2022-11-16T12:01:17-06:00 2021-12-31 861065772 Deloitte Tax LLP 50 South Sixth Street Suite 2800 Minneapolis MN 55402 990EZ 2021-09-14 874520691 NS-EE Holdings NS-E 8475702000 1301 Central Street Evanston IL 60201 Douglas D Welday Treasurer & Chief Financial Officer 8475702000 2022-11-16 true Douglas Welday 999009999 Anne Fulton P00941863 6123974000 2022-09-26 2021 2022-09-23 18:48:47Z X X X N/A X X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X The purposes of NS-NE Holdings are to support and encourage community-focused health care and related services through providing financial, management, and other assistance to its subsidiary entities. See Schedule O. 0 0 0 Gerald P Gallagher President & Chief Executive Officer 1.000 0 0 0 David F Zucker Board Chairperson 1.000 0 0 0 Rocco Martino Board Vice Chairperson 1.000 0 0 0 false false false false false 0 false false 0 0 0 false false Jeff Biesczat 1301 Central Street Evanston IL 60201 8475705798 false false false false false false false false false false false 0 true X X 0 NorthShore University HealthSystem 362167060 3 false 0 0 1 0 0 false false false false false false false false false false false false false false false true true true X true true Schedule A, Part IV, Section A, Line 1 Supported Orgs Listed By Name 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 Healthcare 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 Healthcare 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 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 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 will serve as the parent of the Supported Organizations and will control 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 Healthcare and NorthShore University HealthSystem, NS-EE Holdings will hold 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. Form 990-EZ, Part III, Exempt Purpose PRIMARY EXEMPT PURPOSE The purposes of NS-NE Holdings are to support and encourage community-focused health care and related services through providing financial, management, and other assistance to its subsidiary entities. Form 990EZ, Part III, Line 28 Description of Program Servicess 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 Healthcare and NorthShore University HealthSystem. The affiliation was implemented as of January 1, 2022 and NS-NE Holdings became operational as of that date.