2014-11-13T12:38:51-06:00 2013-12-31 420714325 McGladrey LLP One South Wacker Suite 800 Chicago IL 60606 990 2013-01-01 382242827 HEALTH ALLIANCE PLAN OF MICHIGAN HEAL 3136648559 2850 WEST GRAND BOULEVARD DETROIT MI 48202 Dianna Ronan Treasurer 3136648559 2014-11-13 1 Zachary A Fortsch P00052725 3126343400 2013 2015-11-30 17:44:51Z James M Connelly 2850 WEST GRAND BOULEVARD DETROIT MI 48202 1949582146 0 X www.hap.org X 1979 MI Provide access to quality health care coverage. 20 17 1045 99 33623 26211 0 0 1885558873 1858618706 9387628 5323581 817222 141755 1895763723 1864084042 0 0 1707495571 1665521945 75975479 89986791 0 0 0 91114938 89301935 1874585988 1844810671 21177735 19273371 613973861 607788706 272357347 246274014 341616514 361514692 X To enhance the health and well-being of the lives we touch. 0 0 1816583023 1858618706 Health Alliance Plan (HAP) is a nonprofit, regional health insurance company 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.Participating Physicians and Ancillary Providers: HAP contracts with Michigan's leading healthcare providers to provide medical services to its members. Approximately 90 percent of HAP's revenue is paid to the contracted healthcare providers for administering care. HAP's robust provider networks include the leading Michigan doctors, hospitals and health systems: Beaumont, St. John/Providence, Henry Ford Health System, Genesys, McLaren and the University of Michigan. Statewide and national provider network solutions are available through strategic partnerships 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 2013, HAP's HMO membership enrollment was 329,298; HAP serviced 3,999,656 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 members incurred 15,788 hospital stay admissions in 2013 for medical/surgical procedures, and 1,720 hospital 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. Examples of member communications include:1) Personal Service Coordinators who are assigned to members during the first two years of membership to help them maximize their HAP coverage and navigate the healthcare system.2) State-of-the-art wellness tools to help members manage their health, such as the online health coaching software (iStrive for better health) and links on HAP's website (hap.org) to smoking cessation, stress reduction, weight loss programs, and others.3) Health and Wellness Programs:* Preventive Services HAP covers cancer screenings, physicals, flu shots and a variety of other services.* Worksite Wellness programs bring free or low-cost preventive services and health education to the workplace.* iStrive for better health provides online health coaching.* Weight Watchers discounts and member events promote lasting weight control.* Member friendly educational tools help members manage their plan benefits and their health. * Wellness programs and publications help members at every age and every stage of life: Couch to 5K, Revitalize Your Life, Smart 60s and Creating a Healthier You. * Global Emergency Services and 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 in another country, and free idendity theft protection.* Care for Chronic Conditions - HAP's Restore CareTrack disease management program matches chronically ill members with the resources they need to reach their personal health goals, from personalized health information to inspirational nurse health coaching.* Behavioral Health - Specially trained social workers, psychologists and counselors provide integrated behavioral and medical disease management services to members with mental health and substance abuse conditions.* Pharmacy Initiatives - HAP pharmacists ensure members have access to safe, effective medications.* Medication Therapy Management Program - HAP pharmacists counsel seniors with chronic conditions and their physicians to make taking multiple medications safer and more effective.HAP is a full service health maintenance organization with distinct product portfolios:* Group Plans - PPO, EPO and HMO; Health Engagement programs offer employees incentives to adopt a healthier lifestyle.* Personal plans - HAP Personal Alliance PPO, HSA and Short-Term health plans are for individuals and families not covered through employer health insurance.* Medicare Solutions - HAP Medicare Solutions offer PPO and HMO plans, prescription drug plans, and Medicare Supplement plans for individuals and employer-sponsored retirees.Community Stewardship: Couch to 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. Launched in 2013, HAP's 9-week Couch to 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. RSVPs for the kickoff were 33% higher than capacity, resulting in a wait list. Participants who completed the program and ultimately competed in the 5K run reported lower blood pressure, increased stamina and weight loss.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 - gives adults free access to water aerobics classes in the following locations: Detroit, Flint, Livonia, Marine City, Southfield, Troy, Warren and Wayne. Classes are open to the public - not just HAP members. Ready, Set, Cook: This free after-school program, Ready, Set, Cook, addresses childhood obesity by teaching children ages 8-14 how to use healthy, simple recipes and inspires the whole family to eat healthier, use fewer processed foods and eat out less often - improving their health and saving money while doing it.Enhance Fitness: HAP partners with the National Kidney Foundation of Michigan to bring Enhance Fitness to the community. 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.HYPE FitXtreme: HAP sponsored a group fitness class offered to members and non-members of the HYPE Recreation Center in Dearborn Heights, MI. The class will be a combination of Cross-Fit, P90X and Insanity with a traditional boot camp setting. The regiment will implement circuit training, pilates, yoga, plyometrics and athletic development exercises.Connect 4: Your Destiny to Wellness provides wellness lessons, linking the four healthy habits of the American Academy of Pediatrics, 5-2-1-0 (5 fruits and vegetables daily, 2 hours or less of recreational screen time, 1 hour or more of physical activity and 0 sugary drinks) to religious principles. Lessons are provided via modules for students in kindergarten through fifth grade and each wellness lesson is supported by a memory verse and passage from the Bible, Qur'an, and Tanakh. Parents are supplied with a Goal Tracker to help children integrate the wellness guide into their daily routine.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 2013 HAP matched $3,610 in employee donations to 20 different organizations.START! Heart Walk (Detroit): In 2013, 142 HAP walkers and volunteers raised more than $20,500 to support the American Heart Association's efforts to fight heart disease and stroke.Bowling for Kids' Sake (Sterling Heights): HAP volunteers raised funds in support of the Big Brothers Big Sisters of Metropolitan Detroit. Also 78 HAP volunteers became Big Brothers Big Sisters Lunch Buddies.Walk to End Alzheimer's (Royal Oak): In 2013, 23 HAP employees and family members participated in the Annual Walk to End Alzheimer's, raising nearly $1,600 to support progress in prevention, treatment and an eventual cure, as well as those affected by the disease.68 volunteers served food at the Capuchin Soup Kitchen. 1816583023 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 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 0 1 8663 0 1 1045 1 1 1 0 0 0 0 0 X 20 17 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Dianna Ronan 3136648559 2850 West Grand Boulevard Detroit MI 48202 Susan Wells Director 1.00 X 0 0 0 Marvin Beatty Director 1.00 X 0 0 0 Lauren B Foster CPA Director 1.00 X 0 0 0 Jack Martin Chairperson 1.00 4.00 X X 0 0 0 Nancy Schlichting Director 5.00 63.00 X 0 3052459 53629 James M Connelly President & CEO start Oct 2013 10.00 56.00 X X 0 1108016 45562 Shari L Burgess Director 1.00 X 0 0 0 Joyce V Hayes Giles Director 1.00 X 0 0 0 Jamie C Hsu PhD Director 1.00 X 0 0 0 Kirk J Lewis Director 1.00 X 0 0 0 Sandra A Cavette Director 1.00 X 0 0 0 Marquerite S Rigby Director 1.00 X 0 0 0 Harvey Hollins III Director 1.00 X 0 0 0 Colleen M Ezzeddine PhD Director 1.00 X 0 0 0 Judith S Milosic Director 1.00 X 0 0 0 Paul Hughes-Cromwick Director 1.00 X 0 0 0 Susanne M Mitchell Director 1.00 X 0 0 0 Michelle B Schreiber Director 1.00 60.00 X 0 308818 69232 James G Vella Director 1.00 X 0 0 0 Kim E Schatzel PhD Director 1.00 X 0 0 0 Robin Scales-Wooten Director 1.00 X 0 0 0 Rebecca R Smith Director 1.00 X 0 0 0 William A Conway MD Director 1.00 61.00 X 0 707229 138225 William R Alvin President & CEO until Sep 2013 55.00 6.00 X X 0 1071930 43518 Cindy Bala-Brusilow Director 1.00 X 0 0 0 Linda Ewing Director 1.00 X 0 0 0 Dianna L Ronan Treasurer 60.00 X 251546 0 50917 Irita Matthews Assistant Secretary 50.00 X 161513 0 32943 Jeanne M Dunk Secretary until Aug 2013 60.00 X 296648 0 24019 Ronald W Berry Treasurer until Dec 2013 60.00 X 430854 0 57636 Edith L Esienmann Secretary 1.00 67.00 X 0 220523 38669 Naim Munir SVP & Chief Health Officer 50.00 X 628512 0 58763 Christopher Pike Sr VP & Chief Information Officer 50.00 X 374742 0 34569 Mary Ann Tournoux Sr VP & Chief Marketing Officer 50.00 X 428688 0 33254 Derick Adams VP Human Resources Until April 2013 20.00 40.00 X 72695 159221 38031 Howard M Flasch VP Corporate Initiative 50.00 X 358225 0 92273 Annette M Marcath VP & Chief Information Officer 50.00 X 265607 0 58669 Dan E Champney VP Assoc General Counsel 50.00 X 223595 0 31846 Balakrishna Pai Sr Medical Director 50.00 X 319697 0 62959 Karen Wintringham VP Medicare Advantage Prog 50.00 X 274459 0 48400 Todd Hutchinson VP Underwriting & Actuarial Services 50.00 X 296302 0 31928 Gregory Buran VP Utilization Mgt. Phys 50.00 X 301496 0 41997 John D Calabria Sr Medical Director 50.00 X 269915 0 38103 Randy Walker Former Sr VP Health Care Manageme 0.00 50.00 X 0 319696 52816 4954494 6947892 1177958 142 1 1 0 Accenture LLP PO Box 70629 Chicago IL 60673 Software support & consulting 45029811 Patricia N Harrison 24416 Crocker Blvd Clinton Twp CO 80111 Advertising 6258566 RCG Global Services Inc PO BOX 822581 Philadelphia MI 48036 Software support & consulting 5863282 The Trizetto Group Inc 6061 S Willow Dr Greenwood Village CO 80111 Consulting services 4871594 National Business Supply Inc 2595 Bellingham Dr Troy MI 48083 Furniture and set up 3564326 127 Health Care Premiums 524114 1847660374 1847660374 Hlth Ins Claims Assess 624110 10958332 10958332 1858618706 4393601 4393601 86408190 19894 85476178 21926 932012 -2032 929980 929980 Member Income 541900 33623 33623 108132 108132 141755 1864084042 1858618706 33623 5431713 1665521945 1665521945 3165746 2784002 381744 809158 809158 65972551 60834668 5137883 7774335 7018852 755483 7024366 6341763 682603 5240635 4731368 509267 854182 854182 253776 253776 500490 500490 2132415 2132415 12826491 12800318 26173 4303824 4281065 22759 33356280 33336664 19616 3141926 2994104 147822 512326 449460 62866 233706 170491 63215 1381796 1381796 12851145 10409282 2441863 16953578 2776626 14176952 1844810671 1816583023 28227648 0 383572 14740390 202141701 156956444 55901225 56736708 3105872 3188347 141899780 43730596 59993533 98169184 154639704 135280270 120384602 126161113 8598706 7732038 8824946 8824212 613973861 607788706 35670475 37359802 16904541 5401360 219782331 203512852 272357347 246274014 X 341616514 361514692 341616514 361514692 613973861 607788706 X 19273371 -4303796 4928603 X 0 1 X 1 0 380336 380336 7252576 3467830 3784746 11647671 5611360 6036311 25831513 15889463 9942050 96787684 18761943 78025741 98169184 126161113 C 126161113 Medical Claims 134570287 Capital Lease 43441321 Retiree Benefits 1415014 Pension 24086230 203512852 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, 2013 and 2012. X 0 0 1 1 0 0 0 0 0 0 0 Nancy Schlichting Director 0 1419555 0 1033404 0 599500 0 29308 0 24321 0 3106088 0 0 James M Connelly President & CEO start Oct 2013 0 662923 0 268013 0 177080 0 29308 0 16254 0 1153578 0 0 Michelle B Schreiber Director 0 257507 0 45360 0 5951 0 29308 0 39924 0 378050 0 0 William A Conway MD Director 0 637554 0 50782 0 18893 0 118540 0 19685 0 845454 0 0 William R Alvin President & CEO until Sep 2013 0 445022 0 217182 0 409726 0 31858 0 11660 0 1115448 0 0 Dianna L Ronan Treasurer 224186 0 23332 0 4028 0 34639 0 16278 0 302463 0 0 0 Irita Matthews Assistant Secretary 141497 0 18444 0 1572 0 13763 0 19180 0 194456 0 0 0 Jeanne M Dunk Secretary until Aug 2013 153272 0 44550 0 98826 0 14190 0 9829 0 320667 0 0 0 Ronald W Berry Treasurer until Dec 2013 345563 0 65270 0 20021 0 37207 0 20429 0 488490 0 0 0 Edith L Esienmann Secretary 0 180375 0 19688 0 20460 0 25545 0 13124 0 259192 0 0 Naim Munir SVP & Chief Health Officer 390970 0 234920 0 2622 0 37554 0 21209 0 687275 0 0 0 Christopher Pike Sr VP & Chief Information Officer 277051 0 51789 0 45902 0 15226 0 19343 0 409311 0 0 0 Mary Ann Tournoux Sr VP & Chief Marketing Officer 317566 0 57435 0 53687 0 15151 0 18103 0 461942 0 0 0 Derick Adams VP Human Resources Until April 2013 47363 155968 24366 3253 966 0 3981 13532 2606 17912 79282 190665 0 0 Howard M Flasch VP Corporate Initiative 178186 0 123960 0 56079 0 72404 0 19869 0 450498 0 0 0 Annette M Marcath VP & Chief Information Officer 217867 0 46445 0 1295 0 41866 0 16803 0 324276 0 0 0 Dan E Champney VP Assoc General Counsel 203219 0 20376 0 0 0 12846 0 19000 0 255441 0 0 0 Balakrishna Pai Sr Medical Director 248465 0 38312 0 32920 0 45789 0 17170 0 382656 0 0 0 Karen Wintringham VP Medicare Advantage Prog 236576 0 34397 0 3486 0 28358 0 20042 0 322859 0 0 0 Todd Hutchinson VP Underwriting & Actuarial Services 261822 0 33960 0 520 0 10968 0 20960 0 328230 0 0 0 Gregory Buran VP Utilization Mgt. Phys 243031 0 33945 0 24520 0 20538 0 21459 0 343493 0 0 0 John D Calabria Sr Medical Director 218027 0 30911 0 20977 0 34660 0 3443 0 308018 0 0 0 Randy Walker Former Sr VP Health Care Manageme 0 290980 0 23105 0 5611 0 31859 0 20957 0 372512 0 0 Part I, Line 1a Part I - 1a: Tax indemnification and gross-up payments: 2 key employees received gross-up payments in regards to the supplemental executive retirement 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, Lines 4a-b Part I - 4a: Jeanne M. Dunk - Severance .............. 95,866 Howard Flasch - Severance .............. 56,079 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 of the company. 4b: Mary Ann Tournoux - SERP (vested - $36,787) Christopher Pike - SERP (vested - $26,692) Naim Munir MD - SERP (non-vested) Howard Flasch - SERP (non-vested) Walgreens Nancy Schlichting - Director serves on the board of Walgreens 25647264 Pharmacy Claim Payments 0 City of Detroit Jackie Martin - CFO of City of Detroit 37762518 Premium revenue 0 Integrated Supply Chain Solutions LLC Kirk J. Lewis - 15% Owner of Integrates Supply Chain Solutions LLC 134630 HAP Supplier of office supplies 0 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 twenty 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. Twelve 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 11 The process the organization uses to review Form 990 prior to filing with the IRS: Prior to submission of IRS Form 990, Health Alliance Plan provides Form 990 to the Finance Committee of the HAP Board of Directors for their review. All the voting members of the Board receive a complete copy of Form 990 prior to its filing and receive a written report from the Finance Committee on the results of the committee's review of Form 990 at the October Finance Committee meeting. 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 disclousre 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 14,910,582. Unrelated Income from Limited Liability Partnership -33,623. Alliance Health & Life Insurance Co. Net Income 508,949. Midwest Health Plan, Inc. Net Income 8,527,944. Administration Systems Research Corporation Net Income 1,511,973. HAP Preferred Net Income 1,302,778. Dividends Paid - Henry Ford Hospital System -21,800,000. HAP Community Alliance 2850 West Grand Boulevard Detroit MI 48202 270449055 Health Maintenance Organization MI 0 0 Health Alliance Plan Henry Ford Health System One Ford Place Detroit MI 48202 381357020 Healthcare Service Provider MI 501(c)(3) 3 N/A 0 Henry Ford Macomb Hospital Corporation One Ford Place Detroit MI 48202 382947657 Healthcare Service Provider DE 501(c)(3) 3 Henry Ford Health System 1 Henry Ford Health System Foundation One Ford Place Detroit MI 48202 237383042 Supporting Organization MI 501(c)(3) 11a-Type 1 Henry Ford Health System 1 Henry Ford Wyandotte Hospital 2333 Biddle Ave Wyandotte MI 48192 382791823 Healthcare Service Provider MI 501(c)(3) 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 Downriver Center for Oncology One Ford Place Detroit MI 48202 383193008 Healthcare Service Provider MI 501(c)(3) 3 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 Northwest Detroit Dialysis 30100 Telegraph Bingham Farms MI 48025 383232668 Operate Dialysis Clinic MI Henry Ford Health System Related 0 0 Dialysis Partners of NW Ohio 30100 Telegraph Bingham Farms MI 48025 341877956 Operate Dialysis Clinic OH 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 Alliance Health and Life Insurance Company 2850 West Grand Boulevard Detroit MI 48202 383291563 Health Insurance MI Health Alliance Plan C 508949 64169554 1.00000 1 HAP Preferred Inc 2850 West Grand Boulevard Detroit MI 48202 382513504 Provider Network Leasing MI Health Alliance Plan C 1302778 8513484 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 Horizon Properties Inc One Ford Place Detroit MI 48202 382679527 Real Estate - Lessor Buildings MI Henry Ford Macomb Hospital Group C 1 Onika Insurance Ltd First Carribean House Grand Cayman CJ Captive Insurance CJ Henry Ford Health System C 1 Midwest Health Plan Inc 4700 Schaefer Rd Suite 340 Dearborn MI 48126 383123777 Health Insurance MI Health Alliance Plan C 8527944 150925000 1.00000 1 Administration Systems Research Corporation International 2850 West Grand Boulevard Detroit MI 48202 382651185 Third Party Administrator MI Health Alliance Plan C 1511973 3392753 0.66670 1 Henry Ford Physician Network One Ford Place Detroit MI 48202 320306774 Physician Network MI Henry Ford Health System C 0 0 0 0 0 1 1 0 0 0 0 0 1 1 1 0 1 1 1 0 HAP Preferred Inc Q 5753050 Fair market value Alliance Health and Life Insurance Company Q 28160631 Fair market value HAP Preferred Inc P 3819487 Fair market value Henry Ford Wyandotte Hospital M 31787778 Fair market value Henry Ford Macomb Hospital Corporation M 45301610 Fair market value Henry Ford Physician Network M 2391002 Fair market value Midwest Health Plan Inc Q 2555066 Fair market value Administration Systems Research Corporation International Q 161785 Fair market value Henry Ford Continuing Care Corporation M 1231637 Fair market value Downriver Center for Oncology M 1002419 Fair market value SCHEDULE R, PART V, LINE 1D & 1E: The organization is a member of the Henry Ford Health System Obligated Group. Members of the Obligated Group are jointly and severally liable for outstanding obligations issued under the 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.