Form990


Department of the TreasuryInternal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
Do not enter social security numbers on this form as it may be made public.
Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
A For the 2023 calendar year, or tax year beginning 01-01-2023 , and ending 12-31-2023
BCheck if applicable:
CName of organization
PRIORITY HEALTH
 
 
Doing business as
 
 
Number and street (or P.O. box if mail is not delivered to street address)
100 COREWELL DR NW ATTN TAX MC6
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
GRAND RAPIDS, MI49503
D Employer identification number

38-2715520
E Telephone number

G Gross receipts $ 11,148,819,514
F Name and address of principal officer:
PRAVEEN THADANI
1231 E BELTLINE AVE NE
GRAND RAPIDS,MI49525
I
Tax-exempt status: ( 4 ) (insert no.) or
J
Website:
WWW.PRIORITYHEALTH.COM
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. See instructions.
H(c)
Group exemption number  
K Form of organization:  
L Year of formation: 1986
M State of legal domicile: MI
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: IN ADDITON TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE.
2 Check this box
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 17
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 14
5 Total number of individuals employed in calendar year 2023 (Part V, line 2a) ...... 5 0
6 Total number of volunteers (estimate if necessary) ............. 6 14
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a -42,115
b Net unrelated business taxable income from Form 990-T, Part I, line 11 ......... 7b 0
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 4,693,955,658 5,370,331,220
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 112,782,572 47,833,627
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 201,956 -291,215
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) 4,806,940,186 5,417,873,632
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 0
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 4,200,226,958 4,806,745,113
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 298,899,376 0
16a Professional fundraising fees (Part IX, column (A), line 11e) ..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) 0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 203,677,602 593,137,749
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 4,702,803,936 5,399,882,862
19 Revenue less expenses. Subtract line 18 from line 12....... 104,136,250 17,990,770
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 1,979,660,437 2,147,971,026
21 Total liabilities (Part X, line 26)............. 704,252,394 734,060,652
22 Net assets or fund balances. Subtract line 21 from line 20..... 1,275,408,043 1,413,910,374
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
Signature of officer Date
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name

Firm's EIN
Firm's address



Phone no.
May the IRS discuss this return with the preparer shown above? See Instructions. ..........
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y Form 990 (2023)
Form 990 (2023)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III..............
1
Briefly describe the organization’s mission: IN ADDITON TO THE PURPOSES STATED IN OUR BYLAWS WE USE THE FOLLOWING MISSION: TO IMPROVE HEALTH, INSTILL HUMANITY AND INSPIRE HOPE.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .....................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program
services? ...........................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 2,717,756,380 including grants of $ 0 ) (Revenue $ 2,760,281,129 )
PRIORITY HEALTH HMO: SEE SCHEDULE OPRIORITY HEALTH HMOPRIORITY HEALTH IS AN INTEGRAL PART OF COREWELL HEALTH, AN INTEGRATED NOT-FOR-PROFIT HEALTH SYSTEM SERVING COMMUNITIES THROUGHOUT MICHIGAN. PRIORITY HEALTH'S MISSION, LED BY ITS COMMUNITY BOARD, STRIVES TO RETURN VALUE TO THE COMMUNITIES SERVED BEYOND THE PROVISION OF HEALTH CARE TO ITS MEMBERS. PRIORITY HEALTH HAS BUILT A LONG HISTORY OF OFFERING MICHIGAN EMPLOYERS AND INDIVIDUALS PROGRESSIVE PRODUCTS AND INNOVATIVE PROGRAMS INTENDED TO KEEP COSTS DOWN AND MEMBERS HEALTHY. ITS BROAD PORTFOLIO OF PRODUCTS AND SERVICES INCLUDES TRADITIONAL MEDICAL PLANS AS WELL AS HSA'S, HRA'S AND OTHER CONSUMER-DRIVEN PRODUCTS. PRIORITY HEALTH HAS CONSISTENTLY MAINTAINED ACCREDITED STATUS WITH A 4.5 OUT OF 5 STAR RATING FOR ITS HMO PRODUCTS FROM THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA), AN INDEPENDENT MANAGED CARE ACCREDITING BODY. PRIORITY HEALTH HAS ALSO MAINTAINED AN "A" (EXCELLENT) FINANCIAL STRENGTH RATING FOR SEVEN CONSECUTIVE YEARS FROM A.M. BEST, A HEALTH INSURANCE RATINGS AGENCY, RECOGNIZING THE FINANCIAL STRENGTH OF THE ORGANIZATION AND FOCUS ON MANAGING THE COST OF HEALTH CARE FOR ITS COMMUNITY.IN EARLY 2020, PRIORITY HEALTH BECAME THE SOLE MEMBER OF TOTAL HEALTH CARE, INC., A HEALTH PLAN BASED IN SOUTHWEST MICHIGAN. THE MEDICAID BUSINESS WAS INTEGRATED INTO PRIORITY HEALTH CHOICE, INC. WHILE THE COMMERCIAL BUSINESS WAS INTEGRATED INTO PRIORITY HEALTH IN 2022. AS PART OF THIS TRANSACTION, A FOUNDATION WAS ESTABLISHED TO WHICH PRIORITY HEALTH COMMITTED $25 MILLION TO FOCUS ON IMPROVING HEALTH IN DETROIT AREA COMMUNITIES. THE FOUNDATION WILL SUPPORT AND INVEST IN HEALTH CARE INITIATIVES THAT INCREASE ACCESS, IMPROVE OUTCOMES, AND HAVING A MEANINGFUL IMPACT ON THE LIVES OF THE PEOPLE IN AND AROUND THE CITY OF DETROIT. TO DATE, THE PRIORITY HEALTH TOTAL HEALTH FOUNDATION HAS GIVEN MORE THAN $14 MILLION TO MORE THAN 90 ORGANIZATIONS SERVING THE DETROIT AND SOUTHEAST MICHIGAN AREAS.PRIORITY HEALTH'S MAJORITY SHAREHOLDER, COREWELL HEALTH IS A NOT-FOR-PROFIT HEALTH SYSTEM THAT PROVIDES CARE AND COVERAGE WITH AN EXCEPTIONAL TEAM OF 65,000+ DEDICATED PEOPLE-INCLUDING MORE THAN 12,000 PHYSICIANS AND ADVANCED PRACTICE PROVIDERS IN 21 HOSPITALS, 300+ OUTPATIENT LOCATIONS AND SEVERAL POST-ACUTE FACILITIES. COREWELL HEALTH PROVIDED OVER $1 BILLION IN COMMUNITY BENEFIT DURING CALENDAR YEAR 2023.THE AFFORDABLE CARE ACT (ACA) ADDED NEW REQUIREMENTS THAT HOSPITAL ORGANIZATIONS MUST SATISFY IN ORDER TO MAINTAIN TAX EXEMPT STATUS UNDER IRC SECTION 501(C)(3). ONE OF THE REQUIREMENTS UNDER THIS ACT IS TO CONDUCT A COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA) AND ADOPT AN IMPLEMENTATION STRATEGY AT LEAST ONCE EVERY THREE YEARS. COREWELL HEALTH COMPLETED SEVERAL IMPLEMENTATION PLANS IDENTIFYING THE COMMUNITY HEALTH NEEDS AND IMPLEMENTATION PLAN GOALS FOR EACH COREWELL HEALTH HOSPITAL. ONE NEED IDENTIFIED IN THE CHNA'S IS ACCESS TO HEALTH CARE, WHICH INCLUDES IMPROVING ACCESS TO AFFORDABLE HEALTH CARE FOR ALL COMMUNITY MEMBERS. IN ADDITION, ALL COMMUNITY MEMBERS SHOULD HAVE ACCESS TO PREVENTIVE CARE AND MEDICAL HOME CARE, INCLUDING THE UNINSURED AND LOW-INCOME WORKING INDIVIDUALS. COREWELL HEALTH WORKS CLOSELY WITH PRIORITY HEALTH TO ACHIEVE THE IDENTIFIED NEEDS AND GOALS.PRIORITY HEALTH PURSUES INITIATIVES THAT SUPPORT THE TRIPLE AIM OF ENHANCING THE QUALITY AND EXPERIENCE OF CARE FOR THE PATIENT, IMPROVING THE HEALTH OF POPULATIONS, AND REDUCING THE COSTS OF HEALTHCARE. IN THE TAX YEAR, PRIORITY HEALTH LOWERED HEALTH COSTS ACROSS ALL LINES OF BUSINESS BY OVER $20 MILLION IN INCREMENTAL SAVINGS THROUGH NEW OR EXPANDED MANAGED CARE INITIATIVES AND CHRONIC DISEASE MANAGEMENT PROGRAMS. THESE PROGRAMS INFLUENCE PHYSICIAN PRACTICES, PROMOTE APPROPRIATE HEALTH CARE UTILIZATION AND INCREASE QUALITY, WHICH EXTENDS BEYOND PRIORITY HEALTH'S MEMBERS. IN ADDITION TO THE MANAGED CARE SAVINGS ABOVE, PRIORITY HEALTH PURSUES INITIATIVES TO PREVENT INDIVIDUALS FROM DEVELOPING CHRONIC DISEASES, AS WELL AS INITIATIVES TO BETTER MANAGE INDIVIDUALS WHO ALREADY HAVE CHRONIC DISEASES.PRIORITY HEALTH HAS BEEN A LEADER IN PATIENT-CENTERED CARE AND HAS A PROVEN RECORD OF WORKING WITH PHYSICIANS TO IMPROVE HEALTH OUTCOMES. THROUGH ITS PARTNERS IN PERFORMANCE PROGRAM, PRIORITY HEALTH ENCOURAGES AND REWARDS THE QUALITY CARE PROVIDED BY PRIMARY CARE PHYSICIANS. THE PHYSICIANS AND PRACTICES SELECTED FOR THE PRIORITY HEALTH QUALITY AWARDS HAVE ACHIEVED THE HIGHEST OVERALL SCORES FOR ENSURING PATIENTS RECEIVE PREVENTIVE CARE, CONTROL CHRONIC DISEASE AND HAVE A GOOD EXPERIENCE. EACH AWARD RECIPIENT IS SELECTED BY ANALYZING THE RESULTS OF THE PRIORITY HEALTH PRIMARY CARE PROVIDER INCENTIVE PROGRAM, A PROGRAM THAT TRACKS CLINICAL QUALITY MEASURES AGAINST NATIONAL STANDARDS AND EVIDENCE-BASED MEDICINE.PRIORITY HEALTH PAID PRIMARY CARE PROVIDERS MORE THAN $52 MILLION IN 2024 BASED ON THEIR PERFORMANCE IN 2023 (LINES OF BUSINESS). THE PROGRAM'S SUCCESS IS CLEARLY DEMONSTRATED BY THE NUMBER OF PRIORITY HEALTH MEDICARE MEMBERS WHO RECEIVE PREVENTIVE SCREENINGS. IN 2023, MORE THAN 81% OF PRIORITY HEALTH MEDICARE MEMBERS RECEIVED ROUTINE COLORECTAL CANCER SCREENING EXAMS COMPARED TO A NATIONAL AVERAGE OF 69%. 83% OF MEDICARE MEMBERS RECEIVED RECOMMENDED BREAST CANCER SCREENING COMPARED TO THE NATIONAL AVERAGE OF 71%. PRIORITY HEALTH SHARES RISK WITH PROVIDERS AND EMPLOYERS BY OFFERING THESE INCENTIVES AND OTHER RISK SHARING ARRANGEMENTS. THIS PROMOTES LOWER OVERALL HEALTH CARE COSTS AND IMPROVED QUALITY TO THE COMMUNITY.IN 2015, PRIORITY HEALTH LAUNCHED A COST ESTIMATOR TOOL TO HELP MEMBERS CALCULATE THEIR OUT-OF-POCKET COSTS TO FIND THE MOST AFFORDABLE SERVICES. THE ONLINE COST ESTIMATOR TOOL DISPLAYS PRIORITY HEALTH SPECIFIC FEES FOR 300 COMMON HEALTH CARE PROCEDURES. THE COST ESTIMATOR RECOMMENDS LOWER-COST DOCTOR/FACILITY OPTIONS TO HELP ENSURE MEMBERS GET THE HIGHEST-QUALITY CARE AT THE BEST PRICE. THIS INNOVATIVE TOOL SUPPORTS PRIORITY HEALTH'S CONTINUED MARKET LEADERSHIP IN TRANSPARENCY AND LOWERS THE COST OF CARE TO THE COMMUNITY. SINCE LAUNCHING IN 2015, THE COST ESTIMATOR HAS RESULTED IN CUMULATIVE SHARED SAVINGS OF MORE THAN $17 MILLION.THE PRIORITY HEALTH THIRD PARTY LIABILITY (TPL) TEAM HAS CONSISTENTLY IMPROVED OUTCOMES BY INCREASING SAVINGS THROUGH AUDIT, ANALYSIS, AND THOROUGH ACCOUNT EVALUATION. WITH EMPHASIS ON IMPROVING BOTH MEMBER AND PROVIDER SATISFACTION, PROGRAM IMPROVEMENTS WERE MADE AT THE END OF 2019 TO EXPEDITE LIABILITY DETERMINATIONS BY FOCUSING ON COST CONTAINMENT EFFORTS AND DRIVING CONTINUOUS IMPROVEMENT IN ALL AREAS OF THE DEPARTMENT, THE TPL TEAM HAS BEEN ABLE TO CREATE EFFICIENCIES WHILE REALIZING PROGRAM SAVINGS OF OVER $29 MILLION.THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) ADOPTED THE OBAMA ADMINISTRATION'S EXTENSION OF THE TRANSITIONAL "AS IS" POLICY. THIS DECISION ALLOWS INSURERS TO DECIDE WHETHER THEY WOULD CONTINUE OFFERING POLICIES THAT ARE NOT COMPLIANT WITH THE ACA, WHICH BECAME PERMISSIBLE WHEN THE FEDERAL GOVERNMENT DELAYED THE REQUIRED SHIFT TO ACA-APPROVED INSURANCE COVERAGE. WHILE MAJOR COMPETITORS HAVE SHUT DOWN PLANS, PRIORITY HEALTH CONTINUES TO OFFER AN EXTENSION OF ITS PRE-ACA INDIVIDUAL AND HEALTH PLANS TO SUBSCRIBERS AS LONG AS PERMITTED BY REGULATORY GUIDANCE. THE DECISION TO EXTEND PLANS IS CONSISTENT WITH PRIORITY HEALTH'S COMMITMENT TO PROVIDE INDIVIDUALS WITH FLEXIBILITY AND CHOICE.
4b (Code:   ) (Expenses $ 2,568,290,357 including grants of $ 0 ) (Revenue $ 2,608,476,410 )
PRIORITY HEALTH SENIOR MARKETS (MEDICARE ADVANTAGE AND MEDICARE SUPPLEMENT): SEE SCHEDULE OPRIORITY HEALTH BEGAN OFFERING MEDICARE ADVANTAGE PLANS IN JULY 2005 AND MEDICARE ADVANTAGE PLANS WITH PRESCRIPTION DRUG COVERAGE IN JANUARY 2006. ITS MEDICARE ADVANTAGE PLANS VARY IN PRICE BASED ON WHERE MEMBERS LIVE AND WHAT BENEFITS THEY NEED. MORE THAN 246,000 MICHIGANDERS HAVE A PRIORITY HEALTH MEDICARE ADVANTAGE PLAN, AND NEARLY 17,500 CHOSE A PRIORITY HEALTH MEDICARE SUPPLEMENT PLAN, ALSO KNOWN AS MEDIGAP.AS A RESULT OF PRIORITY HEALTH'S WORK WITH THE COMMUNITY AND DEDICATION TO DELIVERING HIGH QUALITY COVERAGE, ITS MEDICARE ADVANTAGE HMO-POS AND PPO PLANS WERE ACCREDITED WITH THE NATIONAL CENTER FOR QUALITY ASSURANCE (NCQA), WITH OUR HMO-POS PLANS EARNING A 4.5 RATING OUT OF 5. PRIORITY HEALTH'S MEDICARE ADVANTAGE PLANS WITH PRESCRIPTION DRUG COVERAGE WERE ALSO AWARDED 5 OUT OF 5 STARS BY THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS). THE MEDICARE STAR RATINGS INDICATE HOW WELL A HEALTH PLAN PERFORMS OVERALL; THE BETTER THE STAR RATING, THE HIGHER QUALITY CARE AND EXPERIENCE IS DELIVERED. OF THE 42 QUALITY AND IMPROVEMENTS METRICS USED TO DETERMINE OUR OVERALL QUALITY RATING OF 4.0, APPROXIMATELY 75% OF THE METRICS WERE EITHER 4 OR 5 STARS. PRIORITY HEALTH IS ABLE TO PROVIDE ITS MEMBERS HIGH QUALITY MEDICARE ADVANTAGE PLANS WHILE REMAINING AMONG THE LOWEST COST PLANS IN THE COUNTRY.MEDICARE ADVANTAGE MEMBERS CAN ENROLL EITHER INDIVIDUALLY, OR THROUGH AN EMPLOYER GROUP. DURING THE 2023 MEDICARE ANNUAL ENROLLMENT PERIOD (AEP). PRIORITY HEALTH'S MEDICARE ADVANTAGE ENROLLMENT INCLUDES ABOUT 246,000 INDIVIDUAL ADVANTAGE MEMBERS OF THE TOTAL INDIVIDUAL MEDICARE ADVANTAGE MARKET, MAKING PRIORITY HEALTH THE LEADER IN MICHIGAN. PRIORITY HEALTH INDIVIDUAL MEDICARE ADVANTAGE PLANS ARE OFFERED IN ALL 68 COUNTIES IN MICHIGAN'S LOWER PENINSULA, WITH 9 OUT OF 10 PRIMARY CARE PROVIDERS AND ALL MAJOR HOSPTIAL SYSTEMS IN OUR NETWORK IN THE LOWER PENINSULA. WITH 98% OF PROVIDERS, INCLUDING ALL MAJOR HOSPITAL SYSTEMS, IN OUR NETWORK. PRIORITY HEALTH'S NETWORK HAS NEARLY 45,000 PROVIDERS.IN 2012, PRIORITY HEALTH LAUNCHED HOME BASED PRIMARY CARE (HBPC) AS A PILOT WITH OUR AFFILIATE, COREWELL HEALTH MEDICAL GROUP (CHMG). HBPC BRINGS THE CARE TEAM INTO THE HOME OF PATIENTS THAT ARE AT THE FAR END OF THE POPULATION HEALTH CONTINUUM, THE ADVANCED CHRONICALLY ILL, WHOSE MULTIPLE MEDICAL CONDITIONS ARE COMPLICATED BY FUNCTIONAL AND/OR COGNITIVE LIMITATIONS THAT MAKE IT DIFFICULT FOR THEM TO ADEQUATELY ACCESS THE TRADITIONAL AMBULATORY PHYSICIAN OFFICE. IN ADDITION TO PRIORITY HEALTH CHANGING HOW THE PATIENT ACCESSES THEIR CARE, THERE IS NOW A TEAM BASED MODEL OF CARE TO MEET ALL THE NEEDS OF THE PATIENT. PRIORITY HEALTH CONTINUED ITS ENGAGEMENT WITH PATIENTS HAVING ADVANCED ILLNESS IN PARTNERSHIP WITH COREWELL HEALTH MEDICAL GROUP AND TWO OTHER CONTRACTED PROVIDERS WHICH RESULTED IN OVER $22.3 MILLION IN SAVINGS BY REACHING MEMBERS ENROLLED IN HBPC PROGRAMS.CHRONIC CONDITIONS ARE LEADING CONTRIBUTORS TO RISING HEALTH CARE COSTS NATIONWIDE. TO ADDRESS THIS, PRIORITY HEALTH LAUNCHED THE MEDICATION THERAPY MANAGEMENT (MTM) PILOT PROGRAM WITH ITS MEDICARE MEMBERS. THE MTM PILOT PROGRAM OFFERED PRIORITY HEALTH MEDICARE MEMBERS THE OPPORTUNITY TO MEET ONE-ON-ONE WITH PHARMACISTS TO REVIEW ALL OF THEIR MEDICATIONS INCLUDING PRESCRIPTIONS, OVER-THE-COUNTER DRUGS, AND HERBAL AND VITAMIN SUPPLEMENTS. COMPLEX MEDICATION REGIMENS CREATE SIGNIFICANT CHALLENGES FOR PATIENTS LIVING WITH CHRONIC ILLNESS, THEIR CAREGIVERS, HEALTH CARE PROVIDERS AND THE HEALTH CARE SYSTEM AS A WHOLE. THE IMPACT OF MEDICATION-RELATED PROBLEMS CAN BE MINIMIZED THROUGH A STRUCTURED MTM PROGRAM THAT USES PHARMACISTS COLLABORATING WITH THE PATIENT AND THE PATIENT'S HEALTH CARE PROVIDERS. RETAIL AND OFFICE-BASED PHARMACISTS WILL COLLABORATE WITH PATIENTS AND PROVIDERS TO ADDRESS DRUG-RELATED PROBLEMS AND COMPLETE COMPREHENSIVE MEDICATION REVIEWS.IN 2015, PRIORITY HEALTH EXPANDED ITS MTM PROGRAM TO COMMERCIAL AND MEDICAID MEMBERS. WITH THIS MOVE, PRIORITY HEALTH BECAME THE FIRST HEALTH PLAN IN THE STATE TO EXPAND THE PROGRAM TO BOTH ITS MEDICARE AND EMPLOYER-SPONSORED HEALTH PLANS.IN 2017, PRIORITY HEALTH RECEIVED A PINNACLE AWARD FOR ITS MEDICARE CARE MANAGEMENT HYBRID PROGRAM. THE CARE MANAGEMENT TEAM UNDERSTANDS AND ACKNOWLEDGES THAT SOCIAL DETERMINANTS OF HEALTH IMPACT DISEASE MANAGEMENT. WHILE DATA SCIENCE CONTINUES TO EVOLVE AND IMPROVE IN ITS ABILITY TO IDENTIFY THESE NON-CLAIMS DRIVEN INDICATORS OF RISK, IT IS DIFFICULT FOR THE USUAL METHODS OF CARE MANAGEMENT TO IDENTIFY AND ADDRESS THEM.PRIORITY HEALTH LAUNCHED ITS HYBRID PROGRAM AS AN AT-HOME CARE MANAGEMENT PROGRAM TO ADDRESS THE FULL BURDEN OF ILLNESS AND SOCIO-DEMOGRAPHIC RISK FACTORS FOR MEDICARE MEMBERS. AS A RESULT, PRIORITY HEALTH HAS OBSERVED LOWER ADMISSION RATES THAN STATE AND NATIONAL AVERAGES THANKS IN PART TO INTERDISCIPLINARY TEAMS THAT PROVIDE A QUICK RESPONSE TO CONDITION DESTABILIZATION.IN 2018, PRIORITY HEALTH ADDED ADDITIONAL FUNCTIONALITY TO ITS COST ESTIMATOR TOOL ENABLING MEDICARE ADVANTAGE MEMBERS TO ACCESS REAL-TIME COST INFORMATION ON PRESCRIPTION DRUGS, HELPING MEMBERS PAY LESS BY SWITCHING TO A LOWER PRICED ALTERNATIVE, USING A PREFERRED PHARMACY, OR OPTING FOR MAIL ORDER. MORE THAN 6,000 PRESCRIPTIONS ARE AVAILABLE VIA THE COST ESTIMATOR TOOL INCLUDING PILLS, CHEWABLES, AND CAPSULE DRUGS. WHEN A MEDICATION IS PRICED THROUGH THE TOOL, MEMBERS HAVE THE OPTION TO VIEW MORE AFFORDABLE ALTERNATIVES AND SEE EXACT COSTS AT THEIR PREFERRED PHARMACIES, WHICH COULD PROVIDE SIGNIFICANT SAVINGS TO THOSE MEMBERS WHO REQUIRE SOME OF THE MOST EXPENSIVE DRUGS IN THE MARKET.
4c (Code:   ) (Expenses $ 1,549,437 including grants of $ 0 ) (Revenue $ 1,573,681 )
PRIORITY HEALTH WELLNESS: SEE SCHEDULE OPREVENTION AND WELLNESS HAVE BEEN THE FOUNDATION OF PRIORITY HEALTH'S APPROACH TO HEALTH CARE. PRIORITY HEALTH PROVIDES WELLNESS TOOLS AND RESOURCES VIA AN ONLINE WELLBEING PLATFORM WITHIN ITS COMMERCIAL STANDARD HEALTH PLANS. IT ALSO OFFERS A STANDARDIZED, BEST-IN-CLASS WELLBEING ENGAGEMENT PROGRAM NAMED PRIORITYWELL TO EMPOWER THEIR EMPLOYEES TO PURSUE HEALTHIER LIFESTYLES. IN ADDITION TO THE HEALTH PLAN OFFERINGS, PRIORITY HEALTH PARTICIPATES IN, AND SPONSORS, WELLNESS PROGRAMS FOR THE COMMUNITY AT LARGE TO IMPROVE THE HEALTH OF ALL PEOPLE, NOT JUST MEMBERS. PRIORITY HEALTH'S WELLNESS PROGRAMS ADDRESSES THE OVERALL WELLBEING OF ITS MEMBERS. EMPLOYERS ARE ABLE TO SUPPORT THE OVERALL WELLBEING OF THEIR EMPLOYEES AND IMPROVE ENGAGEMENT, SATISFACTION AND PRODUCTIVITY, ULTIMATELY RESULTING IN IMPROVED TALENT RETENTION AND A HEALTHIER WORKFORCE. PRIORITY HEALTH PARTNERS WITH EMPLOYERS TO HELP THEM DELIVER TARGETED, SMART PROGRAMS THAT EFFECTIVELY IMPROVE EMPLOYEE PHYSICAL AND EMOTIONAL HEALTH WHILE ALSO IMPROVING WORKPLACE MORALE AND REDUCING OVERALL HEALTH COSTS WITH A PERSONALIZED WELLBEING APPROACH. ADDITIONALLY, DISEASE PREVENTION AND INTERVENTION PROGRAMS ARE AVAILABLE TO MEMBERS THROUGH A DIGITAL ENGAGEMENT ENVIRONMENT.PRIORITY HEALTH OFFERS A WELLBEING HUB, WHICH OFFERS A PERSONALIZED ONLINE WELLNESS EXPERIENCE TAILORED TO EACH EMPLOYEE'S INDIVIDUAL NEEDS. THE WELLBEING HUB, AVAILABLE TO ALL PRIORITY HEALTH MEMBERS, OFFERS MEMBERS ACCESS TO CONTENT AND TOOLS CENTERED ON SUPPORTING STRESS MANAGEMENT, NUTRITION, WEIGHT LOSS, QUITTING TOBACCO, CHRONIC CONDITION MANAGEMENT, FINANCIAL SUPPORT, SLEEP HEALTH AND MORE. PRIORITY HEALTH SPONSORS MANY COMMUNITY EDUCATION PROGRAMS, HEALTH FAIRS, WALKS/RUNS/TRIATHLONS AND NEWSLETTERS.PRIORITY HEALTH HAS DEVELOPED AN INNOVATIVE DIGITAL MEMBER OUTREACH PROGRAM THAT RELIES ON THOUSANDS OF DATASETS AND PREDICTIVE ANALYTICS TO HELP EDUCATE AND INFORM OUR MEMBERS. USING THIS DATA-DRIVEN APPROACH, PRIORITY HEALTH IS ABLE TO GAIN INSIGHTS INTO CHALLENGES OUR MEMBERS MAY FACE AND IDENTIFY ACTIONS THEY CAN TAKE TO IMPROVE OR PROTECT THEIR HEALTH. BASED ON THIS INFORMATION, PRIORITY HEALTH DELIVERS PERSONALIZED MESSAGING ON A VARIETY OF PLATFORMS TO HELP MEMBERS GET THE MOST FROM THEIR PLAN. AS AN EXAMPLE, DURING THE COVID-19 PANDEMIC, PRIORITY HEALTH TARGETED UNVACCINATED MEMBERS TO ENCOURAGE THEM TO GET THE VACCINE, RESULTING IN A SIGNIFICANT INCREASE IN VACCINATIONS FOR THOSE WHO RECEIVED THE MESSAGE. ADDITIONALLY, THE HEALTH PLAN DELIVERED EDUCATIONAL NEWS THROUGH PRINTED PIECES TO MEDICARE MEMBERS, THE MEDICARE QUICK START GUIDE AND THE HEALTH JOURNAL.
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expenses5,287,596,174
Form 990 (2023)
Form 990 (2023)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A.....................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors? See instructions. ...
2
 
No
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I.............
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II.........
4
 
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Rev. Proc. 98-19? If "Yes," complete Schedule C, Part III..
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part IClick to see attachment
List of Attached Documents:
// Content
.........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part IIClick to see attachment
List of Attached Documents:
// Content
....
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"
complete Schedule D, Part IIIClick to see attachment
List of Attached Documents:
// Content
..............
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IVClick to see attachment
List of Attached Documents:
// Content
..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi endowments? If "Yes," complete Schedule D, Part V......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X, as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete
Schedule D, Part VI. Click to see attachment
List of Attached Documents:
// Content
...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIClick to see attachment
List of Attached Documents:
// Content
.......
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIIClick to see attachment
List of Attached Documents:
// Content
.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IXClick to see attachment
List of Attached Documents:
// Content
............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
List of Attached Documents:
// Content
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XClick to see attachment
List of Attached Documents:
// Content
11f
 
No
12a
Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete
Schedule D, Parts XI and XIIClick to see attachment
List of Attached Documents:
// Content
......................
12a
Yes
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
List of Attached Documents:
// Content
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States? .....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV.....
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I. See instructions. ....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.....
21
 
No
Form 990 (2023)
Form 990 (2023)
Page 4
Part IV
Checklist of Required Schedules (continued)
Yes
No
22
Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment
List of Attached Documents:
// Content
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a...............
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds? ...............
24c
 
 
d
Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ....
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I.......................
25b
 
No
26
Did the organization report any amount on Part X, line 5 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........
26
 
No
27
Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?
If "Yes," complete
Schedule L, Part III.........................
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see the Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................
28a
 
No
b
A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....
28b
 
No
c
A 35% controlled entity of one or more individuals and/or organizations described in line 28a or 28b? If "Yes," complete Schedule L, Part IV.....................
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M .................
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II........................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I............Click to see attachment
List of Attached Documents:
// Content
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1.........................Click to see attachment
List of Attached Documents:
// Content
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ...Click to see attachment
List of Attached Documents:
// Content
35b
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............
36
 
 
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VIClick to see attachment
List of Attached Documents:
// Content
37
 
No
38
Did the organization complete Schedule O and provide explanations on Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........
Yes
No
1a
Enter the number reported in box 3 of Form 1096. Enter -0- if not applicable ..
1a
19,572
b
Enter the number of Forms W-2G included on line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
Form 990 (2023)
Form 990 (2023)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance (continued)
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
0
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
2b
 
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ..
4a
 
No
b
If "Yes," enter the name of the foreign country:
See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? ...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? ....................
7a
 
 
b
If "Yes," did the organization notify the donor of the value of the goods or services provided? .....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? .........................
7c
 
 
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?
7e
 
 
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..
7f
 
 
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? ........
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the sponsoring organization make any taxable distributions under section 4966?........
9a
 
 
b
Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources. (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state? .........
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
15
Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see the instructions and file Form 4720, Schedule N.
15
 
No
16
Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.
16
 
No
17
Section 501(c)(21) organizations. Did the trust, or any disqualified or other person engage in any activities that would result in the imposition of an excise tax under section 4951, 4952, or 4953? ..
If "Yes," complete Form 6069.
17
 
 
Form 990 (2023)
Form 990 (2023)
Page 6
Part VI
Governance, Management, and Disclosure. For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response or note to any line in this Part VI..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year
1a
17
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent
1b
14
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
Yes
 
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? .
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
Yes
 
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .......................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe on Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe on Schedule O how this was done...................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
 
No
b
Other officers or key employees of the organization ................
15b
 
No
If "Yes" to line 15a or 15b, describe the process on Schedule O. See instructions.
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the states with which a copy of this Form 990 is required to be filed
18
Section 6104 requires an organization to make its Form 1023 (1024 or 1024-A, if applicable), 990, and 990-T (section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, address, and telephone number of the person who possesses the organization's books and records:
CORPORATE TAX100 COREWELL DR NW MC6481   GRAND RAPIDS,MI49503 (866) 989-7999
Form 990 (2023)
Form 990 (2023)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line in this Part VII..............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See the instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (box 5 of Form W-2, box 6 of Form 1099-MISC, and/or box 1 of Form 1099-NEC) of more than $100,000 from the organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

See the instructions for the order in which to list the persons above.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W-2/1099-MISC/1099-NEC) 		(E)
Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) CHRISTINA FREESE DECKER......................................................................
DIRECTOR/CEO
 1.00
.................
50.00 		X   X       0 5,358,468 1,373,681
(2) PRAVEEN THADANI......................................................................
DIRECTOR/PRESIDENT
 50.00
.................
1.00 		X   X       0 2,618,588 577,316
(3) MATTHEW COX......................................................................
DIRECTOR
 1.00
.................
50.00 		X           0 2,614,072 569,199
(4) ANN HARTEN......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 40,000 0
(5) ALICIA TORRES......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 30,500 0
(6) ELAINE WOOD......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 30,500 0
(7) RICHARD DEVORE......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 28,500 0
(8) MICHAEL SYTSMA......................................................................
DIRECTOR/CHAIR
 1.00
.................
0.00 		X   X       0 28,500 0
(9) BIRGIT KLOHS......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 27,500 0
(10) DOUGLAS DOZEMAN......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 27,000 0
(11) ORA PESCOVITZ......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 25,500 0
(12) GARRICK ROCHOW......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 25,500 0
(13) MINA SOOCH......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 25,500 0
(14) LINDA GILLUM......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 24,000 0
(15) HOWARD MOROF......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 22,500 0
(16) DOUGLAS BAKER......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 0 0
(17) EDWIN NESS......................................................................
DIRECTOR
 1.00
.................
0.00 		X           0 0 0
Form 990 (2023)
Form 990 (2023)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W-2/1099-MISC/1099-NEC) 		(E)
Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) KIMBERLY THOMAS........................................................................
SECRETARY
 50.00
.......................1.00 		    X       0 616,801 177,268
(19) NICHOLAS GATES........................................................................
TREASURER
 50.00
.......................1.00 		    X       0 523,507 127,070
(20) BRIAN KRUPICZEWICZ........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 1,068,058 82,631
(21) JAMES FORSHEE MD........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 759,706 149,757
(22) JOYCE CHAN RUSSELL........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 671,143 106,424
(23) MICHAEL KOZIARA........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................0.00 		          X 0 764,843 0
(24) MICHAEL JASPERSON........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 579,463 132,583
(25) CHRISTOPHER CROOK........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 541,372 150,702
(26) MARTI LOLLI........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................0.00 		          X 0 669,826 0
(27) MEGAN SCHMIDT........................................................................
FORMER KEY EMPLOYEE
 50.00
.......................1.00 		          X 0 459,995 93,784
(28) JIANHUA YU........................................................................
FORMER HIGHEST COMPENSATED
 50.00
.......................0.00 		          X 0 1,434,422 0
(29) MATTHEW STREBECK........................................................................
FORMER HIGHEST COMPENSATED
 50.00
.......................1.00 		          X 0 408,536 82,141
(30) BRIAN FEDORONKO........................................................................
FORMER HIGHEST COMPENSATED
 50.00
.......................1.00 		          X 0 415,963 46,818
(31) ERIN SULLIVAN........................................................................
FORMER HIGHEST COMPENSATED
 50.00
.......................1.00 		          X 0 316,656 35,769
(32) CANDY DAVIS........................................................................
FORMER HIGHEST COMPENSATED
 50.00
.......................1.00 		          X 0 146,206 29,198
1b Sub-Total..............
c Total from continuation sheets to Part VII, Section A..
d Total (add lines 1b and 1c)......... 0 20,303,125 3,734,341
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 0
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such
individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
SAVEON SP LLC

40 LA RIVIERE SUITE 310
BUFFALO,NY14202 		PHARMACY BENEFITS MANAGER 22,635,206
EXPRESS SCRIPTS INSURANCE COMPANY

225 SUMMIT AVE
MONTVALE,NJ07645 		PHARMACY BENEFITS MANAGER 12,869,915
DELTA DENTAL PLAN OF MICHIGAN

16082 COLLECTION CENTER DRIVE
CHICAGO,IL60693 		DENTAL BENEFITS MANAGER 6,063,376
PERFORMANT RECOVERY INC

333 N CANYONS PARKWAY SUITE 100
LIVERMORE,CA94551 		CONSULTING SERVICES 3,814,056
MEDSOLUTIONS INC

400 BUCKWALTER PLACE BLVD
BLUFFTON,SC29910 		UTILIZATION MANAGEMENT 3,283,446
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 11
Form 990 (2023)
Form 990 (2023)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII.............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512 - 514
Contributions, Gifts, Grants, and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues..1b  
c Fundraising events..1c  
d Related organizations1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and similar amounts not included above1f  
g Noncash contributions included in lines 1a - 1f:$ 1g  
h Total. Add lines 1a-1f.......  
Program Service RevenueAmt Business Code
2a HMO 524114 2,760,281,129 2,760,281,129    
b SENIOR MARKETS 524114 2,608,476,410 2,608,476,410    
c WELLNESS 900099 1,573,681 1,573,681    
d
e
f All other program service revenue.        
g Total. Add lines 2a–2f ..... 5,370,331,220
OtherAmtRevenueAmt 3 Investment income (including dividends, interest, and othersimilar amounts) ...... 58,911,540     58,911,540
4 Income from investment of tax-exempt bond proceeds        
5 Royalties...........        
(i) Real (ii) Personal
6a Gross rents 6a 4,226,541  
b Less: rental expenses 6b 4,517,756  
c Rental income or (loss) 6c -291,215  
d Net rental income or (loss)....... -291,215     -249,100
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 7a 5,715,350,213  
b Less: cost or other basis and sales expenses 7b 5,726,428,126  
c Gain or (loss) 7c -11,077,913  
d Net gain or (loss)......... -11,077,913     -11,077,913
8a Gross income from fundraising events (not including $   of contributions reported on line 1c). See Part IV, line 18 ....
8a  
b Less: direct expenses ... 8b  
c Net income or (loss) from fundraising events..      
9a Gross income from gaming activities.
See Part IV, line 19 ...
9a  
b Less: direct expenses ... 9b  
c Net income or (loss) from gaming activities..        
10a Gross sales of inventory, less
returns and allowances ..
10a  
b Less: cost of goods sold .. 10b  
c Net income or (loss) from sales of inventory..        
OtherRevenueMiscAmt
Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ......  
12 Total revenue. See instructions..... 5,417,873,632 5,370,331,220 -42,115 47,584,527
Form 990 (2023)
Form 990 (2023)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX..............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising
expenses
1 Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....    
2 Grants and other assistance to domestic individuals. See Part IV, line 22 ...........    
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............    
4 Benefits paid to or for members ....... 4,806,745,113 4,806,745,113
5 Compensation of current officers, directors, trustees, and key employees ...........        
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........        
7 Other salaries and wages........        
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....        
9 Other employee benefits .......        
10 Payroll taxes ...........        
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 9,264   9,264  
c Accounting ........... 12,023,688 9,618,950 2,404,738  
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 1,084,010   1,084,010  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) 517,938,397 414,350,717 103,587,680  
12 Advertising and promotion .... 7,048,258 5,638,606 1,409,652  
13 Office expenses ....... 5,578,064 4,462,451 1,115,613  
14 Information technology ...... 10,642,288 8,513,830 2,128,458  
15 Royalties ..        
16 Occupancy ........... 1,999,469 1,599,575 399,894  
17 Travel ............ 286,818 229,454 57,364  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials .        
19 Conferences, conventions, and meetings ....        
20 Interest ........... 106,988 106,988    
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..        
23 Insurance ... 450,073 360,058 90,015  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a TAXES ON REGULATORY FEE 35,960,965 35,960,965    
b UBTI EXPENSE 9,467 9,467    
c
d
e All other expenses        
25 Total functional expenses. Add lines 1 through 24e 5,399,882,862 5,287,596,174 112,286,688 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).        
Form 990 (2023)
Form 990 (2023)
Page 11
Part X
Balance Sheet
Check if Schedule O contains a response or note to any line in this Part IX..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ........   1 -33,498,240
2 Savings and temporary cash investments ......... 490,258,013 2  
3 Pledges and grants receivable, net ......   3  
4 Accounts receivable, net ............. 234,694,407 4 281,354,102
5 Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
  6  
7 Notes and loans receivable, net ...........   7  
8 Inventories for sale or use ............   8  
9 Prepaid expenses and deferred charges ......   9  
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 36,440,897
b Less: accumulated depreciation 10b 12,240,610 24,861,063 10c 24,200,287
11 Investments—publicly traded securities . 863,884,320 11 1,799,297,057
12 Investments—other securities. See Part IV, line 11 .....   12  
13 Investments—program-related. See Part IV, line 11 .. 298,359,243 13  
14 Intangible assets ............... 35,394,581 14 48,000,000
15 Other assets. See Part IV, line 11 ........... 32,208,810 15 28,617,820
16 Total assets. Add lines 1 through 15 (must equal line 33)... 1,979,660,437 16 2,147,971,026
Liabilities 17 Accounts payable and accrued expenses ..... 530,360,267 17 550,108,706
18 Grants payable ...   18  
19 Deferred revenue ......... 24,687,435 19 29,286,559
20 Tax-exempt bond liabilities .........   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D   21  
22 Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
  22  
23 Secured mortgages and notes payable to unrelated third parties .. 16,916,589 23 15,671,196
24 Unsecured notes and loans payable to unrelated third parties ..   24  
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D 132,288,103 25 138,994,191
26 Total liabilities. Add lines 17 through 25.. 704,252,394 26 734,060,652
Net Assets or Fund Balance Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27 Net assets without donor restrictions ..........   27  
28 Net assets with donor restrictions ...........   28  
Organizations that do not follow FASB ASC 958, check here right arrow and complete lines 29 through 33.
29 Capital stock or trust principal, or current funds ..... 8,471 29 8,471
30 Paid-in or capital surplus, or land, building or equipment fund ... 122,521,001 30 122,521,001
31 Retained earnings, endowment, accumulated income, or other funds 1,152,878,571 31 1,291,380,902
32 Total net assets or fund balances ........... 1,275,408,043 32 1,413,910,374
33 Total liabilities and net assets/fund balances ........ 1,979,660,437 33 2,147,971,026
Form 990 (2023)
Form 990 (2023)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
5,417,873,632
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
5,399,882,862
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
17,990,770
4
Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..
4
1,275,408,043
5
Net unrealized gains (losses) on investments ...............
5
58,330,620
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
62,180,941
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))
10
1,413,910,374
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII.............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain on
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Uniform Guidance, 2 C.F.R. Part 200, Subpart F?
3a
 
No
b
If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.
3b
 
 
Form 990 (2023)
Form 990 (2023)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
right arrow Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
right arrow Attach to Form 990.
right arrow Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2022
Open to Public Inspection
Name of the organization
PRIORITY HEALTH
 
Employer identification number

38-2715520
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate value of contributions to (during year)    
3 Aggregate value of grants from (during year)    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ...................... 2a  
b Total acreage restricted by conservation easements .................... 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after July 25, 2006, and not on a historic structure listed in the National Register ... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year right arrow  
4
Number of states where property subject to conservation easement is located right arrow  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............
6
Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow  
7
Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenue included on Form 990, Part VIII, line 1 .........................right arrow $  
(ii)
Assets included in Form 990, Part X ...............................right arrow $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:
a
Revenue included on Form 990, Part VIII, line 1 ..........................right arrow $  
b
Assets included in Form 990, Part X ...............................right arrow $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b If "Yes," explain the arrangement in Part XIII and complete the following table: Amount
c Beginning balance ............................. 1c  
d Additions during the year ............................ 1d  
e Distributions during the year .......................... 1e  
f Ending balance ................................ 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....
Part V
Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.
(a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back
1a Beginning of year balance ....          
b Contributions ...          
c Net investment earnings, gains, and losses          
d Grants or scholarships ...          
e Other expenditures for facilities
and programs ... 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment right arrow  
b
Permanent endowment right arrow  
c
Term endowment right arrow  
The percentages on lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) Unrelated organizations .................
3a(i)
 
 
(ii) Related organizations .................
3a(ii)
 
 
b
If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis
(investment) 		(b) Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .....   10,388,000 10,388,000
b Buildings ....   25,842,228 12,029,941 13,812,287
c Leasehold improvements   210,669 210,669 0
d Equipment ....        
e Other .....        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..right arrow 24,200,287
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 3
Part VII
Investments - Other Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) Financial derivatives.........    
(2) Closely-held equity interests........    
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)right arrow  
Part VIII
Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)right arrow  
Part IX
Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........right arrow  
Part X
Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
(1) Federal income taxes  
ACA RISK ADJUSTMENT PAYABLE 104,540,271
PHARMACY SETTLEMENT PAYABLE 26,647,176
DUE TO AFFILIATES 6,625,432
INVESTMENT PAYABLE 1,181,312





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)right arrow 138,994,191
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 5,464,648,023
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains (losses) on investments .... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ........... 2d 47,568,000
e Add lines 2a through 2d ..................... 2e 47,568,000
3 Subtract line 2e from line 1.................. 3 5,417,080,023
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a 1,084,010
b Other (Describe in Part XIII.) ........... 4b -290,401
c Add lines 4a and 4b.................... 4c 793,609
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 5,417,873,632
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 5,390,798,887
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities ......... 2a  
b Prior year adjustments ............ 2b  
c Other losses ................ 2c 35
d Other (Describe in Part XIII.) ........... 2d  
e Add lines 2a through 2d.................... 2e 35
3 Subtract line 2e from line 1................... 3 5,390,798,852
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a 1,084,010
b Other (Describe in Part XIII.) ........... 4b 8,000,000
c Add lines 4a and 4b..................... 4c 9,084,010
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 5,399,882,862
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
Part XI, Line 2d - Other Adjustments: DIVIDEND RECEIVED FROM SUBSIDIARY 65,000,000. OTHER THAN TEMPORARY IMPAIRMENT -17,432,000.
Part XI, Line 4b - Other Adjustments: DISREGARDED ENTITY INTEREST INCOME 815. DISREGARDED ENTITY NET RENTAL ACTIVITY -291,216.
Part XII, Line 4b - Other Adjustments: DISREGARDED ENTITY GOODWILL AMORTIZATION EXPENSE 8,000,000.
Schedule D (Form 990) 2022


Additional Data


Software ID:  
Software Version:  




Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic Attach to Form 990.
medium right arrow graphic Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
Name of the organization
PRIORITY HEALTH
 
Employer identification number

38-2715520
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....
2
 
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? .............
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ....................
5a
 
No
b
Any related organization? .......................
5b
 
No
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ..................
6a
 
No
b
Any related organization? ......................
6b
 
No
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................
8
 
No
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2023

Schedule J (Form 990) 2023
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation in column (B) reported as deferred on prior Form 990
(i) Base
compensation 		(ii) Bonus & incentive
compensation 		(iii) Other reportable compensation
1CHRISTINA FREESE DECKER
DIRECTOR/CEO 		(i)

(ii)		 0
-------------
2,319,878 		0
-------------
2,835,338 		0
-------------
203,252 		0
-------------
1,345,273 		0
-------------
28,408 		0
-------------
6,732,149 		0
-------------
1,411,341
2PRAVEEN THADANI
DIRECTOR/PRESIDENT 		(i)

(ii)		 0
-------------
1,218,900 		0
-------------
1,291,995 		0
-------------
107,693 		0
-------------
550,170 		0
-------------
27,146 		0
-------------
3,195,904 		0
-------------
322,002
3MATTHEW COX
DIRECTOR 		(i)

(ii)		 0
-------------
1,165,187 		0
-------------
1,364,836 		0
-------------
84,049 		0
-------------
540,264 		0
-------------
28,935 		0
-------------
3,183,271 		0
-------------
421,370
4JIANHUA YU
FORMER HIGHEST COMPENSATED 		(i)

(ii)		 0
-------------
0 		0
-------------
0 		0
-------------
1,434,422 		0
-------------
0 		0
-------------
0 		0
-------------
1,434,422 		0
-------------
1,433,583
5BRIAN KRUPICZEWICZ
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
280,737 		0
-------------
105,846 		0
-------------
681,475 		0
-------------
55,930 		0
-------------
26,701 		0
-------------
1,150,689 		0
-------------
104,720
6JAMES FORSHEE MD
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
456,864 		0
-------------
143,456 		0
-------------
159,386 		0
-------------
123,008 		0
-------------
26,749 		0
-------------
909,463 		0
-------------
54,177
7KIMBERLY THOMAS
SECRETARY 		(i)

(ii)		 0
-------------
442,247 		0
-------------
128,738 		0
-------------
45,816 		0
-------------
166,153 		0
-------------
11,115 		0
-------------
794,069 		0
-------------
0
8JOYCE CHAN RUSSELL
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
335,060 		0
-------------
322,448 		0
-------------
13,635 		0
-------------
82,432 		0
-------------
23,992 		0
-------------
777,567 		0
-------------
0
9MICHAEL KOZIARA
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
0 		0
-------------
0 		0
-------------
764,843 		0
-------------
0 		0
-------------
0 		0
-------------
764,843 		0
-------------
762,150
10MICHAEL JASPERSON
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
411,914 		0
-------------
129,256 		0
-------------
38,293 		0
-------------
104,651 		0
-------------
27,932 		0
-------------
712,046 		0
-------------
0
11CHRISTOPHER CROOK
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
385,375 		0
-------------
114,198 		0
-------------
41,799 		0
-------------
122,411 		0
-------------
28,291 		0
-------------
692,074 		0
-------------
0
12MARTI LOLLI
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
0 		0
-------------
0 		0
-------------
669,826 		0
-------------
0 		0
-------------
0 		0
-------------
669,826 		0
-------------
669,767
13NICHOLAS GATES
TREASURER 		(i)

(ii)		 0
-------------
385,520 		0
-------------
113,186 		0
-------------
24,801 		0
-------------
102,360 		0
-------------
24,710 		0
-------------
650,577 		0
-------------
0
14MEGAN SCHMIDT
FORMER KEY EMPLOYEE 		(i)

(ii)		 0
-------------
107,758 		0
-------------
322,448 		0
-------------
29,789 		0
-------------
85,183 		0
-------------
8,601 		0
-------------
553,779 		0
-------------
0
15MATTHEW STREBECK
FORMER HIGHEST COMPENSATED 		(i)

(ii)		 0
-------------
282,816 		0
-------------
100,263 		0
-------------
25,457 		0
-------------
54,285 		0
-------------
27,856 		0
-------------
490,677 		0
-------------
0
16BRIAN FEDORONKO
FORMER HIGHEST COMPENSATED 		(i)

(ii)		 0
-------------
329,051 		0
-------------
79,645 		0
-------------
7,267 		0
-------------
16,500 		0
-------------
30,318 		0
-------------
462,781 		0
-------------
0
17ERIN SULLIVAN
FORMER HIGHEST COMPENSATED 		(i)

(ii)		 0
-------------
273,602 		0
-------------
41,086 		0
-------------
1,968 		0
-------------
8,005 		0
-------------
27,764 		0
-------------
352,425 		0
-------------
0
18CANDY DAVIS
FORMER HIGHEST COMPENSATED 		(i)

(ii)		 0
-------------
121,784 		0
-------------
500 		0
-------------
23,922 		0
-------------
8,177 		0
-------------
21,021 		0
-------------
175,404 		0
-------------
0
Schedule J (Form 990) 2023

Schedule J (Form 990) 2023
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.
Return Reference Explanation
Part I, Line 3 THE FILING ORGANIZATION RELIED UPON A RELATED ORGANIZATION WHO UTILIZED THE FOLLOWING PROCESS IN DETERMINATION OF THE TOP MANAGEMENT OFFICIAL'S COMPENSATION. THE COREWELL HEALTH BOARD OF DIRECTORS (THROUGH ITS COMPENSATION COMMITTEE) USES THE FOLLOWING PROCESS FOR DETERMINING COMPENSATION OF THE TOP MANAGEMENT OFFICIALS, OTHER OFFICERS, AND KEY EMPLOYEES AT COREWELL HEALTH. LABOR MARKET DATA REFLECTING COMPARABLE ORGANIZATIONS AND JOBS (PREPARED BY INDEPENDENT FIRMS) ARE RELIED UPON IN SETTING COMPENSATION LEVELS. COMPETITIVE ASSESSMENT REPORTS ARE PROVIDED TO THE COMPENSATION COMMITTEE IN ADVANCE OF MEETINGS. THE COMPETITIVE ASSESSMENT REPORT IS PREPARED BY A NATIONALLY KNOWN INDEPENDENT EXECUTIVE COMPENSATION FIRM. THE FOLLOWING SURVEYS, PREPARED BY INDEPENDENT FIRMS, WERE THE PRIMARY SOURCES REFERENCED TO OBTAIN COMPARABLE MARKET DATA FOR THE REVIEW: GALLAGHER: 2022 NATIONAL HEALTHCARE LEADERSHIP COMPENSATION SURVEY MERCER: 2023 IHN HEALTHCARE COMPENSATION SURVEY MERCER: 2023 IHP HEALTH PLAN COMPENSATION SURVEY SULLIVANCOTTER, INC: 2023 HEALTH CARE MANAGEMENT AND EXECUTIVE COMPENSATION SURVEY IN ADDITION, TWO GENERAL INDUSTRY SURVEYS WERE REFERENCED FOR SELECT POSITIONS: MERCER: 2023 US EXECUTIVE REMUNERATION SUITE WILLIS TOWERS WATSON: 2023 EXECUTIVE COMPENSATION SURVEY IN ADDITION TO THE ABOVE DATA SOURCES, THE COMPENSATION COMMITTEE APPROVED THE CREATION OF A CUSTOM PEER GROUP OF HIGH PERFORMING INTEGRATED HEALTH SYSTEMS TO ENSURE ROBUST DATA AND A RELEVANT COMPARATOR MARKET. THE PEER GROUP ORGANIZATIONS ARE APPROVED BY THE COMPENSATION COMMITTEE AND CONSISTS OF HEALTHCARE SYSTEMS SIMILAR IN REVENUE SIZE, TALENT MARKET COMPETITORS, HIGH PERFORMERS, FINANCIALLY STABLE AS INDICATED BY BOND RATING AND THAT FOLLOW A SIMILAR STRATEGY (MULTI-SITE SYSTEMS, HEALTH PLANS). COMPARABLE DATA FOR THE APPROVED PEER GROUP IS COMPILED BY THE INDEPENDENT EXECUTIVE COMPENSATION CONSULTING FIRM. COMPENSATION ADJUSTMENTS ARE APPROVED BY COMPENSATION COMMITTEE MEMBERS, CONSISTENT WITH THE COREWELL HEALTH COMPENSATION PHILOSOPHY DESCRIBED BELOW. MINUTES OF COMMITTEE DISCUSSIONS AND DECISIONS ARE PREPARED TO MEMORIALIZE COMPENSATION COMMITTEE DECISIONS BASED UPON THE ABOVE DATA. CASH COMPENSATION DATA RELIED UPON BY THE COMPENSATION COMMITTEE IS NATIONAL AND REFLECTS THE COMPENSATION PAID TO EXECUTIVES IN COMPARABLE JOBS IN COMPARABLY-SIZED HEALTH CARE AND/OR HEALTH INSURANCE ORGANIZATIONS. COREWELL HEALTH RECRUITS NATIONALLY FOR ITS EXECUTIVES. BENEFITS DATA REFLECT NATIONAL HEALTH CARE/HEALTH INSURANCE MARKET PRACTICES. THIS PROCESS IS INTENDED TO ASSIST COREWELL HEALTH IN QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS (INTERMEDIATE SANCTIONS REGULATIONS) AND COMPLYING WITH THE POTENTIAL COREWELL HEALTH EXCESS BENEFIT TRANSACTION POLICY FOR THOSE INDIVIDUALS IN THE GROUP WHO ARE DISQUALIFIED PERSONS. THE OPINION SUBMITTED FROM THE THIRD PARTY INDEPENDENT CONSULTING FIRM IS IN ACCORDANCE WITH THE PROVISIONS OF TREASURY REGULATIONS SECTION 53.4958-6(C)(2) AND IS ALSO INTENDED TO SATISFY THE PROFESSIONAL ADVICE REQUIREMENT OF TREASURY REGULATIONS SECTION 53.4958-1(D)(4)(III).
Part I, Lines 4a-b THE FOLLOWING INDIVIDUALS RECEIVED SEVERANCE PAYMENTS: BRIAN KRUPICZEWICZ $76,821 THE FOLLOWING INDIVIDUALS RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: BRIAN KRUPICZEWICZ $104,720 CHRISTINA FREESE DECKER $1,411,341 JAMES FORSHEE MD $54,177 JIANHUA YU $1,433,583 MARTI LOLLI $669,767 MATTHEW COX $421,370 MICHAEL KOZIARA $762,150 PRAVEEN THADANI $322,002 PART I, LINE 4B IS ANSWERED YES BECAUSE CERTAIN INDIVIDUALS DO PARTICIPATE IN SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN(S). SOME INDIVIDUALS RECEIVED DISTRIBUTIONS DURING THE YEAR (AS REPORTED ON THIS LINE) WHEREAS OTHERS PARTICIPATED IN THE PLAN(S) BUT DID NOT RECEIVE DISTRIBUTIONS. DISTRIBUTIONS REPORTED ON THIS LINE ARE ALSO INCLUDED IN PART II, COLUMN F AS COMPENSATION REPORTED IN A PRIOR YEAR WHILE ALSO BEING REPORTED IN THE CURRENT 990 AS TOTAL COMPENSATION. THE NONQUALIFIED RETIREMENT PLANS ARE AN INDUSTRY STANDARD AND ARE SUBJECT TO THE FUNDING REQUIREMENTS OF NONQUALIFIED DEFERRED COMPENSATION PLANS UNDER ERISA AND FEDERAL TAX REGULATIONS.
Schedule J (Form 990) 2023

Additional Data


Software ID:  
Software Version:  
SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
 Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2023
Open to Public
Inspection
Name of the organization
PRIORITY HEALTH
 
Employer identification number

38-2715520
Return Reference Explanation
FORM 990, PART III, LINE 4A (CONTINUED) AS A REQUIREMENT OF THE ACA, EACH STATE SELECTS AN ESSENTIAL HEALTH BENEFITS "BENCHMARK PLAN" THAT SERVES AS A REFERENCE FOR ALL OTHER HEALTH PLANS TO FOLLOW (INDIVIDUAL AND SMALL BUSINESS), WHEN DESIGNING THE SCOPE AND LIMITATIONS SURROUNDING COVERED SERVICES. A BENCHMARK PLAN IS CHOSEN BY EACH STATE EVERY FIVE YEARS. PRIORITY HEALTH WAS SELECTED AS THE STATE'S BENCHMARK PLAN IN 2012 AND IS THE ONLY HEALTH PLAN IN MICHIGAN TO EVER EARN THIS DESIGNATION. STARTING IN 2017 (CONTINUING IN 2018 AND FORWARD), THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) HAS RECOMMENDED THE PRIORITY HEALTH HMO PLAN TO CONTINUE TO SERVE AS THE ESSENTIAL HEALTH BENEFITS BENCHMARK FOR THE STATE. THE RECOMMENDATION UNDERSCORES PRIORITY HEALTH'S ABILITY TO DELIVER INCREDIBLE VALUE AND CREATE INNOVATIVE SOLUTIONS THAT IMPACT HEALTH CARE COSTS WHILE MAXIMIZING CUSTOMER EXPERIENCE. PRIORITY HEALTH'S HMO PLAN WAS SELECTED BECAUSE DIFS BELIEVES IT ACHIEVES THE BEST BALANCE BETWEEN COMPREHENSIVENESS AND COST-EFFECTIVENESS FOR MICHIGAN CONSUMERS. THE MICHIGAN ASSOCIATION OF HEALTH PLANS (MAHP), AN INDUSTRY VOICE FOR THE STATE'S HEALTH CARE PLANS, RECOGNIZES BEST PRACTICES IN HEALTH PLANS BY SPONSORING THE PINNACLE AWARDS. HEALTH PLANS ARE RECOGNIZED FOR ACHIEVEMENTS IN ADDRESSING THE CHALLENGES OF A SHIFTING HEALTHCARE ENVIRONMENT THROUGH IMPROVEMENTS IN OPERATIONS, CLINICAL SERVICES, DISEASE MANAGEMENT AND COMMUNITY OUTREACH. THE PINNACLE AWARD CONTINUES TO SERVE AS AN EMBLEM OF EXCELLENCE TO THE MEMBER PLANS THAT ARE RECOGNIZED. IN 2021, PRIORITY HEALTH WON A PINNACLE AWARD FOR ITS MEDICAID PRODUCT WITH THEIR ASTHMA ENVIRONMENTAL HOUSING PROJECT. THE PRIORITY HEALTH MEDICAID ASTHMA ENVIRONMENTAL HOUSING PROGRAM REDUCED EMERGENCY DEPARTMENT VISITS BY 61.4% AND DECREASED ANNUAL MEDICAL SPENDING BY OVER $675,000. THE PROGRAM'S GOAL WAS TO IMPROVE HOUSING RELATED ASPECTS OF POORLY CONTROLLED ASTHMA FOR 25 HOUSEHOLDS IN KENT COUNTY. THE PROGRAM PROVIDED HOUSEHOLDS WITH TAILORED ASTHMA EDUCATION, AN ASTHMA MANAGEMENT PLAN, COMMUNITY HEALTH WORKER SUPPORT, CARE MANAGEMENT SERVICES, IF NECESSARY, AND HOUSING REPAIRS OR REMOVAL OF ENVIRONMENTAL TRIGGERS WHERE POSSIBLE. NEARLY 1.5 MILLION MICHIGAN ADULTS HAVE A MENTAL HEALTH CONDITION, ACCORDING TO THE NATIONAL ALLIANCE ON MENTAL HEALTH. IN 2023, TO SUPPORT THE MENTAL HEALTH OF ALL MICHIGAN RESIDENTS, PRIORITY HEALTH OFFERED FREE ACCESS TO MYSTRENGTH, A DIGITAL MENTAL HEALTH APP, TO MICHIGAN RESIDENTS AGES 13 AND UP. THE APP FEATURES INFORMATION, ACTIVITIES, AND ONLINE SERVICES TO HELP USERS MANAGE STRESS, REDUCE ANXIETY, AND IMPROVE THEIR MOOD. IN 2023 PRIORITY HEALTH ANNOUNCED THAT IT HAD DEVELOPED A NEW PROGRAM WITH CANINES FOR CHANGE TO HELP REDUCE ANXIETY AND ENCOURAGE LEARNING FOR STUDENTS. PRIORITY HEALTH PARTNERED WITH CANINES FOR CHANGE TO LAUNCH PRIORITY PUPS - A SIGNATURE PROGRAM OF PRIORITY HEALTH FOR GOOD SPONSORING TRAINED FACILITY DOGS TO BE PLACED IN SELECT SCHOOL DISTRICTS TO EASE ANXIETY AND SUPPORT KIDS AS THEY LEARN. THE PROGRAM HELPS ADDRESS A VARIETY OF BEHAVIORAL HEALTH NEEDS IN A PLACE WHERE KIDS SPEND SO MUCH OF THEIR TIME: AT SCHOOL.
Form 990, Part VI, Section A, line 1a DELEGATE BROAD AUTHORITY TO A COMMITTEE: COMMITTEES - THE CHAIR OF THE BOARD OF DIRECTORS MAY ESTABLISH SUCH STANDING OR SPECIAL COMMITTEES FROM TIME TO TIME AS HE OR SHE WILL DEEM APPROPRIATE TO CONDUCT THE ACTIVITIES OF THE CORPORATION, AND WILL DEFINE THE POWERS AND RESPONSIBILITIES OF SUCH COMMITTEES. PERSONS WHO ARE NOT MEMBERS OF THE BOARD OF DIRECTORS WILL BE ELIGIBLE TO SERVE ON COMMITTEES OTHER THAN THE EXECUTIVE COMMITTEE. THE MEMBERS AND CHAIR OF ALL COMMITTEES WILL BE APPOINTED BY THE CHAIR OF THE BOARD OF DIRECTORS FOR A ONE (1) YEAR TERM OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED, BUT WILL BE SUBJECT TO REMOVAL AT ANY TIME BY THE CHAIR OF THE BOARD OF DIRECTORS. A COMMITTEE WILL HAVE THE SPECIFIC POWERS AND RESPONSIBILITIES AS DETERMINED BY THE BOARD OF DIRECTORS EXCLUDING THOSE POWERS AND RESPONSIBILITIES RETAINED BY THE SHAREHOLDERS OR BOARD OF DIRECTORS PURSUANT TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION. EXECUTIVE COMMITTEE - THE CHAIR OF THE BOARD OF DIRECTORS MAY APPOINT AN EXECUTIVE COMMITTEE CONSISTING OF THE CHAIR OF THE BOARD OF DIRECTORS, THE VICE CHAIR, AND SUCH ADDITIONAL DIRECTORS AS THE CHAIR OF THE BOARD OF DIRECTORS MAY DETERMINE FROM TIME TO TIME. THE EXECUTIVE COMMITTEE MAY EXERCISE ALL POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS IN MANAGING THE CORPORATION BETWEEN MEETINGS OF THE BOARD OF DIRECTORS (WITHIN THE LIMITS PRESCRIBED BY THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR BY LAW) OR MAY HAVE SUCH SPECIFIC POWERS AND RESPONSIBILITIES AS DETERMINED BY THE CHAIR OF THE BOARD OF DIRECTORS.
Form 990, Part VI, Section A, line 2 FAMILY/BUSINESS RELATIONSHIPS AMONGST INTERESTED PERSONS: ALICIA TORRES ANN HARTEN BIRGIT KLOHS CHRISTINA FREESE DECKER DOUGLAS BAKER DOUGLAS DOZEMAN EDWIN NESS ELAINE WOOD HOWARD MOROF KIMBERLY THOMAS MATTHEW COX MINA SOOCH NICHOLAS GATES ORA PESCOVITZ PRAVEEN THADANI RICHARD DEVORE HAVE A BUSINESS RELATIONSHIP AS THEY SERVE AS AN OFFICER OR DIRECTOR OF PRIORITY HEALTH MANAGED BENEFITS, INC. A RELATED TAXABLE ENTITY.
Form 990, Part VI, Section A, line 3 DELEGATION OF MANAGEMENT DUTIES THE FILING ORGANIZATION ENTERED INTO AN AGREEMENT WITH PRIORITY HEALTH MANAGED BENEFITS, INC., A WHOLLY OWNED SUBSIDIARY OF COREWELL HEALTH, TO PROVIDE PERSONNEL, OFFICE SPACE, AND SUPPLIES NECESSARY TO CARRY OUT BUSINESS OPERATIONS. PRIORITY HEALTH MANAGED BENEFITS, INC. FACILITATES PAYMENT OF MOST MANAGEMENT, OPERATIONAL, AND ADMINISTRATIVE EXPENSES ON BEHALF OF THE FILING ORGANIZATION. PRIORITY HEALTH'S GOVERNING BODY RETAINS CONTROL OF THE ACTIVITIES OF PHMB AS THE GOVERNING BODIES OF PRIORITY HEALTH AND PHMB ARE COMPRISED OF THE SAME DIRECTORS AND OFFICERS.
Form 990, Part VI, Section A, line 6 CLASSES OF MEMBERS OR STOCKHOLDERS: THE ORGANIZATION HAS TWO SHAREHOLDERS AS FOLLOWS: COREWELL HEALTH (EIN 38-3382353), CLASS A SHAREHOLDER - 94.44% MUNSON HEALTHCARE (EIN 38-2640544), CLASS B SHAREHOLDER - 5.56% ALL SHAREHOLDERS ARE TAX-EXEMPT INTERNAL REVENUE CODE SECTION 501(C)(3) ORGANIZATIONS.
Form 990, Part VI, Section A, line 7a MEMBERS OR STOCKHOLDERS ELECTING MEMBERS OF GOVERNING BODY: ELECTION OF MEMBERS AND THEIR RIGHTS FROM PRIORITY HEALTH BYLAWS: 6.2 NUMBER AND CLASS OF DIRECTORS. THE BOARD OF DIRECTORS WILL BE COMPOSED OF NOT LESS THAN FIFTEEN (15) AND NOT MORE THAN TWENTY-ONE (21) MEMBERS, TO BE DETERMINED AS FOLLOWED: 6.2.1 IN ADDITION TO THE REQUIREMENT OF MCL 500.3511(1), IF APPLICABLE, THAT AT LEAST ONE MEMBER OF THE BOARD OF DIRECTORS REPRESENTS THE MEMBERSHIP OF THE HEALTH MAINTENANCE ORGANIZATION, AT LEAST ONE-THIRD (1/3) OF THE DIRECTORS (INCLUDING ANY MEMBER REPRESENTATIVE REQUIRED BY LAW) WILL BE ADULT ENROLLEES OF PRIORITY HEALTH OR AN AFFILIATE ELECTED PURSUANT TO SECTION 6.3 BELOW. AT LEAST ONE (1) OF SUCH ADULT ENROLLEE DIRECTORS WILL BE FROM THE CORPORATION'S NORTHERN SERVICE AREA THAT IS ALSO SERVED BY THE CLASS B SHAREHOLDER. 6.2.2 ONE (1) OF THE DIRECTORS WILL BE APPOINTED BY THE CLASS B SHAREHOLDER. 6.2.3 THE REMAINDER OF THE DIRECTORS WILL BE APPOINTED BY THE CLASS A SHAREHOLDER. IF ALL OF THE CLASS A SHAREHOLDER DIRECTOR APPOINTMENTS ARE NOT FULL, THE PRESIDENT OF THE CORPORATION SHALL AUTOMATICALLY BE APPOINTED AS ONE OF THE CLASS A SHAREHOLDER APPOINTEES UPON APPOINTMENT TO THE POSITION OF PRESIDENT OF THE CORPORATION AND SHALL SERVE AS AN EX-OFFICIO VOTING MEMBER OF THE BOARD OF DIRECTORS. 6.3 ELECTION OF ADULT ENROLLEE MEMBERS. THE GOVERNANCE COMMITTEE OR SIMILARLY DELEGATED COMMITTEE OF THE BOARD OF DIRECTORS WILL SOLICIT NAMES OF POTENTIAL CANDIDATES FROM THE MEMBERS, SHAREHOLDERS, DIRECTORS AND COMMUNITY. THE COMMITTEE WILL SUBMIT TO THE BOARD OF DIRECTORS A LIST OF NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS AS ADULT ENROLLEE REPRESENTATIVES. AT LEAST ONE (1) MEMBER WILL BE NOMINATED FOR EACH DIRECTORSHIP TO BE FILLED AT SUCH ANNUAL MEETING. NO MORE THAN TWO (2) PERSONS EMPLOYED BY OR AFFILIATED WITH ANY ONE (1) EMPLOYER OR OTHER GROUP MAY BE NOMINATED. 6.4 TERM. THE ADULT ENROLLEE MEMBERS WILL BE DIVIDED INTO THREE (3) CLASSES, WHICH WILL BE AS EVENLY DIVIDED AS POSSIBLE. THE TERMS OF OFFICE OF THE CLASSES WILL EXPIRE IN THREE (3) SUCCESSIVE YEARS, WITH ONE (1) CLASS EXPIRING EACH YEAR. EACH ELECTED DIRECTOR WILL BE ELECTED FOR A TERM OF THREE (3) YEARS (EXCEPT FOR THE DIRECTORS ELECTED IMMEDIATELY AFTER ADOPTION OF THIS SECTION 6.4 WHO WILL SERVE THE TERMS DESIGNATED BY THE BOARD OF DIRECTORS). THE DIRECTORS APPOINTED BY THE CLASS A AND CLASS B SHAREHOLDERS WILL SERVE ONE (1) YEAR TERMS OR UNTIL SUCH TIME AS THEIR SUCCESSOR IS APPOINTED. THE DIRECTOR APPOINTED BY THE CLASS B SHAREHOLDER WILL SERVE UNTIL SUCH TIME AS HIS OR HER SUCCESSOR IS APPOINTED. 6.5 VACANCIES. ANY VACANCY IN A BOARD OF DIRECTOR POSITION DESIGNATED BY THE CLASS A AND CLASS B SHAREHOLDERS WILL BE FILLED BY THE CLASS A AND CLASS B SHAREHOLDERS, RESPECTIVELY. ANY VACANCY IN A POSITION FOR AN ADULT ENROLLEE WILL BE FILLED BY THE REMAINING ADULT ENROLLEES ON THE BOARD OF DIRECTORS. EACH PERSON APPOINTED TO FILL A VACANCY WILL COMPLETE THE UNEXPIRED PORTION OF THE ORIGINAL TERM OF THE DIRECTOR BEING REPLACED OR SUCH TERM AS DESIGNATED BY THE SHAREHOLDER, FOLLOWING NONBINDING CONSULTATION WITH THE CHAIR OF THE CORPORATION'S BOARD; OR (II) ALLOW THE SEAT TO REMAIN VACANT UNTIL AN INDIVIDUAL IS APPOINTED BY THE SHAREHOLDER PURSUANT TO SECTION 6.4 OF THESE BYLAWS.
Form 990, Part VI, Section A, line 7b DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: NOTE THAT REFERENCES IN ORGANIZATIONAL DOCUMENTS ARE SPECIFIC TO THE ENTITY COREWELL HEALTH - THE MAJORITY SHAREHOLDER OF PRIORITY HEALTH. DECISIONS SUBJECT TO APPROVAL OF SHAREHOLDERS (NOT MEMBERS) CERTAIN DECISIONS ARE SUBJECT TO APPROVAL OF SHAREHOLDERS. FROM PRIORITY HEALTH BYLAWS: 2.2 CLASS A SHAREHOLDER'S RESERVED POWERS. THE CLASS A SHAREHOLDER SHALL HAVE THE RESERVED POWERS SET FORTH IN THIS SECTION 2.2. THE CORPORATION'S BOARD OF DIRECTORS MAY RECOMMEND ACTION TO THE CLASS A SHAREHOLDER WITH RESPECT TO THE RESERVED POWERS SET FORTH IN THIS SECTION 2.2. THE ACTIONS LISTED BELOW MAY, NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS OR THE ARTICLES, BE UNILATERALLY CAUSED AND/OR TAKEN BY THE CLASS A SHAREHOLDER, WITHIN ITS SOLE AND EXCLUSIVE POWER AND DISCRETION, AND SHALL NOT BE DEEMED AUTHORIZED UNLESS AND UNTIL APPROVED BY THE CLASS A SHAREHOLDER: 2.2.1 AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION AS PROVIDED IN SECTION 13.1 OF THESE BYLAWS; 2.2.2 ELECTION AND/OR REMOVAL OF THE CLASS A SHAREHOLDER-APPOINTED MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO ARTICLE VI OF THESE BYLAWS; 2.2.3 ELECTION AND/OR REMOVAL OF THE CORPORATION'S CHAIR OF THE BOARD OF DIRECTORS; 2.2.4 HIRING, DISCHARGE, AND EVALUATION OF THE CORPORATION'S PRESIDENT FOLLOWING CONSULTATION WITH THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO SECTION 7.3; 2.2.5 ADOPTION OF THE CORPORATION'S STRATEGIC PLAN(S); 2.2.6 ADOPTION OF THE CORPORATION'S ANNUAL OPERATING AND CAPITAL BUDGETS, AND ANY AMENDMENTS TO SUCH BUDGETS IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; 2.2.7 ALL CAPITAL EXPENDITURES BY THE CORPORATION IN EXCESS OF THAT AMOUNT (THE "AUTHORITY MATRIX AMOUNT") SET FORTH IN THE AUTHORITY MATRIX FOR CAPITAL EXPENDITURES AND LOANS TO NON-COREWELL HEALTH ENTITIES (THE "EXPENDITURE AUTHORITY MATRIX"), A CURRENT COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A AND WHICH MAY BE AMENDED FROM TIME TO TIME BY COREWELL HEALTH; 2.2.8 ALL BORROWINGS OR GUARANTEES OF INDEBTEDNESS BY THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION), INCLUDING ANY OPERATING LEASE IN AN AMOUNT GREATER THAN ONE MILLION DOLLARS ($1,000,000.00) DURING THE INITIAL LEASE TERM, NOT INCLUDING RENEWALS AND/OR EXTENSIONS; 2.2.9 ALL LENDING BY THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION) TO PERSONS OTHER THAN COREWELL HEALTH OR AN ENTITY CONTROLLED BY COREWELL HEALTH IN EXCESS OF THE AUTHORITY MATRIX AMOUNT; 2.2.10 THE CORPORATION'S INVESTMENTS OF CASH AND/OR RESERVES, WHETHER ON AN INDIVIDUAL BASIS OR AS PART OF A POOLED INVESTMENT STRATEGY; 2.2.11 ANY MERGER OR CONSOLIDATION OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION), OR ANY OTHER CHANGE IN OWNERSHIP PERCENTAGES, CONTROL, OR CAPITAL STRUCTURE OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION); 2.2.12 THE PURCHASE OF ALL, OR A MAJORITY OF, ANOTHER CORPORATION LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER LEGAL ENTITY'S STOCK, MEMBERSHIP INTEREST, PARTNERSHIP INTEREST, OTHER OWNERSHIP INTEREST, OR ASSETS; 2.2.13 THE CREATION OF ANY ENTITY CONTROLLED, DIRECTLY OR INDIRECTLY, BY THE CORPORATION; 2.2.14 THE SALE OR TRANSFER OF MORE THAN TEN PERCENT (10%) OF THE ASSETS OF THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION) TO ANY PERSON OR ENTITY NOT CONTROLLED BY COREWELL HEALTH; 2.2.15 DISSOLUTION OF THE CORPORATION; 2.2.16 THE SELECTION, RETENTION, AND OVERSIGHT OF THE OUTSIDE AUDITORS FOR THE CORPORATION (OR ANY ENTITY CONTROLLED BY THE CORPORATION); AND 2.2.17 IN OTHER CASES WHEN REQUIRED BY LAW OR AS OTHERWISE PROVIDED IN THESE BYLAWS. THE CLASS A SHAREHOLDER, PRIOR TO EXERCISING ANY OF THE RESERVED POWERS SET FORTH ABOVE, SHALL NOTIFY THE CLASS B SHAREHOLDER (PROVIDED SUCH ACTION IS NOT TAKEN AT A DULY CALLED MEETING OF THE SHAREHOLDERS, BOARD OF DIRECTORS OR ANY DESIGNATED COMMITTEE). 2.3 CLASS B SHAREHOLDER'S RESERVED POWERS. THE CLASS B SHAREHOLDER SHALL HAVE THE RESERVED POWERS SET FORTH IN THIS SECTION 2.3. THE CORPORATION'S BOARD OF DIRECTORS MAY RECOMMEND ACTION TO THE CLASS B SHAREHOLDER WITH RESPECT TO THE RESERVED POWERS SET FORTH IN THIS SECTION 2.3. THE CLASS B SHAREHOLDER MAY, NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS OR THE ARTICLES, ACT WITHIN THEIR SOLE AND EXCLUSIVE POWERS AND DISCRETION, ELECT AND/OR REMOVE THE CLASS B SHAREHOLDER APPOINTED MEMBER OF THE CORPORATION'S BOARD OF DIRECTORS PURSUANT TO ARTICLE VI OF THESE BYLAWS. 2.4 COMPLIANCE WITH COREWELL HEALTH POLICIES. NOTWITHSTANDING ANYTHING CONTAINED IN THESE BYLAWS TO THE CONTRARY, THE CORPORATION AND ITS SUBSIDIARIES SHALL AT ALL TIMES COMPLY WITH AND IMPLEMENT COREWELL HEALTH POLICIES AND PROCEDURES APPROVED BY THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF COREWELL HEALTH, OR HIS/HER DESIGNEE, AS BEING SPECIFICALLY APPLICABLE TO THE CORPORATION, EXCEPT TO THE EXTENT THAT SUCH COMPLIANCE AND/OR IMPLEMENTATION WOULD (A) MATERIALLY AND NEGATIVELY IMPACT THE RIGHTS, POWERS, OR PREFERENCES OF THE CLASS B SHAREHOLDER; OR (B) BE NONCOMPLIANT WITH APPLICABLE LAWS AND/OR REGULATIONS.
Form 990, Part VI, Section B, line 11b THE FORM 990 IS PREPARED BY COREWELL HEALTH CORPORATE TAX. THE TAX RETURN IS REVIEWED BY THE CORPORATE TAX MANAGER AND THE VP TAX. A SECOND REVIEW IS PERFORMED BY AN EXTERNAL CPA FIRM WITH EXPERTISE IN TAX-EXEMPT RETURN PREPARATION. IT IS THEN REVIEWED BY THE ORGANIZATION'S FINANCE AND LEGAL DEPARTMENTS. A COPY OF THE FORM 990 IS THEN PROVIDED TO EACH MEMBER OF THE GOVERNING BODY. ALL QUESTIONS ARE ADDRESSED PRIOR TO FILING THE FORM 990.
Form 990, Part VI, Section B, line 12c CONFLICT OF INTEREST POLICY BOARD OF DIRECTORS 1. CONFLICTS OF INTEREST MUST BE DISCLOSED, VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS AND VERBALLY AT EACH BOARD AND BOARD COMMITTEE MEETING AS PART OF THE DECLARATION OF CONFLICT OF INTEREST PRIOR TO DISCUSSION OF ANY AGENDA ITEMS. 2. A PERSON HAVING A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT MAY MAKE A PRESENTATION AT A MEETING OF THE BOARD OR COMMITTEE WHICH IS CONSIDERING THAT TRANSACTION OR ARRANGEMENT, BUT AFTER THAT PRESENTATION HE/SHE SHALL LEAVE THE MEETING BEFORE DISCUSSION AND VOTING ON THAT PROPOSED TRANSACTION OR ARRANGEMENT. THE PERSON HAVING THE FINANCIAL INTEREST SHALL NOT BE COUNTED IN DETERMINING WHETHER A QUORUM IS PRESENT. 3. THE CHAIRPERSON OF THE BOARD OR THE COMMITTEE CHAIR SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE (INCLUDING OUTSIDE ADVISORS) TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND TO ADVISE WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. 4. THE BOARD OR COMMITTEE SHALL EXERCISE DUE DILIGENCE TO DETERMINE WHETHER THE ORGANIZATION CAN, WITH REASONABLE EFFORTS, OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 5. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS AND MEMBERS WHETHER THE PROPOSED TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. 6. THE MINUTES OF THE MEETINGS OF THE BOARD AND ALL OF THE ORGANIZATION'S COMMITTEES SHALL SET FORTH: A) THE NAMES OF THE PERSONS WHO DISCLOSED A FINANCIAL INTEREST IN A PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE ORGANIZATION OR ANY OF ITS SUBSIDIARIES AND THE NATURE OF THE FINANCIAL INTEREST; AND B) THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO SUCH TRANSACTION OR ARRANGEMENT, INCLUDING ANY DISCUSSION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THAT MATTER. THE VOTES OF INDIVIDUAL MEMBERS NEED NOT BE RECORDED UNLESS OTHERWISE DIRECTED BY THE BOARD OF DIRECTORS OR COMMITTEE. 7. THERE IS AN ONGOING REQUIREMENT THAT MEMBERS OF THE BOARD AND BOARD COMMITTEES UPDATE THEIR ANNUAL DISCLOSURE QUESTIONNAIRE AT ANY POINT DURING HIS/HER TENURE ON THE BOARD OF DIRECTORS WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. MANAGEMENT 1. UPON ACCEPTANCE OF AN EMPLOYMENT OFFER, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETE A CONFLICT-OF-INTEREST DISCLOSURE QUESTIONNAIRE. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE QUESTIONNAIRE IS SENT TO THE ORGANIZATION'S SYSTEM COMPLIANCE DEPARTMENT. A COPY OF THE MEMBER OF MANAGEMENT'S DISCLOSURE IS REVIEWED BY THE ORGANIZATION'S COMPLIANCE OPERATIONS ANALYST AND ESCALATED TO THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM, IF NECESSARY. 2. ANNUALLY, EACH MEMBER OF MANAGEMENT (DIRECTORS AND ABOVE) COMPLETES AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE ELECTRONICALLY. IF THERE IS AN AFFIRMATIVE DISCLOSURE, THE QUESTIONNAIRE IS REVIEWED BY THE APPROPRIATE EXECUTIVE LEADERSHIP TEAM. 3. THERE IS AN ONGOING REQUIREMENT TO UPDATE THE DISCLOSURE QUESTIONNAIRE WHEN A NEW POTENTIAL CONFLICT OF INTEREST ARISES. UPDATED DISCLOSURES FOLLOW THE SAME PROCESS AS INITIAL DISCLOSURES DESCRIBED ABOVE. 4. THE COMPLIANCE OFFICER, IN CONSULTATION WITH EXECUTIVE MANAGEMENT, DETERMINES HOW REPORTED CONFLICTS SHOULD BE MANAGED. MANAGEMENT OF A CONFLICT MAY TAKE A VARIETY OF DIFFERENT FORMS FROM IMPLEMENTATION OF A MANAGEMENT PLAN TO REQUIRING THAT THE MEMBER OF MANAGEMENT CEASE THE ACTIVITY CREATING THE CONFLICT OR, IN EXTREME CASES, LEAVE THE ORGANIZATION'S EMPLOYMENT. MANAGEMENT OF A CONFLICT IS DETERMINED ON AN INDIVIDUAL BASIS BASED UPON THE FACTS AND CIRCUMSTANCES SURROUNDING THE DISCLOSURE. THE PURPOSE OF CONFLICT MANAGEMENT IS TO PROVIDE TRANSPARENCY WITHIN THE ORGANIZATION AND TO ENSURE THAT THE ORGANIZATION'S EMPLOYEES ARE ALWAYS ACTING IN THE BEST INTEREST OF THE ORGANIZATION.
Form 990, Part VI, Section C, line 19 THE ORGANIZATION'S ARTICLES OF INCORPORATION AND STATUTORY FINANCIAL STATEMENTS ARE ON FILE WITH THE STATE OF MICHIGAN AND AVAILABLE TO THE PUBLIC ON THE STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND INTERNAL POLICIES ARE GENERALLY NOT MADE AVAILABLE TO THE PUBLIC.
Form 990, Part XI, line 9: CHANGE IN NONADMITTED ASSETS -14,593,585. AGGREGATE WRITE-INS FOR GAINS(LOSS) IN SURPLUS 11,774,526. DIVIDEND FROM AFFILIATE 65,000,000.
FORM 990, PART XII, LINE 2B THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AUDITED ANNUALLY BY AN INDEPENDENT ACCOUNTING FIRM. THE PARENT ORGANIZATION ISSUES GAAP BASIS FINANCIAL STATEMENTS WHICH ARE PREPARED ON A CONSOLIDATED BASIS AND NOT ON A STANDALONE BASIS. THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. THE ORGANIZATION IS AUDITED ANNUALLY ON A STAND ALONE BASIS AND ISSUES FINANCIAL STATEMENTS ON A STAND ALONE BASIS WHICH ARE PREPARED IN ACCORDANCE WITH SAP (STATUTORY ACCOUNTING PRINCIPLES), AS REQUIRED BY REGULATORY AUTHORITIES. THE AMOUNTS IN THIS FORM 990 RECONCILE TO THE FINANCIAL STATEMENTS PREPARED UNDER STATUTORY ACCOUNTING PRINCIPLES AS SUBMITTED TO THE STATE OF MICHIGAN AND THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS (NAIC).
Form 990, Part XII, Line 2c: NO CHANGE IN OVERSIGHT FROM PRIOR YEAR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990) 2023


Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047
2023
Open to Public Inspection
Name of the organization
PRIORITY HEALTH
 
Employer identification number

38-2715520
Part I
Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity
(1) PHMB PROPERTIES LLC
100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2715520 		PROPERTY HOLDING COMPANY MI 4,226,540 72,670,431 PRIORITY HEALTH
 










Part II
Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1)BEAUMONT HEALTH
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
46-5718220 		SUPPORTING ORGANIZATION MI 501(c)(3) Line 12c, III-FI COREWELL HEALTH
 
 
No
(2)BEAUMONT HEALTH FOUNDATION
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
36-4852171 		FUNDRAISING FOUNDATION MI 501(c)(3) Line 7 BEAUMONT HEALTH
 
 
No
(3)BEAUMONT MEDICAL GROUP-HOSPITAL-BASED SERVICES
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
82-2768899 		PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH
 
 
No
(4)BEAUMONT MEDICAL GROUP-PRIMARY CARE SERVICES
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
82-2796539 		PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH
 
 
No
(5)BEAUMONT MEDICAL GROUP-SPECIALTY SERVICES
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
82-2784244 		PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 10 BEAUMONT HEALTH
 
 
No
(6)BEAUMONT MEDICAL TRANSPORTATION SERVICES INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
26-0203703 		MEDICAL TRANSPORTATIONAL SERVICES MI 501(c)(3) Line 10 BH GRAND RIVER SOUTHFIELD INC
 
 
No
(7)BH GRAND RIVER SOUTHFIELD INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2410823 		EMERGENCY MEDICAL SERVICES MI 501(c)(3) Line 10 BOTSFORD GENERAL HOSPITAL
 
 
No
(8)BOTSFORD CONTINUING CARE CORPORATION
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2549505 		REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 BOTSFORD GENERAL HOSPITAL
 
 
No
(9)BOTSFORD GENERAL HOSPITAL
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1426919 		HOSPITAL MI 501(c)(3) Line 3 BEAUMONT HEALTH
 
 
No
(10)COREWELL HEALTH
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-3382353 		SUPPORTING ORGANIZATION MI 501(c)(3) Line 12c, III-FI N/A
 
No
(11)COREWELL HEALTH FOUNDATION WEST MICHIGAN
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2752328 		FUNDRAISING FOUNDATION MI 501(c)(3) Line 7 SPECTRUM HEALTH HOSPITALS
 
 
No
(12)HOSPICE AT HOME INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2416086 		HOSPICE AND PALLIATIVE CARE MI 501(c)(3) Line 7 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(13)LAKELAND COMMUNITY HOSPITAL WATERVLIET
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1368745 		HOSPITAL MI 501(c)(3) Line 3 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(14)LAKELAND HEALTH FOUNDATION BENTON HARBORST JOSEPH
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2539929 		FUNDRAISING FOUNDATION MI 501(c)(3) Line 7 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(15)LAKELAND HOSPITALS AT NILES AND ST JOSEPH INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2156872 		HOSPITAL MI 501(c)(3) Line 3 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(16)LAKELAND REGIONAL HEALTH SYSTEM
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2609624 		SUPPORTING ORGANIZATION MI 501(c)(3) Line 12c, III-FI COREWELL HEALTH
 
 
No
(17)LAKELAND SPECIALTY HOSPITAL AT BERRIEN CENTER
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-3452303 		FACILITY LEASING MI 501(c)(3) Line 3 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(18)LAKESHORE AREA RADIATION ONCOLOGY CENTER
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-3067954 		RADIATION SERVICES MI 501(c)(3) Line 3 SPECTRUM HEALTH HOSPITALS
 
 
No
(19)MECOSTA COUNTY MEDICAL CENTER
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1368744 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(20)MEMORIAL MEDICAL CENTER OF WEST MICHIGAN
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1359266 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(21)MERCY-MEMORIAL HEALTH SERVICES INCORPORATED
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2748035 		REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 LAKELAND REGIONAL HEALTH SYSTEM
 
 
No
(22)MICHIGAN MOBILE PET IMAGING
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
33-1086165 		MOBILE PET SCANNING MI 501(c)(3) Line 12a, I OAKWOOD HEALTHCARE INC
 
 
No
(23)NEWAYGO COUNTY GENERAL HOSPITAL ASSOCIATION
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1359517 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(24)OAKWOOD HEALTH PROMOTIONS INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2601965 		REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 OAKWOOD HEALTHCARE INC
 
 
No
(25)OAKWOOD HEALTHCARE INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1405141 		HOSPITAL MI 501(c)(3) Line 3 BEAUMONT HEALTH
 
 
No
(26)OAKWOOD HOME CARE SERVICES
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2877338 		HOME HEALTH SERVICES MI 501(c)(3) Line 10 OAKWOOD HEALTHCARE INC
 
 
No
(27)OAKWOOD UNITED HOSPITALS INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2837961 		FACILITY LEASING MI 501(c)(3) Line 12a, I OAKWOOD HEALTHCARE INC
 
 
No
(28)PENNOCK HOSPITAL
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1360562 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(29)PRIORITY HEALTH CHOICE INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
32-0016523 		HMO MANAGEMENT MI 501(c)(3) Line 10 PRIORITY HEALTH
 
Yes
 
(30)REED CITY HOSPITAL CORPORATION
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2770076 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(31)SPECTRUM HEALTH - LEFFINGWELL AVENUE
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
85-4390483 		REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE
 
 
No
(32)SPECTRUM HEALTH CONTINUING CARE
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-3242232 		HOSPICE AND PALLIATIVE CARE MI 501(c)(3) Line 10 COREWELL HEALTH
 
 
No
(33)SPECTRUM HEALTH CONTINUING CARE CENTER INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2415333 		REHABILITATION & NURSING CENTER MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE
 
 
No
(34)SPECTRUM HEALTH HOSPITALS
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1360529 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(35)SPECTRUM HEALTH KELSEY
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1297435 		HOSPITAL MI 501(c)(3) Line 3 SPECTRUM HEALTH UNITED
 
 
No
(36)SPECTRUM HEALTH PRIMARY CARE PARTNERS
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1358164 		PHYSICIAN SUPPORT SERVICES MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(37)SPECTRUM HEALTH UNITED
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1358412 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
(38)SPECTRUM HEALTH WORTH SERVICES
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2786617 		REHABILITATION SERVICES MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE
 
 
No
(39)TOTAL HEALTH CARE USA INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-3240485 		HMO MANAGEMENT MI 501(c)(4)   TOTAL HEALTH CARE INC
 
 
No
(40)TOTAL HEALTH CARE INC
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2018957 		HMO MANAGEMENT MI 501(c)(4)   PRIORITY HEALTH
 
Yes
 
(41)TRINITY HEALTH PLANS
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-2663747 		HOLDING COMPANY MI 501(c)(4)   PRIORITY HEALTH
 
Yes
 
(42)VISITING NURSE SERVICES OF WESTERN MICHIGAN
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1359195 		HOME HEALTH SERVICES MI 501(c)(3) Line 10 SPECTRUM HEALTH CONTINUING CARE
 
 
No
(43)WILLIAM BEAUMONT HOSPITAL
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1459362 		HOSPITAL MI 501(c)(3) Line 3 BEAUMONT HEALTH
 
 
No
(44)ZEELAND COMMUNITY HOSPITAL
100 MICHIGAN ST NE

GRAND RAPIDS,MI49503
38-1411184 		HOSPITAL MI 501(c)(3) Line 3 COREWELL HEALTH
 
 
No
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2023
Schedule R (Form 990) 2023
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V-UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No
(1) CHCC TAYLOR LLC

2355 E CAMELBACK RD STE 700
PHOENIX,AZ85016
92-3588577 		MANAGEMENT MI N/A
 N/A       No     No  
(2) CHCC TROY LLC

2355 E CAMELBACK RD STE 700
PHOENIX,AZ85016
92-3960104 		MANAGEMENT MI N/A
 N/A       No     No  
(3) CHEC 1 LLC

2355 E CAMELBACK RD STE 700
PHOENIX,AZ85016
99-0525515 		MANAGEMENT MI N/A
 N/A       No     No  
(4) DEARBORN SCHAEFFER OFFICE CO LLC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
26-2448025 		REAL ESTATE MI N/A
 N/A       No     No  
(5) OAKMED LLC

1938 WOODSLEE DRIVE
TROY,MI48084
46-1459737 		PRIVATE DUTY NURSING MI N/A
 N/A       No     No  
(6) SPECTRUM ATLAS JV LLC

2355 E CAMELBACK RD STE 700
PHOENIX,AZ85016
87-4265336 		MANAGEMENT MI N/A
 N/A       No     No  
(7) WEST MICHIGAN ACCOUNTABLE CARE ORGANIZATION LLC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
83-3153113 		ACCOUNTABLE CARE ORGANIZATION MI N/A
 N/A       No     No  
Part IV
Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) 1697 MICHIGAN STREET PROPERTY

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
83-1721239 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(2) 25 MICHIGAN STREET CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
16-1734157 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(3) 35 MICHIGAN STREET CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-2193084 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(4) BEAUMONT NURSING HOME SERVICES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2799842 		ASSISTED CARE LIVING MI WILLIAM BEAUMONT HOSPITAL
  		C         No
(5) BH SOUTHFIELD BILLING INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2755982 		MANAGEMENT AND DISPATCH SERVICES MI BH GRAND RIVER SOUTHFIELD INC
  		C         No
(6) BLUE STAR PROFESSIONAL BUILDING CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
20-8313519 		PROPERTY MANAGEMENT MI HOSPICE AT HOME INC
  		C         No
(7) BOTSFORD COMMONS PROPERTY ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-3203663 		PROPERTY MANAGEMENT MI BOTSFORD CONTINUING CARE CORPORATION
  		C         No
(8) COREWELL HEALTH INDEMNITY COMPANY LTD

23 LIME TREE BAY AVENUE
GRAND CAYMAN    
CJ
98-0512415 		PREMIUM DEPOSITS CJ COREWELL HEALTH
  		C         No
(9) COREWELL HEALTH PHYSICIANS INSURANCE COMPANY

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-4261262 		PROFESSIONAL INSURANCE MI COREWELL HEALTH
  		C         No
(10) FOUR FLAGS PROPERTIES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
36-4501639 		PROPERTY MANAGEMENT MI LAKELAND HEALTH VENTURES INC
  		C         No
(11) GRAND RIVER ABSOLUTE RETURN FUND LTD

PO BOX 852
GRAND CAYMAN   KY1-1103
CJ
POOLED INVESTMENT FUND CJ COREWELL HEALTH
  		          No
(12) HELEN DE VOS WOMEN AND CHILDREN'S HEALTH PAVILION ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-3264184 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(13) LAKELAND HEALTH ENTERPRISES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2669798 		ACCOUNTING AND BILLING MI LAKELAND REGIONAL HEALTH SYSTEM INC
  		C         No
(14) LAKELAND HEALTH VENTURES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-2313790 		HOLDING COMPANY MI LAKELAND HEALTH ENTERPRISES INC
  		C         No
(15) LAKELAND MEDICAL PRACTICES

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-0381199 		MEDICAL ADMINISTRATIVE SERVICES MI LAKELAND HEALTH ENTERPRISES INC
  		C         No
(16) LAKELAND PERSONAL CARE SERVICES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-2990797 		HEALTHCARE SERVICES MI LAKELAND HEALTH VENTURES INC
  		C         No
(17) LAKELAND PHYSICIAN CARE NETWORK

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
20-8513031 		HEALTHCARE SERVICES MI LAKELAND HEALTH ENTERPRISES INC
  		C         No
(18) LEMMEN-HOLTON CANCER PAVILION CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
16-1734150 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(19) MICHIGAN STREET PARKING CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
16-1734145 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(20) MICHIGAN STREET PROJECT CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
36-4873152 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(21) MIDWEST MEDICAL CENTER

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
26-3683446 		PHYSICIANS OFFICE MI OAKWOOD AFFILIATED VENTURES INC
  		C         No
(22) MUSCULO-SKELETAL CENTER CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-3180086 		PROPERTY MANAGEMENT MI SPECTRUM HEALTH HOSPITALS
  		C         No
(23) OAKWOOD AFFILIATED VENTURES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
37-1753159 		HOLDING COMPANY MI OAKWOOD HEALTHCARE INC
  		C         No
(24) OAKWOOD ENTERPRISES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2601930 		PROPERTY MANAGEMENT MI OAKWOOD AFFILIATED VENTURES INC
  		C         No
(25) PENNOCK PROFESSIONAL BUILDING CONDOMINIUM ASSOCIATION

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-4056359 		PROPERTY MANAGEMENT MI PENNOCK HOSPITAL
  		C         No
(26) PENNOCK VENTURES INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2712819 		PROPERTY MANAGEMENT MI PENNOCK HOSPITAL
  		C         No
(27) PRIORITY HEALTH INSURANCE COMPANY

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
20-1529553 		INSURANCE MI PRIORITY HEALTH
  		C 388,907,474 151,674,995 100.000 % Yes  
(28) PRIORITY HEALTH MANAGED BENEFITS INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-3085182 		THIRD PARTY ADMINISTRATOR MI COREWELL HEALTH
  		C         No
(29) SOUTHWESTERN MEDICAL CLINIC PHYSICIANS INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
27-2589359 		PHYSICIANS OFFICE MI LAKELAND HEALTH ENTERPRISES INC
  		C         No
(30) SPECTRUM HEALTH PHYSICIAN ALLIANCE

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
37-1655728 		PHYSICIANS OFFICE MI COREWELL HEALTH
  		C         No
(31) THE PHARMACY SHOPPE INC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2929090 		PHARMACEUTICALS MI LAKELAND HEALTH VENTURES INC
  		C         No
(32) WMHTC

100 MICHIGAN ST NE
GRAND RAPIDS,MI49503
38-2125186 		PHYSICIANS MI COREWELL HEALTH
  		C         No
Schedule R (Form 990) 2023
Schedule R (Form 990) 2023
Page 3
Part V
Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) ............................
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) ............................
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) ............................
1d
 
No
e Loans or loan guarantees by related organization(s) ............................
1e
 
No
f Dividends from related organization(s) ............................
1f
Yes
 
g Sale of assets to related organization(s) ............................
1g
 
No
h Purchase of assets from related organization(s) ............................
1h
 
No
i Exchange of assets with related organization(s) ............................
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) .......................
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) ......................
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) .....................
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) .................
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................
1n
Yes
 
o Sharing of paid employees with related organization(s) ............................
1o
Yes
 
p Reimbursement paid to related organization(s) for expenses ............................
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses ............................
1q
Yes
 
r Other transfer of cash or property to related organization(s) ............................
1r
Yes
 
s Other transfer of cash or property from related organization(s) ............................
1s
Yes
 
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) PRIORITY HEALTH CHOICE INC

 B 4,381,831 GAAP
(2) COREWELL HEALTH

 C 3,496,350 GAAP
(3) PRIORITY HEALTH INSURANCE COMPANY

 C 662,082 GAAP
(4) TOTAL HEALTH CARE INC

 C 78,851 GAAP
(5) PRIORITY HEALTH CHOICE INC

 F 65,000,000 GAAP
(6) COREWELL HEALTH

 L 359,868,996 GAAP
Schedule R (Form 990) 2023
Schedule R (Form 990) 2023
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V-UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2023
Schedule R (Form 990) 2023
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R. See instructions.
Return Reference Explanation
Schedule R (Form 990) 2023

Additional Data


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