2015-11-16T16:35:11-06:00 2014-12-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY STE 1200 PORTLAND OR 97205 990 2014-01-01 455093195 HEALTH SHARE OF OREGON HEAL 5034161460 2121 SW BROADWAY NO 200 PORTLAND OR 97201 JANET MEYER CHIEF EXECUTIVE OFFICER 5034161798 2015-11-09 1 WENDY CAMPOS P00448102 5032421447 2014 2016-03-07 17:11:31Z X JANET MEYER 2121 SW BROADWAY NO 200 PORTLAND OR 97201 1128560139 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 298016 112124 662883214 1128379383 37993 68632 0 0 663219223 1128560139 0 0 0 0 0 0 0 0 0 658715869 1114032371 658715869 1114032371 4503354 14527768 38758558 61638820 15118639 23497667 23639919 38141153 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 1108515728 1128379383 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. 1108515728 1 1 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 39 0 1 0 0 0 0 0 0 0 0 0 0 0 X 20 20 0 1 1 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 OR X JANET MEYER 5034161798 2121 SW BROADWAY SUITE 200 PORTLAND OR 97201 X GEORGE J BROWN MD BOARD CHAIR 4.00 X X 0 0 0 CINDY BECKER VICE CHAIR AND SECRETARY 4.00 X X 0 0 0 PATRICK CURRAN SECRETARY AND DIRECTOR 4.00 X X 0 0 0 MANNY BERMAN DIRECTOR 4.00 X 0 0 0 MICHAEL BIERMANN DMD DIRECTOR 4.00 X 0 0 0 ED BALCKBURN DIRECTOR 4.00 X 0 0 0 ROD BRANYAN DIRECTOR 4.00 X 0 0 0 JOANNE FULLER DIRECTOR 4.00 X 0 0 0 TIM FLEISHCHMANN DIRECTOR 4.00 X 0 0 0 JILL GINSBERG MD DIRECTOR 4.00 X 0 0 0 W GARY HOFFMAN MD DIRECTOR 4.00 X 0 0 0 MARNI KUYL DIRECTOR 4.00 X 0 0 0 ANDREW R MCCULLOCH DIRECTOR 4.00 X 0 0 0 JACKIE MERCER DIRECTOR 4.00 X 0 0 0 MARY MONNAT DIRECTOR 4.00 X 0 0 0 JEAN-CLAUDE PROVOST DIRECTOR 4.00 X 0 0 0 MEL RADER DIRECTOR 4.00 X 0 0 0 PETER RAPP DIRECTOR 4.00 X 0 0 0 THOMAS RUSSELL DIRECTOR 4.00 X 0 0 0 DAVE UNDERRINER DIRECTOR 4.00 X 0 0 0 STEPHEN WEISS DIRECTOR 4.00 X 0 0 0 RAMSEY WEIT DIRECTOR 4.00 X 0 0 0 JANET MEYER CHIEF EXECUTIVE OFFICER 40.00 X 0 0 0 DANIEL DEAN CHIEF INFORMATION OFFICER 40.00 X 0 0 0 SUSAN KIRCHOFF CHIEF OPERATING OFFICER 40.00 X 0 0 0 DAVID LABBY CHIEF MEDICAL OFFICER 40.00 X 0 0 0 0 0 0 0 0 0 0 CAREOREGON INC 315 SW 5TH AVE PORTLAND OR 97204 MANAGEMENT SERVICES 5671956 PERFORMANCE HEALTH TECHNOLOGY 3993 FAIRVIEW INDUSTRIAL DR SOUTH SALEM OR 97302 PROFESSIONAL SERVICES 468683 SAFEGUARD BUSINESS SYSTEMS INC 15575 SW SEQUOIA PKWY 180 PORTLAND OR 97224 PROFESSIONAL SERVICES 175285 COLORGRAPHICS INC 1421 S DEAN ST SEATTLE WA 98144 PROFESSIONAL SERVICES 173268 DAVIS WRIGHT TREMAINE LLP 1300 SW 5TH AVE PORTLAND OR 97201 LEGAL SERVICES 159737 9 56356 55768 112124 PREMIUMS 900099 1103056996 1103056996 QUALITY MANAGEMENT INCENTIVE 900099 23120785 23120785 GRANT CONTRACTS 900099 2201602 2201602 1128379383 68632 68632 1128560139 1128379383 0 68632 4433536 2492388 1941148 191850 191850 31844 31844 33341 33341 2011493 2011493 116672 116672 36147 5642 30505 84071 84071 137146 73518 63628 16449 16449 16684 16684 69058 69058 117559 117559 INPATIENT/OUTPATIENT 852374081 852374081 HOSPITAL REIMBURSEMENTS 168345344 168345344 DENTAL EXPENSE 63231850 63231850 PERFORMANCE INCENTIVES 19226927 19224777 2150 3558319 2768128 790191 1114032371 1108515728 5516643 0 488784 8414593 6745349 3958501 26246 63688 14412475 19311251 90615 120567 657125 110388 157562 546737 16691619 28834540 145908 388943 38758558 61638820 15118639 22864436 633231 15118639 23497667 X 7139919 21557060 16500000 16584093 23639919 38141153 38758558 61638820 14527768 -26534 0 X 0 1 X 1 0 X 19192123 298016 112124 19602263 218703601 662883214 1128379383 2009966198 237895724 663181230 1128491507 2029568461 18154259 298016 51608 18503883 0 18154259 298016 51608 18503883 2011064578 9985 37993 68632 116610 9985 37993 68632 116610 237905709 663219223 1128560139 2029685071 X SCHEDULE A, PART III EXPLANATION FOR SHORT YEAR INCLUDED IN 5-YEAR PERIOD: THE TAX YEAR ENDED DECEMBER 31, 2012 IS A SHORT YEAR; THE ORGANIZATION FORMED APRIL 16, 2012. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 64866 0 1 64866 0 PART II-B, LINE 1: ASSOCIATED MEMBER ORGANIZATIONS CONDUCTED LOBBYING ACTIVITIES DIRECTLY ON BEHALF OF THEIR MEMBER ORGANIZATION AND INDIRECTLY ON BEHALF OF HEALTH SHARE. HEALTH SHARE STAFF CONDUCTED LOBBYING ACTIVITIES. 657125 110388 546737 546737 X 960188261 -26534 -168345344 -168371878 1128560139 0 1128560139 945687027 0 945687027 168345344 168345344 1114032371 PART X, LINE 2: FIN 48 (ASC 740) 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, 2014 OR 2013. 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: EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS -168,345,344. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 168,345,344. 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 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. WHEN APPROPRIATE, THE BOARD OF DIRECTORS MAKES RECOMMENDATIONS TO THE MEMBER BOARD FOR APPROVAL. THE EXECUTIVE COMMITTEE OF THE BOARD IS COMPRISED OF THE CHAIR, VICE CHAIR, SECRETARY AND CHAIRS OF THE FINANCE AND AUDIT COMMITTEE AND THE QUALITY AND GOVERNANCE COMMITTEE. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL THE AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION BETWEEN MEETINGS OF THE BOARD WHEN CIRCUMSTANCES DEMAND IMMEDIATE ACTION AND AS SPECIFICALLY DELEGATED BY THE BOARD TO THE EXECUTIVE COMMITTEE. ALL ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE REORTED TO, AND SUBJECT TO RATIFICATION BY, THE FULL BOARD AT THE NEXT DULY SCHEDULED BOARD MEETING. FORM 990, PART VI, SECTION A, LINE 3 HEALTH SHARE CONTRACTS WITH CAREOREGON INC TO PROVIDE CERTAIN MANAGEMENT SERVICES, INCLUDING HUMAN RESOURCES, FINANCIAL SERVICES, INFORMATION TECHNOLOGY SERVICES, CUSTOMER SERVICE, AND SPACE. HEALTH SHARE ALSO LEASES CERTAIN MANAGEMENT EMPLOYEES FROM CAREOREGON, INCLUDING THE FOLLOWING OFFICERS LISTED IN PART VII - CHIEF EXECUTIVE OFFICER, CHIEF INFORMATION OFFICER, CHIEF OPERATING OFFICER AND CHIEF MEDICAL OFFICER. HEALTH SHARE PAID CAREOREGON $1,324,000 FOR MANAGEMENT SERVICES IN 2014. HEALTH SHARE'S OFFICERS RECEIVED THE FOLLOWING REPORTABLE COMPENSATION FROM CAREOREGON INC: JANET MEYER, CHIEF EXECUTIVE OFFICER $304,346 DANIEL DEAN, CHIEF INFORMATION OFFICER $209,524 SUSAN KIRCHOFF, CHIEF OPERATING OFFICER $164,692 DAVID LABBY, CHIEF MEDICAL OFFICER $296,318. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION'S BYLAWS WERE AMENDED TO DEFINE THE ROLE OF ADVISERS AND SUBJECT MATTER EXPERTS AT SUBCOMMITTEE MEETINGS, ADJUST THE DURATION OF TERMS FOR ELECTED DIRECTORS, AND REFLECT CHANGES TO OREGON LAW REGARDING MANNER OF VOTING. 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 11 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 CONTROLLER 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. 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.