TY 2019 Form 990

(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)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) ALEC KING...................................................................... TREASURER FROM 9/1/19	1.0 ................. 54.0		X				0	1,407,862	40,127
(2) MARY ANNE HILLIARD...................................................................... SECRETARY FROM 9/1/19	1.0 ................. 54.0		X				0	823,324	32,736
(3) Nathaniel Beers...................................................................... Pres & CEO, Board Member	26.0 ................. 29.0	X	X				510,562	148,365	36,950
(4) Victor Fields...................................................................... EVP MANAGED CARE	26.0 ................. 29.0			X			358,489	0	38,532
(5) Donna Anthony...................................................................... EVP, Clinical Strategies	28.0 ................. 27.0			X			345,110	0	42,239
(6) Josephine Bias Robinso...................................................................... EVP, External Affairs	54.0 ................. 1.0			X			327,550	0	13,230
(7) Debbie Holson...................................................................... COO, Pediatric Center	0.0 ................. 55.0			X			263,668	0	39,003
(8) Patricia Austin...................................................................... COO, Home Care	55.0 ................. 0.0			X			270,687	0	30,466
(9) Giselle Jones...................................................................... Senior VP, Human Resources	14.0 ................. 41.0			X			266,829	0	14,757
(10) Kimberly Brown...................................................................... VP Finance/Int CFO to 11/1/19	14.0 ................. 41.0		X				231,324	0	19,158
(11) David Bishop...................................................................... VP, Information Technology	14.0 ................. 41.0				X		218,536	0	10,443
(12) Yair Inspektor...................................................................... VP LEGAL	55.0 ................. 0.0				X		190,112	0	14,300
(13) Emmanuel Abimola...................................................................... VP Clinical Svc & Perform Mgmt	55.0 ................. 0.0			X			170,011	0	18,243
(14) Saima Ali...................................................................... Sr. Dir. Strategic Finance	28.0 ................. 27.0				X		164,929	0	20,960
(15) Lisa Proctor...................................................................... VP, EXTERNAL AFFAIRS	55.0 ................. 0.0				X		161,126	0	15,507
(16) ROSE ALFORD...................................................................... EXEC. ASSISTANT TO PRES/CFO	20.0 ................. 20.0				X		0	151,389	7,229
(17) Bradley Weaver...................................................................... FMR EVP, MNGD Care to 9/20/18	0.0 ................. 0.0					X	155,021	0	0

(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)	(E) Reportable compensation from related organizations (W-2/1099-MISC)
(18) Thomas W Chapman........................................................................ Fmr Pres & CEO to 4/30/17	0.0 .......................0.0			X	145,373
(19) Michael D Ward........................................................................ Chairman	3.0 .......................1.0	X	X		0
(20) Anna Pilskaya Dunn........................................................................ Vice Chair	1.0 .......................1.0	X	X		0
(21) Maria Ivonne Rivera........................................................................ Secretary to 9/1/19	1.0 .......................1.0	X	X		0
(22) Larry Bailey........................................................................ Treasurer to 7/1/19	1.0 .......................0.0	X	X		0
(23) Neil Grammer........................................................................ Board Member	1.0 .......................1.0	X			0
(24) Diane Lewis........................................................................ Board Member	1.0 .......................0.0	X			0
(25) Sharon Brickhouse Mart........................................................................ Board Member	1.0 .......................1.0	X			0
(26) Roger E Meyer........................................................................ Board Member	1.0 .......................1.0	X			0
(27) Stephen F Riley........................................................................ Board Member	1.0 .......................0.0	X			0
(28) Michael Williams........................................................................ BOARD MEMBER FROM 9/1/19	1.0 .......................1.0	X			0
(29) CURTIS RIDDLE........................................................................ BOARD MEMBER to 11/15/19	1.0 .......................0.0	X			0
(30) SCHONAY BARNETT-JONES........................................................................ BOARD MEMBER FROM 9/1/19	1.0 .......................0.0	X			0

(A) Name and business address	(B) Description of services	(C) Compensation
Red River Managed Services Inc, PO Box 37567 BALTIMORE,MD212973567	IT Consulting	784,484
Faegre Drinker Biddle Reath LL, One Logan Square 18th Cherry Stre PHILADELPHIA,PA19103	Legal Consulting	869,745
Grant Thornton LLP, 33960 Treasury Center CHICAGO,IL60694	Consulting	644,886
BCA Watson Rice LLP, 4550 Forbes Blvd Ste 130 LANHAM,MD20706	Consulting	199,715
Ernst Young LLP, PO Bx 640382 PITTSBURGH,PA15264	Consulting	284,333
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 8

- 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

The HSC Foundation

Employer identification number

52-1346603

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 ...............................2

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) HEALTH SERVICES FOR CHILDREN WITH SPECIAL NEEDS INC	521862406	10	Yes		0	2,886,157
(B) HOSPITAL FOR SICK CHILDREN DBA THE HSC PEDIATRIC CENTER	530204670	3	Yes		0	3,111,825
Total 2						5,997,982

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
SUPPORT PROVIDED IN FURTHERANCE OF MISSION	SCHEDULE A, PART IV, SECTION A, LINE 6 AS REPORTED IN SCHEDULE I, THE HSC FOUNDATION (THE FOUNDATION OR ORGANIZATION) PROVIDES A NUMBER OF GRANTS TO UNRELATED SECTION 501(C)(3) ORGANIZATIONS TO FURTHER SUPPORT THE TAX EXEMPT PURPOSES OF THE FOUNDATION AND ITS SUPPORTED ORGANIZATIONS OF SUPPORTING INDIVIDUALS WITH SPECIAL HEALTH NEEDS AND THEIR FAMILIES. THE GRANTS WERE RELATED TO COALITION BUILDING AND COMMUNITY HEALTH IMPROVEMENT ACTIVITIES, INCLUDING PROVIDING SPONSORSHIPS FOR SEVEN DISABILITY EVENTS.
SUPPORTED ORGANIZATIONS HAVE SIGNIFICANT VOICE IN INVESTMENT POLICIES	SCHEDULE A, PART IV, SECTION D, LINE 3 THE FOUNDATION IS THE PARENT ENTITY OF ITS TWO SUPPORTED ORGANIZATIONS: THE HOSPITAL FOR SICK CHILDREN DBA HSC PEDIATRIC CENTER (HSCPC) AND HEALTH SERVICES FOR CHILDREN WITH SPECIAL NEEDS (HSCSN). THERE IS IMPORTANT OVERLAP AMONG DIRECTORS AND THE SENIOR LEADERSHIP OF THE FOUNDATION AND HSCPC AND HSCSN. AS A RESULT, HSCPC AND HSCSN HAVE A SIGNIFICANT VOICE IN THE FOUNDATION'S INVESTMENT POLICIES AND IN DIRECTING THE USE OF THE FOUNDATION'S INCOME AND ASSETS. IN PARTICULAR, THE OVERLAPPING DIRECTORS AND SENIOR LEADERSHIP ENSURE THAT THE FOUNDATION DIRECTS ITS RESOURCES IN A MANNER THAT DIRECTLY SUPPORTS THE TAX-EXEMPT PURPOSES OF HSCPC AND HSCSN.
POWER TO APPOINT/ELECT MAJORITY OF OFFICER/DIRECTOR/TRUSTEE	SCHEDULE A, PART IV, SECTION E, LINE 3A PURSUANT TO THE ORGANIZING DOCUMENTS OF HSCSN AND THE HSCPC, THE FOUNDATION HAS THE RIGHT TO APPOINT THE BOARD MEMBERS OF HSCSN AND HSCPC. EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL) BECAME THE SOLE CORPORATE MEMBER OF THE FOUNDATION; THEREAFTER, THE CHILDREN'S NATIONAL BOARD HAS THE RIGHT TO APPOINT THE FOUNDATION'S BOARD MEMBERS AND THOSE OF HSCSN AND HSCPC SUBJECT TO THE RECOMMENDATIONS AND APPROVAL OF THE FOUNDATION'S BOARD.
SUBSTANTIAL DIRECTION OVER POLICIES/PROGRAMS/ACTIVITIES	SCHEDULE A, PART IV, SECTION E, LINE 3B THE FOUNDATION IS THE PARENT ENTITY OF ITS TWO SUPPORTED ORGANIZATIONS: HSCPC AND HSCSN. THE FOUNDATION APPOINTS AND REMOVES THE BOARD MEMBERS OF HSCPC AND HSCSN. IN ADDITION, THERE IS IMPORTANT OVERLAP AMONG THE SENIOR LEADERSHIP OF THE ORGANIZATION AND HSCPC AND HSCSN. THE FOUNDATION, AS SOLE CORPORATE MEMBER OF HSCPC AND HSCSN, ALSO POSSESSES CERTAIN RESERVED POWERS OVER THOSE ENTITIES, INCLUDING THE POWER TO ESTABLISH THE POLICIES AND GOALS OF EACH ORGANIZATION AND APPROVE AMENDMENTS TO GOVERNING DOCUMENTS AND ORGANIZATIONAL BUDGETS. THUS, AS A TYPICAL PARENT ORGANIZATION IN AN INTEGRATED HEALTHCARE SYSTEM, THE ORGANIZATION EXERCISES A SUBSTANTIAL DEGREE OF DIRECTION OVER THE POLICIES, PROGRAMS, AND ACTIVITIES OF HSCPC AND HSCSN, AND HAS A DIRECT ROLE IN GUIDING THE FINANCIAL, OPERATIONAL, AND STRATEGIC DECISION-MAKING OF HSCPC AND HSCSN. EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION; THEREAFTER AND SIMILAR TO THE ROLE OF THE ORGANIZATION DESCRIBED ABOVE, CHILDREN'S NATIONAL, INCONJUNCTION WITH THE ORGANIZATION, NOW EXERCISES A SUBSTANTIAL DEGREE OF DIRECTION OVER OF THE POLICIES, PROGRAMS AND ACTIVITIES OF THE FOUNDATION AND ITS SUBSIDIARIES AND HAS A ROLE IN GUIDING THE FINANCIAL, OPERATIONAL, AND STRATEGIC DECISION-MAKING OF THE ORGANZATION AND ITS SUBSIDIARIES.

Schedule A (Form 990 or 990-EZ) 2019

Additional Data

Software ID:
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Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2019

Name of the organization

The HSC Foundation

Employer identification number

52-1346603

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019) Page 2

Name of organization The HSC Foundation

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 3

Name of organization The HSC Foundation		Employer identification number 52-1346603

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Page 4


Name of organization The HSC Foundation			Employer identification number 52-1346603
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2019)

Additional Data

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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

The HSC Foundation

Employer identification number

52-1346603

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 .....
b	Buildings ....
c	Leasehold improvements	12,826	4,275	8,551
d	Equipment ....	2,185,338	332,417	1,852,921
e	Other .....	41,174	2,223	38,951
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				1,900,423

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
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

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)DUE FROM AFFILIATES				33,944,904
(2)INVESTMENTS IN SUBSIDIARIES				32,247,158
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				66,192,062

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	0
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	29,198,562
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

LIABILITY FOR UNCERTAIN TAX POSITION (ASC 740)

SCHEDULE D, PART X, LINE 2 THE FOLLOWING IS THE FIN 48 FINANCIAL STATEMENT FOOTNOTE FROM THE CONSOLIDATED FINANCIALS FOR THE HSC FOUNDATION AND SUBSIDIARIES, IN WHICH THE HSC FOUNDATION WAS INCLUDED: THE FOUNDATION, THE CENTER (HSC PC), AND HSCSN HAVE BEEN RECOGNIZED AS PUBLIC CHARITIES GENERALLY EXEMPT FROM FEDERAL INCOME TAXATION UNDERS SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE "CODE"). HOLDINGS HAS BEEN RECOGNIZED AS TAX-EXEMPT UNDER SECTION 501(C)(2) OF THE CODE. HSCS, AND HOME CARE (HSCHC) ARE CONSIDERED DISREGARDED ENTITIES FOR FEDERAL AND STATE INCOME TAX PURPOSES. EACH ORGANIZATION IS SUBJECT TO TAX ON INCOME UNRELATED TO ITS EXEMPT PURPOSE, UNLESS THAT INCOME IS OTHERWISE EXCLUDED BY THE CODE. EACH ORGANIZATION HAS PROCESSES PRESENTLY IN PLACE TO ENSURE THE MAINTENANCE OF ITS TAX-EXEMPT STATUS; TO IDENTIFY AND REPORT UNRELATED INCOME; TO DETERMINE ITS FILING AND TAX OBGLIGATIONS IN JURISDICTIONS FOR WHICH IT HAS NEXUS; AND TO IDENTIFY AND EVALUATE OTHER MATTERS THAT MAY BE CONSIDERED TAX POSITIONS. THE SYSTEM FOLLOWS GUIDANCE THAT CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN, INCLUDING ISSUES RELATING TO FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT. THIS GUIDANCE PROVIDES THAT THE TAX EFFECTS FROM AN UNCERTAIN TAX POSITION CAN ONLY BE RECOGNIZED IN THE FINANCIAL STATEMENTS IF THE POSITION IS "MORE-LIKELY-THAN-NOT" TO BE SUSTAINED IF THE POSITION WERE TO BE CHALLENGED BY A TAXING AUTHORITY. THE ASSESSMENT OF THE TAX POSTION IS BASED SOLELY ON THE TECHNICAL MERITS OF THE POSITION, WITHOUT REGARD TO THE LIKELIHOOD THAT THE TAX POSITION MAYBE CHALLENGED. THE TAX YEARS ENDED DECEMBER 31, 2019, 2018, AND 2017 ARE STILL OPEN TO AUDIT FOR BOTH FEDERAL AND STATE PURPOSES. THE SYSTEM (FOUNDATION) HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS.

Schedule D (Form 990) 2019

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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
The HSC Foundation

Employer identification number
52-1346603

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) BOSTON CHILDREN'S HOSPITAL 401 PARK DRIVE SUITE 7005 BOSTON,MA02115	04-2774441	501(c)(3)	116,878	NATIONAL YOUTH TRANSITIONS INITIATIVE SUPPORT
(2) Advocates for Justice & Education Inc 2041 MLK Jr Ave SE Washington,DC20020	52-1989809	501(c)(3)	6,000	SUPPORT
(3) The Katherine Thomas School 9975 Medical Center Dr Rockville,MD20850	52-0607924	501(c)(3)	6,000	SUPPORT
(4) Cornerstone Montgomery inc 2 Taft Ct Ste 200 Rockville,MD20850	52-0937199	501(c)(3)	6,000	SUPPORT
(5) DC Assoc for Special Education Inc 6200 2nd st NW Washington,DC20011	30-0447044	501(c)(3)	6,000	SUPPORT
(6) Endependence Center of N VA 2300 Clarendon Blvd Ste 305 Arlington,VA22201	54-1302368	501(c)(3)	6,000	SUPPORT
(7) Latin American Youth Center 1419 Columbia Road NW Washington,DC20009	52-1023074	501(c)(3)	6,000	SUPPORT
(8) Montgomery College Foundation Inc 9221 Corporate Blvd Rockville,MD20850	52-1267008	501(c)(3)	6,000	SUPPORT
(9) Potomac Community Resources Inc 9200 Kentsdale Dr Potomac,MD20854	52-2286949	501(c)(3)	6,000	SUPPORT
(10) The Arc of Loudoun 601 Catoctin Circle NE Leesburg,VA20176	54-0835314	501(c)(3)	6,000	SUPPORT
(11) The Arc of Southern Maryland PO Box 1860 Prince Frederick,MD20678	52-1062351	501(c)(3)	6,000	SUPPORT
(12) Upcounty Community Resources Inc PO Box 2982 Germantown,MD20875	46-1746790	501(c)(3)	6,000	SUPPORT
(13) The DC Public Charter School Cooperative 3333 14th st NW Ste 210 Washington,DC20010	52-2260620	501(c)(3)	6,000	SUPPORT
(14) The Ivymount School Inc 11614 seven locks rd Rockville,MD20854	20-1832991	501(c)(3)	6,000	SUPPORT
(15) The Arc of Northern Virginia 2755 Hartland Rd Ste 200 Falls Church,VA22043	54-0675506	501(c)(3)	6,000	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

PROCEDURES FOR MONITORING USE OF GRANT FUNDS

SCHEDULE I, PART I, LINE 2 THE HSC FOUNDATION IS A MEMBER OF THE WASHINGTON REGIONAL ASSOCIATION OF GRANTMAKERS AND UTILIZES THEIR COMMON GRANT APPLICATION AND REPORTING FORMAT; WHEN CONSIDERING A PROGRAM OR INITIATIVE FOR FUNDING SUPPORT, THE FOUNDATION EMPLOYS A GRANT REVIEW QUESTIONNAIRE TO MAKE AN INITIAL ASSESSMENT AND DETERMINE WHETHER A FULL PROPOSAL WILL BE REQUESTED. IF A FULL PROPOSAL IS REQUESTED IT WILL BE REVIEWED BY THE PROGRAM OFFICER AND ONE OTHER SYSTEM STAFF MEMBER UTILIZING A PROPOSAL REVIEW SHEET. AT THE DISCRETION OF THE PROGRAM OFFICER, A SITE VISIT MAY BE CONDUCTED BEFORE A RECOMMENDATION IS SUBMITTED TO THE FOUNDATION'S CEO FOR APPROVAL. ALL GRANT AWARDS REQUIRE THE APPROVAL OF THE FOUNDATION'S CEO.

Schedule I (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

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

The HSC Foundation

Employer identification number

52-1346603

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2019

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Nathaniel Beers Pres & CEO, Board Member	(i) (ii)	510,562 ------------- 98,365	0 ------------- 50,000	0 ------------- 0	30,450 ------------- 4,385	2,108 ------------- 7	543,120 ------------- 152,757	0 ------------- 0
2Victor Fields EVP MANAGED CARE	(i) (ii)	358,489 ------------- 0	0 ------------- 0	0 ------------- 0	26,475 ------------- 0	12,057 ------------- 0	397,021 ------------- 0	0 ------------- 0
3Kimberly Brown VP Finance/Int CFO to 11/1/19	(i) (ii)	231,324 ------------- 0	0 ------------- 0	0 ------------- 0	11,303 ------------- 0	7,855 ------------- 0	250,482 ------------- 0	0 ------------- 0
4Debbie Holson COO, Pediatric Center	(i) (ii)	263,668 ------------- 0	0 ------------- 0	0 ------------- 0	28,946 ------------- 0	10,057 ------------- 0	302,671 ------------- 0	0 ------------- 0
5Patricia Austin COO, Home Care	(i) (ii)	270,687 ------------- 0	0 ------------- 0	0 ------------- 0	28,946 ------------- 0	1,520 ------------- 0	301,153 ------------- 0	0 ------------- 0
6Donna Anthony EVP, Clinical Strategies	(i) (ii)	345,110 ------------- 0	0 ------------- 0	0 ------------- 0	29,965 ------------- 0	12,274 ------------- 0	387,349 ------------- 0	0 ------------- 0
7Emmanuel Abimola VP Clinical Svc & Perform Mgmt	(i) (ii)	170,011 ------------- 0	0 ------------- 0	0 ------------- 0	10,157 ------------- 0	8,086 ------------- 0	188,254 ------------- 0	0 ------------- 0
8Bradley Weaver FMR EVP, MNGD Care to 9/20/18	(i) (ii)	0 ------------- 0	0 ------------- 0	155,021 ------------- 0	0 ------------- 0	0 ------------- 0	155,021 ------------- 0	0 ------------- 0
9Giselle Jones Senior VP, Human Resources	(i) (ii)	266,829 ------------- 0	0 ------------- 0	0 ------------- 0	12,057 ------------- 0	2,700 ------------- 0	281,586 ------------- 0	0 ------------- 0
10David Bishop VP, Information Technology	(i) (ii)	218,536 ------------- 0	0 ------------- 0	0 ------------- 0	10,443 ------------- 0	0 ------------- 0	228,979 ------------- 0	0 ------------- 0
11Josephine Bias Robinson EVP, External Affairs	(i) (ii)	327,550 ------------- 0	0 ------------- 0	0 ------------- 0	13,230 ------------- 0	0 ------------- 0	340,780 ------------- 0	0 ------------- 0
12Saima Ali Sr. Dir. Strategic Finance	(i) (ii)	164,929 ------------- 0	0 ------------- 0	0 ------------- 0	8,253 ------------- 0	12,707 ------------- 0	185,889 ------------- 0	0 ------------- 0
13Thomas W Chapman Fmr Pres & CEO to 4/30/17	(i) (ii)	0 ------------- 0	0 ------------- 0	145,373 ------------- 0	0 ------------- 0	0 ------------- 0	145,373 ------------- 0	0 ------------- 0
14Yair Inspektor VP LEGAL	(i) (ii)	190,112 ------------- 0	0 ------------- 0	0 ------------- 0	7,800 ------------- 0	6,500 ------------- 0	204,412 ------------- 0	0 ------------- 0
15Lisa Proctor VP, EXTERNAL AFFAIRS	(i) (ii)	161,126 ------------- 0	0 ------------- 0	0 ------------- 0	8,410 ------------- 0	7,097 ------------- 0	176,633 ------------- 0	0 ------------- 0
16ALEC KING TREASURER FROM 9/1/19	(i) (ii)	0 ------------- 655,110	0 ------------- 629,498	0 ------------- 123,254	0 ------------- 14,000	0 ------------- 26,127	0 ------------- 1,447,989	0 ------------- 79,685
17MARY ANNE HILLIARD SECRETARY FROM 9/1/19	(i) (ii)	0 ------------- 482,118	0 ------------- 263,608	0 ------------- 77,598	0 ------------- 14,000	0 ------------- 18,736	0 ------------- 856,060	0 ------------- 50,567
18ROSE ALFORD EXEC. ASSISTANT TO PRES/CFO	(i) (ii)	0 ------------- 151,389	0 ------------- 0	0 ------------- 0	0 ------------- 7,229	0 ------------- 0	0 ------------- 158,618	0 ------------- 0

Schedule J (Form 990) 2019

Page 3

Part III

Supplemental Information

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

Return Reference

Explanation

SEVERANCE OR CHANGE-OF-CONTROL PAYMENT

SCHEDULE J, PART I, LINE 4A DURING THE YEAR ENDED DECEMBER 31, 2019, CERTAIN INDIVIDUALS RECEIVED SEVERANCE PAYMENTS. THESE AMOUNTS ARE REPORTED AS TAXABLE COMPENSATION AND REPORTED ON SCHEDULE J, PART II, LINE B(III), OTHER REPORTABLE COMPENSATION. THE INDIVIDUALS AND AMOUNTS ARE LISTED BELOW: BRADLEY WEAVER $155,021

SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN

SCHEDULE J, PART I, LINE 4B THE ORGANIZATION MAINTAINS A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) AS PART OF THE TOTAL COMPENSATION ARRANGEMENT FOR THE ORGANIZATION'S FORMER CEO, THOMAS CHAPMAN. THE SERP PLAN IS MEANT TO PROVIDE THOMAS CHAPMAN WITH A RETIREMENT BENEFIT FOR OVER 20 YEARS OF SERVICE PROVIDED TO THE RELATED ORGANIZATION. THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE HAS CAREFULLY REVIEWED AND APPROVED THE SERP PLAN FOR THOMAS CHAPMAN AND CONCLUDED THAT THOMAS CHAPMAN'S ENTIRE COMPENSATION PACKAGE, INCLUDING THE BENEFITS PROVIDED BY THE SERP PLAN, IS REASONABLE WHEN COMPARED TO MARKET DATA.

Schedule J (Form 990) 2019

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 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

The HSC Foundation

Employer identification number

52-1346603

Return Reference	Explanation
CHANGE IN CORPORATE STRUCTURE	ON SEPTEMBER 1, 2019, CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL) BECAME THE SOLE MEMBER OF THE HSC FOUNDATION (THE FOUNDATION). CHILDREN'S NATIONAL IS A DISTRICT OF COLUMBIA TAX-EXEMPT, NONSTOCK CORPORATION WHO ALONG WITH ITS SUBSIDIARIES, PROVIDE HEALTH CARE SERVICES TO INFANTS, CHILDREN, AND YOUTH IN THE DISTRICT OF COLUMBIA AND THE SURROUNDING METROPOLITAN AREA. NO CONSIDERATION WAS PAID BY CHILDREN'S NATIONAL. PROGRAM SERVICE ACTIVITY 2 FORM 990, PART III, LINE 4B THE FOUNDATION PROVIDED SEVEN SPONSORSHIPS TO ORGANIZATIONS SERVING PEOPLE WITH DISABILITIES THROUGHOUT THE DC METROPOLITAN AREA. THE FOUNDATION PROVIDED PROJECT FUNDING TO ENGAGE HEALTH CARE PROVIDERS AND ORGANIZATIONS TO SUPPORT EFFORTS TO DEVELOP THE SKILLS AND ABILITIES OF COMMUNITY HEALTH WORKERS WHO ASSIST CHILDREN AND YOUTH WITH SPECIAL HEALTH CARE NEEDS BY PROVIDING THEM HIGH QUALITY TRAINING AND MENTORING SUPPORT.
DELEGATE BROAD AUTHORITY TO A COMMITTEE	FORM 990, PART VI, LINE 1A UNDER THE FOUNDATION'S PRIOR BYLAWS, AND UNTIL SEPTEMBER 1, 2019, THE EXECUTIVE COMMITTEE SHALL HAVE THE POWER TO EXERCISE EACH AND ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE SAME MANNER AND TO THE SAME EXTENT AS IF THE COMMITTEE WERE IN FACT THE BOARD OF DIRECTORS, PROVIDED THAT ANY ACTION TAKEN SHALL NOT CONFLICT WITH PREVIOUSLY ESTABLISHED POLICIES OR DIRECTIVES OF THE BOARD. HOWEVER, NOTHING CONTAINED IN THESE BYLAWS SHALL CONSTITUTE A DELEGATION TO THE EXECUTIVE COMMITTEE OF THE FOLLOWING POWERS OF THE BOARD OF DIRECTORS: TO INCREASE OR DECREASE THE NUMBER OF DIRECTORS; TO FILL VACANCIES ON OR REMOVE DIRECTORS FROM THE BOARD; TO ELECT OFFICERS; TO FILL OFFICERS' VACANCIES; TO REMOVE OFFICERS; TO SELL, ENCUMBER OR OTHERWISE DISPOSE OF ALL OR ANY MATERIAL PART OF THE ASSETS OF THE CORPORATION; TO MERGE OR CONSOLIDATE THE CORPORATION WITH ANOTHER ENTITY; OR TO AMEND THESE BYLAWS. ALL EXECUTIVE COMMITTEE MINUTES WILL BE PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO THE NEXT MEETING OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRMAN, VICE CHAIRMAN, SECRETARY AND TREASURER OF THE CORPORATION AND UP TO FOUR (4) ADDITIONAL AT-LARGE MEMBERS WHO MAY BE APPOINTED BY THE CHAIRMAN OF THE BOARD, IN HIS OR HER DISCRETION. THE PRESIDENT SHALL BE AN EX OFFICIO MEMBER OF THE COMMITTEE. EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL) BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. UPON THAT AFFILIATION, THE EXISTING BOARD COMMITTEES BECAME ADVISORY ONLY. SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS FORM 990, PART VI, LINE 4 ON SEPTEMBER 1, 2019, THE HSC FOUNDATION (THE ORGANIZATION) AFFILIATED WITH CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL). IN ACCORDANCE WITH AN AFFILIATION AGREEMENT BY AND BETWEEN THE ORGANIZATION AND CHILDREN'S NATIONAL, CHILDREN'S NATIONAL BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. THE ORGANIZATION AMENDED AND RESTATED ITS ARTICLES OF INCORPORATION AND BYLAWS TO DESIGNATE CHILDREN'S NATIONAL AS ITS SOLE MEMBER. ADDITIONALLY, THE ORGANIZATION AMENDED AND RESTATED ITS BYLAWS TO COMPLY WITH CHILDREN'S NATIONAL'S SYSTEM OF GOVERNANCE. UNDER CHILDREN'S NATIONAL'S SYSTEM OF GOVERNANCE, CHILDREN'S NATIONAL RETAINS CERTAIN AUTHORITY OVER SUBSIDIARY ENTITIES. THE RETENTION OF AUTHORITY INCLUDES ITEMS SUCH AS: THE AUTHORITY TO AMEND A SUBSIDIARY'S GOVERNING DOCUMENTS, AUTHORIZE THE SALE OF SUBSTANTIALLY ALL ASSETS, APPOINT/REMOVE OFFICERS AND DIRECTORS, APPROVE BUDGETS, SET SIGNATURE AUTHORITY, AND ADOPT AN ENTERPRISE-WIDE COMPLIANCE PLAN. THE AFFILIATION AGREEMENT AND THE ORGANIZATION'S AMENDED AND RESTATED BYLAWS ANTICIPATE A FIVE-YEAR INTEGRATION PERIOD, DURING SUCH PERIOD THE ORGANIZATION AND CHILDREN'S NATIONAL WILL SHARE RESPONSIBILITY FOR CERTAIN AUTHORITIES THAT ARE OTHERWISE SET UNDER THE SYSTEM OF GOVERNANCE. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 ON SEPTEMBER 1, 2019, THE ORGANIZATION AFFILIATED WITH CHILDREN'S NATIONAL. AS OF THAT DATE, CHILDREN'S NATIONAL IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. MEMBER'S POWER TO APPOINT ONE OR MORE MEMBERS OF THE GOVERNING BODY FORM 990, PART VI, LINE 7A ON SEPTEMBER 1, 2019, THE ORGANIZATION AFFILIATED WITH CHILDREN'S NATIONAL. EFFECTIVE SEPTEMBER 1, 2019 AND FOR A PERIOD OF FIVE YEARS THEREAFTER, THE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY TOGETHER WITH THE BOARD OF CHILDREN'S NATIONAL APPOINT THE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY. AFTER SEPTEMBER 1, 2024, CHILDREN'S NATIONAL WILL APPOINT MEMBERS OF THE ORGANIZATION'S GOVERNING BODY. MEMBER'S AUTHORITY TO APPROVE CERTAIN GOVERNANCE DECISIONS. FORM 990, PART VI, LINE 7B ON SEPTEMBER 1, 2019, AND BY MEANS OF AN AFFILIATION AGREEMENT, THE ORGANIZATION AFFILIATED WITH CHILDREN'S NATIONAL. EFFECTIVE AS OF THAT DATE, THE ORGANIZATION AMENDED AND RESTATED ITS BYLAWS TO COMPLY WITH CHILDREN'S NATIONAL'S SYSTEM OF GOVERNANCE. UNDER CHILDREN'S NATIONAL'S SYSTEM OF GOVERNANCE, CHILDREN'S NATIONAL RETAINS CERTAIN AUTHORITY OVER SUBSIDIARY ENTITIES. THE RETENTION OF AUTHORITY INCLUDES ITEMS SUCH AS: THE AUTHORITY TO AMEND A SUBSIDIARY'S GOVERNING DOCUMENTS, AUTHORIZATION OF THE SALE OF SUBSTANTIALLY ALL ASSETS, APPOINT/REMOVE OFFICERS AND DIRECTORS, APPROVE BUDGETS, SET SIGNATURE AUTHORITY, AND ADOPT AN ENTERPRISE-WIDE COMPLIANCE PLAN. THE AFFILIATION AGREEMENT AND THE ORGANIZATION'S AMENDED AND RESTATED BYLAWS ANTICIPATE A FIVE-YEAR INTEGRATION PERIOD, DURING SUCH PERIOD THE ORGANIZATION AND CHILDREN'S NATIONAL WILL SHARE RESPONSIBILITY FOR CERTAIN AUTHORITIES THAT ARE OTHERWISE SET UNDER THE SYSTEM OF GOVERNANCE. AFTER SEPTEMBER 1, 2024, CHILDREN'S NATIONAL WILL HAVE SOLE RESPONSIBILITY FOR AUTHORITY THAT IS RESERVED UNDER THE SYSTEM OF GOVERNANCE.
REVIEW OF FORM 990 BY GOVERNING BODY	FORM 990, PART VI, LINE 11B EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. ACCORDINGLY, THIS FORM 990 IS PREPARED BY AN ACCOUNTING FIRM AND THEN REVIEWED BY SENIOR LEADERSHIP INCLUDING THE CFO OF THE HSC FOUNDATION AS WELL AS THE CFO OF CHILDREN'S NATIONAL. ONCE COMMENTS HAVE BEEN INCORPORATED INTO THE FORM 990, THE FORM 990 IS MADE AVAILABLE TO THE GOVERNING BODY.
CONFLICT OF INTEREST POLICY	FORM 990, PART VI, LINE 12C PRIOR TO SEPTEMBER 1, 2019, THE HSC FOUNDATION (THE FOUNDATION) MAINTAINED A WRITTEN CONFLICT OF INTEREST POLICY THAT COVERS ITSELF AND ALL OF ITS DIRECT AND INDIRECT SUBSIDIARIES. UNDER THAT POLICY, WHENEVER A POTENTIAL CONFLICT ARISES FOR THE FOUNDATION BOARD OF DIRECTORS AND OFFICERS, IT IS BROUGHT TO THE ATTENTION OF THE PRESIDENT AND EXECUTIVE COMMITTEE OF THE FOUNDATION BOARD, WHICH ANALYZES THE SITUATION AND MAKES A DETERMINATION OF WHETHER OR NOT AN ACTUAL CONFLICT EXISTS. IF IT IS DETERMINED THAT AN ACTUAL CONFLICT EXISTS, THE PRESIDENT AND EXECUTIVE COMMITTEE REPORTS TO THE FOUNDATION BOARD REGARDING THE NATURE OF THE CONFLICT AND THAT PERSON IS THEREAFTER RECUSED FROM ANY DISCUSSION AND VOTE REGARDING THAT MATTER. WHENEVER A POTENTIAL CONFLICT ARISES FOR EMPLOYEES OF THE FOUNDATION MANAGEMENT TEAM, IT WILL BE BROUGHT TO THE BOARD CHAIR BY THE PRESIDENT WHICH ANALYZES THE SITUATION AND MAKES A DETERMINATION OF WHETHER OR NOT AN ACTUAL CONFLICT EXISTS. IF IT IS DETERMINED THAT AN ACTUAL CONFLICT EXISTS, STEPS WILL BE TAKEN TO ELIMINATE THE CONLFLICT AND COMMUNICATED TO THE EMPLOYEE INVOLVED. THE BOARD CHAIR AND PRESIDENT WILL REPORT ALL CONFLICTS TO THE EXECUTIVE COMMITTEE OF FOUNDATION. EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL) BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION, THEREAFTER THE ORGANIZATION AND ITS SUBSIDIARIES BECAME SUBJECT TO THE CONFLICTS OF INTEREST POLICY OF CHILDREN'S NATIONAL. THAT POLICY IS SUBSTANTIALLY SIMILAR TO THE PROCESS SETOUT ABOVE; PROVIDED HOWEVER, THE CHILDREN'S NATIONAL POLICY REQUIRES THE COMPLETION OF AN ANNUAL CONFLICT OF INTEREST DISCLOSURE FORM, AND, IF APPLICABLE A CONFLICT MANAGEMENT PLAN IS IMPLEMENTED INCONJUCTION WITH THE COMPLIANCE OFFICER OF CHILDREN'S NATIONAL.
GOVERNING POLICIES	FORM 990, PART VI, LINES 13 & 14 EFFECTIVE SEPTEMBER 1, 2019, THE HSC FOUNDATION IS GOVERNED BY THE POLICIES OF ITS PARENT, CHILDREN'S NATIONAL. THESE POLICIES INCLUDE A WRITTEN WHISTLEBLOWER POLICY AND A WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY.
PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL	FORM 990, PART VI, LINES 15A & 15B ON AN ANNUAL BASIS, THE HSC FOUNDATION USES A FOUR STEP APPROACH TO EXECUTIVE COMPENSATION OF ITS TOP MANAGEMENT OFFICIAL AND THE FOUNDATION'S OTHER OFFICERS AND KEY EMPLOYEES: 1. THE EXECUTIVE COMMITTEE IS MADE UP OF INDEPENDENT BOARD MEMBERS WITHOUT A CONFLICT OF INTEREST. THE COMMITTEE ESTABLISHES AND DETERMINES THE REASONABLENESS OF TOTAL COMPENSATION FOR THE SYSTEM'S DISQUALIFIED EXECUTIVES AND FORWARDS PROPOSED COMPENSATION TO THE FULL BOARD FOR APPROVAL. 2. PERIODICALLY, THE EXECUTIVE COMMITTEE WILL ENGAGE AN INDEPENDENT CONSULTANT TO PREPARE A DETAILED WRITTEN REPORT ON APPROPRIATE COMPARABILITY DATA FOR COMPARABLE POSITIONS. 3. THE EXECUTIVE COMMITTEE REVIEWS AND RELIES UPON THE REPORT OF THE INDEPENDENT CONSULTANT, ALONG WITH OTHER INDIVIDUAL AND MARKET DATA, THEN DEBATES AND FULLY DOCUMENTS ITS DECISION ABOUT WHAT IS REASONABLE COMPENSATION FOR DISQUALIFIED EXECUTIVES. 4. ONCE THE EXECUTIVE COMMITTEE DEVELOPS EXECUTIVE COMPENSATION RECOMMENDATIONS, THEY ARE PRESENTED TO THE SYSTEM'S FULL BOARD FOR RATIFICATION. EFFECTIVE SEPTEMBER 1, 2019, CHILDREN'S NATIONAL MEDICAL CENTER (CHILDREN'S NATIONAL) BECAME THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. COMMENCING IN 2020, THE ORGANIZATION AND ITS AFFILIATES WILL ADOPT THE EXECUTIVE COMPENSATION PRACTICE AND APPROVAL PROCESS OF CHILDREN'S NATIONAL.
REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC	FORM 990, PART VI, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE ALL AVAILABLE TO THE PUBLIC UPON REQUEST.
Other Changes in Net Assets or Fund Balances	Form 990, Part XI, Line 9 Business Combination - Fair Value Adjustment ($150,756) Investment in Subsidiaries $32,247,187 -------------------------------------------- ------------------ Total $32,096,431
FORM 990 PART IX LINE 11G	DESCRIPTION:CONSULTING TOTAL FEES:1135933
FORM 990 PART IX LINE 11G	DESCRIPTION:CONTRACT SERVICES TOTAL FEES:5578349

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:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" 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

The HSC Foundation

Employer identification number

52-1346603

Part I

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

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) HSC Home Care LLC 111 MICHIGAN AVE NW Washington,DC20010 26-3268942	Healthcare	DC	12,197,455	10,523,301	HSCS
(2) HSC Services LLC 1731 Bunker Hill Rd NE Washington,DC20017 26-3268864	Ltd Coop Assc	DC			HSC Fdn
(3) Coordination Plus at HSC LLC 1101 Vermont Ave NW Washington,DC20005 81-4863936	Inactive	DC			HSCS

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)The Hospital for Sick Children 111 MICHIGAN AVE NW Washington,DC20010 53-0204670	Hospital	DC	501(c)(3)	3	HSC Fndn		No
(2)Health SVCS for Children W Spec Needs 1101 Vermont Ave NW Ste 1200 Washington,DC20005 52-1862406	Healthcare	DC	501(c)(3)	10	HSC Fndn		No
(3)2013 Holdings Inc 111 MICHIGAN AVE NW Washington,DC20010 27-2882469	Holding Co.	DC	501(c)(2)	N/A	HSC Fndn		No
(4)CHILDREN'S HOSPITAL FOUNDATION 111 MICHIGAN AVENUE NW Washington,DC20010 52-1640402	Fundraising	DC	501(c)(3)	7	CNMC		No
(5)CHILDREN'S NATIONAL MEDICAL CENTER 111 MICHIGAN AVENUE NW Washington,DC20010 52-1640403	Healthcare	DC	501(c)(3)	12-III FI	NA		No
(6)SAFE KIDS WORLDWIDE 1255 23rd Street NW Washington,DC20037 52-1627574	INJURY PRVNTN	DC	501(c)(3)	7	CNMC		No
(7)CHILDREN'S HOSPITAL SELF-INSURANCE TRUST 111 MICHIGAN AVENUE NW Washington,DC20010 52-1640399	Insurance	DC	501(c)(3)	12-III FI	CH		No
(8)CHILDREN'S HOSPITAL 111 MICHIGAN AVENUE NW Washington,DC20010 53-0196580	Healthcare	DC	501(c)(3)	3	CNMC		No
(9)BRAINY CAMPS ASSOCIATION 111 MICHIGAN AVENUE NW Washington,DC20010 27-1547370	Child Camps	DC	501(c)(3)	12-I	CH		No
(10)CHILDREN'S NAT'L ADVOC & PUBLIC POLICY 111 MICHIGAN AVENUE NW Washington,DC20010 27-1564354	Advocacy	DC	501(c)(3)	12-II	CNMC		No
(11)CHILDREN'S SCHOOL SERVICES 111 MICHIGAN AVENUE NW Washington,DC20010 81-4291601	Nursing Svcs	DC	501(c)(3)	12-I	CNMC		No
(12)CHILDREN'S RESEARCH INSTITUTE 111 MICHIGAN AVENUE NW Washington,DC20010 52-1654453	Research	DC	501(c)(3)	10	CNMC		No

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) CPA 111 MICHIGAN AVE NW WASH,DC20010 52-2072589	HEALTH CARE	DC	NA	N/A
(2) 5253 NMTC LLC 111 MICHIGAN AVE NW WASH,DC20010 83-2873855	PROPERTY MGMT	DC	NA	N/A
(3) 5253 HTC LLC 111 MICHIGAN AVE NW WASH,DC20010 83-3044006	PROPERTY MGMT	DC	NA	N/A
(4) 54 NMTC LLC 111 MICHIGAN AVE NW WASH,DC20010 83-3358685	PROPERTY MGMT	DC	NA	N/A
(5) 54 HTC LLC 111 MICHIGAN AVE NW WASH,DC20010 83-3385522	PROPERTY MGMT	DC	NA	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	(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) CHILDREN'S NATIONAL HEALTH NETWORK 111 MICHIGAN AVENUE NW WASHINGTON,DC20010 52-1996521	HEALTH CARE	DC	NA	C Corp				No
(2) BEARACUDA RE PO BOX 69 KY1-1102 GRAND CAYMAN CJ	REINSURANCE	CJ	NA	C Corp				No
(3) PEDIATRIC HEALTH NETWORK INC 111 MICHIGAN AVE NW WASHINGTON,DC20010 83-3415276	HEALTH CARE	DC	NA	C Corp				No
(4) BUILDING 5253 MANAGING MEMBER LLC 111 MICHIGAN AVE NW WASHINGTON,DC20010 83-2801690	PROPERTY MGMT	DC	NA	C CORP				No
(5) BUILDING 54 MANAGING MEMBER LLC 111 MICHIGAN AVE NW WASHINGTON,DC20010 83-3272918	PROPERTY MGMT	DC	NA	C CORP				No

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

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

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

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

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

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

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

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

Yes

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

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

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

Yes

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

Yes

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

Yes

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

Yes

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

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

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

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) 2013 Holdings Inc	q	2,669	Cost
(2) Health Svcs for Children with Special Needs	q	2,886,157	Cost
(3) Health Svcs for Children with Special Needs	p	32,573	Cost
(4) The Hospital For Sick Children	q	3,111,825	Cost
(5) The Hospital For Sick Children	p	2,071,728	Cost
(6) 2013 Holdings Inc	k	220,070	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:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE AND COORDINATE INNOVATIVE, HIGH QUALITY, COMMUNITY-BASED CARE FOR INDIVIDUALS WITH COMPLEX NEEDS AND THEIR FAMILIES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	9
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	329
6	Total number of volunteers (estimate if necessary) .............	6	9
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	-34,560
b	Net unrelated business taxable income from Form 990-T, line 39 .........	7b	-50,598

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	18,600	5,555
9	Program service revenue (Part VIII, line 2g) .........	13,024,922	12,187,508
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,945,193	3,128,514
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-9,404	7,977
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	14,979,311	15,329,554
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	219,651	210,878
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	18,666,795	17,812,226
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	-3,100,992	-3,699,294
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	15,785,454	14,323,810
19	Revenue less expenses. Subtract line 18 from line 12.......	-806,143	1,005,744
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	114,904,707	126,445,277
21	Total liabilities (Part X, line 26).............	61,800,203	33,534,911
22	Net assets or fund balances. Subtract line 21 from line 20.....	53,104,504	92,910,366

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 6,753,287 including grants of $ 0 ) (Revenue $ 12,187,508 )
	HSC HOME CARE, LLC, (HSCHC) A DISREGARDED ENTITY OF THE ORGANIZATION, OFFERS SKILLED NURSING SERVICES, HOME HEALTH AIDE AND PERSONAL CARE AID SERVICES, RESPITE CARE, REHABILITATIVE THERAPIES, LICENSED CLINICAL SOCIAL WORKERS, WELL MOM AND BABY VISITS, INTERMITTENT INTRAVENOUS SERVICES, AND EDUCATION FOR PATIENT, PATIENT FAMILY, AND CAREGIVER. DURING 2019, HSC HOME CARE PROVIDED HOME VISITS TO PRIMARILY MEDICAID PEDIATRIC PATIENTS IN THE DC METROPOLITAN AREA. THERE WERE 28,155 SKILLED NURSING VISITS AND 9,898 HOME HEALTH AIDE VISITS. HSC HOME CARE ALSO HAD 969 OT, PT, SPEECH THERAPY AND SOCIAL WORK VISITS.

4b	(Code: ) (Expenses $ 1,240,901 including grants of $ 210,878 ) (Revenue $ 0 )
	THE FOUNDATION PARTICIPATED IN OR FUNDED ACTIVITIES RELATED TO COALITION BUILDING AND COMMUNITY HEALTH IMPROVEMENT ACTIVITIES. SEE SCHEDULE O FOR EXAMPLES OF THOSE ACTIVITIES.

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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses7,994,188

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	3,779,327	2,530,940	393,880

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	5,555

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

h Total. Add lines 1a-1f.......		5,555

		Business Code
2a	PATIENT SERVICE REVENUE	621400	12,187,508	12,187,508	0	0
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		12,187,508

3 Investment income (including dividends, interest, and othersimilar amounts) ......			1,129,969		-34,560	1,164,256
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(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).......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	23,637,000	21,741,538	7a
b	Less: cost or other basis and sales expenses	23,662,023	19,717,970	7b
c	Gain or (loss)	-25,023	2,023,568	7c
d	Net gain or (loss).........			1,998,545			1,998,545
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a	OTHER REVENUE		900099	7,977	0	0	7,977
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			7,977
12	Total revenue. See instructions.....			15,329,554	12,187,508	-34,560	3,170,778

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	210,878	210,878
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	2,895,343	289,534	2,605,809
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	0
7	Other salaries and wages........	12,155,620	5,784,176	6,371,444
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	581,826	179,976	401,850
9	Other employee benefits .......	1,167,456	335,613	831,843
10	Payroll taxes ...........	1,011,981	479,383	532,598
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,175,417		1,175,417
c	Accounting ...........	404,822		404,822
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	19,098		19,098
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	6,714,282	414,606	6,299,676
12	Advertising and promotion ....	171,588	37,541	134,047
13	Office expenses .......	361,427	87,213	274,214
14	Information technology ......	2,012,902		2,012,902
15	Royalties ..	0
16	Occupancy ...........	847,154		847,154
17	Travel ............	87,373	9,899	77,474
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	40,648	20,377	20,271
20	Interest ...........	205,353		205,353
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	797,760		797,760
23	Insurance ...	-182,942	96,786	-279,728
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	SHARED SERVICE ALLOCATION	-17,011,596	0	-17,011,596	0
b	BOOKS, JOURNALS, DUES, SUBSC	32,880	3,382	29,498	0
c	FOOD	53,060	7,062	45,998	0
d	MEDICAL SUPPLIES	5,884	5,618	266	0
e	All other expenses	565,596	32,144	533,452
25	Total functional expenses. Add lines 1 through 24e	14,323,810	7,994,188	6,329,622	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 ........			8,941,338	1	7,644,757
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			3,472,011	4	2,143,906
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) ...
				0	6	0
7	Notes and loans receivable, net ...........			0	7	0
8	Inventories for sale or use ............			0	8	0
9	Prepaid expenses and deferred charges ......			362,067	9	654,104
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,239,338
b	Less: accumulated depreciation	10b	338,915	2,693,055	10c	1,900,423
11	Investments—publicly traded securities .			57,233,109	11	43,814,366
12	Investments—other securities. See Part IV, line 11 .....			5,074,071	12	4,095,659
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			37,129,056	15	66,192,062
16	Total assets. Add lines 1 through 15 (must equal line 33)...			114,904,707	16	126,445,277

17	Accounts payable and accrued expenses .....	4,076,516	17	4,336,349
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
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 .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	9,466,667	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	48,257,020	25	29,198,562
26	Total liabilities. Add lines 17 through 25..	61,800,203	26	33,534,911

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	53,104,504	27	92,910,366
28	Net assets with donor restrictions ...........	0	28	0
	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 ...........	53,104,504	32	92,910,366
33	Total liabilities and net assets/fund balances ........	114,904,707	33	126,445,277