2025-11-05T10:49:52-06:00 2024-12-31 990 2024-01-01 320016523 PRIORITY HEALTH CHOICE INC PRIO 8669897999 100 COREWELL DR NW ATTN TAX GRAND RAPIDS MI 49503 NICHOLAS GATES INTERIM PRESIDENT 8669897999 2025-11-05 1 2024 2025-03-06 01:10:19Z X NICHOLAS GATES 1231 E BELTLINE AVE NE GRAND RAPIDS MI 49525 3181050280 0 X WWW.PRIORITYHEALTH.COM X 2002 MI IN ADDITION TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 7 1 0 1 0 0 0 0 1269345583 1211826282 18758111 23577175 0 0 1288103694 1235403457 0 0 1075577272 1035479509 0 0 0 0 0 150228987 157748048 1225806259 1193227557 62297435 42175900 413334593 403953678 179309797 172877403 234024796 231076275 X IN ADDITION TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 0 0 1154759114 0 1211826282 PRIORITY HEALTH OFFERS MEDICAID, INCLUDING MICHILD, HEALTHY MICHIGAN PLAN AND CHILDREN'S SPECIAL HEALTH CARE SERVICES (CSHCS) PLANS FOR INDIVIDUALS AND THEIR FAMILIES IN MICHIGAN. PRIORITY HEALTH CHOICE, INC. PROVIDES MORE THAN 211,000 LOWER INCOME AND/OR DISABLED RESIDENTS IN 37 MICHIGAN COUNTIES WITH ACCESS TO QUALITY AND AFFORDABLE HEALTH CARE SERVICES. IT PROMOTES AND INCENTIVIZES OPEN ACCESS TO PROVIDERS.OUR MEDICAID PLANS OFFER EXCELLENT HEALTH COVERAGE AND ARE RATED AS TOP-QUALITY PLANS BY THE MICHIGAN DEPARTMENT OF HEALTH AND HUMAN SERVICES. OUR SERVICE AREA INCLUDES WEST MICHIGAN, NORTHERN MICHIGAN AND THE METRO DETROIT AREA.PRIORITY HEALTH CHOICE, INC. RECEIVED A RATING OF 3.0 OUT OF 5 FROM THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA). THE RATING WAS BASED ON CLINICAL QUALITY, MEMBER SATISFACTION AND NCQA ACCREDITATION SURVEY RESULTS WHICH WERE CONDUCTED ON MORE THAN 1,000 HEALTH INSURANCE PLANS. IN ADDITION TO THIS RECOGNITION FROM NCQA, THE 2024 MEDICAID HEALTH PLAN CONSUMER GUIDE FROM THE MICHIGAN DEPARTMENT OF HEALTH & HUMAN SERVICES HAS AWARDED PRIORITY HEALTH CHOICE, INC. WITH THE HIGHEST OVERALL RATING. THE OVERALL RATING INCLUDES ALL 5 CATEGORIES IN ADDITION TO HOW THE MEMBERS FEEL ABOUT THEIR PLAN AND THE HELP THE MEMBERS RECEIVE FROM THEIR PLAN.AS A RESULT OF THE RECENT MEDICAID REBID, PRIORITY HEALTH CHOICE, INC. HAS UNDERGONE SIGNIFICANT CHANGES THAT WILL IMPACT PROVIDERS IN NORTHERN AND SOUTHWEST MICHIGAN. EFFECTIVE OCTOBER 1, 2024, PRIORITY HEALTH CHOICE, INC. WILL MAINTAIN ACCESS TO REGIONS 4 (WEST MICHIGAN) AND 10 (DETROIT METRO), GAIN ACCESS TO REGIONS 2 AND 3 (NORTHERN MICHIGAN), AND LOSE ACCESS TO REGION 8 (SOUTHWEST MICHIGAN). THIS REBID, CONDUCTED BY THE MICHIGAN DEPARTMENT OF HEALTH AND HUMAN SERVICES (MDHHS), DETERMINES WHERE HEALTH PLANS CAN OFFER THEIR MEDICAID PRODUCTS ACROSS MICHIGAN'S 10 PROSPERITY REGIONS. PROVIDERS IN THE NEWLY ACQUIRED REGIONS ARE ENCOURAGED TO JOIN PRIORITY HEALTH'S NETWORK AND ASSIST MEDICAID MEMBERS DURING THIS TRANSITION. MEMBERS WILL RECEIVE LETTERS FROM MDHHS WITH INSTRUCTIONS ON SELECTING NEW PLANS IF THEIR CURRENT PLAN EXITS THEIR REGION. PROVIDERS WILL GUIDE THEIR PATIENTS THROUGH THIS PROCESS AND UTILIZE AVAILABLE RESOURCES TO ENSURE A SMOOTH TRANSITION.CHILDREN'S SPECIAL HEALTH CARE SERVICES (CSHCS) IS A SPECIALTY PROGRAM OFFERED BY THE STATE OF MICHIGAN TO PROVIDE CARE FOR CHILDREN AND SOME ADULTS WITH CHRONIC HEALTH CONDITIONS. IN ADDITION, THE CSHCS PROGRAM OFFERS SUPPORT TO THE FAMILIES AND CAREGIVERS OF THE MEMBER. CSHCS PROGRAM ELIGIBILITY IS BASED ON MORE THAN 2,700 MEDICAL DIAGNOSES. THE MAJORITY OF THE CSHCS POPULATION IS ENROLLED IN A MEDICAID HEALTH PLAN. PRIORITY HEALTH CHOICE, INC. HAS A SPECIALTY CARE MANAGEMENT PROGRAM FOR THIS UNIQUE POPULATION. A DEDICATED CARE MANAGEMENT TEAM ENSURES CSHCS MEMBERS ARE ESTABLISHED WITH A PRIMARY CARE MEDICAL HOME WHILE ALSO PROVIDING CARE COORDINATION BETWEEN THEIR PRIMARY CARE / SPECIALTY CARE PROVIDERS AND ANY ANCILLARY PROVIDERS. THIS TEAM INCLUDES CARE MANAGERS, COMMUNITY HEALTH WORKERS, FIELD SERVICE REPRESENTATIVES, AND OTHER KEY PARTNERS, INCLUDING COUNTY HEALTH DEPARTMENTS, EARLY ON, EARLY HEAD START, THE INTERMEDIATE SCHOOL DISTRICTS, SPECIALTY PROVIDERS, AND MEDICAL SUPPLIERS. THE CARE MANAGEMENT TEAM ALSO FACILITATES ACCESS FOR FAMILIES TO THE FAMILY CENTER FOR CHILDREN AND YOUTH WITH SPECIAL HEALTH CARE NEEDS, AND THE CHILDREN'S SPECIAL NEEDS FUNDS IN LANSING. AS OF DECEMBER 31, 2024, PRIORITY HEALTH CHOICE, INC. HAD 5,443 MEMBERS ENROLLED IN THE CSHCS PROGRAM AN INCREASE OF 9% FROM THE PRIOR YEAR.THE HEALTHY MICHIGAN PLAN ENCOURAGES HEALTHY BEHAVIORS AND PERSONAL RESPONSIBILITY, HELPS LOW-INCOME MICHIGAN RESIDENTS ACCESS AFFORDABLE HEALTH COVERAGE, AND REDUCES UNCOMPENSATED CARE THAT SHIFTS COSTS ONTO BUSINESSES AND TAXPAYERS. AS OF DECEMBER 31, 2024, PRIORITY HEALTH CHOICE, INC. HAD 61,051 MEMBERS ENROLLED IN THE HEALTHY MICHIGAN PLAN.PRIORITY HEALTH CHOICE, INC. MAKES OUTREACH CALLS TO EACH HEALTHY MICHIGAN MEMBER. DURING THE CALL, MEMBERS ARE PROVIDED WITH BENEFIT EDUCATION AS WELL AS ASSISTANCE IN MAKING THEIR INITIAL PRIMARY CARE PROVIDER ("PCP") APPOINTMENT. DURING THAT INITIAL PCP APPOINTMENT, THE MEMBER COMPLETES A HEALTH RISK ASSESSMENT, WHICH IDENTIFIES CURRENT BEHAVIORS, A MEMBER'S READINESS TO CHANGE, KEY HEALTH METRICS, AND THE PCP ATTESTATION.THE COMMUNITY HEALTH CARE ACCESS PROGRAM (CHAP), IS A COMMUNITY COLLABORATIVE. THE PRIMARY GOAL OF THE CHAP PROGRAM IS TO IMPROVE HEALTH OUTCOMES AMONG CHILDREN ON MEDICAID WHILE BETTER UTILIZING EXISTING RESOURCES AND DECREASING COSTS. THIS PARTNERSHIP BETWEEN PRIORITY HEALTH CHOICE, INC., HELEN DEVOS CHILDREN'S HOSPITAL, CHERRY STREET HEALTH SERVICES, PRIVATE PEDIATRIC PRACTICES, NUMEROUS HUMAN SERVICE AGENCIES, AND PRIVATE FOUNDATIONS COVERS MORE THAN 12,500 CHILDREN IN KENT COUNTY. CHAP CONTRACTED WITH PCP'S, PROVIDING CARE COORDINATION AND ASSISTANCE WITH KEY HEDIS METRICS. PCP'S WERE REIMBURSED AT A HIGHER RATE IN EXCHANGE FOR THEIR WILLINGNESS TO OPEN UP ACCESS, ESPECIALLY SAME DAY ACCESS TO MEMBERS. CHAP PROVIDED SAME DAY TRANSPORTATION TO URGENT PCP APPOINTMENTS AS NEEDED. IN ADDITION, CHAP PROVIDED MEMBER/FAMILY EDUCATION REGARDING APPROPRIATE EMERGENCY ROOM AND URGENT CARE UTILIZATION. IN 2014, CHAP DEVELOPED ITS OWN IDENTITY AS HEALTH NET OF WEST MICHIGAN. AT THE SAME TIME, THE FOCUS OF INTERVENTION EXPANDED TO ADULTS AS WELL AS CHILDREN. HEALTH NET PARTNERED WITH ADULT PRIMARY CARE PRACTICES TO WORK WITH ADULT MEMBERS REGARDING EMERGENCY ROOM AND URGENT CARE USE, WHILE ALSO PROVIDING EDUCATION REGARDING SPECIFIC MEMBER INPATIENT UTILIZATION. IN ADDITION, HEALTH NET HAS PARTNERED WITH OB-GYN RESIDENCY CLINICS TO FACILITATE THE MATERNAL INFANT HEALTH PROGRAM (MIHP) ENROLLMENT FOR PREGNANT WOMEN. HEALTH NET REPORTS A 53% RETURN ON INVESTMENT; FOR EVERY $1 INVESTED IN CHAP SERVICES, $1.53 WAS SAVED IN HEALTH COSTS.PRIORITY HEALTH CHOICE, INC. CONTINUES TO BE RECOGNIZED FOR THEIR DEVELOPMENT OF PROGRAMS THAT HAVE LED TO INCREASED EFFICIENCY AND PATIENT CARE, HELPING LOWER COSTS, AND INCREASE SERVICE TO ITS MICHIGAN PATIENTS BY THE MICHIGAN ASSOCIATION OF HEALTH PLANS. PRIORITY HEALTH CHOICE, INC. WAS AWARDED A PINNACLE AWARD IN A PRIOR YEAR FOR ITS CENTERING PREGNANCY PROGRAM. THE GOAL WAS TO CREATE A COLLABORATIVE MODEL OF SUPPORT FOR MEDICAID MEMBERS WHICH RESULTS IN IMPROVED HEALTH OUTCOMES FOR MOTHERS AND THEIR BABIES, ENHANCED HEALTH EXPERIENCES, AND LOWER COSTS. PRIORITY HEALTH PARTNERED WITH COREWELL HEALTH IN SUPPORT OF THE CENTERING PREGNANCY PROGRAM FOR EXPECTANT MEDICAID MEMBERS AND THEIR BABIES. THROUGH THIS PARTICULAR COLLABORATION, FOCUS WAS PLACED ON MEDICAID MOTHERS AND BABIES; HOWEVER, THE MODEL IS SCALABLE TO OTHER PRODUCTS AND PROVIDERS WITHIN THE PRIORITY HEALTH NETWORK. THE COLLABORATIVE TEAM'S EFFORT RESULTED IN A NEW METHOD OF ENHANCED REIMBURSEMENT TIED TO EACH MEMBER AND EACH VISIT. THE PROGRAM IS AN ADDED BENEFIT TO PRIORITY HEALTH MEDICAID MEMBERS, PROVIDES A PRIORITY HEALTH CARE MANAGER AT THE CLINIC SITE WHO WORKS CLOSELY WITH HIGH-RISK PATIENTS AND REINFORCES CENTERING EDUCATION, AND SUPPORTS AND ENCOURAGES PARTICIPATION IN THE MATERNAL INFANT HEALTH PROGRAM.IN A PRIOR YEAR, THE MAHP AWARDED PRIORITY HEALTH CHOICE, INC. WITH A PINNACLE AWARD RECOGNIZING THE INNOVATIVE MEDNOW APPROACH. PRIORITY HEALTH CHOICE, INC. PARTNERED WITH MEDNOW TO VIRTUALLY CONNECT MEDICAID RECIPIENTS AND PROVIDERS. MEDNOW PROVIDES MEDICAID RECIPIENTS WITH ACCESS TO A COMPUTER IN-HOME, REAL-TIME ACCESS TO PRIMARY CARE PROVIDERS FOR NON-LIFE-THREATENING CONDITIONS, INCLUDING VIDEO VISITS FOR THOSE WITH A WEBCAM AND A STRONG INTERNET CONNECTION. IT HAS PROVIDED EFFECTIVE HEALTH CARE SERVICES TO BENEFICIARIES AT MEASURABLE COST SAVINGS. VIDEO-ENABLED VIRTUAL VISITS USE DATA ANALYTICS TO MEASURE UTILIZATION AND SATISFACTION. IN 2024, PRIORITY HEALTH CHOICE, INC. HAD 177,733 MEDNOW ENCOUNTERS WITH THE MEDICAID POPULATION. 1154759114 1 0 0 0 0 0 0 0 0 0 0 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 0 1 0 1 0 1 6689 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 1 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 ATTN TAX GRAND RAPIDS MI 49503 PRAVEEN THADANI DIRECTOR/PRESIDENT 1.00 50.00 X X 0 2602705 551045 JAMES FORSHEE MD DIRECTOR PY 1.00 50.00 X 0 408061 14894 KIMBERLY THOMAS DIRECTOR/SECRETARY 1.00 50.00 X X 0 600962 154979 JOYCE CHAN RUSSELL DIRECTOR/CHAIR 1.00 50.00 X X 0 582949 95689 MICHAEL JASPERSON DIRECTOR 1.00 50.00 X 0 549523 115390 NICHOLAS GATES DIRECTOR/VICE CHAIR/TREASURER 1.00 50.00 X X 0 525545 117461 CHELSEE STARK DIRECTOR 1.00 0.00 X 0 3000 0 ELIF OKER MD DIRECTOR PY 1.00 50.00 X 0 359344 38983 BRIAN KRUPICZEWICZ FORMER KEY EMPLOYEE 0.00 0.00 X 0 353059 0 CHRISTOPHER CROOK FORMER KEY EMPLOYEE 1.00 50.00 X 0 530919 134003 DAVID RZESZUTKO FORMER HIGHEST COMPENSATED 1.00 50.00 X 0 436104 51018 MATTHEW STREBECK FORMER HIGHEST COMPENSATED 1.00 50.00 X 0 418570 55697 ERIN SULLIVAN FORMER HIGHEST COMPENSATED 1.00 50.00 X 0 342954 45938 BRIAN FEDORONKO FORMER HIGHEST COMPENSATED 1.00 50.00 X 0 372180 52024 0 8085875 1427121 0 1 1 0 EXPRESS SCRIPTS INSURANCE COMPANY 225 SUMMIT AVE MONTVALE NJ 07645 PHARMACY BENEFITS MANAGER 2472953 DELTA DENTAL PLAN OF MICHIGAN 16082 COLLECTION CENTER DRIVE CHICAGO IL 60693 DENTAL BENEFITS MANAGER 1727527 COTIVITI INC 10701 S RIVER FRONT PARKWAY STE 20 SOUTH JORDAN UT 84095 INFORMATION SERVICES 1032237 SAFERIDE INC 106 JEFFERSON ST SAN ANTONIO TX 78205 TRANSPORTATION BENEFITS MANAGER 989061 TURNINGPOINT HEALTHCARE SOLUTIONS LLC 100 PRIMERA BLVD STE 3160 LAKE MARY FL 32746 UTILIZATION MANAGEMENT 801105 7 NET PREMIUM INCOME 524114 1211826282 1211826282 1211826282 21840633 21840633 1947383365 1945646823 1736542 1736542 1736542 1235403457 1211826282 0 23577175 1035479509 1035479509 59713 59713 2348562 1291709 1056853 57768 57768 77801671 42790920 35010751 1179852 648919 530933 482209 265215 216994 2347069 1290888 1056181 451731 248452 203279 61519 33835 27684 9629 9629 102167 56192 45975 CLAIMS TAX EXPENSE 72417974 72417974 TAXES ON REGULATORY FEE 428184 235501 192683 1193227557 1154759114 38468443 0 -3694876 1094969 65158685 70512339 351125691 331503085 745093 843285 413334593 403953678 156223269 161962656 2469368 3576836 20617160 7337911 179309797 172877403 X 10000 10000 12326877 12326877 221687919 218739398 234024796 231076275 413334593 403953678 X 42175900 337204 -45461625 X X 0 1 X 1 0 X 547127976 852169752 1160407196 1269345583 1211826282 5040876789 547127976 852169752 1160407196 1269345583 1211826282 5040876789 0 0 0 5040876789 4089372 2685044 6719588 19768295 21840633 55102932 4089372 2685044 6719588 19768295 21840633 55102932 551217348 854854796 1167126784 1289113878 1233666915 5095979721 0.98920 0.99140 0.01080 0.00860 X 0 DUE TO AFFLIATES 7081655 INVESTMENT PAYABLE 256256 7337911 1235336060 0 1235336060 57768 9629 67397 1235403457 1193160160 0 1193160160 57768 9629 67397 1193227557 Part XI, Line 4b - Other Adjustments: INTEREST EXPENSE 9,629. Part XII, Line 4b - Other Adjustments: INTEREST EXPENSE 9,629. 1 1 0 0 0 0 0 0 0 PRAVEEN THADANI DIRECTOR/PRESIDENT 0 1254753 0 1230454 0 117498 0 517393 0 33652 0 3153750 0 508365 KIMBERLY THOMAS DIRECTOR/SECRETARY 0 462044 0 91325 0 47593 0 138868 0 16111 0 755941 0 42299 JOYCE CHAN RUSSELL DIRECTOR/CHAIR 0 355148 0 186523 0 41278 0 63669 0 32020 0 678638 0 37375 CHRISTOPHER CROOK FORMER KEY EMPLOYEE 0 402531 0 81010 0 47378 0 98558 0 35445 0 664922 0 39908 MICHAEL JASPERSON DIRECTOR 0 432281 0 64609 0 52633 0 81541 0 33849 0 664913 0 47151 NICHOLAS GATES DIRECTOR/VICE CHAIR/TREASURER 0 397434 0 80292 0 47819 0 80622 0 36839 0 643006 0 43023 DAVID RZESZUTKO FORMER HIGHEST COMPENSATED 0 377803 0 54379 0 3922 0 20700 0 30318 0 487122 0 0 MATTHEW STREBECK FORMER HIGHEST COMPENSATED 0 334278 0 50784 0 33508 0 20700 0 34997 0 474267 0 29744 BRIAN FEDORONKO FORMER HIGHEST COMPENSATED 0 326396 0 39725 0 6059 0 17116 0 34908 0 424204 0 0 JAMES FORSHEE MD DIRECTOR PY 0 217376 0 71361 0 119324 0 10158 0 4736 0 422955 0 106406 ELIF OKER MD DIRECTOR PY 0 302438 0 0 0 56906 0 24020 0 14963 0 398327 0 0 ERIN SULLIVAN FORMER HIGHEST COMPENSATED 0 281817 0 57204 0 3933 0 13275 0 32663 0 388892 0 0 BRIAN KRUPICZEWICZ FORMER KEY EMPLOYEE 0 0 0 55735 0 297324 0 0 0 0 0 353059 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: SULLIVANCOTTER, INC: 2024 HEALTH CARE MANAGEMENT AND EXECUTIVE COMPENSATION SURVEY SULLIVANCOTTER, INC: 2024 HEALTH PLAN MANAGEMENT AND EXECUTIVE COMPENSATION SURVEY SULLIVANCOTTER, INC: 2024 MEDICAL GROUP EXECUTIVE COMPENSATION SURVEY MERCER: 2024 IHN HEALTHCARE COMPENSATION SURVEY MERCER: 2024 IHP HEALTH PLAN COMPENSATION SURVEY GALLAGHER: 2023 NATIONAL HEALTHCARE LEADERSHIP COMPENSATION SURVEY IN ADDITION, ONE GENERAL INDUSTRY SURVEY WAS REFERENCED FOR SELECT POSITIONS: MERCER: 2023 US EXECUTIVE REMUNERATION SUITE IN ADDITION TO THE ABOVE DATA SOURCES, THE COMPENSATION COMMITTEE APPROVES A CUSTOM PEER GROUP OF HIGH PERFORMING INTEGRATED HEALTH SYSTEMS TO ENSURE ROBUST DATA AND A RELEVANT COMPARATOR MARKET EACH YEAR. THE PEER GROUP ORGANIZATIONS ARE APPROVED BY THE COMPENSATION COMMITTEE AND CONSISTS OF HEALTHCARE SYSTEMS SIMILAR IN REVENUE SIZE, TALENT MARKET COMPETITION, HIGH PERFORMANCE, FINANCIAL STABLE AS INDICATED BY BOND RATING, AND THAT FOLLOW A SIMILAR STRATEGY (MULTI-SITE SYSTEMS, HEALTH PLANS). COMPARATIVE 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. COMPENSATION DATA RELIED UPON BY THE COMPENSATION COMMITTEE IS NATIONAL AND REFLECTS TOTAL 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 REFLECTS 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). 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 $297,324 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. THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: CHRISTOPHER CROOK $43,203 JAMES FORSHEE MD $109,408 JOYCE CHAN RUSSELL $40,461 KIMBERLY THOMAS $45,151 MATTHEW STREBECK $29,744 MICHAEL JASPERSON $50,330 NICHOLAS GATES $45,816 PRAVEEN THADANI $513,652 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. PART II THE RELATED COMPENSATION REPORTED IS PRIMARILY FOR PROFESSIONAL RESPONSIBILITIES AS PHYSICIANS, ADMINISTRATORS, OR EMPLOYEES OF RELATED ORGANIZATIONS OF THE HEALTH SYSTEM. THE USE OF PY IN THE TITLE FOR AN OFFICER, DIRECTOR, TRUSTEE, KEY EMPLOYEE, HIGHEST COMPENSATED EMPLOYEE, OR FORMER INDICATES THAT THIS MEMBER ONLY SERVED IN THEIR CAPACITY FOR PART OF THE YEAR. Form 990, Part VI, Section A, line 2 ELIF OKER MD, KIMBERLY THOMAS, MICHAEL JASPERSON, NICHOLAS GATES, AND PRAVEEN THADANI HAVE A BUSINESS RELATIONSHIP AS THEY SERVE AS AN OFFICER OR DIRECTOR OF PHP HOLDING COMPANY, A RELATED TAXABLE ENTITY. ELIF OKER MD, KIMBERLY THOMAS, MICHAEL JASPERSON, NICHOLAS GATES, AND PRAVEEN THADANI HAVE A BUSINESS RELATIONSHIP AS THEY SERVE AS AN OFFICER OR DIRECTOR OF PRIORITY HEALTH INSURANCE COMPANY, A RELATED TAXABLE ENTITY. KIMBERLY THOMAS, NICHOLAS GATES, PRAVEEN THADANI 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 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. Form 990, Part VI, Section A, line 6 THE PARENT ORGANIZATION IS PRIORITY HEALTH, A TAX-EXEMPT 501(C)(4) ORGANIZATION. PRIORITY HEALTH CONTROLS 100% OF THE ORGANIZATION. PRIORITY HEALTH HAS TWO SHAREHOLDERS AS FOLLOWS: COREWELL HEALTH, CLASS A SHAREHOLDER - 94.44% MUNSON HEALTHCARE, CLASS B SHAREHOLDER - 5.56% ALL SHAREHOLDERS OF PRIORITY HEALTH ARE TAX-EXEMPT INTERNAL REVENUE CODE SECTION 501(C)(3) ORGANIZATIONS. Form 990, Part VI, Section A, line 7a ELECTION OF MEMBERS AND THEIR RIGHTS FROM PRIORITY HEALTH CHOICE, INC. BYLAWS: ARTICLE V SECTION 2. NUMBER AND CLASS OF DIRECTORS. THE BOARD OF DIRECTORS WILL BE COMPRISED OF NO LESS THAN THREE (3) AND NO MORE THAN NINE (9) DIRECTORS. Form 990, Part VI, Section A, line 7b DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS FROM PRIORITY HEALTH CHOICE, INC. BYLAWS: SECTION 1. VOTES. EACH SHAREHOLDER OF RECORD AS DETERMINED IN ACCORDANCE WITH SECTION 2 OF THIS ARTICLE WILL, AT EVERY MEETING OF SHAREHOLDERS, BE ENTITLED TO ONE (1) VOTE IN PERSON OR BY PROXY FOR EACH SHARE OF CAPITAL VOTING STOCK OF THE CORPORATION HELD BY THE SHAREHOLDER. A VOTE MAY BE CAST EITHER VERBALLY OR IN WRITING. UNLESS THE ARTICLES OF INCORPORATION OR BYLAWS STATE OTHERWISE, ALL MATTERS WILL BE DETERMINED BY THE VOTE OF THE HOLDERS OF A MAJORITY OF THE ISSUED AND OUTSTANDING STOCK IN THE CORPORATION. SECTION 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. FOR THE PURPOSE OF DETERMINING SHAREHOLDERS ENTITLED TO NOTICE OF, AND TO VOTE AT, A MEETING OF SHAREHOLDERS, OR ANY ADJOURNED MEETING, OR TO EXPRESS CONSENT TO OR DISSENT FROM A PROPOSAL WITHOUT A MEETING, OR FOR THE PURPOSE OF ANY OTHER ACTION, THE BOARD OF DIRECTORS MAY FIX IN ADVANCE A DATE, NOT MORE THAN SIXTY (60) DAYS NOR LESS THAN TWENTY-ONE (21) DAYS BEFORE THE DATE OF THE MEETING OR OTHER ACTION, AS THE RECORD DATE FOR THE DETERMINATION OF SHAREHOLDERS. SECTION 3. PROXIES. A SHAREHOLDER ENTITLED TO VOTE AT A MEETING OF SHAREHOLDERS OR TO EXPRESS CONSENT OR DISSENT WITHOUT A MEETING MAY AUTHORIZE OTHER PERSONS TO ACT FOR THE SHAREHOLDER BY PROXY. NO PROXY WILL BE DEEMED OPERATIVE UNLESS AND UNTIL SIGNED BY THE SHAREHOLDER OR THE SHAREHOLDER'S AUTHORIZED AGENT OR REPRESENTATIVE AND FILED WITH THE CORPORATION. UNLESS OTHERWISE PROVIDED IN THE PROXY, A PROXY IS VALID ONLY FOR THREE (3) YEARS FROM ITS DATE. SECTION 4. ANNUAL BUDGET AND STRATEGIC PLAN. THE SHAREHOLDERS WILL APPROVE THE ANNUAL BUDGET AND STRATEGIC PLAN FOR THE CORPORATION. SECTION 5. POWER TO ELECT PRESIDENT. THE SHAREHOLDERS WILL SELECT THE PRESIDENT OF THE CORPORATION WHO MAY BE SOMEONE WHO IS NOT A MEMBER OF THE BOARD OF DIRECTORS. SECTION 6. REMOVAL OF OFFICERS AND AGENTS. ANY OFFICER OR AGENT MAY BE REMOVED BY THE SHAREHOLDERS WHENEVER, IN THEIR JUDGMENT, THE BUSINESS INTERESTS OF THE CORPORATION WILL BE SERVED BY THE REMOVAL. SECTION 7. DELEGATION OF POWERS. FOR ANY REASON THEY DEEM SUFFICIENT, WHETHER OCCASIONED BY ABSENCE OR OTHERWISE, THE SHAREHOLDERS MAY DELEGATE ALL OR ANY OF THE POWERS AND DUTIES OF ANY OFFICER TO ANY OTHER OFFICER OR DIRECTOR. SECTION 8. POWER TO REQUIRE BONDS. THE SHAREHOLDERS MAY REQUIRE ANY OFFICER OR AGENT TO FILE WITH THE CORPORATION A SATISFACTORY BOND CONDITIONED FOR FAITHFUL PERFORMANCE OF THE OFFICER'S OR AGENT'S DUTIES. 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 DIRECTOR OF TAX. 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 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 ACONFLICT 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 OFDIRECTORS 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) COMPLETES 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 -461,625. TRANSFER FROM AFFILIATE -45,000,000. 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. THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION IS AUDITED ANNUALLY ON A STAND ALONE BASIS AND ISSUES FINANCIAL STATEMENTS 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. BEAUMONT HEALTH 100 COREWELL DR NW GRAND RAPIDS MI 49503 465718220 SUPPORTING ORGANIZATION MI 501(c)(3) Line 12c, III-FI COREWELL HEALTH 0 BEAUMONT HEALTH FOUNDATION 100 COREWELL DR NW GRAND RAPIDS MI 49503 364852171 FUNDRAISING FOUNDATION MI 501(c)(3) Line 7 BEAUMONT HEALTH 0 BEAUMONT MEDICAL GROUP-HOSPITAL-BASED SERVICES 100 COREWELL DR NW GRAND RAPIDS MI 49503 822768899 PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH 0 BEAUMONT MEDICAL GROUP-PRIMARY CARE SERVICES 100 COREWELL DR NW GRAND RAPIDS MI 49503 822796539 PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH 0 BEAUMONT MEDICAL GROUP-SPECIALTY SERVICES 100 COREWELL DR NW GRAND RAPIDS MI 49503 822784244 PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH 0 BEAUMONT MEDICAL TRANSPORTATION SERVICES INC 100 COREWELL DR NW GRAND RAPIDS MI 49503 260203703 MEDICAL TRANSPORTATIONAL SERVICES MI 501(c)(3) Line 10 BH GRAND RIVER SOUTHFIELD INC 0 BH GRAND RIVER SOUTHFIELD INC 100 COREWELL DR NW GRAND RAPIDS MI 49503 382410823 EMERGENCY MEDICAL SERVICES MI 501(c)(3) Line 10 BOTSFORD GENERAL HOSPITAL 0 BOTSFORD CONTINUING CARE CORPORATION 100 COREWELL DR NW GRAND RAPIDS MI 49503 382549505 REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 BOTSFORD GENERAL HOSPITAL 0 BOTSFORD GENERAL HOSPITAL 100 COREWELL DR NW GRAND RAPIDS MI 49503 381426919 HOSPITAL MI 501(c)(3) Line 3 BEAUMONT HEALTH 0 COREWELL HEALTH 100 COREWELL DR NW GRAND RAPIDS MI 49503 383382353 SUPPORTING ORGANIZATION MI 501(c)(3) Line 12c, III-FI N/A 0 COREWELL HEALTH FOUNDATION WEST MICHIGAN 100 COREWELL DR NW GRAND RAPIDS MI 49503 382752328 FUNDRAISING FOUNDATION MI 501(c)(3) Line 7 SPECTRUM HEALTH HOSPITALS 0 HOSPICE AT HOME INC 100 COREWELL DR NW GRAND RAPIDS MI 49503 382416086 HOSPICE AND PALLIATIVE CARE MI 501(c)(3) Line 7 LAKELAND REGIONAL HEALTH SYSTEM 0 LAKELAND COMMUNITY HOSPITAL WATERVLIET 100 COREWELL DR NW GRAND RAPIDS MI 49503 381368745 HOSPITAL MI 501(c)(3) Line 3 LAKELAND REGIONAL HEALTH SYSTEM 0 LAKELAND 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COREWELL DR NW GRAND RAPIDS MI 49503 381360562 HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH 0 PHYSICIANS HEALTH PLAN OF NORTHERN INDIANA INC 100 COREWELL DR NW GRAND RAPIDS MI 49503 311069321 HMO MANAGEMENT MI 501(c)(4) PRIORITY HEALTH 0 PRIORITY HEALTH 100 COREWELL DR NW GRAND RAPIDS MI 49503 382715520 HMO MANAGEMENT MI 501(c)(4) COREWELL HEALTH 0 REED CITY HOSPITAL CORPORATION 100 COREWELL DR NW GRAND RAPIDS MI 49503 382770076 HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH 0 SPECTRUM HEALTH - LEFFINGWELL AVENUE 100 COREWELL DR NW GRAND RAPIDS MI 49503 854390483 REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE 0 SPECTRUM HEALTH CONTINUING CARE 100 COREWELL DR NW GRAND RAPIDS MI 49503 383242232 HOSPICE AND PALLIATIVE CARE MI 501(c)(3) Line 10 COREWELL HEALTH 0 SPECTRUM HEALTH CONTINUING CARE CENTER INC 100 COREWELL DR NW GRAND RAPIDS MI 49503 382415333 REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE 0 SPECTRUM 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