Corewell Health

“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.”

“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”

“The Organization has three shareholders as follows: Spectrum Health System (EIN 38-3382353), Class A Shareholder - 93.9% Munson Healthcare (EIN 38-2640544), Class B Shareholder - 5.5% McLaren Northern Michigan (EIN 38-2146751), Class B Shareholder - 0.6% All Shareholders are tax-exempt Internal Revenue Code Section 501(c)(3) organizations.”

“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, which will be divided into the following classes: 6.2.1 One-third (1/3) of the directors will be adult enrollees as specified under MCL Section 500.3511(1) and 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 Shareholders (the Northern Shareholders). 6.2.2 Two (2) of the directors will be appointed jointly by the Northern Shareholders. Of such directors, one (1) will be a physician. 6.2.3 The remainder of the directors (not less than eight (8)) will be appointed by Spectrum Health. 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. In addition, any group of adult enrollees in the corporation's health maintenance plan, upon filing a petition with more than one hundred (100) legitimate signatures of current members with the Secretary of the Board of Directors at least ninety (90) days prior to the election date for the Board of Directors, may nominate a candidate for election to the Board of Directors. Eligible members will be given the opportunity to vote on the candidates for election to the Board of Directors. 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 Northern Shareholders and Spectrum Health will serve one (1) year terms or until such time as their successor is appointed. 6.5 Vacancies. Any vacancy in a Board of Director position designated by the Northern Shareholders or Spectrum Health will be filled by the Northern Shareholders or Spectrum Health, 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.”

“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 Chairperson 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; 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-Spectrum 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 Spectrum Health System ("Spectrum 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 Spectrum Health or an entity controlled by Spectrum 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 Spectrum 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 Shareholders' Reserved Powers. The Class B Shareholders 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 Shareholders with respect to the reserved powers set forth in this Section 2.3. The C”

“The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by the organization's Corporate Tax Manager. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the organization's finance and legal departments (Including the SVP, Finance; SVP, General Counsel; VP, Controller) and shared with the members of the finance committee and board of directors. 4. The organization's SVP, Finance reviews comments or questions received by members of the Board of Directors, if any, to address or to incorporate, as appropriate, into the return prior to filing.”

“BOARD OF DIRECTORS 1. Conflicts of interest must be disclosed, BOTH VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS as well as verbally at a board meeting prior to discussion of any agenda item with regard to which a board member has a conflict. 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, organizational integrity, internal audit, and human resources 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 Organizational Integrity Department. A copy of the member of management's disclosure is reviewed by the organization's COI coordinator 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, organizational integrity, internal audit, and human resources 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 dis”

“The Spectrum Health System Board of Directors (through its Executive Committee) uses the following process for determining compensation of the top management official, other officers, and key employees at Priority Health. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon. Competitive assessment reports are provided to the Executive Committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. For calendar 2016 (1/1/16-12/31/16), four health care executive compensation surveys, three medical group surveys, two pediatric hospital surveys and one health plan survey prepared by independent firms were the primary sources referenced to obtain market data for the review: * American Medical Group Association: 2015 Medical Group Compensation & Financial Survey * Integrated Healthcare Strategies: 2015 Children's Hospitals Executive Compensation Survey * Integrated Healthcare Strategies: 2015 Health Care Executive Compensation Survey * Mercer Human Resources Consulting: 2015 Integrated Health Networks Compensation Survey * Medical Group Management Association: 2015 Management Compensation Survey * Sullivan, Cotter and Associates: 2015 Survey of Manager and Executive Compensation in Hospitals and Health Systems * Sullivan, Cotter and Associates: 2015 Custom Survey of Manager and Executive Compensation in Children's Hospitals * Sullivan, Cotter and Associates: 2015 Physician Compensation and Productivity Survey Report * Towers Watson: 2015 Hospital and Health Care Management Compensation Survey Report * Warren: Fall 2015 HMO Salary Survey In addition, one retirement community survey and four general industry surveys were referenced: * Rodeghero Consulting Group, Inc.: 2015 AAHA-CEMO Leadership Compensation Survey * Mercer: 2015 Executive Compensation Survey * Mercer: 2015 Information Technology Survey * Mercer: 2015 Human Resources Survey * Towers Watson: 2015 Top Management Compensation Report In addition to the above data sources, the Executive 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 Executive Committee and consist of double A bond rated and / or Truven top quintile organizations. Data for the peer group organizations is compiled by the independent executive compensation firm. Compensation adjustments are approved by Executive Committee members, consistent with the Spectrum Health compensation philosophy described below. Minutes of Committee discussions and decisions are prepared to memorialize Executive Committee decisions based upon the above data. Cash compensation data relied upon by the Executive Committee is national and reflects the compensation paid to executives in comparable jobs in comparably-sized health care and / or health insurance organizations. Spectrum Health recruits nationally for its executives. Benefits data reflect national health care / health insurance market practices. Geographic pay differential and cost of living data indicates consistency with national data. This process is intended to assist Spectrum Health in qualifying for the rebuttable presumption of reasonableness (Intermediate Sanctions Regulations) and complying with the potential Spectrum 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).”

“See explanation provided for Form 990, Part VI, Line 15a.”

“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. The overall system consolidated financial statements are provided at www.spectrumhealth.org in the section titled "about us." Financial performance is discussed at an annual public meeting held and posted to www.spectrumhealth.org annually (under the section titled "about us").”

“There are no individuals reported due to the integration with Spectrum Health System. Refer to the disclosure for Form 990, Part V, Line 2a for further detail.”

“Based on external opinion by sullivan cotter and associates, inc., priority health compensates board members in a manner that is reasonable in relation to market data. Board of directors compensation is reviewed annually by internal staff to confirm compensation falls within reasonable limits. Any compensation amount is treated as taxable to the board member and is reported and provided to them on form 1099, as required according to the reporting thresholds. Certain board members are employed by a related organization. Compensation reported in part vii, section a, column e is for services performed for the related organization, not the filing organization.”

“Priority health is an integral part of the spectrum health system, an integrated 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 currently has an "excellent" accreditation for its hmo products from the national committee for quality assurance (ncqa), an independent managed care accrediting body. This is the highest rating a health plan can earn. Priority health has earned an "excellent" rating every year since 1998. Spectrum health is a not-for-profit health system, based in west michigan, offering a full continuum of care through the spectrum health hospital group, which is comprised of 12 hospitals; 180 ambulatory and service sites; 3,400 physicians and advanced practice providers, which include 1,400 members of the spectrum health medical group; and priority health, a health plan with more than 796,000 members. Spectrum health is west michigan's largest employer, with 25,400 employees. The organization provided $326 million in community benefit during its 2016 fiscal year. Spectrum health was named one of the nation's 15 top health systems, and in the top five among the largest health systems, by truven health analytics in 2017. The truven health analytics study included 337 health systems with 2,924 hospitals and is based on key performance measures on inpatient outcomes, process of care, extended outcomes, efficiency and patient experience. This is the sixth time the organization has received this recognition. 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. Spectrum health completed several implementation plans identifying the community health needs and implementation plan goals for each spectrum 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. Spectrum health works closely with priority health to achieve the identified needs and goals. Priority health has maintained an "a" financial rating for two consecutive years from a.m. Best, the industry's financial rating organization. This is a very strong rating, and one that is rarely earned within the insurance industry. In 2016, a.m. Best announced that priority health has improved its financial strength and now ranks at an "a" (excellent) rating. A.m. Best credited this upgrade to priority health's favorable premium and operating earnings, capital growth, and membership growth across all market segments. Priority health is the only michigan-based health plan to earn this distinction. In addition to this accomplishment, j.d. Power and associates named priority health michigan's highest ranked health plan for customer satisfaction in 2016. The ranking is based on customer feedback on coverage and benefits, provider choice, information and communication, claims processing, cost and customer service.”

“Priority health pursues initiatives that will improve patient outcomes while helping to reduce the overall cost to the member. In 2016, priority health lowered health costs across all lines of business by over $59 million through new 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. In 2016, priority health enrolled over 60,000 members in chronic disease management programs. Peer and utilization review assures that services are rendered in a cost efficient and professional manner. Evidence-based medicine improves quality and lowers cost. Priority health measures each accountable care network's use of rates for preference sensitive conditions and distributes this benchmark data un-blinded to highlight outliers in standards of care. Consumer decision making tools have also been developed to provide patients with alternatives to treatment with related evidence based outcomes. Pharmaceutical formulary assessments guide physician prescription ordering behaviors toward the lowest cost drugs that are proven effective. Quality and incentive programs designed to monitor and reduce high cost health care areas such as emergency room (er) visits, high diagnostic imaging, and unnecessary admissions have been implemented across the state of michigan. Other examples of initiatives include implementation of electronic medical records, which benefit non-priority health patients; developing and publishing preventive health care guidelines available to the general public on its website; and using community rating which minimizes the economic impact of severe illness on a given individual or group. Priority health serves what the irs has defined as the "most in need" population with individuals, small groups and elderly making up 65% of the membership base. Priority health provided community-rated affordable health insurance to over 154,000 members who are individuals, small groups and elderly in 2016. Priority health also supports its wholly owned subsidiary, priority health choice, inc., which provides access to excellent health care to over 119,000 medicaid members. In 2016, priority health was selected by the centers for medicare and medicaid services (cms) to participate in a federal comprehensive primary care plus (cpc+) initiative, a national advanced primary care medical home model that aims to strengthen primary care through regionally-based multi-payer payment reform and care delivery transformation. The goals of cpc+ are to improve the quality of care patients receive, improve patients' health, and spend health care dollars wisely. Cpc+ will bring together cms, commercial insurance plans, priority health choice, and priority health medicare to provide the financial support necessary for practices to make fundamental changes in their care delivery. The cpc+ pilot begins in january 2017 and tests a 5-year model. 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 of 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. Approximately 200 health care prac”

“Priority health has partnered with the national kidney foundation of michigan to offer a free diabetes prevention program (dpp) across the state of michigan. Dpp is an evidence based lifestyle change program where adults learn how to reduce their risk for type-2 diabetes. This program is led by a certified lifestyle coach who teaches participants about nutrition and stress reduction. The coach works one-on-one with participants to overcome obstacles by tracking food intake and physical activity. Priority health is the only health plan in the state to offer this complementary course as a preventive benefit. This program is credited with reducing the risk of type 2 diabetes by nearly 60%. Since launching in michigan in 2013, the program has grown to serve over 950 individuals at more than 125 locations across the state. Approximately 65% of participants have met their weight loss goals, and of those, 43% have exceeded them. As part of the dpp initiative, priority health created a statewide initiative, priorityprevents, to decrease the development of type-2 diabetes for members and the communities served. Through a multi-pronged communications campaign priority health increased the awareness of prediabetes to members, provider networks, and communities across michigan. Through multiple communication tactics, priority health successfully engaged member participation and provider referrals into dpp, as well as provided multi-lingual options for diabetes prevention education. In 2016, priority health introduced a program available to targeted priority health members who are living with a serious, advanced illness. This program provides an extra layer of support to eligible members, provided by a team of doctors, nurse practitioners, nurses, social workers and clergy. These professionals visit members in their homes to help manage their symptoms, determine their care plan, and coordinate care. This program will enhance members' quality of life, improve access to care, and lower the cost of health care.the program is another example of how priority health is working to transform the model of care. The program started provider and member outreach for individual medicare advantage and individual commercial members in 2016 and will begin outreach to commercial, fully-funded group members in 2017. In 2016, priority health launched prioritycares, a diabetes prevention and management (dpm) product, aimed to help employers improve the health of their employees diagnosed with prediabetes or diabetes, while controlling health care costs. Prioritycares is a three pronged approach focusing on incentives, personalized nurse support, and technology. The dpm product is participation and outcomes based, providing financial rewards of up to $320, to those who are engaged in their personal health care plan. Once enrolled, the priority health care management team works with the member and their doctor to develop a personalized plan, and connects members to community-based resources, including certified diabetes education programs. Members have the opportunity to earn money by completing an annual online assessment, maintaining healthy weight and blood pressure, being active, and visiting their doctor. Priority health encourages members to understand the cost of care when making health care decisions. With the launch of health care blue book in august 2013, priority health became the first michigan-based health plan to provide online information about contracted health care fees along with quality information to engage members through "comparison shopping." through the partnership with health care bluebook, priority health members can compare prices charged by care providers across the state. A key feature of the health care bluebook is that it displays the "fair price" for each procedure. Members can also review quality rankings and consumer review of hospitals and physicians through healthgrades to receive a complete picture of the service they are bu”

“Another program introduced in 2015 was priority rewards, an incentive program that rewards members up to $200 for choosing a fair priced medical procedure through the company's cost estimating tool. Priority rewards combines the power of the cost estimator with financial incentives for consumers who use the tool. With priority rewards, members may earn cash rewards for selecting a procedure and facility combination offered at or below the fair market price determined by health care bluebook. Once the procedure has been completed, priority health will reward members in the form of a visa gift card ranging from $50-200. The priority health third party liability (tpl) team has consistently improved outcomes by increasing savings through audit, analysis, and standardization of work while concurrently improving both member and provider satisfaction. This program has improved its per-member per-month (pmpm) savings by more than 29% over the past two years, and more than 63% since 2013. By pursuing the needs of its customers at all times and driving continuous improvement in all areas of the department, the tpl team has been able to sustain improvement year over year. During 2016, priority health recognized tpl savings of over $48 million representing $5.54 pmpm savings. In 2013, 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. Priority health continues to offer an extension of its pre-aca individual and group health plans to subscribers as long as permitted by regulatory guidance, while major competitors have shut down plans. While other national carriers are exiting the individual market, priority health remains committed to this population. In addition, priority health reinstated policies it already had cancelled to comply with the aca requirements. The reinstatement of previously cancelled policies gave employers and individuals peace of mind and time to assess their options before being required to change plans under the aca. The decision to both extend and reinstate plans is consistent with priority health's commitment to provide individuals with flexibility and choice. At a time when national carriers are exiting the individual market, priority health remains committed to serving this population. 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, 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. Priority health published an e-book for employers on health care reform which is free and available to the public on priority health's website. The goal of the guide for employers is to provide summaries and examples as an educational tool to assist employers' questions regarding health care reform.”

“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. The 2016 pinnacle awards continues priority health's history of being recognized for its focus on improving health while lowering cost. During 2016, 10 michigan health plans from across the state submitted 31 ground-breaking programs to be considered for mahp's annual pinnacle awards, showing entrepreneurial spirit and an interest in serving their members as they seek to increase efficiency and improve patient health care to lower costs and increase service to michigan citizens. Priority health received 2 pinnacle awards for medicaid programs in 2016. In 2015, priority health received a pinnacle award for health coaching in the business operational performance category. Priority health's coaching program utilizes health assessment and lab data to identify high risk members who can benefit from intervention. The program strives to create member self-awareness and an intrinsic drive to improve modifiable risk factors like bmi, activity, nutrition, stress and tobacco cessation. Our integrated approach enables coaches to quickly triage members to care management, behavioral health and pharmacy. There is growing evidence that consumer engagement and self-care are linked to improving health outcomes through patient-centered interventions like health coaching. In 2014, priority health was a recipient to a pinnacle award in the chronic disease management category for integrated health coaching for the commercial population. In addition, priority health received a 2015 pinnacle award in the commercial chronic disease management category for shared care management. Priority health is committed to improving the health and lives of its members and has long-valued an integrated care management approach to address both the medical and behavioral health needs of members. In the fall of 2013, priority health's behavioral health team developed a proposal for a shared case management and coordination program between priority health and network 180, which is the community mental health services program (cmhsp) for all medicaid beneficiaries requiring specialty behavioral health services in kent county, michigan. Through the partnership, benefits to residents of kent county were maximized.”

“Prevention and wellness have been the foundation of priority health's approach to health care. Priority health has been nationally recognized for its employer-based wellness programs, earning wellness and health promotion (whp) accreditation from the ncqa. Priority health maintains its status as the only michigan-based health insurer, and one in four nationwide, to have achieved this designation. This accreditation certifies priority health as an industry leader in keeping members healthy by preventing illness, managing chronic conditions and ultimately reducing costs. Whp accreditation identifies full-service wellness providers that meet the nation's highest standards for value and quality by evaluating the implementation of wellness programs, the participants' development of skills to make healthy choices through coaching services, and the safeguarding of individual health information. Priority health provides wellness programs within its standard health plans, while also offering customized, stand-alone wellness programs to employer groups to empower their employees to pursue healthier lifestyles. In addition to 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. In 2016, roughly 125 staff hours of wellness classes and health fairs were provided to the community to promote healthy living. In addition, priority health invested $20,000 for the second year in a row to proactively reach out to the community through a social media campaign with messages of health and wellness to encourage participation in races and promote healthy living. In recent years priority health has sponsored many community education programs, health fairs, walks/runs/triathlons, and newsletters. During 2016, priority health contributed over $210,000 by offering discount codes to promote wellness and sponsor walks/runs across the state. One of the more significant contributions was to the msu gran fondo, a cycling event to actively engage the community while accelerating skin cancer awareness, prevention and research. The fourth annual ride in june 2016 drew more than 1,700 cyclists and was named one of america's top gran fondo's for 2016. Riders pedaled between 12 miles and 80 miles across the rolling scenic terrain of west michigan. In its first four years, the msu gran fondo raised more than $640,000 with 100% of every dollar raised benefiting skin cancer awareness, prevention and research. Priority health had more than 170 representatives participate in the event, logging more than 7,000 miles and raising more than $10,000 in support of healthy living and cancer research. In addition to the gran fondo, priority health sponsored the move to the beats run/walk benefiting the lifetime foundation, autism alliance of michigan & rock cf, a nonprofit dedicated to increasing the quality of life for people with cystic fibrosis. This race is part of the longstanding arts, beats & eats festival and highlights the importance of healthy living within the community. In 2016, a near record 415,000 visitors attended the festival and over $350,000 was raised for more than 60 local charities. The 2016 annual priority health move to the beats 5k/10k attracted more than 500 runners/walkers and the priority health zumbathon celebration had 1,550 people participate in a huge zumba class-style event at the festival. Priority health also supported girls on the run, a transformational positive youth development program rooted in physical activity for girls in 3rd-8th grade. The program culminates with the girls being physically and emotionally prepared to complete a celebratory 5k running event. The goal of the program is to unleash confidence through accomplishment while establishing a lifetime appreciation of health and fitness. In 2016, priority health contributed $5,000 for the fourth year in a row to benefit the girls on the run program. In addition to t”

“Priority health participates in partnership with the wxyz community action team, an east michigan news channel, to support the community in east michigan. The partnership supports the wxyz tree lighting ceremony and various non-profit projects including habitat for humanity. It also enables priority health to create public service announcements that air throughout the year. In 2016, as well as the two previous years, priority health sponsored $190,000 to support the efforts of the partnership with the wxyz community action team. Priority health conducts free wellness classes throughout the state. The broader community is welcome to attend classes that educate the community in topics such as nutrition, fitness and prevention. Priority health partnered with am yoga to provide monthly community yoga at the grand rapids art museum (gram). Priority health sponsors this program and contributed $5,000 in 2016. This sponsorship provides access to health and wellness that people may not normally be able to afford. The donations from each class are then turned around to provide yoga to other areas and communities that may not have access. Priority health partnered with forgotten harvest to launch a corporate giving program called fuel the fight against hunger. Through this program, priority health committed to sponsoring the fuel cost for one forgotten harvest truck for an 18 month period in order to deliver fresh, healthy food at no charge to families in need 6 days a week throughout metro detroit. In supporting the cost of one truck associated with the pickup and distribution of healthy food items to families struggling with food insecurity and hunger, priority health is making strides in impacting population health in the southeast michigan community, with special focus on the at-risk and underserved. In 2016, priority health contributed $10,000 to support the fuel the fight against hunger. In 2016, priority health contributed $15,000 to the american heart association's (aha) program called go red for women designed to create awareness of the issue of women and heart disease. Financial support helps fund the aha programs and initiatives to advance the mission to build healthier lives, free of cardiovascular diseases and stroke. Priority health supports the aha's goal of seeking ways to increase communication with the public and to create tools and resources to help them manage and prevent heart disease. Priority health contributes over $230,000 annually to provide health and wellness communication to individuals across michigan. Think health, a digital magazine, is released by priority health to support consumers and business owners as they make health care decisions. Think health features priority health experts as well as other thought leaders and third party organizations across the health insurance, health care technology and fitness industries. The site also highlights personal stories from individuals looking to improve their health and inspire others, as well as insider tips on how to get involved in activity-related events across michigan. In total, priority health supported health and social welfare activities via contributions of over $750,000 in 2016 in an effort to improve health services and conditions in neighborhoods, workplaces, and schools throughout the communities it serves.”

“Priority 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 115,000 michiganders have chosen a priority health medicare advantage plan, and more than 13,000 chose a priority health medicare supplement plan, also known as medigap. Priority health's medicare program has one of the lowest hospital readmission rates in the country. Priority health strives to work with the community and make medicare simple to understand. That is why it wrote and published "medicare advantage for dummies." it was written by priority health, in cooperation with wiley publishing, owners of the dummies series. The book has been distributed free to over 255,000 people across michigan and is now available electronically as an e-book. As a result of priority health's work with the community and dedication to offering plans that deliver high quality, its medicare hmo-pos advantage plans have received the accreditation status of "commendable," and all 2016 medicare advantage plans with prescription drug coverage were awarded at least 4 out of 5 stars by cms. The medicare star ratings indicate how well a health plan performs overall; the better the star rating, the better the care is delivered. Of the 38 quality and improvement metrics used to determine our overall quality rating of 4.0, approximately 45% of the metrics were 5 star. Priority health is able to provide its members high quality medicare advantage plans while remaining among the lowest cost (risk and benefit adjusted) plans in the country. Medicare advantage members can enroll either individually, or through an employer group. During the 2016 medicare annual enrollment period (aep), priority health enrolled 52% of the individuals who purchased a mapd plan in michigan from october 15 - december 7, 2015. Priority health's medicare advantage enrollment includes about 94,000 individual advantage members, or just over 30% of the total individual medicare advantage market, making priority health the leader in michigan. Medicare advantage is offered in all 68 counties in michigan's lower peninsula. Priority health's network has more than 35,500 providers. In 2012, priority health launched home based primary care (hbpc) as a pilot with our affiliate, spectrum health medical group (shmg). 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. Most of the patients in the program are members of priority health's medicare advantage program, although some are covered by medicaid or private insurance. In 2016, priority health engaged more than 600 patients with advanced illness which resulted in nearly $3 million savings by reaching members enrolled in hbpc programs. In 2014, priority health partnered with tandem365 for a pilot program designed to deliver complex care management services to vulnerable seniors. Similar to hbpc, tandem365 is an innovative concept aimed at helping older adults navigate the complexities of health care while enabling them to remain in their homes. Through the engagement of 150 pilot members, the average health care cost per member decreased by 30.2%, er visits decreased by 46.2%, specialty visits decreased by 22.8%, and outpatient visits decreased by 13.4%. In 2016, priority health entered a three-year contract with tandem365 to continue offering these services. As a result, tandem365 served approximately 440 seniors in two michigan counties (kent and ottawa), w”

“The organization's financial statements are audited annually by an independent accounting firm. The "No" response to these questions relates to the fact that the GAAP basis financial statements were prepared on a consolidated basis and not on a stand alone basis. 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).”

“All employees of priority health were employed during the year by spectrum health system (38-3382353) and leased back to priority health. Salaries and wages, employee benefits and payroll taxes are allocated to priority health via a management fee. The salaries and wages reported in part ix statement of functional expenses reflects the portion of salaries and wages allocated to priority health. Spectrum health system filed all applicable irs tax filings including forms w-2 and w-3 on behalf of priority health.”

“Change in nonadmitted assets - -18120977; Net unrealized gain(loss) on subsidiaries - 13615474; Change in surplus notes - -6039572;”

“The organization's financial statements are audited annually by an independent accounting firm. The organization issued GAAP basis financial statements which are prepared on a consolidated basis and not on a stand alone basis. 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).”