2023-11-15T09:04:27-06:00 2022-12-31 PwC US Tax LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2022-01-01 042452600 HARVARD PILGRIM HEALTH CARE INC % SCOTT WALKER HARV 7812636000 1 WELLNESS WAY CANTON MA 020211166 MARK PORTER CAO & TREASURER 7812636000 2023-11-12 true MARK PORTER 999009999 GWEN SPENCER P00858539 6175305000 2023-11-10 3 2022 2023-04-26 12:10:37Z CAIN HAYES 1 WELLNESS WAY CANTON MA 020211166 2064870158 false X www.harvardpilgrim.org X 1969 MA SEE SCHEDULE O 14 13 98 0 260410650 0 79331804 62940443 1884891334 1762272007 83374901 22358243 4097242 3521121 2051695281 1851091814 10770365 6000000 1705515450 1517656041 94203605 100023347 0 0 0 280058143 256835572 2090547563 1880514960 -38852282 -29423146 1205351774 1102710194 494363284 466733432 710988490 635976762 X SEE SCHEDULE O false false 1762975600 6000000 1764855629 TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. AT 12/31/22, HPHC, INC. HAD 215,740 FULLY INSURED MEMBERS, AMBULATORY ENCOUNTERS WERE 1,946,546 AND HOSPITAL DAYS INCURRED WERE 52,375. 62940443 0 0 HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC PERFORMS RESEARCH AND RESEARCH ADMINISTRATION FOR GRANTS AND CONTRACTS AWARDED TO HPHC, INC. THE INSTITUTE IS A COLLABORATION BETWEEN HPHC, INC. AND HARVARD MEDICAL SCHOOL. ITS MISSION IS TO IMPROVE HEALTHCARE DELIVERY AND POPULATION HEALTH THROUGH INNOVATIVE RESEARCH AND TEACHING. 1825916043 true true false true false false false false false false true true false true true true true true false false false false false false false false false true false true false false false false false false false false false false false false true true true true true false true 12176 0 true 98 true true true false false false false false false false false false false false X 14 13 true false false false true true true true true false false true true true true true true true true false MA X SCOTT WALKER 6179729400 1 WELLNESS WAY CANTON MA 020211166 X CAIN HAYES PRESIDENT & CEO 10.0 40.0 X X 0 2440620 335990 MICHAEL CARSON FORMER PRESIDENT 0.0 0.0 X 0 2220842 0 UMESH KURPAD CFO 10.0 40.0 X 0 1495153 197450 DEREK ABRUZZESE SVP, CORP STRATEGY (END 4/15) 10.0 40.0 X 0 1573814 56051 THOMAS CROSWELL FORMER CEO 0.0 0.0 X 0 1500205 13348 TISA HUGHES CLERK/SECR;CHIEF LEGAL OFFICER 10.0 40.0 X 0 1189371 119513 MICHAEL SHERMAN MD CHIEF MEDICAL OFFICER 10.0 40.0 X 0 1114767 167305 PHILIP BARR EVP, PRESIDENT, MARKETS 10.0 40.0 X 0 1074785 165727 MARK PORTER SVP, CHIEF ACCOUNTING OFFICER 10.0 40.0 X 0 1045332 161168 TRACEY CARTER SVP, CHIEF ACTUARY 10.0 40.0 X 0 1035246 161767 PETE CHURCH CHIEF PEOPLE OFFICER 10.0 40.0 X 0 1013577 169588 DEBORAH NORTON FORMER SVP, CIO 0.0 0.0 X 786096 0 0 BETH ROBERTS FORMER SVP, PRE. COMMERCIAL 0.0 0.0 X 0 725734 54098 CHARLES GOHEEN FORMER CFO 0.0 0.0 X 754166 0 0 PATRICIA HOWARD CHIEF OPERATIONS OFFICER 10.0 40.0 X 0 614901 127646 ROLAND PRICE TREASURER 10.0 40.0 X 0 541488 110632 MARC SPOONER FORMER COO 0.0 0.0 X 0 499935 0 JOYCE MURPHY DIRECTOR, CHAIR (END 6/7) 1.5 6.5 X X 89000 0 0 EILEEN AUEN DIRECTOR, CHAIR (START 6/7) 1.5 6.5 X X 77625 0 0 MICHAEL J MCCOLGAN DIRECTOR 0.75 3.25 X 73000 0 0 MICHAEL SHEA DIRECTOR 0.85 3.15 X 71500 0 0 GREGORY D TRANTER DIRECTOR, VICE CHAIR (END 6/7) 0.65 3.35 X X 68500 0 0 HEDWIG VEITH WHITNEY DIRECTOR 0.75 3.25 X 68500 0 0 MYECHIA MINTER-JORDAN MD DIRECTOR 0.75 3.25 X 65500 0 0 BERTRAM L SCOTT DIRECTOR 0.8 3.2 X 61875 500 0 TODD WHITBECK DIRECTOR 0.85 3.15 X 62000 0 0 GREG SHELL DIRECTOR,VICE CHAIR(START 6/7) 0.5 3.5 X X 55000 6000 0 IRINA SIMMONS DIRECTOR 0.6 3.4 X 60000 0 0 RAYMOND PAWLICKI DIRECTOR 0.75 3.25 X 59000 0 0 SCOTT HARTZ DIRECTOR (END 6/7) 0.75 3.25 X 47000 0 0 THOMAS O'NEILL III DIRECTOR (END 6/7) 0.75 3.25 X 36000 0 0 PETER SLAVIN MD DIRECTOR (START 8/22) 0.8 3.2 X 7334 0 0 2115762 18086270 1840283 2 true true false UNITED BEHAVIORAL HEALTH 425 MARKET ST 14TH FL SAN FRANCISCO CA 941052403 OUTSOURCE 14649912 DELOITTE TOUCHE LLP PO BOX 844717 DALLAS TX 752844717 CONSULTING 13617749 CRONIN GERVINO INSURANCE AGY 171 LONDONDERRY TURNPIKE RD HOOKSETT NH 03106 CONSULTING 4807170 COTIVITI INC 50 DANBURY RD WILTON CT 06897 OUTSOURCE 4700854 SEI-BOSTON LLC 11500 NORTHLAKE DRIVE STE 450 CINCINNATI OH 45249 CONSULTING 4213780 203 47001029 15939414 62940443 MEMBER PREMIUMS & FEES 524114 1501890865 1501890865 PPO PREMIUMS (FULLY INSURED) 524298 260381142 260381142 1762272007 22391187 -25655 22416842 0 0 1646819 709320 937499 0 937499 55163 882336 206290956 6745124 205447849 7621175 843107 -876051 -32944 -32944 0 0 0 0 0 0 0 0 0 PROVIDER SETTLEMENT & OTHER 900099 2583622 2583622 2583622 1851091814 1504474487 260410650 23266234 X 6000000 6000000 0 0 1517656041 1517656041 0 0 78983577 63186861 15796716 0 -223296 -178637 -44659 0 20703016 16562413 4140603 0 560050 448040 112010 0 0 1506252 0 1506252 0 6356652 0 6356652 0 0 0 0 12866634 12866634 0 0 9069536 9069536 0 0 39718730 31774984 7943746 0 85434414 68347531 17086883 0 0 5241613 4193290 1048323 0 175718 175718 0 0 0 56527 56527 0 0 -6888757 -5511006 -1377751 0 0 1030472 824378 206094 0 0 GRANT EXPENDITURES 63692332 62940443 751889 0 BROKER FEES 33214652 33214652 0 0 OTHER EXPENSES 5300117 4240094 1060023 0 CONTRACTED SERVICES 60680 48544 12136 0 1880514960 1825916043 54598917 0 85629547 -8300632 25420669 23908386 0 0 159114173 188017109 0 0 0 0 0 0 0 0 7372158 6279504 602058229 578091237 26293330 23966992 200501927 163684453 270888235 261167327 0 0 0 0 430131735 443987055 1205351774 1102710194 325261545 254356046 0 0 0 0 0 0 0 0 0 0 0 0 0 0 169101739 212377386 494363284 466733432 X 0 0 0 0 710988490 635976762 710988490 635976762 1205351774 1102710194 X -29423146 -86997847 41409265 X X false true X true true true X 59119049 57613894 65457721 79331804 62940443 324462911 1685695259 1519972733 1571425742 1632644608 1501890865 7911629207 0 0 0 1744814308 1577586627 1636883463 1711976412 1564831308 8236092118 0 58837041 56053752 51449790 54943955 53364320 274648858 58837041 56053752 51449790 54943955 53364320 274648858 7961443260 17975480 19809170 18720153 23524752 24063661 104093216 0 17975480 19809170 18720153 23524752 24063661 104093216 0 2436051 2695104 4743055 3156296 2583622 15614128 1765225839 1600090901 1660346671 1738657460 1591478591 8355799462 0.95280 0.95230 0.01246 0.01116 X FORM 990, SCHEDULE A, PART III, LINE 12 DETAIL OF OTHER INCOME OTHER INCOME IS COMPOSED OF PROVIDER SETTLEMENT/OTHER MISC. REVENUES FOR THE TAX YEARS REPORTED. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 0 false true 0 0 false FORM 990, SCHEDULE C, PART II-B, LINE 1 DETAIL OF LOBBYING ACTIVITIES POINT32HEALTH, INC., A RELATED IRC SECTION 501(C)(4) ORGANIZATION AND SOLE CORPORATE MEMBER OF HARVARD PILGRIM HEALTH CARE, INC. (HPHC), ENGAGES IN LOBBYING ACTIVITIES ON BEHALF OF ITSELF AND RELATED ORGANIZATIONS. POINT32HEALTH SERVICES, INC., A RELATED FOR-PROFIT ORGANIZATION, PAYS FOR ALL LOBBYING EXPENSES INCURRED, INCLUDING THE SALARIES ASSOCIATED WITH ANY DIRECT LOBBYING ACTIVITIES. EXAMPLES OF LOBBYING ACTIVITIES INCLUDE STRATEGIES FOR ADDRESSING PENDING LEGISLATION AND PROVIDING LEGISLATORS WITH INFORMATION REGARDING THE IMPACT OF ANY PENDING LEGISLATION ON THE ORGANIZATION'S ACTIVITIES. TOTAL LOBBYING EXPENSES INCURRED BY POINT32HEALTH SERVICES, INC. FOR THE YEAR ENDED DECEMBER 31, 2022 WERE APPROX. $1,441,800. HPHC IS ALSO A MEMBER OF VARIOUS TRADE ASSOCIATIONS, INCLUDING THE MASSACHUSETTS ASSOCIATION OF HEALTH PLANS. A PORTION OF THE MEMBERSHIP DUES PAID MAY BE USED BY THESE TRADE ASSOCIATIONS FOR LOBBYING PURPOSES. 4000000 4000000 42681559 26423647 16257912 555376670 551667590 3709080 23966992 DEBT & OTHER INVESTMENTS 261167327 C 261167327 INVESTMENTS IN AFFILIATES 269185131 SPECIAL DEPOSITS 402847 DUE FROM AFFILIATES 24321073 OTHER INVESTED ASSETS 150078004 443987055 0 UNEARNED GROUP PREMIUM 30583576 LIAB FOR AMTS UNDER UNINSURED 85129842 BORROWED MONEY & INTEREST THER 40109878 DUE TO AFFILIATES 56554090 212377386 X 1729851614 1729851614 121240200 121240200 1851091814 1762556299 1762556299 117958661 117958661 1880514960 FORM 990, SCHEDULE D, PART X, LINE 2 ASC 740 (FKA FIN 48) FOOTNOTE THIS ORGANIZATION IS AN AFFILIATE OF POINT32HEALTH, INC. (P32H). THE BELOW FOOTNOTE DERIVES FROM THE CONSOLIDATED AUDITED FINCIAL STATEMENTS OF POINT32HEALTH, INC. AND AFFILIATES. POINT32HEALTH, INC., TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC., TUFTS PUBLIC HEALTH PLANS, INC., AND HARVARD PILGRIM HEALTH CARE OF NEW ENGLAND, INC., ARE EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(4) OF THE INTERNAL REVENUE CODE ("IRC"). HARVARD PILGRIM HEALTH CARE, INC. AND POINT32HEALTH FOUNDATION, INC. ARE RECOGNIZED AS TAX-EXEMPT ORGANIZATIONS UNDER IRC SECTION 501(C)(3). THE HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC IS A DISREGARDED ENTITY FOR FEDERAL INCOME TAX PURPOSES AND, THEREFORE, FOLLOWS THE TAX-EXEMPT STATUS OF HARVARD PILGRIM HEALTH CARE, INC. AS ITS SOLE CORPORATE MEMBER. ACCORDINGLY, NO PROVISION FOR FEDERAL INCOME TAXES HAS BEEN MADE IN THE ACCOMPANYING COMBINED FINANCIAL STATEMENTS. THE COMPANY BELIEVES THAT THE POSITIONS TAKEN ON ITS INCOME TAX RETURNS FOR OPEN TAX YEARS WILL BE SUSTAINED UPON EXAMINATION BY THE INTERNAL REVENUE SERVICE ("IRS"). THEREFORE, P32H HAS NOT RECORDED ANY LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740, INCOME TAXES. AS OF DECEMBER 31, 2022, THERE ARE NO UNRECOGNIZED TAX BENEFITS, AND THE COMPANY DOES NOT ANTICIPATE ANY SIGNIFICANT CHANGES IN THE AMOUNT OF UNRECOGNIZED TAX BENEFITS DURING THE NEXT TWELVE MONTHS. ---------- FORM 990, SCHEDULE D, PART XI, LINE 4B DETAIL OF OTHER AMOUNTS INCLUDED ON FORM 990, PART VIII, LINE 12 ASO FEES $ 54,856,449 GRANT EXPENSES 62,940,443 RENTAL & OTHER INCOME 3,521,121 INSTITUTE INVESTMENT INCOME (77,813) ------------ TOTAL $121,240,200 ---------- FORM 990, SCHEDULE D, PART XII, LINE 4B DETAIL OF OTHER AMOUNTS INCLUDED ON FORM 990, PART IX, LINE 25 ASO FEES $ 54,856,449 GRANT REVENUE 62,940,443 RENTAL & OTHER EXPENSES 161,769 ------------ TOTAL $117,958,661 ---------- true POINT32HEALTH FOUNDATION INC 1 WELLNESS WAY CANTON MA 02021 261374263 501(C)(3) 6000000 FUND OPERATIONS 1 0 FORM 990, SCHEDULE I, PART I, LINE 2 PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS HPHC, INC. MAKES GRANTS TO ITS SUPPORTED ORGANIZATION, POINT32HEALTH FOUNDATION, INC. POINT32HEALTH FOUNDATION MAKES COMMUNITY GRANTS AND MONITORS THEM IN ACCORDANCE WITH HPHC'S TAX EXEMPT MISSION. POINT32HEALTH FOUNDATION INVESTS IN COMMUNITIES THROUGH GRANTMAKING TO NONPROFIT ORGANIZATIONS ON BEHALF OF TAHMO TO SUPPORT, ADVOCATE AND ADVANCE HEALTHIER LIVES FOR EVERYONE THE FOUNDATION'S PROCESS IS COMPREHENSIVE AND THOROUGH. AFTER A PROPOSAL IS SUBMITTED AND APPROVED, PARAMETERS OF THE GRANT SERVE AS THE BASIS OF A MUTUAL PERFORMANCE AGREEMENT AND FOR MONITORING GRANT ACTIVITY AND HOW FUNDS ARE USED. AN INDEPENDENT THIRD PARTY VERIFIES 501(C)(3) STATUS. FOUNDATION STAFF ASSESS EACH ORGANIZATION'S ABILITY TO EXECUTE ON A GRANT AWARDED BY THE FOUNDATION GRANTS LESS THAN $100,000 ARE APPROVED BY STAFF BUT THE TOTAL OF THOSE GRANTS CANNOT EXCEED 25% OF THE TOTAL GRANTS BUDGET. GRANTS MORE THAN $100,000 WERE VOTED ON BY THE BOARD OF DIRECTORS. ONCE AWARDED, GRANTEES ARE REQUIRED TO SHARE PERIODIC UPDATES OR REPORT(S). true true false false false false false false false CAIN HAYES PRESIDENT & CEO 0 1139681 0 1300939 0 0 0 308583 0 27407 0 2776610 0 0 MICHAEL CARSON FORMER PRESIDENT 0 0 0 1094842 0 1126000 0 0 0 0 0 2220842 0 0 UMESH KURPAD CFO 0 612783 0 715141 0 167229 0 184011 0 13439 0 1692603 0 157491 DEREK ABRUZZESE SVP, CORP STRATEGY (END 4/15) 0 102584 0 322799 0 1148431 0 48131 0 7920 0 1629865 0 67272 THOMAS CROSWELL FORMER CEO 0 0 0 1500205 0 0 0 13348 0 0 0 1513553 0 0 TISA HUGHES CLERK/SECR;CHIEF LEGAL OFFICER 0 473550 0 667925 0 47896 0 95697 0 23816 0 1308884 0 54100 MICHAEL SHERMAN MD CHIEF MEDICAL OFFICER 0 477368 0 538227 0 99172 0 143552 0 23753 0 1282072 0 105154 PHILIP BARR EVP, PRESIDENT, MARKETS 0 672923 0 400000 0 1862 0 155398 0 10329 0 1240512 0 0 MARK PORTER SVP, CHIEF ACCOUNTING OFFICER 0 414674 0 572879 0 57779 0 135210 0 25958 0 1206500 0 60672 TRACEY CARTER SVP, CHIEF ACTUARY 0 467132 0 470007 0 98107 0 141791 0 19976 0 1197013 0 96950 PETE CHURCH CHIEF PEOPLE OFFICER 0 513577 0 500000 0 0 0 142403 0 27185 0 1183165 0 0 DEBORAH NORTON FORMER SVP, CIO 0 0 294786 0 491310 0 0 0 0 0 786096 0 0 0 BETH ROBERTS FORMER SVP, PRE. COMMERCIAL 0 121333 0 526124 0 78277 0 48830 0 5268 0 779832 0 88870 CHARLES GOHEEN FORMER CFO 0 0 215476 0 538690 0 0 0 0 0 754166 0 0 0 PATRICIA HOWARD CHIEF OPERATIONS OFFICER 0 610822 0 0 0 4079 0 107283 0 20363 0 742547 0 0 ROLAND PRICE TREASURER 0 321763 0 160064 0 59661 0 97563 0 13069 0 652120 0 44856 MARC SPOONER FORMER COO 0 0 0 499935 0 0 0 0 0 0 0 499935 0 0 FORM 990, SCHEDULE J, PART I, LINE 3 METHOD USED TO ESTABLISH CEO COMPENSATION HARVARD PILGRIM HEALTH CARE, INC. RELIED ON ITS PARENT AND SOLE CORPORATE MEMBER, POINT32HEALTH, INC., TO ESTABLISH COMPENSATION FOR ITS CEO. THE METHODS USED BY POINT32HEALTH, INC. ARE AS FOLLOWS: -COMPENSATION COMMITTEE -INDEPENDENT COMPENSATION CONSULTANT -COMPENSATION SURVEY OR STUDY -APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE -WRITTEN EMPLOYMENT AGREEMENT ---------- FORM 990, SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS THE FOLLOWING SENIOR LEADERS, WHO DEPARTED THE COMPANY FOLLOWING THE CLOSE OF THE TRANSACTION, RECEIVED SEVERANCE OR CHANGE IN CONTROL PAYMENTS RELATING TO THE COMBINATION OF HARVARD PILGRIM HEALTH CARE AND TUFTS HEALTH PLAN. THESE PAYMENTS WERE DESIGNED TO RETAIN LEADERS WITH SIGNIFICANT EXPERTISE IN KEY AREAS AND TO ENSURE CONTINUITY OF OPERATIONS FOR BOTH ORGANIZATIONS THROUGH A LENGTHY AND UNCERTAIN REGULATORY REVIEW PROCESS THAT SPANNED OVER A FIFTEEN MONTH PERIOD, AS WELL AS A GLOBAL PANDEMIC: MICHAEL CARSON = $1,126,000 CHARLES GOHEEN = $538,690 DEBORAH NORTON = $491,310 DEREK ABRUZZESE = $1,088,000 ---------- FORM 990, SCHEDULE J, PART I, LINE 4B DISCRETIONARY RETIREMENT PLAN THE ORGANIZATION'S LEADERS PARTICIPATED IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN SPONSORED BY THEIR EMPLOYER, POINT32HEALTH SERVICES, INC., A RELATED PARTY. THE EMPLOYEES AND AMOUNTS LISTED ON SCHEDULE J, PART II, COLUMN C REFLECT EMPLOYER CONTRIBUTIONS TO THE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. FORM 990, PART I, LINE 1 DETAIL REGARDING THE ORGANIZATION MISSION HARVARD PILGRIM HEALTH CARE, INC. (HARVARD PILGRIM OR HPHC, INC.) OPERATES AS A NOT-FOR-PROFIT HEALTH PLAN PROVIDING COMPREHENSIVE HEALTH BENEFIT PLANS, ACCESS TO HEALTH CARE AND OTHER RELATED SERVICES IN MASSACHUSETTS, MAINE AND CONNECTICUT TO GROUP, INDIVIDUAL AND MEDICARE MEMBERS THROUGH CONTRACTS WITH PHYSICIANS, ESTABLISHED PRIMARY CARE AND MULTISPECIALTY PHYSICIAN GROUPS, HOSPITALS AND OTHER HEALTH CARE PROVIDERS. HARVARD PILGRIM'S PURPOSE IS TO GUIDE AND EMPOWER HEALTHIER LIVES FOR EVERYONE. FOR MORE THAN 50 YEARS, HARVARD PILGRIM HAS BUILT A REPUTATION FOR EXCEPTIONAL CLINICAL QUALITY, PREVENTIVE CARE, DISEASE MANAGEMENT AND MEMBER SATISFACTION AND HAS CONSISTENTLY RATED AMONG THE TOP PLANS IN THE COUNTRY. PHYSICIAN PRACTICES IN MASSACHUSETTS, NEW HAMPSHIRE, MAINE, AND CONNECTICUT WILL RECEIVE GRANTS FROM HARVARD PILGRIM TO IMPROVE CLINICAL CARE, QUALITY AND SERVICE. HARVARD PILGRIM'S ANNUAL QUALITY AWARDS PROGRAM WILL FUND VARIOUS PHYSICIAN-GROUP INITIATIVES THAT FOCUS ON MANAGING CHRONIC AND PREVENTABLE DISEASES, INCLUDING PATIENT SATISFACTION AND SAFETY AND INCREASING PREVENTATIVE CARE. THE RESULTS OF THESE PROGRAMS WILL BE SHARED WITH OTHER HARVARD PILGRIM PROVIDERS SO THAT THEIR "BEST PRACTICES" CAN BENEFIT THE BROADER POPULATION. THROUGH THE HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC (THE "INSTITUTE"),OUR SPONSORED EDUCATIONAL PROGRAMS AND RESEARCH AGENDA SEEK TO DISCOVER THE MOST EFFECTIVE WAYS TO DELIVER AMBULATORY MEDICAL CARE, REDUCE UNWARRANTED VARIATION IN PRACTICE, IMPROVE PATIENT SAFETY AND, WHENEVER POSSIBLE, IMPROVE PUBLIC HEALTH. THE INSTITUTE CHAMPIONS INNOVATIVE RESEARCH THAT DIRECTLY IMPROVES THE HEALTH AND SAFETY OF SOCIETY. POINT32HEALTH, INC (P32H) WAS FORMERLY KNOWN AS HEALTH PLAN HOLDINGS, INC., WHICH WAS THE PARENT ENTITY OF THE TUFTS HEALTH PLAN FAMILY OF COMPANIES. EFFECTIVE JANUARY 1, 2021, P32H AND HARVARD PILGRIM HEALTH CARE, INC. (HPHC), COMBINED THEIR RESPECTIVE NONPROFIT ORGANIZATIONS AND THE NET ASSETS OF HPHC WERE CONTRIBUTED TO P32H. HPHC IS A NOT-FOR-PROFIT MASSACHUSETTS CORPORATION PROVIDING COMPREHENSIVE HEALTH BENEFITS INSURANCE, ACCESS TO HEALTH CARE, AND OTHER RELATED SERVICES IN MASSACHUSETTS, MAINE, AND CONNECTICUT TO GROUP, INDIVIDUAL, AND MEDICARE MEMBERS THROUGH CONTRACTS WITH PHYSICIANS, ESTABLISHED PRIMARY CARE AND MULTISPECIALTY PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS. AS A RESULT OF THE COMBINATION, P32H BECAME THE DIRECT CORPORATE PARENT OF HPHC, AND ULTIMATE CORPORATE PARENT FOR HARVARD PILGRIM'S AFFILIATES. ---------- FORM 990, PART VI, LINE 2 DETAIL OF FAMILY OR BUSINESS RELATIONSHIPS BUSINESS RELATIONSHIP - THE FOLLOWING INDIVIDUALS SERVED ON THE BOARDS OR WERE AN OFFICER OR KEY EMPLOYEE OF ONE OR MORE FOR-PROFIT ORGANIZATIONS AFFILIATED WITH HPHC, INC. FROM 1/1/2022 TO 12/31/2022: CAIN HAYES, DIRECTOR; PRESIDENT & CEO TISA HUGHES, CLERK/SECR; CHIEF LEGAL OFFICER JOYCE MURPHY, DIRECTOR, CHAIR (END 6/7/22) EILEEN AUEN, DIRECTOR, CHAIR (START 6/7/22) UMESH KURPAD, CFO ---------- FORM 990, PART VI, LINE 6 MEMBERS OR STOCKHOLDERS POINT32HEALTH, INC. IS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION. -------------- FORM 990, PART VI, LINE 7(A) POWER TO ELECT OR APPOINT MEMBERS POINT32HEALTH, INC. (P32H), AS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION, ELECTS THE MEMBERS OF THE ORGANIZATION'S GOVERNING BODY. --------------- FORM 990, PART VI, LINE 7(B) DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS P32H, AS THE SOLE CORPORATE MEMBER OF THE ORGANIZATION, HAS THE RIGHT TO MAKE CERTAIN DECISIONS REGARDING THE ORGANIZATION, AND IS REQUIRED TO APPROVE ANY CHANGES TO THE ORGANIZATION'S BYLAWS. -------------- FORM 990, PART VI, LINE 8B CONTEMPORANEOUS BOARD MEETING DOCUMENTATION FOR A MAJORITY OF THE TIME, THE ORGANIZATION CONTEMPORANEOUSLY DOCUMENTS MEETINGS HELD AND WRITTEN ACTIONS UNDERTAKEN BY ITS GOVERNING BODY AND COMMITTEES. HOWEVER, ON LIMITED OCCASIONS, THE GOVERNING BODY OR A COMMITTEE MAY HAVE A SERIES OF CONFERENCE CALLS AND MINUTES FOR THOSE CALLS ARE NOT APPROVED UNTIL THE NEXT MEETING. ---------- FORM 990, PART VI, LINE 11B PROCESS USED TO REVIEW THE FORM 990 THIS FORM 990 WAS PREPARED BY THE ORGANIZATION'S S EXTERNAL ACCOUNTANT, REVIEWED BY POINT32HEALTH, INC.'S FINANCE DEPARTMENT AND CERTAIN SECTIONS ARE REVIEWED FOR INPUT BY SUBJECT MATTER PERSONNEL IN OTHER DEPARTMENTS THROUGHOUT THE ORGANIZATION. THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE FILING. ---------- FORM 990, PART VI, LINE 12C MONITORING & ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY: THE POINT32HEALTH INC'S CONFLICT OF INTEREST (COI) POLICY AND PROCEDURES (P&P) APPLIES TO THE FILING COMPANY AS A SUBSIDIARY ORGANIZATION. THE POINT32HEALTH, INC.'S COI P&P IS REVIEWED ANNUALLY, REVISED AS NEEDED AND APPROVED UPON MATERIAL REVISIONS. THE POLICY REQUIRES ALL EMPLOYEES, INCLUDING THE PRESIDENT AND CEO AND GOVERNING BODY MEMBERS TO COMPLY WITH THE COI POLICY AND PROCESSES. ALL EMPLOYEES RECEIVE ANNUAL COMPLIANCE TRAINING WHICH INCLUDE EXPECTATIONS RELATED TO FOLLOWING THE COI P&P. THE COI P&P REQUIRES THE OFFICERS, KEY EMPLOYEES AND BOARD OF DIRECTORS OF THE TAX-EXEMPT ENTITIES TO COMPLETE AND SUBMIT AN ANNUAL DISCLOSURE SURVEY AND STATEMENT TO THE CHIEF LEGAL OFFICER (CLO) OR DESIGNEE IN THE LEGAL DEPARTMENT, LISTING ANY OUTSIDE RELATIONSHIPS, INCLUDING FINANCIAL AND/OR BOARD RELATIONSHIPS THAT THEY OR A FAMILY MEMBER HAVE WITH POINT32HEALTH, INC.'S (OR ITS SUBSIDIARIES) SUPPLIERS, PURCHASERS, PROVIDERS AND/OR COMPETITORS. ADDITIONALLY, POINT32HEALTH, INC. REQUIRES EXECUTIVE MANAGEMENT AND SENIOR MANAGEMENT (AS DEFINED IN THE COI POLICY) TO COMPLETE AND SUBMIT AN ANNUAL DISCLOSURE SURVEY AND STATEMENT TO THE CHIEF COMPLIANCE OFFICER OR DIRECTOR, CORPORATE COMPLIANCE. BY COMPLETING THE ANNUAL DISCLOSURE STATEMENT, THESE INDIVIDUALS ACKNOWLEDGE THE POINT32HEALTH COI P&P. ALL EMPLOYEES ARE REQUIRED TO REPORT THE OFFER BY AN OUTSIDE ENTITY OF GIFTS OVER $250, HONORARIA OR COVERAGE OF BUSINESS EXPENSES, OR OTHER EVENTS OR RELATIONSHIPS THAT MAY BE PERCEIVED AS CONFLICTS TO THE CHIEF COMPLIANCE OFFICER, DIRECTOR, CORPORATE COMPLIANCE OR DESIGNEE AND THE EMPLOYEE'S MANAGEMENT. BOTH MUST APPROVE BEFORE ACCEPTANCE IS ALLOWED. THERE ARE PROTOCOLS AND PROCESSES TO REVIEW ANY DISCLOSURE THAT MIGHT BE A POTENTIAL CONFLICT OF INTEREST. BOARD MEMBERS, OFFICERS, AND KEY EMPLOYEES' RESPONSES TO THE DISCLOSURE SURVEY AND STATEMENT ARE REVIEWED BY THE CLO, WHO WILL REVIEW THE SELF-DISCLOSURE WITH THE CHAIR OF THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF POINT32HEALTH, INC. AND DETERMINE EXPECTATIONS AND RECOMMENDED ACTIONS IF NEEDED. A SUMMARY REPORT OF ALL DISCLOSED ACTUAL OR POTENTIAL CONFLICTS ALONG WITH ANY RECOMMENDED ACTIONS TO ADDRESS A DISCLOSED ACTUAL OR POTENTIAL CONFLICT IS REVIEWED AND APPROVED BY THE GOVERNANCE COMMITTEE AND THE COMMITTEE'S REVIEW/FINDINGS ARE REPORTED TO THE FULL BOARD. THE CLO COMMUNICATES THE RECOMMENDED ACTIONS TO INDIVIDUAL SURVEY RECIPIENTS. THE CHIEF COMPLIANCE OFFICER IS CONSULTED AND INFORMED OF THE DECISIONS MADE BY THE CLO OR LEGAL DESIGNEE. EXECUTIVE MANAGEMENT AND SENIOR MANAGEMENT'S RESPONSES TO THE DISCLOSURE SURVEY AND STATEMENT ARE REVIEWED BY THE DIRECTOR, CORPORATE COMPLIANCE AND CHIEF COMPLIANCE OFFICER, WHO WILL REPORT TO THE CLO ANY POTENTIAL CONFLICTS ALONG WITH ANY RECOMMENDED ACTIONS TO ADDRESS THE POTENTIAL CONFLICT, IF NECESSARY. RECOMMENDED ACTIONS/EXPECTATIONS ARE COMMUNICATED BY THE DIRECTOR, CORPORATE COMPLIANCE/CHIEF COMPLIANCE OFFICER TO IMPACTED INDIVIDUALS. FOR CONFLICT DISCLOSURES INVOLVING THE CHIEF COMPLIANCE OFFICER, THE CLO WILL MAKE THE FINAL DETERMINATION. ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST THAT ARISES AFTER COMPLETION OF THE DISCLOSURE SURVEY WILL FOLLOW THE SAME REVIEW PROCESS. ---------- FORM 990, PART VI, LINE 13 WRITTEN WHISTLEBLOWER/NON-RETALIATION POLICY THE FILING ORGANIZAION IS SUBJECT TO THE WRITTEN WHISTLEBLOWER/NON-RETALIATION POLICY WITHIN THE CODE OF CONDUCT THAT WAS APPROVED BY THE BOARD OF DIRECTORS OF POINT32HEALTH, INC. ---------- FORM 990, PART VI, LINE 14 WRITTEN DOCUMENT RETENTION POLICY THE FILING ORGANIZATION IS SUBJECT TO THE WRITTEN DOCUMENT RETENTION POLICY AND RECORD RETENTION SCHEDULE OF POINT32HEALTH, INC. ---------- FORM 990, PART VI, LINES 15A & 15B COMPENSATION REVIEW AND APPROVAL THE FILING ORGANIZATION'S PARENT COMPANY, POINT32HEALTH, INC. HAS AN INDEPENDENT HUMAN RESOURCES COMMITTEE (THE "COMMITTEE") THAT ANNUALLY REVIEWS THE TOTAL REMUNERATION OPPORTUNITIES, POLICIES AND PROGRAMS OF THE CEO AND CERTAIN EXECUTIVES, INCLUDING OTHER OFFICERS AND KEY EMPLOYEES AS WELL AS INDIVIDUALS THE COMMITTEE DEEMS APPROPRIATE TO REVIEW. THE COMMITTEE IS COMPRISED OF INDEPENDENT DIRECTORS OF THE COMPANY. THE COMMITTEE CONSIDERS MARKET DATA AND ANALYSES ASSEMBLED BY INDEPENDENT AND INTERNAL COMPENSATION CONSULTANTS WITH THE GOAL TO DETERMINE EXECUTIVE TOTAL REMUNERATION THAT IS REASONABLE AND COMPETITIVE WITHIN THE INDUSTRY AND GEOGRAPHY IN WHICH POINT32HEALTH, INC. OPERATES. ---------- FORM 990, PART VI, LINE 19 PROCESS FOR MAKING DOCUMENTS AVAILABLE TO THE PUBLIC HPHC, INC. FURNISHES ITS GOVERNING DOCUMENTS, FINANCIAL STATEMENTS AND CONFLICTS OF INTEREST POLICY TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S GOVERNING DOCUMENTS ARE ALSO FILED WITH THE MASSACHUSETTS SECRETARY OF STATE, WHERE THEY ARE AVAILABLE TO THE PUBLIC. ---------- FORM 990, PART IX, COLUMN D DETAIL OF FUNDRAISING EXPENSES THERE ARE NO EXPENSES FOR FUNDRAISING INCLUDED IN THE INCOME STATEMENT FOR HPHC, INC. ANY COSTS INCURRED WITH THE ADMINISTRATION OF FEDERAL OR PRIVATE GRANTS ARE INCURRED BY THE PARENT ENTITY. ---------- FORM 990, PART XI, LINE 9 DETAIL OF OTHER CHANGES IN NET ASSETS CAPITAL CONTRIBUTION FROM POINT32HEALTH, INC. $35,000,000 CHANGE IN NON ADMITTED ASSETS 5,549,088 CHANGE IN PRIOR SERVICE COSTS AND RECOGNIZED LOSS FOR POSTRETIREMENT MEDICAL PLAN 860,177 ----------- TOTAL $41,409,265 ---------- FORM 990, PART XII, LINE 1 ACCOUNTING METHOD USED TO PREPARE FORM 990 HPHC, INC. FOLLOWS THE STATUTORY ACCOUNTING METHOD PRESCRIBED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS' ACCOUNTING PRACTICES AND PROCEDURES MANUAL FOR STATUTORY ACCOUNTING PRINCIPLES. ---------- HARVARD PILGRIM HEALTH CARE INST LLC 133 BROOKLINE AVE BOSTON MA 02215 943477531 RESEARCH MA 26210617 58991166 HPHCINC HPHC FOUNDATION INC 1 WELLNESS WAY CANTON MA 02021 042708004 COMMUNITY SVC MA 501(C)(3) 12A-I HPHCINC true HPHC OF NEW ENGLAND INC 1 WELLNESS WAY CANTON MA 02021 042663394 HEALTH INSURA MA 501(C)(4) N/A HPHCINC true POINT32HEALTH FOUNDATION INC 1 WELLNESS WAY CANTON MA 02021 261374263 GRANT MAKING MA 501 (C)(3) 12A TAHMO true TUFTS HEALTH PUBLIC PLANS INC 1 WELLNESS WAY CANTON MA 02021 800721489 HMO MA 501(C)(4) N/A P32H true POINT32HEALTH INC 1 WELLNESS WAY CANTON MA 02021 814089215 HEALTHCARE MA 501(C)(4) N/A NA false TUFTS ASSOC HEALTH MAINTEN ORG INC 1 WELLNESS WAY CANTON MA 02021 042674079 HMO MA 501(C)(4) N/A P32H true CARE PARTNERS OF CONNECTICUT INC 1 WELLNESS WAY CANTON MA 02021 822604728 HMO CT 501(C)(4) N/A TAHMO true CAREPARTNERS OF CT HOLDINGS LLC 1 WELLNESS WAY CANTON MA 02021 823129930 HOLDING COMPANY CT TAHMO N/A CLARION MANAGEMENT SOLUTIONS LLC 1212 CORPORATE DRIVE SUITE 225 IRVING TX 75038 822713764 CLINICAL CONSULTG DE EH NEXUS N/A EMPLOYERS HEALTH NEXUS LLC 1500 W PARK DRIVE SUITE 330 WESTBOROUGH MA 01581 882938454 HOLDING COMPANY MA HEALTH PLANS N/A EMPLOYERS HEALTH NETWORK LLC 1212 CORPORATE DRIVE SUITE 225 IRVING TX 75038 471678150 SELF INSURANCE DE EH NEXUS N/A KP VENTURES LLC SERIES B 1 KAISER PLAZA OAKLAND CA 94612 273339892 HEALTHCARE CA TAHMO N/A KP VENTURES LLC SERIES D 1 KAISER PLAZA OAKLAND CA 94612 471874366 HEALTHCARE CA TAHMO N/A HPHC INSURANCE COMPANY INC 1 WELLNESS WAY CANTON MA 02021 043149694 HEALTH INSURANCE MA NEW HPHC HOLDCO C CORP true PLAN MARKETING INSURANCE AGENCY INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734281 BROKERAGE MA HEALTH PLANS C CORP true HPHC INSURANCE AGENCY INC 1 WELLNESS WAY CANTON MA 02021 043016201 BROKERAGE MA NEW HPHC HOLDCO C CORP true HEALTH PLANS INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734278 TPA MA NEW HPHC HOLDCO C CORP true CARE MANAGEMENT SERVICES INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 043438779 CARE MANAGEMENT MA HEALTH PLANS C CORP true NEW HPHC HOLDING CORPORATION 1 WELLNESS WAY CANTON MA 02021 815340662 HOLDING COMPANY DE HPHC INC C CORP true POINT32HEALTH SERVICES INC 1 WELLNESS WAY CANTON MA 02021 042985923 MANAGEMENT SVCS DE TAHMO C CORP true TUFTS INSURANCE COMPANY 1 WELLNESS WAY CANTON MA 02021 043319729 INSURANCE MA P32H SRVCS INC C CORP true TUFTS BENEFIT ADMINISTRATORS INC 1 WELLNESS WAY CANTON MA 02021 043270923 TPA MA P32H SRVCS INC C CORP true TOTAL HEALTH PLAN INC 1 WELLNESS WAY CANTON MA 02021 042918943 TPA MA P32H SRVCS INC C CORP true TAHP BROKERAGE CORPORATION 1 WELLNESS WAY CANTON MA 02021 043072692 BROKERAGE MA P32H SRVCS INC C CORP true INTEGRA PARTNERS HOLDINGS INC 100 WALL ST STE 2502 NEW YORK NY 10005 453032233 MED EQUIPT & SVCS NY TAHMO C CORP true true true true true true true false false false false false true false true true false true false false POINT32HEALTH INC C 35000000 FMV POINT32HEALTH FOUNDATION INC B 6000000 FMV HPHC OF NEW ENGLAND INC B 25000000 FMV HPHC INSURANCE COMPANY INC LNOQ 15342000 FMV HPHC INSURANCE AGENCY INC F 4500000 FMV HPHC INSTITUTE LLC LNOQ 4518000 FMV HEALTH PLANS INC LNOQ 874000 FMV HEALTH PLANS INC B 8000000 FMV