2019-11-14T10:55:11-06:00 2018-12-31 PricewaterhouseCoopers LLP 101 SEAPORT BLVD SUITE 500 BOSTON MA 02210 990 2018-01-01 042452600 HARVARD PILGRIM HEALTH CARE INC % BETH CREAVIN HARV 7812636000 93 WORCESTER STREET WELLESLEY MA 024819181 CHARLES R GOHEEN TREASURER/CFO 7812636000 2019-11-13 true GWEN SPENCER P00641463 6175305000 2019-11-12 167.68.125.77 04363820193185000008 2019-11-14 P 502E9D7DF2DC237FB1436A97DBD0F14D19F2DD5A F456C520C4F0493F307ED3F1DC1F0DE42227702A 2018 2020-03-31 21:24:44Z MICHAEL A CARSON 93 WORCESTER STREET WELLESLEY MA 024819181 2077116682 false X www.harvardpilgrim.org X 1969 MA SEE SCHEDULE O 12 11 1557 0 204086882 0 53699426 59119049 1723144941 1889592597 22976189 18537536 4470146 2383636 1804290702 1969632818 6382837 14332601 1506440743 1576295762 73609466 78178888 0 0 0 221304786 253695047 1807737832 1922502298 -3447130 47130520 917464100 971328253 439656596 418580294 477807504 552747959 X SEE SCHEDULE O false false 1819882870 14332601 1892028648 TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. AT 12/31/18, HPHC, INC. HAD 255,573 FULLY INSURED MEMBERS, AMBULATORY ENCOUNTERS WERE 2,076,511 AND HOSPITAL DAYS INCURRED WERE 67,843. 59119049 HARVARD PILGRIM HEALTH CARE INSTITUTE, LLC PERFORMS RESEARCH AND RESEARCH ADMINISTRATION FOR GRANTS AND CONTRACTS AWARDED TO HPHC, INC. 1879001919 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 27743 0 true 1557 true true true false false false false false false false false false true false X 12 11 true false false false false false false true true false false true true true true true true true true false MA X BETH CREAVIN 6175095692 93 WORCESTER STREET Wellesley MA 024819181 X JOYCE A MURPHY CHAIRMAN/DIRECTOR 5.0 0.0 X 83600 0 0 MICHAEL J SHEA VICE CHAIR/DIRECTOR 5.0 0.0 X 65835 0 0 SUSAN V DUPREY DIRECTOR 3.0 0.0 X 60000 0 0 EARL W BAUCOM DIRECTOR 5.0 0.0 X 67800 0 0 JOSEPH F O'DONNELL MD DIRECTOR 3.0 2.0 X 54400 0 0 SHELBY M CHODOS DIRECTOR 3.0 0.0 X 57200 0 0 SCOTT S HARTZ DIRECTOR 3.0 0.0 X 58800 0 0 HEDWIG V WHITNEY DIRECTOR 5.0 0.0 X 59400 0 0 MYECHIA MINTER-JORDAN MD DIRECTOR 8.0 0.0 X 177900 0 0 RAYMOND PAWLICKI DIRECTOR 3.0 0.0 X 55600 0 0 MARY ANN TOCIO DIRECTOR (UNTIL 8/18) 3.0 0.0 X 50800 0 0 MICHAEL A CARSON Pres(6/18)/CEO(9/18)/Dir 35.0 15.0 X X 862964 0 427200 ERIC H SCHULTZ PRESIDENT/CEO/DIR (UNTIL 6/18) 35.0 15.0 X X 1273961 0 33387 CHARLES R GOHEEN TREASURER/CFO 40.0 10.0 X 754103 0 160045 TISA K HUGHES SECRETARY/CLERK/CLO 40.0 10.0 X 701881 0 154796 MICHELLE J CLAYMAN ASSISTANT TREASURER 30.0 10.0 X 331206 0 55253 DEBORAH A NORTON CHIEF INFORMATION OFFICER 40.0 10.0 X 689431 0 153781 BETH A ROBERTS SR VP COMMERCIAL BUSINESS 35.0 15.0 X 568057 0 59259 DANIEL RACHFALSKI SR VP CHIEF ACTUARY 40.0 10.0 X 663692 0 59588 MICHAEL S SHERMAN MD SR VP CMO 40.0 10.0 X 649853 0 60281 RICHARD WEISBLATT CHIEF INNOVATION AND STRATEGY 40.0 10.0 X 592317 0 127499 CYNTHIA RING CHIEF PEOPLE OFFICER 40.0 10.0 X 555854 0 134361 RICHARD PLATT EXEC DIR. OF HPHC INSTITUTE 50.0 0.0 X 431153 0 23926 THOMAS F MALONEY FORMER CHIEF LEGAL OFFICER 40.0 10.0 X 307007 0 55377 SCOTT ALLEN SENIOR ACTUARIAL CONSULTANT 4.5 4.5 X 124787 0 0 9297601 0 1504753 360 true true false NTT DATA SERVICES 2300 W PLANO PARKWAY PLANO TX 75075 SEE SCHEDULE O 119519557 HILL HOLLIDAY LLC 53 STATE STREET BOSTON MA 02109 ADVERTISING 6335735 ORACLE AMERICA INC 500 ORACLE PARKWAY REDWOOD SHORES CA 94065 IT CONSULTING 5955679 OPTUM INSIGHT INC 11000 OPTUM CIRCLE EDEN PRAIRIE MN 55344 CONSULTING 5020620 CGI BUSINESS SOLUTIONS 171 LONDONDERRY TURNPIKE HOOKSETT NH 03106 CONSULTING 4311580 416 48250791 10868258 59119049 MEMBER PREMIUMS & FEES 524114 1685695259 1685695259 PPO PREMIUMS (FULLY INSURED) 524298 203897338 203897338 1889592597 17564785 97380 17467405 0 0 410695 463110 -52415 0 -52415 83533 -135948 93723649 14269856 93200058 13820696 523591 449160 972751 8631 964120 0 0 0 0 0 0 0 0 0 PROVIDER SETTLEMENT & OTHER 900099 2436051 2436051 2436051 1969632818 1688131310 204086882 18295577 X 14332601 14332601 0 0 1576295762 1576295762 7016659 5613327 1403332 487171 389737 97434 51882105 41505683 10376422 4026596 3221277 805319 9608602 7686882 1921720 5157755 4035380 1122375 0 653418 653418 3856911 3856911 1764471 1764471 0 416038 416038 21891731 21891731 6858629 6858629 4669791 3735832 933959 62525084 50020067 12505017 0 5663104 4530483 1132621 874728 874728 0 221626 221626 979215 783372 195843 0 15098197 12078558 3019639 0 FEDERAL & STATE ASSESSMENTS 16588998 16588998 PREMIUM TAX EXPENSE 2965872 2965872 BROKER FEES 39942856 39942856 RESEARCH GRANT EXPENSE 60837542 59119049 1718493 7886836 6309469 1577367 1922502298 1879001919 43500379 0 28814936 13904868 18945531 58362841 0 0 101065333 88095425 0 0 0 0 0 0 0 0 4409093 3906296 508217775 480613901 26599439 27603874 162873353 125516558 310529942 337157297 0 0 0 0 264226473 316781094 917464100 971328253 234823668 269838377 0 0 0 0 0 0 0 0 0 0 19200000 0 0 0 185632928 148741917 439656596 418580294 X 0 0 0 0 477807504 552747959 477807504 552747959 917464100 971328253 X 47130520 22964370 4845565 X X false true X true true true X 40901467 41478344 54327420 54657581 59119049 250483861 1523957313 1540268502 1626244712 1530717609 1685695259 7906883395 0 0 0 1564858780 1581746846 1680572132 1585375190 1744814308 8157367256 0 46237943 44558194 55733052 67483423 58837041 272849653 46237943 44558194 55733052 67483423 58837041 272849653 7884517603 24954982 19379312 16466744 13351659 17975480 92128177 0 24954982 19379312 16466744 13351659 17975480 92128177 0 584921 849393 745780 3970396 2436051 8586541 1590398683 1601975551 1697784656 1602697245 1765225839 8258081974 0.95476 0.95656 0.01116 0.01213 X SCHEDULE A, PART III, LINE 12 THIS LINE IS COMPOSED OF PROVIDER SETTLEMENT/OTHER INCOME FOR 2014, 2015, 2016, 2017, AND 2018. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false false false false true 675544 false true 1287671 1963215 false FORM 990, SCHEDULE C, PART II-B, LINE 1 During the year, HPHC paid $1,287,671 in membership dues allocable to lobbying activities. Of the total amount, the five highest were as follows and represented 94% of the total: $783,404 was paid to the Massachusetts Association of Health Plans; $259,058 was paid to America's Health Insurance Plans; $90,000 was paid to the Association of Community Health Plans; $44,533 was paid to the Maine Association of Health Plans; and $37,227 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 $675,544, $476,800 was paid to consulting firms. Of the amount paid to consulting firms, HPHC paid $70,500 to consulting firms for lobbying costs on behalf of Harvard Pilgrim Health Care of New England. HPHC also has internal staff who lobby; $198,744 represents the portion of the employee's salary spent on lobbying activities. 4000000 4000000 39440404 21185526 18254878 464777371 459428375 5348996 27603874 US GOVT & AGENCY SECURITIES 3804997 C CORPORATE DEBT SECURITIES 148893550 C MBS & ABS 184458750 C 337157297 INVESTMENTS IN AFFILIATES 217568589 SPECIAL DEPOSITS 419527 DUE FROM AFFILIATES 10473065 OTHER INVESTED ASSETS 88319913 316781094 0 UNEARNED GROUP PREMIUM 42816392 DUE TO AFFILIATES 1440812 LIAB FOR AMTS UNDER UNINSURED 104484713 148741917 1839974541 1839974541 129658277 129658277 1969632818 1797796444 1797796444 124705854 124705854 1922502298 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 OF CONNECTICUT, INC. ("HPHC OF CT"); 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"); HPHC HOLDING CORPORATION AND SUBSIDIARY ("HOLDINGS"); 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, HPHC OF CT, 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, 2018 AND 2017. PART XI, LINE 4B ASO FEES 66,768,219 GRANT REVENUE 59,119,049 RENTAL & OTHER INCOME 2,799,675 INSTITUTE INVESTMENT INCOME 971,334 ____________ TOTAL 129,658,277 PART XII, LINE 4B ASO FEES 66,768,219 GRANT EXPENSES 59,119,049 RENTAL & OTHER EXPENSES (1,181,414) ____________ TOTAL 124,705,854 true HARVARD PILGRIM HEALTH CARE FOUNDATION INC 93 WORCESTER ST WELLESLEY MA 024819181 042708004 501(C)(3) 14332601 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 true true X X X X false true false false false false false true false MYECHIA MINTER-JORDAN MD DIRECTOR 177900 0 0 0 0 0 0 0 0 177900 0 0 0 MICHAEL A CARSON Pres(6/18)/CEO(9/18)/Dir 619122 0 222960 0 20882 0 395043 0 32157 0 1290164 0 0 0 CHARLES R GOHEEN TREASURER/CFO 490375 0 235368 0 28360 0 124000 0 36045 0 914148 0 0 0 TISA K HUGHES SECRETARY/CLERK/CLO 459123 0 220384 0 22374 0 116915 0 37881 0 856677 0 0 0 MICHELLE J CLAYMAN ASSISTANT TREASURER 242111 0 83003 0 6092 0 18423 0 36830 0 386459 0 0 0 ERIC H SCHULTZ PRESIDENT/CEO/DIR (UNTIL 6/18) 711210 0 541800 0 20951 0 16500 0 16887 0 1307348 0 0 0 DEBORAH A NORTON CHIEF INFORMATION OFFICER 439174 0 214688 0 35569 0 115000 0 38781 0 843212 0 0 0 BETH A ROBERTS SR VP COMMERCIAL BUSINESS 373703 0 172972 0 21382 0 22000 0 37259 0 627316 0 0 0 DANIEL RACHFALSKI SR VP CHIEF ACTUARY 400358 0 259664 0 3670 0 22000 0 37588 0 723280 0 0 0 MICHAEL S SHERMAN MD SR VP CMO 431106 0 192986 0 25761 0 22000 0 38281 0 710134 0 0 0 RICHARD WEISBLATT CHIEF INNOVATION AND STRATEGY 372510 0 184608 0 35199 0 102000 0 25499 0 719816 0 0 0 CYNTHIA RING CHIEF PEOPLE OFFICER 354536 0 180848 0 20470 0 97449 0 36912 0 690215 0 0 0 RICHARD PLATT EXEC DIR. OF HPHC INSTITUTE 405649 0 0 25504 0 22000 0 1926 0 455079 0 0 0 THOMAS F MALONEY FORMER CHIEF LEGAL OFFICER 235277 0 68008 0 3722 0 22000 0 33377 0 362384 0 0 0 SCOTT ALLEN SENIOR ACTUARIAL CONSULTANT 124787 0 0 0 0 0 124787 0 0 0 SCHEDULE J, PART I, LINE 1A TAX GROSS-UP PAYMENTS ONE OFFICER WAS PROVIDED WITH A GROSS-UP PAYMENT ALONG WITH SUPPLEMENTAL RETIREMENT PAYMENTS TO COMPENSATE FOR RETIREMENT CONTRIBUTION LIMITATIONS. THIS PAYMENT WAS REPORTED AS TAXABLE INCOME. SCHEDULE J, PART I, LINE 4B LONG TERM INCENTIVE PLAN HPHC ADOPTED A LONG-TERM INCENTIVE PLAN FOR ITS CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, CHIEF LEGAL OFFICER, CHIEF INFORMATION OFFICER, CHIEF INNOVATION AND STRATEGY OFFICER, AND CHIEF PEOPLE OFFICER FOR 2016-2018. THE PLAN IS BASED ON A VARIETY OF PERFORMANCE MEASURES AND AMOUNTS ARE EARNED OVER A THREE YEAR PERIOD. SOME OR ALL OF THE DEFERRED COMPENSATION AMOUNTS REPORTED HEREIN FOR THE POTENTIAL EARNINGS UNDER THE PLAN MAY OR MAY NOT BE PAID TO THE EXECUTIVES BASED ON THE EXECUTIVE'S EMPLOYMENT STATUS AND THE ACTUAL RESULTS OF THE PERFORMANCE MEASURES AS DETERMINED AT THE END OF THE APPLICABLE THREE YEAR PERIOD. ANNUAL ACCRUALS ARE INCLUDED IN THE SCHEDULE J, PART II, COLUMN (C). NO PAYMENTS WERE MADE FROM THE PLAN DURING 2018. SCHEDULE J, PART I, LINE 7 EXECUTIVE INCENTIVE PLAN HPHC HAS AN EXECUTIVE INCENTIVE PLAN 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 40% 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. 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 AND MAINE 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. 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 (AS OF 6/18)/CEO (AS OF 9/18) CHARLES R. GOHEEN - TREASURER/CFO TISA K. HUGHES - SECRETARY/CLERK/CLO MICHELLE J. CLAYMAN - ASSISTANT TREASURER ERIC H. SCHULTZ - PRESIDENT/CEO (UNTIL 6/18) FORM 990, PART VI, LINE 11B ONCE HPHC, INC.'S FORM 990 IS COMPLETED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ADVISORS, IT IS FIRST REVIEWED BY HPHC, INC.'S INTERNAL MANAGEMENT AND THEN HPHC, INC.'S AUDIT COMMITTEE CHAIRPERSON (AN INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS OF THE ORGANIZATION). FOLLOWING THAT REVIEW, THE AUDIT COMMITTEE CHAIR AND OUTSIDE ADVISORS PRESENT THE FORM 990 TO THE AUDIT COMMITTEE. 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 A DR. MINTER-JORDAN'S REPORTABLE COMPENSATION FOR 2018 INCLUDES COMPENSATION FOR SERVICES SHE PROVIDED AS EXECUTIVE CHAIR DURING AN EXECUTIVE LEADERSHIP TRANSITION. 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 4,528,488 CHANGE IN SURPLUS NOTES (413,795) CHANGE IN PRIOR SERVICE COSTS AND RECOGNIZED GAIN FOR POSTRETIREMENT MEDICAL PLAN 730,872 _____________ TOTAL $4,845,565 _____________ 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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