2011-07-14T16:19:46-04:00 2010-08-31 ERNST & YOUNG LLP 155 N WACKER DRIVE CHICAGO IL 60606 990 2009-09-01 363152959 Northwestern Memorial HealthCare NORT 3129264237 251 E Huron 541 N Fairbanks Chicago IL 606112908 Peter Mccanna 2011-07-14 3128792000 2009 2016-02-24 21:20:13Z DEAN M HARRISON 251 E Huron chicago IL 60611 27033639 false X WWW.NMH.ORG X 1982 IL NORTHWESTERN MEMORIAL HEALTHCARE'S PRIMARY EXEMPT PURPOSE IS TO PROVIDE SUPPORT TO NORTHWESTERN MEMORIAL HOSPITAL, NORTHWESTERN LAKE FOREST HOSPITAL, northwestern memorial foundation and their affiliates 18 17 21 0 -6657 -18305 0 19717151 21848092 -521722 669286 0 0 19195429 22517378 0 28485 0 0 18776273 20930555 0 0 0 1007383 985496 19783656 21944536 -588227 572842 33876796 37370679 28195495 30228054 5681301 7142625 NORTHWESTERN MEMORIAL HEALTHCARE'S PRIMARY EXEMPT PURPOSE IS TO PROVIDE SUPPORT TO NORTHWESTERN MEMORIAL HOSPITAL, NORTHWESTERN LAKE FOREST HOSPITAL AND THEIR AFFILIATES. false false 21003174 28485 21848092 Northwestern Memorial HealthCare (NMHC) PROVIDES MANAGEMENT SERVICES FOR MEMBERS OF ITS ORGANIZATION. NMHC is the not-for-profit corporate parent of Northwestern Memorial Hospital (NMH), Northwestern Lake Forest Hospital (NLFH) and Northwestern Memorial Foundation (NMF). Collectively, these organizations and their subsidiaries are referred to in this document as Northwestern Memorial. NMH is a not-for-profit corporation and is part of an academic medical center in downtown Chicago, Illinois that provides a full range of adult inpatient and outpatient services in an educational and research environment. The main patient care sites of NMH are the Feinberg and Galter pavilions, Prentice Women's Hospital, Olson Pavilion and Stone Institute of Psychiatry. NLFH is a not-for-profit corporation that provides patient care services at its main hospital in Lake Forest, Illinois and at many locations across Lake County and northern Cook County, with a large outpatient campus in Grayslake. NMF is a not-for-profit organization that provides fundraising and grantmaking in support of the mission and strategic goals of NMH and NLFH. Northwestern Memorial prepares an Annual Nonprofit Hospital Community Benefits Plan Report. That report is filed with the Illinois Attorney General's Office and is available on request. A summary version is also available on the nmh.org website. The following is the "Executive Summary and Background" section from the report. With a mission-driven commitment to providing quality medical care, regardless of the ability to pay, Northwestern Memorial has, in recent years, significantly broadened its efforts to improve the health of the most medically underserved members of its community by: A. Providing approximately $276.7 million in community benefit in fiscal year 2010 including charity care, other unreimbursed care, research, education and other community benefit. B. More than doubling the amount of charity care provided over the last five years, resulting in approximately $44 million in hospital services provided to those who could not afford to pay in fiscal year 2010. C. Providing more than $71.5 million in funding for research and medical education in fiscal year 2010 including performing more than 2,100 clinical research studies and training more than 900 medical students, residents and fellows. D. Funding and implementing long-term community-based programs to help individuals better manage conditions such as diabetes and breast health. E. Supporting Chicago's safety net at every level by providing assistance to community-based hospitals, Federally Qualified Health Centers and free clinics; through the sharing of clinical information, information technology systems; funding for targeted programs; and volunteer efforts. F. Participating in community-based public health initiatives aimed at improving nutrition, promoting exercise and reducing violence. For 146 years, NMH and its predecessor institutions, Passavant and Wesley Memorial hospitals, have served the people of Chicago. The commitment to provide healthcare, regardless of the ability to pay, reaches back to the founding principles of Passavant and Wesley and continues to be integral to our Patients First mission. Importantly, it provides the foundation for our mission-driven commitment to improve the health of the communities we serve. This commitment is advanced by focusing on enhancing patient access, safety and quality through hospital-based care and services and through partnerships with community health centers that date back more than 50 years. As the primary teaching hospital for Northwestern University Feinberg School of Medicine (Feinberg), the more than 1,600 physicians on the medical staff at NMH carry faculty appointments at Feinberg and represent virtually every medical specialty. Through Northwestern MedicineTM, Northwestern Memorial shares a vision with Feinberg to work to positively impact the future of healthcare through exceptional patient care, medical education and breakthrough scientific research that can lead to improved treatments and cures. In fiscal year 2010, Northwestern Memorial increased access to specialty medical care, clinical trials and a host of other healthcare services for patients in Lake and Cook counties and surrounding regions through its affiliation with Lake Forest Hospital, now known as Northwestern Lake Forest Hospital. From its founding 112 years ago as the Alice Home Hospital on the campus of Lake Forest College, NLFH has upheld its promise to provide Lake County residents convenient access to the highest quality, most advanced health care services available. NLFH has continually expanded its health care services to respond to the growing needs of its community. NLFH shares Northwestern Memorial's commitment to provide care for those unable to pay, consistently providing the highest percentage of charity care among Lake County hospitals. The alignment of clinical care and administrative processes of Northwestern Memorial toward the goal of creating an integrated academic healthcare delivery system is well underway. Northwestern Memorial's outreach services and financial assistance programs are built on the foundation of a Patients First mission and continue to expand to serve the most vulnerable in our community. The unreimbursed cost of charity care for NMH alone has more than doubled from $16.1 million in fiscal year 2005, the first year of the preparation of this report, to $38.2 million in fiscal year 2010. With the $5.8 million in charity care provided by NLFH during the seven months of its affiliation with NMHC, Northwestern Memorial provided a total of $44.0 million in charity care in fiscal year 2010. In total, Northwestern Memorial contributed $276.7 million to charity care, unreimbursed care, research and education and other community benefit programs, or approximately 18.8 percent of net patient service revenue in fiscal year 2010. Ahead of some of the area's safety-net hospitals, NMH is the sixth largest provider of Medicaid services among acute care hospitals in Illinois when measured by total Medicaid patient admissions and the ninth largest provider when measured by total Medicaid patient days. (Source: Illinois Department of Healthcare and Family Services for the Fiscal Year ended June 30, 2009, the latest information available). In fiscal year 2010, net unreimbursed cost of government sponsored indigent healthcare services for NMHC totaled $117.2 million. Through longstanding partnerships with two of Chicago's Federally Qualified Health Centers, Near North Health Service Corporation (Near North), which includes the James and Catherine Denny Primary Care and Preventive Medicine Center at the Lawson House YMCA, and Erie Family Health Center (Erie), Northwestern Memorial has implemented a successful multiyear program to develop sustainable results in the care of indigent patients with diabetes and developed and implemented a replicable, culturally appropriate model for comprehensively addressing disparities in breast health services. Through these partnerships, community residents in need and the homeless have access to care and support services so they can receive necessary healthcare in their own communities and access to hospital-based services at NMH. Northwestern Memorial also expanded community outreach by providing support to safety net hospitals and other health organizations in the community. As described further in this report, NMH helped a number of local and national hospitals implement Electronic Health Record systems by providing custom developed order sets and consulting services without charge, saving these hospitals thousands of hours of labor-intensive work and costly consulting fees. NMH and NLFH also sponsor numerous programs to promote health and wellness, healthcare career training, youth mentoring, language assistance and a multitude of volunteer programs to enhance the quality and accessibility of our care. Northwestern Memorial's net unreimbursed cost for these activities for fiscal year 2010 was $14.2 million. As the only acute care hospital located in Chicago's growing downtown area, more than 48,900 adult patients were admitted as inpatients in fiscal year 2010 at NMH. As the only Emergency Department (ED) in downtown Chicago with 24/7 service, NMH had more than 80,600 ED visits in fiscal year 2010, up 15 percent since fiscal year 2005. NMH also is Chicago's only academic medical center hospital participating in city and state Level I trauma networks and as a Level III neonatal intensive care unit, enabling the provision of the most extensive lifesaving care to the most seriously injured adults and the sickest infants. NLFH's board-certified emergency physicians and trauma-trained nurses serve and support the Region 10 Emergency Medical System, providing trauma and emergency care to patients at its Level II Trauma Center at NLFH and at the Northwestern Grayslake Emergen 21003174 true false false false false false false false false true false true false false false false false false false false false true false true false false false false false false false false false false false false false true true false false true 2 0 21 true true true false false false false false false false false 18 17 true false true false false false false true true false false true true true true true true true true false IL X JUSTIN JOHNSON 3129261599 541 N FAIRBANKS RM 1639 CHICAGO IL 606113309 THOMAS A COLE 5.0 X X JOHN A CANNING JR 5.0 X X WILLIAM A OSBORN 5.0 X X EDWARD M LIDDY 5.0 X X CAROL L BERNICK 5.0 X PETER D CRIST 5.0 X WILLIAM M DALEY 5.0 X JOHN H DICK 5.0 X DEAN M HARRISON 40.0 X X 9451689 264453 W JAMES MCNERNEY JR 5.0 X ROBERT L PARKINSON JR 5.0 X HOMI B PATEL 5.0 X PHILIP J PURCELL III 5.0 X J CHRISTOPHER REYES 5.0 X LARRY D RICHMAN 5.0 X Samuel C SCOTT III 5.0 X GLENN F TILTON 5.0 X ARVYDAS D VANAGUNAS MD 5.0 X X FOREST R WHITTAKER 5.0 X PETER J MCCANNA 40.0 X 1146333 494535 DENNIS M MURPHY 40.0 X 854692 155390 CAROL M LIND 40.0 X 709148 129319 DOUGLAS M YOUNG 40.0 X 459439 46507 PAUL L SHOUN 5.0 X 101469 25866 JENNIFER S WOOTEN 5.0 X 97360 31103 DANIEL M DERMAN MD 40.0 X 459180 113884 STEPHEN C FALK 40.0 X 487538 102208 Thomas J McAFEE 40.0 X 736371 417545 JULIA L CREAMER 40.0 X 618429 205488 GARY J FENNESSY 40.0 X 593285 59723 CHARLES M WATTS MD 40.0 X 1523118 38739 TIMOTHY R ZOPH 40.0 X 612016 403855 Dean L Manheimer 40.0 X 736949 54685 17651816 935200 2543300 21 false true false SULLIVAN COTTER AND ASSOCIATES 3011 W GRAND BLVD DETROIT MI 48202 CONSULTING HR 264839 MCDERMOTT WILL AND EMERY 227 W Monroe CHICAGO IL 60606 CONSULTING LEGAL 205517 2 0 MANAGEMENT SERVICES 561000 21848092 21836444 11648 21848092 296052 -18305 314357 0 0 4889495 4516261 373234 373234 373234 0 0 0 0 22517378 21836444 -6657 687591 28485 28485 0 0 0 10574259 10574259 0 3072774 3072774 6006888 6006888 840538 840538 436096 436096 0 178790 178790 179539 179539 0 0 0 511426 511426 0 0 0 0 18987 18987 1386 1386 0 14456 14456 0 0 0 3648 3648 INVESTMENT EXPENSES 70803 70803 TAXES -2844 -2844 MISCELLANEOUS 9305 9305 21944536 21003174 941362 0 11732127 15315276 12154051 9271994 1250954 5108183 8739664 7675226 33876796 37370679 6603694 6337438 21591801 23890616 28195495 30228054 X 5681301 7142625 5681301 7142625 33876796 37370679 X false true true X false X X X false false false NORTHWESTERN MEMORIAL HOSPITAL 370960170 03 true true true 19254472 NORTHWESTERN MEMORIAL FOUNDATION 363155315 03 true true true 749566 NORTHWESTERN MEMORIAL PHYSICIANS GROUP 364030256 03 false true true 986806 NORTHWESTERN LAKE FOREST HOSPITAL 362179779 03 true true true 845600 4 21836444 Northwestern Memorial HealthCare is the sole member of Northwestern Memorial Hospital, Northestern lake forest Hospital and Northwestern Memorial Foundation. It is the indirect parent of Northwestern Memorial Physicians Group and lake forest health & Fitness Institute. Northwestern Memorial HealthCare provides managerial services and support to the corporations identified above. LIMITED PARTN'SHIP INVESTMENTS 5108183 C 5108183 DUE FROM AFFILIATES 2143706 HEALTHCARE VHA 204820 EMPLOYEES BENEFIT ASSETS 5326700 7675226 0 LONG-TERM INCENTIVE 2928088 ACCR'D SERP LIABILITY 14741728 ACCR'D POST RET. HEALTH/DENTAL 1614985 ACCR'D POST RETIRE LIFE INSURANCE 691038 ACCR'D RETIRE PLAN LIABILITY 2468173 CAPITAL ACCUMULATION LIABILITY 1446604 23890616 FIn 48 Statement Sch D Part X Line 2 The organization's financial statements do not report any uncertain tax positions under FIN 48. The organization adopted FIN 48 in 2008. true Northwestern Lake Forest Hospital 660 N Westmoreland Road Lake Forest IL 60045 362179779 501 c 3 28485 operational support 1 Procedures for Monitoring Grant funds Form 990, Schedule I, Question 4 NMHC monitors the grant to NLFH through its supervision of the organizations operations. X X X X X X false true false false false false false true false DEAN M HARRISON 1051812 850435 7549442 227983 36470 9716142 6348575 PETER J MCCANNA 619483 486734 40116 461157 33378 1640868 202400 DENNIS M MURPHY 477728 322817 54147 122813 32577 1010082 112800 CAROL M LIND 408534 262428 38186 99258 30061 838467 88000 DOUGLAS M YOUNG 263462 94800 101177 18783 27724 505946 JULIA L CREAMER 292141 244023 82265 170183 35305 823917 102200 DANIEL M DERMAN MD 304822 103500 50858 74042 39842 573064 STEPHEN C FALK 315977 115000 56561 75180 27028 589746 GARY J FENNESSY 246487 246000 100798 18783 40940 653008 CHARLES M WATTS MD 462658 915599 144861 18783 19956 1561857 731140 TIMOTHY R ZOPH 409677 146400 55939 360534 43321 1015871 Dean L Manheimer 312735 253422 170792 18783 35902 791634 112900 Thomas J McAFEE 450962 283431 1978 376200 41345 1153916 736371 NON FIXED PAYMENTS FORM 990 SCH J PART I QUEStion 7 BONUSES ARE A SIGNIFICANT PORTION OF COMPENSATION. these portions are at risk and payable only upon achievement of substantial goals. SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN FORM 990 SCHEDULE J PART I QUESTION 4 b There are two different nonqualified deferred compensation plans sponsored by Northwestern Memorial HealthCare. 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 service requirements. Dean Harrison completed his substantial service requirements during the reporting period resulting in "other reportable compensation" that includes amounts reported in prior Form 990s. Other participants in one or both of the plans who are listed on the schedule are Julia Creamer, Dean Manheimer, Peter McCanna, Daniel Derman, Stephen Falk, Gary Fennessy, Carol Lind, Dennis Murphy, Charles Watts, Douglas Young and Timothy Zoph. Conflict of Interest Part VI Section B Question 12 c Northwestern Memorial HealthCare (NMHC) maintains both a Conflict of Interest Policy and an Intermediate Sanctions Policy. These policies have been approved by its Board of Directors and apply to all entities, directors, officers, employees and transactions which take place within the NMHC system. The policies were written to assist board members and management with the identification of those transactions that warrant attention and consideration to ensure proper adherence to the tax laws impacting tax-exempt organizations. The conflict of interest policy requires completion of an annual certification which affirms that such person has received, read and understands the conflict of interest policy, has agreed to comply, has disclosed any matters required to be disclosed under the policy, and agrees to report any changes promptly to the Chief Integrity Executive. Once the annual certifications are complete, the Chief Integrity Executive reviews the disclosures for compliance with the policy. STATEMENT PER SECTION 1.6038-2(j) Form 990 Schedule O Statement Filed Pursuant to Code Section 1.6038-2(j) Northwestern Memorial HealthCare For the Fiscal Year Ending August 31, 2010 Pursuant to Regulation 1.6038-2(j)(3), the taxpayer hereby states that the information required to be filed with the IRS for Form 5471 for the taxable year ending August 31, 2010 will be furnished by the entity identified below; and the exception provided for in Regulation 1.6038-2(j)(1) will be fully satisfied. 1) Entity Name: Northwestern Memorial Hospital 2) Address: 251 E. Huron (541 Fairbanks, Ste 1630) Chicago Il 60611-3309 3) FEIN: 37-0960170 4) Form Type: 990 5) Place of Filing: Internal Revenue Service, Ogden Utah Controlled Foreign Corporation : Northwestern Memorial Insurance Company Address : Grand Pavilion Corp Center PO Box 11073, APO West Bay Road, Grand Cayman, Cayman Islands COMPENSATION POLICY Part VI Section B Question 15 a and b AS A MEMBER OF THE NORTHWESTERN MEMORIAL HEALTHCARE ORGANIZATION, NMHC IS INCLUDED IN THE OVERALL Board-led executive compensation review and approval process. THE PROCESS FOR DETERMINING EXECUTIVE COMPENSATION AT NORTHWESTERN MEMORIAL COMPLIES WITH IRS GUIDELINES FOR TAX-EXEMPT ORGANIZATIONS; IS DETERMINED BY A SEPARATE SUBCOMMITTEE OF THE BOARD OF DIRECTORS WHOSE MEMBERS ARE ALL INDEPENDENT AND NON-PAID; AND IS ANNUALLY EVALUATED IN THE CONTEXT OF COMPENSATION DATA GATHERED BY EXTERNAL CONSULTANTS FROM A PEER GROUP COMPRISED OF similarly situated healthcare organizations. 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 OFFICER AND EXECUTIVE FUNCTIONS FOR NMHC'S SUBSIDIARIES. ALL OF THE COMPENSATION DISCLOSED IS ALLOCATED TO THE SUBSIDIARIES. Governing Documents Disclosure Part VI Section C Question 19 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 websites for Northwestern memorial Hospital and Northwestern Lake Forest Hospital. The financial statements are also available FROM THE ILLINOIS ATTORNEY GENERAL'S OFFICE AS PART OF ITS ANNUAL COMMUNITY BENEFITS REPORT and through the ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM OF THE MUNICIPAL SECURITIES RULEMAKING BOARD. CHANGES TO ORGANIZATIONAL DOCUMENTS FROM 990 SECTION VI QUESTION 4 NORTHWESTERN MEMORIAL HEALTHCARE added a position in the board of directors, chair emeritus of the board of directors. NMHC also removed the chairs of the board's standing committees, the chair of the board of directors of Northwestern Memorial Foundation and the requirement for a member of the medical staff of Northwestern Memorial Hospital. BUSINESS RELATIONSHIPS FORM 990 SECTION VI QUES 2 NORTHWESTERN MEMORIAL HEALTHCARE DIRECTORS JOHN CANNING AND WILLIAM OSBORN ARE ALSO DIRECTORS FOR THE NORTHERN TRUST NORTHWESTERN MEMORIAL HEALTHCARE DIRECTORS WILLIAM DALEY, WILLIAM OSBORN, EDWARD LIDDY AND SAMUEL SCOTT III ARE ALSO DIRECTORS AT ABBOTT LABORATORIES. NORTHWESTERN MEMORIAL HEALTHCARE DIRECTORS W James McNerney Jr and Edward M Liddy are also directors of Boeing company. Douglas M Young and Carol M Lind are officers at Northwestern Memorial HealthCare. Douglas M Young and Carol M Lind are also officers and directors of Northwestern Memorial Insurance Company. REVIEW FORM 990 FORM 990, PART VI, SECTION A, QUESTION 11 The Form 990 ("Form") was GENERATED internally by the finance department with support from various departments within the organization. Various sections of the Form were reviewed by senior management of Northwestern Memorial HealthCare ("NMHC"), as the parent organization, and various committees. As examples, the Chief Integrity Executive reviewed disclosures for related party transactions, the Tax and Regulatory Review Committee reviewed the community benefit report that describes the exempt purpose achievements, and lobbying expenditures were reviewed by the Vice President, Government and Legislative Relations. The Executive Compensation Subcommittee of the Board of Directors of NMHC was provided the compensation disclosures. The Form was reviewed by an outside independent public accounting firm in sufficient detail to enable them to sign the return as paid preparer. The final Form was reviewed by the Vice President, Finance and members of the Finance department prior to review by the NMHC Executive Vice President, Administration and Chief Financial Officer. Prior to filing, the completed Form 990 which will be available to the public was provided to the Board of Directors through a secure website. HOURS WORKED RELATED COMPANIES Form 990 Part VII Paul Shoun and Jennifer Wooten are employees of Northwestern Memorial Hospital and generally work 40 hours a week or more. Approximately 5 hours a week are spent providing services to NMHC's subsidiaries, including NMHC. Dean M Harrison, Peter J mcCanna, Dennis M Murphy, Carol M lind, Douglas M Young, Julia L Creamer, Daniel M Derman MD, Stephen C Falk, Gary J Fennessy, Charles M watts MD, Timothy R Zoph, dean L manheimer and Thomas J MCAFEE are all employees of NMHC. They generally work more than 40 hours a week and perform services for various NMHC subsidiaries. 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