QUARTERLY REPORT. For the Third Quarter And Nine Months Ended May 31, 2010 NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES

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1 QUARTERLY REPORT For the Third Quarter And Nine Months Ended May 31, 2010 NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES

2 NORTHWESTERN MEMORIAL HEALTHCARE AND SUBSIDIARIES Unaudited Consolidated Financial Statements For the Third Quarter and Nine Months Ended May 31, 2010 CONTENTS Financial Statements: Consolidated Balance Sheets 1 Consolidated Statements of Operations and Changes in Net Assets 3 Consolidated Statements of Cash Flows 5 Notes to the Consolidated Financial Statements 6 Forward-Looking Information: This disclosure report may contain disclosures which contain forward-looking statements. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words like may, believe, will, expect, project, estimate, anticipate, plan, or continue. These forward-looking statements are based on the current plans and expectations of Northwestern Memorial HealthCare and Subsidiaries (NM) and are subject to a number of known and unknown uncertainties and risks, many of which are beyond NM s control, that could significantly affect current plans and expectations and NM s future financial position and results of operations. These factors include, but are not limited to, (i) the highly competitive nature of the health care business, (ii) the efforts of insurers, health care providers and others to contain health care costs, (iii) possible changes in the Medicare and Medicaid programs that may impact reimbursements to health care providers and insurers, (iv) changes in federal, state or local regulations affecting the health care industry, (v) the possible enactment of federal or state health care reform, (vi) the ability to attract and retain qualified management and other personnel, including affiliated physicians, nurses and medical support personnel, (vii) liabilities and other claims asserted against NM, (viii) changes in accounting standards and practices, (ix) changes in general economic conditions, (x) future divestitures or acquisition which may result in additional charges, (xi) changes in revenue mix and the ability to enter into and renew managed care provider arrangements on acceptable terms, (xii) the availability and terms of capital to fund future expansion plans of NM and to provide for ongoing capital expenditure needs, (xiii) changes in business strategy or development plans, (xiv) delays in receiving payments, (xv) the ability to control administrative, supply and infrastructure costs, (xvi) the outcome of pending and any future litigation, (xvii) NM s continuing efforts to monitor, maintain and comply with appropriate laws, regulations, policies and procedures relating to NM s status as a tax-exempt organization, as well as its ability to comply with the requirement of Medicare and Medicaid programs, (xviii) the ability to achieve expected levels of patient volumes and control the costs of providing services, (xix) results of reviews of NM s cost reports, and (xx) NM s ability to comply with legislation and/or regulations. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ from those expressed in any forward-looking statements made by or on behalf of NM. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report.

3 and Subsidiaries Consolidated Balance Sheets (Dollars in thousands) May 31, August 31, (Unaudited) Note A Assets Current assets: Cash and cash equivalents $ 186,236 $ 68,040 Short-term investments 90,672 29,825 Current portion of investments and other assets limited as to use 85,839 87,547 Current portion of pledges and grants receivable, net 11,286 11,461 Patient accounts receivable, net of estimated uncollectibles of $38,381 at May 31, 2010 and $23,291 at August 31, , ,516 Current portion of insurance recoverable 27,879 30,413 Inventories 33,673 32,152 Other current assets 19,372 23,598 Total current assets 696, ,552 Investments and other assets limited as to use 1,811,829 1,561,952 Property and equipment, at cost: Land 197, ,517 Buildings 1,565,220 1,421,507 Equipment and furniture 483, ,867 Construction-in-progress 44,070 34,892 2,290,517 2,051,783 Less accumulated depreciation 995, ,641 1,294,796 1,142,142 Prepaid pension cost 26,771 33,977 Insurance recoverable, less current portion 65,244 64,287 Other assets, net 71,116 64,540 Total assets $ 3,966,209 $ 3,344,

4 and Subsidiaries Consolidated Balance Sheets (continued) (Dollars in thousands) May 31, August 31, (Unaudited) Note A Liabilities and net assets Current liabilities: Accounts payable $ 42,834 $ 50,420 Accrued salaries and benefits 85,040 62,876 Grants payable, current portion 51,061 54,795 Accrued expenses and other current liabilities 39,860 24,899 Due to third-party payors 177, ,312 Current accrued liabilities under self-insurance programs 68,483 67,888 Current maturities of long-term debt 12,740 11,290 Total current liabilities 477, ,480 Long-term debt, less current maturities 849, ,756 Accrued liabilities under self-insurance programs, less current portion 403, ,480 Grants payable, less current portion 40,404 24,687 Due to insureds 30,544 31,642 Interest rate swaps 47,288 46,316 Pension liability 28,189 Other liabilities 69,364 66,636 Total liabilities 1,945,901 1,701,997 Net assets: Unrestricted: General 1,704,427 1,342,021 Board designated 101, ,888 Total unrestricted 1,805,462 1,463,909 Temporarily restricted 108,682 99,049 Permanently restricted 106,164 79,495 Total net assets 2,020,308 1,642,453 Total liabilities and net assets $ 3,966,209 $ 3,344,450 Note A: The August 31, 2009 financial statement information was derived from and should be read in conjunction with the Northwestern Memorial HealthCare and Subsidiaries 2009 audited consolidated financial statements. See accompanying notes to the interim consolidated financial statements

5 and Subsidiaries Consolidated Statements of Operations and Changes in Net Assets (Unaudited) (Dollars in thousands) Three Months Ended Nine Months Ended May 31, May 31, Revenue Net patient service revenue $ 394,273 $ 313,377 $ 1,069,704 $ 943,351 Rental and other revenue 27,213 20,186 68,323 57,360 Net assets released from donor restrictions and federal and state grants 5,409 5,768 14,583 14,198 Investment return on self-insurance funds 8,222 7,707 23,919 22,575 Total operating revenue 435, ,038 1,176,529 1,037,484 Expenses Salaries and professional fees 141, , , ,451 Employee benefits 46,605 34, , ,332 Supplies 62,715 55, , ,708 Purchased services 36,586 30,704 88,905 82,277 Depreciation 36,247 31, ,567 96,967 Insurance 9,490 5,592 52,574 59,093 Provision for uncollectible accounts 4,954 (4,547) 22,600 7,815 Rent and utilities 10,429 10,092 29,434 28,120 Repairs and maintenance 9,541 4,929 24,322 14,755 Interest 7,958 5,853 21,549 15,893 Illinois Hospital Assessment 10,349 9,110 28,981 33,402 Other 8,603 7,690 23,438 23,359 Total expenses 384, ,654 1,071, ,172 Operating income 50,513 41, ,605 70,312 Nonoperating Investment return ,578 58,798 (125,562) Investment loss - impairments (5,147) (68,279) (19,570) (129,949) External grants (2,810) (7,105) (24,120) (16,584) Change in fair value of interest rate swaps (10,051) 24,831 (879) (28,536) Loss on extinguishment of long term debt - (3,272) - (7,295) Other 364 (889) 4,640 2,589 Total nonoperating (17,317) 99,864 18,869 (305,337) Excess (deficiency) of revenue over expenses $ 33,196 $ 141,248 $ 123,474 $ (235,025) Continued on next page

6 and Subsidiaries Consolidated Statements of Operations and Changes in Net Assets (continued) (Unaudited) (Dollars in thousands) Three Months Ended Nine Months Ended May 31, May 31, Unrestricted net assets Excess (deficiency) of revenue over expenses $ 33,196 $ 141,248 $ 123,474 $ (235,025) Net assets released from restrictions used for property and equipment additions 1,799 (19) 2,002 2,094 Effect of change in accounting for postretirement benefit plans - (225) - (674) Pension-related changes other than net periodic pension cost 2, , Contribution of Northwestern Lake Forest Hospital net assets ,951 - Other (31) (1,043) (93) (2,338) Increase (decrease) in unrestricted net assets 37, , ,553 (235,065) Temporarily restricted net assets Contributions 4,141 1,593 18,071 11,028 Investment return 815 8,452 5,761 (8,052) Investment loss - impairments (753) (4,796) (2,160) (9,891) Net assets released from restrictions used for: Operating expenses, charity care, and research and education (4,541) (4,866) (14,182) (13,632) Property and equipment additions (1,799) 19 (2,002) (2,094) Change in fair value of split-interest agreements (97) (478) Contribution of Northwestern Lake Forest Hospital net assets - - 3,830 - Other 12 (1,337) 412 (2,325) Increase (decrease) in temporarily restricted net assets (2,025) (846) 9,633 (25,444) Permanently restricted net assets Contributions ,104 1,285 Change in fair value of split-interest agreements 361 (457) 1,011 (790) Contribution of Northwestern Lake Forest Hospital net assets ,982 - Other (428) 1,690 Increase in permanently restricted net assets ,669 2,185 Change in net assets 35, , ,855 (258,324) Net assets, beginning of period 1,984,536 1,573,145 1,642,453 1,971,863 Net assets, end of period $ 2,020,308 $ 1,713,539 $ 2,020,308 $ 1,713,539 See accompanying notes to the interim consolidated financial statements

7 and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) (Dollars in thousands) Nine Months Ended May 31, Operating activities Change in net assets $ 377,855 $ (258,324) Adjustments to reconcile change in net assets to net cash provided by operating activities: Pension-related changes other than net periodic pension cost (7,219) (878) Change in fair value of interest rate swaps ,968 Loss on extinguishment of long-term debt 6,890 Net investment return and net change in unrealized investment gains/losses (64,505) 240,936 Restricted contributions and investment return (21,228) (1,104) Contribution of Northwestern Lake Forest Hospital net assets (233,763) Amortization (684) 204 Depreciation 101,567 96,967 Provision for uncollectible accounts 22,600 7,815 Purchase of trading securities, net (34,831) (109,064) Changes in operating assets and liabilities, net of affiliation: Patient accounts receivable (44,706) (7,743) Due to third-party payors 39,724 6,715 Grants payable 11,983 33,579 Other operating assets and liabilities 48,410 44,622 Net cash provided by operating activities 196,176 91,583 Investing activities Purchase of alternative investments (170,921) (82,830) Sale of alternative investments 128,587 96,001 Cash received from contribution of NLFH 19,213 Capital expenditures, net (73,407) (74,992) Net cash used in investing activities (96,528) (61,821) Financing activities Payments of short-term borrowings (102,675) Payments of long-term debt (2,680) (670,335) Payments of bond issue costs (7,361) Proceeds from issuance of short-term borrowings 102,675 Proceeds from issuance of long-term debt 677,696 Restricted contributions and investment return 21,228 1,104 Net cash provided by financing activities 18,548 1,104 Net increase in cash and cash equivalents 118,196 30,866 Cash and cash equivalents, beginning of the period 68,040 32,796 Cash and cash equivalents, end of the period $ 186,236 $ 63,662 See accompanying notes to the interim consolidated financial statements

8 Notes to Interim Consolidated Financial Statements 1. Organization and Basis of Presentation Northwestern Memorial HealthCare (NMHC) serves as the sole corporate member of Northwestern Memorial Hospital (NMH), Northwestern Lake Forest Hospital (NLFH) (see note 3), and Northwestern Memorial Foundation (Foundation). NMH s subsidiary corporations are Northwestern HealthCare Corporation (NHC), Northwestern Memorial Physicians Group (NMPG), and Northwestern Memorial Insurance Company (NMIC). NLFH s subsidiary corporation is Lake Forest Health and Fitness Institute (HFI). NMH and NLFH are both members of the obligated group for all of the outstanding bonds of NMH and NLFH. NMHC, NMH, NLFH, the Foundation, NMPG and HFI have been recognized as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. NHC is a taxable corporation. NMIC is incorporated under the laws of the Cayman Islands, but is subject to U.S. federal corporate taxation to the extent that it generates net income that is effectively connected with a U.S. trade or business. NMIC is not engaged in any such trade or business in the U.S. There currently is no taxation imposed on income or capital gains by the Government of the Cayman Islands. NMIC has received an undertaking from the Cayman Islands Government exempting it from local income, profits, and capital gains taxes until March 25, The only taxes payable by NMIC are withholding taxes applicable to certain investment income. The accompanying consolidated financial statements include the accounts of NMHC and subsidiaries (collectively referred to herein as Northwestern Memorial). These interim financial statements have not been audited; however, in the opinion of management, they include all adjustments necessary for their fair presentation in conformity with U.S. generally accepted accounting principles. These interim statements have been prepared on a basis that is substantially consistent with the accounting principles applied in the audited consolidated financial statements of NMHC for the year ended August 31, Interim results are not necessarily indicative of results for a full year. The information included in these interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, These statements are available on the Electronic Municipal Market Access ( EMMA ) system of the Municipal Securities Rulemaking Board. 2. Recent Accounting Pronouncements In July 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No With the issuance of SFAS No. 168, the FASB Accounting Standards Codification (ASC) becomes the single source of authoritative US accounting and reporting standards applicable for all nongovernmental entities, with the exception of guidance issued by the US Securities and Exchange Commission. This change is effective for financial statements for interim or annual periods ending on or after September 15, As the ASC was - 6 -

9 not intended to change or alter existing generally accepted accounting principles, this guidance had no effect on Northwestern Memorial s financial position or results of operations In April 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 164, Not-for-Profit Entities: Mergers and Acquisitions including an amendment of FASB Statement No. 142 (codified primarily in ASC , Health Care Entities Business Combinations). This new guidance will be effective for Northwestern Memorial beginning September 1, 2010 and fundamentally changes the accounting for mergers and acquisitions entered into by not -for- profit organizations. Under this guidance, most combinations will be accounted for under the acquisition method, and the acquired organization s assets and liabilities will be revalued to their fair values when recorded in the acquirer s financial statements. Additionally, under the new guidance, goodwill and indefinite-lived intangible assets will no longer be amortized, but will be evaluated for potential impairment, as is the case with for-profit entities. Northwestern Memorial is evaluating the effect this guidance may have on its consolidated financial statements. In September 2009, the FASB issued Accounting Standards Update (ASU) No , Investments in Certain Entities That Calculate Net Asset Value per Share (or its Equivalent) (ASU ). ASU amends ASC 820, Fair Value Measurements and Disclosures, (ASC 820) by providing additional guidance on measuring the fair value of certain alternative investments. Entities are permitted, as a practical expedient, to estimate the fair value of an investment within the scope of ASU using the net asset value (NAV) per share of the investment as of the reporting entity s measurement date, provided that the investment does not have a readily determinable fair value, and that it is probable that the entity will sell all or a portion of the investment for an amount other than NAV as of the measurement date. Additional disclosures are required for investments that are subject to the ASU. This new guidance is effective for annual and interim periods ending after December 15, 2009; however, early application is permitted. Northwestern Memorial adopted this guidance, which had no effect on Northwestern Memorial s financial position or results of operations, in the second quarter of fiscal year In January 2010, the FASB issued ASU No , Improving Disclosures about Fair Value Measurements (ASU ). ASU amends ASC 820 to require a number of additional disclosures regarding fair value measurements. These disclosures include the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers; the reasons for any transfer in or out of Level 3; and information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis as well as clarification on previous reporting requirements. This new guidance is effective for the first reporting period, including interim periods, beginning after December 15, 2009 for all disclosures except the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 measurements which will be effective for Northwestern Memorial in fiscal year Northwestern Memorial has adopted this guidance with the exception of the additional Level 3 disclosures in the third - 7 -

10 quarter of fiscal year The additional Level 3 disclosures will be adopted in fiscal year Affiliation Agreement with Lake Forest Hospital On February 1, 2010, Lake Forest Hospital (now known as NLFH) became a wholly owned subsidiary of NMHC pursuant to an affiliation agreement by and among NMHC, NMH, Lake Forest Hospital Foundation, and Lake Forest Hospital. Lake Forest Hospital was engaged in providing health care and related lines of business, including a 215 licensed bed hospital located in Lake Forest, Illinois. This affiliation will enable better access to care, clinical trials, new and expanded services and the latest technologies for patients in Lake and Cook Counties and the surrounding regions. The affiliation was affected through a membership substitution, and no monetary consideration was paid by NMHC or NMH. For accounting purposes, this transaction was accounted for under the purchase accounting rules, and a contribution was recorded for the fair value of assets net of liabilities of NLFH in the accompanying consolidated statements of operations and changes in net assets for the nine month period ended May 31, No goodwill was recorded as a result of this transaction. In valuing these assets and liabilities, fair values were based on, but not limited to: current replacement cost for similar capacity and obsolescence for certain fixed assets; comparable market rates for contractual obligations and certain investments, real estate, and liabilities; actuarially based settlement amounts for pension obligations, litigation and contingencies, including self-insurance reserves; and appropriate discount rates and growth rates. Property and equipment values were based primarily on the cost and market approaches. The land value was based on comparisons to sales of similar properties. The building and improvements were valued at replacement costs estimated utilizing the Marshall Valuation Service Manual. Equipment values were determined based on historical costs adjusted to reflect costs as of the affiliation date. The fair value of assets and liabilities of NLFH contributed at February 1, 2010, consists of the following: Cash and cash equivalents $ 19,213 Other current assets 46,483 Property and equipment 180,814 Other long-term assets 157,091 Total assets 403,601 Current liabilities 43,799 Long-term debt 74,810 Pension liability 27,806 Other long-term liabilities 23,423 Total liabilities 169,838 Increase in net assets $ 233,

11 Finalization of the fair value of assets and liabilities as of the affiliation date is pending the completion and review of valuation results conducted by third-party experts and other procedures. Total operating revenue and operating income from the date of affiliation for NLFH and subsidiary of $77,145 and $2,029, respectively, have been included in the accompanying consolidated statements of operations and changes in net assets for the nine-month period ended May 31, Following are the unaudited pro forma results for the nine-month period ended May 31, 2010 and for the year ended August 31, 2009, as if the affiliation had occurred on September 1, 2008: Nine Months Ended Year Ended May 31, August 31, Total operating revenue $ 1,283,673 $ 1,653,139 Operating income 113, ,323 Excess (deficiency) of revenue over expenses 137,880 (295,041) The pro forma information provided should not be construed to be indicative of Northwestern Memorial s results of operations had the affiliation been consummated on the date of affiliation and is not intended to project Northwestern Memorial s results of operations for any future period. As part of this affiliation, Northwestern Memorial committed to various capital projects, including the current expansion project at NLFH s Grayslake facility and a plan to refurbish or replace existing inpatient and outpatient facilities on the Lake Forest campus within the next ten years. 4. Reclassification A portion of investment return from the long-term investments designated for graduate medical education is no longer allocated to operations. This change is based on management s assessment of current methods for funding future program spending. As a result of this change, the portion of investment income for the graduate medical education program previously allocated to operations for the three months and nine months ended May 31, 2009 of $2,030 and $6,089, respectively, has been reclassified to investment return

12 5. Investments and Other Financial Instruments The presentation of investments at May 31, 2010 and August 31, 2009 is as follows: May 31, 2010 August 31, 2009 Short-term investments $ 90,672 $ 29,825 Investments and other assets limited as to use: Trustee-held funds 6, Self-insurance programs 524, ,015 Board-designated funds 101, ,442 Segregated restricted funds 180, ,542 Total assets limited as to use 811, ,195 Unrestricted, undesignated funds 1,086, ,304 Total investments $ 1,988,340 $ 1,679,324 The composition of those investments at May 31, 2010 and August 31, 2009 is as follows: May 31, 2010 August 31, 2009 Reported at fair value: Cash and short-term investments $ 149,711 $ 57,999 Equity securities 34, ,917 Mutual funds: Fixed income 396, ,205 International equities 429, ,541 Natural resources 20,328 4,251 US equities 253, ,601 Total mutual funds 1,100, ,598 Corporate bonds 31, U.S. government and agency issues 1,127-1,317,380 1,038,606 Reported at cost, adjusted for impairment losses - Alternative investments 670, ,718 Total investments $ 1,988,340 $ 1,679,

13 The composition and presentation of investment returns are as follows: Three Months Ended Nine Months Ended May 31, May 31, Interest and dividend income $ 3,841 $ 2,614 $ 8,874 $ 9,906 Investment expenses (934) (853) (2,846) (2,550) Impairments on alternative investments (5,900) (73,075) (21,730) (139,840) Realized gains (losses) on investments, net 25,818 (1,005) 42,300 (13,531) Net increase (decrease) in unrealized investment gains/losses (19,361) 169,981 40,150 (104,864) $ 3,464 $ 97,662 $ 66,748 $ (250,879) Reported as: Operating revenue $ 8,222 $ 7,707 $ 23,919 $ 22,575 Nonoperating investment return ,578 58,798 (125,562) Investment loss - impairments (5,147) (68,279) (19,570) (129,949) Temporarily restricted: Investment return 815 8,452 5,761 (8,052) Investment loss - impairments (753) (4,796) (2,160) (9,891) $ 3,464 $ 97,662 $ 66,748 $ (250,879) 6. Fair Value Measurements The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, and short-term borrowings are reasonable estimates of their fair values due to the short-term nature of these financial instruments. The fair value of pledges receivable approximates carrying value at May 31, 2010 and August 31, The estimated fair value of the long-term debt portfolio, including the current portion approximated $908,646 and $830,261 at May 31, 2010 and August 31, 2009, respectively. The fair value is based on quoted market prices for the same or similar issues and includes a consideration of third-party credit enhancements, but for which there was no impact at May 31, 2010 and August 31, The methodologies used to determine fair value of assets and liabilities reflect market participant objectives and are based on the application of a three-level valuation hierarchy that prioritizes observable market inputs over unobservable inputs. The three levels are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

14 Level 2 inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable, but reflect the assumptions market participants would use in pricing the asset or liability. There were no significant transfers into or out of level 2 or level 1 that took place between September 1, 2009 and May 31, A financial instrument s categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following table presents the financial instruments measured at fair value on a recurring basis at May 31, 2010 and August 31, 2009: May 31, 2010 Level 1 Level 2 Level 3 Total Assets measured at fair value: Investments: Cash and short-term investments $ 149,711 $ - $ - $ 149,711 Equity securities 34, ,962 Mutual funds: Fixed income 396, ,780 International equities 76, , ,326 Natural resources - 20,328-20,328 US equities 225,496 28, ,584 Total mutual funds 698, ,738-1,100,018 Government agency issues 1, ,127 Corporate bonds - 31,562-31,562 Total investments 884, ,351-1,317,380 Other long-term assets - Beneficial interests in trusts - 11,231-11,231 Total assets measured at fair value $ 884,029 $ 444,582 $ - $ 1,328,611 Liabilities measured at fair value: Interest rate swaps $ - $ 47,288 $ - $ 47,288 Total liabilities measured at fair value $ - $ 47,288 $ - $ 47,

15 August 31, 2009 Level 1 Level 2 Level 3 Total Assets measured at fair value: Investments: Cash and short-term investments $ 57,999 $ - $ - $ 57,999 Equity securities 109, ,917 Mutual funds: Fixed income 287,003 19, ,205 International equities 80, , ,541 Natural resources - 4,251-4,251 US equities 247, ,601 Total mutual funds 615, , ,598 Corporate bonds Total investments 782, ,679-1,038,606 Other long-term assets - Beneficial interests in trusts - 10,406-10,406 Total assets measured at fair value $ 782,927 $ 266,085 $ - $ 1,049,012 Liabilities measured at fair value: Interest rate swaps $ - $ 46,316 $ - $ 46,316 Total liabilities measured at fair value $ - $ 46,316 $ - $ 46,316 The fair value of Level 1 investments is based on quoted market prices and is valued on a daily basis. The fair value of Level 2 investments is based on a combination of quoted market prices of similar securities and matrix pricing provided by third-party pricing services of similar quality and maturity securities. The fair value of interest rate swaps is based on discounted cash flows adjusted for non-performance risk. The adjustment is based on bond pricing for equivalent credit-rated entities. Northwestern Memorial s investments are exposed to various kinds and levels of risk. Equity securities and equity mutual funds expose Northwestern Memorial to market risk, performance risk and liquidity risk. Market risk is the risk associated with major movements of the equity markets. Performance risk is that risk associated with a company s operating performance. Fixed income securities and fixed income mutual funds expose Northwestern Memorial to interest rate risk, credit risk and liquidity risk. As interest rates change, the value of many fixed income securities is affected, including those with fixed interest rates. Credit risk is the risk that the obligor of the security will not fulfill its obligations. Liquidity risk is affected by the willingness of market participants to buy and sell particular securities. Liquidity risk tends to be higher for equities related to small capitalization companies and certain alternative investments. Due to the volatility in the capital markets, there is a reasonable possibility of subsequent changes in fair value resulting in additional gains and losses in the near term

16 Management regularly reviews its alternative investments for any fair value of securities below recorded cost for potential other than temporary impairment recognition based on valuations from the investment s management and other factors, including the duration of the impairment and likelihood of the investment to recover, or management s ability or intent to hold the security until such recovery. ASC Subtopic allows for the use of a practical expedient for the estimation of the fair value of investments in investment companies for which the investment does not have a readily determinable fair value. The practical expedient used by Northwestern Memorial for its alternative investments is the NAV per share, or its equivalent. Valuations provided by the respective investment s management consider variables such as the financial performance of underlying investments, recent sales prices of underlying investments and other pertinent information. In addition, actual market exchanges at period end provide additional observable market inputs of the exit price. Alternative investments measured and reported at NAV as part of management s impairment analysis are considered Level 3 financial assets within the valuation hierarchy due to the lack of observable inputs. Northwestern Memorial recognized $5,900 of impairments for the three months ended May 31, 2010 to reduce the carrying value of those investments to a fair value of $12,583 at the time of impairments. Northwestern Memorial recognized $21,730 of impairments for the nine months ended May 31, 2010 to reduce the carrying value of those investments to a fair value of $57,925 at the time of impairment. Northwestern Memorial s alternative investments include absolute return hedge funds, equity long/short hedge funds, real estate, natural resources and private equity. Absolute return hedge funds include funds with the ability to opportunistically allocate capital among several strategies. The funds typically diversify across strategies in an effort to deliver consistently positive returns regardless of the movement within global markets. These funds generally exhibit relatively low volatility and are redeemable quarterly with a 60 day redemption notice period. Equity long/short hedge funds include hedge funds that invest both long and short in U.S. and international equities. These funds typically focus on diversifying or hedging across particular sectors, regions or market capitalizations and are redeemable generally quarterly with a 60 day redemption notice period. Real estate includes limited partnerships (LPs) that invest in land and buildings. These LPs seek to improve property level operations by increasing lease rates, recapitalizing properties, rehabilitating aging/distressed properties, and repositioning properties to attract higher quality tenants. Real estate LPs typically use moderate leverage. These investments can never be redeemed with the funds. Distributions from each fund will be received as the underlying assets of the fund are expected to be liquidated over the next two to eight years. Natural resources include a diverse set of LPs that invest in oil and natural gas-related companies, commodity-oriented companies, and timberland. These investments can never be redeemed with the funds. Distributions from each fund will be received as the underlying assets of the fund are expected to be liquidated over the next two to eight years. Private equity includes LPs formed to make equity and debt investments in operating companies that are not publicly traded. These LPs typically seek to influence decision-making within the operating companies. Investment strategies in this category may include venture capital, buyouts, and distressed debt. These investments

17 can never be redeemed with the funds. Distributions from each fund will be received as the underlying assets of the fund are expected to be liquidated over the next two to ten years. Of the total amount of reported alternative investments at May 31, 2010, $405,439 cannot be redeemed for at least one year from the balance sheet date. NAV is calculated monthly by the investment s management for all of Northwestern Memorial s alternative investments other than LPs, whose NAV is calculated on a quarterly basis. The most recent NAV measurements, adjusted for cash flows between the measurement date and respective balance sheet date, totaled $826,825 and $734,988 at May 31, 2010 and August 31, 2009, respectively. At May 31, 2010, Northwestern Memorial had commitments to fund an additional $283,278 to alternative investment entities, which is expected to occur over the next seven years. 7. Long-Term Debt Long-term debt at May 31, 2010 and August 31, 2009 consists of the following: May 31, 2010 August 31, 2009 Revenue Bonds, Series 2009A (Northwestern Memorial Hospital), payable in annual installments through August 15, 2039 (fixed coupon rates range from 3.00% to 6.00%) $ 369,590 $ 369,590 Revenue Bonds, Series 2009B (Northwestern Memorial Hospital), payable in annual installments through August 15, 2039 (fixed coupon rates range from 3.00% to 6.00%) 100, ,910 Variable Rate Demand Revenue Bonds, Series 2008A (Northwestern Memorial Hospital), payable in annual installments through August 15, 2038 (weightedaverage interest rate was 0.20% for the nine months ended May 31, 2010 and 0.33% from the date of issuance through May 31, 2009) 78,775 78,775 Variable Rate Demand Revenue Bonds, Series 2007A (Northwestern Memorial Hospital), payable in annual installments through August 15, 2042 (weightedaverage interest rate was 0.21% and 1.43% for the nine months ended May 31, 2010 and 2009, respectively) 213, ,600 Revenue Bonds, Series 2003 (Lake Forest Hospital), payable in annual installments through July 1, 2033 (fixed coupon rates range from 4.00% to 6.00%) 26,

18 Variable Rate Demand Revenue Bonds, Series 2002C (Northwestern Memorial Hospital), payable in annual installments beginning August 15, 2026 through August 15, 2032 (weighted-average interest rate was 0.20% and 1.03% for the nine months ended May 31, 2010 and 2009, respectively) 33,000 33,000 Revenue Bonds, Series 2002A (Lake Forest Hospital), payable in annual installments through July 1, 2029 (fixed coupon rates range from 5.75% to 6.25%) 44,400 - Less: 867, ,875 Unamortized discount, net 4,931 4,829 Current maturities 12,740 11,290 $ 849,454 $ 779,756 As of the date of the affiliation, NLFH had outstanding a private placement long-term loan of $2,680. On February 25, 2010, this loan was repaid. Additionally as of the date of the affiliation, NLFH had two outstanding bond series: Revenue Bonds, Series 2002A (Lake Forest Hospital) and Revenue Bonds, Series 2003 (Lake Forest Hospital) (see note 3). These bond series had a fair value of $45,119 and $27,011, respectively, including bond premiums of $719 and $161, respectively at the affiliation date. These premiums are included in unamortized discount, net above. NMH has standby bond purchase agreements (SBPAs) with multiple banks for all of its variable rate demand revenue bonds to provide liquidity support in the event of a failed remarketing as follows: Expiration Par Value date Series 2008A $ 78,775 May 2013 Series 2007A 213,600 December 2014 Series 2002C 33,000 May 2013 The SBPAs require NMH to maintain reporting, financial and other covenants. If an SBPA is not renewed or replaced prior to expiration, the applicable bond indenture requires the bond trustee to purchase the related variable rate demand revenue bonds with the proceeds from the SBPA. The liquidity advances from the banks convert to term loans on the expiration date of the related SPBA. Principal payments on the term loans would then be payable no sooner than a year and a day from the most recent fiscal year-end. NMH has a short-term line of credit available for operations in the amount of $120,000 which expires in May Under this line of credit, NMH has the option to borrow at vari

19 ous rates expressed as an adjustment to the London Interbank Offered Rate (LIBOR), Prime Rate or other bank-offered rates. NMH and NLFH also have letters of credit of $1,682 and $1,792, respectively, at May 31, At May 31, 2010 and August 31, 2009, no amount was borrowed under any of the available lines of credit or letters of credit. 8. Derivatives Northwestern Memorial s only derivative financial instruments are interest rate swaps, which NMH maintains on its variable rate demand revenue bonds for the sole purpose of risk management. These bonds expose NMH to variability in interest payments due to changes in interest rates. Management believes that it is prudent to limit the variability of its interest payments. To meet this objective and to take advantage of low interest rates, NMH entered into various interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk. These swaps limit the variable-rate cash flow exposure on the variable rate demand revenue bonds to synthetically fixed cash flows. By using interest rate swaps to manage the risk of changes in interest rates, NMH exposes itself to credit risk and market risk. Credit risk is the risk that a counterparty will fail to perform under the terms of a derivative contract. When the fair value of a swap is positive, the counterparty owes NMH, which creates credit risk for NMH. When the fair value of a swap is zero or negative, the counterparty does not owe NMH. NMH minimizes the credit risk in its swap contracts by entering into transactions that require the counterparty to post collateral for the benefit of NMH based on the credit rating of the counterparty and the fair value of the swap contract. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest rate changes is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Management also mitigates risk through periodic reviews of their swap positions in the context of their total blended cost of capital. The following is a summary of the outstanding positions under existing interest rate swap agreements at May 31, 2010 and August 31, 2009: Notional Maturity Rate Amount Date paid Rate received $ 35,250 May % 63% of LIBOR + 28 bps 35,250 May % 63% of LIBOR + 28 bps 43,200 May % 63% of LIBOR + 28 bps 106,750 August % 63% of LIBOR + 28 bps 106,800 August % 63% of LIBOR + 28 bps

20 The fair value of derivative instruments at May 31, 2010 and August 31, 2009 is as follows: Derivatives Liabilities Balance Sheet May 31, August 31, Location Derivatives not designated as hedging instruments Interest rate contracts Interest rate swaps $ 47,288 $ 46,316 The effects of derivative instruments on the consolidated statements of operations and changes in net assets for the three and nine months ended May 31, 2010 and 2009 are as follows: Amount of Gain (Loss) Recognized in Changes in Unrestricted Net Assets For the Three Months Ended May 31, For the Nine Months Ended May 31, Interest Rate Contracts Derivatives in cash flow hedging relationships* $ - $ (1,706) $ - $ (2,409) * Dedesignated in April 2009 Amount of Gain (Loss) Recognized in Excess (Deficiency) of Revenue over Expenses on Derivatives For the Three Months Ended May 31, For the Nine Months Ended May 31, Interest Rate Contracts Derivatives in cash flow hedging relationships: Interest expense $ - $ (180) $ - $ (899) Derivatives not designated as hedging instruments: Change in fair value of interest rate swaps (10,051) 24,831 (879) (28,536) Other operating expense (2,764) (2,953) (7,936) (8,797) Other nonoperating - 1,437-1,437 The interest rate swaps contain provisions that require NMH s debt to maintain an investment grade credit rating from certain major credit rating agencies. If NMH s debt were to fall below investment grade, it would be in violation of these provisions, and the counterparties to the swaps could request immediate payment or demand immediate and ongoing full overnight collateralization on swaps in net liability positions. The aggregate fair value of all swaps with credit-risk-related contingent features that are in a liability position at May 31,

21 2010 and August 31, 2009 is $47,288 and $46,316, respectively, for which NMH has posted no collateral as of May 31, 2010 and August 31, If the credit-risk-related contingent features underlying these agreements were triggered to the fullest extent on May 31, 2010, NMH would be required to post $50,492 of collateral to its counterparties. 9. Endowments Northwestern Memorial s endowment consists of individual donor-restricted funds established for a variety of purposes. Net assets associated with endowment funds are classified and reported based on the donor-imposed restrictions. Northwestern Memorial has interpreted the Uniform Prudent Management of Institutional Funds Act of 2006 (UPMIFA), as adopted by the State of Illinois (State), as requiring the preservation of the fair value of the original gift as of the gift date of the donor-restricted endowment fund absent explicit donor stipulation to the contrary. As a result of this interpretation, Northwestern Memorial classifies as permanently restricted net assets the original value of gifts donated to the permanent endowment, the original value of subsequent gifts to the permanent endowment, and accumulations to the permanent endowment made in accordance with the applicable donor gift instrument. The remaining portion of the donorrestricted endowment fund that is not classified in permanently restricted net assets is classified as temporarily restricted net assets until those amounts are appropriated for expenditure consistent with donor intent or, where silent, the standard of prudence prescribed by UPMIFA. In accordance with UPMIFA, Northwestern Memorial considers the following factors in making a determination to appropriate or accumulate donor-restricted funds: The duration and preservation of the fund The purposes of Northwestern Memorial and the endowment fund General economic conditions The possible effects of inflation and deflation The expected total return from income and the appreciation of investments Other resources of Northwestern Memorial The investment policies of Northwestern Memorial. Northwestern Memorial has adopted investment and spending policies for endowment assets designed to provide a predictable stream of funding to programs supported by its endowment while seeking to maintain purchasing power of the endowment assets. Endowment assets include those assets of donor-restricted funds that must be held in perpetuity or for a donor-specified period. Under this policy, endowment assets are invested in a manner intended to produce a real return, net of inflation and investment management costs, of at least 6% over the long term. Actual returns in any given year may vary from this amount. To satisfy its long-term rate-of-return objectives, Northwestern Memorial follows a total return strategy whereby investment returns are achieved through both capital appreciation

22 (realized and unrealized) and current yield (interest and dividends). Northwestern Memorial targets a diversified asset allocation that places a greater emphasis on equity-based and alternative investments to achieve its long-term objective within prudent risk constraints. Northwestern Memorial has a policy that limits annual spending from endowment funds to 4% of the endowment fund balance at the midpoint of the preceding fiscal year. In establishing this policy, Northwestern Memorial considered the long-term expected return on its endowment. Accordingly, over the long term, Northwestern Memorial expects the current spending policy to allow its endowment to grow at an average annual rate of 2%. This is consistent with its objective to maintain the purchasing power of the endowment assets held in perpetuity or for a specific term as well as to provide additional real growth through new gifts and investment return. The changes in endowment net assets for the nine months ended May 31, 2010 are summarized below: Temporarily Restricted Permanently Restricted Total Endowment net assets, September 1, 2009 $ 23,588 $ 79,495 $ 103,083 Contributions 1,329 5,104 6,433 Contribution of Northwestern Lake Forest Hospital ,982 21,289 Change in value of trusts (198) 1, Investment return 2,747-2,747 Appropriation for expenditure (2,593) - (2,593) Other 380 (428) (48) Endowment net assets, May 31, 2010 $ 25,560 $ 106,164 $ 131, Self-Insurance Liability Self-insurance liability and related amount recoverable from reinsurers are reported in the consolidated balance sheets at present value based on a discount rate of 4.0% as of May 31, 2010 and August 31, Provisions for the professional and general liability risks are based on an actuarial estimate of losses using actual loss data adjusted for industry trends and current conditions and an evaluation of claims by Northwestern Memorial s legal counsel. The provision for estimated self-insured claims includes estimates of ultimate costs for both reported claims and claims incurred but not reported. 11. Illinois Hospital Assessment Program In December 2008, the Illinois Hospital Assessment Program (HAP) was approved by the

23 Federal Centers for Medicare and Medicaid Services (CMS) for the period July 1, 2008 through June 30, Under HAP, the State receives additional Federal Medicaid funds for the State s healthcare system, administered by the Illinois Department of Healthcare and Family Services. HAP includes both a payment to NMH and NLFH from the State and an assessment (the provider tax ) against NMH and NLFH, which is paid to the State in the same year. HAP revenue and expense are included in net patient service revenue and Illinois Hospital Assessment, respectively, in the accompanying consolidated statements of operations and changes in net assets as follows: For the For the Three Months Ended Nine Months Ended May 31, May 31, Net patient service revenue $ 14,564 $ 14,050 $ 42,834 $ 51,515 Illinois Hospital Assessment 10,349 9,110 28,981 33, Employee Benefit Obligations Northwestern Memorial s noncontributory, defined-benefit pension plans (Plans) cover substantially all of Northwestern Memorial s employees. Net periodic pension cost included in operating results for the three and nine months ended May 31, 2010 and 2009 is comprised of the following: Three Months Ended Nine Months Ended May 31, May 31, Service cost of benefits earned during the period $ 4,908 $ 3,372 $ 13,275 $ 10,116 Interest cost of projected benefit obligation 6,284 4,639 16,862 13,917 Expected return on the Plans' assets (7,713) (7,888) (21,486) (23,664) Amortization of net loss 1,904-5,711 - Amortization of prior service costs $ 5,415 $ 154 $ 14,456 $ 462 Northwestern Memorial expects to contribute $2,126 to the Plans during the fiscal year ending August 31,

24 13. Commitments and Contingencies In August 2009, Northwestern Memorial awarded a $26,557 grant to Northwestern University s Feinberg School of Medicine (FSM) and Northwestern Medical Faculty Foundation (NMFF) in support of research, education, and clinical program development. This award is included in grants payable, current portion in the accompanying consolidated balance sheets. Northwestern Memorial executed a Development Agreement with Children s Memorial Hospital (CMH) in March 2007 to help facilitate CMH s relocation to the Streeterville Campus. As part of the development agreement, NMH pledged $20,000 in cash to CMH payable over five years through 2012 to be used to advance academic initiatives that are consistent with the academic agenda of FSM. The present value of the remaining cash gift was $9,716 at May 31, 2010 and $9,376 at August 31, Northwestern Memorial made a commitment of $5,000 in 2008 to establish the Priority Program Collective Development Initiative (CDI) collectively with FSM and NMFF. Under CDI, a joint panel selected various research and clinical program projects for subsequent funding. Included in short-term grants payable in the accompanying May 31, 2010 and August 31, 2009 consolidated balance sheets is $4,400, representing Northwestern Memorial s external commitment for CDI. Northwestern Memorial also has various other commitments to FSM and NMFF for future support of research, education, and clinical program development. These commitments are incorporated into grant agreements, which include payment terms ranging from two to seven years. The present value of these other commitments was $45,641 at May 31, 2010 and $32,659 at August 31, These commitments are included in grants payable in the accompanying consolidated balance sheets. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is a reasonable possibility that recorded amounts will change by a material amount in the near term. During the last few years, as a result of nationwide investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which in some instances have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation, as well as significant regulatory action, including fines, penalties, and potential exclusion from the Medicare and Medicaid programs. In addition, an increasing number of the operations or practices of notfor-profit healthcare providers has been challenged or questioned to determine if they are consistent with the regulatory requirements for nonprofit tax-exempt organizations. These challenges are broader than concerns about compliance with federal and state statutes and regulations of core business practices of the healthcare organizations. Areas which have come under examination have included pricing practices, billing and collection practices, charitable care, community benefit, executive compensation, exemption of property from