2024-11-14T07:12:34-06:00 2023-12-31 920460586 PWC US TAX LLP 655 NEW YORK AVENUE NW SUITE 1100 WASHINGTON DC 20001 990 2023-01-01 383382353 COREWELL HEALTH CORE 8669897999 100 COREWELL DR NW ATTN TAX MC6 GRAND RAPIDS MI 49503 MATTHEW E COX CFO 8669897999 2024-11-14 1 0 TRAVIS L PATTON P00369623 2024141000 2023 2024-10-15 13:58:12Z CHRISTINA FREESE DECKER 100 COREWELL DR NW ATTN TAX MC6481 GRAND RAPIDS MI 49503 1540633059 0 5981 X WWW.COREWELLHEALTH.ORG X 1997 MI TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 14 8 84708 8 -1025868 0 322169 7350370 695782639 1220338673 23746406 68466728 0 936677 719851214 1297092448 14361825 4133600 0 0 449883895 656277168 0 0 0 351272898 488817063 815518618 1149227831 -95667404 147864617 3524434038 4906691932 1776110263 1876124076 1748323775 3030567856 TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 0 0 1138092380 4133600 1221277574 COREWELL HEALTH PROVIDES COMMON MANAGEMENT OF THE NOT-FOR-PROFIT HEALTH CARE SYSTEM ACTIVITIES PERFORMED BY SUPPORTED ORGANIZATIONS. THE SUPPORTED ORGANIZATIONS INCLUDE 21 HOSPITAL FACILITIES, MORE THAN 300 AMBULATORY AND SERVICE SITES, AND OVER 5,000 LICENSED BEDS SYSTEM-WIDE WITH FACILITIES THAT INCLUDE A MEDICAL ENTER, REGIONAL COMMUNITY HOSPITALS, A DEDICATED CHILDREN'S HOSPITAL, A MULTISPECIALTY MEDICAL GROUP, AFFILIATED PHYSICIANS AND A NATIONALLY RECOGNIZED PROVIDER-SPONSORED HEALTH PLAN WITH MORE THAN 1.3 MILLION MEMBERS. 1138092380 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 1 0 0 0 0 1 1 1 1 1 0 1 2562 0 1 84708 1 1 1 1 CJ 0 0 0 0 0 0 0 0 1 0 X 14 8 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 MI X X CORPORATE TAX 8669897999 100 COREWELL DR NW MC6481 GRAND RAPIDS MI 49503 X CHRISTINA FREESE DECKER DIRECTOR/PRESIDENT 50.00 1.00 X X 5358468 0 1373681 ANGEL HERNANDEZ MD DIRECTOR 1.00 45.00 X 702649 0 55758 CHRISTOPHER CARPENTER MD DIRECTOR 1.00 50.00 X 560466 0 59361 MARIJA GRAHOVAC MD DIRECTOR 1.00 50.00 X 142500 0 0 JULIE FREAM DIRECTOR/CHAIR 1.00 0.00 X X 65000 0 0 SEAN WELSH DIRECTOR/VICE CHAIR 1.00 0.00 X X 44000 0 0 MARK DAVIDOFF DIRECTOR 1.00 0.00 X 41500 0 0 RONALD HALL JR DIRECTOR 1.00 0.00 X 41500 0 0 WILLIAM PAYNE DIRECTOR 1.00 0.00 X 49750 0 0 THOMAS SAELI DIRECTOR 1.00 0.00 X 33000 0 0 TIMOTHY O'BRIEN DIRECTOR 1.00 0.00 X 32500 0 0 PHILOMENA MANTELLA DIRECTOR 1.00 0.00 X 30750 0 0 ROBERT ROTH DIRECTOR 1.00 0.00 X 28250 0 0 MICHAEL TODMAN DIRECTOR 1.00 0.00 X 27500 0 0 DANIELLE BROWN DIRECTOR 1.00 0.00 X 716 0 0 DOUGLAS DEVOS DIRECTOR 1.00 0.00 X 0 0 0 MATTHEW COX TREASURER 50.00 1.00 X 2614072 0 569199 DAVID LEONARD SECRETARY 50.00 1.00 X 1490539 0 376848 DARRYL ELMOUCHI MD CHIEF OPERATING OFFICER 50.00 1.00 X 3254660 0 649299 PRAVEEN THADANI PRESIDENT PRIORITY HEALTH 50.00 1.00 X 2618588 0 577316 BENJAMIN SCHWARTZ MD PRESIDENT CHE - PART YEAR 35.00 1.00 X 2169321 0 84776 LOREN B HAMEL MD PRESIDENT CHS 50.00 1.00 X 1744617 0 145393 JASON JOSEPH CHIEF DIGITAL AND INFO OFFICER 50.00 1.00 X 1483929 0 385434 TRACIE MORRIS CHIEF PEOPLE OFFICER 50.00 1.00 X 1191761 0 310202 JEREMY HARPER CHIEF STRATEGY AND MKT OFFICER 50.00 1.00 X 1055989 0 310759 ALEJANDRO QUIROGA CHAND MD PRESIDENT CHW 50.00 1.00 X 1022707 0 263693 CARLOS CUBIA EVP, CHIEF IED & SUSTAINABILTY OFFICER 50.00 1.00 X 859565 0 243356 KONGKRIT CHAIYASATE MD PHYSICIAN 0.00 50.00 X 3178187 0 56733 SHAWN ULREICH CHIEF NURSE EXECUTIVE 50.00 0.00 X 3180166 0 48462 MOHAMMAD CHISTI MD PHYSICIAN 0.00 50.00 X 3094729 0 52602 KENNETH FAWCETT JR MD PHYSICIAN 0.00 0.00 X 1798306 0 1662 SARA RIAZ MD PHYSICIAN 0.00 50.00 X 2324026 0 54917 PAMELA RIES FORMER KEY EMPLOYEE 0.00 0.00 X 734175 0 0 40973886 0 5619451 8988 1 1 0 ROCKFORD CONSTRUCTION CO INC 601 FIRST STREET NW GRAND RAPIDS MI 49504 CONSTRUCTION SERVICES 60285653 EPIC SYSTEMS CORPORATION 1979 MILKY WAY VERONA WI 53593 INFORMATION SERVICES 35349258 AHEAD LLC 444 W LAKE STREET 30TH FLOOR CHICAGO IL 60606 INFORMATION TECHNOLOGY SERVICES 15541803 KPMG LLP 355 S GRAND AVE LOS ANGELES CA 90071 CONSULTING SERVICES 15529458 PRICEWATERHOUSECOOPERS LLP PO BOX 75647 CHICAGO IL 60675 CONSULTING SERVICES 13346605 354 5718884 1631486 7350370 SHARED SERVICES 561000 1215504520 1215504520 CONTRACTUAL INCENTIVES 900099 2402763 2402763 AFFILIATE PHYSICIAN PR 900099 1616617 1616617 MEDICAL RECORDS 900099 638158 638158 CALL CENTER 900099 176615 176615 1220338673 70230436 -1007712 71238148 15932 0 15932 15932 15932 241381440 395463 242973577 567034 -1592137 -171571 -1763708 -1763708 MISC INCOME 900099 530485 548641 -18156 ESCHEATMENT 900099 390260 390260 920745 1297092448 1221277574 -1025868 69490372 X 4133600 4133600 32069372 32069372 2506173 2506173 490031515 488056552 1974963 39791760 39662646 129114 47755536 47654866 100670 44122812 44034347 88465 5086065 5086065 2027544 2027544 767776 767776 3697573 3697573 116432607 115036207 1396400 34365165 34359001 6164 31189450 31189248 202 213868988 213785356 83632 46646018 46646018 2555298 2447069 108229 1385490 1372086 13404 15360947 15244334 116613 27821117 27821117 -23145823 -23146387 564 UNRELATED BUS. INC. TAX 619606 619606 DUES AND SUBSCRIPTIONS 3715314 3715314 STAFF RECOGNITION 3185408 3185408 OTHER TAXES 1713568 1713414 154 1524952 1521684 3268 1149227831 1138092380 11135451 0 96726660 962995396 132804 145228 5338056 2192086 347967713 17634135 2373442 47410259 68374538 101363333 721568427 377702065 151864341 343866362 2275431932 2625019147 3500000 55059410 4394199 4886235 4071863 512778907 797599924 3524434038 4906691932 420672962 669843429 283353 520681511 586229453 834755790 619767841 1776110263 1876124076 X 1748323775 3030567856 1748323775 3030567856 3524434038 4906691932 X 147864617 276094079 858285385 X X 0 1 X 1 0 X X X 24 BEAUMONT HEALTH FOUNDATION 364852171 7 1 0 0 BEAUMONT MEDICAL GROUP- HOSPITAL BASED SERVICES 822768899 10 1 0 0 BEAUMONT MEDICAL GROUP- PRIMARY CARE SERVICES 822796539 10 1 0 0 BEAUMONT MEDICAL GROUP-SPECIALTY SERVICES 822784244 10 1 0 0 BOTSFORD GENERAL HOSPITAL 381426919 3 1 30803873 0 COREWELL HEALTH FOUNDATION WEST MICHIGAN FKA SPECTRUM HEALTH FOUNDATION 382752328 7 1 0 0 HOSPICE AT HOME INC 382416086 7 1 157255 0 LAKELAND COMMUNITY HOSPITAL - WATERVLIET FKA LAKELAND HOSPITAL WATERVLIET 381368745 3 1 3789488 0 LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH 382539929 7 1 0 0 LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC 382156872 3 1 75832259 0 LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER 383452303 3 1 100935 0 MECOSTA COUNTY MEDICAL CENTER 381368744 3 1 15018903 0 MEMORIAL MEDICAL CENTER OF WEST MICHIGAN 381359266 3 1 17443230 0 MERCY MEMORIAL HEALTH SERVICES INCORPORATED 382748035 10 1 326212 0 NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION 381359517 3 1 18385373 0 OAKWOOD HEALTHCARE INC 381405141 3 1 95454942 0 PENNOCK HOSPITAL 381360562 3 1 16026401 0 REED CITY HOSPITAL CORPORATION 382770076 3 1 13238294 0 SPECTRUM HEALTH CONTINUING CARE 383242232 10 1 11700882 0 SPECTRUM HEALTH HOSPITALS 381360529 3 1 415126374 0 SPECTRUM HEALTH PRIMARY CARE PARTNERS 381358164 3 1 76703602 0 SPECTRUM HEALTH UNITED 381358412 3 1 21059393 0 WILLIAM BEAUMONT HOSPITAL 381459362 3 1 215770736 0 ZEELAND COMMUNITY HOSPITAL 381411184 3 1 15938513 0 24 1042876665 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 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. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 408711 0 1 359065 767776 0 Part II-B, Line 1: AMOUNT REFLECTS PORTION OF SYSTEM GOVERNMENT AFFAIRS STAFF AND MULTI-CLIENT LOBBYIST'S SALARY AND EXPENSES FOR STATE AND FEDERAL DIRECT LOBBYING ACTIVITY AS REFLECTED IN OUR STATE AND FEDERAL LOBBYING REPORTS. LOBBYING ACTIVITIES INCLUDE CALLS TO OR MEETINGS WITH GOVERNMENT OFFICIALS OR LAWMAKERS, AND ELECTRONIC COMMUNICATIONS SENT TO CONVEY POSITIONS, CONCERNS, AND RECOMMENDATIONS. SUCH FUNCTIONS WERE PERFORMED BY EMPLOYEES AS WELL AS LOBBYING FIRMS AND TRADE ORGANIZATIONS LOBBYING ON OUR BEHALF. THE AMOUNT IN OTHER ACTIVITIES REPRESENTS A PORTION OF PROFESSIONAL DUES ATTRIBUTABLE TO LOBBYING. 21618183 21618183 105750366 56490486 49259880 7193000 6763867 429133 101667899 82635052 19032847 485338979 231812660 253526319 343866362 DUE FROM AFFILIATES 491831649 NONQUALIFIED BENEFIT PLAN 200550699 OTHER LONG TERM ASSETS 50295317 SAAS 25523083 LONG TERM PREPAID PENSION ASSET 21722154 DUE FROM NON-CONSOLIDATED ENTITY 7677022 797599924 PROFESSIONAL LIABILITY ACCRUAL 280459656 NON-QUALIFIED BENEFIT PLAN 200550699 DUE TO AFFILIATES 56130863 SWAP MARKET VALUE 36291882 WORKERS COMP RESERVE 17626889 OTHER LIABILITIES 15714124 OPERATING LEASE LIABILITY 12993728 619767841 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 391100000 0 0 0 0 0 0 391100000 0 391100000 1 0 1 0 0 0 Part II, Line 1 Accounting Method: ACCRUAL 1 AMA INTERNATIONAL 2238 TIMBERWOOD DRIVE GRAND RAPIDS MI 49508 371907531 501(c)(3) 0 95996 FMV MEDICAL SUPPLIES SUPPORT EXEMPT PURPOSE AMERICAN CANCER SOCIETY 2000 TOWN CENTER SOUTHFIELD MI 48076 131788491 501(c)(3) 20000 0 SUPPORT EXEMPT PURPOSE AMERICAN HEART ASSOCIATION 26555 EVERGREEN RD SOUTHFIELD MI 48076 135613797 501(c)(3) 25000 0 SUPPORT EXEMPT PURPOSE CITIZENS RESEARCH COUNCIL OF MICHIGAN 38777 6 MILE RD LIVONIA MI 48152 381539991 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE CITY OF GRAND RAPIDS 245 STATE STREET GRAND RAPIDS MI 49503 386004689 GOVT 35800 0 SUPPORT EXEMPT PURPOSE COMMUNITY FOOD CLUB 1100 S DIVISION AVE GRAND RAPIDS MI 49507 822265189 501(c)(3) 15000 0 SUPPORT EXEMPT PURPOSE DETROIT CHILDREN'S FUND 100 TALON CENTRE DR 100 DETROIT MI 48207 462499615 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE DETROIT PUBLIC THEATRE 684 WEST BALTIMORE 201 DETROIT MI 48202 473449342 501(c)(3) 7500 0 SUPPORT EXEMPT PURPOSE DETROIT ZOOLOGICAL SOCIETY 8450 W 10 MILE ROAD ROYAL OAK MI 48067 386027356 501(c)(3) 22500 0 SUPPORT EXEMPT PURPOSE FIRST STEP THE WESTERN WAYNE COUNTY PROJECT DOMESTIC ASSAULT 44567 PINETREE DRIVE PLYMOUTH MI 48170 382208980 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE GLEANERS COMMUNITY FOOD BANK OF SOUTHEAST MICHIGAN 2131 BEAUFAIT DETROIT MI 48207 382156255 501(c)(3) 25000 0 SUPPORT EXEMPT PURPOSE GRAND RAPIDS CHAMBER OF COMMERCE 250 MONROE AVE NW STE 150 GRAND RAPIDS MI 49503 380592500 501(c)(6) 18000 0 SUPPORT EXEMPT PURPOSE GRAND VALLEY STATE UNIVERSITY 1 CAMPUS DRIVE ALLENDALE MI 49401 381684280 501(c)(3) 3212500 0 SUPPORT EXEMPT PURPOSE GREATER DETROIT CHAPTER - ASSOCIATION OF FUNDRAISING PROFESSIONALS PO BOX 598 OXFORD MI 48371 382366434 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE GREATER MICHIGAN CHAPTER NATIONAL BLACK MBA ASSOCIATION PO BOX 888246 GRAND RAPIDS MI 49588 873528553 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE GROSSE POINTE CHAMBER FOUNDATION 106 KERCHEVAL AVENUE GROSSE POINTE FARMS MI 48236 261616110 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE HISPANIC CENTER OF WESTERN MICHIGAN 1204 GRANDVILLE AVE SW GRAND RAPIDS MI 49503 382265825 501(c)(3) 15000 0 SUPPORT EXEMPT PURPOSE LAKESHORE ETHNIC DIVERSITY ALLIANCE PO BOX 2945 HOLLAND MI 49422 383360686 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE LITERACY CENTER OF WEST MI 1120 MONROE NW SUITE 240 GRAND RAPIDS MI 49503 382725232 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE MIDWEST CHAPTER OF THE AMERICAN COLLEGE OF HEALTHCARE EXECUTIVES 13064 BURNINGWOOD DR WASHINGTON MI 48094 421616575 501(c)(6) 7500 0 SUPPORT EXEMPT PURPOSE MIU MEN'S HEALTH FOUNDATION 20952 E TWELVE MILE ROAD NO 200 ST CLAIR SHORES MI 48081 264340897 501(c)(3) 7500 0 SUPPORT EXEMPT PURPOSE NEW DAY FOUNDATION FOR FAMILIES 245 BARCLAY CIRCLE SUITE 300 ROCHESTER HILLS MI 48307 260609040 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE NEW HEIGHTS CHRISTIAN COMMUNITY DEVELOPMENT 4367 S NILES ROAD ST JOSEPH MI 49085 815017908 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE NF FORWARD 1074 WOODWARD AVENUE DETROIT MI 48226 821672519 501(c)(3) 7500 0 SUPPORT EXEMPT PURPOSE OAKLAND UNIVERSITY 433 MEADOW BROOK RD ROCHESTER MI 48309 381714400 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE ROYAL OAK CIVIC FOUNDATION 203 SOUTH TROY STREET ROYAL OAK MI 48067 301201394 501(c)(3) 82623 0 SUPPORT EXEMPT PURPOSE SOCIETY OF BLACK ACADEMIC SURGEONS INC 633 N SAINT CLAIR STREET 2400 CHICAGO IL 60611 161444395 501(c)(3) 20000 0 SUPPORT EXEMPT PURPOSE STEM GREENHOUSE 1420 BERKSHIRE DR SE GRAND RAPIDS MI 49508 320454196 501(c)(3) 60000 0 SUPPORT EXEMPT PURPOSE THE COMMUNITY HOUSE FOUNDATION 380 SOUTH BATES BIRMINGHAM MI 48009 821068586 501(c)(3) 30000 0 SUPPORT EXEMPT PURPOSE THE SHUL 6890 W MAPLE RD W BLOOMFIELD MI 48322 201370223 501(c)(3) 10000 0 SUPPORT EXEMPT PURPOSE WEST MICHIGAN CENTER FOR ARTS AND TECH 98 EAST FULTON SUITE 202 GRAND RAPIDS MI 49503 743120354 501(c)(3) 40000 0 SUPPORT EXEMPT PURPOSE YESHIVA BETH YEHUDAH 15751 LINCOLN DR SOUTHFIELD MI 48076 381437939 501(c)(3) 12500 0 SUPPORT EXEMPT PURPOSE 30 2 Part I, Line 2: COREWELL HEALTH ONLY PROVIDES GRANTS TO ORGANIZATIONS THAT HAVE A MISSION AND VALUES THAT CLOSELY ALIGN WITH THE MISSION AND VALUES OF COREWELL HEALTH. COREWELL HEALTH FOCUSES ON PROVIDING GRANTS TO ORGANIZATIONS THAT IMPROVE THE HEALTH OF THE UNDERSERVED IN THE COMMUNITY AND/OR ORGANIZATIONS THAT INCREASE ACCESS TO HEALTH CARE. RECIPIENTS RECEIVING GRANTS GREATER THAN $25,000 ARE REQUIRED TO SUBMIT TO COREWELL HEALTH QUARTERLY ITEMIZED FINANCIAL REPORTS. FOR GRANTS LESS THAN $25,000 COREWELL HEALTH DOCUMENTS THE RESTRICTION OF THE FUNDS FOR SPECIFIC PROGRAMS THAT SUPPORT THE UNDERSERVED OR INCREASE ACCESS TO HEALTH CARE. THE REASON FOR NOT REQUESTING FINANCIAL REPORTS FOR SMALLER GIFTS IS DUE TO THE SIGNIFICANT LEVEL OF EFFORT THAT IT WOULD IMPOSE UPON THE COMMUNITY ORGANIZATIONS WHO OFTEN HAVE LIMITED RESOURCES TO PROVIDE THE DOCUMENTATION. X X X 1 1 X X X X X 1 1 0 0 0 0 0 0 0 CHRISTINA FREESE DECKER DIRECTOR/PRESIDENT 2319878 0 2835338 0 203252 0 1345273 0 28408 0 6732149 0 1411341 0 DARRYL ELMOUCHI MD CHIEF OPERATING OFFICER 1704153 0 1458248 0 92259 0 618080 0 31219 0 3903959 0 461727 0 KONGKRIT CHAIYASATE MD PHYSICIAN 3174823 0 0 0 3364 0 22600 0 34133 0 3234920 0 0 0 SHAWN ULREICH CHIEF NURSE EXECUTIVE 475934 0 161387 0 2542845 0 19800 0 28662 0 3228628 0 2422495 0 PRAVEEN THADANI PRESIDENT PRIORITY HEALTH 1218900 0 1291995 0 107693 0 550170 0 27146 0 3195904 0 322002 0 MATTHEW COX TREASURER 1165187 0 1364836 0 84049 0 540264 0 28935 0 3183271 0 421370 0 MOHAMMAD CHISTI MD PHYSICIAN 3090769 0 2250 0 1710 0 15250 0 37352 0 3147331 0 0 0 SARA RIAZ MD PHYSICIAN 2322889 0 0 0 1137 0 15250 0 39667 0 2378943 0 0 0 BENJAMIN SCHWARTZ MD PRESIDENT CHE - PART YEAR 856483 0 622691 0 690147 0 60455 0 24321 0 2254097 0 242361 0 LOREN B HAMEL MD PRESIDENT CHS 746607 0 772884 0 225126 0 115872 0 29521 0 1890010 0 341991 0 JASON JOSEPH CHIEF DIGITAL AND INFO OFFICER 761052 0 669611 0 53266 0 358741 0 26693 0 1869363 0 271698 0 DAVID LEONARD SECRETARY 761010 0 665356 0 64173 0 347119 0 29729 0 1867387 0 293440 0 KENNETH FAWCETT JR MD PHYSICIAN 23647 0 92509 0 1682150 0 0 0 1662 0 1799968 0 29436 0 TRACIE MORRIS CHIEF PEOPLE OFFICER 740470 0 445942 0 5349 0 298417 0 11785 0 1501963 0 0 0 JEREMY HARPER CHIEF STRATEGY AND MKT OFFICER 593289 0 422687 0 40013 0 279790 0 30969 0 1366748 0 140434 0 ALEJANDRO QUIROGA CHAND MD PRESIDENT CHW 746771 0 213604 0 62332 0 236893 0 26800 0 1286400 0 0 0 CARLOS CUBIA EVP, CHIEF IED & SUSTAINABILTY OFFIC 496367 0 336635 0 26563 0 212396 0 30960 0 1102921 0 0 0 ANGEL HERNANDEZ MD DIRECTOR 605345 0 81029 0 16275 0 23100 0 32658 0 758407 0 0 0 PAMELA RIES FORMER KEY EMPLOYEE 0 0 180756 0 553419 0 0 0 0 0 734175 0 100185 0 CHRISTOPHER CARPENTER MD DIRECTOR 550823 0 0 0 9643 0 22600 0 36761 0 619827 0 0 0 Part I, Line 1a THE ORGANIZATION HAS PROVIDED FIRST CLASS TRAVEL AND/OR CHARTER TRAVEL FOR CERTAIN EXECUTIVE EMPLOYEES AND/OR BOARD MEMBERS IN LIMITED SITUATIONS. FIRST CLASS AND/OR CHARTER TRAVEL IS UTILIZED WHEN COMMERCIAL AIR TRAVEL WAS NOT AVAILABLE FOR A DESTINATION, OR NOT EFFICIENT DUE TO SCHEDULES AND/OR CONNECTIONS, AND ALSO FOR ANNUAL BOARD RETREAT TRAVEL. FIRST CLASS TRAVEL IS ALSO UTILIZED BY SENIOR EXECUTIVE LEADERS WHEN TRAVELING INTERNATIONALLY. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A 1099 OR W-2 TO THE RECIPIENT. THE ORGANIZATION HAS PROVIDED TRAVEL FOR COMPANIONS FOR CERTAIN EXECUTIVE EMPLOYEES AND/OR BOARD MEMBERS IN LIMITED SITUATIONS. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A 1099 OR W-2 TO THE RECIPIENT. THE ORGANIZATION HAS PROVIDED HOUSING ALLOWANCE OR RESIDENCE FOR PERSONAL USE FOR CERTAIN SENIOR EXECUTIVE LEADERS. TO THE EXTENT THE BENEFIT IS DEEMED REPORTABLE, IT IS TREATED AS TAXABLE COMPENSATION IN A W-2 TO THE RECIPIENT. Part I, Lines 4a-b THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS DURING CALENDAR YEAR 2023: BENJAMIN SCHWARTZ MD $353,077 KENNETH FAWCETT JR. MD $289,711 PAMELA RIES $553,419 THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING CALENDAR YEAR 2023: BENJAMIN SCHWARTZ MD $242,361 CHRISTINA FREESE DECKER $1,411,341 DARRYL ELMOUCHI MD $461,727 DAVID LEONARD $293,440 JASON JOSEPH $271,698 JEREMY HARPER $140,434 KENNETH FAWCETT JR. MD $29,436 LOREN B. HAMEL MD $524,640 MATTHEW COX $421,370 PAMELA RIES $180,756 PRAVEEN THADANI $322,002 SHAWN ULREICH $2,422,495 SCHEDULE J, PART I, LINE 4B IS ANSWERED YES BECAUSE CERTAIN INDIVIDUALS DO PARTICIPATE IN SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN(S). SOME INDIVIDUALS RECEIVED DISTRIBUTIONS DURING THE YEAR (AS REPORTED ON THIS LINE) WHEREAS OTHERS PARTICIPATED IN THE PLAN(S) BUT DID NOT RECEIVE DISTRIBUTIONS. DISTRIBUTIONS REPORTED ON THIS LINE ARE ALSO INCLUDED IN SCHEDULE J, PART II, COLUMN F AS COMPENSATION REPORTED IN A PRIOR YEAR WHILE ALSO BEING REPORTED IN THE CURRENT 990 AS TOTAL COMPENSATION. THE NONQUALIFIED RETIREMENT PLANS ARE AN INDUSTRY STANDARD AND ARE SUBJECT TO THE FUNDING REQUIREMENTS OF NONQUALIFIED DEFERRED COMPENSATION PLANS UNDER ERISA AND FEDERAL TAX REGULATIONS. NATALIE PAYNE MD FAMILY MEMBER OF DIRECTORS WELSH, SEAN AND PAYNE, WILLIAM 57923 EMPLOYMENT 0 LYNN TODMAN FAMILY MEMBER OF DIRECTOR TODMAN, MICHAEL 544911 EMPLOYMENT 0 CHRISTINE GILLMAN FAMILY MEMBER OF DIRECTOR ROTH, ROBERT 144249 EMPLOYMENT 0 JASON WONG FAMILY MEMBER OF DIRECTOR CARPENTER M.D., CHRISTOPHER 88059 EMPLOYMENT 0 JENNIFER WONG FAMILY MEMBER OF DIRECTOR CARPENTER M.D., CHRISTOPHER 148391 EMPLOYMENT 0 LORIE ANN HAMEL FAMILY MEMBER OF KEY EMPLOYEE HAMEL M.D., LOREN B. 14358 EMPLOYMENT 0 LOWELL HAMEL MD FAMILY MEMBER OF KEY EMPLOYEE HAMEL M.D., LOREN B. 753492 EMPLOYMENT 0 PHILIP COOPER FAMILY MEMBER OF KEY EMPLOYEE HAMEL M.D., LOREN B. 158549 EMPLOYMENT 0 ANDREW COOPER FAMILY MEMBER OF KEY EMPLOYEE HAMEL M.D., LOREN B. 22722 EMPLOYMENT 0 TIMOTHY JOSEPH MD FAMILY MEMBER OF KEY EMPLOYEE JOSEPH, JASON 551019 EMPLOYMENT 0 JURE GRAHOVIC MD FAMILY MEMBER OF DIRECTOR GRAHOVAC M.D., MARIJA 22500 EMPLOYMENT 0 SCHEDULE L PART IV CONTINUED GRAHOVIC M.D., JURE X FAMILY MEMBER OF DIRECTOR GRAHOVAC M.D., MARIJA EMPLOYMENT 22,500 NO SHARING OF ORGANIZATON'S REVENUE 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 COREWELL HEALTH INNOVATIONS LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 272868213 IP DEVLOPMENT MI 8829 0 COREWELL HEALTH VENTURES LLC COREWELL HEALTH VENTURES LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 815424150 INVEST IN HEALTHCARE INNOVATION MI 0 67626317 COREWELL HEALTH HEALTH DATA COLLABORATIVE LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 HEALTH DATA COLLABORATION MI 0 0 COREWELL HEALTH OXFORD REAL PROPERTY HOLDINGS LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 HOLDING COMPANY MI 0 0 COREWELL HEALTH RAPID CITY II LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 HOLDING COMPANY MI 69132 10378 COREWELL HEALTH RAPID CITY LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 854384281 HOLDING COMPANY MI 35840 5990 COREWELL HEALTH RIVERCREST ONE LLC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 HOLDING COMPANY MI 45208 5015 COREWELL HEALTH BEAUMONT HEALTH 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 465718220 SUPPORTING ORGANIZATION MI 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