Exhibit T, HHSC Disclosure Statement-Enrollment Broker.pdf

HHSC Disclosure Statement - Enrollment Broker

Applicability, Overview, and Submission Instructions

Who must submit. This HHSC Disclosure Statement is to be completed by the legal entity that contracts with HHSC to provide Enrollment Broker services in Texas (hereinafter referred to as “the Enrollment Broker,” or EB, which includes any Respondent under an RFP proposal submission). If the Enrollment Broker has a parent or other Affiliates, and the combined organization contracts with HHSC under more than one legal name, then the organization should complete a separate Disclosure Statement for each such legal entity. The RFP may require all Respondents to submit.

What is disclosed. This statement discloses information about the Enrollment Broker, including ownership, control, type of entity, Affiliates (as defined in the Contract), and other related parties. The statement also discloses transactions with such parties, subcontracts, fraud, solvency, any criminal convictions, etc. This statement also includes information as to number of employees, facilities, and financial size. This statement is substantially different than the federal Disclosure Statement, which may be a separate requirement. Note that HHSC’s request for information regarding the existence of possible transactions, arrangements, relationships, etc., does not confer or imply allowability or unallowability of the issue under inquiry.

Timing and due dates of submission. This HHSC Disclosure Statement must be submitted:

• Before beginning operations under the Contract (per RFP timing specifications, which may include Respondents in their initial proposal submission, prior to any award), and prior to any new contract;

• By September 1st annually thereafter; and,

• Within 30 days of a change in the Enrollment Broker's status or responses the Enrollment Broker must submit an updated HHSC Disclosure Statement.

The Enrollment Broker must fill-in the date this form is submitted in the designated space at the top of Page 1 of the form.

Submission format. Unless otherwise instructed, the signed statement should be submitted to HHSC as a PDF file, showing written signature. Note that the final form of the PDF file that is sent to HHSC must be in a text-searchable format. PDF files that have images as pages, rather than selectable text, are subject to being returned for re-submission, or may be deemed non-responsive. The signature page may be in non-text-searchable format, containing an image. Do not change or remove any wording. This instruction page does not need to be included in the submission.

File names for the submitted PDF files should start with a short version of the Enrollment Broker’s name, followed by “Disclosure Statement,” followed by the date submitted. If it is a revised version, then add “REVISED” to the file name. If there are two different legal entities (Affiliates) submitting separate forms, use common name followed by an acronym to distinguish the entities. Do not use ALL CAPS except for acronyms and to denote a revised file. File name example:

Acme – Disclosure Statement – 2018-09-01.pdf.

Per Federal regulations: A Medicaid agency shall not approve a contract, and must terminate an existing contract, if certain contractors fail to disclose certain ownership and control information (42 CFR 455.104).

Enrollment Broker should complete the following sections, and affix all attachments following Section H:

Section: Page

A-1. Summary……………………………………………………………………………………… A-2. Enrollment Broker identification and ownership…………………………………………… 2

B. Parties-in-Interest - certain transactions…………………………………………………….. 10 C. Criminal convictions, or debarment/suspension…………………………………………… 10

D. Largest non-affiliate subcontractors………………………………………………………….. 11 E. Affiliate subcontractors and transactions…………………………………………………… 12 F. Solvency issues, and other disclosures……………………………………………………… 14

G. List of Attachments . ………………………………………………………………………...…17 H. Signed Attestation………………………………………………………………………………. 18

RFP No. HHS0016867 Exhibit T

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DATE SUBMITTED:

Section A-1. Summary.

1. Full legal name of the legal entity that contracts with HHSC, or is a Respondent to the RFP (referred to herein as “the Enrollment Broker”):

2. Primary name known as (trade name, dba), if different than above:

3. Name of Enrollment Broker’s “Ultimate Owner,” from Section A-2, Item #15:

4. [This item left blank.]

5. Does the Ultimate Owner have any other contracts with HHSC via any other legal entities other than the Enrollment Broker listed in Item #1 above? Yes. No. If yes, provide full legal name of each additional legal entity that contracts with HHSC, and the HHSC Program(s) or contracts that these other entities participate in:

6. If Item #5 above is checked Yes, has each such legal entity contracting with HHSC submitted an HHSC Disclosure Statement? Yes. No. If no, list each entity that has not, and explain why:

7. a) Legal status of Enrollment Broker: For-Profit Tax-exempt (aka “non-profit”)

b) Legal status of Ultimate Owner For-Profit Tax-exempt (aka “non-profit”) (Note: Tax-exempt status, also commonly referred to as “non-profit,” is as approved for the entity by the IRS, in accordance with Internal / Code section 501. A “non-profit” entity may make, and retain, profits.)

8. The Ultimate Owner, via its subsidiaries, operates only in Texas; or, is in multiple states.

9. - 13. [These items left blank.]

14. Show the total annual venues from all sources during the most-recent 12 months:

For the Enrollment Broker: $

For the Ultimate Owner: $ (includes EB revenues)

15. Which financial statements are filed by the Ultimate Owner? Check each that may apply:

SEC 10-K IRS Form 990 IRS Form 1120 none of these

16. Which financial statement checked above is available on-line?

Provide direct URL link to latest filing:

17. Is Section F, item 1, Solvency Issues, sub-item h), checked “Yes”? Yes. No.

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Section A-2. Enrollment Broker identification and ownership.

1. Full legal name of the Enrollment Broker that contracts with HHSC, or is a Respondent to the RFP:

2. Any other names. Doing business as (DBA), trade name(s), abbreviation, nickname, acronym, former name(s), etc. (List any and all, if different from legal name):

3. Primary street (physical) address of Enrollment Broker, including zip code, area code and main phone number:

4. Primary mailing address of Enrollment Broker, if different from physical address:

5. Website address(es) (list any and all home-page URLs):

6. a) State of incorporation of Enrollment Broker:

b) Enrollment Broker’s Employer Identification Number (EIN):

7. “S Corp” status: Is either the Enrollment Broker, or the Ultimate Owner (as named in Item 15 below), classified for US income tax purposes as an “S corporation,” as defined under Internal Revenue Code Chapter 1, Subchapter S?

Enrollment Broker: Is an S Corp Is not an S Corp Ultimate Owner: Is an S Corp Is not an S Corp

8. Top Officer/Executive. Name, title, and location of the top officer or executive of the Enrollment Broker:

9. Primary Contact. Indicate Enrollment Broker’s present designated primary contact for HHSC. Include name, title, email address, phone #, mailing address, fax #, office location, and the name and title of the person to whom the primary contact reports.

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10. Senior Executives and Top Management, etc., of the Enrollment Broker

a) Provide full names (with full titles) of any and all persons presently holding title(s) of (or similar to) the following, with respect to the legal entity of the Enrollment Broker:

1) Chairman, CEO, President, COO, (E)VP-Operations, Executive Director, Managing Director, General Manager, Chief Administrative Officer, Partner. Include and indicate the Enrollment Broker’s top executive.

2) CFO, (E)VP-Finance, Chief Accounting Officer, Controller, Director of Finance and/or Accounting, Finance Manager, Accounting Manager, Treasurer, Financial Functions Manager. Include and indicate the Enrollment Broker’s top financial person.

3) Include all officers of the corporation.

4) Include all executives who sign contracts on behalf of the Enrollment Broker, and those who sign tax returns or regulatory filings.

5) Include other Enrollment Broker employees, if any, that have employment agreements that provide for any annual compensation in excess of $250,000, including the potential value of contingent (e.g., performance) pay, bonuses, options, allowances, severance pay for change in control, and any benefits in excess of that provided to most salaried employees. Include anyone not already indicated above who is one of the five highest paid employees in the Enrollment Broker. (It is not necessary to disclose the total amount of the compensation package(s), but only whether they meet the disclosure threshold.)

6) Include any Enrollment Broker Board of Directors member, or 5+% owner, if such individual has either a company salary or a consulting agreement (or both), which (separately or combined) is in excess of $125,000 per year, including the value of any bonuses, options, allowances, etc.

Provide titles for everyone in the list, and indicate which of the numbered criteria above places them on the list.

Use an additional page if needed.

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b) Indicate if any person named in (a) above:

i) has a 5% or more ownership interest (directly, or indirectly through one or more intermediaries) in any of the Enrollment Broker’s subcontractors:

Yes. No. If yes, provide name(s):

ii) is related as spouse, parent, child or sibling to any person with a 5% or more ownership in any of the Enrollment Broker’s subcontractors:

Yes. No. If yes, provide name(s):

iii) is a corporate officer, Board of Directors member, partner, senior executive, or is in any manner part of top management, or holds an employment contract or consulting agreement, with any of the Enrollment Broker’s subcontractors:

Yes. No. If yes, provide name(s):

iv) is related as spouse, parent, child or sibling to any person who is a corporate officer, Board of Directors member, partner, senior executive, or is in any manner part of top management, or holds an employment contract or consulting agreement, with any of the Enrollment Broker’s subcontractors:

Yes. No. If yes, provide name(s):

v) has been, in the last five years, sanctioned, fined, prohibited from certain activities or holding certain positions, or otherwise restricted or penalized, by the US Securities and Exchange Commission (SEC):

Yes. No. If yes, provide name(s):

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c) In the last 12 months, has there been a change in the Enrollment Broker’s senior operating executive (i.e., the CEO or equivalent), senior financial executive, or in audit firms, or in the person to whom the Enrollment Broker’s senior operating executive reports (at a parent, if any):

Yes. No. If yes, please identify:

11. Board. Does the Enrollment Broker have a Board of Directors?

Yes. No.

If yes:

a) indicate the number of members:

b) list the full name of each. Indicate beside each name whether the person is an employee of the Enrollment Broker, or an employee, corporate officer, or Board of Directors member of the Enrollment Broker’s parent or any Affiliate. Use additional page if needed.

12. Type of ownership of Enrollment Broker (select one):

a) The Enrollment Broker is privately held or controlled by one entity or individual, etc., which is non-governmental. For example, the Enrollment Broker is a wholly-owned subsidiary of a larger corporation or holding company.

b) The Enrollment Broker is privately held or controlled by more than one entity or individual or partner, etc (but not publicly traded or listed on a stock exchange).

c) The Enrollment Broker is owned by a governmental entity (e.g., owned by a County Hospital District).

d) The Enrollment Broker itself is owned directly by multiple unaffiliated stock holders, where stock is listed and can be traded on a stock exchange, wherein no individual or entity, or affiliated group of individuals or entities, has control.

e) The Enrollment Broker is a mutual insurance company, owned entirely (and directly) by policy holders.

f) Other. Describe/explain:

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13. Owner’s name. If ownership status box (a), (b), (c), or (f) was selected above, list the full legal name(s) of the Direct Owner(s) or controlling entity(s):

Full legal name:

For purposes herein, a “Direct Owner” is the entity that directly owns the legal entity of the Enrollment Broker, without any intermediaries.

Note that in any case where there is no higher-level owner (such as in the case of a mutual insurance company), then certain information on Attachment A-2 is still required; see Item 16(c) below.

14. Ownership chain.

a) Does the Direct Owner entity have a parent entity or controlling entity? If the ownership status box (a), (b), or

(f) above was selected, is/are the owner(s) listed under Item 13 above the Ultimate Owner(s) (as defined under Section A-2 Item 15) of the Enrollment Broker?

Direct Owner is the Ultimate Owner (i.e., the owner listed under Item 13 is not in turn privately held or controlled)

Direct Owner is not the Ultimate Owner (i.e., the owner listed under Item 13 is in turn privately held or controlled)

b) If the answer to (a) above indicates that the Direct Owner is not the Ultimate Owner, are there one or more entities between the Direct Owner and the Ultimate Owner (as defined in Item 15 below)?

Yes. No.

If yes, list the chain of ownership/control, on the attached page labeled as Attachment A-1. For each entity between the Direct Owner and the Ultimate Owner, provide: mailing address, phone number, website address (if any), name and title of top officer, state of incorporation, EIN (Employer Identification Number), and profit/non-profit organizational status indication. Also include this information for the Direct Owner.

15. Ultimate Owner’s name. The “Ultimate Owner” means the legal entity (or individual) that is the final and top-most owner (or controlling entity) of the Enrollment Broker, and is not owned/controlled by any other party or parties. That is to say, the Ultimate Owner(s) is/are either a publicly-traded corporation, or private person(s), a domain of a governmental body, or an independent non-profit foundation/charity (wherein the foundation does not in turn have one or more controlling members), etc. There may be one or more legal entities between the Direct Owner and the Ultimate Owner. For purposes herein, in the case of publicly-traded corporations listed on a stock exchange, the Ultimate Owner is considered to be the public corporation, rather than the stockholders who own shares in the public corporation, so long as no stockholder owns more than 20%, and no stockholder has effective control over the corporation.

If the answer to Item 14 above indicates that the Direct Owner is not the Ultimate Owner, then list the full legal name of the Ultimate Owner(s). (There should be more than one name only if the ultimate ownership is divided. If so, state the ownership share proportions. This should rarely be the case, such as joint ventures/partnerships.) If the answer to Item 14 above indicates that the Direct Owner is also the Ultimate Owner, then repeat the answer to Item 13 here.

Ultimate Owner (full legal name):

16. Description of Ultimate Owner. For the items below, use separate page(s) for each owner if there is more than one Ultimate Owner (i.e., divided ownership). If there is divided ownership, indicate if there is, or is not, any affiliation or any relationship as spouse, parent, child or sibling between any of the owners.

a) With respect to the Ultimate Owner(s) shown in Item 15, fill in all information on the attached page labeled as Attachment A-2.

b) Indicate if the Ultimate Owner(s) is (are) related as spouse, parent, child or sibling to any person or entity with a 5% or more ownership in any other Enrollment Broker or in any Medicaid provider.

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c) If the Enrollment Broker itself is the Ultimate Owner, Attachment A-2 must be completed with the information required in the following Item #s: 1, 9(b)(ii) & (iii), 10(c), 11, 12, 15(b), and 15(c)(i) & (ii).

17. Change in ownership or control. Indicate any changes with respect to either the Enrollment Broker or its Ultimate Owner. This would exclude normal market stock transactions for Enrollment Broker (or Ultimate Owners of Enrollment Broker) that are publicly-traded corporations listed on a stock exchange, assuming that the stock purchase or sale:

• does not result in a change of either the majority ownership, or of effective control of the corporation; and,

• with respect to any given buyer (or seller), represents transactions over time that aggregate to no more than 15% of the total stock of the entity.

a. Has there been a change in ownership or control within the last year?

Yes. No. If yes, give date:

and describe:

b. Do you anticipate any change of ownership or control within the next 12 months?

Yes. No. If yes, approximately when?

Describe:

18. Enrollment Broker Board of Directors elections for certain forms of ownership. Please answer and briefly describe the following if either box (e) ("Mutual insurance company") or (f) ("Other") was checked under Item 12 ("Type of Ownership") above:

a) How, and by whom, are Board Directors nominated?

b) Who votes on the election of Board Directors?

c) Do certain entities or individuals have more votes than other entities or individuals? Yes. No.

If Yes, describe.

d) Do the parties that vote receive some form of financial statements? Yes. No.

e) Who can remove a Board Director?

f) When was the last time, excluding resignations, a Board Director was removed?

g) What proportion of Board of Directors are outsiders?

h) How long, in number of years, is the average tenure of the present Board of Directors?

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i) What are the term lengths of Board membership?

j) Are Directors frequently re-appointed or re-elected at the end of their terms?

k) Do Board Directors receive any form of compensation or remuneration? Yes. No. If Yes, describe, including amounts or amount ranges, per year:

19. Enrollment Broker financial statements (this item does not refer to the Enrollment Broker’s owner).

a) Does the Enrollment Broker file financial statements with CMS, the Texas Department of Insurance (TDI), or the National Association of Insurance Commissioners (NAIC)? Yes. No.

b) Does the Enrollment Broker file IRS returns under its own name (as opposed to being included within the tax return of a parent), either in terms of an IRS Form 1120, Form 990, or other?

Yes. No

If Enrollment Broker checked “Tax-exempt” in Section A-1, Item #7(a), and is not part of a governmental entity, and does not file a Form 990, explain:

c) In addition to the above, and in addition to any cost reports or related financial deliverables submitted to HHSC, does the legal entity of the Enrollment Broker (excluding its owner) produce any other financial statements (income statement, balance sheet, cash flow statement, notes, management discussion, audit letters, etc.)?

Yes. No. If yes,

i) indicate frequency: annual only; annual & quarterly, but not monthly; monthly & annually

ii) indicate if they are audited: annually; no, or very infrequently; other (explain):

iii) indicate if any of these other financial statements are publicly disclosed: Yes. No. If yes, provide web URL that links directly to the latest financial statement, or, if not on the internet, provide report name, and the email, phone and contact name for obtaining copy:

20. Auditor. Provide the name, mailing address, main phone number, and website address of the Enrollment Broker’s audit firm. Also provide a contact name, with title, phone number, physical location, and email address. Indicate the approximate number of consecutive years (to the present) that the Enrollment Broker has used this audit firm as its primary financial auditor.

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21. Revenues, employees, offices, etc.

a) Total Enrollment Broker revenues from all sources during most recent 12 months:

b) Percentage of the total Enrollment Broker revenues that are from contracts with HHSC:

c) Total assets of the Enrollment Broker at the end of the most recent quarter:

d) Net equity [net worth] of the Enrollment Broker at the end of the most recent quarter:

“Tangible Net Worth” (i.e., Net Equity, less goodwill and other Intangible Assets) at the end of the most recent quarter: $

e) Approximate number of full-time employees, employed directly by the legal entity of the Enrollment Broker, across all contracts and business, at the end of the most recent quarter: .

[This would not include additional staff that may be anticipated.]

Approximate number of part-time employees and/or contract workers, employed or paid directly by the legal entity of the Enrollment Broker, across all contracts and business, at the end of the most recent quarter: .

Approximate number of employees and workers, employed or paid by the Enrollment Broker’s owner or another Affiliate, that are dedicated full time to the Enrollment Broker’s business, at the end of the most recent quarter: ,

f) Is the Enrollment Broker location listed in item 3 above the top headquarters of the Enrollment Broker?

Yes. No.

g) # of separate Enrollment Broker offices/facilities/locations in

Texas: US: .

h) Approx. total square footage of all Enrollment Broker offices/facilities/locations in

Texas: US: .

US Call Center facilities: number of separate facilities: ; total square feet:

current # of staff: total staff capacity:

i) Optional: Any comments or explanations regarding any of the responses in item 21 above:

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Section B. Parties-in-Interest - certain transactions.

“Parties-in-Interest” is a broad term that includes Affiliates as well as other entities and individuals that may not have an ownership connection. For example, the Enrollment Broker’s Parties-in-Interest includes all of the following (where such individuals may be associated with either the Enrollment Broker or any of its Affiliates): Board of Directors members, corporate officers, executives, partners, and the relatives of such individuals.

Since Medicaid and CHIP are funded in part by the Federal government, these programs are subject to various Federal rules, regulations, and laws. As such, contracting parties, such as the Enrollment Broker, as well as those who subcontract with Enrollment Broker, are subject to various disclosure (and other) requirements concerning Affiliates and the broader category of Parties-in-Interest. In addition to listing ownership and control information, other information is required concerning transactions with such parties that involve any of the following:

1. the leasing or sale of property;

2. mortgages, notes, and the lending of money or extension of credit;

3. rights to a percentage of profits; and

4. certain day-to-day business transactions [NOT REQUIRED AT PRESENT]

See the attached Attachments B-1 through B-3 (in landscape mode) for the format to report Affiliate and Parties-In- Interest transactions with respect to these classifications. Check each box above for which corresponding page is attached with a positive response.

Section C. Criminal convictions, or debarment/suspension.

If any of the questions below are answered "Yes," list names and addresses of individuals, corporations, or other entities on the page labeled Attachment C. Indicate the question number and the person’s (or organization’s) name, the type of conviction/exclusion, etc., and whether it is related to any program under Medicare, Medicaid, CHIP, Texas Health Steps Outreach and Informing or Title XX.

For purposes herein, “ownership or control” also encompasses having any rights to profits.

1. Criminal convictions.

a) Entities with ownership or control. Are there any individuals or organizations having a direct or indirect ownership or control interest of five percent or more of the Enrollment Broker (or of its subsidiaries, Direct Owner, or Ultimate Owner) that have been convicted of a criminal offense?

Yes. No.

b) Management and other individuals. With respect to the Enrollment Broker (including the Enrollment Broker’s subsidiaries, its parent, its Ultimate Owner, and any other Affiliates with whom the Enrollment Broker has transactions), are there any Board of Directors members, corporate officers, executives, partners, agents, or persons with employment contracts or consulting contracts over $125,000 that have ever been convicted of a criminal offense?

Yes. No.

c) Relatives of Individuals. With respect to the individuals inquired about in Item 1(b) above, do any of them have a spouse, parent, child or sibling that has been convicted of a criminal offense involving Medicaid, Medicare, or any government procurement, government contract, or regulatory filing or reporting?

Yes. No.

2. Debarment, suspension, or exclusion.

a) Employees and certain individuals. With respect to the Enrollment Broker (including the Enrollment Broker’s subsidiaries, its parent, its Ultimate Owner, and any other Affiliates with whom the Enrollment Broker has transactions), are there any Board of Directors members, corporate officers, executives, partners, agents, or persons with employment contracts or consulting contracts over $125,000 that have ever been debarred, suspended, or otherwise excluded (by law or by the government) from participating in any contract paid with Federal or State funds, or in government procurement activities under either:

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• the Federal Acquisition Regulation (FAR) [reference https://www.acquisition.gov/far/current/html/Subpart%209_4.html ], or

• Executive Order No. 12549 [reference 3 CFR 1986 Comp., p. 189]?

This would include any instance where the individual is or was listed on the Office of Inspector General List of Excluded Individuals and Entities (LEIE), the General Services Administration (GSA) Excluded Parties List System (EPLS), a state exclusion list, the Medicare exclusion database, or any similar list.

Yes. No.

See also the HHSC Certification regarding debarment, etc.

b) Relatives. With respect to the employees and individuals inquired about in Item 2(a) above, do any of them have a spouse, parent, child or sibling that has been debarred, suspended, or otherwise excluded (by law or by the government) from participating in any contract paid with Federal or State funds, or in government procurement activities (as further described in Item 2(a) above)?

Yes. No.

c) Subcontractors. Does the Enrollment Broker subcontract, or have any other relationship not already covered above, with any entity or individual that has disclosed to the Enrollment Broker that it has been (or that the Enrollment Broker knows or reasonably should have known that has been), debarred, suspended, or otherwise excluded (by law or by the government) from participating in any contract paid with Federal or State funds, or in government procurement activities (as further described in Item 2(a). above)?

Yes. No.

Section D. Largest non-affiliate subcontractors.

1. With respect to the magnitude of payments by the Enrollment Broker related to the HHSC contract(s), list below the name of the Enrollment Broker’s five largest contractor/subcontractor/ that are not Affiliated in any way with the Enrollment Broker. List in descending order of annual dollar payments to such entities, and provide the approximate annual value of payments to each. Also provide a brief name for the type of service provided by each subcontractor. Estimated amounts should be abbreviated to the nearest tenth of a million dollars (e.g., $3,125,000 = $3.1M):

Amt ($-M), Service Subcontractor Name (full legal name) a) b) c) d) e)

2. For each of the five entities named in Item D-1 above, list the full legal name of the ultimate owner of the subcontractor (these are the owners of the entities listed above; do not repeat the same names as in D-1):

a) b) c) d) e)

3. Relationships.

a.) Are any of the subcontractors listed in Item D-1 affiliated with each other in any way (where one is a subsidiary of the other, or wherein two of them share, directly or indirectly, a common parent, etc.)? This would include any situation wherein there is any person or entity with an ownership or controlling interest, directly or indirectly, in any of the subcontractors listed in Item 1 above, that also has an ownership or controlling interest, directly or indirectly, in one or more of the other subcontractors listed in Item D-1 above.

Yes. No.

RFP No. HHS0016867 Exhibit T https://www.acquisition.gov/far/current/html/Subpart%209_4.html http://www.epa.gov/isdc/eo12549.htm http://www.hhsc.state.tx.us/about_hhsc/Contracting/rfp_attch/DebarSuspension.pdf

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If Yes, indicate which subcontractors, the relationship, and the owning/controlling entity:

b.) Is there any person listed above in Section A-2, Item 10(a) (“Senior Executives and top Management, etc.”) that has an ownership or controlling interest, directly or indirectly, in any of the subcontractors listed in Item D-1 above?

Yes. No. If Yes, indicate which subcontractor(s) and which person(s) from Section A-2, Item 10(a):

c.) Is there any person or entity with an ownership or controlling interest, directly or indirectly, in any of the subcontractors listed in Item D-1 above, that also has an ownership or controlling interest, directly or indirectly, in the Enrollment Broker or any of the Enrollment Broker’s Affiliates?

Yes. No. If Yes, indicate which subcontractor(s), the relationship, and the owning/controlling entity:

Section E. Affiliate subcontractors and transactions.

1. List below the full legal names of ALL Affiliate entities with which the Enrollment Broker does business, for which any costs may be included in the invoices or cost reports submitted to HHSC, either directly, or indirectly via assessments, overhead rates, etc. Include all Affiliates that the Enrollment Broker has had such transactions with in the past twelve months, and all that the Enrollment Broker anticipates it will have transactions with in the next twelve months. Do not limit this list to five Affiliates; use additional pages as may be necessary. (If additional pages are used, include the top five in the space below.) Any Affiliate entities with annual transactions with the Enrollment Broker of less than $50,000 ($0.05M) may be excluded if the Enrollment Broker has five or more entities listed below.

Note that “Affiliate” is a contractually defined term; see the contract Terms & Conditions, in the Definitions section. For example, an Affiliate transaction will exist if the Enrollment Broker parent organization provides any sort of administrative services for the Enrollment Broker and assesses the Enrollment Broker for it (directly or indirectly), or if any Enrollment Broker staff whose salaries are included in the invoices or cost reports are technically employees of a different legal entity than that of the Enrollment Broker. If any Affiliates are inappropriately omitted from this list, Enrollment Broker transactions with such entities may be deemed to be unallowable costs on the invoices and cost reports.

List in descending order of annual dollar payments to such entities, and provide the approximate annual value of payments to each. Estimated amounts should be abbreviated to the nearest tenth of a million dollars ($-M).

Also provide a brief name for the type of service provided by the Affiliate (e.g., staffing services, payroll processing, space leasing services, accounting services, mailing/distribution services, etc.)

Amt ($-M) Service Subcontractor Name (full legal name) a) b) c) d) e)

2. For each Affiliate listed above, provide the Affiliate’s full address, and any DBAs used (if none, so state). If the Affiliate is owned or controlled by another entity, then list the full legal name of the Affiliate’s ultimate owner;

otherwise, state: “(not owned or controlled by another entity).” Provide the date of the most recent contract(s) between the Affiliate and the Enrollment Broker, as described in item E(1) above. Indicate if full and complete executed copies of all of the most recent such contracts have already been submitted to:

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HHSC - Medicaid/CHIP Services Department (MCS) - Contract Administration and Performance Management

- Enrollment Broker Contract Manager, with a copy to MCS Finance - Enrollment Broker Financial Analysis.

Any such contracts that already exist at the time of an RFP Proposal submission should be included with the Proposal.

Use additional separate pages if needed for this item. Note that submitting the “most recent contract,” as referenced below, would include submitting the latest pricing terms.

a) DBA, if any:

Name of Affiliate’s Ultimate Owner:

Affiliate’s address:

Date of most-recent contract with Affiliate:

Most recent contract submitted to MCS Contract Administration, & Finance? Yes. No.

b) DBA, if any:

Name of Affiliate’s Ultimate Owner:

Affiliate’s address:

Date of most-recent contract with Affiliate:

Most recent contract submitted to MCS Contract Administration, & Finance? Yes. No.

c) DBA, if any:

Name of Affiliate’s Ultimate Owner:

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Affiliate’s address:

Date of most-recent contract with Affiliate:

Most recent contract submitted to MCS Contract Administration, & Finance? Yes. No

d) DBA, if any:

Name of Affiliate’s Ultimate Owner:

Affiliate’s address:

Date of most-recent contract with Affiliate:

Most recent contract submitted to MCS Contract Administration, & Finance? Yes. No.

e) DBA, if any:

Name of Affiliate’s Ultimate Owner:

Affiliate’s address:

Date of most-recent contract with Affiliate:

Most recent contract submitted to MCS Contract Administration, & Finance? Yes. No.

Section F. Solvency issues, and other disclosures.

1. Potential solvency issues, and related indications.

a) Does the Enrollment Broker (or any of its subsidiaries, its Direct Owner, or Ultimate Owner) anticipate the possibility of filing for bankruptcy within the next 12 months?

Yes No. If yes, approximately when?

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b) Does the Enrollment Broker (or any of its subsidiaries, its Direct Owner, or Ultimate Owner) have, or anticipate having, any of the following in the next 12 months:

i) a negative net equity (net worth)?

Yes. No.

ii) a negative “tangible net worth” (defined herein as net equity, less goodwill and other intangible assets)?

Yes. No.

iii) total current liabilities that exceed total current assets?

Yes. No.

c) With respect to the Enrollment Broker (including its subsidiaries, its Direct Owner, and Ultimate Owner), and only with respect to items in excess of $250,000, are either of the two following items presently in effect: 1) a default on any covenants, terms, or conditions of any loans, notes, mortgages, or credit facilities; or 2) receipt of any (uncured or unresolved) legal Notification of Default?

Yes. No.

d) Has the audit firm of the Enrollment Broker (or the audit firm(s) of any of the Enrollment Broker’s subsidiaries, its Direct Owner, or Ultimate Owner) issued in any audit or set of financial statements in the last 12 months:

i) a “going concern” statement or warning? This includes any similar statement made by the Enrollment Broker (or any of its subsidiaries, its Direct Owner, or Ultimate Owner) in a regulatory filing or in a report to shareholders or owners.

Yes. No.

ii) a qualified opinion?

Yes. No.

e) In the last three years, has any audit firm of the Enrollment Broker (or the audit firm(s) of any of the Enrollment Broker’s subsidiaries, its Direct Owner, or Ultimate Owner) resigned, been terminated or replaced, gone out of business, been sued or served adversarial legal correspondence by the Enrollment Broker or one of its Affiliates or agents, or refused to issue a written opinion satisfactory to the audited entity?

Yes. No.

f) In the last two years, has the Enrollment Broker suffered losses to such an extent that the Enrollment Broker has had to (or anticipates that it may have to) seek or obtain capital infusion(s), lines of credit, asset sales, parental loans or other assistance, or other sources of supplemental operating cash?

Yes. No.

g) In the last 12 months, on a cumulative basis, has the Enrollment Broker, or its Direct Owner or Ultimate Owner, reduced its total organizational headcount (including contract workers, etc) by 15% or more?

Yes. No.

h) Is any item within items a) through g) above checked “Yes”? Yes. No. (Enter response here, and also in Section A-1, Summary, item 17.)

i) Metrics. As of the end of the most recent quarter, supply the following amounts:

i) “Tangible Net Worth” (Net Equity less Intangible Assets):

Enrollment Broker $ ; Ultimate Owner: $

ii) Ratio of Current Assets to Current Liabilities - EB ; Ultimate Owner

iii) Balance of unrestricted Cash & Equivalents - EB $ ; Ultimate Owner $

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iv) The cash balances above are equivalent to how many days of Payables? -

Enrollment Broker ; Ultimate Owner

v) Accounts Receivable that are over 90 days past due -

Enrollment Broker $ Ultimate Owner $

vi) Was Cash Flow negative in total for the last quarter? Answer Yes or No:

Enrollment Broker Ultimate Owner

vii) Ratio of Tangible Net Worth to average monthly Revenues -

Enrollment Broker Ultimate Owner

viii) Percent of Payables $ that are over 45 days old -

Enrollment Broker % Ultimate Owner %

ix) Total amount of loans outstanding to, and amounts receivable from, officers / owners - Enrollment Broker $ Ultimate Owner $

x) Total capital distributions in the last twelve months -

Enrollment Broker $ Ultimate Owner $

Note: This item i) above is NOT subject to the “as occurs” requirements for reporting in a Change Notification. However, HHSC may request an update of this information at any time, including regular quarterly or monthly submissions.

j) With respect to the Enrollment Broker, its Direct Owner, or Ultimate Owner, are you presently in dispute with respect to any debt, actual or alleged, that may be owed to a third party, and is in excess of the lesser of 1) one month’s revenues, or 2) $500,000?

Yes No. If Yes, state amount(s), and the opposing party(s):

k) With respect to the Enrollment Broker, its Direct Owner, or Ultimate Owner, are you presently engaged in, or anticipating the possibility of being engaged in, any legal action or governmental action or investigation against you, with respect to any matter, actual or alleged, that may result in liability to a third party, and is in excess of the lesser of 1) one month’s revenues, or 2) $1,000,000?

Yes. No. If Yes, state amount(s), and the opposing party(s):

2. [This item left blank.]

3. Ownership or controlling interest in certain non-Medicaid entities. Is there any person or entity with an ownership or controlling interest in the Enrollment Broker that also has an ownership or controlling interest in an entity that does not participate in Medicaid but is still required to disclose certain ownership and control information due to participation in a program established under titles V, XVIII, or XX of the Social Security Act?

Yes. No.

If yes, indicate each such entity’s name. Use an additional page if needed.

4. Other disclosures. If the Enrollment Broker believes that there is anything else that may be material to disclosure or ownership/control issues, or that would be needed in order to avoid being possibly misleading, please provide

ENROLLMENT BROKER, HHSC DISCLOSURE STATEMENT, P a g e | 17 information on the attached page labeled as Attachment F. The Enrollment Broker may also use this attachment if it wishes to provide clarifications, explanations, additional information, etc., on any topic in this document. Any such submission cannot be in lieu of other information required herein. Enrollment Broker may not state “see Attachment G” (or any other exhibit or attachment) as the primary answer or response to a question.

Check here if such supplementary Attachment is attached with a positive response.

Section G. List of Attachments included.

Note: All Attachments must be affixed, even if the response is a negative one (i.e., nothing to report). Do not leave an Attachment blank; if there is nothing to report, so indicate on the Attachment.

Attachment Section # Reference Attachment t name

A-1 A-2.14.b. Chain of Ownership

A-2 A-2.16. Description of Ultimate Owner

B-1 B.1. Parties-In-Interest: leasing or sale of property

B-2 B.2 Parties-In-Interest: mortgages, notes, and the lending of money or extension of credit

B-3 B.3. Parties-In-Interest: rights to a percentage of profits n/a n/a Parties-In-Interest: certain day-to-day business transactions [NOT REQUIRED AT PRESENT]

C C Criminal convictions, or debarment/suspension

F F.4. Other disclosures

(any other attachments or extra pages provided; describe):

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Section H. Signed Attestation.

I hereby attest that the information contained in this HHSC Disclosure Statement, including the enclosed Attachments, is complete, comprehensive, accurate, and not misleading, to the best of my knowledge.

Legal Signature: ______________________________________

Printed name:

Date signed:

Title:

(must be Chief Executive Officer, or the Enrollment Broker’s equivalent; may not be delegated)

On behalf of:

(Enrollment Broker’s full legal name)

WHOEVER KNOWINGLY AND WILLFULLY MAKES OR CAUSES TO BE MADE A FALSE STATEMENT OR REPRESENTATION OF THIS STATEMENT, MAY BE PROSECUTED UNDER APPLICABLE FEDERAL OR STATE LAWS. IN ADDITION, KNOWINGLY AND WILLFULLY FAILING TO FULLY AND ACCURATELY DISCLOSE THE INFORMATION REQUESTED MAY RESULT IN DENIAL OF A REQUEST TO PARTICIPATE, OR WHERE THE ENTITY ALREADY PARTICIPATES, A TERMINATION OF ITS

AGREEMENT OR CONTRACT WITH THE STATE AGENCY.

[SEE ATTACHMENTS INCLUDED FOLLOWING THIS PAGE.]

ENROLLMENT BROKER, HHSC DISCLOSURE STATEMENT, ATTACHMENT A-1

ATTACHMENT A-1 – CHAIN OF OWNERSHIP

(Reference: Section A-2, Item 14 of the HHSC Disclosure Statement.)

If the Direct Owner is not the Ultimate Owner, and, there are one or more entities between the Direct Owner and the Ultimate Owner (as defined in A-2, Item 15. above), then list on this attachment the chain of ownership. If such is not the case, state so here:

The Direct Owner of the Enrollment Broker is the Ultimate Owner. There are no entities between the Direct Owner of the Enrollment Broker and the Ultimate Owner.

Otherwise, for each entity between the Direct Owner and the Ultimate Owner, and starting with the Direct Owner, provide below the following information: mailing address, phone number, web-site address (if any), name and title of top officer, state of incorporation, Employer Identification Number (EIN), and profit/non-profit organizational status indication. If ownership share is less than 100%, note the share, the name of the entity holding the remainder; and provide the information described in this paragraph for the entity.

ENROLLMENT BROKER, HHSC DISCLOSURE STATEMENT, ATTACHMENT A-2

ATTACHMENT A-2 – DESCRIPTION OF ULTIMATE OWNER

(Reference: Section A-2, Item 16 of the HHSC Disclosure Statement)

1. Full legal name of the Ultimate Owner of the Enrollment Broker (as defined in Section A-2, Item 15):

2. DBA, trade name(s), abbreviation, nickname, acronym, former name(s), stock ticker symbol, etc (list any and all, if different from legal name):

3. Primary street (physical) address of Ultimate Owner, including zip code, area code and main phone number:

4. Primary mailing address of Ultimate Owner, if different from physical address:

5. Web site address(es) of Ultimate Owner (list any and all home-page URLs, excluding those of subsidiaries):

6. a) State of incorporation of Ultimate Owner:

b) Ultimate Owner’s EIN (Employer Identification Number):

7. Legal status of Ultimate Owner: For-Profit Tax-exempt (aka “non-profit”)

* Note: Items #8, 9, & 10 below are not subject to the “as changes may occur” notification requirement.

8. Employees (as of the most recent quarter end):

Total number of employees and workers (in the broadest sense, including all wholly-owned subsidiaries):

9. Revenues (as of the most recent quarter end):

a) Annual revenues of Ultimate Owner in the last 12 months (all lines and sources of business and funds, operating and non-operating, including the Enrollment Broker and all other subsidiaries):

b) Percentage of the Ultimate Owner’s total revenues that are:

i. contributed by the Enrollment Broker: %

ii. derived from Medicaid/CHIP full-risk capitated managed care: % (all subsidiaries, all states).

iii. derived in Texas: % (all subsidiaries, all forms of business; includes the EB).

10. Assets and Equity for all lines and sources of business, including the Enrollment Broker and all other . subsidiaries:

a) Total assets of the Ultimate Owner (nearest preceding quarter-end): $

b) Net Equity (net worth) of the Ultimate Owner: $

c) “Tangible Net Worth” (i.e., net equity, less goodwill and other intangible assets; calculate from other balance sheet items as may be necessary): $ (Note: Item (c) should be less than item

(b), unless Enrollment Broker has no intangible assets, including no goodwill.)

d) Date corresponding to the above balance sheet amounts: $

11. Types of business. Other businesses in which the Ultimate Owner engages or receives funds, . directly or via subsidiaries (check all that may apply):

providing similar services as in the Enrollment Broker Contract, for other state Medicaid agencies providing similar services as in the Enrollment Broker Contract, for the federal government or local governmental entities providing Call Center services for commercial entities providing mailing services for commercial entities providing transaction processing services and/or financial services for commercial entities non-capitated Texas Medicaid (incl. 1115 Waiver, Fee-for-Service, DSH, UPL, PCCM, etc.)

capitated full-risk Medicaid/CHIP managed care in other states; if so, total # of states (incl. TX):

hospital services (owns, leases, and/or operates one or more hospitals) physician services (directly employs groups of doctors, separate from a hospital) other medical provider diagnostic, or treatment services (non-hospital facilities or group practices) vision network behavioral health network dental network pharmacy benefit management or pharmacy network medical transportation, ambulance services, or med-evac flights, etc.

nursing home, assisted living, Alzheimer’s facilities, special needs residential facilities, senior day care, in-home care, or senior residential facilities

Medicare and/or other government healthcare (Federal employees/retirees, military, prisons, etc) commercial health insurance to corporations, organizations, groups, or individuals claims processing or other administrative/management services for one or more unaffiliated health insurance companies other insurance, excluding health insurance (e.g., life, car, disability, property, liability, etc.)

reinsurance healthcare-related or insurance-related consulting, research, data analysis, or similar services durable medical equipment, medical supplies, or related goods or products services (or products) that are not related to healthcare or insurance other (please describe) (note that, for a holding company, describe here and above what activities the components of the holding company engage in):

12. Financial statement reports.

a) Does the Ultimate Owner file, complete, or otherwise have its financials included in (check all boxes that apply; for each checked, list usual month that the item is filed):

i) SEC Form 10-K (Annual Report; generally for publicly-traded for-profit companies); if so, usual filing month:

ii) IRS Form 990 (Return of Organization Exempt from Income Tax); if so, usual filing month:

If Ultimate Owner is checked as “Tax-exempt” in Item #7 above, and is not part of a governmental entity, and does not file a Form 990, explain:

iii) IRS Form 1120 (US Corporation Income Tax Return), or 1120-S or other version; if so, usual filing month:

iv) County Hospital District annual financial statements (e.g., independent accountants’ or auditors’ report); if so, usual filing month(s):

v) County Comprehensive Annual Financial Report; if so, usual filing month:

vi) Federal Health Plan Management System (HPMS) Fiscal Soundness Module (FSM)

vii) National Association of Insurance Commissioners (NAIC); if so, usual filing month:

viii) any other annual report or report to the community, etc; if so, usual filing month:

ix) financial statements (different than above) to shareholder(s), policy holders, or any owner(s), creditor(s), regulatory agency or authority, employees, or other stakeholder(s); if so, usual filing month(s):

b) If Items (viii) or (ix) above are checked, name and briefly describe the statements or reports, and any classification of individuals or entities that they may be distributed to:

c) Which items checked above are publicly disclosed?

. If not available on the internet, provide email, phone and contact name for obtaining copy:

d) With respect to the answer provided in Section A-1, Item #15, if “none of these” was checked, please explain why none of the listed filings is applicable:

13. Auditor.

a) Provide the firm name, mailing address, main phone number, and website address for the Ultimate Owner’s current audit firm:

b) Has this same audit firm audited the Ultimate Owner for at least the last three consecutive years?

Yes. No.

c) What is the date of the end of the Ultimate Owner’s fiscal year?

d) In what month are the Ultimate Owner’s annual financial statements generally completed?

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