Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (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) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
NorthShore University HealthSystem |
362167060 | 3 | Yes | 0 | 0 | |
| (B)
Northwest Community Hospital |
362340313 | 3 | Yes | 0 | 0 | |
| (C)
Northwest Community Hospital Foundation |
363125193 | 7 | Yes | 0 | 0 | |
| (D)
Swedish Covenant Hospital Foundation |
205055155 | 7 | Yes | 0 | 0 | |
| (E)
Swedish Covenant Health |
362179813 | 3 | Yes | 0 | 0 | |
| (F)
Edward Hospital |
363297173 | 3 | Yes | 0 | 0 | |
| (G)
Naperville Psychiatric Ventures |
363965251 | 3 | Yes | 0 | 0 | |
| (H)
Elmhurst Memorial Hospital |
362167784 | 3 | Yes | 0 | 0 | |
| (I)
Elmhurst Memorial Hospital Foundation |
363083197 | 7 | Yes | 0 | 0 | |
| (J)
Edward Health and Fitness Center |
363555528 | 9 | Yes | 0 | 0 | |
| (K)
Edward Foundation |
363723705 | 7 | Yes | 0 | 0 | |
| (L)
Edward Ambulance Services LLC |
452389060 | 9 | Yes | 0 | 0 | |
|
Total 12
|
0 | 0 | ||||
Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 on 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.).. | ||||||
| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, 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 2022. 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 2023. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Schedule A, Part IV, Section A, Line 5a Added, Substituted, or Removed Sup. Org. | NS-EE Holdings was incorporated to serve as the parent of a newly-integrated health care system, which was created through an affiliation between Edward-Elmhurst Health and NorthShore University HealthSystem. The affiliation was implemented as of January 1, 2022 and NS-EE Holdings became operational as of that date. The governing documents were amended on January 13, 2022 and listed the Supported Organizations by name, as follows: - NorthShore University HealthSystem (EIN: 36-2167060) - Northwest Community Hospital (EIN: 36-2340313) - Northwest Community Hospital Foundation (EIN: 36-3125193) - Swedish Covenant Hospital Foundation (EIN: 20-5055155) - Swedish Covenant Health (EIN: 36-2179813) - Edward Hospital (EIN: 36-3297173) - Naperville Psychiatric Ventures (EIN: 36-3965251) - Elmhurst Memorial Hospital (EIN: 36-2167784) - Elmhurst Memorial Hospital Foundation (EIN: 36-3083197) - Edward Health and Fitness Center (EIN: 36-3555528) - Edward Foundation (EIN: 36-3723705) - Edward Ambulance Services LLC (EIN: 45-2389060) |
| Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies | NS-EE Holdings was incorporated to serve as parent of a newly-integrated health care system, which was created through an affiliation between Edward-Elmhurst Health and NorthShore University HealthSystem. The affiliation was implemented as of January 1, 2022, and NS-EE Holdings became operational as of that date. The officers, directors, or trustees of the Supported Organizations have a significant voice in the investment policies, the timing and making of grants, the selection of grant recipients, and in otherwise directing the use of NS-EE Holdings' income or assets based on the close and continuous relationship between NS-EE Holdings and the Supported Organizations. For instance, the management personnel for the Supported Organizations are, in some cases, the same individuals holding corporate or administrative officer positions with respect to NS-EE Holdings, and in all other cases, are directly or indirectly accountable to NS-EE Holdings' corporate or administrative officers. Additionally, NS-EE Holdings will provide administrative services on a Health System-wide basis, including as to each of the Supported Organizations. This will ensure that there is regular communication and coordination between NS-EE Holdings and the Supported Organizations regarding the needs of the Health System and the Supported Organizations, and that the officers, directors, or trustees of the Supported Organizations will have a significant voice in the investment policies, the timing and making of grants, the selection of grant recipients, and in otherwise directing the use of NS-EE Holdings' income or assets. |
| Schedule A, Part IV, Section E, Line 3a Power To Appoint/Elect Majority of Officer/Director/Trustee | NS-EE Holdings serves as the parent of the Supported Organizations and controls the appointment and removal of the governing boards and officers of the Supported Organizations. |
| Schedule A, Part IV, Section E, Line 3b Substantial Direction Over Policies/Programs/Activities | Under revised governing documents adopted by the Supported Organizations, Edward-Elmhurst Health and NorthShore University HealthSystem, NS-EE Holdings holds substantial reserved powers over the Supported Organizations. Specifically, the President & CEO of NS-EE Holdings (or his/her designees) will exercise the following powers, unless such powers are otherwise reserved to the NS-EE Holdings Board of Directors: - Develop, approve and modify annual operating and capital budgets and strategic plans for the Supported Organizations for ratification by the Board of Directors; - Determine all material changes in the clinical programs and services to be provided by the Supported Organizations, including the establishment, expansion, reconfiguration, reduction or discontinuation of clinical programs and services; - Any discontinuation of a "category of service" (as defined by the Illinois Health Facilities Services Review Board) and any closure or permanent repurposing of any material licensed health care facility owned or operated by the Supported Organizations; - Initiate and/or approve amendments or restatements of the governing documents of the Supported Organizations; - Establish or change existing medical education programs; - Approve indebtedness and unbudgeted capital or operating expenditures above a designated dollar threshold set for the Supported Organizations by NS-EE Holdings from time to time; - Establish, amend or terminate third-party payor relationships of the Supported Organizations; - Approve ordinary course of business contractual relationships between the Supported Organizations and a third party involving: (1) consideration in excess of a designated dollar threshold set for the Supported Organizations by NS-EE Holdings from time to time, (2) a restrictive covenant applicable to the Supported Organizations; or (3) a term in excess of three (3) years that cannot be terminated without cause; - Approve any changes to any of the NS-EE Holdings' (subject to the powers delegated to the Compensation Committee of the Board of Directors) or Supported Organizations' employee benefit or compensation plans or executive agreements; - Approve any agreement involving the licensing of trademarks or intellectual property to or from a third party; - Hire, terminate and evaluate the terms of employment for each Supported Organization's President and Chief Executive Officer, as applicable for each Supported Organization; - Approve any real property acquisitions, dispositions or lease transactions of the Supported Organizations above a designated dollar threshold set for the Supported Organizations by NS-EE Holdings from time to time, as well as any mortgage or encumbrance of real property of the Supported Organizations above a designated dollar threshold set for the Supported Organizations by NS-EE Holdings from time to time; - Evaluate and approve any acquisition, affiliation, joint venture, merger, corporate consolidation or restructuring, sale of all or substantially all of the assets or similar transaction by or involving the Supported Organizations, as well as any dissolution, liquidation or termination of any affiliation or joint venture by or involving the Supported Organizations; - Select the auditor for, and approval of all audits of, the Supported Organizations subject to the powers delegated to the Audit Committee of the Board of Directors; - Select outside legal counsel and approve any waiver, settlement or compromise of any legal proceeding, suit, claim, regulatory or other action involving NS-EE Holdings or the Supported Organizations if the amount in controversy is in excess of a designated dollar threshold set for the Supported Organizations by NS-EE Holdings from time to time; - Approve the filing of any petition for bankruptcy of NS-EE Holdings or any Supported Organization; - Approve the nomination and/or remove with cause any member of the board of directors of any Supported Organization; - Establish and ensure implementation of system-wide standards that protect and enhance the Supported Organizations' brands; - Establish and ensure implementation of financial goals and standards that protect and enhance the operations of the Supported Organizations; - Establish centralized compliance and corporate responsibility programs for the Supported Organizations; and - Determine the extent to which and the manner in which the powers described in this section which are reserved to NS-EE Holdings with respect to the Supported Organizations are to be exercised by one or more of the NS-EE Holdings' Supported Organizations. The foregoing restrictions apply to the Supported Organizations as well as to direct and indirect subsidiaries (whether not-for-profit or for-profit) of the Supported Organizations, to the extent a controlled direct or indirect subsidiary holds the power to direct or control the matters described in these reserved powers. |
| Software ID: | 22016089 |
| Software Version: | 2022v5.0 |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990-EZ, Part III, Exempt Purpose PRIMARY EXEMPT PURPOSE | The purpose of NS-EE Holdings is to serve as the parent entity of each of NorthShore University HealthSystem and Edward-Elmhurst Health. In furtherance of this purpose, NS-EE Holdings supports and encourages community-focused health care and related services through providing financial, management, and other assistance to its subsidiary entities. |
| Form 990-EZ, Part V, Line 34 Changes to governing documents | The governing documents were amended on January 13, 2022 to indicate the purpose of NS-EE Holdings is to serve as the parent entity of each NorthShore University HealthSystem and Edward-Elmhurst Health. The articles of incorporation were amended to list the Supported Organizations by name. |
| Form 990EZ, Part III, Line 28 Description of Program Services | NS-EE Holdings was incorporated to serve as the parent of a newly-integrated health care system, which was created through an affiliation between Edward-Elmhurst Health and NorthShore University HealthSystem. The affiliation was implemented as of January 1, 2022 and NS-EE Holdings became operational as of that date. |
| Software ID: | 22016089 |
| Software Version: | 2022v5.0 |