TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) Caleb DesRosiers........................................................................ Trustee	1.0 .......................0.0	X				0	0
(2) Craig Keyes MD........................................................................ Trustee	1.0 .......................0.0	X				0	0
(3) Robert Schiller MD........................................................................ Trustee	1.0 .......................0.0	X				0	0
(4) James Hooley........................................................................ Trustee	1.0 .......................0.0	X				0	0
(5) Yvette Walker........................................................................ Trustee	1.0 .......................0.0	X				0	0
(6) Nanette Falkenberg........................................................................ Trustee	1.0 .......................0.0	X				0	0
(7) Verona Greenland........................................................................ Trustee	1.0 .......................0.0	X				0	0
(8) Paloma Hernandez........................................................................ Trustee	1.0 .......................0.0	X				0	0
(9) Amy Knapp........................................................................ Trustee	1.0 .......................0.0	X				0	0
(10) Lynn Sherman........................................................................ Trustee	1.0 .......................0.0	X				0	0
(11) John Sardelis........................................................................ Trustee	1.0 .......................0.0	X				0	0
(12) Bertram Scott........................................................................ President - CEO	37.5 .......................0.0		X			452,601	48,009
(13) Glenn MacFarlane........................................................................ Chief Financial Officer	37.5 .......................0.0		X			284,715	42,503
(14) Robert Allen........................................................................ EVP - COO	37.5 .......................0.0		X			331,084	36,108
(15) Dr Munish Khaneja........................................................................ SVP - Chief Medical Officer	37.5 .......................0.0			X		250,497	46,292
(16) Abenna Udochi........................................................................ Exec Dir -State Gov't Programs	37.5 .......................0.0				X	241,489	39,681
(17) Caron Cullen........................................................................ SVP - Chief Compliance Officer	37.5 .......................0.0				X	398,146	29,968

(A) Name and business address	(B) Description of services	(C) Compensation
Transaction Applications Group Inc, 200 West Plano Pkwy Plano,TX75075	Cosulting Services	2,864,318
Cognizant Technology Solutions, 500 Frank W Burr Blvd Teaneck,NJ07666	Consulting Services	946,685
CVS CAREMARK, 695 GEORGE WASHINGTON HWY LINCOLN,RI02865	PHARM BENEFITS MGMT	1,155,174
The TriZetto Group Inc, 60 East 42nd Street New York,NY10020	Consulting Services	1,195,819
TMG Health Inc, PO Box 200521 Pittsburgh,PA152510521	Consulting Services	971,939
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 6,904

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 domestic organizations and domestic governments. See Part IV, line 21 ....	0	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	0	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............	0	0
4	Benefits paid to or for members ....	0	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,491,809	0	1,491,809	0
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	0	0	0
7	Other salaries and wages ....	53,266,088	0	53,266,088	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,812,450	0	1,812,450	0
9	Other employee benefits .......	7,204,868	0	7,204,868	0
10	Payroll taxes ...........	4,622,038	0	4,622,038	0
11	Fees for services (non-employees):
a	Management ......	0	0	0	0
b	Legal .........	458,500	0	458,500	0
c	Accounting ...........	457,849	0	457,849	0
d	Lobbying ...........	0	0	0	0
e	Professional fundraising services. See Part IV, line 17	0			0
f	Investment management fees ......	424,612	0	424,612	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	19,604,564		19,604,564
12	Advertising and promotion ....	4,474,948		4,474,948	0
13	Office expenses .......	4,765,477	0	4,765,477	0
14	Information technology ......	6,281,533	0	6,281,533	0
15	Royalties ..	0	0	0	0
16	Occupancy ...........	7,701,366	0	7,701,366	0
17	Travel ............	391,266	0	391,266	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0	0	0	0
19	Conferences, conventions, and meetings ....	1,004,589	0	1,004,589	0
20	Interest ...........	2,411,112	0	2,411,112	0
21	Payments to affiliates .......	0	0	0	0
22	Depreciation, depletion, and amortization .....	9,157,274	0	9,157,274	0
23	Insurance ..............	450,638	0	450,638	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	INPATIENT CLAIMS	271,267,218	271,267,218	0	0
b	PHARMACY	241,908,085	241,908,085	0	0
c	PHYSICIAN REFERRAL	171,562,336	171,562,336	0	0
d	PRIMARY CARE	160,665,757	160,665,757	0	0
e	All other expenses	325,575,847	325,575,847
25	Total functional expenses. Add lines 1 through 24e	1,296,960,224	1,170,979,243	125,980,981	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 if following SOP 98-2 (ASC 958-720).	0

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	0	1	0
2	Savings and temporary cash investments .........	95,235,378	2	85,504,826
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	72,130,860	4	151,990,118
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) 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 ..........	0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	57,066,271
b	Less: accumulated depreciation .....	10b	30,261,496	28,190,187	10c	26,804,775
11	Investments—publicly traded securities ..........	55,382,690	11	46,035,844
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 ...........	28,845,047	15	38,538,317
16	Total assets. Add lines 1 through 15 (must equal line 34)......	279,784,162	16	348,873,880
	17	Accounts payable and accrued expenses .........	159,914,833	17	219,445,725
18	Grants payable .................	0	18	0
19	Deferred revenue ................	0	19	0
20	Tax-exempt bond liabilities .............	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Loans and other 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....................	2,332,932	25	2,042,538
26	Total liabilities. Add lines 17 through 25.........	162,247,765	26	221,488,263
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	7,757,872	27	7,990,233
28	Temporarily restricted net assets ...........	109,778,525	28	119,395,384
29	Permanently restricted net assets ...........	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	117,536,397	33	127,385,617
34	Total liabilities and net assets/fund balances ........	279,784,162	34	348,873,880

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

AFFINITY HEALTH PLAN INC

Employer identification number

13-3330672

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

AFFINITY HEALTH PLAN INC

Employer identification number

13-3330672

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 value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

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? ............

Yes No

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? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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.


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

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, 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.

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 XIII, the text of the footnote to its financial statements that describes these items.

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)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

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:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

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?........

Yes No

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.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	109,778,525	107,381,700	94,154,933	105,757,586	86,616,257
b	Contributions ........	9,616,859	2,396,825	13,226,767	-11,602,653	19,141,329
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 ......	119,395,384	109,778,525	107,381,700	94,154,933	105,757,586

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

17.000 %

Permanent endowment SchDMd Bullet

83.000 %

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

Yes

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	6,487,058	1,362,746	5,124,312
d	Equipment ................	4,727,058	3,586,053	1,141,005
e	Other .................	45,852,155	25,312,697	20,539,458
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				26,804,775

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Advances to Providers				28,665,961
(2) Other Assets				9,872,356







Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				38,538,317

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
Deferred Rent		1,865,070
Other Lease Obligations		177,468







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		2,042,538
2. Liability for uncertain tax positions. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	1,306,809,444
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	-6,154,195
b	Donated services and use of facilities .........	2b	0
c	Recoveries of prior year grants ...........	2c	0
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	-6,154,195
3	Subtract line 2e from line 1.....................			3	1,312,963,639
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 XIII.) ...........	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	1,312,963,639

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........			1	1,296,960,224
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	0
b	Prior year adjustments ..............	2b	0
c	Other losses ................	2c	0
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	1,296,960,224
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 XIII.) ............	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	1,296,960,224

Part XIII

Supplemental Information

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
ENDOWMENT FUNDS	SCHEDULE D, PART V, LINE 1B, COLUMN A THE PLAN MUST MAINTAIN MINIMUM LEVELS OF RESTRICTED ASSETS (CONTINGENT RESERVE) AS REQUIRED BY THE NEW YORK STATE DEPARTMENT OF HEALTH (NYSDOH). THE REQUIREMENT IS RECALCULATED ANNUALLY BASED ON STATUTORY PREMIUM REVENUE FOR THE YEAR. DURING 2014, THE NYSDOH AMENDED THE REGULATIONS GOVERNING THE CONTINGENT RESERVE. THE AMENDMENT PROVIDED SPECIAL REDUCED PERCENTAGES TO BE APPLIED TO THE REVENUES FROM THE MEDICAID MANAGE CARE, CHP AND FHP PROGRAMS OFFERED BY NEW YORK STATE.

Return Reference

Explanation

ENDOWMENT FUNDS

SCHEDULE D, PART V, LINE 1B, COLUMN A THE PLAN MUST MAINTAIN MINIMUM LEVELS OF RESTRICTED ASSETS (CONTINGENT RESERVE) AS REQUIRED BY THE NEW YORK STATE DEPARTMENT OF HEALTH (NYSDOH). THE REQUIREMENT IS RECALCULATED ANNUALLY BASED ON STATUTORY PREMIUM REVENUE FOR THE YEAR. DURING 2014, THE NYSDOH AMENDED THE REGULATIONS GOVERNING THE CONTINGENT RESERVE. THE AMENDMENT PROVIDED SPECIAL REDUCED PERCENTAGES TO BE APPLIED TO THE REVENUES FROM THE MEDICAID MANAGE CARE, CHP AND FHP PROGRAMS OFFERED BY NEW YORK STATE.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

AFFINITY HEALTH PLAN INC

Employer identification number

13-3330672

Part I

Questions Regarding Compensation

Yes

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.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

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 of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used 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.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

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:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

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:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

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 ............

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 .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

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 (E) amounts for that individual.

(A) Name and Title		(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 in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Abenna UdochiExec Dir -State Gov't Programs	(i) (ii)	241,129 ............................... 0	0 ............................... 0	360 ............................... 0	23,788 ............................... 0	15,893 ............................... 0	281,170 ............................... 0	0 ............................... 0
2Caron CullenSVP - Chief Compliance Officer	(i) (ii)	141,380 ............................... 0	0 ............................... 0	256,766 ............................... 0	19,951 ............................... 0	10,017 ............................... 0	428,114 ............................... 0	0 ............................... 0
3Dr Munish KhanejaSVP - Chief Medical Officer	(i) (ii)	250,294 ............................... 0	0 ............................... 0	203 ............................... 0	26,120 ............................... 0	20,172 ............................... 0	296,789 ............................... 0	0 ............................... 0
4Joseph KarpMedical Director	(i) (ii)	230,413 ............................... 0	0 ............................... 0	1,854 ............................... 0	6,912 ............................... 0	1,012 ............................... 0	240,191 ............................... 0	0 ............................... 0
5Bertram ScottPresident - CEO	(i) (ii)	400,821 ............................... 0	41,000 ............................... 0	10,780 ............................... 0	21,580 ............................... 0	26,429 ............................... 0	500,610 ............................... 0	0 ............................... 0
6Glenn MacFarlaneChief Financial Officer	(i) (ii)	284,163 ............................... 0	0 ............................... 0	552 ............................... 0	18,416 ............................... 0	24,087 ............................... 0	327,218 ............................... 0	0 ............................... 0
7Mark CorcoranEVP & Chief Financial Officer	(i) (ii)	8,091 ............................... 0	0 ............................... 0	253,902 ............................... 0	3,362 ............................... 0	5,690 ............................... 0	271,045 ............................... 0	0 ............................... 0
8Robert AllenEVP - COO	(i) (ii)	329,500 ............................... 0	0 ............................... 0	1,584 ............................... 0	25,664 ............................... 0	10,444 ............................... 0	367,192 ............................... 0	0 ............................... 0
9Camille KurtzVP-Med Mgmt & Exc Dir-Medicare	(i) (ii)	246,375 ............................... 0	0 ............................... 0	1,032 ............................... 0	13,526 ............................... 0	9,814 ............................... 0	270,747 ............................... 0	0 ............................... 0
10Claire DeMatteisSVP - General Counsel & CCO	(i) (ii)	230,137 ............................... 0	0 ............................... 0	360 ............................... 0	1,544 ............................... 0	25,190 ............................... 0	257,231 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
Form 990, Schedule J, Part I-13, Line 4a	A SEVERANCE PAYMENT IN THE AMOUNT OF $225,385 WAS PAID TO MARK CORCORAN IN JANUARY 2014 AFTER HE LEFT THE ORGANIZATION IN DECEMBER, 2013. A SEVERANCE PAYMENT IN THE AMOUNT OF $233,663 WAS PAID TO CARON CULLEN WHEN SHE LEFT THE ORGANIZATION IN AUGUST, 2014.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

AFFINITY HEALTH PLAN INC

Employer identification number

13-3330672

Return Reference	Explanation
DESCRIPTION OF OTHER PROGRAM SERVICES	FORM 990, PART III, LINE 2 THE PLAN ESTABLISHED A QUALIFIED HEALTH PLAN (QHP) UNDER HEALTH CARE REFORM, WHICH IS CERTIFIED BY THE NEW YORK STATE HEALTH INSURANCE MARKETPLACE. QHP PROVIDES ESSENTIAL HEALTH BENEFITS, FOLLOWS ESTABLISHED LIMITS ON COST-SHARING (DEDUCTIBLE, COPAYMENT AND OUT-OF-POCKET MAXIMUM AMOUNTS), AND MUST MAINTAIN COMPLIANCE WITH OTHER PROVISIONS OF HEALTH CARE REFORM. COVERAGE FOR QHP MEMBERS BEGAN JANUARY 1, 2014 FORM 990, PART III LINE 3 THE PLAN'S FAMILY HEALTH PLUS (FHP) PROGRAM BEGAN OPERATIONS ON OCTOBER 1, 2001. FHP PROVIDES HEALTH INSURANCE COVERAGE FOR LOW-INCOME SINGLE ADULTS AND ADULTS WITH CHILDREN. THE FHP PROGRAM IS ADMINISTERED UNDER THE SAME AGREEMENT AS THE MEDICAID PROGRAM. THE FHP PROGRAM ENDED ON DECEMBER 31, 2014, AND NO COVERAGE WILL BE AUTHORIZED PAST THAT DATE. FORM 990, PART III LINE 4d THE CHILD HEALTH PLUS (CHP) PROGRAM IS FUNDED BY THE STATE OF NEW YORK TO PROVIDE HEALTH INSURANCE COVERAGE FOR CHILDREN THAT ARE UNDER THE AGE OF 19. START UP COST FOR TWO PROGRAMS MEDICAL LONG TERM CARE AND THE QUALITY HEALTH PLAN. THE PLAN ESTABLISHED A QUALIFIED HEALTH PLAN (QHP) UNDER HEALTH CARE REFORM, WHICH IS CERTIFIED BY THE NEW YORK STATE HEALTH INSURANCE MARKETPLACE. QHP PROVIDES ESSENTIAL HEALTH BENEFITS, FOLLOWS ESTABLISHED LIMITS ON COST-SHARING (DEDUCTIBLE, COPAYMENT AND OUT-OF-POCKET MAXIMUM AMOUNTS), AND MUST MAINTAIN COMPLIANCE WITH OTHER PROVISIONS OF HEALTH CARE REFORM. COVERAGE FOR QHP MEMBERS BEGAN JANUARY 1, 2014.
DESCRIBE THE PROCESS TO REVIEW THE FORM 990	FORM 990, PART VI, LINE 11B THE FINANCIAL STAFF COMPILES THE FINANCIAL AND OTHER INFORMATION REQUIRED IN THE 990 RETURN. ERNST & YOUNG, LLP, PREPARES THE RETURN AND THE INFORMATION IS REVIEWED BY THE COMPANY'S CFO. A FINAL COPY OF THE FORM 990 IS MADE AVAILABLE TO THE ENTIRE GOVERNING BODY BEFORE FILING.
DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST	FORM 990, PART VI, QUESTION 12C 1. ACTUAL OR POTENTIAL CONFLICTS OF INTEREST MUST BE DISCLOSED TO APPROPRIATE MANAGEMENT PERSONNEL, HUMAN RESOURCES OR THE CORPORATE COMPLIANCE OFFICER. 2. EMPLOYEES MUST SEEK GUIDANCE AND APPROVAL FROM APPROPRIATE MANAGEMENT PERSONNEL PRIOR TO PURSUING ANY BUSINESS OR PERSONAL ACTIVITY THAT MAY CONSTITUTE A CONFLICT OF INTEREST. 3. MANAGEMENT, WITH PURCHASING AUTHORITY, WILL COMPLETE A RELATED PARTY QUESTIONNAIRE ANNUALLY TO IDENTIFY ANY POTENTIAL OR ACTUAL CONFLICTS OF INTEREST. 4. EMPLOYEES, UPON HIRE AND ANNUALLY THEREAFTER, REVIEW THE CODE OF ETHICS WHICH INCLUDES INFORMATION ON CONFLICTS OF INTEREST. IN ADDITION, EMPLOYEES ARE REQUIRED TO SIGN AN ATTESTATION UPON HIRE AND ANNUALLY THEREAFTER, THAT THEY ACKNOWLEDGE AND UNDERSTOOD THE CODE OF ETHICS.
OFFICERS & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN	FORM 990, PART VI, QUESTION 15A AND 15B THE PROCESS FOR DETERMINING COMPENSATION FOR THE CEO, CFO AND COO INCLUDED REVIEW AND APPROVAL BY A COMPENSATION COMMITTEE (THE "COMMITTEE") COMPRISED OF INDEPENDENT DIRECTORS CHARGED WITH THIS RESPONSIBILITY, CONSIDERATION OF COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION AND DOCUMENTATION OF THE DELIBERATION AND DECISION. AFFINITY HEALTH PLAN'S COMPENSATION PROGRAM FOR THESE POSITIONS AND OTHER OFFICERS AND KEY EMPLOYEES INCLUDES ESTABLISHED POLICIES FOR JOB EVALUATION USING A POINT FACTOR SYSTEM; MERIT INCREASES; AND SALARY ACTIONS ASSOCIATED WITH NEW HIRES, PROMOTIONS, TRANSFERS AND DEMOTIONS. SPECIFICALLY, FOR: A) THE CEO - COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER IS ESTABLISHED BY THE COMPENSATION COMMITTEE AND RATIFIED BY THE BOARD OF DIRECTORS OF AFFINITY HEALTH PLAN. THE BOARD AND THE COMMITTEE HAS ESTABLISHED COMPENSATION TERMS FOR THE CEO CONSIDERING COMPARABILITY DATA FOR CEO POSITIONS IN SIMILAR ORGANIZATIONS IN THEIR DELIBERATIONS AND DECISION MAKING. THESE DECISIONS ARE DOCUMENTED IN ACCORDANCE WITH LEGAL REQUIREMENTS AND BEST PRACTICES. B) OTHER OFFICERS AND KEY EMPLOYEES - JOBS HELD BY OTHER OFFICERS AND JOBS HELD BY KEY EMPLOYEES ARE EVALUATED USING THE POINT FACTOR JOB EVALUATION PROCESS APPLICABLE TO ALL JOBS AT AFFINITY HEALTH PLAN. BASED ON THE POINT FACTOR EVALUATION, JOBS ARE PLACED IN A SALARY GRADE. MERIT INCREASES ARE AWARDED BASED ON PERFORMANCE AFTER A FORMAL YEAR END PERFORMANCE EVALUATION. THIS PROGRAM APPLIES TO ALL EMPLOYEES INCLUDING OTHER OFFICERS AND KEY EMPLOYEES. DISCRETIONARY COMPENSATION DECISIONS APPLICABLE FOR OTHER OFFICERS AND KEY EMPLOYEES, INCLUDING PROMOTIONAL SALARY ADJUSTMENTS, MARKET/EQUITY SALARY ADJUSTMENTS AND STARTING SALARIES FOR NEWLY HIRED OFFICERS AND KEY EMPLOYEES ARE MADE AFTER REVIEW OF COMPARABILITY DATA FROM PUBLISHED SOURCES FOR SIMILAR POSITIONS IN THE RELEVANT LABOR MARKET. PUBLISHED COMPARABILITY DATA UTILIZED INCLUDES INDUSTRY SPECIFIC DATA. INTERNAL DATA IS REVIEWED AS WELL WITH THE OBJECTIVE OF ENSURING INTERNAL EQUITY WITH SIMILARLY SITUATED STAFF. DISCRETIONARY COMPENSATION DECISIONS IMPACTING THOSE OF THE FOREGOING POSITIONS THAT ARE ALSO DEEMED TO BE "DISQUALIFIED PERSONS" UNDER THE INTERNAL REVENUE CODE (E.G., CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER) ARE MADE BY THE COMMITTEE (AND RATIFIED BY THE BOARD) IN ACCORDANCE WITH "INTERMEDIATE SANCTIONS SAFE HARBOR" STANDARDS UTILIZING THE SAME PROCESSES AS ARE APPLIED TO THE CEO (DISCUSSED ABOVE).
Avail of Gov Docs, Conflict of Interest Policy, & Fin Stmts to Gen Public	Form 990, Part VI, Question 19 DOCUMENTS ARE MADE AVAILABLE UPON REQUEST.
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:PROFESSIONAL COSTS TOTAL EXPENSES:116006222 PROGRAM SERVICES:116006222
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:RADIOLOGY/LAB & DIAGNOSTIC TOTAL EXPENSES:78404270 PROGRAM SERVICES:78404270
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:MEDICAID TOTAL EXPENSES:48692654 PROGRAM SERVICES:48692654
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:EMERGENCY ROOM TOTAL EXPENSES:38915322 PROGRAM SERVICES:38915322
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:DENTAL TOTAL EXPENSES:38237242 PROGRAM SERVICES:38237242
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:SURGICAL TOTAL EXPENSES:18201215 PROGRAM SERVICES:18201215
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:VISION TOTAL EXPENSES:3823366 PROGRAM SERVICES:3823366
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:BEHAVIORAL TOTAL EXPENSES:3424390 PROGRAM SERVICES:3424390
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:TRANSPORTATION TOTAL EXPENSES:3393757 PROGRAM SERVICES:3393757
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:NURSING TOTAL EXPENSES:2758582 PROGRAM SERVICES:2758582
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:COVERED LIVES TOTAL EXPENSES:1443377 PROGRAM SERVICES:1443377
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:BEACON TOTAL EXPENSES:1130860 PROGRAM SERVICES:1130860
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:FAMILY PLANNING TOTAL EXPENSES:1075326 PROGRAM SERVICES:1075326
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:AMBULATORY TOTAL EXPENSES:237308 PROGRAM SERVICES:237308
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:OUTPATIENT CLAIMS TOTAL EXPENSES:172036 PROGRAM SERVICES:172036
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:OTHER MEDICAL TOTAL EXPENSES:56847 PROGRAM SERVICES:56847
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:PRENATAL TOTAL EXPENSES:19301 PROGRAM SERVICES:19301
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:MEDICAL SUPPLIES TOTAL EXPENSES:6514 PROGRAM SERVICES:6514
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:HOME HEALTHCARE TOTAL EXPENSES:1388 PROGRAM SERVICES:1388
FORM 990 PART IX LINE 24 - OTHER EXPENSES	DESCRIPTION:THIRD PARTY RECOVERIES TOTAL EXPENSES:-30424130 PROGRAM SERVICES:-30424130

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

AFFINITY HEALTH PLAN INC

Employer identification number

13-3330672

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) 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

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 entity?
(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	Yes	No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

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	(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?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	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	(i) Section 512(b)(13) controlled entity?
(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		Yes	No
(1) AHP ENTERPRISES INC 1776 EASTCHESTER ROAD BRONX,NY10461	MGMT SVCS	DE	AHP	C CORP	0	0	0 %	Yes

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

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, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2014

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)	(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?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: THE MISSION OF AFFINITY HEALTH PLAN IS TO IMPROVE THE HEALTH AND WELL- IMPROVE THE HEALTH AND WELL-BEING OF ITS MEMBERS, THEIR FAMILIES, AND THEIR COMMUNITIES IN COLLABORATION WITH PRIMARY CARE PROVIDERS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	11
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	1,068
6	Total number of volunteers (estimate if necessary) .............	6	0
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

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	1,181,375,348	1,301,755,722
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	4,107,792	11,207,917
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)...................	1,185,483,140	1,312,963,639
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)	65,073,711	68,397,253
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	1,136,785,583	1,228,562,971
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,201,859,294	1,296,960,224
19	Revenue less expenses. Subtract line 18 from line 12.......	-16,376,154	16,003,415
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	279,784,162	348,873,880
21	Total liabilities (Part X, line 26).............	162,247,765	221,488,263
22	Net assets or fund balances. Subtract line 21 from line 20.....	117,536,397	127,385,617

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 1,016,359,003 including grants of $ ) (Revenue $ 1,138,156,349 )
	AFFINITY HEALTH PLAN'S MEDICAID PROGRAM IS FUNDED BY THE STATE OF NEW YORK TO MANAGE THE HEALTHCARE AND RELATED COSTS OF MEDICAID PATIENTS IN NEW YORK CITY AND THE SURROUNDING COUNTIES OF NASSAU, SUFFOLK, WESTCHESTER, ROCKLAND AND ORANGE COUNTY.

4b	(Code: ) (Expenses $ 69,251,936 including grants of $ ) (Revenue $ 69,626,366 )
	The Plan also operates a Medicare Advantage program that is administered under an agreement with the Centers for Medicare and Medicaid Services (CMS) and includes a prescription drug benefit component under Part D of Title XVIII of the Social Security Act. The Plan's Special Needs Plan (SNP) is administered under an agreement with NYSDOH. The SNP provides coverage to members dually eligible for Medicare Advantage and Medicaid Advantage programs.

4c	(Code: ) (Expenses $ 52,588,788 including grants of $ ) (Revenue $ 54,973,250 )
	THE FAMILY HEALTH PLUS (FHP) PROGRAM PROVIDES HEALTH INSURANCE COVERAGE FOR LOW INCOME SINGLE ADULTS AND ADULTS WITH CHILDREN. THE FHP PROGRAM IS ADMINISTERED UNDER AGREEMENTS WITH THE NYS DEPARTMENT OF HEALTH.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 32,779,516 including grants of $ ) (Revenue $ 38,999,757 )
4e	Total program service expenses1,170,979,243

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)			(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
(A) Name and Title
(18) Joseph Karp........................................................................ Medical Director	37.5 .......................0.0	X		232,267	0	7,924
(19) Camille Kurtz........................................................................ VP-Med Mgmt & Exc Dir-Medicare	37.5 .......................0.0	X		247,407	0	23,340
(20) Claire DeMatteis........................................................................ SVP - General Counsel & CCO	37.5 .......................0.0	X		230,497	0	26,734
(21) Mark Corcoran........................................................................ EVP & Chief Financial Officer	37.5 .......................0.0		X	261,993	0	9,052

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,930,696	0	309,611

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c		0
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:$		0
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	Medicaid			1,138,156,349	1,138,156,349	0	0
b	MEDICARE			69,626,366	69,626,366	0	0
c	FHP			54,973,250	54,973,250	0	0
d	CHP			27,104,599	27,104,599	0	0
e	QHP			11,895,158	11,895,158	0	0
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,301,755,722
3	Investment income (including dividends, interest, and other similar amounts).......			2,998,965			2,998,965
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	133,531,959
b	Less: cost or other basis and sales expenses	125,323,007
c	Gain or (loss)	8,208,952
d	Net gain or (loss)..........			8,208,952			8,208,952
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..			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...			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..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			1,312,963,639	1,301,755,722	0	11,207,917


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			0	1	0
2	Savings and temporary cash investments .........			95,235,378	2	85,504,826
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			72,130,860	4	151,990,118
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) 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 ..........			0	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	57,066,271
b	Less: accumulated depreciation .....	10b	30,261,496	28,190,187	10c	26,804,775
11	Investments—publicly traded securities ..........			55,382,690	11	46,035,844
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 ...........			28,845,047	15	38,538,317
16	Total assets. Add lines 1 through 15 (must equal line 34)......			279,784,162	16	348,873,880
17	Accounts payable and accrued expenses .........			159,914,833	17	219,445,725
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other 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....................			2,332,932	25	2,042,538
26	Total liabilities. Add lines 17 through 25.........			162,247,765	26	221,488,263
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			7,757,872	27	7,990,233
28	Temporarily restricted net assets ...........			109,778,525	28	119,395,384
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			117,536,397	33	127,385,617
34	Total liabilities and net assets/fund balances ........			279,784,162	34	348,873,880