2021-11-15T15:33:23-06:00 2020-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2020-01-01 042452600 HARVARD PILGRIM HEALTH CARE INC % KEVIN O'CONNOR HARV 7812636000 1 WELLNESS WAY CANTON MA 020211166 Roland Price Treasurer 7812636000 2021-11-15 true Roland Price 999009999 GWEN SPENCER P00641463 6175305000 2021-11-12 2 2020 2022-09-23 18:48:47Z X CAIN-ATEN HAYES 1 WELLNESS WAY CANTON MA 020211166 1999206582 false X www.harvardpilgrim.org X 1969 MA SEE SCHEDULE O 11 10 1557 0 219203341 0 57613894 65457721 1728288060 1790543216 19369638 23222327 3357719 5639250 1808629311 1884862514 6338844 7727066 1462196955 1488844852 80129643 92836070 0 0 0 236961032 282334737 1785626474 1871742725 23002837 13119789 1058856358 1210525994 420849440 483649960 638006918 726876034 X SEE SCHEDULE O false false 1755727997 7727066 1795286271 TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. AT 12/31/20, HPHC, INC. HAD 241,953 FULLY INSURED MEMBERS, AMBULATORY ENCOUNTERS WERE 1,906,529 AND HOSPITAL DAYS INCURRED WERE 63,896. 65457721 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. 1821185718 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 27641 0 true 1557 true true true false false false false false false false false false true false X 11 10 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 MICHAEL A CARSON PRESIDENT/CEO/DIRECTOR 35.0 15.0 X X 2245553 0 483956 CHARLES R GOHEEN TREASURER 40.0 10.0 X 984477 0 196095 DEBORAH A NORTON CHIEF INFORMATION OFFICER 40.0 10.0 X 875391 0 190680 CYNTHIA RING CHIEF PEOPLE OFFICER 40.0 10.0 X 785762 0 180140 TISA K HUGHES SECRETARY/CLERK/CLO 40.0 10.0 X 766298 0 198439 MICHAEL S SHERMAN MD SR VP CMO 40.0 10.0 X 718376 0 190126 RICHARD WEISBLATT CHIEF OF INNOVATION & STRATEGY 40.0 10.0 X 739554 0 161195 BETH A ROBERTS SR VP COMMERCIAL BUSINESS 35.0 15.0 X 626599 0 169322 DANIEL RACHFALSKI SR VP CHIEF ACTUARY UNTIL 9/20 40.0 10.0 X 544899 0 48103 WILLIAM GRAHAM SR VP MEDICARE BUSINESS 40.0 10.0 X 411924 0 163224 MICHELLE J CLAYMAN ASSISTANT TREASURER 40.0 10.0 X 472496 0 62519 RICHARD O'CONNOR VP MARKETING 40.0 10.0 X 464997 0 64412 JOYCE A MURPHY CHAIRMAN/DIRECTOR 5.0 0.0 X 121200 0 0 MICHAEL J SHEA VICE CHAIR/DIRECTOR 5.0 0.0 X 83400 0 0 MYECHIA MINTER-JORDAN MD DIRECTOR 3.0 0.0 X 77400 0 0 SCOTT S HARTZ DIRECTOR 3.0 0.0 X 71600 0 0 HEDWIG V WHITNEY DIRECTOR 5.0 0.0 X 70200 0 0 EARL W BAUCOM DIRECTOR 5.0 0.0 X 65000 0 0 RAYMOND PAWLICKI DIRECTOR 3.0 0.0 X 61200 0 0 GREGORY A SHELL SR DIRECTOR 3.0 0.0 X 60400 0 0 SHELBY M CHODOS DIRECTOR 3.0 0.0 X 59200 0 0 MARTIN J WILLIAMS MD DIRECTOR 3.0 0.0 X 48400 0 0 10354326 0 2108211 481 false true false NTT DATA SERVICES 2300 W PLANO PARKWAY PLANO TX 75075 SEE SCHEDULE O 115423248 DELOITTE TOUCHE LLP 200 BERKELEY STREET BOSTON MA 02116 CONSULTING 10707081 ROPES GRAY 800 BOYLSTON STREET BOSTON MA 02199 LEGAL 7048312 HILL HOLIDAY LLC 53 STATE STREET BOSTON MA 02109 ADVERTISING 6476746 OPTUM INSIGHT INC 11000 OPTUM CIRCLE EDEN PRAIRIE MN 55344 CONSULTING 5245363 445 55670320 9787401 65457721 MEMBER PREMIUMS & FEES 524114 1571425742 1571425742 PPO PREMIUMS (FULLY INSURED) 524298 219117474 219117474 1790543216 17184158 37741 17146417 0 0 1535995 639800 896195 0 896195 48126 848069 105334146 14408291 100459127 13245141 4875019 1163150 6038169 6038169 0 0 0 0 0 0 0 0 0 PROVIDER SETTLEMENT & OTHER 900099 4743055 4743055 4743055 1884862514 1576168797 219203341 24032655 X 7727066 7727066 0 0 1488844852 1488844852 7616101 6092881 1523220 0 64311920 51449535 12862385 5032353 4025883 1006470 9644721 7715777 1928944 6230975 4835693 1395282 0 170363 170363 5015734 5015734 1769826 1769826 0 484183 484183 23067794 23067794 8649416 8649416 4927734 3942187 985547 67987308 54389847 13597461 0 6808918 5447134 1361784 322944 322944 0 134905 134905 78113 62490 15623 0 14589462 11671570 2917892 0 PREMIUM TAX EXPENSE 3871940 3871940 BROKER FEES 38770351 38770351 RESEARCH GRANT EXPENSE 66366792 65457721 909071 0 FEDERAL ACA ASSESSMENTS 16252847 16252847 23066107 18452885 4613222 1871742725 1821185718 50557007 0 -33888048 60213652 24124718 80230323 0 0 137163538 122136177 0 0 0 0 0 0 0 0 5631132 6168929 561163271 536626486 27332042 24536785 164402508 196362301 347343052 356698743 0 0 0 0 386747416 364179084 1058856358 1210525994 264726323 306940163 0 0 0 0 0 0 0 0 0 0 0 0 0 0 156123117 176709797 420849440 483649960 X 0 0 0 0 638006918 726876034 638006918 726876034 1058856358 1210525994 X 13119789 64847631 10901696 X X false true X true true true X 54327420 54657581 59119049 57613894 65457721 291175665 1626244712 1530717609 1685695259 1519972733 1571425742 7934056055 0 0 0 1680572132 1585375190 1744814308 1577586627 1636883463 8225231720 0 55733052 67483423 58837041 56053752 51449790 289557058 55733052 67483423 58837041 56053752 51449790 289557058 7935674662 16466744 13351659 17975480 19809170 18720153 86323206 0 16466744 13351659 17975480 19809170 18720153 86323206 0 745780 3970396 2436051 2695104 4743055 14590386 1697784656 1602697245 1765225839 1600090901 1660346671 8326145312 0.95310 0.95400 0.01037 0.01052 X SCHEDULE A, PART III, LINE 12 THIS LINE IS COMPOSED OF PROVIDER SETTLEMENT/OTHER INCOME FOR 2016, 2017, 2018, 2019, AND 2020. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 587641 false true 1325326 1912967 false FORM 990, SCHEDULE C, PART II-B, LINE 1 During the year, HPHC paid $1,325,326 in membership dues allocable to lobbying activities. Of the total amount, the four highest were as follows and represented 93% of the total: $494,758 was paid to the Massachusetts Association of Health Plans; $259,058 was paid to America's Health Insurance Plans; $420,000 was paid to the Association of Community Health Plans; and $54,000 was paid to the Connecticut Association of Health Plans. HPHC hired a number of consulting firms to advise them on strategies for addressing pending legislation and to provide legislators with information regarding the impact of pending legislation on HPHC's activities. Of the total amount shown of $587,641, $444,500 was paid to consulting firms. Of the amount paid to consulting firms, HPHC paid $60,000 to consulting firms for lobbying costs on behalf of Harvard Pilgrim Health Care of New England. HPHC also has internal staff who lobby; $143,141 represents the portion of the employee's salary spent on lobbying activities. 4000000 4000000 40963616 23709730 17253886 516199655 512916756 3282899 24536785 US GOVT & AGENCY SECURITIES 3851009 C CORPORATE DEBT SECURITIES 170898723 C MBS & ABS 181949011 C 356698743 INVESTMENTS IN AFFILIATES 254426427 SPECIAL DEPOSITS 402847 DUE FROM AFFILIATES 8123942 OTHER INVESTED ASSETS 101225868 364179084 0 UNEARNED GROUP PREMIUM 52159170 LIAB FOR AMTS UNDER UNINSURED 124550627 176709797 X 1752311354 1752311354 132551160 132551160 1884862514 1747873246 1747873246 123869479 123869479 1871742725 PART X, LINE 2 THE CONSOLIDATED FINANCIAL STATEMENTS OF HARVARD PILGRIM HEALTH CARE, INC. AND AFFILIATES ("HARVARD PILGRIM") INCLUDE THE FOLLOWING ENTITIES: HARVARD PILGRIM HEALTH CARE, INC. ("HPHC, INC."); HARVARD PILGRIM HEALTH CARE OF NEW ENGLAND, INC. ("NEW ENGLAND"); HARVARD PILGRIM HEALTH CARE FOUNDATION, INC. (THE "FOUNDATION"); HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC (THE "INSTITUTE"); HPHC INSURANCE AGENCY (THE "AGENCY"); HPHC INSURANCE COMPANY, INC. (THE "INSURANCE COMPANY"); NEW HPHC HOLDING CORPORATION "NEWCO"); AND HEALTH PLANS, INC. AND SUBSIDIARIES ("HPI"). FOLLOWING IS THE RELEVANT PORTION OF THE FIN 48 FOOTNOTE FROM HARVARD PILGRIM HEALTH CARE, INC. AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES THAT APPLIES TO THE FILING ORGANIZATION: HPHC, INC., NEW ENGLAND, AND THE FOUNDATION ARE TAX-EXEMPT ORGANIZATIONS UNDER INTERNAL REVENUE SERVICE REGULATIONS. THE INSTITUTE HAS NO TAX STATUS AND THEREFORE FOLLOWS THE TAX-EXEMPT STATUS OF HPHC, INC. AS ITS SOLE CORPORATE MEMBER. HARVARD PILGRIM DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS AS OF DECEMBER 31, 2020 AND 2019. PART XI, LINE 4B ASO FEES 59,165,031 GRANT REVENUE 65,457,721 RENTAL & OTHER INCOME 6,123,433 INSTITUTE INVESTMENT INCOME 1,804,975 ____________ TOTAL 132,551,160 PART XII, LINE 4B ASO FEES 59,165,031 GRANT EXPENSES 65,457,721 RENTAL & OTHER EXPENSES (753,273) ____________ TOTAL 123,869,479 true HARVARD PILGRIM HEALTH CARE FOUNDATION INC 93 WORCESTER ST WELLESLEY MA 024819181 042708004 501(C)(3) 7727066 FUND OPERATIONS 1 SCHEDULE I, PART I, LINE 2 HPHC, INC. MAKES GRANTS TO ITS SUPPORTING ORGANIZATION, HARVARD PILGRIM HEALTH CARE FOUNDATION ("THE FOUNDATION"), WHOSE PURPOSE IS TO MAKE COMMUNITY GRANTS AND MONITOR THEM IN ACCORDANCE WITH HPHC'S TAX-EXEMPT MISSION. THE FOUNDATION MAKES MINI GRANTS OF $500 EACH THAT ARE APPROVED BY APPOINTED COMMITTEE MEMBERS PRIOR TO BEING ISSUED. MINI GRANTS OF $500 EACH ARE RECOMMENDED BY EMPLOYEES WHO FILL OUT A DETAILED APPLICATION REGARDING PURPOSE OF FUNDS, AND MUST PROVE THAT FUNDS WILL GO TO A LEGAL, NOT-FOR-PROFIT ORGANIZATION, WHERE THE EMPLOYEE LIVES OR WHERE HPHC DOES BUSINESS. THE FOUNDATION STAFF REVIEWS THESE APPLICATIONS FOR ACCURACY OF PURPOSE AND LEGITIMACY OF THE ORGANIZATION. THE FOUNDATION STAFF RECOMMENDATIONS ARE REVIEWED BY A NON-STAFF APPOINTED COMMITTEE. REPORTS ON THESE GRANTS ARE COLLECTED FROM A SAMPLE OF THESE ORGANIZATIONS. THE FOUNDATION'S INTERNAL MANAGEMENT REPORTS A SUMMARY OF THIS INFORMATION TO THE FOUNDATION'S BOARD. OTHER MORE SIGNIFICANT COMMUNITY GRANTS MADE BY THE FOUNDATION REQUIRE A CONCEPT PROPOSAL TO BE SUBMITTED AND APPROVED BY AN APPOINTED COMMITTEE. ONCE THE GRANTS ARE APPROVED, THE FOUNDATION EMPLOYEES PERFORM SITE VISITS AND REGULAR EVALUATIONS OF THE GRANTS. IN ADDITION, THE FOUNDATION HIRES AN INDEPENDENT EVALUATION GROUP TO REVIEW GRANT RESULTS. ADDITIONALLY, FORMAL FISCAL REPORTING OF ALL GRANTS IS PERFORMED AND REVIEWED BY EMPLOYEES OF THE FOUNDATION. X X X X false true false false false false false true false MICHAEL A CARSON PRESIDENT/CEO/DIRECTOR 1201911 0 1006704 0 36938 0 449070 0 34886 0 2729509 0 0 0 CHARLES R GOHEEN TREASURER 566108 0 390786 0 27583 0 167721 0 28374 0 1180572 0 0 0 TISA K HUGHES SECRETARY/CLERK/CLO 515175 0 226262 0 24861 0 157468 0 40971 0 964737 0 0 0 MICHELLE J CLAYMAN ASSISTANT TREASURER 322200 0 137162 0 13134 0 22800 0 39719 0 535015 0 0 0 DEBORAH A NORTON CHIEF INFORMATION OFFICER 505732 0 334854 0 34805 0 154974 0 35706 0 1066071 0 0 0 BETH A ROBERTS SR VP COMMERCIAL BUSINESS 414610 0 187128 0 24861 0 133638 0 35684 0 795921 0 0 0 WILLIAM GRAHAM SR VP MEDICARE BUSINESS 291484 0 110345 0 10095 0 129213 0 34011 0 575148 0 0 0 DANIEL RACHFALSKI SR VP CHIEF ACTUARY UNTIL 9/20 338012 0 185170 0 21717 0 17100 0 31003 0 593002 0 0 0 MICHAEL S SHERMAN MD SR VP CMO 478334 0 215181 0 24861 0 149155 0 40971 0 908502 0 0 0 RICHARD WEISBLATT CHIEF OF INNOVATION & STRATEGY 422989 0 281760 0 34805 0 133638 0 27557 0 900749 0 0 0 CYNTHIA RING CHIEF PEOPLE OFFICER 443788 0 319481 0 22493 0 140565 0 39575 0 965902 0 0 0 RICHARD O'CONNOR VP MARKETING 334999 0 110453 0 19545 0 22800 0 41612 0 529409 0 0 0 SCHEDULE J, PART I, LINE 4B LONG TERM INCENTIVE PLAN HPHC, INC. ADOPTED A LONG-TERM INCENTIVE PLAN FOR CERTAIN SENIOR EXECUTIVES FOR THE MEASUREMENT PERIOD 2019-2021. THE PLAN IS BASED ON MULTIPLE PERFORMANCE MEASURES. IN ANTICIPATION OF AND CONTINGENT UPON CLOSING THE CHANGE IN CONTROL TRANSACTION BETWEEN HARVARD PILGRIM HEALTH CARE AND TUFTS HEALTH PLAN IN EARLY 2021, THE PLAN WAS TERMINATED AND THE MEASUREMENT PERIOD WAS SHORTENED TO TWO YEARS (2019-2020), EFFECTIVE 12/31/2020. SUBJECT TO A PLAN PARTICIPANT'S EMPLOYMENT STATUS, EARNINGS BASED ON PLAN RESULTS AS OF THE END OF 2020 WILL BE PAID TO SUCH PARTICIPANT BY 3/15/2021. THE ANNUAL DEFERRED COMPENSATION ACCRUALS FOR 2020 ARE INCLUDED IN THE SCHEDULE J, PART II, COLUMN (C). SCHEDULE J, PART I, LINE 7 SHORT TERM INCENTIVE PLAN HPHC HAS A SHORT TERM INCENTIVE PLAN FOR DIRECTORS AND ABOVE TO INCENT AND REWARD PARTICIPANTS AND PERMIT THEM TO SHARE IN SUCCESSFUL COMPANY FINANCIAL RESULTS, ENCOURAGE THEM TO WORK AS A TEAM AND PAY THEM COMPETITIVELY, CONSIDERING FINANCIAL CONSTRAINTS. ON AN ANNUAL BASIS, SUBJECT TO ORGANIZATION AND INDIVIDUAL PERFORMANCE, THE COMPANY PAYS ELIGIBLE PARTICIPANTS THEIR INCENTIVE COMPENSATION, PART OF WHICH (NO MORE THAN 70% OF THE GOAL) IS CONTINGENT ON ACHIEVING CERTAIN OPERATING EARNINGS TARGET OF HPHC, INC. AND AFFILIATES (ON A COMBINED STATUTORY ACCOUNTING BASIS). DISCRETIONARY RETIREMENT PLAN HPHC OFFERS A 457(B) PLAN AS A RETIREMENT BENEFIT TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES AND FACULTY MEMBERS OF HARVARD PILGRIM HEALTH CARE, INC. AND HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC. THE PLAN PROVIDES ELIGIBLE PARTICIPANTS AN ADDITIONAL OPPORTUNITY TO DEFER PRE-TAX COMPENSATION FOR RETIREMENT. THE PLAN ALSO PROVIDES FOR EMPLOYER CONTRIBUTIONS (FOR NON-FACULTY PARTICIPANTS) AND RESTORATION CREDITS (FOR FACULTY MEMBERS) WHICH ARE INTENDED TO MAKE UP FOR THE SHORTFALL SOME PARTICIPANTS MAY EXPERIENCE UNDER THE HPHC-SPONSORED 401(K) PLAN DUE TO THE INTERNAL REVENUE CODE OR PLAN CONTRIBUTION LIMITS. HPHC MAKES UP FOR THIS SHORTFALL IN THE 401(K) PLAN BY FUNDING THE 457(B) ACCOUNT ON BEHALF OF THE ELIGIBLE EMPLOYEE UP TO THE 457(B) ANNUAL CONTRIBUTION LIMIT AND ANY AMOUNT ABOVE THIS LIMIT IS PAID TO THE PARTICIPANT IN CASH. IN ADDITION, PLEASE REFER TO SCHEDULE J, PART I, LINE 4(B) FOR A DESCRIPTION OF THE LONG-TERM INCENTIVE PLAN. FORM 990, PART I, LINE 1, AND PART III, LINE 1 ORGANIZATION MISSION HARVARD PILGRIM 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 IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. FOR MORE THAN 45 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 (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. UPON RECEIPT OF ALL NECESSARY CORPORATE AND REGULATORY APPROVALS, HARVARD PILGRIM HEALTH CARE OF CONNECTICUT, INC. ("HPHC OF CT") MERGED WITH AND INTO HPHC, INC., EFFECTIVE JULY 1, 2020, AND HPHC OF CT WAS DISSOLVED AS OF SUCH EFFECTIVE DATE. THE INFORMATION PRESENTED AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2020 REFLECTS THE MERGER OF HPHC, INC. AND HPHC OF CT. FORM 990,PART VI, LINE 2 BUSINESS RELATIONSHIP - THE FOLLOWING INDIVIDUALS SERVE ON THE BOARDS OR ARE AN OFFICER OR KEY EMPLOYEE OF ONE OR MORE FOR PROFIT ORGANIZATIONS AFFILIATED WITH HPHC, INC.: MICHAEL A. CARSON - PRESIDENT/CEO CHARLES R. GOHEEN - TREASURER/CFO TISA K. HUGHES - SECRETARY/CLERK/CLO MICHELLE J. CLAYMAN - ASSISTANT TREASURER BETH A. ROBERTS - SR VP COMMERCIAL BUSINESS FORM 990,PART VI, LINE 4 IN FEBRUARY 2020, HPHC, INC. RECEIVED ITS LICENSE TO BEGIN WRITING HEALTH INSURANCE POLICIES IN THE STATE OF CONNECTICUT. RESTATED ARTICLES OF ORGANIZATION AND RESTATED BYLAWS WERE APPROVED BY HPHC, INC.'S BOARD OF DIRECTORS ON APRIL 14, 2020, TO REFLECT HPHC INC.'S NEW HEALTH CARE CENTER LICENSES IN CONNECTICUT AND REVISED INDEMNIFICATION POLICIES AND PROCEDURES. RESTATED ARTICLES OF ORGANIZATION WERE FILED AND APPROVED BY THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE ON MAY 4, 2020. FORM 990, PART VI, LINE 11B ONCE HPHC, INC.'S FORM 990 IS COMPLETED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ADVISORS, IT IS REVIEWED BY HPHC, INC.'S INTERNAL MANAGEMENT. THE COMPLETED FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, LINE 12C HPHC, INC.'S DIRECTORS AND OFFICERS ARE SUBJECT TO HPHC, INC.'S CONFLICTS OF INTEREST POLICY AS SET FORTH IN HPHC, INC.'S BYLAWS. THE CONFLICTS OF INTEREST POLICY REQUIRES DIRECTORS AND OFFICERS TO DISCLOSE ON AN ONGOING BASIS THE OCCURRENCE OF ANY SITUATION WHEN THEIR PERSONAL INTERESTS OR RELATIONSHIPS MIGHT INFLUENCE, OR APPEAR TO INFLUENCE, THEIR ABILITY TO MAKE OBJECTIVE DECISIONS IN THE COURSE OF PERFORMING THEIR FIDUCIARY RESPONSIBILITIES, ARE PREJUDICIAL TO THE LEGITIMATE INTERESTS OF HPHC, INC., OR CAUSE THE USE OF HPHC, INC.'S RESOURCES FOR OTHER THAN HPHC, INC. PURPOSES. IN ADDITION TO BEING SUBJECT TO HPHC, INC.'S CONFLICTS OF INTEREST POLICY, HPHC, INC.'S DIRECTORS, OFFICERS, AND KEY EMPLOYEES ARE ANNUALLY REQUIRED TO COMPLETE AND SIGN A CONFLICTS OF INTEREST DISCLOSURE SURVEY, AND ANY DISCLOSED POTENTIAL CONFLICTS ARE REPORTED TO THE BOARD OF DIRECTORS, IN ACCORDANCE WITH THE DISCLOSURE AND REVIEW PROCESS SET FORTH IN HPHC, INC.'S BYLAWS. IN ADDITION, HPHC, INC.'S EMPLOYEES ARE SUBJECT TO HPHC, INC.'S CODE OF CONDUCT WHICH INCLUDES A CONFLICTS OF INTEREST POLICY. THE CONFLICTS OF INTEREST POLICY REQUIRES EMPLOYEES TO DISCLOSE ON AN ONGOING BASIS THE OCCURRENCE OF ANY SITUATION WHEN THEIR OUTSIDE ACTIVITIES, PERSONAL INTERESTS OR RELATIONSHIPS MIGHT INFLUENCE, OR APPEAR TO INFLUENCE, THEIR ABILITY TO MAKE OBJECTIVE DECISIONS IN THE COURSE OF PERFORMING THEIR JOB RESPONSIBILITIES, ARE PREJUDICIAL TO THE LEGITIMATE INTERESTS OF HPHC, INC., AND ITS AFFILIATES, OR CAUSE THE USE OF HPHC, INC. RESOURCES FOR OTHER THAN HPHC, INC. PURPOSES. EMPLOYEES COMMUNICATE DISCLOSURES TO THEIR SUPERVISORS AND TO THE COMPLIANCE PROGRAM OFFICE. THE COMPLIANCE PROGRAM OFFICE, IN COLLABORATION WITH THE LEGAL DEPARTMENT, MAKE A DETERMINATION IF SUCH DISCLOSURE IS MATERIAL AND NEEDS TO BE MANAGED, MITIGATED, OR ELIMINATED. FORM 990, PART VI, LINES 15A AND 15B HPHC, INC. HAS AN INDEPENDENT COMPENSATION COMMITTEE THAT ANNUALLY REVIEWS THE COMPENSATION OF THE CEO AND OTHER OFFICERS AND KEY EMPLOYEES. THE COMPENSATION COMMITTEE CONSIDERS MARKET DATA AND ANALYSES ASSEMBLED BY INDEPENDENT COMPENSATION CONSULTANTS. THE COMPENSATION COMMITTEE'S DELIBERATIONS ARE REFLECTED IN ITS MINUTES. 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 STATUTORY FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC VIA THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS WEBSITE. 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 CHANGE IN NON ADMITTED ASSETS 9,942,963 CHANGE IN PRIOR SERVICE COSTS AND RECOGNIZED LOSS FOR POSTRETIREMENT MEDICAL PLAN 958,733 _____________ TOTAL $10,901,696 _____________ 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. HARVARD PILGRIM HEALTH CARE INST LLC 133 BROOKLINE AVE BOSTON MA 02215 943477531 RESEARCH MA 28417353 53477553 HPHCINC HPHC FOUNDATION INC 1 WELLNESS WAY CANTON MA 020211166 042708004 COMMUNITY SVC MA 501(C)(3) 12A-I HPHCINC true HPHC OF NEW ENGLAND INC 1 WELLNESS WAY CANTON MA 020211166 042663394 HEALTH INSURA MA 501(C)(4) HPHCINC true HPHC OF CONNECTICUT INC UNTIL 63020 185 ASYLUM STREET HARTFORD CT 06103 461681667 HEALTH INSURA CT 501(C)(4) HPHC INC true HPHC INSURANCE COMPANY INC 1 WELLNESS WAY CANTON MA 020211166 043149694 HEALTH INSURA MA NEWCO C CORP 688871685 287685413 1.00000 true PLAN MARKETING INSURANCE AGENCY INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734281 BROKERAGE MA HEALTH PLANS C CORP 0 0 1.00000 true HPHC INSURANCE AGENCY INC 1 WELLNESS WAY CANTON MA 020211166 043016201 BROKERAGE MA NEWCO C CORP 976269 2084507 1.00000 true HEALTH PLANS INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 042734278 TPA MA NEWCO C CORP 81140992 71988941 1.00000 true CARE MANAGEMENT SERVICES INC 1500 W PARK DRIVE STE 330 WESTBOROUGH MA 01581 043438779 CARE MANAGEME MA HEALTH PLANS C CORP 0 0 1.00000 true NEW HPHC HOLDING CORPORATION 1 WELLNESS WAY CANTON MA 020211166 815340662 HOLDING COMPA DE HPHC INC C corp 0 0 1.00000 true true true true true true false false false false true false true false true true false true false false HPHC FOUNDATION INC B 7727066 CASH HPHC INSURANCE COMPANY INC C 30000000 CASH HPHC OF NEW ENGLAND INC LNOQ 58078919 ALLOCATION HPHC FOUNDATION INC LNOQ 781446 ALLOCATION HPHC INSURANCE COMPANY INC LNOQ 71737440 ALLOCATION HEALTH PLANS INC LNOQ 5111943 ALLOCATION HPHC FOUNDATION INC A(IV) 60807 CONTRACT HEALTH PLANS INC A(IV) 290523 CONTRACT HPHC FOUNDATION INC D 901866 CONTRACT HEALTH PLANS INC D 357440 CONTRACT HPHC INSURANCE COMPANY INC D 1823427 CONTRACT HPHC OF NEW ENGLAND INC D 5041022 CONTRACT