2013-11-11T19:03:15-06:00 2012-12-31 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 2600 Indianapolis IN 46204 990 2012-01-01 133246249 HSS Properties Corporation % MARC GOULD HSSP 2126061000 535 EAST 70TH STREET Suite NEW YORK NY 10021 STACEY MALAKOFF 2013-11-11 3176817000 2012 2016-02-24 21:20:13Z LOUIS SHAPIRO 535 EAST 70TH STREET NEW YORK NY 10021 36397720 false X N/A X 1984 NY ACQUIRE, HOLD AND OPERATE CERTAIN REAL ESTATE TO BE USED BY ITS TAX-EXEMPT AFFILIATED ENTITY, THE HOSPITAL FOR SPECIAL SURGERY. 41 34 15 44 0 0 0 0 33182401 35659840 69126 225504 5761 4317 33257288 35889661 0 0 0 0 860388 1046021 0 0 0 27120558 28691164 27980946 29737185 5276342 6152476 56664445 92047584 25839056 54718995 30825389 37328589 ACQUIRE, HOLD AND OPERATE CERTAIN REAL ESTATE TO BE USED BY ITS TAX-EXEMPT AFFILIATED ENTITY, THE HOSPITAL FOR SPECIAL SURGERY. false false 29045489 35664157 ACQUIRE, HOLD AND OPERATE CERTAIN REAL ESTATE TO BE USED BY ITS TAX-EXEMPT AFFILIATED ENTITY, THE HOSPITAL FOR SPECIAL SURGERY. HSS PROPERTIES CORPORATION MAY PROVIDE FUNDS FROM ITS OPERATIONS TO THE HOSPITAL FOR SPECIAL SURGERY AND OTHER CHARITABLE HEALTH RELATED ORGANIZATIONS. 29045489 true false false false false false false false false false true true false false true false true true false false false false false false false false false false false true false false false false false false false true false false false false false true true false false false true 0 0 15 true false false false false false false false false false false X 41 34 true false true false true true false true true false false true true true true true true true true false NY X MARC GOULD 2126061323 535 EAST 70TH STREET New York NY 10021 Jonathan Deland 0.2 10.61 X 84707 35225 Gregory Liguori 0.2 25.65 X 530142 49479 Gregory E Lutz MD 0.2 7.54 X 8795 51818 Russell Warren 0.2 9.35 X 76983 30143 Philip Wilson Jr 0.2 9.07 X 87995 29833 James M Benson 0.02 0.41 X Daniel C Benton 0.03 0.63 X Richard A Brand MD 0.04 0.66 X Peter L Briger Jr 0.01 0.28 X Michael Brooks 0.07 1.29 X Kathryn Chenault 0.05 0.88 X Charles Coleman III 0.06 1.07 X Leslie Cornfeld 0.09 1.69 X Cynthia Foster Curry 0.09 1.8 X Barrie M Damson 0.19 3.61 X James G Dinan 0.13 2.42 X Anne Ehrenkranz 0.06 1.1 X Michael Esposito 0.18 3.33 X Craig Ivey 0.03 0.63 X Winfield P Jones 0.02 0.41 X Monica Keany 0.11 2.02 X Thomas J Kelly 0.14 2.64 X David H Koch 0.14 2.64 X Lara Lerner 0.02 0.41 X Marylin B Levitt 0.27 5.07 X Thomas Lister 0.13 2.38 X Alan S MacDonald 0.11 2.11 X David M Madden 0.04 0.66 X Richard L Menschel 0.34 6.55 X Carl F Nathan MD 0.09 X Dean R O'Hare 0.88 16.62 X X Aldo Papone 0.88 16.62 X X Gordon Pattee 0.02 0.41 X Susan W Rose 0.1 1.85 X William R Salomon 0.03 0.64 X Jonathan Sobel 0.11 2.02 X Deirdre Stanley 0.1 1.85 X Robert K Steel 0.23 4.34 X Daniel G Tully 0.21 3.97 X X Mrs Douglas A Warner III 0.34 6.46 X Sanford I Weill 0.01 0.16 X Torsten N Wiesel MD 0.04 0.72 X Kendrick R Wilson III 0.43 8.14 X Ellen M Wright 0.17 3.31 X Louis A Shapiro 3.0 57.0 X X 82550 1568443 65294 Lisa Goldstein 6.0 54.0 X 106996 962968 51863 Stacey Malakoff 7.2 52.8 X 133645 980065 57543 Constance B Margolin 6.0 54.0 X 67586 608276 51971 Deborah Sale 3.0 57.0 X 28797 547147 86668 419574 5455521 509837 2 false true false PERKINS EASTMAN ARCHITECTS PC 115 FIFTH AVENUE NEW YORK NY 10003 ARCHITECTURE 537000 CHARLES H GREENTHAL MANAGEMENT CORP 4 PARK AVENUE NEW YORK NY 10016 PROPERTY MANAGEMENT 287761 FRIED FRANK HARRIS SHRIVER JACO ONE NEW YORK PLAZA NEW YORK NY 10004 LEGAL 262838 CROTHALL HEALTHCARE 955 CHESTERBROOK BLVD SUITE 300 WAYNE PA 19087 HSE KEEPING/CLEANING 195025 SPECIALTY MANAGEMENT CO PO BOX K MANTOLOKING NJ 08738 CONSULTING 136080 7 0 OFFICE/STAFF APT RENTAL 531110 31234664 31234664 OFFICE/STAFF APT PARKING 812930 2937381 2937381 HOTEL RENTAL 531110 1487795 1487795 35659840 80555 80555 0 0 0 0 0 653009 508059 144950 144949 144949 0 0 0 LAUNDRY INCOME 812300 4317 4317 4317 35889661 35664157 0 225504 0 0 0 0 419574 419574 0 366906 366906 0 188795 88076 100719 70746 33004 37742 0 80000 80000 51629 51629 0 0 0 864730 864730 0 56058 56058 0 0 21244156 21244156 0 0 0 865227 865227 0 2046000 2046000 0 INTER-COMP PURCHASE SERVICES 2324935 2324935 LICENSES AND TAXES 606064 606064 REPAIR AND MAINTENANCE 450168 450168 MISCELLANEOUS EXPENSES 102197 100165 2032 29737185 29045489 691696 0 3217485 1684352 0 0 0 0 1013835 1535195 0 0 0 0 0 0 0 0 2638417 2112442 121266772 50172890 40832353 71093882 6565663 10211618 2252817 5075877 0 0 0 0 143875 334218 56664445 92047584 3558497 5346415 0 0 0 0 0 0 0 0 0 0 21728494 43325934 0 0 552065 6046646 25839056 54718995 X 30825389 37328589 0 0 0 0 30825389 37328589 56664445 92047584 6152476 350724 X false true X true false X X X false false false HOSPITAL FOR SPECIAL SURGERY 133246249 03 true 0 1 0 HSS Properties Corporation (Properties), a controlled subsidiary of the The Hospital for Special Surgery Fund, Inc, is a not-for-profit corporation organized under the Not-for-Profit Corporation Law of the State of New York for the purpose of managing and operating real estate for the New York Society for the Relief of the Ruptured and Crippled, Maintaining the Hospital for Special Surgery (the Hospital). 40904437 40904437 78239269 48213445 30025824 2123066 1959445 163621 71093882 ASSETS LIMITED AS TO USE 3418130 F ALTERNATIVE INVESTMENTS 1657747 F 5075877 0 LONG TERM DEBT TO AFFILIATE 5000000 TENANT SECURITY DEPOSITS 334218 DUE TO AFFILIATES (NET) 712428 6046646 35889661 35889661 35889661 29737185 29737185 29737185 X X X X false false false false true false true false false Gregory Liguori 471926 57500 716 22500 26979 579621 Louis A Shapiro 52906 1005201 28000 532000 1644 31242 937 17813 2327 44217 85814 1630473 Lisa Goldstein 70583 635252 33485 301361 2928 26355 2250 20250 2936 26427 112182 1009645 Stacey Malakoff 87607 642453 42430 311151 3608 26461 2700 19800 4206 30837 140551 1030702 Constance B Margolin 46493 418443 19587 176281 1506 13552 2250 20250 2947 26524 72783 655050 Deborah Sale 19413 368837 9244 175643 140 2667 1125 21375 3208 60960 33130 629482 SCHEDULE J, PART I, LINE 5B Certain Employed Physicians listed on Part VII, Section A, Line 1A receive compensation in part, based on professional service generated from services they personally performed in their individual practices. In 2012, no Physician is paid compensation contingent upon the organization's overall revenue or net earnings. SCHEDULE J, PART I, LINE 6B Performance based incentive awards are paid to officers and key employees based on a number of important quality, satisfaction, efficiency, and financial measures, of which achieving budget is a factor. 143 Sound Beach Avenue Associates SEE SCHEDULE L, PART V SEE SCHEDULE L, PART V false American Express SEE SCHEDULE L, PART V SEE SCHEDULE L, PART V false Consolidated Edison Company of NY SEE SCHEDULE L, PART V SEE SCHEDULE L, PART V false Fortress Investment Group LLC SEE SCHEDULE L, PART V SEE SCHEDULE L, PART V false SCHEDULE L, PART IV, LINE (1) - 143 Sound Beach Avenue Associates, L.P. HSS subleases physician office space from HSS Properties Corporation, an affiliate, which, in turn, leases physician office space from 143 Sound Beach Avenue Associates, L.P. A son of Russell F. Warren, M.D., the former Surgeon-in-Chief of HSS and an elected member of HSS' Board of Trustees, is a part owner of 143 Sound Beach Avenue Associates, L.P., the lessor. HSS Properties Corporation entered into the original lease in October 2000, following a lengthy search for suitable office space in the area, and after an independent valuation of the terms of the lease by a professional, commercial real estate firm confirmed the fair market value of the terms. At that time, Dr. Warren was the Surgeon-in-Chief of HSS and an ex officio member of HSS' Board of Trustees. The potential conflict of interest was disclosed to HSS' Board of Trustees and to the Board of Trustees of HSS Properties Corporation. Dr. Warren recused himself from the review, deliberation and vote. In 2010, HSS Properties renewed the lease through 2021, at a reduced rental rate that reflected a change in the real estate market from the time of the original lease, as confirmed by an independent professional real estate firm. The same due diligence, disclosure and review process (including recusal of Dr. Warren) was followed when the lease was renewed in June 2010. The approvals of the original lease and of the renewal were made by the vote of the disinterested members of the respective Boards of HSS and HSS Properties Corporation. Amount of Transaction: $336,685 Description of Transaction: HSS Properties Corporation (an affiliate of HSS) made lease payments in 2012 for physician office space it leases that is owned by 143 Sound Beach Avenue Associates, L.P. HSS Properties subleases the space to HSS. SCHEDULE L, PART IV, LINE (2) - American Express a. Aldo Papone, Co-Chairman of HSS' Board of Trustees, is currently a senior advisor at American Express. The decision to select American Express for the Buyer Initiated Payment Program (BIPP) was made through a competitive bid process and independent of Mr. Papone. Mr. Papone does not have any role in the consideration or acquisition of American Express services. b. Kathryne Chenault, a member of HSS' Board of Trustees, is the spouse of Kenneth Chenault, the CEO of American Express. HSS has had a long-standing business relationship with American Express that preceded the date that Mrs.Chenault joined HSS' Board of Trustees. Mrs. Chenault does not have any role in the consideration or acquisition of American Express services. Amount of Transaction: $43,424,935 Description of Transaction: In 2012, HSS paid its participating vendors $43,424,935 through the American Express Buyer Initiated Payment Program (BIPP) . The BIPP is a program negotiated through the Greater New York Hospital Association (GNYHA). Participating vendors have the benefit of getting paid quicker via use of BIPP and in return the participating vendors pay a fee to American Express. HSS receives a rebate based on its percentage of the total amount spent through the GYNHA program. Separately from the BIPP program, HSS incurred business related charges of $446,178 using HSS' American Express corporate cards. SCHEDULE L, PART IV, LINE (3) - Consolidated Edison Company of New York Craig Ivey, a member of HSS' Board of Trustees, is the President of Consolidated Edison Company of New York, Inc., which provides electricty to HSS. HSS has had a long-standing business relationship with Consolidated Edison Company of New York, Inc. that preceded the date that Mr. Ivey joined HSS' Board of Trustees. Mr. Ivey does not have any role in the consideration or acquisition of Consolidated Edison services. Amount of Transaction: $3,079,623 Description of Transaction: In 2012, HSS paid Consolidated Edison Company of New York, Inc., $3,079,623 for electrical utility charges. SCHEDULE L, PART IV, LINE (4) - Fortress Investment Group LLC Peter Briger, a member of HSS' Board of Trustees, who stepped down from the Board of Trustees as Co-Chair of HSS' Investment Committee and as a member of the HSS Board of Trustees in April 2012. Mr. Briger is the President and a member of the Board of Directors of Fortress Investment Group, LLC. The Hospital invests a portion of its endowment and pension portfolio in investment funds that may also invest in Fortress; in addition, the investment funds in which the Hospital invests may also receive funds for investment from Fortress. The Hospital does not invest any funds in Fortress. During this Board member's tenure as Co-Chair of the Investment Committee, in addition to the Co-Chairs of the Hospital's Investment Committee, five other Board members were members of the Hospital's Investment Committee and as such, participated in the deliberation and determination as to where HSS funds will be invested; four additional individuals attended the meetings as non-voting advisors. Amount of Transaction: N/A Description of Transaction: Neither HSS nor its affiliates invest in Fortress; however, HSS and its affiliates invest a portion of its endowment and pension portfolio in investment funds that may also invest in Fortress and the investment funds in which HSS invests may also receive funds for investment from Fortress. FAMILY OR BUSINESS RELATIONSHIPS FROM 990, PART VI, SECTION A - LINE 2 - DANIEL BENTON, TRUSTEE, AND ANNE EHRENKRANZ, TRUSTEE, HAVE A BUSINESS RELATIONSHIP - GORDON PATTEE, TRUSTEE, AND JAMES DINAN, TRUSTEE, HAVE A BUSINESS RELATIONSHIP SIGNIFICANT CHANGES TO GOVERNING DOCUMENTS FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION AMENDED ITS BYLAWS TO PLACE A REPRESENTATIVE OF THE GFT (GEOGRAPHIC FULL TIME) EXECUTIVE COUNCIL ON BOTH THE BOARD AND THE EXECUTIVE COMMITTEE OF THE BOARD, AS A NON-VOTING EX OFFICIO MEMBER. THE BYLAWS WERE ALSO AMENDED TO ESTABLISH TWO ELECTED MEMBERS OF THE BOARD OF TRUSTEES TO BE ELECTED TO THE EXECUTIVE COMMITTEE TO SERVE AS "DESIGNATED MEMBERS" OF THE EXECUTIVE COMMITTEE, EACH TO BE ELECTED FOR NO MORE THAN TWO CONSECUTIVE ONE-YEAR TERMS; AND TO ELIMINATE THE TWO "RESERVED EXECUTIVE COMMITTEE POSITIONS". MEMBERSHIP FORM 990, PART VI, SECTION A - LINES 6 & 7A HSS PROPERTIES CORPORATION IS A MEMBERSHIP CORPORATION WITH THE HOSPITAL FOR SPECIAL SURGERY FUND, INC, ITS SOLE MEMBER. THE HOSPITAL FOR SPECIAL SURGERY FUND, INC., AS THE MEMBER OF HSS PROPERTIES CORPORATION, ELECTS THE BOARD OF TRUSTEES OF HSS PROPERTIES CORPORATION. REVIEW PROCESS FORM 990, PART VI, SECTION B - LINE 11B PRIOR TO SUBMITTING THE FORM 990 TO THE INTERNAL REVENUE SERVICE (IRS), THERE IS AN ESTABLISHED PROCESS FOR REVIEW OF THE DOCUMENT IN ITS ENTIRETY BY THE GOVERNING BODY WHOSE EVALUATIONS ARE MADE IN THE BEST INTEREST OF HSS PROPERTIES CORPORATION. THE FORM 990 IS FIRST REVIEWED WITH THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES. THE REVIEWED FORM 990 IS THEN SUBMITTED TO THE FULL BOARD OF TRUSTEES. THE TRUSTEES ARE PROVIDED A COPY OF THE FORM 990 VIA COMPACT DISK PRIOR TO SUBMISSION OF THE FORM. IN ADDITION, SIGNIFICANT AREAS OF FORM 990 ARE DISCUSSED AT A BOARD OF TRUSTEES MEETING. CONFLICT OF INTEREST POLICY FROM 990, PART VI, SECTION B - LINE 12C ON AN ANNUAL BASIS, FINANCIAL INTEREST DISCLOSURE STATEMENTS ARE SENT TO ALL BOARD MEMBERS, OFFICERS, AND MANAGEMENT. OUR CONFLICT OF INTEREST POLICY ALSO REQUIRES THAT ANY CHANGES BE COMMUNICATED TO THE OFFICE OF CORPORATE COMPLIANCE WITHIN 30 DAYS. THE INFORMATION RECEIVED IS ENTERED INTO A DATABASE AND REVIEWED FOR POTENTIAL CONFLICTS OF INTEREST. THE DATABASE INFORMATION IS ALSO REVIEWED BY THE EXECUTIVE VICE PRESIDENT FOR LEGAL AFFAIRS, THE CHIEF EXECUTIVE OFFICER, AND THE AUDIT AND CORPORATE COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES. IN ADDITION TO SENDING DISCLOSURE STATEMENTS DIRECTLY TO THE GROUP NOTED ABOVE, INDUSTRY WEBSITES ARE MONITORED FOR DISCLOSURES RELATED TO EMPLOYEES OF HSS PROPERTIES, AND LETTERS ARE SENT TO VENDORS REQUESTING THEY PROVIDE HSS PROPERTIES WITH THE INFORMATION ON ANY RELATIONSHIPS THAT THEY HAVE WITH EMPLOYEES OF HSS PROPERTIES. THIS INFORMATION IS ENTERED INTO THE DATABASE AS WELL. HSS PROPERTIES HAS A CONFLICT OF INTEREST TASK FORCE THAT MEETS THREE TIMES A YEAR, OR AS NECESSARY, TO REVIEW AND UPDATE THE CONFLICTS OF INTEREST POLICIES AND PROCEDURES. HSS' POLICY ON CONFLICT OF INTEREST IN DAY-TO-DAY OPERATIONS STATES THAT IF HSS IS CONTEMPLATING A TRANSACTION WHICH MIGHT POSSIBLY BENEFIT (OR APPEAR TO BENEFIT) A COVERED PERSON OR ANY MEMBER OF HIS/HER IMMEDIATE FAMILY THEN THE POTENTIAL BENEFIT OR CONFLICT MUST BE DISCLOSED TO, AND APPROVED BY, A DISINTERESTED OFFICER OF HSS BEFORE THE TRANSACTION MAY PROCEED. ACCORDINGLY, A COVERED PERSON MAY NOT PLACE BUSINESS WITH ANY THIRD PARTY (E.G., A VENDOR, COMPETITOR, OR OTHER ORGANIZATION) IN WHICH THAT PERSON OR ANY MEMBER OF HIS/HER IMMEDIATE FAMILY HAS AN INTEREST UNLESS THAT INTEREST IS DISCLOSED TO, AND THE TRANSACTION IS APPROVED BY, THE VICE PRESIDENT FOR CORPORATE COMPLIANCE ("CORPORATE COMPLIANCE OFFICER"). COMPENSATION FROM 990, PART VI, SECTION B - LINE 15A & 15B HSS PROPERTIES CORPORATION IS COMMITTED TO ENSURING THAT ITS EXECUTIVE COMPENSATION PROGRAM ADHERES TO THE HIGHEST STANDARDS OF REGULATORY COMPLIANCE AND BEST CORPORATE GOVERNANCE. THE HSS PROPERTIES CORPORATION BOARD HAS CHARGED THE COMPENSATION COMMITTEE (WHICH IS COMPOSED OF INDEPENDENT BOARD MEMBERS WITH NO CONFLICTS OF INTEREST IN REGARD TO EXECUTIVE COMPENSATION) WITH MAKING ALL DECISIONS RELATED TO COMPENSATION FOR OFFICERS AND KEY EMPLOYEES. THE COMMITTEE RETAINS AN INDEPENDENT COMPENSATION CONSULTANT TO ASSIST IT IN THIS PROCESS. COMPENSATION LEVELS ARE ESTABLISHED CONSIDERING DATA FOR FUNCTIONALLY COMPARABLE ROLES IN COMPARABLE ORGANIZATIONS, AN ASSESSMENT OF PERFORMANCE, AND OTHER BUSINESS JUDGMENT FACTORS, CONSISTENT WITH HSS PROPERTIES CORPORATION'S EXECUTIVE COMPENSATION PHILOSOPHY. THE COMMITTEE'S DECISIONS ARE MADE IN THE BEST INTERESTS OF HSS PROPERTIES CORPORATION, AND ARE INTENDED TO ENSURE THE RECRUITMENT AND RETENTION OF KEY EXECUTIVE TALENT, CONSISTENT WITH THE MARKET PRACTICES OF OTHER NOT-FOR-PROFIT HEALTH CARE ORGANIZATIONS OF COMPARABLE SCOPE, MISSION, AND COMPLEXITY. ON AN ANNUAL BASIS (INCLUDING 2012), THE COMMITTEE PROVIDES THE FULL BOARD WITH AN OVERVIEW OF ITS DETERMINATIONS AND PROCESS. HSS PROPERTIES CORPORATION ESTABLISHED THIS PROCESS IN AN EFFORT TO COMPLY WITH THE INTERMEDIATE SANCTIONS GUIDELINES FOR QUALIFYING FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS. DOCUMENTS AVAILABLE TO THE PUBLIC FROM 990, PART VI, SECTION B - LINE 19 HSS PROPERTIES CORPORATION MAKES GOVERNING DOCUMENTS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST FROM THE DEVELOPMENT OFFICE. CONFLICT OF INTEREST POLICY - HSS PROPERTIES CORPORATION MAKES ITS CONFLICT OF INTEREST POLICY AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST FROM THE DEVELOPMENT OFFICE. FINANCIAL STATEMENTS - HSS PROPERTIES CORPORATION MAKES ITS AUDITED FINANCIAL STATEMENTS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST FROM THE DEVELOPMENT OFFICE. OTHER DISCLOSURE In July 2013, John Reynolds pleaded guilty to criminal charges relating to his activities while Chief Executive Officer of the Hospital and its affiliates involving kickbacks from third parties prior to his stepping down in 2006. The Hospital had no knowledge of these activities at the time but makes this disclosure in the event it might be required. NY SOC REL RUPT CRIPLD MAINTAING HSS 535 EAST 70TH STREET NEW YORK NY 10021 131624135 HEALTH CARE NY 501 (C)(3) 3 NA false HOSPITAL FOR SPECIAL SURGERY FUND inc 535 EAST 70TH STREET NEW YORK NY 10021 136714749 FUNDRAISING NY 501 (C)(3) 7 NA false HSS HORIZONS INC 535 EAST 70TH STREET NEW YORK NY 10021 134152131 RESEARCH SUPP NY 501 (C)(3) 11 TYPE II HSS FUND INC true MIAC 535 EAST 70TH STREET NEW YORK NY 10021 SELF-INDEMNIT CJ HSS FUND INC C CORP 0 0 0.00000 true HSS VENTURES 535 EAST 70TH STREET NEW YORK NY 10021 061624300 HLTH CARE SER NY HSS FUND INC C CORP 0 0 0.00000 true false false false false false false false false true false false false false false true false false false HOSPITAL FOR SPECIAL SURGERY J 18870524 FMV HOSPITAL FOR SPECIAL SURGERY P 4459845 FMV