TY 2024 Form 990

(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)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) DAMIEN R HALL...................................................................... BOARD CHAIR	1.00 ................. 3.00	X	X		0	0
(2) SUSAN M HENNESSY...................................................................... BOARD VICE CHAIR	1.00 ................. 3.00	X	X		0	0
(3) KERRY BARNETT...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(4) ANDREW MCCULLOCH...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(5) HYOSUK RHEE...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(6) TAEKYUNG HAN...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(7) WOODRUFF J ENGLISH II...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(8) LARRY GAINES DIDWAY JR...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(9) JACQUELINE MERCER...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(10) JONATHAN PAUL BETLINSKI...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(11) TINA EDLUND...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(12) KIM HELLER...................................................................... BOARD OF DIRECTOR	1.00 ................. 3.00	X			0	0
(13) ERIC C HUNTER...................................................................... CEO,PRESIDENT & BOARD OF DIRECTORS	6.77 ................. 33.23	X	X		882,380	48,391
(14) TERESA K LEARN...................................................................... CFO, BOARD TREASURER	6.38 ................. 33.62		X		439,961	53,621
(15) JEREMIAH RIGSBY...................................................................... CHIEF OF STAFF & SECRETARY	7.96 ................. 32.04		X		294,869	33,365
(16) AMIT R SHAH...................................................................... CHIEF MEDICAL OFFICER	5.30 ................. 34.70			X	633,184	63,954
(17) AMY L DOWD...................................................................... CHIEF OPERATIONS OFFICER	6.77 ................. 33.23			X	476,530	71,425

(A) Name and business address	(B) Description of services	(C) Compensation
CARRIE DUFFEY 327 NW 21ST AVE CAMAS,WA98607	BROKER COMMISSION	847,937
PURFOODS 3210 SE CORPORATE WOODS DR ANKENY,IA50021	POST-DISCHARGE MEAL DELIVERY SERVICES	538,574
STEVEN PEARSE 14830 NW MARGUERITE LN PORTLAND,OR97229	BROKER COMMISSION	258,897
STEVEN RICHARDS 2334 SW 43RD STREET REDMOND,OR97756	BROKER COMMISSION	254,951
BLOOM INSURANCE AGENCY 1801 S LIBERTY DR BLOOMINGTON,IN47403	CONSULTING SERVICES	223,560
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 9

- TIN:

SCHEDULE A
(Form 990)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2024

Open to Public
Inspection

Name of the organization

HEALTH PLAN OF CAREOREGON INC

Employer identification number

46-3264330

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ...............................

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990) 2024

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2020	(b) 2021	(c) 2022	(d) 2023	(e) 2024	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) ..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2020	(b) 2021	(c) 2022	(d) 2023	(e) 2024	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2024 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2023 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2024. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2023. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2024. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

10%-facts-and-circumstances test—2023. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990) 2024

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2020	(b) 2021	(c) 2022	(d) 2023	(e) 2024	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .			25			25
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose	199,809,085	218,129,991	259,270,182	315,815,096	314,309,764	1,307,334,118
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5	199,809,085	218,129,991	259,270,207	315,815,096	314,309,764	1,307,334,143
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.						0
c	Add lines 7a and 7b..						0
8	Public support. (Subtract line 7c from line 6.)						1,307,334,143

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2020	(b) 2021	(c) 2022	(d) 2023	(e) 2024	(f) Total
9	Amounts from line 6...	199,809,085	218,129,991	259,270,207	315,815,096	314,309,764	1,307,334,143
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	1,581,928	1,555,668	1,168,919	2,810,333	2,376,530	9,493,378
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	1,581,928	1,555,668	1,168,919	2,810,333	2,376,530	9,493,378
11	Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	201,391,013	219,685,659	260,439,126	318,625,429	316,686,294	1,316,827,521

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2024 (line 8, column (f) divided by line 13, column (f)) .........

99.280 %

Public support percentage from 2023 Schedule A, Part III, line 15 ...............

99.250 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2024 (line 10c, column (f) divided by line 13, column (f)) ......

0.720 %

Investment income percentage from 2023 Schedule A, Part III, line 17 .............

0.750 %

19a

33 1/3% support tests-2024. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3 % support tests—2023. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990) 2024

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If “Yes,” complete Part I of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990) 2024

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in line 2 above, did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer lines 2a and 2b below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described on line 2a, above constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer lines 3a and 3b below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations?If "Yes" or "No", provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990) 2024

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by 0.035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990) 2024

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2024 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2024	(iii) Distributable Amount for 2024
1 Distributable amount for 2024 from Section C, line 6
2 Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2024:
a From 2019.......
b From 2020.......
c From 2021.......
d From 2022.......
e From 2023.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2024 distributable amount
i Carryover from 2019 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2024 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2024 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2024, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2024. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2025. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2020.....
b Excess from 2021.....
c Excess from 2022.....
d Excess from 2023.....
e Excess from 2024.....

Schedule A (Form 990) (2024)

Schedule A (Form 990) 2024

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990) 2024

Additional Data

Software ID:
Software Version:

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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.
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Attach to Form 990.
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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

Open to Public Inspection

Name of the organization

HEALTH PLAN OF CAREOREGON INC

Employer identification number

46-3264330

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 July 25, 2006, 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 right arrow

Number of states where property subject to conservation easement is located right arrow

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
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Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
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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 ......................... right arrow

(ii)

Assets included in Form 990, Part X ............................... right arrow

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 .......................... right arrow

Assets included in Form 990, Part X ............................... right arrow

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

Cat. No. 52283D

Schedule D (Form 990) (Rev. 1-2025)

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 right arrow

Permanent endowment right arrow

Term endowment right arrow

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
d	Equipment ....
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..		0

Schedule D (Form 990) (Rev. 1-2025)

Page 3

Part VII

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

Part VIII

Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

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

Part IX

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

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
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
MEDICAL CLAIMS PAYABLE	52,555,154
INTERCOMPANY LIABILITIES	7,287,916
PREMIUM RECOUPMENT PAYABLE	578,729
PREMIUM DEFICIENCY RESERVE	36,100,000





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	96,521,799
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) (Rev. 1-2025)

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
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART X, LINE 2:	THE INTERNAL REVENUE SERVICE HAS RECOGNIZED HEALTH PLAN OF CAREOREGON, INC. AS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE COMPANY RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN INTEREST EXPENSE AND OTHER ADMINISTRATIVE EXPENSES, RESPECTIVELY.

Return Reference

Explanation

PART X, LINE 2:

THE INTERNAL REVENUE SERVICE HAS RECOGNIZED HEALTH PLAN OF CAREOREGON, INC. AS EXEMPT FROM FEDERAL INCOME TAXES UNDER PROVISIONS OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE COMPANY RECOGNIZES THE TAX BENEFIT FROM UNCERTAIN TAX POSITIONS ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITIONS WILL BE SUSTAINED ON EXAMINATION BY THE TAX AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFIT IS MEASURED BASED ON THE BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. THE COMPANY RECOGNIZES INTEREST AND PENALTIES RELATED TO INCOME TAX MATTERS IN INTEREST EXPENSE AND OTHER ADMINISTRATIVE EXPENSES, RESPECTIVELY.

Schedule D (Form 990) (Rev. 1-2025)

Additional Data

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Schedule J
(Form 990)
(Rev. January 2025)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

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

OMB No. 1545-0047

Open to Public Inspection

Name of the organization

HEALTH PLAN OF CAREOREGON INC

Employer identification number

46-3264330

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 .....

Yes

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? ....

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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) (Rev. 1-2025)

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, 1099-MISC compensation, and/or 1099-NEC			(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)
1ERIC C HUNTER CEO,PRESIDENT & BOARD OF DIRECTORS	(i) (ii)	0 ------------- 746,855	0 ------------- 134,299	0 ------------- 1,226	0 ------------- 29,994	0 ------------- 18,397	0 ------------- 930,771	0 ------------- 0
2AMIT R SHAH CHIEF MEDICAL OFFICER	(i) (ii)	0 ------------- 546,184	0 ------------- 78,385	0 ------------- 8,615	0 ------------- 30,600	0 ------------- 33,354	0 ------------- 697,138	0 ------------- 0
3AMY L DOWD CHIEF OPERATIONS OFFICER	(i) (ii)	0 ------------- 414,979	0 ------------- 60,351	0 ------------- 1,200	0 ------------- 30,600	0 ------------- 40,825	0 ------------- 547,955	0 ------------- 0
4TERESA K LEARN CFO, BOARD TREASURER	(i) (ii)	0 ------------- 384,827	0 ------------- 53,573	0 ------------- 1,561	0 ------------- 30,215	0 ------------- 23,406	0 ------------- 493,582	0 ------------- 0
5MARY B ENGRAV SR MED. DIR. - BENEFIT/UTILIZATION	(i) (ii)	0 ------------- 369,988	0 ------------- 26,639	0 ------------- 1,200	0 ------------- 30,336	0 ------------- 41,667	0 ------------- 469,830	0 ------------- 0
6SAFINA F KOREISHI SR. MED. DIRECTOR, CLINICAL SERVICES	(i) (ii)	0 ------------- 361,797	0 ------------- 38,652	0 ------------- 2,282	0 ------------- 30,338	0 ------------- 25,828	0 ------------- 458,897	0 ------------- 0
7JOHN BISCHOF MEDICAL DIRECTOR - BEHAVIORAL HEALTH	(i) (ii)	0 ------------- 336,795	0 ------------- 26,335	0 ------------- 16,618	0 ------------- 30,600	0 ------------- 34,981	0 ------------- 445,329	0 ------------- 0
8WILLIAM J KENNEDY MED. DIR. - BENEFIT/UTILIZATION	(i) (ii)	0 ------------- 333,084	0 ------------- 22,507	0 ------------- 1,200	0 ------------- 28,310	0 ------------- 45,643	0 ------------- 430,744	0 ------------- 0
9NORA LEIBOWITZ CHIEF MEDICAID PROGRAM OFFICER	(i) (ii)	0 ------------- 312,828	0 ------------- 46,836	0 ------------- 528	0 ------------- 29,730	0 ------------- 23,785	0 ------------- 413,707	0 ------------- 0
10JAMES MASON CHIEF EQUITY, DIVERSITY & INCLUSION	(i) (ii)	0 ------------- 305,997	0 ------------- 46,230	0 ------------- 0	0 ------------- 30,428	0 ------------- 30,432	0 ------------- 413,087	0 ------------- 0
11NATHAN CORLEY SVP, INFO SVCS/ANALYTICS	(i) (ii)	0 ------------- 312,364	0 ------------- 34,137	0 ------------- 1,200	0 ------------- 33,719	0 ------------- 17,431	0 ------------- 398,851	0 ------------- 0
12JAMES SLATER VICE PRESIDENT, PHARMACY	(i) (ii)	0 ------------- 262,145	0 ------------- 29,703	0 ------------- 7,988	0 ------------- 27,326	0 ------------- 32,611	0 ------------- 359,773	0 ------------- 0
13JEREMIAH RIGSBY CHIEF OF STAFF & SECRETARY	(i) (ii)	0 ------------- 257,001	0 ------------- 36,668	0 ------------- 1,200	0 ------------- 24,428	0 ------------- 8,937	0 ------------- 328,234	0 ------------- 0

Schedule J (Form 990) (Rev. 1-2025)

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
PART I, LINE 1A	RELATED ORGANIZATION CAREOREGON, INC. REIMBURSED LIFESTYLE SPENDING AND WELLNESS SPENDING FOR ERIC HUNTER, AMIT SHAH, AMY DOWD, TERESA LEARN, NORA LEIBOWITZ, JEREMIAH RIGSBY, MARY ENGRAV, SAFINA KOREISHI, NATHAN CORLEY & JAMES SLATER, WILLIAM KENNEDY IN THE AMOUNT OF $1,200, $805, $1,200, $1,200, $528, $1,200, $1,200, $2,282, $1,200, $1,200 & $1,200 RESPECTIVELY. THIS REIMBURSEMENT WAS INCLUDED AS TAXABLE COMPENSATION TO THESE PARTIES.

Return Reference

Explanation

PART I, LINE 1A

RELATED ORGANIZATION CAREOREGON, INC. REIMBURSED LIFESTYLE SPENDING AND WELLNESS SPENDING FOR ERIC HUNTER, AMIT SHAH, AMY DOWD, TERESA LEARN, NORA LEIBOWITZ, JEREMIAH RIGSBY, MARY ENGRAV, SAFINA KOREISHI, NATHAN CORLEY & JAMES SLATER, WILLIAM KENNEDY IN THE AMOUNT OF $1,200, $805, $1,200, $1,200, $528, $1,200, $1,200, $2,282, $1,200, $1,200 & $1,200 RESPECTIVELY. THIS REIMBURSEMENT WAS INCLUDED AS TAXABLE COMPENSATION TO THESE PARTIES.

Schedule J (Form 990) (Rev. 1-2025)

Additional Data

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SCHEDULE O
(Form 990)
(Rev. January 2025)
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.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

Open to Public
Inspection

Name of the organization

HEALTH PLAN OF CAREOREGON INC

Employer identification number

46-3264330

Return Reference	Explanation
FORM 990, PART III, LINE 1	TAX-EXEMPT PURPOSE AND MISSION OF HEALTH PLAN OF CAREOREGON HEALTH PLAN OF CAREOREGON IS A HEALTHCARE SERVICE CONTRACTOR INCORPORATED AND DOMICILED IN THE STATE OF OREGON, AND IS REGULATED BY THE STATE OF OREGON DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION. WE CREATED CAREOREGON ADVANTAGE PLUS AS A SPECIAL NEEDS MEDICARE ADVANTAGE PRESCRIPTION DRUG PLAN (SNP PLAN) THAT IS ORGANIZED TO BENEFIT MEDICAID AND MEDICARE DUALLY ELIGIBLE MEMBERS IN SIX COUNTIES IN OREGON. WE PROVIDE MANAGED CARE SERVICES TO APPROXIMATELY 18,000 MEMBERS. WE PROVIDE HEALTH BENEFITS THROUGH OUR CONTRACTED NETWORK OF HOSPITALS, PARTICIPATING PHYSICIANS, AND OTHER HEALTHCARE ORGANIZATIONS AND OPERATE UNDER ANNUAL CONTRACTS WITH THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS), WHICH PAYS A RISK ADJUSTED RATE PER MEMBER. OUR SNP PLAN COORDINATES MEDICARE, OREGON HEALTH PLAN (MEDICAID) AND PRESCRIPTION DRUG BENEFITS FOR THE CONVENIENCE OF OUR MEMBERS, PROVIDING MEDICAID BENEFITS PLUS ALL OF THE BENEFITS OF ORIGINAL MEDICARE WITH NO MONTHLY PREMIUM AND $0 COPAYS. CAREOREGON (THE PARENT) IS A MEDICAID MANAGED HEALTHCARE PLAN THAT PROVIDES HEALTHCARE SERVICES TO MEMBERS WHO ARE ENROLLED IN THE OREGON HEALTH PLAN, WHICH IS ADMINISTERED BY THE OREGON HEALTH AUTHORITY (OHA) OF THE STATE OF OREGON'S DEPARTMENT OF HUMAN SERVICES. THE PARENT IS A STATE OF OREGON CHARITABLE NONPROFIT PUBLIC BENEFIT CORPORATION ORGANIZED AND OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL, AND SCIENTIFIC PURPOSES, INCLUDING, FOR SUCH PURPOSES, MAKING DISTRIBUTIONS TO ORGANIZATIONS THAT QUALIFY AS EXEMPT ORGANIZATIONS. CAREOREGON'S MISSION IS TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH. CAREOREGON PROVIDES MANAGED CARE SERVICES TO OVER 550,000 OREGONIANS. HEALTH PLAN OF CAREOREGON MAINTAINS A MANAGEMENT SERVICES AGREEMENT WITH THE PARENT. UNDER THE TERMS OF THIS MANAGEMENT SERVICES AGREEMENT, WE UTILIZE THE PARENT'S PERSONNEL, OFFICE SPACE, EQUIPMENT, COMPUTER SYSTEMS, SOFTWARE, AND OPERATING METHODOLOGIES TO MANAGE OUR BUSINESS.
PART III, LINE 4 STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	MEDICARE PLAN: HEALTH PLAN OF CAREOREGON ADMINISTERS A SNP PLAN, WHICH PROVIDES CONTINUITY OF COVERAGE FOR MEMBERS WHO ARE DUALLY ELIGIBLE FOR MEDICARE AND MEDICAID. THE CONTINUITY BENEFITS BOTH PATIENTS AND PROVIDERS BY ENSURING A COORDINATED AND CONVENIENT MEANS OF RECEIVING AND DELIVERING QUALITY CARE. EXAMPLES OF BENEFITS OFFERED BY OUR SNP PLAN ARE AS FOLLOWS: - CAREOREGON ADVANTAGE CARECARD FOR OTC ITEMS AND SUPPLEMENTAL DENTAL - EYE EXAMS, GLASSES AND LENSES EVERY YEAR - GYM MEMBERSHIP AND HOME FITNESS KITS - MEAL DELIVERY SERVICE AFTER HOSPITAL, REHAB OR SKILLED NURSING FACILITY DISCHARGE - 24/7 NURSE ADVISE LINE - PART D VACCINES AND MAINTENANCE DRUGS - REWARDS FOR COMPLETING HEALTHY ACTIVITIES
PART IV, LINE 12/12A CONSOLIDATED FINANCIAL STATEMENTS	FOR THE YEAR ENDED DECEMBER 31, 2024, AN AUDIT WAS PERFORMED BY AN INDEPENDENT AUDITOR FOR THE CONSOLIDATED CAREOREGON GROUP WHICH INCLUDES CAREOREGON, INC., HEALTH PLAN OF CAREOREGON, INC., 900 S. HOLLADAY DR, LLC, COLUMBIA PACIFIC CCO, LLC, JACKSON COUNTY CCO, LLC, HOUSECALL PROVIDERS SERVICES LLC, HOUSECALL PROVIDERS, PC, AND CAREOREGON FOUNDATION. IN ADDITION, A STATUTORY AUDIT WAS PERFORMED ON HEALTH PLAN OF CAREOREGON, INC. ON A STANDALONE BASIS FOR THE PURPOSE OF REGULATORY FILING FOR THE YEAR ENDED DECEMBER 31, 2024.
FORM 990, PART V, LINE 2A	THE OFFICERS AND DIRECTORS DID NOT RECEIVED COMPENSATION FROM HEALTH PLAN OF CAREOREGON, INC.; INSTEAD, THEIR COMPENSATION WAS PROVIDED BY CAREOREGON, INC. (THE PARENT).
FORM 990, PART VI, SECTION B, LINE 11B	HEALTH PLAN OF CAREOREGON'S FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTING FIRM, UTILIZING DATA PROVIDED BY THE CAREOREGON FINANCE DEPARTMENT. THE DRAFT UNDERGOES MULTIPLE REVIEW PROCESSES BEFORE THE FINAL DRAFT IS PRESENTED TO THE FINANCE COMMITTEE AND THE BOARD OF DIRECTORS BY THE CHIEF FINANCIAL OFFICER OR VICE PRESIDENT & CONTROLLER. EACH REVIEWER IS GIVEN SUFFICIENT TIME TO EXAMINE AND PROVIDE FEEDBACK. FINAL APPROVAL IS OBTAINED PRIOR TO ELECTRONICALLY SUBMITTED TO THE IRS BY THE EXTERNAL ACCOUNTING FIRM.
FORM 990, PART VI, SECTION B, LINE 12C	THE CONFLICT-OF-INTEREST POLICY OF THE PARENT AND ITS AFFILIATES, WHICH INCLUDES HEALTH PLAN OF CAREOREGON, IS DISTRIBUTED TO THE BOARD MEMBERS ANNUALLY. IT APPLIES TO DIRECTORS, OFFICERS AND KEY EMPLOYEES (ON THE BASIS OF TESTS SET FORTH IN FORM 990), AND ANY OTHER INDIVIDUAL IN A POSITION TO EXERCISE SIGNIFICANT INFLUENCE OVER A DECISION HAVING MATERIAL ECONOMIC IMPACT FOR HEALTH PLAN OF CAREOREGON (COLLECTIVELY COVERED PERSONS). THE CONFLICT-OF-INTEREST POLICY IS REVIEWED AND APPROVED ANNUALLY BY THE BOARD. AN ANNUAL CONFLICT OF INTEREST DECLARATION AND INDEPENDENCE QUESTIONNAIRE IS DISTRIBUTED TO ALL COVERED PERSONS FOR CAREOREGON (THE PARENT) AND ITS AFFILIATES. THROUGH THE DISTRIBUTED DOCUMENT, EACH COVERED PERSON SIGNS AND ACKNOWLEDGES THEIR COMPLIANCE WITH THE CONFLICT-OF-INTEREST POLICY AND REPORTS FAMILY AND BUSINESS RELATIONSHIPS THAT ARE USED TO DETERMINE THE INDEPENDENCE OF A DIRECTOR PURSUANT TO THE DEFINITION AND TESTS SET FORTH IN IRS FORM 990. THE GOVERNANCE COMMITTEE REVIEWS THE RESPONSES TO THE ANNUAL QUESTIONNAIRES AND MAKES RECOMMENDATIONS TO THE FULL BOARD ON ANY RESOLUTIONS OR ACTIONS REQUIRED TO MITIGATE ANY CONFLICTS OF INTEREST. FOR 2024, THERE WERE NO CONFLICTS OF INTEREST REQUIRING RESOLUTION OR ACTIONS. AT THE BEGINNING OF EACH MEETING OF THE BOARD OF DIRECTORS, THE CHAIR ASKS ALL MEMBERS PRESENT TO DECLARE ANY CONFLICTS OF INTEREST SO THE BOARD IS UPDATED ON ANY NEW CONFLICTS THAT MAY HAVE ARISEN SINCE THE LAST ANNUAL QUESTIONNAIRE. ALL SIGNED CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENTS AND INDEPENDENCE QUESTIONNAIRES ARE RETAINED AT THE PARENT'S OFFICE. IF FOR A SPECIFIC MATTER REQUIRING BOARD ACTION A CONFLICT OF INTEREST EXISTS, AS DETERMINED BY THE BOARD, AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING, DISCLOSING THE EXISTENCE OF HIS OR HER INTEREST AND SHALL DISCLOSE ALL MATERIAL FACTS. FOLLOWING THE PERSON'S DISCLOSURES AND AFTER ANY DISCUSSION WITH THE BOARD, THE INDIVIDUAL LEAVES THE MEETING WHILE THE BOARD INDEPENDENTLY DISCUSSES THE MATTER BEFORE IT VOTES ON THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE CONFLICT OF INTEREST. IF THERE IS REASONABLE QUESTION ABOUT THE APPROPRIATENESS OF THE PROPOSED TRANSACTION OR ARRANGEMENT, THE CHAIR SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTIONS OR ARRANGEMENTS. AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL EVALUATE THE RESULTING ALTERNATIVES PRESENTED BY THE APPOINTED PERSON OR COMMITTEE. IF AN APPROPRIATE CONFLICT-FREE ALTERNATIVE IS NOT REASONABLY ATTAINABLE, THE BOARD SHALL DETERMINE BY MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE ORIGINAL TRANSACTION OR ARRANGEMENT IS IN HEALTH PLAN OF CAREOREGON'S BEST INTERESTS, FOR HEALTH PLAN OF CAREOREGON'S OWN BENEFIT, WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO HEALTH PLAN OF CAREOREGON, AND WHETHER THE TRANSACTION IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THE BOARD SHALL THEN VOTE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE EVALUATION OF THE FOREGOING. AT THE BEGINNING OF EACH MEETING OF THE BOARD OF DIRECTORS, THE CHAIR ASKS ALL MEMBERS PRESENT TO DECLARE ANY CONFLICTS OF INTEREST SO THE BOARD IS UPDATED ON ANY NEW CONFLICTS THAT MAY HAVE ARISEN SINCE THE LAST ANNUAL QUESTIONNAIRE. ALL SIGNED CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENTS AND INDEPENDENCE QUESTIONNAIRES ARE RETAINED AT THE PARENT'S OFFICE. IF FOR A SPECIFIC MATTER REQUIRING BOARD ACTION, A CONFLICT OF INTEREST EXISTS, AS DETERMINED BY THE BOARD, AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE MEETING, DISCLOSING THE EXISTENCE OF HIS OR HER INTEREST AND SHALL DISCLOSE ALL MATERIAL FACTS. FOLLOWING THE PERSON'S DISCLOSURES AND AFTER ANY DISCUSSION WITH THE BOARD, THE INDIVIDUAL LEAVES THE MEETING WHILE THE BOARD INDEPENDENTLY DISCUSSES THE MATTER BEFORE IT VOTES ON THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE CONFLICT OF INTEREST. IF THERE IS A REASONABLE QUESTION ABOUT THE APPROPRIATENESS OF THE PROPOSED TRANSACTION OR ARRANGEMENT, THE CHAIR SHALL APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTIONS OR ARRANGEMENTS. AFTER EXERCISING DUE DILIGENCE, THE BOARD SHALL EVALUATE THE RESULTING ALTERNATIVES PRESENTED BY THE APPOINTED PERSON OR COMMITTEE. IF AN APPROPRIATE CONFLICT- FREE ALTERNATIVE IS NOT REASONABLY ATTAINABLE, THE BOARD SHALL DETERMINE BY MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE ORIGINAL TRANSACTION OR ARRANGEMENT IS IN HEALTH PLAN OF CAREOREGON'S BEST INTERESTS, FOR HEALTH PLAN OF CAREOREGON'S OWN BENEFIT, WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO HEALTH PLAN OF CAREOREGON, AND WHETHER THE TRANSACTION IS IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THE BOARD SHALL THEN VOTE WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH THE EVALUATION OF THE FOREGOING.
FORM 990, PART VI, SECTION B, LINE 15	MARKET DATA ON THE TOTAL COMPENSATION PACKAGE FOR EXECUTIVE POSITIONS ARE PROVIDED ANNUALLY BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT USING COMPARABLE ORGANIZATIONS BY INDUSTRY, FOR-PROFIT AND NON-PROFIT STATUS AND SIZE BY REVENUE. THE EXECUTIVE & COMPENSATION COMMITTEE OF THE BOARD, CONSISTING OF A MAJORITY OF INDEPENDENT BOARD MEMBERS, REVIEWS MARKET DATA, EVALUATES CEO PERFORMANCE AND REVIEWS CEO RECOMMENDATIONS FOR COMPENSATION FOR OTHER EXECUTIVE OFFICERS. THE COMMITTEE PRESENTS ITS RECOMMENDATIONS FOR CEO TO THE BOARD. COMPENSATION DECISIONS ARE APPROVED BY BOARD RESOLUTION. THE BOARD REVIEWS THE COMPENSATION COMMITTEE'S RECOMMENDATION FOR THE COMPENSATION OF ALL OTHER EMPLOYEES AS PART OF THE BUDGET APPROVAL PROCESS. THE PROCESS OF DETERMINING THE COMPENSATION OF TOP MANAGEMENT OFFICIALS AND KEY OFFICERS INCLUDES A REVIEW OF AN INDEPENDENT CONSULTANT'S REPORT OF COMPARABLE SALARIES OF SIMILAR ORGANIZATIONS AND IS GUIDED BY WRITTEN COMPENSATION PRACTICES. WITH THE CEO AND ALL OTHER OFFICERS ABSENT FROM THE EXECUTIVE SESSION, THE BOARD APPROVES THE SALARY OF THE CEO. THIS COMPENSATION APPROVAL PROCESS WAS LAST UNDERTAKEN ON MARCH 15, 2025 FOR THE CEO, AND THE CEO'S RECOMMENDATIONS FOR OTHER OFFICERS. THERE IS CONTEMPORANEOUS DOCUMENTATION OF THIS PROCESS AND THE RESULTS.
FORM 990, PART VI, SECTION C, LINE 19	THE TAX RETURN INFORMATION IS AVAILABLE UPON REQUEST. WHILE NO REQUIREMENT TO MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC EXISTS, HEALTH PLAN OF CAREOREGON WILL CONSIDER ALL REQUESTS FOR THESE DOCUMENTS ON A CASE-BY-CASE BASIS.
FORM 990, PART XI, LINE 9:	TRANSFER FROM CAREOREGON, INC. 75,000,000.

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

Cat. No. 51056K

Schedule O (Form 990) (Rev. 1-2025)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)
(Rev. January 2025)

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.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

Open to Public Inspection

Name of the organization

HEALTH PLAN OF CAREOREGON INC

Employer identification number

46-3264330

Part I

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

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)CAREOREGON INC 315 SW FIFTH AVE PORTLAND,OR97204 93-0933975	MANAGEMENT	OR	501(C)(3)	LINE 10	N/A		No
(2)HOUSECALL PROVIDERS PC 315 SW FIFTH AVE PORTLAND,OR97204 82-1663503	CLINICAL	OR	501(C)(3)	LINE 10	CAREOREGON INC		No
(3)CAREOREGON FOUNDATION 315 SW FIFTH AVE PORTLAND,OR97204 93-3690037	ASSIST CAREOREGON'S MISSION THROUGH CHARITABLE MEANS	OR	501(C)(3)	LINE 7	CAREOREGON INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) (Rev. 1-2025)

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?		(k) Percentage ownership
(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	(k) Percentage ownership

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No

Schedule R (Form 990) (Rev. 1-2025)

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

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

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

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

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

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

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

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

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

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

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

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

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

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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

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

Yes

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

Schedule R (Form 990) (Rev. 1-2025)

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?		(k) Percentage ownership
(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	(k) Percentage ownership

Schedule R (Form 990) (Rev. 1-2025)

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) (Rev. 1-2025)

Additional Data

Software ID:
Software Version:

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	315,815,096	314,309,764
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,810,333	2,378,594
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)	318,625,429	316,688,358
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	5,000	0
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)	28,432,699	28,065,734
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)....	288,262,940	371,170,291
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	316,700,639	399,236,025
19	Revenue less expenses. Subtract line 18 from line 12.......	1,924,790	-82,547,667
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	107,028,876	137,957,685
21	Total liabilities (Part X, line 26).............	58,918,189	97,142,162
22	Net assets or fund balances. Subtract line 21 from line 20.....	48,110,687	40,815,523

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 377,734,912 including grants of $ ) (Revenue $ 314,309,764 )
	MEDICARE PLAN - SEE SCHEDULE O

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses377,734,912

(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/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) JAMES MASON........................................................................ CHIEF EQUITY, DIVERSITY & INCLUSION OFFICER	5.00 .......................35.00	X		0	352,227	60,860
(19) NORA LEIBOWITZ........................................................................ CHIEF MEDICAID PROGRAM OFFICER	6.38 .......................33.62	X		0	360,192	53,515
(20) NATHAN CORLEY........................................................................ SVP, INFO SVCS/ANALYTICS	6.77 .......................33.23	X		0	347,701	51,150
(21) SAFINA F KOREISHI........................................................................ SR. MED. DIRECTOR, CLINICAL SERVICES	2.00 .......................38.00		X	0	402,731	56,166
(22) JOHN BISCHOF........................................................................ MEDICAL DIRECTOR - BEHAVIORAL HEALTH	7.67 .......................32.33		X	0	379,748	65,581
(23) MARY B ENGRAV........................................................................ SR MED. DIR. - BENEFIT/UTILIZATION	10.80 .......................29.20		X	0	397,827	72,003
(24) JAMES SLATER........................................................................ VICE PRESIDENT, PHARMACY	18.15 .......................21.85		X	0	299,836	59,937
(25) WILLIAM J KENNEDY........................................................................ MED. DIR. - BENEFIT/UTILIZATION	5.17 .......................34.83		X	0	356,791	73,953

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	0	5,623,977	763,921

1	Briefly describe the organization’s mission or most significant activities: TO INSPIRE AND PARTNER TO CREATE QUALITY AND EQUITY IN INDIVIDUAL AND COMMUNITY HEALTH.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	13
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	12
5	Total number of individuals employed in calendar year 2024 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	12
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	0

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.......

		Business Code
2a	PREMIUM REVENUE	524114	314,309,764	314,309,764
b
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		314,309,764

3 Investment income (including dividends, interest, and othersimilar amounts) ......			2,376,530			2,376,530
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
			(i) Real	(ii) Personal
6a	Gross rents	6a
b	Less: rental expenses	6b
c	Rental income or (loss)	6c
d	Net rental income or (loss).......
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a	2,234,997
b	Less: cost or other basis and sales expenses	7b	2,232,933
c	Gain or (loss)	7c	2,064
d	Net gain or (loss).........			2,064			2,064
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..

Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			316,688,358	314,309,764	0	2,378,594

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	834,915	415,785	419,130
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	19,320,075	10,970,099	8,349,976
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	2,971,201	1,893,443	1,077,758
9	Other employee benefits .......	3,018,925	2,122,856	896,069
10	Payroll taxes ...........	1,920,618	1,241,611	679,007
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........	42,900		42,900
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	74,792		74,792
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	10,967,569	3,586,772	7,380,797
12	Advertising and promotion ....	158,984	148,235	10,749
13	Office expenses .......	680,456	672,451	8,005
14	Information technology ......	631,702	39	631,663
15	Royalties ..
16	Occupancy ...........	5,091		5,091
17	Travel ............	86,936	23,023	63,913
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	43,476	15,742	27,734
20	Interest ...........	471,924		471,924
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..
23	Insurance ...
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	MEMBER HEALTHCARE EXP	347,476,999	347,476,999
b
c
d
e	All other expenses	10,529,462	9,167,857	1,361,605
25	Total functional expenses. Add lines 1 through 24e	399,236,025	377,734,912	21,501,113	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).

1	Cash–non-interest-bearing ........			1	13,618
2	Savings and temporary cash investments .........		2,343,806	2	59,216,994
3	Pledges and grants receivable, net ......			3
4	Accounts receivable, net .............		20,677,392	4	27,071,308
5	Loans and other receivables from 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 .......
				5
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) ...
				6
7	Notes and loans receivable, net ...........			7
8	Inventories for sale or use ............			8
9	Prepaid expenses and deferred charges ......		10,404,073	9	7,994,763
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation	10b		10c
11	Investments—publicly traded securities .		70,657,059	11	43,639,422
12	Investments—other securities. See Part IV, line 11 .....			12
13	Investments—program-related. See Part IV, line 11 ..			13
14	Intangible assets ...............			14
15	Other assets. See Part IV, line 11 ...........		2,946,546	15	21,580
16	Total assets. Add lines 1 through 15 (must equal line 33)...		107,028,876	16	137,957,685

17	Accounts payable and accrued expenses .....	741,390	17	620,363
18	Grants payable ...		18
19	Deferred revenue .........		19
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to 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 .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	58,176,799	25	96,521,799
26	Total liabilities. Add lines 17 through 25..	58,918,189	26	97,142,162

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	48,110,687	27	40,815,523
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 .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	48,110,687	32	40,815,523
33	Total liabilities and net assets/fund balances ........	107,028,876	33	137,957,685