2014-11-17T11:25:40-06:00 2013-12-31 910189318 MOSS ADAMS LLP 805 SW BROADWAY STE 1200 PORTLAND OR 97205 990 2013-01-01 455093195 HEALTH SHARE OF OREGON HEAL 5034161460 208 SW 5TH AVENUE NO 400 PORTLAND OR 97204 JANET MEYER CHIEF EXECUTIVE OFFICER 5034161798 2014-11-05 1 WENDY CAMPOS P00448102 5032421447 2013 2015-11-30 17:44:51Z JANET MEYER 208 SW 5TH AVENUE NO 400 PORTLAND OR 97204 663219223 0 X HEALTHSHAREOREGON.ORG X 2012 OR OUR MISSION IS TO BE AN INTEGRATED COMMUNITY DELIVERY SYSTEM THAT ACHIEVES BETTER CARE, BETTER HEALTH, AND LOWER COSTS FOR THE MEDICAID POPULATION AND THE TRI-COUNTY COMMUNITY. WE ARE A COLLABORATIVE OF ORGANIZATIONS DEVOTED TO THE HEALTH OF THE COMMUNITY. OUR CORE VALUES ARE TRANSPARENCY, COLLABORATION, INTEGRITY, AND ACCOUNTABILITY. 20 19 0 34 0 0 19192123 298016 218703601 662883214 9985 37993 0 0 237905709 663219223 0 0 0 0 0 0 0 0 0 218765640 658715869 218765640 658715869 19140069 4503354 35244236 38758558 16104167 15118639 19140069 23639919 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 653415474 662883214 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 AND MENTAL HEALTH COVERAGE UNDER THE OREGON HEALTH PLAN TO ENROLLEES IN CLACKAMAS, MULTNOMAH, AND WASHINGTON COUNTIES. 653415474 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 1 0 0 0 0 0 0 0 0 0 1 10 0 1 0 0 0 0 0 0 0 0 0 0 0 X 20 19 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 208 SW 5TH AVENUE SUITE 400 PORTLAND OR 97204 X GEORGE J BROWN MD BOARD CHAIR 4.00 X X 0 0 0 LILLIAN SHIRLEY BOARD VICE-CHAIR 4.00 X X 0 0 0 CINDY BECKER SECRETARY 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 PATRICK CURRAN DIRECTOR 4.00 X 0 0 0 JOANNE FULLER DIRECTOR 4.00 X 0 0 0 JILL GINSBERG MD DIRECTOR 4.00 X 0 0 0 SHELLY HANDKINS DIRECTOR 4.00 X 0 0 0 W GARY HOFFMAN MD 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 GREG VAN PELT 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 JOSEPH E ROBERTSON JR MD DIRECTOR 4.00 X 0 0 0 THOMAS RUSSELL DIRECTOR 4.00 X 0 0 0 DICK STENSON 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 JON HERSEN CHIEF OPERATING OFFICER - INTERIM 40.00 X 0 0 0 LEE HULLINGER CHIEF FINANCIAL 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 4692041 WAKELY CONSULTING GROUP 17757 US HIGHWAY 19 N CLEARWATER FL 33764 ACTUARIAL SERVICES 177255 PERFORMANCE HEALTH TECHNOLOGY 3993 FAIRVIEW INDUSTRIAL DR SOUTH SALEM OR 97302 PROFESSIONAL SERVICES 143745 TUALITY HEALTHCARE 335 SE EIGTH AVE HILLSBORO OR 97123 PROFESSIONAL SERVICES 142018 PROVIDENCE SHARED SERVICES DIVISION PO BOX 13993 PORTLAND OR 97213 PROFESSIONAL SERVICES 141152 9 298016 298016 PREMIUMS 900099 658821173 658821173 QUALITY MANAGEMENT INCENTIVE 900099 4062041 4062041 662883214 37993 37993 663219223 662883214 0 37993 3402722 1035611 2367111 139263 139263 84756 84756 32495 32495 1492368 1492368 182456 182456 49974 2379 47595 183874 183874 111852 34042 77810 15323 15323 11813 11813 41329 41329 107352 107352 INPATIENT/OUTPATIENT 516085188 516085188 HOSPITAL REIMBURSEMENTS 125301661 125301661 MANAGED CARE ORG TAXES 5050743 5050743 PAY-FOR-PERFORMANCE INC 4062041 4062041 2360659 1843809 516850 658715869 653415474 5300395 0 2990165 488784 6708630 6745349 131019 26246 13719039 14412475 66622 90615 198891 41329 149894 157562 11447705 16691619 31162 145908 35244236 38758558 16104167 15118639 16104167 15118639 X 2332076 7139919 16807993 16500000 19140069 23639919 35244236 38758558 4503354 -3504 0 X 0 1 X 1 0 X 19192123 298016 19490139 218703601 662883214 881586815 237895724 663181230 901076954 18154259 298016 18452275 0 18154259 298016 18452275 882624679 9985 37993 47978 9985 37993 47978 237905709 663219223 901124932 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 94800 0 1 0 94800 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. 175243 41329 133914 23648 23648 157562 X 532863314 -3504 -130352405 -130355909 663219223 0 663219223 528363464 0 528363464 130352405 130352405 658715869 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, 2013 OR 2012. 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 -130,352,405. PART XII, LINE 4B - OTHER ADJUSTMENTS: EXPENSES NETTED WITH REVENUES ON FINANCIAL STATEMENTS 130,352,405. CAREOREGON INC HEALTH SHARE DIRECTOR P CURRAN SERVES AS CEO OF CAREOREGON 4692041 HEALTH SHARE PAID CAREOREGON FOR MANAGEMENT COMPANY SERVICES UNDER A CONTRACT 0 FORM 990, PART VI, SECTION A, LINE 1 THE BOARD IS COMPRISED OF AN 11 PERSON MEMBER DIRECTOR BOARD AND 9 COMMUNITY OR ELECTED MEMBERS. THE MEMBER DIRECTOR BOARD IS THE FINAL APPROVAL FOR SPECIFIC ITEMS AS LISTED IN THE ORGANIZATION'S BYLAWS (ARTICLE III, SECTION 8), AS THEY REPRESENT THOSE WHO INVESTED CAPITAL IN THE INITIAL DAYS TO START HEALTH SHARE. THERE ARE ALSO TWO SUBCOMMITTEES - QUALITY & GOVERNANCE AND FINANCE & AUDIT COMMITTEES. THESE EACH HAVE BOARD MEMBERS DELEGATED TO THEM, WITH VOTING RIGHTS REPRESENTING THE BOARD. ONCE APPROVED BY A SUBCOMMITTEE, AN ITEM WOULD GO BEFORE THE FULL BOARD, THEN TO THE MEMBER BOARD. 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, SPACE, FURNISHINGS AND SUPPLIES. HEALTH SHARE ALSO LEASES CERTAIN MANAGEMENT EMPLOYEES FROM CAREOREGON, INCLUDING THE FOLLOWING OFFICERS LISTED IN PART VII - CHIEF EXECUTIVE OFFICER, CHIEF INFORMATION OFFICER, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND CHIEF MEDICAL OFFICER. HEALTH SHARE PAID CAREOREGON $1,097,844 FOR THEIR SERVICES IN 2013. FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION'S BYLAWS WERE AMENDED TO FURTHER DEFINE THE ORGANIZATION'S PURPOSE, MEMBERSHIP, MEETINGS, BOARD OF DIRECTORS (INCLUDING VOTING RIGHTS), BOARD MEETINGS, COMMITTEES, OFFICERS AND OTHER PROVISIONS AND TO CONFORM TO THE MANDATORY REQUIREMENTS OF THE OREGON NONPROFIT CORPORATIONS ACT. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS TWO CLASSES OF MEMBERS: MEMBER DIRECTORS AND COMMUNITY OR ELECTED 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 CAREOREGON AND MOSS ADAMS, THE ORGANIZATION'S INDEPEDENT ACCOUNTING FIRM, 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 AUDIT & FINANCE 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.