Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Northwest Community Healthcare
Employer identification number
36-3125209
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
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
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
NORTHWEST COMMUNITY HOSPITAL
362340313
03
Yes
Yes
Yes
0
(2)
NORTHWEST COMMUNITY DAY SURGERY CENTER INC
363540436
03
Yes
Yes
Yes
0
(3)
NORTHWEST COMMUNITY HOSPITAL FOUNDATION
363125193
07
Yes
Yes
Yes
500,000
Total
500,000
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
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,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
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 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
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) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Northwest Community Healthcare
Employer identification number
36-3125209
Identifier
Return Reference
Explanation
DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, QUESTION 2
BRUCE K. CROWTHER, NORTHWEST COMMUNITY HEALTHCARE (HEALTHCARE) DIRECTOR AND CEO, AND JAMES H. BISHOP, HEALTHCARE DIRECTOR, SERVE ON THE BOARDS OF WINTRUST FINANCIAL CORPORATION AND BARRINGTON BANK AND TRUST COMPANY NA. MICHAEL B. ZENN, FORMER HEALTHCARE OFFICER, AND JAMES H. BISHOP, HEALTHCARE DIRECTOR, SERVE ON THE BOARD OF VILLAGE BANK AND TRUST (A WINTRUST BANK). HEALTHCARE DOES NOT TRANSACT ANY BUSINESS WITH WINTRUST FINANCIAL, BARRINGTON BANK, OR VILLAGE BANK AND TRUST. DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 FORM 990, PART VI, QUESTION 11B A COPY OF FORM 990 WAS MADE AVAILABLE TO THE MEMBERS OF THE BOARD OF NCH PRIOR TO FILING. THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD HAS BEEN ASSIGNED THE RESPONSIBILITY OF REVIEWING FORMS 990 FOR ALL AFFILIATES OF NCH. THIS COMMITTEE REVIEWED FORM 990 PRIOR TO DISTRIBUTION TO THE FULL BOARD.
Description of Process to Monitor Transactions for Conflicts of Interest
Form 990, Part VI, Question 12c
EACH YEAR, THE CONFLICT OF INTEREST POLICY AND QUESTIONNAIRE IS SENT TO DIRECTORS, OFFICERS AND KEY EMPLOYEES. EACH RESPONSE IS REVIEWED BY THE GENERAL COUNSEL AND THOSE IN WHICH ANY ACTUAL OR APPARENT CONFLICT WITH THE PRESENT ROLE IS DISCLOSED ARE REVIEWED BY THE PRESIDENT/CEO AND BOARD CHAIRPERSON. IN THE CASE OF ANY CONFLICT INVOLVING AN ENTITY OR PARTY WITH WHICH NCH IS DEALING OR COMPETING, THE PERSON WITH THE CONFLICT MAY NOT PARTICIPATE IN ANY DECISIONS REGARDING THAT PARTY. INDIVIDUALS WHO ARE INDEPENDENT CONTRACTORS, OFFICERS, DIRECTORS OR EMPLOYEES OF OTHER HEALTHCARE FACILITIES IN NCH'S SERVICE AREA MAY NOT SERVE ON NCH'S OR ANY RELATED ORGANIZATION'S BOARD OR BOARD COMMITTEE. IN ADDITION, THE POLICY INCLUDES A SAMPLE CONFLICT OF INTEREST DISCLOSURE LETTER TO BE USED IF A CONFLICT ARISES AFTER SUBMISSION OF THE ANNUAL QUESTIONNAIRE AND BEFORE THE NEXT. SUCH DISCLOSURE LETTERS WOULD BE REVIEWED AS NOTED ABOVE AT THE TIME THEY ARE RECEIVED.
COMPENSATION DETERMINATION PROCESS FOR TOP MANAGEMENT OFFICIAL
FORM 990, PART VI, QUESTION 15A
THE COMPENSATION AND GOVERNANCE COMMITTEE OF THE NCH BOARD IS RESPONSIBLE FOR SETTING THE COMPENSATION OF THE PRESIDENT/CEO WHO IS THE TOP MANAGEMENT OFFICIAL. COMPENSATION IS REVIEWED USING AN EXTERNAL COMPENSATION FIRM, PINP, INC. THE REVIEW ALSO UTILIZES COMPARISONS TO SIMILAR ORGANIZATIONS THROUGH REVIEW OF FORMS 990, USE OF COMPARISON STUDIES FROM THE METROPOLITAN CHICAGO HEALTHCARE COUNCIL AND OTHER SOURCES. THE PROCESS IS DOCUMENTED IN THE MINUTES OF THE NOMINATION AND COMPENSATION COMMITTEE. COMPENSATION DETERMINATION PROCESS FOR OFFICERS AND KEY EMPLOYEES FORM 990, PART VI, QUESTION 15B THE COMPENSATION AND GOVERNANCE COMMITTEE OF THE NCH BOARD IS RESPONSIBLE FOR APPROVING THE COMPENSATION OF THE OFFICERS OF NCH BASED ON RECOMMENDATIONS FROM THE PRESIDENT/CEO. THE REVIEW UTILIZES COMPARISONS TO STUDIES FROM THE METROPOLITAN CHICAGO HEALTHCARE COUNCIL AND OTHER SOURCES. THE PROCESS IS DOCUMENTED IN THE MINUTES OF THE NOMINATION AND COMPENSATION COMMITTEE.
Avail of Gov Docs, Conflict of Interest Policy, & Fin Stmts to Gen Public
Form 990, Part VI, Question 19
GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT MADE PUBLIC. NCH'S FINANCIAL STATEMENTS ARE INCLUDED IN THE ANNUAL CONSOLIDATED AUDIT REPORT OF NCH AND SUBSIDIARIES. THESE CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC VIA THE MUNICIPAL SECURITIES RULEMAKING BOARD'S ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AT WWW.EMMA.MSRB.ORG.
RECONCILIATION OF NET ASSETS - OTHER CHANGES IN NET ASSETS
FORM 990, PART XI, LINE 5
OTHER CHANGES IN NET ASSETS: Change in Unrealized Investment $36,857,481 UNREALIZED LOSS ALLOCATED FROM AFFILIATE (223,637) NET ASSET TRANSFER FROM NORTHWEST COMMUNITY HOSPITAL 6,000,000 NET ASSET TRANSFER FROM DAY SURGERY CENTER 2,000,000 ----------- OTHER CHANGES IN NET ASSETS $44,633,844 STATEMENT PURSUANT TO 1.351-3(a) BY NORTHWEST COMMUNITY HEALTHCARE (36-3125209), A SIGNIFICANT TRANSFEROR Transferee Name and EIN: Northwest Community Health Services (36-3312906) Date of Transfer: 9/25/12 Fair Market Value: $6,000,000 cash transfer
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:M. Shan Atkins TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:James H. Bishop TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Craig E. Christell TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Dale J. Garber TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Louis A. Gatta TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Charles A. Hempfling TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Diane G. Hill TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Robert J. Longo, MD TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Louis J. Marsico TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Marla E. Glabe TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Mary R. Sheahen TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:William D. Soper, MD TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Daniel P. Dicaro TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Raymond Grady TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Cynthia M. Valukas, MD TITLE:Director HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Allen S. Malmed, MD TITLE:Director thru 12/31/11 HOURS:39
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Francis J. Lamberta, MD TITLE:Director/Med Staff Pres. HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Max Brittain, Jr. TITLE:Director/Chair HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Thomas P. McCarthy TITLE:Director/Vice Chair HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Stephen O. Scogna TITLE:Exec. VP/CFO/Treasurer HOURS:35
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:Bruce K. Crowther TITLE:President/CEO/Secretary HOURS:30
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:MICHAEL B. ZENN TITLE:FORMER Executive VP/COO/TREAS. HOURS:
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.