TY 2012 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
bovis lend lease US construction, One North wacker drive ste 850CHICAGOIL60606	construction	77,670,520
NORTHWESTERN MEDICAL FACULTY FOUNDA, 680 N LAKE SHORE DRIVE STE 1118CHICAGOIL60611	MEDICAL SERVICES	54,574,182
MCGAW MEDICAL CENTER OF NORTHWESTER, 645 N MICHIGAN AVECHICAGOIL60611	MED SVCS/RESIDENCY	35,774,249
NORTHWESTERN UNIVersity, 710 N lake Shore DriveCHICAGOIL60611	medical services	27,486,584
pepper construction group, 643 n orleansCHICAGOIL60654	construction service	14,881,531
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 105

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	189,102,919	189,102,919
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	44,499	44,499
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	17,714,822	6,126,169	11,171,951	416,702
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	524,245,313	484,368,767	38,483,863	1,392,683
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	11,825,331	10,739,797	1,079,043	6,491
9	Other employee benefits .......	44,598,304	39,295,047	4,926,967	376,290
10	Payroll taxes ...........	34,584,310	31,245,677	3,319,105	19,528
11	Fees for services (non-employees):
a	Management ......	158,344,359		158,344,359
b	Legal .........	1,371,803	174,677	1,197,126
c	Accounting ...........	1,545,249	570,406	957,215	17,628
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	786		786
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	136,775,618	109,836,067	26,130,575	808,976
12	Advertising and promotion ....	3,253,054	542,913	2,672,686	37,455
13	Office expenses .......	42,728,144	35,587,190	6,891,281	249,673
14	Information technology ......	13,685,556	4,920,616	8,744,041	20,899
15	Royalties ..	0
16	Occupancy ...........	89,855,269	50,852,926	38,999,544	2,799
17	Travel ............	1,468,440	1,072,049	365,610	30,781
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	1,153,551	439,618	499,547	214,386
20	Interest ...........	35,093,436	35,006,914	86,522
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	135,557,179	127,029,182	8,509,760	18,237
23	Insurance ..............	26,090,089	23,004,329	3,075,150	10,610
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MEDICAL SUPPLIES	243,383,036	243,205,420	175,999	1,617
b	MEDICAID TAX	41,395,021	41,395,021
c	BAD DEBT	30,719,910	30,719,637	273
d	SWAP TERMINATION	22,701,000	22,701,000
e	All other expenses	21,594,101	16,652,762	4,772,758	168,581
25	Total functional expenses. Add lines 1 through 24e	1,828,831,099	1,504,633,602	320,404,161	3,793,336
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	0	1	0
2	Savings and temporary cash investments .........	137,446,129	2	195,195,076
3	Pledges and grants receivable, net ...........	43,794,943	3	49,755,746
4	Accounts receivable, net .............	279,774,948	4	245,661,965
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	31,528,365	8	33,872,993
9	Prepaid expenses and deferred charges ..........	51,373,390	9	129,914,002
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,466,075,028
b	Less: accumulated depreciation .....	10b	1,103,958,917	1,326,318,673	10c	1,362,116,111
11	Investments—publicly traded securities ..........	1,099,721,709	11	0
12	Investments—other securities. See Part IV, line 11 .....	1,212,047,352	12	0
13	Investments—program-related. See Part IV, line 11 .....	0	13	0
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	311,286,705	15	2,935,756,347
16	Total assets. Add lines 1 through 15 (must equal line 34)......	4,493,292,214	16	4,952,272,240
	17	Accounts payable and accrued expenses .........	193,710,946	17	236,200,625
18	Grants payable .................	134,841,937	18	262,015,729
19	Deferred revenue ................	6,372,582	19	6,164,180
20	Tax-exempt bond liabilities .............	820,654,963	20	807,254,451
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	795,361,393	25	916,998,482
26	Total liabilities. Add lines 17 through 25.........	1,950,941,821	26	2,228,633,467
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	2,245,299,813	27	2,415,174,524
28	Temporarily restricted net assets ...........	155,279,701	28	157,721,974
29	Permanently restricted net assets ...........	141,770,879	29	150,742,275
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	2,542,350,393	33	2,723,638,773
34	Total liabilities and net assets/fund balances ........	4,493,292,214	34	4,952,272,240

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

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

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

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

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

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

Section D. Computation of Investment Income Percentage

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

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

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

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

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

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

Facts And Circumstances Test

Explanation
Listed below are THOSE gROUP MEMBERS THAT ARE NEITHER A HOSPITAL NOR A COOPERATIVE HOSPITAL SERVICE ORGANIZATION DESCRIBED IN SECTION 170(B)(1)(a)(III) nORTHWESTERN mEMORIAL fOUNDATION, tYPE 7, aN ORGANIZATION THAT NORMALLY RECEIVES A SUBSTANTIAL PART OF ITS SUPPORT FROM A GOVERNMENTAL UNIT OR FROM THE GENERAL PUBLIC DESCRIBED IN SECTION 170(B)(1)(a)(VI) lAKE fOREST HEALTH & fITNESS iNSTITUTE, TYPE 9, AN ORGANIZATION THAT NORMALLY RECEIVES: (1) MORE THAN 33 1/3% 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 33 1/3% 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)

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2012

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Northwestern Memorial Healthcare Group

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Northwestern Memorial Healthcare Group

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below. SchCMd Bullet

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I-A

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

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

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

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

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

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

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

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

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

Yes No

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

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

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

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

A Check SchCMd Bullet

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

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

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing organization's totals	(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......		411,552
c	Total lobbying expenditures (add lines 1a and 1b) ...................		411,552
d	Other exempt purpose expenditures ........................	1,494,012,345	1,748,846,117
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	1,494,012,345	1,749,257,669
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	1,000,000	1,000,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................	250,000	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

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

2a	Lobbying nontaxable amount	1,000,000	1,000,000	1,000,000	1,000,000	4,000,000

b	Lobbying ceiling amount (150% of line 2a, column(e))					6,000,000

c	Total lobbying expenditures	192,553	190,640	532,186	411,552	1,326,931

d	Grassroots nontaxable amount	250,000	250,000	250,000	250,000	1,000,000

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,500,000

f	Grassroots lobbying expenditures		5,000	10,209		15,209

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

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

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

(a)

Yes

(b)

Amount

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part III-A

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

Yes

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

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

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

Part III-B

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

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

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

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

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

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

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

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

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

Part IV

Supplemental Information

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

Identifier	Return Reference	Explanation
Affiliated Group schedule	Schedule C, Part II-A affiliated organizations	Organization Name: Northwestern Memorial Hospital Address: 251 E Huron Address: Chicago, IL 60611 FEIN: 37-0960170 Grassroots Lobbying Amount: Direct Lobbying Amount: Total Lobbying Expenditures: Other Exempt Purpose Expenditures: 1,222,387,740 Total Exempt Purpose Expenditures: 1,222,387,740 Lobbying Nontaxable Amount: 1,000,000 Grassroots Nontaxable Amount: 250,000 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Organization Name: Northwestern Lake Forest Hospital Address: 660 N Westmoreland Road ADDRESS: Lake Forest, IL 60645 FEIN: 36-2179779 Grassroots Lobbying Amount: Direct Lobbying Amount: Total Lobbying Expenditures: Other Exempt Purpose Expenditures: 188,396,784 Total Exempt Purpose Expenditures: 188,396,784 Lobbying Nontaxable Amount: 1,000,000 Grassroots Nontaxable Amount: 250,000 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Organization Name: Northwestern Memorial HealthCare Address: 251 E Huron Address: Chicago, IL 60611 FEIN: 36-3152959 Grassroots Lobbying Amount: Direct Lobbying Amount: 411,552 Total Lobbying Expenditures: 411,552 Other Exempt Purpose Expenditures: 254,833,772 Total Exempt Purpose Expenditures: 255,245,324 Lobbying Nontaxable Amount: 1,000,000 Grassroots Nontaxable Amount: 250,000 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Organization Name: Northwestern Memorial Physicians Group Address: 251 E Huron Address: Chicago, IL 60611 FEIN: 36-4030256 Grassroots Lobbying Amount: Direct Lobbying Amount: Total Lobbying Expenditures: Other Exempt Purpose Expenditures: 73,663,065 Total Exempt Purpose Expenditures: 73,663,065 Lobbying Nontaxable Amount: 1,000,000 Grassroots Nontaxable Amount: 250,000 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Organization Name: Lake Forest Health & Fitness Institute Address: 1200 N Westmoreland Road Address: Lake Forest, IL 60045 FEIN: 36-3835030 Grassroots Lobbying Amount: Direct Lobbying Amount: Total Lobbying Expenditures: Other Exempt Purpose Expenditures: 5,226,307 Total Exempt Purpose Expenditures: 5,226,307 Lobbying Nontaxable Amount: 411,315 Grassroots Nontaxable Amount: 102,829 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Organization Name: Northwestern Memorial Foundation Address: 351 E Huron Address: Chicago, IL 60611 FEIN: 36-3155315 Grassroots Lobbying Amount: Direct Lobbying Amount: Total Lobbying Expenditures: Other Exempt Purpose Expenditures: 4,338,450 Total Exempt Purpose Expenditures: 4,338,450 Lobbying Nontaxable Amount: 366,923 Grassroots Nontaxable Amount: 91,731 Total Grassroots Less Nontaxable Amount: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures: Total Expenditures Less Nontaxable Amount: Share of Excess Lobbying Expenditures:

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(b) Funds and other accounts
1	Total number at end of year .........	1
2	Aggregate contributions to (during year) ...	2,056,760
3	Aggregate grants from (during year) .....	174,702
4	Aggregate value at end of year ........	7,491,161

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

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

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

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

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

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

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

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

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

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

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


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	141,770,880	126,328,570	105,903,251	79,495,000	77,797,000
b	Contributions ........	2,363,845	16,347,337	19,682,870	26,169,000	1,884,000
c	Net investment earnings, gains, and losses	6,607,550	-905,027	742,449	239,251	-186,000
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......	150,742,275	141,770,880	126,328,570	105,903,251	79,495,000

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

100.000 %

Temporarily restricted endowment SchDMd Bullet

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

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

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

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

Part VI

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	237,952,616		237,952,616
b	Buildings ................	1,701,356,417	830,308,406	871,048,011
c	Leasehold improvements ............
d	Equipment ................	373,995,335	273,650,510	100,344,825
e	Other .................	152,770,659	0	152,770,659
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				1,362,116,111

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

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








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

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

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









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

Part IX

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

(a) Description				(b) Book value
(1) DUE FROM AFFILIATES				6,076,833
(2) BENEFICIAL INTEREST IN TRUSTS				13,282,380
(3) ARTWORK				1,067,904
(4) INSURANCE RECOVERABLE				259,892,785
(5) SECTION 457-B PLAN ASSET				4,806,328
(6) OTHER ASSETS				4,901,343
(7) INVEST NONGROUP SUBS & JV				12,000,000
(8) BOND ISSUANCE COSTS				6,877,297
(9) GOODWILL				10,613,973
(10) I/C RECEIVABLE				2,616,237,504
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				2,935,756,347

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
ACCRUED BOND INTEREST		1,121,328
EST THIRD PARTY PAYOR SETTLEME		229,051,422
DUE TO AFFILIATES		72,863,721
SELF INSURANCE RESERVES		554,795,148
INTEREST RATE SWAPS		43,915,778
SECTION 457-B AND PENSION PLAN		4,806,328
DEFERRED RENT		2,654,923
OTHER		7,789,834

Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		916,998,482
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
FIn 48 Statement	Sch D Part X Line 2	The organization's financial statements do not report any uncertain tax positions under FIN 48.
Endowments	schedule D part V	The Northwestern Group disclosed the endowment funds in Part V in accordance with SFAS 117 (ASC 958). The Group reports board designated funds of $145,545,000 in unrestricted net assets as of August 31, 2013. These amounts were not included in Part V so that the Endowment funds match the financial statements. The Group also has temporarily restricted assets generated from endowment funds of $48,928,000 as of August 31, 2013. In accordance with SFAS 117 (ASC 958) these amounts are not considered endowments and have not been included in Part V. The 4 prior years are the combined Group members endowment information.
Collections of Art	Schedule D part III	Due to immateriality there is no separate footnote in the financial statements regarding SFAS 116 (ASC 958) contributed art. The hospital maintains artwork that is on public display. The arts program was developed in response to research that demonstrates the healing value of representational art depicting natural landscapes and positive human interactions. Our art collection provides comfort, evokes positive emotions and can help promote healing for our patients. The hospital also maintains historical items that relate to care such as historical medical instruments and nursing uniforms.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

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

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

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

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

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

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

Yes

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

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

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Central America and the Caribbean	1	0	Program Services	liability risk funding	81,660,034
















3a	Sub-total .....	1	0			81,660,034
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)	1	0			81,660,034

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

Schedule F (Form 990) 2012

Page 2

Part II

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

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

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

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

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

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

Part III can be duplicated if additional space is needed.

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

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

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

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

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

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

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

(i) Name and address of individual or entity (fundraiser)		(iii) Did fundraiser have custody or control of contributions?
		Yes	No
	less than 5000		No









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

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

FL, IL, NY, WI

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

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

		(a) Event #1 Golf Outing (event type)	(b) Event #2 Womens' Board (event type)	(c) Other events 1 (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	67,775	400,028	92,837	560,640
2	Less: Contributions . .	28,275	287,158	46,767	362,200
3	Gross income (line 1 minus line 2) . . .	39,500	112,870	46,070	198,440
4	Cash prizes . . .
5	Noncash prizes . .		9,778		9,778
6	Rent/facility costs . .	52,384	103,234	11,931	167,549
7	Food and beverages .		43,765	5,012	48,777
8	Entertainment . . .		68,735		68,735
9	Other direct expenses .	214	29,004	27,336	56,554
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........				351,393
11	Net income summary. Combine line 3, column (d), and line 10. ..........				-152,953

Part III

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
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

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

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

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

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

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

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

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

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

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 right arrow

Part IV

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

Identifier	Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

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

Yes

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

Yes

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

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

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

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:

Yes

100% 150% 200% Other 250 %

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: .........

Yes

200% 250% 300% 350% 400% Other 600 %

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

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

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

Yes

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

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

Yes

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

Yes

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

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	63,609,641	4,731,402	58,878,239	3.270 %
b	Medicaid (from Worksheet 3, column a) ....	129,577,312	112,988,000	16,589,312	0.920 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .
d	Total Financial Assistance and Means-Tested Government Programs .	193,186,953	117,719,402	75,467,551	4.190 %
Other Benefits		2,374,500	18,410	2,356,090	0.130 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	2,374,500	18,410	2,356,090	0.130 %
f	Health professions education (from Worksheet 5) ..	62,091,543	9,951,000	52,140,543	2.900 %
g	Subsidized health services (from Worksheet 6) ..	13,437,164		13,437,164	0.750 %
h	Research (from Worksheet 7)	14,150,844		14,150,844	0.790 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	171,568,474		171,568,474	9.540 %
j	Total. Other Benefits ..	263,622,525	9,969,410	253,653,115	14.110 %
k	Total. Add lines 7d and 7j .	456,809,478	127,688,812	329,120,666	18.300 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012

Page

Part II

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

		(c) Total community building expense	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development	477,218	477,218	0.030 %
9	Other
10	Total	477,218	477,218	0.030 %

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

6,450,651

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

340,385,000

Enter Medicare allowable costs of care relating to payments on line 5.....

440,839,613

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-100,454,613

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

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

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

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1Lake Forest Endo LLC	Endoscopy Center	30.000 %	70.000 %
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2012

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?2 Name, address, and primary website address
1	Northwestern memorial Hospital 251 E Huron Chicago,IL60611 www.nmh.org	X	X	X	X	X
2	Northwestern Lake Forest Hospital 660 N Westmoreland Road Lake Forest,IL60045 www.lfh.org	X	X	X		X

Schedule H (Form 990) 2012

Page

Part VFacility 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)

	Northwestern memorial Hospital
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community 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 community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

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

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

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

The process for consulting with persons representing the community’s interests

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

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 representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

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

Yes

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

Hospital facility’s website

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 apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

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

Prioritization of health needs in its community

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

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 VI which 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 as required 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? $

Schedule H (Form 990) 2012

Page

Part VFacility 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.% 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: 600.% 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	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	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	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	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 financial assistance 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 during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’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	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

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

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

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

Yes

If “No,” indicate why:

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

The hospital facility’s policy was not in writing

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

Other (describe in Part VI)

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

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

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

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

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

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ............................

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility 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)

	Northwestern Lake Forest Hospital
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community 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 community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

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

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

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

The process for consulting with persons representing the community’s interests

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

Other (describe in Part VI)

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

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

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

Yes

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

Hospital facility’s website

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 apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

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

Prioritization of health needs in its community

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

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required 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? $

Schedule H (Form 990) 2012

Page

Part VFacility 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.% 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: 600.% 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	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	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	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	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 financial assistance 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 during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’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	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

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

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

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

The hospital facility’s policy was not in writing

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

Other (describe in Part VI)

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

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

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

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

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

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital 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?19
Name and address		Type of Facility (describe)
1	NMPG - Streeterville Obstetrics and Gyne 680 N Lake Shore Drive Ste 810 chicago,IL60611	outpatient clinic
2	NMPG - Lincoln Park SoNo 1460 N Halsted Ste 203 502 504 chicago,IL60611	outpatient clinic
3	NMPG -Lakeview 1333 W Belmont Suite 100 200 chicago,IL60657	outpatient clinic
4	NMPG - Northwestern Memorial Hospital 201 E Huron 12th Floor ste 105 chicago,IL60611	outpatient clinic
5	NMPG - Loop 20 S Clark Street 11th Floor chicago,IL60603	outpatient clinic
6	NMPG - Northwestern Integrative Medicine 150 E Huron Street Ste 1100 chicago,IL60611	outpatient clinic
7	NMPG Deerfield 350 s waukegan deerfield,IL60015	outpatient clinic
8	NMPG - Corporate Health and Travel Medic 676 N Saint Clair St Ste 900 chicago,IL60611	outpatient clinic
9	Northwestern Executive Health 676 N St Clair St Suite 2200 chicago,IL60611	outpatient clinic
10	NMPG Libertyville 1800 Hollister Drive Ste 610 Libertyville,IL60048	outpatient clinic
11	NMPG Bucktown IM Office 1913 W North Avenue chicago,IL60611	outpatient clinic
12	NMPG - Highland Park 600 Central Suite 333 Highland Park,IL60035	outpatient clinic
13	NMPG Grayslake 1275 E Belvidere Road Suite 250 Grayslake,IL60030	outpatient clinic
14	NMPG - Lake Forest 800 N Westmoreland Road ste 201 Lake Forest,IL60045	outpatient clinic
15	NMPG Hospitalist & Health North 660 N Westmoreland Road Lake Forest,IL60045	outpatient clinic
16	NMPG OB triage Prentice womens Hospital 251 E hur chicago,IL60611	outpatient clinic
17	NMPG-Evanston 1704 Maple Suite 100 200 Evanston,IL60201	Outpatient clinic
18	NMPG GLenview Center 2501 Compass road ste 105 glenview,IL60026	outpatient clinic
19	NMPG Follow UP Clinic 676 N St Clair Suite 701 Chicago,IL60611	Outpatient Clinic

Schedule H (Form 990) 2012

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; Part V, Section A; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, 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 the organization 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, files a community benefit report.
8	Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.

Identifier	ReturnReference	Explanation
Community benefit Report	Schedule H, Part I, Line 6a	NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES (NMHC) SUBMIT A COMMUNITY BENEFIT REPORT TO THE ILLINOIS ATTORNEY GENERAL ACCORDING TO THE REQUIREMENTS FOR THE STATE OF ILLINOIS. NORTHWESTERN MEMORIAL HOSPITAL'S(NMH), NORTHWESTERN LAKE FOREST HOSPITAL'S (NLFH) AND ALL OTHER NMHC NON-PROFIT SUBSIDIARIES' RESULTS ARE INCLUDED IN THIS REPORT. A COMPLETE COPY OF THE REPORT IS AVAILABLE ON REQUEST.
Costing methodology	Schedule H, Part I, line 7	THE COST OF financial assistance at cost WAS CALCULATED BY APPLYING THE TOTAL COST-TO-CHARGE RATIO FROM EACH HOSPITAL'S MEDICARE COST REPORT (CMS 2552-10 WORKSHEET C, PART 1, CONSISTENT WITH THE STATE OF ILLINOIS ATTORNEY GENERAL OFFICE DEFINITION) TO THE CHARGES ON ACCOUNTS IDENTIFIED AS QUALIFYING FOR CHARITY CARE (AS DEFINED IN THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ACCOUNTING AND AUDITING GUIDE - HEALTHCARE ORGANIZATIONS). THE RESULTANT CALCULATED COST WAS THEN OFFSET BY ANY PAYMENTS AND/OR CONTRIBUTIONS RECEIVED THAT WERE DESIGNATED FOR THE PAYMENT OF PATIENT BILLS QUALIFYING FOR A CHARITY CARE DISCOUNT (AS DEFINED IN THE HEALTHCARE FINANCIAL MANAGEMENT ASSOCIATION'S PRINCIPLES AND PRACTICES BOARD STATEMENT 15: VALUATION AND FINANCIAL STATEMENT PRESENTATION OF CHARITY CARE AND BAD DEBTS BY INSTITUTIONAL HEALTHCARE PROVIDERS). THE UNREIMBURSED COST OF BAD DEBT, MEDICAID, MEDICARE OR ANY OTHER FEDERAL, STATE OR LOCAL INDIGENT HEALTHCARE PROGRAM IS NOT INCLUDED IN THE UNREIMBURSED COST FIGURE FOR CHARITY CARE. THE UNREIMBURSED COST OF MEDICAID FOR THE HOSPITALS WAS CALCULATED BY APPLYING THE HOSPITALS' OVERALL COST-TO-CHARGE RATIOS TO THEIR TOTAL MEDICAID INPATIENT AND OUTPATIENT CHARGES AND THEN SUBTRACTING PAYMENTS RECEIVED UNDER THESE PROGRAMS. THE COST-TO-CHARGE RATIOS ARE ADJUSTED TO EXCLUDE MEDICAL EDUCATION AND OTHER COSTS THAT ARE INCLUDED ELSEWHERE ON SCHEDULE H. THE UNREIMBURSED COST OF MEDICAID FOR FISCAL YEAR 2013 IS REDUCED BY $14.8 MILLION OF NET REIMBURSEMENT NMHC RECEIVED UNDER THE ILLINOIS HOSPITAL ASSESSMENT PROGRAM. The costs for OTHER BENEFITs WERE CALCULATED PRIMARILY BASED ON DIRECT COSTING METHODOLOGY CONSISTENT WITH FUNCTIONAL EXPENSE REPORTING IN THE FOOTNOTES TO THE AUDITED FINANCIAL STATEMENTS.
Bad Debt expense removed	schedule h, part I, line 7 a thru k	The amount of bad debt expenses included in Part IX line 25 is $30,719,637. Of this amount $30,652,373, representing the patient-related portion of bad debts, is subtracted from total costs for calculating the percentages.
Subsidized Health Services	schedule H, Part I, line 7g	THE BENEFITS REPORTED ARE PRIMARILY ASSOCIATED WITH OPERATING LOSSES SUPPORTING NMH'S MENTAL HEALTH PROGRAMS. NMHC DOES NOT INCLUDE COSTS ATTRIBUTABLE TO PHYSICIAN CLINICS AS SUBSIDIZED HEALTH SERVICES.
Community Building activities	schedule H, part II, Description Line 8: Work Force Development	Community Training and Education programs at Northwestern Memorial work to ensure that a highly trained healthcare workforce of adequate capacity is in place to serve the residents of the region, that at-risk members of the community have pathways to jobs in the healthcare system and that the youth have access to programs that help them learn about and potentially become interested in healthcare careers. Northwestern Memorial is committed to providing training and employment opportunities for residents of the community while addressing the shortage of healthcare workers through a direct, formal training pipeline. Certificate Programs NMH offers 12 to 21-month certificate programs in four areas including nuclear medicine technology, radiation therapy, radiography and diagnostic medical sonography. The programs are available to employees as well as the general public. Many students come from the local community as well as from affiliated colleges and universities. Leaders of these programs visit city high schools, colleges and universities to introduce various medical fields to prospective students and increase their general knowledge of various allied health fields. NMH is an important clinical setting for the education of the next generation of healthcare workers, from physicians to nurses to skilled technicians. Through clinical affiliations with top regional universities and colleges, as well as established clinical rotation, mentoring, clinician shadowing, traditional didactic lectures and other teaching programs, NMH provided a clinical setting for education of hundreds of students, many of whom will become professionals in fields identified as areas of current or future workforce shortage in the U.S. healthcare system. In fiscal year 2013, NMH provided education to: A. More than 700 undergraduate and graduate nursing students B. 300 students from university-based pharmacy programs C. 50 respiratory therapy students D. 5 graduate social work interns E. 4 interns in biomedical engineering F. Students in cardiac rehabilitation, clinical coding, clinical pastoral care, clinical psychology, computed tomography, counseling and human services, exercise and sports sciences, health informatics technology, healthcare research, kinesiology, nutrition/dietician services, phlebotomy, physical therapy, physical therapy assistant, occupational therapy and occupational therapy aide programs, social work, special care nursery and newborn nutrition, speech therapy and audiology, ultrasound technology and vascular ultrasound technology. on-the-Job Training and Youth Education Programs A. Since 1997, NMH has partnered with the CARA program to help homeless and other at-risk adults in their efforts to achieve long-term employment success by providing on-the-job training skills that ready them to move into the work force. NMH has hired more than 120 employees through this partnership since it began, including three in fiscal year 2013. B. NMH offers ongoing, comprehensive youth programs that expose Chicago students to potential healthcare careers. i. For 13 years, through the Medical and Health Careers Academy, NMH has partnered with high schools in the Chicago Public School (CPS) System ii. Percy L. Julian on the South Side, Roger C. Sullivan on the North Sid Richard T. Crane Technical Preparatory on the Near West Side and Dunbar Vocational Academy on the South Side iii. to promote interest in post-high school education and healthcare careers. NMH employees speak to the students about their jobs in healthcare and students with their parents visit the hospital, where they have the opportunity for a behind-the-scenes understanding of clinical areas and potential careers. Through this program, 117 high school students visited NMH in fiscal year 2013. iv. NMH has hosted Medical Explorers Post 9766 since 1996. Students participate in a variety of activities designed to encourage their expressed interest in healthcare careers and expose them to the field. The program emphasizes career exploration, life skills, service learning, character development and leadership. Students participate in tours, hear guest speakers and join in discussions and projects. The program offers internships, mentorship, tutoring, networking, community service opportunities and scholarships. To date, more than 800 high school and college students have participated in NMH's Medical Explorers Post. Since the program began, many Medical Explorers have pursued careers in nursing and medicine and several are now employed at NMH, including a recent nursing Medical Explorer student who now works in the neonatal intensive care unit. v. the Cristo Rey Internship Program, run collaboratively with the Cristo Rey Jesuit High School in the Pilsen neighborhood on the city's Near West Side, offers students from a primarily Hispanic community an opportunity to work one day a week in an administrative role with the Human Resources division or within the Information Services department at NMH to gain valuable work experience and learn time management and organizational skills in a corporate setting. Nine students participated in this program in fiscal year 2013. vi. NMH and Feinberg developed the Northwestern Medicine Scholar's Program at the CPS's Westinghouse College Preparatory High School, a selective enrollment high school located in the Chicago West Side neighborhood of Garfield Park. Through the program, talented students who wish to become physicians or biomedical researchers are provided learning opportunities. A group of high-achieving high school freshmen are selected each year to participate in the four-year program which includes mentoring by senior faculty members, an intensive three-week summer program, distance learning, ACT test preparation and leadership and life skills development. Eighteen students participated in fiscal year 2013. vii. NLFH staff provide Medical career advisory training at Lake Count High Schools Technical Campus for students pursuing careers in healthcare directly following high school or seeking professional healthcare careers. viii. NLFH provides on-site training For physically, mentally and emotionally challenged students learning to perform housekeeping duties in partnership with the Special Education District of Lake County, a cooperative educational organization working among 35 school districts in Lake County, Illinois. C. NMH continues to offer comprehensive internships and fellowships for college students and post-graduates i. NMH sponsors the INROADS Program, which provides progressive internships, year-round academic instruction and summer workshops to prepare minority college students for the corporate work setting. Initially developed under the federal Hire the uture program, NMH was the first Chicago hospital to participate in this program. Students benefit from mentoring and leadership training to prepare them for future positions in a healthcare career.
Bad debt expense footnote	Schedule H, part III, Line 4	PART III LINE 2: Patient revenue, net of contractual allowances and discounts, is reduced by the provision for bad debts, and net patient accounts receivable are reduced by an allowance for uncollectible accounts. These amounts are based primarily on management's assessment of historical and expected write-offs and net collections, along with the aging status for each major payor source. Management regularly reviews data about these major payor sources of revenue in evaluating the sufficiency of the allowance for uncollectible accounts. Based on historical experience, a portion of Northwestern Memorial's self-pay patients who do not qualify for charity care will be unable or unwilling to pay for the services provided. Thus, a provision is recorded for bad debts in the period services are provided related to these patients. After all reasonable collection efforts have been exhausted in accordance with Northwestern Memorial's policies, accounts receivable are written off and charged against the allowance for uncollectible accounts.
Medicare shortfall	Schedule H, part III, line 8	THE UNREIMBURSED COST OF MEDICARE IS DEFINED BY THE STATE OF ILLINOIS ATTORNEY GENERAL'S OFFICE ANNUAL NONPROFIT HOSPITAL COMMUNITY BENEFITS PLAN REPORT AS A COMMUNITY BENEFIT. THE HEALTHCARE FINANCial MANAGEMENT ASSOCIATION ALSO VIEWS THE UNREIMBURSED COSTS OF MEDICARE AS PART OF A HOSPITAL'S COMMUNITY BENEFIT PROGRAM. NMHC PROVIDES MEDICAL CARE TO MEDICARE PATIENTS AT A COST HIGHER THAN THE REIMBURSEMENT IT RECEIVES FROM MEDICARE. THE AMOUNTS LISTED FOR PART III, LINES 5 THRU 7, ARE CALCULATED CONSISTENT WITH THE METHODOLOGY DESCRIBED FOR CALCULATING UREIMBURSED COST OF MEDICAID FOR FISCAL 2013.
Financial Assistance collection practices	Schedule H, part III, line 9b	NMHC's Credit and Collection Policy contains a provision for financial counseling. tHE POLICY STATES THAT patients with self-pay balances and without the resources to pay their obligations will be assessed FOR FREE AND DISCOUNTED CARE eligibility By the Financial Counseling Departments. The assessment involves an evaluation of all levels of assistance including governmental assistance, extended pay alternatives, and free or discounted care. If THE PATIENT QUALIFIES FOR free care, THE ACCOUNT IS ADJUSTED TO ZERO SO NO COLLECTION ACTIVITY OCCURS. If financial assistance results in a discounted or reduced balance, only the reduced balance will be subject to the collection practices.
NMH Community Health Needs Assessment (CHNA)	Schedule H, Part V, Section B, Line 1 j	The CHNA report also describes: Background of NMH, NMH Charity Care, NMH Mission, Providing and Ensuring Access to Care, CHNA Goals and Objectives, Public Dissemination, and Development of the Implementation Plan.
NMH CHNA Community Representatives	Schedule H, Part V, Section B, Line 3	As part of the CHNA, four focus groups were held among key stakeholders representing public health, physicians, other healthcare professionals, social service providers and other community leaders from throughout Chicago. Potential participants were chosen because of their ability to identify primary concerns of the populations with whom they work, as well as of the community overall. Focus group candidates were first contacted by letter to request their participation. Follow-up phone calls were then made to ascertain whether or not they would be able to attend. Audio from the focus group sessions was recorded. Findings from the focus group represent qualitative rather than quantitative data. The group was designed to gather input from participants regarding their opinions and perceptions of the health of the residents in the area. Thus, these findings are based on perceptions, not facts. In total, focus groups held as part of this CHNA incorporated input form 26 key informants (or community stakeholders), with special emphasis on persons who work with or have special knowledge about vulnerable populations in South Chicago, North Chicago, Downtown/West Chicago, as well as throughout Cook County, including low-income individuals, minority populations, those with chronic conditions and other medically underserved residents To ensure that organizations impacting health in Chicago were meaningfully engaged in reviewing and interpreting the findings of the CHNA, developing priorities among the identified needs and forming a collaborative plan to address the top priority needs, a steering committee (the External Steering Committee) was established and maintained. Members include representatives of: 1. Chicago Department of Public Health 2. CommunityHealth (Chicago's largest free health clinic) 3. Consortium to Lower Obesity in Chicago Children 4. Erie Family Health Center (Federally Qualified Health Center) 5. Greater Humboldt Park Community Diabetes Empowerment Center 6. Kelly Hall YMCA 7. Near North Health Services Corporation (Federally Qualified Health Center) 8. United Way of Chicago 9. West Humboldt Park Development Council
NMH CHNA Making available to the public: Other	Schedule H, Part V, section B, line 5c	In addition to providing the CHNA report on the website (http://www.nmh.org/nm/Community-Health-Needs-Assessment), and making it available to the public upon request, the CHNA report was also provided to a variety of community partners, including: a. Key Community Organizations b. NMH Internal & External Steering Committee Members c. Northwestern University Institute of Public Health d. Northwestern Medicine Leadership
NMH CHNA NON-Addressed Needs	schedule H, Part V, section B, line 7	The CHNA report completed in August 2013 identified areas of opportunity for health improvement for which NMH and its External Steering Committee determined it would not prepare an implementation plan and strategy. These areas of opportunity and the reasons for not addressing are below. Chronic Kidney Disease (Kidney Disease Deaths): NMH provides clinical services to treat chronic kidney disease. The External Steering Committee recommended focusing efforts on other health conditions for which NMH could have a greater impact. Family Planning (Births to Unwed Mothers, Births to Teens): NMH provides a comprehensive range of outpatient and inpatient services to expectant women and teens, including family planning services. NMH will continue to sustain these services and work to strengthen community-based medical homes where family planning services can be conveniently accessed. HIV (HIV/AIDS Deaths): NMH provides clinical services to treat chronic HIV/AIDS and collaborates with Feinberg in conducting research to better prevent, detect and treat HIV/AIDS. The External Steering Committee recommended focusing efforts on improving access to medical homes, where access to these services can be effectively coordinated. Maternal, Infant and Child Health (Lack of Prenatal Care, Low Birth Weight, Infant Mortality): NMH provides a comprehensive range of outpatient and inpatient services to expectant women and teens. NMH will continue to sustain these services. The External Steering Committee recommended that NMH focus on strengthening and improving access to medical homes, where access to these services and other prenatal care can be effectively coordinated. Oral Health (Recent Dental Care (Adults)): NMH does not provide office-based dental care services. Respiratory Disease (Pneumonia/Influenza Deaths, Pneumonia Vaccinations (65+), Prevalence of Asthma (Adults), Tuberculosis Incidence): NMH provides clinical services to treat pneumonia, asthma and tuberculosis. The External Steering Committee recommended that NMH focus on strengthening and improving access to medical homes, where preventive care and screening services can be effectively coordinated and access to medically necessary specialty care can be facilitated. Sexually Transmitted Diseases (Gonorrhea Incidence, Syphilis Incidence, Chlamydia Incidence): The External Steering Committee recommended that NMH focus on strengthening and improving access to medical homes, where counseling on prevention and screening for disease can be effectively coordinated and access to medically necessary specialty care can be facilitated. Substance Abuse (Cirrhosis/Liver Disease Deaths, Binge Drinking, Illicit Drug Use): The External Steering Committee recommended focusing efforts on other health conditions for which NMH could have a greater impact. Tobacco Use (Exposure to Environmental Tobacco Smoke): NMH supports public policies aimed at reducing tobacco use. The External Steering Committee recommended focusing efforts on other health conditions for which NMH could have a greater impact. Vision (Blindness/Uncorrectable Vision Problems): The External Steering Committee recommended that NMH focus on strengthening and improving access to medical homes, where primary vision screenings can be effectively and conveniently provided. The External Steering Committee recommended focusing efforts on other health conditions for which NMH could have a greater impact. Many health organizations in Chicago were identified as providers of services to treat these health needs (see CHNA Report).
NLFH Community Health Needs Assessment (CHNA)	Schedule H, Part V,Section B, Line 1 j	The CHNA report also describes: Background of NLFH, Providing Access to Care, CHNA Goals and Objectives, Public Dissemination, Information on NLFH's Committee Partners, and Development of the Implementation Plan.
NLFH CHNA Community Representatives	Schedule H, Part V,Section B, Line 3	As part of the CHNA, a focus group was held among key stakeholders including representatives from public health and social service providers. A list of recommended participants for the NLFH focus groups was provided by NLFH. Potential participants were chosen because of their ability to identify primary concerns of the populations with whom they work, as well as of the community overall. Participants included a representative of public health, as well as several individuals who work with low-income, minority or other medically underserved populations, and those who work with persons with chronic disease conditions. Focus group candidates were first contacted by letter to request their participation. Follow-up phone calls were then made to ascertain whether or not they would be able to attend. Audio from the focus group sessions was recorded. Findings from the focus group represent qualitative rather than quantitative data. The group was designed to gather input from participants regarding their opinions and perceptions of the health of the residents in the area. Thus, these findings are based on perceptions, not facts. To ensure that organizations impacting health in Lake County were meaningfully engaged in reviewing and interpreting the findings of the CHNA, developing priorities among the identified needs and forming a collaborative plan to address the top priority needs, a steering committee (the External Steering Committee) was established and maintained. Members include representatives of: 1. HealthReach (Free Health Clinic) 2. Lake County Council for Seniors 3. Lake County Health Department 4. Lake Forest High School and District 39 5. Mano a Mano Family Resource Center
NLFH CHNA Making available to the public: Other	Schedule H, Part V, section B, line 5c	In addition to providing the CHNA report on the website (http://www.lfh.org/community_health_needs_assessment), and making it available to the public upon request, the CHNA report was also provided to a variety of community partners, including: a. Key Community Organizations b. NLFH Internal & External Steering Committee Members c. Northwestern University Institute of Public Health d. Northwestern Medicine Leadership
NLFH CHNA NON-Addressed Needs	schedule H, Part V, section B, line 7	The CHNA report completed in August, 2013 identified three areas of opportunity for health improvement for which NLFH and its External Steering Committee determined it would not prepare an implementation plan and strategy. These areas of opportunity and the reasons for not addressing are below. Chronic Kidney Disease (Kidney Disease Deaths): Although NLFH has clinical services available to treat kidney disease, the External Steering Committee recommended that NLFH focus its efforts on health needs for which it could have a greater public health impact. Chronic Pain (Chronic Neck Pain): Although NLFH has clinical services available to treat chronic neck pain, the External Steering Committee recommended that NLFH focus its efforts on health needs for which it could have a greater public health impact. Dementias, Including Alzheimer's Disease: Although NLFH has clinical services available to treat dementia, the External Steering Committee recommended that NLFH focus its efforts on health needs for which it could have a greater public health impact. Many health organizations in Lake County were identified as providers of services to treat these health needs (see CHNA Report).
Amounts Charged to patients	Schedule H, Part V, schedule B, Line 12h, Other	other variables used to determine amounts charged to patients included: state of residency, family size, extenuating circumstances and medically necessary services.
Publicizing Policy	Schedule H, Part V, Line 14g, Other	Summary brochure was available at check-in.
actions taken	Schedule H, Part V, Line 18e, Other	NMH/NLFH made no such efforts.
Determination of FAP eligible charges	Schedule H, Part V, Line 20d, Other	The maximum amount that can be charged to FAP-eligible individuals is dependent upon their household income level and family size. Emergency or other medically necessary care for individuals with household income up to 250% of the published federal poverty income levels (FPL) is provided at no charge. Care for individuals with family income from 251% to 600% of the FPL is charged at the approximate cost of the care provided, with the cost calculation based on the annual filed Medicare Cost Report. In addition, the FAP for NMHC has provisions to address catastrophic care situations. Payments under the NMHC FAP shall not exceed 21% of the patient's annual household income, for patients under 600% of FPL, and shall not exceed 35% of the patient's household income for qualifying patients above 600% of FPL. primary care providers that can serve as their medical home.
Needs assessment	schedule H, part VI, Line 2	NMH's longstanding commitment to improve the health of the community it serves is embodied in our mission statement. NMH believes that its mission to improve the health of the communities it serves is best accomplished in collaboration with partners both in the community and within the organizations that comprise Northwestern Medicine. NMH's affiliations with community-based health care partners enable the organizations to meaningfully improve access to healthcare through establishment of high quality medical homes, pathways to access medically necessary hospital-based care and targeted programs to address the highest priority health needs of the community. NMH maintains a broad range of activities to respond to the health needs of the community. They are organized to achieve specific goals that address our responsibility as a tax-exempt organization, leverage our strengths as an AMC hospital and optimize our impact on the health of our community: A. Provide quality care based on our clinical and academic strengths B. Train the next generation of healthcare professionals for our hospital, community and industry C. Support the discovery of new knowledge through research that can cure disease and reduce suffering D. Develop programs to address the affordability and accessibility of healthcare E. Make a measurable, positive impact on the health of medically underserved residents in our community F. Through information, empower community residents to make proactive healthcare decisions G. Provide local youth with education, mentoring and exposure to the healthcare industry H. Identify and address community needs within available resources I. Promote strong and lasting relationships with the community NMH has completed a comprehensive Community Health Needs Assessment (CHNA) to identify the highest priority health needs of residents of our community, and will use this information to guide new and enhance existing efforts to improve the health of our community. As described in detail later in this report, the goal of the CHNA is to use a data-driven approach to determine the health status, behaviors and needs of all residents in the NMH Service Area. Through this analysis, health needs were identified that are prevalent among residents across all socioeconomic groups, races and ethnicities, as well as health issues that highlight health disparities or disproportionately impact the medically underserved and uninsured. Providing Care to the Community Addressing Priority Health Needs In Partnership NMH provides medically necessary care to residents of its community with the support and coordination of a range of clinical, public health and social service partners both on campus and in the community. Providing Care Physicians with privileges to provide care at NMH all contribute to the education of the next generation of healthcare providers through faculty appointments at Feinberg, and practice in a range of settings. These include a large primary care practice, a leading academic multispecialty group practice for the fulltime faculty of Feinberg and many small independent group and individual practices of physicians with part-time Feinberg faculty appointments. NMH has formal and longstanding affiliations with two Federally Qualified Health Center partners based in the community, Near North Health Service Corporation (Near North) which includes the James and Catherine Denny Primary Care and Preventive Medicine Center at the Lawson House YMCA, and Erie Family Health Center (Erie). In addition to these relationships, NMH works with a number of other healthcare organizations providing healthcare and social support services to those without adequate access to healthcare. Through these partnerships, programs are collaboratively developed and implemented to address the priority healthcare needs of the patients in medically underserved communities throughout NMH's community. NMH and its community partners are dedicated to the common goal of creating a healthier community. Many organizations contribute to achieving this goal, and each has unique expertise, history, perspective and relationships within the community. NMH and its partners approach community health needs with awareness and respect for each organization's strengths and capacities. Consistent with NMH's Patients First focus, patient care is provided in a way that is designed to be most convenient for patients. NMH and its partner community health centers continually strive to develop a seamless continuum of highly effective, world-class patient care utilizing a medical home model in which care is coordinated through a primary care provider. In this model, routine office-based preventive and primary care is generally provided at locations close by and convenient to patients, whether at physician offices or at community-based health clinics. Diagnostic, surgical, specialty and sub-specialty care is provided by medical staff and allied health care providers at NMH. Large-scale programs have been implemented utilizing this model to address the highest priority concerns identified by the community health centers: obstetrics/gynecology services, diabetes, breast care, and cancer. Where appropriate, these programs have included participation of others in the community, including non-profit community organizations such as the YMCA and the West Humboldt Park Development Council, local churches, and community leaders. NMH also works in partnership with Chicago's public health organizations and community health leaders to identify and coordinate resources to provide care to the most medically underserved of NMH's community residents. Ensuring Access Many factors act as barriers to accessing healthcare among the medically underserved residents of NMH's community. These include: A. Lack of insurance and/or unaffordable services B. Confusion about how to access or navigate the health system C. Cultural barriers D. Lack of understanding of diseases, risks, screening and detection E. Logistic issues (child care coverage during appointments; transportation; inability to miss work) F. Low English proficiency G. Limited availability of care in neighborhood H. Few years of formal education NMH and its partner community health centers, often in collaboration with researchers at Feinberg, have worked to reduce these barriers through comprehensive efforts that include: A. Financial assistance and charity care at NMH B. Development of culturally appropriate education programs to encourage preventive and primary care and screenings C. Expanded physician specialty services at community health centers, funded by NMH-directed grants D. Diagnostic and specialty care at physician practices, funded by NMH-directed grants E. Simplified financial assistance applications, available in Spanish and Polish F. Coordination of referrals and paperwork between on-campus and community-based health partners and NMH G. In depth analysis and planning for community health initiatives, supported by public health experts within Feinberg's public health program H. Support of local public health planning and health needs assessment by public health experts and epidemiological scientists within Feinberg Despite these efforts, many residents of NMH's community do not receive the benefit of primary care services provided through a medical home. When NMH emergency department patients without known primary care providers are finished receiving care, they are offered the opportunity to schedule their follow-up care in the NMH Follow-up Clinic. Here patients receive medically necessary services and can be connected with primary care providers that can serve as their medical home.
Patient education of financial assistance eligibility	Schedule H, part VI, Line 3	There are many ways that patients of the Hospitals are informed or made aware of the availability of the Hospital's various financial assistance programs: a. To increase awareness of its financial assistance programs, the Hospitals have developed brochures (in English and Spanish) that are provided to patients upon admission and available at registration points-of-entry. b. English and Spanish-language signs notifying patients that financial assistance is available are present at every patient registration area, including the emergency department. c. As part of the registration process, patients are provided with a financial assistance information brochure which describes the types of assistance available and how to qualify for one or more of the programs. d. The general consent form that every patient signs contains information about the NMHC financial assistance programs, and is available in English, Spanish, Russian and Polish at NMH, while NLFH has programs in english and spanish. e. Inpatients receive a Patient Welcome Package that includes the financial assistance information. f. Patients can learn about and assess their eligibility for the Hospital's financial assistance programs with the help of the Hospital's team of financial counseling and patient inquiry representatives. These representatives are available on a walk-in basis or through a toll-free number. g. Processes are in place to link patients with financial counselors and patient inquiry representatives when financial hardship is identified as a concern during social services assessments. h. The entry portal to the NMH and NLFH websites contain a prominent link to information about NMH's various financial assistance programs, the financial assistance brochure and downloadable applications in multiple languages. i. Working in conjunction with clinical staff, financial counselors visit inpatients not enrolled in government or private health plans while they are still in the hospital to assist them in determining their eligibility for both government health programs and for Hospital Free and Discounted Care programs. j. The Hospitals inform uninsured patients, and patients with an outstanding balance after insurance, of the availability of various financial assistance programs, including the free care and discounted care program, and the catastrophic program offered by the Hospitals, in written correspondence sent to those patients. This information includes the toll-free phone number to the team of patient account representatives. k. The Hospitals have on-site patient account staff who are trained and available to assist patients with financial assistance. l. The Hospitals provide proactive financial counseling for self-pay patients who have a scheduled inpatient admission. Financial counseling includes assessment for publicly or privately funded insurance and the Hospitals' financial assistance programs. Financial assistance programs, includes the free care and discounted care programs, and the catastrophic program offered by the Hospitals, in written correspondence sent to those patients. This information includes the toll-free phone number to the team of patient account representatives.
Community Information	Schedule H, Part VI, Line 4	Northwestern Memorial's patient care, education and research programs provide broad benefit to Chicago, the region, nationally and internationally. Patient care is provided at both NMH and at NLFH, each serving surrounding regions. NMH divides its total service area into three geographic areas: the primary service area (PSA), the city of Chicago and the surrounding seven-county area. The PSA, which is defined by the 22 zip codes surrounding NMH, accounts for 39 percent of inpatient admissions. The city of Chicago in total accounts for 66 percent of inpatient admissions. The community in NMH's PSA has a large and growing population and it is important for us to continue to grow so that we can continue to provide quality healthcare services, especially those only available in an AMC environment. Between 2013 and 2018, the population in NMH's PSA is projected to increase by 3.1 percent, and the population of Chicago is projected to increase by 0.9 percent. Chicago is a diverse city, with a large African American population and growing Latino and Asian populations. Northwestern Memorial is committed to providing culturally competent care that is responsive to the needs of all our patients. NMH has worked with community health centers in some of Chicago's medically underserved areas to identify priority health concerns and jointly develop community-based health initiatives designed to address healthcare disparities among people living in the community. NLFH primarily serves Lake County. Lake County is defined by 28 zip codes and accounts for 90 percent of inpatient admissions at NLFH. Of the approximately 702,000 residents in the county , an estimated 78,000 under the age of 65 are uninsured and more than 79,000 live in poverty. Lake County's population is growing. Between 2013 and 2018, the population of Lake County is projected to increase by 1.1 percent.
Promotion of Community health	schedule H, Part VI, Line 5	Objective: As an academic medical center hospital, NMH values continual learning and innovation among its administrative as well as clinical staff. NMH seeks out and supports opportunities to share its knowledge as well as tangible resources with safety-net hospitals and not-for-profit providers of health and social services in Chicago and elsewhere. Donation of Furniture and Equipment In fiscal year 2013, Northwestern Memorial donated furniture and equipment that would have cost more than $100,000 if purchased new from a physician practice office to a local community healthcare organization. Chicago Cares In fiscal year 2013, Northwestern Memorial served as corporate sponsor for the 19th Annual Chicago Cares Serve-a-Thon. At the event, more than 700 NMH and NLFH employees and their family members donated personal time to volunteer work in general maintenance, construction and painting in public school campuses citywide. Supporting Lambs Farm More than 160 NLFH employees and their families participated in a day of service at Lambs Farm, a not-for-profit organization that provides residence, vocational services, employment and support to adults with developmental disabilities in Lake County, Illinois. The families helped with painting and landscaping services. Objective: Northwestern Memorial seeks and maintains strong relationships with local residents, business leaders and community service organizations in the area immediately surrounding the NMH medical campus. These relationships help to ensure that NMH addresses its responsibility to provide healthcare services to its campus neighbors - not only residents, but also a large number of hotels, commercial properties and businesses that serve many thousands of visitors and tourists within blocks of the medical campus every day. NMH works to be a good neighbor in the community by participating in local activities and keeping residents and businesses informed about hospital programs and new developments that have an impact on the surrounding neighborhoods. Similarly, NLFH actively participates in a broad range of initiatives that benefit local communities throughout Lake County, ranging from community programs like stroke awareness education and obesity prevention to affordable workforce housing and bike helmet safety. Northwestern Memorial actively seeks partners among the Chicago business community to join in health promotion and awareness initiatives. Members of Northwestern Memorial's leadership team serve on boards and advisory boards of local community health organizations, including but not limited to Near North, Erie, HealthReach, University HealthSystem Consortium, the Illinois Hospital Association, the Institute of Medicine of Chicago, the Metropolitan Chicago Healthcare Council, the American Orthopaedics Association and others. Members of Northwestern Memorial's senior management team also hold leadership positions or memberships with significant civic organizations such as the United Way of Metropolitan Chicago, World Business Chicago, the Business Leadership Group for Workforce Chicago 2.0, Greater North Michigan Avenue Association, Streeterville Chamber of Commerce, The Commercial Club of Chicago, the Economic Club of Chicago, the Chicagoland Chamber of Commerce, the Lake Forest/Lake Bluff Chamber of Commerce, Susan G. Komen Race for a Cure, and the American Cancer Society of Lake County. Northwestern Memorial's employees generously support a wide range of causes, including participating in blood drives and raising funds for the United Way, March of Dimes, walks to raise funds for causes such as cancer research and AIDS and NMH's Adopt-a-School program. Northwestern Memorial actively participates in planning initiatives that impact the broader community, such as transit and transportation planning in the downtown Chicago central area. NMH also participates in local neighborhood development planning to ensure that development in the south area of Streeterville, which includes the medical campus, is considerate of Streeterville residents and keeps them informed.
affilated health care system	Schedule H, part VI, Line 6	As described throughout this Form 990, the subbordinates reported in this group return are all part of Northwestern Memorial HealthCare. The community benefit plan, described earlier in Schedule H, gives details about each subbordinate's respective role in promoting the health of the communities we serve.
STATE FILING OF COMMUNITY BENEFIT REPORT	990 SCHEDULE H, PART VI	IL,

Schedule H (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Northwestern Memorial Healthcare Group

Employer identification number
36-4724966

Part I

General Information on Grants and Assistance

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

Yes No

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

Part II

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

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Northwestern University 750 N Lake Shore Drive Chicago,IL60611	36-2167817	501 c 3	181,081,779	Research support
(2) Northwestern Medical Faculty Foundation 680 N Lake Shore Drive Chicago,IL60611	36-3097297	501 c 3	6,675,548	fellowships
(3) Near North Health Services Corporation 1276 N Clybourn Chicago,IL60610	36-3197647	501 c 3	310,000	Operating support
(4) Erie Family Health Center 1701 W Superior Chicago,IL60622	36-3088628	501 c 3	275,000	Operating support
(5) YMCA of Metropolitan Chicago 824 N Hamlin Chicago,IL60651	36-2179782	501 c 3	236,537	Operating support
(6) Community Health 2611 West Chicago Avenue Chicago,IL60622	36-3831791	501 c 3	125,000	Research support
(7) Evans Scholars Foundation 1 Briar Rd Golf,IL60029	36-3538303	501 c 3	125,000	operating support
(8) Sinai Urban Health Institute California Avenue at 15th Street-Ro Chicago,IL60608	36-3166895	501 c 3	75,000	Research support
(9) Cease Fire 1603 Taylor Street Chicago,IL60612	37-6006007	501 c 3	65,000	Operating support
(10) HealthReach Incorporated 1800 Grand Avenue waukegan,IL60085	36-3816410	501 c 3	55,000	Operating support
(11) Chicago Cares 2 N Riverside PlazA STE 2200 Chicago,IL60606	36-3777709	501 c 3	25,000	Operating support
(12) American Cancer Society 250 Williams Street NW Atlanta,GA30303	13-1788491	501 c 3	13,247	Operating support
(13) American Diabetes Association 55 E Monroe St STE 3420 Chicago,IL60603	13-1623888	501 c 3	7,500	Operating support
(14) Bears Care 1000 Football Drive Lake Forest,IL60045	36-3931105	501 c 3	5,500	OPERATING SUPPORT
(15) Ann & Robert H Lurie children's Hospital of chicag 255 e Chicago ave Chicago,IL60611	36-2170833	501 c 3	5,028	OPERATING SUPPORT

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

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

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) Employees Crisis Assistance	31	44,499

Part IV

Supplemental Information.

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

Identifier	Return Reference	Explanation
Monitoring use of Grant funds	Form 990, Schedule I, Question 2	THE MAJORITY OF THE GRANTS FROM THE NORTHWESTERN MEMORIAL HEALTHCARE GROUP ARE ADMINISTERED THROUGH NORTHWESTERN MEMORIAL FOUNDATION ("NMF"). NMF MAINTAINS DETAILED RECORDS AND INTERNAL CONTROL PROCEDURES TO ENSURE GRANT RECIPIENTS ARE QUALIFIED, AWARD AMOUNTS ARE DOCUMENTED AND SELECTION CRITERIA ARE CLEAR. ONCE A GRANT HAS BEEN AWARDED, NMF INITIATES A WRITTEN AGREEMENT WITH THE GRANT RECIPIENT THAT INCORPORATES A BUDGET AND TIME PERIOD FOR SPENDING THE GRANT DOLLARS. REASONABLE DIRECT COSTS, SUPPORTED BY DIRECT BUDGET JUSTIFICATION AND RELATED TO THE PROJECT'S PURPOSE, ARE ALLOWABLE. RECIPIENTS AGREE TO ABIDE BY THE BUDGET AND ALL RELEVANT POLICIES IN EFFECT AT NORTHWESTERN MEMORIAL HEALTHCARE. GRANT EXPENDITURES ARE MONITORED FOR COMPLIANCE WITH THEIR RESPECTIVE AGREEMENTS, AT LEAST ONCE A YEAR TO ENSURE THAT BUDGETS ARE FOLLOWED AND EXPENSES ARE APPROPRIATE. AT THE END OF EACH BUDGET PERIOD, NMF REQUIRES THE GRANT RECIPIENT TO SUBMIT A WRITTEN NARRATIVE AND FINANCIAL REPORT OUTLINING PROJECT ACCOMPLISHMENTS AND HOW THE GRANT DOLLARS WERE EXPENDED. UNEXPENDED FUNDS ARE RETURNED TO NMF. GRANTS PROVIDED BY NORTHWESTERN MEMORIAL HOSPITAL AND NORTHWESTERN LAKE FOREST HOSPITAL TO OTHER QUALIFYING TAX-EXEMPT ORGANIZATIONS ARE SUPPORTED BY A GRANT AGREEMENT THAT DEFINES ANY RESTRICTIONS ASSOCIATED WITH THE GRANT AND ANY RELATED REPORTING REQUIREMENTS.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

Yes

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

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

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

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

Yes

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

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

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

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)DEAN M HARRISON NMHCDIRECTOR PRESIDENT & CEO	(i) (ii)	1,138,382	984,500	1,366,120	413,605	34,041	3,936,648	644,520
(2)STEPHEN C FALK NMFDIRECTOR VP-DEVELOPMENT & PRES	(i) (ii)	328,219	121,500	128,396	25,613	21,951	625,679	0
(3)MICHAEL A RUCHIM MD NMFDIRECTOR	(i) (ii)	545,223	75,000	52,583	23,512	25,278	721,596	0
(4)Thomas J McAfee NLFHDirector SR VP-OPERATIons & Pr	(i) (ii)	473,831	311,800	44,695	257,257	32,995	1,120,578	0
(5)Dennis M Murphy NMPGDIRECTOR Exec VP	(i) (ii)	602,669	415,700	50,514	159,815	38,208	1,266,906	0
(6)Daniel M Derman MD NMPGDirector VP-OPERATION & PRES	(i) (ii)	359,049	155,800	346,301	-38,747	42,938	865,341	169,967
(7)Jeffrey D Kopin MD NMPGDIRECTOR	(i) (ii)	373,076	125,000	22,830	7,500	25,724	554,130	0
(8)Peter A Lechman MD NMPGDIRECTOR	(i) (ii)	359,107	20,000	34,471	7,500	25,430	446,508	0
(9)Dean L Manheimer NMPGDirector SR VP-HUMAN RESOURCES	(i) (ii)	359,187	256,400	108,702	144,250	29,889	898,428	0
(10)Earl J Barnes HFIDIRECTOR	(i) (ii)	334,482	155,000	27,474	22,703	23,872	563,531	0
(11)Matthew J Flynn HFIDirector Assistant Secretary	(i) (ii)	218,951	81,200	30,772	21,678	24,218	376,819	0
(12)PETER J MCCANNA NMHCEXEC VP and COO	(i) (ii)	715,449	494,600	59,071	723,822	37,748	2,030,690	0
(13)CAROL M LIND NMHCSR VP, GEN COUNSEL & SECRETARY	(i) (ii)	409,996	306,500	41,705	239,523	33,369	1,031,093	0
(14)Douglas M Young NMHCInterim CFO and Treasurer	(i) (ii)	271,942	106,400	113,682	22,280	21,921	536,225	0
(15)JENNIFER S WOOTEN NMHCASSISTANT SECRETARY	(i) (ii)	123,198	18,376	11,240	10,182	25,111	188,107	0
(16)Francis d fraher NMHCassistant Treasurer	(i) (ii)	189,612	23,904	17,477	-4,854	27,481	253,620	0
(17)stephen L Ondra NMHCSR VP Medical Affairs	(i) (ii)	307,591	103,300	50,184	7,500	23,848	492,423	0
(18)Michelle A Janney NMHSenior VP & Chief Nurse Exec	(i) (ii)	334,065	238,000	55,758	196,411	23,784	848,018	0
(19)Michael G Ankin MD NLFHVP & CMO	(i) (ii)	300,025	108,600	36,886	24,943	11,074	481,528	0
(20)Kimberly A Nagy NLFHVP & Chief Nursing Officer	(i) (ii)	181,926	61,400	20,118	9,006	50	272,500	0
(21)Charles M WattsSR VP Medical Affairs	(i) (ii)		0	500,040	6,162	16,957	523,159	0
(22)TIMOTHY R ZOPH NMHCSR VP-Admin & CIO	(i) (ii)	416,423	287,500	365,150	167,884	38,461	1,275,418	0
(23)JULIA L CREAMER NMHCSenior VP-Quality & Planning	(i) (ii)	347,495	255,300	95,276	547,349	36,992	1,282,412	0
(24)Scott Moses MD NMPGPhysician	(i) (ii)	608,770	30,000	34,810	7,500	25,228	706,308	0
(25)Holli Salls NMHCVP PR & marketing	(i) (ii)	262,749	101,000	287,211	77,034	22,608	750,602	0
(26)Steven P Klimkowski NMHCChief Investment Officer	(i) (ii)	447,561	154,220	23,682	23,308	27,345	676,116	0
(27)Matthew Koschmann NLFHVP External Affairs Bus DIr	(i) (ii)		0	112,994	-16,626	16,913	113,281	0
(28)Jane Griffin NLFHVP Philantrophy & marketing	(i) (ii)	135,249	54,400	25,060	11,053	24,388	250,150	0
(29)Marsha Oberrieder NLFHVP HR & Professional Services	(i) (ii)	161,979	61,600	50,543	-32,453	35,548	277,217	0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
NON FIXED PAYMENTS	FORM 990 SCH J PART I QUEStion 7	The bonus and incentive compensation amounts listed in column (B)(ii) for all listed individuals were nonfixed amounts. All incentive compensation amounts are at risk and are not paid unless there is exceptional individual and organizational performance in accordance with substantial pre-approved goals.
SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN	FORM 990 SCHEDULE J PART I QUESTION 4 b	There are two different nonqualified deferred compensation plans sponsored by Northwestern Memorial Healthcare, which provide supplemental, competitive retirement benefits. The employer pays the cost of participation, and the benefits and contributions are subject to a substantial risk of forfeiture based on the completion of substantial service requirements. The amounts earned by participants fluctuate from year to year based on factors such as a change in market interest rates. Daniel derman and dean Harrison completed their substantial service requirements during the reporting period resulting in "other reportable compensation" that consists largely of amounts reported in prior form 990s. Participants in one or both of the plans who are listed on the schedule are Julia Creamer, Dean Harrison, Michelle Janney, Dean Manheimer, Thomas McAfee, Peter McCanna, Daniel Derman, Stephen Falk, Carol Lind, Dennis Murphy, Charles Watts, Douglas Young and Timothy Zoph.
Contingent Compensation	Schedule J part I lines 5a and 6a	5a Revenue: Certain listed individuals, namely Michael Ruchim, Daniel Derman, Jeffery Kopin, Peter Lechman and Scott Moses are also employed as physicians. The compensation listed in Schedule J is provided solely in connection with their employment as physicians, and is in part based on revenues associated with their personally performed services. 6a Net earnings: Certain listed individuals, namely Michael Ruchim, Peter Lechman, and Scott Moses are also employed as physicians. The compensation listed in Schedule J is provided solely in connection with their employment as physicians, and may include a bonus that is in part based on achievement of practice net earnings as a result of their personally performed professional services. Any such bonus is capped and represents no more than a modest percentage of each such physician's total compensation.
severance	Question 4 a	during fiscal 2013, Charles Watts received severance from NMHC in the amount of $ 516,997 and Matthew Koschmann received $ 129,907 from NLFH.
health club dues	schedule J, part 1, question 1	Employees of Northwestern Lake Forest Hospital are offered discounted health and fitness club dues at Lake Forest Health and Fitness Institute. The amount of the discount is treated as taxable income for each of the employees.
Group Titles and Compensation Presentation	Schedule J, part II	Northwestern Memorial HealthCare (NMHC), is the direct parent organization for Northwestern Memorial Hospital (NMH), Northwestern Memorial Foundation (NMF), and Northwestern Lake Forest Hospital (NLFH). NMHC is also the indirect parent for Northwestern Memorial Physicians Group (NMPG), and Lake Forest Health and Fitness Institute (HFI). These six corporations have combined through the election under Regulation 1.6033-2 (d) (5) to report the directors, officers, key employees and five highly compensated employees under the Group Return requirements for Form 990 for the fiscal year ended 8/31/2013. No organization in this Group Return compensates its directors for services performed as directors. Where compensation is reported for a director, the compensation is associated with another position held within the six corporations. Certain individuals hold multiple positions throughout these six corporations. In order to simplify the reporting, their names are listed only once per Form 990, Part VII and Schedule J. Each individual listed has his or her organization's initials listed next to their respective name and the box checked for their position at that corporation. Additional director or officer positions held by each individual are noted below. Thomas A Cole is the Chair and Director for NMH. John A Canning JR is the Vice-Chair and Director for NMH. Kent P Dauten is the Chair for NMF. Dean M Harrison is director, President and CEO of NMHC and nmh. and the CEO and a Director of NMF and NLFH. Gary A Noskin MD is a Director of NMH. Robert L Parkinson JR is the Chair of NLFH. Homi P Patel is a Director of NLFH. Maria C Bechily is a director of NLFH. Daniel M Derman MD is the President of NMPG. Dennis M Murphy is the Executive Vice President of NMHC, and an Executive Vice President and the Chief Operating Officer of NMH, as well as Chair of NMPG. Douglas M Young is THE INTERIM cfO AND TREASURER OF nmhc, nmh and nmf, TREASURER OF nlfh and Assistant Treasurer of NMH, NMF, and NLFH. Secretary & Assistant Treasurer of NMPG, and Treasurer of hfi. Stephen C Falk is President of NMF. Thomas a McAfee is the President of NLFH, as well as the chair, a director and the president of hfi. Peter J McCanna is the Executive vice president administrative CFO & Treasurer of NMH as well as the CFO & Treasurer of NMF, the Treasurer of NMPG & NLFH. Carol L Lind is the Senior Vice President Senior Counsel & Secretary of NMH and the Secretary of NMF and NLFH. Francis d fraher is the ASSISTANT TREASURER OF nmh, nmF AND nlfh. Jennifer S Wooten is the Assistant Secretary of NMH. Matthew J Flynn is Senior VP, CFO, & Assistant Secretary of NLFH as well as secretary of HFI. Nancy W Sassower MD is a director of NMF, and is also compensated by NMH for a non-director position. The following are Directors per the listed corporations, they are not compensated as Directors or Officers of any entities; Earl J Barnes, Jeffery D Kopin MD, Peter A Lechman MD, Nancy W Sassower MD, MICHAEL A RUCHIM MD and GARY A NOSKIN MD. The compensation disclosed for Jane Griffin and Marsha Oberrieder is not paid to them as former key employees of NLFH. The compensation is provided solely in connection with their ongoing employment as executive employees of Northwestern Lake Forest Hospital.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Northwestern Memorial Healthcare Group

Employer identification number
36-4724966

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	Illinois Finance Authority	86-1091967	45200FBZ1	12-19-2007	214,500,000	refund bonds issued 5/27/2004		X		X		X
B	Illinois Finance authority	86-1091967	45200FTB5	01-13-2009	207,360,000	REFUND BONDS ISSUED 5/27/2004		X		X		X
C	Illinois Finance Authority	86-1091967	45200FWW5	04-09-2009	470,335,841	see supplementAL INFORMATION p vi	X			X		X
D	Illinois FINANCE Authority	86-1091967	45203HPT3	02-27-2013	119,589,286	SEE SUPPLEMENTAL INFORMATION p vi		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	5,000,000		128,585,000		48,350,000		0
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		48,685,000		0
3 Total proceeds of issue . . . . . . . . . . . . . .	214,500,000		207,360,000		470,335,841		119,589,286
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	197,913,082		0		0		51,456,508
7 Issuance costs from proceeds . . . . . . . . . . . .	1,871,062		1,985,000		5,350,841		1,667,403
8 Credit enhancement from proceeds . . . . . . . . . . .	0		25,000		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	0		0		0		65,004,825
11 Other spent proceeds . . . . . . . . . . . . . .	63,312,900		205,350,000		464,985,000		1,460,550
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2011						2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X	X		X			X
15 Were the bonds issued as part of an advance refunding issue? . . . . .	X			X		X	X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .	X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X		X		X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0.00000%		0.00000%		0.00000%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0.00000%		0.00000%		0.00000%		0.00000%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0.00000%		0.00000%		0.00000%		0.00000%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	0.00000%		0.00000%		0.00000%		0.00000%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X			X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .	X		X		X		X
b Exception to rebate? . . . . . . . .	X		X		X			X
c No rebate due? . . . . . . . . . .		X		X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X			X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider . . . . . . . . .	jpmorgan & UBS		0		0
c Term of hedge . . . . . . . . . .	34.7
d Was the hedge superintegrated? . . . . . .	X
e Was a hedge terminated? . . . . . . .		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

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

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

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

Identifier	Return Reference	Explanation
Part I, Line C, COLUMN F	0	refund bonds issued on 8/3/95, 5/27/04, 12/19/07 and 1/13/09
PART I, Line D, Column F	0	healthcare facility construction and refund of CUSIP 45200FXJ3 that was issued on 4/9/09
part II line 14 column b	0	the refunded bonds were redeemed on 1/13/09
part II line 14 column c	0	the refunded bonds were redeemed on 4/9/09 and 4/20/09

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Exelon	John Canning Director	6,024,639	electric Utility		No
(2) exelon	Donald Thompson Director	6,024,639	electric utility		No
(3) exelon	Anne Pramaggiore Director	6,024,639	electric utility		No
(4) Lamajak	Carol Bernick Fmr Dir	101,979	rent		No
(5) McDonald's Corporation	Donald Thompson Director	156,174	rent		No
(6) McDonald's Corporation	Miles White Director	156,174	rent		No
(7) Northern Trust	Frederick waddell Dir	1,076,409	bank services		No
(8) Medline	Charles Mills Director	3,769,734	medical product		No
(9) CDW GOvernment inc	John Edwardson Director	4,493,563	computer services		No
(10) NMIC	See supplemental	23,128,861	risk funding services		No
(11) NHC	see supplemental	467,424	services to physicians		No
(12) baxter international	Robert parkinson FMr Dir	1,330,409	medical products		No
(13) Bannockburn Mediplex Partners	Michael ankin MD officer	119,905	rent		No
(14) Abbott laboratories	Miles white director	3,654,603	medical products		No
(15) abbott laboratories	Edward Liddy Fmr Director	292,035	medical products		No
(16) baxter international	Robert parkinson Dir	132,518	medical products		No

Part V

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

Identifier	Return Reference	Explanation
Exelon	schedule L Part IV lines 1 to 3	John a. Canning, jr, Donald Thompson and Anne Pramaggiore are directors of Northwestern memorial Hospital. John A. Canning and Donald Thompson are directors of Exelon and anne Pramaggiore is an officer of Com Ed, a subsidiary of Exelon, a public utility that provides electrical service to Northwestern memorial Hospital.
Lamajack	Schedule L Part IV line 4	Carol l. Bernick is a current director of Northwestern Memorial HealthCare and a former director of Northwestern memorial Hospital. She has an interest in a business that pays rent to Northwestern memorial Hospital.
McDonald's Corporation	Schedule L Part IV lines 5 and 6	Donald Thompson and Miles white are directors of Northwestern memorial Hospital. They are also Directors of Mcdonald's Corporation. Mcdonald's pays rent to Northwestern memorial Hospital.
Northern trust	schedule L part IV Line 7	Frederick Waddell is a Director of Northwestern memorial Hospital. He is also a director and an Officer of Northern Trust. Northern trust supplies financial services to Northwestern memorial hospital.
Medline	schedule L part IV Line 8	Charles n. Mills is a director of Northwestern Lake Forest Hospital. He is also a Director and officer of MEdline. Medline provides medical products to Northwestern LAke Forest Hospital.
CDW GOvernment	Schedule L Part IV line 10	John A. edwardson is a Director of NMH. He is also an officer of CDW. CDW supplies computer related equipment and services to NMH.
NMIC	Schedule L Part IV line 1	Northwestern memorial Insurance Company (NMIC), is a for profit risk servicing operation for the Northwestern memorial healthcare organization. Peter J. McCanna, Carol m. Lind, and Douglas m. Young are officers of NMIC. Carol M. Lind and DOuglas M. Young are also directors at NMIC. Peter J. Mccanna, Carol M.Lind, and Douglas M. Young are officers of Northwestern Memorial Hospital (NMH) and Northwestern Lake Forest Hospital (NLFH). Peter J. McCanna and Douglas M. Young are officers at Northwestern memorial Physicians Group (NMPG). NMIC provides services to NMH, NLFH and NMPG.
NHC	Schedule L Part IV line 2	gARY a. nOSKIN md is a directors at Northwestern Healthcare Corporation (NHC). He is also a director of Northwestern memorial Hospital, (NMH). NHC provides services for physicians at NMH.
bAXTER iNTERNATIONAL	schedule L part IV line 3	Robert L. parkinson JR. is a former director of Northwestern Memorial Hospital. He is also a director and officer at baxter International. Baxter provides medical products to Northwestern Memorial Hospital.
Bannockburn mediplex Partners	Schedule L part IV Line 4	Michael G. Ankin, MD is an officer of Northwestern Lake Forest Hospital. He is also an owner of Bannockburn Mediplex partners which receives rent from Northwestern Lake Forest Hospital.
Abbott laboratories	Schedule L Part IV line 5	Miles White is on the Board of Directors of Abbott and Northwestern Memorial Hospital. Abbott furnishes medical products to Northwestern memorial Hospital.
Abbott Laboratories	schedule L part IV line 6	Edward M. Liddy is a former director at Northwestern Lake forest Hospital. He is also on the Board at abbott laboratories. abbott supplies medical products to NLFH.
Baxter International	Schedule L part iv Line 7	Robert L parkinson is the chairman and director at Northwestern lake Forest Hospital. He is also a director and officer at Baxter International. Baxter provides medical products to NLFH.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	57	985,336	market quote
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .	X	4	8	estimated value
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( tickets )	X	1	287	face value
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

Yes

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Gift acceptance Policy	Form 990 schedule M Line 31	Members of the Northwestern Memorial HealthCare Group have a gift acceptance policy that requires the review of gifts of real or personal property and other non-standard contributions. All gifts must be fully consistent with the mission and objectives of Northwestern Memorial HealthCare. All gifts of personal property valued at $5,000 or more, real estate, life insurance, other assets, non-publicly traded securities, other income producing assets, contingent bequests and other non-standard contributions require approval by Northwestern Memorial HealthCare Group's Member Executive Committee prior to acceptance.
Use of Third parties	Form 990 Schedule M Question 32 b	Members of the Northwestern Memorial HealthCare Group do not use third parties to solicit or process noncash contributions. However third parties are used to sell contributions of real or personal property.

Schedule M (Form 990) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Identifier	Return Reference	Explanation
NMHC Departmental Transfers	Form 990, Part III, Question 3	NMHC centralized its cash and investments in the parent operation. Reasons supporting the transfers were a. align the financial reporting for investments with the governance structure. b. maintain individual entities' focus on their core functions. Participant entities earn a constant rate of return removing short-term market volatility in their financial statements. c. simplify investment reporting and tracking. d. Support centralizeation of capital allocation decisions. e. Maximize credit strength. f. This change is in line with recent AICPA guidance for financial reporting of cash and investment pooling
Other Program Services	Form 990, Part III, Line 4d	Revenue in other program services includes non-patient related medical services, Lake Forest Health and Fitness Institute revenue, income associated with services provided to Northwestern Memorial HealthCare which is the parent of this group, and other. Some of the expenses associated with these revenues are included in Form 990 Part III lines 4a - 4c.
BUSINESS RELATIONSHIPS	FORM 990, Part VI, SECTION A, QUEStion 2	Group/NMF Terry Savage and Dennis S. Chookaszian are directors at Northwestern Memorial Foundation. They are also directors of the Chicago Mercantile Exchange. Judy Greffin and Andrea Redmond are directors at Northwestern Memorial Foundation. Judy Greffin is an officer and Andrea Redmond is a board member of allstate corporation. Michael a. Ruchim MD, M. Christine stock md and nancy sassower MD are Directors at Northwestern memorial Foundation. They are also directors at Northwestern Healthcare corporation. Nancy W. sassower MD is also an officer of Northwestern healthcare corporation. GROUP/NMH Donald Thompson and Miles white are Directors at Northwestern memorial Hospital. Mr. Thompson is an officer and a Board member and MR. white is also a director at McDonald's Corporation. Donald Thompson, John A. Canning Jr. and Anne Pramaggiore are Directors at Northwestern memorial Hospital. mr. Thompson and mr. Canning are also directors at Exelon corporation and Ms. Pramaggiore is an officer of commonwealth Edison, a subsidiary of exelon corporation. Anne Pramaggiore, Gregory Q. brown and Frederick H. waddell are directors at Northwestern memorial Hospital. They are also directors of the federal reserve bank of chicago. Anne Pramaggiore and Gregory Q. brown are directors at Northwestern memorial hospital. They are also directors at motorola solutions. John A. Canning Jr. and Timothy P. sullivan are directors at Northwestern memorial hospital. Timothy is the managing director and John A. Canning Jr. is the chairman of Madison dearborn partners. Both John and Timothy are also Directors at sage products. Peter J. McCanna, Douglas M. Young and Carol M. Lind are officers of Northwestern Memorial HealthCare, Northwestern memorial Hospital, Northwestern memorial Foundation, and Northwestern Lake Forest Hospital. Douglas M. Young and Peter J. mcCanna are also officers at Northwestern memorial Physicians group. Peter J. mcCanna is an officer of Northwestern Memorial Insurance Company. Douglas M. Young and Carol M. lind are directors and officers of Northwestern Memorial Insurance Company. GROUP/NMPG Jeffery D. Kopin MD and Daniel M. Derman MD. are Directors of Northwestern memorial Physicians Group. Daniel M. derman MD is also an officer of Northwestern memorial Physicians group. Both of these individuals are also partners in an LLC.
members	Form 990, pART vi, SECTION a, question 6	nORTHWESTERN MEMORIAL hOSPITAL, nORTHWESTERN MEMORIAL FOUNDATION AND nORTHWESTERN lAKE FOREST hOSPITAL EACH HAVE ONE MEMBER, nORTHWESTERN MEMORiAL hEALTHCArE, fein 36-3152959. lAKE FOREST hEALTH AND fITNESS INSTITUTE HAS ONE MEMBER, nORTHWESTERN lAKE FOREST hOSPITAL. nORTHWESTERN MEMORIAL PHYSICIANS GROUP HAS ONE MEMBER nORTHWESTERN MEMORIAL HOSPITAL.
eLECTING MEMBERS OF GOVERNING BODY	fORM 990, pART vI, sECTION a, question 7A	Each member of the group has similar by laws regarding how individual directors of their governing board of directors are determined. In the case of NMH, NMF and NLFH, certain officer positions are automatically also board of director positions. For NMH, these are the president and chief executive officer of Northwestern Memorial HealthCare (NMHC), the chairs of the standing committees of the board of directors of Northwestern Memorial Hospital, the chief of staff of the Northwestern Memorial Hospital medical staff, the dean of Northwestern University's Feinberg School of Medicine (FSM),the president of the corporation; and (b) two individuals who are chairs of FSM clinical departments or who are physicians, members of the faculty of FSM, and who hold a leadership position in FSM, the member, or an Affiliate of the member. For NLFH, these are the president and chief executive officer of NMHC, the president of the NLFH medical staff, and the president of the corporation. For NMF, these are the president of the corporation, the president and chief executive officer of NMHC, the president and chief executive officer of Northwestern Memorial Hospital, the president of the Woman's Board of Northwestern Memorial Hospital, the vice chief of the Northwestern Memorial Hospital medical staff, and the chairs of the board's standing committees. All other directors shall be nominated by the executive committee of their member, NMHC, and submitted to the board of directors of that member in accordance with the corporate bylaws of NMHC. For NMPG, the president of the corporation, shall serve, ex officio, as a member of the board of directors. All other directors shall be identified by the board of directors of the member in accordance with the corporate bylaws of Northwestern Memorial Hospital. For Lake Forest health & Fitness Institute, the president of the corporation shall serve, ex officio, as a member of the board of directors. All other directors shall be identified by the board of directors of the member in accordance with the corporate bylaws of Northwestern Lake Forest Hospital.
governance decisions	Form 990, Part VI, section A, question 7b	Reserved powers exist in the member of each affiliate included in this Group, which ultimately is NMHC. The method of exercising such powers can occur through a number of processes, all of which must be supported by resolutions communicated to the affiliate.
REVIEW FORM 990	FORM 990, PART VI, SECTION A, QUESTION 11	The Form 990 (Form) was GENERATED internally by the finance department with support from various departments within the organization. Various sections of the Form were reviewed by senior management of Northwestern Memorial HealthCare (NMHC), as the parent organization, and various committees. As examples, the Chief Integrity Executive reviewed disclosures for related party transactions, the Tax and Regulatory Review Committee reviewed the community benefit report that describes the exempt purpose achievements, and lobbying expenditures were reviewed by the VP External Affairs and communications. The Executive Compensation Subcommittee of the Board of Directors of NMHC was provided the compensation disclosures. The organization then worked with a national, independent public accounting firm as the paid preparer of the Form 990 filing. The final Form was reviewed by members of the Finance department prior to review by the NMHC Vice President, Finance and Interim Chief Financial Officer. Prior to filing, the completed Form 990 was provided to the Board of Directors through a secure website.
Conflict of Interest	Form 990, Part VI, Section B, Question 12 c	Northwestern Memorial HealthCare (NMHC) maintains both a Conflict of Interest Policy and an Intermediate Sanctions Policy. These policies have been approved by its Board of Directors and apply to all entities, directors, officers, employees and transactions which take place within the NMHC system. The policies were written to assist board members and management with the identification of those transactions that warrant attention and consideration to ensure proper adherence to the tax laws impacting tax-exempt organizations. The conflict of interest policy requires completion of an annual certification which affirms that such person has received, read and understands the conflict of interest policy, has agreed to comply, has disclosed any matters required to be disclosed under the policy, and agrees to report any changes promptly to the Chief Integrity Executive. Once the annual certifications are complete, the Chief Integrity Executive reviews the disclosures for compliance with the policy.
COMPENSATION POLICY	Form 990, Part VI, Section B, Question 15 a and b	AS A MEMBER OF THE NORTHWESTERN MEMORIAL HEALTHCARE ORGANIZATION, NMHC IS INCLUDED IN THE OVERALL Board-led executive compensation review and approval process. THE PROCESS FOR DETERMINING EXECUTIVE COMPENSATION AT NORTHWESTERN MEMORIAL COMPLIES WITH IRS GUIDELINES FOR TAX-EXEMPT ORGANIZATIONS; IS DETERMINED BY A SEPARATE SUBCOMMITTEE OF THE BOARD OF DIRECTORS WHOSE MEMBERS ARE ALL INDEPENDENT AND NON-PAID; AND IS ANNUALLY EVALUATED IN THE CONTEXT OF COMPENSATION DATA GATHERED BY EXTERNAL CONSULTANTS FROM A PEER GROUP COMPRISED OF similarly situated healthcare organizations. IN ADDITION, a significant portion of compensation is at risk and is payable only upon achievement of substantial goals. THE BOARD PLACES A HIGH PRIORITY ON ITS ABILITY TO RECRUIT AND RETAIN A STRONG LEADERSHIP TEAM TO ENSURE WE SERVE OUR MISSION AND ACHIEVE OUR GOALS. THE OFFICERS OF NORTHWESTERN MEMORIAL HEALTHCARE ALSO FULFILL OFFICER AND EXECUTIVE FUNCTIONS FOR NMHC'S SUBSIDIARIES.
Governing Documents Disclosure	Form 990, Part VI, Section C, Question 19	THE CORPORATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE CONSOLIDATED FINANCIAL STATEMENTS OF NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES ARE AVAILABLE on the websites for Northwestern memorial Hospital and Northwestern Lake Forest Hospital. The financial statements are also available FROM THE ILLINOIS ATTORNEY GENERAL'S OFFICE AS PART OF ITS ANNUAL COMMUNITY BENEFITS REPORT and through the ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM OF THE MUNICIPAL SECURITIES RULEMAKING BOARD.
Group Titles & Compensation Presentation	Form 990, Part VII, section A, line 1A	Northwestern Memorial HealthCare (NMHC), is the direct parent organization for Northwestern Memorial Hospital (NMH), Northwestern Memorial Foundation (NMF), and Northwestern Lake Forest Hospital (NLFH). NMHC is also the indirect parent for Northwestern Memorial Physicians Group (NMPG), and Lake Forest Health and Fitness Institute (HFI). These six corporations have combined through the election under Regulation 1.6033-2 (d) (5) to report the directors, officers, key employees and five highly compensated employees under the Group Return requirements for Form 990 for the fiscal year ended 8/31/2013. No organization in this Group Return compensates its directors for services performed as directors. Where compensation is reported for a director, the compensation is associated with another position held within the six corporations. Certain individuals hold multiple positions throughout these six corporations. In order to simplify the reporting, their names are listed only once per Form 990, Part VII and Schedule J. Each individual listed has his or her organization's initials listed next to their respective name and the box checked for their position at that corporation. Additional director or officer positions held by each individual are noted below. Thomas A Cole is the Chair and Director for NMH. John A Canning JR is the Vice-Chair and Director for NMH. Kent P Dauten is the Chair for NMF. Dean M Harrison is director, President and CEO of NMHC and nmh. and the CEO and a Director of NMF and NLFH. Gary A Noskin MD is a Director of NMH. Robert L Parkinson JR is the Chair of NLFH. Homi P Patel is a Director of NLFH. Maria C Bechily is a director of NLFH. Daniel M Derman MD is the President of NMPG. Dennis M Murphy is the Executive Vice President of NMHC, and an Executive Vice President and the Chief Operating Officer of NMH, as well as Chair of NMPG. Douglas M Young is THE INTERIM cfO AND TREASURER OF nmhc, nmh and nmf, TREASURER OF nlfh and Assistant Treasurer of NMH, NMF, and NLFH. Secretary & Assistant Treasurer of NMPG, and Treasurer of hfi. Stephen C Falk is President of NMF. Thomas a McAfee is the President of NLFH, as well as the chair, a director and the president of hfi. Peter J McCanna is the Executive vice president administrative CFO & Treasurer of NMH as well as the CFO & Treasurer of NMF, the Treasurer of NMPG & NLFH. Carol L Lind is the Senior Vice President Senior Counsel & Secretary of NMH and the Secretary of NMF and NLFH. Francis d fraher is the ASSISTANT TREASURER OF nmh, nmF AND nlfh. Jennifer S Wooten is the Assistant Secretary of NMH. Matthew J Flynn is Senior VP, CFO, & Assistant Secretary of NLFH as well as secretary of HFI. Nancy W Sassower MD is a director of NMF, and is also compensated by NMH for a non-director position. The following are Directors per the listed corporations, they are not compensated as Directors or Officers of any entities; Earl J Barnes, Jeffery D Kopin MD, Peter A Lechman MD, Nancy W Sassower MD, MICHAEL A RUCHIM MD and GARY A NOSKIN MD.
HOURS WORKED RELATED COMPANIES	Form 990, Part VII, section A, QUESTION 1B	JULIA L CREAMER, DANIEL M DERMAN MD, STEPHEN c FALK, DEAN M HARRISON, MICHELLE A JANNEY, CAROL M LIND, DEAN L MANHEIMER, THOMAS J MCAFEE, PETER J MCCANNA, DENNIS M MURPHY, CHARLES M WATTS MD, DOUGLAS M YOUNG, Stephen l ondra, earl j barnes, jennifer s wooten, AND TIMOTHY R ZOPH, ARE ALL EMPLOYEES OF NMHC. THEY GENERALLY WORK MORE THAN 40 HOURS A WEEK AND PERFORM SERVICES FOR VARIOUS NMHC SUBSIDIARIES
Reconciliation of Net Assets	Form 990, Part XI, Line 9	Post Retirement Benefit Changes 69,774,975 Other (27,800) Change in Beneficial interests 1,716,567 Change in interest rate swaps 60,756,670 total 132,276,012

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Northwestern Memorial Healthcare Group

Employer identification number

36-4724966

Part I

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

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

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) NORTHWESTERN MEMORIAL HOSPITAL 251 E HURON 541 FAIRBANKS CHICAGO,IL60611 37-0960170	HOSPITAL	IL	501(c)3	3	nmhc	Yes
(2) NORTHWESTERN MEMORIAL FOUNDATION 215 E HURON 541 FAIRBANKS CHICAGO,IL60611 36-3155315	FUNDRAISING	IL	501(c)3	7	nmhc	Yes
(3) NORTHWESTERN MEMORIAL PHYSICIANS GROUP 251 E HURON 541 FAIRBANKS CHICAGO,IL60611 36-4030256	HEALTHCARE	IL	501(c)3	3	NMH	Yes
(4) NORTHWESTERN LAKE FOREST HOSPITAL 660 N WESTMORELAND ROAD LAKE FOREST,IL60045 36-2179779	Hospital	IL	501(c)3	3	nmhc	Yes
(5) Lake Forest Health & Fitness Inst 1200 N WESTMORELAND Lake FOREST,IL60045 36-3835030	Health	IL	501(c)3	9	NLFH	Yes
(6) northwestern memorial healthcare 251 e huron chicago,IL60611 36-3152959	management	IL	501(c)3	11-III-FI	nA		No
(7) Service League of NMH 240 E ontario ste 300 chicago,IL60611 23-7291156	supporting	IL	501(c)3	11-III-FI	NA		No
(8) friends of prentice 251 e huron ste 3-200 chciago,IL60611 36-3930139	supporting	IL	501(c)3	11-III-0	NA		No
(9) mcgaw medical center Northwestern Univ 645 n michigan chicago,IL60611 36-2656113	supporting	IL	501(c)3	11-I	na		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

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

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

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) NORTHWESTERN HEALTHCARE CORPORATION 541 FAIRBANKS SUITE 1630 CHICAGO,IL606113309 36-3382383	SErvices	IL	NMH	C Corp	1,094,192	964,429	100.000 %	Yes
(2) NORTHWESTERN MEMORIAL INSURANCE COMPANY GRAND PAVILLION CTR GRAND CAYMAN ISLAPO BOX 1085 CJ 98-0384611	risk funding	CJ	NMH	C CORP	10,786,740	607,218,365	100.000 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

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

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

Yes

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

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

Yes

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

Yes

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

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

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

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

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

Yes

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

Yes

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

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

Yes

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

Yes

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

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

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

Yes

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

Yes

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

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

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

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Northwestern memorial healthcare	line	1,458,821	cost
(2) Northwestern healthcare Corporation	Line	76,704	cost
(3) Northwestern memorial healthcare	line	8,138,455	cost
(4) Northwestern memorial healthcare	Line	1,031,282	cost
(5) Northwestern memorial insurance Corporation	Line	21,314,414	cost
(6) Northwestern memorial insurance Corporation	Line	4,324,019	cost
(7) Northwestern memorial insurance Corporation	Line	4,298,986	cost
(8) Northwestern memorial healthcare	Line	1,684,583,604	cost
(9) Northwestern memorial healthcare	Line	14,084,452	cost
(10) Northwestern memorial healthcare	Line	607,753,911	cost
(11) Northwestern memorial healthcare	line	173,716,504	cost
(12) Northwestern memorial healthcare	line	603,254	cost
(13) Northwestern memorial healthcare	line	62,113,700	cost
(14) Northwestern memorial healthcare	line	6,714,895	cost
(15) Northwestern memorial healthcare	line	324,204	cost
(16) Northwestern memorial healthcare	line	1,011,525	cost
(17) Northwestern memorial healthcare	line	73,906	cost
(18) Northwestern memorial healthcare	line	175,342	cost
(19) Northwestern memorial healthcare	line	139,158,306	cost
(20) Northwestern memorial healthcare	line	19,295,158	cost
(21) Northwestern memorial healthcare	line	4,277,846	cost
(22) Northwestern memorial healthcare	line	1,300,092	cost
(23) Northwestern healthcare Corporation	line	467,424	cost
(24) Northwestern healthcare Corporation	line	63,204	cost
(25) Northwestern memorial healthcare	Line	75,999,733	cost
(26) Northwestern memorial healthcare	line	28,511,940	cost
(27) Northwestern memorial healthcare	line	7,278,372	cost

Schedule R (Form 990) 2012

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

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

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: The primary mission of the Northwestern memorial Healthcare affiliates included in this group Return is to support the activities of Northwestern memorial Hospital & Northwestern Lake Forest Hospital
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	130
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	101
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	9,641
6	Total number of volunteers (estimate if necessary) .............	6	1,127
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	11,929,751
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-19,235

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	60,190,556	49,719,334
9	Program service revenue (Part VIII, line 2g) .........	1,622,330,021	1,630,631,836
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	122,745,545	114,047,936
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	79,970,739	83,463,550
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,885,236,861	1,877,862,656
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	106,771,351	189,147,418
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)	661,782,497	632,968,080
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	110,021	0
b	Total fundraising expenses (Part IX, column (D), line 25) 3,793,336
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	990,895,875	1,006,715,601
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,759,559,744	1,828,831,099
19	Revenue less expenses. Subtract line 18 from line 12.......	125,677,117	49,031,557
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	4,493,292,214	4,952,272,240
21	Total liabilities (Part X, line 26).............	1,950,941,821	2,228,633,467
22	Net assets or fund balances. Subtract line 21 from line 20.....	2,542,350,393	2,723,638,773

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 1,228,306,745 including grants of $ 184,801,268 ) (Revenue $ 1,333,016,702 )
	For 149 years, NMH and its predecessor institutions, Passavant Memorial and Wesley Memorial hospitals, have served the people of Chicago. The commitment to provide healthcare, regardless of the ability to pay, reaches back to the founding principles of Passavant and Wesley and continues to be integral to our Patients First mission. Importantly, it provides the foundation for our mission-driven commitment to improve the health of the communities we serve. This commitment is advanced by focusing on enhancing patient access, safety and quality through hospital-based care and services and partnerships with community health centers that date back more than 50 years. As the primary teaching hospital for Northwestern University Feinberg School of Medicine (Feinberg), the more than 1,700 physicians on the medical staff at NMH carry faculty appointments at Feinberg and represent virtually every medical specialty. Northwestern Memorial and Feinberg share a vision to transform medical care through clinical innovation, breakthrough research and academic excellence to make a positive difference in people's lives and the health of our communities. NMH is among only six percent of the nation's hospitals designated as an AMC hospital, which according to the Association of American Medical Colleges, in aggregate deliver a vastly disproportionate share of the nation's trauma, intensive care and tertiary services; provide 28 percent of all Medicaid care; and underwrite 41 percent of all hospital-based charity care. As the only acute care hospital located in Chicago's growing downtown area, more than 46,000 adult patients were admitted to NMH as inpatients in fiscal year 2013. As the only adult Emergency Department (ED) in downtown Chicago with 24/7 service, NMH had more than 84,900 ED visits in fiscal year 2013, a number that continues to see annual increases. NMH is also the only AMC hospital in Chicago participating in both city and state Level I trauma networks and as a Level III neonatal intensive care unit, allowing us to provide lifesaving care and treatment to the most seriously injured adults and premature and sick infants. Through Northwestern Memorial Physicians Group (NMPG), NMHC's primary care medical group subsidiary, Northwestern Memorial has increased access to high quality primary care in Chicago and in Lake County. In the past several years, NMPG has expanded its evening and weekend hours at many sites, added new primary care locations in seven communities and opened five comprehensive immediate care sites, responding to the changing needs of our community for convenient access to primary and urgent care. In addition to meeting the needs of the patients and communities in our primary service area, NMH also serves an important role for patients outside of Chicago. As a nationally ranked AMC hospital and a major referral center in the Midwest and beyond, NMH is one of a limited number of places in the region where patients requiring advanced tertiary, quaternary or specialty services can access the care and services they need.

4b	(Code: ) (Expenses $ 193,076,896 including grants of $ 7,700 ) (Revenue $ 216,535,597 )
	Northwestern Memorial provides access to specialty medical care, clinical trials and a host of other healthcare services for patients in Lake County and surrounding regions through NLFH. From its founding 115 years ago as the Alice Home on the campus of Lake Forest College, NLFH has upheld the promise to provide Lake County residents with convenient access to quality care supported by advanced diagnostics and technology. NLFH has continually expanded its healthcare services to respond to the growing needs of the community. NLFH shares Northwestern Memorial's commitment to provide care for those unable to pay, consistently providing the highest percentage of charity care as a percent of patient revenue among Lake County hospitals. NLFH's board-certified emergency physicians and trauma-trained nurses serve and support the Region 10 Emergency Medical System, providing trauma and emergency care to patients through the Level II Trauma Center at NLFH and emergency services at the Northwestern Grayslake Emergency Center.

4c	(Code: ) (Expenses $ 73,663,064 including grants of $ ) (Revenue $ 73,431,119 )
	Northwestern Memorial Physicians Group (NMPG) is a multi-site practice of primary care physicians who are on the medical staff at Northwestern Memorial Hospital and faculty members of Northwestern University's Feinberg School of Medicine. NMPG brings the exceptional quality of Northwestern Memorial Hospital to convenient locations throughout Chicago, Northern cook and Lake Counties.

	(Code: ) (Expenses $ 5,248,447 including grants of $ ) (Revenue $ 7,648,418 )
	hEALTH AND fITNESS member programs

	(Code: ) (Expenses $ 4,338,450 including grants of $ 4,338,450 ) (Revenue $ )
	NM Foundation activity

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 4,699,302 )
	Non patient medical

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 10,753,270 )
	professional service fees

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 10,279,079 )
	service fees to subordinates

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 6,652,081 )
	parking

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 2,845,074 )
	nursing

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 4,228,627 )
	miscellaneous

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 1,509,698 )
	home infusion

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 808,421 )
	education

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ 223,651 )
	joint venture

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 9,586,897 including grants of $ 4,338,450 ) (Revenue $ 49,647,621 )
4e	Total program service expenses1,504,633,602

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) CAROL L BERNICK NMHC........................................................................ CHAIR/DIRECTOR	5.0 .......................	X	X	0	0	0
(2) THOMAS A COLE NMHC........................................................................ CHAIR/DIRECTOR	5.0 .......................	X	X	0		0
(3) JOHN A CANNING JR NMHC........................................................................ VICE CHAIR/DIRECTOR	5.0 .......................	X	X	0		0
(4) WILLIAM A OSBORN NMHC........................................................................ VICE CHAIR/DIRECTOR	5.0 .......................	X	X	0		0
(5) NICHOLAS D CHABRAJA NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(6) PETER D CRIST NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(7) Kent P Dauten NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(8) JOHN H DICK NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(9) DEAN M HARRISON NMHC........................................................................ DIRECTOR PRESIDENT & CEO	40.0 .......................	X	X	3,489,002		447,646
(10) W JAMES MCNERNEY JR NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(11) GARY A NOSKIN MD NMHC........................................................................ DIRECTOR	40.0 .......................	X		96,558		0
(12) ROBERT L PARKINSON JR NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(13) HOMI B PATEL NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(14) PHILIP J PURCELL III NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(15) J CHRISTOPHER REYES NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(16) LARRY D RICHMAN NMHC........................................................................ DIRECTOR	5.0 .......................	X		0		0
(17) Nancy W Sassower MD NMHC........................................................................ DIRECTOR	40.0 .......................	X		77,225		-5

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Samuel C SCOTT III NMHC........................................................................ DIRECTOR	5.0 .......................	X				0	0
(19) GLENN F TILTON NMHC........................................................................ DIRECTOR	5.0 .......................	X				0	0
(20) FORREST R WHITTAKER NMHC........................................................................ DIRECTOR	5.0 .......................	X				0	0
(21) William J Brodsky NMH........................................................................ CHAIR/DIRECTOR	5.0 .......................	X	X			0	0
(22) Gregory Q Brown NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(23) Joseph F Damico Jr NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(24) John A Edwardson NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(25) Sharon Gist Gilliam NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(26) Ilene S Gordon NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(27) Eric G Neilson MD NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(28) William D Perez NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(29) Anna Pramaggiore NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(30) Timothy P Sullivan NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(31) Donald Thompson NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(32) Frederick H Waddell NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(33) Miles D White NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(34) Abra Prentice Wilkin NMH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(35) Maria C Bechily NMF........................................................................ VICE CHAIR/DIRECTOR	5.0 .......................	X				0	0
(36) Ellen S Alberding NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(37) THOMAS L BERNARDIN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(38) NEIL G BLUHM NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(39) Sharon M Brady NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(40) CHARLES M BRENNAN III NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(41) DENNIS H CHOOKASZIAN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(42) Sean Connolly NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(43) william M Daley NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(44) Anthony B Davis NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(45) Laura Davis NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(46) Michael F DeSantiago NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(47) Shawn M Donnelley NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(48) STEPHEN C FALK NMF........................................................................ DIRECTOR VP-DEVELOPMENT & PRES	40.0 .......................	X	X			578,115	47,564
(49) MICHAEL W FERRO NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(50) ALBERT M FRIEDMAN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(51) C GARY GERST NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(52) Torsten Gessner NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(53) LISA M GILES NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(54) William Goldberg NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(55) JAMES A GORDON NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(56) Judy Greffin NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(57) SANDRA L HELTON NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(58) ROBERTO R HERENCIA NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(59) BRUCE A HEYMAN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(60) WILLIAM M HUNTER NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(61) PETER S HURST BDS NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(62) RICK H KASH NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(63) Robert J Kelsey MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(64) JOHN A KESSLER MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(65) WILLIAM C KUNKLER III NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(66) LAWRENCE F LEVY NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(67) Stephanie Lieber NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(68) WILLIAM T LYNCH JR NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(69) JOSEPH D MANSUETO NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(70) TRINA GORDON MCCALLISTER NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(71) RICHARD MELMAN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(72) JOANNE C MILLER NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(73) Mimi Olson NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(74) M K PRITZKER NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(75) ANDREA REDMOND NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(76) VICTORIA J REICH NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(77) LINDA JOHNSON RICE NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(78) MARY BETH RICHMOND MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(79) MICHAEL A RUCHIM MD NMF........................................................................ DIRECTOR	40.0 .......................	X				672,806	48,790
(80) Desiree Rogers NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(81) MANUEL SANCHEZ NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(82) TERRY SAVAGE NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(83) MARC S SCHULMAN NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(84) RICHARD J L SENIOR NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(85) SCOTT C SMITH NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(86) NATHANIEL SOPER MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(87) M CHRISTINE STOCK MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(88) ROBERT J STUCKER NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(89) Katie Surkamer NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(90) SHEILA G TALTON NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(91) Jason Tyler NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(92) DOUGLAS E VAUGHAN MD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(93) WILLIAM A VON HOENE JR NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(94) REEVE B WAUD NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(95) ARTHUR M WOOD JR NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(96) Corine J Wood NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(97) Andrea Zopp NMF........................................................................ DIRECTOR	5.0 .......................	X				0	0
(98) Todd Altounian NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(99) Kermit L crawford NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(100) William G Daluga NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(101) Anthony Kesman NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(102) Richard L Lenny NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(103) Thomas J McAfee NLFH........................................................................ Director SR VP-OPERATIons & Pr	40.0 .......................	X	X			830,326	290,252
(104) PATRICK M MCCARTHY MD NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(105) Charlie N Mills NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(106) LEE M MITCHELL NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(107) LORNA S PFAELZER NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(108) Debbie S Saran NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(109) Kim R Sobinsky MD NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(110) Lewis A Steverson NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(111) Alexander D Stuart NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(112) EDWARD J WEHMER NLFH........................................................................ DIRECTOR	5.0 .......................	X				0	0
(113) Dennis M Murphy NMPG........................................................................ DIRECTOR Exec VP	40.0 .......................	X	X			1,068,883	198,023
(114) Daniel M Derman MD NMPG........................................................................ Director VP-OPERATION & PRES	40.0 .......................	X	X			861,150	4,191
(115) Jeffrey D Kopin MD NMPG........................................................................ DIRECTOR	40.0 .......................	X				520,906	33,224
(116) Peter A Lechman MD NMPG........................................................................ DIRECTOR	40.0 .......................	X				413,578	32,930
(117) Dean L Manheimer NMPG........................................................................ Director SR VP-HUMAN RESOURCES	40.0 .......................	X	X			724,289	174,139
(118) Earl J Barnes HFI........................................................................ DIRECTOR	40.0 .......................	X	X			516,956	46,575
(119) Matthew J Flynn HFI........................................................................ Director Assistant Secretary	40.0 .......................	X	X			330,923	45,896
(120) PETER J MCCANNA NMHC........................................................................ EXEC VP and COO	40.0 .......................		X			1,269,120	761,570
(121) CAROL M LIND NMHC........................................................................ SR VP, GEN COUNSEL & SECRETARY	40.0 .......................		X			758,201	272,892
(122) Douglas M Young NMHC........................................................................ Interim CFO and Treasurer	40.0 .......................		X			492,024	44,201
(123) JENNIFER S WOOTEN NMHC........................................................................ ASSISTANT SECRETARY	40.0 .......................		X			152,814	35,293
(124) Francis d fraher NMHC........................................................................ assistant Treasurer	40.0 .......................		X			230,993	22,627
(125) stephen L Ondra NMHC........................................................................ SR VP Medical Affairs	40.0 .......................		X			461,075	31,348
(126) Michelle A Janney NMH........................................................................ Senior VP & Chief Nurse Exec	40.0 .......................		X			627,823	220,195
(127) Michael G Ankin MD NLFH........................................................................ VP & CMO	40.0 .......................		X			445,511	36,017
(128) Kimberly A Nagy NLFH........................................................................ VP & Chief Nursing Officer	40.0 .......................		X			263,444	9,056
(129) TIMOTHY R ZOPH NMHC........................................................................ SR VP-Admin & CIO	40.0 .......................			X		1,069,073	206,345
(130) JULIA L CREAMER NMHC........................................................................ Senior VP-Quality & Planning	40.0 .......................			X		698,071	584,341
(131) Scott Moses MD NMPG........................................................................ Physician	40.0 .......................			X		673,580	32,728
(132) Holli Salls NMHC........................................................................ VP PR & marketing	40.0 .......................			X		650,960	99,642
(133) Steven P Klimkowski NMHC........................................................................ Chief Investment Officer	40.0 .......................			X		625,463	50,653
(134) Charles M Watts........................................................................ SR VP Medical Affairs	40.0 .......................				X	500,040	23,119
(135) Matthew Koschmann NLFH........................................................................ VP External Affairs Bus DIr	40.0 .......................				X	112,994	287
(136) Jane Griffin NLFH........................................................................ VP Philantrophy & marketing	40.0 .......................				X	214,709	35,441
(137) Marsha Oberrieder NLFH........................................................................ VP HR & Professional Services	40.0 .......................				X	274,122	3,095

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	19,700,734	0	3,838,075

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		362,200
d	Related organizations...1d
e	Government grants (contributions)1e		9,125,171

f	All other contributions, gifts, grants, and similar amounts not included above1f		40,231,963

g	Noncash contributions included in lines 1a-1f:$		985,631
h	Total. Add lines 1a-1f.......			49,719,334
			Business Code
2a	NMH PATIENT SERVICES AND OTHER REVENUE		561000	1,333,016,702	1,333,016,702
b	NLFH PATIENT SERVICES AND OTHER REVENUE		621500	216,535,597	211,804,209	4,731,388
c	NMPG PATIENT SERVICES AND OTHER REVENUE		561000	73,431,119	73,431,119
d	HFI REVENUE		561000	7,648,418	7,641,935	6,483
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,630,631,836
3	Investment income (including dividends, interest, and other similar amounts).......			114,047,936			114,047,936
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	34,421,870
b	Less: rental expenses
c	Rental income or (loss)	34,421,870	0
d	Net rental income or (loss).......			34,421,870			34,421,870
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
8a	Gross income from fundraising events (not including $ 362,200 of contributions reported on line 1c). See Part IV, line 18 ..
	a		198,440
b	Less: direct expenses ...b		351,393
c	Net income or (loss) from fundraising events..			-152,953			-152,953
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a		7,119,346
b	Less: cost of goods sold ..b		7,115,796
c	Net income or (loss) from sales of inventory..			3,550			3,550
Miscellaneous Revenue			Business Code
11a	NON PATIENT MEDICAL SERVICES		561000	11,411,470	4,699,302	6,712,168
b	PROFESSIONAL SERVICE FEES		561000	10,753,270	10,753,270
c	PROFESSIONAL SERVICES TO AFFILIATES		561000	10,279,079	10,279,079
d	All other revenue ....			16,747,264	16,267,552	479,712
e	Total. Add lines 11a–11d ......			49,191,083
12	Total revenue. See Instructions......			1,877,862,656	1,667,893,168	11,929,751	148,320,403


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			0	1	0
2	Savings and temporary cash investments .........			137,446,129	2	195,195,076
3	Pledges and grants receivable, net ...........			43,794,943	3	49,755,746
4	Accounts receivable, net .............			279,774,948	4	245,661,965
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			31,528,365	8	33,872,993
9	Prepaid expenses and deferred charges ..........			51,373,390	9	129,914,002
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,466,075,028
b	Less: accumulated depreciation .....	10b	1,103,958,917	1,326,318,673	10c	1,362,116,111
11	Investments—publicly traded securities ..........			1,099,721,709	11	0
12	Investments—other securities. See Part IV, line 11 .....			1,212,047,352	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			311,286,705	15	2,935,756,347
16	Total assets. Add lines 1 through 15 (must equal line 34)......			4,493,292,214	16	4,952,272,240
17	Accounts payable and accrued expenses .........			193,710,946	17	236,200,625
18	Grants payable .................			134,841,937	18	262,015,729
19	Deferred revenue ................			6,372,582	19	6,164,180
20	Tax-exempt bond liabilities .............			820,654,963	20	807,254,451
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			795,361,393	25	916,998,482
26	Total liabilities. Add lines 17 through 25.........			1,950,941,821	26	2,228,633,467
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			2,245,299,813	27	2,415,174,524
28	Temporarily restricted net assets ...........			155,279,701	28	157,721,974
29	Permanently restricted net assets ...........			141,770,879	29	150,742,275
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			2,542,350,393	33	2,723,638,773
34	Total liabilities and net assets/fund balances ........			4,493,292,214	34	4,952,272,240

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