2016-11-14T11:55:42-06:00 2015-12-31 390859910 Baker Tilly Virchow Krause LLP 777 E Wisconsin Avenue 32nd Floor Milwaukee WI 53202 990 2015-01-01 453193240 Evergreen Health Cooperative Inc EVER 4434750990 3000 Falls Rd No 1 Baltimore MD 21211 Dr Peter Beilenson PRESIDENT & CEO 4434750990 2016-11-11 1 Troy E Marine CPA P00187863 4147775500 2016-11-11 2015 2017-02-10 21:41:12Z Evergreen Health Dr Peter Beilenson 3000 Falls Rd No 1 Baltimore MD 21211 88648755 0 X www.evergreenmd.org X 2011 MD TO OFFER CONSUMER OPERATED AND ORIENTED HEALTH INSURANCE PLANS THAT PROVIDE MARYLAND CONSUMERS WITH GREATER CHOICE IN HEALTH PLAN SELECTION WHILE LOWERING HEALTH CARE COSTS, IMPROVING QUALITY OF CARE AND INCREASING MEMBER SATISFACTION IN THE COURSE OF OBTAINING IMPROVED OUTCOMES FOR EVERY MEMBER. IN OTHER WORDS, EVERGREEN HEALTH COOPERATIVE IS WORKING TO DO HEALTH CARE REFORM RIGHT. 13 12 110 1 0 0 110000 0 13189092 88178276 265487 470479 252037 0 13816616 88648755 0 72888 0 0 6875778 8389407 0 0 0 23220351 83768022 30096129 92230317 -16279513 -3581562 32400615 37811316 24363402 20073908 8037213 17737408 X To offer consumer operated and oriented health insurance plans that provide Maryland consumers with greater choice in health plan selection whle lowering health care costs, improving quality of care, and increasing member satisfaction in the course of obtaining improved outcomes for every member. In other words, Evergreen Health Cooperative is working to do health care reform right. 0 0 EVERGREEN HEALTH GREW SIGNIFICANTLY IN 2014 TO SERVE AN INCREASED NUMBER OF MEMBERS IN THE MARYLAND HEALTH INSURANCE MARKET. DUE TO THE FAILURE OF THE MARYLAND HEALTH BENEFIT EXCHANGE, ONLY 400 INDIVIDUAL MEMBERS WERE ENROLLED AT THE BEGINNING OF 2014, BUT BY YEAR END OVER 12,000 MEMBERS WERE ENROLLED, MAINLY IN SMALL EMPLOYER GROUP PLANS.EVERGREEN HEALTH WAS BUILT ON THAT GROWTH IN 2015 TO OVER 25,000 AS OF NOVEMBER 2015 AND HAS PLANS TO FURTHER ITS SUCCESS IN THE MARYLAND MARKET AS FOLLOWS:EVERGREEN HEALTH'S STRATEGY IS A SIMPLE BUT POWERFUL ONE: MAXIMIZE THE USE OF OUR COMPETITIVE ADVANTAGES TO ENROLL, RETAIN AND CLINICALLY MANAGE MEMBERSHIP AT SUFFICIENT SCALE AND PRICING THAT ENSURE EVERGREEN HEALTH'S LONG TERM VIABILITY.WHAT ARE OUR COMPETITIVE ADVANTAGES?-AN ATTRACTIVE COMPARATIVE PRICE POINT THAT WILL ENHANCE ENROLLMENT GROWTH.-A VALUE BASED INSURANCE DESIGNED PRODUCT THAT ATTRACTS MEMBERSHIP AND ASSISTS IN THEIR CLINICAL CARE MANAGEMENT THROUGH REDUCING BARRIERS TO CARE AND AIDING IN PROVIDING NEEDED MEDICAL INTERVENTIONS.-LOCAL MEDICAL CARE MANAGEMENT DELIVERY THAT ENHANCES MEMBER EXPERIENCE WHILE IMPROVING HEALTH OUTCOMES THROUGH THE HEALTH PLAN'S COMMITMENT AND ABILITY TO CREATE STRONG PROVIDER AND MEMBER PARTNERSHIPS.-THE CREATION OF HIGH PERFORMANCE PROVIDER PARTNERSHIPS BETWEEN EVERGREEN HEALTH AND PARTICIPATING PROVIDER GROUPS THAT WILL ALIGN THE PROVIDER'S FOCUS ON IMPROVED QUALITY OUTCOMES IN PATIENT CARE AND MONITORING QUALITY INDICATORS.-AFFILIATED PRIMARY CARE PHYSICIAN OFFICES THAT DELIVER ENHANCED PATIENT-CENTERED CARE INCLUDING HEALTH AND WELLNESS COACHING THAT PROMOTES IMPROVED HEALTH OUTCOMES FOR OUR MEMBERSHIP.-COMPETITIVELY PRICED DIRECTLY CONTRACTED PROVIDER NETWORK THAT ENHANCES UNIT COST MANAGEMENT AND ADHERENCE TO EFFECTIVE MEDICAL MANAGEMENT.-BALANCING A BROKER'S PAYER PORTFOLIO ADDS VALUE TO OUR BROKER PARTNERS AS WE OFFER BROKERS AN ATTRACTIVE ALTERNATIVE TO PROVIDE THEIR EMPLOYERS IN TERMS OF PRICE, BENEFIT DESIGNS, HEALTH OUTCOMES AND SERVICE FLEXIBILITY.-MEMBER GOVERNED AND MEMBER FOCUSED INNOVATION ALLOWS EVERGREEN HEALTH THE ABILITY TO BE MORE NIMBLE IN QUICKLY RESPONDING TO SHIFTS IN THE MARKETPLACE. 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 155 0 1 110 1 0 0 0 0 0 0 750000 17737408 0 X 13 12 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X Leonard G Sherman 4434750990 3000 Falls Rd Ste 1 Baltimore MD 21211 PETER L BEILENSON PRESIDENT/Director 40.00 X X 234729 0 16496 Christopher D Brandt Director 0.80 X 2500 0 0 Nancy G Djordjevic Director 0.80 X 4000 0 0 John Pearson Vice Chair 0.80 X 6617 0 0 Frances B Phillips Chair 0.80 X X 3646 0 0 Dr Sallie Rixey Director 0.80 X 2000 0 0 Nelson Sabatini Director 0.80 X 1500 0 0 Kathleen Westcoat Director 0.80 X 1000 0 0 Michelle Geiss director 0.80 X 2500 0 0 Suzann Medicus Director 0.80 X 3500 0 0 Meredith Mitchell Director 0.80 X 3000 0 0 Carolyn Walker Director 0.80 X 3500 0 0 Nicholas Bender Director 0.80 X 3500 0 0 Christopher Callaghan Former Director 0.80 X 0 0 0 Len Sherman Treasurer 40.00 X 221194 0 17528 Mary Porter Secretary 40.00 X 219800 0 5656 Kimberly Connelly Director, Business Development 40.00 X 242409 0 10655 Alex Blum CMO 40.00 X 235146 0 11699 Robert Lord Chief, Sales 40.00 X 228791 0 3439 Carol Mandel Chief Compliance Officer 40.00 X 206165 0 6660 Catherine Mock VP, Sales 40.00 X 187733 0 867 1813230 0 73000 8 0 1 0 Milliman 1301 Fifth Avenue Suite 3800 Seattle WA 981012646 Actuarial Services 627691 Goodell DeVries 1 South St 2000 Baltimore MD 21202 Legal 170282 Scott Bolick 10205 Wincopin Circle Columbia MD 21044 Implementation 117887 3 Insurance Premiums 524298 86163871 86163871 Reinsurance Recoveries 524298 1830853 1830853 Management Income 561000 183552 183552 88178276 470479 470479 88648755 88178276 0 470479 X 72888 1886230 5118313 202920 713833 468111 369739 780067 38563 9932083 685653 256281 321136 527615 65060 129890 384368 97766 Hospital/Medical Benefi 30636858 Professional Fees 22364921 Prescription Drugs 16726476 taxes and fees 393465 58081 92230317 388155 136321 7575502 1320319 2114115 6228551 8000000 0 529411 210043 145092 319368 13749430 29494080 428321 312677 32400615 37811316 2955814 4344052 417001 714902 20990587 15014954 24363402 20073908 X 8037213 17737408 8037213 17737408 32400615 37811316 X -3581562 13281757 X X 0 1 X 1 1 1 529411 210043 319368 319368 Medical Claims Payable 9465209 Deferred Rent 229583 Ceding Reinsurance Payable 820162 Risk Adjustment Payable 4500000 15014954 X 79193024 0 79193024 38563 9417168 9455731 88648755 90026640 -2014405 -2014405 92041045 38563 150709 189272 92230317 Part X, Line 2: SECTION 1322 OF THE PPACA ADDED SECTION 501(C)(29) OT THE INTERNAL REVENUE CODE TO ADDRESS THE NONPROFIT STATUS OF NEWLY CREATED HEALTH INSURANCE COOPERATIVES. IRS GUIDANCE STATES THAT AN ORGANIZATION WILL QUALIFY FOR EXEMPTION UNDER SECTION 501(C)(29) ONLY IF: -THE ORGANIZATION HAS RECEIVED A LOAN OR A REPAYABLE GRANT UNDER THE CO-OP PROGRAM AND IS IN COMPLIANCE WITH ALL REQUIREMENTS OF THE CO-OP PROGRAM AND ANY AGREEMENT WITH CMS; -NO PART OF THE ORGANIZATION'S NET EARNINGS INURES TO THE BENEFIT OF ANY PRIVATE SHAREHOLDER OR INDIVIDUAL, EXCEPT THAT THE ORGANIZATION IS REQUIRED BY SECTION 1322(C)(4) OF THE PPACA TO USE ITS PROFITS TO LOWER PREMIUMS, IMPROVE BENEFITS, OR IMPROVE THE QUALITY OF HEALTH CARE DELIVERED TO ITS MEMBERS; -NO SUBSTANTIAL PART OF THE ORGANIZATION'S ACTIVITIES INVOLVES ATTEMPTS TO INFLUENCE LEGISLATION; AND -THE ORGANIZATION DOES NOT PARTICIPATE OR INTERVENE IN POLITICAL CAMPAIGNS. THE COMPANY MET THE CRITERIA FOR EXEMPTION UNDER SECTION 501(C)(29) AND RECEIVED A FAVORABLE DETERMINATION LETTER ON SEPTEMBER 18, 2013, AS A NONPROFIT ENTITY. AS SUCH, THE COMPANY IS NOT SUBJECT TO ANY FEDERAL INCOME TAXES. Part XI, Line 4b - Other Adjustments: Management Income from Affiliate 183,552. Reinsurance Recoveries 1,830,853. Adjustment to reduce risk 7,252,054. Amortization included with Revenue 150,709. Part XII, Line 2d - Other Adjustments: Management Income from Affiliate -183,552. Reinsurance Recoveries -1,830,853. Part XII, Line 4b - Other Adjustments: Amortization included with Revenue 150,709. 1 The Y of Central Maryland 303 W Chesapeake Ave Baltimore MD 21204 520591699 501(c)(3) 65000 2015 Title Sponsorship of the Y Turkey Trot Charity 5K. Yeshiva of Greater Washington Inc 2010 Linden Lane Silver SPring MD 20910 521106842 501(c)(3) 5000 Support of the annual banquet. 2 0 Part I, Line 2: Contributions to nonprofit entities must be approved by the CFO and COO and supported by documentation. X X X 0 0 0 PETER L BEILENSON PRESIDENT/Director 233836 0 0 0 893 0 0 0 16496 0 251225 0 0 0 Len Sherman Treasurer 219869 0 0 0 1325 0 0 0 17528 0 238722 0 0 0 Mary Porter Secretary 218429 0 0 0 1371 0 0 0 5656 0 225456 0 0 0 Kimberly Connelly Director, Business Development 242361 0 0 0 48 0 0 0 10655 0 253064 0 0 0 Alex Blum CMO 234959 0 0 0 187 0 0 0 11699 0 246845 0 0 0 Robert Lord Chief, Sales 227898 0 0 0 893 0 0 0 3439 0 232230 0 0 0 Carol Mandel Chief Compliance Officer 204794 0 0 0 1371 0 0 0 6660 0 212825 0 0 0 Catherine Mock VP, Sales 186993 0 0 0 740 0 0 0 867 0 188600 0 0 0 Form 990, Part V, Line 13a MD Form 990, Part VI, Section A, line 6 Pursuant to 45 C.F.R. 156.515 and Section 1.07 of Evergreen Health's bylaws, all members of evergreen health age 18 or older that have valid insurance coverage with evergreen health have the right to vote for directors and serve as a director. Form 990, Part VI, Section A, line 7a See response to form 990, part vi, section a, line 6. Form 990, Part VI, Section A, line 7b The members may remove any director, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors. Removal actions may be initiated either through petition by (a) at least 10 percent of the members or (b) a majority of the board of directors, both upon thirty days prior written notice. Form 990, Part VI, Section B, line 11 THE 990 IS REVIEWED BY THE CEO AND THE COO. THE FORM IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE IT IS FILED WITH THE IRS. Form 990, Part VI, Section B, line 12c EACH DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON HAS RECEIVED A COPY OF THE CONFLICTS OF INTEREST AND PROHIBITED TRANSACTION POLICY, HAS READ AND UNDERSTOOD THE POLICY, HAS AGREED TO COMPLY WITH THE POLICY AND UNDERSTANDS THAT THE CORPORATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX EXEMPT PURPOSES AND NOT ENTER INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT INVOLVE THE INSURANCE INDUSTRY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST AND/OR PROHIBITED TRANSACTION, EACH DIRECTOR, OFFICER, ADVISORY BOARD MEMBER AND COMMITTEE MEMBER HAS A DUTY TO DISCLOSE AND MUST HAVE THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND COMMITTEE MEMBERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER A DISCLOSURE OF ALL MATERIAL FACTS THE AUDIT & COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS SHALL DETERMINE IF A CONFLICT OF INTEREST AND/OR PROHIBITED TRANSACTION EXISTS. IF THE COMMITTEE DETERMINES THAT A CONFLICT EXISTS, THE MATTER WILL BE BROUGHT TO THE FULL BOARD AND THE CHAIRMAN OF THE BOARD SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST AND/OR PROHIBITED TRANSACTION, AND TO DETERMINE HOW THE CORPORATION CAN OBTAIN WITH REASONABLE EFFORTS A TRANSACTION FROM PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST AND/OR PROHIBITED TRANSACTION. THE MINUTES OF THE BOARD OF DIRECTORS AND ALL COMMITTEES SHALL CONTAIN THE NAMES OF THE PERSONS WHO DISCLOSED ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST OR PROHIBITED TRANSACTION, ACTIONS TAKEN TO DETERMINE WHETHER A CONFLICT OR PROHIBITED TRANSACTION WAS PRESENT AND THE AUDIT & COMPLIANCE COMMITTEE'S DECISION AS TO WHETHER A CONFLICT OF INTEREST IN FACT EXISTED. THE MINUTES OF THE BOARD OF DIRECTORS AND ALL COMMITTEES SHALL ALSO CONTAIN THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATED TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION WITH THE PROCEEDINGS. TO ENSURE THAT THE ORGANIZATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE AND CO-OP PURPOSES, AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS OR THE RECEIPT AND/OR USE OF A START-UP LOAN AND SOLVENCY LOAN FROM THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES UNDER THE CO-OP PROGRAM, INCLUDING, WITHOUT LIMITATION, PROHIBITED TRANSACTIONS, PERIODIC REVIEWS SHALL BE CONDUCTED. SUCH PERIODIC REVIEWS SHALL INCLUDE (A) WHETHER COMPENSATORY ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION AND ARM'S LENGTH BARGAINING, AND DO NOT CONSTITUTE A PROHIBITED TRANSACTION, AND (B) WHETHER PARTNERSHIPS, JOINT VENTURES AND OTHER ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE CORPORATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INURNMENT, IMPERMISSABLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. WHEN CONDUCTING THE PERIODIC REVIEWS AS PROVIDED HEREIN, THE CORPORATION MAY, BUT NEED NOT, USE OUTSIDE ADVISORS. IF OUTSIDE EXPERTS ARE USED, THEIR USE SHALL NOT RELIEVE THE BOARD OF DIRECTORS OF ITS RESPONSIBILITY FOR ENSURING THAT PERIODIC REVIEWS OCCUR. Form 990, Part VI, Section B, line 15 IN 2015, THE COMPENSATION OF THE CEO AND COO WAS DETERMINED BY THE INDEPENDENT BOARD OF DIRECTORS. MARKET SURVEYS WERE USED TO DETERMINE REASONABLE COMPENSATION. THE APPROVAL OF THE EMPLOYMENT CONTRACTS WAS DOCUMENTED IN BOARD MINUTES. Form 990, Part VI, Section C, line 19 EVERGREEN HEALTH'S QUARTERLY FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC THROUGH THE NAIC AND THE MARYLAND INSURANCE ADMINITRATION. EVERGREEN HEALTH'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. THESE DOCUMENTS ARE AVAILABLE FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). Form 990, Part IX, line 11g Implementation Costs 1,859,642. Outsourcing 2,927,973. Commissions 5,144,468. Form 990, Part XI, line 9: Change in surplus note 22,801,156. Change in nonadmitted assets -2,267,345. Adjustment to reduce risk -7,252,054.