Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 3 | AS OF JANUARY 1, 2022, THE ORGANIZATION CEASED TO OPERATE AS AN ACTIVE HMO BUT RETAINED ITS LICENSE. THE ORGANIZATION 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. |
| 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 |
| 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 TOTAL HEALTH CARE, INC. IS THE SOLE MEMBER OF TOTAL HEALTH CARE USA, INC. |
| FORM 990, PART VI, LINE 7A | MEMBERS OR STOCKHOLDERS ELECTING MEMBERS OF GOVERNING BODY THE MEMBERS OF TOTAL HEALTH CARE, INC., A RELATED 501(C)(4) ORGANIZATION, ARE ABLE TO APPOINT THE BOARD OF TOTAL HEALTH CARE USA, INC. |
| FORM 990, PART VI, LINE 11A | 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 USA, 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 DIVIDENDS PAID TO PARENT - $(29,600,000) CHANGE IN NON-ADMITTED ASSETS - $ 140,540 ================ TOTAL - $(29,459,460) |
| 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). |
| FORM 990, PART XII, LINE 2C | AUDITED FINANCIAL STATEMENTS AS A RESULT OF PRIORITY HEALTH'S ACQUISITION OF TOTAL HEALTH CARE USA, INC., THE PRIORITY HEALTH FINANCE AND AUDIT COMMITTEE ASSUMED RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. |
| FORM 990 PART IX LINE 11G | DESCRIPTION:ADMINISTRATIVE EXPENSE TOTAL FEES:1807163 |
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