2022-11-09T12:36:27-06:00 2021-12-31 366055558 GRANT THORNTON LLP 757 THIRD AVENUE 3RD FLOOR NEW YORK NY 100172013 990 2021-01-01 131828429 HEALTH INSURANCE PLAN OF GREATER NEW YORK HEAL 6464475000 55 WATER STREET TAX DEPT 9TH FL NEW YORK NY 10041 HEATHER TAMBORINO CFO 6464475000 2022-11-09 1 HEATHER TAMBORINO XXX-XX-XXXX SCOTT THOMPSETT P00741490 2125990100 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z KAREN IGNAGNI 55 WATER STREET NEW YORK NY 10041 5637929868 0 X WWW.EMBLEMHEALTH.COM X 1944 NY HIPGNY'S MISSION IS TO CREATE HEALTHIER FUTURES FOR ITS CUSTOMERS (CONTINUED ON SCHEDULE O) 6 4 2604 0 510111 0 31506429 0 5277043079 5560479971 68409942 44286294 4670986 2868177 5381630436 5607634442 261404 268889 0 0 211805024 191364895 0 0 0 5225513351 5510940138 5437579779 5702573922 -55949343 -94939480 1883926436 1946544199 1294370259 1379991784 589556177 566552415 X HIPGNY'S MISSION IS TO CREATE HEALTHIER FUTURES FOR ITS CUSTOMERS AND COMMUNITIES. HIPGNY WORKS ALONGSIDE ITS CUSTOMERS TO OFFER ACCESS TO HIGH-QUALITY, AFFORDABLE CARE, HELP NAVIGATE THE HEALTH CARE EXPERIENCE, AND MAKE GOOD HEALTH ACHIEVABLE. 0 0 2202437339 268889 2465823465 SUBSCRIBER BENEFITS - HIPGNY 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. IN 2021, HIPGNY PROVIDED SERVICES (ACROSS ALL SERVICE LINES) TO APPROXIMATELY 287,000 MEMBERS. 1656750635 0 1692326875 MEDICARE - HIPGNY SERVED APPROXIMATELY 124,000 MEDICARE MEMBERS THROUGH ITS MEDICARE RISK AND COST CONTRACT PROGRAMS. 1318888210 0 1400117052 MEDICAID - HIPGNY SERVED APPROXIMATELY 207,000 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. 5178076184 0 0 0 0 0 0 0 0 0 1 1 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 1 0 0 0 0 0 1 1 1 1 0 1 X 44 0 1 2604 1 1 1 0 0 0 0 0 1 0 X 6 4 1 0 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 NY X HEATHER TAMBORINO 6464475000 55 WATER STREET NEW YORK NY 10041 X KAREN IGNAGNI PRESIDENT (THRU 12/2021)/CEO 35.00 2.00 X X 5197369 0 66187 JOHN FEERICK CHAIRMAN 2.00 1.00 X X 0 166375 0 JAY EDMOND RUSS ESQ DIRECTOR (THRU 12/2021) 2.00 1.00 X 9993 141125 0 BERNARD SCHAYES MD DIRECTOR 2.00 1.00 X 36920 118000 0 RICHARD BERMAN DIRECTOR 2.00 1.00 X 4797 134125 0 DR STUART ALTMAN DIRECTOR (THRU 12/2021) 2.00 1.00 X 0 126250 0 JOHN H BANKS III DIRECTOR 2.00 1.00 X 178 119420 0 GREGORY FLOYD DIRECTOR 2.00 1.00 X 0 0 0 MICHAEL PALMATEER CAO (THRU 12/2021)/PRESIDENT 35.00 1.00 X 3029761 0 215912 BETH AMBER FABBRI CHIEF MARKETING & COMM OFFICER 35.00 0.00 X 1633550 0 49730 DAVID NOTARI SVP, SALES (THRU 07/2021) 35.00 0.00 X 1567448 0 49091 JEFFREY CHANSLER CHIEF LEGAL OFFICER 35.00 0.00 X 1534241 0 68892 NAVARRA RODRIGUEZ SVP, PRESIDENT/CMO ACPNY 35.00 0.00 X 1543029 0 52855 RODGER WENZEL SVP, MEDICAL ECONOMICS(THRU 05/2021) 35.00 0.00 X 1514646 0 47308 ANTOINETTE CASSETTA SVP, GOV'T PROGRAMS (THRU 02/2021) 35.00 0.00 X 1444077 0 44926 DONNA HUGHES CHIEF PEOPLE OFFICER 35.00 0.00 X 1251469 0 46504 JENNIFER TRUSCOTT CHIEF OF OPERATIONS 35.00 0.00 X 1132518 0 47660 THOMAS MACMILLAN CHIEF INFORMATION OFFICER 35.00 0.00 X 1122578 0 37647 HEATHER TAMBORINO CHIEF FINANCIAL OFFICER 35.00 1.00 X 1109850 0 51326 DEBRA LIGHTNER CHIEF COMPLIANCE OFFICER 35.00 0.00 X 1099083 0 41230 GEORGE BABITSCH SVP, ACCOUNT MGMT. 35.00 0.00 X 956970 0 62953 CHRISTOPHER CHAPPELEAR CHIEF ACTUARY (THRU 10/2021) 35.00 0.00 X 911638 0 53191 JEFF DANILO THRU 032021 SVP, PROVIDER NETWK & POP. HEALTH 35.00 0.00 X 904733 0 45078 RICHARD H DAL COL CHIEF MEDICAL OFFICER 35.00 0.00 X 763686 0 50104 KAREN MORAN SVP, COMMERCIAL PRODUCT & STRATEGY 35.00 0.00 X 696517 0 48595 ERIC J WALLACE SVP, PROVIDER NETWK & POP. HEALTH 35.00 0.00 X 487335 0 37485 ALEXANDER CLAGUE SVP, GOV. PROGRAMS (AS OF 02/2021) 35.00 0.00 X 341981 0 52569 CARA BERKOWITZ THRU 092021 VP, GOV'T AFFAIRS & POLICY 40.00 0.00 X 885624 0 42602 EDINA VUKIC THRU 052021 VP, PROVIDER NETWK MGMT & POP. 40.00 0.00 X 766512 0 32496 DAVID BAUM VP, OPERATIONS (THRU 04/2021) 40.00 0.00 X 719197 0 45123 VICTORIA GUGGENHEIM VP, SERVICE DELIVERY (THRU 02/2021) 40.00 0.00 X 669335 0 44235 SANDRA M CLARKE VP, CUSTOMER EXPER. (THRU 03/2021) 40.00 0.00 X 646365 0 36994 PAUL E GIBSON FORMER DIRECTOR 2.00 1.00 X 0 154875 0 CHARLES WANG FORMER DIRECTOR 2.00 1.00 X 125130 0 0 32106530 960170 1370693 818 1 1 0 COGNIZANT HEALTHCARE SERVICES LLC 500 FRANK W BURR SUITE 3F TEANECK NJ 07666 CONSULTING 157648644 INCOMM INC 250 WILLIAMS STREET 5TH FLOOR ATLANTA GA 30303 SOFTWARE SOLUTIONS 60169350 THE SOURCING GROUP LLC 77 WATER STREET NEW YORK NY 10005 BUSINESS SOLUTIONS 24824050 COTIVITI INC 201 JONES RD STE 400 WALTHAM MA 02451 SOFTWARE SOLUTIONS 15326989 MERKLE INC 32 6TH AVENUE 18TH FLOOR NEW YORK NY 10013 BUSINESS SOLUTIONS 5353448 119 GOVERNMENT-SUBSIDIZED PREMIUMS 900099 3157899926 3157899926 SUBSCRIBER PREMIUM REVENUE 900099 2399697279 2399697279 THIRD PARTY ADMINISTRATIVE FEES 540000 2882766 670372 2212394 5560479971 13832867 -1856156 15689023 29073308 26359122 2714186 2714186 2714186 22465551 11924180 0 3936304 22465551 7987876 30453427 30453427 PHARMACY REVENUE 440000 153688 -185 153873 MISCELLANEOUS INCOME 900099 303 303 153991 5607634442 5558267392 510111 48856939 X 268889 268889 30423779 30423779 125130 125130 132239807 132239807 1915893 1915893 14759861 14759861 11900425 11900425 6511949 6511949 2707374 2707374 6398 6398 74394 74394 216853270 216853270 10977102 10977102 13879174 13879174 29075145 29075145 1736511 1736511 87785 87785 5572 5572 18769109 18769109 5108776 5108776 SUBSCRIBER BENEFITS 5067996691 5067996691 OUTSOURCED SERVICES 61040525 61040525 CAPITATION PAYMENTS 32076359 32076359 BROKER COMMISSIONS 13894885 13894885 30139119 16693720 13445399 5702573922 5178076184 524497738 0 209228465 260820528 278593137 338144539 349756 0 15478993 19452400 379207256 192901820 178483544 186305436 71359193 127128780 753445176 776390777 3927592 1785269 373060580 236516470 1883926436 1946544199 946057109 993521539 46443343 48360885 47099505 44870890 254770302 293238470 1294370259 1379991784 X 589556177 566552415 589556177 566552415 1883926436 1946544199 X -94939480 65862579 6073139 X 0 1 X 1 0 2541474 2541474 33833658 24251046 9582612 292243177 133191833 159051344 340625 50248322 35458941 15130006 186305436 INVESTMENT IN ADVANTAGECARE 384024650 C INVESTMENT IN EMBLEMHEALTH PLAN, INC. 237341297 C INVESTMENT IN HIP HOLDINGS INC 154640551 C INVESTMENT IN BRONXDOCS 384279 C 776390777 HEALTHCARE RECEIVABLES 213245190 LEGAL SETTLEMENT RECEIVABLE 7000000 FEDERAL TAX RECEIVABLE 1234540 DEFERRED RENT 575053 INTEREST/DIVIDENDS RECEIVABLE 491 OTHER CURRENT ASSETS 14461196 236516470 PENSION LIABILITY 137862429 DEFERRED RENT 70099570 NOTES PAYABLE TO EMBLEMHEALTH PLAN, INC. 19846543 OTHER LONG TERM LIABILITIES 65429928 293238470 X PART X, LINE 2: FIN 48 DISCLOSURE THE COMPANY HAS NOT TAKEN ANY UNSUBSTANTIATED TAX POSITION THAT WOULD REQUIRE PROVISIONS OF A LIABILITY UNDER ASC 740, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. THE COMPANY DOES NOT BELIEVE THERE ARE ANY MATERIAL UNCERTAIN TAX POSITIONS AND, ACCORDINGLY, DID NOT RECOGNIZE ANY LIABILITY FOR UNRECOGNIZED TAX POSITIONS. FOR THE YEAR ENDED DECEMBER 31, 2021, THERE WERE NO INTEREST OR PENALTIES RECORDED OR INCLUDED IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS. 1 1199 SEIU HOME CARE INDUSTRY EDUCATION PO BOX 463 NEW YORK NY 10018 711028611 501(C)(3) 15000 0 GENERAL SUPPORT ARCHCARE GALA BENEFITS OFFICE CO CMI EVENTS 1325 SIXTH AVE 27TH FL NEW YORK NY 10019 134054158 501(C)(3) 25000 0 GENERAL SUPPORT CHILDRENS AID SOCIETY 711 THIRD AVE SUITE 700 NEW YORK NY 10017 135562191 501(C)(3) 6000 0 GENERAL SUPPORT CITIZENS BUDGET COMMISSION INC 240 WEST 35TH STREET SUITE 302 NEW YORK NY 10001 130576141 501(C)(3) 28440 0 GENERAL SUPPORT CUNY SCHOOL OF PROFESSIONAL STUDIES 25 43RD STREET 19TH FL NEW YORK NY 10036 452579691 501(C)(3) 10000 0 GENERAL SUPPORT DOMINICAN MEDICAL DENTAL COMMUNITY OUTREACH SOCIETY INC 435 FORT WASHINGTON AVE STE 1C NEW YORK NY 10033 274628678 501(C)(3) 25000 0 GENERAL SUPPORT MARK MESSIER FOUNDATION C/O MONARCH 209 E 31ST STREET NEW YORK NY 10016 813578531 501(C)(3) 10000 0 GENERAL SUPPORT KABAET 4 LLC 660 WHITE PLAINS ROAD STE 525 TARRYTOWN NY 10591 831969368 10000 0 TOY DRIVE DONATION MEDICARE RIGHTS CENTER 266 WEST 37TH STREET 3RD FL NEW YORK NY 10018 133505372 501(C)(3) 6000 0 GENERAL SUPPORT NATIONAL ALLIANCE ON MENTAL ILLNESS OF NEW YORK CITY INC 505 8TH AVENUE SUITE 1103 NEW YORK NY 10018 133077692 501(C)(3) 15000 0 GENERAL SUPPORT NEW YORK BUILDING CONGRESS INC 1040 AVE OF THE AMERICAS 21ST FL NEW YORK NY 10018 131097030 501(C)(6) 6750 0 GENERAL SUPPORT NEW YORK COMMON PANTRY INC 8 EAST 109TH STREET NEW YORK NY 10029 133127972 501(C)(3) 20000 0 GENERAL SUPPORT UNIFORMED FIREFIGHTERS ASSOC 204 EAST 23RD STREET NEW YORK NY 10010 135456100 501(C)(5) 15000 0 GENERAL SUPPORT UNITED HOSPITAL FUND 1411 BROADWAY 12TH FLOOR NEW YORK NY 10018 131562656 501(C)(3) 10000 0 GENERAL SUPPORT UNIVERSITY OF MICHIGAN HOSPITAL 3003 SOUTH STATE STREET ANN ARBOR MI 48109 386006309 501(C)(3) 20000 0 GENERAL SUPPORT WESTCHESTER JEWISH COMMUNITY 845 NORTH BROADWAY WHITE PLAINS NY 10603 131740071 501(C)(3) 10000 0 GENERAL SUPPORT 13 3 PART I, LINE 2: HEALTH INSURANCE PLAN OF GREATER NEW YORK ("HIPGNY") HAS AN INTERNAL REVIEW PROCESS FOR ALL CHARITABLE GRANTS PAID OUT BY THE ORGANIZATION. EVERY REQUEST FOR A GRANT MUST BE SUBMITTED IN WRITING TO THE CEO AND CHIEF ADMINISTRATIVE OFFICER FOR REVIEW AND APPROVAL. GRANT APPLICATIONS ARE PRIMARILY ACCEPTED FROM 501(C)(3) TAX-EXEMPT ORGANIZATIONS; TO THE EXTENT ANY OF THE GRANTEES ARE NON 501(C)(3) ORGANIZATIONS, THOSE GRANTEES ARE EITHER VOLUNTEER FIRE DEPARTMENTS OR BENEVOLENT FUNDS THAT SUPPORT CHARITABLE ENDEAVORS. X X X X 1 1 0 0 0 1 0 1 0 KAREN IGNAGNI PRESIDENT (THRU 12/2021)/CEO 1206169 0 3991200 0 0 0 43400 0 22787 0 5263556 0 0 0 MICHAEL PALMATEER CAO (THRU 12/2021)/PRESIDENT 786231 0 2243530 0 0 0 205501 0 10411 0 3245673 0 0 0 BETH AMBER FABBRI CHIEF MARKETING & COMM OFFICER 588350 0 1045200 0 0 0 36900 0 12830 0 1683280 0 0 0 DAVID NOTARI SVP, SALES (THRU 07/2021) 183111 0 1003026 0 381311 0 43400 0 5691 0 1616539 0 0 0 JEFFREY CHANSLER CHIEF LEGAL OFFICER 511925 0 1022316 0 0 0 43400 0 25492 0 1603133 0 0 0 NAVARRA RODRIGUEZ SVP, PRESIDENT/CMO ACPNY 493029 0 1050000 0 0 0 43400 0 9455 0 1595884 0 0 0 RODGER WENZEL SVP, MEDICAL ECONOMICS(THRU 05/2021) 123207 0 999250 0 392189 0 43400 0 3908 0 1561954 0 0 0 ANTOINETTE CASSETTA SVP, GOV'T PROGRAMS (THRU 02/2021) 64371 0 964080 0 415626 0 43400 0 1526 0 1489003 0 0 0 DONNA HUGHES CHIEF PEOPLE OFFICER 499219 0 752250 0 0 0 43400 0 3104 0 1297973 0 0 0 JENNIFER TRUSCOTT CHIEF OF OPERATIONS 449868 0 682650 0 0 0 43400 0 4260 0 1180178 0 0 0 HEATHER TAMBORINO CHIEF FINANCIAL OFFICER 695450 0 414400 0 0 0 43400 0 7926 0 1161176 0 0 0 THOMAS MACMILLAN CHIEF INFORMATION OFFICER 425153 0 697425 0 0 0 36900 0 747 0 1160225 0 0 0 DEBRA LIGHTNER CHIEF COMPLIANCE OFFICER 387939 0 711144 0 0 0 36900 0 4330 0 1140313 0 0 0 GEORGE BABITSCH SVP, ACCOUNT MGMT. 396240 0 560730 0 0 0 51362 0 11591 0 1019923 0 0 0 CHRISTOPHER CHAPPELEAR CHIEF ACTUARY (THRU 10/2021) 305463 0 586863 0 19312 0 43400 0 9791 0 964829 0 0 0 JEFF DANILO THRU 032021 SVP, PROVIDER NETWK & POP. HEALTH 50496 0 848283 0 5954 0 43400 0 1678 0 949811 0 0 0 CARA BERKOWITZ THRU 092021 VP, GOV'T AFFAIRS & POLICY 189155 0 396333 0 300136 0 36900 0 5702 0 928226 0 0 0 RICHARD H DAL COL CHIEF MEDICAL OFFICER 481251 0 282435 0 0 0 43400 0 6704 0 813790 0 0 0 EDINA VUKIC THRU 052021 VP, PROVIDER NETWK MGMT & POP. 96143 0 363833 0 306536 0 30011 0 2485 0 799008 0 0 0 DAVID BAUM VP, OPERATIONS (THRU 04/2021) 76468 0 317200 0 325529 0 43400 0 1723 0 764320 0 0 0 KAREN MORAN SVP, COMMERCIAL PRODUCT & STRATEGY 369097 0 327420 0 0 0 36900 0 11695 0 745112 0 0 0 VICTORIA GUGGENHEIM VP, SERVICE DELIVERY (THRU 02/2021) 39980 0 281750 0 347605 0 43400 0 835 0 713570 0 0 0 SANDRA M CLARKE VP, CUSTOMER EXPER. (THRU 03/2021) 51248 0 269636 0 325481 0 36900 0 94 0 683359 0 0 0 ERIC J WALLACE SVP, PROVIDER NETWK & POP. HEALTH 375585 0 111750 0 0 0 36900 0 585 0 524820 0 0 0 ALEXANDER CLAGUE SVP, GOV. PROGRAMS (AS OF 02/2021) 341981 0 0 0 0 0 43400 0 9169 0 394550 0 0 0 JOHN FEERICK CHAIRMAN 0 166375 0 0 0 0 0 0 0 0 0 166375 0 0 BERNARD SCHAYES MD DIRECTOR 36920 118000 0 0 0 0 0 0 0 0 36920 118000 0 0 PAUL E GIBSON FORMER DIRECTOR 0 154875 0 0 0 0 0 0 0 0 0 154875 0 0 JAY EDMOND RUSS ESQ DIRECTOR (THRU 12/2021) 9993 141125 0 0 0 0 0 0 0 0 9993 141125 0 0 CHARLES WANG FORMER DIRECTOR 125130 0 0 0 0 0 0 0 0 0 125130 0 0 0 PART I, LINES 4A-B LINE 4(A) - SEVERANCE THE FOLLOWING INDIVIDUALS REPORTED ON THE FORM 990, SCHEDULE J, RECEIVED SEVERANCE PAYMENTS IN CALENDAR YEAR 2021: -VP, OPERATIONS, DAVID BAUM $305,000 -VP, GOV'T AFFAIRS & POLICY, CARA BERKOWITZ $290,000 -SVP, GOVERNMENT PROGRAMS, CASSETTA ANTOINETTE $390,000 -VP, CUSTOMER EXPERIENCE, SANDRA CLARKE $300,000 -VP, SERVICE DELIVERY, VICTORIA GUGGENHEIM $325,000 -SVP, SALES, DAVID NOTARI $368,500 -VP, PROVIDER NETWK MGMT & POP., EDINA VUKIC $295,000 -SVP, MEDICAL ECONOMICS, RODGER WENZEL $375,000 THE SEVERANCE PAYMENTS DOCUMENTED ABOVE ARE REPORTED IN THE FORM 990, SCHEDULE J, PART II, COLUMN (B)(III). LINE 4(B) - SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN EMBLEMHEALTH SERVICES COMPANY, LLC ("EMBLEMHEALTH SERVICES") SPONSORS A NONQUALIFIED RETIREMENT PLAN THAT OFFICERS OF HIPGNY WITH THE TITLES OF SENIOR VICE PRESIDENT AND ABOVE HIRED BEFORE JUNE 1, 2009, PARTICIPATE IN. THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EMBLEMHEALTH SERVICES 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 WHO RETIRE PRIOR TO AGE 65 HAVE THEIR BENEFITS REDUCED BY EARLY RETIREMENT FACTORS. PART I, LINE 6 HIPGNY HAS A SALES PERFORMANCE AWARD PROGRAM IN PLACE THAT IS DESIGNED TO INCENTIVIZE ITS SALES EMPLOYEES TO DELIVER HIGH QUALITY SERVICE TO HIPGNY'S CUSTOMERS/SUBSCRIBERS. EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PROGRAM HAVE TWO OPPORTUNITIES TO EARN SALES INCENTIVES: 1. A QUARTERLY BONUS OPPORTUNITY BASED UPON MEETING CERTAIN MEMBERSHIP AND GOAL METRICS AND, 2. A BONUS BASED ON ACHIEVING NEW MEDICARE SUPPLEMENTAL SALES THESE COMMISSION PAYMENTS ARE REPORTED IN THE FORM 990, SCHEDULE J, PART II, COLUMN (B)(II). OF THE INDIVIDUALS REPORTED ON THE FORM 990, ONLY THE ORGANIZATION'S TOP FIVE HIGHLY COMPENSATED EMPLOYEES PARTICIPATE IN THIS PROGRAM. PART I, LINE 7 BONUS PAYMENTS HIPGNY (VIA EMBLEMHEALTH SERVICES, THE PAYROLL PAYOR) PROVIDES ANNUAL INCENTIVE AWARDS BASED UPON THE ACHIEVEMENT OF PERFORMANCE METRICS. 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). FORM 990, SCHEDULE J, PART II, COLUMN (C) AND (F): THE MANAGEMENT PENSION PLAN WAS FROZEN EFFECTIVE JANUARY 1, 2016 AND REPLACED WITH A MATCHING 401(K) PROGRAM. THE AMOUNTS IN COLUMN C PRIMARILY REPRESENT THE COMPANY MATCH TO THE 401(K) PROGRAM. FOR FIVE INDIVIDUALS, (MICHAEL PALMATEER, GEORGE BABITSCH, JEFFREY CHANSLER, KAREN IGNAGNI, AND CHRISTOPHER CHAPPELEAR), COLUMN C ALSO REPORTS THE CHANGE IN ACTUARIAL VALUE OF THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II FOR EMBLEMHEALTH SERVICES COMPANY, LLC ("SERP II"). THE SERP II AMOUNTS INCLUDED IN COLUMN C ARE DEFERRED COMPENSATION THAT MAY OR MAY NOT BE PAID AS IT IS SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. THIS DOES NOT REPRESENT ACTUAL PAYMENT RECEIVED IN 2021. TO THE EXTENT ANY INDIVIDUAL REPORTED ON SCHEDULE J HAS COMPENSATION REPORTED IN COLUMN (F), THOSE AMOUNTS REFLECT PAYOUTS OF PREVIOUSLY REPORTED DEFERRED COMPENSATION ON A PRIOR YEAR FORM 990. THERE HAVE BEEN NO PAYOUTS FROM SERP II SINCE INCEPTION FOR THE INDIVIDUALS NOTED ABOVE. DR LESTER LEBLANC FAMILY OF BD MEMBER 91975 DENT. WAGES 0 FORM 990, SCHEDULE L: HIPGNY 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). HIPGNY COMPILES A LENGTHY SUMMARY REPORT OF ALL POTENTIAL BUSINESS TRANSACTIONS BETWEEN THE INDIVIDUALS REPORTED ON PART VII OF THE FORM 990 AND HIPGNY 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. GENERAL STATEMENT ABOUT THE COVID-19 PANDEMIC'S IMPACT ON HIPNY: ON MARCH 11, 2020, THE WORLD HEALTH ORGANIZATION DECLARED COVID-19 A GLOBAL PANDEMIC. EMBLEMHEALTH COMPANY EXECUTED PREPAREDNESS PLANS TO CREATE SUSTAINABLE OPERATIONS THAT ENABLED BUSINESS AS USUAL AND CRISIS RESPONSE. THE COMPANY MAINTAINED CONTINUITY OF OPERATIONS ENABLING AND ENGAGING OUR WORKFORCE TO A REMOTE WORK ENVIRONMENT AND IMPLEMENTED ENHANCED SAFETY PROTOCOLS AND PROGRAMS THAT SUPPORT THE HEALTH AND MENTAL WELL-BEING OF OUR EMPLOYEES. STRONG LOCAL PRESENCE IN COMMUNITIES THROUGHOUT NEW YORK AND CONNECTICUT ENABLED THE COMPANY TO PLAY AN ESSENTIAL ROLE IN RESPONSE TO COVID-19, AS WELL AS PROVIDE CONTINUOUS SUPPORT FOR ITS MEMBERS. MEMBERS AND PATIENTS HAVE CONTINUED TO BE SERVED THROUGH EXPANDED PHARMACY BENEFITS, ACCESS TO TELEMEDICINE, AND 24/7 NURSE LINES. THE COMPANY ASSISTED WITH AFFORDABILITY TO MEMBERS THROUGH EXTENDED GRACE PERIODS FOR PAYMENTS OFPREMIUMS OR LIMITED COVERAGE TERMINATION BASED ON NON-PAYMENT OFPREMIUMS OR FEES AND ACCELERATED OR ADVANCED PAYMENTS TO HEALTH CARE PROVIDERS. THE COMPANY WILL CONTINUE TO WORK WITH ITS MEMBERS, PROVIDERS AND EMPLOYEES TO PROVIDE SUPPORT DURING THE PANDEMIC. THE COVID-19 PANDEMIC IS ONGOING AND THE IMPACT TO THE COMPANY AND RESULTS REMAINS DIFFICULT TO PREDICT. THERE HAS BEEN AN UPTICK IN CARE RELATED TO DEFERRED CARE FROM EARLIER IN THE PANDEMIC AS WELL AS CONTINUED COVID-19 RELATED CARE COSTS. UNCERTAINTY ALSO STEMS FROM CHANGES IN GOVERNMENT REGULATION (VACCINATION COSTS, POTENTIAL FURTHER BOOSTER COSTS, AT HOME TESTING COSTS, ETC.) AS WELL AS UNKNOWNS RELATED TO FUTURE STRAINS AND FUTURE TREATMENTS THAT COULD RESULT IN INCREASED OR DECREASED CARE COSTS. AT THIS POINT, THE COMPANY IS UNABLE TO DETERMINE THE LENGTH OR SEVERITY OF THE PANDEMIC AND ANY FUTURE IMPACTS ON ITS FINANCIAL POSITION, RESULTS OF OPERATIONS, AND CASH FLOWS. THE COMPANY WILL CONTINUE TO CLOSELY MONITOR THE PANDEMIC, AS WELL AS RESULTING LEGISLATIVE AND REGULATORY CHANGES. FORM 990, PART I, LINE 1 AND COMMUNITIES BY OFFERING ACCESS TO HIGH-QUALITY, AFFORDABLE HEALTH CARE. FORM 990, PART III - REVENUE & EXPENSE ALLOCATIONS: THE ORGANIZATION NOTES THAT THE ALLOCATION OF PROGRAM SERVICE EXPENDITURES REPORTED ON PART III OF THE FORM 990 IS DERIVED FROM HIPGNY'S STATUTORY FINANCIAL STATEMENTS (STAT) - ANALYSIS OF OPERATIONS BY LINES OF BUSINESS. THE FORM 990 IS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP); ACCORDINGLY, THERE MAY BE ADDITIONAL ALLOCATIONS OF EXPENDITURES TO ACHIEVE CONFORMITY BETWEEN THE GAAP AND STAT REPORTS. FORM 990, PART V, LINE 1A AND PART VII, INDEPENDENT CONTRACTORS: THE TOTAL NUMBER OF INDEPENDENT CONTRACTORS REPORTED ON PART V, LINE 1A REPRESENTS THOSE VENDORS THAT RECEIVED A 1099 DIRECTLY FROM HIPGNY'S EIN#. THE NUMBER OF 1099S REPORTED ON THE FORM 990 DECREASED FROM PRIOR YEAR REPORTING BECAUSE THE ORGANIZATION'S SUPPORTING ORGANIZATION, EMBLEMHEALTH INC., FILED SOME FORMS 1099S ON BEHALF OF HEALTH INSURANCE PLAN OF GREATER NEW YORK. HIPGNY, AS A PART OF ITS BUSINESS, UNDERTAKES A SIGNIFICANT AMOUNT OF CLAIMS PROCESSING; IN 2021, HIPGNY ISSUED 1,062 1099S AS A RESULT OF ITS CLAIMS PROCESSING ACTIVITIES. THE 1099S FOR THE CLAIMS PROCESSING ARE NOT REPORTED ON LINE 1(A) BUT ARE DISCLOSED HERE IN THE INTERESTS OF FULL DISCLOSURE. IN TOTAL, HIPGNY AND EMBLEMHEALTH SERVICES PAID COMPENSATION EXCEEDING $100,000 TO 119 VENDORS IN 2021. FORM 990, PART V, LINE 2(A): HIPGNY DOES NOT FILE A FORM W-3 AS ALL EMPLOYEE PAYROLL IS PAID OUT OF EMBLEMHEALTH SERVICES. IN THE INTERESTS OF CLARITY, HIPGNY IS DISCLOSING THAT 2,604 EMPLOYEES RECEIVED W-2S FROM EMBLEMHEALTH SERVICES (OSTENSIBLY FOR SERVICES RENDERED TO HIPGNY AND TO OTHER AFFILIATED ENTITIES). FORM 990, PART VI, SECTION A, LINE 2 IN THE INTERESTS OF FULL DISCLOSURE, THE ORGANIZATION NOTES THAT VARIOUS OFFICERS AND/OR DIRECTORS, 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 SERVICES RENDERED TO THE RELATED FOR-PROFIT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 EMBLEMHEALTH, INC., A NEW YORK NOT-FOR-PROFIT CORPORATION, IS THE SOLE MEMBER OF HIPGNY. EMBLEMHEALTH, INC. (EIN 13-3941542) IS EXEMPT FROM FEDERAL TAXATION PURSUANT TO IRC 501(C)(3). FORM 990, PART VI, SECTION B, LINE 11B 990 REVIEW PROCESS THE TAXPAYER'S FORM 990 FOR THE YEAR ENDING DECEMBER 31, 2021 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, CHIEF ADMINISTRATIVE OFFICER, CHIEF FINANCIAL OFFICER, AND VP, DEPUTY GENERAL COUNSEL. FORM 990, PART VI, SECTION B, LINE 12C INDEPENDENCE 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 CHIEF COMPLIANCE OFFICER AND BY THE VP, DEPUTY GENERAL COUNSEL, 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 CHIEF COMPLIANCE OFFICER AND THE VP, DEPUTY 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, SECTION B, LINE 15 COMPENSATION REVIEW PROCESS TO DETERMINE THE COMPENSATION OF THE CEO AND ALL OTHER OFFICERS OF THE COMPANY, HIPGNY 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 HIPGNY 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. THE ORGANIZATION COMMISSIONS AN INDEPENDENT REVIEW OF COMPENSATION BY AN INDEPENDENT THIRD-PARTY COMPENSATION CONSULTANT ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION C, LINE 19 PUBLIC DOCUMENTS THE TAXPAYER MAKES ITS FORM 990 AND FORM 1023 AVAILABLE TO THE PUBLIC BY RETAINING A COPY OF EACH AT ITS HOME OFFICE AT 55 WATER STREET, NEW YORK, NEW YORK. THE ORGANIZATION'S FORM 990 IS ALSO AVAILABLE FOR PUBLIC INSPECTION ON WWW.GUIDESTAR.COM. THE TAXPAYER'S FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. 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 HIPGNY 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 HIPGNY NETWORK. FORM 990, PART IX: AMOUNTS REPORTED ON PART IX, LINE 5, AS COMPENSATION PAID TO OFFICERS, DIRECTORS AND KEY-EMPLOYEES OF HIPGNY REPRESENT THOSE SALARY COSTS REPORTED ON FORM 990, PART VII, LINE 1(D) THAT ARE ALLOCATED FROM THE RELATED PARTY, EMBLEMHEALTH SERVICES, LLC. HIPGNY 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, HIPGNY 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 HIPGNY'S DAY-TO-DAY MISSION ACTIVITIES. NEVERTHELESS, EVEN TAKING THIS CONSERVATIVE APPROACH, HIPGNY'S PROGRAM SERVICE EXPENSES CONSTITUTE NEARLY 90% OF TOTAL EXPENDITURES. FORM 990, PART XI, LINE 9: CHANGE IN MINIMUM PENSION LIABILITY 5,523,651. OTHER BOOK TO TAX ADJUSTMENTS 549,488. EMBLEMHEALTH SERVICES COMPANY LLC 55 WATER STREET NEW YORK NY 10041 SUPPORT SVCS NY -11794 192926907 HIPGNY EMBLEMHEALTH INC 55 WATER STREET NEW YORK NY 10041 133941542 SUPPORT SVCS NY 501(C)(3) 12(C) HIPGNY 1 EMBLEMHEALTH CITYBLOCK LLC C/O EMBLEMHEALTH 55 WATER STREET NEW YORK NY 10041 831246215 HEALTHCARE NY EMBLEMHEALTH UNRELATED 0 0 BRONXDOCS MANAGEMENT CO LLC 55 WATER STREET TAX DEPT 9TH FL NEW YORK NY 10041 844004402 HEALTHCARE NY HIPGNY UNRELATED -1856156 1148352 0 -1856156 1 0.51000 EMBLEMHEALTH PLAN INC 55 WATER STREET NEW YORK NY 10041 135511997 INSURANCE NY HIPGNY C 632746198 593746163 1.00000 1 HIP HOLDINGS INC & SUBSIDIARIES 55 WATER STREET NEW YORK NY 10041 133819759 INSURANCE NY HIPGNY C 1861423518 1215781217 1.00000 1 ADVANTAGECARE PHYSICIANS PC 55 WATER STREET NEW YORK NY 10041 460970995 HEALTHCARE NY HIPGNY C 453741119 161597250 1.00000 1 SIUC MEDICAL PC 55 WATER STREET NEW YORK NY 10041 810689784 HEALTHCARE NY HIPGNY C 7767637 1799554 1.00000 1 1 0 0 0 0 1 1 0 0 0 0 1 1 1 1 1 1 1 0 EMBLEMHEALTH INC M 1782555 COST EMBLEMHEALTH INC P 1782555 COST EMBLEMHEALTH PLAN INC (EHPI) R 396931 COST EMBLEMHEALTH PLAN INC (EHPI) E 19846543 COST EMBLEMHEALTH PLAN INC (EHPI) G 32000000 COST HIP HOLDINGS INC & SUBSIDIARIES F 55000000 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) L 6900000 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) Q 6900000 COST HIP HOLDINGS INC & SUBSIDIARIES (EHIC) M 213600000 COST HIP HOLDINGS INC & SUBSIDIARIES (HIP-IPA) M 1100000 COST HIP HOLDINGS INC & SUBSIDIARIES (HIP-IPA) L 900000 COST HIP HOLDINGS INC & SUBSIDIARIES (HIP-IPA) Q 900000 COST HIP HOLDINGS INC & SUBSIDIARIES (HIP-IPA) F 12500000 COST ADVANTAGECARE PHYSICIANS PC A 11500000 MARKET RATE SCHEDULE R, PART V, LINE 2: EMBLEMHEALTH, INC. IS THE PARENT ORGANIZATION OF HIPGNY, A 501(C)(4) TAX-EXEMPT ORGANIZATION THAT DELIVERS QUALITY, AFFORDABLE HEALTH INSURANCE TO MEMBERS. EMBLEMHEALTH, INC., IN CONJUNCTION WITH ITS SUBSIDIARIES, FOSTERS AND FACILITATES HIPGNY'S EFFORTS TO GIVE BACK TO THE COMMUNITY. COSTS ASSOCIATED WITH RUNNING EMBLEMHEALTH, INC. ARE REIMBURSED BY HIPGNY (AT COST); THESE TRANSACTIONS ARE MEMORIALIZED WITH TRANSACTION CODE M & P. TRANSACTIONS WITH EMBLEMHEALTH PLAN, INC (EHPI) HIPGNY HAD ADVANCED $165 MILLION TO EHPI IN ACCORDANCE WITH SECTION 1307 OF THE INSURANCE LAW OF THE STATE OF NEW YORK WITH INTEREST ACCRUING AT 2% PER ANNUM. THE NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES APPROVED THE CONVERSION OF $165 MILLION SURPLUS NOTES ISSUED AND DUE FROM EHPI TO AN EQUITY INVESTMENT IN EHPI THROUGH A CAPITAL CONTRIBUTION FOR NO CONSIDERATION. THE CONVERSION WAS EFFECTIVE DECEMBER 31, 2020. DUE TO THE CONVERSION, THE CARRYING VALUE OF THE SURPLUS NOTE RECEIVABLE RECORDED IN OTHER INVESTED ASSETS IN THE STATUTORY-BASIS STATEMENTS OF ASSETS, LIABILITIES AND SURPLUS WAS $0 AS OF DECEMBER 31, 2021. ON SEPTEMBER 28, 2021, EHPI RECEIVED APPROVAL FROM THE DEPARTMENT TO PURCHASE NON-ADMITTED SUBJECT ASSETS (PRIMARILY LEASEHOLD IMPROVEMENTS) FROM EMBLEMHEALTH SERVICES COMPANY, LLC AT A NET BOOK VALUE OF APPROXIMATELY $32.0 MILLION. A NEW INTERCOMPANY AGREEMENT BETWEEN EHPI AND HIPGNY, AND EHIC WAS SUBMITTED TO AND APPROVED BY THE DEPARTMENT SO THAT HIPGNY AND EHIC CAN BE CHARGED BACK FOR ITS CONTINUED USE OF ITS SHARE OF FIXED ASSETS. ON MAY 15, 2020, HIPGNY ISSUED SURPLUS NOTES PAYABLE DUE TO EHPI IN THE AMOUNT OF $19.8 MILLION 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 SHALL ONLY BE MADE OUT OF FREE AND DISPOSABLE SURPLUS, SUBJECT TO PRIOR APPROVAL OF THE SUPERINTENDENT. THE SURPLUS NOTES PAYABLE DUE TO EHPI ARE REPORTED IN HIP'S SURPLUS RATHER THAN REPORTED AS A LIABILITY AS REQUIRED BY GAAP. NEVERTHELESS, HIPGNY IS DISCLOSING THE AMOUNT OF INTEREST EXPENSE THAT ACCRUED DURING 2021 WITH TRANSACTION CODE R. TRANSACTIONS WITH HIP HOLDINGS, INC. & SUBS - HIP INSURANCE COMPANY OF NEW YORK ("EHIC") HIP HOLDINGS, INC. ("HIP HOLDINGS") IS A FOR-PROFIT, DELAWARE HOLDING CORPORATION, WHICH IN TURN IS WHOLLY OWNED BY HIPGNY. HIP HOLDINGS IS THE SOLE MEMBER AND PARENT CORPORATION OF EMBLEMHEALTH INSURANCE COMPANY ("EHIC"). EHIC PROVIDES THE INDEMNITY HEALTH INSURANCE PRODUCTS, INCLUDING THE PORTION OF DUAL OPTION PRODUCTS OFFERED BY HIPGNY, WHICH ADMINISTERS THE COLLECTION OF PREMIUMS AND PAYS CLAIMS ON BEHALF OF EHIC. PREMIUMS COLLECTED ON BEHALF OF EHIC WERE APPROXIMATELY $105,600,000 FOR THE YEAR ENDED DECEMBER 31, 2021. HIPGNY PAID OUT-OF-NETWORK CLAIMS ON BEHALF OF EHIC OF $108,000,000 IN 2021. UNDER THE TERMS OF A SERVICE AGREEMENT, HIPGNY ALLOCATED COSTS ASSOCIATED WITH ADMINISTERING THE PREMIUMS AND CLAIMS OF APPROXIMATELY $6,900,000 TO EHIC FOR THE YEAR ENDED DECEMBER 31, 2021. ON SEPTEMBER 24, 2021 CONNECTICARE HOLDING COMPANY, INC. DECLARED A DIVIDEND IN THE AMOUNT OF $55.0 MILLION TO HIP HOLDINGS, INC. WITH THE UNDERSTANDING THAT HIP HOLDINGS WILL, IN TURN, ISSUE A DIVIDEND TO HIPNY. CONNECTICARE HOLDING COMPANY, INC. PAID $55.0 MILLION ON SEPTEMBER 28, 2021, TO ITS PARENT HIP HOLDINGS, INC. AS OF SEPTEMBER 30, 2021, HIP HOLDINGS, INC. PAID A DIVIDEND IN THE AMOUNT OF $55 MILLION TO ITS ULTIMATE PARENT HIPGNY. TRANSACTIONS WITH HIP HOLDINGS, INC. - HIP NETWORK SERVICES IPA, INC. ("HIP-IPA") HIPGNY 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, 2021, HIPGNY INCURRED APPROXIMATELY $1,000,000 FOR CAPITATION AND $100,000 FOR DATA COLLECTION SERVICES. HIPGNY PAID PROVIDERS $900,000 ON BEHALF OF HIP-IPA FOR CLAIMS INCURRED. ON APRIL 27, 2021, THE BOARD OF DIRECTORS OF HIP-IPA EXECUTED A UNANIMOUS WRITTEN CONSENT TO PAY A DIVIDEND IN THE AMOUNT OF $12.5 MILLION TO HIP HOLDINGS, WITH THE UNDERSTANDING THAT HIP HOLDINGS WILL, IN TURN, ISSUE A DIVIDEND TO HIPGNY. ON APRIL 28, 2021, HIP-IPA PAID A DIVIDEND IN THE AMOUNT OF $12.5 MILLION DIRECTLY TO HIPGNY. TRANSACTIONS WITH ADVANTAGECARE PHYSICIANS P.C. ("ACPNY") ACPNY PROVIDES HEALTH CARE SERVICES TO CERTAIN SUBSCRIBERS OF EMBLEMHEALTH'S HEALTH BENEFIT PLANS AND WHICH OPERATES OUT OF FACILITIES OWNED OR LEASED BY HIPGNY. HIPGNY LEASES CERTAIN MEDICAL AND ADMINISTRATIVE FACILITIES UNDER NONCANCELABLE OPERATING LEASES. FOR THE YEAR ENDED DECEMBER 31, 2021, HIPGNY CHARGED ACPNY $11,500,000 FOR RENT, DEPRECIATION AND OTHER FACILITY-RELATED EXPENSES ASSOCIATED WITH THESE PROPERTIES AT COST.