2019-11-04T13:21:25-06:00 2018-12-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY STE 1200 PORTLAND OR 97205 990 2018-01-01 455093195 HEALTH SHARE OF OREGON HEAL 5034161460 2121 SW BROADWAY NO 200 PORTLAND OR 97201 MAGGIE BENNINGTON-DAVIS INTERIM CHIEF EXECUTIVE OFFICER 5034161798 2019-10-22 1 WENDY CAMPOS P00448102 5032421447 2019-10-15 12.129.4.210 2019-10-22 13:19:30 PD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 697E1C7253A5CA0A5488E87239FE5BE3AB33F6DC 2018 2020-01-14 16:20:31Z MAGGIE BENNINGTON-DAVIS 2121 SW BROADWAY NO 200 PORTLAND OR 97201 2010354602 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 1186536703 2009376689 471274 977913 0 0 1187007977 2010354602 0 0 0 0 0 0 0 0 0 1189587046 2003064226 1189587046 2003064226 -2579069 7290376 97135771 99666104 33133033 28282048 64002738 71384056 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 1993782414 2009376689 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. 1993782414 1 0 0 1 0 0 0 0 0 0 1 0 0 0 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 1 120 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 MAGGIE BENNINGTON-DAVIS 5034161798 2121 SW BROADWAY SUITE 200 PORTLAND OR 97201 X CHRISTA SHIVELY DIRECTOR 4.00 X 0 0 0 ABIGAIL LAWRENCE DIRECTOR 4.00 X 0 0 0 RJ GILLESPIE MD DIRECTOR 4.00 X 0 0 0 DORANE BROWER DIRECTOR, VICE CHAIR 4.00 X X 0 0 0 ERIC HUNTER BOARD CHAIR, DIRECTOR 4.00 X X 0 0 0 GEORGE J BROWN MD BOARD CHAIR, DIRECTOR 4.00 X X 0 0 0 JACKIE MERCER DIRECTOR 4.00 X 0 0 0 JEAN-CLAUDE PROVOST DIRECTOR 4.00 X 0 0 0 JOAN KAPOWICH DIRECTOR 4.00 X 0 0 0 KEITH FORRESTER DIRECTOR 4.00 X 0 0 0 MARNI KUYL DIRECTOR AND SECRETARY 4.00 X 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 MITCH WASDEN DIRECTOR 4.00 X 0 0 0 ELI SCHWARTZ 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 JANET MEYER CHIEF EXECUTIVE OFFICER 40.00 X 0 0 0 LARRY SODERBERG CHIEF FINANCIAL OFFICER 40.00 X 0 0 0 DEBORAH FRIEDMAN CHIEF OPERATIONS OFFICER 40.00 X 0 0 0 MAGGIE BENNINGTON-DAVIS CHIEF MEDICAL 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 771221984 PROVIDENCE HEALTH PLANS 3601 SW MURRAY BLVD SUITE 10 BEAVERTON OR 97005 PURCHASED HEALTHCARE 187018627 PERFORMANCE HEALTH TECHNOLOGY 3993 FAIRVIEW INDUSTRIAL DRIVE SE SALEM OR 97302 PURCHASED HEALTHCARE/CLAIM PROCESSING 155370253 KAISER FOUNDATION HEALTH PLAN OF THE NW 500 NE MULTNOMAH ST PORTLAND OR 97232 PURCHASED HEALTHCARE 135702918 TUALITY HEALTH ALLIANCE 335 SE 8TH AVE HILLSBORO OR 97123 PURCHASED HEALTHCARE 43625809 40 PREMIUMS 900099 1965091989 1965091989 QUALITY MGMT INCENTIVE 900099 43715150 43715150 OTHER REVENUE 900099 398365 398365 STATE CONTRACTS 900099 171185 171185 2009376689 977913 977913 2010354602 2009376689 0 977913 7973008 3750384 4222624 742559 103027 639532 48400 48400 63238 63238 7326999 4263440 3063559 840450 840450 91981 10331 81650 560740 144033 416707 733919 135553 598366 34039 23077 10962 54142 25437 28705 745224 721580 23644 PURCHASED HEALTHCARE 1503872811 1503872811 HOSPITAL REIMBURSEMENT 237087498 237087498 QDP EXPENSE 205760924 205760924 MCO TAX EXPENSES 29940050 29940050 7188244 7103819 84425 2003064226 1993782414 9281812 0 21699697 36019771 4605498 3472863 64491 35673 22888898 14161547 360000 1700000 351043 344998 2802539 2073475 1378721 729064 40429562 42240205 5357861 961983 97135771 99666104 33133033 28282048 33133033 28282048 X 47502738 54884056 16500000 16500000 64002738 71384056 97135771 99666104 7290376 90942 0 X 0 1 X 1 0 X 112124 58089 0 0 0 170213 1128379383 1263350530 1257781167 1186536703 2009376689 6845424472 1128491507 1263408619 1257781167 1186536703 2009376689 6845594685 51608 51608 0 51608 51608 6845543077 68632 212133 370890 471274 977913 2100842 68632 212133 370890 471274 977913 2100842 1128560139 1263620752 1258152057 1187007977 2010354602 6847695527 0.99970 0.99970 0.00030 0.00020 X 0 1 0 0 0 0 1 180000 0 1 180000 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. 2802539 2073475 729064 729064 X 1537657072 90942 -472788472 -472697530 2010354602 0 2010354602 1530275754 0 1530275754 472788472 472788472 2003064226 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, 2018 OR 2017. 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 -237,087,498. MANAGED CARE ORGANIZATION TAXES NETTED WITH REVENUES ON FINANCIAL STATEMENTS -29,940,050. QDP CAP EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS -205,760,924. PART XII, LINE 4B - OTHER ADJUSTMENTS: HOSPITAL REIMBURSEMENT EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 237,087,498. MANAGED CARE ORGANIZATION TAXES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 29,940,050. QDP CAP EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 205,760,924. FORM 990, PART VI, SECTION A, LINE 1 THE BOARD IS COMPRISED OF AN 11 PERSON MEMBER DIRECTOR BOARD, 8 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 THREE SUBCOMMITTEES - QUALITY, GOVERNANCE, AND FINANCE AND AUDIT COMMITTEES - ALL OF WHICH ARE COMPRISED OF MEMBER AND ELECTED DIRECTORS. THE THREE 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 $1,297,800 FOR MANAGEMENT SERVICES IN 2018. THE FOLLOWING HEALTH SHARE OFFICERS RECEIVED THE FOLLOWING REPORTABLE COMPENSATION FROM CAREOREGON FOR 2018: JANET MEYER, CHIEF EXECUTIVE OFFICER $431,827 MARGARET BENNINGTON-DAVIS, CHIEF MEDICAL OFFICER $329,662 DEBORAH FRIEDMAN, CHIEF OPERATING OFFICER $251,527 JOHN SANDERS, CHIEF INFORMATION OFFICER $238,653 LARRY D. SODERBERG, CHIEF FINANCIAL OFFICER $196,836 MICHAEL ANDERSON-NATHE, CHIEF EQUITY & ENGAGEMENT OFFICER $154,068 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 ALL MEMBERS ARE ENTITLED TO VOTE ON VARIOUS GOVERNANCE MATTERS, INCLUDING ADOPTION OF STRATEGIC PLAN AND ANNUAL CAPITAL AND OPERATING BUDGETS; 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, WHICH IS PRESENTED TO AND REVIEWED BY THE FINANCE AND AUDIT COMMITTEE CHAIR PRIOR TO FILING AND THE FULL BOARD AFTER 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.