2020-11-04T03:35:38-06:00 2019-12-31 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 11753 990 2019-01-01 113153422 NEW YORK STATE CATHOLIC HEALTH PLAN INC NEWY 2123711011 1011 FIRST AVENUE NEW YORK NY 10022 WILLIAM WHISTON DIRECTOR/CEO 2123711011 2020-10-24 1 CHRISTINE KAWECKI P00743140 5169187000 67.84.157.189 2020-11-02 10:15:38 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 F2BFCE429524DA3D972EF686007B44A9AF64C05D 2019 2021-01-29 14:40:06Z FIDELIS LEGACY PLAN WILLIAM WHISTON 1011 FIRST AVENUE NEW YORK NY 10022 862520233 0 X WWW.FIDELISCARE.ORG X 1993 NY TO PROMOTE HEALTH THROUGH QUALITY, ACCESSIBLE CARE AND SERVICES TO THE COMMUNITY, ESPECIALLY TO THE POOR AND UNDERSERVED; TO PROMOTE HEALTH EDUCATION AND PREVENTATIVE MEDICINE. X 7 7 0 0 0 0 28798 0 6057599639 846046910 2531177702 6987884 42093130 3319587 8630899269 856354381 959824 150000 5368130636 748457656 257366923 0 0 0 0 1651676414 110814437 7278133797 859422093 1352765472 -3067712 742358929 506752403 585190669 503135855 157168260 3616548 X NEW YORK STATE CATHOLIC HEALTH PLAN, INC. STRIVES TO PROMOTE HEALTH THROUGH QUALITY, ACCESSIBLE CARE AND SERVICES FOR ALL; TO JOIN IN PARTNERSHIP WITH HEALTH PROFESSIONALS TO ASSIST THEM IN THEIR HEALING WORK; TO ACT AS A FACILITATOR TO BUILD LINKAGES AND SYSTEMS FOR THE COORDINATION OF CARE AND SERVICES AMONG HEALTHCARE, BEHAVIORAL AND SOCIAL SERVICES, AS WELL AS EDUCATORS AND RELIGIOUS LEADERS, TO ADDRESS THE SPIRITUAL, EMOTIONAL AND PHYSICAL NEEDS OF THOSE IT SERVES; TO ADVOCATE FOR A HEALTH POLICY THAT ACCORDS TRUE DIGNITY AND RESPECT FOR ALL HUMAN PERSONS, ESPECIALLY THE POOR AND UNDERSERVED. 0 1 754453131 142522 803850424 MEDICARE ADVANTAGE PROGRAM IS A PROGRAM AVAILABLE TO ADULTS AGED 65 AND OVER WHO ARE ELIGIBLE UNDER MEDICARE. BENEFICIARIES MAY CHOOSE TO USE PRIVATE PAY OPTIONS, ESTABLISH MEDICAL SAVINGS ACCOUNT, USE MANAGED CARE PLANS SUCH AS NYSCHP, OR JOIN PROVIDER-SPONSORED PLAN. AS OF DECEMBER 31, 2019, NYSCHP SERVED APPROXIMATELY 72,000 MEDICARE ADVANTAGE PROGRAM BENEFICIARIES UNDER REINSURANCE ARRANGEMENTS WITH HALLMARK LIFE INSURANCE COMPANY. 7104047 1309 7386370 MEDICAID ADVANTAGE PLUS IS A FULL-RISK MANAGED LONG-TERM CARE PROGRAM FOR INDIVIDUALS 18 YEARS OF AGE AND OLDER WITH MEDICARE AND MEDICAID COVERAGE WHO HAVE A CHRONIC ILLNESS OR DISABILITY. MEMBERS MUST BE IN NEED OF LONG-TERM CARE SERVICES AND MAY NEED CARE TYPICALLY GIVEN IN A NURSING HOME. AS OF DECEMBER 31, 2019, NYSCHP SERVED APPROXIMATELY 90 MEDICAID ADVANTAGE PLUS PROGRAM BENEFICIARIES UNDER REINSURANCE ARRANGEMENTS WITH HALLMARK LIFE INSURANCE COMPANY. 15070692 6169 34810116 OTHER THAN MEDICARE ADVANTAGE, WHICH PROVIDES MEDICARE BENEFITS THROUGH A PRIVATE HEALTH INSURER, THE OTHER MEDICARE RELATED PRODUCTS (MEDICARE ADVANTAGE D-SNP, MEDICARE ADVANTAGE PLUS, AND MEDICAID ADVANTAGE PLUS) ARE PROGRAMS FOR THOSE WHO MEET ELIGIBILITY REQUIREMENTS FOR BOTH MEDICARE AND MEDICAID AND ARE ENROLLED IN BOTH PROGRAMS. AS OF DECEMBER 31, 2019, NYSCHP SERVED APPROXIMATELY 1,300 MEDICARE RELATED PRODUCTS BENEFICIARIES UNDER REINSURANCE ARRANGEMENTS WITH HALLMARK LIFE INSURANCE COMPANY. 776627870 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 7 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X WILLIAM WHISTON 6467942939 1011 FIRST AVENUE NEW YORK NY 10022 X X DEACON FRANK J THOMAS MD CHAIRMAN OF THE BOARD 1.00 0.00 X X 0 0 0 JACK BALINSKY DIRECTOR 1.00 0.00 X 0 0 0 JOHN J HURLEY DIRECTOR 1.00 0.00 X 0 0 0 MARY THOMPSON DIRECTOR/SECRETARY 1.00 0.00 X X 0 0 0 MICHAEL J TOOLEY DIRECTOR 1.00 0.00 X 0 0 0 THOMAS DOODIAN DIRECTOR/TREASURER 1.00 0.00 X X 0 0 0 WILLIAM WHISTON DIRECTOR/CEO 1.00 0.00 X X 0 0 0 PATRICK J FRAWLEY PLAN PRESIDENT 1.00 0.00 X 0 0 0 0 0 0 0 0 0 0 LOEB & LOEB LLP 345 PARK AVENUE NEW YORK NY 10154 LEGAL COUNSEL/SERVICES 666833 CUSHMAN & WAKEFIELD US INC 55 WESTPORT PLZ STE 500 ST LOUIS MO 63146 ADMIN & MAINT. 617140 ABM BUILDING SERVICES LLC PO BOX 419860 BOSTON MA 02241 JANITORIAL & CLEANING SERVICES 574434 DELOITTE & TOUCHE LLP 4152 COLLECTION CENTER DRIVE CHICAGO IL 60693 AUDIT & TAX SERVICES 395332 ALLIED BARTON SECURITY PO BOX 828854 PHILADELPHIA PA 19182 SECURITY 271795 7 MEDICARE ADVANTAGE 524114 803850424 803850424 DUAL ADVANTAGE 524114 23667577 23667577 EXCHANGE 524114 11142539 11142539 MEDICAID ADVANTAGE PLU 524114 7386370 7386370 846046910 6987884 6987884 9485439 6165852 3319587 3319587 3319587 856354381 846046910 0 10307471 150000 150000 748457656 748457656 52952863 52952863 2604994 2604994 349261 349261 1218421 1218421 15285443 15285443 7422247 7422247 67168 67168 REINSURANCE 28020214 28020214 LITIGATION SETTLEMENTS 1604000 1604000 EXCISE TAX 1154683 1154683 FEDERAL TAXES 128289 128289 6854 6854 859422093 776627870 82794223 0 X 11015680 6752403 731343249 500000000 742358929 506752403 1197106 3135855 583993563 500000000 585190669 503135855 X 157168260 3616548 0 0 157168260 3616548 742358929 506752403 X -3067712 -150484000 X 0 1 X 1 0 X 470690 896865 415749 28798 0 1812102 6469839473 8422090289 9717643812 6144880542 846046910 31600501026 6470310163 8422987154 9718059561 6144909340 846046910 31602313128 0 0 0 31602313128 16525457 21015784 34066417 31458692 6987884 110054234 16525457 21015784 34066417 31458692 6987884 110054234 -10983 50142 174164 581642421 9485439 591341183 6486824637 8444053080 9752300142 6758010453 862520233 32303708545 0.97830 0.98090 0.00340 0.00330 X 0 OTHER RECEIVABLES 500000000 500000000 DUE TO THIRD PARTIES 500000000 500000000 856354381 0 856354381 0 856354381 859422093 0 859422093 0 859422093 1 THE ALFRED SMITH MEMORIAL FOUNDATION 1011 FIRST AVENUE SUITE 1400 NEW YORK NY 10022 131553263 501(C)(3) 150000 0 CASH SEE PART IV 1 0 PART I, LINE 2: RECIPIENTS OF GRANT AWARDS UNDER THE COMMUNITY GRANT FUND ARE REQUIRED TO PROVIDE PERIODIC UPDATES ON THE ACCOMPLISHMENTS OF THE GRANT AND DISBURSEMENTS. IT IS THE RESPONSIBILITY OF THE GRANT RECIPIENT TO ENSURE THAT THE GRANT IS USED FOR THE PURPOSE(S) STATED IN THE ORIGINAL APPLICATION. NYSCHP HAS MONITORED GRANT USAGE BY CORRESPONDENCE, TELEPHONE OR SITE VISITS. AN EVALUATION OF THE PROJECT IS REQUIRED UPON THE GRANTEE'S COMPLETION. NON-COMPLIANCE WITH THESE GUIDELINES MAY RESULT IN A REQUEST FOR RETURN OF THE FUNDS IN QUESTION OR INELIGIBILITY OF THE ORGANIZATION FOR FUTURE GRANTS FROM NYSCHP. SCHEDULE I, PART II, COLUMN H SINCE 2004, THE PURPOSE OF NYSCHP COMMUNITY GRANT FUND HAS BEEN TO OFFER SUPPORT ANNUALLY THROUGH CHARITABLE CONTRIBUTIONS TO SELECTED TAX-EXEMPT NONPROFIT ORGANIZATIONS THAT SHARE SIMILAR MISSIONS AND VALUES OF SERVICE TO LOW-INCOME VULNERABLE INDIVIDUALS. PROPOSALS ARE EVALUATED ON THEIR RELEVANCE TO NYSCHP'S MISSION OF CARING FOR THE NEEDS AND CONCERNS OF THE POOR AND MEDICALLY UNDERSERVED IN CONSULTATION WITH NYSCHP'S MEMBERS. THE TOTAL AMOUNT DISTRIBUTED EACH YEAR HAS BEEN APPROVED BY THE BOARD OF DIRECTORS AND DISTRIBUTED IN ACCORDANCE WITH THE APPROVED BOARD POLICY. IN ADDITION TO THE GRANTS MADE THROUGH ITS COMMUNITY GRANT FUND, NYSCHP HAS PROVIDED SUPPORT THROUGH CHARITABLE CONTRIBUTIONS THROUGH ITS CATHOLIC SCHOOLS GRANT INITIATIVE TO SELECTED CATHOLIC SCHOOLS OR DIOCESAN SCHOOL SYSTEMS IN THEIR EFFORT TO IMPROVE THE HEALTH STATUS OF CHILDREN AND THEIR FAMILIES. LASTLY, NYSCHP HAS MADE CHARITABLE DONATIONS TO ORGANIZATIONS CLASSIFIED AS TAX-EXEMPT NONPROFIT ORGANIZATIONS UNDER STATE AND FEDERAL LAW THAT WORK WITH NYSCHP TO SUPPORT ITS MISSION. REGO PARK OFFICE TOWER, LLC 2019-09-30 136581000 BOOK VALUE 830590263 MOTHER CABRINI HEALTH FOUNDATION INC 777 THIRD AVENUE SUITE 2301 NEW YORK NY 100171401 501(C)(3) CASH AND CASH EQUIVALENTS 2019-09-30 13903000 BOOK VALUE 830590263 MOTHER CABRINI HEALTH FOUNDATION INC 777 THIRD AVENUE SUITE 2301 NEW YORK NY 100171401 501(C)(3) 0 0 0 0 PART II, LINE 1 ON SEPTEMBER 30, 2019, NYSCHP TRANSFERRED ITS ONE HUNDRED PERCENT MEMBERSHIP INTEREST IN REGO PARK OFFICE TOWER, LLC, A NEW YORK LIMITED LIABILITY COMPANY, TO THE MOTHER CABRINI HEALTH FOUNDATION, INC., A NEW YORK NOT-FOR-PROFIT CORPORATION WHICH RECEIVED SUBSTANTIALLY ALL OF NYSCHP'S ASSETS FOLLOWING THE SALE TRANSACTION WITH CENTENE. FORM 990, PART III, LINE 3 ON JULY 2, 2018, UPON REGULATORY APPROVAL, NYSCHP SOLD SUBSTANTIALLY ALL OF ITS OPERATIONS, ASSETS AND LIABILITIES RELATING TO ITS INSURANCE BUSINESS, INCLUDING ITS SUBSIDIARY SALUS ADMINISTRATIVE SERVICES, INC. (SALUS), TO CENTENE CORPORATION (CENTENE) IN ACCORDANCE WITH THE TERMS OF THE ASSET PURCHASE AGREEMENT ("APA") ENTERED INTO IN SEPTEMBER 2017 BY BOTH PARTIES. AS A RESULT OF THE SALE, NYSCHP CEASED CONDUCTING THE FOLLOWING PROGRAMS: THE MEDICAID MANAGED CARE PROGRAM (MEDICAID), CHILD HEALTH PLUS, FIDELIS CARE AT HOME, HEALTH AND RECOVERY PLAN ("HARP") AND THE ESSENTIAL PLAN PROGRAM. NYSCHP'S INDIVIDUAL COMMERCIAL MARKET PRODUCTS (INCLUDING QUALIFIED HEALTH PLANS) AND MEDICARE PRODUCTS (MEDICARE ADVANTAGE, MEDICARE ADVANTAGE D-SNP, MEDICARE ADVANTAGE PLUS, AND MEDICAID ADVANTAGE PLUS) WERE NOT IMMEDIATELY TRANSFERRED TO CENTENE. THE INDIVIDUAL COMMERCIAL MARKET PRODUCTS (INCLUDING QUALIFIED HEALTH PLANS) WERE TRANSFERRED TO CENTENE EFFECTIVE JANUARY 1, 2019 TO ACCOMMODATE THE ANNUAL OPEN ENROLLMENT PERIOD CYCLE FOR ENROLLEES. WITH REGARD TO THE MEDICARE AND MEDICARE-RELATED PRODUCTS, THE NOVATION OR ASSIGNMENT OF THE CONTRACTS RELATED TO THESE PRODUCTS IS SUBJECT TO APPROVAL BY THE CENTERS FOR MEDICARE & MEDICAID SERVICES, WHICH IS EXPECTED TO OCCUR PRIOR TO JANUARY 1, 2021. ACCORDINGLY, CONCURRENTLY WITH THE SALE TO CENTENE, NYSCHP ENTERED INTO REINSURANCE AGREEMENTS WITH HALLMARK LIFE INSURANCE COMPANY, AN AFFILIATE OF CENTENE, TO PROVIDE FOR 100% REINSURANCE OF THE LIABILITIES UNDER THESE PROGRAMS. THE REINSURANCE AGREEMENTS PROVIDE THAT DURING THE TIME BETWEEN CLOSING OF THE SALE AND THE DATE OF TRANSFER OF THE REMAINING BUSINESS, AN EXISTING CENTENE SUBSIDIARY COMPANY, HALLMARK LIFE INSURANCE COMPANY, WILL REINSURE 100% OF THE FINANCIAL LIABILITIES RELATING TO NYSCHP'S MEDICARE BUSINESS (INCLUDING CERTAIN MEDICARE-RELATED PRODUCTS) AND NYSCHP'S INDIVIDUAL PRODUCTS (INCLUDING QUALIFIED HEALTH PLANS) PRODUCTS IN ACCORDANCE WITH THE REINSURANCE AGREEMENTS. IN CONNECTION WITH THE REINSURANCE AGREEMENTS AND IN LIGHT OF THE ASSUMPTION BY CENTENE OF ALL ECONOMIC RISK RELATING TO THE MEDICARE, MEDICARE-RELATED AND INDIVIDUAL COMMERCIAL PRODUCTS, NYSCHP ALSO ENTERED INTO A MANAGEMENT AGREEMENT WITH THE CENTENE AFFILIATES SALUS ADMINISTRATIVE SERVICES, INC., CENTENE MANAGEMENT COMPANY, LLC, AND CENTENE COMPANY OF NEW YORK WHEREBY THE CENTENE AFFILIATES WOULD ASSUME ALL ADMINISTRATIVE AND OPERATIONAL RESPONSIBILITY FOR THESE PRODUCTS UNTIL THEY ARE FINALLY TRANSITIONED TO CENTENE. FORM 990, PART VI, SECTION A, LINE 2: WILLIAM E. WHISTON, A DIRECTOR OF NYSCHP, IS THE CHIEF FINANCIAL OFFICER OF THE ARCHDIOCESE OF NEW YORK. THE ARCHBISHOP OF NEW YORK SERVES AS THE PRESIDENT OF THE MEMBERSHIP OF NYSCHP. FORM 990, PART VI, SECTION A, LINE 3 PURSUANT TO A TRANSITION SERVICES AGREEMENT ("TSA") EXECUTED BETWEEN CENTENE MANAGEMENT COMPANY, LLC ("CMC") AND NEW YORK STATE CATHOLIC HEALTH PLAN, INC. ("NYSCHP"), DATED JULY 2, 2018, CMC AGREED TO PROVIDE CERTAIN SERVICES TO NYSCHP THAT ARE SPECIFICALLY SET FORTH IN SCHEDULE A OF THE TSA. THE SERVICES INCLUDED INFORMATION TECHNOLOGY; HUMAN RESOURCES; ACCOUNTING; FINANCE; TREASURY; AUDITS; LEGAL; COMPLIANCE; TAX; INTERNAL REVENUE SERVICE FILINGS AND LOGISTICS; OPERATIONS, AND SOURCING. UNDER THE TERMS OF THE TSA, CMC ALONE WAS REIMBURSED FOR ANY SERVICES THAT CMC PERSONNEL PROVIDED TO NYSCHP PURSUANT TO THE COST SCHEDULE SET FORTH IN SCHEDULE A OF THE TSA. THUS, NO CURRENT OR FORMER OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES (HEREINAFTER, COLLECTIVELY, THE "EMPLOYEES") LISTED IN PART VII, SECTION A OF FORM 990 RECEIVED ANY COMPENSATION FROM NYSCHP FOR THE SERVICES ANY OF THE EMPLOYEES PROVIDED TO NYSCHP. MOREOVER, NONE OF THE EMPLOYEES LISTED IN PART VII, SECTION A OF FORM 990 RECEIVED COMPENSATION FROM CMC FOR THE SERVICES PROVIDED TO NYSCHP. IN ADDITION, PURSUANT TO A MANAGEMENT SERVICES AGREEMENT ("MSA") EXECUTED BETWEEN NYSCHP, CMC, SALUS ADMINISTRATIVE SERVICES ("SALUS") AND CENTENE COMPANY OF NEW YORK LLC ("CCNY"), DATED AS OF JULY 1, 2018, CMC, CCNY AND SALUS AGREED TO ASSUME RESPONSIBILITY FOR THE OPERATIONS OF NYSCHP'S INDIVIDUAL COMMERCIAL PRODUCTS AND MEDICARE PRODUCTS UNTIL THEY WERE TRANSITIONED TO CENTENE. THE SCOPE OF MANAGEMENT AND ADMINISTRATIVE SERVICES PROVIDED UNDER THE MSA INCLUDES, AMONG OTHER THINGS: UTILIZATION REVIEW SERVICES; PERSONNEL SERVICES; CLAIMS ADMINISTRATION; QUALITY ASSURANCE; BILLING AND COLLECTIONS; MARKETING; FINANCIAL SYSTEMS AND SERVICES; AND ACTUARIAL SERVICES. UNDER THE TERMS OF THE MSA, CMC ALONE WAS REIMBURSED FOR SERVICES PROVIDED BY CMC, SALUS AND CCNY TO NYSCHP PURSUANT TO THE "PER MEMBER PER MONTH" SCHEDULE SET FORTH IN THE MSA. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS MEMBERS. THE MEMBERSHIP OF THE ORGANIZATION SHALL BE LIMITED TO THE DIOCESAN BISHOPS OF THE STATE AND THE ECCLESIASTICAL PROVINCE OF NEW YORK. FORM 990, PART VI, SECTION A, LINE 7A THE ORGANIZATION IS A MEMBERSHIP CORPORATION UNDER THE NEW YORK NOT-FOR-PROFIT CORPORATION LAW (THE "N-PCL"). THE ORGANIZATION'S MEMBERS ELECT ITS BOARD OF DIRECTORS AND, AS MEMBERS OF A NEW YORK NOT-FOR-PROFIT CORPORATION, POSSESS CERTAIN OTHER POWERS UNDER THE N-PCL. FURTHERMORE, THE ORGANIZATION'S BY-LAWS, WHICH ARE FILED WITH THE NEW YORK STATE DEPARTMENT OF HEALTH ("NYSDOH"), DEFINE THE FOLLOWING RESERVED POWERS OF THE MEMBERS: (I) THE INTERPRETATION OF THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES TO WHICH THE ORGANIZATION, AS A FAITH-BASED ORGANIZATION, IS SUBJECT; (II) APPROVAL OF THE MISSION STATEMENT; (III) STANDING TO ENSURE THE ORGANIZATION'S COMPLIANCE WITH ITS PHILOSOPHY AND MISSION STATEMENT; (IV) APPROVAL OF AMENDMENTS TO THE ORGANIZATION'S CERTIFICATE OF INCORPORATION AND BY-LAWS; (V) APPROVAL OF CERTAIN TRANSACTIONS INVOLVING REAL PROPERTY; (VI) APPROVAL OF CERTAIN ACTIONS BY THE ORGANIZATION WHEN ACTING AS A SHAREHOLDER OR MEMBER OF ANOTHER ENTITY; (VII) APPROVAL OF THE ACCEPTANCE AND ISSUANCE OF SUBVENTIONS; (VIII) APPROVAL OF ANY MERGER, DISSOLUTION OR CONSOLIDATION; (IX) REMOVAL OF DIRECTORS AND CERTAIN OFFICERS OF THE CORPORATION; (X) APPROVAL OF THE ELECTION OF THE CHIEF EXECUTIVE OFFICER; AND (XI) REVIEW OF THE AUDITED FINANCIAL STATEMENTS. CERTAIN OF THESE POWERS ALREADY EXIST BY VIRTUE OF THE N-PCL (I.E., THE POWER TO APPROVE ANY MERGER, DISSOLUTION OR CONSOLIDATION UNDER N-PCL 903(A)(2) & 1002(A)). FORM 990, PART VI, SECTION A, LINE 7B PLEASE SEE LINE 7A NARRATIVE. FORM 990, PART VI, SECTION B, LINE 11B A DRAFT OF THE FORM 990 IS PREPARED BY THE ORGANIZATION'S OUTSIDE INDEPENDENT TAX ADVISORS IN COLLABORATION WITH THE ORGANIZATION'S OUTSOURCED EXECUTIVE AND FINANCE PERSONNEL. THE 990 WILL BE REVIEWED BY ITS CEO AND OUTSIDE COUNSEL. THE ORGANIZATION'S BOARD OF DIRECTORS HAS REVIEWED AND ACCEPTED THE DRAFT FORM 990 BEFORE ITS FILING WITH THE IRS. ACCORDINGLY, AFTER THE ORGANIZATION'S MANAGEMENT HAS COMPLETED ITS REVIEW OF THE DRAFT FORM 990, IT IS CIRCULATED IN DRAFT FOR REVIEW, COMMENT AND APPROVAL TO THE MEMBERS OF THE BOARD OF DIRECTORS. ONCE ANY COMMENTS HAVE BEEN INCORPORATED AND THE FORM 990 HAS BEEN ACCEPTED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, THE ORGANIZATION'S OFFICERS, DIRECTORS AND SENIOR EXECUTIVES ARE PROVIDED WITH A COPY OF THE CONFLICTS OF INTEREST POLICY AND AN ACKNOWLEDGEMENT FORM. THESE INDIVIDUALS ARE INSTRUCTED TO SIGN AND RETURN THE FORM, (A) TO ACKNOWLEDGE THAT THEY HAVE REVIEWED THE POLICY AND (B) TO DISCLOSE ANY CONFLICTS OR POTENTIAL CONFLICTS. THE CONFLICTS OF INTEREST POLICY DEFINES "DISCLOSABLE INTERESTS", I.E., THOSE INTERESTS THAT AN INDIVIDUAL COVERED BY THE POLICY MUST HAVE IN ANOTHER ENTITY IN ORDER FOR A TRANSACTION BETWEEN THE ORGANIZATION AND THAT ENTITY TO BE COVERED BY THE POLICY. THE POLICY ALSO DEFINES THE TYPES OF TRANSACTIONS BETWEEN THE ORGANIZATION AND ANOTHER ENTITY INVOLVING AN INDIVIDUAL COVERED BY THE POLICY THAT IS SUBJECT TO BY THE POLICY. THE POLICY REQUIRES DISCLOSURE TO THE BOARD OF DIRECTORS AND/OR THE EXECUTIVE COMMITTEE BY ANY PERSON WITH A DISCLOSABLE INTEREST IN A TRANSACTION AS DEFINED IN THE POLICY OF ALL CONFLICTS OR POTENTIAL CONFLICTS OF INTEREST. INITIALLY, AFTER THE INTERESTED INDIVIDUAL HAS RECUSED HIMSELF, THE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE DETERMINES WHETHER A POTENTIAL CONFLICT OF INTEREST EXISTS. IF A CONFLICT OF INTEREST IS FOUND TO EXIST, THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE DECIDES WHETHER TO ENTER INTO THE TRANSACTION BASED ON ITS DETERMINATION OF WHETHER (A) A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, (B) THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND (C) THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15 OUTSIDE COUNSEL FOR THE ORGANIZATION, A NATIONAL LAW FIRM WITH EXPERTISE IN ADVISING TAX-EXEMPT ORGANIZATIONS ON EXCESS BENEFIT TRANSACTIONS LAW, HAS ADVISED NYSCHP AS TO WHICH EMPLOYEES ARE DISQUALIFIED PERSONS WITHIN THE MEANING OF SECTION 4958 OF THE INTERNAL REVENUE CODE. THE ORGANIZATION EMPLOYS A COMPENSATION CONSULTANT FIRM, A NATIONAL HUMAN RESOURCES CONSULTING FIRM WITH EXPERTISE IN ADVISING TAX-EXEMPT ORGANIZATIONS ON EXCESS BENEFIT TRANSACTIONS LAW, TO PREPARE ANNUALLY A DETAILED REPORT ON THE PROPOSED COMPENSATION FOR THE ORGANIZATION'S DISQUALIFIED PERSONS THAT INCLUDES DATA AS TO COMPARABLE COMPENSATION FOR SIMILAR QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY-SITUATED ORGANIZATIONS. THE EXECUTIVE COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS, WHICH HAS BEEN AUTHORIZED BY THE BOARD TO REVIEW AND APPROVE ALL MATTERS CONCERNING EXECUTIVE COMPENSATION, IS PROVIDED WITH THE COMPENSATION CONSULTANT'S DETAILED EXECUTIVE COMPENSATION REPORT. THE ORGANIZATION MAINTAINS CONTEMPORANEOUS DOCUMENTATION AND RECORD KEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS FOR ALL DISQUALIFIED PERSONS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION IS A NEW YORK NOT-FOR-PROFIT CORPORATION. ITS CERTIFICATE OF INCORPORATION IS READILY AVAILABLE TO THE GENERAL PUBLIC FROM THE NEW YORK STATE DEPARTMENT OF STATE UNDER THE NEW YORK FREEDOM OF INFORMATION LAW ("FOIL"). ITS CERTIFICATE OF INCORPORATION AND BY-LAWS ARE ALSO ON FILE WITH THE NYSDOH AND LIKEWISE AVAILABLE TO THE GENERAL PUBLIC UNDER FOIL. FORM 990, PART VII, SECTION B IN CONNECTION WITH THE REINSURANCE AGREEMENTS ENTERED INTO WITH HALLMARK LIFE INSURANCE COMPANY, NYSCHP ALSO ENTERED INTO A MANAGEMENT AGREEMENT WITH THE CENTENE AFFILIATES SALUS ADMINISTRATIVE SERVICES, INC., CENTENE MANAGEMENT COMPANY, LLC, AND CENTENE COMPANY OF NEW YORK WHEREBY THE CENTENE AFFILIATES AGREED TO ASSUME ALL ADMINISTRATIVE AND OPERATIONAL RESPONSIBILITY FOR THE MEDICARE, MEDICARE-RELATED AND INDIVIDUAL COMMERCIAL PRODUCTS CENTENE ACQUIRED UNDER THE ASSET PURCHASE AGREEMENT UNTIL THEY ARE FINALLY TRANSITIONED TO CENTENE. UNDER THIS ARRANGEMENT, CENTENE MANAGEMENT COMPANY RECEIVES A FEE, ON A CAPITATION BASIS, IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, WHICH AMOUNTED TO $52,767,908 BETWEEN THE CLOSING AND DECEMBER 31, 2019. GIVEN THAT CENTENE MANAGEMENT COMPANY, LLC IS PROVIDING THESE SERVICES ON A TRANSITIONAL BASIS TO ACCOMMODATE THE STAGGERED GOVERNMENTAL APPROVAL PROCESS WITH RESPECT TO ASSETS CENTENE ACQUIRED AND HAS ASSUMED ALL ECONOMIC RISK, AND GIVEN THAT THE COST OF SERVICES PROVIDED BY CENTENE MANAGEMENT COMPANY, LLC ARE FULLY ASSUMED BY CENTENE UNDER THE REINSURANCE AGREEMENTS WITH HALLMARK LIFE INSURANCE COMPANY, CENTENE MANAGEMENT COMPANY, LLC IS NOT CONSIDERED TO BE AN INDEPENDENT CONTRACTOR OF NYSCHP AND IS THEREFORE NOT LISTED IN PART VII, SECTION B. FORM 990, PART X THE BEGINNING ASSETS AND LIABILITIES AS REPORTED IN CURRENT FORM 990, PART X HAVE A VARIANCE FROM THE ENDING ASSETS AND LIABILITIES REPORTED IN THE 2018 FORM 990, PART X. THE FINANCIAL STATEMENTS WERE FINALIZED AFTER THE 2018 FEDERAL FORM 990 WAS FILED, AND REFLECTED TWO ADDITIONAL OFFSETTING ADJUSTMENTS TO ASSETS AND LIABILITIES. THE TOTAL NET ASSET ENDING BALANCES, AS REPORTED IN THE 2018 RETURN, AGREE TO THE TOTAL NET ASSET BEGINNING BALANCES REPORTED ON THE 2019 TAX RETURN. FORM 990, PART XI, LINE 9: TRANSFER OF ASSET -136,581,000. TRANSFER OF CASH -13,903,000. FORM 990, NOT APPLICABLE QUESTIONS TO THE EXTENT THAT A QUESTION ON THE FORM 990 HAS BEEN LEFT BLANK, THE RESPONSE TO THIS QUESTION SHOULD BE NOT APPLICABLE. DUE TO SOFTWARE LIMITATIONS, NYSCHP COULD NOT PROPERLY RESPOND TO THE RESPECTIVE QUESTION AS N/A. FORM 990, ADDITIONAL DISCLOSURE NYSCHP ENTERED INTO A SETTLEMENT AGREEMENT AND RELEASE WITH THE MOTHER CABRINI HEALTH FOUNDATION, INC. (THE "FOUNDATION") AND CENTENE DATED AS OF DECEMBER 27, 2019 (THE "SETTLEMENT AGREEMENT"). THE PURPOSE OF THE SETTLEMENT AGREEMENT WAS TO RESOLVE ALL CLAIMS MADE, OR THAT COULD HAVE BEEN MADE, BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO PURCHASE PRICE ADJUSTMENTS CONTEMPLATED BY THE ASSET PURCHASE AGREEMENT ENTERED INTO ON SEPTEMBER 12, 2017 BETWEEN NYSCHP AND CENTENE, AS AMENDED. AS A RESULT OF THE SETTLEMENT AGREEMENT, ON DECEMBER 31, 2019, $29,000,000 WAS DISPERSED TO CENTENE FROM AN ESCROW ESTABLISHED FOR THIS PURPOSE UNDER THE ASSET PURCHASE AGREEMENT. THE REMAINING ESCROWED FUNDS, TOTALING $346,526,168.97, WERE DELIVERED TO THE FOUNDATION AS THE RECIPIENT OF NYSCHP'S REMAINING ASSETS. REGO PARK OFFICE TOWER LLC 95-25 QUEENS BLVD 8TH FLOOR REGO PARK NY 11374 815473320 REAL PROPERTY OWNER NY 3319587 0 NEW YORK STATE CATHOLIC HEALTH PLAN INC