2011-11-11T09:56:17-05:00 2010-12-31 990 2010-01-01 311703368 CareSource Management Group Co CARE 9372243300 PO Box 8738 Dayton OH 454018738 L Tarlton Thomas III 2011-11-04 2010 2016-02-24 21:20:13Z Pamela B Morris Same as C above Dayton OH 45401 136438014 false X N/A X 1999 OH CareSource Management Group Co is a supporting organization to CareSource, CareSource Michigan, and CareSource Indiana, all Medicaid health maintenance organizations & 501(c)(3) not-for-profit companies. 8 6 1198 0 0 0 0 0 0 0 14461667 10001335 107763376 126436679 122225043 136438014 232882 202720 0 0 65613648 70307791 0 0 0 44261548 57591371 110108078 128101882 12116965 8336132 77982509 72831747 60124928 47176373 17857581 25655374 TO MAKE A DIFFERENCE IN THE LIVES OF UNDERSERVED PEOPLE BY IMPROVING THEIR HEALTH CARE. THE SOLE AND SPECIFIC PURPOSE FOR WHICH THE CORPORATION IS FORMED IS TO ACT FOR THE BENEFIT OF, AND TO CARRY OUT, AS A SUPPORTING ORGANIZATION, THE PURPOSES OF CARESOURCE (MEDICAID HEALTH MAINTENANCE ORGANIZATION), CARESOURCE MICHIGAN (MEDICAID HEALTH MAINTENANCE ORGANIZATION), CARESOURCE INDIANA (MEDICAID HEALTH MAINTENANCE ORGANIZATION), AND ANY OTHER CARESOURCE NOT-FOR-PROFIT, TAX-EXEMPT COMPANY WHICH OPERATES CONSISTENTLY WITH THE ABOVE NAMED NOT-FOR-PROFIT, TAX EXEMPT COMPANIES. false false 202720 202720 0 The sole and specific purpose for which the Corporation is formed is to act for the benefit of, and to carry out, as a supporting organization, the purposes of CareSource, CareSource Michigan, CareSource Indiana, and any other CareSource not-for-profit, tax-exempt Company (collectively referred to as "CareSource") which operates consistently with the above named not-for-profit tax exempt companies. This corporation shall operate as a policy-making support organization for CareSource and conduct activities consistent with such purpose, including making distributions to CareSource, in accordance with the nonprofit corporation laws of the States of Ohio, Michigan and Indiana, and Section 501(C)(3) of the Internal Revenue Code, all in furtherance and support of CareSource. The Corporation will provide oversight to the activities of CareSource and ensure that the exempt purposes of CareSource are furthered. The company's mission is to make a difference in the lives of underserved people by improving their health care. In THE SPIRIT OF CARESOURCE Management Group CO'S COMMITMENT TO its charitable purposes, ITS APPOINTED TRUSTEES AND COMMITTEE MEMBERS earn charitable credits for each 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 $42,200 WERE PAID OR Accrued IN 2010 UNDER THIS POLICY BY THE ORGANIZATION. 202720 true false false false false false false false false true false true true true 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 139 0 1198 true false false false false false false false false false false X 8 6 false false false false true true true true true false false true true true true true true true true false OH X JANET FERNANDES 9372243300 PO BOX 8738 Dayton OH 454018738 X Ellen S Leffak 1.0 X 0 0 0 Thomas G Breitenbach 1.0 X 0 0 0 J Thomas Maultsby 1.0 X 0 0 0 Karey L Witty 1.0 X 0 0 0 Allan D McLaughlin 1.0 X 0 0 0 Michael E Ervin MD 1.0 X 0 0 0 Kevin Brown 1.0 X 9000 9000 0 Pamela B Morris 60.0 X X 0 1761437 477210 Craig Thiele MD 60.0 X 0 429628 225643 Bobby Jones 60.0 X 422023 0 229173 L Tarlton Thomas III 60.0 X 0 220368 120706 Janet Grant 60.0 X 0 379402 99714 Mark Chilson 60.0 X 256539 0 116735 Sharon Williams 60.0 X 271951 0 133552 David Mezzanotte 60.0 X 232762 0 138002 James Vertino 60.0 X 218925 0 123848 Stanley Keith Tarter MD 60.0 X 255639 0 85496 James Foster MD 60.0 X 196044 0 66765 Pamela S Sedmak 0.0 X 0 215993 0 1862883 3015828 1816844 60 true true false Level 3 Communications LLC Dept 182 DENVER CO 80291 Professional 1377359 CBS Personnel Services LLC 435 Elm St Suite 300 CINCINNATI OH 45202 Professional 797924 Ernst Young LLP PITT 640382 PITTSBURGH PA 15264 Professional 597015 RMES Rieck Group LLC 5245 Wadsworth Rd DAYTON OH 45414 Professional 520967 Outcomes Health Info Solutions LLC 13010 Morris Rd Bldg 2 ALPHARETTA GA 30004 Professional 497152 31 0 0 10001335 0 10001335 0 0 0 0 0 0 0 0 0 0 0 0 MANAGEMENT FEE REVENUE 561000 125856701 125856701 INSURANCE PREMIUMS 524298 579978 579978 126436679 136438014 126436679 0 10001335 202720 202720 0 0 0 687562 687562 0 0 0 54149007 54149007 0 1929545 1929545 0 9374345 9374345 0 4167332 4167332 0 29583 29583 0 634338 634338 0 295934 295934 0 0 0 0 0 0 0 17792990 17792990 0 885094 885094 0 9327766 9327766 0 6378654 6378654 0 0 0 8123757 8123757 0 1087323 1087323 0 0 0 610971 610971 0 1141002 1141002 0 0 9167427 9167427 1367910 1367910 MEMBERSHIP & DUES 212233 212233 FILING FEES 59380 59380 ADMIN PROGRAM EXPENSES 453533 453533 BOARD EXPENSES 15943 15943 MISCELLANEOUS EXPENSES 7533 7533 128101882 202720 127899162 0 2880689 1184829 0 368280 0 0 12533734 9548013 0 0 4469693 6446344 6514907 2085504 3606053 4429403 0 0 19181176 19181176 21419792 20255042 13891372 11418660 77982509 72831747 13839999 23096318 32500000 13000000 13784929 11080055 60124928 47176373 X 17857581 25655374 17857581 25655374 77982509 72831747 X 8336132 -538339 X false true true X false X X X false false false CARESOURCE 311143265 09 true 0 CARESOURCE INDIANA INC 320121856 09 true 0 CARESOURCE MICHIGAN 383252216 09 true 0 3 0 487975 0 368031 4698516 0 2980293 1328416 0 1081079 4429403 CARESOURCE INDIANA 1571176 C CARESOURCE MANAGEMENT SERVICES 10000 C CARESOURCE 17200000 C CARESOURCE INSURANCE LLC 400000 C 19181176 CAPITAL LEASE ASSET 11408660 DEPOSITS 10000 11418660 0 CAPITAL LEASE - LONG TERM 7102037 DUE TO RELATED ENTITIES 0 CAPITAL LEASE - CURRENT 3978018 11080055 true The American National Red Cross 370 West 1st St Dayton OH 45401 530196605 501(c)(3) 10000 Haiti Earthquake Downtown Dayton Partnership 40 N Main St 1360 Dayton OH 45423 341722175 509(a)(1) 5500 Holiday Festival Greater Dayton Public Television (Think TV) 110 S Jefferson St Dayton OH 45402 310858459 509(a)(1) 10000 Womens Health Conf Rebuilding Together Dayton Inc 1056 Brown Street Dayton OH 45409 311457626 509(a)(1) 6000 Rebuild Dayton The Dayton Foundation 500 Kettering Tower Dayton OH 45423 316027287 509(a)(1) 23500 Minority Inclusion; Young Creatives Summit; Centerville Washington Foundation United Way of Greater Dayton Area 184 Salem Ave Dayton OH 45406 310536658 509(a)(1) 53100 Applause; General Support Young Mens Christian Assoc of Greater Dayton 88 Remick Blvd Springboro OH 45066 310537517 509(a)(1) 12000 Coffman Strong Kids Dayton Area Chamber of Comm Educ & Public Improve 1 Chamber Pl 5th-Main Sts Dayton OH 45402 311113395 509(a)(1) 11000 Workforce Development Dayton Contemporary Dance Guild 126 N Main St 240 Dayton OH 45407 237220259 509(a)(2) 10000 Core Campaign 43 0 Contribution Review Schedule I, Part I, Question 2 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 Schedule I, Part II In THE SPIRIT OF CARESOURCE Management Group CO'S COMMITMENT TO its charitable purposes, ITS APPOINTED TRUSTEES AND COMMITTEE MEMBERS earn charitable credits for each 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 $42,200 WERE PAID OR ACCRUED IN 2010 UNDER THIS POLICY BY THE ORGANIZATION AND ARE REPRESENTED ON SCHEDULE I IN THE FORM OF GENERAL SUPPORT CONTRIBUTIONS. X X X X X X true true false false false false true false false Pamela B Morris 0 574739 0 988634 0 198064 0 460939 0 16271 0 2238647 0 698767 Craig Thiele MD 0 310800 0 118000 0 828 0 204634 0 21009 0 655271 0 118000 Bobby Jones 307109 0 101250 0 13664 0 215278 0 13895 0 651196 0 101250 0 Janet Grant 0 207893 0 83825 0 87684 0 86899 0 12815 0 479116 0 83825 Sharon Williams 193055 0 63806 0 15090 0 118371 0 15181 0 405503 0 0 0 Mark Chilson 256029 0 0 0 510 0 116009 0 726 0 373274 0 0 0 David Mezzanotte 169402 0 58262 0 5098 0 117433 0 20569 0 370764 0 58262 0 James Vertino 171179 0 47386 0 360 0 101079 0 22769 0 342773 0 47386 0 Stanley Keith Tarter MD 220244 0 33846 0 1549 0 66199 0 19297 0 341135 0 0 0 L Tarlton Thomas III 0 169882 0 46256 0 4230 0 101844 0 18862 0 341074 0 46256 James Foster MD 150650 0 36567 0 8827 0 46959 0 19806 0 262809 0 36567 0 Pamela S Sedmak 0 0 0 0 0 215993 0 0 0 0 0 215993 0 0 Officer Compensation Schedule J, Part II The following Corporate officer, Bobby Jones; and other listed persons including Sharon Williams, Mark Chilson, Stanley Keith Tarter MD, David Mezzanotte, James Vertino and James Foster MD are current employees of CareSource Management Group Co. All compensation amounts reported on Schedule J, Part II for these individuals are paid by CareSource Management Group Co. The compensation amounts for the remaining listed persons listed on Schedule J, Part II are paid by CareSource Management Services Co, a related organization to CareSource Management Group Co. Deferred Compensation Schedule 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 a related entity, CareSource Management Services Co.: Craig Thiele MD, L Tarlton Thomas III and Janet Grant. Corporate Officer Bobby Jones and individuals Sharon Williams, Mark Chilson, David Mezzanotte, James Vertino and James Foster MD are employees of CareSource Management Group Co., and participate in a nonqualified retirement plan through CareSource Management Group Co. Amounts are accrued monthly for plan participants for both plans. The plans provide compensation to the participants after a vesting period, and funds are available to the participants after they retire or resign from the organization. The plans provide for normal terms and conditions contained in a standard nonqualified retirement plan. The following corporate officer, Pamela Morris, participated in a separate supplemental retirement plan and received payment from the plan in 2010. Payment in the amount of $579,734 is included in Part VII and Schedule J, Part II. Payments contingent on Net Earnings Schedule J, Part I, Question 6b The following listed persons listed in Form 990, Part VII, Section A, line 1a are employees of CareSource Management Services Co, a related organization to CareSource Management Group Co.: Craig Thiele MD, L Tarlton Thomas III and Janet Grant. Corporate Officer Bobby Jones and individuals Sharon Williams, Mark Chilson, David Mezzanotte, James Vertino, and James Foster MD are employees of CareSource Management Group Co. All of these individuals 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 indivual goals, the corresponding potential performance bonus, and the progress/outcomes. The performance bonus is based on the individual's calendar year regular earnings. Corporate Officer Pamela Morris is also eligible for a performance bonus as part of her compensation package. Severance Payment Schedule J, Part I, Question 4a During 2010, a severance payment in the amount of $215,993 was paid to the former CFO, Pamela S Sedmak. Form 990 Review Part VI, Section B, Question 11a The Form 990 was provided to the organization's Finance committee for their review of the return 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 and was reviewed during the course of a special board meeting prior to the time of filing the Form 990. The Form 990 was reviewed by the CFO, an outside CPA firm, outside counsel, and by general counsel prior to filing with the IRS. Conflict of Interest Policy 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 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. Compensation Review Part VI, Section B, Questions 15a and 15b 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 Independent Board members' decision and rationale are captured in minutes that are prepared and signed in a contemporaneous substantiation of the deliberation and decisional process of the Independent Board. 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. Governing Documents 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. Governing Body Members 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. Reconciliation of Net Assets Part XI, Line 5 Net Income of 501(c)(3), Tax Exempt, Disregarded Entity, CareSource Insurance LLC = $538,339 Avg Hours Per Week devoted to Related Organizations Part VII, Section A, Avg Hours per Week Devoted to Related Organizations The following listed persons split their time between all the entities of the CareSource family of companies: Pamela Morris, Craig Thiele MD, L Tarlton Thomas III, Bobby Jones, Janet Grant and Mark Chilson. The total hours worked by each listed person exceeds 60 hours per week for the combined CareSource family of companies, and as a general practice is allocated among the following entities: CareSource, 70%; CareSource Michigan, 10%; CareSource Management Group Co, 10%; The CareSource Foundation, 4%; CareSource Indiana, Inc and CareSource Illinois, 2%; CareSource Insurance LLC, 2%; and CareSource Management Services Co, 2%. The following listed persons split their time between all the entities of the CareSource family of companies: James Foster MD, David Mezzanotte, and James Vertino. The total hours worked by each listed person exceeds 60 hours per week for the combined CareSource family of companies, and as a general practice is allocated among the following entities: CareSource, 80%; CareSource Michigan, 8%; CareSource Management Group Co, 5%; The CareSource Foundation, 4%; CareSource Illinois and Indiana, Inc, 1%; CareSource Insurance LLC, 1%; and CareSource Management Services Co, 1%. Listed persons Sharon Williams and Stanley Keith Tarter MD devote primarily 100% of their time to related entity, CareSource Michigan. HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Ellen S Leffak TITLE:Chair Mar-Dec; V Chair Jan-Feb HOURS:3 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Thomas G Breitenbach TITLE:Chair Jan, Feb;Trustee Mar-Dec HOURS:1 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:J Thomas Maultsby TITLE:Trustee HOURS:4 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Karey L Witty TITLE:Trustee HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Allan D McLaughlin TITLE:Trustee HOURS:1 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Michael E Ervin MD TITLE:Trustee HOURS:1 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:Kevin Brown TITLE:Secretary/Treas/Trustee HOURS:1 CareSource Insurance LLC 100 Bank Street Suite 610 Burlington VT 05401 271368371 Captive Ins VT 538339 1403901 CSMG Co CareSource Indiana Inc PO Box 8738 Dayton OH 45401 320121856 Medicaid HMO IN 501(c)(3) 509(a)(2) NA CareSource Michigan 2900 West Road Suite 201 Lansing MI 48823 383252216 Medicaid HMO MI 501(c)(3) 509(a)(2) NA CareSource PO Box 8738 Dayton OH 45401 311143265 Medicaid HMO OH 501(c)(3) 509(a)(2) NA The CareSource Foundation PO Box 8738 Dayton OH 45401 562582561 Grant Giving OH 501(c)(3) 509(a)(3) I CareSource CareSource Illinois PO Box 8738 Dayton OH 45401 272202797 Inactive IL Not Determined NA CareSource Management Services Co PO Box 8738 Dayton OH 454018738 311703371 Adm Mgmt Svcs OH NA C Corp -20422936 9006070 1.00000 false false true false false false false false false false false false true true false false true false CareSource Management Services co Q, M, 157618 CareSource Michigan c 18000000 CareSource Michigan M, N 234488