2023-11-14T13:51:16-06:00 2022-12-31 PwC US Tax LLP 655 NEW YORK AVE NWSTE 1100 WASHINGTON DC 20001 990 2022-01-01 383382353 COREWELL HEALTH % CORPORATE TAX CORE 6163912022 221 MICHIGAN ST NE MC498 Suite 501 GRAND RAPIDS MI 49503 MATTHEW E COX CFO 6163912022 2023-11-10 true MATTHEW E COX 999009999 TRAVIS L PATTON P00369623 2024141000 2023-11-14 3 2022 2023-04-26 12:10:37Z X CHRISTINA FREESE DECKER 221 MICHIGAN ST NE MC498501 GRAND RAPIDS MI 49503 752044448 false 5981 X WWW.COREWELLHEALTH.ORG X 1997 MI TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 11 8 37776 0 -835461 295840 6715267 322169 699588230 695782639 159297990 23746406 0 0 865601487 719851214 0 14361825 0 0 421227194 449883895 0 0 0 298332655 351272898 719559849 815518618 146041638 -95667404 3764596745 3524434038 1659570600 1776110263 2105026145 1748323775 X TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. true false 798981176 14361825 695782639 COREWELL HEALTH PROVIDES COMMON MANAGEMENT OF THE NOT-FOR-PROFIT HEALTH CARE SYSTEM ACTIVITIES CARRIED ON BY SUPPORTED ORGANIZATIONS. THE SUPPORTED ORGANIZATIONS INCLUDE 22 HOSPITAL FACILITIES, MORE THAN 300 AMBULATORY AND SERVICE SITES, AND OVER 5,800 LICENSED BEDS SYSTEM-WIDE WITH FACILITIES THAT INCLUDE A MEDICAL CENTER, REGIONAL COMMUNITY HOSPITALS, A DEDICATED CHILDREN'S HOSPITAL, A MULTISPECIALTY MEDICAL GROUP, AFFILIATED PHYSICIANS AND A NATIONALLY RECOGNIZED HEALTH PLAN WITH OVER 1,270,000 MEMBERS. 798981176 true true false true false false false false false false true false false true true false false true false false true false false false false false false true false true false false false false false false true true false false false false true true true true true false true 1108 0 true 37776 true true true true false false false false false false false false true false X 11 8 true false true false false false false true true false false true true true true true true true true true true X CORPORATE TAX 8669897999 100 MICHIGAN STREET NE MC498 GRAND RAPIDS MI 49503 X CHRISTINA FREESE DECKER DIRECTOR/PRESIDENT 50.0 0.0 X X 3302354 0 1190017 PAMELA RIES SVP, CHIEF HR OFFICER - PY 50.0 0.0 X 3946563 0 3752 SHARI SCHWANZL VP, CHIEF NURSING OFFICER 50.0 0.0 X 3072240 0 79345 DARRYL ELMOUCHI MD PRESIDENT CHW 50.0 0.0 X 1675642 0 590128 MATTHEW COX TREASURER 50.0 0.0 X 1565372 0 522977 PRAVEEN THADANI PRESIDENT PRIORITY HEALTH 50.0 0.0 X 1543705 0 473764 KIMBERLY MCCOY SVP, CHIEF RISK OFFICER - PY 50.0 0.0 X 1526646 0 41656 LOREN HAMEL MD PRESIDENT CHS 50.0 0.0 X 1414905 0 138050 DAVID LEONARD SECRETARY 50.0 0.0 X 1038367 0 332301 JASON JOSEPH SVP, CHIEF INFORMATION OFFICER 50.0 0.0 X 984362 0 353327 ANGELA DITMAR PRES, SPECTRUM HEALTH PENNOCK 50.0 0.0 X 1221795 0 25570 JAMES FORSHEE MD SVP, CHIEF MEDICAL OFFICER 50.0 0.0 X 1089870 0 37144 ALEJANDRO QUIROGA CHAND MD SVP, CHIEF MEDICAL OFFICER 50.0 0.0 X 874397 0 179123 JEREMY HARPER SVP, CHIEF MKT & CONSUMER EXP 50.0 0.0 X 763552 0 208998 BENJAMIN SCHWARTZ MD PRESIDENT CHE 50.0 0.0 X 918812 0 42365 ANGEL HERNANDEZ MD DIRECTOR 1.0 50.0 X 0 703974 54488 TRACIE MORRIS SVP, CHIEF PEOPLE OFFICER 50.0 0.0 X 564458 0 87950 CHRISTOPHER CARPENTER MD DIRECTOR 1.0 50.0 X 791 540845 58333 CARLOS CUBIA SVP, CHIEF DEI & HEALTH EQUITY 50.0 0.0 X 468367 0 91458 MARIJA GRAHOVAC MD DIRECTOR 1.0 50.0 X 31750 85050 0 SEAN WELSH DIRECTOR/CHAIR/VICE CHAIR 1.0 0.0 X X 54603 0 0 ROBERT ROTH DIRECTOR 1.0 0.0 X 50024 0 0 WILLIAM PAYNE DIRECTOR 1.0 0.0 X 49920 0 0 JULIE FREAM DIRECTOR/CHAIR 2.0 0.0 X X 49679 0 0 MICHAEL TODMAN DIRECTOR 1.0 0.0 X 46270 0 0 PHILOMENA MANTELLA DIRECTOR 1.0 0.0 X 43000 0 0 MARK DAVIDOFF DIRECTOR 1.0 0.0 X 42250 0 0 RONALD HALL DIRECTOR 1.0 0.0 X 42250 0 0 THOMAS SAELI DIRECTOR 1.0 0.0 X 35192 0 0 TIMOTHY O'BRIEN DIRECTOR 1.0 0.0 X 34263 0 0 GLORIA LARA DIRECTOR 1.0 0.0 X 27667 0 0 MELONIE ICE MD DIRECTOR 1.0 0.0 X 10417 0 0 MICHAEL JANDERNOA DIRECTOR 1.0 0.0 X 8167 0 0 STEPHEN BOSHOVEN DIRECTOR 1.0 0.0 X 7720 0 0 DOUGLAS DEVOS DIRECTOR/VICE CHAIR 1.0 0.0 X X 0 0 0 26254444 1329869 4510746 2577 false true false ROCKFORD CONSTRUCTION CO INC 601 FIRST STREET NW GRAND RAPIDS MI 49504 CONSTRUCTION 23196828 PRICEWATERHOUSECOOPERS LLP PO BOX 75647 CHICAGO IL 60675 CONSULTING SERVICES 15715456 EPIC SYSTEMS CORPORATION 1979 MILKY WAY VERONA WI 53593 INFORMATION SERVICES 15409727 KPMG LLP 355 S GRAND AVE LOS ANGELES CA 90071 IT CONSULTING 11601280 SERVICENOW INC PO BOX 731647 DALLAS TX 75373 INFORMATION SERVICES 10675477 254 14043 308126 0 322169 MANAGEMENT FEE REVENUE 561000 690760677 690760677 CONTRACTUAL INCENTIVES 900099 1592370 1592370 SHARED SERVICE REVENUE 561000 904714 904714 AFFILIATE PHYSICIAN PROGRAM 900099 669314 669314 MEDICAL RECORD FEES 900099 457016 457016 1398548 1068726 329822 695782639 40945575 -1165283 42110858 0 0 0 0 0 14835199 158866 32092266 100968 -17257067 57898 -17199169 -17199169 0 0 0 0 0 0 0 0 0 0 719851214 695452817 -835461 24911689 14361825 14361825 0 0 0 22755510 22755510 1472746 1472746 354761818 354642583 119235 19644915 19636001 8914 23321409 23310355 11054 27927497 27918523 8974 0 2474538 2474538 13755222 13755222 386177 386177 0 0 52114989 51967632 147357 23790535 23787823 2712 17592828 17591162 1666 157924927 157924927 0 24143759 24142607 1152 1574046 1567428 6618 0 2067518 2067518 9364414 9364414 0 21883902 21883902 2157813 2157813 PENSION SETTLEMENT EXPENSE 11048352 11048352 CREDIT CARD FEES 5357330 5357330 SHARED SERVICE FEE 4867088 4867088 UNRELATED BUSINESS INCOME TAXE 115000 115000 654460 654460 815518618 798981176 16537442 0 1500 0 187815220 96726660 38143 132804 2075124 5338056 0 0 0 0 279986838 347967713 1331 2373442 60531439 68374538 399634532 247770191 100391986 151864341 2565275349 2275431932 500001 3500000 52938291 55059410 5700608 4886235 509340915 512778907 3764596745 3524434038 351566120 420672962 0 0 0 0 0 0 0 0 0 0 0 0 448850946 520681511 859153534 834755790 1659570600 1776110263 X 2105026145 1748323775 0 0 2105026145 1748323775 3764596745 3524434038 X -95667404 -285746157 24711191 X false true X true false X X X 24 SPECTRUM HEALTH HOSPITALS 381360529 3 true 352921881 0 SPECTRUM HEALTH PRIMARY CARE PARTNERS 381358164 3 true 73041502 0 SPECTRUM HEALTH UNITED 381358412 3 true 17740117 0 NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION 381359517 3 true 13554689 0 SPECTRUM HEALTH CONTINUING CARE 383242232 10 true 16477227 0 MECOSTA COUNTY MEDICAL CENTER 381368744 3 true 10480963 0 ZEELAND COMMUNITY HOSPITAL 381411184 3 true 10422175 0 REED CITY HOSPITAL CORPORATION 382770076 3 true 9400401 0 MEMORIAL MEDICAL CENTER OF WEST MICHIGAN 381359266 3 true 12205792 0 PENNOCK HOSPITAL 381360562 3 true 11441661 0 COREWELL HEALTH FOUNDATION WEST MICHIGAN 382752328 7 true 12000 0 LAKELAND HOSPITAL AT NILES & ST JOSEPH 382156872 3 true 54633518 0 HOSPICE AT HOME INC 382416086 7 true 173890 0 LAKELAND COMMUNITY HOSPITAL WATERVLIET 381368745 3 true 2520910 0 MERCY MEMORIAL HEALTH SERVICES INC 382748035 10 true 189034 0 LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER 383452303 3 true 0 0 LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH 382539929 7 true 0 0 BEAUMONT HEALTH FOUNDATION 364852171 7 true 0 0 BOTSFORD GENERAL HOSPITAL 381426919 3 true 0 0 OAKWOOD HEALTHCARE INC 381405141 3 true 0 0 BEAUMONT MEDICAL GROUP-HOSPITAL BASED SERVICES 822768899 10 true 0 0 BEAUMONT MEDICAL GROUP-PRIMARY CARE SERVICES 822796539 10 true 0 0 BEAUMONT MEDICAL GROUP-SPECIALTY SERVICES 822784244 10 true 0 0 WILLIAM BEAUMONT HOSPITAL 381459362 3 true 0 0 24 585215760 true false false false true true false false false false false false false false false true true true X true true SCHEDULE A, PART IV, SECTION A, LINE 1 COREWELL HEALTH IS THE PARENT ORGANIZATION AND SUPPORTING ORGANIZATION TO THE HEALTH SYSTEM. THE PURPOSES OF THIS ORGANIZATION, AS DEFINED IN THE ARTICLES OF INCORPORATION, ARE AS FOLLOWS: PURPOSES 2.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE ARTICLES, THE CORPORATION IS ORGANIZED AND AT ALL TIMES SHALL BE OPERATED EXCLUSIVELY FOR PURPOSES THAT ARE CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISIONS OF ANY FUTURE INTERNAL REVENUE LAW OF THE UNITED STATES OF AMERICA (THE "CODE"). 2.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE ARTICLES, THE CORPORATION IS ORGANIZED AND AT ALL TIMES SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT ALL OF THE PURPOSES OF (I) MECOSTA COUNTY MEDICAL CENTER, MEMORIAL MEDICAL CENTER OF WEST MICHIGAN, NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION, PENNOCK HOSPITAL, LAKELAND HOSPITALS AT NILES & ST. JOSEPH, INC., LAKELAND HOSPITAL, WATERVLIET, LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER, LAKELAND HEALTH FOUNDATION, BENTON HARBOR/ST. JOSEPH, HOSPICE AT HOME, INC., MERCY MEMORIAL HEALTH SERVICES, INCORPORATED, REED CITY HOSPITAL CORPORATION, SPECTRUM HEALTH CONTINUING CARE, SPECTRUM HEALTH FOUNDATION, SPECTRUM HEALTH HOSPITALS, SPECTRUM HEALTH PRIMARY CARE PARTNERS, SPECTRUM HEALTH UNITED, ZEELAND COMMUNITY HOSPITAL, WILLIAM BEAUMONT HOSPITAL, BOTSFORD GENERAL HOSPITAL, BEAUMONT MEDICAL GROUP - PRIMARY SERVICES, BEAUMONT MEDICAL GROUP - SPECIALTY SERVICES, BEAUMONT MEDICAL GROUP - HOSPITAL-BASED SERVICES, OAKWOOD HEALTHCARE, INC., AND BEAUMONT HEALTH FOUNDATION ALL OF WHICH ARE DESCRIBED IN SECTION 501(C)(3) AND EITHER SECTION 509(A)(L) OR SECTION 509(A)(2) OF THE CODE AND (II) EACH OTHER ORGANIZATION RECOGNIZED AS A PUBLIC CHARITY UNDER SECTION 509(A)(L) OF THE CODE THAT IS DIRECTLY OR INDIRECTLY CONTROLLED (I.E., MORE THAN 50% OWNERSHIP OR CONTROL) BY THE CORPORATION (COLLECTIVELY, (I) AND (II), THE "SUPPORTED ORGANIZATIONS"). 2.3 SUBJECT TO AND IN FURTHERANCE OF THE FOREGOING, THE SPECIFIC OBJECTIVES AND PURPOSES OF THE CORPORATION SHALL INCLUDE BUT NOT BE LIMITED TO THE FOLLOWING: 2.3.1 TO FORMULATE AND IMPLEMENT POLICIES AND PROGRAMS DESIGNED TO ENABLE AND/OR CAUSE THE SUPPORTED ORGANIZATIONS TO FUNCTION AS A COORDINATED HEALTH CARE DELIVERY SYSTEM, TO PROVIDE DIRECTION AND MANAGEMENT TO THE SUPPORTED ORGANIZATIONS, AND TO ACT AND/OR MAKE DECISIONS FOR THE BENEFIT OF SUCH SUPPORTED ORGANIZATIONS. 2.3.2 TO ESTABLISH AND MAINTAIN, EITHER DIRECTLY, THROUGH RELATED ORGANIZATIONS OR IN COOPERATION WITH OTHER ORGANIZATIONS, SUCH FACILITIES, AND SERVICES FOR THE CARE OF PERSONS SUFFERING FROM ILLNESS, INJURY OR DISABILITY, THE ELDERLY AND THE INDIGENT AND FOR THE PRESERVATION AND IMPROVEMENT OF HEALTH AS THE BOARD OF DIRECTORS MAY DETERMINE, INCLUDING, WITHOUT LIMITATION: (A) HOSPITALS FOR THE INPATIENT OR OUTPATIENT CARE OF PERSONS SUFFERING FROM ILLNESS, INJURY, AND DISABILITY, FOR THE PREVENTION OF ILLNESS, INJURY AND DISABILITY AND FOR THE MAINTENANCE OF HEALTH. (B) FACILITIES PROVIDING AMBULATORY CARE, NURSING CARE, REHABILITATION, AND OTHER SERVICES. (C) CLINICS THROUGH WHICH PHYSICIANS AND OTHER PROVIDERS RENDER PROFESSIONAL MEDICAL SERVICES. (D) OTHER ACTIVITIES AND PROGRAMS DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH OF THE COMMUNITY. 2.3.3 TO PROMOTE AND CARRY ON SUCH SCIENTIFIC RESEARCH AS THE BOARD OF DIRECTORS MAY DETERMINE WITH RESPECT TO THE CAUSE, TREATMENT AND PREVENTION OF ILLNESS AND INJURY, THE IMPROVEMENT OF PUBLIC HEALTH AND OTHER MATTERS. 2.3.4 TO PARTICIPATE IN AND TO CARRY ON SUCH ACTIVITIES AS THE BOARD OF DIRECTORS MAY DETERMINE FOR THE EDUCATION OF PHYSICIANS, NURSES, OTHER PROFESSIONAL AND PARAPROFESSIONAL PERSONNEL, AND THE PUBLIC ABOUT RENDERING CARE TO THE SICK, INJURED AND DISABLED, ABOUT PREVENTION OF ILLNESS AND INJURY AND ABOUT THE PROMOTION OF HEALTH. 2.3.5 TO CONDUCT ACTIVITIES, EITHER DIRECTLY, THROUGH RELATED ORGANIZATIONS OR IN COOPERATION WITH ORGANIZATIONS EXEMPT FROM TAX UNDER SECTION 501(C)(3) OF THE CODE OR COMPARABLE PROVISIONS OF SUBSEQUENT LEGISLATION IN ORDER TO RAISE FUNDS TO FURTHER THE PURPOSES OF THE CORPORATION, SUBJECT, HOWEVER, TO ALL LIMITATIONS ON THE NATURE OR EXTENT OF SUCH ACTIVITIES APPLICABLE, FROM TIME TO TIME, TO ORGANIZATIONS DESCRIBED IN SECTIONS 501(C)(3) AND 509(A)(3) OF THE CODE. 2.3.6 TO LEASE, ACQUIRE, TO OWN, TO DISPOSE OF AND TO DEAL WITH REAL AND PERSONAL PROPERTY AND INTERESTS THEREIN AND TO APPLY GIFTS, GRANTS, BEQUESTS AND DEVISES AND THE PROCEEDS THEREOF IN FURTHERANCE OF THE PURPOSES OF THE CORPORATION. 2.3.7 TO DEAL WITH AND DISTRIBUTE THE CORPORATION'S INCOME AND ASSETS IN SUCH MANNER AS IN THE JUDGMENT OF THE BOARD OF DIRECTORS WILL BEST PROMOTE ITS OBJECTIVES AND PURPOSES, WITHOUT LIMITATION EXCEPT SUCH, IF ANY, AS MAY BE CONTAINED IN INSTRUMENTS UNDER WHICH SUCH PROPERTY IS CONVEYED TO THE CORPORATION. 2.3.8 TO DO SUCH THINGS AND TO PERFORM SUCH ACTS TO ACCOMPLISH ITS PURPOSES AS ARE PERMITTED BY SECTIONS 501(C)(3) AND 509(A)(3) OF THE CODE, WITH ALL THE POWERS CONFERRED ON NONPROFIT CORPORATIONS BY THE LAWS OF THE STATE OF MICHIGAN. SCHEDULE A, PART IV, SECTION A, LINE 5A THE FOLLOWING SUPPORTED ORGANIZATIONS WERE ADDED BY AMENDMENT TO THE ORGANIZATION'S ARTICLES AS FILED WITH THE STATE OF MICHIGAN. WILLIAM BEAUMONT HOSPITAL 38-1459362 BOTSFORD GENERAL HOSPITAL 38-1426919 BEAUMONT MEDICAL GROUP - PRIMARY CARE SERVICES 82-2796539 BEAUMONT MEDICAL GROUP - SPECIALTY SERVICES 82-2784244 BEAUMONT MEDICAL GROUP - HOSPITAL BASED SERVICES 82-2768899 OAKWOOD HEALTHCARE, INC. 38-1405141 BEAUMONT HEALTH FOUNDATION 36-4852171 SCHEDULE A, PART IV, SECTION A, LINE 6 SUPPORT TO OTHER SUPPORTED ORGANIZATIONS COREWELL HEALTH PROVIDES SERVICES AND SUPPORT TO ORGANIZATIONS WITHIN THE INTEGRATED HEALTH CARE SYSTEM THAT ARE OUTSIDE OF COREWELL HEALTH'S SUPPORTED ORGANIZATIONS. THE OTHER ORGANIZATIONS COREWELL HEALTH PROVIDES SERVICES AND SUPPORT TO ARE RELATED ORGANIZATIONS REPORTED ON SCHEDULE R. SCHEDULE A, PART IV, SECTION D, LINE 2 OFFICERS APPOINTED OR SERVING SUPPORTED ORGANIZATIONS COREWELL HEALTH MAINTAINS A CLOSE AND CONTINUOUS WORKING RELATIONSHIP WITH ITS SUPPORTED ORGANIZATIONS THROUGH INTEGRATED POLICIES AND PROCEDURES AND UNIFIED LEADERSHIP. AS DESCRIBED IN SCHEDULE A, PART IV, SECTION E, LINE 3A, COREWELL HEALTH IS THE PARENT TO ALL SUPPORTED ORGANIZATIONS AND AS SUCH HAS THE POWER TO APPOINT/ELECT A MAJORITY OF THE DIRECTORS/TRUSTEES OF EACH OF THE SUPPORTED ORGANIZATIONS. SCHEDULE A, PART IV, SECTION D, LINE 3 SUPPORTED ORGANIZATIONS HAVE SIGNIFICANT VOICE IN INVESTMENT POLICIES AS NOTED BELOW, INVESTMENTS OF CASH AND/OR RESERVES, WHETHER ON AN INDIVIDUAL BASIS OR AS PART OF A POOLED INVESTMENT STRATEGY, IS A RESERVED POWER MAINTAINED BY THE SUPPORTING ORGANIZATION. THE CONSOLIDATED TREASURY FUNCTION IS CONSIDERED A SHARED SERVICE FUNCTION PROVIDED BY THE SUPPORTING ORGANIZATION TO EACH SUPPORTED ORGANIZATION. AS PART OF THAT SHARED SERVICE FUNCTION, THE SUPPORTING ORGANIZATION CONTROLS ALL INVESTMENT POLICIES, AND DIRECTS ALL INVESTMENT STRATEGIES. THIS PROVIDES MANY BENEFITS INCLUDING REDUCED COSTS AND SUBJECT MATTER EXPERTISE TO YIELD GREATER RESULTS. THE SUPPORTED ORGANIZATIONS HAVE THE ABILITY TO PROVIDE DIRECTION SPECIFICALLY RELATED TO THEIR RESPECTIVE ASSETS AS IT RELATES TO GRANT MAKING AND DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 3A POWER TO APPOINT/ELECT MAJORITY OF OFFICER/DIRECTOR/TRUSTEE THE ACTIONS LISTED BELOW MAY BE UNILATERALLY CAUSED AND/OR TAKEN BY THE SUPPORTING ORGANIZATION, WITHIN ITS SOLE AND EXCLUSIVE POWER AND DISCRETION, AND SHALL NOT BE DEEMED AUTHORIZED UNLESS AND UNTIL APPROVED BY THE SUPPORTING ORGANIZATION: -ELECTION AND/OR REMOVAL OF THE MEMBERS OF THE SUPPORTED ORGANIZATION'S BOARD OF DIRECTORS PURSUANT TO THE NOMINATION, ELECTION AND REMOVAL PROCESSES; -ELECTION AND/OR REMOVAL OF THE SUPPORTED ORGANIZATION'S CHAIRPERSON OF THE BOARD OF DIRECTORS; AND -HIRING, DISCHARGE, AND EVALUATION OF THE SUPPORTED ORGANIZATION'S PRESIDENT AS DELEGATED BY THE SUPPORTING ORGANIZATION'S BOARD OF DIRECTORS TO THE SUPPORTING ORGANIZATION'S CHIEF EXECUTIVE OFFICER (OR DESIGNEE). SCHEDULE A, PART IV, SECTION E, LINE 3B SUBSTANTIAL DIRECTION OVER POLICIES/PROGRAMS/ACTIVITIES THE ACTIONS LISTED BELOW MAY BE UNILATERALLY CAUSED AND/OR TAKEN BY THE SUPPORTING ORGANIZATION, WITHIN ITS SOLE AND EXCLUSIVE POWER AND DISCRETION, AND SHALL NOT BE DEEMED AUTHORIZED UNLESS AND UNTIL APPROVED BY THE SUPPORTING ORGANIZATION: -AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE SUPPORTED ORGANIZATION; -ELECTION AND/OR REMOVAL OF THE MEMBERS OF THE SUPPORTED ORGANIZATION'S BOARD OF DIRECTORS; -ELECTION AND/OR REMOVAL OF THE SUPPORTED ORGANIZATION'S CHAIRPERSON OF THE BOARD OF DIRECTORS; -HIRING, DISCHARGE, AND EVALUATION OF THE SUPPORTED ORGANIZATION'S PRESIDENT; -ADOPTION OF THE SUPPORTED ORGANIZATION'S STRATEGIC PLAN; -ADOPTION OF THE SUPPORTED ORGANIZATION'S ANNUAL OPERATING AND CAPITAL BUDGETS AND ANY AMENDMENTS TO SUCH BUDGETS IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; -ALL CAPITAL EXPENDITURES BY THE SUPPORTED ORGANIZATION IN EXCESS OF THE AMOUNT WHICH WOULD REQUIRE APPROVAL BY THE SUPPORTING ORGANIZATION (THE "AUTHORITY MATRIX AMOUNT"); -ALL BORROWINGS OR GUARANTEES OF INDEBTEDNESS BY THE SUPPORTED ORGANIZATION (OR ANY ENTITY CONTROLLED BY THE SUPPORTED ORGANIZATION THROUGH OWNERSHIP OR MEMBERSHIP INTEREST); -ALL LENDING BY THE SUPPORTED ORGANIZATION (OR ANY SUBSIDIARY) TO PERSONS OTHER THAN THE SUPPORTING ORGANIZATION OR A SUBSIDIARY IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; -THE SUPPORTED ORGANIZATION'S OR ANY SUBSIDIARY'S INVESTMENTS OF CASH AND/OR RESERVES, WHETHER ON AN INDIVIDUAL BASIS OR AS PART OF A POOLED INVESTMENT STRATEGY; -ANY MERGER OR CONSOLIDATION OF THE SUPPORTED ORGANIZATION (OR ANY SUBSIDIARY), OR ANY OTHER CHANGE IN OWNERSHIP PERCENTAGES, CONTROL, OR CAPITAL STRUCTURE; -THE CREATION OF ANY ENTITY CONTROLLED, DIRECTLY OR INDIRECTLY, BY THE SUPPORTED ORGANIZATION; -THE SALE OR TRANSFER OF MORE THAN TEN PERCENT (10%) OF THE ASSETS OF THE SUPPORTED ORGANIZATION (OR ANY SUBSIDIARY) TO ANY PERSON OR ENTITY NOT CONTROLLED BY THE SUPPORTING ORGANIZATION; -DISSOLUTION OF THE SUPPORTED ORGANIZATION OR ANY SUBSIDIARY; -THE SELECTION, RETENTION, AND OVERSIGHT OF THE OUTSIDE AUDITORS FOR THE SUPPORTED ORGANIZATION (OR ANY SUBSIDIARY); AND -ANY OTHER APPROVAL FOR WHICH SUPPORTING ORGANIZATION APPROVAL IS REQUIRED BY LAW. IN ADDITION TO THESE RESERVED POWERS OF THE SUPPORTING ORGANIZATION LISTED ABOVE, THE SUPPORTING ORGANIZATION HAS THE AUTHORITY TO ADOPT SYSTEM-WIDE POLICIES AND PROCEDURES. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 222712 false true 163465 386177 false SCHEDULE C, PART II-B, LINE 1 DESCRIPTION OF THE ACTIVITIES REPORTED ON LINES 1A THROUGH 1I COREWELL HEALTH EMPLOYS GOVERNMENT AFFAIRS STAFF WHO ARE CHIEFLY RESPONSIBLE FOR GOVERNMENT AFFAIRS ACTIVITIES. ADDITIONALLY, THE ORGANIZATION EMPLOYS A VICE PRESIDENT, GOVERNMENT RELATIONS/PUBLIC POLICY TO OVERSEE THIS ROLE. OTHER EXECUTIVE STAFF ARE ENGAGED ON A VERY LIMITED BASIS FOR LOBBYING PURPOSES. COREWELL HEALTH RETAINS FEDERAL AND STATE LEVEL MULTI-CLIENT LOBBY FIRMS. THE FUNCTION OF THEIR RESPECTIVE DUTIES INVOLVES DIRECT CONTACT WITH LEGISLATORS, THEIR STAFF, GOVERNMENT OFFICIALS, OR A LEGISLATIVE BODY ON NUMEROUS LEGISLATIVE AND REGULATORY ISSUES OF INTEREST TO THE ORGANIZATION. THE AMOUNT IS REPORTED IN LINES 1G DIRECT CONTACT WITH LEGISLATORS, THEIR STAFFS, GOVERNMENT OFFICIALS, OR A LEGISLATIVE BODY AND 1I, OTHER ACTIVITIES. DIRECT CONTACT WITH QUALIFYING INDIVIDUALS INCLUDES SENDING LETTERS, PUBLICATIONS, MAKING PHONE CALLS OR MEETING WITH GOVERNMENT OFFICIALS, THEIR STAFF OR LEGISLATORS. SCHEDULE C, PART II-B, LINE 1I OTHER ACTIVITIES COREWELL HEALTH IS A MEMBER OF THE AMERICAN HOSPITAL ASSOCIATION, THE CHILDREN'S HOSPITAL ASSOCIATION, AND MICHIGAN HEALTH & HOSPITAL ASSOCIATION. LOBBYING EXPENDITURES REPORTED ON LINE 1I REFLECT ACTIVITIES PERFORMED BY TRADE ORGANIZATIONS ON THE FILING ORGANIZATION'S BEHALF. 14937657 14937657 25600060 7903862 17696198 7199298 6571040 628258 56188462 32594306 23594156 295709055 200700983 95008072 151864341 DUE FROM AFFILIATES 248529345 POST RETIREMENT BENEFITS 188506018 OTHER ASSETS 75743544 512778907 0 DUE TO AFFILIATES 472296584 POST RETIREMENT BENEFITS 171917540 INSURANCE 123444174 SWAP MARKET VALUE 38714745 OTHER LIABILITIES 18955966 OPERATING LEASE LIABILITY 9426781 834755790 Central America and the Caribbean 0 0 Investments 391100000 0 0 0 0 391100000 391100000 true false true false false false SCHEDULE F, PART I, LINE 3 METHOD USED TO ACCOUNT FOR EXPENDITURES ON ORGANIZATION'S FINANCIAL STATEMENTS CENTRAL AMERICA AND THE CARIBBEAN -ACCRUAL true CHERRY HEALTH FOUNDATION 100 CHERRY STREET SE GRAND RAPIDS MI 49503 383308516 501(C)(3) 7500 TO SUPPORT EXEMPT PURPOSE COMMUNITY FOOD CLUB 1100 S DIVISION AVE GRAND RAPIDS MI 49507 822265189 501(C)(3) 15000 TO SUPPORT EXEMPT PURPOSE DETROIT REGIONAL PARTNERSHIP FOUNDATION 1001 WOODWARD AVE DETROIT MI 48226 831361974 501(C)(3) 750000 TO SUPPORT EXEMPT PURPOSE GLEANERS COMMUNITY FOOD BANK OF SE MICHIGAN 2131 BEAUFAIT DETROIT MI 48207 382156255 501(C)(3) 45000 TO SUPPORT EXEMPT PURPOSE GRAND RAPIDS AFRICAN AMERICAN HEALTH INSTITUTE 500 LAFAYETTE ST NE GRAND RAPIDS MI 49503 061658200 501(C)(3) 35000 TO SUPPORT EXEMPT PURPOSE GRAND RAPIDS ASIAN-PACIFIC FESTIVAL PO BOX 150724 GRAND RAPIDS MI 49515 831870232 501(C)(3) 7500 TO SUPPORT EXEMPT PURPOSE GRAND VALLEY STATE UNIVERSITY 1 CAMPUS DRIVE ALLENDALE MI 49401 381684280 501(C)(3) 13200000 NURSE SCHOLARS PROGRAM HISPANIC CENTER OF WESTERN MI 1204 GRANDVILLE AVE SW GRAND RAPIDS MI 49503 382265825 501(C)(3) 15000 TO SUPPORT EXEMPT PURPOSE LAKESHORE ETHNIC DIVERSITY ALLIANCE PO BOX 2945 HOLLAND MI 49422 383360686 501(C)(3) 11000 TO SUPPORT EXEMPT PURPOSE LEUKEMIA & LYMPHOMA SOCIETY PO BOX 772374 DETROIT MI 48277 135644916 501(C)(3) 10000 TO SUPPORT EXEMPT PURPOSE LITERACY CENTER OF WEST MI 1120 MONROE NW SUITE 240 GRAND RAPIDS MI 49503 382725232 501(C)(3) 7500 TO SUPPORT EXEMPT PURPOSE MICHIGAN WOMEN FORWARD 1155 BREWERY PARK BLVD DETROIT MI 48207 382689979 501(C)(3) 10000 TO SUPPORT EXEMPT PURPOSE NATIONAL FORUM FOR BLACK PUBLIC ADMINISTATORS PO BOX 230303 GRAND RAPIDS MI 49523 592364093 501(C)(3) 10000 TO SUPPORT EXEMPT PURPOSE STEM GREENHOUSE 1420 BERKSHIRE DR SE GRAND RAPIDS MI 49508 320454196 501(C)(3) 60000 TO SUPPORT EXEMPT PURPOSE THE RIGHT PLACE INC 125 OTTAWA AVE NW STE 450 GRAND RAPIDS MI 49503 383262801 501(C)(3) 15000 TO SUPPORT EXEMPT PURPOSE WEST MICHIGAN ASIAN AMERICAN ASSOC PO BOX 230432 GRAND RAPIDS MI 49523 861091018 501(C)(3) 10000 TO SUPPORT EXEMPT PURPOSE WEST MICHIGAN CENTER FOR ARTS & TECH 98 EAST FULTON SUITE 202 GRAND RAPIDS MI 49503 743120354 501(C)(3) 10000 TO SUPPORT EXEMPT PURPOSE WEST MI HISPANIC CHAMBER OF COMMERCE INC 1251 CENTURY AVE GRAND RAPIDS MI 49503 201483629 501(C)(6) 15000 TO SUPPORT EXEMPT PURPOSE YMCA 25 SHELDON BLVD SE GRAND RAPIDS MI 49503 381717502 501(C)(3) 8000 TO SUPPORT EXEMPT PURPOSE 18 1 SCHEDULE I, PART I, LINE 1 COREWELL HEALTH ONLY PROVIDES GRANTS TO ORGANIZATIONS THAT HAVE A MISSION AND VALUES THAT CLOSELY ALIGN WITH THE MISSION AND VALUES OF COREWELL HEALTH. COREWELL HEALTH FOCUSES ON PROVIDING GRANTS TO ORGANIZATIONS THAT IMPROVE THE HEALTH OF THE UNDERSERVED IN THE COMMUNITY AND/OR ORGANIZATIONS THAT INCREASE ACCESS TO HEALTH CARE. RECIPIENTS RECEIVING GRANTS GREATER THAN $25,000 ARE REQUIRED TO SUBMIT TO COREWELL HEALTH QUARTERLY ITEMIZED FINANCIAL REPORTS. FOR GRANTS LESS THAN $25,000 COREWELL HEALTH DOCUMENTS THE RESTRICTION OF THE FUNDS FOR SPECIFIC PROGRAMS THAT SUPPORT THE UNDERSERVED OR INCREASE ACCESS TO HEALTH CARE. THE PURPOSE OF NOT REQUESTING FINANCIAL REPORTS FOR SMALLER GIFTS IS DUE TO THE SIGNIFICANT LEVEL OF EFFORT THAT IT WOULD IMPOSE UPON THE COMMUNITY ORGANIZATIONS WHO OFTEN HAVE LIMITED RESOURCES TO PROVIDE THE DOCUMENTATION. X X X true true X X X X X true true false false false false false false false CHRISTOPHER CARPENTER MD DIRECTOR 0 487961 0 22322 791 30562 0 21050 0 37283 791 599178 0 0 MATTHEW COX TREASURER 1044193 0 390863 0 130316 0 400134 0 122843 0 2088349 0 124402 0 CARLOS CUBIA SVP, CHIEF DEI & HEALTH EQUITY 234576 0 200050 0 33741 0 64355 0 27103 0 559825 0 0 0 CHRISTINA FREESE DECKER DIRECTOR/PRESIDENT 1946454 0 1080448 0 275452 0 934738 0 255279 0 4492371 0 267256 0 LOREN HAMEL MD PRESIDENT CHS 733400 0 345302 0 336203 0 109441 0 28609 0 1552955 0 310296 0 JEREMY HARPER SVP, CHIEF MKT & CONSUMER EXP 508700 0 198289 0 56563 0 131235 0 77763 0 972550 0 54513 0 ANGEL HERNANDEZ MD DIRECTOR 0 618262 0 74210 0 11502 0 21837 0 32651 0 758462 0 0 JASON JOSEPH SVP, CHIEF INFORMATION OFFICER 659008 0 258302 0 67052 0 264806 0 88521 0 1337689 0 64330 0 DAVID LEONARD SECRETARY 677103 0 271847 0 89417 0 237164 0 95137 0 1370668 0 83713 0 KIMBERLY MCCOY SVP, CHIEF RISK OFFICER - PY 289239 0 109869 0 1127538 0 18652 0 23004 0 1568302 0 603194 0 TRACIE MORRIS SVP, CHIEF PEOPLE OFFICER 186487 0 334050 0 43921 0 76040 0 11910 0 652408 0 0 0 PAMELA RIES SVP, CHIEF HR OFFICER - PY 134956 0 269466 0 3542141 0 639 0 3113 0 3950315 0 1644689 0 DARRYL ELMOUCHI MD PRESIDENT CHW 1114832 0 437654 0 123156 0 455543 0 134585 0 2265770 0 114451 0 PRAVEEN THADANI PRESIDENT PRIORITY HEALTH 1101941 0 435715 0 6049 0 341826 0 131938 0 2017469 0 435715 0 BENJAMIN SCHWARTZ MD PRESIDENT CHE 561381 0 300050 0 57381 0 4388 0 37977 0 961177 0 0 0 SHARI SCHWANZL VP, CHIEF NURSING OFFICER 313242 0 115529 0 2643469 0 18207 0 61138 0 3151585 0 1327530 0 ALEJANDRO QUIROGA CHAND MD SVP, CHIEF MEDICAL OFFICER 622843 0 197560 0 53994 0 81411 0 97712 0 1053520 0 49949 0 JAMES FORSHEE MD SVP, CHIEF MEDICAL OFFICER 442804 0 130773 0 516293 0 15590 0 21554 0 1127014 0 498125 0 ANGELA DITMAR PRES, SPECTRUM HEALTH PENNOCK 254807 0 91820 0 875168 0 15995 0 9575 0 1247365 0 445528 0 SCHEDULE J, PART I, LINE 1A: FIRST - CLASS OR CHARTER TRAVEL THE ORGANIZATION HAS PROVIDED FIRST CLASS TRAVEL AND/OR CHARTER TRAVEL FOR CERTAIN EXECUTIVE EMPLOYEES AND/OR BOARD MEMBERS IN LIMITED SITUATIONS. FIRST CLASS AND/OR CHARTER TRAVEL IS UTILIZED WHEN COMMERCIAL AIR TRAVEL WAS NOT AVAILABLE FOR A DESTINATION, OR NOT EFFICIENT DUE TO SCHEDULES AND/OR CONNECTIONS, AND ALSO FOR ANNUAL BOARD RETREAT TRAVEL. FIRST CLASS TRAVEL IS ALSO UTILIZED BY SENIOR EXECUTIVE LEADERS WHEN TRAVELING INTERNATIONALLY. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A 1099 OR W-2 TO THE RECIPIENT. TRAVEL FOR COMPANIONS THE ORGANIZATION HAS PROVIDED TRAVEL FOR COMPANIONS FOR CERTAIN EXECUTIVE EMPLOYEES AND/OR BOARD MEMBERS IN LIMITED SITUATIONS. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A 1099 OR W-2 TO THE RECIPIENT. HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE THE ORGANIZATION HAS PROVIDED HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE FOR CERTAIN SENIOR EXECUTIVE LEADERS. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A W-2 TO THE RECIPIENT. SCHEDULE J, PART I, LINE 4A: THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS DURING CALENDAR YEAR 2022: PAMELA RIES - $415,064 KIMBERLY MCCOY - $13,287 ANGELA DITMAR - $64,368 SHARI SCHWANZL - $78,090 SCHEDULE J, PART I, LINE 4B: $124,402 - MATTHEW COX $267,256 - CHRISTINA FREESE DECKER $310,296 - LOREN HAMEL, MD $54,513 - JEREMY HARPER $64,330 - JASON JOSEPH $83,713 - DAVID LEONARD $603,194 - KIMBERLY MCCOY $1,644,689 - PAMELA RIES $114,451 - DARRYL ELMOUCHI, MD $435,715 - PRAVEEN THADANI $498,125 - JAMES FORSHEE, MD $445,528 - ANGELA DITMAR $49,949 - ALEJANDRO QUIROGA CHAND, MD $1,327,530 - SHARI SCHWANZL SCHEDULE J, PART I, LINE 4B IS ANSWERED YES BECAUSE CERTAIN INDIVIDUALS, DO PARTICIPATE IN SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN(S). SOME INDIVIDUALS RECEIVED DISTRIBUTIONS DURING THE YEAR (AS REPORTED ON THIS LINE) WHEREAS OTHERS PARTICIPATED IN THE PLAN(S) BUT DID NOT RECEIVE DISTRIBUTIONS. DISTRIBUTIONS REPORTED ON THIS LINE ARE ALSO INCLUDED IN SCHEDULE J, PART II, COLUMN F AS COMPENSATION REPORTED IN A PRIOR YEAR WHILE ALSO BEING REPORTED IN THE CURRENT 990 AS TOTAL COMPENSATION. THE NONQUALIFIED RETIREMENT PLANS ARE AN INDUSTRY STANDARD AND ARE SUBJECT TO THE FUNDING REQUIREMENTS OF NONQUALIFIED DEFERRED COMPENSATION PLANS UNDER ERISA AND FEDERAL TAX REGULATIONS. PHILLIP COOPER FAMILY MEMBER OF KEY EMPLOYEE LOREN HAMEL 125162 EMPLOYMENT false LOWELL HAMEL FAMILY MEMBER OF KEY EMPLOYEE LOREN HAMEL 747820 EMPLOYMENT false NATALIE PAYNE MD FAMILY MEMBER OF DIRECTOR WILLIAM PAYNE AND OFFICER SEAN WELSH 61446 EMPLOYMENT false TRELLIS MORE THAN 35% OWNED BY DIRECTOR 870526 CONTROLLED ENTITY OF DIRECTOR false CHRISTINE GILLMAN FAMILY MEMBER OF DIRECTOR ROBERT ROTH 142010 EMPLOYMENT false LYNN TODMAN FAMILY MEMBER OF DIRECTOR MICHAEL TODMAN 396308 EMPLOYMENT false FORM 990, PART III, LINE 2 ON FEBRUARY 1, 2022, THE ORGANIZATION BECAME THE SOLE CORPORATE MEMBER OF BEAUMONT HEALTH AND SUBSIDIARIES (BEAUMONT HEALTH), AN INTEGRATED HEALTH CARE SYSTEM LOCATED IN SOUTHEAST MICHIGAN, THROUGH A NON-CASH BUSINESS COMBINATION. THE BUSINESS COMBINATION WAS DESIGNED TO ENABLE BOTH ORGANIZATIONS TO FURTHER THEIR CHARITABLE MISSIONS. FORM 990, PART VI, LINE 2 PRAVEEN THADANI, CHRISTINA FREESE DECKER AND MATTHEW COX HAVE A BUSINESS RELATIONSHIP AS THEY SERVE AS AN OFFICER OR DIRECTOR OF PRIORITY HEALTH MANAGED BENEFITS, INC. A RELATED TAXABLE ENTITY. FORM 990, PART VI, LINE 4 SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS ON FEBRUARY 1, 2022, THE BYLAWS WERE AMENDED AND RESTATED IN CONNECTION WITH THE INTEGRATION OF BEAUMONT HEALTH. MATERIAL AMENDMENTS INCLUDE PROVIDING FOR APPOINTMENT OF DIRECTORS FROM THE BEAUMONT HEALTH THE BOARD WITH STAGGERED TERMS, AND REQUIREMENTS FOR APPROVAL OF TWO THIRDS OF THE BOARD FOR CERTAIN ACTIONS INCLUDING CHANGES TO ARTICLES OF INCORPORATION OR BYLAWS OF CERTAIN SUBSIDIARIES, CLOSURE OF LICENSED HOSPITAL FACILITIES, CHANGES OF CONTROL, SALES OF CERTAIN ASSETS OR DISSOLUTION OF CERTAIN SUBSIDIARIES. ON SEPTEMBER 13, 2022, THE BYLAWS WERE AMENDED TO REMOVE THE REQUIREMENT OF LEGACY DIRECTORSHIPS, AND THE ASSOCIATED STAGGERED BOARD TERMS. THE BYLAWS WERE ALSO AMENDED TO PROVIDE THAT THE COMPENSATION COMMITTEE AND THE EXECUTIVE COMMITTEE WOULD BE COMPRISED OF THE SAME MEMBERS. ON JANUARY 22, 2022 THE ARTICLES OF INCORPORATION WERE AMENDED AND RESTATED IN CONNECTION WITH TRANSACTION TO INTEGRATE BEAUMONT HEALTH, AND RENAMED THE ENTITY FROM SPECTRUM HEALTH SYSTEM TO BHSH SYSTEM. MATERIAL AMENDMENTS INCLUDE ADDING BEAUMONT HEALTH AND SELECT SUBSIDIARIES TO THE LIST OF SUPPORTED ORGANIZATIONS, ESTABLISHING THAT DIRECTORS SHALL BE NOT LESS THAN 14 MEMBERS TO BE APPOINTED AS SET FORTH IN THE BYLAWS, AND MODIFYING THE DEDICATION OF ASSETS TO PROVIDE THE FOR SUPPORT FOR THE SUPPORTED ORGANIZATIONS LISTED AND OTHERWISE IN FURTHERANCE OF 501(C)(3) STATUS. ON OCTOBER 22, 2022, THE ARTICLES OF INCORPORATION WERE AMENDED TO CHANGE THE NAME FROM BHSH SYSTEM TO COREWELL HEATLH. FORM 990, PART VI, LINE 11B REVIEW OF FORM 990 BY GOVERNING BODY A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. THE REVIEW PROCESS FOR THIS FORM 990 IS AS FOLLOWS: PREPARATION OF THE RETURN IS SUPERVISED AND REVIEWED BY THE ORGANIZATION'S CORPORATE TAX MANAGER AND DIRECTOR. A SECOND REVIEW IS PERFORMED BY AN EXTERNAL CPA FIRM WITH EXPERTISE IN TAX-EXEMPT RETURN PREPARATION. THE RETURN IS REVIEWED BY THE ORGANIZATION'S FINANCE AND LEGAL DEPARTMENTS (INCLUDING THE CHIEF FINANCIAL OFFICER, CHIEF LEGAL OFFICER AND CORPORATE CONTROLLER) AND SHARED WITH THE MEMBERS OF THE FINANCE AND AUDIT COMMITTEE AND BOARD OF DIRECTORS. THE ORGANIZATION'S CHIEF FINANCIAL OFFICER REVIEWS COMMENTS OR QUESTIONS RECEIVED FROM MEMBERS OF THE BOARD OF DIRECTORS, IF ANY, TO ADDRESS OR TO INCORPORATE, AS APPROPRIATE, INTO THE RETURN PRIOR TO FILING. FORM 990, PART VI, LINE 12C CONFLICT OF INTEREST POLICY BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED, VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AND VERBALLY AT EACH BOARD AND BOARD COMMITTEE MEETING AS PART OF THE "DECLARATION OF CONFLICT OF INTEREST" PRIOR TO DISCUSSION OF ANY AGENDA ITEMS. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OR COMMITTEE WHICH IS CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE/SHE SHALL LEAVE THE MEETING BEFORE DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OR THE COMMITTEE CHAIR SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. 4. THE BOARD OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER THE ORGANIZATION CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD AND ALL OF THE ORGANIZATION'S COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. 7. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF THE BOARD AND BOARD COMMITTEES UPDATE THEIR ANNUAL DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER TENURE ON THE BOARD OF DIRECTORS WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETE A CONFLICT-OF-INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S SYSTEM COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE ORGANIZATION'S COMPLIANCE OPERATIONS ANALYST AND ESCALATED TO THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM, IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. IF THERE IS AN AFFIRMATIVE DISCLOSURE, THE QUESTIONNAIRE IS REVIEWED BY THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM. 3. THERE IS AN ONGOING REQUIREMENT TO UPDATE THE DISCLOSURE QUESTIONNAIRE WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. UPDATED DISCLOSURES FOLLOW THE SAME PROCESS AS INITIAL DISCLOSURES DESCRIBED ABOVE. 4. THE CONFLICTS OF INTEREST COMMITTEE, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINES HOW REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE THE ORGANIZATION'S EMPLOYMENT. MANAGEMENT OF A CONFLICT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION. FORM 990, PART VI, LINE 15A PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL THE COREWELL HEALTH BOARD OF DIRECTORS (THROUGH ITS COMPENSATION COMMITTEE) USES THE FOLLOWING PROCESS FOR DETERMINING COMPENSATION OF THE TOP MANAGEMENT OFFICIALS, OTHER OFFICERS, AND KEY EMPLOYEES AT COREWELL HEALTH. LABOR MARKET DATA REFLECTING COMPARABLE ORGANIZATIONS AND JOBS (PREPARED BY INDEPENDENT FIRMS) ARE RELIED UPON IN SETTING COMPENSATION LEVELS. COMPETITIVE ASSESSMENT REPORTS ARE PROVIDED TO THE COMPENSATION COMMITTEE IN ADVANCE OF MEETINGS. THE COMPETITIVE ASSESSMENT REPORT IS PREPARED BY A NATIONALLY KNOWN INDEPENDENT EXECUTIVE COMPENSATION FIRM. THE FOLLOWING SURVEYS, PREPARED BY INDEPENDENT FIRMS, WERE THE PRIMARY SOURCES REFERENCED TO OBTAIN MARKET DATA FOR THE REVIEW: -BDO: 2021 USA HEALTH INSURANCE PLANS SURVEY -GALLAGHER (FORMERLY INTEGRATED HEALTHCARE STRATEGIES): 2021 NATIONAL HEALTHCARE LEADERSHIP COMPENSATION SURVEY -MERCER: 2021 IHN HEALTHCARE COMPENSATION SURVEY -MERCER: 2021 IHP HEALTH PLAN COMPENSATION SURVEY -SULLIVAN COTTER ASSOCIATES: 2021 MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS SURVEY IN ADDITION, GENERAL INDUSTRY SURVEYS WERE REFERENCED: -MERCER: 2021 US EXECUTIVE REMUNERATION SUITE -WILLIS TOWERS WATSON: 2021 EXECUTIVE COMPENSATION SURVEY IN ADDITION TO THE ABOVE DATA SOURCES, THE COMPENSATION COMMITTEE APPROVED THE CREATION OF A CUSTOM PEER GROUP OF HIGH PERFORMING INTEGRATED HEALTH SYSTEMS TO ENSURE ROBUST DATA AND A RELEVANT COMPARATOR UNIVERSE. THE PEER GROUP ORGANIZATIONS ARE APPROVED BY THE COMPENSATION COMMITTEE AND CONSISTS OF HEALTHCARE SYSTEMS SIMILAR IN REVENUE SIZE, MARKET COMPETITORS, HIGH PERFORMERS, FINANCIALLY STABLE AS INDICATED BY BOND RATING AND THAT FOLLOW A SIMILAR STRATEGY (MULTI-SITE SYSTEMS, HEALTH PLANS). DATA FOR THE PEER GROUP ORGANIZATIONS IS COMPILED BY THE INDEPENDENT EXECUTIVE COMPENSATION FIRM. COMPENSATION ADJUSTMENTS ARE APPROVED BY COMPENSATION COMMITTEE MEMBERS, CONSISTENT WITH THE COREWELL HEALTH COMPENSATION PHILOSOPHY DESCRIBED BELOW. MINUTES OF COMMITTEE DISCUSSIONS AND DECISIONS ARE PREPARED TO MEMORIALIZE COMPENSATION COMMITTEE DECISIONS BASED UPON THE ABOVE DATA. CASH COMPENSATION DATA RELIED UPON BY THE COMPENSATION COMMITTEE IS NATIONAL AND REFLECTS THE COMPENSATION PAID TO EXECUTIVES IN COMPARABLE JOBS IN COMPARABLY-SIZED HEALTH CARE AND / OR HEALTH INSURANCE ORGANIZATIONS. COREWELL HEALTH RECRUITS NATIONALLY FOR ITS EXECUTIVES. BENEFITS DATA REFLECT NATIONAL HEALTH CARE / HEALTH INSURANCE MARKET PRACTICES. THIS PROCESS IS INTENDED TO ASSIST COREWELL HEALTH IN QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS (INTERMEDIATE SANCTIONS REGULATIONS) AND COMPLYING WITH THE COREWELL HEALTH EXCESS BENEFIT TRANSACTION POLICY FOR THOSE INDIVIDUALS IN THE GROUP WHO ARE DISQUALIFIED PERSONS. THE OPINION SUBMITTED FROM THE THIRD PARTY INDEPENDENT CONSULTING FIRM IS IN ACCORDANCE WITH THE PROVISIONS OF TREASURY REGULATIONS SECTION 53.4958-6(C)(2) AND IS ALSO INTENDED TO SATISFY THE PROFESSIONAL ADVICE REQUIREMENT OF TREASURY REGULATIONS SECTION 53.4958-1(D)(4)(III). FORM 990, PART VI, LINE 15B PROCESS TO ESTABLISH COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES SEE EXPLANATION PROVIDED FOR FORM 990, PART VI, LINE 15A. FORM 990, PART VI, LINE 19 REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION HAVE BEEN PROVIDED TO THE STATE OF MICHIGAN AND ARE AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND INTERNAL POLICIES ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. THE OVERALL SYSTEM CONSOLIDATED FINANCIAL STATEMENTS ARE PROVIDED AT HTTPS://WWW.SPECTRUMHEALTH.ORG/ABOUT-US/VALUE-AND-TRANSPARENCY FORM 990, PART VII, SECTION A COMPENSATION OF DIRECTORS BASED ON EXTERNAL OPINION BY SULLIVAN COTTER AND ASSOCIATES, INC., COREWELL HEALTH COMPENSATES BOARD MEMBERS IN A MANNER THAT IS REASONABLE IN RELATION TO MARKET DATA. BOARD OF DIRECTORS COMPENSATION IS CONTINUALLY REVIEWED TO CONFIRM COMPENSATION FALLS WITHIN REASONABLE LIMITS. ANY COMPENSATION AMOUNT IS TREATED AS TAXABLE TO THE BOARD MEMBER AND IS REPORTED AND PROVIDED TO THEM ON FORM 1099 AND/OR FORM W-2. FORM 990, PART VII, SECTION A REPORTED COMPENSATION AND HOURS THE COMPENSATION REPORTED FOR EMPLOYEES OF THE ORGANIZATION IS NOT FOR SERVICES IN THEIR CAPACITY AS MEMBERS OF THE BOARD OF DIRECTORS BUT FOR SERVICES AS EMPLOYEES OF THE HEALTH SYSTEM. CERTAIN DIRECTORS WERE PAID REASONABLE COMPENSATION FOR THEIR SERVICES AS MEMBERS OF THE BOARD. EMPLOYEES WITH COMPENSATION REPORTED IN PART VII WORK A COMBINED AVERAGE OF 50 HOURS PER WEEK FOR THE HEALTH SYSTEM. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS OR FUND BALANCES MINIMUM PENSION LIABILITY -$8,266,806 VALUATION ALLOWANCE -$232,086 TRANSFER OF FUNDS FROM GROUP $32,853,348 OTHER ACTIVITY $356,735 ___________ $24,711,191 COREWELL HEALTH INNOVATIONS LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 272868213 IP DEVELOP MI -317136 944747 COREWELL HV COREWELL HEALTH VENTURES LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 815424150 INVEST IN HCI MI -6999171 56299813 COREWELL HEA HEALTH DATA COLLABORATIVE LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 HLTH DATA COL MI COREWELL HEA RAPID CITY LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49301 HOLDING CO. MI COREWELL HEA RAPID CITY II LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 854384281 HOLDING CO. MI 34443 5990 COREWELL HEA RIVERCREST ONE LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 854384281 HOLDING CO. 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