2013-11-14T12:11:28-06:00 2012-12-31 GRANT THORNTON LLP 666 THIRD AVENUE NEW YORK NY 100174057 990 2012-01-01 131828429 Health Insurance Plan of Greater New York % ARTHUR BYRD HEAL 6464475000 55 WATER STREET Suite NEW YORK NY 10041 Michael D Fullwood 6464475000 2013-11-13 true 2125990100 2012 2016-02-25 16:41:14Z Frank Branchini 55 WATER STREET NEW YORK NY 10041 5080310995 false X WWW.EMBLEMHEALTH.COM X 1944 NY HEALTH INSURANCE PLAN OF GREATER NEW YORK IS COMMITTED TO PROVIDING AFFORDABLE, QUALITY HEALTH COVERAGE IN WAYS THAT RESPECT AND RESPOND TO PEOPLE'S FUNDAMENTAL NEEDS AT PRICES THEY CAN AFFORD. 12 9 0 0 6051693 0 0 0 4729574904 5002635302 60567125 46335172 3143523 31340521 4793285552 5080310995 0 0 0 0 243042998 286045012 0 0 0 4343475853 4619807872 4586518851 4905852884 206766701 174458111 1987023881 2211939156 715560436 787069489 1271463445 1424869667 X HEALTH INSURANCE PLAN OF GREATER NEW YORK IS COMMITTED TO PROVIDING AFFORDABLE, QUALITY HEALTH COVERAGE IN WAYS THAT RESPECT AND RESPOND TO PEOPLE'S FUNDAMENTAL NEEDS. HIP PURSUES ITS MISSION BY PROVIDING A CHOICE OF PRODUCTS AND NETWORKS SO MEMBERS HAVE ACCESS TO THE MEDICAL CARE THEY NEED AT PRICES THEY CAN AFFORD. THE ORGANIZATION DOES THIS BY IMPROVING THE HEALTH OF MEMBERS THROUGH WELLNESS PROGRAMS THAT FOSTER PREVENTION AND HEALTHIER LIVING AND BY USING TECHNOLOGY TO EASE ACCESS TO INFORMATION AND SERVICES. false false 1517576812 0 1771538269 MEDICARE - HIP SERVED APPROXIMATELY 112,000 MEDICARE MEMBERS THROUGH its MEDICARE RISK AND COST CONTRACT PROGRAMS. 870885806 1015375858 MEDICAID - HIP SERVED APPROXIMATELY 200,000 MEDICAID MEMBERS. HIP HAS BEEN SERVICING THE MEDICAID POPULATION SINCE 1967 (WITH THE PASSAGE OF FEDERAL LEGISLATION AUTHORIZING THIS PROGRAM) AND HAS AN EXTENSIVE PROGRAM IN PLACE TO ENCOURAGE PREVENTIVE MEDICAL CARE. 1920587825 2212051032 SUBSCRIBER BENEFITS - HIP OF GREATER NEW YORK IS A NOT-FOR-PROFIT CORPORATION THAT ARRANGES FOR THE PROVISION OF COMPREHENSIVE MEDICAL AND HEALTH CARE SERVICES FOR ITS SUBSCRIBERS/MEMBERS (INCLUDING HEALTH CARE SERVICES TO MEDICARE AND MEDICAID MEMBERS) WHICH IS AN EXEMPT FUNCTION. Included within these subscriber benefits are various state and local benefit programs, including the following: 1. CHIPS (Children's Health Insurance Program) - HIP SERVED APPROXIMATELY 12,000 MEMBERS. HIP HAS BEEN SERVING THE CHIPS POPULATION SINCE THE INCEPTION OF THE STATE DEMONSTRATION PROGRAM FOR UNISURED CHILDREN UNDER 19, IN 1991 AND CONTINUED WITH THE PASSAGE OF The Childrens Health Insurance Program (CHIP) in 1997. CHIPS is a partnership between the federal government and the states to extend health coverage to uninsured children and pregnant women in families who cannot afford to purchase private health insurance but have incomes too high to qualify for Medicaid. 2. Family Health Plus Program - HIP SERVED APPROXIMATELY 26,000 MEMBERS. HIP BEGAN TO SERVE FHPLUS MEMBERS AT THE START OF THE PROGRM IN THE NY DOWNSTATE AREA IN OCTOBER OF 2001. THE BENEFIT PACKAGE FOR THE PROGAM PROVIDES a comprehensive set of medically needed health care benefits and services to the ADULT UNINSURED and low-income wage earners. 3. Healthy New York Program - HIP SERVED APPROXIMATELY 5000 MEMBERS. HIP HAS BEEN SERVING HEALTHY NY MEMBERS SINCE THE PROGRAM'S INCEPTION JANUARY 2001. THE NYS HEALTH CARE REFORM ACT OF 2000 CREATED THIS PROGRAM OF COMPREHENSIVE HEALTH INSURANCE COVERAGE FOR NY's UNINSURED WORKERS AND THEIR FAMILIES. Healthy NY is a program designed to help promote comprehensive and quality health care for small business owners and their employee's. The Healthy NY program also helps sole proprietors and those whose employers do not provide health insurance for them. Healthy NY includes benefits that cover essential health needs including inpatient and outpatient hospital services, physician services, maternity care, preventative health services, diagnostic and x-ray services, and emergency services. Beginning in 2013, Healthy New York is a discontinued program. The organization notes that the allocation of program service expenditures reported on Part III of the Form 990 is derived from HIP-NY's Statutory Financial Statements (STAT) The Form 990 is prepared in accordance with Generally Accepted Accounting Principles (GAAP). There is an additional $7,142,973 in program service expenditures reported on the Form 990, that are not reported in HIP's annual STAT filing. 4309050443 false false true false false false false false false true false false true true true false true false false true false false false false false false false false true false false false false false true true false false false false false false true true true false true 576 0 true 0 true true true false false false false false X 12 9 true false false false true false false true true false false true true true true true true true true true true NY X ARTHUR BYRD 6464475000 55 WATER STREET NEW YORK NY 10041 ROBERT W BROKAW 2.0 X 26668 0 David J Cooper 2.0 X KAREN J DAVIS 2.0 X 13224 0 Gregory E Floyd 2.0 X ELAINE FRIEDMAN 2.0 X 6783 0 PAUL E GIBSON 2.0 X 40791 111000 0 Oliver J Gray 2.0 X JOHN J O'CONNOR 2.0 X 26668 0 Margaret T Pan-Loo 2.0 X CHARLES P WANG 2.0 2.0 X 19871 104000 0 Anthony L Watson 35.0 X X 4134848 1062522 David S Abernethy 35.0 X 654801 332964 George Babitsch 35.0 X 526007 456199 Lynn M Balducci 35.0 X 312483 144549 Frank J Branchini 35.0 X 3274087 342705 Robert Branchini 35.0 X 409835 115359 Arthur Byrd 35.0 X 498108 65880 Daniel Byrne 35.0 X 254945 32882 Jeffrey D Chansler 35.0 X 598451 404276 Sunny P Chiu 35.0 X 459945 92238 Anne R Cooke 35.0 X 315481 13442 Marilyn DeQuatro 35.0 X 1632795 19249 Michael Della Iacono 35.0 X 381794 276664 Mohamed Diab 35.0 X 344666 24087 Jose R Diaz 35.0 X 305164 105754 Mariann E Drohan 35.0 X 382056 43792 Thomas K Dwyer 35.0 X 3449580 202486 Daniel P Finke 35.0 X 1214956 70431 Holly Michaels Fisher 35.0 X 272626 9027 Shawn M Fitzgibbon 35.0 X 578307 18452 Michael D Fullwood 35.0 X 8683167 4780 Jerry A Gallo 35.0 X 248665 18332 Michael R Giaquinto 35.0 X 252051 17386 William A Gillespie 35.0 X 738565 18397 Philip J Gillich 35.0 X 316184 27430 James Greenidge 35.0 X 382883 509300 Richard R Gross 35.0 X 314090 111091 Vincent A Hartmann 35.0 X 286246 65570 Nicholas P Kambolis 35.0 X 455865 111210 John A Kennedy 35.0 X 306925 82403 Erhard V Krause 35.0 X 289870 456028 William C Lamoreaux 35.0 X 807987 20169 Stuart Lefkowich 35.0 X 322339 28332 Williams Lewis 35.0 X 375129 93911 Dennis B Liotta MD 35.0 X 461384 95020 Carl A Lund 35.0 X 353980 17845 Katherine Magill 35.0 X 323688 23268 John D Mahder 35.0 X 310660 19892 Charlene A Maher 35.0 X 541723 18817 Edward Mailander 35.0 X 634193 18037 Ernesto Marrero Jr 35.0 X 230110 14855 David Mascia 35.0 X 212481 34698 William Mastrogiacomo 35.0 X 537600 309704 Peter S Moore 35.0 X 269270 104805 David J Morin 35.0 X 273277 134131 Chester E Moskal 35.0 X 254160 99549 Thomas A Nemeth 35.0 X 526404 343880 Michael Palmateer 35.0 X 627234 388375 Michelle Podolak 35.0 X 216532 40263 Michele A Powers 35.0 X 391279 18180 Valerie A Reardon 35.0 X 560129 490418 Robert Ronda 35.0 X 294631 86704 Joan Ruby 35.0 X 368461 101065 Jill A Serin 35.0 X 347014 6023 Karen Smith-Hagman 35.0 X 351897 25941 Mary Ellen Soul 35.0 X 249610 12979 John H Steber 35.0 X 6755935 313827 Jennifer L Truscott 35.0 X 247650 15269 Pedro J Villalba 35.0 X 621665 328442 Wanda Wareham 35.0 X 325431 164694 John White 35.0 X 238009 67877 Craig M Willey 35.0 X 392942 65164 joseph zeitlin 35.0 X 387729 39042 William Yurkowski 35.0 X 358078 41124 Stephen A Zeng 35.0 X 371774 102542 Eliza Ng 35.0 X 352862 12683 Bruce Sosler 35.0 X 333029 2892 Raymond P Vacca 35.0 X 351669 5134 Matthew W Maines 35.0 X 318714 2938 John Pfenning 35.0 X 317497 16063 134005 53704602 8979437 0 false true false OmniClaim 300 Unicorn Park WOBURN MA 01801 Construction 489548 Federated Investment Counseling 195 Redneck Avenue LITTLE FERRY NJ 07643 Consulting 278484 Hinshaw Culbertson LLP 222 N Lasalle Street CHICAGO IL 60601 Legal 300000 Respiratory Science Industries 1325 M Street ELMONT NY 11003 Medical Svcs 144029 The Rawlings Company LLC PO Box 740027 LOUISVILLE KY 40201 Subrogation Svcs 881278 9 0 PREMIUM REVENUE 900099 4998121074 4998121074 THIRD PARTY ADMINISTRATIVE FEES 900099 4514228 4514228 5002635302 40616610 3104301 37512309 0 0 28821729 1792011 28821729 1792011 30613740 2932224 27681516 5718562 5718562 5718562 5718562 0 0 0 PHARMACY BENEFIT MANAGER INCOME 900099 711613 711613 ASO FEES 900099 15168 15168 726781 5080310995 5003346915 6051693 70912387 X 0 0 0 0 85759650 85759650 0 111911461 111911461 24251396 24251396 48893262 48893262 15229243 15229243 0 2826729 2826729 3440725 3440725 387309 387309 0 2899308 2899308 61991407 61991407 13974111 13974111 28264311 28264311 0 0 22577721 22577721 4799294 4799294 0 0 1563936 1563936 0 30832459 30832459 4660464 4660464 SUBSCRIBER BENEFITS 4309050443 4309050443 MEDICAL GROUP EXPENDITURES 13686349 13686349 OUTSOURCED SERVICES 26340374 26340374 BROKERS COMMISSIONS 21269480 21269480 71243452 71243452 4905852884 4309050443 596802441 0 1100621 0 367335042 107582022 0 0 198994911 270425630 0 0 0 0 125000000 165000000 1123935 0 4019382 3546506 585251518 385795063 215345469 199456455 879135495 1075137964 0 0 0 0 0 0 194969026 390790579 1987023881 2211939156 481310510 520415378 0 0 11476568 4950128 0 0 0 0 0 0 0 0 0 0 222773358 261703983 715560436 787069489 X 1271463445 1424869667 0 0 0 0 1271463445 1424869667 1987023881 2211939156 X 174458111 -20896647 -155242 X false true X true false 0 0 0 0 false EmblemHealth New York PAC 55 Water Street New York NY 10041 320150872 0 9450 Schedule C - Political Activities Health Insurance Plan of Greater New York does not undertake any political activities; in 2012, the organization was allocated $9,450 in PAC Fund contributions made by a related party, EmblemHealth Services, LLC. Schedule C, Lobbying Activities Health Insurance Plan of Greater New York is a Section 501(c)(4) welfare organization that does not receive any membership dues, assessments or other payments (as defined in Revenue Procedure 98-19). Accordingly, the organization is not required to complete Schedule C, Part III. Nevertheless, in the interests of full disclosure, the organization is voluntarily disclosing that it paid $387,309 in lobbying expenditures in 2012. 7023614 7023614 149027412 75938228 73089184 258742294 146663105 112079189 170458199 163193730 7264469 199456456 OTHER RECEIVABLES 11692720 DEFERRED RENT 2185240 INTEREST/DIVIDENDS RECEIVABLE 8153217 OTHER CURRENT ASSETS 24073263 HEALTHCARE RECEIVABLES 78133174 INTERCOMPANY RECEIVABLES 266552965 390790579 0 SUBLEASE LOSS (34TH STREET) 4106152 PENSION LIABILITY 125373516 WORLD TRADE CENTER DISASTER RE 27464 DEFERRED RENT 77522109 OTHER LONG TERM LIABILITIES 54674742 261703983 FIN 48 DISCLOSURE SCHEDULE D, PART X The organization's consolidated audited financial statements contain a modified version of the original Fin-48 footnote included when it initially adopted FIN-48: In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS Statement No. 109 (FIN No. 48). Among other things, FIN No. 48 creates a model to address uncertainty in tax positions and clarifies the accounting for income taxes by prescribing minimum recognition thresholds which all income tax positions must achieve before being recognized in the financial statements. In addition, FIN No. 48 requires expanded annual disclosures, including a reconciliation of the beginning and ending aggregate unrecognized tax benefits as well as specific detail related to tax uncertainties for which it is reasonably possible the amount of unrecognized tax benefit will significantly increase or decrease within 12 months. Any tax differences between the amounts recognized in the statements of financial position prior to the adoption of FIN No. 48 and the amounts reported after adoption are generally accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. Effective January 1, 2007, the Company adopted FIN No. 48, which did not have any impact on the Company's consolidated financial statements. The Company does not have any unrecognized tax benefits as of or for the year ended December 31, 2012. Europe (Including Iceland and Greenland) Investments 48833460 Central America and the Caribbean Investments 2012345 Middle East and North Africa Investments 2272500 South America Investments 1321553 North America Investments 22293320 East Asia and the Pacific Investments 5084696 81817874 81817874 false false false false false false Schedule F, Part 1 HIP-NY does not conduct any activities outside the United States. In accordance with the instructions to the Form 990, the organization is reporting the market value of non-U.S. investments. X X X true true X X X X X true true false false false true false false false PAUL E GIBSON 0 111000 0 40791 0 0 40791 111000 David S Abernethy 314374 310245 30182 329838 3126 987765 310245 George Babitsch 252364 250933 22710 450563 5636 982206 250933 Lynn M Balducci 207070 90592 14821 137299 7250 457032 90592 Frank J Branchini 925768 2070658 277661 340973 1732 3616792 2070658 Robert Branchini 239364 146857 23614 111723 3636 525194 146857 Arthur Byrd 321905 163977 12226 60324 5556 563988 163977 Daniel Byrne 181484 72826 635 21366 11516 287827 72826 Jeffrey D Chansler 283945 282871 31635 400720 3556 1002727 282871 Sunny P Chiu -8006 182762 285189 91960 278 552183 182762 Anne R Cooke 213750 101731 8442 5000 328923 Marilyn DeQuatro 106924 432246 1093625 18673 576 1652044 432246 Michael Della Iacono 242000 134440 5354 276664 658458 134440 Mohamed Diab 230083 96220 18363 16170 7917 368753 96220 Jose R Diaz 167608 107026 30530 102862 2892 410918 107026 Mariann E Drohan 215623 135560 30873 41915 1877 425848 135560 Thomas K Dwyer 143969 565245 2740366 198955 3531 3652066 565245 Daniel P Finke 498114 692447 24395 66795 3636 1285387 692447 Holly Michaels Fisher 168269 100000 4357 9027 281653 100000 Shawn M Fitzgibbon 284824 263520 29963 15776 2676 596759 263520 Michael D Fullwood 117197 1899994 6665976 3750 1030 8687947 1899994 Jerry A Gallo 244524 4141 10736 7596 266997 Michael R Giaquinto 199364 34589 18098 13750 3636 269437 34589 William A Gillespie 354608 346744 37213 15505 2892 756962 346744 Philip J Gillich 180602 112968 22614 25030 2400 343614 112968 James Greenidge 215400 134393 33090 509300 892183 134393 Richard R Gross 248691 34350 31049 108199 2892 425181 34350 Vincent A Hartmann 161834 95080 29332 61603 3967 351816 95080 Nicholas P Kambolis 289944 146869 19052 105654 5556 567075 146869 John A Kennedy 249124 32850 24951 79727 2676 389328 32850 Erhard V Krause 164640 102838 22392 453136 2892 745898 102838 William C Lamoreaux 398588 369056 40343 16257 3912 828156 369056 Stuart Lefkowich 179467 115889 26983 25140 3192 350671 115889 Williams Lewis 213612 135560 25957 90023 3888 469040 135560 Dennis B Liotta MD 254154 105654 101576 91674 3346 556404 105654 Carl A Lund 200340 123600 30040 15685 2160 371825 123600 Katherine Magill 214922 90560 18206 15189 8079 346956 90560 John D Mahder 241788 42450 26422 14180 5712 330552 42450 Charlene A Maher 334273 174683 32767 14965 3852 560540 174683 Edward Mailander 377604 241749 14840 10641 7396 652230 241749 Ernesto Marrero Jr 193904 20000 16206 12559 2296 244965 20000 David Mascia 152326 32850 27305 31609 3089 247179 32850 William Mastrogiacomo 253338 255497 28765 305540 4164 847304 255497 Peter S Moore 146497 97848 24925 100552 4253 374075 97848 David J Morin 152719 97415 23143 131350 2781 407408 97415 Chester E Moskal 56236 164446 33478 99021 528 353709 164446 Thomas A Nemeth 248468 244246 33690 334848 9032 870284 244246 Michael Palmateer 299224 296558 31452 385099 3276 1015609 296558 Michelle Podolak 119608 73239 23685 37371 2892 256795 73239 Michele A Powers 226402 141209 23668 16318 1862 409459 141209 Valerie A Reardon 272364 258745 29020 485282 5136 1050547 258745 Robert Ronda -8234 268302 34563 86197 507 381335 268302 Joan Ruby 206944 135560 25957 90509 10556 469526 135560 Jill A Serin 325920 21094 3750 2273 353037 Karen Smith-Hagman 201808 124287 25802 20249 5692 377838 124287 Mary Ellen Soul 217108 27671 4831 10087 2892 262589 27671 John H Steber 213932 1591197 4950806 312759 1068 7069762 1591197 Jennifer L Truscott 161848 67920 17882 14117 1152 262919 67920 Pedro J Villalba 294824 296558 30283 320766 7676 950107 296558 Wanda Wareham 182412 117495 25524 157606 7088 490125 117495 Anthony L Watson 994824 3061919 78105 1054846 7676 5197370 3061919 John White 125780 87587 24642 61157 6720 305886 87587 Craig M Willey 229346 140843 22753 57510 7654 458106 140843 joseph zeitlin 272324 109267 6138 36366 2676 426771 109267 William Yurkowski 202364 129912 25802 35988 5136 399202 129912 Stephen A Zeng 218008 135560 18206 97550 4992 474316 135560 Eliza Ng 227818 107220 17824 3750 8933 365545 107220 Bruce Sosler 230923 98797 3309 0 2892 335921 98797 Raymond P Vacca 54879 253301 43489 3750 1384 356803 253301 Matthew W Maines 297417 21297 300 2638 321652 John Pfenning 300161 17336 3750 12313 333560 Schedule J, Line 1A Per the company's Travel and Business Expense Policy, the Chairman and Chief Executive Officer, the President and Chief Operating Officer, the President of EmblemHealth Services, and the Executive Vice Presidents may travel first class and can request staff traveling on business with them to travel first class on accompanied segments of the trip. Any such expenses are reimbursed upon presentation of comprehensive and accurate receipts. Per the company's Travel and Business Expense Policy, approved Spousal/Guest travel and related lodging, meal expenditures and other appropriate related costs will be reimbursed when the travel is required by EmblemHealth for a legitimate business purpose. Spousal/Guest travel that is not approved in advance is referred to the Senior Vice President for Compliance for review. Mr. Branchini receives a tax gross up for amounts paid into the secular Trust. Officer parking allowances are paid on a grossed-up basis. Severance Payment Schedule J, Line 4a The following officers received severance in 2012: Sunny P. Chiu, VP, Group Practice & Facility Oversight, received $258,750. Marilyn Dequatro, SVP, Service Division Admin., received $546,000. Thomas K. Dwyer, SVP, Operations, received $714,000. Michael D. Fullwood, EVP, CFO, General Counsel, received $1,870,000. John H. Steber, EVP, CIO, received $1,520,000. All of the severance payments documented above are reported in the Form 990, Schedule J, part II, Column (b)(iii). Non-Qualified Retirement Plan Schedule J, Line 4b Emblem Health Services, LLC sponsors nonqualified retirement plans that the officers of HIPNY participate in, Officers with the titles of executive vice president and above, with the exception of Frank Branchini, participate in the supplemental executive retirement plan for emblemhealth services company, llc ("SERP"). The SERP provides a retirement benefit calculated on the basis of 50% of final average pay, offset by benefits under any qualified benefit plan, such as The emblemhealth services company, llc employees' retirement plan. Participants require the approval of the board of directors to retire under the serp between the ages of 55 and 60. Participants who retire prior to age 65 have their serp benefits reduced by early retirement factors. Mr. branchini participates in the GHI supplemental retirement plan ("Secular trust") which provides a retirement benefit calculated to provide the retirement benefits that would otherwise be payable under the local 153-ghi pension plan and the ghi cash balance plan (qualified plans), but for funding and contributions limits imposed by the IRS regulations. Senior vice presidents and above, hired before june 1, 2009, participate in the supplemental retirement plan ii for emblemhealth services company, llc (SERP II"). The SERP II provides a retirement beneft calculated on the basis of 30% of final average pay after 5 years of service, and increasing to 50% of final average pay after 15 years of service, offset by benefits under any qualified benefit plan, such as the emblemhealth services company, llc employees' retirement plan. Participants require the approval of the board of directors to retire under the SERP II between the ages of 55 and 60. Participants who retire prior to age 65 have their SERP II benefits reduced by early retirement factors. Bonus Payments Schedule J, Line 6a HIP and EmblemHealth Services provide annual incentive awards based upon the achievement of performance metrics and percentage target awards. The compensation committees approve the performance metrics and targets and the ultimate payout to participants based upon the performance achieved under the Annual Incentive Plan (AIP). All management, non-union employees may be eligible to participate in the AIP. For the most senior executives of the company, the annual incentive awards are entirely based upon the successful achievement of objective performance goals. In the 2012 AIP, two equally weighted performance metrics were Operating Income and Administrative Per Member Per Month (PM PM) savings. Operating Income was defined as premiums earned and administrative service fee revenue, less subscriber benefits, depreciation and amortization, interest and general administrative expenses, as reported in the annual financial statements, and exluding certain specified and extraordinary items. Administrative PM PM was defined as the depreciation and amortization, interest and general administrative expenses as reported in the annual audited financials associated with the administration of the company's insured commercial managed care, Medicare and State sponsored programs expressed on a per member per month basis, and excluding certain specified and extraodinary items. HIP and EmblemHealth Services also have a long term incentive plan based upon longer term performance over three year performance cycles and a limited supplemental incentive plan with payment triggered by threshold performance under the AIP. The compensation committees approve the performance metrics, targets and payouts based upon achievement of performance under these plans as well. Officers and key employees are generally eligible to participate in the long term incentive plan. A very limited number of senior officers are eligible to participate in the supplemental incentive plan, which expired in 2011. Schedule J, Part II, Column C Deferred Compensation Health Insurance Plan of Greater New York reports the change in the actuarial value of the pension plan as deferred compensation (as required by the expanded disclosures in the form 990). A large percentage of the compensation reported in Schedule J, Part II, Column C represents this change in value. Present values are calculated based on the SEC Proxy Summary Compensation Table methodology and assumptions, as the discounted present value of normal retirement benefits earned to the measurement date payable at the later of current age or age 65, without regard to projected service, projected salary increases, pre-retirement mortality or other decrements. Displayed change in total pension value during 2012 above reflects all defined benefit plans the participants are entitled to. Schedule J, Part II, Column F The bonuses paid out to the individuals reported on Form 990, Part VII and Schedule J, Part II, were reported on the prior year Form 990 as deferred compensation since those bonuses were approved in 2012, but not paid until 2013. This treatment is no longer required. Since the organization pays its bonuses within 2 1/2 months of the close of the tax year, it is no longer required to report these bonuses as deferred in the current year. Accordingly, bonuses approved in 2012, but paid in 2013 (prior to March 15th) are not reported on the Form 990 until next year. William White Director/HR Department 175615 See Schedule L Narrative false Paul Gibson Trustee 600000 See Schedule L Narrative false Christine O'Connor Kin of Board Trustee 193137 See Schedule L Narrative false William O'Connor Kin of Board Trustee 172451 See Schedule L Narrative false Diane Pirone Kin of President & COO 1727968 See Schedule L Narrative false Keith Dahl Son-in-law of President 40000000 See Schedule L Narrative false Form 990, Schedule L PRESIDENT & COO, FRANK BRANCHINI, HAS A FAMILY MEMBER, DIANE PIRONE (SISTER), WHO IS A MANAGER AT RCG, A CONSULTING FIRM WHICH HAS BEEN UTILIZED BY HIP SINCE 2004. MS. PIRONE DOES NOT DO BUSINESS ON THE HIP/EMBLEM ACCOUNT. IN CALENDAR YEAR 2012, HIP-NY PAID THE CONTRACTED ENTITY, RCG, $1,727,968. PRESIDENT & COO, FRANK BRANCHINI, HAS A FAMILY MEMBER, KEITH DAHL, SON-IN-LAW, WHO IS A PHYSICIAN EMPLOYED BY AN INDEPENDENT PROVIDER GROUP PRACTICE, STATEN ISLAND MEDICAL GROUP. HIP-NY PAID THE CONTRACTED ENTITY, STATEN ISLAND MEDICAL GROUP, APPROXIMATELY $40 MILLION FOR FEE-FOR-SERVICES IN 2012. Vice President of Integrative Wellness, John White, has a family member who is, likewise, employed by EmblemHealth Services Company, LLC. William White is employed by EmblemHealth Services Company, LLC. as a Director in the Human Resources Department; his W-2 wages for the year ending 12/31/2011 are $175,615. John receives fringe benefits from EmblemHealth Services Company, LLC as well. Board of Trustees Member John O'Connor has two family members that are employees of EmblemHealth Services Company, LLC. Christine O'Connor and William O'Connor received W-2 compensation of $193,136 and $172,451 respectively from EmblemHealth Services Company, LLC. Both individuals, likewise, receive fringe benefits from EmblemHealth Services Company, LLC as well. Board of Trustees Member, Paul Gibson, is a limited partner in a medical practice that treats patients with insurance coverage from Connecticare, Inc. (a for-profit subsidiary of Health Insurance Plan of Greater New York). HIP-NY paid appeoximately $600,000 in fees to this medical group in 2012. HIP-NY does not believe it has any other business transactions or relationships between itself and an officer, director, or key employee of the organization that rise to the monetary threshold required for disclosure on Schedule L of the Form 990. The organization takes its responsibilities of monitoring potential conflicts of interest very seriously (please see disclosure on Part VI, Line 12). HIP-NY compiles a lengthy Summary report of all potential business transactions between the individuals reported on Part VII of the Form 990 and HIP-NY or one of its affiliated organizations. This report discloses all potential business transactions regardless of monetary value. Amounts reported on Schedule L represent the W-2, Box 5 wages paid to each of these individuals. Additional taxable and non-taxable fringe benefits may have been provided (but are not included above). Additional information is available upon request. Form 990, Part I, Line 5 & Part V, Line 2a On March 6, 2007, Emblemhealth Services Company, LLC was formed as a joint venture by Health Insurance Plan of Greater New York (HIP) and Group Health Incorporated (GHI). On January 1, 2008, HIP and GHI transferred vendor agreements and management employees to EmblemHealth Services Company, LLC. To that end, all officers and directors (and most employees) of HIP receive their Forms W-2 from Emblemhealth Services Company, LLC. On prior Forms 990, the number of employees reported on Part 1, Line 5 and Part V, Line 2a represented the unionized employees who still received their Forms W-2 from HIP. As of January 1, 2012, all employees have been transferred to EmblemHealth Services Company, LLC. In the interests of full transparency, HIP-NY is disclosing that 5,121 employees received W-2s from EmblemHealth Services (ostensibly for services rendered to HIP-NY and to other affiliated entities). Part V, Line 1a and Part VII, Independent Contractors. HIP-NY transferred most of its vendor agreements to Emblemhealth Services Company, LLC; accordingly, most independent contractors are paid by a related party rather than HIP-NY itself. To the extent HIP-NY is still under contract with certain vendors (e.g. rent etc), those 1099s are still issued by HIP-NY. Form 990, Part VI, Line 1 The organization has 12 board members at the end of the year, 9 of which are independent for purposes of the Form 990. Chairman and CEO, Anthony Watson, is not independent by virtue of his having received compensation from a related party, EmblemHealth Services, LLC for services rendered to HIP-NY. Board of Trustees Members, Paul Gibson and John O'Connor, are not independent by virtue of the transactions that have been disclosed on Schedule L of the Form 990. Several of HIP-NY's Board Members do receive payment for services rendered in their capacity as Board Members. Such amounts represent reasonable compensation for services rendered (as a Board Member) and do not impair their independence. not impair their independence. Form 990, Part VI, Line 2 Frank Branchini, President and Chief Operating Officer, has a family relationship with Robert Branchini, VP Information Technology. In the interests of full disclosure, the organization notes that various Officers and/or trustees, may serve on the Board of Directors of related for-profit organizations (e.g. - those disclosed in Schedule R of the Form 990). No individual is compensated for board service to the related for-profit organization. Form 990, Part VI, Line 6 EmblemHealth, Inc., a New York not-for-profit corporation, is the sole member of Health Insurance Plan of Greater New York. EmblemHealth (EIN 13-3941542) is exempt from federal taxation pursuant to IRC 501(c)(3). Form 990, Part VI, Line 11 The taxpayer's Form 990 for the year ending December 31, 2011 was provided to each member of the organization's governing body before it was filed. A detailed review of the Form 990 was undertaken by the Organization's Tax Director, by the Organization's Vice President, Total Rewards, by the Organization's Senior Vice President, Chief Financial Officer and by the organization's senior Vice President and General Counsel. Form 990, Part VI, Line 12 To determine if an employee's personal interests, activities or relationships constitute a conflict of interest or the appearance of a conflict of interest, certain employees, based upon functionality, as determined by the Senior Vice President for Compliance, Internal Audit and Internal controls are required to fully disclose, on an annual basis, any reportable situations on the company's conflict of interest disclosure. All employees, at the time of employment, are required to fully disclose any personal interest, activities or relationships that constitute a conflict of interest or the appearance of a conflict of interest. Disclosures are reviewed by the Senior Vice President for Compliance, Internal Audit and Internal Controls and by the Executive Vice President, Chief Financial Officer and General Counsel. Any Employee, who violates the conflict of interest policy, fails to make a required report or fails to comply with any remedial action required by the company, is subject to disciplinary action, up to and including termination of employment. Form 990, Part VI, Line 15 To determine the compensation of the CEO and all other officers of the company, HIP and EmblemHealth Services engage an outside compensation consultant to provide guidance and the comparable market data on the compensation of similarly situated executive positions in the organizations' competitive peer group comprised of profit and not for profit entities. The compensation consultant presents the comparable market data to the compensation committee of the board of directors of each of HIP and EmblemHealth Services. The compensation committees are composed entirely of outside, independent, disinterested directors. The compensation committees review and approve the proposed compensation arrangements and the deliberations and actions of the compensation committees are documented in the minutes of each meeting. Thereafter, the actions of the compensation committees are reported to the full boards in a timely manner. The CEO, or any other officer, is excused from the compensation committee meeting while the committee deliberates and approves any action related to the compensation arrangement of the CEO or other officer. Form 990, Part VI, Line 16 On March 6, 2007, EmblemHealth Services Company, LLC ("EHS") was formed as a joint venture between Health Insurance Plan of Greater New York and its sister company, Group Health Incorporated, a New York not-for-profit corporation, in order to integrate certain common administrative operations of these two entities, among other purposes. EmblemHealth, Inc., a New York not-for-profit corporation, is the sole member of both Health Insurance Plan of Greater New York and Group Health Incorporated. EmblemHealth, Inc. (EIN 13-3941542) is exempt from federal taxation pursuant to IRC 501(c)(3). In January 2008, EHS began performing those administrative operations for the organizations. The Limited Liability Agreement requires that EHS be managed at all times in a manner that furthers the tax-exempt purposes of Health Insurance Plan of Greater New York. Form 990, Part VI, Line 19 The taxpayer makes its Form 990 and Form 1023 available to the public by retaining a copy of each at its head offices at 55 Water Street, New York, New York. Any individual requesting a copy of these documents is provided that copy on the same business day. The organization's Form 990 is also available for public inspection on www.guidestar.com. The taxpayer's financial statements are available for public inspection on the organization's website, www.emblemhealth.com. The organization's governing documents and conflict of interest policy are not available to the public. Form 990, Part VII - Hours Served for Related Party The compensated individuals reported in Part VII of the Form 990 may provide services to a variety of entities within the Health Insurance Plan of Greater New York network. Allocating those hours between the many entities presents a challenge; accordingly, the hours represented on Part VII represent the hours worked by the individual in their capacity as an employee for the entire HIP network. Form 990, Part VIII, Rental Income Health Insurance Plan of Greater New York generates rental revenue from medical groups who lease a combination of personal and real property. HIP does not book this revenue in its general ledger as rental income, but rather offsets payments due to the health provider/facilities as monthly settlements are made. These transactions result in a net out-flow of cash as HIP finalizes its monthly settlements. For the most part, the rental income generated by HIP is for space rental and incidental personal property rental (i.e. 10% or less of the total rents received under the lease are from personal property). To the extent that the rental income is attributable to a mixed lease (i.e. where personal property is 11% to 50% of the total rents), HIP reports this revenue as unrelated business income and specifically reports this revenue on Part VIII, Lines 6a and 6b and on its Form 990-T. Quantifying total rental income received across all medical groups is very difficult, but the organization has approximated the revenue and disclosed it in Part VIII, Line 6. Form 990, Part IX, Functional Expenses Amounts reported on Part IX, Line 5, as compensation paid to officers, directors and key-employees of HIP-NY represent those salary costs reported on Form 990, Part VII, Line 1(d) that are allocated from the related party, EmblemHealth Services, LLC. Health Insurance Plan of Greater New York has adopted a simplified approach of allocating its expenditures between programmatic and management and general. The organization does not categorize its expenses internally or in its audited financial statements by these means. For purposes of its 990 reporting, HIP-NY is treating all subscriber benefits as programmatic expenses and all other expenses as management and general even though a large percentage of those expenses are likely related to HIP's day-to-day mission activities. Nevertheless, even taking this conservative approach, HIP's program service expenses constitute 88% of total expenditures. Form 990, Part XI, Lines 8 & 9 Part XI, Line 8 A difference of -$20,896,647 is reported on part XI of the Reconciliation of Net Assets. This difference is attributable to changes in unrealized gains and losses on investments, book to tax adjustments on investments as well as Statutory-to-GAAP financial statement adjustments. Part XI, Line 9 Deferred Tax Credit - $155,242. EMBLEMHEALTH INC 55 WATER STREET NEW YORK NY 10041 133941542 support svcs NY 11e na false EmblemHealth Services Company 55 Water Street New York NY 10041 261330097 Support Services NY na Related -27348770 223442388 false 0 false 0.50000 Group Health Incorporated 55 Water Street New York NY 10041 135511997 Insurance NY NA C Corp 3596194783 1016996344 1.00000 true HIP Holdings Inc & Subsidiaries 55 Water Street New York NY 10041 133819759 Insurance NY NA C Corp. 1481107866 1193393124 1.00000 true true true false true false true false false false false true true true true true true true true EmblemHealth Inc M,P 2928582 Cost EmblemHealth Inc N 74752 Cost EmblemHealth Inc O 1437494 Cost Group Health Incorporated A 3104301 Market Rate Group Health Incorporated D 40000000 Loan Value Hip Holdings Inc & Subsidiaries (HIPA) M 30400000 COST Hip Holdings Inc & Subsidiaries (HIPA) L 2100000 COST Hip Holdings Inc & Subsidiaries (HIPIC) L,Q 23100000 COST Hip Holdings Inc & Subsidiaries (HIPIC) M 169400000 COST Hip Holdings Inc & Subsidiaries (HIP-IPA) l 200000 cost Hip Holdings Inc & Subsidiaries (HIP-IPA) M 20300000 cost HIP Holdings Inc & Subsidiaries D 40000000 loan value Schedule R, Part V, Line 2 TRANSACTIONS with Emblem Health, Inc. EMBLEMHEALTH, INC. IS THE PARENT ORGANIZATION OF HEALTH INSURANCE PLAN OF NEW YORK (HIP-NY), A 501(C)(4) TAX-EXEMPT ORGANIZATION THAT DELIVERS QUALITY, AFFORDABLE HEALTH INSURANCE TO MILLIONS OF MEMBERS AND PROVIDES EMPLOYERS AND INDIVIDUALS WITH A RANGE OF PLAN CHOICES AND ATTRACTIVE BENEFIT OPTIONS DESIGNED TO MEET THE INDIVIDUAL NEED OF TODAY'S HEALTHCARE CONSUMERS. AS THE PARENT ORGANIZATION, EMBLEMHEALTH, INC. RUNS HIP-NY'S INTEGRATIVE WELLNESS PROGRAM, AN INNOVATIVE EVIDENCE-BASED PROGRAM THAT PROMOTES HEALTHY LIVING AND ENHANCES INDIVIDUALS' QUALITY OF LIFE. EMBLEMHEALTH,INC. DOES NOT GENERATE ANY REVENUE. THE EXPENSES IT INCURS IN RUNNING THE INTEGRATIVE WELLNESS PROGRAM FOR HIP-NY ARE PAID AT COST BY HIP-NY VIA A MANAGEMENT FEE. THESE AMOUNTS ARE REPRESENTED IN SCHEDULE R, PART V, TRANSACTION TYPE M. SINCE HIP-NY'S PAYMENT REPRESENTS A REIMBURSEMENT OF ALL EXPENSES INCURRED, THIS TRANSACTION IS ALSO REPRESENTED IN SCHEDULE R, PART V, TRANSACTION TYPE P. EMBLEMHEALTH, INC. SHARES AN OFFICE SPACE WITH HIP-NY AT 55 WATER STREET. TO THAT END, ITS ALLOCATION OF RENTAL EXPENSE IS REPORTED IN SCHEDULE R, PART V, TRANSACTION TYPE N. Payroll costs incurred by EmblemHealth (and reimbursed by HIP) are reflected with transaction type O. Transactions with Group health Incorporated HIP-NY advanced $40 million to GHI in accordance with Section 1307 of the Insurance Law of the State of New York with interest accruing at 2% per annum. As provided in Section 1307, the payment of principal and interest thereon shall only be made out of free and disposable surplus, subject to prior approval of the Superintendent. As of December 31, 2012, no payments were made to HIP. Nevertheless, HIP is disclosing the amount of accrued interest with Transaction Code A. Transactions with HIP Holdings, Inc. & Subs (HIPIC) HIPIC (a member of HIP Holdings, Inc. & Subs) provides the indemnity health insurance portion of dual option products offered by HIP and HIP administers the collection of premiums and pays claims on behalf of HIPIC. Premiums collected on behalf of HIPIC were approximately $169,400,000 million for the year ended December 31, 2012. HIP paid out-of-network claims on behalf of HIPIC of million in 2012. Under the terms of a service agreement, HIP allocated costs associated with administering the premiums and claims of approximately $23,100,000 million to HIPIC for the year ended December 31, 2012. Transactions with HIP Holdings, Inc. (HIP-IPA) HIP pays HIP IPA (another subsidiary in the HIP Holdings, Inc. & Subsidiaries consolidated group) a monthly per-member-per-month capitation rate for members enrolled in HIP IPA as well as a monthly fee for data collection services. For the year ended December 31, 2012, HIP incurred approximately $19,800,000 million for capitation and $500,000 for data collection services. In addition, HIP provides certain administrative and support services to HIP IPA, which are reimbursed by HIP IPA. For the year ended December 31, 2012, amounts charged by HIP to HIP IPA for these services was approximately $200,000. Transactions with HIP HOldings, Inc. & Subsidiaries (EHA) EHA (another subsidiary in the HIP Holdings, Inc. & Subsidiaries consolidated group) provides claims processing and certain member services for HIPs members. For the year ended December 31, 2012, EHA charged HIP approximately $20,300,000 million for these services. HIP-NY provides administrative and management services to EHA; amounts paid in 2012 were approximately $2,100,000. Transactions with EmblemHealth Services, LLC EmblemHealth Services, LLC (EHS) was formed as a limited liability company under the laws of the state of Delaware as a joint venture of HIP and GHI, in which both HIP and GHI each contributed $100 million for equal ownership rights and are the sole corporate partners of EHS. Effective January 1, 2008, HIP and GHI entered into a management services agreement with EHS, for the purpose of exchanging services and the use of certain personnel, facilities, equipment, personal property, licenses, and contracts owned or leased by each company. EHS is also the sponsor of pension plans for management employees HIP and GHI entered into a guaranty agreement as of January 1, 2008 with EHS. In conjunction with this guaranty agreement, HIP and GHI transferred all of their respective non-union employees to EHS. (All union employees were transferred subsequent to January 1, 2012). EHS assumed all of the associated benefit and compensation related liabilities of the transferred employees. EHS became the plan sponsor of the related pension and postretirement plans it assumed (except for the UNION plans). The transfer was accounted for as a non-economic transaction between related parties, and as such, no consideration was exchanged and no gains or losses were recorded. Under this guaranty arrangement HIP and GHI are jointly and severally liable for: (i) guaranteed obligations earned by transferred employees who were employed by HIP and GHI prior to the effective date of the agreement; and (ii) a pro rata share of guaranteed obligations earned by transferred employees after the effective date of this agreement, based on the allocation of costs under the services agreement. For the year ending December 31, 2012, HIP is disclosing in Schedule R its share of EmblemHealth Services Company, LLC's income as disclosed on the Federal Form K-1 - ($27,348,770).