2024-11-07T08:08:45-06:00 2023-12-31 920460586 PWC US TAX LLP 655 NEW YORK AVE NW STE 1100 WASHINGTON DC 20001 990 2023-01-01 382715520 PRIORITY HEALTH PRIO 8669897999 100 COREWELL DR NW ATTN TAX MC6 GRAND RAPIDS MI 49503 NICHOLAS GATES SVP FINANCE 8669897999 2024-11-07 1 1 TRAVIS L PATTON P00369623 2024141000 2023 2024-10-15 13:58:12Z X PRAVEEN THADANI 1231 E BELTLINE AVE NE GRAND RAPIDS MI 49525 11148819514 0 X WWW.PRIORITYHEALTH.COM X 1986 MI IN ADDITON TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 17 14 0 14 -42115 0 0 0 4693955658 5370331220 112782572 47833627 201956 -291215 4806940186 5417873632 0 0 4200226958 4806745113 298899376 0 0 0 0 203677602 593137749 4702803936 5399882862 104136250 17990770 1979660437 2147971026 704252394 734060652 1275408043 1413910374 X IN ADDITON TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 0 0 2717756380 0 2760281129 PRIORITY HEALTH HMO: SEE SCHEDULE OPRIORITY HEALTH HMOPRIORITY HEALTH IS AN INTEGRAL PART OF COREWELL HEALTH, AN INTEGRATED NOT-FOR-PROFIT HEALTH SYSTEM SERVING COMMUNITIES THROUGHOUT MICHIGAN. PRIORITY HEALTH'S MISSION, LED BY ITS COMMUNITY BOARD, STRIVES TO RETURN VALUE TO THE COMMUNITIES SERVED BEYOND THE PROVISION OF HEALTH CARE TO ITS MEMBERS. PRIORITY HEALTH HAS BUILT A LONG HISTORY OF OFFERING MICHIGAN EMPLOYERS AND INDIVIDUALS PROGRESSIVE PRODUCTS AND INNOVATIVE PROGRAMS INTENDED TO KEEP COSTS DOWN AND MEMBERS HEALTHY. ITS BROAD PORTFOLIO OF PRODUCTS AND SERVICES INCLUDES TRADITIONAL MEDICAL PLANS AS WELL AS HSA'S, HRA'S AND OTHER CONSUMER-DRIVEN PRODUCTS. PRIORITY HEALTH HAS CONSISTENTLY MAINTAINED ACCREDITED STATUS WITH A 4.5 OUT OF 5 STAR RATING FOR ITS HMO PRODUCTS FROM THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA), AN INDEPENDENT MANAGED CARE ACCREDITING BODY. PRIORITY HEALTH HAS ALSO MAINTAINED AN "A" (EXCELLENT) FINANCIAL STRENGTH RATING FOR SEVEN CONSECUTIVE YEARS FROM A.M. BEST, A HEALTH INSURANCE RATINGS AGENCY, RECOGNIZING THE FINANCIAL STRENGTH OF THE ORGANIZATION AND FOCUS ON MANAGING THE COST OF HEALTH CARE FOR ITS COMMUNITY.IN EARLY 2020, PRIORITY HEALTH BECAME THE SOLE MEMBER OF TOTAL HEALTH CARE, INC., A HEALTH PLAN BASED IN SOUTHWEST MICHIGAN. THE MEDICAID BUSINESS WAS INTEGRATED INTO PRIORITY HEALTH CHOICE, INC. WHILE THE COMMERCIAL BUSINESS WAS INTEGRATED INTO PRIORITY HEALTH IN 2022. AS PART OF THIS TRANSACTION, A FOUNDATION WAS ESTABLISHED TO WHICH PRIORITY HEALTH COMMITTED $25 MILLION TO FOCUS ON IMPROVING HEALTH IN DETROIT AREA COMMUNITIES. THE FOUNDATION WILL SUPPORT AND INVEST IN HEALTH CARE INITIATIVES THAT INCREASE ACCESS, IMPROVE OUTCOMES, AND HAVING A MEANINGFUL IMPACT ON THE LIVES OF THE PEOPLE IN AND AROUND THE CITY OF DETROIT. TO DATE, THE PRIORITY HEALTH TOTAL HEALTH FOUNDATION HAS GIVEN MORE THAN $14 MILLION TO MORE THAN 90 ORGANIZATIONS SERVING THE DETROIT AND SOUTHEAST MICHIGAN AREAS.PRIORITY HEALTH'S MAJORITY SHAREHOLDER, COREWELL HEALTH IS A NOT-FOR-PROFIT HEALTH SYSTEM THAT PROVIDES CARE AND COVERAGE WITH AN EXCEPTIONAL TEAM OF 65,000+ DEDICATED PEOPLE-INCLUDING MORE THAN 12,000 PHYSICIANS AND ADVANCED PRACTICE PROVIDERS IN 21 HOSPITALS, 300+ OUTPATIENT LOCATIONS AND SEVERAL POST-ACUTE FACILITIES. COREWELL HEALTH PROVIDED OVER $1 BILLION IN COMMUNITY BENEFIT DURING CALENDAR YEAR 2023.THE AFFORDABLE CARE ACT (ACA) ADDED NEW REQUIREMENTS THAT HOSPITAL ORGANIZATIONS MUST SATISFY IN ORDER TO MAINTAIN TAX EXEMPT STATUS UNDER IRC SECTION 501(C)(3). ONE OF THE REQUIREMENTS UNDER THIS ACT IS TO CONDUCT A COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA) AND ADOPT AN IMPLEMENTATION STRATEGY AT LEAST ONCE EVERY THREE YEARS. COREWELL HEALTH COMPLETED SEVERAL IMPLEMENTATION PLANS IDENTIFYING THE COMMUNITY HEALTH NEEDS AND IMPLEMENTATION PLAN GOALS FOR EACH COREWELL HEALTH HOSPITAL. ONE NEED IDENTIFIED IN THE CHNA'S IS ACCESS TO HEALTH CARE, WHICH INCLUDES IMPROVING ACCESS TO AFFORDABLE HEALTH CARE FOR ALL COMMUNITY MEMBERS. IN ADDITION, ALL COMMUNITY MEMBERS SHOULD HAVE ACCESS TO PREVENTIVE CARE AND MEDICAL HOME CARE, INCLUDING THE UNINSURED AND LOW-INCOME WORKING INDIVIDUALS. COREWELL HEALTH WORKS CLOSELY WITH PRIORITY HEALTH TO ACHIEVE THE IDENTIFIED NEEDS AND GOALS.PRIORITY HEALTH PURSUES INITIATIVES THAT SUPPORT THE TRIPLE AIM OF ENHANCING THE QUALITY AND EXPERIENCE OF CARE FOR THE PATIENT, IMPROVING THE HEALTH OF POPULATIONS, AND REDUCING THE COSTS OF HEALTHCARE. IN THE TAX YEAR, PRIORITY HEALTH LOWERED HEALTH COSTS ACROSS ALL LINES OF BUSINESS BY OVER $20 MILLION IN INCREMENTAL SAVINGS THROUGH NEW OR EXPANDED MANAGED CARE INITIATIVES AND CHRONIC DISEASE MANAGEMENT PROGRAMS. THESE PROGRAMS INFLUENCE PHYSICIAN PRACTICES, PROMOTE APPROPRIATE HEALTH CARE UTILIZATION AND INCREASE QUALITY, WHICH EXTENDS BEYOND PRIORITY HEALTH'S MEMBERS. IN ADDITION TO THE MANAGED CARE SAVINGS ABOVE, PRIORITY HEALTH PURSUES INITIATIVES TO PREVENT INDIVIDUALS FROM DEVELOPING CHRONIC DISEASES, AS WELL AS INITIATIVES TO BETTER MANAGE INDIVIDUALS WHO ALREADY HAVE CHRONIC DISEASES.PRIORITY HEALTH HAS BEEN A LEADER IN PATIENT-CENTERED CARE AND HAS A PROVEN RECORD OF WORKING WITH PHYSICIANS TO IMPROVE HEALTH OUTCOMES. THROUGH ITS PARTNERS IN PERFORMANCE PROGRAM, PRIORITY HEALTH ENCOURAGES AND REWARDS THE QUALITY CARE PROVIDED BY PRIMARY CARE PHYSICIANS. THE PHYSICIANS AND PRACTICES SELECTED FOR THE PRIORITY HEALTH QUALITY AWARDS HAVE ACHIEVED THE HIGHEST OVERALL SCORES FOR ENSURING PATIENTS RECEIVE PREVENTIVE CARE, CONTROL CHRONIC DISEASE AND HAVE A GOOD EXPERIENCE. EACH AWARD RECIPIENT IS SELECTED BY ANALYZING THE RESULTS OF THE PRIORITY HEALTH PRIMARY CARE PROVIDER INCENTIVE PROGRAM, A PROGRAM THAT TRACKS CLINICAL QUALITY MEASURES AGAINST NATIONAL STANDARDS AND EVIDENCE-BASED MEDICINE.PRIORITY HEALTH PAID PRIMARY CARE PROVIDERS MORE THAN $52 MILLION IN 2024 BASED ON THEIR PERFORMANCE IN 2023 (LINES OF BUSINESS). THE PROGRAM'S SUCCESS IS CLEARLY DEMONSTRATED BY THE NUMBER OF PRIORITY HEALTH MEDICARE MEMBERS WHO RECEIVE PREVENTIVE SCREENINGS. IN 2023, MORE THAN 81% OF PRIORITY HEALTH MEDICARE MEMBERS RECEIVED ROUTINE COLORECTAL CANCER SCREENING EXAMS COMPARED TO A NATIONAL AVERAGE OF 69%. 83% OF MEDICARE MEMBERS RECEIVED RECOMMENDED BREAST CANCER SCREENING COMPARED TO THE NATIONAL AVERAGE OF 71%. PRIORITY HEALTH SHARES RISK WITH PROVIDERS AND EMPLOYERS BY OFFERING THESE INCENTIVES AND OTHER RISK SHARING ARRANGEMENTS. THIS PROMOTES LOWER OVERALL HEALTH CARE COSTS AND IMPROVED QUALITY TO THE COMMUNITY.IN 2015, PRIORITY HEALTH LAUNCHED A COST ESTIMATOR TOOL TO HELP MEMBERS CALCULATE THEIR OUT-OF-POCKET COSTS TO FIND THE MOST AFFORDABLE SERVICES. THE ONLINE COST ESTIMATOR TOOL DISPLAYS PRIORITY HEALTH SPECIFIC FEES FOR 300 COMMON HEALTH CARE PROCEDURES. THE COST ESTIMATOR RECOMMENDS LOWER-COST DOCTOR/FACILITY OPTIONS TO HELP ENSURE MEMBERS GET THE HIGHEST-QUALITY CARE AT THE BEST PRICE. THIS INNOVATIVE TOOL SUPPORTS PRIORITY HEALTH'S CONTINUED MARKET LEADERSHIP IN TRANSPARENCY AND LOWERS THE COST OF CARE TO THE COMMUNITY. SINCE LAUNCHING IN 2015, THE COST ESTIMATOR HAS RESULTED IN CUMULATIVE SHARED SAVINGS OF MORE THAN $17 MILLION.THE PRIORITY HEALTH THIRD PARTY LIABILITY (TPL) TEAM HAS CONSISTENTLY IMPROVED OUTCOMES BY INCREASING SAVINGS THROUGH AUDIT, ANALYSIS, AND THOROUGH ACCOUNT EVALUATION. WITH EMPHASIS ON IMPROVING BOTH MEMBER AND PROVIDER SATISFACTION, PROGRAM IMPROVEMENTS WERE MADE AT THE END OF 2019 TO EXPEDITE LIABILITY DETERMINATIONS BY FOCUSING ON COST CONTAINMENT EFFORTS AND DRIVING CONTINUOUS IMPROVEMENT IN ALL AREAS OF THE DEPARTMENT, THE TPL TEAM HAS BEEN ABLE TO CREATE EFFICIENCIES WHILE REALIZING PROGRAM SAVINGS OF OVER $29 MILLION.THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) ADOPTED THE OBAMA ADMINISTRATION'S EXTENSION OF THE TRANSITIONAL "AS IS" POLICY. THIS DECISION ALLOWS INSURERS TO DECIDE WHETHER THEY WOULD CONTINUE OFFERING POLICIES THAT ARE NOT COMPLIANT WITH THE ACA, WHICH BECAME PERMISSIBLE WHEN THE FEDERAL GOVERNMENT DELAYED THE REQUIRED SHIFT TO ACA-APPROVED INSURANCE COVERAGE. WHILE MAJOR COMPETITORS HAVE SHUT DOWN PLANS, PRIORITY HEALTH CONTINUES TO OFFER AN EXTENSION OF ITS PRE-ACA INDIVIDUAL AND HEALTH PLANS TO SUBSCRIBERS AS LONG AS PERMITTED BY REGULATORY GUIDANCE. THE DECISION TO EXTEND PLANS IS CONSISTENT WITH PRIORITY HEALTH'S COMMITMENT TO PROVIDE INDIVIDUALS WITH FLEXIBILITY AND CHOICE. 2568290357 0 2608476410 PRIORITY HEALTH SENIOR MARKETS (MEDICARE ADVANTAGE AND MEDICARE SUPPLEMENT): SEE SCHEDULE OPRIORITY HEALTH BEGAN OFFERING MEDICARE ADVANTAGE PLANS IN JULY 2005 AND MEDICARE ADVANTAGE PLANS WITH PRESCRIPTION DRUG COVERAGE IN JANUARY 2006. ITS MEDICARE ADVANTAGE PLANS VARY IN PRICE BASED ON WHERE MEMBERS LIVE AND WHAT BENEFITS THEY NEED. MORE THAN 246,000 MICHIGANDERS HAVE A PRIORITY HEALTH MEDICARE ADVANTAGE PLAN, AND NEARLY 17,500 CHOSE A PRIORITY HEALTH MEDICARE SUPPLEMENT PLAN, ALSO KNOWN AS MEDIGAP.AS A RESULT OF PRIORITY HEALTH'S WORK WITH THE COMMUNITY AND DEDICATION TO DELIVERING HIGH QUALITY COVERAGE, ITS MEDICARE ADVANTAGE HMO-POS AND PPO PLANS WERE ACCREDITED WITH THE NATIONAL CENTER FOR QUALITY ASSURANCE (NCQA), WITH OUR HMO-POS PLANS EARNING A 4.5 RATING OUT OF 5. PRIORITY HEALTH'S MEDICARE ADVANTAGE PLANS WITH PRESCRIPTION DRUG COVERAGE WERE ALSO AWARDED 5 OUT OF 5 STARS BY THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS). THE MEDICARE STAR RATINGS INDICATE HOW WELL A HEALTH PLAN PERFORMS OVERALL; THE BETTER THE STAR RATING, THE HIGHER QUALITY CARE AND EXPERIENCE IS DELIVERED. OF THE 42 QUALITY AND IMPROVEMENTS METRICS USED TO DETERMINE OUR OVERALL QUALITY RATING OF 4.0, APPROXIMATELY 75% OF THE METRICS WERE EITHER 4 OR 5 STARS. PRIORITY HEALTH IS ABLE TO PROVIDE ITS MEMBERS HIGH QUALITY MEDICARE ADVANTAGE PLANS WHILE REMAINING AMONG THE LOWEST COST PLANS IN THE COUNTRY.MEDICARE ADVANTAGE MEMBERS CAN ENROLL EITHER INDIVIDUALLY, OR THROUGH AN EMPLOYER GROUP. DURING THE 2023 MEDICARE ANNUAL ENROLLMENT PERIOD (AEP). PRIORITY HEALTH'S MEDICARE ADVANTAGE ENROLLMENT INCLUDES ABOUT 246,000 INDIVIDUAL ADVANTAGE MEMBERS OF THE TOTAL INDIVIDUAL MEDICARE ADVANTAGE MARKET, MAKING PRIORITY HEALTH THE LEADER IN MICHIGAN. PRIORITY HEALTH INDIVIDUAL MEDICARE ADVANTAGE PLANS ARE OFFERED IN ALL 68 COUNTIES IN MICHIGAN'S LOWER PENINSULA, WITH 9 OUT OF 10 PRIMARY CARE PROVIDERS AND ALL MAJOR HOSPTIAL SYSTEMS IN OUR NETWORK IN THE LOWER PENINSULA. WITH 98% OF PROVIDERS, INCLUDING ALL MAJOR HOSPITAL SYSTEMS, IN OUR NETWORK. PRIORITY HEALTH'S NETWORK HAS NEARLY 45,000 PROVIDERS.IN 2012, PRIORITY HEALTH LAUNCHED HOME BASED PRIMARY CARE (HBPC) AS A PILOT WITH OUR AFFILIATE, COREWELL HEALTH MEDICAL GROUP (CHMG). HBPC BRINGS THE CARE TEAM INTO THE HOME OF PATIENTS THAT ARE AT THE FAR END OF THE POPULATION HEALTH CONTINUUM, THE ADVANCED CHRONICALLY ILL, WHOSE MULTIPLE MEDICAL CONDITIONS ARE COMPLICATED BY FUNCTIONAL AND/OR COGNITIVE LIMITATIONS THAT MAKE IT DIFFICULT FOR THEM TO ADEQUATELY ACCESS THE TRADITIONAL AMBULATORY PHYSICIAN OFFICE. IN ADDITION TO PRIORITY HEALTH CHANGING HOW THE PATIENT ACCESSES THEIR CARE, THERE IS NOW A TEAM BASED MODEL OF CARE TO MEET ALL THE NEEDS OF THE PATIENT. PRIORITY HEALTH CONTINUED ITS ENGAGEMENT WITH PATIENTS HAVING ADVANCED ILLNESS IN PARTNERSHIP WITH COREWELL HEALTH MEDICAL GROUP AND TWO OTHER CONTRACTED PROVIDERS WHICH RESULTED IN OVER $22.3 MILLION IN SAVINGS BY REACHING MEMBERS ENROLLED IN HBPC PROGRAMS.CHRONIC CONDITIONS ARE LEADING CONTRIBUTORS TO RISING HEALTH CARE COSTS NATIONWIDE. TO ADDRESS THIS, PRIORITY HEALTH LAUNCHED THE MEDICATION THERAPY MANAGEMENT (MTM) PILOT PROGRAM WITH ITS MEDICARE MEMBERS. THE MTM PILOT PROGRAM OFFERED PRIORITY HEALTH MEDICARE MEMBERS THE OPPORTUNITY TO MEET ONE-ON-ONE WITH PHARMACISTS TO REVIEW ALL OF THEIR MEDICATIONS INCLUDING PRESCRIPTIONS, OVER-THE-COUNTER DRUGS, AND HERBAL AND VITAMIN SUPPLEMENTS. COMPLEX MEDICATION REGIMENS CREATE SIGNIFICANT CHALLENGES FOR PATIENTS LIVING WITH CHRONIC ILLNESS, THEIR CAREGIVERS, HEALTH CARE PROVIDERS AND THE HEALTH CARE SYSTEM AS A WHOLE. THE IMPACT OF MEDICATION-RELATED PROBLEMS CAN BE MINIMIZED THROUGH A STRUCTURED MTM PROGRAM THAT USES PHARMACISTS COLLABORATING WITH THE PATIENT AND THE PATIENT'S HEALTH CARE PROVIDERS. RETAIL AND OFFICE-BASED PHARMACISTS WILL COLLABORATE WITH PATIENTS AND PROVIDERS TO ADDRESS DRUG-RELATED PROBLEMS AND COMPLETE COMPREHENSIVE MEDICATION REVIEWS.IN 2015, PRIORITY HEALTH EXPANDED ITS MTM PROGRAM TO COMMERCIAL AND MEDICAID MEMBERS. WITH THIS MOVE, PRIORITY HEALTH BECAME THE FIRST HEALTH PLAN IN THE STATE TO EXPAND THE PROGRAM TO BOTH ITS MEDICARE AND EMPLOYER-SPONSORED HEALTH PLANS.IN 2017, PRIORITY HEALTH RECEIVED A PINNACLE AWARD FOR ITS MEDICARE CARE MANAGEMENT HYBRID PROGRAM. THE CARE MANAGEMENT TEAM UNDERSTANDS AND ACKNOWLEDGES THAT SOCIAL DETERMINANTS OF HEALTH IMPACT DISEASE MANAGEMENT. WHILE DATA SCIENCE CONTINUES TO EVOLVE AND IMPROVE IN ITS ABILITY TO IDENTIFY THESE NON-CLAIMS DRIVEN INDICATORS OF RISK, IT IS DIFFICULT FOR THE USUAL METHODS OF CARE MANAGEMENT TO IDENTIFY AND ADDRESS THEM.PRIORITY HEALTH LAUNCHED ITS HYBRID PROGRAM AS AN AT-HOME CARE MANAGEMENT PROGRAM TO ADDRESS THE FULL BURDEN OF ILLNESS AND SOCIO-DEMOGRAPHIC RISK FACTORS FOR MEDICARE MEMBERS. AS A RESULT, PRIORITY HEALTH HAS OBSERVED LOWER ADMISSION RATES THAN STATE AND NATIONAL AVERAGES THANKS IN PART TO INTERDISCIPLINARY TEAMS THAT PROVIDE A QUICK RESPONSE TO CONDITION DESTABILIZATION.IN 2018, PRIORITY HEALTH ADDED ADDITIONAL FUNCTIONALITY TO ITS COST ESTIMATOR TOOL ENABLING MEDICARE ADVANTAGE MEMBERS TO ACCESS REAL-TIME COST INFORMATION ON PRESCRIPTION DRUGS, HELPING MEMBERS PAY LESS BY SWITCHING TO A LOWER PRICED ALTERNATIVE, USING A PREFERRED PHARMACY, OR OPTING FOR MAIL ORDER. MORE THAN 6,000 PRESCRIPTIONS ARE AVAILABLE VIA THE COST ESTIMATOR TOOL INCLUDING PILLS, CHEWABLES, AND CAPSULE DRUGS. WHEN A MEDICATION IS PRICED THROUGH THE TOOL, MEMBERS HAVE THE OPTION TO VIEW MORE AFFORDABLE ALTERNATIVES AND SEE EXACT COSTS AT THEIR PREFERRED PHARMACIES, WHICH COULD PROVIDE SIGNIFICANT SAVINGS TO THOSE MEMBERS WHO REQUIRE SOME OF THE MOST EXPENSIVE DRUGS IN THE MARKET. 1549437 0 1573681 PRIORITY HEALTH WELLNESS: SEE SCHEDULE OPREVENTION AND WELLNESS HAVE BEEN THE FOUNDATION OF PRIORITY HEALTH'S APPROACH TO HEALTH CARE. PRIORITY HEALTH PROVIDES WELLNESS TOOLS AND RESOURCES VIA AN ONLINE WELLBEING PLATFORM WITHIN ITS COMMERCIAL STANDARD HEALTH PLANS. IT ALSO OFFERS A STANDARDIZED, BEST-IN-CLASS WELLBEING ENGAGEMENT PROGRAM NAMED PRIORITYWELL TO EMPOWER THEIR EMPLOYEES TO PURSUE HEALTHIER LIFESTYLES. IN ADDITION TO THE HEALTH PLAN OFFERINGS, PRIORITY HEALTH PARTICIPATES IN, AND SPONSORS, WELLNESS PROGRAMS FOR THE COMMUNITY AT LARGE TO IMPROVE THE HEALTH OF ALL PEOPLE, NOT JUST MEMBERS. PRIORITY HEALTH'S WELLNESS PROGRAMS ADDRESSES THE OVERALL WELLBEING OF ITS MEMBERS. EMPLOYERS ARE ABLE TO SUPPORT THE OVERALL WELLBEING OF THEIR EMPLOYEES AND IMPROVE ENGAGEMENT, SATISFACTION AND PRODUCTIVITY, ULTIMATELY RESULTING IN IMPROVED TALENT RETENTION AND A HEALTHIER WORKFORCE. PRIORITY HEALTH PARTNERS WITH EMPLOYERS TO HELP THEM DELIVER TARGETED, SMART PROGRAMS THAT EFFECTIVELY IMPROVE EMPLOYEE PHYSICAL AND EMOTIONAL HEALTH WHILE ALSO IMPROVING WORKPLACE MORALE AND REDUCING OVERALL HEALTH COSTS WITH A PERSONALIZED WELLBEING APPROACH. ADDITIONALLY, DISEASE PREVENTION AND INTERVENTION PROGRAMS ARE AVAILABLE TO MEMBERS THROUGH A DIGITAL ENGAGEMENT ENVIRONMENT.PRIORITY HEALTH OFFERS A WELLBEING HUB, WHICH OFFERS A PERSONALIZED ONLINE WELLNESS EXPERIENCE TAILORED TO EACH EMPLOYEE'S INDIVIDUAL NEEDS. THE WELLBEING HUB, AVAILABLE TO ALL PRIORITY HEALTH MEMBERS, OFFERS MEMBERS ACCESS TO CONTENT AND TOOLS CENTERED ON SUPPORTING STRESS MANAGEMENT, NUTRITION, WEIGHT LOSS, QUITTING TOBACCO, CHRONIC CONDITION MANAGEMENT, FINANCIAL SUPPORT, SLEEP HEALTH AND MORE. PRIORITY HEALTH SPONSORS MANY COMMUNITY EDUCATION PROGRAMS, HEALTH FAIRS, WALKS/RUNS/TRIATHLONS AND NEWSLETTERS.PRIORITY HEALTH HAS DEVELOPED AN INNOVATIVE DIGITAL MEMBER OUTREACH PROGRAM THAT RELIES ON THOUSANDS OF DATASETS AND PREDICTIVE ANALYTICS TO HELP EDUCATE AND INFORM OUR MEMBERS. USING THIS DATA-DRIVEN APPROACH, PRIORITY HEALTH IS ABLE TO GAIN INSIGHTS INTO CHALLENGES OUR MEMBERS MAY FACE AND IDENTIFY ACTIONS THEY CAN TAKE TO IMPROVE OR PROTECT THEIR HEALTH. BASED ON THIS INFORMATION, PRIORITY HEALTH DELIVERS PERSONALIZED MESSAGING ON A VARIETY OF PLATFORMS TO HELP MEMBERS GET THE MOST FROM THEIR PLAN. AS AN EXAMPLE, DURING THE COVID-19 PANDEMIC, PRIORITY HEALTH TARGETED UNVACCINATED MEMBERS TO ENCOURAGE THEM TO GET THE VACCINE, RESULTING IN A SIGNIFICANT INCREASE IN VACCINATIONS FOR THOSE WHO RECEIVED THE MESSAGE. ADDITIONALLY, THE HEALTH PLAN DELIVERED EDUCATIONAL NEWS THROUGH PRINTED PIECES TO MEDICARE MEMBERS, THE MEDICARE QUICK START GUIDE AND THE HEALTH JOURNAL. 5287596174 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 19572 0 1 0 1 1 0 0 0 0 0 0 0 X 17 14 1 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X CORPORATE TAX 8669897999 100 COREWELL DR NW MC6481 GRAND RAPIDS MI 49503 CHRISTINA FREESE DECKER DIRECTOR/CEO 1.00 50.00 X X 0 5358468 1373681 PRAVEEN THADANI DIRECTOR/PRESIDENT 50.00 1.00 X X 0 2618588 577316 MATTHEW COX DIRECTOR 1.00 50.00 X 0 2614072 569199 ANN HARTEN DIRECTOR 1.00 0.00 X 0 40000 0 ALICIA TORRES DIRECTOR 1.00 0.00 X 0 30500 0 ELAINE WOOD DIRECTOR 1.00 0.00 X 0 30500 0 RICHARD DEVORE DIRECTOR 1.00 0.00 X 0 28500 0 MICHAEL SYTSMA DIRECTOR/CHAIR 1.00 0.00 X X 0 28500 0 BIRGIT KLOHS DIRECTOR 1.00 0.00 X 0 27500 0 DOUGLAS DOZEMAN DIRECTOR 1.00 0.00 X 0 27000 0 ORA PESCOVITZ DIRECTOR 1.00 0.00 X 0 25500 0 GARRICK ROCHOW DIRECTOR 1.00 0.00 X 0 25500 0 MINA SOOCH DIRECTOR 1.00 0.00 X 0 25500 0 LINDA GILLUM DIRECTOR 1.00 0.00 X 0 24000 0 HOWARD MOROF DIRECTOR 1.00 0.00 X 0 22500 0 DOUGLAS BAKER DIRECTOR 1.00 0.00 X 0 0 0 EDWIN NESS DIRECTOR 1.00 0.00 X 0 0 0 KIMBERLY THOMAS SECRETARY 50.00 1.00 X 0 616801 177268 NICHOLAS GATES TREASURER 50.00 1.00 X 0 523507 127070 BRIAN KRUPICZEWICZ FORMER KEY EMPLOYEE 50.00 1.00 X 0 1068058 82631 JAMES FORSHEE MD FORMER KEY EMPLOYEE 50.00 1.00 X 0 759706 149757 JOYCE CHAN RUSSELL FORMER KEY EMPLOYEE 50.00 1.00 X 0 671143 106424 MICHAEL KOZIARA FORMER KEY EMPLOYEE 50.00 0.00 X 0 764843 0 MICHAEL JASPERSON FORMER KEY EMPLOYEE 50.00 1.00 X 0 579463 132583 CHRISTOPHER CROOK FORMER KEY EMPLOYEE 50.00 1.00 X 0 541372 150702 MARTI LOLLI FORMER KEY EMPLOYEE 50.00 0.00 X 0 669826 0 MEGAN SCHMIDT FORMER KEY EMPLOYEE 50.00 1.00 X 0 459995 93784 JIANHUA YU FORMER HIGHEST COMPENSATED 50.00 0.00 X 0 1434422 0 MATTHEW STREBECK FORMER HIGHEST COMPENSATED 50.00 1.00 X 0 408536 82141 BRIAN FEDORONKO FORMER HIGHEST COMPENSATED 50.00 1.00 X 0 415963 46818 ERIN SULLIVAN FORMER HIGHEST COMPENSATED 50.00 1.00 X 0 316656 35769 CANDY DAVIS FORMER HIGHEST COMPENSATED 50.00 1.00 X 0 146206 29198 0 20303125 3734341 0 1 1 0 SAVEON SP LLC 40 LA RIVIERE SUITE 310 BUFFALO NY 14202 PHARMACY BENEFITS MANAGER 22635206 EXPRESS SCRIPTS INSURANCE COMPANY 225 SUMMIT AVE MONTVALE NJ 07645 PHARMACY BENEFITS MANAGER 12869915 DELTA DENTAL PLAN OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 60693 DENTAL BENEFITS MANAGER 6063376 PERFORMANT RECOVERY INC 333 N CANYONS PARKWAY SUITE 100 LIVERMORE CA 94551 CONSULTING SERVICES 3814056 MEDSOLUTIONS INC 400 BUCKWALTER PLACE BLVD BLUFFTON SC 29910 UTILIZATION MANAGEMENT 3283446 11 HMO 524114 2760281129 2760281129 SENIOR MARKETS 524114 2608476410 2608476410 WELLNESS 900099 1573681 1573681 5370331220 58911540 58911540 4226541 4517756 -291215 -291215 -42115 -249100 5715350213 5726428126 -11077913 -11077913 -11077913 5417873632 5370331220 -42115 47584527 4806745113 4806745113 9264 9264 12023688 9618950 2404738 1084010 1084010 517938397 414350717 103587680 7048258 5638606 1409652 5578064 4462451 1115613 10642288 8513830 2128458 1999469 1599575 399894 286818 229454 57364 106988 106988 450073 360058 90015 TAXES ON REGULATORY FEE 35960965 35960965 UBTI EXPENSE 9467 9467 5399882862 5287596174 112286688 0 -33498240 490258013 234694407 281354102 36440897 12240610 24861063 24200287 863884320 1799297057 298359243 35394581 48000000 32208810 28617820 1979660437 2147971026 530360267 550108706 24687435 29286559 16916589 15671196 132288103 138994191 704252394 734060652 X 8471 8471 122521001 122521001 1152878571 1291380902 1275408043 1413910374 1979660437 2147971026 X 17990770 58330620 62180941 X X 0 1 X 1 0 10388000 10388000 25842228 12029941 13812287 210669 210669 0 24200287 ACA RISK ADJUSTMENT PAYABLE 104540271 PHARMACY SETTLEMENT PAYABLE 26647176 DUE TO AFFILIATES 6625432 INVESTMENT PAYABLE 1181312 138994191 5464648023 47568000 47568000 5417080023 1084010 -290401 793609 5417873632 5390798887 35 35 5390798852 1084010 8000000 9084010 5399882862 Part XI, Line 2d - Other Adjustments: DIVIDEND RECEIVED FROM SUBSIDIARY 65,000,000. OTHER THAN TEMPORARY IMPAIRMENT -17,432,000. Part XI, Line 4b - Other Adjustments: DISREGARDED ENTITY INTEREST INCOME 815. DISREGARDED ENTITY NET RENTAL ACTIVITY -291,216. Part XII, Line 4b - Other Adjustments: DISREGARDED ENTITY GOODWILL AMORTIZATION EXPENSE 8,000,000. 1 1 0 0 0 0 0 0 0 CHRISTINA FREESE DECKER DIRECTOR/CEO 0 2319878 0 2835338 0 203252 0 1345273 0 28408 0 6732149 0 1411341 PRAVEEN THADANI DIRECTOR/PRESIDENT 0 1218900 0 1291995 0 107693 0 550170 0 27146 0 3195904 0 322002 MATTHEW COX DIRECTOR 0 1165187 0 1364836 0 84049 0 540264 0 28935 0 3183271 0 421370 JIANHUA YU FORMER HIGHEST COMPENSATED 0 0 0 0 0 1434422 0 0 0 0 0 1434422 0 1433583 BRIAN KRUPICZEWICZ FORMER KEY EMPLOYEE 0 280737 0 105846 0 681475 0 55930 0 26701 0 1150689 0 104720 JAMES FORSHEE MD FORMER KEY EMPLOYEE 0 456864 0 143456 0 159386 0 123008 0 26749 0 909463 0 54177 KIMBERLY THOMAS SECRETARY 0 442247 0 128738 0 45816 0 166153 0 11115 0 794069 0 0 JOYCE CHAN RUSSELL FORMER KEY EMPLOYEE 0 335060 0 322448 0 13635 0 82432 0 23992 0 777567 0 0 MICHAEL KOZIARA FORMER KEY EMPLOYEE 0 0 0 0 0 764843 0 0 0 0 0 764843 0 762150 MICHAEL JASPERSON FORMER KEY EMPLOYEE 0 411914 0 129256 0 38293 0 104651 0 27932 0 712046 0 0 CHRISTOPHER CROOK FORMER KEY EMPLOYEE 0 385375 0 114198 0 41799 0 122411 0 28291 0 692074 0 0 MARTI LOLLI FORMER KEY EMPLOYEE 0 0 0 0 0 669826 0 0 0 0 0 669826 0 669767 NICHOLAS GATES TREASURER 0 385520 0 113186 0 24801 0 102360 0 24710 0 650577 0 0 MEGAN SCHMIDT FORMER KEY EMPLOYEE 0 107758 0 322448 0 29789 0 85183 0 8601 0 553779 0 0 MATTHEW STREBECK FORMER HIGHEST COMPENSATED 0 282816 0 100263 0 25457 0 54285 0 27856 0 490677 0 0 BRIAN FEDORONKO FORMER HIGHEST COMPENSATED 0 329051 0 79645 0 7267 0 16500 0 30318 0 462781 0 0 ERIN SULLIVAN FORMER HIGHEST COMPENSATED 0 273602 0 41086 0 1968 0 8005 0 27764 0 352425 0 0 CANDY DAVIS FORMER HIGHEST COMPENSATED 0 121784 0 500 0 23922 0 8177 0 21021 0 175404 0 0 Part I, Line 3 THE FILING ORGANIZATION RELIED UPON A RELATED ORGANIZATION WHO UTILIZED THE FOLLOWING PROCESS IN DETERMINATION OF THE TOP MANAGEMENT OFFICIAL'S COMPENSATION. THE COREWELL HEALTH BOARD OF DIRECTORS (THROUGH ITS COMPENSATION COMMITTEE) USES THE FOLLOWING PROCESS FOR DETERMINING COMPENSATION OF THE TOP MANAGEMENT OFFICIALS, OTHER OFFICERS, AND KEY EMPLOYEES AT COREWELL HEALTH. LABOR MARKET DATA REFLECTING COMPARABLE ORGANIZATIONS AND JOBS (PREPARED BY INDEPENDENT FIRMS) ARE RELIED UPON IN SETTING COMPENSATION LEVELS. COMPETITIVE ASSESSMENT REPORTS ARE PROVIDED TO THE COMPENSATION COMMITTEE IN ADVANCE OF MEETINGS. THE COMPETITIVE ASSESSMENT REPORT IS PREPARED BY A NATIONALLY KNOWN INDEPENDENT EXECUTIVE COMPENSATION FIRM. THE FOLLOWING SURVEYS, PREPARED BY INDEPENDENT FIRMS, WERE THE PRIMARY SOURCES REFERENCED TO OBTAIN 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). Part I, Lines 4a-b THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS: BRIAN KRUPICZEWICZ $76,821 THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: BRIAN KRUPICZEWICZ $104,720 CHRISTINA FREESE DECKER $1,411,341 JAMES FORSHEE MD $54,177 JIANHUA YU $1,433,583 MARTI LOLLI $669,767 MATTHEW COX $421,370 MICHAEL KOZIARA $762,150 PRAVEEN THADANI $322,002 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 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. FORM 990, PART III, LINE 4A (CONTINUED) AS A REQUIREMENT OF THE ACA, EACH STATE SELECTS AN ESSENTIAL HEALTH BENEFITS "BENCHMARK PLAN" THAT SERVES AS A REFERENCE FOR ALL OTHER HEALTH PLANS TO FOLLOW (INDIVIDUAL AND SMALL BUSINESS), WHEN DESIGNING THE SCOPE AND LIMITATIONS SURROUNDING COVERED SERVICES. A BENCHMARK PLAN IS CHOSEN BY EACH STATE EVERY FIVE YEARS. PRIORITY HEALTH WAS SELECTED AS THE STATE'S BENCHMARK PLAN IN 2012 AND IS THE ONLY HEALTH PLAN IN MICHIGAN TO EVER EARN THIS DESIGNATION. STARTING IN 2017 (CONTINUING IN 2018 AND FORWARD), THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) HAS RECOMMENDED THE PRIORITY HEALTH HMO PLAN TO CONTINUE TO SERVE AS THE ESSENTIAL HEALTH BENEFITS BENCHMARK FOR THE STATE. THE RECOMMENDATION UNDERSCORES PRIORITY HEALTH'S ABILITY TO DELIVER INCREDIBLE VALUE AND CREATE INNOVATIVE SOLUTIONS THAT IMPACT HEALTH CARE COSTS WHILE MAXIMIZING CUSTOMER EXPERIENCE. PRIORITY HEALTH'S HMO PLAN WAS SELECTED BECAUSE DIFS BELIEVES IT ACHIEVES THE BEST BALANCE BETWEEN COMPREHENSIVENESS AND COST-EFFECTIVENESS FOR MICHIGAN CONSUMERS. THE MICHIGAN ASSOCIATION OF HEALTH PLANS (MAHP), AN INDUSTRY VOICE FOR THE STATE'S HEALTH CARE PLANS, RECOGNIZES BEST PRACTICES IN HEALTH PLANS BY SPONSORING THE PINNACLE AWARDS. HEALTH PLANS ARE RECOGNIZED FOR ACHIEVEMENTS IN ADDRESSING THE CHALLENGES OF A SHIFTING HEALTHCARE ENVIRONMENT THROUGH IMPROVEMENTS IN OPERATIONS, CLINICAL SERVICES, DISEASE MANAGEMENT AND COMMUNITY OUTREACH. THE PINNACLE AWARD CONTINUES TO SERVE AS AN EMBLEM OF EXCELLENCE TO THE MEMBER PLANS THAT ARE RECOGNIZED. IN 2021, PRIORITY HEALTH WON A PINNACLE AWARD FOR ITS MEDICAID PRODUCT WITH THEIR ASTHMA ENVIRONMENTAL HOUSING PROJECT. THE PRIORITY HEALTH MEDICAID ASTHMA ENVIRONMENTAL HOUSING PROGRAM REDUCED EMERGENCY DEPARTMENT VISITS BY 61.4% AND DECREASED ANNUAL MEDICAL SPENDING BY OVER $675,000. THE PROGRAM'S GOAL WAS TO IMPROVE HOUSING RELATED ASPECTS OF POORLY CONTROLLED ASTHMA FOR 25 HOUSEHOLDS IN KENT COUNTY. THE PROGRAM PROVIDED HOUSEHOLDS WITH TAILORED ASTHMA EDUCATION, AN ASTHMA MANAGEMENT PLAN, COMMUNITY HEALTH WORKER SUPPORT, CARE MANAGEMENT SERVICES, IF NECESSARY, AND HOUSING REPAIRS OR REMOVAL OF ENVIRONMENTAL TRIGGERS WHERE POSSIBLE. NEARLY 1.5 MILLION MICHIGAN ADULTS HAVE A MENTAL HEALTH CONDITION, ACCORDING TO THE NATIONAL ALLIANCE ON MENTAL HEALTH. IN 2023, TO SUPPORT THE MENTAL HEALTH OF ALL MICHIGAN RESIDENTS, PRIORITY HEALTH OFFERED FREE ACCESS TO MYSTRENGTH, A DIGITAL MENTAL HEALTH APP, TO MICHIGAN RESIDENTS AGES 13 AND UP. THE APP FEATURES INFORMATION, ACTIVITIES, AND ONLINE SERVICES TO HELP USERS MANAGE STRESS, REDUCE ANXIETY, AND IMPROVE THEIR MOOD. IN 2023 PRIORITY HEALTH ANNOUNCED THAT IT HAD DEVELOPED A NEW PROGRAM WITH CANINES FOR CHANGE TO HELP REDUCE ANXIETY AND ENCOURAGE LEARNING FOR STUDENTS. PRIORITY HEALTH PARTNERED WITH CANINES FOR CHANGE TO LAUNCH PRIORITY PUPS - A SIGNATURE PROGRAM OF PRIORITY HEALTH FOR GOOD SPONSORING TRAINED FACILITY DOGS TO BE PLACED IN SELECT SCHOOL DISTRICTS TO EASE ANXIETY AND SUPPORT KIDS AS THEY LEARN. THE PROGRAM HELPS ADDRESS A VARIETY OF BEHAVIORAL HEALTH NEEDS IN A PLACE WHERE KIDS SPEND SO MUCH OF THEIR TIME: AT SCHOOL. Form 990, Part VI, Section A, line 1a DELEGATE BROAD AUTHORITY TO A COMMITTEE: COMMITTEES - THE CHAIR OF THE BOARD OF DIRECTORS MAY ESTABLISH SUCH STANDING OR SPECIAL COMMITTEES FROM TIME TO TIME AS HE OR SHE WILL DEEM APPROPRIATE TO CONDUCT THE ACTIVITIES OF THE CORPORATION, AND WILL DEFINE THE POWERS AND RESPONSIBILITIES OF SUCH COMMITTEES. PERSONS WHO ARE NOT MEMBERS OF THE BOARD OF DIRECTORS WILL BE ELIGIBLE TO SERVE ON COMMITTEES OTHER THAN THE EXECUTIVE COMMITTEE. THE MEMBERS AND CHAIR OF ALL COMMITTEES WILL BE APPOINTED BY THE CHAIR OF THE BOARD OF DIRECTORS FOR A ONE (1) YEAR TERM OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED, BUT WILL BE SUBJECT TO REMOVAL AT ANY TIME BY THE CHAIR OF THE BOARD OF DIRECTORS. A COMMITTEE WILL HAVE THE SPECIFIC POWERS AND RESPONSIBILITIES AS DETERMINED BY THE BOARD OF DIRECTORS EXCLUDING THOSE POWERS AND RESPONSIBILITIES RETAINED BY THE SHAREHOLDERS OR BOARD OF DIRECTORS PURSUANT TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION. EXECUTIVE COMMITTEE - THE CHAIR OF THE BOARD OF DIRECTORS MAY APPOINT AN EXECUTIVE COMMITTEE CONSISTING OF THE CHAIR OF THE BOARD OF DIRECTORS, THE VICE CHAIR, AND SUCH ADDITIONAL DIRECTORS AS THE CHAIR OF THE BOARD OF DIRECTORS MAY DETERMINE FROM TIME TO TIME. THE EXECUTIVE COMMITTEE MAY EXERCISE ALL POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS IN MANAGING THE CORPORATION BETWEEN MEETINGS OF THE BOARD OF DIRECTORS (WITHIN THE LIMITS PRESCRIBED BY THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR BY LAW) OR MAY HAVE SUCH SPECIFIC POWERS AND RESPONSIBILITIES AS DETERMINED BY THE CHAIR OF THE BOARD OF DIRECTORS. Form 990, Part VI, Section A, line 2 FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS: ALICIA TORRES ANN HARTEN BIRGIT KLOHS CHRISTINA FREESE DECKER DOUGLAS BAKER DOUGLAS DOZEMAN EDWIN NESS ELAINE WOOD HOWARD MOROF KIMBERLY THOMAS MATTHEW COX MINA SOOCH NICHOLAS GATES ORA PESCOVITZ PRAVEEN THADANI RICHARD DEVORE 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 A, line 3 DELEGATION OF MANAGEMENT DUTIES THE FILING ORGANIZATION ENTERED INTO AN AGREEMENT WITH PRIORITY HEALTH MANAGED BENEFITS, INC., A WHOLLY OWNED SUBSIDIARY OF COREWELL HEALTH, TO PROVIDE PERSONNEL, OFFICE SPACE, AND SUPPLIES NECESSARY TO CARRY OUT BUSINESS OPERATIONS. PRIORITY HEALTH MANAGED BENEFITS, INC. FACILITATES PAYMENT OF MOST MANAGEMENT, OPERATIONAL, AND ADMINISTRATIVE EXPENSES ON BEHALF OF THE FILING ORGANIZATION. PRIORITY HEALTH'S GOVERNING BODY RETAINS CONTROL OF THE ACTIVITIES OF PHMB AS THE GOVERNING BODIES OF PRIORITY HEALTH AND PHMB ARE COMPRISED OF THE SAME DIRECTORS AND OFFICERS. Form 990, Part VI, Section A, line 6 CLASSES OF MEMBERS OR STOCKHOLDERS: THE ORGANIZATION HAS TWO SHAREHOLDERS AS FOLLOWS: COREWELL HEALTH (EIN 38-3382353), CLASS A SHAREHOLDER - 94.44% MUNSON HEALTHCARE (EIN 38-2640544), CLASS B SHAREHOLDER - 5.56% ALL SHAREHOLDERS ARE TAX-EXEMPT INTERNAL REVENUE CODE SECTION 501(C)(3) ORGANIZATIONS. Form 990, Part VI, Section A, line 7a MEMBERS OR STOCKHOLDERS ELECTING MEMBERS OF GOVERNING BODY: ELECTION OF MEMBERS AND THEIR RIGHTS FROM PRIORITY HEALTH BYLAWS: 6.2 NUMBER AND CLASS OF DIRECTORS. THE BOARD OF DIRECTORS WILL BE COMPOSED OF NOT LESS THAN FIFTEEN (15) AND NOT MORE THAN TWENTY-ONE (21) MEMBERS, TO BE DETERMINED AS FOLLOWED: 6.2.1 IN ADDITION TO THE REQUIREMENT OF MCL 500.3511(1), IF APPLICABLE, THAT AT LEAST ONE MEMBER OF THE BOARD OF DIRECTORS REPRESENTS THE MEMBERSHIP OF THE HEALTH MAINTENANCE ORGANIZATION, AT LEAST ONE-THIRD (1/3) OF THE DIRECTORS (INCLUDING ANY MEMBER REPRESENTATIVE REQUIRED BY LAW) WILL BE ADULT ENROLLEES OF PRIORITY HEALTH OR AN AFFILIATE ELECTED PURSUANT TO SECTION 6.3 BELOW. AT LEAST ONE (1) OF SUCH ADULT ENROLLEE DIRECTORS WILL BE FROM THE CORPORATION'S NORTHERN SERVICE AREA THAT IS ALSO SERVED BY THE CLASS B SHAREHOLDER. 6.2.2 ONE (1) OF THE DIRECTORS WILL BE APPOINTED BY THE CLASS B SHAREHOLDER. 6.2.3 THE REMAINDER OF THE DIRECTORS WILL BE APPOINTED BY THE CLASS A SHAREHOLDER. IF ALL OF THE CLASS A SHAREHOLDER DIRECTOR APPOINTMENTS ARE NOT FULL, THE PRESIDENT OF THE CORPORATION SHALL AUTOMATICALLY BE APPOINTED AS ONE OF THE CLASS A SHAREHOLDER APPOINTEES UPON APPOINTMENT TO THE POSITION OF PRESIDENT OF THE CORPORATION AND SHALL SERVE AS AN EX-OFFICIO VOTING MEMBER OF THE BOARD OF DIRECTORS. 6.3 ELECTION OF ADULT ENROLLEE MEMBERS. THE GOVERNANCE COMMITTEE OR SIMILARLY DELEGATED COMMITTEE OF THE BOARD OF DIRECTORS WILL SOLICIT NAMES OF POTENTIAL CANDIDATES FROM THE MEMBERS, SHAREHOLDERS, DIRECTORS AND COMMUNITY. THE COMMITTEE WILL SUBMIT TO THE BOARD OF DIRECTORS A LIST OF NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AS ADULT ENROLLEE REPRESENTATIVES. AT LEAST ONE (1) MEMBER WILL BE NOMINATED FOR EACH DIRECTORSHIP TO BE FILLED AT SUCH ANNUAL MEETING. NO MORE THAN TWO (2) PERSONS EMPLOYED BY OR AFFILIATED WITH ANY ONE (1) EMPLOYER OR OTHER GROUP MAY BE NOMINATED. 6.4 TERM. THE ADULT ENROLLEE MEMBERS WILL BE DIVIDED INTO THREE (3) CLASSES, WHICH WILL BE AS EVENLY DIVIDED AS POSSIBLE. THE TERMS OF OFFICE OF THE CLASSES WILL EXPIRE IN THREE (3) SUCCESSIVE YEARS, WITH ONE (1) CLASS EXPIRING EACH YEAR. EACH ELECTED DIRECTOR WILL BE ELECTED FOR A TERM OF THREE (3) YEARS (EXCEPT FOR THE DIRECTORS ELECTED IMMEDIATELY AFTER ADOPTION OF THIS SECTION 6.4 WHO WILL SERVE THE TERMS DESIGNATED BY THE BOARD OF DIRECTORS). THE DIRECTORS APPOINTED BY THE CLASS A AND CLASS B SHAREHOLDERS WILL SERVE ONE (1) YEAR TERMS OR UNTIL SUCH TIME AS THEIR SUCCESSOR IS APPOINTED. THE DIRECTOR APPOINTED BY THE CLASS B SHAREHOLDER WILL SERVE UNTIL SUCH TIME AS HIS OR HER SUCCESSOR IS APPOINTED. 6.5 VACANCIES. ANY VACANCY IN A BOARD OF DIRECTOR POSITION DESIGNATED BY THE CLASS A AND CLASS B SHAREHOLDERS WILL BE FILLED BY THE CLASS A AND CLASS B SHAREHOLDERS, RESPECTIVELY. ANY VACANCY IN A POSITION FOR AN ADULT ENROLLEE WILL BE FILLED BY THE REMAINING ADULT ENROLLEES ON THE BOARD OF DIRECTORS. EACH PERSON APPOINTED TO FILL A VACANCY WILL COMPLETE THE UNEXPIRED PORTION OF THE ORIGINAL TERM OF THE DIRECTOR BEING REPLACED OR SUCH TERM AS DESIGNATED BY THE SHAREHOLDER, FOLLOWING NONBINDING CONSULTATION WITH THE CHAIR OF THE CORPORATION'S BOARD; OR (II) ALLOW THE SEAT TO REMAIN VACANT UNTIL AN INDIVIDUAL IS APPOINTED BY THE SHAREHOLDER PURSUANT TO SECTION 6.4 OF THESE BYLAWS. Form 990, Part VI, Section A, line 7b DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: NOTE THAT REFERENCES IN ORGANIZATIONAL DOCUMENTS ARE SPECIFIC TO THE ENTITY COREWELL HEALTH - THE MAJORITY SHAREHOLDER OF PRIORITY HEALTH. DECISIONS SUBJECT TO APPROVAL OF SHAREHOLDERS (NOT MEMBERS) CERTAIN DECISIONS ARE SUBJECT TO APPROVAL OF SHAREHOLDERS. FROM PRIORITY HEALTH BYLAWS: 2.2 CLASS A SHAREHOLDER'S RESERVED POWERS. THE CLASS A SHAREHOLDER SHALL HAVE THE RESERVED POWERS SET FORTH IN THIS SECTION 2.2. THE CORPORATION'S BOARD OF DIRECTORS MAY RECOMMEND ACTION TO THE CLASS A SHAREHOLDER WITH RESPECT TO THE RESERVED POWERS SET FORTH IN THIS SECTION 2.2. THE ACTIONS LISTED BELOW MAY, NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS OR THE ARTICLES, BE UNILATERALLY CAUSED AND/OR TAKEN BY THE CLASS A SHAREHOLDER, WITHIN ITS SOLE AND EXCLUSIVE POWER AND DISCRETION, AND SHALL NOT BE DEEMED AUTHORIZED UNLESS AND UNTIL APPROVED BY THE CLASS A SHAREHOLDER: 2.2.1 AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION AS PROVIDED IN SECTION 13.1 OF THESE BYLAWS; 2.2.2 ELECTION AND/OR REMOVAL OF THE CLASS A SHAREHOLDER-APPOINTED MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO ARTICLE VI OF THESE BYLAWS; 2.2.3 ELECTION AND/OR REMOVAL OF THE CORPORATION'S CHAIR OF THE BOARD OF DIRECTORS; 2.2.4 HIRING, DISCHARGE, AND EVALUATION OF THE CORPORATION'S PRESIDENT FOLLOWING CONSULTATION WITH THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO SECTION 7.3; 2.2.5 ADOPTION OF THE CORPORATION'S STRATEGIC PLAN(S); 2.2.6 ADOPTION OF THE CORPORATION'S ANNUAL OPERATING AND CAPITAL BUDGETS, AND ANY AMENDMENTS TO SUCH BUDGETS IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; 2.2.7 ALL CAPITAL EXPENDITURES BY THE CORPORATION IN EXCESS OF THAT AMOUNT (THE "AUTHORITY MATRIX AMOUNT") SET FORTH IN THE AUTHORITY MATRIX FOR CAPITAL EXPENDITURES AND LOANS TO NON-COREWELL HEALTH ENTITIES (THE "EXPENDITURE AUTHORITY MATRIX"), A CURRENT COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A AND WHICH MAY BE AMENDED FROM TIME TO TIME BY COREWELL HEALTH; 2.2.8 ALL BORROWINGS OR GUARANTEES OF INDEBTEDNESS BY THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION), INCLUDING ANY OPERATING LEASE IN AN AMOUNT GREATER THAN ONE MILLION DOLLARS ($1,000,000.00) DURING THE INITIAL LEASE TERM, NOT INCLUDING RENEWALS AND/OR EXTENSIONS; 2.2.9 ALL LENDING BY THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION) TO PERSONS OTHER THAN COREWELL HEALTH OR AN ENTITY CONTROLLED BY COREWELL HEALTH IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; 2.2.10 THE CORPORATION'S INVESTMENTS OF CASH AND/OR RESERVES, WHETHER ON AN INDIVIDUAL BASIS OR AS PART OF A POOLED INVESTMENT STRATEGY; 2.2.11 ANY MERGER OR CONSOLIDATION OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION), OR ANY OTHER CHANGE IN OWNERSHIP PERCENTAGES, CONTROL, OR CAPITAL STRUCTURE OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION); 2.2.12 THE PURCHASE OF ALL, OR A MAJORITY OF, ANOTHER CORPORATION LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER LEGAL ENTITY'S STOCK, MEMBERSHIP INTEREST, PARTNERSHIP INTEREST, OTHER OWNERSHIP INTEREST, OR ASSETS; 2.2.13 THE CREATION OF ANY ENTITY CONTROLLED, DIRECTLY OR INDIRECTLY, BY THE CORPORATION; 2.2.14 THE SALE OR TRANSFER OF MORE THAN TEN PERCENT (10%) OF THE ASSETS OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION) TO ANY PERSON OR ENTITY NOT CONTROLLED BY COREWELL HEALTH; 2.2.15 DISSOLUTION OF THE CORPORATION; 2.2.16 THE SELECTION, RETENTION, AND OVERSIGHT OF THE OUTSIDE AUDITORS FOR THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION); AND 2.2.17 IN OTHER CASES WHEN REQUIRED BY LAW OR AS OTHERWISE PROVIDED IN THESE BYLAWS. THE CLASS A SHAREHOLDER, PRIOR TO EXERCISING ANY OF THE RESERVED POWERS SET FORTH ABOVE, SHALL NOTIFY THE CLASS B SHAREHOLDER (PROVIDED SUCH ACTION IS NOT TAKEN AT A DULY CALLED MEETING OF THE SHAREHOLDERS, BOARD OF DIRECTORS OR ANY DESIGNATED COMMITTEE). 2.3 CLASS B SHAREHOLDER'S RESERVED POWERS. THE CLASS B SHAREHOLDER SHALL HAVE THE RESERVED POWERS SET FORTH IN THIS SECTION 2.3. THE CORPORATION'S BOARD OF DIRECTORS MAY RECOMMEND ACTION TO THE CLASS B SHAREHOLDER WITH RESPECT TO THE RESERVED POWERS SET FORTH IN THIS SECTION 2.3. THE CLASS B SHAREHOLDER MAY, NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS OR THE ARTICLES, ACT WITHIN THEIR SOLE AND EXCLUSIVE POWERS AND DISCRETION, ELECT AND/OR REMOVE THE CLASS B SHAREHOLDER APPOINTED MEMBER OF THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO ARTICLE VI OF THESE BYLAWS. 2.4 COMPLIANCE WITH COREWELL HEALTH POLICIES. NOTWITHSTANDING ANYTHING CONTAINED IN THESE BYLAWS TO THE CONTRARY, THE CORPORATION AND ITS SUBSIDIARIES SHALL AT ALL TIMES COMPLY WITH AND IMPLEMENT COREWELL HEALTH POLICIES AND PROCEDURES APPROVED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF COREWELL HEALTH, OR HIS/HER DESIGNEE, AS BEING SPECIFICALLY APPLICABLE TO THE CORPORATION, EXCEPT TO THE EXTENT THAT SUCH COMPLIANCE AND/OR IMPLEMENTATION WOULD (A) MATERIALLY AND NEGATIVELY IMPACT THE RIGHTS, POWERS, OR PREFERENCES OF THE CLASS B SHAREHOLDER; OR (B) BE NONCOMPLIANT WITH APPLICABLE LAWS AND/OR REGULATIONS. Form 990, Part VI, Section B, line 11b THE FORM 990 IS PREPARED BY COREWELL HEALTH CORPORATE TAX. THE TAX RETURN 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 RETURN PREPARATION. IT IS THEN REVIEWED BY THE ORGANIZATION'S FINANCE AND LEGAL DEPARTMENTS. A COPY OF THE FORM 990 IS THEN 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 CONFLICT OF INTEREST POLICY BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED, VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AND VERBALLY AT EACH BOARD AND BOARD COMMITTEE MEETING AS PART OF THE DECLARATION OF CONFLICT OF INTEREST PRIOR TO DISCUSSION OF ANY AGENDA ITEMS. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OR COMMITTEE WHICH IS CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE/SHE SHALL LEAVE THE MEETING BEFORE DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OR THE COMMITTEE CHAIR SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. 4. THE BOARD OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER THE ORGANIZATION CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD AND ALL OF THE ORGANIZATION'S COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. 7. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF THE BOARD AND BOARD COMMITTEES UPDATE THEIR ANNUAL DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER TENURE ON THE BOARD OF DIRECTORS WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETE A CONFLICT-OF-INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S SYSTEM COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE ORGANIZATION'S COMPLIANCE OPERATIONS ANALYST AND ESCALATED TO THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM, IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. IF THERE IS AN AFFIRMATIVE DISCLOSURE, THE QUESTIONNAIRE IS REVIEWED BY THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM. 3. THERE IS AN ONGOING REQUIREMENT TO UPDATE THE DISCLOSURE QUESTIONNAIRE WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. UPDATED DISCLOSURES FOLLOW THE SAME PROCESS AS INITIAL DISCLOSURES DESCRIBED ABOVE. 4. THE COMPLIANCE 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 C, line 19 THE ORGANIZATION'S ARTICLES OF INCORPORATION AND STATUTORY FINANCIAL STATEMENTS ARE ON FILE WITH THE STATE OF MICHIGAN AND AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND INTERNAL POLICIES ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC. Form 990, Part XI, line 9: CHANGE IN NONADMITTED ASSETS -14,593,585. AGGREGATE WRITE-INS FOR GAINS(LOSS) IN SURPLUS 11,774,526. DIVIDEND FROM AFFILIATE 65,000,000. FORM 990, PART XII, LINE 2B THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AUDITED ANNUALLY BY AN INDEPENDENT ACCOUNTING FIRM. THE PARENT ORGANIZATION ISSUES GAAP BASIS FINANCIAL STATEMENTS WHICH ARE PREPARED ON A CONSOLIDATED BASIS AND NOT ON A STANDALONE BASIS. THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION IS AUDITED ANNUALLY ON A STAND ALONE BASIS AND ISSUES FINANCIAL STATEMENTS ON A STAND ALONE BASIS WHICH ARE PREPARED IN ACCORDANCE WITH SAP (STATUTORY ACCOUNTING PRINCIPLES), AS REQUIRED BY REGULATORY AUTHORITIES. THE AMOUNTS IN THIS FORM 990 RECONCILE TO THE FINANCIAL STATEMENTS PREPARED UNDER STATUTORY ACCOUNTING PRINCIPLES AS SUBMITTED TO THE STATE OF MICHIGAN AND THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS (NAIC). Form 990, Part XII, Line 2c: NO CHANGE IN OVERSIGHT FROM PRIOR YEAR. 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MANAGEMENT AND DISPATCH SERVICES MI BH GRAND RIVER SOUTHFIELD INC C 0 BLUE STAR PROFESSIONAL BUILDING CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 208313519 PROPERTY MANAGEMENT MI HOSPICE AT HOME INC C 0 BOTSFORD COMMONS PROPERTY ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 383203663 PROPERTY MANAGEMENT MI BOTSFORD CONTINUING CARE CORPORATION C 0 COREWELL HEALTH INDEMNITY COMPANY LTD 23 LIME TREE BAY AVENUE GRAND CAYMAN CJ 980512415 PREMIUM DEPOSITS CJ COREWELL HEALTH C 0 COREWELL HEALTH PHYSICIANS INSURANCE COMPANY 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 274261262 PROFESSIONAL INSURANCE MI COREWELL HEALTH C 0 FOUR FLAGS PROPERTIES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 364501639 PROPERTY MANAGEMENT MI LAKELAND HEALTH VENTURES INC C 0 GRAND RIVER ABSOLUTE RETURN FUND LTD PO BOX 852 GRAND CAYMAN CJ KY1-1103 POOLED INVESTMENT FUND CJ COREWELL HEALTH 0 HELEN DE VOS WOMEN AND CHILDREN'S HEALTH PAVILION ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 383264184 PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS C 0 LAKELAND HEALTH ENTERPRISES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 382669798 ACCOUNTING AND BILLING MI LAKELAND REGIONAL HEALTH SYSTEM INC C 0 LAKELAND HEALTH VENTURES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 272313790 HOLDING COMPANY MI LAKELAND HEALTH ENTERPRISES INC C 0 LAKELAND MEDICAL PRACTICES 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 270381199 MEDICAL ADMINISTRATIVE SERVICES MI LAKELAND HEALTH ENTERPRISES INC C 0 LAKELAND PERSONAL CARE SERVICES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 272990797 HEALTHCARE SERVICES MI LAKELAND HEALTH VENTURES INC C 0 LAKELAND PHYSICIAN CARE NETWORK 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 208513031 HEALTHCARE SERVICES MI LAKELAND HEALTH ENTERPRISES INC C 0 LEMMEN-HOLTON CANCER PAVILION CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 161734150 PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS C 0 MICHIGAN STREET PARKING CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 161734145 PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS C 0 MICHIGAN STREET PROJECT CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 364873152 PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS C 0 MIDWEST MEDICAL CENTER 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 263683446 PHYSICIANS OFFICE MI OAKWOOD AFFILIATED VENTURES INC C 0 MUSCULO-SKELETAL CENTER CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 383180086 PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS C 0 OAKWOOD AFFILIATED VENTURES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 371753159 HOLDING COMPANY MI OAKWOOD HEALTHCARE INC C 0 OAKWOOD ENTERPRISES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 382601930 PROPERTY MANAGEMENT MI OAKWOOD AFFILIATED VENTURES INC C 0 PENNOCK PROFESSIONAL BUILDING CONDOMINIUM ASSOCIATION 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 384056359 PROPERTY MANAGEMENT MI PENNOCK HOSPITAL C 0 PENNOCK VENTURES INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 382712819 PROPERTY MANAGEMENT MI PENNOCK HOSPITAL C 0 PRIORITY HEALTH INSURANCE COMPANY 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 201529553 INSURANCE MI PRIORITY HEALTH C 388907474 151674995 1.00000 1 PRIORITY HEALTH MANAGED BENEFITS INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 383085182 THIRD PARTY ADMINISTRATOR MI COREWELL HEALTH C 0 SOUTHWESTERN MEDICAL CLINIC PHYSICIANS INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 272589359 PHYSICIANS OFFICE MI LAKELAND HEALTH ENTERPRISES INC C 0 SPECTRUM HEALTH PHYSICIAN ALLIANCE 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 371655728 PHYSICIANS OFFICE MI COREWELL HEALTH C 0 THE PHARMACY SHOPPE INC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 382929090 PHARMACEUTICALS MI LAKELAND HEALTH VENTURES INC C 0 WMHTC 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 382125186 PHYSICIANS MI COREWELL HEALTH C 0 1 1 1 0 0 1 0 0 0 0 0 1 1 1 1 1 1 1 1 PRIORITY HEALTH CHOICE INC B 4381831 GAAP COREWELL HEALTH C 3496350 GAAP PRIORITY HEALTH INSURANCE COMPANY C 662082 GAAP TOTAL HEALTH CARE INC C 78851 GAAP PRIORITY HEALTH CHOICE INC F 65000000 GAAP COREWELL HEALTH L 359868996 GAAP