2022-11-15T14:44:09-06:00 2021-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2021-01-01 042452600 HARVARD PILGRIM HEALTH CARE INC % KEVIN O'CONNOR HARV 7812636000 1 WELLNESS WAY CANTON MA 020211166 Roland Price Treasurer 7812636000 2022-11-15 true Roland Price 999009999 GWEN SPENCER P00641463 6175305000 2022-11-15 2 2021 2022-09-23 18:48:47Z CAIN-ATEN HAYES 1 WELLNESS WAY CANTON MA 020211166 2261021447 false X www.harvardpilgrim.org X 1969 MA SEE SCHEDULE O 16 14 1620 0 252259728 0 65457721 79331804 1790543216 1884891334 23222327 83374901 5639250 4097242 1884862514 2051695281 7727066 10770365 1488844852 1705515450 92836070 94203605 0 0 0 282334737 280058143 1871742725 2090547563 13119789 -38852282 1210525994 1205351774 483649960 494363284 726876034 710988490 X SEE SCHEDULE O false false 1961595376 10770365 1888047630 TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. AT 12/31/21, HPHC, INC. HAD 245,147 FULLY INSURED MEMBERS, AMBULATORY ENCOUNTERS WERE 2,322,178 AND HOSPITAL DAYS INCURRED WERE 67,736. 79331805 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. 2040927181 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 26396 0 true 1620 true true true false false false false false false false false false true false X 16 14 true false true false false false false true true false false true true true true true true true true false MA X KEVIN O'CONNOR 6175095697 1 WELLNESS WAY CANTON MA 020211166 X Thomas Croswell CEO (END 7/5) 10.0 40.0 X X 0 4802173 382060 Michael Carson President (END 10/1) 10.0 40.0 X 0 4662676 73735 Marc Spooner COO (END 10/3) 10.0 40.0 X 0 3585084 202066 Cynthia Ring Chief People Officer (END 9/3) 10.0 40.0 X 0 2375924 108114 Umesh Kurpad Treas (END 7/5) CFO(START 7/5) 10.0 40.0 X 0 1763169 178125 Cain Hayes CEO(START 7/5)&PRES(START 10/1 10.0 40.0 X X 0 1468014 80030 Tisa Hughes Clerk/Secr; Chief Legal Office 10.0 40.0 X 0 1445176 79942 Tracey Carter SVP, Chief Actuary 10.0 40.0 X 0 1074937 272259 Charles Goheen CFO (END 1/4) 33.0 17.0 X 1282592 0 57257 Patricia Blake SVP, President Medicare 10.0 40.0 X 0 1075435 243190 Michael Sherman MD Chief Medical Officer 10.0 40.0 X 0 1131701 148599 Deborah Norton SVP, CIO (END 4/30) 32.5 17.5 X 1153904 0 73470 Richard Weisblatt SVP, Integration Mgmt Officer 10.0 40.0 X 0 1034835 87020 WILLIAM GRAHAM SVP, MCR BUSINESS (END 2/1) 23.0 27.0 X 0 710224 67259 Roland Price Treasurer (START 7/5) 10.0 40.0 X 0 524716 115448 Michelle Clayman CFO (END 2/20) 27.5 22.5 X 320696 0 56174 Patricia Howard COO (START 11/15) 10.0 40.0 X 0 190872 25727 Gregory D Tranter Director & Vice Chair 1.0 3.0 X X 0 92625 0 Joyce Murphy Director, Chair 2.0 5.0 X X 0 90000 0 Eileen Auen Director 1.0 3.0 X 0 83000 0 Bertram L Scott Director 1.0 4.0 X 0 77375 0 Hedwig Veith Whitney Director 1.0 3.0 X 0 71625 0 Michael J McColgan Director 1.0 3.0 X 0 66333 0 Irina Simmons Director 1.0 3.0 X 0 64375 0 Greg Shell Director 1.0 5.0 X 0 62000 0 Todd Whitbeck Director 1.0 3.0 X 0 60000 0 Thomas O'Neill III Director 1.0 5.0 X 0 58375 0 Michael Shea Director 1.0 3.0 X 0 55625 0 Myechia Minter-Jordan MD Director 1.0 3.0 X 0 52625 0 Raymond Pawlicki Director 1.0 3.0 X 0 51000 0 Scott Hartz Director 0.5 1.5 X 0 50000 0 2757192 26452269 2250475 3 true true false NTT DATA SERVICES 2300 W PLANO PARKWAY PLANO TX 75075 SEE SCHEDULE O 125755552 DELOITTE TOUCHE LLP 200 BERKELEY STREET BOSTON MA 02116 CONSULTING 17081165 HILL HOLIDAY LLC 53 STATE STREET BOSTON MA 02109 ADVERTISING 7885985 OPTUM INSIGHT INC 11000 OPTUM CIRCLE EDEN PRAIRIE MN 55344 CONSULTING 6121283 BEACON HEALTH SOLUTIONS LLC 5415 MARINER ST SUITE 100 TAMPA FL 33609 SUBCONTRACTING 7369823 5 62050921 17280883 79331804 MEMBER PREMIUMS & FEES 524114 1632644608 1632644608 PPO PREMIUMS (FULLY INSURED) 524298 252246726 252246726 1884891334 22068940 -34641 22103581 0 0 1455812 514866 940946 0 940946 47643 893303 242449362 27667899 187446076 21365224 55003286 6302675 61305961 61305961 0 0 0 0 0 0 0 0 0 PROVIDER SETTLEMENT & OTHER 900099 3156296 3156296 3156296 2051695281 1635800904 252259728 84302845 X 10770365 10770365 0 0 1705515450 1705515450 0 4415976 3532781 883195 69147271 55317816 13829455 4801780 3841424 960356 10599588 8479670 2119918 5238990 4105089 1133901 0 701900 701900 5297444 5297444 1379722 1379722 0 389091 389091 29312186 29312186 8594563 8594563 4833201 3866561 966640 74201354 59361083 14840271 5934231 4747385 1186846 0 285953 285953 0 54792 54792 7083321 5666657 1416664 0 11833941 9467153 2366788 0 RESEARCH GRANT EXPENSE 80017703 79331805 685898 BROKER FEES 38033545 38033545 PREMIUM TAX EXPENSE 4167738 4167738 FEDERAL AND STATE ASSESSMENTS 625995 625995 7311463 5849170 1462293 2090547563 2040927181 49620382 0 60213652 85629547 80230323 25420669 0 0 122136177 159114173 0 0 0 0 0 0 0 0 6168929 7372158 584329316 558035986 24536785 26293330 196362301 200501927 356698743 270888235 0 0 0 0 364179084 430131735 1210525994 1205351774 306940163 325261545 0 0 0 0 0 0 0 0 0 0 0 0 0 0 176709797 169101739 483649960 494363284 X 0 0 0 0 726876034 710988490 726876034 710988490 1210525994 1205351774 X -38852282 -31044036 54008774 X X false true X true true true X 54657581 59119049 57613894 65457721 79331804 316180049 1530717609 1685695259 1519972733 1571425742 1632644608 7940455951 0 0 0 1585375190 1744814308 1577586627 1636883463 1711976412 8256636000 0 67483423 58837041 56053752 51449790 54943955 288767961 67483423 58837041 56053752 51449790 54943955 288767961 7967868039 13351659 17975480 19809170 18720153 23524752 93381214 0 13351659 17975480 19809170 18720153 23524752 93381214 0 3970396 2436051 2695104 4743055 3156296 17000902 1602697245 1765225839 1600090901 1660346671 1738657460 8367018116 0.95230 0.95310 0.01116 0.01037 X SCHEDULE A, PART III, LINE 12 THIS LINE IS COMPOSED OF PROVIDER SETTLEMENT/OTHER INCOME FOR 2017, 2018, 2019, 2020, AND 2021. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 376000 false true 1003722 1379722 false FORM 990, SCHEDULE C, PART II-B, LINE 1 During the year, HPHC paid $1,003,722 in membership dues. Of the total amount, the four highest were as follows and represented 84% of the total: - $525,000 was paid to the Massachusetts Association of Health Plans; - $134,400 was paid to Alliance Community Health Plans; - $109,322 was paid to America's Health Insurance Plans; - $75,000 was paid to the Connecticut Association of Health Plans. HPHC hired a number of consulting firms to advise on strategies for addressing pending legislation and to provide legislators with information regarding the impact of pending legislation on HPHC's activities. Of the $376,000 paid to consulting firms, HPHC paid $61,000 to a consulting firm for lobbying costs on behalf of Harvard Pilgrim Health Care of New England. Point32Health Services, Inc., a related organization, pays for some of the lobbying expenses as well as the salaries associated with lobbying activities on behalf of HPHC. 4000000 4000000 41062860 25009964 16052896 539266456 533026022 6240434 26293330 US GOVT & AGENCY SECURITIES 3790140 C CORPORATE DEBT SECURITIES 130230184 C MBS & ABS 136867911 C 270888235 INVESTMENTS IN AFFILIATES 276073311 SPECIAL DEPOSITS 402847 DUE FROM AFFILIATES 23799795 OTHER INVESTED ASSETS 129855782 430131735 0 UNEARNED GROUP PREMIUM 45888685 LIAB FOR AMTS UNDER UNINSURED 83204987 BORROWED MONEY & INTEREST THEREON 40008067 169101739 X 1910519458 1910519458 141175823 141175823 2051695281 1957319254 1957319254 133228309 133228309 2090547563 PART X, LINE 2 ASC 740 (FKA FIN 48) FOOTNOTE POINT32HEALTH, INC.(P32H), 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., HARVARD PILGRIM HEALTH CARE FOUNDATION, INC., AND TUFTS HEALTH PLAN 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, 2021, 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. PART XI, LINE 4B ASO FEES 53,892,306 GRANT REVENUE 79,331,804 RENTAL & OTHER INCOME 4,486,333 INSTITUTE INVESTMENT INCOME 3,465,380 ____________ TOTAL 141,175,823 PART XII, LINE 4B ASO FEES 53,892,306 GRANT EXPENSES 79,331,804 RENTAL & OTHER EXPENSES 4,199 ____________ TOTAL 133,228,309 true HARVARD PILGRIM HEALTH CARE FOUNDATION INC ONE WELLNESS WAY CANTON MA 02021 042708004 501(C)(3) 770365 FUND OPERATIONS TUFTS HEALTH PLAN FOUNDATION INC ONE WELLNESS WAY CANTON MA 02021 261374263 501(C)(3) 10000000 FUND OPERATIONS 2 SCHEDULE I, PART I, LINE 2 HPHC, INC. MAKES GRANTS TO ITS SUPPORTING ORGANIZATIONS, HARVARD PILGRIM HEALTHCARE FOUNDATION AND TUFTS HEALTH PLAN FOUNDATION. HARVARD PILGRIM HEALTHCARE FOUNDATION AND TUFTS HEALTH PLAN FOUNDATION MAKE COMMUNITY GRANTS AND MONITOR THEM IN ACCORDANCE WITH HPHC'S TAX EXEMPT MISSION. THE HARVARD PILGRIM HEALTH CARE FOUNDATION SUPPORTS HPHC, INC.'S MISSION TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. THE FOUNDATION PROVIDES TOOLS, TRAINING AND LEADERSHIP TO BUILD HEALTHY COMMUNITIES THROUGHOUT MASSACHUSETTS, CONNECTICUT, MAINE, AND NEW HAMPSHIRE. IN 2021, THE FOUNDATION AWARDED NEARLY $3.6 MILLION IN GRANTS AND OTHER DONATIONS TO MORE THAN 750 NOT-FOR-PROFIT ORGANIZATIONS IN THE REGION. THIS INCLUDED MORE THAN $1 MILLION IN GRANTS DISTRIBUTED THROUGH THE FOUNDATION'S HEALTHY FOOD FUND. THIS FUND SUPPORTS PROGRAMS THAT GROW, GLEAN AND DISTRIBUTE FRESH FOOD FOR FAMILIES AND COMMUNITIES ACROSS THE REGION. SINCE ITS INCEPTION IN 1980, THE FOUNDATION HAS AWARDED APPROXIMATELY $165 MILLION IN FUNDS AND RESOURCES THROUGHOUT THE FOUR STATES. TUFTS HEALTH PLAN FOUNDATION INVESTS IN COMMUNITIES THROUGH GRANT MAKING ON BEHALF OF TUFTS ASSOCIATED HEALTH MAINTENANCE ORGANIZATION, INC. AND ADVANCES THE JOINT MISSION "TO IMPROVE THE HEALTH AND WELLNESS OF THE DIVERSE COMMUNITIES WE SERVE" BY MAKING GRANTS TO NONPROFIT ORGANIZATIONS. THE FOUNDATION'S PROCESS IS COMPREHENSIVE AND THOROUGH. DEPENDING ON TYPE OF GRANT, THE REVIEWS EITHER BEGIN WITH A LETTER OF INTENT AND/OR A FULL PROPOSAL. THESE 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 AND EVALUATES EACH ORGANIZATION'S FINANCES. GRANTS $50,000 OR LESS WERE APPROVED BY STAFF. GRANTS MORE THAN $50,000 WERE RECOMMENDED BY STAFF AND VOTED ON BY THE BOARD OF DIRECTORS. IN OCTOBER THE FOUNDATION BOARD OF DIRECTORS INCREASED STAFF AUTHORITY TO GRANTS LESS THAN $100,000. GRANTS OF $100,000 OR MORE ARE RECOMMENDED BY STAFF AND VOTED ON BY THE BOARD OF DIRECTORS.ONCE AWARDED, GRANTEES ARE REQUIRED TO SUBMIT PERIODIC UPDATES OR REPORT(S). true true false false false false false false false Thomas Croswell CEO (END 7/5) 0 894231 0 3200183 0 707759 0 378113 0 3947 0 5184233 0 327449 Michael Carson President (END 10/1) 0 865698 0 2226185 0 1570793 0 53309 0 20426 0 4736411 0 0 Marc Spooner COO (END 10/3) 0 443846 0 927245 0 2213993 0 187175 0 14891 0 3787150 0 143904 Cynthia Ring Chief People Officer (END 9/3) 0 312048 0 491356 0 1572520 0 90964 0 17150 0 2484038 0 0 Umesh Kurpad Treas (END 7/5) CFO(START 7/5) 0 621802 0 1029787 0 111580 0 165203 0 12922 0 1941294 0 114425 Cain Hayes CEO(START 7/5)&PRES(START 10/1 0 561731 0 908162 0 -1879 0 69000 0 11030 0 1548044 0 0 Tisa Hughes Clerk/Secr; Chief Legal Office 0 540443 0 635888 0 268845 0 55650 0 24292 0 1525118 0 0 Charles Goheen CFO (END 1/4) 12431 0 700926 0 569235 0 55369 0 1888 0 1339849 0 0 0 Deborah Norton SVP, CIO (END 4/30) 170069 0 626493 0 357342 0 62900 0 10570 0 1227374 0 0 0 Michael Sherman MD Chief Medical Officer 0 469996 0 500310 0 161395 0 124347 0 24252 0 1280300 0 0 Patricia Blake SVP, President Medicare 0 424388 0 581452 0 69595 0 223990 0 19200 0 1318625 0 77477 Tracey Carter SVP, Chief Actuary 0 465000 0 545720 0 64217 0 253035 0 19224 0 1347196 0 71378 Richard Weisblatt SVP, Integration Mgmt Officer 0 424800 0 583233 0 26802 0 61618 0 25402 0 1121855 0 0 Patricia Howard COO (START 11/15) 0 72115 0 120000 0 -1243 0 23531 0 2196 0 216599 0 0 Roland Price Treasurer (START 7/5) 0 319415 0 155080 0 50221 0 93227 0 22221 0 640164 0 42251 Michelle Clayman CFO (END 2/20) 49959 0 257239 0 13498 0 50768 0 5406 0 376870 0 0 0 WILLIAM GRAHAM SVP, MCR BUSINESS (END 2/1) 0 29237 0 408722 0 272265 0 62900 0 4359 0 777483 0 0 SCHEDULE J, PART I, LINE 3 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 SCHEDULE J, PART I, LINE 4A 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: - MARC SPOONER - $2,077,200 - CYNTHIA RING - $1,443,200 - CHARLES GOHEEN - $526,259 - DEBORAH NORTON - $321,241 - WILLIAM GRAHAM - $263,133 - MICHAEL CARSON - $259,846 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 BOTH THE EMPLOYEE DEFERRALS OF EARNINGS AS WELL AS EMPLOYER CONTRIBUTIONS TO THE SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. FORM 990, PART I, LINE 1 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 MISSION 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. FORM 990, PART 1, LINE 1 CONTINUED 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 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 1/1/2021 to 12/31/2021: CAIN HAYES, DIRECTOR; CEO (START 7/5/21); PRESIDENT (START 10/1/21) THOMAS CROSWELL, DIRECTOR & CEO (END 7/5/21) TISA HUGHES, DIRECTOR JOYCE MURPHY, DIRECTOR ROLAND PRICE, TREASURER UMESH KURPAD, DIRECTOR AND CFO MICHAEL CARSON, DIRECTOR AND PRESIDENT (END 10/1/21) FORM 990, PART VI, LINE 4 THE BYLAWS WERE AMENDED AND RESTATED IN CONNECTION WITH THE COMBINATION OF THE HEALTH PLAN HOLDINGS, INC. (POINT32HEALTH, INC.) AND HARVARD PILGRIM HEALTH CARE, INC. ORGANIZATIONS. SOME EXAMPLES OF UPDATES TO THE BYLAWS INCLUDE BUT ARE NOT LIMITED TO BOARD COMPOSITION, STANDING COMMITTEES, CORPORATE STRUCTURE, BANKING AUTHORITY, AND CHANGE OF THE CORPORATION'S PRINCIPAL ADDRESS TO 1 WELLNESS WAY, CANTON, MA 02021. FORM 990, PART VI, LINE 11B THE ORGANIZATION'S FORM 990 WAS PREPARED AND REVIEWED BY THE ORGANIZATION'S FINANCE DEPARTMENT WITH ASSISTANCE FROM OUR EXTERNAL ACCOUNTANTS, PWC. 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 RECOMMEND 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, LINES 15A & 15B 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 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 VII, SECTION B NAME: NTT DATA SERVICES LLC DESCRIPTION OF SERVICES: IT CONSULTING AND BUSINESS PROCESS OUTSOURCING FORM 990, PART IX, COLUMN D 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 INSTITUTE. THEY ARE TYPICALLY FUNDED BY THE INDIRECT COST RECOVERIES ON THOSE GRANTS. FORM 990, PART XI, LINE 9 CAPITAL CONTRIBUTION FROM POINT32HEALTH, INC. $70,000,000 CHANGE IN NON ADMITTED ASSETS (15,278,865) CHANGE IN PRIOR SERVICE COSTS AND RECOGNIZED LOSS FOR POSTRETIREMENT MEDICAL PLAN (712,362) _____________ TOTAL $54,008,773 FORM 990, PART XII, LINE 1 HPHC, INC. FOLLOWS THE STATUTORY ACCOUNTING METHOD PRESCRIBED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS' ACCOUNTING PRACTICES AND PROCEDURES MANUAL FOR STATUTORY ACCOUNTING PRINCIPLES. 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