2024-11-15T08:19:16-06:00 2023-12-31 PwC US Tax LLP 2001 MARKET ST SUITE 1800 PHILADELPHIA PA 19103 990 2023-01-01 814089215 POINT32HEALTH INC % SCOTT WALKER CFO POIN 6179729400 1 WELLNESS WAY CANTON MA 02021 MARK PORTER TREASURER 6179729400 2024-11-13 true true ANTONIO C RUSSO P00858539 2673303000 2024-11-13 2023 2024-10-15 13:58:12Z SCOTT WALKER 1 WELLNESS WAY CANTON MA 02021 0 false X WWW.POINT32HEALTH.ORG X 2016 MA SEE SCHEDULE O 13 12 0 0 0 0 0 0 0 0 1105733 -396838 -14579179 -55058078 -13473446 -55454916 0 0 0 0 0 0 0 0 0 1246725 35168849 1246725 35168849 -14720171 -90623765 2152913229 2083086166 185311 19124373 2152727918 2063961793 X SEE SCHEDULE O false false 0 0 0 P32H'S PURPOSE IS TO OPERATE EXCLUSIVELY FOR THE PROMOTION OF SOCIAL WELFARE, FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF,AND TO CARRY OUT THE PURPOSES OF AND OVERSEE ORGANIZATIONS THAT: (A) ARRANGE FOR THE PROVISION OF COMPREHENSIVE HEALTH CARE SERVICES, PRIMARILY ON A PRE-PAID BASIS, MANAGED CARE PROGRAMS,AND OTHER ALTERNATIVE HEALTH CARE DELIVERY PROGRAMS, INCLUDING PROGRAMS DIRECTED PRIMARILY AT LOW INCOME RESIDENTS; (B) PROMOTE HEALTH MAINTENANCE THROUGH PROVIDING AND/OR ARRANGING FOR THE PROVISION OF HEALTH EDUCATION SERVICES; AND/OR (C) PROMOTE POSITIVE REGIONAL HEALTH PLANNING BETWEEN PROVIDERS AND CONSUMERS. P32H'S ACTIVITIES INCLUDE SUPERVISING, OVERSEEING, AND APPROVING STRATEGIC PLANNING FOR TAHMO, THPP, HPHC AND OTHER ENTITIES IN THE POINT32HEALTH ENTERPRISE. 0 0 0 SEE SCHEDULE O 0 0 0 SEE SCHEDULE O 0 0 0 0 false false false false false false false false false false false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false true 33 0 true 0 false false false false false false false false X 13 12 true false false false false false false true true false false true true true true true true true true false MA X SCOTT WALKER CFO 6179729400 1 WELLNESS WAY CANTON MA 02021 X CAIN HAYES PRESIDENT & CEO 2.5 47.5 X X 0 3859017 387442 PHILIP BARR EVP, PRESIDENT, MARKETS 2.5 47.5 X 0 1750853 201705 PATRICIA HOWARD COO (END 5/3) 2.5 47.5 X 0 1613105 59229 UMESH KURPAD CFO (END 7/4) 2.5 47.5 X 0 1454835 166409 PETE CHURCH CHIEF PEOPLE OFFICER 2.5 47.5 X 0 1348346 199722 TISA HUGHES CLERK/SECRETARY 2.5 47.5 X 0 1330477 135726 TRACEY CARTER SVP, CHIEF ACTUARY 2.5 47.5 X 0 1175535 167611 SELMA FERHATBEGOVIC SVP, CHIEF INFORMATION OFFICER 2.5 47.5 X 0 1107453 152803 MARK PORTER TREASURER (START 10/12) 2.5 47.5 X 0 1055628 166825 PATRICIA BLAKE SVP, PRESIDENT MEDICARE 2.5 47.5 X 0 1051263 160733 KRISTIN LEWIS CHIEF PUB & COMM AFF OFFICER 2.5 47.5 X 0 1034645 152533 MICHAEL CARSON FORMER PRESIDENT (END 10/1/21) 0.0 0.0 X 0 866154 0 R SCOTT WALKER CFO (START 7/5) 2.5 47.5 X 0 727951 117945 SUSAN KEE CLERK/SECRETARY (START 12/11) 2.5 47.5 X 0 645368 72203 ROLAND PRICE TREASURER (END 10/11) 2.5 47.5 X 0 596123 79256 THOMAS CROSWELL FORMER CEO 0.0 0.0 X 0 612500 9150 EILEEN AUEN DIRECTOR, CHAIR 2.0 6.0 X X 0 161250 0 MICHAEL J MCCOLGAN DIRECTOR 1.0 3.0 X 0 131750 0 GREGORY D TRANTER DIRECTOR 1.0 3.0 X 0 129375 0 MICHAEL SHEA DIRECTOR 1.0 3.0 X 0 123375 0 BERTRAM L SCOTT DIRECTOR 1.0 3.0 X 0 119375 0 HEDWIG VEITH WHITNEY DIRECTOR 1.0 3.0 X 0 117375 0 MYECHIA MINTER-JORDAN MD DIRECTOR (END 12/8) 1.0 3.0 X 0 116375 0 TODD WHITBECK DIRECTOR 1.0 3.0 X 0 113000 0 PETER SLAVIN MD DIRECTOR 1.0 3.0 X 0 112000 0 RAYMOND PAWLICKI DIRECTOR 1.0 3.0 X 0 111000 0 IRINA SIMMONS DIRECTOR 1.0 3.0 X 0 109000 0 JOYCE MURPHY DIRECTOR 1.0 3.0 X 0 107000 0 GREG SHELL DIRECTOR, VICE CHAIR 1.0 5.0 X X 0 13000 0 0 21353128 2229292 0 true true false DELOITTE TOUCHE LLP PO BOX 844717 DALLAS TX 752844717 CONSULTING SERVICES 2075902 DELOITTE CONSULTING LLP 200 BERKLEY STREET BOSTON MA 02116 CONSULTING SERVICES 1182251 JONES DAY 100 HIGH STREET BOSTON MA 021101781 LEGAL SERVICES 812377 DELOITTEE TRANSACTIONS BUSINESS A PO BOX 840728 DALLAS TX 752840728 CONSULTING SERVICES 210960 EILEEN AUEN 3 DEEP RUN COURT HUNT VALLEY MD 21030 BOARD MEMBER 161250 19 0 0 -396838 -396838 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 EQUITY IN SUBSIDIARIES 524114 -55058078 -55058078 0 0 -55058078 -55454916 -55058078 0 -396838 0 0 0 0 0 0 0 0 0 0 0 0 9175932 0 9175932 0 1488816 0 1488816 0 0 0 0 9612 0 9612 0 1943735 0 1943735 0 262 0 262 0 250497 0 250497 0 12673793 0 12673793 0 0 0 8097 0 8097 0 0 2752 0 2752 0 0 0 0 0 LEGAL SETTLEMENT FEES 5000000 0 5000000 0 BOARD/COMMITTEE FEES 1738606 0 1738606 0 BUSINESS EXPENSE 177048 0 177048 0 AUDIT FEES 222308 0 222308 0 2477391 2477391 35168849 0 35168849 0 X 74005 617477 159714 38084412 0 0 54128 97718 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 28350006 0 0 0 36954590 36954590 2087320786 2007331969 2152913229 2083086166 48225 17701917 0 0 0 0 0 0 0 0 0 0 0 0 0 0 137086 1422456 185311 19124373 X 2152727918 2063961793 0 0 2152727918 2063961793 2152913229 2083086166 -90623765 1857640 X false true X true false EQUITY INVESTMENTS 1327943342 INVESTMENT IN HPHC 679215470 INTERCOMPANY - GENERAL 173157 2007331969 0 DUE TO AFFILIATES 1213024 OUTSTANDING CHECK LIABILITY 209432 1422456 X FORM 990, SCHEDULE D, PART X, LINE 2 ASC 740 (FKA FIN 48) FOOTNOTE THE BELOW FOOTNOTE DERIVES FROM THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF POINT32HEALTH, INC.("P32H") AND AFFILIATES. 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, 2023, 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. ---------- X X true true X X X X X X true true false false false false false true true true CAIN HAYES PRESIDENT & CEO 0 1219827 0 2572806 0 66384 0 359082 0 28360 0 4246459 0 61865 PHILIP BARR EVP, PRESIDENT, MARKETS 0 689979 0 1038329 0 22545 0 191017 0 10688 0 1952558 0 17965 PATRICIA HOWARD COO (END 5/3) 0 221778 0 976250 0 415077 0 51154 0 8075 0 1672334 0 0 UMESH KURPAD CFO (END 7/4) 0 421895 0 889814 0 143126 0 151586 0 14823 0 1621244 0 134450 PETE CHURCH CHIEF PEOPLE OFFICER 0 599057 0 729488 0 19801 0 171542 0 28180 0 1548068 0 16798 TISA HUGHES CLERK/SECRETARY 0 555477 0 721793 0 53207 0 109372 0 26354 0 1466203 0 47454 TRACEY CARTER SVP, CHIEF ACTUARY 0 485791 0 593808 0 95936 0 145413 0 22198 0 1343146 0 92765 SELMA FERHATBEGOVIC SVP, CHIEF INFORMATION OFFICER 0 413120 0 610978 0 83355 0 124712 0 28091 0 1260256 0 0 MARK PORTER TREASURER (START 10/12) 0 421133 0 589288 0 45207 0 139911 0 26914 0 1222453 0 44111 PATRICIA BLAKE SVP, PRESIDENT MEDICARE 0 432426 0 523929 0 94908 0 132631 0 28102 0 1211996 0 86066 KRISTIN LEWIS CHIEF PUB & COMM AFF OFFICER 0 423813 0 535467 0 75365 0 130361 0 22172 0 1187178 0 72661 MICHAEL CARSON FORMER PRESIDENT (END 10/1/21) 0 0 0 0 0 866154 0 0 0 0 0 866154 0 0 R SCOTT WALKER CFO (START 7/5) 0 326498 0 400000 0 1453 0 104073 0 13872 0 845896 0 0 SUSAN KEE CLERK/SECRETARY (START 12/11) 0 342136 0 287804 0 15428 0 71137 0 1066 0 717571 0 12642 ROLAND PRICE TREASURER (END 10/11) 0 275979 0 287902 0 32242 0 64858 0 14398 0 675379 0 12850 THOMAS CROSWELL FORMER CEO 0 0 0 612500 0 0 0 9150 0 0 0 621650 0 0 EILEEN AUEN DIRECTOR, CHAIR 0 161250 0 0 0 0 0 0 0 0 0 161250 0 0 FORM 990, SCHEDULE J, PART I, LINE 1A First-class or charter travel THE ORGANIZATION'S SENIOR MANAGEMENT MAINTAINS A DEMANDING MEETING AND TRAVEL SCHEDULE. TO MEET THOSE TRAVEL COMMITMENTS, THE ORGANIZATION PERMITS APPROPRIATE AIR AND RAIL TRAVEL FOR SENIOR LEVEL MANAGEMENT IN ACCORDANCE WITH AN ACCOUNTABLE PLAN. FIRST CLASS TRAVEL WAS PROVIDED TO TWO INDIVIDUALS LISTED ON FORM 990 PART VII EXCLUSIVELY FOR BUSINESS USE, THE VALUE OF WHICH WAS NOT INCLUDED IN TAXABLE COMPENSATION. Personal services A COMMITTEE OF THE BOARD HAS ESTABLISHED TRANSPORTATION AND SECURITY POLICIES FOR THE CEO PURSUANT TO WHICH THE COMPANY PROVIDED SERVICES OF A DRIVER AND VEHICLE. THE VALUE OF ANY TAXABLE SERVICES PROVIDED WERE INCLUDED IN THE CEO'S TAXABLE COMPENSATION. -------------------- FORM 990, SCHEDULE J, PART I, LINE 4A SEVERANCE OR CHANGE IN CONTROL PAYMENTS THE FOLLOWING SENIOR LEADER, WHO DEPARTED THE COMPANY FOLLOWING THE CLOSE OF THE TRANSACTION, RECEIVED SEVERANCE 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 THROUGH A GLOBAL PANDEMIC: MICHAEL CARSON = $866,154 THE FOLLOWING SENIOR LEADER ALSO RECEIVED SEVERANCE PAYMENTS IN 2023: PATRICIA HOWARD = $413,486 -------------------- FORM 990, SCHEDULE J, PART 1, 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, SCHEDULE J, PART 1, LINE 7 DESCRIPTION OF NONFIXED PAYMENTS ALL EMPLOYEE COMPENSATION FOR POINT32HEALTH, INC. IS PAID BY A RELATED ORGANIZATION, POINT32HEALTH SERVICES, INC. LONG-TERM INCENTIVE PLAN A LONG-TERM INCENTIVE ("LTI") PLAN FOR CERTAIN SENIOR LEADERS IS DESIGNED TO RECOGNIZE AND REWARD SIGNIFICANT ACHIEVEMENTS THAT HAVE CONTRIBUTED TO THE ORGANIZATION'S LONG-TERM STRATEGIC GOALS AND ITS FULFILLMENT OF ITS MISSION BASED ON A VARIETY OF LONG-TERM PERFORMANCE MEASURES FOR A SPECIFIED PERFORMANCE PERIOD. THE LTI PAYMENTS REPORTED IN SCHEDULE J, PART II, COLUMN B(ii) ARE BASED ON THE RESULTS OF THE ORGANIZATION'S LTI PLAN FOR THE PERFORMANCE PERIOD THAT PAID IN 2023. SHORT-TERM INCENTIVE PLAN AN ANNUAL SHORT-TERM INCENTIVE ("STI") PLAN RECOGNIZES AND REWARDS PARTICIPANTS BASED ON ACHIEVING SPECIFIED ORGANIZATIONAL AND INDIVIDUAL ANNUAL PERFORMANCE MEASURES. THE PAYMENTS REPORTED IN SCHEDULE J, PART II, COLUMN B(ii) ARE BASED ON THE RESULTS OF THE ORGANIZATION'S STI PLAN FOR THE PERFORMANCE PERIOD THAT PAID IN 2023. OTHER PAYMENTS RETENTION AND OTHER COMBINATION-RELATED PAYMENTS WERE PROVIDED TO SPECIFIC EMPLOYEES WITH EXPERTISE IN KEY AREAS TO RECOGNIZE WORK ON THE COMBINATION AND TO MAINTAIN LEADERSHIP STABILITY AND CONTINUITY OF OPERATIONS FOR BOTH ORGANIZATIONS THROUGHOUT THE LENGTHY AND UNCERTAIN REGULATORY REVIEW PROCESS RELATED TO THE COMBINATION OF HARVARD PILGRIM HEALTH CARE AND TUFTS HEALTH PLAN THAT SPANNED OVER A FIFTEEN MONTH PERIOD, AS WELL AS A GLOBAL PANDEMIC. ---------- FORM 990, SCHEDULE J, PART 1, LINE 8 INITIAL CONTRACT THE CEO, CAIN HAYES, WAS SERVING UNDER HIS INITIAL CONTRACT WITH A RELATED ORGANIZATION TO THE FILING ORGANIZATION. -------------------- FORM 990, PART I, LINE 1 & PART III, LINE 1 DETAIL REGARDING THE ORGANIZATION'S MISSION POINT32HEALTH, INC. ("P32H")'S PURPOSE IS TO GUIDE AND EMPOWER HEALTHIER LIVES FOR EVERYONE. P32H SEEKS TO OPERATE EXCLUSIVELY FOR THE PROMOTION OF SOCIAL WELFARE, FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE PURPOSES OF AND OVERSEE ORGANIZATIONS THAT: (A) ARRANGE FOR THE DELIVERY OF COMPREHENSIVE HEALTH CARE SERVICES, ON A PREPAID BASIS, MANAGED CARE PROGRAMS, AND OTHER ALTERNATIVE HEALTH CARE DELIVERY PROGRAMS, INCLUDING PROGRAMS DIRECTED PRIMARILY AT LOW INCOME RESIDENTS; (B) PROMOTE HEALTH MAINTENANCE THROUGH PROVIDING AND/OR ARRANGING FOR THE PROVISION OF HEALTH EDUCATION SERVICES; AND/OR (C) PROMOTE POSITIVE REGIONAL HEALTH PLANNING BETWEEN PROVIDERS AND CONSUMERS. P32H WHICH WAS FORMERLY KNOWN AS HEALTH PLAN HOLDINGS, INC., IS THE SOLE CORPORATE MEMBER OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. ("TAHMO"), TUFTS HEALTH PUBLIC PLANS, INC. ("THPP") AND HARVARD PILGRIM HEALTH CARE, INC. ("HPHC"). ---------- 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 THE FILING ORGANIZATION FROM 1/1/2023 TO 12/31/2023: CAIN HAYES, PRESIDENT & CEO TISA HUGHES, CLERK/SECRETARY SUSAN KEE, CLERK/SECRETARY (START 12/11) EILEEN AUEN, DIRECTOR, CHAIR UMESH KURPAD, CFO (END 7/4) R. SCOTT WALKER, CFO (START 7/5) ---------- 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 P32H'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 P32H'S CONFLICT OF INTEREST ("COI") POLICY AND PROCEDURES ("P&P") APPLIES TO THE FILING COMPANY AS A SUBSIDIARY ORGANIZATION. P32H'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 P32H'S (OR ITS SUBSIDIARIES) SUPPLIERS, PURCHASERS, PROVIDERS AND/OR COMPETITORS. ADDITIONALLY, P32H. 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 P32H 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, LEGAL, 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, LEGAL, AND 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 ORGANIZATION IS SUBJECT TO THE WRITTEN WHISTLEBLOWER/NON-RETALIATION POLICY WITHIN THE CODE OF CONDUCT THAT WAS APPROVED BY THE BOARD OF DIRECTORS OF P32H. ---------- 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 P32H. ----------- FORM 990, PART VI, LINES 15A & 15B PROCESS FOR DETERMINING COMPENSATION P32H 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 P32H OPERATES. ------------ FORM 990, PART VI, LINE 19 PROCESS FOR MAKING DOCUMENTS AVAILABLE TO THE PUBLIC: THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY, AND ANNUAL FINANCIAL REPORT AND QUARTERLY FINANCIAL UPDATES ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. ----------- FORM 990, PART X BALANCE SHEET CERTAIN PRIOR YEAR BALANCES HAVE BEEN RESTATED TO CONFORM TO THE CURRENT YEAR PRESENTATION. ------------ FORM 990, PART XI, LINE 9 DETAIL OF OTHER CHANGES IN NET ASSETS OR FUND BALANCES OTHER CHANGES IN NET ASSETS $(305,278,060) ------------- $(305,278,060) ------------ HPHC OF NEW ENGLAND INC 1 WELLNESS WAY CANTON MA 02021 042663394 HEALTH INS. 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 CARE PARTNERS OF CONNECTICUT INC 1 WELLNESS WAY CANTON MA 02021 822604728 HMO CT 501(C)(4) N/A TAHMO true TUFTS ASSOC HEALTH MAINTEN ORG INC 1 WELLNESS WAY CANTON MA 02021 042674079 HMO MA 501(C)(4) N/A P32H true HPHC INC 1 WELLNESS WAY CANTON MA 02021 042452600 HEALTH INS. MA 501(C)(3) 10 P32H 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 020211166 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 020211166 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 020211166 815340662 HOLDING COMPANY DE HPHC INC C CORP true POINT32HEALTH SERVICES INC 1 WELLNESS WAY CANTON MA 02021 042985923 MANAGEMENT SVC DE TAHMO C CORP true TUFTS INSURANCE COMPANY 1 WELLNESS WAY CANTON MA 02021 043319729 INSURANCE MA P32H SRVCS C CORP true TUFTS BENEFIT ADMINISTRATORS INC 1 WELLNESS WAY CANTON MA 02021 043270923 TPA MA P32H SRVCS C CORP true TOTAL HEALTH PLAN INC 1 WELLNESS WAY CANTON MA 02021 042918943 TPA MA P32H SRVCS C CORP true TAHP BROKERAGE CORPORATION 1 WELLNESS WAY CANTON MA 02021 043072692 BROKERAGE MA P32H SRVCS C CORP true INTEGRA PARTNERS HOLDINGS INC 100 WALL ST STE 2502 NEW YORK NY 10005 453032233 MED EQUP & SUPPLY NY TAHMO C CORP true false false false false false true false false false false false false false true true true true false false TUFTS ASSOC HEALTH MAINTEN ORG INC f 25000000 FMV POINT32HEALTH SERVICES INC P,q 1244669 FMV