2017-11-13T13:31:41-06:00 2016-12-31 861065772 Deloitte Tax LLP 200 Renaissance Center Suite 3900 Detroit MI 48243 990 2016-01-01 382242827 HEALTH ALLIANCE PLAN OF MICHIGAN HEAL 3136648559 2850 WEST GRAND BOULEVARD DETROIT MI 48202 Richard Swift CFO 3136648559 2017-11-13 Lori Boyce P00121981 3133963000 150.198.17.9 2017-11-13 14:06:58 ES P EC2F309BEAB6C8086E5B0764ED30F15AD3E8FABD E211DC56DBD7178BCD538CDAC8979EE0EC2F3682 2016 2017-02-10 21:41:12Z Richard Swift 2850 WEST GRAND BOULEVARD DETROIT MI 48202 1949852880 0 X www.hap.org X 1979 MI Provide access to quality health care coverage. 16 13 1123 115 0 -11294 0 0 1605640772 1890707256 2590374 5962253 423652 630834 1608654798 1897300343 432005 491240 1421166489 1681644499 98016985 127039170 0 0 0 102779840 100204578 1622395319 1909379487 -13740521 -12079144 575316532 647542306 240248143 310780467 335068389 336761839 X To improve the health status of the residents in all of the communities we serve. We accomplish this through innovative programs to provide health care coverage with an emphasis on preventative care as well as outreach programs to the communities aimed at enhancing and promoting healthier communities.Merger Transaction: HealthPlus of Michigan merged with the organization on February 1, 2016 in a statutory merger as defined in IRC Section 368. 0 0 1883433410 491240 1890707256 Health Alliance Plan (HAP) is a nonprofit, regional health plan based in Detroit that provides health coverage to Individuals and companies. HAP is a subsidiary of the Henry Ford Health System, one of the nation's leading health care systems. A leader in personalized customer service, disease management and wellness programs, HAP partners with physicians, employers and community organizations to improve the health and well-being of the community.HAP offers six distinct product portfolios: o Group Fully Insured Commercial: - HMO - EPO - Health Engagement - Small Business Solutions o Personal Alliance for Individuals (pre-65) and Families - HMO o Medicare Solutions for individuals and groups: - HAP Senior Plus (HMO) - HAP Senior Plus (HMO-POS) Participating Physicians and Ancillary Providers: HAP's robust provider networks include the following leading Michigan doctors, hospitals and health systems: Beaumont, Detroit Medical Center, St. Joseph Mercy, St. John/Providence, Henry Ford Health System, Genesys, McLaren and the University of Michigan. HAP contracts with 95 Michigan hospitals to serve its HMO members. Statewide and national provider network solutions are available for other product lines through strategic relationships with Physicians Care Network, CIGNA and NationCare for companies with multiple locations.HAP contracts with urgent care centers, pharmacies and ancillary providers to serve its membership. At the end of 2016, HAP's HMO membership enrollment was 287,960; HAP serviced 3,458,136 member months.Members worked with their chosen healthcare providers to maintain a healthy lifestyle or manage their chronic conditions. The following statistics reflect utilization for the HMO product: HAP HMO Commercial and Medicare members incurred 32,886 medical/surgical hospital admissions in 2016, this figure includes admissions for behavioral health-related issues. HAP and its providers encourage members to seek routine services and preventive health screenings to maintain their health and meet their personal health goals. The majority of these services are obtained in their physician offices. HAP spends a considerable amount of resources communicating with members and providing supportive health programs and resources to help them achieve sustainable healthy habits and manage chronic conditions. Examples of health and wellness programs and resources include:1) Personal Service Coordinators are assigned to members during the first two years of membership to help them understand their HAP coverage and navigate the healthcare system.2) Online health risk assessment and digital coaching tools 3) Member events and educational resources: diabetes self-care, stress reduction, nutrition, physical fitness coaching, women and heart disease, stress management events and educational resources, preventive services guidelines, Balanced Living magazine and online blog.4) Preventive Services: cancer screenings, annual physicals, immunizations and a variety of other preventive services5) Weight Watchers discounts and weight management programs promote lasting weight control.6) Smoking Cessation programs provide ongoing support. 7) Global Emergency Services and Identify Theft Protection through Assist America : Urgent care and emergency services are covered worldwide. Our contract with Assist America provides a full range of emergency medical services to help with difficulties while traveling 100+ miles away from home, or abroad, and free identity theft protection.8) Restore Comfort and Palliative Care Program9) Restore CareTrack Disease Management Program matches members with chronic conditions with the resources they need to reach their personal health goals, from personalized health information to inspirational nurse health coaching.10) Mental Health and Substance Abuse: Specially trained social workers, psychologists and counselors provide integrated behavioral and medical disease management services to members with mental health and substance abuse conditions.11) Medication Therapy Management Program: HAP pharmacists counsel seniors with chronic conditions and work with their physicians to make taking multiple medications safer and more effective and address the barriers to medication therapy adherence.12) Worksite Wellness programs bring free or low-cost preventive services and health education to the workplace tailored to the needs of each company. HAP offers: workshops on health and wellness topics, behavior change programs, health screenings, health fairs and an employee assistance program, newsletters and wellness forums for employer groups. 13) HAP member discounts: HAP Advantage offers valuable money-saving discounts and extras to Health Alliance Plan subscribers on a variety of health-and-wellness related activities and venues. Many HAP Advantage relationsships are local companies.14)Quarterly member wellness challenges are designed to engage members in friendly "competition" to improve healthy behaviors like physical activity, nutrition, and stress management.Community Stewardship: HAP supports many community organizations in a variety of ways. Examples of organizations we support regularly (through both financial support and employee volunteerism) include the Detroit Urban League,Orchards Children's Services and domestic violence shelters HAVEN, Humble Design, Playworks of Michigan, Forgotten Harvest, and Turning Point.In 2016 HAP employees contributed 1,560 volunteer hours to community service. HAP executives donated 2,134 hours to serving on community nonprofit boards of directors.Signature Community Programs:HAP 5K Challenge: Many chronic health conditions could be avoided through a healthier lifestyle yet, lifestyle changes are especially difficult for people who lack support, motivation or financial resources. For this reason, HAP developed a free program designed to turn "couch potatoes" into runners. HAP's nine-week 5K Challenge offered support to first-time runners in southeast Michigan through in-person group training sessions with a licensed instructor, combined with online support, activity tracking tools and engagement with coaches and peers. Interest in the program far exceeded expectations. Participants who completed the program and ultimately competed in the 5K run reported lower blood pressure, increased stamina and weight loss. Over 300 memebers took advantage of this program in 2016. Splash Bash: After learning that Detroit residents were not taking advantage of available aquatic recreational opportunities, HAP launched a free water aerobics program - Splash Bash - that gives adults free access to water aerobics classes in partnership with local community health and recreation centers with adequate aquatic facilities. In 2016,over 5,900 people participated in this program around metro Detroit and Flint. Enhance Fitness: HAP partners with the National Kidney Foundation of Michigan to bring Enhance Fitness to the community through partnerships with local community health and recreation centers. Enhance Fitness is a free physical activity program geared toward improving the overall functional fitness and well-being of older adults. However, adults of any age are welcome. In 2016, over 3,000 community members participated in this program around metro Detroit and Flint.HAP Matching Gifts Program: HAP provides matching gifts to support employee giving to the causes and organizations they care about. The Program also reflects our core values of respect for people and a social conscience in our communities. HAP encourages employee philanthropy through the matching gifts program. In 2016, HAP matched $3,500 in employee donations to 10 community organizations. program. In 2015, HAP matched $1,970 in employee donations to 10 community organizations.National Kidney Foundation (NKF) Kidney Walk: In 2016, HAP walkers and volunteers raised nearly $5,726 to support the NKF's efforts to combat kidney disease and diabetes.Bowling for Kids' Sake (Sterling Heights): In 2016, HAP volunteers raised more than $12,000 in support of Big Brothers Big Sisters of Metropolitan Detroit at their annual Bowl for Kids' Sake bowling event.On Your Mark youth fitness camps were provided to 2 Detroit Parks and Recreation locations to help support their summer camp programs. Over 250 Detroit youth took part in boot camp-style fitness programs focused on team building and leading healthier lifestyles. 1883433410 0 0 0 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 7953 0 1 1123 1 1 1 0 0 0 0 0 X 16 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X Richard Swift 3136648559 2850 West Grand Boulevard Detroit MI 48202 Marvin Beatty Director 1.00 0.00 X 0 0 0 Susie M Wells Director 1.00 0.00 X 0 0 0 Rosalie E Denning Director 1.00 0.00 X 0 0 0 Nancy Schlichting Director - Part Year 1.00 62.00 X 0 4684101 62044 Shari L Burgess Director- Chair 1.00 0.00 X X 0 0 0 Joyce V Hayes Giles Director 1.00 0.00 X 0 0 0 Jamie C Hsu PhD Director 1.00 0.00 X 0 0 0 Sandra A Cavette MPH RDH Director 1.00 0.00 X 0 0 0 Marquerite S Rigby Director 1.00 0.00 X 0 0 0 Harvey Hollins III Director 1.00 0.00 X 0 0 0 Colleen M Ezzeddine PhD Director 1.00 0.00 X 0 0 0 Judith S Milosic Director 1.00 0.00 X 0 0 0 Susanne M Mitchell Director 1.00 0.00 X 0 0 0 Michelle B Schreiber MD Director 1.00 0.00 X 0 505438 53916 James G Vella Director 1.00 0.00 X 0 0 0 Teresa L Kline President & CEO (Started Nov. 2016) 1.00 0.00 X 0 76923 0 Raymond C Lope Director 60.00 1.00 X 0 0 0 Wright L Lassiter III Director/Interim Pres & CEO(part year) 1.00 62.00 X X 0 2219445 330708 Todd Hutchison Treasurer/CFO (part year) 55.00 5.00 X 429965 0 42088 Dan E Champney Assistant Secretary 55.00 5.00 X 277858 0 34818 Edith L Eisenmann Secretary 1.00 62.00 X 0 345732 34586 Naim Munir MD SVP & Chief Health Officer 55.00 5.00 X 689822 0 45892 Mary Ann Tournoux Sr VP & Chief Marketing Of 55.00 5.00 X 620165 0 42691 Annette M Marcath VP & Chief Information Off 55.00 5.00 X 327770 0 47055 Matthew M Walsh SVP & Chief Operating Offi 55.00 6.00 X 607065 0 44053 Balakrishna Pai MD Sr Medical Director 60.00 0.00 X 400401 0 61650 Gregory Buran VP Utilization Mgt. Phys 60.00 0.00 X 429123 0 46482 John D Calabria MD Sr Medical Director 60.00 0.00 X 318841 0 23483 Robin D Kelmenson MD SR Medical Director 60.00 0.00 X 352955 0 32458 Timothy Sullivan VP - Healthcare Affrd & Prf Imp 60.00 0.00 X 305359 0 24652 James M Connelly Former President & CEO 0.00 0.00 X 0 1177761 1161160 Derick Adams Former VP Human Resources 20.00 40.00 X 0 260439 50942 Dianna L Ronan Former Treasurer 55.00 5.00 X 255988 0 42898 5015312 9269839 2181576 168 1 1 0 Accenture LLP PO Box 70629 Chicago IL 60673 Software support & consulting 9069386 Patricia N Harrison 24416 Crocker Blvd Clinton Twp MI 80111 Advertising 5730776 Brian Unlimited Distribution 13700 Oakland St Highland Park MI 48203 Printing and Mailing 2711059 McKesson Technologies INC 5995 Windward Parkway Alpharetta GA 30005 software support & consulting 2685461 Medtouch LLC 450 Artisan Way 310 Somerville MA 02145 software support & consulting 2280389 103 Health Care Premiums 524114 1885016189 1885016189 Hlth Ins Claims Assessmt 624110 5691067 5691067 1890707256 5771232 5771232 52743558 52515462 37075 228096 -37075 191021 191021 630834 630834 630834 1897300343 1890707256 0 6593087 491240 491240 1681644499 1681644499 3209242 2424514 784728 298885 298885 93678449 86135599 7542850 10096014 9270689 825325 12487480 11264071 1223409 7269100 6631961 637139 1353706 1353706 495624 495624 265997 265997 2817441 2817441 26865579 26488158 377421 5377633 5338786 38847 29014603 28326985 687618 1890313 1854028 36285 556537 518016 38521 264560 233154 31406 2614893 2614893 23643351 19695384 3947967 UBI TAX 1361 1361 5042980 5042980 1909379487 1883433410 25946077 0 25957223 38298819 128406623 168754867 62555612 99766854 4625099 12643442 189020577 92126299 99185706 96894278 129854964 114079116 109888624 76900117 6018469 8824212 8824212 31380601 575316532 647542306 45309493 69383123 17600901 11204332 177337749 230193012 240248143 310780467 X 335068389 336761839 335068389 336761839 575316532 647542306 X -12079144 11697 13760898 X X 0 1 X 0 0 851336 851336 10952329 4907600 6044729 14520342 7137445 7382897 29033125 17042371 11990754 133663445 63038883 70624562 96894278 HAP Preferred, Inc. 5912937 C Alliance Health & Life Insurance Co. 36898994 C Midwest 25855915 C ASR 8232271 C 76900117 Medical Claims 166343395 Capital Lease 28507998 Retiree Benefits 2902187 Pension 32439432 230193012 X Part X, Line 2: HAP is an entity described under Internal Revenue Code Section 501(c)(4) and as such is exempt from federal and state income taxes. Any income not substantially related to the organization's exempt purpose may be considered unrelated business income (UBI) under IRC Section 511 and, as such, subject to tax at normal corporate rates. HAP has concluded that there are no material uncertain tax positions as of December 31, 2016 and 2015. 0 National Kidney Foundation 1900 E Jefferson 222 Detroit MI 48207 381559941 501 (c)(3) 62443 Organizational Support Leadership Oakland 4555 Investment Dr Suite 302 Troy MI 48098 383390575 501 (c)(3) 8200 Organizational support 100 Black Men One Ford Place Detroit MI 48202 383124115 501 (c)(3) 6000 Organizational support Boys & Girls Clubs of SE Michigan 26777 Halsted Rd 100 Farmington Hills MI 48331 381387123 501 (c)(3) 6300 Organizational support City of Troy- Troy Parks and Recreation 3179 Livernois Troy MI 48083 386027333 8000 Organizational support City of Warren- Warren Parks & Recreation Dept PO Box 7006 Troy MI 480077006 386006931 7000 OrgAnizational support Organizational support YMCA 1401 Broadway St A3 Detroit MI 48226 381358055 501 (c)(3) 6250 Organizational support Crim Fitness Foundation Inc 452 S Saginaw Street Suite 1 Flint MI 48502 382595169 501 (c)(3) 13150 Organizational support Detroit Urban League 208 Mack Avenue Detroit MI 48201 381358387 501 (c)(3) 6000 Organizational support Flint Cultural Center Corp 601 E Second St Flint MI 48503 386089075 501 (c)(3) 62500 Organizational support City of Detroit 18100 Meyers Detroit MI 48234 386004606 501 (c)(3) 20000 Organizational support Economic Club of Detroit 211 West Fort St 710 Detroit MI 48226 380508823 501 (c)(3) 10380 Organizational support Greater Detroit Area Health Council Inc 30200 Telegraph Suite 105 Bingham Farms MI 48025 381360904 501 (c)(3) 6000 Organizational support Old Newsboys of Flint 6255 Taylor Drive Flint MI 48507 386020365 501 (c)(3) 5000 Organizatinal support M & L Online PO Box 9072 Farmington Hills MI 483339072 383538481 501 (c)(3) 5000 Organizational support On Your Mark Youth Fitness 602 Walnut Royal Oak MI 48073 812093145 14000 Organizational support Michigan Hispanic Chapter 31455 Southfield Beverly Hills MI 48025 382872956 501 (c)(3) 6000 Organizational support Michigan Wellness Co 2125 Butterfield Dr Troy MI 48084 460825218 501 (c)(3) 5000 Organizational support Playworks Education Energized 2990 W Grand Blvd Suite 231 Detroit MI 48202 943251867 501 (c)(3) 9500 Organizational support Michigan Chronicle 479 Ledyard Detroit MI 48201 380826530 7500 Organizational support Pulse3 Foundation 1015 S Washington Saginaw MI 48601 383146518 501 (c)(3) 7500 Organizational support Organizational support Spaulding for Children 16250 Northland Dr Ste 120 Southfield MI 48075 381871660 501 (c)(3) 5000 Organizational support Wayne State University 656 W Kirby 4145 Faculty Bldg Detroit MI 48202 386028429 501 (c)(3) 5000 Organizational support Come Play Detroit LLC 1514 Washington Blvd 201 Detroit MI 48226 272031404 5000 Organizational support Gleaners Community Food Bank 2131 Beaufait Detroit MI 48207 382156255 501 (c)(3) 5000 Organizational support Humble Design Inc 180 N Saginaw Pontiac MI 48342 270410088 501 (c)(3) 5000 Organizational support Judson Center Inc 4410 W 13 Mile Rd Royal Oak MI 48073 381359084 501 (c)(3) 5000 Organizational support 23 6 Part I, Line 2: The community outreach department monitors grants paid to charitable and governmental entities. X 1 1 0 1 0 0 0 0 0 0 0 Nancy Schlichting Director - Part Year 0 1481602 0 2366503 0 835996 0 25805 0 36239 0 4746145 0 0 Michelle B Schreiber MD Director 0 362043 0 131712 0 11683 0 25805 0 28111 0 559354 0 0 Wright L Lassiter III Director/Interim Pres & CEO(part yea 0 1232452 0 965938 0 21055 0 306156 0 24552 0 2550153 0 0 Todd Hutchison Treasurer/CFO (part year) 316003 0 113152 0 810 0 19383 0 22705 0 472053 0 0 0 Dan E Champney Assistant Secretary 212935 0 64120 0 803 0 14171 0 20647 0 312676 0 0 0 Edith L Eisenmann Secretary 0 188982 0 133008 0 23742 0 20636 0 13950 0 380318 0 0 Naim Munir MD SVP & Chief Health Officer 404042 0 270319 0 15461 0 19829 0 26063 0 735714 0 0 0 Mary Ann Tournoux Sr VP & Chief Marketing Of 380735 0 228589 0 10841 0 21320 0 21371 0 662856 0 0 0 Annette M Marcath VP & Chief Information Off 242118 0 73280 0 12372 0 25277 0 21778 0 374825 0 0 0 Matthew M Walsh SVP & Chief Operating Offi 368673 0 236682 0 1710 0 23142 0 20911 0 651118 0 0 0 Balakrishna Pai MD Sr Medical Director 276474 0 99205 0 24722 0 42542 0 19108 0 462051 0 0 0 Gregory Buran VP Utilization Mgt. Phys 293457 0 107764 0 27902 0 20889 0 25593 0 475605 0 0 0 John D Calabria MD Sr Medical Director 227025 0 66700 0 25116 0 19071 0 4412 0 342324 0 0 0 Robin D Kelmenson MD SR Medical Director 252125 0 77830 0 23000 0 13890 0 18568 0 385413 0 0 0 Timothy Sullivan VP - Healthcare Affrd & Prf Imp 235835 0 69524 0 0 0 14163 0 10489 0 330011 0 0 0 James M Connelly Former President & CEO 0 14898 0 750122 0 412741 0 1160432 0 728 0 2338921 0 1571942 Derick Adams Former VP Human Resources 0 203441 0 52578 0 4420 0 19020 0 31922 0 311381 0 0 Dianna L Ronan Former Treasurer 201419 0 50347 0 4222 0 17828 0 25070 0 298886 0 0 0 Part I, Line 1a Part I - 1a: Tax indemnification and gross-up payments: Certain members of the organization's senior leadership received gross-up payments in regards to the supplemental executive retirement SERP 457 (f) plan. Part I, Line 3 The Chief Executive Officer for Health Alliance Plan is an employee of Henry Ford Health System, HAP's parent company. Henry Ford Health System has a Compensation Committee of the Board of Trustees consisting of all independent trustees. The committee meets throughout the year and is charged with the approval of the organization's overall compensation and benefit programs as well as the specific review and approval of the compensation of certain employees including the Chief Executive Officer of HAP. The committee directly engages an independent compensation advisor to assist with this process. The process includes evaluation of the individual's performance, utilization of compensation studies of similarly situated positions as well as comparisons to compensation as reported by other health care organizations. The reasonableness of compensation is evaluated based upon these and other factors. Part I, Line 4b Part I - 4b: Certain members of the organization's senior leadership team participate in a supplemental retirement program (SERP 457(f) Plan) that results in reportable taxable income as the benefits accrue, rather than as they are paid. It is an element of the plan design to absorb the advance tax impact of these plans for the participants. In such cases the related amounts are reported as taxable income to the individual and included in the determination of reasonable compensation. The employees that received this taxable benefit are also officers and or key employees of the company. 4b: HAP SERP 457(f) PLAN Mary Ann Tournoux - SERP (vested - $10,841) Naim Munir MD - SERP (vested - $10,559) Annette Marcath - SERP (vested - $11,340) Dan Champney - SERP (vested - $803) Todd Hutchison - SERP (non-vested) Matthew Walsh - SERP (non-vested) 4b: HFHS SERP 457(f) PLAN Participant Accrual Distribution Non-Vested Reportable W-2 Nancy M. Schlichting 810,039 - - 810,039 James M. Connelly 0 1,571,942 - 412,633 Wright L. Lassiter III - - 283,001 - 4b: HFHS Nonqualified 457(b) PLAN Employee Employer Medicare Reportable 2016 Contr. 2016 Contr. Tax gross-Up W-2 Amounts Nancy M. Schlichting - 18,000 433 18,433 Wright L. Lassiter III - 18,000 433 18,433 Schriber, Michelle - 5,995 184 6,139 Form 990, Part VI, Section A, line 6 HAP is a nonprofit member corporation. The responsibility for the overall governance of the corporation is shared between the Member and the Board of Directors. HAP's sole member is Henry Ford Health System (HFHS), a 501(c)(3) corporation. The President and CEO of HFHS serves on the HAP Board of Directors. The President and CEO of HAP, who is also an employee of HFHS, serves on the HAP Board of Directors. Form 990, Part VI, Section A, line 7a The HAP Board of Directors is comprised of sixteen Directors. Two Directors are ex officio Directors: the CEO of the Member and the President and CEO of HAP (also an employee of the Member). Six Directors are elected by the subscribers of HAP. Ten Directors are appointed by the Member's Board of Trustees, one of whom is a Quality Officer from HFHS. As indicated below, the Henry Ford Health System may remove the President and CEO of HAP, and may remove any of the appointed Directors, with the input of the HAP Board of Directors. The Member approves the recommendations of the HAP Board of Directors regarding the appointment/removal of the HAP President and CEO, amendments to the articles of incorporation and by-laws, the budget, mergers and acquisitions, potential Directors. Form 990, Part VI, Section A, line 7b The Member has the following reserved powers under the HAP By-laws: A) Appoint Chairperson of the HAP Board of Directors. B) Adopt agreement of merger or consolidation, or approve sale, lease or exchange of Corporation's property and assets. C) Approve the transfer of assets to other organizations or individuals if sum exceeds 5% of Corporation's total assets. D) Admit person/entity as new Member or terminate Member's membership. E) Amend HAP By-laws. F) Appoint/remove President of Corporation. G) Dissolve Corporation or revoke dissolution of Corporation. H) Approve capital and operating budgets. Form 990, Part VI, Section B, line 11b The process the organization uses to review Form 990 prior to filing with the IRS: - Review of the entire return with the organization's chief financial officer, chief operating officer and chief executive officer. - Review of all compensation matters and disclosures with the compensation committee of the organization's board of trustees. - Review of the return with the HAP finance committee of the board of trustees. - Provide a copy of the return to the board of trustees. Form 990, Part VI, Section B, line 12c The process for regularly and consistently monitoring and enforcing compliance with the conflict of interest policy for all directors and officers: HAP has a robust compliance program. The program requires all directors and officers of HAP to complete a conflict of interest document. The documents are reviewed and maintained by the Compliance Officer. In addition, HAP is required to submit Board disclosure statements to the Michigan Office of Finance and Insurance Regulations. Thus, on an annual basis, all Directors, Officers, and key employees, and others subject to IRS Form 990 reporting are requested to complete the Conflict of Interest Questionnaire. In addition, they are provided a copy of the policy. The Compliance Officer tracks receipt of the Conflict of Interest Questionnaire and follows-up on any identified conflicts. All conflicts are reported to the HAP Board of Directors' Audit Committee, and the President and CEO for review and resolution. All Directors and Officers are required, under the policy, to report to the Compliance Officer any conflicts that may arise during the year. Violations of the Conflicts of Interest Policy - The board determines if the member has in fact failed to disclose an actual or possible conflict of interest and it shall take appropriate disciplinary and corrective action. Form 990, Part VI, Section B, line 15 Part VI Section B, Question 15a & b The Organization is an affiliate of Henry Ford Health System (HFHS) who has the responsibility to oversee the compensation practice of the Organization. HFHS has a compensation committee of the board of trustees consisting of all external trustees. They meet periodically throughout the year. They are charged with approval of the Organization's overall compensation and benefit programs as well as the specific review and approval of the compensation of certain employees including the CFO, all officers and key employees of the Organization. They directly engage an independent compensation advisor to assist with this process. The process includes evaluation of the individual's performance, utilization of compensation studies of similarly situated positions, as well as comparisons to compensation as reported by other health care organizations. The reasonableness of compensation is evaluated based upon these and other factors. The committee also reviews the compensation disclosure to be made on Form 990 in advance of filing. Form 990, Part VI, Section C, line 19 The process of making governing documents, conflict of interest policy and financial statements available to the public: HAP is committed to the idea of transparency. Therefore, HAP consistently and regularly discloses most information to our providers, consumers, and employer groups. HAP's governing documents and conflict of interest policy are available on the internet. HAP Bylaws, Articles of Incorporation, and financial statements are submitted to the Michigan Office of Financial and Insurance Regulations. They are available to the public through a Freedom of Information Act request to this agency. Also, financial statements, conflict of interest policy and governing documents are available upon request for the same period of disclosure as set forth in IRC Section 6104(d). In addition, HAP will provide its Form 990 to anyone who requests to view it or to receive a copy of the Form 990. The Form 990 is also available for viewing on the following website: www.guidestar.org Form 990, Part XI, line 9: HAP Pension Adjustment 771,625. Misc Adjustment -301,510. Alliance Health & Life Insurance Co. Net Income -17,674,400. Midwest Health Plan, Inc. Net Income 4,371,542. Administration Systems Research Corporation Net Income 3,674,663. HAP Preferred Net Income 1,819,978. Gain on Sale Membership- MHP 1,696,000. Acquisition Non-Controling Interest -27,724,000. Acquisition Inherent Contribution Health Plus 17,527,000. Acquisition Inherent Contribution HPI-Flint 932,000. Additional Paid in Capital 30,000,000. Dividends Paid ASR -1,332,000. FORM 990, PART XII - LINE 2C Health Alliance Plan of Michigan is included in the consolidated financial statements of Henry Ford Health System. The governing body of HFHS has delegated the oversight of the financial statements, including the choice of independent auditors, to its audit committee. PART IV, LINE 12 THE ORGANIZATION IS AN ELEMENT OF THE EXTERNAL AUDIT REPORT OBTAINED FOR THE CONSOLIDATED OPERATIONS OF HENRY FORD HEALTH SYSTEM. FORM 990, PART VII AVERAGE HOURS PER WEEK DEVOTED TO RELATED ORGANIZATIONS: MANY EXECUTIVE EMPLOYEES OF HFHS PROVIDE SERVICES TO MULTIPLE AFFILIATED ENTITIES. HENRY FORD HEALTH SYSTEM USES ESTIMATES FOR REPORTING AVERAGE HOURS PER WEEK IN ALL SECTIONS OF FORM 990. GENERALLY 60 HOURS ARE REPORTED FOR THE HOURS ASSOCIATED FOR THE ORGANIZATION THAT THE INDIVIDUAL HAS PRINCIPAL RESPONSIBILITY FOR. HOURS ASSICIATED WITH OTHER HOSPITAL OR LARGER ORGANIZATIONS ARE REPORTED AT 5 PER WEEK AND FOR SMALLER ORGANIZATIONS 1 HOUR PER WEEK IS REPORTED. Henry Ford Health System One Ford Place Detroit MI 48202 381357020 Healthcare Service Provider MI 501(c)(3) Line 3 N/A 0 Henry Ford Macomb Hospital Corporation One Ford Place Detroit MI 48202 382947657 Healthcare Service Provider MI 501(c)(3) Line 3 Henry Ford Health System 1 Henry Ford Health System Foundation One Ford Place Detroit MI 48202 237383042 Supporting Organization MI 501(c)(3) Line 12a, I Henry Ford Health System 1 Henry Ford Wyandotte Hospital 2333 Biddle Ave Wyandotte MI 48192 382791823 Healthcare Service Provider MI 501(c)(3) Line 3 Henry Ford Health System 1 HFHS Self Funded Liability One Ford Place Detroit MI 48202 386553031 Malpractice Insurance MI 501(c)(4) N/A Henry Ford Health System 1 Henry Ford Allegiance Health Group 205 N East Avenue Jackson MI 49201 382756428 Healthcare Service Provider MI 501(c)(3) Line 11b, Part 11 Henry Ford Health System 1 Henry Ford Continuing Care One Ford Place Detroit MI 48202 382433285 Nursing Homes MI 501(c)(3) 9 Henry Ford Health System 1 HFII Corporation One Ford Place Detroit MI 48202 900840304 Scientific Research MI 501(c)(3) 7 Henry Ford Health System 1 Henry Ford Government Affairs Services One Ford Place Detroit MI 48202 464064067 Advocacy Svs for HFHS & Affil's MI 501(c)(4) N/A Henry Ford Health System 1 Allegiance Health Foundation 205 N East Avenue Jackson MI 49201 383607833 Supporting Organization MI 501(c)(3) Line 11b, Part 11 Henry Ford Allegiance Health Group 1 Hospice of Jackson dba Allegiance Hospice 205 N East Avenue Jackson MI 49201 382336367 Hospice Care MI 501(c)(3) 7 Healthlink 1 The Hospice of Jackson Endowment Fund One Jackson Square Jackson MI 49201 383422146 Supporting Organization MI 501(c)(3) Line 11b, Part 11 Allegiance Hospice 1 Healthlink 205 N East Avenue Jackson MI 49201 382756425 Home Health Care MI 501(c)(3) Line 11a, Part 1 Henry Ford Allegiance Health Group 1 Volunteers of Henry Ford Allegiance Health 205 N East Avenue Jackson MI 49201 386082835 Supporting Organization MI 501(c)(3) 7 Henry Ford Allegiance Health Group 1 Carelink of Jackson 110 North Elm Avenue Jackson MI 49201 381218485 Long Term Acute Hospital MI 501(c)(3) 3 Henry Ford Allegiance Health Group 1 Northwest Detroit Dialysis 30100 Telegraph Bingham Farms MI 48025 383232668 Operate Dialysis Clinic MI Henry Ford Health System Related 0 0 Macomb Regional Dialysis Centers 16151 Nineteen Mile Rd Clinton Township MI 48038 260423581 Operate Dialysis Clinic MI Henry Ford Health System Related 0 0 Foote Health Care Associates 1100 E Michigan Avenue Jackson MI 49201 383017711 Lessor of Medical Condominiums MI Henry Ford Allegiance Health Group Related 0 0 Alliance Health and Life Insurance Company 2850 West Grand Boulevard Detroit MI 48202 383291563 Health Insurance MI Health Alliance Plan C 399420630 111167324 1.00000 1 HAP Preferred Inc 2850 West Grand Boulevard Detroit MI 48202 382513504 Provider Network Leasing MI Health Alliance Plan C 16213983 14927302 1.00000 1 Sha Realty Inc One Ford Place Detroit MI 48202 381378121 Recreational Service - Golfing MI Henry Ford Health System C 1 Fairlane Health Services 30100 Telegraph Bingham Farms MI 48025 382565235 Healthcare Management MI Henry Ford Health System C 1 Onika Insurance Ltd First Carribean House Grand Cayman CJ Captive Insurance CJ Henry Ford Health System C 1 HAP Midwest Health Plan Inc 2800 West Grand Boulevard Dearborn MI 48126 383123777 Health Insurance MI Health Alliance Plan C 153201024 85429269 1.00000 1 Administration Systems Research Corporation International 2850 West Grand Boulevard Detroit MI 48202 382651185 Third Party Administrator MI Health Alliance Plan C 24611605 15165034 0.66670 1 Henry Ford Physician Network One Ford Place Detroit MI 48202 320306774 Physician Network MI Henry Ford Health System C 1 HAP Community Alliance 2850 West Grand Boulevard Detroit MI 48202 270449055 Management Company MI Health Alliance Plan C 1.00000 1 Viking Health System Inc 205 N East Avenue Jackson MI 49201 382756161 Healthcare Admin Corporation MI Henry Ford Allegiance Health C 1 Cascades Insurance Company LTD 205 N East Avenue Jackson MI 49201 981132982 Hospital Malpractice Insurance Captive CJ Henry Ford Allegiance Health C 1 0 0 1 0 1 0 0 0 0 1 0 1 1 1 0 1 1 1 0 WA Foote Memorial Hospital M 229901 Fair market value HAP Preferred Inc Q 6722280 Fair market value Henry Ford Wyandotte Hospital M 27884534 Fair market value Henry Ford Macomb Hospital Corporation M 35853968 Fair market value Alliance Health & Life Insurance Company Q 56531272 Fair market value HAP Midwest Health Plan Q 2391899 Fair market value Henry Ford Macomb Hospital Corporation L 445031 Fair market value Fair market value Fair market value Fair market value Fair market value Northwest Detroit Dialysis Center M 4317912 Fair market value Macomb Regional Dialysis M 384139 Fair market value Henry Ford Allegiance Health M 229901 Fair market value SCHEDULE R, PART V, LINE 1D & 1E: The organization, as a Designated Affiliate, is a member of the Henry Ford Health System Credit Group. Members of the Credit Group are jointly and severally liable for outstanding obligations issued under the 2016 HFHS Bond Master Indenture. SCHEDULE R, PART V, LINE 2, COL. C: All transactions involved cash transfers at the time of services rendered or received. Therefore, the cash value at the time of the transactions is considered the fair market value.