TY 2018 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Richard DeVos Jr Chair	2.0 ................. 0	X	X	0	0	0
(2) ROBERT ROTH Vice Chair	1.0 ................. 0	X	X	44,750	0	0
(3) Sean Welsh Treasurer	1.0 ................. 0	X	X	37,720	0	0
(4) Christina Freese Decker President / CEO	45.0 ................. 5.0	X	X	2,291,815	0	701,421
(5) Richard Breon PRESIDENT / CEO - PART YEAR	48.0 ................. 2.0	X	X	4,764,822	0	46,091
(6) Stephen Boshoven Director	1.0 ................. 0	X		35,207	0	0
(7) Steve Ender Director	1.0 ................. 0	X		33,064	0	0
(8) Daniel Hopp Director	1.0 ................. 0	X		0	0	0
(9) Melonie Ice MD Director	1.0 ................. 0	X		38,750	0	0
(10) Michael Jandernoa Director	1.0 ................. 0	X		28,000	0	0
(11) Mehmood Khan Director	1.0 ................. 0	X		30,000	0	0
(12) Gloria Lara Director	1.0 ................. 1.0	X		29,500	0	0
(13) M Ashraf Mansour MD Director	1.0 ................. 49.0	X		0	836,764	46,719
(14) Mark Murray Director	1.0 ................. 0	X		34,000	0	0
(15) William Payne Director	1.0 ................. 0	X		32,000	0	0
(16) Michael Todman Director	1.0 ................. 0	X		0	0	0
(17) Michelle Van Dyke Director	1.0 ................. 0	X		33,000	0	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) Matthew Cox SVP, Chief Financial Officer	49.0 .......................1.0	X				1,169,013	0	518,400
(19) David Leonard Secretary, SVP, Chief Legal Officer	50.0 .......................0	X				1,199,082	0	324,972
(20) Loren Hamel MD SVP, CHIEF STRATEGY OFFICER, President, Lakeland Regional Health System	49.0 .......................1.0		X			288,032	0	52,849
(21) Jason Joseph SVP, Chief Information Officer	48.0 .......................2.0		X			542,844	0	160,329
(22) Celeste McIntyre SVP, Corporate Controller	50.0 .......................0		X			352,064	0	139,587
(23) Patrick O'Hare SVP, Facilities & Chief Information Officer - Part Year	47.0 .......................3.0		X			1,163,042	0	247,009
(24) Pamela Ries SVP, Chief Human Resources Officer	49.0 .......................1.0		X			996,614	0	299,629
(25) Lori Smith SVP, Treasury	50.0 .......................0		X			429,024	0	140,709
(26) Steven Heacock SVP, Public Affairs / Research - Part Year	43.0 .......................7.0			X		2,568,918	0	177,557
(27) Seth Wolk MD SVP, Chief Medical Officer - Part Year	48.0 .......................2.0			X		1,598,854	0	308,608
(28) Roger Jansen SVP, Business Development / Chief Strategy Officer - Part Year	50.0 .......................0			X		1,472,764	0	432,150
(29) Jill Ferris SVP, Finance, Payer Relations and Revenue Cycle - Part Year	50.0 .......................0			X		1,236,995	0	129,976
(30) Leonard Levy VP, Chief Information Security Officer - Part year	50.0 .......................0			X		763,855	0	130,359
(31) MICHAEL P FREED Former EVP, CFO	.......................0.0				X	3,348,651	584,434	0
(32) Ronald Knaus Former SVP, Chief Financial Officer	0.0 .......................0.0				X	6,482,565	0	75,013
(33) J Michael Kramer Former Highest Compensated	0.0 .......................0				X	651,259	0	0

(A) Name and business address	(B) Description of services	(C) Compensation
CHANGE HEALTHCARE SOLUTIONS 3055 LEBANON PIKE NASHVILLE,TN37214	IT CONSULTING	17,247,062
COGNIZANT TECHNOLOGY SOLUTIONS 500 FRANK W BURR BOULEVARD TEANECK,NJ07666	IT CONSULTING	7,730,705
LEIDOS HEALTH LLC 705 E MAIN ST WESTFIELD,IN46074	IT CONSULTING	7,305,384
SUN LIFE FINANCIAL PO BOX 7247-7184 PHILADELPHIA,PA191707184	FINANCIAL SERVICES	6,987,206
DELOITTE CONSULTING LLP 38 COMMERCE AVE SW SUITE 600 GRAND RAPIDS,MI49503	CONSULTING	5,134,753
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 186

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990 or 990-EZ).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................18

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) SPECTRUM HEALTH HOSPITALS	381360529	3	Yes		282,806,967	0
(B) SPECTRUM HEALTH PRIMARY CARE PARTNERS	381358164	3	Yes		78,726,398	0
(C) SPECTRUM HEALTH UNITED	381358412	3	Yes		11,975,376	0
(D) NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION	381359517	3	Yes		9,375,737	0
(E) SPECTRUM HEALTH CONTINUING CARE	383242232	9	Yes		8,649,657	0
(F) MECOSTA COUNTY MEDICAL CENTER	381368744	3	Yes		7,787,586	0
(G) ZEELAND COMMUNITY HOSPITAL	381411184	3	Yes		7,330,935	0
(H) REED CITY HOSPITAL CORPORATION	382770076	3	Yes		6,831,373	0
(I) MEMORIAL MEDICAL CENTER OF WEST MICHIGAN	381359266	3	Yes		6,675,064	0
(J) PENNOCK HOSPITAL	381360562	3	Yes		6,294,009	0
(K) LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC	382156872	3	Yes		2,221,005	0
(L) SPECTRUM HEALTH FOUNDATION	382752328	7	Yes		12,000	0
(M) LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER	383452303	3	Yes		0	0
(N) LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH	382539929	7	Yes		0	0
(O) LAKELAND HEALTH FOUNDATION NILES	383130558	7	Yes		0	0
(P) MERCY MEMORIAL HEALTH SERVICES INC	382748035	9	Yes		0	0
(Q) LAKELAND COMMUNITY HOSPITAL - WATERVLIET	381368745	3	Yes		0	0
(R) CARING CIRCLE	382416086	7	Yes		0	0
Total 18					428,686,107	0

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2018. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2017. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2018. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2018. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2017. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Yes

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Yes

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Yes

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

Yes

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Yes

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Yes

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
Schedule A, Part IV, Section A, Line 1 SUPPLEMENTAL INFORMATION.	SPECTRUM HEALTH SYSTEM 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. THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE TO OPERATE EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT ALL OF THE PURPOSES OF 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, LAKELAND HEALTH FOUNDATION, NILES, CARING CIRCLE, 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 AND ZEELAND COMMUNITY HOSPITAL (THE "SUPPORTED ORGANIZATIONS") ALL OF WHICH ARE DESCRIBED IN SECTION 501(C)(3) AND EITHER SECTION 509(A)(1) OR SECTION 509(A)(2) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED OR COMPARABLE PROVISIONS OF SUBSEQUENT LEGISLATION (THE "CODE"). SUBJECT TO AND IN FURTHERANCE OF THE FOREGOING, THE PURPOSES OF THE CORPORATION SHALL BE: 2.1.1. 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. 2.1.2. 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: 2.1.2.1. 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. 2.1.2.2. FACILITIES PROVIDING AMBULATORY CARE, NURSING CARE, REHABILITATION AND OTHER SERVICES. 2.1.2.3. CLINICS THROUGH WHICH PHYSICIANS AND OTHER PROVIDERS RENDER PROFESSIONAL MEDICAL SERVICES. 2.1.2.4. OTHER ACTIVITIES AND PROGRAMS DESIGNED AND CARRIED ON PROMOTING THE GENERAL HEALTH OF THE COMMUNITY. 2.1.3. 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. 2.1.4. 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. 2.1.5. 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. 2.1.6. TO 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. 2.1.7. 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. 2.1.8. 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. THE AMOUNTS REPORTED IN SCHEDULE A, PART I, LINE 11H, COLUMN (VII) RELATE TO EXPENSES INCURRED BY THE ORGANIZATION ON BEHALF OF THE SUPPORTED ENTITIES (REIMBURSED IN WHOLE OR IN PART THROUGH MANAGEMENT FEES).
Schedule A, Part V, Section D Line 2 OFFICERS APPOINTED OR SERVING SUPPORTED ORG.	Spectrum Health System 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, Spectrum Health System 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 A, Line 5a Added, Substituted, or Removed Sup. Org.	AS OF 10/1/2018, SPECTRUM HEALTH SYSTEM INTEGRATED WITH LAKELAND REGIONAL HEALTH SYSTEM, INC. (#38-2609624) AND ADDED THE FOLLOWING ENTITIES AS SUPPORTED ORGANIZATIONS: - LAKELAND HOSPITALS AT NILES AND ST. JOSEPH, INC. (# 38-2156872) - LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER (# 38-3452303) - LAKELAND HEALTH FOUNDATION, BENTON HARBOR/ST. JOSEPH (# 38-2539929) - LAKELAND HEALTH FOUNDATION, NILES (# 38-3130558) - MERCY MEMORIAL HEALTH SERVICES INC. (# 38-2748035) - LAKELAND COMMUNITY HOSPITAL - WATERVLIET (# XXX-XX-XXXX) - CARING CIRCLE (# 38-2416086)
Schedule A, Part IV, Section A, Line 6 Support to other supported orgs	Spectrum Health System provides services and support to organizations within the integrated health care system that are outside of Spectrum Health System's supported organizations. The other organizations Spectrum Health System provides services and support to are related organizations reported on Schedule R.
Schedule A, Part IV, Section D, Line 3 Supp. Org. 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.

Schedule A (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2

Name of organization Spectrum Health System

Part I	Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 3

Name of organization Spectrum Health System		Employer identification number 38-3382353

Part II	Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 4


Name of organization Spectrum Health System			Employer identification number 38-3382353
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities (see instructions) ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2018

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ...............................
c	Total lobbying expenditures (add lines 1a and 1b) ...................................................................
d	Other exempt purpose expenditures ........................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2015	(b) 2016	(c) 2017	(d) 2018	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2018

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Yes

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Yes

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Yes

283,006

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Yes

156,305

Total. Add lines 1c through 1i ....................................................................................................

439,359

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures (see instructions) .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
Schedule C, Part II-B, Line 1 Description of the activities reported on lines 1A through 1I	Spectrum Health System 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. Spectrum Health System 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	Spectrum Health System is a member of the American Hospital Association, Michigan Health & Hospital Association and Children's Hospital Association. Lobbying expenditures reported on Line 1i reflect activities performed by trade organizations on the filing organization's behalf.

Return Reference

Explanation

Schedule C, Part II-B, Line 1 Description of the activities reported on lines 1A through 1I

Spectrum Health System 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. Spectrum Health System 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

Spectrum Health System is a member of the American Hospital Association, Michigan Health & Hospital Association and Children's Hospital Association. Lobbying expenditures reported on Line 1i reflect activities performed by trade organizations on the filing organization's behalf.

Schedule C (Form 990 or 990EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
SchDMd Bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2018

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....	12,356,036	2,585,937	9,770,099
c	Leasehold improvements	8,767,686	5,670,820	3,096,866
d	Equipment ....	14,593,082	6,278,795	8,314,287
e	Other .....	222,246,050	150,845,974	71,400,076
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				92,581,328

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Post Retirement Benefits				130,603,956
(2) Due From Affiliates				74,860,582
(3) Other Assets				44,963,417
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				250,427,955

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
Due to Affiliates	45,454,984
Post Retirement Benefits	146,083,929
SWAP Market Value	105,034,888
Insurance	96,023,308
Other Liabilities	10,657,503
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	403,254,612
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation

Schedule D (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2018

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Christina Freese Decker President / CEO	(i) (ii)	1,003,664 ------------- 0	1,274,243 ------------- 0	13,908 ------------- 0	557,571 ------------- 0	143,850 ------------- 0	2,993,236 ------------- 0	807,444 ------------- 0
2Richard Breon PRESIDENT / CEO - PART YEAR	(i) (ii)	1,354,065 ------------- 0	3,261,657 ------------- 0	149,100 ------------- 0	24,750 ------------- 0	21,341 ------------- 0	4,810,913 ------------- 0	2,294,061 ------------- 0
3M Ashraf Mansour MD Director	(i) (ii)	0 ------------- 644,283	0 ------------- 178,365	0 ------------- 14,116	0 ------------- 27,500	0 ------------- 19,219	0 ------------- 883,483	0 ------------- 0
4MICHAEL P FREED Former EVP, CFO	(i) (ii)	0 ------------- 0	3,348,651 ------------- 584,434	0 ------------- 0	0 ------------- 0	0 ------------- 0	3,348,651 ------------- 584,434	3,348,651 ------------- 584,434
5Ronald Knaus Former SVP, Chief Financial Officer	(i) (ii)	14,118 ------------- 0	3,343,407 ------------- 0	3,125,040 ------------- 0	0 ------------- 0	75,013 ------------- 0	6,557,578 ------------- 0	2,928,406 ------------- 0
6Matthew Cox SVP, Chief Financial Officer	(i) (ii)	715,185 ------------- 0	419,217 ------------- 0	34,611 ------------- 0	394,879 ------------- 0	123,521 ------------- 0	1,687,413 ------------- 0	173,088 ------------- 0
7David Leonard Secretary, SVP, Chief Legal Officer	(i) (ii)	498,126 ------------- 0	679,304 ------------- 0	21,652 ------------- 0	230,532 ------------- 0	94,440 ------------- 0	1,524,054 ------------- 0	442,484 ------------- 0
8Loren Hamel MD SVP, CHIEF STRATEGY OFFICER, President, Lakeland Regional Health System	(i) (ii)	153,088 ------------- 0	132,000 ------------- 0	2,944 ------------- 0	13,390 ------------- 0	39,459 ------------- 0	340,881 ------------- 0	0 ------------- 0
9Jason Joseph SVP, Chief Information Officer	(i) (ii)	383,723 ------------- 0	156,939 ------------- 0	2,182 ------------- 0	93,886 ------------- 0	66,443 ------------- 0	703,173 ------------- 0	49,120 ------------- 0
10Celeste McIntyre SVP, Corporate Controller	(i) (ii)	257,570 ------------- 0	90,202 ------------- 0	4,292 ------------- 0	76,673 ------------- 0	62,914 ------------- 0	491,651 ------------- 0	12,219 ------------- 0
11Patrick O'Hare SVP, Facilities & Chief Information Officer - Part Year	(i) (ii)	422,323 ------------- 0	719,141 ------------- 0	21,578 ------------- 0	166,081 ------------- 0	80,928 ------------- 0	1,410,051 ------------- 0	463,482 ------------- 0
12Pamela Ries SVP, Chief Human Resources Officer	(i) (ii)	443,890 ------------- 0	534,210 ------------- 0	18,514 ------------- 0	226,783 ------------- 0	72,846 ------------- 0	1,296,243 ------------- 0	323,331 ------------- 0
13Lori Smith SVP, Treasury	(i) (ii)	299,819 ------------- 0	120,828 ------------- 0	8,377 ------------- 0	75,847 ------------- 0	64,862 ------------- 0	569,733 ------------- 0	29,222 ------------- 0
14J Michael Kramer Former Highest Compensated	(i) (ii)	0 ------------- 0	222,529 ------------- 0	428,730 ------------- 0	0 ------------- 0	0 ------------- 0	651,259 ------------- 0	222,529 ------------- 0
15Steven Heacock SVP, Public Affairs / Research - Part Year	(i) (ii)	321,375 ------------- 0	1,412,702 ------------- 0	834,841 ------------- 0	101,421 ------------- 0	76,136 ------------- 0	2,746,475 ------------- 0	1,211,883 ------------- 0
16Seth Wolk MD SVP, Chief Medical Officer - Part Year	(i) (ii)	471,934 ------------- 0	993,976 ------------- 0	132,944 ------------- 0	185,048 ------------- 0	123,560 ------------- 0	1,907,462 ------------- 0	602,765 ------------- 0
17Roger Jansen SVP, Business Development / Chief Strategy Officer - Part Year	(i) (ii)	630,083 ------------- 0	821,595 ------------- 0	21,086 ------------- 0	331,402 ------------- 0	100,748 ------------- 0	1,904,914 ------------- 0	525,201 ------------- 0
18Jill Ferris SVP, Finance, Payer Relations and Revenue Cycle - Part Year	(i) (ii)	239,048 ------------- 0	566,632 ------------- 0	431,315 ------------- 0	73,880 ------------- 0	56,096 ------------- 0	1,366,971 ------------- 0	446,515 ------------- 0
19Leonard Levy VP, Chief Information Security Officer - Part year	(i) (ii)	80,424 ------------- 0	286,097 ------------- 0	397,334 ------------- 0	87,476 ------------- 0	42,883 ------------- 0	894,214 ------------- 0	286,097 ------------- 0

Schedule J (Form 990) 2018

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
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 bi-annual board retreat travel. In limited situations where first class travel was utilized, it was paid for as part of a corporate award airline mileage program at no additional cost to the organization. To the extent the benefit is deemed reportable, it is treated as taxable compensation in a 1099 or W-2 to the recipient.
Schedule J, Part I, Line 1a Travel for companions	The organization provided companion travel for six executive employees. The related amounts were treated as taxable compensation and included in Form W-2.
Schedule J, Part I, Line 1a Health or social club dues or initiation fees	The organization provided health club dues for nine executive employees. These amounts were treated as taxable compensation and included in Form W-2.
Schedule J, Part I, Line 4a Severance or change-of-control payment	$621,812 RONALD KNAUS $98,025 STEVEN HEACOCK $223,136 LEONARD LEVY $428,730 J. MICHAEL KRAMER
Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan	$2,294,061 RICHARD BREON $173,088 MATTHEW COX $446,515 JILL FERRIS $3,933,085 MICHAEL FREED $807,444 CHRISTINA FREESE DECKER $1,211,883 STEVEN HEACOCK $525,201 ROGER JANSEN $49,120 JASON JOSEPH $2,928,406 RONALD KNAUS $222,529 J. MICHAEL KRAMER $442,484 DAVID LEONARD $286,097 LEONARD LEVY $12,219 CELESTE MCINTYRE $463,482 PATRICK O'HARE $323,331 PAMELA RIES $29,222 LORI SMITH $602,765 SETH WOLK 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. THIS INCLUDES CERTAIN PAYMENTS IN 2018 OF A LONG-TERM INCENTIVE BONUS PLAN FOR CERTAIN KEY EXECUTIVES THAT HAS A THREE YEAR MEASUREMENT PERIOD ENDING JUNE 30, 2018. 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.

Schedule J (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ........ Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No
(1) Celeste McIntyre	Key Employee	Tuition Assistance		X	27,000	18,121		No		No	Yes





Total ............... $						18,121

Part III

Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2018

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) JW MARRIOT GRAND RAPIDS	BUSINESS	174,391	SEE SCHEDULE L, PART V		No
(2) MS ALLYSON BREON	FAMILY	142,078	SEE SCHEDULE L, PART V		No
(3) MR MARK BREON	FAMILY	141,582	SEE SCHEDULE L, PART V		No
(4) AMWAY HOTEL CORPORATION	BUSINESS	131,615	SEE SCHEDULE L, PART V		No
(5) SMG DEVOS PLACE	BUSINESS	104,383	SEE SCHEDULE L, PART V		No
(6) DP FOX SPORTS AND ENTERTAINMENT	BUSINESS	100,000	SEE SCHEDULE L, PART V		No
(7) MS KRISTEN O'HARE	FAMILY	50,114	SEE SCHEDULE L, PART V		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference

Explanation

Schedule L, Part V FAMILY AND BUSINESS TRANSACTIONS WITH INTERESTED PERSONS

MR. RICHARD DEVOS, JR, A BOARD MEMBER, HAS INDIRECT OWNERSHIP IN FOUR TAXABLE ENTITIES THAT HAVE A BUSINESS RELATIONSHIP WITH THE ORGANIZATION. (PART IV, LINES 1, 4, 5, & 6) MR. RICHARD BREON, AN OFFICER AND BOARD MEMBER, HAS A SON AND DAUGHTER-IN-LAW WHO ARE EMPLOYED BY THE ORGANIZATION. (PART IV, LINES 2 & 3) MR. PATRICK O'HARE, A KEY EMPLOYEE, HAS A DAUGHTER WHO IS EMPLOYED BY THE ORGANIZATION. (PART IV, LINE 7)

Schedule L (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Return Reference	Explanation
Form 990, Part VI, Line 6 CLASSES OF MEMBERS OR STOCKHOLDERS	THE ORGANIZATION IS ORGANIZED ON A NON-STOCK DIRECTORSHIP BASIS WITH NO MEMBERS.
Form 990, Part VI, Line 7b DECISIONS SUBJECT TO APPROVAL OF MEMBERS	THE ORGANIZATION IS ORGANIZED ON A NON-STOCK DIRECTORSHIP BASIS WITH NO MEMBERS.
Form 990, Part VI, Line 2 Family/business relationships amongst interested persons	MS. MICHELLE VAN DYKE AND MS. CHRISTINA FREESE DECKER - Business relationship, Mr. Richard Breon and MS. CHRISTINA FREESE DECKER - Business relationship, MR. RICHARD DEVOS, JR. AND MR. WILLIAM PAYNE - Business relationship
Form 990, Part VI, Line 4 Significant changes to organizational documents	THE ORGANIZATION UPDATED ITS GOVERNING DOCUMENTS TO REFLECT THE INTEGRATION OF LAKELAND REGIONAL HEALTH SYSTEM, INC. (EIN 38-2609624) AND ADDED THE FOLLOWING ENTITIES AS SUPPORTED ORGANIZATIONS: LAKELAND HOSPITALS AT NILES AND ST. JOSEPH, INC. (EIN 38-2156872) LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER (EIN 38-3452303) LAKELAND HEALTH FOUNDATION, BENTON HARBOR/ST. JOSEPH (EIN 38-2539929) LAKELAND HEALTH FOUNDATION, NILES (EIN 38-3130558) MERCY MEMORIAL HEALTH SERVICES INC. (EIN 38-2748035) LAKELAND COMMUNITY HOSPITAL - WATERVLIET (EIN 38-1368745) CARING CIRCLE (EIN 38-2416086) ADDITIONALLY, THE BYLAWS WERE AMENDED TO (A) INCREASE THE MAXIMUM NUMBER OF DIRECTORS TO 16, AND (B) PROVIDE THAT THE BOARD OF DIRECTORS MAY MAKE EXCEPTIONS TO THE 9 CONSECTUTIVE YEARS TERM LIMIT FOR DIRECTORS, FOR THE LIMITED PURPOSE OF APPOINTING A CHAIRPERSON OF THE BOARD WHO WOULD OTHERWISE NO LONGER BE ELIGIBLE FOR MEMBERSHIP ON THE BOARD DUE TO TERM LIMITS.
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: 1. Preparation of the return is supervised and reviewed by the Organization's Corporate Tax Manager. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. 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. 4. The Organization's Chief Financial Officer reviews comments or questions received by 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, BOTH VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS as well as verbally at a board meeting prior to discussion of any agenda item with regard to which a board member has a conflict. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the Board of Directors or committee considering that transaction or arrangement, but after that presentation he or she shall leave the meeting during 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 of Directors or committee 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 of Directors 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 of Directors 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 of Directors 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 of directors complete another disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. If a member of the board of directors completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the conflicts of interest committee, which is comprised of individuals from legal, organizational integrity, internal audit, human resources, and members of leadership for review. MANAGEMENT 1. Upon acceptance of an employment offer, each member of management completes a conflict of interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's organizational integrity department. A copy of the member of management's disclosure is reviewed by the organization's COI coordinator and escalated to the Conflicts of Interest Committee if necessary. 2. Annually, each member of management completes an annual conflict of interest disclosure questionnaire electronically. The disclosure questionnaire is reviewed by the conflicts of interest committee, which is comprised of individuals from legal, organizational integrity, internal audit, human resources, and members of leadership. 3. There is an ongoing requirement that members of management complete another disclosure questionnaire at any point during his/her employment when a new potential conflict of interest arises. If a member of management completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the conflicts of interest committee. 4. The conflicts of interest committee, in consultation with executive management, determines how any 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 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 Spectrum Health System Board of Directors (through its Executive Committee) uses the following process for determining compensation of the top management official, other officers, and key employees at Spectrum Health System. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon. Competitive assessment reports are provided to the Executive Committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. For FY 2019 (7/1/18-6/30/19), four health care executive compensation surveys, two medical group surveys, two pediatric hospital surveys and one health plan survey prepared by independent firms were the primary sources referenced to obtain market data for the review: * Sullivan, Cotter and Associates: 2017 Survey of Manager and Executive Compensation in Hospitals and Health Systems * Integrated Healthcare Strategies: 2017 HealthCare Executive Compensation Survey * Mercer: 2017 Integrated Health Networks Compensation Survey, also provides data for health plans * Towers Watson: 2017 Hospital and Health Care Management Compensation Report * Medical Group Management Association: 2017 Management Compensation Survey * Sullivan, Cotter and Associates: 2017 Physician Compensation and Productivity Survey Report * Sullivan, Cotter and Associates: 2017 Custom Survey of Manager and Executive Compensation in Children's Hospitals * Warren: Fall 2017 HMO Salary Survey In addition, four general industry surveys were referenced: * Mercer: 2017 Executive Compensation Survey * Mercer: 2017 Information Technology Survey * Mercer: 2017 Human Resources Survey * Towers Watson: 2017 Top Management Compensation Report In addition to the above data sources, the Executive 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 Executive Committee and consist of double A bond rated and / or Truven top quintile organizations. Data for the peer group organizations is compiled by the independent executive compensation firm. Compensation adjustments are approved by Executive Committee members, consistent with the Spectrum Health compensation philosophy described below. Minutes of Committee discussions and decisions are prepared to memorialize Executive Committee decisions based upon the above data. Cash compensation data relied upon by the Executive Committee is national and reflects the compensation paid to executives in comparable jobs in comparably-sized health care and / or health insurance organizations. Spectrum Health recruits nationally for its executives. Benefits data reflect national health care / health insurance market practices. Geographic pay differential and cost of living data indicates consistency with national data. This process is intended to assist Spectrum Health in qualifying for the rebuttable presumption of reasonableness (Intermediate Sanctions Regulations) and complying with the potential Spectrum 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 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 www.spectrumhealth.org in the section titled "About Us" within subsection "Value and Transparency".
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. CONSISTENT WITH PRIOR YEARS, COMPENSATION AND BENEFITS ARE REPORTED USING THE MOST RECENT CALENDAR YEAR COMPENSATION DATA. THE COMPENSATION FIGURES REPORTED IN THESE SECTIONS ARE FOR THE YEAR ENDED DECEMBER 31, 2018. EMPLOYEES WITH COMPENSATION REPORTED IN PART VII WORK A COMBINED AVERAGE OF 50 HOURS PER WEEK FOR THE Health System.
Form 990, Part VII, Section A Compensation of Directors	Based on external opinion by Sullivan Cotter and Associates, Inc., Spectrum Health System 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.
Form 990, Part VIII, Line 2f Other Program Service Revenue	Other operating income - Total Revenue: 175223, Related or Exempt Function Revenue: 166941, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 8282;
Form 990, Part IX, Line 11g Other Fees	PURCHASED SERVICES - Total Expense: 45754126, Program Service Expense: 45606611, Management and General Expenses: 147515, Fundraising Expenses: ; CONSULTING FEES - Total Expense: 31306947, Program Service Expense: 31270969, Management and General Expenses: 35978, Fundraising Expenses: ; OTHER PROFESSIONAL FEES - Total Expense: 1805035, Program Service Expense: 1805035, Management and General Expenses: , Fundraising Expenses: ;
Form 990, Part XI, Line 9 Other changes in net assets or fund balances	VALUATION ALLOWANCE - -1416454; MINIMUM PENSION LIABILITY - -17080638; FUNDS TRANSFER FROM SUPPORTED ORGANIZATIONS - 32085802;

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Spectrum Health System

Employer identification number

38-3382353

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) SPECTRUM HEALTH INNOVATIONS LLC 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 27-2868213	IP DEVELOP	MI	10,146	339,646	SPECTRUM HEALTH SYSTEM
(2) SPECTRUM HEALTH VENTURES LLC 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 81-5424150	INVESTMENT IN HEALTHCARE INNOVATION	MI	5,051	10,401,812	SPECTRUM HEALTH SYSTEM

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)SPECTRUM HEALTH HOSPITALS 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 38-1360529	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(2)SPECTRUM HEALTH PRIMARY CARE PARTNERS 1840 WEALTHY ST SE GRAND RAPIDS,MI49506 38-1358164	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(3)SPECTRUM HEALTH FOUNDATION 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 38-2752328	PHILANTHROPY	MI	501(c)(3)	7	SPECTRUM HEALTH SYSTEM	Yes
(4)SPECTRUM HEALTH CONTINUING CARE 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-3242232	REHAB/CARE	MI	501(c)(3)	10	SPECTRUM HEALTH SYSTEM	Yes
(5)SPECTRUM HEALTH CONTINUING CARE CENTER 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-2415333	REHAB/NRS	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(6)SPECTRUM HEALTH WORTH SERVICES 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-2786617	HEALTHCARE	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(7)VISITING NURSE SERVICES OF WESTERN MICHIGAN 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-1359195	HEALTHCARE	MI	501(c)(3)	10	SPECTRUM HEALTH CONTINUING CARE		No
(8)PRIORITY HEALTH 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-2715520	HMO	MI	501(c)(4)		SPECTRUM HEALTH SYSTEM	Yes
(9)TRINITY HEALTH PLANS 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-2663747	HMO MGMT	MI	501(c)(4)		PRIORITY HEALTH		No
(10)PRIORITY HEALTH CHOICE INC 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 32-0016523	HMO (MEDICAID)	MI	501(c)(3)	10	PRIORITY HEALTH		No
(11)SPECTRUM HEALTH KELSEY 615 S BOWER GREENVILLE,MI48838 38-1297435	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH UNITED		No
(12)REED CITY HOSPITAL CORPORATION 300 N PATTERSON RD REED CITY,MI49677 38-2770076	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(13)NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION 212 S SULLIVAN AVENUE FREMONT,MI49412 38-1359517	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(14)KENT COMMUNITY HEALTH FOUNDATION 750 FULLER AVE NE GRAND RAPIDS,MI49503 38-3607110	PHILANTHROPY	MI	501(c)(3)	Type III-O	SPECTRUM HEALTH HOSPITALS		No
(15)ZEELAND COMMUNITY HOSPITAL 8333 FELCH STREET ZEELAND,MI49464 38-1411184	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(16)SPECTRUM HEALTH UNITED 615 S BOWER GREENVILLE,MI48838 38-1358412	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(17)MEMORIAL MEDICAL CENTER OF WEST MICHIGAN ONE ATKINSON DRIVE LUDINGTON,MI49431 38-1359266	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(18)MECOSTA COUNTY MEDICAL CENTER 605 OAK STREET BIG RAPIDS,MI49307 38-1368744	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(19)PENNOCK HOSPITAL 1009 WEST GREEN STREET HASTINGS,MI49058 38-1360562	HEALTHCARE	MI	501(c)(3)	3	SPECTRUM HEALTH SYSTEM	Yes
(20)LAKESHORE AREA RADIATION ONCOLOGY CENTER 12642 Riley Street Holland,MI494249202 38-3067954	Radiation services	MI	501(c)(3)	3	Spectrum Health Hospitals		No
(21)LAKELAND REGIONAL HEALTH SYSTEM INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2609624	PROVIDE A COMPREHENSIVE SYSTEM OF HEALTH CARE TO CITIZENS FOR THE THE COMMUNITY	MI	501(c)(3)	Type III-FI	SPECTRUM HEALTH SYSTEM	Yes
(22)LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER 1234 NAPIER AVENUE STJOSEPH,MI49085 38-3452303	LONGTERM HEALTHCARE/HEALING SERVICES	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC		No
(23)LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2539929	PROMOTE AND ASSIST IN PROVIDING HEALTH CARE	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SYSTEM INC		No
(24)LAKELAND HEALTH FOUNDATION NILES 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-3130558	PROMOTE/ASSIST IN PROVIDING HEALTH CARE SERVICES IN SOUTHWESTERN MICHIGAN	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SERVICES INC		No
(25)MERCY MEMORIAL HEALTH SERVICES INC 4368 CLEVELAND AVENUE STEVENSVILLE,MI49127 38-2748035	PROVIDE HOMECARE AND LONG-TERM HEALTHCARE TO PATIENTS SOUTHWEST MICHIGAN	MI	501(c)(3)	10	LAKELAND REGIONAL HEALTH SYSTEM INC		No
(26)LAKELAND COMMUNITY HOSPITAL - WATERVLIET 400 MEDICAL PARK DRIVE WATERVLIET,MI49098 38-1368745	TO PROVIDE GENERAL HEALTH OF THE COMMUNITY THROUGH EDUCATION AND HEALTHCARE	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC		No
(27)HOSPICE AT HOME INC 4025 HEALTH PARK LANE ST JOSEPH,MI49085 38-2416086	TO PROVIDE HOSPICE AND PALLIATIVE CARE TO THE TERMINALLY ILL	MI	501(c)(3)	7	LAKELAND REGIONAL HEALTH SYSTEM INC		No
(28)LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC 1234 NAPIER AVENUE GRAND RAPIDS,MI49085 38-2156872	PROVIDE A COMPREHENSIVE SYSTEM OF HEALTH CARE TO CITIZENS OF THE COMMUNITY	MI	501(c)(3)	3	LAKELAND REGIONAL HEALTH SYSTEM INC		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2018

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) PRIORITY HEALTH MANAGED BENEFITS 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 38-3085182	THIRD PARTY ADMINISTRATOR	MI	SPECTRUM HEALTH SYSTEM	C Corporation	302,401,797	35,005,138	100 %	Yes
(2) SPECTRUM HEALTH PHYSICIAN ALLIANCE 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 37-1655728	PHYSICIANS	MI	SPECTRUM HEALTH SYSTEM	C Corporation	0	145,744	100 %	Yes
(3) WEST MICHIGAN HEART 2900 BRADFORD STREET NE GRAND RAPIDS,MI49525 38-2125186	PHYSICIANS	MI	SPECTRUM HEALTH SYSTEM	C Corporation	481,634	5,097,599	100 %	Yes
(4) CAMPUS TOWN CENTRE CONDO ASSOCIATION 4868 LAKE MICHIGAN DRIVE ALLENDALE,MI49401 38-2910067	MGMT	MI	NA	C Corporation					No
(5) HELEN DEVOS WOMEN'S AND CHILDREN'S HEALTH PAVILION ASSOCIATION 330 BARCLAY NE GRAND RAPIDS,MI49503 38-3264184	MGMT	MI	NA	C Corporation					No
(6) LEMMEN-HOLTON CANCER PAVILION CONDOMINIUM ASSOCIATION 145 MICHIGAN ST NE GRAND RAPIDS,MI49503 16-1734150	MGMT	MI	NA	C Corporation					No
(7) MUSCULOSKELETAL CENTER CONDOMINIUM ASSOCIATION 230 MICHIGAN NE GRAND RAPIDS,MI49503 38-3180086	MGMT	MI	NA	C Corporation					No
(8) PRIORITY HEALTH INSURANCE COMPANY 1231 EAST BELTLINE NE GRAND RAPIDS,MI49525 20-1529553	INSURANCE	MI	NA	C Corporation					No
(9) THE FRED AND LENA MEIJER HEART CENTER CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 83-0464302	MGMT	MI	NA	C Corporation					No
(10) THE MICHIGAN STREET PARKING CONDOMINIUM ASSOCATION 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 16-1734145	MGMT	MI	NA	C Corporation					No
(11) 25 MICHIGAN STREET CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS,MI49503 16-1734157	MGMT	MI	NA	C Corporation					No
(12) 35 MICHIGAN STREET CONDOMINIUM ASSOCIATION 35 MICHIGAN ST NE GRAND RAPIDS,MI49503 27-2193084	MGMT	MI	NA	C Corporation					No
(13) PENNOCK VENTURES INC 1009 WEST GREEN STREET HASTINGS,MI49058 38-2712819	Healthcare	MI	NA	C Corporation					No
(14) PENNOCK PHARMACY 1009 WEST GREEN STREET HASTINGS,MI49058 38-2750680	HEALTHCARE	MI	NA	C Corporation					No
(15) MEMORIAL MEDICAL CENTER MEDICAL OFFICE BUILDING CONDOMINIUM ASSOCIATION 5 N ATKINSON DRIVE LUDINGTON,MI49431 81-3322057	MGMT	MI	Na	C Corporation					No
(16) LAKELAND HEALTH ENTERPRISES INC 31 NORTH ST JOSEPH AVENUE NILES,MI49120 38-2669798	ACCOUNTING AND BILLING	MI	LAKELAND REGIONAL HEALTH SYSTEM INC	C Corporation					No
(17) PHARMACY SHOPPE INC DBA LAKELAND PHARMACY SHOPPE INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 38-2929090	PHARMACEUTICALS	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(18) LAKELAND MEDICAL PRACTICES 1234 NAPIER AVENUE STJOSEPH,MI49085 27-0381199	MEDICAL ADMINISTRATIVE SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(19) SOUTHWESTERN MEDICAL CLINIC PHYSICIANS INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2589359	PHYSICIAN OFFICE	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(20) FOUR FLAGS PROPERTIES INC 122 GRANT STREET NILES,MI49120 36-4501639	PROPERTY MANAGEMENT/RENTAL	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(21) LAKELAND HEALTH VENTURES INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2313790	HOLDING COMPANY	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(22) LAKELAND PHYSICIAN CARE NETWORK 1234 NAPIER AVENUE ST JOSEPH,MI49085 20-8513031	MEDICAL SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No
(23) LAKELAND PERSONAL CARE SERVICES INC 1234 NAPIER AVENUE ST JOSEPH,MI49085 27-2990797	HEALTHCARE SERVICES	MI	LAKELAND HEALTH ENTERPRISES INC	C Corporation					No

Schedule R (Form 990) 2018

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

Yes

b Gift, grant, or capital contribution to related organization(s) ............................

Yes

c Gift, grant, or capital contribution from related organization(s) ............................

Yes

d Loans or loan guarantees to or for related organization(s) ............................

Yes

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

Yes

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) .................

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

Yes

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

Yes

s Other transfer of cash or property from related organization(s) ............................

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Priority Health	A	540,000	GAAP, CASH, OR FMV
(2) Spectrum Health Foundation	C	426,028	GAAP, CASH, OR FMV
(3) Priority Health	L	324,702,481	GAAP, CASH, OR FMV
(4) Spectrum Health Hospitals	L	282,806,967	GAAP, CASH, OR FMV
(5) Spectrum Health Primary Care Partners	L	78,726,398	GAAP, CASH, OR FMV
(6) Spectrum Health United	L	11,975,376	GAAP, CASH, OR FMV
(7) Newaygo County General Hospital Association	L	9,375,737	GAAP, CASH, OR FMV
(8) Spectrum Health Continuing Care	L	8,649,657	GAAP, CASH, OR FMV
(9) Mecosta County Medical Center	L	7,787,586	GAAP, CASH, OR FMV
(10) Zeeland Community Hospital	L	7,330,935	GAAP, CASH, OR FMV
(11) Reed City Hospital Corporation	L	6,831,373	GAAP, CASH, OR FMV
(12) Memorial Medical Center of West Michigan	L	6,675,064	GAAP, CASH, OR FMV
(13) Pennock Hospital	L	6,294,009	GAAP, CASH, OR FMV
(14) LAKELAND HOSPITALS AT NILES & ST JOSEPH INC	L	2,221,005	GAAP, CASH, OR FMV
(15) SPECTRUM HEALTH PHYSICIAN ALLIANCE	L	109,404	GAAP, CASH, OR FMV
(16) PRIORITY HEALTH	M	44,274,040	GAAP, CASH, OR FMV

Schedule R (Form 990) 2018

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2018

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference

Explanation

Schedule R, Part II, Column (g) SECTION 512(B)(13) CONTROLLED ENTITY

THE ORGANIZATION IS THE COMMON PARENT ORGANIZATION OF A CONSOLIDATED HEALTH SYSTEM, SPECTRUM HEALTH SYSTEM.

Schedule R, Part IV IDENTIFICATION OF RELATED ORGANIZATIONS

35 MICHIGAN STREET CONDOMINIUM ASSOCIATION AND LEMMEN-HOLTON CANCER PAVILION CONDOMINIUM ASSOCIATION ARE INCLUDED ON SCHEDULE R, PART IV AS THE VOTING POWER IS CONTROLLING UNDER THE CONSTRUCTIVE OWNERSHIP RULES OF UNDER SECTION 318 OF THE INTERNAL REVENUE CODE. SCHEDULE R, PART IV, COLUMNS (F) SHARE OF TOTAL INCOME AND (G) SHARE OF END-OF-YEAR ASSETS ARE REPORTED BASED ON OWNERSHIP RATHER THAN VOTING POWER. SCHEDULE R, PART IV, COLUMN (H) IS REPORTED BASED ON THE GREATER OF OWNERSHIP OR VOTING POWER.

Schedule R (Form 990) 2018

Additional Data

Software ID:	18007697
Software Version:	2018v3.1

1	Briefly describe the organization’s mission or most significant activities: To improve health, inspire hope and save lives in the communities we serve by providing administrative and supporting services to the healthcare system affiliated entities.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	16
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	13
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	5,010
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	94,286	450,028
9	Program service revenue (Part VIII, line 2g) .........	735,752,518	758,989,898
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	71,329,879	76,579,105
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)		0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	807,176,683	836,019,031
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	429,857,542	443,723,381
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	326,359,624	316,406,329
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	756,217,166	760,129,710
19	Revenue less expenses. Subtract line 18 from line 12.......	50,959,517	75,889,321
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,848,001,243	1,972,623,530
21	Total liabilities (Part X, line 26).............	529,431,209	598,534,064
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,318,570,034	1,374,089,466

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 754,281,914 including grants of $ ) (Revenue $ 758,989,898 )
	SPECTRUM HEALTH SYSTEM PROVIDES COMMON MANAGEMENT OF THE NOT-FOR-PROFIT HEALTH CARE SYSTEM ACTIVITIES CARRIED ON BY SUPPORTED ORGANIZATIONS. THE SUPPORTED ORGANIZATIONS INCLUDE 14 SEPARATELY LICENSED HOSPITAL FACILITIES, MORE THAN 230 AMBULATORY AND SERVICE SITES, AND OVER 2,400 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 825,000 MEMBERS.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses754,281,914

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	31,696,204	1,421,198	3,931,378

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d	426,028
e	Government grants (contributions)		1e	24,000

f	All other contributions, gifts, grants, and similar amounts not included above		1f

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......		450,028

		Business Code
2a	Management Fee Revenue	561000	753,659,153	753,659,153
b	Shared Services Revenue	561000	3,323,525	3,323,525
c	Contractual Incentives	900099	1,384,073	1,384,073
d	Affiliate Physician Program	900099	355,987	355,987
e	Medical Record Fees	900099	91,937	91,937
f	All other program service revenue.		175,223	166,941	0	8,282
g	Total. Add lines 2a–2f ....		758,989,898

3 Investment income (including dividends, interest, and othersimilar amounts) ......			32,615,697			32,615,697
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		730,536,112
b	Less: cost or other basis and sales expenses		686,572,704
c	Gain or (loss)	0	43,963,408
d	Net gain or (loss).....			43,963,408			43,963,408
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			836,019,031	758,981,616	0	76,587,387

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	16,203,339	16,203,339
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	333,774	333,774
7	Other salaries and wages	338,615,190	338,251,985	363,205
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	16,604,162	16,604,162
9	Other employee benefits .......	45,962,016	45,866,300	95,716
10	Payroll taxes ...........	26,004,900	26,002,379	2,521
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	2,871,301		2,871,301
c	Accounting ...........	2,113,394		2,113,394
d	Lobbying ...........	439,359	439,359
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	78,866,108	78,682,615	183,493	0
12	Advertising and promotion ....	28,049,713	28,016,108	33,605
13	Office expenses .......	32,721,893	32,563,314	158,579
14	Information technology ......	87,782,320	87,782,320
15	Royalties ..
16	Occupancy ...........	24,632,215	24,630,715	1,500
17	Travel ............	3,635,558	3,629,083	6,475
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	3,333,645	3,328,027	5,618
20	Interest ...........	-627,720	-627,720
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	34,429,488	34,419,515	9,973
23	Insurance ...	1,228,556	1,227,732	824
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Credit Card Processing Fees	3,161,152	3,161,152
b	Dues and Subscriptions	3,090,517	3,090,517
c	Sponsorship/Community Benefit	1,682,047	1,682,047
d	Staff Recognition	1,151,760	1,151,760
e	All other expenses	7,845,023	7,843,431	1,592	0
25	Total functional expenses. Add lines 1 through 24e	760,129,710	754,281,914	5,847,796	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			1,500	1	1,500
2	Savings and temporary cash investments .........			32,673,480	2	25,271,968
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............				4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
				27,212	5	18,121
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
				0	6	0
7	Notes and loans receivable, net ....			24,597,758	7	16,007,674
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......			32,870,059	9	39,087,921
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	257,962,854
b	Less: accumulated depreciation	10b	165,381,526	100,355,268	10c	92,581,328
11	Investments—publicly traded securities .			1,371,685,474	11	1,485,173,139
12	Investments—other securities. See Part IV, line 11 .....			3,418,915	12	2,804,928
13	Investments—program-related. See Part IV, line 11 ..			54,372,612	13	53,105,271
14	Intangible assets ...............			8,143,725	14	8,143,725
15	Other assets. See Part IV, line 11 ...........			219,855,240	15	250,427,955
16	Total assets. Add lines 1 through 15 (must equal line 34)...			1,848,001,243	16	1,972,623,530

17	Accounts payable and accrued expenses .....	135,731,034	17	135,935,181
18	Grants payable ...		18
19	Deferred revenue .........	4,473	19	0
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..	51,994,734	24	59,344,271
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	341,700,968	25	403,254,612
26	Total liabilities. Add lines 17 through 25..	529,431,209	26	598,534,064

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	1,318,570,034	27	1,374,089,466
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	1,318,570,034	33	1,374,089,466
34	Total liabilities and net assets/fund balances ........	1,848,001,243	34	1,972,623,530