InN estment in nonconsolidated j oint ' entures 102.508 88.597Interest in noncontrolled foundations 21.779 20.655Notes receiN able 51 .473 54.353Long-term reinsurance recen able 40.325 26.500Goode ill and intangibles 118.367 125.660Other 14.224 22.096

Total other assets $ 382.711 367.005

The Health SN stem participates in various joint ventures for the purpose of furthering its healthcaremission These joint ventures exist in all geographic locations in «hich the Health SN stem operates Thepnmar\ purposes of the ventures are to provide outpatient services such as laboratory. outpatient surgery.and medical imaging Various joint ventures. throughout the Health Sv stem. are controlled and

25 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

consequentlN are combined in the financial statements of the Health SN stem All other joint ventures areaccounted for under the equity method of accounting The Health SN stem recorded earnings from equitymethod investees of $37.732.000 and $37.394.000 for the Nears ended December 31. 2013 and 2012.respective1 . the majontN of «hich are included in other operating revenues in the accompanyingcombined statements of operations

(7) Short-Term and Long-Term Debt

The Health SN stem has borro« ed Master Trust debt issued through the follo« ing

• California Health Facilities Financing AuthoritN (CHFFA)

• Alaska Industrial Development and Export AuthontN (AIDEA)

• Hospital Facilities AuthoritN of Multnomah Counts (HFAMC)

• Washington Health Care Facilities AuthoritN (WHCFA)

• Montana FacilitN Finance AuthontN (MFFA)

• Oregon Facilities AuthontN (OFA)

26 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Short-term and long-term unpaid principal at December 31. 2013 and 2012 consists of the follo« ing

Maturing Unpaid principal

through Coupon rates 2013 2012(In thousands of dollars)

Master trust debt

FixedSeties 1996. CHFFA Rex enue Bonds 2016 4 00 - 6 00°0 $ 2.975 3.865Seties 1997. Duect Obligation Notes 2017 7 70°o 2.690 3.245Seties 2003H. AIDEA Rex enue Bonds 2015 4 63 - 5 25°o 8.500 18.500Seties 2004. HFAMC Rex enue Bonds 2024 3 00- 5 50°o 84.355Seties 2005. Duect Obligation Notes 2030 431 - 5 39°o 48.120 49.855Seties 2006A. WHCFA Rex enue Bonds 2036 4 50- 5 00°o 210,555 210,555Set yes 2006B. MFFA Rex enue Bonds 2026 400- 5 00°o 62.380 65.175Seties 2006C. WHCFA Rex enue Bonds 2033 5 25°o 69.425 69.425Seties 2006D. WHCFA Rex enue Bonds 2033 5 25°o 69.275 69.275Seties 2006E. WHCFA Rex enue Bonds 2033 5 25°o 26.350 26.350Seties 2006H. AIDEA Rex enue Bonds 2036 5 00°o 54.355 54.355

Seties 2008C. CHFFA Rex enue Bonds 2038 3 00-6 50°o 272.725 276.725Seties 2009A. Duect Obligation Notes 2019 5 05 -6250o 250.000 250.000Seties 2009B. CHFFA Rex enue Bonds 2039 5 50°o 150.000 150.000Seties 2010A. WHCFA Rexenue Bonds 2039 4 88- 5 25°o 174.240 174.240Seties 2011A. AIDEA Rex enue Bonds 2041 5 00- 5 50°o 122.720 122.720Seties 2011B. WHCFA Rex enue Bonds 2021 200- 5 00°o 75.785 83.345

Seties 2011C. OFA Rexenue Bonds 2026 3 50- 5 00°o 22.355 22.355Seties 2012A. WHCFA Rex enue Bonds 2042 200- 5 00°o 509.165 511.370Seties 2012B. WHCFA Rex enue Bonds 2042 400- 5 00°o 100.000 100.000Set yes 2013A. OFA Rex enue Bonds 2024 200- 5 00° o 78.190Seties 2013D. Duect Obligation Notes 2023 4 38°o 252.285

Total fixed 2.562.090 2.345.710

Variable

Seties 2003D. E. F. G. HFACC Rex enue Bonds 2033 0 14°o 200.200Seties 2012C. WHCFA Rex enue Bonds 2042 0 11°o 80.000 80.000Seties 2012D. WHCFA Rex enue Bonds 2042 0 17°o 80.000 80.000Seties 2012E. Duect Obligation Notes 2042 0 23°o 237.785 239.760Set yes 2013C. OFA Rex enue Bonds 2022 0760o 161.675Seties 2013E. Duect Obligation Notes 2017 1 05°o 322.250

Total satiable 881.710 599.960

Commercial Paper. Series 2008A 2013 0 17°o 194.000U S Bank Credit Facilrth 2013 0 »°0 86.00 1

Unpaid ptmcipal. master trust debt 3.443.800 3.225.671

Ptenuums and discounts. net 59.455 57.399

Master trust debt. including ptenuums and di scounts. net 3.503.255 3.283.070

Other long-term debt 187.449 203.659

Total debt $ 3.690.704 3.486.729

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Current portion of long-term debt $Long-term debt subject to short-term remarketing agreementsShort-term master trust debtLong-term debt. classified as a long-term liabilitN

2013 2012(In thousands of dollars)

160.383

32.0753.498.246

63.376200.200280.001

2.943.152

Total debt $ 3.690.704 3.486.729

Members of the Obligated Group are jointlN and severallN responsible for all borro« ings under the mastertrust indenture of the Obligated Group The master trust indenture and bond trust indentures for each debtissue require the Obligated Group to meet certain financial covenants Providence Health & Services -Washington. Providence Health & Services - Western Washington. Western HealthConnect. S«edishHealth Services. Providence Health & Services - Oregon (exclusive of Providence Plan Partners).Providence Health SN stem - Southern California (exclusive of Medical Institute of Little CompanN ofMan. Lifecare Ventures. Inc. Tnnit\ Care Hospice. and Faces). Providence St Joseph Medical Center.and Providence Health & Services - Montana. exclusive of related housing projects financed b\ theU S Department of Housing and Urban Development and foundations. are the members of an ObligatedGroup formed for issuing debt under a master trust indenture

In September 2013. the Health S\ stem issued $239.865.000 of OFA comprised of fixed rate bonds andvariable rate bonds. and $574.535.000 direct obligation notes comprised of a fixed rate issue and a variablerate issue The proceeds ere used to redeem Series 2003D-G HFACC bonds. advance refund theServes 2004 HFAMC bonds. redeem and cancel the outstanding Serves 2008A Commercial Paper Notesand repay the outstanding US Bank Revolving Credit Facilrth The Serves 2013C bonds ere initiallvissued in Index Floating Rate Mode «bich NN ill be subject to mandatorv purchase on the daN follo« ing theend of the Initial Index Floating Rate Period as more fulls described in the respective Official StatementThe Obligated Group is unconditionallv obligated to pay the purchase price of the Serves 2013C bonds ifremarketing proceeds are insufficient to make such pa\ ment The remarketing provision is not supportedb\ a stand-b\ bond purchase agreement and accordingl\ the amount subject to the mandator tenderprovision has resulted in short-term classification on the accompany ing combined balance sheets

In Jul\ 2012. the Health S\ stem issued $1.011.130.000 of WHCFA fixed rate and variable rate bonds Aportion of the proceeds ere used to redeem $821.844.000 of existing S«edish debt In connection «iththese redemptions. S« edish Health Services (exclusive of S« edish Edmonds and the S« edish MedicalCenter Foundation). became a member of the Obligated Group The Serves 2012C. D. and E bonds arevariable rate bonds and bear interest at «eekl\ rates These bonds are supported b\ stand-b\ bond purchaseagreements. the terms of «bich define material adverse changes and mitigate subjectivit\ and provideliquidity bev and one v ear. and accordingly result in long-term classification on the accompany ingcombined balance sheets

In connection «ith the Serves 2013A-E issuances and the Serves 2012A-E issuances. the Health S-\ stemrecorded losses due to extinguishment of debt of $1.671.000 and $53,596.000 in 2013 and 2012.respectivel-\. «bich NN ere recorded in net nonoperating gains in the accompany ing combined statement ofoperations

28 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(a) Master Trust Debt Classified as Short-Term

Oregon Facilities Authority (OFA) Revenue Bonds, Series 2013C

The Serves 2013C bonds ere issued in September 2013 as variable rate debt «tth a mandator\tender provision that requires the Health S-\ stem to fiend an-\ shortfall upon remarketing of bonds atintervals defined b-\ the offering statement As a result $32.075.000 subject to the mandator\ tenderhas been reclassified to short-terns debt as the balance could become due and pa-\ able in 2014

Hospital Facility Authority of Clackamas County, Oregon Revenue Bonds, Series 2003D, E, F,and G

The Series 2003D. E. F. and G bonds ere issued in Ma-\ 2003 as auction rate bonds InOctober 2008. the bonds NN ere converted to a unit pacing mode pursuant to the Series 2003 D. E. F.and G Trust Indenture Under the unit pacing mode. the interest reset period vanes «tth eachremarketing and ranges bet« een one and 270 daN s In connection «ith the revised terms under theunit pacing mode. the remaining balance as reclassified to short-tern debt due to the reset periodsand remarketing In September 2013 the Serves 2003D. E. F and G bonds ere redeemed through theissuance of the Serves 2013 C and E bonds

Commercial Paper, Series 2008A

The Health S\ stem participated in a commercial paper program through September 2013 Thecommercial paper program NN as redeemed through the issuance of the Serves 2013 E direct obligationbonds

U.S. Bank Credit Facility

The Health Svsteal had a $150.000.000 Credit Facilit< «ith U S Bank. of «hich $86.001.000 inborro« ings NN as outstanding at December 3 1. 2012 The outstanding balance of the U S Bank CreditFacilit< NN as repaid through the issuance of the Serves 2013 E direct obligation bonds

(b) Other Long-Term Debt

Other long-term debt pnmanl\ includes capital leases. notes pad able. and bonds that are not underthe master trust indenture Other long-tern debt at December 31. 2013 and 2012 consists of thefollo« ing

Capital leasesNotes pad ableBonds not under master trust indenture and other

Total other long-term debt

2013(In thou

$ 124.23752.33510.877

$ 187.449

2012,ands of dollars)

136.37155.00012.288

203.659

29 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Scheduled principal payments of long-term debt. considering all obligations under the master trustindenture as due according to their long-tern amortization schedule. for the next five Nears andthereafter are as follo« s

Master trust Other Total(In thousand s of do ll ars)

2014 $ 136.710 23.673 160.3832015 162.700 21.686 184.3862016 203.790 23.598 227.3882017 157.395 12.022 169.4172018 59.375 7.104 66.479Thereafter 2.691.755 99.366 2.791.121

Scheduled principalpad meatsof long -tern debt 3.411.725 $ 187.449 3.599.174

Short-tern master trust debt 32.075

Total master trust debt $ 3.443.800

Leases

The Health SN stem leases various medical and office equipment and buildings under operatingleases Future minimum lease commitments under noncancelable operating leases for the nextfive sears and thereafter are as follo« s (in thousands of dollars)

2014 $ 111.7032015 90.5662016 75.3442017 61.6462018 53.580Thereafter 541.088

$ 933.927

Rental expense «as $181.239.000 and $166.407.000 for the sears ended December 31. 2013 and2012. respectively. and is included in other expenses in the accompany ing combined statements ofoperations

(8) Retirement Plans

(a) Defined Benefit Plans

Cash Balance Retirement Plan

The Health S-\ stem had a noncontnbutorn cash balance plan covering substantially all Providenceemplo\ees called the Providence Health & Services Cash Balance Retirement Plan Trust (the CashBalance Plan) The plan NN as frozen effective December 31. 2009 The plan benefits are based on

30 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

defined average compensation and Nears of service The plan has a five Near cliff vesting scheduleThe Health SNstem's funding policN is based on the actuanallN determined cost method. and includesnormal service cost and prior service costs amortized over a 20-Near period Under the Cash BalancePlan. each emploN ee carves an individual account balance The Health SN stem makes an annualcontribution and provides an annual interest credit to each emploNee's account

Supplemental Executive Retirement Plan

The Health S-\ stem has a noncontnbutorv supplemental executive retirement plan (the SERP)covering certain employees NN ho NN ere employed in certain kev positions or pay grades or that havebeen designated b\ the Health S\ stem The plan NN as frozen effective December 31. 2009 The planbenefits ere based on defined average compensation and \ ears of service The vesting period forthe plan requires an executive attain age 55 «tth at least five sears of eligible service The HealthSvstem's funding policy is based on the actuanallv determined cost method. and includes normalservice cost and prior service costs amortized over a 20-s ear period Under the SERP. each emplo\ eecarries an individual account balance The Health Sv stem makes an annual contribution and providesan annual interest credit to each employee's account

Swedish Health Services Pension Plan

The S«edish Health Services Pension Plan (the Plan) is a noncontnbutorv plan covering a nlajont-\of S\\edish emplo-\ees. and provides benefits based on number of -\ears of credited service andcompensation earned during the participation in the Pension Plan The Pension Plan is frozen to allformer and existing nonrepresented emplo-\ees and to all ne« participants Onl-\ representedemplo-\ ees that NN ere active in the plan on December 31. 2009 remain in the plan activel-\ accruingbenefits S«edish makes annual contributions to the Pension Plan

Willamette Falls Pension Plan

The Willamette Falls Pension Plan is also a noncontributon plan covering a majority of employeesat Providence Willamette Falls The plan as frozen effective Februan 2008 The plan benefits arebased on sears of service and compensation during an employee's period of employment Thefunding policy is based on the actuariallv determined cost method. and includes normal service costand prior service costs amortized over a 20-s ear period Under the Willamette Falls Pension Plan.each employee carries an individual monthlv annuitv benefit

The Cash Balance Plan. the SERP. the Pension Plan. and the Willamette Falls Pension Plan arecollectivelv the defined benefit plans "

The Health S\ stem's contributions to these defined benefit plans for the s ears ended December 31.2013 and 2012 «ere $87.647.000 and $89.983.000. respectivel\

31 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The measurement dates for the defined benefit plans are December 31. 2013 and 2012. respectivelNA rollfonN and of the change in benefit obligation and change in the fair value of plan assets for thedefined benefit plans is as follo« s

2013 2012(In thousands o oars

Change in projected benefit obligationProjected benefit obligation at beginning of Near $ 2.896.017 1.884.190S«edish affiliation - 891.599Service cost 32.042 24.149Interest cost 114.765 126.393Plan amendments (1.310) -Actuarial (gain) loss (247.903) 147.887Benefits paid and other (200.994) (178.201)

Projected benefit obligation at end of N ear 2.592.617 2.896.017

Change in fair value of plan assetsFair value of plan assets at beginning of dear 1.696.137 1.107.543S«edish affiliation - 499.061Actual return on plan assets 190.838 177.751EmploN er contributions 87.647 89.983Benefits paid and other (200.994) (178.201)

Fair value of plan assets at end of N ear 1.773.628 1.696.137

Funded status (818.989) (1.199.880)

Unrecognized net actuarial loss 191.541 574.703Unrecognized prior service cost 7.530 10.070

Net amount recognized $ (619.918) (615.107)

Amounts recognized in the consolidated balance sheetsconsist of

Current liabilities $ (6.461) (7.230)Noncurrent liabilities (812.528) (1.192.650)Unrestricted net assets 199.071 584.773

Net amount recognized $ (619.918) (615.107)

Weighted average assumptionsDiscount rate 5 00% 4 10%Rate of increase in compensation levels 4 00 3 09Long-term rate of return on assets 7 00 7 00

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

Net periodic pension cost for the defined benefit plans for 2013 and 2012 includes the follo« ingcomponents

2013 2012(In thousands of dollars)

Components of net periodic pension costService cost $ 32.042 24.149Interest cost 114.765 126.393Expected return on plan assets (114.501) (106.509)Amortization of prior service cost 1.231 1.259Recognized net actuarial loss 33.094 38.553Settlement expense 25.826 33.971

Net periodic pension cost $ 92.457 117.816

Total expense for all of the Health SN stem's defined benefit plans for the s ears ended December 31.2013 and 2012 «as $92.457.000 and $117.816.000. respectivelN Included in the total expense is$25.826.000 and $33.971.000 of settlement costs that NN ere incurred in 2013 and 2012. respectivelN.related to settlements that NN ere greater than the sum of the service cost and interest cost componentsof net periodic pension cost This settlement expense is included in net nonoperating gains in theaccompany ing combined statements of operations The remaining expense is included in emploN eebenefits in the accompany ing combined statements of operations

The accumulated benefit obligation NN as $2.543.426.000 and $2.833.430.000 at December 31. 2013and 2012. respectivelN

The follo« ing pension benefit paN meets reflect expected future service PaN meets expected to bepaid over the next 10 N ears are as follo« s (in thousands of dollars)

2014 $ 188.8022015 190.3222016 193.6422017 198.2912018 - 2023 1.149.277

$ 1.920.334

The Health SN stem expects to contribute approximatelN $80.955.000 to the defined benefit plans in2014

The expected long-teen rate of return on plan assets is the expected average rate of return on thefunds invested currentlN and on fiends to be invested in the future in order to provide for the benefitsincluded in the projected benefit obligation The Health SNsteel used 7 0% in calculating the 2013and 2012 expense amounts This assumption is based on capital market assumptions and the plan'starget asset allocation

33 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The Health SN stem continues to monitor the expected long-term rate of return If changes in thoseparameters cause 7 0% to be outside of a reasonable range of expected returns. or if actual planreturns over an extended period of time. suggest that general market assumptions are notrepresentative of expected plan results. the Health SN stem maN revise this estimate prospectivel,,

Target asset allocation and expected long-term rate of return on assets (ELTRA) at December 31 NN asas follo« s

2013 and2012 Target 2013 ELTRA 2012 ELTRA

Cash and cash equivalents 5% 05% -2% 05% -2%EquitN securities 35 5%- 8% 5%- 8%Debt securities 50 3%- 4% 3%- 4%Other securities 10 7%- 10% 7%- 10%

Total 100% 7 00% 7 00%

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The follo« ing table presents the Health SN stem's defined benefit plan assets measured at fair valueat December 31. 2013

Fair N alue measurements atDecember 31, reporting date using

AssetsCash and cash equi\ alents $ 142.092 142.092Domestic equit} securities

Mutual fundsLarge capitalization 250.076 250.076

Mednuu-small cap and other 2.1 4 8 2.148Capital goods 37.169 37.169

Consumer sere ices 29.281 29.281Teclmolog} 69.407 69.407Other 95.266 95.266

Foreign equit} securitiesMutual funds

Large capitalization 120.681 120.681Capital goods 7.839 7.839Consumer sere ices 39.702 39.702Energ} 18.928 18.928Financial services 2 3.402 23.402

Healthcare 12.691 12.691Teclmolog} and other 15.571 15.571

Debt securities - state and

goN eminent 240.654 - 240.654 -

Foreign securities - state and

goN eminent 56.180 - 56.180 -Domestic corporate debt securities 135.806 - 135.806 -

Foreign corporate debt securities 22.572 - 22.572 -Mortgage-backed securities

Commercial 11.963 - 11.963 -Residential 93.660 - 93.660 -

Asset-backed securities 9.463 - 9.463 -Hedge funds 158.681 - 158.681 -CollectiNe in estment funds 180.396 - 180.396 -

Total $ 1.773.628 864.253 909.375 -

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

The follo« ing table presents the Health SN stem's defined benefit plan assets measured at fair valueat December 31. 2012

Fair N alue measurements atDecember 31, reporting date using

2012 i e el I Lei A 2 i eeI

(In thousands of dollars)

Assets

Cash and cash equity alentsDomestic equit} securities

Mutual fundsLarge capitalization

Mednuu-small cap and otherCapital goods

Consumer sere icesTeclmolog}

OtherForeign equit} securities

Mutual fundsLarge capitalization

Capital goodsConsumer sere ices

Energ}Financial sen icesHealthcareTeclmolog} and other

Debt securities - state and

goN eminent

Domestic corporate debt securitiesForeign corporate debt securitiesMortgage-backed securities

CommercialResidential

Asset-backed securitiesHedge fundsCollectiN e in estment fundsOther

Total

$ 53.774 53.774

280.326 280.326

1.635 1.63546.574 46.574

45.601 45.60136.065 36.065

65.597 65.597

96.270 96.270

40.885 40.88517.626 17.626

23.309 23.30916.912 16.912

15.041 15.0419.814 9.814

138.185 - 138.185 -

305.820 - 305.820 -20.488 - 20.488 -

15.601 - 15.601 -

106.266 - 106.266 -14.240 - 14.240 -

165.667 - 165.667177.100 - 177.100 -

3.341 3.341

$ 1.696.137 752.770 943.,67

The fair value estimates of certain funds are estimates determined bN management using variousinfor sources. including information provided bN the find managers Certain finds classifiedin Level 2 consist of shares or units in the investment funds as opposed to direct interests in thefund's underling holdings. «bich are marketable securities Because the net asset value reported b,,each field is used as a practical expedient to estimate the fair value of the Health SN stem's interesttherein. its classification in Level 2 is based on the Health SNstem's abilit,, to redeem its interest at or

36 (Continued)

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

near the balance sheet date The classification in the fair value hierarch,, is not necessanlN anindication of the risks. liquiditN. or degree of difficultN in estimating the fair value of eachinvestment's underlNing assets and liabilities

(b) Defined Contribution Plans

401(a) Service Plan

The Health SNstem sponsors the Providence Health & Services 401(a) Service Plan (the ServicePlan) The Service Plan covers substantiallN all Providence emploNees. «ith contributions based ondefined eligible compensation and Nears of service The plan has a five Near cliff vesting scheduleThe Health SN stem contributed $140.038.000 to the Service Plan in 2013 related to 2012. and hasaccrued a liabilitN of $150.640.000 as of December 31. 2013 related to contributions. «hich has beenincluded in the current portion of retirement plan obligations on the accompany ing combined balancesheets

403(b) Value Plan

The Health SNstem also sponsors the Providence Health & Services 403(b) Value Plan (the ValuePlan) The plan is a defined contribution plan. «hich includes a qualified cash or deferredarrangement. for the benefit of eligible emploNees Vesting is immediate Total Value Plan expense.primarilN related to contributions. NN as $63.290.000 and $57.585 000 in 2013 and 2012. respectively.and is included in emploN ee benefits expense in the accompanying combined statements ofoperations

Providence, Swedish, PAML Multiple Employer 401(k) Plan

The Health SNstem sponsors the Providence. S«edish. PAML Multiple EmploNer 401(k) Plan «hichcovers certain Providence affiliates unable to participate in the Service Plan and the Value Plan Theplan is a defined contribution plan «tth contributions based on defined eligible compensation Theplan has a four Near cliff vesting schedule Total plan expense. pnmarilN related to contributions. NN as$37.164.000 and $33.074.000 in 2013 and 2012. respectively. and is included in emploNee benefitsexpense in the accompany ing combined statements of operations

(9) Self-Insurance Liability

The Health SN stem accrues estimated self-insured professional and general liabilitN and «orkers'compensation insurance claims based on management's estimate of the ultimate costs for both reportedclaims and actuariallN determined estimates of claims incurred-but-not-reported Insurance coverage inexcess of the per occurrence self-insured retention. has been secured «ith insurers or reinsurers forspecified amounts for professional. general and «orkers' compensation liabilities Decisions relating to thelimit and scope of the self-insured laN er and the amounts of excess insurance purchased are revie« ed eachNear. subject to management's analNsis of actuarial loss projections and the price and availabilitN ofacceptable commercial insurance

At December 3 1. 2013 and 2012. the estimated liabilrth for future costs of professional and general liabilit-Nclaims «as $214.881.000 and $190.934.000. respectivel-N At December 31. 2013 and 2012. the estimated«orkers' compensation obligation NN as $147.270.000 and $143.919.000. respectively. in the accompan\ ing

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

combined balance sheets At December 31. 2013 and 2012. $261.317.000 and $238.408.000. respectively.of these amounts ere included as self-insurance liabilit. net of current portion. «tth the remainderincluded «ithin current portion of self-insurance liabilit,,. in the accompanying combined balance sheets

(10) Commitments

Firm purchase commitments. primarilN related to construction. soft«are. and supplies. at December 31.2013. are approvmatelN $101.189.000

(11) Temporarily and Permanently Restricted Net Assets

TemporarilN restricted net assets are available for the follo« ing purposes at December 31. 2013 and 2012

2013 2012In thousands o f do ll ars )

Program supportLow -income housingCapital acquisition and other

$ 145.291 135.11935.050 26.61243.207 40.2310

Total temporarily restricted net assets $ 223.548 201.961

The Health SN stem's ftindraising foundations have obtained contributions to support the various programsoffered bN the Health SNstem Mans of these contributions remain temporanlN restricted as ofDecember 31. 2013 and 2012 because the time or purpose restrictions stipulated bN the donor have notbeen met Total fundraising expenses ere $10.523.000 and $10.742.000 for the sears endedDecember 31. 2013 and 2012. respectivelN Generally. program support consists of items that NN ill defraNthe cost of operating certain patient care activities of the Health SN stem

Other revenues included $34.549.000 and $36.633.000 of assets released from restriction for operations forthe s ears ended December 31. 2013 and 2012. respectivelN

Permanentl,, restricted net assets are restricted to investments in perpetuit\. the income of «hich isexpendable pnmanlN for program support

(12) Litigation and Contingencies

The healthcare industrn is subject to numerous la«s and regulations from federal. state. and localgovernments Compliance «ith these la«s and regulations can be subject to future government revie« andinterpretation. as «ell as regulator\ actions unkno«n or unasserted at this time Government monitoringand enforcement activit continues «tth respect to investigations and allegations concerning possibleviolations b-\ healthcare providers of regulations. «bich could result in the imposition of significant finesand penalties. as NN ell as significant repayments of patient services previously billed Institutions «ithin theHealth S-\ stem are subject to similar regulator\ revie«s

Management is are of certain asserted and unasserted legal claims and regulator\ matters ansing in thecourse of business After consultation «tth legal counsel. management estimates that these matters NN ill beresolved «ithout material adverse effect on the Health S-\ stem's combined financial statements

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PROVIDENCE HEALTH & SERVICES

Notes to Combined Financial Statements

December 31. 2013 and 2012

(13) Functional Expenses

The Health SN stem provides healthcare services to residents «ithin its geographic service areas Expensesrelated to providing these services for the s ears ended December 31. 2013 and 2012 are as follo« s

Healthcare expensesPurchased healthcare expensesGeneral and administratiN e expenses

2013 2012In t lousands of do ll ars )

$ 8.425.223 7.772.883767.161 733.975

1.906.625 1.897.305

Total operating expenses $ 11.099.009 10.404.163

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PROVIDENCE HEALTH & SERVICES

Supplemental Schedule - Balance Sheet Intorniation

December 31 2(113 n nth combined total,for _1 1 _ 1

(In thou and, of dollar,)

Schedule 1

SNstem

Prosidence office, 2013 Total 2012 TotalPlan Southern eliminations, Health Health

Assets Alaska Rashmgton Montana Oregon Partners C alifornia and other System System

Current a,,et,Ca,h and cash eyun alent 38 5_9 274 236 5 ( 1 1 3 151 794 49 R_R I - S _55 _1I8 1111 R>_ 965 7()6 664Short-term in% e,tmenh 1R9>_ 17o s93 1R9 54s 452()8_A.-et, held under ecuritie, lending 9 386 9 386 51 11account, recen able net 149 957 6S9687 511 746 324 362 226 341 (74 '_911) 1 3368o3 1 261 1194Other recen able, net 211919 368 142 493S6 83 153 22 183 93()34 (343 osH) 293 737 271 133Supplies in% enton 13 897 7111143 6 463 s 438 22 984 23 n(R 171 833 155 736( )ther current a ,et 987 26 766 375 '_11615 _ 597 R 16(1 -18()74 R7 S74 1118 1>I ICurrent portion of funds held b\ trustee lll i _ 9S 8 1 1 464 Rn RR 864 93473 87366

Total current a ,et 224 394 1 41 1 1 R32 111 9ss 616 R 26 746o 8 4948 o6 111 1 R9 i o3s 316 i o93 44s

A.-et, %tiho,e u,e 1, limitedDlanagement-del aced cash and in% e,tment 458 591 1 186 851 47 5 l R 1 1121 1-96 S49634 _16 o71 691 456 4 173 4()7 i 541 564Gift annuities tru,t and other 442 9x12 2 339 26 193 13(131 _ 8_9 S3 836 so 14sFunds held b\ trustee 1 493 1> 791 i nn 11 1 1 9_6 119 I n 125 146

,et 5ho e u,e 1 limited net 4s9()33 1 19i 8S3 49847 1 115(1 UR_ 6 1_ U 1r,2 796 _11 43467S3 3 71711»

Property plant and equipment net 619 183 _ 684 578 9331o 1 1 1 5 5 6 3 7s 159 817 74 ' 799 6_()4 617 6 236 ' 13)ther a ,et 46 825 177 519 19 R4 69 114 999 R9 R3x (21 5511) 382 711 367(1(1 5

Total a,eh 1 349 435 s 459 7R2 274 696 2 852 875 716 191 1 631 7Rn 1 684 638 1 i 969 397 13413 718

Liabilities and Net Assets

Current liabilitiesCurrent portion of long-term debt 11 o'6 77 1 5 1 5 o 8 l 22 785 31 1 _1 _1 161383 63 376Nla,ter trust debt cla ,if ied a> short-tern 32 o75 3_ o75 48o 'nl

account, pay able 1 6 238 173 976 12 877 76 s l o 3 719 91 654 61 648 436 622 423 3()7Accrued compensation 34 376 8 1 1 1 11 3__ 133 nix 694()4 143 776 62r, r,'9 S81 645Pa\ able to contractual agencies 111456 62 447 1 7711 _R 76_ 9 54 14 899 127 RR_ 131 761Llablhtle, under ecuritie, lending 11 3()7 11 3()7 >_ 7118Retirement plan obligation, 366 1 _9 1 R» 1 161 179 389 14 x65 171 >_I ICurrent portion of elt-m,urance hablht\ 12 789 RR (145 111(1 834 9644S

her current hablh[IZ R _26 487 8n6 6 s3 » 9o3 17 ' ' 64 » _» uRn 7151 » _ 11 233 ( l5

Total current hablhtle, 91 688 1 1143 585 R7 S86 3so 92(1 18S 531 263 493 (94 362) 1 92R 441 _1 r,21

Long-term debt net of current portion I I 1 3os 192 1 94111195 6r, 86n -1696()4 S S3 264 369 231 3 498 246 _ 941 1>_)ther long-terns hablhtle, 1> RR_ 3 _6 763 6 R_R 36 _' n 999 3_ S 8 3 8 os gin 1 _25 "5 1 562 837

Total habdltle, 412 762 331()443 155 274 656 744 186 53(1 84934o 1 11Rn 819 6 651 912 6 7-11111111

Net a,,et,Unrestricted 92_4417 _1141914 11413_ _118867 529661 7_4941 556>nn 711(19624 6393(145Temporaril restricted 9 647 87 1 _7 4 117 46 691 s R_n 4r, 146 223 548 _(11 961Permanent) restricted _6(19 _13(8 973 3o S73 2_1677 7 173 84311 787112

Total net a ,et 936 672149 339 119 422 2 196 131 529 661 78244o 6 (1 3 819 7 317 485 6 673 71 1 8

Total habdltle, and net a ,et 1 349 435 s 459 78' '74 696 _ 852 875 716 191 1 631 7Rn 1 684 638 1 i 969 397 13413 718

11 The Obligated Group debt 1, oint and e%eral for the Obligated Group nieniber, ho%tie%er the balance heet, o f the Ind( (dual e ntitles onl\ include their allocated portion,

See accompany ing independent auditor, report

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Operating re%enue,Net patient er%ice re%enue,Pro%i,lon for had debt,

Net patient er%ice re%enue, le-pro%i,lon for had debt,

Premium and capitation re%enue,)ther re%enue,

Total operating re%enue,

Operating e\penme,Salane, and \ti agesEmplo\ee benetlhPurcha,ed healthcareProte-ional tee,Supplie,Purcha,ed ern ice,DepreciationIntere,t and amortization)ther

Total operating e\penme,

E\ce» (deficit of re%enue, o% er e\penme,from operation,

Net nonoperatmg gam,

E\ce,, of re%enue, o%er e\penme,

Net a,,et, relea,ed from re,trictionChange in noncontrollmg mtere,h in con,olidated oint N enture,Pen,ion related changesInterdn i,ion tran,ter,Contribution, gant, and other

Increa,e (decrea,e) in unre,tricted net a,,et,

See accompany ing Independent auditor, report

PRO\TDENCE HEALTH & SERVICES

Supplemental Schedule - Statement of ( )peratlonm Intormatlon

December 31 '_111 i (\ ith combined total, for -' ( ) 12)

(In thou,and, of dollar,)

Schedule 2

SNstem

Prosidence office, 2013 Total 2012 TotalPlan Southern eliminations , Health Health

Alaska Rashmgton Montana Oregon Partners C alifornia and other System System

7611655 4 668 386 188 9l8 -143() 174 1 647 28n (437 87-1) 9 357 529 9 n 94(41949) (1s8 8n3) ( _722) (43()6s) (486nn) (465_) 1_997911 (389 89o)

718 7116 4 5119 S83 6 186 1-387 1119 1 598 68n (442 5_6) 9 os7 738 8 666155

;_;79 77 167 11;718_ 198965 (S86) 14451117 1 335 452 3 118 _51 274 _5 742 218 5611 5' 436 6s 332 (31 817) 633 835 6118 6111

771 1 1 1 4 4 793 _36 3 1 1 9_8 6 8 ' 8 3 6 1 189618 1 86 ' 977 (474 92_9) 11 13668 o 11 1 61 1 8 249

_61856 2OO33 1 114439 1116471; 111127) 69S_>1 61113.111 4748 873 44;111;1175 423 5116 545 3_ 541 3511374 1 39_ 184 5119 111346 1 161 13)) 1 1711_76

19791 _x736 111154 ) 47886 (341732_) 767 161 733975

12 931 141 W6 13 187 7()913 111 _8_ 173 737 41198_ 463 838 39))427118 179 738 52 8 55 443 382 419 317 __6 875 21 331 1 533 ()92 1 473 39813_961 713467 63 846 41111169 1-1o l oo _5 663 (754719) 944487 812 41854 S86 _53 971 11 892 113 987 1 314 W766 Rn 1117 596 623 5846119

13 25 75 886 3 424 6 126 37 853 1 _ 6_51 134 489 1 _1111963_ 266 274922 18 o 83 196 669 17 5112 184 422 25 452 749 316 698 834

692 ()-17 47_8_17 ;1_R» _6_111)16 11654611 1889962 (31o S18) 11119911)19 111.111416;

78987 661119 (927) 61831 _415 1_69851 (164411) 37671 _11.11186

34665 1;1644 1;86 52 158 119_81 161;'_ (18458) _15599 11 1 1_4;11

113 652 196 663 459 113 988 11 _31 ( 111 8531 112 8691 _53 _711 1 216 516

311 8319 6 1 7114 (S94) 111.111 111786 174611s 1_7575) (86) (811) 171121 1'_91;91 11 _3_

3857112 3857112 1_86_1

41