TY 2019 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.

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

A For the 2019 calendar year, or tax year beginning 01-01-2019 , and ending 12-31-2019

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

CName of organization
Health Partners Plans Inc

% KEVIN CLANCY

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
901 Market Street Suite 500

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
Philadelphia, PA19107

D Employer identification number

23-2379751

E Telephone number

G Gross receipts $ 1,853,884,415

F Name and address of principal officer:
DENISE M NAPIER
901 Market Street Suite 500
Philadelphia,PA19107

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

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

Website:

www.healthpartnersplans.com

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: 1987

M State of legal domicile: PA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Health Partners is a licensed health maintenance organization (HMO) committed to building a healthier community in Southeastern Pennsylvania.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	7
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	7
5	Total number of individuals employed in calendar year 2019 (Part V, line 2a) ......	5	1,109
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 39 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	1,960,788,256	1,779,683,984
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	7,230,825	10,497,592
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)	1,968,019,081	1,790,181,576
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	25,000	2,500
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	120,620,558	116,626,351
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)....	1,815,627,309	1,684,845,318
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,936,272,867	1,801,474,169
19	Revenue less expenses. Subtract line 18 from line 12.......	31,746,214	-11,292,593
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	569,673,685	681,218,101
21	Total liabilities (Part X, line 26).............	409,247,295	482,473,206
22	Net assets or fund balances. Subtract line 21 from line 20.....	160,426,390	198,744,895

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 (2019)

Form 990 (2019)

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 O.

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 $ 1,182,586,276 including grants of $ 2,500 ) (Revenue $ 1,496,391,719 )
	The Company provides for the provision of physical and certain behavioral health (only behavioral related pharmaceutical coverage) Medical Assistance (MA) Program (HealthChoices Medicaid Program) benefits to enrolled MA recipients residing in the South East Zone (Philadelphia and four surrounding counties Bucks, Chester, Delaware, and Montgomery) (Service area) pursuant to an agreement with the Department of Human Services of the Commonwealth of Pennsylvania (DHS). In addition, the Company is responsible for covering all mandated behavioral health pharmaceuticals to members enrolled as prescribed. As of December 31, 2019, there were approximately 227,000 members, enrolled with Health Partners under the HealthChoices Program.

4b	(Code: ) (Expenses $ 227,734,318 including grants of $ ) (Revenue $ 259,400,684 )
	The Company provides comprehensive (physical and behavioral) health insurance through its Medicare Advantage program and products through a contract with the Centers for Medicare and Medicaid Services (CMS). The Companys program, Health Partners Medicare, which commenced in 2014, provides for the provision of physical and behavioral health primarily to adults 65 and older. The Company offers several products and program benefits to enrolled Medicare members residing in Philadelphia and surrounding counties Bucks, Chester, Delaware, Lancaster, Lehigh, Northampton and Montgomery pursuant to its agreement with CMS. As of December 31, 2019 there were approximately 15,900 members enrolled with Health Partners Medicare program.

4c	(Code: ) (Expenses $ 19,096,151 including grants of $ ) (Revenue $ 23,891,582 )
	The Company also provides comprehensive (physical and behavioral) health insurance through the Commonwealth of Pennsylvanias Childrens Health Insurance Program (CHIP). The Companys CHIP program, KidzPartners, provides for the provision of physical and behavioral health to uninsured children and teens up to age 19 that are eligible through CHIP. The Company provides program benefits to enrolled CHIP recipients residing in Philadelphia, Bucks, Chester, Delaware, and Montgomery counties pursuant to an agreement with DHS. As of December 31, 2019, there were approximately 10,900 members enrolled with Health Partners under the CHIP Program.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses1,429,416,745

Form 990 (2019)

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 Click to see attachment

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

Yes

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 Click to see attachment

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

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

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

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

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.....

Form 990 (2019)

Page 4

Part IV

Checklist of Required Schedules (continued)

Yes

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 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........

Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) 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, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................

28a

A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....

28b

A 35% controlled entity of one or more individuals and/or organizations described in lines 28a or 28b? 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

Yes

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

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 ..

864

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

Form 990 (2019)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance (continued)

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

1,109

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? ........

Sponsoring organizations maintaining donor advised funds.

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

Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see instructions and file Form 4720, Schedule N.

Yes

Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.

Form 990 (2019)

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

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

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-A 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

KEVIN CLANCY901 MARKET STREET SUITE 500 PHILADELPHIA,PA19107 (267) 831-5385

Form 990 (2019)

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.

See instructions for the order in which to list the persons above.

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)					(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) WILLIAM S GEORGE...................................................................... President & CEO (END 5/19)	40.0 ................. 0.0	X				1,964,857	0	169,198
(2) Barry Volin...................................................................... EVP Clinical & Provider Mgmt	40.0 ................. 0.0	X				798,072	0	99,835
(3) Denise M Napier RN...................................................................... President & CEO (Beg 6/19)	40.0 ................. 0.0	X				741,554	0	113,256
(4) C Eric Huss End 919...................................................................... EVP Finance & CFO	40.0 ................. 0.0	X				566,251	0	78,740
(5) STEPHEN SCHLAGER...................................................................... SVP& General Manager Cntrl PA	40.0 ................. 0.0			X		555,395	0	61,919
(6) JOSEPH T BRAND...................................................................... SVP, Information Systems & CIO	40.0 ................. 0.0		X			503,437	0	72,852
(7) THOMAS M MONTANARO E...................................................................... SVP STRATEGY, TALENT MGMT	40.0 ................. 0.0		X			483,229	0	58,196
(8) CAROL POTTS...................................................................... SVP Healthcare Data Analytics	40.0 ................. 0.0			X		425,363	0	75,417
(9) MICHELLE DAVIDSON...................................................................... SVP Communication & Marketing	35.0 ................. 5.0			X		417,570	0	77,597
(10) Howard Lu MD...................................................................... VP Chief Clinical Officer	40.0 ................. 0.0		X			436,958	0	50,588
(11) Beverly Collins...................................................................... VP & Chief Quality Officer	40.0 ................. 0.0		X			409,629	0	60,685
(12) MARGARET CAROCCIA...................................................................... Former SVP Operations	40.0 ................. 0.0				X	460,892	0	4,317
(13) JOHNNA W BAKER ESQUI...................................................................... Chief Legal Officer	39.0 ................. 1.0			X		372,213	0	70,601
(14) JENNY FONG...................................................................... SVP Operations	40.0 ................. 0.0		X			363,265	0	75,317
(15) Merleen Harris-William...................................................................... Senior Medical Director	40.0 ................. 0.0			X		345,435	0	79,445
(16) EJ Hynek Jr...................................................................... Interim CFO (BEG 9/19)	40.0 ................. 0.0	X				355,377	0	60,566
(17) VICKI L SESSOMS...................................................................... Former SVP Resource Mgmt & Com	0.0 ................. 0.0				X	320,220	0	0

Form 990 (2019)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W-2/1099-MISC)	(E) Reportable compensation from related organizations (W-2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) RAMESH J VANGALA........................................................................ VP MEDICAID PHARMACY SERVICES	40.0 .......................0.0			X	240,740	0	38,252
(19) JOHN J SEHI........................................................................ Former SVP Finance	0.0 .......................0.0			X	143,648	0	0
(20) Loree D Jones........................................................................ Vice Chair	4.0 .......................0.0	X	X		24,750	0	0
(21) Clarence Armbrister........................................................................ DIRECTOR	4.0 .......................0.0	X			17,463	0	0
(22) Cynthia Figueroa........................................................................ Director	4.0 .......................0.0	X			12,600	0	0
(23) Michael Walsh........................................................................ Treasurer/Director	4.0 .......................0.0	X			0	0	0
(24) Barry R Freedman........................................................................ Chair	4.0 .......................0.0	X	X		0	0	0
(25) Herbert White........................................................................ Director	4.0 .......................0.0	X			0	0	0
(26) Larry Kaiser MD........................................................................ Director	4.0 .......................0.0	X			0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	9,958,918	0	1,246,781

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

219

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

Yes

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
UST GLOBAL INC, PO Box 31001-1967 PASADENA,CA911101967	System Development	3,361,949
CHANGE HEALTHCARE SOLUTIONS LLC, PO BOX 572490 MURRAY,UT841572490	Claims Clearinghouse	3,247,667
HEATH MANAGEMENT SYS INC, PO BOX 27151 NEW YORK,NY10087	CLAIMS RECOVERIES	2,963,610
RITTER INSURANCE MARKETING LLC, 2600 COMMERCE DRIVE HARRISBURG,PA17110	INSURANCE BROKER	2,485,239
OUTCOMES INCORPORATED, 29655 NETWORK PLACE CHICAGO,IL606731296	CARE MANAGEMENT	1,788,473
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 62

Form 990 (2019)

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:$		1g

h Total. Add lines 1a-1f.......		0

		Business Code
2a	MEDICAID	524114	1,308,693,780	1,308,693,780
b	MEDICARE	524114	259,400,684	259,400,684
c	CHIP	524114	21,317,403	21,317,403
d	MEDICAID & CHIP PREMIUM NON-RISK	524114	190,272,117	190,272,117
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		1,779,683,984

3 Investment income (including dividends, interest, and othersimilar amounts) ......			9,592,609			9,592,609
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents			6a
b	Less: rental expenses			6b
c	Rental income or (loss)	0	0	6c
d	Net rental income or (loss).......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		64,607,822	7a
b	Less: cost or other basis and sales expenses		63,702,839	7b
c	Gain or (loss)		904,983	7c
d	Net gain or (loss).........			904,983			904,983
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See instructions.....			1,790,181,576	1,779,683,984	0	10,497,592

Form 990 (2019)

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 ....	2,500	2,500
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	7,516,678		7,516,678
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	143,648		143,648
7	Other salaries and wages........	87,198,178		87,198,178
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	5,673,232		5,673,232
9	Other employee benefits .......	8,935,175		8,935,175
10	Payroll taxes ...........	7,159,440		7,159,440
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,564,553		1,564,553
c	Accounting ...........	840,011		840,011
d	Lobbying ...........	68,952		68,952
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	181,641		181,641
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	16,321,921		16,321,921
12	Advertising and promotion ....	2,154,411		2,154,411
13	Office expenses .......	6,151,720		6,151,720
14	Information technology ......	11,831,120		11,831,120
15	Royalties ..	0
16	Occupancy ...........	6,435,715		6,435,715
17	Travel ............	172,326		172,326
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	224,662		224,662
20	Interest ...........	810,071		810,071
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	4,341,180		4,341,180
23	Insurance ...	1,125,205		1,125,205
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	MEDICAL SERVICES	1,429,414,245	1,429,414,245
b	DHS PASS THROUGHS	190,272,117		190,272,117
c	REINSURANCE PREMIUMS	4,544,200		4,544,200
d	MEDICARE SELLING EXPENSE	2,489,147		2,489,147
e	All other expenses	5,902,121		5,902,121
25	Total functional expenses. Add lines 1 through 24e	1,801,474,169	1,429,416,745	372,057,424	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 (2019)

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 ........			1,983	1	3,076
2	Savings and temporary cash investments .........			283,893,173	2	377,850,818
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			153,514,517	4	153,067,670
5	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				0	6	0
7	Notes and loans receivable, net ...........			0	7	0
8	Inventories for sale or use ............			0	8	0
9	Prepaid expenses and deferred charges ......			2,600,605	9	9,182,379
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	83,531,331
b	Less: accumulated depreciation	10b	48,201,986	24,718,320	10c	35,329,345
11	Investments—publicly traded securities .			104,945,087	11	105,784,813
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			0	15	0
16	Total assets. Add lines 1 through 15 (must equal line 33)...			569,673,685	16	681,218,101

17	Accounts payable and accrued expenses .....	362,994,392	17	402,400,007
18	Grants payable ...	0	18	0
19	Deferred revenue .........	600,753	19	1,336,354
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	45,652,150	25	78,736,845
26	Total liabilities. Add lines 17 through 25..	409,247,295	26	482,473,206

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........		27
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....	0	29	0
30	Paid-in or capital surplus, or land, building or equipment fund ...	8,591,883	30	8,591,883
31	Retained earnings, endowment, accumulated income, or other funds	151,834,507	31	190,153,012
32	Total net assets or fund balances ...........	160,426,390	32	198,744,895
33	Total liabilities and net assets/fund balances ........	569,673,685	33	681,218,101

Form 990 (2019)

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) ............

1,790,181,576

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

1,801,474,169

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

-11,292,593

Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..

160,426,390

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

2,716,735

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

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

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

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

46,894,363

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))

198,744,895

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
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?

Yes

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.

Yes

Form 990 (2019)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Health Partners Plans Inc

Employer identification number

23-2379751

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities (see instructions) ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

$ 64,001

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

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

$ 64,001

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
(1) Health Partners Plans PAC	901 Market Street STE Philadelphi,PA19107	23-2860714	64,001	0
2
3
4
5
6

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2019

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................
d	Other exempt purpose expenditures ...............................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2016	(b) 2017	(c) 2018	(d) 2019	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2019

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Total. Add lines 1c through 1i ....................................................................................................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures (see instructions) .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
See Page 4	SCHEDULE C, PART I-C, LINE 5 HEALTH PARTNERS PLANS, INC. EMPLOYEES MADE CONTRIBUTIONS TO THE PAC. HEALTH PARTNERS PLANS, INC. PROVIDED A NOMINAL EMPLOYEE BENEFIT TO EMPLOYEES THAT MADE CONTRIBUTIONS TO THE PAC DURING 2019. THE TOTAL AMOUNT OF 2019 EMPLOYEE CONTRIBUTIONS HAVE BEEN CONSIDERED TO BE SECTION 527 EXEMPT FUNCTION EXPENDITURES.

Schedule C (Form 990 or 990EZ) 2019

Additional Data

Software ID:
Software Version:

- 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.
SchDMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Health Partners Plans Inc

Employer identification number

23-2379751

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 7/25/06, 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 FASB 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 FASB 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 FASB 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) 2019

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

Term 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	7,582,964	3,806,246	3,776,718
d	Equipment ....	5,033,204	2,947,160	2,086,044
e	Other .....	70,915,163	41,448,580	29,466,583
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				35,329,345

Schedule D (Form 990) 2019

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........
(3)Other
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
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

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

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	0
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	78,736,845
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) 2019

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	1,834,772,748
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	2,716,735
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d	46,895,000
e	Add lines 2a through 2d .....................			2e	49,611,735
3	Subtract line 2e from line 1..................			3	1,785,161,013
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	476,363
b	Other (Describe in Part XIII.) ...........	4b	4,544,200
c	Add lines 4a and 4b....................			4c	5,020,563
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	1,790,181,576

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	1,796,453,606
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d....................			2e
3	Subtract line 2e from line 1...................			3	1,796,453,606
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	476,363
b	Other (Describe in Part XIII.) ............	4b	4,544,200
c	Add lines 4a and 4b.....................			4c	5,020,563
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	1,801,474,169

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, Part XI, Line 4b	RISK CORRIDOR $ 0 REINSURANCE EXPENSE $ 4,544,200 INVESTMENT MANAGEMENT FEES $ 181,640 OTHER FEES AND INTEREST EXPENSE $ 294,723 ----------- TOTAL $ 5,020,563
Schedule D, Part XII, Line 4b	RISK CORRIDOR $ 0 REINSURANCE EXPENSE $ 4,544,200 INVESTMENT MANAGEMENT FEES $ 181,640 OTHER FEES AND INTEREST EXPENSE $ 294,723 ----------- TOTAL $ 5,020,563

Schedule D (Form 990) 2019

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Health Partners Plans Inc

Employer identification number

23-2379751

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 on 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 on 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? .............

Yes

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 nonfixed
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) 2019

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)
1JOHNNA W BAKER ESQUIRE Chief Legal Officer	(i) (ii)	282,699 ------------- 0	88,410 ------------- 0	1,104 ------------- 0	37,878 ------------- 0	32,723 ------------- 0	442,814 ------------- 0	0 ------------- 0
2JOSEPH T BRAND SVP, Information Systems & CIO	(i) (ii)	334,748 ------------- 0	166,486 ------------- 0	2,203 ------------- 0	65,078 ------------- 0	7,774 ------------- 0	576,289 ------------- 0	0 ------------- 0
3WILLIAM S GEORGE President & CEO (END 5/19)	(i) (ii)	800,913 ------------- 0	1,093,942 ------------- 0	70,002 ------------- 0	146,907 ------------- 0	22,291 ------------- 0	2,134,055 ------------- 0	56,017 ------------- 0
4THOMAS M MONTANARO END 619 SVP STRATEGY, TALENT MGMT	(i) (ii)	223,511 ------------- 0	116,498 ------------- 0	143,220 ------------- 0	40,422 ------------- 0	17,774 ------------- 0	541,425 ------------- 0	0 ------------- 0
5JOHN J SEHI Former SVP Finance	(i) (ii)	0 ------------- 0	79,685 ------------- 0	63,963 ------------- 0	0 ------------- 0	0 ------------- 0	143,648 ------------- 0	59,689 ------------- 0
6VICKI L SESSOMS Former SVP Resource Mgmt & Com	(i) (ii)	0 ------------- 0	69,010 ------------- 0	251,210 ------------- 0	0 ------------- 0	0 ------------- 0	320,220 ------------- 0	142,366 ------------- 0
7CAROL POTTS SVP Healthcare Data Analytics	(i) (ii)	305,186 ------------- 0	116,813 ------------- 0	3,364 ------------- 0	58,949 ------------- 0	16,468 ------------- 0	500,780 ------------- 0	0 ------------- 0
8C Eric Huss End 919 EVP Finance & CFO	(i) (ii)	346,332 ------------- 0	218,190 ------------- 0	1,729 ------------- 0	65,015 ------------- 0	13,725 ------------- 0	644,991 ------------- 0	0 ------------- 0
9Beverly Collins VP & Chief Quality Officer	(i) (ii)	310,756 ------------- 0	95,705 ------------- 0	3,168 ------------- 0	47,400 ------------- 0	13,285 ------------- 0	470,314 ------------- 0	0 ------------- 0
10Howard Lu MD VP Chief Clinical Officer	(i) (ii)	333,958 ------------- 0	102,202 ------------- 0	798 ------------- 0	39,194 ------------- 0	11,394 ------------- 0	487,546 ------------- 0	0 ------------- 0
11MICHELLE DAVIDSON SVP Communication & Marketing	(i) (ii)	298,869 ------------- 0	116,498 ------------- 0	2,203 ------------- 0	58,929 ------------- 0	18,668 ------------- 0	495,167 ------------- 0	0 ------------- 0
12JENNY FONG SVP Operations	(i) (ii)	300,550 ------------- 0	61,950 ------------- 0	765 ------------- 0	45,607 ------------- 0	29,710 ------------- 0	438,582 ------------- 0	0 ------------- 0
13STEPHEN SCHLAGER SVP& General Manager Cntrl PA	(i) (ii)	245,683 ------------- 0	160,914 ------------- 0	148,798 ------------- 0	44,006 ------------- 0	17,913 ------------- 0	617,314 ------------- 0	0 ------------- 0
14MARGARET CAROCCIA Former SVP Operations	(i) (ii)	28,481 ------------- 0	125,698 ------------- 0	306,713 ------------- 0	4,038 ------------- 0	279 ------------- 0	465,209 ------------- 0	6,898 ------------- 0
15Barry Volin EVP Clinical & Provider Mgmt	(i) (ii)	521,101 ------------- 0	270,113 ------------- 0	6,858 ------------- 0	70,398 ------------- 0	29,437 ------------- 0	897,907 ------------- 0	0 ------------- 0
16Denise M Napier RN President & CEO (Beg 6/19)	(i) (ii)	507,570 ------------- 0	230,420 ------------- 0	3,564 ------------- 0	73,185 ------------- 0	40,071 ------------- 0	854,810 ------------- 0	0 ------------- 0
17EJ Hynek Jr Interim CFO (BEG 9/19)	(i) (ii)	323,743 ------------- 0	30,450 ------------- 0	1,184 ------------- 0	47,188 ------------- 0	13,378 ------------- 0	415,943 ------------- 0	0 ------------- 0
18Merleen Harris-Williams Senior Medical Director	(i) (ii)	281,865 ------------- 0	60,402 ------------- 0	3,168 ------------- 0	46,210 ------------- 0	33,235 ------------- 0	424,880 ------------- 0	0 ------------- 0
19RAMESH J VANGALA VP MEDICAID PHARMACY SERVICES	(i) (ii)	199,124 ------------- 0	40,983 ------------- 0	633 ------------- 0	35,189 ------------- 0	3,063 ------------- 0	278,992 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2019

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
Schedule J, Part I, Line 4A	SEVERANCE PAYMENTS ARE INCLUDED IN SCHEDULE J, COLUMN B (III) NAME, TITLE, AMOUNT STEPHEN J. SCHLAGER, SVP & GENERAL MANAGER, CENTRAL PA $148,177 THOMAS M. MONTANARO, SVP STRATEGY & TALENT MGMT $140,238 MARGARET R. CAROCCIA, SVP OPERATIONS $299,280 SCHEDULE J, PART I, LINE 4B 457(F) PAYMENTS WILLIAM S. GEORGE, PRESIDENT & CEO, RECEIVED A DISTRIBUTION OF $57,180 FROM THE 457(F) PLAN WHICH IS INCLUDED IN SCHEDULE J, COLUMN B (III).
SCHEDULE J, PART I, LINE 7	ANNUALLY, AT THE END OF EACH CALENDAR YEAR, MANAGEMENT PROPOSES BONUS INCENTIVES TO THE COMPENSATION COMMITTEE FOR THE UPCOMING YEAR. THE INCENTIVES PROPOSED ARE DISCUSSED AND FINALIZED BY THE COMMITTEE. AT THE END OF THE YEAR, THE INTERNAL AUDIT DEPARTMENT VALIDATES THE RESULTS. THE COMMITTEE THEN REVIEWS PERFORMANCE AGAINST THOSE TARGETS AND APPROVES INCENTIVE COMPENSATION PAYMENTS FOR THE RECIPIENTS.

Return Reference

Explanation

Schedule J, Part I, Line 4A

SEVERANCE PAYMENTS ARE INCLUDED IN SCHEDULE J, COLUMN B (III) NAME, TITLE, AMOUNT STEPHEN J. SCHLAGER, SVP & GENERAL MANAGER, CENTRAL PA $148,177 THOMAS M. MONTANARO, SVP STRATEGY & TALENT MGMT $140,238 MARGARET R. CAROCCIA, SVP OPERATIONS $299,280 SCHEDULE J, PART I, LINE 4B 457(F) PAYMENTS WILLIAM S. GEORGE, PRESIDENT & CEO, RECEIVED A DISTRIBUTION OF $57,180 FROM THE 457(F) PLAN WHICH IS INCLUDED IN SCHEDULE J, COLUMN B (III).

SCHEDULE J, PART I, LINE 7

ANNUALLY, AT THE END OF EACH CALENDAR YEAR, MANAGEMENT PROPOSES BONUS INCENTIVES TO THE COMPENSATION COMMITTEE FOR THE UPCOMING YEAR. THE INCENTIVES PROPOSED ARE DISCUSSED AND FINALIZED BY THE COMMITTEE. AT THE END OF THE YEAR, THE INTERNAL AUDIT DEPARTMENT VALIDATES THE RESULTS. THE COMMITTEE THEN REVIEWS PERFORMANCE AGAINST THOSE TARGETS AND APPROVES INCENTIVE COMPENSATION PAYMENTS FOR THE RECIPIENTS.

Schedule J (Form 990) 2019

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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2019

Open to Public
Inspection

Name of the organization

Health Partners Plans Inc

Employer identification number

23-2379751

Return Reference	Explanation
Form 990, Part III, Line 1	HEALTH PARTNERS PLANS (HPP) IS A LICENSED HEALTH MAINTENANCE ORGANIZATION COMMITTED TO BUILDING HEALTHIER COMMUNITIES. OUR MISSION IS TO: MANAGE OUR BUSINESS TO EXCEED EXPECTATIONS OPERATE WITH RESPECT AND DIGNITY IN ALL RELATIONSHIPS CONTINUALLY IMPROVE THE HEALTH OUTCOMES OF OUR MEMBERS SINCE ITS FOUNDING IN 1987, HPP HAS BEEN IMPROVING QUALITY AND ACCESS TO CARE FOR RESIDENTS OF PENNSYLVANIA. WE OFFER THREE HIGH-QUALITY PLANS: 1. HEALTH PARTNERS (MEDICAID) SERVES PENNSYLVANIANS WITH LOW OR NO INCOME. NATIONALLY RECOGNIZED FOR ITS INNOVATIONS IN MANAGED CARE, HEALTH PARTNERS WAS RATED ONE OF THE TOP MEDICAID PLANS IN PENNSYLVANIA AND THE COUNTRY, RECEIVING AN OVERALL RATING OF 4.5 OUT OF 5, AS OF SEPTEMBER 20, 2019, ACCORDING TO THE NATIONAL COMMITTEE FOR QUALITY ASSURANCES (NCQA) MEDICAID HEALTH INSURANCE PLAN RATINGS 2019-2020. HEALTH PARTNERS WAS ALSO RATED AS ONE OF THE TOP PLANS FOR PREVENTION IN PENNSYLVANIA, EARNING 4.5 OUT OF 5. THIS MEASURE IS BASED ON HOW WELL PLANS PROVIDE SCREENINGS, IMMUNIZATIONS AND OTHER PREVENTIVE SERVICES. HEALTH PARTNERS CURRENTLY SERVES MORE THAN 227,000 MEDICAL ASSISTANCE (MEDICAID) MEMBERS THROUGHOUT SOUTHEASTERN PENNSYLVANIA. MORE THAN HALF OF THOSE MEMBERS ARE CHILDREN AND ADOLESCENTS. 2. KIDZPARTNERS, OUR CHILDREN'S HEALTH INSURANCE PROGRAM (CHIP) PLAN, PROVIDES COVERAGE FOR CHILDREN UP TO AGE 19 WHO ARE UNINSURED AND NOT ELIGIBLE FOR MEDICAL ASSISTANCE (MEDICAID). KIDZPARTNERS PROVIDES ACCESS TO QUALITY HEALTH CARE TO MORE THAN 10,000 CHILDREN AND TEENS. 3. HEALTH PARTNERS MEDICARE SERVES MORE THAN 15,000 MEMBERS. HEALTH PARTNERS MEDICARE IS AVAILABLE IN 8 PENNSYLVANIA COUNTIES WITH ALL ORIGINAL MEDICARE BENEFITS AND MORE. WE OFFER MEDICARE ADVANTAGE PLANS TO MEET MEMBERS' COST AND COVERAGE NEEDS, INCLUDING PRESCRIPTION DRUG COVERAGE AND A HOST OF OTHER BENEFITS. WE ALSO OFFER A PLAN SPECIFICALLY FOR PEOPLE WITH BOTH MEDICAID AND MEDICARE. HEALTH PARTNERS PLANS IS A LOCAL NOT-FOR-PROFIT MANAGED CARE ORGANIZATION THAT IS COMMITTED TO IMPROVING HEALTH OUTCOMES FOR NEARLY 250,000 PENNSYLVANIANS. DEEPLY ENGAGED IN OUR COMMUNITIES, WE ALSO PROVIDE A VARIETY OF HEALTH AND WELLNESS RESOURCES. WE WERE THE FIRST PLAN IN THE COUNTRY TO BE AWARDED AND ARE NOW A FIVE-TIME RECIPIENT OF THE NATIONAL COMMITTEE ON QUALITY ASSURANCE'S (NCQA'S) MULTICULTURAL HEALTH CARE DISTINCTION DESIGNATION. WE HAVE RECEIVED THE AMERICAN DIABETES ASSOCIATION (ADA) HEALTH CHAMPION DESIGNATION, THE MODERN HEALTHCARE BEST PLACES TO WORK IN HEALTHCARE DISTINCTION AND NUMEROUS COMMUNICATIONS AWARDS FOR MEMBER MATERIALS AND PROGRAMS. HPP HAS GARNERED NATIONAL ATTENTION FOR INNOVATIONS IN MANAGED CARE, INCLUDING OUR GROUNDBREAKING PARTNERSHIP WITH THE METROPOLITAN AREA NEIGHBORHOOD NUTRITION ALLIANCE (MANNA). MANNA IS A NONPROFIT ORGANIZATION THAT DESIGNS, PREPARES AND DELIVERS NUTRITIOUS, MEDICALLY APPROPRIATE MEALS TO PEOPLE BATTLING LIFE-THREATENING ILLNESSES. MANNA IS THE FIRST AGENCY TO PUBLISH PEER-REVIEWED RESEARCH ON THE IMPACT OF MEDICALLY TAILORED MEALS ON HEALTH CARE COSTS. THE PARTNERSHIP PROVIDES MANNA'S MEDICALLY TAILORED MEALS TO HPP'S MOST CHRONICALLY ILL MEDICAID AND MEDICARE MEMBERS. THEY RECEIVE THREE MEALS A DAY, SEVEN DAYS A WEEK FOR SEVERAL CYCLES AT NO COST TO THEM. HPP WAS THE FIRST HEALTH PLAN TO SUPPORT THIS ENDEAVOR IN PENNSYLVANIA AND IS AMONG A SMALL NUMBER OF MANAGED CARE ORGANIZATIONS IN THE NATION TO IMPLEMENT IT ON A LARGE SCALE. HPP PRESENTED THIS GROUNDBREAKING PARTNERSHIP AT HARVARD AND TULANE UNIVERSITIES, AND ALSO AT CONGRESS FOOD IS MEDICINE WORKING GROUP OF THE HOUSE HUNGER CAUCUS IN WASHINGTON, D.C. AS AN ESTABLISHED LEADER IN ADDRESSING SOCIAL DETERMINANTS OF HEALTH, HPP ALSO COLLABORATED WITH BROAD STREET MINISTRY AND PHILADELPHIA FIGHT COMMUNITY HEALTH CENTERS TO IMPROVE ACCESS TO QUALITY HEALTH CARE FOR INDIVIDUALS BATTLING HOMELESSNESS AND CHRONIC HEALTH CONDITIONS. WE ALSO RECEIVED AN MHPA BEST PRACTICES AWARD FOR OUR ORAL HEALTH INITIATIVE. THROUGH THE PROGRAM, MEMBERS RECEIVE PHYSICAL WELL-CARE AND DENTAL PREVENTION EXAMS ON THE SAME DAY, AT THE SAME PLACE. OUR OUTREACH EFFORTS INCLUDE BRINGING HEALTH AWARENESS DIRECTLY TO OUR MEMBERS AND THE GENERAL PUBLIC BY HOSTING HEALTH SCREENINGS AND EDUCATIONAL EVENTS THROUGHOUT SOUTHEASTERN PENNSYLVANIA. WE ALSO OFFER A 24-HOUR, SEVEN-DAY-A-WEEK MEMBER SERVICES PHONE LINE, AS WELL AS ON-DEMAND PHONE AND VIDEO CONSULTATIONS WITH BOARD-CERTIFIED DOCTORS. WE ARE A CATALYST TO IMPROVING THE OVERALL HEALTH OF MEMBERS AND THE COMMUNITY. WE CREATE THESE IMPACTS THROUGH A VARIETY OF HEALTH EDUCATION, FITNESS AND AFTER-SCHOOL PROGRAMS, AS WELL AS WORKSHOPS, HEALTH SCREENINGS AND SPONSORSHIPS OF YOUTH ENRICHMENT PROGRAMS AND NON-PROFIT ORGANIZATIONS. OUR COMMUNITY-SUPPORT ACTIVITIES INCLUDE: SPONSORING SOCIAL ACTIVITIES FOR SENIORS TO ENCOURAGE SOCIAL INTERACTION AND PHYSICAL ACTIVITY * PROVIDING COMMUNITY-BASED HEALTH EDUCATION AND TRAINING ON TOPICS SUCH AS HEART DISEASE, ASTHMA, DIABETES AND OTHER CHRONIC CONDITIONS * LENDING OUR EXPERTISE TO NUMEROUS COMMUNITY ADVISORY BOARDS FOR LOCAL NON-PROFITS WITH A FOCUS ON HEALTH ISSUES, COMMUNITY CONNECTIVITY AND BEST PRACTICES IN BUSINESS AND HUMAN SERVICES * STRENGTHENING FAMILIES THROUGH PARENTING SUPPORT INITIATIVES, SUPPORTING NEW MOTHERS AND VARIOUS FATHERHOOD INITIATIVES AS AN EMPLOYER, WE MAINTAIN A SUPPORTIVE, MULTICULTURAL ENVIRONMENT AND A STRONG SENSE OF OUR MISSION. WE REMAIN COMMITTED TO WORKING WITH NUMEROUS MINORITY- AND WOMEN-OWNED VENDORS IN OUR AREA.
Form 990, Part VI, Line 6 & 7	THE HEALTH PARTNERS PLANS BOARD CONSISTS OF ONE CLASS OF SEVEN MEMBERS. THESE MEMBERS ARE COMPRISED OF FOUR HEALTHCARE PROVIDERS AND THREE COMMUNITY AT-LARGE MEMBERS. MEMBERS APPROVE ADMITTING NEW MEMBERS, AND, UNANIMOUS APPROVAL IS REQUIRED.
Form 990, Part VI, Line 11b	PROCESS USED TO REVIEW FORM 990 AN INITIAL REVIEW IS PERFORMED BY AN INDEPENDENT ACCOUNTING FIRM, KPMG, WHICH PROVIDES TECHNICAL GUIDANCE AND FILING EXPERTISE. THE GOVERNING BODY OF HPP, THE BOARD OF DIRECTORS, HAS A COMMITTEE (AUDIT COMMITTEE) THAT REVIEWS THE FORM 990. THE DRAFT FORM 990 WAS SENT TO THE AUDIT COMMITTEE SHORTLY BEFORE ISSUANCE FOR THEIR REVIEW AND COMMENTS. THE FORM IS SUBMITTED TO THE BOARD OF DIRECTORS, IMMEDIATELY PRIOR TO SUBMITTING THE RETURN TO THE IRS.
Form 990, Part VI, Section B, Line 12C	MONITORING OF THE CONFLICT OF INTEREST POLICY ALL HEALTH PARTNERS PLANS (HPP) EMPLOYEES ARE REQUIRED TO COMPLETE ON AN ANNUAL BASIS, A STATEMENT OF CONFLICT OF INTEREST CERTIFICATION. IT IS PART OF A MANDATORY, ONLINE TRAINING PROGRAM FOR EMPLOYEES. AT THE CONCLUSION OF THE TRAINING, THE EMPLOYEE CERTIFIES TO HAVING READ AND UNDERSTOOD THE CONFLICTS OF INTEREST POLICY. EMPLOYEES ARE ALSO REQUIRED TO LIST ANY CONFLICTS, DISCLOSURES AND/OR POTENTIAL CONFLICTS THAT MAY BE PRESENT WITH ANY INDIVIDUALS, ORGANIZATIONS OR ENTITIES, WITH THE INTERESTS OR BUSINESS OF HEALTH PARTNERS PLANS, INC., AND/OR ITS EMPLOYEES AND/OR BOARD, AND/OR MAY INTERFERE WITH THE EMPLOYEES ABILITY TO FULLY AND PROPERLY PERFORM THEIR JOB RESPONSIBILITIES. POTENTIAL CONFLICTS ARE REPORTED BY THE EMPLOYEE TO HUMAN RESOURCES; AND, PER THE TRAINING AND HPPS PROCESS, THE SIGNED DOCUMENTS ARE REVIEWED BY HUMAN RESOURCES DEPARTMENT AND ANY DISCLOSURES, CONFLICTS AND/OR POTENTIAL CONFLICTS ARE BROUGHT BY HUMAN RESOURCES TO HPPS CHIEF LEGAL OFFICER, HEAD OF THE LEGAL AFFAIRS & RISK DIVISION ("CLO"). THE CLO CONDUCTS A LEGAL REVIEW OF THE DOCUMENTATION AND IF IT RISES TO THE LEVEL OF A CONFLICT, SHE DETERMINES IF THERE IS A MITIGATION FOR SAID CONFLICT OR IF ACTION MUST BE TAKEN TO ALLEVIATE THE CONFLICT. THE CLO THEN REPORTS HER FINDINGS TO HUMAN RESOURCES AND WHEN APPLICABLE TO THE EMPLOYEE. THERE WERE NO DISCLOSURES TO THE NATURE OF A CONFLICT PRESENTED BY THE EMPLOYEES IN THE 2019 CONFLICT OF INTEREST PROCESS. THE BOARD OF DIRECTORS IS ALSO REQUIRED TO COMPLETE, ON AN ANNUAL BASIS, A REVIEW OF THE CONFLICTS OF INTEREST POLICY AND COMPLETE A CONFLICTS OF INTEREST STATEMENT. PER THE CONFLICTS POLICY FOR THE BOARD, SHOULD A BOARD MEMBER HAVE A DISCLOSURE, HE/SHE/THEY PRESENT IT TO THE BOARD OR COUNSEL (EXTERNAL FOR HPP, OR, HPPS CLO) FOR DISCUSSION AND VOTE TO DETERMINE IF A CONFLICT OF INTEREST EXISTS. EXTERNAL COUNSEL ALONG WITH HPPS CLO MANAGE THIS PROCESS FOR THE BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY. SAID POLICY WAS DISTRIBUTED TO THE BOARD IN 2019 AND ANY POTENTIAL CONFLICTS WERE REVIEWED AND HANDLE BY EXTERNAL COUNSEL, WITH ASSISTANCE OF THE CLO IF APPLICABLE, PER THE PROCESS IN PLACE. NO CONFLICTS WERE FOUND TO EXIST.
Form 990, Part VI, Line 15a	PROCESS FOR DETERMINING THE COMPENSATION OF THE PRESIDENT AND CEO THE BOARD OF DIRECTORS ANNUALLY ELECTS A BOARD-LEVEL COMMITTEE CALLED THE COMPENSATION AND EVALUATION COMMITTEE (COMMITTEE) WHICH IS RESPONSIBLE FOR ASSURING THAT HPP SALARY STRATEGIES ARE COMPETITIVE AND CONSISTENT WITH CURRENT MARKET TRENDS, IN ORDER TO PROVIDE A STABLE, QUALIFIED AND FAIRLY COMPENSATED WORKFORCE. ALL MEMBERS OF THE COMMITTEE ARE INDEPENDENT. THE COMMITTEE ALSO DETERMINES THE COMPENSATION OF THE PRESIDENT AND CEO BY FIRST ENGAGING AN INDEPENDENT CONSULTANT TO PROVIDE MARKET DATA ON CURRENT, RELEVANT CEOS' COMPENSATION INCLUDING ONE CUSTOM SURVEY SPECIFICALLY FOR HMO EXECUTIVES, IN ORDER TO MAKE THEIR COMPENSATION RECOMMENDATIONS. EVERY OTHER YEAR, THE COMMITTEE ENGAGES A BENEFITS CONSULTING FIRM TO PROVIDE SUMMARIZED NATIONAL DATA. THE CONSULTANT'S INVESTIGATION AND RECOMMENDATIONS REFLECT BOARD-SPECIFIC CRITERIA FOR DETERMINING PAYMENT LEVELS FOR BOTH BASE COMPENSATION AND INCENTIVE COMPENSATION. BASED ON A THOROUGH REVIEW AND DELIBERATIONS FOLLOWING THE CONSULTANT'S STUDY, THE COMMITTEE ESTABLISHES THE BASE COMPENSATION AND OTHER BENEFITS FOR THE CEO SO THAT THEY ARE ALIGNED WITH CURRENT MARKET TRENDS AND BUDGETARY CONSIDERATIONS. SEPARATELY, THE COMMITTEE APPROVES ANNUAL INCENTIVE TARGETS, PERFORMANCE AGAINST THOSE TARGETS, AND THE COMPUTATION OF THE CEO'S RESULTING INCENTIVE COMPENSATION PAYMENT. CONTEMPORANEOUS MINUTES OF THE MEETING ARE PREPARED AND APPROVED BY THE COMMITTEE. THE BOARD OF DIRECTORS ALSO APPROVES THE MINUTES OF THE COMMITTEE.
Form 990, Part VI, Line 15b	PROCESS FOR THE DETERMINING THE COMPENSATION OF OFFICERS AND KEY EMPLOYEES THE BOARD OF DIRECTORS ANNUALLY ELECTS A BOARD-LEVEL COMMITTEE CALLED THE COMPENSATION AND EVALUATION COMMITTEE (COMMITTEE) WHICH IS RESPONSIBLE FOR ASSURING THAT HPP SALARY STRATEGIES ARE COMPETITIVE AND CONSISTENT WITH CURRENT MARKET TRENDS, IN ORDER TO PROVIDE A STABLE, QUALIFIED AND FAIRLY COMPENSATED WORKFORCE. ALL MEMBERS OF THE COMMITTEE ARE INDEPENDENT. THE COMMITTEE ALSO DETERMINES THE COMPENSATION OF THE OTHER OFFICERS AND CERTAIN KEY EMPLOYEES BY FIRST ENGAGING AN INDEPENDENT CONSULTANT TO PROVIDE MARKET DATA ON CURRENT, RELEVANT COMPENSATION INCLUDING ONE CUSTOM SURVEY SPECIFICALLY FOR HMO EXECUTIVES, IN ORDER TO MAKE THEIR COMPENSATION RECOMMENDATIONS EVERY OTHER YEAR, THE COMMITTEE ENGAGES A BENEFITS CONSULTING FIRM TO PROVIDE SUMMARIZED NATIONAL DATA. THE CONSULTANT'S INVESTIGATION AND RECOMMENDATIONS REFLECT BOARD-SPECIFIC CRITERIA FOR DETERMINING PAYMENT LEVELS FOR BOTH BASE COMPENSATION AND INCENTIVE COMPENSATION BASED ON A THOROUGH REVIEW AND DELIBERATIONS FOLLOWING THE CONSULTANT'S STUDY, THE COMMITTEE ESTABLISHES THE BASE COMPENSATION AND OTHER BENEFITS SO THAT THEY ARE ALIGNED WITH CURRENT MARKET TRENDS AND BUDGETARY CONSIDERATIONS. SEPARATELY, THE COMMITTEE APPROVES ANNUAL INCENTIVE TARGETS, PERFORMANCE AGAINST THOSE TARGETS, AND THE COMPUTATION OF THE RESULTING INCENTIVE COMPENSATION PAYMENT. CONTEMPORANEOUS MINUTES OF THE MEETING ARE PREPARED AND APPROVED BY THE COMMITTEE. THE BOARD OF DIRECTORS ALSO APPROVES THE MINUTES OF THE COMMITTEE.
Form 990, Part XI, Line 9	OTHER CHANGES IN NET ASSETS CONTRIBUTIONS FROM MEMBER HOSPITALS...... $46,895,000 ROUNDING................................. $ (637) ----------- TOTAL OTHER CHANGES IN NET ASSETS $46,894,363

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2019

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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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2019

Open to Public Inspection

Name of the organization

Health Partners Plans Inc

Employer identification number

23-2379751

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) SelectScripts LLC 901 MARKET STREET Philadelphia,PA19107 65-1235663	Pharm Ben Adm	PA	0	0	SelectBen
(2) SelectBenefits LLC 901 MARKET STREET Philadelphia,PA19107	Holding Co	PA	0	0	NA

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)The Health Partners Foundation 901 Market Street Suite 500 Philadelphia,PA19107 37-1674587	FOUNDATION	PA	501(C)(3)	12A	HPP	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2019

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	(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

Schedule R (Form 990) 2019

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) ............................

Yes

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) ............................

Yes

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

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

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) The Health Partners Foundation	O	335,895	COST

Schedule R (Form 990) 2019

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) 2019

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) 2019

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