Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (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) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
BEAUMONT HEALTH FOUNDATION |
364852171 | 7 | Yes | 0 | 0 | |
| (B)
BEAUMONT MEDICAL GROUP- HOSPITAL BASED SERVICES |
822768899 | 10 | Yes | 0 | 0 | |
| (C)
BEAUMONT MEDICAL GROUP- PRIMARY CARE SERVICES |
822796539 | 10 | Yes | 0 | 0 | |
| (D)
BEAUMONT MEDICAL GROUP-SPECIALTY SERVICES |
822784244 | 10 | Yes | 0 | 0 | |
| (E)
BOTSFORD GENERAL HOSPITAL |
381426919 | 3 | Yes | 30,803,873 | 0 | |
| (F)
COREWELL HEALTH FOUNDATION WEST MICHIGAN FKA SPECTRUM HEALTH FOUNDATION |
382752328 | 7 | Yes | 0 | 0 | |
| (G)
HOSPICE AT HOME INC |
382416086 | 7 | Yes | 157,255 | 0 | |
| (H)
LAKELAND COMMUNITY HOSPITAL - WATERVLIET FKA LAKELAND HOSPITAL WATERVLIET |
381368745 | 3 | Yes | 3,789,488 | 0 | |
| (I)
LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH |
382539929 | 7 | Yes | 0 | 0 | |
| (J)
LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC |
382156872 | 3 | Yes | 75,832,259 | 0 | |
| (K)
LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER |
383452303 | 3 | Yes | 100,935 | 0 | |
| (L)
MECOSTA COUNTY MEDICAL CENTER |
381368744 | 3 | Yes | 15,018,903 | 0 | |
| (M)
MEMORIAL MEDICAL CENTER OF WEST MICHIGAN |
381359266 | 3 | Yes | 17,443,230 | 0 | |
| (N)
MERCY MEMORIAL HEALTH SERVICES INCORPORATED |
382748035 | 10 | Yes | 326,212 | 0 | |
| (O)
NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION |
381359517 | 3 | Yes | 18,385,373 | 0 | |
| (P)
OAKWOOD HEALTHCARE INC |
381405141 | 3 | Yes | 95,454,942 | 0 | |
| (Q)
PENNOCK HOSPITAL |
381360562 | 3 | Yes | 16,026,401 | 0 | |
| (R)
REED CITY HOSPITAL CORPORATION |
382770076 | 3 | Yes | 13,238,294 | 0 | |
| (S)
SPECTRUM HEALTH CONTINUING CARE |
383242232 | 10 | Yes | 11,700,882 | 0 | |
| (T)
SPECTRUM HEALTH HOSPITALS |
381360529 | 3 | Yes | 415,126,374 | 0 | |
| (U)
SPECTRUM HEALTH PRIMARY CARE PARTNERS |
381358164 | 3 | Yes | 76,703,602 | 0 | |
| (V)
SPECTRUM HEALTH UNITED |
381358412 | 3 | Yes | 21,059,393 | 0 | |
| (W)
WILLIAM BEAUMONT HOSPITAL |
381459362 | 3 | Yes | 215,770,736 | 0 | |
| (X)
ZEELAND COMMUNITY HOSPITAL |
381411184 | 3 | Yes | 15,938,513 | 0 | |
|
Total 24
|
1,042,876,665 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 | ||||||
Calendar year (or fiscal
year beginning in) ![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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.) | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 on 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.).. | ||||||
| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2023 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART IV, SECTION A, LINE 1 | COREWELL HEALTH IS THE PARENT ORGANIZATION AND SUPPORTING ORGANIZATION TO THE HEALTH SYSTEM. THE PURPOSES OF THIS ORGANIZATION, AS DEFINED IN THE ARTICLES OF INCORPORATION, ARE AS FOLLOWS: PURPOSES 2.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE ARTICLES, THE CORPORATION IS ORGANIZED AND AT ALL TIMES SHALL BE OPERATED EXCLUSIVELY FOR PURPOSES THAT ARE CHARITABLE, EDUCATIONAL, AND/OR SCIENTIFIC WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISIONS OF ANY FUTURE INTERNAL REVENUE LAW OF THE UNITED STATES OF AMERICA (THE "CODE"). 2.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE ARTICLES, THE CORPORATION IS ORGANIZED AND AT ALL TIMES SHALL BE OPERATED EXCLUSIVELY FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF AND TO CARRY OUT ALL OF THE PURPOSES OF (I) MECOSTA COUNTY MEDICAL CENTER, MEMORIAL MEDICAL CENTER OF WEST MICHIGAN, NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION, PENNOCK HOSPITAL, LAKELAND HOSPITALS AT NILES & ST. JOSEPH, INC., LAKELAND HOSPITAL, WATERVLIET, LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER, LAKELAND HEALTH FOUNDATION, BENTON HARBOR/ST. JOSEPH, HOSPICE AT HOME, INC., MERCY MEMORIAL HEALTH SERVICES, INCORPORATED, REED CITY HOSPITAL CORPORATION, SPECTRUM HEALTH CONTINUING CARE, SPECTRUM HEALTH FOUNDATION, SPECTRUM HEALTH HOSPITALS, SPECTRUM HEALTH PRIMARY CARE PARTNERS, SPECTRUM HEALTH UNITED, ZEELAND COMMUNITY HOSPITAL, WILLIAM BEAUMONT HOSPITAL, BOTSFORD GENERAL HOSPITAL, BEAUMONT MEDICAL GROUP - PRIMARY SERVICES, BEAUMONT MEDICAL GROUP - SPECIALTY SERVICES, BEAUMONT MEDICAL GROUP - HOSPITAL-BASED SERVICES, OAKWOOD HEALTHCARE, INC., AND BEAUMONT HEALTH FOUNDATION ALL OF WHICH ARE DESCRIBED IN SECTION 501(C)(3) AND EITHER SECTION 509(A)(L) OR SECTION 509(A)(2) OF THE CODE AND (II) EACH OTHER ORGANIZATION RECOGNIZED AS A PUBLIC CHARITY UNDER SECTION 509(A)(L) OF THE CODE THAT IS DIRECTLY OR INDIRECTLY CONTROLLED (I.E., MORE THAN 50% OWNERSHIP OR CONTROL) BY THE CORPORATION (COLLECTIVELY, (I) AND (II), THE "SUPPORTED ORGANIZATIONS"). 2.3 SUBJECT TO AND IN FURTHERANCE OF THE FOREGOING, THE SPECIFIC OBJECTIVES AND PURPOSES OF THE CORPORATION SHALL INCLUDE BUT NOT BE LIMITED TO THE FOLLOWING: 2.3.1 TO FORMULATE AND IMPLEMENT POLICIES AND PROGRAMS DESIGNED TO ENABLE AND/OR CAUSE THE SUPPORTED ORGANIZATIONS TO FUNCTION AS A COORDINATED HEALTH CARE DELIVERY SYSTEM, TO PROVIDE DIRECTION AND MANAGEMENT TO THE SUPPORTED ORGANIZATIONS, AND TO ACT AND/OR MAKE DECISIONS FOR THE BENEFIT OF SUCH SUPPORTED ORGANIZATIONS. 2.3.2 TO ESTABLISH AND MAINTAIN, EITHER DIRECTLY, THROUGH RELATED ORGANIZATIONS OR IN COOPERATION WITH OTHER ORGANIZATIONS, SUCH FACILITIES, AND SERVICES FOR THE CARE OF PERSONS SUFFERING FROM ILLNESS, INJURY OR DISABILITY, THE ELDERLY AND THE INDIGENT AND FOR THE PRESERVATION AND IMPROVEMENT OF HEALTH AS THE BOARD OF DIRECTORS MAY DETERMINE, INCLUDING, WITHOUT LIMITATION: (A) HOSPITALS FOR THE INPATIENT OR OUTPATIENT CARE OF PERSONS SUFFERING FROM ILLNESS, INJURY, AND DISABILITY, FOR THE PREVENTION OF ILLNESS, INJURY AND DISABILITY AND FOR THE MAINTENANCE OF HEALTH. (B) FACILITIES PROVIDING AMBULATORY CARE, NURSING CARE, REHABILITATION, AND OTHER SERVICES. (C) CLINICS THROUGH WHICH PHYSICIANS AND OTHER PROVIDERS RENDER PROFESSIONAL MEDICAL SERVICES. (D) OTHER ACTIVITIES AND PROGRAMS DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH OF THE COMMUNITY. 2.3.3 TO PROMOTE AND CARRY ON SUCH SCIENTIFIC RESEARCH AS THE BOARD OF DIRECTORS MAY DETERMINE WITH RESPECT TO THE CAUSE, TREATMENT AND PREVENTION OF ILLNESS AND INJURY, THE IMPROVEMENT OF PUBLIC HEALTH AND OTHER MATTERS. 2.3.4 TO PARTICIPATE IN AND TO CARRY ON SUCH ACTIVITIES AS THE BOARD OF DIRECTORS MAY DETERMINE FOR THE EDUCATION OF PHYSICIANS, NURSES, OTHER PROFESSIONAL AND PARAPROFESSIONAL PERSONNEL, AND THE PUBLIC ABOUT RENDERING CARE TO THE SICK, INJURED AND DISABLED, ABOUT PREVENTION OF ILLNESS AND INJURY AND ABOUT THE PROMOTION OF HEALTH. 2.3.5 TO CONDUCT ACTIVITIES, EITHER DIRECTLY, THROUGH RELATED ORGANIZATIONS OR IN COOPERATION WITH ORGANIZATIONS EXEMPT FROM TAX UNDER SECTION 501(C)(3) OF THE CODE OR COMPARABLE PROVISIONS OF SUBSEQUENT LEGISLATION IN ORDER TO RAISE FUNDS TO FURTHER THE PURPOSES OF THE CORPORATION, SUBJECT, HOWEVER, TO ALL LIMITATIONS ON THE NATURE OR EXTENT OF SUCH ACTIVITIES APPLICABLE, FROM TIME TO TIME, TO ORGANIZATIONS DESCRIBED IN SECTIONS 501(C)(3) AND 509(A)(3) OF THE CODE. 2.3.6 TO LEASE, ACQUIRE, TO OWN, TO DISPOSE OF AND TO DEAL WITH REAL AND PERSONAL PROPERTY AND INTERESTS THEREIN AND TO APPLY GIFTS, GRANTS, BEQUESTS AND DEVISES AND THE PROCEEDS THEREOF IN FURTHERANCE OF THE PURPOSES OF THE CORPORATION. 2.3.7 TO DEAL WITH AND DISTRIBUTE THE CORPORATION'S INCOME AND ASSETS IN SUCH MANNER AS IN THE JUDGMENT OF THE BOARD OF DIRECTORS WILL BEST PROMOTE ITS OBJECTIVES AND PURPOSES, WITHOUT LIMITATION EXCEPT SUCH, IF ANY, AS MAY BE CONTAINED IN INSTRUMENTS UNDER WHICH SUCH PROPERTY IS CONVEYED TO THE CORPORATION. 2.3.8 TO DO SUCH THINGS AND TO PERFORM SUCH ACTS TO ACCOMPLISH ITS PURPOSES AS ARE PERMITTED BY SECTIONS 501(C)(3) AND 509(A)(3) OF THE CODE, WITH ALL THE POWERS CONFERRED ON NONPROFIT CORPORATIONS BY THE LAWS OF THE STATE OF MICHIGAN. |
| SCHEDULE A, PART IV, SECTION A, LINE 6 | COREWELL HEALTH PROVIDES SERVICES AND SUPPORT TO ORGANIZATIONS WITHIN THE INTEGRATED HEALTH CARE SYSTEM THAT ARE OUTSIDE OF COREWELL HEALTH'S SUPPORTED ORGANIZATIONS. THE OTHER ORGANIZATIONS COREWELL HEALTH PROVIDES SERVICES AND SUPPORT TO ARE RELATED ORGANIZATIONS REPORTED ON SCHEDULE R. |
| SCHEDULE A, PART IV, SECTION D, LINE 2 | COREWELL HEALTH MAINTAINS A CLOSE AND CONTINUOUS WORKING RELATIONSHIP WITH ITS SUPPORTED ORGANIZATIONS THROUGH INTEGRATED POLICIES AND PROCEDURES AND UNIFIED LEADERSHIP. AS DESCRIBED IN SCHEDULE A, PART IV, SECTION E, LINE 3A, COREWELL HEALTH IS THE PARENT TO ALL SUPPORTED ORGANIZATIONS AND AS SUCH HAS THE POWER TO APPOINT/ELECT A MAJORITY OF THE DIRECTORS/TRUSTEES OF EACH OF THE SUPPORTED ORGANIZATIONS. |
| SCHEDULE A, PART IV, SECTION D, LINE 3 | SUPPORTED ORGANIZATIONS HAVE SIGNIFICANT VOICE IN INVESTMENT POLICIES AS NOTED BELOW, INVESTMENTS OF CASH AND/OR RESERVES, WHETHER ON AN INDIVIDUAL BASIS OR AS PART OF A POOLED INVESTMENT STRATEGY, IS A RESERVED POWER MAINTAINED BY THE SUPPORTING ORGANIZATION. THE CONSOLIDATED TREASURY FUNCTION IS CONSIDERED A SHARED SERVICE FUNCTION PROVIDED BY THE SUPPORTING ORGANIZATION TO EACH SUPPORTED ORGANIZATION. AS PART OF THAT SHARED SERVICE FUNCTION, THE SUPPORTING ORGANIZATION CONTROLS ALL INVESTMENT POLICIES, AND DIRECTS ALL INVESTMENT STRATEGIES. THIS PROVIDES MANY BENEFITS INCLUDING REDUCED COSTS AND SUBJECT MATTER EXPERTISE TO YIELD GREATER RESULTS. THE SUPPORTED ORGANIZATIONS HAVE THE ABILITY TO PROVIDE DIRECTION SPECIFICALLY RELATED TO THEIR RESPECTIVE ASSETS AS IT RELATES TO GRANT MAKING AND DIRECTING THE USE OF THE ORGANIZATION'S INCOME OR ASSETS. |
| SCHEDULE A, PART IV, SECTION E, LINE 3A | 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 | 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. |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| Form 990, Part VI, Section A, line 2 | MATTHEW COX, PRAVEEN THADANI AND CHRISTINA FREESE DECKER HAVE A BUSINESS RELATIONSHIP AS THEY SERVE AS AN OFFICER OR DIRECTOR OF PRIORITY HEALTH MANAGED BENEFITS, INC. A RELATED TAXABLE ENTITY. |
| Form 990, Part VI, Section B, line 11b | THE FORM 990 IS PREPARED BY COREWELL HEALTH CORPORATE TAX. IT IS REVIEWED BY THE CORPORATE TAX MANAGER AND THE VP TAX. A SECOND REVIEW IS PERFORMED BY AN EXTERNAL CPA FIRM WITH EXPERTISE IN TAX-EXEMPT TAX RETURN PREPARATION. IT IS THEN REVIEWED BY THE ORGANIZATION'S FINANCE AND LEGAL DEPARTMENTS. A COPY OF THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE GOVERNING BODY. ALL QUESTIONS ARE ADDRESSED PRIOR TO FILING THE FORM 990. |
| Form 990, Part VI, Section B, line 12c | BOARD OF DIRECTORS: 1.CONFLICTS OF INTEREST MUST BE DISCLOSED, VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AND VERBALLY AT EACH BOARD AND BOARD COMMITTEE MEETING AS PART OF THE "DECLARATION OF CONFLICT OF INTEREST" PRIOR TO DISCUSSION OF ANY AGENDA ITEMS. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OR COMMITTEE WHICH IS CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE/SHE SHALL LEAVE THE MEETING BEFORE DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OR THE COMMITTEE CHAIR SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. 4. THE BOARD OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER THE ORGANIZATION CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD AND ALL OF THE ORGANIZATION'S COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. 7. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF THE BOARD AND BOARD COMMITTEES UPDATE THEIR ANNUAL DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER TENURE ON THE BOARD OF DIRECTORS WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. MANAGEMENT: 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETE A CONFLICT-OF-INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S SYSTEM COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE ORGANIZATION'S COMPLIANCE OPERATIONS ANALYST AND ESCALATED TO THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM, IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. IF THERE IS AN AFFIRMATIVE DISCLOSURE, THE QUESTIONNAIRE IS REVIEWED BY THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM. 3. THERE IS AN ONGOING REQUIREMENT TO UPDATE THE DISCLOSURE QUESTIONNAIRE WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. UPDATED DISCLOSURES FOLLOW THE SAME PROCESS AS INITIAL DISCLOSURES DESCRIBED ABOVE. 4. THECOMPLIANCE OFFICER, IN CONSULTATION WITH EXECUTIVE MANAGEMENT,DETERMINES HOW REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE THE ORGANIZATION'S EMPLOYMENT. MANAGEMENT OF A CONFLICT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION. |
| Form 990, Part VI, Section B, line 15 | THE COREWELL HEALTH BOARD OF DIRECTORS (THROUGH ITS COMPENSATION COMMITTEE) USES THE FOLLOWING PROCESS FOR DETERMINING COMPENSATION OF THE TOP MANAGEMENT OFFICIALS, OTHER OFFICERS, AND KEY EMPLOYEES AT COREWELL HEALTH. LABOR MARKET DATA REFLECTING COMPARABLE ORGANIZATIONS AND JOBS (PREPARED BY INDEPENDENT FIRMS) ARE RELIED UPON IN SETTING COMPENSATION LEVELS. COMPETITIVE ASSESSMENT REPORTS ARE PROVIDED TO THE COMPENSATION COMMITTEE IN ADVANCE OF MEETINGS. THE COMPETITIVE ASSESSMENT REPORT IS PREPARED BY A NATIONALLY KNOWN INDEPENDENT EXECUTIVE COMPENSATION FIRM. FOR CY 2023 (1/1/23-12/31/23), THE FOLLOWING SURVEYS, PREPARED BY INDEPENDENT FIRMS, WERE THE PRIMARY SOURCES REFERENCED TO OBTAIN COMPARABLE MARKET DATA FOR THE REVIEW: GALLAGHER: 2022 NATIONAL HEALTHCARE LEADERSHIP COMPENSATION SURVEY MERCER: 2023 IHN HEALTHCARE COMPENSATION SURVEY MERCER: 2023 IHP HEALTH PLAN COMPENSATION SURVEY SULLIVANCOTTER, INC: 2023 HEALTH CARE MANAGEMENT AND EXECUTIVE COMPENSATION SURVEY IN ADDITION, TWO GENERAL INDUSTRY SURVEYS WERE REFERENCED FOR SELECT POSITIONS: MERCER: 2023 US EXECUTIVE REMUNERATION SUITE WILLIS TOWERS WATSON: 2023 EXECUTIVE COMPENSATION SURVEY IN ADDITION TO THE ABOVE DATA SOURCES, THE COMPENSATION COMMITTEE APPROVED THE CREATION OF A CUSTOM PEER GROUP OF HIGH PERFORMING INTEGRATED HEALTH SYSTEMS TO ENSURE ROBUST DATA AND A RELEVANT COMPARATOR MARKET. THE PEER GROUP ORGANIZATIONS ARE APPROVED BY THE COMPENSATION COMMITTEE AND CONSISTS OF HEALTHCARE SYSTEMS SIMILAR IN REVENUE SIZE, TALENT MARKET COMPETITORS, HIGH PERFORMERS, FINANCIALLY STABLE AS INDICATED BY BOND RATING AND THAT FOLLOW A SIMILAR STRATEGY (MULTI-SITE SYSTEMS, HEALTH PLANS). COMPARABLE DATA FOR THE APPROVED PEER GROUP IS COMPILED BY THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTING FIRM. COMPENSATION ADJUSTMENTS ARE APPROVED BY COMPENSATION COMMITTEE MEMBERS, CONSISTENT WITH THE COREWELL HEALTH COMPENSATION PHILOSOPHY DESCRIBED BELOW. MINUTES OF COMMITTEE DISCUSSIONS AND DECISIONS ARE PREPARED TO MEMORIALIZE COMPENSATION COMMITTEE DECISIONS BASED UPON THE ABOVE DATA. CASH COMPENSATION DATA RELIED UPON BY THE COMPENSATION COMMITTEE IS NATIONAL AND REFLECTS THE COMPENSATION PAID TO EXECUTIVES IN COMPARABLE JOBS IN COMPARABLY-SIZED HEALTH CARE AND / OR HEALTH INSURANCE ORGANIZATIONS. COREWELL HEALTH RECRUITS NATIONALLY FOR ITS EXECUTIVES. BENEFITS DATA REFLECT NATIONAL HEALTH CARE / HEALTH INSURANCE MARKET PRACTICES. THIS PROCESS IS INTENDED TO ASSIST COREWELL HEALTH IN QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS (INTERMEDIATE SANCTIONS REGULATIONS) AND COMPLYING WITH THE POTENTIAL COREWELL HEALTH EXCESS BENEFIT TRANSACTION POLICY FOR THOSE INDIVIDUALS IN THE GROUP WHO ARE DISQUALIFIED PERSONS. THE OPINION SUBMITTED FROM THE THIRD PARTY INDEPENDENT CONSULTING FIRM IS IN ACCORDANCE WITH THE PROVISIONS OF TREASURY REGULATIONS SECTION 53.4958-6(C)(2) AND IS ALSO INTENDED TO SATISFY THE PROFESSIONAL ADVICE REQUIREMENT OF TREASURY REGULATIONS SECTION 53.4958-1(D)(4)(III). |
| Form 990, Part VI, Section C, line 19 | 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 CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE. |
| FORM 990, PART VII, SECTION A | BASED ON EXTERNAL OPINION BY SULLIVANCOTTER, INC., COREWELL HEALTH COMPENSATES BOARD MEMBERS IN A MANNER THAT IS REASONABLE IN RELATION TO MARKET DATA. BOARD OF DIRECTORS COMPENSATION IS CONTINUALLY REVIEWED TO CONFIRM COMPENSATION FALLS WITHIN REASONABLE LIMITS. ANY COMPENSATION AMOUNT IS TREATED AS TAXABLE TO THE BOARD MEMBER AND IS REPORTED AND PROVIDED TO THEM ON FORM 1099 AND/OR FORM W-2. 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. |
| Form 990, Part IX, line 11g | OTHER FEES FOR SERVICES: Program service expenses 110,257,173. Management and general expenses 1,396,400. Fundraising expenses 0. Total expenses 111,653,573. COLLECTION AGENCY FEES: Program service expenses 4,779,034. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,779,034. |
| Form 990, Part XI, line 9: | MINIMUM PENSION LIABILITY 14,753,057. TRANSFERS OF CAPITAL FROM AFFILIATES 843,532,328. |
| Form 990, Part XII, Line 2c: | NO CHANGE IN OVERSIGHT FROM PRIOR YEAR |
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