Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2011
Open to Public Inspection
A For the calendar year, or tax year beginning 01-01-2011 and ending 12-31-2011
BCheck if applicable:
CName of organization
Health Partners of Philadelphia Inc
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
901 Market Street
 
Room/suite
City or town, state or country, and ZIP + 4
Philadelphia, PA19107
D Employer identification number

23-2379751
E Telephone number

G Gross receipts $ 1,106,873,176
F Name and address of principal officer:
William George
901 Market Street
PHILADELPHIA,PA19107
I
Tax-exempt status: ( 4 ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.healthpart.com
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1987
M State of legal domicile: PA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: Health Partners is a licensed health maintenance organization (hmo) committed to building a healthier community in Southeastern Pennsylvania.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a)..... 3 8
4 Number of independent voting members of the governing body (Part VI, line 1b) .... 4 8
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ... 5 571
6 Total number of volunteers (estimate if necessary) .... 6  
7a Total unrelated business revenue from Part VIII, column (C), line 12 .. 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 .. 7b -475,307
Revenues; Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 963,434,445 1,048,802,320
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 3,747,963 5,200,413
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 0 0
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 967,182,408 1,054,002,733
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 0
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 0 0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 46,280,766 49,354,092
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f).... 911,679,017 997,498,479
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 957,959,783 1,046,852,571
19 Revenue less expenses. Subtract line 18 from line 12....... 9,222,625 7,150,162
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 273,656,992 268,740,238
21 Total liabilities (Part X, line 26)............. 184,336,974 171,620,181
22 Net assets or fund balances. Subtract line 21 from line 20..... 89,320,018 97,120,057
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title.
Paid preparer use only
Print/type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name Right pointing arrowhead image

Firm's EIN Right pointing arrowhead image
Firm's address Right pointing arrowhead image



Phone no.
May the IRS discuss this return with the preparer shown above? See instructions .........bullet
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2011)
Form 990 (2011)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III .........
1
Briefly describe the organization’s mission: Health Partners is a licensed health maintenance organization committed to building a healthier community. Our mission is to: " Manage our business to exceed expectations, " Operate with respect and dignity in all relationships, " Continually improve the health outcomes of our members. Health Partners was founded in 1985 for the purpose of improving quality and access to care for low-income residents of the Delaware Valley. For more than 25 years, Health Partners has garnered national attention for innovations in Medicaid managed care, and now serves more than 163,000 Medical Assistance members throughout southeastern Pennsylvania. Close to half of all Health Partners members are children. With the introduction of our new Children's Health Insurance Program (CHIP), KidzPartners, we have also expanded access to quality healthcare for low-income children and teens who lack health insurance. Since our founding in 1985 as a not-for-profit, hospital-owned plan, our success in improving outc
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ....................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ..........................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 804,103,030 including grants of $   ) (Revenue $ 1,043,302,011 )
The Company provides for the provision of physical and certain behavioral health (primarily behavioral-related pharmaceutical coverage) Medical Assistance (MA) Program benefits to enrolled MA recipients residing in Philadelphia and four surrounding counties - Bucks, Chester, Delaware, and Montgomery - pursuant to an agreement with the Department of Public Welfare of the Commonwealth of Pennsylvania (DPW) (the HealthChoices Agreement). In addition, the Company is responsible for covering all mandated behavioral health pharmaceuticals to members enrolled as prescribed.
4b (Code:   ) (Expenses $ 5,005,282 including grants of $   ) (Revenue $ 5,500,309 )
Provision of comprehensive health insurance services pursuant to a contract with the Pennsylvania Insurance Department
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet$ 809,108,312
Form 990 (2011)
Form 990 (2011)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A.....................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors? ........
2
 
No
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................
4
 
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part IClick to see attachment....................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IVClick to see attachment...................
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment
10
 
No
11
If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:
a
Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI.Click to see attachment
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII.Click to see attachment
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII.Click to see attachment
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX.Click to see attachment
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X.Click to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X.Click to see attachment
11f
 
No
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment
12a
 
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Part I.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..
16
 
No
17
Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statement to this return? Note. All Form 990 filers that operated one or more hospitals must attach audited financial statements.
20b
 
 
Form 990 (2011)
Form 990 (2011)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II..
21
 
No
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III.....
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I......
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.........................
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........
27
 
No
28
Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV...................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV..
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment
34
 
No
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment
35b
 
No
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........
36
 
 
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2011)
Form 990 (2011)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V .........
Yes
No
1a
Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......
1a
3,574
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................
2a
571
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?.............................
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
 
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
 
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
 
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................
7e
 
 
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
 
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?.........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them) ........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.
13a
 
 
b
Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.
13b
 
c
Enter the aggregate amount of reserves on hand.
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
 
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2011)
Form 990 (2011)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI .........
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year
If the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
1a
8
b
Enter the number of voting members included in line 1a, above, who are independent .................
1b
8
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? .................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ............
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ..........
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? ....
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form?
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done ....................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes," to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet
JOHN SEHI
901 MARKET STREET
Philadelphia,PA19107
(215) 991-4180
Form 990 (2011)
Form 990 (2011)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII .........
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) Barry R Freedman
Chair
 4.0 X                
(2) Loree Jones
Director
 4.0 X           10,000    
(3) Sandy Gomberg
Director
 4.0 X                
(4) Kenneth I Trujillo Esquire
Vice Chair
 4.0 X           14,000    
(5) Carolyn Jackson
Director
 4.0 X                
(6) Michael Halter
Secretary / Treasurer
 4.0 X                
(7) Robert Lux
Director
 4.0 X                
(8) Kate Kinslow
Director
 4.0 X                
(9) William George
President & CEO
 40.0     X       759,468 0 94,842
(10) Elaine T Markezin
SVP Operations
 40.0     X       409,492 0 59,909
(11) Martin Brill
Chief Financial Officer
 40.0     X       427,267 0 62,927
(12) Mary Stom
Chief Medical Officer
 40.0     X       469,570 0 44,989
(13) Andrea D'Angelo
VP Utilization Management
 40.0       X     177,731 0 15,446
(14) Rebecca Kohl
VP Network Management
 40.0       X     180,566 0 28,810
(15) David Coffey
Medical Director
 40.0       X     263,049 0 35,030
(16) Vicki L Sessoms
SVP Resource Mgmt and Complian
 40.0       X     387,194 0 47,548
(17) Judy B Harrington
SVP Business Development
 40.0       X     349,729 0 52,384
Form 990 (2011)
Form 990 (2011)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (describe hours for related organizations in Schedule O) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) John Sehi
VP Finance
 40.0       X     301,663 0 36,124
(19) Donato Daddario
SVP Pharmacy
 40.0       X     336,671 0 44,397
(20) Hal W Augustine
VP Chief Information Officer
 40.0       X     296,635 0 20,416
(21) Merleen Harris-Williams
VP Utilization Management
 40.0       X     273,241 0 35,655
(22) Emmilyn L Lawson
VP Operations
 40.0       X     202,309 0 17,642
(23) Mark Noonan
Chief Actuary
 40.0       X     194,271 0 23,606
(24) Karen Armstrong
Treasurer
 40.0       X     183,589 0 18,161
(25) Ramesh Vangala
VP Pharmacy Services
 40.0       X     168,840 0 22,605
(26) Johnna W Baker
General Counsel
 40.0         X   247,240 0 33,909
(27) Kearline McKellar-Jones
VP Government Relations
 40.0         X   203,413 0 18,864
(28) Caroline E Russell
VP Member and Provider Service
 40.0         X   200,786 0 26,873
(29) Elizabeth M Stratton
Director Project Management
 40.0         X   202,378 0 20,748
(30) Carol Smolij
VP REG AND CLINICAL OPS HCM
 40.0         X   191,891 0 29,766
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 6,450,993 0 790,651
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet70
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............
3
 
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
Human Arc Corporation
PO Box 951886
CLEVELAND,OH44193 		Rev Enhancement Svcs 828,100
Health Management System Inc
401 Park Avenue South
NEW YORK,NY10016 		TPL Recovery Svcs 1,264,211
Emdeon Business Service Master LLC
PO Box 572490
Salt Lake City,UT84157 		Claims Clearing Hous 848,862
Deloitte Consulting LLP
PO Box 7247
Philadelphia,PA19170 		Consulting 780,674
McKesson Health Solutions
22423 Network Place
Chicago,IL60673 		Consulting 739,718
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet29
Form 990 (2011)
Form 990 (2011)
Page 9
Part VIII
Statement of Revenue
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines 1a-1f:$  
h Total. Add lines 1a-1f.......MediumBullet 0
Program Service Revenue Business Code
2a MEDICAID PREMIUMS 524,114 878,528,264 878,528,264    
b CHIP 524,114 5,500,309 5,500,309    
c MEDICAID PREMIUMS NON RISK 524,114 164,773,747 164,773,747    
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 1,048,802,320
Other Revenue 3 Investment income (including dividends, interest
and other similar amounts).....MediumBullet 3,132,261     3,132,261
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties............MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 54,938,595  
b Less: cost or other basis and sales expenses 52,870,443  
c Gain or (loss) 2,068,152  
d Net gain or (loss)..........MediumBullet 2,068,152     2,068,152
8a Gross income from fundraising events (not including
$  
of contributions reported on line 1c). See Part IV, line 18 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from fundraising events..MediumBullet 0    
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet 0      
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ......MediumBullet 0
12 Total revenue. See Instructions....MediumBullet 1,054,002,733 1,048,802,320 0 5,200,413
Form 990 (2011)
Form 990 (2011)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).
Check if Schedule O contains a response to any question in this Part IX. .........
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 0  
2 Grants and other assistance to individuals in the United States. See Part IV, line 22 0  
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 0  
4 Benefits paid to or for members 0  
5 Compensation of current officers, directors, trustees, and key employees .... 6,032,400   6,032,400  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 0      
7 Other salaries and wages 33,532,871   33,532,871  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 2,345,302   2,345,302  
9 Other employee benefits ....... 4,578,279   4,578,279  
10 Payroll taxes ........... 2,865,240   2,865,240  
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 228,760   228,760  
c Accounting ........... 473,963   473,963  
d Lobbying ........... 207,008   207,008  
e Professional fundraising. See Part IV, line 17.. 0  
f Investment management fees ...... 250,083   250,083  
g Other .......... 3,004,249   3,004,249  
12 Advertising and promotion .... 876,513   876,513  
13 Office expenses ....... 2,721,479   2,721,479  
14 Information technology ...... 6,743,104   6,743,104  
15 Royalties .. 0      
16 Occupancy ........... 2,799,168   2,799,168  
17 Travel ............ 110,857   110,857  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 230,990   230,990  
20 Interest ........... 0      
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 1,676,499   1,676,499  
23 Insurance .............. 878,274   878,274  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a MEDICAL SERVICES 809,108,312 809,108,312    
b DPW PASS THROUGHS 164,773,747   164,773,747  
c QUALITY ASSURANCE 1,750,543   1,750,543  
d PROVIDER RELATIONS 490,004   490,004  
e
f All other expenses 1,174,926   1,174,926  
25 Total functional expenses. Add lines 1 through 24f 1,046,852,571 809,108,312 237,744,259 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2011)
Form 990 (2011)
Page 11
Part X Balance Sheet
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing .......... 1,905,461 1 5,514,734
2 Savings and temporary cash investments ....... 44,182,760 2 56,476,751
3 Pledges and grants receivable, net ......... 0 3 0
4 Accounts receivable, net ......... 134,468,566 4 107,845,423
5 Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L .......... 0 5 0
6 Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
Schedule L .......... 0 6 0
7 Notes and loans receivable, net ............. 0 7 0
8 Inventories for sale or use .............. 0 8 0
9 Prepaid expenses and deferred charges ............ 1,078,898 9 929,269
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 25,145,993
b Less: accumulated depreciation. ..... 10b 19,996,931 3,975,177 10c 5,149,062
11 Investments—publicly traded securities .......... 88,046,130 11 92,824,999
12 Investments—other securities. See Part IV, line 11 ...... 0 12 0
13 Investments—program-related. See Part IV, line 11 .. 0 13 0
14 Intangible assets ......... 0 14 0
15 Other assets. See Part IV, line 11 ........... 0 15 0
16 Total assets. Add lines 1 through 15 (must equal line 34)... 273,656,992 16 268,740,238
Liabilities 17 Accounts payable and accrued expenses . 159,745,366 17 145,886,881
18 Grants payable .......... 0 18 0
19 Deferred revenue .......... 165,502 19 463,134
20 Tax-exempt bond liabilities .......... 0 20 0
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 0 21 0
22 Payables to current and former officers, directors, trustees, key
employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L.......... 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 0 23 0
24 Unsecured notes and loans payable to unrelated third parties .... 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D..... 24,426,106 25 25,270,166
26 Total liabilities. Add lines 17 through 25..... 184,336,974 26 171,620,181
Net Assets or Fund Balance Organizations that follow SFAS 117, check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .....   27  
28 Temporarily restricted net assets .....   28  
29 Permanently restricted net assets .....   29  
Organizations that do not follow SFAS 117, check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ..... 0 30 0
31 Paid-in or capital surplus, or land, building or equipment fund ..... 445,000 31 445,000
32 Retained earnings, endowment, accumulated income, or other funds 88,875,018 32 96,675,057
33 Total net assets or fund balances ..... 89,320,018 33 97,120,057
34 Total liabilities and net assets/fund balances ..... 273,656,992 34 268,740,238
Form 990 (2011)
Form 990 (2011)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI .........
1
Total revenue (must equal Part VIII, column (A), line 12) ...
1
1,054,002,733
2
Total expenses (must equal Part IX, column (A), line 25) ....
2
1,046,852,571
3
Revenue less expenses. Subtract line 2 from line 1 ...
3
7,150,162
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
89,320,018
5
Other changes in net assets or fund balances (explain in Schedule O) ...
5
649,877
6
Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) ....
6
97,120,057
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII .........
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?....
2a
 
No
b
Were the organization’s financial statements audited by an independent accountant?........
2b
Yes
 
c
If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant? If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O. ...........................
2c
Yes
 
d
If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................
3a
Yes
 
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..
3b
Yes
 
Form 990 (2011)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Health Partners of Philadelphia Inc
 
Employer identification number

23-2379751
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .......    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) ...    
4 Aggregate value at end of year .......    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................
9
In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958), relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990
Cat. No. 52283D
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIV and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIV.
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current Year (b)Prior Year (c)Two Years Back (d)Three Years Back (e)Four Years Back
1a Beginning of year balance ....        
b Contributions ........        
c Net investment earnings, gains, and losses ...        
d Grants or scholarships .....        
e Other expenditures for facilities
and programs ........ 		       
f Administrative expenses ....        
g End of year balance ......        
2
Provide the estimated percentage of the year end balance (line 1g) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIV the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................        
c Leasehold improvements ............   1,194,757 500,727 694,030
d Equipment ................   1,135,025 493,583 641,442
e Other .................   22,816,211 19,002,621 3,813,590
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 5,149,062
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet  
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of Liability (b) Book value
Federal Income Taxes 0
DUE TO AFFILIATES 22,334,144
LEASE INCENTIVE OBLIGATION 1,190,902
DEFERRED RENT LIABILITY 1,745,120






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 25,270,166
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).
Schedule D (Form 990) 2011

Schedule D (Form 990) 2011
Page 4
Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1 Total revenue (Form 990, Part VIII, column (A), line 12) .................... 1  
2 Total expenses (Form 990, Part IX, column (A), line 25) ..................... 2  
3 Excess or (deficit) for the year. Subtract line 2 from line 1 ............. 3  
4 Net unrealized gains (losses) on investments .......................... 4  
5 Donated services and use of facilities ............................. 5  
6 Investment expenses ................................... 6  
7 Prior period adjustments .................................. 7  
8 Other (Describe in Part XIV.) ................................. 8  
9 Total adjustments (net). Add lines 4 through 8 ......................... 9  
10 Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 ......... 10  
Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1  
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIV.) ............ 2d  
e Add lines 2a through 2d ..................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIV.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total Revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5  
Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ............. 1  
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a  
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIV.) ............ 2d  
e Add lines 2a through 2d...................... 2e  
3 Subtract line 2e from line 1..................... 3  
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIV.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5  
Part XIV
Supplemental Information
Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.
Identifier Return Reference Explanation
Schedule D (Form 990) 2011

Additional Data


Software ID:  
Software Version:  




Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Health Partners of Philadelphia Inc
 
Employer identification number

23-2379751
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all the expenses described above? If "No," complete Part III to explain....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....
2
 
 
3
Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ...............
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? ........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990
Cat. No. 50053T
Schedule J (Form 990) 2011

Schedule J (Form 990) 2011
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.
(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1) William George (i)
(ii)		 425,286
0 		312,375
0 		21,807
0 		61,138
0 		33,704
0 		854,310
0 		0
0
(2) Elaine T Markezin (i)
(ii)		 269,745
0 		132,300
0 		7,447
0 		33,149
0 		26,760
0 		469,401
0 		0
0
(3) Martin Brill (i)
(ii)		 281,347
0 		134,586
0 		11,334
0 		34,462
0 		28,465
0 		490,194
0 		0
0
(4) Mary Stom (i)
(ii)		 296,452
0 		143,445
0 		29,673
0 		36,100
0 		8,889
0 		514,559
0 		0
0
(5) Johnna W Baker (i)
(ii)		 196,670
0 		49,904
0 		666
0 		16,765
0 		17,144
0 		281,149
0 		0
0
(6) Kearline McKellar-Jones (i)
(ii)		 162,656
0 		40,238
0 		519
0 		11,828
0 		7,036
0 		222,277
0 		0
0
(7) Caroline E Russell (i)
(ii)		 157,314
0 		39,638
0 		3,834
0 		13,548
0 		13,325
0 		227,659
0 		0
0
(8) Elizabeth M Stratton (i)
(ii)		 169,883
0 		31,653
0 		842
0 		14,185
0 		6,563
0 		223,126
0 		0
0
(9) Andrea D'Angelo (i)
(ii)		 140,068
0 		22,217
0 		15,446
0 		11,688
0 		3,758
0 		193,177
0 		0
0
(10) Rebecca Kohl (i)
(ii)		 141,065
0 		36,813
0 		2,688
0 		12,770
0 		16,040
0 		209,376
0 		0
0
(11) David Coffey (i)
(ii)		 202,287
0 		51,254
0 		9,508
0 		17,870
0 		17,160
0 		298,079
0 		0
0
(12) Vicki L Sessoms (i)
(ii)		 255,054
0 		122,298
0 		9,842
0 		31,015
0 		16,533
0 		434,742
0 		0
0
(13) Judy B Harrington (i)
(ii)		 232,082
0 		114,479
0 		3,168
0 		28,316
0 		24,068
0 		402,113
0 		0
0
(14) John Sehi (i)
(ii)		 232,309
0 		56,740
0 		12,614
0 		19,251
0 		16,873
0 		337,787
0 		0
0
(15) Donato Daddario (i)
(ii)		 215,828
0 		116,583
0 		4,260
0 		25,797
0 		18,600
0 		381,068
0 		0
0
(16) Hal W Augustine (i)
(ii)		 235,170
0 		56,013
0 		5,452
0 		18,891
0 		1,525
0 		317,051
0 		0
0
(17) Merleen Harris-Williams (i)
(ii)		 217,489
0 		54,648
0 		1,104
0 		14,810
0 		20,845
0 		308,896
0 		0
0
(18) Emmilyn L Lawson (i)
(ii)		 160,952
0 		39,050
0 		2,307
0 		10,161
0 		7,481
0 		219,951
0 		0
0
(19) Mark Noonan (i)
(ii)		 154,979
0 		38,951
0 		341
0 		6,665
0 		16,941
0 		217,877
0 		0
0
(20) Karen Armstrong (i)
(ii)		 146,898
0 		36,232
0 		459
0 		11,730
0 		6,431
0 		201,750
0 		0
0
(21) Ramesh Vangala (i)
(ii)		 138,359
0 		24,248
0 		6,233
0 		12,074
0 		10,531
0 		191,445
0 		0
0
(22) Carol Smolij (i)
(ii)		 145,097
0 		35,889
0 		10,905
0 		12,908
0 		16,858
0 		221,657
0 		0
0
Schedule J (Form 990) 2011

Schedule J (Form 990) 2011
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.
Identifier Return Reference Explanation
Supplemental Nonqualified Retirement Plan SCHEDULE J, PART I, LINE 4B In 2008 Health Partners of Philadelphia, Inc. established the Health Partners of Philadelphia, Inc. Retirement Benefit Restoration Plan, to provide a select group of senior management employees with retirement benefits, under a supplemental nonqualified retirement plan. Employees that are covered by this plan include William S. George, President and CEO, Martin J. Brill, Senior Vice President of Finance and CFO, Dr. Mary Stom, CMO, Elaine T. Markezin, Senior Vice President of Operations, Donato Daddario, Senior Vice President of Pharmacy, Judy Harrington, Senior Vice President of Business Development and Vicki Sessoms, Senior Vice President of Resource Management. There have been no benefit payments in the calendar year 2011. In 2008 Health Partners of Philadelphia, Inc. established a second nonqualified plan to provide the President and CEO, William S. George, with retirement benefits. There have been no benefit payments in the calendar year 2011.
Schedule J (Form 990) 2011

Additional Data


Software ID:  
Software Version:  
SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public
Inspection
Name of the organization
Health Partners of Philadelphia Inc
 
Employer identification number

23-2379751
Identifier Return Reference Explanation
FORM 990, PART IV, lINE 12   Health Partners did receive an audited financial statement from KPMG in 2011 that was prepared in accordance with accounting practices permitted by the Commonwealth of Pennsylvania Insurance Department, "Statutory Basis". Because Health Partners is licensed by the Commonwealth of Pennsylvania Departments of Insurance and Health to operate as a Health Maintenance Organization, the Statutory Financial Statements were required. A GAAP financial statement was not prepared because one was not required.
FORM 990, PART VI, SECTION B, LINE 11A Process Used to Review Form 990 An initial review is performed by an independent accounting firm, KPMG, which provides technical guidance and filing expertise. The governing body of Health Partners, the Board, has a committee (Audit Committee) which does the review of the Form 990. The Audit Committee consists of two independent voting members and two non-voting members who are financial officers of major hospitals in Philadelphia. A week prior to the Audit Committee meeting, Health Partners' chief financial officer (HP CFO) mails out the meeting package which includes the completed draft Form 990. The members review the return and prepare any questions. At the meeting the HP CFO reviews the draft Form 990 and highlights new areas. There is discussion regarding the responses. The HP CFO then has a question and answer period regarding the return. After all questions have been responded to, the form is submitted to the Board of Directors, prior to submitting the return to the IRS.
FORM 990, PART VI, SECTION B, LINE 12C Monitoring of the Conflict of Interest Policy All employees are required to complete, on an annual basis, a statement of Conflict of Interest Certification. It is part of an extensive online training program that all employees must complete before signing the documents. By signing the statement the employee certifies that they have read the Conflict of Interest Policy. Employees are required to list any organizations that they are involved in, which may be in conflict with the interests or business of Health Partners of Philadelphia, Inc. and/or interferes with the employee's ability to fully and properly perform their job responsibilities. The signed documents are reviewed by the Human Resource department and any conflicts are brought to the attention of the Senior Vice President of Resource Management and Compliance. The SVP determines the necessary course of action to alleviate the employee's conflict with Health Partners. There were no conflicts noted. The Board of Directors are required to complete, on an annual basis, a statement of Conflict of Interest Certification. The signed copies are reviewed by General Counsel. If a conflict of interest exists, General Counsel determines the necessary course of action to alleviate the conflict of interest with Health Partners. There were no conflicts noted.
FORM 990, PART VI, SECTION B, LINE 15A PROCESS FOR THE DETERMINING THE COMPENSATION OF THE PRESIDENT AND CEO The Board of Directors annually elects a board-level committee called the Compensation and Evaluation Committee ("committee") which is responsible for assuring that Health Partners salary strategies are competitive and consistent with current market trends, in order to provide a stable, qualified and fairly compensated workforce. The committee also determines the compensation of the President and CEO by first engaging an independent consultant to provide market data on current, relevant CEOs' compensation including one custom survey specifically for HMO executives, in order to make their compensation recommendations. Every other year, the committee engages a benefits consulting firm to provide summarized national data. The consultant's investigation and recommendations reflect Board-specific criteria for determining payment levels for both base compensation and incentive compensation. Based on a thorough review and deliberations following the consultant's study, the committee establishes the base compensation and other benefits for the CEO so that they are aligned with current market trends and budgetary considerations. Separately, the committee approves annual incentive targets, performance against those targets, and the computation of the CEO's resulting incentive compensation payment. Contemporaneous minutes of the meeting are prepared and approved by the committee. The Board of Directors also approves the minutes of the committee.
FORM 990, PART VI, SECTION B, LINE 15B PROCESS FOR THE DETERMINING THE COMPENSATION OF OFFICERS AND KEY EMPLOYEES The Board of Directors annually elects a board-level committee called the Compensation and Evaluation Committee ("committee") which is responsible for assuring that Health Partners salary strategies are competitive and consistent with current market trends, in order to provide a stable, qualified and fairly compensated workforce. The committee also determines the compensation of the President and CEO by first engaging an independent consultant to provide market data on current, relevant CEOs' compensation including one custom survey specifically for HMO executives, in order to make their compensation recommendations. Every other year, the committee engages a benefits consulting firm to provide summarized national data. The consultant's investigation and recommendations reflect Board-specific criteria for determining payment levels for both base compensation and incentive compensation. Based on a thorough review and deliberations following the consultant's study, the committee establishes the base compensation and other benefits for the CEO so that they are aligned with current market trends and budgetary considerations. Separately, the committee approves annual incentive targets, performance against those targets, and the computation of the CEO's resulting incentive compensation payment. Contemporaneous minutes of the meeting are prepared and approved by the committee. The Board of Directors also approves the minutes of the committee.
FORM 990, PART VI, SECTION C, LINE 19 MAKING ORGANIZATIONAL DOCUMENTS AVAILABLE TO THE PUBLIC Currently, Health Partners of Philadelphia, Inc. does not make its governing documents, conflict of interest policy or its financial statements available to the public.
FORM 990, PART XI RECONCILIATION OF NET ASSETS The change in fund balance is due to the change in unrealized gain on investments from 2010 to 2011 in addition to activity from a disregarded entity, Selectscripts,LLC.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2011

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
Health Partners of Philadelphia Inc
 
Employer identification number

23-2379751
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)
(a)
Name, address, and EIN of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income
(e)
End-of-year assets


 		(f)
Direct controlling
entity







(1) SelectScripts LLC
901 Market Street Suite 500
Philadelphia,PA19107
65-1235663 		phar ben admi PA   0 SelectBenefi
 
(2) SelectBenefits LLC
901 Market Street SUITE 500
Philadelphia,PA19107
 Holding Co PA   0 N/A








Part II
Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section
(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled organization
Yes No












For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2011
Schedule R (Form 990) 2011
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a)
Name, address, and EIN of related organization



 		(b)
Primary activity



 		(c)
Legal domicile
(state or
foreign
country)
 		(d)
Direct controlling
entity


 		(e)
Type of entity
(C corp, S corp,
or trust)

 		(f)
Share of total income



 		(g)
Share of
end-of-year
assets

 		(h)
Percentage
ownership












Schedule R (Form 990) 2011
Schedule R (Form 990) 2011
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, III or IV.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
 
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
 
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
 
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
 
f Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
 
g Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
 
h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
 
i Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
 
j Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
 
k Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1k
 
 
l Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
 
m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1m
 
 
n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1n
 
 
o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
 
p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
 
q Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
 
r Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
 
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of other organization 		(b)
Transaction
type(a-r) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1)
(2)
(3)
(4)
(5)
(6)
Schedule R (Form 990) 2011
Schedule R (Form 990) 2011
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(e)
Are all
partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V—UBI
amount in box
20 of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2011
Schedule R (Form 990) 2011
Page 5
Part VII
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R (see instructions).
Identifier Return Reference Explanation
Additional Data


Software ID:  
Software Version: