2022-07-14T09:00:53-05:00 2021-08-31 350921680 CROWE LLP 225 West Wacker Drive Suite 2600 Chicago IL 606061224 990 2020-09-01 366080833 Community Nursing Service of DuPage County COMM 3129269495 541 N Fairbanks Court Room 1630 Chicago IL 60611 John Orsini SVP/CFO 2022-07-14 true John Orsini 999009999 Jennifer Burke P01342224 3128997000 2020 2022-09-23 18:48:47Z Northwestern Medicine Home Health & Hospice Dean Harrison 541 N Fairbanks Court Room 1630 Chicago IL 60611 102801 false X www.nm.org X 1958 IL Community Nursing Service of DuPage County (CNS) provided home health and hospice services. In June 2019, the business activity was sold and the entity began winding down. During the tax year ended August 30, 2021, the organization worked to collect outstanding receivables and settle payables. 3 0 0 0 0 0 0 81330 99390 1054 3411 11729 0 94113 102801 0 0 0 0 0 212557 151 212557 151 -118444 102650 26471518 1091758 25482561 151 988957 1091607 Community Nursing Service of DuPage County (CNS) provides comprehensive, full-service home health and hospice services to patients and families. These services are provided to patients regardless of their ability to pay. false false 0 0 99390 Community Nursing Service of DuPage County (CNS) (dba Northwestern Medicine Home Health & Hospice) provided home health and hospice services, regardless of the patient's ability to pay. Effective June 1, 2019, the business operations of CNS were sold to JourneyCare, a 501(c)3 organization located in the same geographic area. CNS entered into a winding-down stage. During the tax year ended August 30, 2021, CNS worked to collect outstanding receivables and settle payables. Prior to June 1, 2019, CNS offered home health services to individuals considered homebound and also offered hospice services to provide compassionate care and support to individuals during the final phases of end-stage disease. 0 true false false false false false false false false false false false false false true false true false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 0 0 0 false false false false false false false false false false false false X 3 0 false true true false true true true true true false false true true true true true true false false false IL X Rob Gerecke Director Finance 3129269495 541 N Fairbanks Court Rm 1639 Chicago IL 60611 Emily J Kozak Secretary & Director 1.0 39.0 X X 0 557435 68713 Kevin P Poorten Chair & Director 1.0 39.0 X X 0 1288819 339191 Matthew J Flynn Vice Chair & Treasurer & Director 1.0 39.0 X X 0 684578 115250 Dean M Harrison FORMER CHAIR & DIRECTOR 40.0 X 0 5630304 1342056 John A Orsini FORMER VICE CHAIR & TREASURER 40.0 X 0 1887921 441287 0 10049058 2306497 0 false true false Northwestern Memorial HealthCare 251 E Huron 541 Fairbanks Ct Rm 1639 Chicago IL 60611 Shared services and contracted personnel Central DuPage Hospital Association 25 N Winfield Rd Winfield IL 60190 Hospice inpatient services 0 0 Net Patient Care Revenue 621610 99390 99390 0 0 0 0 99390 3411 3411 0 0 0 0 0 0 0 0 0 102801 99390 0 3411 0 0 0 0 Administrative expense 151 151 0 0 0 0 151 0 151 0 19489745 1091758 2047 0 0 0 0 0 0 0 0 0 6979726 0 0 0 0 26471518 1091758 287447 151 0 0 0 25195114 0 25482561 151 X 988957 1091607 988957 1091607 26471518 1091758 102650 0 X false true X true false X 0 0 0 0 0 0 18368909 17699546 12705844 81330 99390 48955019 0 0 0 18368909 17699546 12705844 81330 99390 48955019 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 48955019 0 0 0 1054 3411 4465 0 0 0 0 1054 3411 4465 0 382719 308255 6239 11729 0 708942 18751628 18007801 12712083 94113 102801 49668426 0.9856 0.9840 0 0.0000 X Schedule A, Part III, Line 12 Other Income DESCRIPTION - OTHER REVENUE, COLUMN A - 6171.0, COLUMN B - 5050.0, COLUMN C - 6239.0, COLUMN D - 11729.0, COLUMN E - 0.0, COLUMN F - 29189.0; DESCRIPTION - SHARED SERVICES FEE REVENUE, COLUMN A - 376548.0, COLUMN B - 303205.0, COLUMN C - 0.0, COLUMN D - 0.0, COLUMN E - 0.0, COLUMN F - 679753.0; Due to related organizations 0 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote ASC 740, Income Taxes, requires that realization of an uncertain income tax position is more likely than not (i.e. greater than 50% likelihood of receiving a benefit) before it is recognized in the financial statements as the amount most likely to be realized assuming a review by tax authorities having all relevant information and applying current conventions. This interpretation also clarifies the financial statement classification of tax-related penalties and interest and sets forth new disclosures regarding unrecognized tax benefits. No amount was recorded for the years ended August 31, 2021 or 2020. false true false false false false false false false Dean M Harrison FORMER CHAIR & DIRECTOR 0 2119651 0 3043233 0 467420 0 1323100 0 18956 0 6972360 0 0 John A Orsini FORMER VICE CHAIR & TREASURER 0 980608 0 724026 0 183287 0 428228 0 13059 0 2329208 0 118200 Matthew J Flynn Vice Chair & Treasurer & Director 0 440751 0 189187 0 54640 0 86478 0 28772 0 799828 0 34080 Emily J Kozak Secretary & Director 0 345540 0 209856 0 2040 0 38738 0 29975 0 626148 0 0 Kevin P Poorten Chair & Director 0 742607 0 537125 0 9087 0 310770 0 28421 0 1628010 0 10000 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation The filing organization relied on Northwestern Memorial HealthCare, a related tax exempt organization, which used a compensation committee, comparability data, independent compensation consultant, and approval by the board or compensation committee, to determine the compensation of the President of Northwestern Medicine West Region, who is an employee of Northwestern Memorial HealthCare and who also serves as the Chairperson of the filing organization's Board of Directors. See the narrative for Form 990, Part VI, line 15a in Schedule O for more information. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan THERE IS ONE NONQUALIFIED DEFERRED COMPENSATION PLAN SPONSORED BY NORTHWESTERN MEMORIAL HEALTHCARE (NMHC), WHICH PROVIDES SUPPLEMENTAL, COMPETITIVE RETIREMENT BENEFITS. THE EMPLOYER PAYS THE COST OF PARTICIPATION, AND THE BENEFITS AND CONTRIBUTIONS ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE BASED ON THE COMPLETION OF SUBSTANTIAL FUTURE SERVICE REQUIREMENTS. THE AMOUNTS EARNED BY PARTICIPANTS FLUCTUATE FROM YEAR TO YEAR BASED ON A VARIETY OF FACTORS INCLUDING CHANGES IN MARKET INTEREST RATES. THE FOLLOWING NMHC EMPLOYEE IS VESTED IN THE PLAN AND THEREFORE THE CURRENT YEAR CONTRIBUTIONS ARE REPORTED AS COMPENSATION ON THE W-2: DEAN HARRISON, $428,450 THE FOLLOWING NMHC EMPLOYEES ARE NOT VESTED IN THE PLAN, AND FOR SUCH EMPLOYEES THE CURRENT YEAR EARNED AMOUNT (WHICH REMAINS AT RISK BECAUSE OF THE REQUIREMENT OF SUBSTANTIAL FUTURE SERVICES) WAS: MATTHEW FLYNN, $71,400 EMILY KOZAK, $27,600 JOHN ORSINI, $201,000 KEVIN POORTEN, $145,800 THE FOLLOWING NMHC EMPLOYEES RECEIVED DISTRIBUTIONS FROM THE SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN DURING CALENDAR YEAR 2020: MATTHEW FLYNN, $48,475 JOHN ORSINI, $172,118 Schedule J, Part II, Column (B)(ii) BONUS & INCENTIVE COMPENSATION The bonus and incentive compensation amounts listed in Column b(ii) for all listed individuals were determined using a specified formula. This formula and the calculation of their annual bonus is based on two components: the employee's title/position (staff, manager, director, VP, etc.) and the degree to which established performance goals were achieved. Incentive compensation amounts are at risk and are not paid unless there is exceptional individual and organizational performance in accordance with substantial pre-approved goals. Form 990, Part VI, Line 1a Delegating broad authority As of 12/31/2020, the sole member of Community Nursing Service of DuPage County (CNS) became Central DuPage Hospital Association (CDH), a related tax-exempt organization. CDH is itself wholly controlled by Northwestern Memorial HealthCare (NMHC), a related tax-exempt organization, which was the prior sole corporate member of CNS. CDH, as sole corporate member of CNS and through the ultimate control exercised by NMHC, has broad authority to act on behalf of the governing body. Please see the narratives for Part VI, lines 6, 7a and 7b for a description of such authority. Form 990, Part VI, Line 15a 15b - PROCESS TO ESTABLISH COMPENSATION Central DuPage Hospital Association (CDH) became the sole corporate member of CNS, the filing organization, during the tax year. Northwestern Memorial Heath Care (NMHC) is the parent organization and the sole corporate member of CDH. Interested persons of the filing organization are subject to the policies and procedures of NMHC, in its role as the parent organization of the health system. Northwestern Memorial HealthCare, NMHC, has established a Board-led executive compensation review and approval process for NMHC and all affiliates. This process for determining executive compensation: (1) is designed to qualify for the rebuttable presumption of reasonableness under the federal tax law intermediate sanctions rules and otherwise complies with IRS guidelines for tax-exempt organizations; (2) is conducted by a separate subcommittee of the Board of Directors whose members are all disinterested, independent and non-paid; (3) evaluates the reasonableness of compensation annually based on compensation data gathered by external consultants from a peer group comprised of similarly situated healthcare organizations; and (4) compensation decisions and support are recorded in the compensation committee meeting minutes. In addition, a significant portion of compensation is at risk and is payable only upon achievement of substantial goals. The Board places a high priority on its ability to recruit and retain a strong leadership team to ensure we serve our mission and achieve our goals. The officers of Northwestern Memorial HealthCare also fulfill substantial officer and executive functions for NMHC's subsidiaries. The compensation determination process described above also applies for the other officers of the filing organization. The compensation of the former key employee is determined by the parent organization's Human Resources department using a market-based analysis. Form 990, Part VI, Line 3 Delegation of management duties As of 12/31/2020, the sole member of Community Nursing Service of DuPage County (CNS) is now Central DuPage Hospital Association (CDH), a related organization and an organization whose sole member is Northwestern Memorial HealthCare (NMHC), the previous sole member of CNS. NMHC continues to provide support services throughout the Northwestern Medicine health system and does so directly and indirectly through CDH on behalf of CNS. Staff providing management services to the filing organization are employees of NMHC. During the tax year, NMHC staff provided services related to the winding down process, including supervision of the collection of accounts receivable. Form 990, Part VI, Line 4 Significant changes to organizational documents Community Nursing Service of DuPage County (CNS) filed Articles of Amendment as of 12/31/2020, replacing Northwestern Memorial HealthCare (NMHC) with Central DuPage Hospital Association (CDH) as the sole corporate member of CNS. NMHC remains the sole corporate member of CDH and ultimately controls CNS as the overall health system parent corporation. Form 990, Part VI, Line 6 Classes of members or stockholders As of 12/31/2020, the sole member of Community Nursing Service of DuPage County (CNS) is now Central DuPage Hospital Association (CDH), a related organization and an organization whose sole member is Northwestern Memorial HealthCare (NMHC), the previous sole member of CNS. NMHC, as the ultimate member and parent organization, continues to provide support services on behalf of CNS. Management duties performed by NMHC include: operational, finance, and treasury services. The individuals providing these services, including the CEO, CFO and other senior management, are employees of and compensated by NMHC. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body Central DuPage Hospital Association (CDH), the sole member and parent organization of Community Nursing Service of DuPage County (CNS), has the power to elect or remove all of the directors of Community Nursing Service of DuPage County. Additionally, further oversight is exercised by Northwestern Memorial HealthCare as the ultimate parent of the health system entities and sole corporate member of CDH. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders Certain decisions of the Community Nursing Service of DuPage County (CNS) governing body are subject to approval by Central DuPage Hospital Association (CDH), as the sole member of CNS. The member's authority includes the power to amend, alter, restate or repeal the Bylaws of the Corporation; to negotiate and execute contracts on behalf of the Corporation; to adopt a plan of merger, consolidation or corporate reorganization involving the Corporation; to adopt a plan of dissolution or liquidation of the Corporation and distribution of its assets; and, to amend, alter, restate or repeal the Articles of Incorporation of the Corporation. Actions by the Board of Directors requiring the approval of the Sole Member include: adoption of capital and operating budgets; adoption and execution of a strategic plan; and, authorization of a capital expenditure in excess of the limits established by the Sole Member from time to time. Decisions of CDH may also be subject to approval by Northwestern Memorial HealthCare (NMHC), as the sole corporate member and parent of CDH. Form 990, Part VI, Line 11b Review of form 990 by governing body PRIOR TO FILING, A DRAFT OF THE COMPLETED FORM 990 IS REVIEWED BY OUTSIDE TAX ADVISERS AND INTERNAL MANAGEMENT. AFTER THAT REVIEW IS COMPLETE, THE FORM 990 IS PROVIDED TO THE OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION FOR ADDITIONAL REVIEW AND COMMENT. Form 990, Part VI, Line 12c Conflict of interest policy Central DuPage Hospital Association (CDH) became the sole corporate member of CNS, the filing organization, during the tax year. Northwestern Memorial Heath Care (NMHC) is the parent organization and the sole corporate member of CDH. In accordance with this organizational structure, interested persons of both CNS, filing organization, and CDH, its sole member, are subject to the policies, processes and procedures of NMHC. Northwestern Memorial HealthCare (NMHC) maintains both a Conflict of Interest Policy and an Intermediate Sanctions Policy. These policies have been approved by its Board of Directors and apply to all entities, directors, officers, employees and transactions which take place within the NMHC system. The policies were written to assist board members and management with the identification of those transactions that warrant attention and consideration to ensure proper adherence to the tax laws impacting tax-exempt organizations. The conflict of interest policy requires completion of an annual certification which affirms that such person has received, read and understands the conflict of interest policy, has agreed to comply, has disclosed any matters required to be disclosed under the policy, and agrees to report any changes promptly to the Corporate Compliance & Integrity (CCI) department. Once the annual certifications are complete, the CCI department reviews the disclosures for compliance with the policy and escalates any that are of a nature that require potential further remediation to manage or eliminate the disclosed conflict. Form 990, Part VI, Line 19 Required documents available to the public The corporation's governing documents, conflict of interest policy and financial statements are available upon request. The consolidated financial statements of Northwestern Memorial HealthCare and Subsidiaries are available on the Northwestern Medicine website. The financial statements are also available from the Illinois Attorney General's office as part of its Annual Community Benefits Report and through Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board. Form 990, Part X, Line 11 INVESTMENTS THE ORGANIZATION'S CASH RESERVES ARE INVESTED IN A POOLED INVESTMENT ACCOUNT MAINTAINED BY NORTHWESTERN MEMORIAL HEALTHCARE. THE POOLED ACCOUNT CONSISTS OF CASH, EQUITY AND DEBT SECURITIES THAT ARE PUBLICLY TRADED. INVESTMENTS IN EQUITY SECURITIES WITH READILY DETERMINABLE FAIR VALUES AND ALL INVESTMENTS IN DEBT SECURITIES ARE REPORTED AT FAIR VALUE ON THE BALANCE SHEET OF THE FILING ORGANIZATION. HOWEVER, INTEREST INCOME AND BOTH REALIZED AND UNREALIZED GAINS AND LOSSES FROM THE POOLED INVESTMENTS ARE NOT REPORTED ON THE STATEMENT OF REVENUE OR RECONCILIATION OF NET ASSETS OF THE FILING ORGANIZATION. 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