TY 2015 Form 990

- TIN:

Form990

Department of the TreasuryInternal 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)

Do not enter social security numbers on this form as it may be made public.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

A For the 2015 calendar year, or tax year beginning 01-01-2015 , and ending 12-31-2015

BCheck if applicable: Address change Name change Initial return Final return/terminated Amended return Application pending

CName of organization
Health New England Inc

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
One Monarch Place No 1500

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Springfield, MA011441500

D Employer identification number

04-2864973

E Telephone number

G Gross receipts $ 931,823,392

F Name and address of principal officer:
Maura C McCaffrey
One Monarch Place No 1500
Springfield,MA011441500

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.HealthNewEngland.Org

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2013

M State of legal domicile: MA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Health New England is a part of the Baystate Health System formed by its parent and sole member, Baystate Health, Inc., whose mission is "To improve the health of the people in our communities every day with quality and compassion." The mission of Health New England, based on the mission of our parent, is as follows: "To improve the health and life of our communities by: providing outstanding service; delivering superior value; and acting as a leading corporate citizen."
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	10
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	6
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	416
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	590,207,500	898,478,501
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,868,760	2,477,833
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	594,076,260	900,956,334
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	537,349,846	848,220,788
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	28,860,703	32,034,357
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	34,543,699	42,294,376
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	600,754,248	922,549,521
19	Revenue less expenses. Subtract line 18 from line 12.......	-6,677,988	-21,593,187
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	151,023,845	165,499,490
21	Total liabilities (Part X, line 26).............	103,041,378	125,390,619
22	Net assets or fund balances. Subtract line 21 from line 20.....	47,982,467	40,108,871

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

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

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) ..........YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2015)

Form 990 (2015)

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 ..............

Briefly describe the organization’s mission: See Schedule OThe mission of HNE, as part of Baystate Health (an integrated health care system), is to improve the overall quality of life and health status of the communities we serve and to contribute to the economic success of our region. HNE is committed to meeting the identified health and wellness needs of our communities served through the combined efforts of Baystate Health, community organizations, affiliated providers, and community partners.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ..................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program
services? ........................... Yes No

If "Yes," describe these changes on Schedule O.

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 $ 848,220,788 including grants of $ ) (Revenue $ 898,478,501 )
	Health New England makes high quality, low cost health care services available through HMO plans within a service area that comprises more poor, medically underserved and rural communities than any other part of Massachusetts. In a federal Health Resources & Services Administration (HRSA) report stated that of the 102 Massachusetts towns designated as medically underserved, 78 are in the four counties that Health New England serves. Based on that statistic, in all, over 45% of HNE's enrollees live in medically underserved areas.See Schedule O for further information HNE's service area includes four of the five counties with the highest percentage of poverty and the lowest per capita income in Massachusetts, based on US Census Bureau data. More than half of HNE's enrollees live in Hampden County, the poorest county in Massachusetts measured by per capita income and the second poorest measured by people living in poverty. In 2011, the four Western Massachusetts counties comprised 12.5% of the state's population but accounted for 20.9% of its Medicaid enrollees. HNE makes care available by offering health plans which serve the following: Individuals and Small Groups: Enrollees at 12/31/2015: 25,569 Revenue: $132,919,921Program Expenses: $111,211,214 HNE offers health plans to individuals and families (both directly and through the Commonwealth Health Connector) and small employer groups (employers with 50 or fewer employees). In Massachusetts, tax exempt health plans, including Health New England, serve 94% of the small employer groups. HNE is one of the leading sources of HMO coverage for individuals and small groups in Western Massachusetts, and provides coverage to nearly 4,000 groups with five or fewer employees.MedicareEnrollees at 12/31/2015: 8,601Revenue: $85,785,336Program Expense: $79,941,854 HNE serves Medicare enrollees through the HNE Medicare Advantage plan, which CMS has evaluated as one of the highest rated Medicare Advantage plan in Massachusetts. MedicaidEnrollees at 12/31/2015: 81,894Revenue: $385,395,942 Program Expense: $382,186,943 HNE participates in MassHealth, the Massachusetts Medicaid program, through a rapidly growing Medicaid plan. The number of HNE's Medicaid plan enrollees has generally increased since 2010 when HNE began offering such plans, more than tripled in 2014 to over 58,000 enrollees, and increased to over 82,000 enrollees in 2015.State and MunicipalEnrollees at 12/31/2015: 22,534Revenue: $107,539,792Program Expense: $99,402,629 HNE offers health plans through the Massachusetts Group Insurance Commission (GIC), which provides coverage for Massachusetts state and municipal employees (Health New England has one of the largest enrollments of GIC covered employees in Western Massachusetts). HNE also covers many municipal employees who do not obtain coverage through the GIC. Other Individuals and FamiliesEnrollees at 12/31/2015: 40,177 Revenue: $186,837,510Program Expense: $175,478,151 HNE also provides coverage to individuals and families through plans offered by employers which have more than 50 employees. As noted earlier, this category includes many municipal employees, and also includes many employees of health care and nonprofit organizations. HNE also conducts community benefit activities outside of the programs described above. HNE has used its agreements with health care providers to promote quality improvement activities and to finance improved coordination of health care for individuals with severe or chronic diseases. HNE has worked with a number of local medical practices to assist them in developing the capability of becoming patient centered medical homes (PCMHs). Specifically, HNE has worked with 25 medical practices to assist them in becoming PCMHs and attaining certification as such by the National Committee for Quality Assurance. In addition to its own direct service programs, HNE has aided or worked with a wide variety of community organizations to support programs for health improvement and community benefit, such as: - MOCHA and Project Coach providing education to empower youth and reduce severe health disparities in the city. - The Open Gym Program and Neutral Corner, Anti-Bullying Educational Program (provide a safe environment for youth in dangerous neighborhoods, mentoring, tutoring, exercise and organized physical activity, anti-bullying) -Partners for a Healthier Community/Live Well Springfield (promotes access to healthy foods, physical activity, and improved access to care for all members of the greater Springfield Community) - Square One Preschool (LAUNCH Health Curriculum that focuses on nutrition and physical activity)- Link-to-Libraries (provision of backpacks and books for children entering kindergarten in Holyoke and Springfield. HNE Be Healthy (Medicaid) Members are included in this outreach) - Springfield YMCA Y-Aim Program (Increase graduation rate for at-risk high school students) - Pioneer Valley Girl Scouts (Supports all girls involved in scouting, including HNE Be Healthy (Medicaid) Members.) - American Heart Association Go Red for Women, Heart Walk, and Get to Goal Campaign (Heart disease prevention and health screenings and health education for the community at large and focused on achieving optimal Blood Pressure in minority populations throughout the Pioneer Valley)- Diabetes Education at Brightwood Health Center (Culturally appropriate, Spanish language diabetes education available to all patients at the Brightwood community health center.) - La Esperanza Latina Health Fair (Free, public annual event providing over 800 Latina women with health information, education and screening.- Safe Passage Hot Chocolate Run (fund raiser hosted by Safe Passage which provides a variety of support and advocacy services for women and children who have experienced domestic violence)- Mason Square Task Force (A coalition working to eliminate racial health disparities in Mason Square through information sharing, policy change, and promoting healthy eating and nutrition by providing health care providers with vouchers for Mason Square Farmers Market.) - Friends of the Homeless (Collaboration with Friends of the homeless to provide funding, health education and health and wellness programs for the homeless.)- AIDS Foundation of W. Mass (focused on community education on the prevention and management of AIDS)- Mother Woman (provides training to diverse community leaders and professionals that teaches about the complex mental health and socio-political factors involved in the crisis of postpartum emotional complications)- Treehouse Foundation (aims to restore and strengthen the well-being of children and youth placed in foster care with the aim of moving them out of foster care and into permanent, loving families)- Top Floor Learning (providing adult literacy services and lifelong learning opportunities)- Mass In Motion Springfield (promotes opportunities for healthy eating and active living in the places people live, learn, work, and play)The programs above are among the dozens of community partnerships listed by HNE in its annual Community Benefits Report filed with the Massachusetts Attorney General. In addition, HNE's own community health education programs, such as our annual Life Enrichment Program, reach approximately 7,500 individuals throughout the community. HNE also supports numerous programs sponsored by the Baystate Health Foundation, and has been instrumental in raising hundreds of thousands of dollars for Foundation programs.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses848,220,788

Form 990 (2015)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

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 I.............

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 II..............

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 III.................

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 I Click to see attachment

..................

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 II Click to see attachment

...

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

.............

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 IV Click to see attachment

..............

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 V Click to see attachment

......

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.

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

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 VII Click to see attachment

.......

11b

Yes

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 VIII Click to see attachment

.......

11c

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 IX Click to see attachment

............

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

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 X Click to see attachment

11f

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

Yes

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

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States? .....

14a

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

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.....

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...

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) ....

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............

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...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2015)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.....

Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........

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

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

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

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

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), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I............

25a

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 ...................

25b

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 "Yes," complete Schedule L, Part II ................

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.........

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 current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L,
Part IV ........................

28a

A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV.....................

28b

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...

28c

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M .............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I.

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II ...........

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

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

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

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

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.............

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 VI Click to see attachment

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. ............

Yes

Form 990 (2015)

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

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

8,204

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

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 ..................

416

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)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

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)? ..

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

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? ...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......................

Organizations that may receive deductible contributions under section 170(c).

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? ....................

If "Yes," did the organization notify the donor of the value of the goods or services provided? .....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? .........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................

Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? .........................

Did the sponsoring organization make any taxable distributions under section 4966?...

Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

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

If "Yes," enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

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

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

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2015)

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

Enter the number of voting members of the governing body at the end of the tax year

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.

Enter the number of voting members included in line 1a, above, who are independent

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? .................

Yes

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? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

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? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .......................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

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.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

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

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

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

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

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

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?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

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

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

List the States with which a copy of this Form 990 is required to be filed MediumBullet

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.

Own website Another's website Upon request Other (explain in Schedule O)

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.

State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBullet

Health New England IncOne Monarch Place Suite 1500 Springfield,MA011441500 (413) 787-4000

Form 990 (2015)

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.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

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.

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.

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
(A) Name and Title
(1) Dennis Chalke...................................................................... Treasurer/Director	1.00 ................. 40.00	X	X	0	1,085,400	89,529
(2) Mark R Tolosky...................................................................... Director	1.00 ................. 40.00	X	X	0	745,183	80,519
(3) Joel Feinman PhD...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(4) Eric Fuller III...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(5) Benjamin Liptzin MD...................................................................... Director	1.00 ................. 0.00	X		0	355,358	54,503
(6) Richard Segool MD...................................................................... Vice Chair/Director	1.00 ................. 0.00	X	X	0	0	0
(7) Robert Lounsbury Thru 63015...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(8) Steven Mitus Thru 73015...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(9) Anne Paradis...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(10) Howard Trietsch As of 1115...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(11) Carol Campbell As of 1115...................................................................... Director	1.00 ................. 0.00	X		0	0	0
(12) Mark A Keroack MD...................................................................... Chair/Director	1.00 ................. 40.00	X	X	0	1,258,998	213,008
(13) Maura C McCaffrey...................................................................... President & CEO	40.00 ................. 0.00		X	776,384	0	289,281
(14) Judith M Danek...................................................................... Clerk Of Corporation	40.00 ................. 0.00		X	103,597	0	37,405
(15) Thomas J Brown III...................................................................... Interim VP of Finance	1.00 ................. 40.00		X	0	189,196	34,710
(16) Thomas H Ebert end 712015...................................................................... VP & Chief Medical Officer	40.00 ................. 0.00		X	455,273	0	104,914
(17) Robert A Kosior end 121115...................................................................... VP of Finance & CFO	40.00 ................. 0.00		X	456,070	0	534,185

Form 990 (2015)

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)			(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
(A) Name and Title
(18) Amy Trombley........................................................................ VP & Chief Talent Officer	40.00 .......................0.00	X		383,939	0	107,557
(19) Jim Kessler........................................................................ VP General Counsel	40.00 .......................0.00	X		238,389	0	89,430
(20) Jody Gross........................................................................ VP of Sales	40.00 .......................0.00	X		269,321	0	110,248
(21) Kenneth Bernard........................................................................ VP of Information Technology	40.00 .......................0.00	X		222,367	0	91,706
(22) Frank Meaney end 9112015........................................................................ VP of Operations	40.00 .......................0.00	X		185,633	0	10,169
(23) David Methe........................................................................ Security Officer	40.00 .......................0.00	X		139,616	0	46,946
(24) Jason Rio........................................................................ Compliance Officer	40.00 .......................0.00	X		121,697	0	44,112
(25) Laurie Gianturco Beg 93015........................................................................ VP & Senior Medical Director	40.00 .......................0.00	X		319,199	0	141,246
(26) Jeffrey Krawczyk........................................................................ Director of Sales	40.00 .......................0.00		X	178,842	0	52,273
(27) Jacqueline Spain........................................................................ Medical Director	32.00 .......................0.00		X	194,040	0	52,337
(28) Gary J Tereso........................................................................ Pharmacist	40.00 .......................0.00		X	159,049	0	43,017
(29) Julie Bodde........................................................................ Director of Healthcare Informatics	40.00 .......................0.00		X	147,350	0	31,269
(30) Susan Silver O'Connor........................................................................ Director of Government Programs	40.00 .......................0.00		X	153,381	0	53,393

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	4,504,147	3,634,135	2,311,757

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

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 ..............

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...........................

Yes

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 ........

Section B. Independent Contractors

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
CATAMARAN INC 2441 Warrenvile Rd Suite 610 Lisle IL,IL60532	Pharmacy Benefits Manager	171,477,308
MASSACHUSETTS BEHAVIORAL HEALTH PARTNERS 1000 Washington Street Suite 310 Boston,MA02118	Medical Services Mental Health	51,969,889
BERKSHIRE MEDICAL CENTER PO 4999 Pittsfield,MA012024999	Medical Services	31,794,819
MERCY MEDICAL CENTER PO Box 414432 Boston,MA02241	Medical Services	29,322,473
COOLEY DICKENSON HOSPITAL PO Box 5001 Northampton,MA01061	Medical Services	19,895,837
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 416

Form 990 (2015)

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

(D)
Revenue
excluded from
tax under sections
512-514

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......

		Business Code
2a	Medicaid Premium	524114	385,395,942	385,395,942
b	Premium - Commercial Large Group	524114	187,522,522	187,522,522
c	Premium - Commercial Small Group	524114	132,551,934	132,551,934
d	Massachusetts Group Insurance Com	524114	107,222,767	107,222,767
e	Medicare Advantage Premium	524114	85,785,336	85,785,336
f	All other program service revenue.
g Total.Add lines 2a–2f.....			898,478,501

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			2,423,458			2,423,458
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		30,921,433
b	Less: cost or other basis and sales expenses		30,867,058
c	Gain or (loss)		54,375
d	Net gain or (loss).....			54,375			54,375
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..
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..
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..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			900,956,334	898,478,501	0	2,477,833

Form 990 (2015)

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 domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members	848,220,788	848,220,788
5	Compensation of current officers, directors, trustees, and key employees ....	3,671,218		3,671,218
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	20,291,804		20,291,804
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,335,027		1,335,027
9	Other employee benefits .......	4,875,634		4,875,634
10	Payroll taxes ...........	1,860,674		1,860,674
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	491,023		491,023
c	Accounting ...........	1,232,426		1,232,426
d	Lobbying ...........	71,790		71,790
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	426,121		426,121
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	18,771,592		18,771,592
12	Advertising and promotion ....	2,042,111		2,042,111
13	Office expenses .......	1,772,960		1,772,960
14	Information technology ......	5,167,216		5,167,216
15	Royalties ..
16	Occupancy ...........	858,610		858,610
17	Travel ............	265,672		265,672
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	8,256		8,256
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	1,447,345		1,447,345
23	Insurance ...	129,567		129,567
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	ACA and Other Taxes	9,272,256		9,272,256
b	Recruiting Fees	243,008		243,008
c	Bad Debt Expense	87,401		87,401
d	Charitable Fees	7,022		7,022
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	922,549,521	848,220,788	74,328,733	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 if following SOP 98-2 (ASC 958-720).

Form 990 (2015)

Page 11

Part X

Balance Sheet

Check if Schedule O contains a response or note to any line in this Part IX ..............

				(A) Beginning of year		(B) End of year

1	Cash–non-interest-bearing ........			8,198,548	1	29,472,726
2	Savings and temporary cash investments .........			537,180	2	548,851
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			14,001,955	4	4,428,372
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
					5
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
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	22,866,118
b	Less: accumulated depreciation	10b	22,261,666	1,193,646	10c	604,452
11	Investments—publicly traded securities .			108,519,133	11	109,806,019
12	Investments—other securities. See Part IV, line 11 .....			10,156,863	12	9,603,669
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			8,416,520	15	11,035,401
16	Total assets. Add lines 1 through 15 (must equal line 34)...			151,023,845	16	165,499,490

17	Accounts payable and accrued expenses .....	84,285,526	17	108,608,982
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
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..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
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	18,755,852	25	16,781,637
26	Total liabilities. Add lines 17 through 25..	103,041,378	26	125,390,619

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	47,982,467	27	40,108,871
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	47,982,467	33	40,108,871
34	Total liabilities and net assets/fund balances ........	151,023,845	34	165,499,490

Form 990 (2015)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

900,956,334

Total expenses (must equal Part IX, column (A), line 25) ............

922,549,521

Revenue less expenses. Subtract line 2 from line 1 ..............

-21,593,187

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

47,982,467

Net unrealized gains (losses) on investments ...............

-1,068,780

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

14,788,371

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

40,108,871

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other Statutory Acctg
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

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:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

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:

Separate basis Consolidated basis Both consolidated and separate basis

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?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

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?

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.

Form 990 (2015)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Health New England Inc

Employer identification number

04-2864973

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ....

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? ...........

Yes No

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? ............................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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.


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

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

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)? .............................

Yes No

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" on Form 990, Part IV, line 8.

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.

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)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

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:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

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) 2015

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

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):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

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?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


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

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

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" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(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 ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

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' on 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 ...
b	Buildings
c	Leasehold improvements	1,006,730	1,006,730	0
d	Equipment ...	7,868,535	7,264,083	604,452
e	Other ...	13,990,853	13,990,853	0
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				604,452

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on 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	9,603,669	C
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	9,603,669

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Health Care Receivables				6,835,166
(2) Receivables from Subsidiaries				1,916,711
(3) Accrued Investment Receivable				929,234
(4) Reinsurance Receivable				1,225,018
(5) Other Receivables				129,272
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				11,035,401

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
Premiums Received in advance	7,889,183
Reimbursements from Providers to be applied	559,689
Amounts due to Subsidiaries	555,404
ACA Risk Adjustment Payable	3,500,000
Rebates Payable	1,000,000
Medical Subsidy Payable	2,843,241
Valuation Account	434,120
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	16,781,637
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) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	900,530,213
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) 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	0
3	Subtract line 2e from line 1..................			3	900,530,213
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	426,121
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................			4c	426,121
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	900,956,334

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	922,123,400
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	0
3	Subtract line 2e from line 1...................			3	922,123,400
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	426,121
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.....................			4c	426,121
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	922,549,521

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

Schedule D (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Health New England Inc

Employer identification number

04-2864973

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

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 .........

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? ..

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.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization?

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization?

Any related organization? .........................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on 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 ............

Were any amounts reported on 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 .............................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2015

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 on 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 in column(B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Dennis ChalkeTreasurer/Director	(i) (ii)	0 ------------- 466,083	0 ------------- 357,889	0 ------------- 261,428	0 ------------- 64,000	0 ------------- 25,529	0 ------------- 1,174,929	0 ------------- 0
2Mark R ToloskyDirector	(i) (ii)	0 ------------- 263,593	0 ------------- 150,000	0 ------------- 331,590	0 ------------- 66,319	0 ------------- 14,200	0 ------------- 825,702	0 ------------- 0
3Benjamin Liptzin MDDirector	(i) (ii)	0 ------------- 301,378	0 ------------- 38,716	0 ------------- 15,264	0 ------------- 43,200	0 ------------- 11,303	0 ------------- 409,861	0 ------------- 0
4Mark A Keroack MDChair/Director	(i) (ii)	0 ------------- 760,075	0 ------------- 310,077	0 ------------- 188,846	0 ------------- 192,620	0 ------------- 20,388	0 ------------- 1,472,006	0 ------------- 90,766
5Maura C McCaffreyPresident & CEO	(i) (ii)	488,287 ------------- 0	183,144 ------------- 0	104,953 ------------- 0	249,249 ------------- 0	40,032 ------------- 0	1,065,665 ------------- 0	0 ------------- 0
6Thomas J Brown IIIInterim VP of Finance	(i) (ii)	0 ------------- 171,964	0 ------------- 16,399	0 ------------- 833	0 ------------- 24,396	0 ------------- 10,314	0 ------------- 223,906	0 ------------- 0
7Thomas H Ebert end 712015VP & Chief Medical Officer	(i) (ii)	331,537 ------------- 0	115,592 ------------- 0	8,144 ------------- 0	74,254 ------------- 0	30,660 ------------- 0	560,187 ------------- 0	0 ------------- 0
8Robert A Kosior end 121115VP of Finance & CFO	(i) (ii)	345,343 ------------- 0	75,492 ------------- 0	35,235 ------------- 0	491,126 ------------- 0	43,059 ------------- 0	990,255 ------------- 0	0 ------------- 0
9Amy TrombleyVP & Chief Talent Officer	(i) (ii)	290,186 ------------- 0	60,480 ------------- 0	33,273 ------------- 0	78,246 ------------- 0	29,311 ------------- 0	491,496 ------------- 0	0 ------------- 0
10Jim KesslerVP General Counsel	(i) (ii)	182,012 ------------- 0	51,840 ------------- 0	4,537 ------------- 0	66,096 ------------- 0	23,334 ------------- 0	327,819 ------------- 0	0 ------------- 0
11Jody GrossVP of Sales	(i) (ii)	210,073 ------------- 0	48,708 ------------- 0	10,540 ------------- 0	68,328 ------------- 0	41,920 ------------- 0	379,569 ------------- 0	0 ------------- 0
12Kenneth BernardVP of Information Technology	(i) (ii)	172,586 ------------- 0	30,529 ------------- 0	19,252 ------------- 0	53,534 ------------- 0	38,172 ------------- 0	314,073 ------------- 0	0 ------------- 7,685
13Frank Meaney end 9112015VP of Operations	(i) (ii)	152,754 ------------- 0	32,566 ------------- 0	313 ------------- 0	0 ------------- 0	10,169 ------------- 0	195,802 ------------- 0	0 ------------- 0
14David MetheSecurity Officer	(i) (ii)	127,598 ------------- 0	10,524 ------------- 0	1,494 ------------- 0	14,723 ------------- 0	32,223 ------------- 0	186,562 ------------- 0	0 ------------- 0
15Jason RioCompliance Officer	(i) (ii)	116,260 ------------- 0	5,313 ------------- 0	124 ------------- 0	12,513 ------------- 0	31,599 ------------- 0	165,809 ------------- 0	0 ------------- 0
16Laurie Gianturco Beg 93015VP & Senior Medical Director	(i) (ii)	268,694 ------------- 0	35,655 ------------- 0	14,850 ------------- 0	99,273 ------------- 0	41,973 ------------- 0	460,445 ------------- 0	0 ------------- 0
17Jeffrey KrawczykDirector of Sales	(i) (ii)	168,655 ------------- 0	9,826 ------------- 0	361 ------------- 0	13,746 ------------- 0	38,527 ------------- 0	231,115 ------------- 0	0 ------------- 0
18Jacqueline SpainMedical Director	(i) (ii)	191,639 ------------- 0	0 ------------- 0	2,401 ------------- 0	28,151 ------------- 0	24,186 ------------- 0	246,377 ------------- 0	0 ------------- 0
19Gary J TeresoPharmacist	(i) (ii)	144,499 ------------- 0	14,354 ------------- 0	196 ------------- 0	10,816 ------------- 0	32,201 ------------- 0	202,066 ------------- 0	0 ------------- 0
20Julie BoddeDirector of Healthcare Informatics	(i) (ii)	135,861 ------------- 0	10,403 ------------- 0	1,086 ------------- 0	0 ------------- 0	31,269 ------------- 0	178,619 ------------- 0	0 ------------- 0
21Susan Silver O'ConnorDirector of Government Programs	(i) (ii)	139,358 ------------- 0	13,168 ------------- 0	855 ------------- 0	19,683 ------------- 0	33,710 ------------- 0	206,774 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2015

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
Part I, Line 4b	Maura McCaffrey - Supplemental Retirement of $102,343 is included in column B. This amount was earned and paid in 2015. Dennis Chalke - Deferred non-qualified compensation of $64,000 is included in column B. This amount was earned and paid in 2015. Mark Tolosky - Deferred non-qualified compensation of $66,319 is included in column B. This amount was earned and paid in 2015. Benjamin Liptzin, MD - Deferred non-qualified compensation of $43,200 is included in column B. This amount was earned and paid in 2015. Mark Keroack, MD - Deferred non-qualified compensation of $192,620 is included in column C. This amount was earned in 2015. Thomas Ebert, MD - Supplemental Retirement of $3,946 is included in column B. This amount was earned and paid in 2015. Robert Kosior - Supplemental Retirement of $32,931 is included in column C. This amount was earned and paid in 2015. Amy Trombley - Supplemental Retirement of $30,561 is included in column B. This amount was earned and paid in 2015. Jody Gross - Supplemental Retirement of $9,255 is included in column B. This amount was earned and paid in 2015. Laurie Gianturco - Supplemental Retirement of $12,978 is included in column B. This amount was earned and paid in 2015. Kenneth Bernard - Supplemental Retirement of $15,704 is included in column B. This amount includes $7,685 earned in 2014 paid in 2015 and $8,019 earned in 2015 and paid in 2015.

Return Reference

Explanation

Part I, Line 4b

Maura McCaffrey - Supplemental Retirement of $102,343 is included in column B. This amount was earned and paid in 2015. Dennis Chalke - Deferred non-qualified compensation of $64,000 is included in column B. This amount was earned and paid in 2015. Mark Tolosky - Deferred non-qualified compensation of $66,319 is included in column B. This amount was earned and paid in 2015. Benjamin Liptzin, MD - Deferred non-qualified compensation of $43,200 is included in column B. This amount was earned and paid in 2015. Mark Keroack, MD - Deferred non-qualified compensation of $192,620 is included in column C. This amount was earned in 2015. Thomas Ebert, MD - Supplemental Retirement of $3,946 is included in column B. This amount was earned and paid in 2015. Robert Kosior - Supplemental Retirement of $32,931 is included in column C. This amount was earned and paid in 2015. Amy Trombley - Supplemental Retirement of $30,561 is included in column B. This amount was earned and paid in 2015. Jody Gross - Supplemental Retirement of $9,255 is included in column B. This amount was earned and paid in 2015. Laurie Gianturco - Supplemental Retirement of $12,978 is included in column B. This amount was earned and paid in 2015. Kenneth Bernard - Supplemental Retirement of $15,704 is included in column B. This amount includes $7,685 earned in 2014 paid in 2015 and $8,019 earned in 2015 and paid in 2015.

Schedule J (Form 990) 2015

Additional Data

Software ID:
Software Version:

- TIN:

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 990-EZ 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

2015

Open to Public
Inspection

Name of the organization

Health New England Inc

Employer identification number

04-2864973

Return Reference	Explanation
Form 990, Part VI, Section A, line 2	Two or more of the persons listed in this Form 990, Part VII have a business relationship with each other by virtue of sitting on one or boards of directors/trustees or by serving in employment relationship one or more entities within the network of affiliated organizations.
Form 990, Part VI, Section A, line 6	As a Massachusettts nonprofit organization, Health New England has no stockholders and one legal Member - Baystate Health, Inc. HNE refers to its enrollees as "members," but HNE's organizational documents and Bylaws give enrollees no organizational membership status from a legal perspective.
Form 990, Part VI, Section A, line 7a	Baystate Health, Inc. is the sole member of Health New England, Consequently, Baystate Health has final authority on all appointments and elections to the Health New England, Inc. Board.
Form 990, Part VI, Section A, line 7b	The functions of a nominating committee are carried out by the Governance Committee of Baystate Health and the Baystate Health Audit and Compliance committee has full audit oversight duties and responsibilities for Health New England.
Form 990, Part VI, Section B, line 11	Prior to the filing of this return appropriate parts of this Form 990 were reviewed by representatives from the Finance and Legal Departments of Health New England, Inc., some of whom are officers of the filing organization. The entire return was reviewed by a tax expert from an outside accounting firm. The entire return was sent out to the Board of Directors and Officers of Health New England, Inc. for comment and review.
Form 990, Part VI, Section B, line 12c	Health New England, Inc. has a comprehensive conflict of interest policy. All directors, officers, key employees, and highest compensated employees of HNE and its affiliates are asked to complete an annual "conflict of interest" form. We use an electronic database to receive and manage all conflict of interest submissions. This information is reviewed by the Director of Compliance and the Health New England Legal Department. Potential conflict of interest transactions are reviewed as appropriate under the policy, which provides for recusal from discussion and deliberation by any party with a potential conflict of interest. HNE employees also sign an annual statement which affirms that such person: (a) has received a copy of the Conflict of Interest Policy; (b) has read and understands the Conflict of Interest Policy; and (c) has agreed to comply with the Conflict of Interest Policy.
Form 990, Part VI, Section B, line 15	The compensation of the President and CEO and of other key officers and key employees is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data. The compensation is then established, reviewed and approved by the independent compensation committee of Health New England, Inc. and all such deliberations and decisions are documented contemporaneously.
Form 990, Part VI, Section C, line 19	Available on request and at management's discretion
Form 990, Part XI, line 9:	Decrease in non-admitted assets -6,336,629. Capital Contribution from Baystate Health 1,125,000. Surplus Note from Baystate Health 20,000,000.
Form 990, Part XII, Line 1:	The audited financial statements are based on Insurance Statutory Accounting Principles (AAP) promulgated by the Accounting Practices and Procedures Task Force under the auspices of the National Association of Insurance Commissioners (NAIC). This form of accounting is typically looked upon as more conservative than accrual accounting without quite being cash basis. The accompanying statutory financial statements of the Company have been prepared in accordance with the National Association of Insurance Commissioners (NAIC) Accounting Practices and Procedures Manual for Statutory Accounting Principles (NAIC SAP), which do not differ from the accounting practices prescribed by the Division of Insurance of the Commonwealth of Massachusetts. NAIC SAP does differ from the accounting principles generally accepted in the United States of America (GAAP). The significant variances from GAAP are as follows: Investments-Investments in bonds are reported at amortized cost or fair value based on their NAIC rating; for GAAP, such fixed maturity investments would be designated at purchase as held-to-maturity, trading, or available-for-sale. Held-to-maturity fixed investments would be reported at amortized cost, and the remaining fixed maturity investments would be reported at fair value. For statutory purposes, unrealized gains and losses on investments are excluded from net income, and reported as an increase or decrease in surplus, except that declines in fair value that are determined by management to be other than temporary are reported as realized losses. HNE has elected the fair value option for certain of its investments. HNE made this election to reflect changes in fair value of its investments, including both increases and decreases and whether realized or unrealized, in its excess of revenue over expenses for GAAP purposes. All single-class and multiclass mortgage-backed/asset-backed securities (e.g., CMOs) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discount or amortization of premium of such securities using the prospective method. If it is determined that a decline in fair value is other than temporary, the cost basis of the security is written down to the present value of estimated future cash flows using the original effective interest rate inherent in the security. Investments in Affiliates-The results of HNE's investments in unconsolidated affiliates are accounted for on the equity method under GAAP, whereas under NAIC SAP the investment is valued at book value with unrealized gains or losses recorded directly to net worth. GAAP also requires the consolidation of all wholly owned subsidiaries. As HAS, HIS and HHE are not audited, the investments in these subsidiaries are not admitted in accordance with SSAP No. 97. Nonadmitted Assets-Certain assets designated as "nonadmitted," principally certain deferred taxes, electronic data processing equipment, prepaid items, certain health care receivables, receivables over 90 days' past due, and the equity value of subsidiaries, are excluded from the accompanying statutory-basis statements of admitted assets, liabilities, and capital and surplus and are charged directly to unassigned surplus. Under GAAP, such assets are included in the balance sheets, to the extent they are not impaired. Deferred Income Taxes-Due to the Company's conversion to a tax-exempt entity and the IRS determination letter, deferred tax balances will no longer be recognized. Surplus Notes - GAAP classifies surplus notes in liabilities, whereas NAIC SAP classifies them in statutory net worth.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Health New England Inc

Employer identification number

04-2864973

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

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?
(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	Yes	No
(1)Baystate Health Inc 759 Chestnut Street Springfield,MA01199 04-2105941	Improve the health of people in our communities every day.	MA	501(c)(3)	Line 7	N/A		No
(2)Baystate Medical Center Inc 759 Chestnut Street Springfield,MA01199 04-2790311	Acute Care Teaching Hospital	MA	501(c)(3)	Line 3	Baystate Health Inc		No
(3)Baystate Franklin Medical Center 164 High Street Greenfield,MA01301 04-2103575	Hospital	MA	501(c)(3)	Line 3	Baystate Health Inc		No
(4)Baystate Mary Lane Hospital Corporation 85 South Street Ware,MA01082 04-2103584	Hospital	MA	501(c)(3)	Line 3	Baystate Health Inc		No
(5)Visiting Nurse Assn and Hospice of Wester New England Inc 50 Maple Street Springfield,MA01199 04-2105803	Homehealth and Hospice care	MA	501(c)(3)	Line 9	Baystate Health Inc		No
(6)Baystate Health Foundation Inc 759 Chestnut Street Springfield,MA01199 04-3549011	Fundraising	MA	501(c)(3)	Line 7	Baystate Health Inc		No
(7)Baystate Administrative Services Inc 759 Chestnut Street Springfield,MA01199 22-2747685	Administrative services	MA	501(c)(3)	11c, IIIc	Baystate Health Inc		No
(8)Baystate Total Home Care Inc 50 Maple Street Springfield,MA01199 20-3260764	Real Estate and Other	MA	501(c)(3)	11b, II	Baystate Health Inc		No
(9)Baystate Wing Hospital Corporation 40 Wright Street Palmer,MA01069 22-2519813	Hospital	MA	501(c)(3)	Line 3	Baystate Health Inc		No
(10)Health New England of Connecticut Inc One Monarch Place Suite 1500 Springfield,MA01104 45-5190134	HMO	CT	501(c)(4)	501(c)(4)	Health New England Inc		No
(11)Baystate Noble Hospital Corporation 115 West Silver Street Westfield,MA01085 22-2537423	Hospital	MA	501(c)(3)	Line 3	Baystate Health Inc		No
(12)Noble Visiting Nurse and hospice Services Inc 77 Mill Street No 207 Westfield,MA01085 22-2757446	Home care services	MA	501(c)(3)	Line 9	Baystate Noble Hospital Corporation		No
(13)Westfield Medical Corporation 115 West Silver Street Westfield,MA01085 04-3127730	Physician Medical Services	MA	501(c)(3)	Line 11a, I	Baystate Noble Hospital Corporation		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2015

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	(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?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	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?
(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		Yes	No
(1) Ingraham Corporation 759 Chestnut Street Springfield,MA01199 04-3016257	Health care and other business activities	MA	N/A	C					No
(2) Baystate Health System Ambulance Inc 759 Chestnut Street Springfield,MA01199 04-3018550	Ambulance Svs	MA	Ingraham Corporation	C					No
(3) Health New England Insurance Services Inc One Monarch Place Suite 1500 Springfield,MA011441500 04-3183019	Collection of services for ancillary services	MA	HNE Holding Corporation	C			100.000 %	Yes
(4) HNE Advisory Services One Monarch Place Suite 1500 Springfield,MA011441500 04-3012347	Administrative Services	MA	HNE Holding Corporation	C			100.000 %	Yes
(5) HNE Holding Corporation One Monarch Place Suite 1500 Springfield,MA011441500 46-4620480	Holding Company	MA	Health New England Inc	C		4,901,375	100.000 %	Yes
(6) Baystate Health System Health Insurance Company Ltd North Church Street Georgetown CJ 98-0421413	Offshore Captive Insurance	CJ	N/A						No
(7) HNE Insurance Company Inc One Monarch Place Suite 1500 Springfield,MA011441500 45-4462433	Provide Health Care for MA Medicare Supplement members	MA	HNE Holding Corporation	C					No

Schedule R (Form 990) 2015

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

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 .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

o Sharing of paid employees with related organization(s) ............................

p Reimbursement paid to related organization(s) for expenses ............................

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

Yes

s Other transfer of cash or property from related organization(s) ............................

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) HNE Advisory Services Inc	L	9,656,797	Ledger Activity
(2) HNE Advisory Services Inc	Q	10,000,000	Ledger Activity
(3) Health New England of Connecticut Inc	L	252,476	Ledger Activity
(4) Health New England of Connecticut Inc	Q	206,828	Ledger Activity
(5) Health New England of Connecticut Inc	R	1,156,210	Ledger Activity

Schedule R (Form 990) 2015

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)	(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?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2015

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