| 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. ---------- |
Attach to Form 990 or 990-EZ.