2016-11-15T14:52:06-06:00 2015-12-31 990 2015-01-01 311703368 CareSource Management Group Co % JANET FERNANDES CARE 9735313027 PO Box 8738 Dayton OH 454018738 L TARLTON THOMAS III EVP Operations & CFO 9375313027 2016-11-11 2015 2017-02-10 21:41:12Z Pamela B Morris Same as C above Dayton OH 45401 1109356697 false X N/A X 1999 OH CareSource Management Group Co is a supporting org to the CareSource Family of Company 501(c)(3) not-for- profit organizations, and holds a 3rd party admin license in 3 states. 9 8 2948 0 0 0 0 626778675 1093934581 2552380 2638832 0 0 629331055 1096573413 80155 280989 0 0 84654320 226278692 0 0 0 477651033 785995916 562385508 1012555597 66945547 84017816 463740451 562649367 254679775 269913280 209060676 292736087 X CARESOURCE MANAGEMENT GROUP CO IS A SUPPORTING ORGANIZATION TO CARESOURCE, CARESOURCE INDIANA INC, CARESOURCE KENTUCKY CO, CARESOURCE GEORGIA CO, Caresource West Virginia Co, CareSource Life Services Co, CareSource North Carolina Co, AND ANY OTHER CARESOURCE NOT-FOR-PROFIT TAX-EXEMPT ORGANIZATION WHICH OPERATES CONSISTENTLY WITH THE ABOVE NAMED NOT-FOR-PROFIT, TAX EXEMPT ORGANIZATIONS. THE CORPORATION WILL PROVIDE STRATEGIC OVERSIGHT TO THE SUPPORTED ORGANIZATIONS TO ENSURE THAT THE EXEMPT PURPOSES OF THE SUPPORTED ORGANIZATIONS ARE FURTHERED. THE CORPORATION SHALL OPERATE AS A POLICY-MAKING SUPPORT ORGANIZATION FOR THE SUPPORTING ORGANIZATIONS AND CONDUCT ACTIVITIES CONSISTENT WITH SUCH PURPOSE. false false 1012555597 300989 1093934581 CareSource Management Group (CSMG), as a supporting organization, provides strategic oversight to CareSource, CareSource Indiana Inc., CareSource Kentucky Co, CareSource Georgia Co, CareSource West Virginia Co, CareSource Life Services Co, CareSource North Carolina Co, and The CareSource Foundation. See the attached organizational structure for the CareSource Family of Companies. In March 2012, CSMG signed a Dual Eligible Medicare/Medicaid Alliance Agreement (Alliance) with Humana, Inc., to jointly participate in state bid opportunities for Medicaid and provide coverage for people who qualify for Medicaid in the Commonwealth of Kentucky. In 2012, Humana CareSource was awarded a contract in the Commonwealth of Kentucky to serve Medicaid beneficiaries in Region 3 of the Commonwealths Medicaid program. Upon the initial contract execution date of January 1, 2013, populations served through the program included TANF, ABAD, and certain dual eligible Medicaid-Medicare members. Effective January 1, 2014, Humana and CSMG began taking enrollment in the Commonwealth of Kentucky Medicaid Expansion population, and effective July 1, 2014, expanded coverage statewide. As of December 31, 2015, there were 123,734 Medicaid members enrolled under these programs. CSMG now holds a Third Party Administrator (TPA) license in six states. CSMG provides enhanced benefits to members that are above and beyond required benefits defined by state or federal agencies. In 2015, CareSource Management Group Co paid approximately $4.7 Million to fund these enhanced benefits. In order to ensure members are able to access the most appropriate medical care, CSMG provides transportation services for office visits to their medical provider's office, ensuring that members are keeping preventive, sick, or follow up appointments. Further showing CSMG's dedication to ensuring that our most vulnerable members receive needed care, CSMG does not charge Medicaid members a copayment for pharmacy products, dental visits, vision examinations, vision hardware or non-emergent emergency department visits, even though the regulations allow for such copays. CSMG is dedicated to motivating our pregnant members to seek prenatal and postpartum care, by participating in the Organization's Babies First Member Incentive Program. Moms-to-be can receive reward cards for attending regular OB/GYN appointments while pregnant and for also attending appropriate follow-up visits after giving birth. Together, these enhanced benefits provide CSMG members additional program benefits in order to make a lasting difference in our members' lives by improving their health and well-being. In support of CSMGs commitment to its charitable purposes, some of its appointed trustees and committee members may elect to earn charitable credits for board or committee meeting attendance. At year-end, trustees and committee members designate their credits to their Internal Revenue Code Section 501(c)(3) tax exempt charity of choice. Charitable donations in the amount of $15,000 were paid or accrued in 2015 under this policy by the organization. 1012555597 true false false true false false false false false true false true true false false false true false false false false false false false false false true false true false false false false false false false false false false false false true true true false false false true 3586 0 2948 true false false false false false false false false false false X 9 8 false false false false true true false true true false false true true true true true true true true false OH X JANET FERNANDES 9375313027 PO BOX 8738 Dayton OH 454018738 X Ellen S Leffak Chair/Trustee 1.0 4.0 X 77500 0 0 Kevin Brown Secretary/Treas/Trustee 1.0 3.0 X 43750 0 0 J Thomas Maultsby Vice Chair/Trustee 1.0 5.0 X 36250 0 0 Terry G Rapoch Trustee 1.0 0.0 X 30000 0 0 Michael E Ervin MD Trustee 1.0 1.0 X 60000 0 0 Catherine Hess thru 315 Trustee 1.0 0.0 X 7500 0 0 John P Monahan Trustee 1.0 0.0 X 32500 0 0 Patricia A Martin from 315 Trustee 1.0 1.0 X 30000 0 0 Craig J Brown Trustee 1.0 1.0 X 40000 0 0 Pamela B Morris President/CEO/Trustee 20.0 40.0 X X 5908941 0 1953879 Bobby Jones Chief Operating Officer 14.0 46.0 X 1744871 0 468397 Craig Thiele MD Chief Medical Officer 14.0 46.0 X 1514932 0 385779 L Tarlton Thomas III Chief Financial Officer 25.0 35.0 X 1235678 0 405217 Mark Chilson EVP & Gen Counsel 14.0 46.0 X 1632871 0 403453 Paul Stoddard Chief Information Officer 14.0 46.0 X 1501844 0 341505 Daniel McCabe Chief Administrative Officer 40.0 20.0 X 837958 0 433758 Stephen Ringel President Ohio Market 5.0 55.0 X 784519 0 319466 Maureen Pero to 82215 VP Federal Affairs 40.0 0.0 X 818534 0 21692 James Gartner VP Pharmacy Svcs & Med Mgmt 14.0 46.0 X 604583 0 203654 Samuel T George SVP Business Partner Group 30.0 30.0 X 424018 0 248306 17366249 0 5185106 306 false true false CVS Caremark 221 N Charles Lindergh Dr SALT LAKE CITY UT 84116 Pharmacy Services 134737495 KentuckyOne Health Medical Gr CONSO PO Box 2328 LONDON KY 40743 Medical Services 74916945 Norton Hospital Inc 4001 Dutchmans Ln LOUISVILLE KY 40207 Medical Services 51620661 University of Kentucky Hospital 301 Peterson Service Blvd LEXINGTON KY 40506 Medical Services 49326730 Baptist Healthcare System Inc 4000 Kresge Way LOUISVILLE KY 40207 Medical Services 35273752 317 0 INSURANCE PREMIUMS; REINSURANCE 524298 752439763 752439763 MANAGEMENT FEES 561000 341494818 341494818 1093934581 4532351 4532351 0 0 0 0 0 11039478 54213 11044152 1739132 -4674 -1684919 -1893519 -1893519 0 0 0 0 1096573413 1093934581 2638832 280989 280989 0 0 0 17666030 17666030 0 166114003 166114003 8090784 8090784 19998399 19998399 14409476 14409476 0 1670959 1670959 486241 486241 43008 43008 0 0 75865826 75865826 6340422 6340422 25225752 25225752 18234967 18234967 0 6665348 6665348 3737831 3737831 0 1459825 1459825 713183 713183 0 17829887 17829887 1149021 1149021 MEDICAL EXPENSE 493448434 493448434 PHARMACY EXPENSE 130032021 130032021 DUES & FILING FEES 1155363 1155363 AMORTIZATION 599220 599220 1338608 1338608 1012555597 1012555597 0 0 61388861 10439435 73654249 104381206 0 0 150065632 172801299 0 0 0 0 0 0 0 0 15146674 9824894 135164534 41466199 79529467 93698335 30189232 63829125 0 0 41215333 67565334 0 0 12551003 40109739 463740451 562649367 219735887 264056926 0 0 3665072 5856354 0 0 0 0 0 0 31199996 0 0 0 78820 0 254679775 269913280 X 209060676 292736087 0 0 0 0 209060676 292736087 463740451 562649367 X 84017816 -342405 X false true X true false X X 7 CARESOURCE 311143265 9 true 0 0 CARESOURCE INDIANA INC 320121856 9 true 11600000 0 CARESOURCE KENTUCKY CO 464991603 9 false 6250000 0 CARESOURCE GEORGIA CO 472408339 9 false 4000000 0 CARESOURCE LIFE SERVICES CO 811602217 9 false 0 0 CARESOURCE WEST VIRGINIA CO 473028244 9 false 4500000 0 CARESOURCE NORTH CAROLINA CO 811593512 9 false 0 0 7 26350000 0 false true false false true false true false false false false false false false false false true false Form 990, Schedule A, Part IV, Section A, Questions 1 and 5a - Org Chart CareSource Family of Companies Organizational Chart CareSource Management Group Co (CSMG) is a supporting organization to CareSource organizations, and specifically names CareSource and CareSource Indiana, Inc. in its Articles of Incorporation. The Articles of Incorporation go on to further state the sole and specific purpose for which CSMG is formed, is to act for the benefit of, and to carry out, as a supporting organization, the purposes of CareSource, CareSource Indiana Inc, and any other not-for-profit tax exempt organization which operates consistently with the above named tax exempt organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. Although not mentioned by name, those organizations include CareSource Georgia Co and CareSource Kentucky Co (both incorporated in 2014), as well as, CareSource Life Service Co, CareSource West Virginia Co, and CareSource North Carolina Co, all of which were incorporated during 2015. Form 990, Schedule A, Part IV, Section A, Question 2 The following organizations were incorporated during 2015 as nonprofit companies, and were incorporated to support The CareSource Group's exempt purpose of serving the underserved and lessening the burden on state and federal government by serving and managing the care of the underserved and fragile populations in Medicaid and Medicare: CareSource West Virginia Co, CareSource North Carolina Co, and CareSource Life Services Co. Determination letters by the IRS have not yet been issued. All of these organizations further the exempt purpose of CSMG. Form 990, Schedule A, Part IV, Section A, Question 6 CSMG makes contributions to other Internal Revenue Code Section 501(c)(3) organizations. All organizations listed on Form 990, Schedule I, Part II further the exempt purpose of CSMG. false true false false false false true 47787 false false 47787 false false Form 990, Schedule C, Part II-B, Line 1b Staff attended functions and meetings with government officials and legislators to discuss government sponsored health care programs. Form 990, Schedule C, Part II-B, Line 1g Lobbyists are retained to provide updates and represent the Organization's interests with federal and state legislators who deal with legislation related to government sponsored health care programs. 1750000 1750000 65145176 7937430 57207746 6364584 1320368 5044216 53632844 30012014 23620830 8271930 2196387 6075543 93698335 INVEST CARESOURCE MGMT SVCS 17744158 C INVEST CARESOURCE WEST VIRGINI 4500000 C INVEST CARESOURCE 17200000 C INVEST CARESOURCE KENTUCKY CO 10250000 C INVEST CARESOURCE INDIANA INC 13871176 C INVEST CARESOURCE GEORGIA CO 4000000 C 67565334 CAPITAL LEASE ASSET 7578430 COLI ASSET 3412176 AMORTIZATION OF INTEREST 5660682 INTERCOMPANY RECEIVABLES 23458451 40109739 ASC 740 Comment The Organization annually reviews its tax positions and has determined that there are no material uncertain tax positions that require recognition in the organization's financial statements. As of this filing, tax years 2012-2014 are open for audit by the Internal Revenue Service. CSMG has been recognized by the Internal Revenue Service as a tax-exempt nonprofit corporation and a public charity under Sections 501(c)(3) and 509(a)(2), respectively, of the Internal Revenue Code, and as such, is treated as exempt from federal income taxes. true Beth Abraham Synagogue 305 Sugar Camp Cir Dayton OH 45409 310550821 509(a)(1) 8000 Women of Valor & Board Credits Downtown Dayton Partnership 10 W 2nd St 611 Dayton OH 45402 341722175 509(a)(1) 55500 River Run & Holiday Festival United Way of Greater Dayton Area 33 W 1st St Dayton OH 45402 310536658 509(a)(1) 7700 General Support Culture Works 126 N Main St Ste 210 Dayton OH 45402 237412338 509(a)(2) 7500 Campaign for the Arts The Natl Conf for Comm and Justice of Gr Dayton 14 W 1st St 401 Dayton OH 45402 342056247 509(a)(1) 5500 Friendship Dinner Young Womens Christian Association 141 W Third St Dayton OH 45402 310537168 509(a)(1) 10000 Women of Influence & VTA Philanthropy Ohio 37 W Broad St 800 Columbus OH 43215 311111842 501(c)(3) 17500 Healthcare Initiative Dayton Area Chamber of Commerce 1 Chamber Plaza Dayton OH 45402 311113395 501(c)(3) 16025 EPI Foundation The Dayton Foundation Inc 40 N Main St 500 Dayton OH 45423 316027287 501(c)(3) 25000 Bike Share Fund & more 9 0 Contribution Review The company may provide assistance to other Internal Revenue Code Tax exempt charitable organizations in the form of charitable contributions. These contributions are unrestricted funds available for use by the charitable organization for the purpose the charitable organization deems necessary. Contributions on Behalf of Board Members In support of CareSource Management Group Co's commitment to its charitable purposes, some of its appointed trustees and committee members elect to earn charitable credits for each board meeting attended. At year-end, the trustees and committee members designate their credits to their internal revenue code section 501(c)(3) tax exempt charity of choice. Charitable donations in the amount of $15,000 were paid or accrued in 2015 under this policy by the organization. X X X X X X false true false false false false true false false Pamela B Morris President/CEO/Trustee 1019059 0 731250 0 4158632 0 1941125 0 12754 0 7862820 0 4525138 0 Bobby Jones Chief Operating Officer 486827 0 196371 0 1061673 0 446768 0 21629 0 2213268 0 1084400 0 Craig Thiele MD Chief Medical Officer 373480 0 175589 0 965863 0 355192 0 30587 0 1900711 0 1019433 0 L Tarlton Thomas III Chief Financial Officer 388782 0 153120 0 693776 0 379212 0 26005 0 1640895 0 767570 0 Mark Chilson EVP & Gen Counsel 431612 0 186881 0 1014378 0 401894 0 1559 0 2036324 0 1055590 0 Paul Stoddard Chief Information Officer 327214 0 140718 0 1033912 0 315202 0 26303 0 1843349 0 1008290 0 Daniel McCabe Chief Administrative Officer 346350 0 140897 0 350711 0 406935 0 26823 0 1271716 0 487376 0 Stephen Ringel President Ohio Market 307703 0 111452 0 365364 0 296123 0 23343 0 1103985 0 336654 0 Maureen Pero to 82215 VP Federal Affairs 129357 0 94817 0 594360 0 10127 0 11565 0 840226 0 144073 0 James Gartner VP Pharmacy Svcs & Med Mgmt 256580 0 88772 0 259231 0 202276 0 1378 0 808237 0 265724 0 Samuel T George SVP Business Partner Group 254288 0 96079 0 73651 0 246922 0 1384 0 672324 0 155477 0 Form 990, Sch J, Part II Compensation amounts reported on Schedule J, Part II for all listed persons are paid by the reporting organization, CareSource Management Group Co. (CSMG). CSMG has in place Clawback provisions within its executive compensation plans that generally require executives to pay back compensation to CSMG in the event a subsequent legal, accounting, regulatory or compliance issue is discovered over which the executive had direct responsibility and control during the executive's employment. Form 990, Sch J, Part I, Question 4B The following listed persons listed on Form 990, Part VII, Section A, participate in a supplemental nonqualified retirement plan of the reporting organization: Pamela B Morris, Craig Thiele MD, Bobby Jones, L Tarlton Thomas, Paul Stoddard, Mark Chilson, Dan McCabe, Stephen Ringel, Samuel George, and James Gartner. Amounts are accrued monthly for plan participants. The plan provides compensation to the participants after a vesting period, and the funds are available to the participants after they retire or resign from the organization. The plan provides for normal terms and conditions contained in a standard nonqualified retirement plan. The following listed persons listed on Form 990, Part VII, Section A, participate in a long-term incentive plan of the reporting organization: Pamela B Morris, Craig Thiele MD, Bobby Jones, L Tarlton Thomas, Paul Stoddard, Mark Chilson, Dan McCabe, Stephen Ringel, Samuel George, and James Gartner. The plan provides compensation to the participants based on annual and long-term goals. The long-term incentive plan will pay out if these goals, or a subset of these goals, are achieved over a three year period. If a participant leaves their employment prior to this three year vesting period, they forfeit any amounts accrued under this plan. Amounts paid and accrued in 2015 for both deferred compensation arrangements include the following: Pamela B Morris $4,958,965; Craig Thiele MD $1,077,692; Bobby Jones $1,200,070; L Tarlton Thomas $824,923; Paul Stoddard $875,517; Mark Chilson $1,135,848; Dan McCabe $548,589, Stephen Ringel $257,051; Samuel George $182,635; and James Gartner $118,542. Form 990, Sch J, Part I, Question 6B The following listed persons listed on Form on Form 990, Part VII, Section A, line 1a are employees of the reporting organization: Pamela B Morris, Craig Thiele MD, Bobby Jones, L Tarlton Thomas, Paul Stoddard, Mark Chilson, Dan McCabe, Stephen Ringel, Samuel George, and James Gartner. All are eligible for a performance bonus as part of their compensation packages. The performance bonus is contingent on a combination of both company performance and individual performance against goals. The performance management process documents the company goals and individual goals, the corresponding potential performance bonus, and the progress/outcomes. The performance bonus is based on the employee's calendar year regular earnings. Form 990, Part VI, Section B, Question 11B The Form 990 was provided to the organization's Finance committee, and was reviewed during the course of a special board meeting prior to the time of filing Form 990. The Form 990 was made available to each voting member of the governing body of the organization for their review prior to the time of filing the Form 990. The Form 990 was reviewed by the CEO, CFO, VP, Treasury, an outside CPA firm, outside legal counsel, and by general counsel prior to filing with the IRS. Form 990, Part VI, Section B, Question 12C Annually, each trustee, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person a) has received a copy of the conflicts of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, and d) understands that the organization is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial or conflict of interest and must be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. An interested person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. The conflicted trustee has no vote on the matter involved with the conflict of interest. At the beginning of each Board Meeting and Committee Meeting, the Board Members and Committee Members are asked to disclose if they have a Conflict of Interest on any item contained in the agenda. In addition, the Board Members and Committee Members are also asked to inform the board if a Conflict of Interest arises during the course of the Board or Committee Meeting. When such a conflict is disclosed, then the procedure outlined above is implemented. In addition, a Conflict of Interest Schedule is kept with respect to each declared Conflict of Interest during the course of a Board or Committee meeting. On an annual basis, the Nominating and Governance Committee reviews each Conflict of Interest raised by a Board or Committee Member. Also, the Nominating and Governance Committee conducts a bi-annual evaluation of the Board Members' performance during the course of the Board Meetings and Committee Meetings. The review includes but is not limited to the Board Member's engagement, participation, contributions to board business, attendance, and any absence from a meeting due to a conflict of interest. The Conflicts of Interest declared by the Board Members are reviewed on an annual basis by the Nominating and Governance Committee to make sure all policies on Conflict of Interest are adhered to by the Boards, the Committees and the Individual Board or Committee Member. Form 990, Part VI, Section B, Q 15A and 15B; Schedule J, Part I The Executive Compensation Committee consists of Board Members who are Independent. The process used to determine compensation for the individuals listed on Part VII and Schedule J, Part II include a review by the Independent Board Members after they have received a report of comparability data prepared by an independent company surveying data for comparable organizations' reasonable compensation. The comparability data is presented to the Independent Board members in a written document in advance of the meeting and the independent comparability study is presented by the author of the study during the course of the meeting. In addition, the minutes of each meeting are prepared, distributed and signed within 30 days of the Executive Compensation Committee Meeting. The Executive Compensation Consultant does no other business with the CareSource Family of Companies other than determining the reasonableness of compensation. This compensation consultant's independence is reviewed on an annual basis. This process is followed with respect to all employed corporate officers and the top executives of the CareSource Family of Companies in order to establish reasonable executive compensation. Form 990, Part VI, Section C, Question 19 The company's Form 1023 and Form 990 are available for public inspection upon request. The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The company's articles of incorporation are available on the Ohio Secretary of State's website at www.sos.state.oh.us. Form 990, Part VI, Section A, Question 7a All Trustees of the Board of Trustees of CareSource Management Group Co are elected by the Board of Trustees of CareSource Management Group Co EXCEPT one (1) Trustee is not elected by the Board of Trustees of CareSource Management Group Co. This Trustee is elected by CareSource, a supported organization of CareSource Management Group Co. CareSource Insurance LLC 100 Bank Street Suite 610 Burlington VT 05401 271368371 Captive Ins VT 7340382 45127986 CSMG Co CareSource Reinsurance LLC 800 N Last Chance Gulch 101 Helena MT 59601 454937120 Captive Ins MT 71752242 237380617 CSMG Co CareSource Network Partners LLC PO Box 8738 Dayton OH 45401 811017455 Contracting OH 0 0 CSMG Co CareSource At Home LLC PO Box 8738 Dayton OH 45401 811025103 Home Health OH 0 1000000 CSMG Co CareSource Indiana Inc PO Box 8738 Dayton OH 45401 320121856 Medicaid HMO IN 501(c)(3) 509(a)(2) CSMG true CareSource PO Box 8738 Dayton OH 45401 311143265 Medicaid HMO OH 501(c)(3) 509(a)(2) NA false The CareSource Foundation PO Box 8738 Dayton OH 45401 562582561 Grant Giving OH 501(c)(3) 509(a)(3) I CareSource false CareSource Kentucky Co PO Box 8738 Dayton OH 45401 464991603 Exchange HMO KY 501(c)(3) 509(a)(2) CSMG true CareSource Georgia Co PO Box 8738 Dayton OH 45401 472408339 Medicaid HMO GA 501(C)(3) 509(a)(2) CSMG true CareSource West Virginia Co (12015) PO Box 8738 Dayton OH 45401 473028244 Exchange HMO WV 501(c)(3) 509(a)(2) CSMG true CareSource Life Services Co (122015) PO Box 8738 Dayton OH 45401 811602217 Life Services OH 501(c)(3) 509(a)(2) CSMG true CareSource North Carolina Co (112015) PO Box 8738 Dayton OH 45401 811593512 Medicaid HMO NC 501(c)(3) 509(a)(2) CSMG true CareSource Management Services Co PO Box 8738 Dayton OH 454018738 311703371 Adm Mgmt Svcs OH NA C Corp -14110 2878350 1.00000 true false true false false false true false false false true false false false true false true true true true CareSource Indiana Inc B, N, 11482393 Actual CareSource Kentucky Co B, N, 6198647 Actual CareSource Georgia Co B, N, 4000000 Actual CareSource West Virginia Co B, N, 4500000 Actual