2022-11-14T09:34:02-06:00 2021-12-31 135565207 KPMG LLP 345 PARK AVENUE NEW YORK NY 101540102 990 2021-01-01 133330672 AFFINITY LEGACY INC AFFI 7187947700 922 E TREMONT AVE 2105 BRONX NY 10460 RACHEL AMALFITANO CFO 5169821146 2022-11-11 1 RACHEL AMALFITANO 999009999 OMO-OSE JOSEPH-ERAMEH P02534927 2127589700 2022-11-09 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z X CLARA HANSEN 922 E TREMONT AVE 2105 BRONX NY 10460 1720685032 0 X AFFINITYLEGACY.ORG X 1986 NY IMPROVE THE HEALTH AND WELL-BEING OF MEMBERS, THEIR FAMILIES, AND THEIR COMMUNITIES. X 10 10 722 12 0 0 0 0 1354034147 1311867660 2797341 812922 22667749 626941 1379499237 1313307523 0 0 0 0 60100558 66398515 0 0 0 1242590137 1221886550 1302690695 1288285065 76808542 25022458 556524045 103380908 518534257 1377925 37989788 102002983 X THE MISSION OF AFFINITY LEGACY, INC., F/K/A AFFINITY HEALTH PLAN (AFFINITY), IS TO IMPROVE THE HEALTH AND WELL-BEING OF ITS MEMBERS, THEIR FAMILIES, AND THEIR COMMUNITIES IN COLLABORATION WITH PRIMARY CARE PROVIDERS. FOR MORE INFORMATION, SEE SCHEDULE O. 0 1 852633074 969470201 MEDICAID PROGRAM - AFFINITY HEALTH PLAN'S MEDICAID PROGRAM WAS FUNDED BY THE STATE OF NEW YORK TO MANAGE THE HEALTHCARE AND RELATED COSTS OF MEDICAID PATIENTS IN NEW YORK CITY AND THE SURROUNDING COUNTIES OF NASSAU, SUFFOLK, WESTCHESTER, ROCKLAND AND ORANGE. AFFINITY SOLD THIS BUSINESS/CONTRACT TO MOLINA HEALTHCARE EFFECTIVE 11/1/2021. 167296070 190220811 ESSENTIAL PLAN - THE ESSENTIAL PLAN COVERED ESSENTIAL HEALTH BENEFITS, INCLUDING INPATIENT AND OUTPATIENT CARE, PHYSICIAN SERVICES, DIAGNOSTIC SERVICES AND PRESCRIPTION DRUGS AMONG OTHERS, WITH NO ANNUAL DEDUCTIBLE AND LOW OUT-OF-POCKET COSTS. PREVENTIVE CARE, SUCH AS ROUTINE OFFICE VISITS AND RECOMMENDED SCREENINGS ARE FREE. AFFINITY SOLD THIS BUSINESS/CONTRACT TO MOLINA HEALTHCARE EFFECTIVE 11/1/2021. 109607770 124627428 HARP PROGRAM - HARP WAS AN ADDENDUM TO THE MEDICAID CONTRACT STATED ABOVE AND IS SUBJECT TO THE SAME CONTRACT TERMS. HARP PLANS PROVIDE ENHANCED CARE MANAGEMENT FOR MEMBERS TO HELP THEM COORDINATE ALL THEIR PHYSICAL HEALTH, BEHAVIORAL HEALTH, SUBSTANCE USE DISORDER, AND NONMEDICAL SUPPORT NEEDS. HARP PARTICIPANTS MUST BE 21 OR OLDER, INSURED ONLY BY MEDICAID, AND BE ELIGIBLE FOR MEDICAID MANAGED CARE. AFFINITY SOLD THIS BUSINESS/CONTRACT TO MOLINA HEALTHCARE EFFECTIVE 11/1/2021. 24229086 27549220 CHILD HEALTH PLUS PROGRAM - CHP WAS AVAILABLE TO CHILDREN UNDER THE AGEOF 19 WHO ARE NOT ELIGIBLE FOR MEDICAID AND WHO DO NOT ALREADY HAVECOMPREHENSIVE HEALTH COVERAGE. THE PREMIUM RECEIVED BY THE PLAN DEPENDSUPON INCOME (SOME PARTICIPANTS ARE FULLY SUBSIDIZED). AFFINITY SOLD THIS BUSINESS/CONTRACT TO MOLINA HEALTHCARE EFFECTIVE 11/1/2021. 24229086 27549220 1153766000 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 4922 0 1 722 1 0 0 0 0 0 0 0 0 0 0 1 0 X 10 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 NY X RACHEL AMALFITANO 5169821146 922 E TREMONT AVE 2105 BRONX NY 10460 AMY KNAPP TRUSTEE 1.00 2.00 X 83000 0 0 CALEB DESROSIERS TRUSTEE & VICE CHAIR (THRU JAN 2021) 1.00 2.00 X X 50000 0 0 JOHN SARDELIS TRUSTEE 1.00 2.00 X 99500 0 0 YVETTE WALKER MD TRUSTEE 1.00 2.00 X 100000 0 0 NANETTE FALKENBERG TRUSTEE 1.00 2.00 X 92000 0 0 ROBERT SCHILLER MD TRUSTEE (THRU DEC 2021) 1.00 2.00 X 65000 0 0 VERONA GREENLAND TRUSTEE 1.00 2.00 X 100000 0 0 PALOMA IZQUIERDO-HERNANDEZ TRUSTEE & CHAIR 1.00 2.00 X X 100000 0 0 LYNN SHERMAN TRUSTEE & TREASURER 1.00 2.00 X X 100000 0 0 BRIAN MCINDOE TRUSTEE 1.00 2.00 X 81500 0 0 LINDA MULLER TRUSTEE & SECRETARY 1.00 2.00 X X 78500 0 0 JUDITH FAIRWEATHER TRUSTEE 1.00 2.00 X 86000 0 0 MICHAEL MURPHY PRESIDENT & CEO 35.00 0.00 X 4388277 0 45932 SCOTT BREIDBART CHIEF MEDICAL OFFICER 35.00 0.00 X 1321853 0 49715 LISA MINGIONE VP/CHIEF COMPLIANCE OFFICE 35.00 0.00 X 635414 0 20057 RACHEL AMALFITANO CONSULTANT/CFO 35.00 0.00 X 1067700 0 0 MARK SCLAFANI VP SALES & RETENTION 35.00 0.00 X 577477 0 45708 CRAIG BELLISE VP/CONTROLLER 35.00 0.00 X 547236 0 38244 CLARA MERCEDES HANSEN VP; EXEC DIR AFFINITY LEGACY 35.00 0.00 X 593988 0 42006 DENISE J PESICH VP/CHIEF MARKETING OFFICER 35.00 0.00 X 542751 0 19510 JOANNE SCILIA VICE PRESIDENT, MEDICAL MGMT 35.00 0.00 X 591643 0 25019 11301839 0 286191 9 0 1 0 CHANGE HEALTHCARE SOLUTIONS LLC 3055 LEBANON PIKE NASHVILLE TN 37214 CLAIM PROCESSING 5668608 COGNIZANT TECHNOLOGY SOLUTIONS 500 GLENPOINTE CTRE WEST TEANECK NJ NJ 07666 IT STAFF AUGMENTATION 1570255 SUPPORT SERVICE GROUP 300 S 13TH STREET WACO TX 76701 CUSTOMER SERVICE CONSULTANTS 1202387 AMERIDIAL INC 4535 STRAUSSER ST NW NORTH CANTON OH 44720 CUSTOMER SERVICE 1084729 DC SOLUTIONS LLC 41 MEADOW DRIVE SHREWSBURY NJ 07702 FACETS SOFTWARE SUPPORT 814642 10 MEDICAID 900099 969470201 969470201 ESSENTIAL PLAN 900099 190220811 190220811 HARP 900099 124627428 124627428 CHILD HEALTH PLUS 900099 27549220 27549220 1311867660 1957343 1957343 406233088 407377509 -1144421 -1144421 -1144421 VIRTUAL CARD INTERCHAN 900099 626941 626941 626941 1313307523 1312494601 0 812922 X 8564448 8564448 47762772 47762772 1489907 1489907 6037333 6037333 2544055 2544055 396211 396211 431277 431277 320608 320608 14152531 14152531 1335140 1335140 24316174 24316174 14775022 14775022 6595212 6595212 58540 58540 636746 636746 1528398 1528398 3042596 3042596 532095 532095 INPATIENT CLAIMS 297050399 297050399 PHARMACY 237836357 237836357 PRIMARY CARE 133838946 133838946 OTHER PROFESSIONAL SERV 124803073 124803073 360237225 360237225 1288285065 1153766000 134519065 0 208198081 14680357 4654216 8677052 59831301 4102945 2089930 0 8036970 215483594 29481213 56216938 48452356 556524045 103380908 499366039 1377925 83904 19084314 0 518534257 1377925 X -62886862 102002983 100876650 0 37989788 102002983 556524045 103380908 X 25022458 -525609 39516346 X 0 1 X 1 1 1 X 1556450091 1534514333 1304530050 1354403147 1311867660 7061765281 1556450091 1534514333 1304530050 1354403147 1311867660 7061765281 0 0 0 7061765281 2723908 2276181 2647573 2372084 1957343 11977089 2723908 2276181 2647573 2372084 1957343 11977089 3937798 7183743 12221197 22667749 626941 46637428 1563111797 1543974257 1319398820 1379442980 1314451944 7120379798 0.99180 0.99140 0.00170 0.00190 X 0 0 0 0 0 0 0 0 1 17488 17488 0 LOBBYING ACTIVITIES SCHEDULE C, PART II-B, LINE 1I AFFINITY HEALTH PLAN PAYS ANNUAL DUES TO THE COALITION OF NEW YORK STATE PUBLIC HEALTH PLANS, A PORTION OF WHICH ARE ALLOCABLE TO LOBBYING. 0 INTEREST RECEIVABLE 165800 PHARMACY REBATE RECEIVABLE 10784501 MOLINA ESCROW AGREEMENT 37502055 48452356 X 1657298260 -525609 344516346 343990737 1313307523 0 1313307523 1593285065 305000000 305000000 1288285065 0 1288285065 PART X, LINE 2: ASC 740 FOOTNOTE AFFINITY IS TAX-EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND ITS INCOME IS NOT SUBJECT TO FEDERAL, NEW YORK STATE, OR LOCAL INCOME TAXES. THE PLAN RECOGNIZES INCOME TAX POSITIONS WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINABLE BASED ON THE MERITS OF THE POSITION. MANAGEMENT HAS CONCLUDED THAT THERE ARE NO MATERIAL TAX LIABILITIES THAT NEED TO BE RECORDED AS OF DECEMBER 31, 2021 AND 2020. PART XI, LINE 2D - OTHER ADJUSTMENTS: GAIN ON SALE OF HEALTH PLAN, NET 344,516,346. PART XII, LINE 2D - OTHER ADJUSTMENTS: DISTRIBUTION TO STATE OF NEW YORK 110,000,000. ORGANIZATIONAL MEMBER DISTRIBUTIONS 195,000,000. X X X X 1 0 0 0 0 0 0 1 0 MICHAEL MURPHY PRESIDENT & CEO 750156 0 3450000 0 188121 0 16507 0 29425 0 4434209 0 0 0 SCOTT BREIDBART CHIEF MEDICAL OFFICER 291339 0 569837 0 460677 0 17400 0 32315 0 1371568 0 0 0 RACHEL AMALFITANO CONSULTANT/CFO 1067700 0 0 0 0 0 0 0 0 0 1067700 0 0 0 LISA MINGIONE VP/CHIEF COMPLIANCE OFFICE 229786 0 384200 0 21428 0 13471 0 6586 0 655471 0 0 0 CLARA MERCEDES HANSEN VP; EXEC DIR AFFINITY LEGACY 191100 0 344265 0 58623 0 11861 0 30145 0 635994 0 0 0 MARK SCLAFANI VP SALES & RETENTION 189319 0 346371 0 41787 0 12860 0 32848 0 623185 0 0 0 JOANNE SCILIA VICE PRESIDENT, MEDICAL MGMT 207283 0 348045 0 36315 0 12615 0 12404 0 616662 0 0 0 CRAIG BELLISE VP/CONTROLLER 181166 0 322416 0 43654 0 11951 0 26293 0 585480 0 0 0 DENISE J PESICH VP/CHIEF MARKETING OFFICER 178977 0 313308 0 50466 0 5815 0 13695 0 562261 0 0 0 PART I, LINE 4A SEVERANCE COMPENSATION SCOTT BREIDBART RECEIVED SEVERANCE COMPENSATION OF $397,727 IN CALENDAR YEAR 2021. PART I, LINE 7: NON-FIXED PAYMENTS INDIVIDUALS LISTED ON SCHEDULE J, PART II RECEIVED DISCRETIONARY BONUS COMPENSATION, INCLUDING ANNUAL BONUSES AND INCENTIVE RETENTION BONUSES IN CALENDAR YEAR 2021. A PORTION OF THE PRESIDENT'S BONUS PAYMENT WAS CONTRACTUAL AND BASED ON THE ACHIEVEMENT OF FINANCIAL AND OPERATIONAL METRICS WHICH WERE ESTABLISHED BY THE BOARD OF DIRECTORS. CASH 2021-12-22 110000000 ACTUAL COST 146013200 NYS HEALTH CARE TRANSFORMATION FUND 1805 CORNING TOWER ALBANY NY 12237 GOVERNMENT CASH 2021-12-02 68850000 ACTUAL COST 133276364 MHHC FOUNDATION 85 W BURNSIDE AVE BRONX NY 10453 501(C)(3) CASH 2021-12-02 40120000 ACTUAL COST 132739694 CHARLES B WANG COMMUNITY HEALTH CENTER 268 CANAL STREET NEW YORK NY 10013 501(C)(3) CASH 2021-12-02 40120000 ACTUAL COST 200565715 THE FOUNDATION FOR URBAN HEALTH AND WELL BEING INC 1065 SOUTHERN BLVD BRONX NY 10459 501(C)(3) CASH 2021-12-02 25000000 ACTUAL COST 133273402 INSTITUTE FOR FAMILY HEALTH 2006 MADISON AVENUE 2ND FL NEW YORK NY 10035 501(C)(3) CASH 2021-12-02 11390000 ACTUAL COST 061036715 CORNERSTONE FAMILY HEALTHCARE 2570 ROUTE 9W SUITE 10 CORNWALL NY 12518 501(C)(3) CASH 2021-12-02 9520000 ACTUAL COST 132884976 WILLIAN F RYAN COMMUNITY HEALTH CTR 110 WEST 97TH STREET NEW YORK NY 10025 501(C)(3) CASH 2021-10-25 85455129 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION PREMIUM RECEIVABLE 2021-10-25 70007840 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION DUE FROM MEDICAID 2021-10-25 3986399 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION KICK RECEIVABLE 2021-10-25 15956450 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION STOP-LOSS RECEIVABLE 2021-10-25 28824646 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION OTHER CURRENT ASSETS 2021-10-25 26383778 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION FIXED ASSETS, NET 2021-10-25 8362404 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION NYSDOH-DSRIP FUND 2021-10-25 12472967 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2021-10-25 -20593550 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION CLAIMS PAYABLE 2021-10-25 -231320032 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION DUE TO NY STATE & CMS 2021-10-25 -153169580 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION DEFERRED RENT 2021-10-25 -8255181 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION NYSDOH-DSRIP FUND 2021-10-25 -12472968 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION NON ADMITTED ASSETS TRANFERRING TO MOLINA 2021-10-25 11623478 NET ASSET VALUE 134204626 MOLINA HEALTHCARE INC 200 OCEANGATE SUITE 100 LONG BEACH CA 90802 CORPORATION EMPLOYEE COMPENSATION 2021-10-25 18343000 ACTUAL COST AFFINITY EMPLOYEES 922 E TREMONT AVE 2105 BRONX NY 10460 INDIVIDUALS LEGAL EXPENSES 2021-10-25 1078777 ACTUAL COST 133613083 GREENBERG TRAURIG LLP 2101 L ST NW STE 1000 WASHINGTON DC 20037 LLP PROFESSIONAL FEES 2021-10-25 5407765 ACTUAL COST 341391952 CAIN BROTHERS 1301 6TH AVE NEW YORK NY 10019 CORPORATION 1 1 0 1 PART II, LINE 2A THE FOLLOWING TRUSTEES OF AFFINITY HEALTH PLAN, INC. BECAME DIRECTORS OF A TRANSFEREE ORGANIZATION: VERONA GREENLAND PART II, LINE 2B THE FOLLOWING TRUSTEES OF AFFINITY HEALTH PLAN, INC. WERE EMPLOYEES OR INDEPENDENT CONTRACTORS OF A TRANSFEREE ORGANIZATION BOTH PRIOR TO AND AFTER THE TRANSFER OF ASSETS. EACH TRANSFEREE ORGANIZATION IS A TAX-EXEMPT ENTITY RECOGNIZED UNDER IRC SECTION 501(C)(3) AND TRANSFERS WERE MADE IN LINE WITH NYS OFFICE OF ATTORNEY GENERAL APPROVAL OF THE MOLINA HEALTHCARE ASSET PURCHASE AGREEMENT.*LYNN SHERMAN, CHARLES B WANG COMMUNITY HEALTH CENTER (A 501(C)(3) ORGANIZATION)*PALOMA IZQUIERDO-HERNANDEZ, THE FOUNDATION FOR URBAN HEALTH AND WELL BEING (A 501(C)(3) ORGANIZATION)*ROBERT SCHILLER, THE INSTITUTE FOR FAMILY HEALTH (A 501(C)(3) ORGANIZATION)*LINDA MULLER, CORNERSTONE FAMILY HEALTHCARE (A 501(C)(3) ORGANIZATION)*BRIAN MCINDOE, WILLIAM F. RYAN COMMUNITY HEALTH CENTER (A 501(C)(3) ORGANIZATION)THE FOLLOWING OFFICERS AND KEY EMPLOYEES OF AFFINITY HEALTH PLAN, INC. BECAME EMPLOYEES OR INDEPENDENT CONTRACTORS OF A TRANSFEREE ORGANIZATION: MICHAEL MURPHY AND LISA MINGIONE BECAME EMPLOYEES OF MOLINA HEALTHCARE PART II, LINE 2D THE FOLLOWING OFFICERS AND KEY EMPLOYEES OF AFFINITY HEALTH PLAN, INC. RECEIVED COMPENSATION AS A RESULT OF THE TRANSACTION WITH MOLINA HEALTHCARE: MICHAEL MURPHY, SCOTT BREIDBART AND LISA MINGIONE. ORGANIZATION'S MISSION FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE MISSION OF AFFINITY HEALTH PLAN IS TO IMPROVE THE HEALTH AND WELL-BEING OF ITS MEMBERS, THEIR FAMILIES, AND THEIR COMMUNITIES IN COLLABORATION WITH PRIMARY CARE PROVIDERS. AFFINITY STRIVES TO BE THE HEALTH PLAN OF CHOICE FOR ITS MEMBERS AND ITS PROVIDERS -- KNOWN FOR ASSURING ACCESS TO HIGH QUALITY, COST-EFFECTIVE CARE; DELIVERING THE BEST CUSTOMER EXPERIENCE; AND CONTRIBUTING SIGNIFICANTLY TO ACHIEVING A PATIENT-CENTERED HEALTH CARE SYSTEM. FORM 990, PART III, LINE 3 IN OCTOBER 2020, AFFINITY ENTERED INTO AN ASSET PURCHASE AGREEMENT ("APA") TO SELL ITS HEALTH PLAN OPERATIONS TO MOLINA. THE PARTIES SUBSEQUENTLY RECEIVED ALL REQUIRED REGULATORY APPROVALS FROM THE NEW YORK STATE DEPARTMENT OF HEALTH AND THE NEW YORK STATE ATTORNEY GENERAL AND CLOSED ON THE TRANSACTION ON OCTOBER 25, 2021. THE PURCHASE PRICE FOR THE TRANSACTION WAS $500,000,000, LESS THE AMOUNT BY WHICH THE TARGET NET ASSET VALUE ("NAV") IS GREATER THAN THE ESTIMATED NAV OF THE ASSETS AND LIABILITIES ASSUMED BY MOLINA AS OF OCTOBER 25, 2021. THEREFORE, AFFINITY RECORDED A GAIN ON THE SALE OF $349,925,000 LESS TRANSACTION COSTS OF $5,409,000 OR $344,516,000. FOR PURPOSES OF THE AUDITED FINANCIAL STATEMENTS, THIS GAIN IS RECORDED IN OTHER NON-OPERATING REVENUE (EXPENSES) IN THE STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS AS OF DECEMBER 31, 2021. FOR PURPOSES OF FORM 990, THE GAIN IS REPORTED AS AN OTHER CHANGE IN NET ASSETS OR FUND BALANCES ON PART XI, LINE 9. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW THE FINANCIAL STAFF COMPILES THE FINANCIAL AND OTHER INFORMATION REQUIRED IN THE 990 RETURN. KPMG LLP PREPARES THE RETURN AND THE INFORMATION IS REVIEWED BY THE COMPANY'S CFO. A FINAL COPY OF THE FORM 990 IS MADE AVAILABLE TO THE ENTIRE GOVERNING BODY BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST 1. ACTUAL OR POTENTIAL CONFLICTS OF INTEREST MUST BE DISCLOSED TO APPROPRIATE MANAGEMENT PERSONNEL, HUMAN RESOURCES OR THE CORPORATE COMPLIANCE OFFICER. 2. EMPLOYEES MUST SEEK GUIDANCE AND APPROVAL FROM APPROPRIATE MANAGEMENT PERSONNEL PRIOR TO PURSUING ANY BUSINESS OR PERSONAL ACTIVITY THAT MAY CONSTITUTE A CONFLICT OF INTEREST. 3. MANAGEMENT, WITH PURCHASING AUTHORITY, WILL COMPLETE A RELATED PARTY QUESTIONNAIRE ANNUALLY TO IDENTIFY ANY POTENTIAL OR ACTUAL CONFLICTS OF INTEREST. 4. EMPLOYEES, UPON HIRE AND ANNUALLY THEREAFTER, REVIEW THE CODE OF ETHICS WHICH INCLUDES INFORMATION ON CONFLICTS OF INTEREST. IN ADDITION, EMPLOYEES ARE REQUIRED TO SIGN AN ATTESTATION, UPON HIRE AND ANNUALLY THEREAFTER, THAT THEY ACKNOWLEDGE AND UNDERSTOOD THE CODE OF ETHICS. IF A CONFLICT OF INTEREST IS FOUND, PERSONS WITH A CONFLICT RECUSE THEMSELVES FROM DECISIONS RELATED TO THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW THE PROCESS FOR DETERMINING COMPENSATION FOR THE CEO AND CFO INCLUDED REVIEW AND APPROVAL BY A COMPENSATION COMMITTEE (THE "COMMITTEE") COMPRISED OF INDEPENDENT DIRECTORS CHARGED WITH THIS RESPONSIBILITY, CONSIDERATION OF COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION AND DOCUMENTATION OF THE DELIBERATION AND DECISION. AFFINITY HEALTH PLAN'S ANNUAL COMPENSATION PROGRAM FOR THESE POSITIONS AND OTHER OFFICERS AND KEY EMPLOYEES INCLUDES: A) COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER IS ESTABLISHED BY THE COMPENSATION COMMITTEE AND RATIFIED BY THE BOARD OF DIRECTORS OF AFFINITY HEALTH PLAN. THE BOARD AND THE COMMITTEE HAVE ESTABLISHED COMPENSATION TERMS FOR THE CEO CONSIDERING COMPARABILITY DATA FOR CEO POSITIONS IN SIMILAR ORGANIZATIONS IN THEIR DELIBERATIONS AND DECISION MAKING. THESE DECISIONS ARE DOCUMENTED IN ACCORDANCE WITH LEGAL REQUIREMENTS AND BEST PRACTICES. B) COMPENSATION DECISIONS APPLICABLE FOR OTHER OFFICERS AND KEY EMPLOYEES, INCLUDING INCENTIVE BONUSES, MERIT INCREASES, PROMOTIONAL SALARY ADJUSTMENTS, AND STARTING SALARIES FOR NEWLY HIRED OFFICERS AND KEY EMPLOYEES ARE MADE AFTER REVIEW OF COMPARABILITY DATA FROM PUBLISHED SOURCES FOR SIMILAR POSITIONS IN THE RELEVANT LABOR MARKET. PUBLISHED COMPARABILITY DATA UTILIZED INCLUDES INDUSTRY SPECIFIC DATA. INTERNAL DATA IS REVIEWED AS WELL WITH THE OBJECTIVE OF ENSURING INTERNAL EQUITY WITH SIMILARLY SITUATED STAFF. COMPENSATION DECISIONS IMPACTING THOSE OF THE FOREGOING POSITIONS THAT ARE ALSO DEEMED TO BE "DISQUALIFIED PERSONS" UNDER THE INTERNAL REVENUE CODE (E.G., CHIEF FINANCIAL OFFICER) ARE MADE BY THE COMMITTEE (AND RATIFIED BY THE BOARD) IN ACCORDANCE WITH "INTERMEDIATE SANCTIONS SAFE HARBOR" STANDARDS UTILIZING THE SAME PROCESSES AS ARE APPLIED TO THE CEO (DISCUSSED ABOVE). FORM 990, PART VI, SECTION C, LINE 19 DOCUMENT DISCLOSURE THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 24E EMERGENCY ROOM CLAIMS : PROGRAM SERVICE EXPENSES 105,203,356. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 105,203,356. PRIMARY CARE: PROGRAM SERVICE EXPENSES 70,286,233. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 70,286,233. BEACON-OUTPATIENT SUBSTANCE AB: PROGRAM SERVICE EXPENSES 56,291,482. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 56,291,482. BEACON IBNR EXPENSE : PROGRAM SERVICE EXPENSES 31,650,278. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 31,650,278. DIAGNOSTIC TESTS LAB & X-RAY C: PROGRAM SERVICE EXPENSES 28,407,731. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 28,407,731. MEDICAID STOP LOSS INSURANCE : PROGRAM SERVICE EXPENSES 19,667,461. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 19,667,461. OUTPATIENT FACILITIES COSTS: PROGRAM SERVICE EXPENSES 17,471,746. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,471,746. DENTAL CAPITATION : PROGRAM SERVICE EXPENSES 15,335,732. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,335,732. HEALTH HOME CLAIMS : PROGRAM SERVICE EXPENSES 10,862,368. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,862,368. CAPITATION EXPENSES: PROGRAM SERVICE EXPENSES 6,119,699. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,119,699. COVERED LIVES : PROGRAM SERVICE EXPENSES 5,209,909. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,209,909. OTHER PROFESSIONAL SVC-HCRA : PROGRAM SERVICE EXPENSES 3,262,249. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,262,249. VISION CAPITATION : PROGRAM SERVICE EXPENSES 2,920,369. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,920,369. SHARE SAVINGS EXPENSE : PROGRAM SERVICE EXPENSES 2,628,929. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,628,929. OTHER EXPENSES: PROGRAM SERVICE EXPENSES 2,586,489. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,586,489. LAB HCRA : PROGRAM SERVICE EXPENSES 2,361,553. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,361,553. EMERGENCY ROOM HCRA : PROGRAM SERVICE EXPENSES 2,035,476. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,035,476. NURSING FACILITY : PROGRAM SERVICE EXPENSES 1,882,521. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,882,521. BEACON HCRA : PROGRAM SERVICE EXPENSES 1,870,250. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,870,250. OUTPATIENT CLAIMS-IBNR : PROGRAM SERVICE EXPENSES 1,254,625. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,254,625. OUTPATIENT NON VALUATED EXPENS: PROGRAM SERVICE EXPENSES 219,635. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 219,635. CHIROPRACTIC : PROGRAM SERVICE EXPENSES 159,553. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 159,553. DENTAL HCRA : PROGRAM SERVICE EXPENSES 108,837. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 108,837. NURSING FACILITY HCRA : PROGRAM SERVICE EXPENSES 253. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 253. PROFESSION SERVICE-IBNR : PROGRAM SERVICE EXPENSES -480,314. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES -480,314. BEACON OUTPATIENT DRUG&ALCOHOL: PROGRAM SERVICE EXPENSES -1,208,240. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES -1,208,240. THIRD PARTY RECOVERIES - REINS: PROGRAM SERVICE EXPENSES -25,870,955. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES -25,870,955. FORM 990, PART XI, LINE 9: ORGANIZATIONAL MEMBER DISTRIBUTIONS -195,000,000. DISTRIBUTION TO STATE OF NEW YORK -110,000,000. GAIN ON SALE OF HEALTH PLAN, NET 344,516,346. AHP ENTERPRISES INC 922 E TREMONT AVE 2105 BRONX NY 10460 473885217 MGMT SVCS DE AHSH C 0 AFFINITY HEALTH SERVICES HOLDINGS INC 922 E TREMONT AVE 2105 BRONX NY 10460 473909849 HOLDING CO DE N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE R PART IV AFFINITY INCORPORATED AHP ENTERPRISES, INC. ON DECEMBER 12, 2013 AS A DELAWARE CORPORATION FOR THE PURPOSE OF PROVIDING MANAGEMENT SERVICES. AFFINITY HEALTH SERVICES HOLDINGS, INC. IS THE SOLE CORPORATE MEMBER OF AFFINITY.