2023-11-10T10:05:14-06:00 2022-12-31 PwC US Tax LLP 655 NEW YORK AVENUE NW SUITE 1100 WASHINGTON DC 20001 990 2022-01-01 382018957 TOTAL HEALTH CARE INC % CORPORATE TAX TOTA 3138712000 1231 EAST BELTLINE AVE NE GRAND RAPIDS MI 49525 NICHOLAS GATES SVP, FINANCE 3138712000 2023-11-06 true NICHOLAS GATES 999009999 TRAVIS L PATTON P00369623 2024141000 2023-11-09 3 2022 2023-04-26 12:10:37Z X PRAVEEN THADANI 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 355774 false X WWW.THCMI.COM X 1973 MI TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE. 6 0 0 0 0 0 0 0 180291278 245820 29881 108892 0 1062 180321159 355774 0 0 143704895 -1005411 0 0 0 0 0 14299708 2356193 158004603 1350782 22316556 -995008 80244042 12374285 14187747 2621957 66056295 9752328 X TOTAL HEALTH CARE, INC. IS COMMITTED TO EXCELLENCE IN HEALTH CARE DELIVERY IN THE STATE OF MICHIGAN AND THE ASSURANCE THAT ITS MEMBERS HAVE ACCESS TO AND RECEIVE HIGH QUALITY HEALTH CARE AND THE APPROPRIATE PREVENTATIVE SERVICES THAT PROMOTE WELLNESS AND IMPROVED HEALTH STATUS WITHIN THE COMMUNITY. TOTAL HEALTH CARE, INC. SUPPORTS A CONTINUOUS QUALITY IMPROVEMENT PROCESS THAT CONTRIBUTES TO THE OVERALL IMPROVEMENT OF THE MAINSTREAM OF HEALTH CARE DELIVERY IN A COST EFFECTIVE MANNER. TOTAL HEALTH CARE, INC. MAINTAINS AN ORGANIZATION SERVICE PHILOSOPHY OF BEING TOTALLY AVAILABLE AND TOTALLY HELPFUL. false true -1005411 0 246882 THE ORGANIZATION WAS FORMED AS A HEALTH MAINTENANCE ORGANIZATION SERVING EXCLUSIVELY A POOR AND INDIGENT POPULATION UNDER THE STATE SPONSORED MEDICAID PROGRAM PROVIDING COMPREHENSIVE MEDICAL SERVICES AND INSURANCE. EFFECTIVE OCTOBER 1, 2021 THE ORGANIZATION'S MEMBERSHIP AND MEDICAID CONTRACT WERE TRANSFERRED TO PRIORITY HEALTH CHOICE, INC. (A RELATED TAX-EXEMPT ORGANIZATION). ALL REMAINING ACTIVITY IS OPERATING ON A RUN-OUT BASIS, WITH NO NEW MEMBERSHIP AGREEMENTS BEING WRITTEN. TOTAL HEALTH CARE, INC. WILL RETAIN ADEQUATE CASH AND INVESTMENTS TO MANAGE THE RUN-OUT OF ITS MEDICAID BUSINESS UNTIL FINAL DISSOLUTION IS APPROVED BY THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES. TOTAL HEALTH CARE, INC. HAS RETAINED ITS HMO LICENSE. -1005411 false false false false false false false false false false true false false true false true false false false false false false false false false false false false true false false false false false false false false false false false false false true true true false true X 190 0 true 0 false false false false false false false false X 6 0 true true false false true true false true true false false true true true true true true false false false X CORPORATE TAX 8669897999 100 MICHIGAN STREET NE MC 498 GRAND RAPIDS MI 49503 X PRAVEEN THADANI DIRECTOR/PRESIDENT 2.0 48.0 X X 0 1543705 473764 JAMES FORSHEE MD DIRECTOR 2.0 48.0 X 0 1089870 37144 KIMBERLY THOMAS DIRECTOR/SECRETARY 2.0 48.0 X X 0 597213 174860 MICHAEL JASPERSON DIRECTOR 2.0 48.0 X 0 556818 130337 NICHOLAS GATES DIRECTOR/TREASURER 2.0 48.0 X X 0 519212 123813 MARY ANNE JONES FORMER OFFICER 0.0 0.0 X 0 567784 0 JOYCE CHAN RUSSELL DIRECTOR 2.0 48.0 X 0 434671 93930 JOAN BUDDEN FORMER OFFICER 0.0 0.0 X 0 490247 0 MARCIE JOHNSON FORMER HIGHEST PAID 1.0 50.0 X 0 407764 5130 NOEL UPFALL FORMER KEY EMPLOYEE 27.0 23.0 X 0 346333 38954 CHRISTOPHER VAN ANTWERP FORMER HIGHEST PAID 1.0 50.0 X 0 197559 23293 SUSAN RYAN FORMER HIGHEST PAID 27.0 23.0 X 0 168456 29406 SARA MCGLYNN FORMER HIGHEST PAID 27.0 23.0 X 0 152733 32535 0 7072365 1163166 0 true true false VARIS 9245 SIERRA COLLEGE BLVD STE 100 ROSEVILLE CA 95661 CLAIMS RECOVERY 374167 CHANGE HEALTHCARE SOLUTIONS 3055 LEBANON PIKE STE 1000 NASHVILLE TN 37214 CLAIMS RECOVERY 237050 2 0 MEDICAID CAPITATION 900099 245820 245820 245820 108892 108892 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 MISCELLANEOUS INCOME 900099 1062 1062 1062 355774 246882 108892 0 0 0 -1005411 -1005411 0 0 0 0 0 0 0 0 0 0 0 0 245572 245572 0 0 0 0 0 0 0 0 0 0 0 0 SHARED SERVICE FEES 2110621 2110621 1350782 -1005411 2356193 0 43418600 6010453 0 0 0 0 2039693 1449602 0 0 0 0 0 0 0 0 0 0 0 0 2063890 846017 32452772 3993503 0 0 0 0 269087 74710 80244042 12374285 12304959 2620924 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1882788 1033 14187747 2621957 X 0 0 0 0 66056295 9752328 66056295 9752328 80244042 12374285 X -995008 -27708959 -27600000 X X false true X true false INVESTMENTS - OTHER 248970 F INVESTMENT IN SUBSIDIARIES 3744533 C 3993503 0 UNPAID CLAIM ADJUSTMENT EXPENSES 1033 1033 29955774 29600000 29600000 355774 355774 1350782 1350782 1350782 SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) FOOTNOTE TOTAL HEALTH CARE, INC. CONDUCTS AN ANALYSIS ANNUALLY TO DETERMINE THE ORGANIZATION'S LIABILITY WITH RESPECT TO UNCERTAIN TAX POSITIONS. FOR THE YEAR ENDED DECEMBER 31, 2022 IT WAS DETERMINED THAT THERE WERE NO MATERIAL UNCERTAIN TAX POSITIONS TO DISCLOSE. AS SUCH, THERE WAS NO FOOTNOTE ADDED TO THE AUDITED FINANCIAL STATEMENTS. SCHEDULE D, PART XI, LINE 2D OTHER REVENUES IN AUDITED FINANCIAL STATEMENTS NOT IN FORM 990 DIVIDEND INCOME FROM AFFILIATE: $29,600,000 true true false false false false false false false JOAN BUDDEN FORMER OFFICER 0 0 0 0 0 490247 0 0 0 0 0 490247 0 0 JOYCE CHAN RUSSELL DIRECTOR 0 325182 0 108931 0 558 0 33273 0 60657 0 528601 0 0 JAMES FORSHEE MD DIRECTOR 0 442804 0 130773 0 516293 0 15590 0 21554 0 1127014 0 498125 NICHOLAS GATES DIRECTOR/TREASURER 0 374286 0 111001 0 33925 0 56233 0 67580 0 643025 0 32890 MICHAEL JASPERSON DIRECTOR 0 401471 0 121363 0 33984 0 56566 0 73771 0 687155 0 32629 SARA MCGLYNN FORMER HIGHEST PAID 0 133868 0 18340 0 525 0 5583 0 26952 0 185268 0 0 SUSAN RYAN FORMER HIGHEST PAID 0 148464 0 18346 0 1646 0 7024 0 22382 0 197862 0 0 PRAVEEN THADANI DIRECTOR/PRESIDENT 0 1101941 0 435715 0 6049 0 341826 0 131938 0 2017469 0 435715 KIMBERLY THOMAS DIRECTOR/SECRETARY 0 428111 0 124912 0 44190 0 115061 0 59799 0 772073 0 43064 NOEL UPFALL FORMER KEY EMPLOYEE 0 268768 0 64342 0 13223 0 11591 0 27363 0 385287 0 0 MARY ANNE JONES FORMER OFFICER 0 0 0 73024 0 494760 0 0 0 0 0 567784 0 0 CHRISTOPHER VAN ANTWERP FORMER HIGHEST PAID 0 113619 0 48570 0 35370 0 7414 0 15879 0 220852 0 0 MARCIE JOHNSON FORMER HIGHEST PAID 0 107224 0 70152 0 230388 0 4292 0 838 0 412894 0 55368 SCHEDULE J, PART I, LINE 3 ARRANGEMENT USED TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION SEE EXPLANATION PROVIDED ON SCHEDULE O FOR FORM 990, PART VI, LINE 15A. SCHEDULE J, PART I, LINE 4A SEVERANCE OR CHANGE-OF-CONTROL PAYMENT MARY ANNE JONES $493,400 JOAN BUDDEN $490,247 MARCIE JOHNSON $119,411 SCHEDULE J, PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN RETIREMENT PLAN JAMES FORSHEE $498,125 NICK GATES $32,890 MICHAEL JASPERSON $32,629 PRAVEEN THADANI $435,715 KIMBERLY THOMAS $43,064 MARCIE JOHNSON $55,368 SCHEDULE J, PART I, LINE 4B IS ANSWERED YES BECAUSE INDIVIDUALS PARTICIPATE IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. SOME INDIVIDUALS RECEIVED DISTRIBUTIONS DURING THE YEAR (AS REPORTED ON THIS LINE) WHEREAS OTHERS PARTICIPATED IN THE PLAN 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. THE NONQUALIFIED RETIREMENT PLANS ARE AN INDUSTRY STANDARD AND ARE SUBJECT TO THE FUNDING REQUIREMENTS OF NONQUALIFIED DEFERRED COMPENSATION PLANS UNDER ERISA AND FEDERAL TAX REGULATIONS. SCHEDULE J, PART II, COLUMN (F) DEFERRED COMPENSATION THE 2022 BONUS & INCENTIVE COMPENSATION INCLUDES CERTAIN DEFERRED COMPENSATION ARRANGEMENTS THAT WERE REPORTED IN PREVIOUS YEARS BUT PAID IN 2022. THIS RESULTS IN A CERTAIN AMOUNT OF WAGES BEING REPORTED IN THE FORM 990 TWICE. AMOUNTS REPORTED IN PART II COLUMN F REPRESENT COMPENSATION THAT WAS REPORTED IN A PREVIOUS YEAR'S FORM 990 WHILE ALSO BEING REPORTED IN THE CURRENT FORM 990 AS TOTAL COMPENSATION. FORM 990, PART III, LINE 3 EFFECTIVE OCTOBER 1, 2021 THE ORGANIZATION'S MEMBERSHIP AND MEDICAID CONTRACT WERE TRANSFERRED TO PRIORITY HEALTH CHOICE, INC. (A RELATED TAX-EXEMPT ORGANIZATION). ALL REMAINING ACTIVITY IS OPERATING ON A RUN-OUT BASIS, WITH NO NEW MEMBERSHIP AGREEMENTS BEING WRITTEN. TOTAL HEALTH CARE, INC. WILL RETAIN ADEQUATE CASH AND INVESTMENTS TO MANAGE THE RUN-OUT OF ITS MEDICAID BUSINESS UNTIL FINAL DISSOLUTION IS APPROVED BY THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES. TOTAL HEALTH CARE, INC. HAS RETAINED ITS HMO LICENSE. FORM 990, PART VI, LINE 2 FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS CERTAIN MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS OF THE ORGANIZATION ALSO SERVE ON THE BOARD OF DIRECTORS AND/OR AS OFFICERS OF RELATED TAXABLE ENTITIES BUSINESS RELATIONSHIP - BUSINESS RELATIONSHIP FORM 990, PART VI, LINE 3 DELEGATION OF MANAGEMENT DUTIES TOTAL HEALTH CARE, INC. 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 FOR TOTAL HEALTH CARE USA, INC. AND TOTAL HEALTH CARE, INC. TO CARRY OUT BUSINESS OPERATIONS. PRIORITY HEALTH MANAGED BENEFITS, INC. FACILITATES PAYMENT OF MOST MANAGEMENT, OPERATIONAL, AND ADMINISTRATIVE EXPENSES ON BEHALF OF TOTAL HEALTH CARE USA, INC. AND TOTAL HEALTH CARE, INC. FORM 990, PART VI, LINE 6 CLASSES OF MEMBERS OR STOCKHOLDERS THE SOLE MEMBER IS PRIORITY HEALTH, INC. (EIN 38-2715520), A TAX-EXEMPT 501(C)(4) ORGANIZATION. PRIORITY HEALTH CONTROLS 100% OF THE ORGANIZATION. FORM 990, PART VI, LINE 7A MEMBERS OR STOCKHOLDERS ELECTING MEMBERS OF GOVERNING BODY PRIORITY HEALTH, INC., A RELATED 501(C)(4) ORGANIZATION, IS ABLE TO APPOINT THE BOARD OF TOTAL HEALTH CARE, INC. FORM 990, PART VI, LINE 11B REVIEW OF FORM 990 BY GOVERNING BODY THE REVIEW PROCESS FOR THIS FORM 990 IS AS FOLLOWS: 1. PREPARATION OF THE RETURN IS DONE BY AN EXTERNAL CPA FIRM AND REVIEWED BY THE FIRM AND ORGANIZATION'S CORPORATE TAX TEAM. 2. THE RETURN IS REVIEWED BY THE ORGANIZATION'S FINANCE AND LEGAL DEPARTMENTS (INCLUDING THE SVP, FINANCE AND SVP, GENERAL COUNSEL) AND SHARED WITH THE MEMBERS OF THE FINANCE COMMITTEE AND BOARD OF DIRECTORS. 3. THE ORGANIZATION'S SVP, FINANCE REVIEWS COMMENTS OR QUESTIONS RECEIVED FROM MEMBERS OF THE BOARD OF DIRECTORS, IF ANY, TO ADDRESS OR TO INCORPORATE, AS APPROPRIATE, INTO THE RETURN PRIOR TO FILING. FORM 990, PART VI, LINE 12C CONFLICT OF INTEREST POLICY BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED TO OTHER MEMBERS OF THE BOARD OF DIRECTORS AND BOARD OF DIRECTORS MEMBERS MUST NOT VOTE OR USE PERSONAL INFLUENCE ON ANY MATTER IN WHICH THE DIRECTOR HAS A CONFLICT OF INTEREST. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OF DIRECTORS OR COMMITTEE CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE OR SHE SHALL LEAVE THE MEETING DURING DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OF DIRECTORS OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. 4. THE BOARD OF DIRECTORS OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER THE ORGANIZATION CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OF DIRECTORS OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AND ALL OF THE ORGANIZATION'S COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. 7. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF THE BOARD OF DIRECTORS COMPLETE ANOTHER DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER TENURE ON THE BOARD OF DIRECTORS WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. IF A MEMBER OF THE BOARD OF DIRECTORS COMPLETES A DISCLOSURE QUESTIONNAIRE AS A RESULT OF A NEW POTENTIAL CONFLICT OF INTEREST, THAT DISCLOSURE QUESTIONNAIRE IS SUBMITTED TO THE LEGAL AND COMPLIANCE DEPARTMENTS FOR REVIEW. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT COMPLETES A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE COI TEAM AND ESCALATED TO THE COI COMMITTEE IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. THE DISCLOSURE QUESTIONNAIRE IS REVIEWED BY THE LEGAL AND COMPLIANCE DEPARTMENTS. 3. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF MANAGEMENT COMPLETE ANOTHER DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER EMPLOYMENT WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. IF A MEMBER OF MANAGEMENT COMPLETES A DISCLOSURE QUESTIONNAIRE AS A RESULT OF A NEW POTENTIAL CONFLICT OF INTEREST, THAT DISCLOSURE QUESTIONNAIRE IS SUBMITTED TO THE LEGAL AND COMPLIANCE DEPARTMENTS. 4. THE LEGAL AND COMPLIANCE DEPARTMENTS, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINE HOW ANY REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE THE ORGANIZATION'S EMPLOYMENT. MANAGEMENT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION. FORM 990, PART VI, LINE 15A PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL THE 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 TOTAL HEALTH CARE, INC. 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 MARKET DATA FOR THE REVIEW: *BDO: 2021 USA HEALTH INSURANCE PLANS SURVEY *GALLAGHER (FORMERLY INTEGRATED HEALTHCARE STRATEGIES): 2021 NATIONAL HEALTHCARE LEADERSHIP COMPENSATION SURVEY *MERCER: 2021 IHN HEALTHCARE COMPENSATION SURVEY *MERCER: 2021 IHN HEALTH PLAN COMPENSATION SURVEY *SULLIVAN COTTER ASSOCIATES: 2021 MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS SURVEY IN ADDITION, GENERAL INDUSTRY SURVEYS WERE REFERENCED: *MERCER: 2021 US EXECUTIVE REMUNERATION SUITE *WILLIS TOWERS WATSON: 2021 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 UNIVERSE. THE PEER GROUP ORGANIZATIONS ARE APPROVED BY THE COMPENSATION COMMITTEE AND CONSISTS OF HEALTHCARE SYSTEMS SIMILAR IN REVENUE SIZE, MARKET COMPETITORS, HIGH PERFORMERS, FINANCIALLY STABLE AS INDICATED BY BOND RATING AND THAT FOLLOW A SIMILAR STRATEGY (MULTI-SITE SYSTEMS, HEALTH PLANS). DATA FOR THE PEER GROUP ORGANIZATIONS IS COMPILED BY THE INDEPENDENT EXECUTIVE COMPENSATION 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 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, LINE 15B PROCESS TO ESTABLISH COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES SEE EXPLANATION PROVIDED FOR FORM 990, PART VI, LINE 15A. FORM 990, PART VI, LINE 19 REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC THE ORGANIZATION'S ARTICLES OF INCORPORATION AND STATUTORY FINANCIAL STATEMENTS ARE ON FILE WITH THE STATE OF MICHIGAN AND AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. ALL ITEMS ARE ALSO AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9 OTHER CHANGES IN NET ASSETS OR FUND BALANCES DIVIDEND INCOME FROM AFFILIATE - 29,600,000 DIVIDENDS PAID TO PARENT - (57,200,000) ================ TOTAL - (27,600,000) FORM 990, PART XII, LINE 2B AUDITED FINANCIAL STATEMENTS THE ORGANIZATION IS AUDITED ANNUALLY ON A STAND ALONE BASIS AND ISSUED FINANCIAL STATEMENTS ON A STAND ALONE BASIS WHICH ARE PREPARED IN ACCORDANCE WITH SAP (STATUTORY ACCOUNTING PRINCIPLES), AS REQUIRED BY REGULATORY AUTHORITIES. THE FIGURES 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). 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 AUDITED FINANCIAL STATEMENTS AS A RESULT OF PRIORITY HEALTH'S ACQUISITION OF TOTAL HEALTH CARE, INC., THE PRIORITY HEALTH FINANCE AND AUDIT COMMITTEE ASSUMED RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. FORM 990 PART IX LINE 11G DESCRIPTION:CLEANING SERVICES TOTAL FEES:27944 FORM 990 PART IX LINE 11G DESCRIPTION:ADMINISTRATIVE EXPENSE TOTAL FEES:217628 BEAUMONT HEALTH 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 465718220 SUPPORTING OR MI 501(C)(3) 12C, III-FI COREWELL HEA false BEAUMONT HEALTH FOUNDATION 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 364852171 FOUNDATION MI 501(C)(3) 7 BEAUMONT HEA false BEAUMONT MEDIACL GROUP - PRIMARY CARE SE 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 822796539 PHYSICIAN SUP MI 501(C)(3) 10 BEAUMONT HEA false BEAUMONT MEDICAL GROUP - SPECIALTY SERVI 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 822784244 PHYSICIAN SUP MI 501(C)(3) 10 BEAUMONT HEA false BEAUMONT MEDICAL GROUP-HOSPITAL-BASED SE 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 822768899 PHYSICIAN SUP MI 501(C)(3) 10 BEAUMONT HEA false BEAUMONT MEDICAL TRANSPORTATION SERVICES 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 260203703 MEDICAL TRANS MI 501(C)(3) 10 BH GRAND RIV false BH GRAND RIVER SOUTHFIELD INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382410823 EMERGENCY MED MI 501(C)(3) 10 BGH false BOTSFORD CONTINUING CARE CORPORATION 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382549505 LONG TERM NUR MI 501(C)(3) 10 BGH false BOTSFORD GENERAL HOSPITAL 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 381426919 HOSPITAL MI 501(C)(3) 3 BEAUMONT HEA false COREWELL HEALTH 100 MICHIGAN ST NE MC 498 GRAND RAPIDS MI 49503 383382353 MANAGEMENT MI 501(C)(3) 12 TYPE III NA false COREWELL HEALTH FOUNDATION WEST MICHIGAN 100 MICHIGAN STREET NE GRAND RAPIDS MI 49503 382752328 PHILANTHROPY MI 501(C)(3) 7 COREWELL HEA false HOSPICE AT HOME INC 4025 HEALTH PARK LANE ST JOSEPH MI 49085 382416086 TO PROVIDE HO MI 501(C)(3) 7 LRHS false KENT COMMUNITY HEALTH FOUNDATION 750 FULLER AVE NE GRAND RAPIDS MI 49503 383607110 PHILANTHROPY MI 501(C)(3) 12 TYPE III SHS false LAKELAND COMMUNITY HOSPITAL WATERVLIET 400 MEDIACL PARK DRIVE WATERVLIET MI 49098 381368745 TO PROVIDE GE MI 501(C)(3) 3 LRHS false LAKELAND HEALTH FOUNDATION BENTON HARBO 1234 NAPIER AVENUE ST JOSEPH MI 49085 382539929 PROMATE AND A MI 501(C)(3) 7 LRHS false LAKELAND HOSPITALS AT NILES AND ST JOSE 1234 NAPIER AVENUE ST JOSEPH MI 49085 382156872 PROVIDE A COM MI 501(C)(3) 3 LRHS false LAKELAND REGIONAL HEALTH SYSTEM 1234 NAPIER AVENUE ST JOSEPH MI 49085 382609624 PROVIDE A COM MI 501(C)(3) 12 TYPE III COREWELL HEA false LAKELAND SPECIALTY HOSPITAL AT BERRIEN C 1234 NAPIER AVENUE ST JOSEPH MI 49085 383452303 LONGTERM HEAL MI 501(C)(3) 3 LRHS false MECOSTA COUNTY MEDICAL CENTER 605 OAK STREET BIG RAPIDS MI 49307 381368744 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false MEMORIAL MEDICAL CENTER OF WEST MICHIGAN ONE ATKINSON DRIVE LUDINGTON MI 49431 381359266 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false MERCY MEMORIAL HEALTH SERVICES INC 4368 CLEVELAND AVENUE STEVENSVILLE MI 49127 382748035 PROVIDE HOMEC MI 501(C)(3) 10 LRHS false NEWAYGO COUNTY GENERAL HOSPITAL ASOCIATI 212 S SULLIVAN AVENUE FREMONT MI 49412 381359517 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false OAKWOOD HEALTH PROMOTIONS INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382601965 ASSISTED AND MI 501(C)(3) 10 OHI false OAKWOOD HEALTHCARE INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 381405141 HOSPITAL MI 501(C)(3) 3 BEAUMONT HEA false OAKWOOD HOME CARE SERVICES 26901 BEAUMONT BLVD SOUTHFIELD MI 48101 382877338 HOME HEALTH S MI 501(C)(3) 10 OHI false OAKWOOD UNITED HOSPITALS INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382837961 FACILITY LEAS MI 501(C)(3) 12A, I OHI false PENNOCK HOSPITAL 1009 WEST GREEN STREET HASTINGS MI 49058 381360562 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false PRIORITY HEALTH 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 382715520 HMO MI 501(C)(4) COREWELL HEA false PRIORITY HEALTH CHOICE INC 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 320016523 HMO (MEDICAID MI 501(C)(3) PRIORITY HEA true REED CITY HOSPITAL CORPORATION 300 N Patterson Rd REED CITY MI 49677 382770076 HEALTH CARE MI 501(C)(3) 10 COREWELL HEA false SPECTRUM HEALTH UNITED 615 S BOWER GREENVILLE MI 48838 381358412 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false SPECTRUM HEALTH WORTH SERVICES 752 FULLER AVE NE GRAND RAPIDS MI 49503 382786617 HEALTH CARE MI 501(C)(3) 3 SHCC false SPECTRUM HEALTH - LEFFINGWELL AVENUE 100 MICHIGAN STREET NE GRAND RAPIDS MI 49503 854390483 REHAB/CARE MI 501(C)(3) 10 SHCC false SPECTRUM HEALTH CONTINUING CARE 750 FULLER AVE NE GRAND RAPIDS MI 49503 383242232 REHAB/CARE MI 501(C)(3) 10 COREWELL HEA false SPECTRUM HEALTH CONTINUING CARE CENTER 751 FULLER AVE NE GRAND RAPIDS MI 49503 382415333 REHAB/NRS MI 501(C)(3) 10 SHCC false SPECTRUM HEALTH HOSPITALS 100 MICHIGAN STREET NE GRAND RAPIDS MI 49503 381360529 HEALTH CARE MI 501(C)(3) 10 COREWELL HEA false SPECTRUM HEALTH KELSEY 615 S BOWER GREENVILLE MI 48838 381297435 HEALTH CARE MI 501(C)(3) 3 SHU false SPECTRUM HEALTH PRIMARY CARE PARTNERS 1840 WEALTHY ST SE GRAND RAPIDS MI 49506 381358164 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false TOTAL HEALTH CARE USA INC 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 383240485 HMO MGMT MI 501(C)(4) THC INC false TRINITY HEALTH PLANS 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 382663747 HMO MGMT MI 501(C)(4) PRIORITY HEA true VISITING NURSE SERVICES OF WESTERN MICHI 753 FULLER AVE NE GRAND RAPIDS MI 49503 381359195 HEALTH CARE MI 501(C)(3) SHCC false WILLIAM BEAMONT HOSPITAL 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 381459362 HOSPITAL MI 501(C)(3) 10 BEAUMONT HEA false ZEELAND COMMUNITY HOSPITAL 8333 FELCH STREET ZEELAND MI 49464 381411184 HEALTH CARE MI 501(C)(3) 3 COREWELL HEA false MICHIGAN MOBILE PET IMAGING 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 331086165 MOBILE PET SC MI 501(C)(3) 3 OHI false LAKESHORE AREA RADIATION ONCOLOGY CENTER 12642 RILEY STREET HOLLAND MI 49424 383067954 RADIATION SER MI 501(C)(3) 3 SPECTRUM HH false WEST MICHIGAN ACCOUNTABLE CARE ORGANIZAT 221 Michigan St NE Ste 501 GRAND RAPIDS MI 49503 833153113 ACCOUNTABLE CARE MI COREWELL HEALTH false false DEARBORN SCHAEFFER OFFICE COMPANY LLC 26901 BEAUMONT BOULEVARD SOUTHFIELD MI 48033 262448025 REAL ESTATE MI NA false false OAKMED LLC 1938 WOODSLEE DRIVE TROY MI 48084 461459737 PRIVATE DUTY NURS MI NA false false 1697 MICHIGAN STREET PROPERTY 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 831721239 MGMT MI SHS C CORPORATION false 25 MICHIGAN STREET CONDOMINIUM ASSOCIATI 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 161734157 MGMT MI SHS C CORPORATION false 35 MICHIGAN STREET CONDOMINIUM ASSOCIATI 35 MICHIGAN ST NE GRAND RAPIDS MI 49503 272193084 MGMT MI SHS C CORPORATION false COREWELL HEALTH INDEMNITY COMPANY 23 LIME TREE BAY AVENUE GRAND CAYMAN CJ 980512415 PREMIUM DEPOSITS CJ WBH C CORPORATION false BEAUMONT NURSING HOME SERVICES INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382799842 ASSISTED CARE LIV MI WBH C CORPORATION false BEAUMONT PHYSICIANS INSURANCE COMPANY 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 274261262 PROFESSIONAL INSU MI WBH C CORPORATION false BH SOUTHFIELD BILLING INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382755982 MANAGEMENT AND D MI BH GRAND RIVER C CORPORATION false BLUE STAR PROFESSIONAL BUILDING CONDOMIN 4025 HEALTH PARK LANE ST JOSEPH MI 49085 208313519 MGMT MI HOSPICE AT HOME C CORPORATION false BOTSFORD COMMONS PROPERTY ASSOCIATION 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 383203663 PROPERTY MANAGEME MI BCCCC C CORPORATION false FOUR FLAGS PROPERTIES INC 122 GRANT STREET NILES MI 49120 364501639 PROPERTY MANAGEME MI LHE INC C CORPORATION false HELEN DEVOS WOMENT'S AND CHILDREN'S HEAL 330 BARCLAY NE GRAND RAPIDS MI 49503 383264184 MGMT MI SHS C CORPORATION false LAKELAND HEALTH ENTERPRISES INC 31 NORTH ST JOSEPH AVENUE NILES MI 49120 382669798 ACCOUNTING AND BI MI LRSH INC C CORPORATION false LAKELAND HEALTH VENTURES INC 1234 NAPIER AVENUE ST JOSEPH MI 49085 272313790 HOLDING COMPANY MI LHE INC C CORPORATION false LAKELAND MEDICAL PRACTICES 1234 NAPIER AVENUE ST JOSEPH MI 49085 270381199 MEDICAL ADMINISTR MI LHE INC C CORPORATION false LAKELAND PERSONAL CARE SERVICES INC 1234 NAPIER AVENUE ST JOSEPH MI 49085 272990797 HEALTHCARE SERVIC MI LHE INC C CORPORATION false LAKELAND PHYSICAN CARE NETWORK 1234 NAPIER AVENUE ST JOSEPH MI 49085 208513031 MEDICAL SERVICES MI LHE INC C CORPORATION false LEMMEN-HOLTON CANCER PAVILION CONDOMINIU 145 MICHIGAN ST NE GRAND RAPIDS MI 49503 161734150 MGMT MI SHS C CORPORATION false MUSCULOSKELETAL CENTER CONDOMINIUM ASSOC 230 MICHIGAN NE GRAND RAPIDS MI 49503 383180086 MGMT MI SHS C CORPORATION false OAKWOOD AFFILIATED VENTURES INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 371753159 HOLDING COMPANY MI OHI C CORPORATION false PENNOCK PROFESSIONAL BUILDING CONDOMINIU 1009 W GREEN ST HASTINGS MI 49085 384056359 MGMT MI PENNOCK HOSPITA C CORPORATION false PENNOCK VENTURES INC 1009 WEST GREEN STREET HASTINGS MI 49058 382712819 HEALTH CARE MI PENNOCK HOSPITA C CORPORATION false PHMB CAMADS TRUST 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 846496888 TRUST MI PHMB INC C CORPORATION false PRIORITY HEALTH INSURANCE COMPANY 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 201529553 INSURANCE MI PRIORITY HEALTH C CORPORATION false PRIORITY HEALTH MANAGED BENEFITS INC 1231 EAST BELTLINE NE GRAND RAPIDS MI 49525 383085182 THRID PARTY ADMIN MI COREWELL HEALTH C CORPORATION false SOUTHWESTERN MEDICAL CLINIC PHYSICANS I 1234 NAPIER AVENUE ST JOSEPH MI 49085 272589359 PHYSICIAN OFFICE MI LHE INC C CORPORATION false SPECTRUM HEALTH PHYSICIAN ALLIANCE 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 371655728 PHYSICIANS MI COREWELL HEALTH C CORPORATION false MICHIGAN STREET PARKING CONDOMINIUM ASSO 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 161734145 MGMT MI SHS C CORPORATION false THE PHARMACY SHOPPE INC 1234 NAPIER AVENUE ST JOSEPH MI 49085 382929090 PHARMACEUTICALS MI LHE INC C CORPORATION false WEST MICHIGAN HEART 1840 WEALTHY STREET SE GRAND RAPIDS MI 49506 382125186 PHYSICIANS MI COREWELL HEALTH C CORPORATION false MIDWEST MEDICAL CENTER 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 263683446 OFFICE OF PHYSICI MI OAV INC C CORPORATION false OAKWOOD ENTERPRISES INC 26901 BEAUMONT BLVD SOUTHFIELD MI 48033 382601930 NON RESIDENTIAL R MI OAV INC C CORPORATION false MICHIGAN STREET PROJECT CONDOMINIUM ASSO 100 MICHIGAN ST NE GRAND RAPIDS MI 49503 364873152 MGMT MI SHH C CORPORATION false GRAND RIVER ABSOLUTE RETURN FUND LTD PO BOX 852 GRAND CAYMAN CJ KY1-1103 POOLED INV FUND CJ COREWELL HEALTH false false false false false false true false false false false true true true true true true true true true PRIORITY HEALTH R 57200000 CASH TOTAL HEALTH CARE USA F 29600000 CASH PRIORITY HEALTH MANAGED BENEFITS INC K 2068412 CASH TOTAL HEALTH CARE USA Q 2068412 CASH