TY 2017 Form 990

- 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.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

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 12, 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 (Form 990 or 990-EZ).)

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 agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

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 in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................8

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) NORTHWESTERN LAKE FOREST HOSPITAL	362179779	3	Yes		0	60,887,353
(B) NORTHWESTERN MEMORIAL HOSPITAL	370960170	3	Yes		0	362,407,550
(C) CENTRAL DUPAGE HOSPITAL ASSOCIATION	362513909	3	Yes		0	171,382,338
(D) DELNOR-COMMUNITY HOSPITAL	363484281	3	Yes		0	61,848,518
(E) KISHWAUKEE COMMUNITY HOSPITAL	237087041	3	Yes		0	35,992,785
(F) MARIANJOY REHABILITATION HOSPITAL AND CLINICS INC	362680776	3	Yes		0	8,711,666
(G) VALLEY WEST COMMUNITY HOSPITAL	364244337	3	Yes		0	8,246,657
Total 7					0	709,476,867

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2019

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 failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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 VI.)..
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 section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2019 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2018 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2019. 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—2018. 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—2019. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2018. 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 VI 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) 2019

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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) 2015	(b) 2016	(c) 2017	(d) 2018	(e) 2019	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2019 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2018 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2019 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2018 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2019. 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—2018. 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) 2019

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Yes

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2019

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Yes

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Yes

Schedule A (Form 990 or 990-EZ) 2019

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2019

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2019 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2019	(iii) Distributable Amount for 2019
1 Distributable amount for 2019 from Section C, line 6
2 Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2019:
a From 2014.......
b From 2015.......
c From 2016.......
d From 2017.......
e From 2018.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2019 distributable amount
i Carryover from 2014 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2019 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2019 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2020. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2015.....
b Excess from 2016.....
c Excess from 2017.....
d Excess from 2018.....
e Excess from 2019.....

Schedule A (Form 990 or 990-EZ) (2019)

Schedule A (Form 990 or 990-EZ) 2019

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
Schedule A, Part I, Line 12 LINE 12G, COLUMNS V & VI	THE ORGANIZATION EXISTS SOLELY TO SUPPORT THE MISSION AND OPERATIONS OF ITS SUPPORTED ORGANIZATIONS AND THEIR AFFILIATES, WHICH ARE ALL PART OF THE SAME INTEGRATED HEALTH CARE SYSTEM. AS A RESULT, ALL OF ITS ACTIVITIES AND EXPENSES DIRECTLY OR INDIRECTLY SUPPORT ITS SUPPORTED ORGANIZATIONS. SUPPORT INCLUDES INFORMATION SERVICES, LEGAL, GOVERNMENT AND COMMUNITY RELATIONS, SUPPLY CHAIN MANAGEMENT AND PURCHASING, HUMAN RESOURCES, FINANCIAL PLANNING, REPORTING AND INTERNAL AUDIT, INVESTMENT MANAGEMENT, REAL ESTATE MANAGEMENT, MARKETING, COMMUNICATIONS AND MEDIA RELATIONS, MANAGED CARE, QUALITY, REVENUE CYCLE MANAGEMENT, MEDICAL AFFAIRS AND RESEARCH, GOVERNANCE AND CORPORATE INTEGRITY, INSURANCE CLAIMS AND RISK MANAGEMENT, ANALYTICS, INNOVATION, INTEGRATION AND PERFORMANCE AMONG OTHER SHARED SERVICES.
Schedule A, Part IV, Section D, Line 2 Section D, Line 2	THE CORPORATION SHARES SOME BOARD OVERLAP WITH SOME OF ITS SUPPORTED ORGANIZATIONS. THE CORPORATION ALSO HAS A CLOSE AND CONTINUOUS WORKING RELATIONSHIP WITH ITS SUPPORTED ORGANIZATIONS, AS IT SERVES AS THE DIRECT OR INDIRECT SOLE CORPORATE MEMBER OF ALL OF ITS SUPPORTED ORGANIZATIONS.
Schedule A, Part IV, Section E, Line 3a Section E, Line 3a & 3b	AS THE DIRECT OR INDIRECT SOLE CORPORATE MEMBER OF ITS SUPPORTED ORGANIZATIONS, THE CORPORATION HAS ULTIMATE AUTHORITY TO APPOINT ALL MEMBERS OF THEIR RESPECTIVE BOARDS OF DIRECTORS. IN ADDITION, THE CORPORATION AS SOLE MEMBER HAS ULTIMATE AUTHORITY OVER ALL POLICIES, PROGRAMS, AND ACTIVITIES OF EACH OF ITS SUPPORTED ORGANIZATIONS.
Schedule A, Part IV, Section A, Line 6 Support to other supported orgs	NMHC PROVIDED GRANT FUNDS TO NORTHWESTERN UNIVERSITY FEINBERG SCHOOL OF MEDICINE AS INDICATED ON SCHEDULE I. SUPPORT IS ALSO PROVIDED PER SCHEDULE I DETAIL TO ORGANIZATIONS SERVING ANCILLARY NEEDS TO THE HEALTH SYSTEM OR TO THAT OF NORTHWESTERN UNIVERSITY FEINBERG SCHOOL OF MEDICINE.
Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies	THE CORPORATION SERVES AS THE DIRECT OR INDIRECT SOLE CORPORATE MEMBER OF ALL ITS SUPPORTED ORGANIZATIONS, WHICH FURTHERS THE ACCOUNTABILITY WITHIN THE INTEGRATED HEALTH SYSTEM AS A WHOLE. ALL OF THE CORPORATION'S SUPPORTED ORGANIZATIONS HAVE A SIGNIFICANT VOICE IN THE CORPORATION'S OPERATIONS, THROUGH THEIR SHARED COMMON OFFICERS AND MANAGEMENT REPORTING STRUCTURES. AUTHORITY TO APPOINT ALL OF THE OFFICERS AND DIRECTORS OF SUPPORTED ORGANIZATIONS, AND DIRECTION OVER POLICIES, PROGRAMS, AND ACTIVITIES OF SUPPORTED ORGANIZATIONS.
Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee	NMHC as sole member of its supported organizations may exercise its reserved powers by taking either of the following actions: (a) The board of directors of the member may act on the members behalf in exercising the members reserved powers over this corporation. The action of the board of directors of the member may be communicated in writing to the chair of the board, the president and chief executive officer, or the secretary of the corporation by any reasonable means. (b) The board of directors of the member may by resolution appoint any two (2) officers of the member to act on the members behalf, and such authorization may be general or limited to specific instances. In the absence of such resolution, the president and chief executive officer and the treasurer of the member may act together on behalf of the member without action by the board of directors of the member. The appropriate officers of the member shall execute and deliver to the chair, the president and chief executive officer or the secretary of the corporation a written instrument or instruments setting forth the action taken and the authorizations or directions from the board of directors of the member to such officers, If applicable The action of the member shall be deemed to have been taken on the dates the written instruments are so delivered unless the instruments provide otherwise.
Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities	NMHC APPOINTED OFFICERS WERE INVOLVED IN REVIEWING THE PERFORMANCE OF EACH SUPPORTED ORGANIZATION.

Schedule A (Form 990 or 990-EZ) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- 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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

If the organization answered "Yes" on 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" on 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" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

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

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

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 (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities (see instructions) ..................................................................

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-.
1
2
3
4
5
6

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2019

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). Click to see attachment

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) ......................	0	0
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................	89,800	376,949
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................	89,800	376,949
d	Other exempt purpose expenditures ...............................................................................	985,483,920	6,174,049,217
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................	985,573,720	6,174,426,166
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-. ................................................	0	0
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................	0	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 separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2016	(b) 2017	(c) 2018	(d) 2019	(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	529,932	412,411	394,401	376,949	1,713,693

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			0	0	0

Schedule C (Form 990 or 990-EZ) 2019

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 on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(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

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, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
Schedule C, Part II-A, Line 1b, Column (a) Filing Organization	ORGANIZATION NAME: NORTHWESTERN MEMORIAL HEALTHCARE ADDRESS: 251 E HURON CHICAGO, Illinois 60611 EIN: 36-3152959 ORGANIZATION IS AN ELECTING ORGANIZATION GRASSROOTS LOBBYING AMOUNT: DIRECT LOBBYING AMOUNT: 89,800 TOTAL LOBBYING EXPENDITURES: 89,800 OTHER EXEMPT PURPOSE EXPENDITURES: 985,483,920 TOTAL EXEMPT PURPOSE EXPENDITURES: 985,573,720 LOBBYING NONTAXABLE AMOUNT: 1,000,000 TOTAL GRASSROOTS LESS NONTAXABLE AMOUNT: 250,000 TOTAL EXPENDITURES LESS NONTAXABLE AMOUNT: SHARE OF EXCESS LOBBYING EXPENDITURES:

Return Reference

Explanation

Schedule C, Part II-A, Line 1b, Column (a) Filing Organization

ORGANIZATION NAME: NORTHWESTERN MEMORIAL HEALTHCARE ADDRESS: 251 E HURON CHICAGO, Illinois 60611 EIN: 36-3152959 ORGANIZATION IS AN ELECTING ORGANIZATION GRASSROOTS LOBBYING AMOUNT: DIRECT LOBBYING AMOUNT: 89,800 TOTAL LOBBYING EXPENDITURES: 89,800 OTHER EXEMPT PURPOSE EXPENDITURES: 985,483,920 TOTAL EXEMPT PURPOSE EXPENDITURES: 985,573,720 LOBBYING NONTAXABLE AMOUNT: 1,000,000 TOTAL GRASSROOTS LESS NONTAXABLE AMOUNT: 250,000 TOTAL EXPENDITURES LESS NONTAXABLE AMOUNT: SHARE OF EXCESS LOBBYING EXPENDITURES:

Schedule C (Form 990 or 990EZ) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

Part I

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

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

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

Yes No

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

Yes No

Part II

Conservation Easements.
Complete if the organization answered "Yes" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB 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 FASB 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)

Revenue included on 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 FASB ASC 958 relating to these items:

Revenue included on 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) 2019

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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, for escrow or custodial account liability? ...

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" on Form 990, Part IV, line 10.

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

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Term endowment SchDMd Bullet

The percentages on 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" on 3a(ii), are the related organizations listed as required on Schedule R? .........

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

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	930,000		930,000
b	Buildings ....	57,912,284	9,103,384	48,808,900
c	Leasehold improvements
d	Equipment ....	514,022,696	255,498,652	258,524,044
e	Other .....	14,251,307		14,251,307
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				322,514,251

Schedule D (Form 990) 2019

Page 3

Part VII

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

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3) Other (A) Securities	3,951,027,878
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	3,951,027,878

Part VIII

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

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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value
(1)Investment in Subs				265,384,050
(2)I/C Long Term Note				0
(3)Due from Affiliates				122,709,861
(4)Employees Benefits Assets				8,465,993
(5)Healthcare VHA Investment				0
(6)Other				2,450,394
(7)I/C Settlement Receivable				0
(8)Artwork				579,025
(9)OTHER RETIREMENT				12,333,154
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				411,922,477

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	3,990,207,415
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2019

Page 4

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

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

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

Return Reference

Explanation

Schedule D, Part X, Line 2 Tax Footnote

Each of the NMHC not-for-profit entities is qualified under the Internal Revenue Code (the Code) as a tax-exempt organization and is exempt from tax on income related to its tax-exempt purposes under Section 501(a) of the Code. Accordingly, no income taxes are provided for the majority of the income in the accompanying consolidated financial statements for these corporations. Certain corporations had unrelated business income (UBI) generated primarily from the sale of certain services that are not directly related to patient care and through limited partnerships within the investment portfolio. Certain corporations have unused net operating loss carryforwards available to offset the UBI tax. The net operating loss carryforwards expire through 2037. The deferred tax assets associated with these net operating loss carryforwards of $10,844 and $6,802 at August 31, 2018 and 2017, respectively, are offset by valuation allowances on the accompanying consolidated balance sheets of $10,844 and $6,802, respectively. The total net operating loss carryforwards at August 31, 2018 and 2017 were $33,113 and $16,938, respectively. NMHC calculates income taxes for its taxable subsidiaries. Taxable income differs from pretax book income principally due to certain income and deductions for tax purposes being recorded in the consolidated financial statements in different periods. Deferred income tax assets and liabilities are recorded for the tax effect of these differences using enacted tax rates for the years in which the differences are expected to reverse. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible.

Schedule D, Part III, Line 4 Collections of art - description of collections

The arts program was developed in response to research that demonstrates the value of representational art depicting natural landscapes and positive human interactions. Our art collection provides comfort, evokes positive emotions and can help promote productivity in our office spaces.

Schedule D (Form 990) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- 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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization
Northwestern Memorial HealthCare

Employer identification number

36-3152959

Part I

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

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

other 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 its grants and other assistance 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 the region	(d) Activities conducted in region (by type) (such as, 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 the region	(f) Total expenditures for and investments in the region
	Europe (Including Iceland and Greenland)	0	0	Investments		53,992,673
	Central America and the Caribbean	0	0	Investments		1,446,593,274
	Central America and the Caribbean	0	0	Program Services	LIABILITY RISK FUNDING	118,313,564














3a	Sub-total ....	0	0			1,618,899,511
b	Total from continuation sheets to Part I ...	0	0			0
c	Totals (add lines 3a and 3b)	0	0			1,618,899,511

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2019

Schedule F (Form 990) 2019

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" on 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 noncash assistance	(h) Description of noncash assistance	(i) Method of valuation (book, FMV, appraisal, other)

2	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 .......
3	Enter total number of other organizations or entities .......................

Schedule F (Form 990) 2019

Schedule F (Form 990) 2019Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" on 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 noncash assistance	(g) Description of noncash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2019

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2019

Page 5

Part V

Supplemental Information
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.

ReturnReference	Explanation

Schedule F (Form 990) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

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," on Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
Northwestern Memorial HealthCare

Employer identification number
36-3152959

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 Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on 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 section (if applicable)	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Northwestern University 750 N Lake Shore Dr Chicago,IL60611	36-2167817	501c3	21,003,308	Academic support
(2) American Heart Assoc PO Box 50035 Prescott,AZ863045035	13-5613797	501c3	76,000	Research and education
(3) American Cancer Society 225 N Michigan Ste 1200 Chicago,IL60601	13-1788491	501c3	22,000	Research and education
(4) Chicago Scholars 247 S State St Ste 700 Chicago,IL60604	36-4117530	501c3	20,000	Education for city youth
(5) Big Shoulders 212 W Van Buren Ste 900 Chicago,IL60607	36-3490557	501c3	10,000	Community support
(6) Community Foundation of the Fox River Valley 111 W Downer Pl Ste 312 Aurora,IL605066106	36-6086742	501c3	7,500	Community support
(7) Special Olympics 500 Waters Edge Ste 100 Lombard,IL60148	36-2922811	501c3	7,500	Activities for individuals with intellectual disabilities
(8) Facial Pain Research Fnd 2653 SW 87th Dr Ste A Gainesville,FL326089313	82-1317992	501c3	6,250	Research and education
(9) Ladies of Virtue 1245 S Michigan Ste 149 Chicago,IL60605	80-0530610	501c3	5,000	Community 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) 2019

Page 2

Part III

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

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

(1)
(2)
(3)
(4)
(5)
(6)
(7)

Part IV

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

Return Reference

Explanation

Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds.

GRANTS FROM NORTHWESTERN MEMORIAL HEALTHCARE 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.

Schedule I (Form 990) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

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 Ⅵ, line 24a. Provide descriptions,
explanations, and any additional information in Part Ⅵ.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization
Northwestern Memorial HealthCare

Employer identification number
36-3152959

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	45204EA40	12-19-2017	790,239,841	SEE SUPPLEMENTAL INFORMATION		X		X		X

Part Ⅱ

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	6,295,000
2 Amount of bonds legally defeased ..............
3 Total proceeds of issue ..................	790,400,219
4 Gross proceeds in reserve funds .............
5 Capitalized interest from proceeds .............
6 Proceeds in refunding escrows ...............	513,122,663
7 Issuance costs from proceeds ...............	5,352,623
8 Credit enhancement from proceeds .............
9 Working capital expenditures from proceeds .............
10 Capital expenditures from proceeds .............	185,000,000
11 Other spent proceeds .............	86,924,933
12 Other unspent proceeds .............
13 Year of substantial completion .............	2017
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue of tax-exempt bonds (or, if issued prior to 2018, a current refunding issue)? ........
15 Were the bonds issued as part of an advance refunding issue of taxable bonds (or, if issued prior to 2018, an advance refunding issue)? ........
16 Has the final allocation of proceeds been made? ..........	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? ..................	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
2 Are there any lease arrangements that may result in private business use of bond-financed property? ...............		X

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

Cat. No. 50193E

Schedule K (Form 990) 2019

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
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
c Are there any research agreements that may result in private business use of bond-financed property? .............	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
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 ....
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 .........
6 Total of lines 4 and 5 .............	0 %
7 Does the bond issue meet the private security or payment test? ...		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
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............
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

Part Ⅳ

Arbitrage

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

Schedule K (Form 990) 2019

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
b Name of provider ..........
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
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X

Part Ⅴ

Procedures To Undertake Corrective Action

---------------------------------------------------------------------------------------------------------------	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
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

Part Ⅵ

Supplemental Information. Provide additional information for responses to questions on Schedule K. (See instructions).

Return Reference	Explanation
Schedule K, Part I, Column (f) LINE A, COLUMN F, GROUP I	Construction of health facility, refund a portion of 2009 bonds (NMH and CDH) and 2009B bonds (CDH), repay taxable notes
Schedule K, Part VI	Schedule K is prepared initially in this period to report the new bond issue of 2017 on behalf of Northwestern Memorial HealthCare (Parent). In future periods, books and records will be updated to assign prior existing bond issues reported on the Group return to be subsequently reported on the Parent return.
Schedule K, Part II, Line 3 2017 Bond Issue	The total proceeds of issue reported at Part II, Line 3, exceed the issue price of Part I due to interest earnings related to this issue.

Schedule K (Form 990) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- 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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and section 501(c)(29) 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 the 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 Benefiting 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) 2019

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) KELLY FLESCH	KELLY FLESCH, EMPLOYEE OF THE ORGANIZATION AND DAUGHTER OF WILLIAM FLESCH, A DIRECTOR OF NMHC	105,490	COMPENSATION		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- 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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

Return Reference	Explanation
Form 990, Part VI, Line 2 Family/business relationships amongst interested persons	TIMOTHY P. SULLIVAN AND JOHN CANNING, JR. - Business relationship, PATRICIA A. WOERTZ AND W. JAMES MCNERNEY - Business relationship, DEAN M. HARRISON, JOHN CANNING, JR. AND J. CHRISTOPHER REYES - Business relationship, GLENN F. TILTON AND WILLIAM A. OSBORN - Business relationship
Form 990, Part VI, Line 11b Review of form 990 by governing body	THE FORM 990 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. FOR EXAMPLE, 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. 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 AUDITING AND ACCOUNTING FIRM AS PAID PREPARER OF THE FORM FILING. THE FINAL FORM WAS REVIEWED BY MEMBERS OF THE FINANCE DEPARTMENT PRIOR TO REVIEW BY THE NMHC VICE PRESIDENT, FINANCE AND THE NMHC SENIOR VP AND CHIEF FINANCIAL OFFICER. PRIOR TO FILING, THE COMPLETED FORM WAS PROVIDED TO THE BOARD OF DIRECTORS THROUGH A SECURE WEBSITE.
Form 990, Part VI, Line 12c Conflict of interest policy	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.
Form 990, Part VI, Line 15a Process to establish compensation of top management official	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 COMMITTEE OF THE BOARD OF DIRECTORS WHOSE MEMBERS ARE ALL INDEPENDENT AND UNPAID; AND IS ANNUALLY EVALUATED IN THE CONTEXT OF COMPENSATION DATA GATHERED BY EXTERNAL CONSULTANTS FROM A PEER GROUP COMPRISED OF SIMILARLY SITUATED HEALTHCARE ORGANIZATIONS; AND (4) ALL COMPENSATION DECISIONS AND SUPPORT ARE RECORDED IN THE MINUTES OF THE COMMITTEE'S MEETINGS. IN ADDITION, A SIGNIFICANT PORTION OF COMPENSATION IS AT RISK AND IS PAYABLE ONLY UPON ACHIEVEMENT OF A BROAD ARRAY OF DIFFICULT PERFORMANCE GOALS TIED TO THE STRATEGIC VISION OF NORTHWESTERN MEDICINE AND ACHIEVEMENT OF ITS TAX-EXEMPT PURPOSES. 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. ALL OF THE COMPENSATION DISCLOSED IN THE GROUP RETURN IS ALLOCATED TO THE SUBSIDIARIES.
Form 990, Part VI, Line 15b Process to establish compensation of other employees	SEE ABOVE RESPONSE TO 15A
Form 990, Part VI, Line 19 Required documents available to the public	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 HEALTH SYSTEM WEBSITE, NM.ORG. 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.
Form 990, Part VIII, Column (c)	Pursuant to Section 512(a)(7) as enacted by the Tax Cuts and Jobs Act, there exists a discrepancy when comparing Form 990, Part VIII, Column (c) or Form 990, Part I, Line 7a against Form 990-T. Form 990-T will indicate a greater total unrelated business revenue due to the increase in unrelated business taxable income from disallowed fringe, or the "parking tax."
Form 990, Part VIII, Line 2f Other Program Service Revenue	other program service revenue - Total Revenue: 354078, Related or Exempt Function Revenue: 354078, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;
Form 990, Part IX, Line 11g Other Fees	Collection Agency and Related Fees - Total Expense: 21888852, Program Service Expense: 19378750, Management and General Expenses: 2510102, Fundraising Expenses: ; Purchased Services - Total Expense: 88092724, Program Service Expense: 77990698, Management and General Expenses: 10102026, Fundraising Expenses: ; Recruitment Services - Total Expense: 886050, Program Service Expense: 784442, Management and General Expenses: 101608, Fundraising Expenses: ; Professional Fees and Contracted Services - Total Expense: 24622588, Program Service Expense: 21798995, Management and General Expenses: 2823593, Fundraising Expenses: ; All Other - Total Expense: 5212682, Program Service Expense: 4614918, Management and General Expenses: 597764, Fundraising Expenses: ; Consulting - Total Expense: 25991006, Program Service Expense: , Management and General Expenses: 25991006, Fundraising Expenses: ;
Form 990, Part XI, Line 9 Other changes in net assets or fund balances	Change in Investment Pool - -42789687; Change in Pension - 40420; TRANSFER TO/FROM AFFILIATES - -XXX-XX-XXXX;

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Northwestern Memorial HealthCare

Employer identification number

36-3152959

Part I

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

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(f) Direct controlling entity
(1) CADENCE AMBULATORY SURGERY CENTER LLC 541 N Fairbanks Ct Rm 1630 CHICAGO,IL60611 80-0838376	HEALTHCARE	IL	CDH-DELNOR HEALTH SYSTEM
(2) CADENCE MEDICAL PARTNERS LLC 541 N Fairbanks Ct Rm 1630 CHICAGO,IL60611 90-0917479	HEALTHCARE	IL	CDH-DELNOR HEALTH SYSTEM
(3) CADENCE HEALTH ACO 541 N Fairbanks Ct Rm 1630 CHICAGO,IL60611 35-2507700	HEALTHCARE	IL	CDH-DELNOR HEALTH SYSTEM
(4) ILLINOIS PROTON CENTER LLC 4455 Weaver Pkwy WARRENVILLE,IL60555 26-0876468	HEALTHCARE	DE	ILLINOIS PROTON CENTER HOLDINGS LLC
(5) ILLINOIS PROTON CENTER HOLDINGS LLC 4455 Weaver Pkwy WARRENVILLE,IL60555 26-0876420	HEALTHCARE	DE	CENTRAL DUPAGE HOSPITAL

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)NORTHWESTERN MEMORIAL HOSPITAL 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 37-0960170	HOSPITAL	IL	501(c)(3)	3	NMHC	Yes
(2)NORTHWESTERN MEMORIAL FOUNDATION 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3155315	FUNDRAISING	IL	501(c)(3)	7	NMHC	Yes
(3)NORTHWESTERN LAKE FOREST HOSPITAL 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-2179779	HOSPITAL	IL	501(c)(3)	3	NMHC	Yes
(4)LAKE FOREST HEALTH & FITNESS INST 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3835030	HEALTH	IL	501(c)(3)	10	NORTHWESTERN LAKE FOREST HOSP	Yes
(5)NORTHWESTERN MEDICAL FACULTY FOUNDATION 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3097297	HEALTHCARE	IL	501(c)(3)	3	NMHC	Yes
(6)CDH-DELNOR HEALTH SYSTEM 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3099698	MANAGEMENT	IL	501(c)(3)	Type II	NMHC	Yes
(7)CENTRAL DUPAGE HOSPITAL ASSOCIATION 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-2513909	HOSPITAL	IL	501(c)(3)	3	CDH-DELNOR HLTH SYSTEM	Yes
(8)DELNOR-COMMUNITY HOSPITAL 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3484281	HOSPITAL	IL	501(c)(3)	3	CDH-DELNOR HLTH SYSTEM	Yes
(9)CENTRAL DUPAGE PHYSICIAN GROUP 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3149833	HEALTHCARE	IL	501(c)(3)	10	CDH-DELNOR HLTH SYSTEM	Yes
(10)CENTRAL DUPAGE SPECIAL HEALTH ASSOC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-4310557	PHARMACY	IL	501(c)(3)	10	CDH-DELNOR HLTH SYSTEM	Yes
(11)COMMUNITY NURSING SERVICE OF DUPAGE COUNTY 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-6080833	HOME HEALTH	IL	501(c)(3)	10	CDH-DELNOR HLTH SYSTEM	Yes
(12)PAHCS II 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3887234	OCCUPATIONAL HEALTH	IL	501(c)(3)	10	CDH-DELNOR HLTH SYSTEM	Yes
(13)KISHHEALTH SYSTEM 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3649080	MANAGEMENT	IL	501(c)(3)	Type II	NMHC	Yes
(14)KISHWAUKEE COMMUNITY HOSPITAL 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 23-7087041	HOSPITAL	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(15)VALLEY WEST COMMUNITY HOSPITAL 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-4244337	HOSPITAL	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(16)KISHHEALTH FOUNDATION 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3649077	FUNDRAISING	IL	501(c)(3)	7	KISHHEALTH SYSTEM	Yes
(17)KISHWAUKEE PHYSICIAN GROUP INC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 65-1293967	HEALTHCARE	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(18)KISHHEALTH SYSTEM HOME CARE 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 37-1703513	HOME HEALTH	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(19)DEKALB COUNTY HOSPICE INC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3164329	HOSPICE	IL	501(c)(3)	7	KISHHEALTH SYSTEM	Yes
(20)DEKALB BEHAVIORAL HEALTH FOUNDATION INC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 47-4579189	BEHAVIORAL HEALTH	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(21)CENTER FOR FAMILY HEALTH - MALTA 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 80-0869393	HEALTHCARE	IL	501(c)(3)	3	KISHHEALTH SYSTEM	Yes
(22)MARIANJOY REHABILITATION HOSPITAL & CLINICS INC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-2680776	HOSPITAL	IL	501(c)(3)	3	NMHC	Yes
(23)REHABILITATION MEDICINE CLINIC INC 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3236791	HOSPITAL	IL	501(c)(3)	3	NMHC	Yes
(24)MARIANJOY REHABILITATION CENTER AUXILIARY 541 N FAIRBANKS CT Rm 1630 CHICAGO,IL60611 36-3896976	SUPPORTING	IL	501(c)(3)	Type I	NMHC	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) GROSVENOR ALTERNATIVE INVESTMENTS LP 900 NORTH MICHIGAN AVE SUITE 1 CHICAGO,IL60611 80-0833919	INVESTMENTS	DE	CDH-DELNOR HEALH SYS	N/A
(2) KISHWAUKEE AREA PHYSICIAN HOSPITAL ORGANIZATION LLC 541 N FAIRBANKS CT RM 1630 CHICAGO,IL60611 36-4205273	HEALTHCARE	IL	KISHWAUKEE COMM HOSP	N/A
(3) ILLINOIS REGIONAL CANCER CENTER LLP 10 HEALTH SERVICES DR DEKALB,IL60115 36-3847273	HEALTHCARE	IL	NA	N/A
(4) NORTHWESTERN MEDICAL FACULTY FOUNDATION DIALYSIS CENTER 541 N FAIRBANKS CT RM 1630 CHICAGO,IL60611 46-2159685	HEALTHCARE	DE	NMFF	N/A
(5) MIDLAND SURGICAL CENTER LLC 3085 WOLF CT DEKALB,IL60115 35-2194610	HEALTHCARE	IL	KISHWAUKEE COMM HOSP	N/A

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(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 N FAIRBANKS CT SUITE 1630 CHICAGO,IL60611 36-3382383	HEALTHCARE	IL	NMH	C Corporation
(2) NORTHWESTERN MEMORIAL INSURANCE COMPANY 98-0384611	RISK TRANSFER	CJ	NMHC	C Corporation	20,276,471	641,264,185	100 %	Yes
(3) DUPAGE HEALTH SERVICES INC 541 N FAIRBANKS CT SUITE 1630 CHICAGO,IL60611 36-3270521	HEALTHCARE	DE	CDH-DELNOR HEALTH SYS	C Corporation
(4) DELCOM CORPORATION 541 N FAIRBANKS CT SUITE 1630 CHICAGO,IL60611 36-3334711	HEALTH MGMT	IL	CDH-DELNOR HEALTH SYS	C Corporation
(5) CORNERSTONE MEDICAL GROUP 541 N FAIRBANKS CT SUITE 1630 CHICAGO,IL60611 36-4345453	HEALTHCARE	IL	CDPG	C Corporation
(6) HEALTH PROGRESS INC 541 N FAIRBANKS CT SUITE 1630 CHICAGO,IL60611 36-3824138	HEALTHCARE	IL	KISH HEALTH SYSTEM	C Corporation

Schedule R (Form 990) 2019

Page 3

Part V

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

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

Yes

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

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

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

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

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

Yes

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

Yes

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

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

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

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

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

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

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) NORTHWESTERN LAKE FOREST HOSPITAL	L	60,887,353	COST
(2) MARIANJOY REHABILITATION HOSPITAL AND CLINICS	L	8,711,666	COST
(3) NORTHWESTERN MEMORIAL HOSPITAL	L	362,407,550	COST
(4) NORTHWESTERN HEALTHCARE CORPORATION	L	233,713	COST
(5) NORTHWESTERN MEDICINE INSURANCE COMPANY	L	2,245,678	COST
(6) NORTHWESTERN MEDICAL FACULTY FOUNDATION	L	63,064,603	COST
(7) KISHWAUKEE COMMUNITY HOSPITAL	L	35,992,785	COST
(8) KISHWAUKEE PHYSICIAN GROUP INC	L	566,834	COST
(9) HEALTH PROGRESS INC	L	474,448	COST
(10) DEKALB COUNTY HOSPICE INC	L	472,578	COST
(11) KISHHEALTH SYSTEM HOME CARE	L	487,365	COST
(12) VALLEY WEST HOSPITAL	L	8,246,657	COST
(13) CENTRAL DUPAGE HOSPITAL ASSOCIATION	L	171,382,338	COST
(14) COMMUNITY NURSING SERVICES OF DUPAGE COUNTY	L	4,736,337	COST
(15) CDH-DELNOR HEALTH SYSTEM	L	16,372,085	COST
(16) CENTRAL DUPAGE SPECIAL HEALTH ASSOCIATION	L	886,561	COST
(17) DELNOR COMMUNITY HOSPITAL	L	61,848,518	COST
(18) DELCOM CORPORATION	L	750,715	COST
(19) CENTRAL DUPAGE PHYSICIAN GROUP	L	10,383,122	COST
(20) CADENCE AMBULATORY SURGERY CENTER	L	1,387,667	COST
(21) PAHCS II	L	1,439,845	COST
(22) REHABILITATION MEDICINE CLINIC	L	1,120,485	COST

Schedule R (Form 990) 2019

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2019

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation

Schedule R (Form 990) 2019

Additional Data

Software ID:	17005876
Software Version:	2017v2.2

1	Briefly describe the organization’s mission or most significant activities: Northwestern Memorial HealthCare's exempt purpose is to provide support to its hospitals, physician care practices, its Foundation and their affiliates.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	20
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	17
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	4,251
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	12,801,064
b	Net unrelated business taxable income from Form 990-T, line 39 .........	7b	-9,923,361

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	26,433	0
9	Program service revenue (Part VIII, line 2g) .........	691,395,176	923,563,437
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	225,465,581	239,644,586
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	115,000	30,111,969
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	917,002,190	1,193,319,992
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	77,656	21,172,608
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	351,292,633	436,723,196
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	394,081,978	527,677,916
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	745,452,267	985,573,720
19	Revenue less expenses. Subtract line 18 from line 12.......	171,549,923	207,746,272
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	6,619,018,872	7,154,079,035
21	Total liabilities (Part X, line 26).............	5,573,562,232	6,187,629,469
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,045,456,640	966,449,566

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 778,765,610 including grants of $ 21,172,608 ) (Revenue $ 953,675,406 )
	NORTHWESTERN MEMORIAL HEALTHCARE (NMHC) IS THE NOT-FOR-PROFIT CORPORATE DIRECT OR INDIRECT PARENT OF NORTHWESTERN MEMORIAL HOSPITAL (NMH), NORTHWESTERN LAKE FOREST HOSPITAL (NLFH), CENTRAL DUPAGE HOSPITAL ASSOCIATION (CDHA), DELNOR-COMMUNITY HOSPITAL (DCH), VALLEY WEST COMMUNITY HOSPITAL (VWCH), KISHWAUKEE COMMUNITY HOSPITAL (KCH), MARIANJOY REHABILITATION HOSPITAL & CLINICS (MJHRH), NORTHWESTERN MEDICAL FACULTY FOUNDATION, CENTRAL DUPAGE PHYSICIAN GROUP, KISHWAUKEE PHYSICIAN GROUP, INC., REHABILITATION MEDICINE CLINIC, INC. AND THEIR VARIOUS AFFILIATES AS LISTED IN THIS FORM 990, SCHEDULE R. WORKING TOGETHER UNDER THE BRAND NORTHWESTERN MEDICINE, NMHC AND NORTHWESTERN UNIVERSITY FEINBERG SCHOOL OF MEDICINE (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. NMHC PROVIDES COMPREHENSIVE INPATIENT CARE AT SEVEN HOSPITALS. AS THE PARENT OF THE NORTHWESTERN MEMORIAL HEALTH SYSTEM, NMHC PROVIDES GOVERNANCE SUPPORT AND CENTRALIZED SERVICES TO THE SYSTEM AS A WHOLE. NMHC IS POSITIONED TO ADVANCE GROUNDBREAKING WORK THAT CAN ONLY BE ACCOMPLISHED WITH THE RESOURCES OF AN INTEGRATED ACADEMIC MEDICAL HEALTH SYSTEM. AS AN INTEGRATED ACADEMIC MEDICAL HEALTH SYSTEM, NMHC CAN TAKE ACTION BEYOND PROVIDING CLINICAL CARE. WORKING WITH SCIENTISTS AND EXPERTS IN PUBLIC HEALTH, WE ARE STRIVING TO DETERMINE ROOT CAUSES AND DEVELOP SOLUTIONS TO ERADICATE SOME OF THE MOST WIDESPREAD, GROWING AND COMPLEX PUBLIC HEALTH ISSUES FACING THE UNITED STATES TODAY - FROM CHRONIC DISEASES INCLUDING CARDIOVASCULAR DISEASE, CANCER AND DIABETES, TO THE UNDERLYING CAUSES OF OBESITY, POOR MENTAL HEALTH AND PERSISTENT VIOLENCE IN OUR COMMUNITIES. NMHC SUPPORTS SOME OF THE NATION'S MOST ADVANCED RESEARCH PROGRAMS, LED BY PHYSICIAN SCIENTISTS AT FEINBERG, WHO ARE PUSHING THE BOUNDARIES OF SCIENCE AND MEDICINE THROUGH NATIONALLY RECOGNIZED RESEARCH PROGRAMS AS WELL AS ENTIRELY NEW SCIENTIFIC DISCIPLINES THAT ARE PIONEERING DIRECTIONS FOR PREVENTING AND CURING DISEASE.

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses778,765,610

(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) Group Number 5878 Per regulation 1.6033-2(D)(5), This data is found on the group return	................. 0	X	0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	0	0	0

(A) Name and business address	(B) Description of services	(C) Compensation
Per Regulation 16033-2(D)(5) This information is found on the group return (Group #5878) 541 N Fairbanks Rm 1630 Chicago,IL60611




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

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

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

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		0

		Business Code
2a	MANAGEMENT SERVICES	561000	896,288,943	896,130,230	158,713
b	COMMUNICATION SERVICE FEES	561000	545,966	545,966
c	PROFESSIONAL SERVICE FEES	561000	9,621,257	8,567,431	1,053,826
d	Quality Improvement Program	561000	13,082,367	13,082,367
e	REGISTRATION & FEES	561000	3,670,826	3,670,826
f	All other program service revenue.		354,078	354,078	0	0
g	Total. Add lines 2a–2f .....		923,563,437

3 Investment income (including dividends, interest, and othersimilar amounts) ......			58,482,799		11,588,525	46,894,274
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)	0	0	6c
d	Net rental income or (loss).......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		1,339,460,705	7a
b	Less: cost or other basis and sales expenses		1,158,298,918	7b
c	Gain or (loss)	0	181,161,787	7c
d	Net gain or (loss).........			181,161,787			181,161,787
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	SYSTEM DISCOUNTS AND REBATES		900099	30,111,969	30,111,969
b
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			30,111,969
12	Total revenue. See instructions.....			1,193,319,992	952,462,867	12,801,064	228,056,061

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	21,172,608	21,172,608
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	10,586,656	9,229,483	1,357,173
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	105,490	91,967	13,523
7	Other salaries and wages........	350,763,446	305,796,782	44,966,664
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	15,775,946	13,753,525	2,022,421
9	Other employee benefits .......	38,685,303	33,725,979	4,959,324
10	Payroll taxes ...........	20,806,355	18,139,051	2,667,304
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	4,068,599		4,068,599
c	Accounting ...........	2,941,261		2,941,261
d	Lobbying ...........	89,800		89,800
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	31,003,114		31,003,114
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	166,693,902	124,567,803	42,126,099	0
12	Advertising and promotion ....	9,574,271	481,570	9,092,701
13	Office expenses .......	24,233,520	10,707,573	13,525,947
14	Information technology ......	59,762,707	53,669,667	6,093,040
15	Royalties ..
16	Occupancy ...........	29,403,595	12,777,148	16,626,447
17	Travel ............	1,759,605	864,838	894,767
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	47,681,652	26,733,577	20,948,075
20	Interest ...........	1,573,779	1,573,779
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	75,931,232	75,931,232
23	Insurance ...	407,668		407,668
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	Employee Health & Wellness	385,240	385,240
b	Research & Education Support	65,177,650	65,177,650
c	Bad Debt	96,168	96,168
d	Income Taxes	2,004,540		2,004,540
e	All other expenses	4,889,613	3,889,970	999,643	0
25	Total functional expenses. Add lines 1 through 24e	985,573,720	778,765,610	206,808,110	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........				1
2	Savings and temporary cash investments .........			160,074,318	2	380,347,588
3	Pledges and grants receivable, net ......			1,751,667	3	0
4	Accounts receivable, net .............			6,769,521	4	1,446,212
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6	0
7	Notes and loans receivable, net ...........				7
8	Inventories for sale or use ............			153,710	8	31,486
9	Prepaid expenses and deferred charges ......			24,533,512	9	30,218,880
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	587,116,287
b	Less: accumulated depreciation	10b	264,602,036	286,809,913	10c	322,514,251
11	Investments—publicly traded securities .			1,849,325,387	11	2,056,570,263
12	Investments—other securities. See Part IV, line 11 .....			3,572,893,898	12	3,951,027,878
13	Investments—program-related. See Part IV, line 11 ..			0	13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			716,706,946	15	411,922,477
16	Total assets. Add lines 1 through 15 (must equal line 33)...			6,619,018,872	16	7,154,079,035

17	Accounts payable and accrued expenses .....	741,052,066	17	1,279,505,976
18	Grants payable ...	25,196,092	18	38,441,248
19	Deferred revenue .........		19	2,654,080
20	Tax-exempt bond liabilities .........		20	771,820,750
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22	0
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..	105,000,000	24	105,000,000
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	4,702,314,074	25	3,990,207,415
26	Total liabilities. Add lines 17 through 25..	5,573,562,232	26	6,187,629,469

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........		27
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	1,045,456,640	32	966,449,566
33	Total liabilities and net assets/fund balances ........	6,619,018,872	33	7,154,079,035

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 organization may be required to separately 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; don't file with Form 990). . . . . . . . . . . . . . . . . . . . . . . .	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, Information 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 separately file Form 5713, International Boycott Report (see Instructions for Form 5713; don't file with Form 990).. . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No