2020-11-16T17:53:41-06:00 2019-12-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY STE 1200 PORTLAND OR 97205 990 2019-01-01 455093195 HEALTH SHARE OF OREGON HEAL 5034161460 2121 SW BROADWAY NO 200 PORTLAND OR 97201 JAMES SCHROEDER CHIEF EXECUTIVE OFFICER 5034164966 2020-11-13 1 WENDY CAMPOS P00448102 5032421447 2020-11-12 67.189.43.222 2020-11-13 15:50:12 PS P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 82D2AADBC974838CCBF352300F6A9124D06588A1 2019 2021-01-29 14:40:06Z JAMES SCHROEDER 2121 SW BROADWAY NO 200 PORTLAND OR 97201 2190344412 0 X HEALTHSHAREOREGON.ORG X 2012 OR OUR VISION IS A HEALTHY COMMUNITY FOR ALL. OUR MISSION IS TO PARTNER WITH COMMUNITIES TO ACHIEVE ONGOING TRANSFORMATION, HEALTH EQUITY AND THE BEST POSSIBLE HEALTH FOR EACH INDIVIDUAL. AT HEALTH SHARE WE: - PUT THE MEMBER VOICE AND EXPERIENCE AT THE CENTER OF WHAT WE DO - BELIEVE HEALTH EQUITY IS ACHIEVABLE - HONOR OUR COMMITMENTS - ARE CATALYSTS FOR CONTINUOUS IMPROVEMENT - OPERATE TRANSPARENTLY AND USE DATA TO GUIDE OUR WORK - WORK IN PARTNERSHIP TO MAXIMIZE OUR RESOURCES. 20 20 0 45 0 0 0 0 2009376689 2188830500 977913 1513912 0 0 2010354602 2190344412 0 0 0 0 0 0 0 0 0 2003064226 2207985723 2003064226 2207985723 7290376 -17641311 99666104 156922581 28282048 92095694 71384056 64826887 X THE CHARITABLE PURPOSES OF THE ORGANIZATION INCLUDE, BUT ARE NOT LIMITED TO, DEVELOPING AN INTEGRATED COMMUNITY HEALTH SYSTEM THAT ACHIEVES BETTER CARE, BETTER HEALTH, AND LOWER COSTS FOR THE MEDICAID POPULATION AND THE TRI-COUNTY COMMUNITY OF MULTNOMAH, WASHINGTON, AND CLACKAMAS COUNTIES, OREGON (THE "TRI-COUNTY AREA"). 0 0 2196487260 2188830500 OPERATION OF OREGON HEALTH PLAN PROGRAM - HEALTH SHARE OF OREGON IS A COORDINATED CARE ORGANIZATION AS DEFINED IN THE STATE OF OREGON STATUTES. IT OPERATES AS AN INTEGRATED COMMUNITY-BASED HEALTH CARE PLAN THAT STRIVES TO ACHIEVE BETTER CARE, BETTER HEALTH, AND LOWER COSTS FOR THE MEDICAID POPULATION IN THE THREE COUNTIES AROUND PORTLAND, OREGON. THE ORGANIZATION ENTERED INTO A RISK CONTRACT WITH THE STATE OF OREGON TO PROVIDE PHYSICAL, MENTAL AND DENTAL HEALTH COVERAGE UNDER THE OREGON HEALTH PLAN TO ENROLLEES IN CLACKAMAS, MULTNOMAH, AND WASHINGTON COUNTIES. 2196487260 1 0 0 1 0 0 0 0 0 0 1 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 111 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 20 20 0 1 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 OR X JAMES SCHROEDER 5034164966 2121 SW BROADWAY SUITE 200 PORTLAND OR 97201 X MARNI KUYL BOARD CHAIR, DIRECTOR 4.00 X X 0 0 0 DORANE BROWER DIRECTOR, VICE CHAIR 4.00 X X 0 0 0 KEITH FORRESTER DIRECTOR AND SECRETARY 4.00 X X 0 0 0 CHRISTA SHIVELY DIRECTOR 4.00 X 0 0 0 ABIGAIL LAWRENCE DIRECTOR 4.00 X 0 0 0 RJ GILLESEPIE MD DIRECTOR 4.00 X 0 0 0 ERIC HUNTER DIRECTOR 4.00 X 0 0 0 JACKIE MERCER DIRECTOR 4.00 X 0 0 0 JEAN-CLAUDE PROVOST DIRECTOR 4.00 X 0 0 0 MARY MONNAT DIRECTOR 4.00 X 0 0 0 RAMSEY WEIT DIRECTOR 4.00 X 0 0 0 RICH SWIFT DIRECTOR 4.00 X 0 0 0 JOE HARDMAN MD CMO DIRECTOR 4.00 X 0 0 0 JOHN HUNTER MD DIRECTOR 4.00 X 0 0 0 W GARY HOFFMAN MD DIRECTOR 4.00 X 0 0 0 ELI SCHWARTZ DDS DIRECTOR 4.00 X 0 0 0 CYREENA BOSTON-ASHBY DIRECTOR 4.00 X 0 0 0 RACHAEL BANKS DIRECTOR 4.00 X 0 0 0 KATHRYN CORREIA DIRECTOR 4.00 X 0 0 0 RACHEL SOLOTAROFF MD MCR DIRECTOR 4.00 X 0 0 0 PATRICIA CHARLES- HEATHERS DIRECTOR 4.00 X 0 0 0 MAGGIE BENNINGTON-DAVIS CHIEF EXECUTIVE OFFICER 40.00 X 0 0 0 AARON GILLINGHAM ACTING CHIEF FINANCIAL OFFICER 40.00 X 0 0 0 DEBORAH FRIEDMAN CHIEF OPERATIONS OFFICER 40.00 X 0 0 0 GRAHAM BOULDIN CHIEF QUALITY OFFICER 40.00 X 0 0 0 JOHN SANDERS CHIEF INFORMATION OFFICER 40.00 X 0 0 0 MICHAEL ANDERSON-NATHE CHIEF EQUITY & ENGAGEMENT OFFICER 40.00 X 0 0 0 0 0 0 0 0 0 0 CAREOREGON INC 315 SW 5TH AVE PORTLAND OR 97204 PURCHASED HEALTHCARE AND MANAGEMENT SERV 879225978 OREGON HEALTH & SCIENCE UNIVERSITY 3818 SW SAM JACKSON PARK ROAD MALL PORTLAND OR 97239 PURCHASED HEALTHCARE 256600327 PROVIDENCE HEALTH PLANS 3601 SW MURRAY BLVD SUITE 10 BEAVERTON OR 97005 PURCHASED HEALTHCARE 211734810 PERFORMANCE HEALTH TECHNOLOGY 3993 FAIRVIEW INDUSTRIAL DRIVE SE SALEM OR 97302 PURCHASED HEALTHCARE/CLAIM PROCESSING 208948648 KAISER FOUNDATION HEALTH PLAN OF THE NW 500 NE MULTNOMAH ST PORTLAND OR 97232 PURCHASED HEALTHCARE 163093845 71 PREMIUMS 900099 2149918880 2149918880 QUALITY MGMT INCENTIVE 900099 38910322 38910322 STATE CONTRACTS 900099 1298 1298 2188830500 1513912 1513912 2190344412 2188830500 0 1513912 7581176 3853741 3727435 629903 164961 464942 57400 57400 45349 45349 7863317 4201015 3662302 1141134 1140984 150 94253 12265 81988 415305 199576 215729 669422 59675 609747 39512 25794 13718 95388 46004 49384 594647 594647 PURCHASED HEALTHCARE 1683935382 1683935382 QDP CAP EXPENSE 271181512 271181512 HOSPITAL REIMBURSEMENT 189473959 189473959 MCO EXPENSE 33893737 33893737 10274327 8298655 1975672 2207985723 2196487260 11498463 0 36019771 42046169 3472863 3090359 35673 0 14161547 51704853 1700000 0 344998 1432332 2747371 2527882 729064 219489 42240205 43798611 961983 14630768 99666104 156922581 28282048 92095694 28282048 92095694 X 54884056 48326887 16500000 16500000 71384056 64826887 99666104 156922581 X -17641311 544222 10539920 X 0 1 X 1 0 X 58089 0 0 0 0 58089 1263350530 1257781167 1186536703 2019916609 2188830500 7916415509 1263408619 1257781167 1186536703 2019916609 2188830500 7916473598 0 0 0 7916473598 212133 370890 471274 977913 1513912 3546122 212133 370890 471274 977913 1513912 3546122 1263620752 1258152057 1187007977 2020894522 2190344412 7920019720 0.99960 0.99970 0.00040 0.00030 X 0 1 0 0 0 0 1 120000 0 1 120000 0 PART II-B, LINE 1: WE HELD FACE-TO-FACE MEETINGS WITH ELECTED OFFICIALS TO DISCUSS POLICY ISSUES, AS WELL AS SUBMITTED WRITTEN AND ORAL TESTIMONY AND GENERAL INFORMATIONAL MATERIALS TO ELECTED OFFICIALS. 2747371 2527882 219489 219489 OTHER RECEIVABLE 369712 INTEREST RECEIVABLE 157968 DEPOSIT 62880 COMMITTED DEPOSIT 14040208 14630768 X 1696339426 544222 -494549208 -494004986 2190344412 0 2190344412 1713436515 0 1713436515 494549208 494549208 2207985723 PART X, LINE 2: FIN 48 (ASC 740) UNCERTAIN TAX POSITIONS FOOTNOTE - THE ORGANIZATION HAD NO UNRECOGNIZED TAX BENEFITS WHICH WOULD REQUIRE AN ADJUSTMENT TO THE BEGINNING BALANCE OF NET ASSETS AND HAD NO UNRECOGNIZED TAX BENEFITS AT DECEMBER 31, 2019 OR 2018. THE ORGANIZATION IS SUBJECT TO EXAMINATIONS BY FEDERAL TAXING AUTHORITIES FOR THREE YEARS FROM THE FILING OF A TAX RETURN. PART XI, LINE 2D - OTHER ADJUSTMENTS: HOSPITAL REIMBURSEMENT NETTED WITH REVENUES ON FINANCIAL STATEMENTS -189,473,959. MANAGED CARE ORGANIZATION TAXES NETTED WITH REVENUES ON FINANCIAL STATEMENTS -33,893,737. QDP CAP EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS -271,181,512. PART XII, LINE 4B - OTHER ADJUSTMENTS: HOSPITAL REIMBURSEMENT EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 189,473,959. MANAGED CARE ORGANIZATION TAXES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 33,893,737. QDP CAP EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 271,181,512. FORM 990, PART VI, SECTION A, LINE 1 THE BOARD IS COMPRISED OF AN 11 PERSON MEMBER DIRECTOR BOARD, 6 ELECTED DIRECTORS AND THE CHAIR OF THE COMMUNITY ADVISORY COUNCIL. THE MEMBER DIRECTOR BOARD IS THE FINAL APPROVAL FOR SPECIFIC ITEMS AS LISTED IN THE ORGANIZATION'S BYLAWS (ARTICLE III, SECTION 8). THERE ARE ALSO TWO SUBCOMMITTEES - QUALITY AND GOVERNANCE AND FINANCE AND AUDIT COMMITTEES - BOTH OF WHICH ARE COMPRISED OF MEMBER AND ELECTED DIRECTORS. THE TWO COMMITTEES MAKE RECOMMENDATIONS TO THE BOARD OF DIRECTORS FOR APPROVAL. FORM 990, PART VI, SECTION A, LINE 3 HEALTH SHARE CONTRACTS WITH CAREOREGON INC TO PROVIDE CERTAIN MANAGEMENT SERVICES, INCLUDING HUMAN RESOURCES, FINANCIAL SERVICES AND INFORMATION TECHNOLOGY SERVICES. HEALTH SHARE ALSO LEASES CERTAIN MANAGEMENT EMPLOYEES FROM CAREOREGON, INCLUDING THE OFFICERS BELOW LISTED IN PART VII. HEALTH SHARE PAID CAREOREGON $1,362,690 FOR MANAGEMENT SERVICES IN 2019. THE FOLLOWING HEALTH SHARE OFFICERS RECEIVED THE FOLLOWING REPORTABLE COMPENSATION FROM CAREOREGON FOR 2019: JANET MEYER, CHIEF EXECUTIVE OFFICER $300,593 MARGARET BENNINGTON-DAVIS, CHIEF MEDICAL OFFICER $418,114 DEBORAH FRIEDMAN, CHIEF OPERATING OFFICER $305,729 LARRY D. SODERBERG, CHIEF FINANCIAL OFFICER $238,610 MICHAEL ANDERSON-NATHE, CHIEF EQUITY & ENGAGEMENT OFFICER $190,374 JANICE FORRESTER, IS DIRECTOR $173,046 FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CLASSES OF MEMBERS: FOUNDING MEMBERS AND ADMITTED MEMBERS. ALL MEMBERS HAVE THE SAME RIGHTS AND OBLIGATIONS WITH RESPECT TO VOTING, DISSOLUTION, REDEMPTION AND TRANSFER. FORM 990, PART VI, SECTION A, LINE 7A ALL CLASSES OF MEMBERS MAY VOTE IN ELECTIONS FOR MEMBERS OF THE GOVERNING BODY. THE MEMBER BOARD HAS FINAL APPROVAL FOR ALL ELECTIONS. FORM 990, PART VI, SECTION A, LINE 7B APPROVAL OF NON-BUDGETED EXPENDITURES OVER SET LIMITS AND CORPORATE INDEBTEDNESS NOT INCLUDED IN THE OPERATING BUDGET; DECISIONS AFFECTING COMPENSATION; DISTRIBUTIONS, IF ANY, FROM THE CORPORATION TO THE MEMBERS; SIGNIFICANT RESTRUCTURING OF THE CORPORATION OR FILING OF VOLUNTARY BANKRUPTCY; CHANGE TO GEOGRAPHIC AREA SERVED; REMOVAL OF ELECTED DIRECTOR; AMENDMENTS TO ARTICLES AND BYLAWS; ADMISSION, EXPULSION, SUSPENSION OR TERMINATION OF MEMBERS; AND THE SETTING OF MEMBERSHIP ASSESSMENTS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION UTILIZES THE MANAGEMENT SERVICES OF CAREOREGON FOR FINANCIAL AND ACCOUNTING PURPOSES AS WELL AS MOSS ADAMS, THE ORGANIZATION'S INDEPEDENT ACCOUNTING FIRM, TO ASSIST IN THE PREPARATION OF FORM 990. THE ORGANIZATION'S CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER REVIEW AND APPROVE THE FORM. THE FINANCIAL STATEMENT INFORMATION CONTAINED IN THE FORM 990 IS PRESENTED TO THE FINANCE AND AUDIT COMMITTEE PRIOR TO FILING AND THE FORM 990 IS PRESENTED TO THE FINANCE AND AUDIT COMMITTEE AND BOARD AFTER THE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY APPLIES TO "COVERED PERSONS" DEFINED AS (I) ANY DIRECTOR OR OFFICER OF THE CORPORATION, (II) MEMBERS OF ANY CORPORATION COMMITTEE, COUNCIL, WORKGROUP, OR TASK FORCE DESIGNATED BY THE CORPORATION'S CHAIR, AND (III) THOSE EMPLOYEES AND INDEPENDENT CONTRACTORS OF THE CORPORATION WHO ARE DESIGNATED BY THE CORPORATION'S CHAIR. EVERY COVERED PERSON SHALL COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. DUTIES OF COVERED PERSONS: EVERY COVERED PERSON (A) SHALL PERFORM HIS OR HER DUTIES FOR THE CORPORATION IN GOOD FAITH AND WITH THE DEGREE OF CARE THAT AN ORDINARILY PRUDENT PERSON WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES; (B) MUST ACT WITH LOYALTY TO THE CORPORATION; AND (C) MAY NOT ENGAGE IN ANY TRANSACTION OR ARRANGEMENT OR UNDERTAKE POSITIONS WITH OTHER ORGANIZATIONS THAT INVOLVE A CONFLICT OF INTEREST. EVERY COVERED PERSON SHALL (I) DISCLOSE ALL ACTUAL AND POTENTIAL CONFLICTS; AND (II) RECUSE HIMSELF/HERSELF FROM VOTING ON ANY TRANSACTION OR ARRANGEMENT IN WHICH HE/SHE HAS A POTENTIAL OR ACTUAL CONFLICT OF INTEREST, AND, IF SO REQUESTED BY THE CORPORATION'S CHAIR, NOT BE PRESENT WHEN ANY SUCH VOTE IS TAKEN. DISCLOSURE: EACH COVERED PERSON SHALL PROMPTLY AND FULLY DISCLOSE ALL MATERIAL FACTS OF EVERY ACTUAL OR POTENTIAL CONFLICT OF INTEREST: (A) EXISTING AT THE TIME WHEN HE/SHE BECOMES A COVERED PERSON; (B) THAT ARISES WHILE HE/SHE IS A COVERED PERSON, AT THE TIME SUCH ACTUAL OR POTENTIAL CONFLICT ARISES; AND (C) ANNUALLY THROUGH THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. ALL DISCLOSURES INVOLVING A TRANSACTION OR ARRANGEMENT BEING CONSIDERED AT A MEETING OF THE BOARD OR A COMMITTEE THEREOF SHALL BE MADE TO ALL MEMBERS PRESENT AT SUCH MEETING. ALL OTHER DISCLOSURES SHALL BE MADE TO THE CHAIR (WHO SHALL DISCLOSE HIS OR HER CONFLICTS TO THE BOARD OF DIRECTORS OR A BOARD COMMITTEE). EVALUATION: ON A QUARTERLY BASIS (OR MORE FREQUENTLY IF NECESSARY UNDER THE CIRCUMSTANCES), THE CHAIR SHALL DISCLOSE TO THE BOARD OF DIRECTORS, OR A BOARD COMMITTEE, ALL CONFLICTS OF INTEREST REPORTED TO HIM OR HER UNDER POLICY. THE BOARD OF DIRECTORS, OR A BOARD COMMITTEE, WILL EVALUATE THE DISCLOSURES TO DETERMINE WHETHER THEY INVOLVE ACTUAL CONFLICTS OF INTEREST AND MAY ATTEMPT TO DEVELOP ALTERNATIVES TO REMOVE THE CONFLICT FROM THE SITUATION. ENFORCEMENT: EACH COVERED PERSON SHALL SIGN A STATEMENT ACKNOWLEDGING THAT HE OR SHE HAS RECEIVED A COPY OF THE POLICY, HAS READ AND UNDERSTANDS IT, AND AGREES TO COMPLY WITH IT. IF THE BOARD OF DIRECTORS HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE BOARD MAY COUNSEL THE COVERED PERSON REGARDING SUCH FAILURE AND, IF THE ISSUE IS NOT RESOLVED TO THE BOARD'S SATISFACTION, MAY CONSIDER ADDITIONAL CORRECTIVE ACTION AS APPROPRIATE. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE ORGANIZATION'S TOP MANAGEMENT AND KEY EMPLOYEES IS REVIEWED AND APPROVED BY AN INDEPENDENT THIRD PARTY. THE EXECUTIVES ARE LEASED FROM ANOTHER COMPANY BUT THEIR COMPENSATION IS DETERMINED BY HEALTH SHARE'S BOARD, WHICH OBTAINS SERVICES FROM THE THIRD PARTY TO OBTAIN, ANALYZE AND VERIFY RELEVANT MARKET DATA. THIS PROCESS IS COMPLETED AT LEAST EVERY OTHER YEAR FOR ALL EXECUTIVE POSITIONS. THIS PROCESS WAS LAST COMPLETED DURING FALL 2018. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S PLACE OF BUSINESS. FORM 990, PART XI, LINE 9: ADOPTION OF ASC 606 10,539,920.