Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
MediumBullet Do not enter Social Security numbers on this form as it may be made public. By law, the IRS
generally cannot redact the information on the form.
MediumBullet Information about Form 990 and its instructions is at www.IRS.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013
BCheck if applicable:
CName of organization
HARVARD PILGRIM HEALTH CARE INC
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
93 WORCESTER STREET
Suite
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
WELLESLEY, MA024819181
D Employer identification number

04-2452600
E Telephone number

G Gross receipts $ 2,142,477,807
F Name and address of principal officer:
ERIC H SCHULTZ
93 WORCESTER STREET
WELLESLEY,MA024819181
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.harvardpilgrim.org
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1969
M State of legal domicile: MA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: SEE SCHEDULE O.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 13
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 10
5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) ...... 5 1,323
6 Total number of volunteers (estimate if necessary) ............. 6 0
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 191,346,363
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b -21,279,078
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 39,383,858 38,820,660
9 Program service revenue (Part VIII, line 2g) ......... 1,983,079,801 1,851,354,606
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 20,277,787 18,796,382
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 2,906,947 3,157,900
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 2,045,648,393 1,912,129,548
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 568,167 1,781,384
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 1,707,014,804 1,584,854,375
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 70,826,952 70,580,461
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 246,841,239 241,768,556
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 2,025,251,162 1,898,984,776
19 Revenue less expenses. Subtract line 18 from line 12....... 20,397,231 13,144,772
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 903,918,416 878,795,837
21 Total liabilities (Part X, line 26)............. 399,673,770 358,071,709
22 Net assets or fund balances. Subtract line 21 from line 20..... 504,244,646 520,724,128
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2013)
Form 990 (2013)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III ..............
1
Briefly describe the organization’s mission: SEE SCHEDULE O.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 1,814,280,350 including grants of $ 1,781,384 ) (Revenue $ 1,852,152,411 )
To improve the quality and value of health care for the people and COMMUNITIES WE SERVE. AT 12/31/13, HPHC, INC. HAD 328,793 FULLY INSURED MEMBERS, AMBULATORY ENCOUNTERS WERE 2,378,202 AND HOSPITAL DAYS INCURRED WERE 93,207.
4b (Code:   ) (Expenses $ 38,820,660 including grants of $ 0 ) (Revenue $ 0 )
The Harvard Pilgrim Health Care Institute, LLC performs research AND RESEARCH ADMINISTRATION, FOR GRANTS AND CONTRACTS AWARDED TO HPHC, INC.
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $ 0 including grants of $ 0 ) (Revenue $ 0 )
4e Total program service expensesMediumBullet1,853,101,010
Form 990 (2013)
Form 990 (2013)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part IClick to see attachment..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part IIClick to see attachment........
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part IIIClick to see attachment............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part VClick to see attachment......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIClick to see attachment.......
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IXClick to see attachment............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
 
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2013)
Form 990 (2013)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........ Click to see attachment
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I................... Click to see attachment
25b
 
No
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II.................... Click to see attachment
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV..................... Click to see attachment
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2... Click to see attachment
35b
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment
36
Yes
 
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2013)
Form 990 (2013)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V ..............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
26,431
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
1,323
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
 
No
b
If "Yes," did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
Form 990 (2013)
Form 990 (2013)
Page 6
Part VI
Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response or note to any line in this Part VI ..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
13
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
10
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
MA
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletBETH CREAVIN93 WORCESTER STREETWELLESLEYMA024819181 (617) 509-5692
Form 990 (2013)
Form 990 (2013)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line in this Part VII ..............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) BARRY L SHEMIN........................................................................
CHAIRMAN/DIRECTOR
 5.0
.......................0.0 		X           37,100 0 0
(2) MARY ANN TOCIO........................................................................
VICE CHAIRMAN/DIRECTOR
 5.0
.......................0.0 		X           34,500 0 0
(3) CONSTANCE SMITH BARR MD........................................................................
DIRECTOR
 5.0
.......................0.0 		X           37,613 0 0
(4) JOHN H BUDD ESQ........................................................................
DIRECTOR (UNTIL 5/13)
 5.0
.......................0.0 		X           20,377 0 0
(5) Hedwig Whitney........................................................................
DIRECTOR (as of 5/13)
 3.0
.......................0.0 		X           15,733 0 0
(6) EDWARD F MCCAULEY CPA........................................................................
DIRECTOR
 5.0
.......................0.0 		X           32,300 0 0
(7) JOSEPH F O'DONNELL........................................................................
DIRECTOR
 3.0
.......................2.0 		X           35,150 0 0
(8) SUSAN V DUPREY........................................................................
DIRECTOR
 3.0
.......................0.0 		X           27,300 0 0
(9) JOYCE A MURPHY........................................................................
DIRECTOR
 5.0
.......................0.0 		X           34,500 0 0
(10) SCOTT S HARTZ........................................................................
DIRECTOR
 3.0
.......................0.0 		X           25,500 0 0
(11) EARL W BAUCOM........................................................................
DIRECTOR
 5.0
.......................0.0 		X           28,500 0 0
(12) SHELBY M CHODOS........................................................................
DIRECTOR
 3.0
.......................0.0 		X           24,900 0 0
(13) TRAMMELL LOUIS GUTIERREZ........................................................................
DIRECTOR
 3.0
.......................0.0 		X           29,100 0 0
(14) ERIC H SCHULTZ........................................................................
PRES/CEO/DIR
 35.0
.......................15.0 		X   X       1,879,386 0 302,393
(15) ROBERTA H HERMAN MD........................................................................
COO (UNTIL 7/13)
 40.0
.......................10.0 		    X       1,107,888 0 124,874
(16) LAURA S PEABODY........................................................................
CLERK/SECR/CLO (UNTIL 6/13)
 35.0
.......................15.0 		    X       609,715 0 35,682
(17) CHARLES R GOHEEN........................................................................
CFO/TREASURER
 40.0
.......................10.0 		    X       544,048 0 113,994
Form 990 (2013)
Form 990 (2013)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) DEBORAH A NORTON........................................................................
CHIEF INFORMATION OFFICER
 50.0
.......................0.0 		    X       575,573 0 124,443
(19) JOHN F LANE........................................................................
CHIEF HUMAN RESOURCES OFFICER
 50.0
.......................0.0 		    X       469,646 0 105,835
(20) MICHAEL S SHERMAN MD........................................................................
SR VP CMO
 40.0
.......................10.0 		    X       429,461 0 51,443
(21) SCOTT ALLEN........................................................................
CHIEF ACTUARY (UNTIL 11/13)
 40.0
.......................10.0 		    X       643,912 0 45,644
(22) THOMAS F MALONEY........................................................................
INTERIM LEGAL OFF (AS OF 6/13)
 40.0
.......................10.0 		    X       245,057 0 47,440
(23) TU NGUYEN........................................................................
VP/CHIEF ACTUARY (AS OF 12/13)
 40.0
.......................10.0 		    X       210,372 0 33,782
(24) VINCENT CAPOZZI........................................................................
Sr VP Sales & MARKETING
 40.0
.......................10.0 		      X     484,762 0 47,798
(25) BETH ANN ROBERTS........................................................................
SR VP REGIONAL MARKETS
 35.0
.......................15.0 		      X     311,511 0 50,897
(26) RICHARD WEISBLATT........................................................................
SVP PROV NTWRK & HEALTH SERVS
 40.0
.......................10.0 		      X     398,970 0 43,316
(27) PRANAV MEHTA........................................................................
SVP PROD&BUS PLAN (AS OF 4/13)
 40.0
.......................10.0 		      X     318,624 0 19,297
(28) MARTHA MURPHY........................................................................
VP SALES
 40.0
.......................10.0 		        X   305,914 0 45,767
(29) Jonathan Edwards........................................................................
SALES EXECUTIVE
 40.0
.......................10.0 		        X   445,390 0 47,263
(30) Richard Platt........................................................................
EXEC DIR OF HPHC INSTITUTE
 50.0
.......................0.0 		        X   357,041 0 30,819
(31) Debra Ann Rittenour........................................................................
VICE PRESIDENT-SENIOR PROGRAMS
 40.0
.......................10.0 		        X   338,623 0 22,735
(32) Cynthia Napier Rosenberg........................................................................
SENIOR MEDICAL DIRECTOR
 40.0
.......................10.0 		        X   310,238 0 30,516
(33) JAMES W DUCHARME........................................................................
FORMER CFO
 0.0
.......................0.0 		          X 152,919 0 0
(34) MICHELLE J CLAYMAN........................................................................
FORMER INTERIM CFO
 35.0
.......................15.0 		          X 289,073 0 45,342
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 10,810,696 0 1,369,280
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet354
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
DELL MARKETING LP, 2300 W PLANO PARKWAYPLANOTX75075 SEE SCHEDULE O 131,429,928
ORACLE AMERICA INC, 500 ORACLE PARKWAYREDWOOD SHORESCA94065 IT CONSULTING 7,781,413
HILL HOLLIDAY CONNORS COSMOPULOS IN, PO BOX 3600-16BOSTONMA022410616 ADVERTISING 7,359,640
BOSTON CONSULTING GROUP INC, Exchange Place 31st FloorBOSTONMA02109 MGMT. CONSULTING 4,480,000
TERADATA OPERATIONS INC, 125 HIGH STREETBOSTONMA02110 CONSULTING 4,061,191
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet392
Form 990 (2013)
Form 990 (2013)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e 32,837,599
f All other contributions, gifts, grants, and
similar amounts not included above1f 		5,983,061
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 38,820,660
Program Service RevenueAmt Business Code
2a Member Premiums & Fees 524114 1,661,588,555 1,661,588,555    
b PPO Premiums (fully insured) 524298 189,766,051   189,766,051  
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 1,851,354,606
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 18,456,286     18,456,286
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents 7,079,998  
b Less: rental expenses 4,719,903  
c Rental income or (loss) 2,360,095 0
d Net rental income or (loss).......MediumBullet 2,360,095   1,580,312 779,783
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 225,968,452  
b Less: cost or other basis and sales expenses 225,628,356  
c Gain or (loss) 340,096  
d Net gain or (loss)..........MediumBullet 340,096     340,096
8a Gross income from fundraising events (not including
$  
of contributions reported on line 1c). See Part IV, line 18 ..
a  
b Less: direct expenses ...b  
c Net income or (loss) from fundraising events..MediumBullet 0    
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet 0      
Miscellaneous Revenue Business Code
11a Provider Settlement & Other 900099 797,805 797,805    
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 797,805
12 Total revenue. See Instructions......MediumBullet 1,912,129,548 1,662,386,360 191,346,363 19,576,165
Form 990 (2013)
Form 990 (2013)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 1,781,384 1,781,384
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 0  
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 0  
4 Benefits paid to or for members 1,584,854,375 1,584,854,375
5 Compensation of current officers, directors, trustees, and key employees .... 9,756,311 7,805,049 1,951,262  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 487,334 389,867 97,467  
7 Other salaries and wages 43,149,256 34,519,405 8,629,851  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 3,773,343 3,018,674 754,669  
9 Other employee benefits ....... 9,466,091 7,572,873 1,893,218  
10 Payroll taxes ........... 3,948,126 3,158,501 789,625  
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 547,706   547,706  
c Accounting ........... 4,119,757   4,119,757  
d Lobbying ........... 1,692,170   1,692,170  
e Professional fundraising services. See Part IV, line 17 0  
f Investment management fees ...... 0      
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 23,121,173 23,121,173    
12 Advertising and promotion .... 8,437,647 8,437,647    
13 Office expenses ....... 4,605,955 3,684,764 921,191  
14 Information technology ...... 71,578,346 57,262,677 14,315,669  
15 Royalties .. 0      
16 Occupancy ........... 6,767,582 5,414,066 1,353,516  
17 Travel ............ 1,010,888 1,010,888    
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 184,348 184,348    
20 Interest ........... 5,022,532 4,018,026 1,004,506  
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 23,084,523 18,467,618 4,616,905  
23 Insurance .............. 0      
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a STATE ASSESSMENT 2,019,334 2,019,334    
b PREMIUM TAX EXPENSE 2,798,594 2,798,594    
c BROKER FEES 42,337,389 42,337,389    
d RESEARCH GRANT EXPENSE 41,410,989 38,820,660 2,590,329  
e All other expenses 3,029,623 2,423,698 605,925  
25 Total functional expenses. Add lines 1 through 24e 1,898,984,776 1,853,101,010 45,883,766 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2013)
Form 990 (2013)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ............. 59,191,230 1 -40,592,673
2 Savings and temporary cash investments ......... 6,598,905 2 37,038,054
3 Pledges and grants receivable, net ........... 0 3 0
4 Accounts receivable, net ............. 68,187,886 4 73,018,854
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
0 5 0
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
0 6 0
7 Notes and loans receivable, net ............. 0 7 0
8 Inventories for sale or use .............. 0 8 0
9 Prepaid expenses and deferred charges .......... 1,973,959 9 2,710,167
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 338,756,462
b Less: accumulated depreciation ..... 10b 299,173,124 40,039,440 10c 39,583,338
11 Investments—publicly traded securities .......... 108,075,389 11 150,783,820
12 Investments—other securities. See Part IV, line 11 ..... 550,521,053 12 551,823,957
13 Investments—program-related. See Part IV, line 11 ..... 0 13 0
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 69,330,554 15 64,430,320
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 903,918,416 16 878,795,837
Liabilities 17 Accounts payable and accrued expenses ......... 286,967,373 17 238,001,151
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 0 19 0
20 Tax-exempt bond liabilities ............. 0 20 0
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 0 21 0
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L.......... 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 29,000,000 23 29,000,000
24 Unsecured notes and loans payable to unrelated third parties .... 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 83,706,397 25 91,070,558
26 Total liabilities. Add lines 17 through 25......... 399,673,770 26 358,071,709
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets ..............   27  
28 Temporarily restricted net assets ...........   28  
29 Permanently restricted net assets ...........   29  
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........ 0 30 0
31 Paid-in or capital surplus, or land, building or equipment fund ..... 504,244,646 31 520,724,128
32 Retained earnings, endowment, accumulated income, or other funds 0 32 0
33 Total net assets or fund balances ........... 504,244,646 33 520,724,128
34 Total liabilities and net assets/fund balances ........ 903,918,416 34 878,795,837
Form 990 (2013)
Form 990 (2013)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
1,912,129,548
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
1,898,984,776
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
13,144,772
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
504,244,646
5
Net unrealized gains (losses) on investments ...............
5
24,907,132
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-21,572,422
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
520,724,128
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII .............
Yes
No
1
Accounting method used to prepare the Form 990: STATUTORY
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
Yes
 
b
If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.
3b
Yes
 
Form 990 (2013)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
right arrow Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of monetary support
Yes No Yes No Yes No
Total  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..  
6 Public support. Subtract line 5 from line 4.  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).  
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here.................................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . 26,678,179 25,533,070 35,248,737 39,383,858 38,820,660 165,664,504
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... 2,019,092,004 2,192,961,680 1,923,464,188 1,792,048,879 1,661,388,555 9,588,955,306
3 Gross receipts from activities that are not an unrelated trade or business under section 513..           0
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...           0
5 The value of services or facilities furnished by a governmental unit to the organization without charge..           0
6 Total. Add lines 1 through 5. 2,045,770,183 2,218,494,750 1,958,712,925 1,831,432,737 1,700,209,215 9,754,619,810
7a Amounts included on lines 1, 2, and 3 received from disqualified persons... 4,600,991 2,069,803 2,136,833 1,783,862 670,272 11,261,761
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. 262,742,257 280,563,873 273,971,394 158,993,588 35,731,402 1,012,002,514
c Add lines 7a and 7b.. 267,343,248 282,633,676 276,108,227 160,777,450 36,401,674 1,023,264,275
8 Public support (Subtract line 7c from line 6.) 8,731,355,535
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
9 Amounts from line 6... 2,045,770,183 2,218,494,750 1,958,712,925 1,831,432,737 1,700,209,215 9,754,619,810
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 31,408,392 31,909,635 28,486,210 26,701,263 25,536,284 144,041,784
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.           0
c Add lines 10a and 10b. 31,408,392 31,909,635 28,486,210 26,701,263 25,536,284 144,041,784
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.           0
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. 2,652,972 287,932 4,325,170 672,396 797,805 8,736,275
13 Total support. (Add lines 9, 10c, 11, and 12.).. 2,079,831,547 2,250,692,317 1,991,524,305 1,858,806,396 1,726,543,304 9,907,397,869
14
Section C. Computation of Public Support Percentage
15
15
88.130 %
16
16
98.225 %
Section D. Computation of Investment Income Percentage
17
17
1.454 %
18
18
1.521 %
19a
b
20
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2013

Additional Data


Software ID:  
Software Version:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




Check if your organization is covered by the General Rule or a Special Rule.  
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
Special Rules
......................... Arrow Bullet $  
Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
Page 2
Name of organization
HARVARD PILGRIM HEALTH CARE INC
  		Employer identification number

04-2452600
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
RESTRICTED
RESTRICTED
 

   
RESTRICTED
RESTRICTED
RESTRICTED, RESTRICTEDRESTRICTED

$RESTRICTED


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

   
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

   
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

   
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

   
 
 

$  


(Complete Part II for noncash contributions.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

   
 
 

$  


(Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
Page 3
Name of organization
HARVARD PILGRIM HEALTH CARE INC
  		Employer identification number

04-2452600
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
Page 4
Name of organization
HARVARD PILGRIM HEALTH CARE INC
  		Employer identification number

04-2452600
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
Use duplicate copies of Part III if additional space is needed.
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
     
 
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data


Software ID:  
Software Version:  
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd Bullet See separate instructions.SchCMd Bullet Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$  
3
Volunteer hours ........................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2013

Schedule C (Form 990 or 990-EZ) 2013
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
Not over $500,00020% of the amount on line 1e.
Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
Over $17,000,000$1,000,000.
g Grassroots nontaxable amount (enter 25% of line 1f) .................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
Calendar year (or fiscal year
beginning in) 		(a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) Total
2a Lobbying nontaxable amount          
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		 
c Total lobbying expenditures          
d Grassroots nontaxable amount          
e Grassroots ceiling amount
(150% of line 2d, column (e))		  
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2013


Schedule C (Form 990 or 990-EZ) 2013
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
603,070
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
Yes
 
1,224,770
j
Total. Add lines 1c through 1i ...............................
1,827,840
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.
Return Reference Explanation
SCHEDULE C, PART II-B, LINE 1 DURING THE YEAR, HPHC PAID $1,224,770 IN MEMBERSHIP DUES. OF THE AMOUNT SHOWN, $35,635 WAS PAID TO THE MAINE ASSOCIATION OF HEALTH PLANS, $476,790 WAS PAID TO AMERICA'S HEALTH INSURANCE PLANS, $698,545 WAS PAID TO THE MASSACHUSETTS ASSOCIATION OF HEALTH PLANS AND $13,800 WAS PAID TO THE FIRM OF ROBINSON AND COLE FOR 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 AMOUNT SHOWN, $401,400 WAS PAID TO CONSULTING FIRMS. HPHC ALSO HAS INTERNAL STAFF WHO LOBBY. OF THE AMOUNT SHOWN, $135,670 REPRESENTS THE PORTION OF THE EMPLOYEE'S SALARY SPENT ON LOBBYING ACTIVITIES. ON BEHALF OF HARVARD PILGRIM HEALTH CARE OF NEW ENGLAND, HARVARD PILGRIM HEALTH CARE, INC., PAID $66,000 TO A CONSULTING FIRM FOR LOBBYING COSTS.
Schedule C (Form 990 or 990EZ) 2013

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions. SchDMd Bullet Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) .....    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ........          
c Net investment earnings, gains, and losses          
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land ................. 2,287,688 4,000,000 6,287,688
b Buildings ................ 13,944,229 36,222,063 28,220,050 21,946,242
c Leasehold improvements ............        
d Equipment ................   282,302,482 270,953,074 11,349,408
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 39,583,338
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
(3)Other
(A) SECURITIES 		218,222,485 C

(B) CORPORATE DEBT SECURITIES 		333,601,472 C







Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 551,823,957
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) INVESTMENT IN AFFILIATES 59,762,842
(2) SPECIAL DEPOSITS 1,910,688
(3) DUE FROM AFFILIATES 2,756,790






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 64,430,320
Part X
Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 0
UNEARNED GROUP PREMIUM 25,777,133
DUE TO AFFILIATES 12,952,996
ACCIDENT AND HEALTH PLANS 51,185,964
OTHER ACCRUED EXPENSES 1,154,465





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 91,070,558
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1  
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d ..................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5  
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1  
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a  
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d...................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5  
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
PART X, LINE 2: THIS IS THE FIN 48 FOOTNOTE FROM HARVARD PILGRIM HEALTH CARE, INC. AND AFFILIATES CONSOLIDATED FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. 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 MEMBER. THE AGENCY, THE INSURANCE COMPANY, HOLDINGS, AND HPI ARE TAXABLE ENTITIES. AMOUNTS PROVIDED FOR FEDERAL AND STATE INCOME TAXES RELATED TO THE TAXABLE ENTITIES HAVE BEEN CLASSIFIED AS OPERATING EXPENSES BECAUSE THEY ARE IMMATERIAL. IN ADDITION, THE AGENCY, INSURANCE COMPANY, HOLDINGS, AND HPI HAVE IMMATERIAL CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES RELATED TO TEMPORARY DIFFERENCES BETWEEN THE TAX AND FINANCIAL STATEMENT BASIS OF ASSETS AND LIABILITIES. HARVARD PILGRIM DID NOT HAVE ANY UNRECOGNIZED TAX BENEFITS AS OF DECEMBER 31, 2013 AND 2012.
Schedule D (Form 990) 2013

Additional Data


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Software Version:  




Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
lBullet Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number
04-2452600
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) Harvard Pilgrim Health Care Foundation Inc
93 Worcester St
Wellesley,MA024819181 		04-2708004 501(c)(3) 1,781,384        






















2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
1
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2013

Schedule I (Form 990) 2013
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance












Part IV
Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Return Reference Explanation
SCHEDULE I, PART I, LINE 2 HARVARD PILGRIM HEALTH CARE (HPHC) MAKES GRANTS TO ITS SUPPORTING ORGANIZATION, HPHC FOUNDATION (THE FOUNDATION), WHOSE PURPOSE IS TO MAKE COMMUNITY GRANTS AND MONITOR THEM IN ACCORDANCE WITH HPHC'S TAX-EXEMPT MISSION. THE FOUNDATION MAKES MINIGRANTS OF $500 EACH THAT ARE APPROVED BY AN APPOINTED COMMITTEE BEFORE THEY ARE 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. FOUNDATION STAFF REVIEWS THESE APPLICATIONS FOR ACCURACY OF PURPOSE AND LEGITIMACY OF THE ORGANIZATION. 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.
Schedule I (Form 990) 2013


Additional Data


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Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
 
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
Yes
 
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
Yes
 
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)ERIC H SCHULTZPRES/CEO/DIR (i)
(ii)		 844,331
0 		448,408
0 		586,647
0 		275,400
0 		26,993
0 		2,181,779
0 		566,525
0
(2)ROBERTA H HERMAN MDCOO (UNTIL 7/13) (i)
(ii)		 275,832
0 		207,500
0 		624,556
0 		98,421
0 		26,453
0 		1,232,762
0 		306,375
0
(3)LAURA S PEABODYCLERK/SECR/CLO (UNTIL 6/13) (i)
(ii)		 218,160
0 		157,001
0 		234,554
0 		20,400
0 		15,282
0 		645,397
0 		196,493
0
(4)CHARLES R GOHEENCFO/TREASURER (i)
(ii)		 421,044
0 		69,069
0 		53,935
0 		108,400
0 		5,594
0 		658,042
0 		31,533
0
(5)DEBORAH A NORTONCHIEF INFORMATION OFFICER (i)
(ii)		 337,613
0 		129,731
0 		108,229
0 		90,400
0 		34,043
0 		700,016
0 		83,205
0
(6)JOHN F LANECHIEF HUMAN RESOURCES OFFICER (i)
(ii)		 279,086
0 		103,900
0 		86,660
0 		77,400
0 		28,435
0 		575,481
0 		69,660
0
(7)MICHAEL S SHERMAN MDSR VP CMO (i)
(ii)		 318,909
0 		90,440
0 		20,112
0 		20,400
0 		31,043
0 		480,904
0 		0
0
(8)SCOTT ALLENCHIEF ACTUARY (UNTIL 11/13) (i)
(ii)		 378,422
0 		219,200
0 		46,290
0 		20,400
0 		25,244
0 		689,556
0 		0
0
(9)THOMAS F MALONEYINTERIM LEGAL OFF (AS OF 6/13) (i)
(ii)		 200,140
0 		43,378
  		1,539
  		19,672
0 		27,768
0 		292,497
0 		0
0
(10)TU NGUYENVP/CHIEF ACTUARY (AS OF 12/13) (i)
(ii)		 183,640
0 		26,143
  		589
  		4,251
0 		29,531
0 		244,154
0 		0
0
(11)VINCENT CAPOZZISr VP Sales & MARKETING (i)
(ii)		 320,237
0 		139,694
0 		24,831
0 		20,400
0 		27,398
0 		532,560
0 		0
0
(12)BETH ANN ROBERTSSR VP REGIONAL MARKETS (i)
(ii)		 241,794
0 		63,700
0 		6,017
0 		20,400
0 		30,497
0 		362,408
0 		0
0
(13)RICHARD WEISBLATTSVP PROV NTWRK & HEALTH SERVS (i)
(ii)		 291,490
0 		83,248
0 		24,232
0 		19,476
0 		23,840
0 		442,286
0 		0
0
(14)PRANAV MEHTASVP PROD&BUS PLAN (AS OF 4/13) (i)
(ii)		 168,275
0 		150,000
  		349
  		0
0 		19,297
0 		337,921
0 		0
0
(15)MARTHA MURPHYVP SALES (i)
(ii)		 139,608
0 		148,059
0 		18,247
0 		20,400
0 		25,367
0 		351,681
0 		0
0
(16)Jonathan EdwardsSALES EXECUTIVE (i)
(ii)		 55,195
0 		383,691
0 		6,504
0 		19,608
0 		27,655
0 		492,653
0 		0
0
(17)Richard PlattEXEC DIR OF HPHC INSTITUTE (i)
(ii)		 332,683
0 		0
0 		24,358
0 		28,326
0 		2,493
0 		387,860
0 		0
0
(18)Debra Ann RittenourVICE PRESIDENT-SENIOR PROGRAMS (i)
(ii)		 264,439
0 		70,337
0 		3,847
0 		12,451
0 		10,284
0 		361,358
0 		0
0
(19)Cynthia Napier RosenbergSENIOR MEDICAL DIRECTOR (i)
(ii)		 282,244
0 		21,613
0 		6,381
0 		5,262
0 		25,254
0 		340,754
0 		0
0
(20)JAMES W DUCHARMEFORMER CFO (i)
(ii)		 0
  		0
0 		152,919
0 		0
0 		0
0 		152,919
0 		152,919
0
(21)MICHELLE J CLAYMANFORMER INTERIM CFO (i)
(ii)		 233,125
0 		51,413
0 		4,535
0 		17,203
0 		28,139
0 		334,415
0 		0
0
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Return Reference Explanation
SCHEDULE J, PART I, LINE 4A JAMES W. DUCHARME'S EMPLOYMENT WITH HPHC WAS TERMINATED IN JANUARY 2012. PURSUANT TO THE SEVERANCE PROVISION OF HIS HPHC EMPLOYMENT CONTRACT, MR. DUCHARME WAS ELIGIBLE TO RECEIVE A CONTINUATION OF HIS BASE SALARY AND BENEFITS FOR A PERIOD OF UP TO ONE YEAR AND ANY INCENTIVE COMPENSATION THAT HE WAS ENTITLED TO FOR FISCAL YEARS 2010 THROUGH 2012. IN 2013, HE RECEIVED INCENTIVE COMPENSATION OF $152,919. ROBERTA HERMAN'S EMPLOYMENT WITH HPHC TERMINATED IN JULY 2013. PURSUANT TO THE SEVERANCE PROVISION OF HER CONTRACT, DR. HERMAN WAS ELIGIBLE TO RECEIVE A CONTINUATION OF HER BASE SALARY AND BENEFITS FOR A PERIOD OF UP TO ONE YEAR AND ANY INCENTIVE COMPENSATION SHE WAS ENTITLED TO FOR FISCAL YEARS 2013 THROUGH 2015. IN 2013 SHE RECEIVED SEVERANCE PAYMENTS OF $244,865. SCHEDULE J, PART I, LINE 4B LONG TERM INCENTIVE PLAN HPHC ADOPTED LONG-TERM INCENTIVE PLANS FOR ITS CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER, CHIEF LEGAL OFFICER, CHIEF INFORMATION OFFICER, AND CHIEF HUMAN RESOURCES OFFICER FOR FISCAL YEARS 2010-2012 AND FOR 2013-2015. THE PLANS ARE 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 THESE PLANS MAY OR MAY NOT BE PAID TO THE EXECUTIVES BASED ON THE ACTUAL RESULTS OF THE PERFORMANCE MEASURES AS DETERMINED AT THE END OF THE APPLICABLE THREE YEAR PERIOD. THE FOLLOWING INDIVIDUALS WERE PAID THE FOLLOWING AMOUNTS FROM THE 2010-2012 PLAN DURING FY 2013: ERIC H. SCHULTZ - $566,525 ROBERTA H. HERMAN, M.D. - $306,375 LAURA S. PEABODY - $196,493 CHARLES R. GOHEEN - $31,533 DEBORAH A. NORTON - $83,205 JOHN F. LANE - $69,660 JAMES W. DUCHARME - $152,919 SCHEDULE J, PART I, LINE 7 EXECUTIVE INCENTIVE PLAN HPHC HAS AN EXECUTIVE INCENTIVE PLAN TO INCENT AND REWARD PARTICIPANTS & PERMIT THEM TO SHARE IN SUCCESSFUL COMPANY FINANCIAL RESULTS, ENCOURAGE THEM TO WORK AS A TEAM AND PAY 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 A CERTAIN OPERATING EARNINGS TARGET OF HPHC, INC. AND AFFILIATES (ON A COMBINED STATUTORY ACCOUNTING BASIS). DISCRETIONARY RETIREMENT BENEFIT PLAN HPHC ADOPTED A PLAN (THE "457(B) PLAN") TO PROVIDE ADDITIONAL DISCRETIONARY RETIREMENT BENEFITS TO THOSE EXECUTIVES WHO MAY LOSE BENEFITS DUE TO THE IRS LIMITATIONS ON COMPENSATION IN THE 401(K) PRISM RETIREMENT PLAN FOR THE PERIOD BETWEEN JANUARY 1 AND DECEMBER 31, 2013. ELIGIBLE PARTICIPANTS WILL RECEIVE A DISCRETIONARY 8% EMPLOYER CONTRIBUTION TO THE 457(B) PLAN FROM HARVARD PILGRIM HEALTH CARE TO MAKE UP FOR THE SHORT FALL THEY EXPERIENCE IN THE COMPANY CONTRIBUTION TO THE PRISM 401(K) RETIREMENT PLAN BECAUSE THEY HAVE EARNINGS IN EXCESS OF THE ANNUAL IRS LIMIT FOR COVERED COMPENSATION. THE EMPLOYER CONTRIBUTION AMOUNT FOR THE 2013 PLAN YEAR IS BASED ON 8% OF THE PARTICIPANTS' 2012 ELIGIBLE EARNINGS IN EXCESS OF $255,000, UP TO $17,500. IF THE TOTAL CALCULATION OF THE 8% DIFFERENCE IS ABOVE THE IRS ANNUAL CONTRIBUTION LIMIT, THE COMPANY WILL PAY THE AMOUNT ABOVE THE IRS LIMIT TO THE EXECUTIVE IN CASH. SCHEDULE J, PART I, LINE 8 CHARLES GOHEEN ENTERED INTO AN EMPLOYMENT CONTRACT WITH HPHC IN AUGUST 2012. THE TERMS OF HIS CONTRACT INCLUDE A BASE SALARY, INCENTIVE PROGRAM, HEALTH BENEFITS, AND A SEVERANCE PROVISION. SCHEDULE J, PART II, COLUMN (F) COMPENSATION REPORTED AS DEFERRED IN PRIOR FORM 990 FOR CERTAIN INDIVIDUALS LISTED ON SCHEDULE J, PART II, AMOUNTS CREDITED UNDER THE 2013-2015 LONG TERM INCENTIVE PLAN ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). AMOUNTS CREDITED AND DISCLOSED ON THE FORM 990 IN PRIOR YEARS THAT VESTED AND WERE PAID OUT IN CALENDAR YEAR 2013 FOR THE 2010-2012 LONG TERM INCENTIVE PLAN ARE REPORTED IN COLUMN (B)(III) AND IN COLUMN (F).
Schedule J (Form 990) 2013

Additional Data


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Software Version:  
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
MediumBulletInformation about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I
Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.
1(a) Name of disqualified person (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image$
 

Part II
Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
Part III
Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2013
Schedule L (Form 990 or 990-EZ) 2013
Page 2
Part IV
Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) BRIGHT HORIZONS VICE CHR/DIR IS PRES/COO 2,444,354 PAYMENTS FOR HEALTH INSURANCE   No
(2) JOHN HANCOCK USA DIRECTOR IS BOD MEM / EE 23,938,484 PAYMENTS FOR HEALTH INSURANCE   No
Part V
Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).
Return Reference Explanation
SCHEDULE L, PART IV 1) MARY ANN TOCIO, VICE CHAIR/DIRECTOR OF HPHC, IS PRESIDENT/COO OF BRIGHT HORIZONS. 2) SCOTT HARTZ, DIRECTOR OF HPHC, IS A BOARD MEMBER AT JOHN HANCOCK, USA.
Schedule L (Form 990 or 990-EZ) 2013

Additional Data


Software ID:  
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SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
MediumBullet Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Return Reference Explanation
FORM 990, PART I, LINE 1 & PART III, LINE 1 ORGANIZATION'S MISSION HARVARD PILGRIM OPERATES AS A NOT-FOR-PROFIT HEALTH PLAN PROVIDING COMPREHENSIVE HEALTH MAINTENANCE ORGANIZATION SERVICES, ACCESS TO HEALTH CARE AND OTHER RELATED SERVICES IN MASSACHUSETTS, NEW HAMPSHIRE AND MAINE TO GROUP AND INDIVIDUAL MEMBERS THROUGH CONTRACTS WITH PHYSICIANS, ESTABLISHED PRIMARY CARE AND MULTI-SPECIALTY PHYSICIAN GROUPS, HOSPITALS AND OTHER HEALTH CARE PROVIDERS. OUR MISSION IS TO IMPROVE THE QUALITY AND VALUE OF HEALTH CARE FOR THE PEOPLE AND COMMUNITIES WE SERVE. FOR MORE THAN 30 YEARS, HARVARD PILGRIM HAS BUILT A REPUTATION FOR EXCEPTIONAL CLINICAL QUALITY, PREVENTIVE CARE, DISEASE MANAGEMENT AND MEMBER SATISFACTION. WE REMAIN AN INDUSTRY LEADER BY CONTINUING TO DEVELOP NEW WAYS TO IMPROVE UPON HOW WE CARE FOR OUR MEMBERS. PHYSICIAN PRACTICES IN MASSACHUSETTS, NEW HAMPSHIRE AND MAINE 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, INCREASING 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 A BROADER PATIENT POPULATION. THROUGH THE HARVARD PILGRIM HEALTH CARE INSTITUTE, OUR SPONSORED EDUCATIONAL PROGRAMS AND RESEARCH AGENDA SEEKS 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 HPHC 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.: ERIC H. SCHULTZ - PreSident/CEO/Director CHARLES R. GOHEEN - CFO/Treasurer THOMAS F. MALONEY - Interim Legal Officer (as of 6/13) LAURA S. PEABODY - Clerk/Secretary/CLO (until 6/13) SCOTT ALLEN - Chief Actuary (until 11/13) FORM 990, PART VI, LINE 11B ONCE HARVARD PILGRIM'S FORM 990 IS COMPLETED WITH THE ASSISTANCE OF ITS OUTSIDE TAX ADVISORS, IT IS FIRST REVIEWED BY HPHC'S INTERNAL MANAGEMENT AND THEN HPHC'S AUDIT COMMITTEE CHAIRPERSON (AN INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS OF THE ORGANIZATION). FOLLOWING THAT REVIEW, HARVARD PILGRIM INTERNAL MANAGEMENT AND OUTSIDE TAX 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 ALL HPHC DIRECTORS, OFFICERS AND EMPLOYEES ARE SUBJECT TO HPHC'S CODE OF CONDUCT WHICH INCLUDES A CONFLICT OF INTEREST POLICY. THE CONFLICT OF INTEREST POLICY REQUIRES DIRECTORS, OFFICERS, AND 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, HINDER OR DISTRACT FROM THE PERFORMANCE OF THEIR JOB RESPONSIBILITIES, ARE PREJUDICIAL TO THE LEGITIMATE INTERESTS OF HPHC AND ITS SUBSIDIARIES, OR CAUSE THE USE OF HPHC RESOURCES FOR OTHER THAN HPHC PURPOSE. IN ADDITION TO BEING SUBJECT TO HPHC'S CONFLICT OF INTEREST POLICY, HPHC'S BOARD OF DIRECTORS AND BOARD COMMITTEE MEMBERS ARE ANNUALLY REQUIRED TO COMPLETE AND SIGN A CONFLICTS OF INTEREST DISCLOSURE FORM, WHICH IS REPORTED TO THE BOARD OF DIRECTORS IN ACCORDANCE WITH THE DISCLOSURES AND REVIEW PROCESS SET FORTH IN HPHC'S BYLAWS. IN ADDITION, ROUGHLY HALF OF HPHC'S EMPLOYEES WHO MAKE DECISIONS ON BEHALF OF THE ORGANIZATION, OR ARE IN A POSITION TO INFLUENCE DECISIONS MADE ON BEHALF OF HPHC, ARE SURVEYED ON AN ANNUAL BASIS. THESE EMPLOYEES MUST COMPLETE AND SIGN A CONFLICT OF INTEREST DISCLOSURE FORM AND SUBMIT IT TO THE VICE PRESIDENT OF CORPORATE COMPLIANCE PROGRAMS (COMPLIANCE OFFICER). THESE FORMS ARE THEN REVIEWED BY THE COMPLIANCE OFFICER AND THE ASSOCIATE GENERAL COUNSEL RESPONSIBLE FOR CORPORATE COMPLIANCE & SPECIAL INVESTIGATIONS (COUNSEL). IF A DISCLOSURE OF A CONFLICT OF INTEREST OR POTENTIAL CONFLICT OF INTEREST IS MADE, THE COMPLIANCE OFFICER AND COUNSEL MAKE A DETERMINATION IF SUCH DISCLOSURE IS MATERIAL AND NEEDS TO BE MANAGED, MITIGATED OR ELIMINATED. THE COMPLIANCE OFFICER INFORMS EACH DEPARTMENTAL VICE PRESIDENT RESPONSIBLE FOR THE DISCLOSING EMPLOYEE OF THE DISCLOSURE. HPHC ALSO HAS MORE STRINGENT CONFLICTS OF INTEREST POLICIES AND PROCEDURES FOR CERTAIN DEPARTMENTS WHERE CONFLICTS, OR THE APPEARANCE OF CONFLICTS, ARE MORE LIKELY TO EXIST. FOR EXAMPLE, THE PHARMACY DEPARTMENT, PROVIDER CONTRACTING DEPARTMENT, AND MEDICAL MANAGEMENT DEPARTMENT ARE SUBJECT TO MORE STRINGENT POLICIES GOVERNING THE OFFER OR ACCEPTANCE OF ANY REMUNERATION, IN CASH OR IN KIND, FROM INDUSTRIES RELATED TO THEIR FUNCTION (E.G. PHARMACEUTICAL MANUFACTURERS AND HEALTHCARE DELIVERY ENTITIES). AS A GENERAL RULE, CONFLICTS OF INTEREST ARE NOT PERMITTED. HOWEVER, IN CERTAIN CASES, IF THE CONFLICT IS NOT MATERIAL AND IS PROMPTLY AND FULLY DISCLOSED TO THE EMPLOYEE'S MANAGER AND VICE PRESIDENT OF THE EMPLOYEE'S DEPARTMENT, AND IS APPROVED BY THE COMPLIANCE OFFICER, A WAIVER OF THE CONFLICT MAY BE GRANTED AND APPROPRIATE STEPS WILL BE TAKEN TO MITIGATE THE CONFLICT. FORM 990, PART VI, LINES 15A & 15B HPHC HAS AN INDEPENDENT COMPENSATION COMMITTEE THAT ANNUALLY REVIEWS THE COMPENSATION OF THE COMPANY'S OFFICERS AND KEY EMPLOYEES. THE COMPENSATION COMMITTEE CONSIDERS MARKET DATA AND ANALYSES ASSEMBLED BY INDEPENDENT COMPENSATION CONSULTANTS. THE COMMITTEE'S DELIBERATIONS ARE REFLECTED IN ITS MINUTES. FORM 990, PART VI, LINE 19 HPHC FURNISHES ITS GOVERNING DOCUMENTS, FINANCIAL STATEMENTS AND CONFLICT OF INTEREST POLICY TO THE PUBLIC UPON REQUEST. THE STATUTORY FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC VIA THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS (NAIC) WEB SITE. FORM 990, PART VII, SECTION B, ATTACHMENT 1 NAME: DELL MARKETING LP 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 HARVARD PILGRIM HEALTH CARE, 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 NONADMITTED ASSETS ($5,951,755) CHANGE IN SURPLUS NOTES ($9,714,897) CHANGE IN NET POST-RETIREMENT SERVICE COSTS & RECOGNIZED LOSS FOR POST-RETIREMENT MEDICAL PLAN $2,376,579 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE ($8,282,349) ____________ TOTAL ($21,572,422) FORM 990, PART XII, LINE 1 HARVARD PILGRIM HEALTH CARE FOLLOWS THE STATUTORY ACCOUNTING METHOD PRESCRIBED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS' ACCOUNTING PRACTICES AND PROCEDURES MANUAL FOR STATUTORY ACCOUNTING PRINCIPLES.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2013

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.
MediumBullet Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
HARVARD PILGRIM HEALTH CARE INC
 
Employer identification number

04-2452600
Part I
Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity
(1) Harvard Pilgrim Health Care Institute L
133 BROOKLINE AVE
BOSTON,MA02215
94-3477531 		RESEARCH MA 1,640,578 25,267,880 HPHC INC
 










Part II
Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1) HPHC Foundation Inc

93 WORCESTER STREET

WELLESLEY,MA02481
04-2708004 		community svc MA 501(c)(3) 11a-I HPHC Inc
 
Yes
 
(2) HPHC of New England Inc

93 WORCESTER STREET

WELLESLEY,MA02481
04-2663394 		health insura MA 501(c)(4)   HPHC Inc
 
Yes
 
(3) HPHC OF CONNECTICUT

185 ASYLUM ST 2ND FL

HARTFORD,CT06103
46-1681667 		HEALTH INSURA CT 501(C)(4)   HPHC Inc
 
Yes
 








For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V-UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) HPHC Insurance Company Inc

93 WORCESTER STREET
WELLESLEY,MA024819181
04-3149694 		HEALTH INSURA MA HPHC INC
  		C CORP 654,942,674 162,235,024 100.000 % Yes  
(2) HPHC Holding Company Inc

93 WORCESTER STREET
WELLESLEY,MA024819181
04-3306439 		HOLDING COMPA MA HPHC INC
  		C CORP 0 0 100.000 % Yes  
(3) Plan Marketing Insurance Agency Inc

1500 W PARK DRIVE STE 330
WESTBOROUGH,MA01581
04-2734281 		BROKERAGE MA HEALTH PLANS
  		C CORP 0 0 100.000 % Yes  
(4) HPHC Insurance Agency Inc

93 WORCESTER STREET
WELLESLEY,MA024819181
04-3016201 		BROKERAGE MA HPHC INC
  		C CORP 99,654 508,415 100.000 % Yes  
(5) Health Plans Inc

1500 W PARK DRIVE STE 330
WESTBOROUGH,MA01581
04-2734278 		TPA MA HPHC INC
  		C CORP 30,584,908 20,882,523 100.000 % Yes  
(6) Care Management Services Inc

1500 W PARK DRIVE STE 330
WESTBOROUGH,MA01581
04-3438779 		ASO SERVICES MA HEALTH PLANS
  		C CORP 0 0 100.000 % Yes  
(7) HARVARD PILGRIM PHYSICIANS ASSOC INC

93 WORCESTER ST
WELLESLEY,MA024819181
 PHYSICIAN ORG MA HPHC INC
  		SEE PART VII 0 0 100.000 % Yes  
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 3
Part V
Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
Yes
 
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
Yes
 
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
Yes
 
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
 
No
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
Yes
 
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
Yes
 
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) HPHC Foundation Inc

 b 1,781,384 cash
(2) HPHC of New England Inc

 l,n,o 27,055,208 allocation
(3) HPHC Foundation Inc

 l,n,o 395,447 allocation
(4) HPHC Insurance Company Inc

 l,n,o 108,765,456 allocation
(5) Health Plans Inc

 l,n,o 4,410,571 allocation
(6) HPHC Foundation Inc

 a (iv 221,173 contract
(7) Health Plans Inc

 a (iv 297,019 contract
(8) HPHC of New England Inc

 e 5,679,981 contract
(9) HPHC Foundation Inc

 d 2,840,724 contract
(10) Health Plans Inc

 d 1,221,369 contract
(11) HPHC Insurance Agency Inc

 e 17,558 contract
(12) HPHC Insurance Company Inc

 e 6,818,107 contract
(13) HPHC Insurance Company Inc

 b 8,000,000 cash
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V?UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R (see instructions).
Return Reference Explanation
Schedule R, Part II HARVARD PILGRIM HEALTH CARE OF CONNECTICUT WAS INACTIVE DURING 2013. Schedule R, Part IV HARVARD PILGRIM PHYSICIANS ASSOCIATION, INC. IS A NONPROFIT ORGANIZED UNDER THE LAWS OF MASSACHUSETTS. THIS IS AN INACTIVE ORGANIZATION.
Schedule R (Form 990) 2013
Additional Data


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