Caresource Ohio Inc.

“CareSource Ohio Inc. filed amended Codes of Regulations, effective June 26, 2020 and amended Articles of Incorporation, effective July 1, 2020. Copies of the Amended Codes and Articles were submitted to the Internal Revenue Services in August of 2020. The Amended Articles of Incorporation included the following changes: (1) Changed the name of the organization to CareSource Ohio Inc., (2) Changed the business location to the "City of Dayton, County of Montgomery, Ohio.", (3) Updated the Purpose to include a provision outlining treatment of Net Proceeds from a liquidity event, (4) Updated the sole member to "CareSource" formerly known as CareSource Management Group, Co., (5) Updated the dissolution provision such that all remaining assets upon dissolution are distributed to the sole member, (6) Established the Location and (3) above as Permanent Principles, and (7) Added an Amendment provision to establish that only with sole member approval can the Articles be amended. The Amended Codes of Regulations included the following changes: (1) Established the corporate headquarters and principal place of business as the "Dayton Area", (2) Updated the number of Directors on the Board to be not less than three or more than nine, (3) Updated the Qualifications, Nominations, Vacancies and Removal provisions for Directors to be determined/dictated by the sole member, (4) Removed term limits for directors (5) Made a number of minor modifications to the Article relating to Meetings of Directors, (6) Defined roles and duties of the organization officers: Chair, President, Treasurer and Secretary, (7) Removed Article relating to Duty of the Board and duties relating to appointing trustees of other related CareSource organizations, (8) Removed Article related to Powers of Trustees (oversight of Corporate Property, Gifts, Management and Disbursements, (9) Removed Conflict of Interest policy from being directly included in the Articles (policy is kept separately), (10) Updated Dissolution provision such that all remaining assets upon dissolution are distributed to the sole member, and (11) Established the Dissolution Article as a permanent provision.”

“CareSource is the member of CareSource Ohio Inc. CareSource is a nonprofit corporation that is exempt from federal income taxation under Internal Revenue Code ("IRC") Section 501(c)(3).”

“The Form 990 was provided to the organization's Audit 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 for their review prior to the time of filing Form 990. The Form 990 was reviewed by the CEO, CFO, VP Treasury, Director Tax, Manager Tax, an outside CPA Firm, outside legal counsel, and by general counsel prior to filing Form 990 with the IRS.”

“Annually, each director, principal officer and member of a committee with Board-delegated powers ("interested person") shall sign a statement which affirms that such person has reviewed the Statement of Ethical Behavior and Conflict of Interest and Conflicts of Interest Corporate Governance Principles. 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 director has no vote on the matter involved with the conflict of interest.”

“The company's Form 1023 is available for public inspection upon request and Form 990 is available for public inspection upon request in accordance with IRC Section 6104(d). Statutory financial statements for the organization are available on the Ohio Department of Insurance's website at www.ins.ohio.gov. The company's Form 990 is 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.”

“Caresource, the sole member of caresource ohio, inc., has the authority to appoint caresource ohio, inc.'s board.”

“In early 2020, CSOH changed the payer of its provider claims payments, resulting in a reduction of the number of Forms 1099 that were reported on Form 990, Part V, Line 1A.”

“Change in net assets is inclusive of the following: (1) change in investment in subsidiary ($2,392,943) and (2) write off of advances paid to Behavioral Health providers ($4,058,495). The CareSource Foundation was a subsidiary of CareSource Ohio, Inc. for the first half of 2020. Effective July 1, 2020, CareSource became the sole member of The CareSource Foundation. This restructuring is reflected in the change in investment in subsidiary of ($2,392,943) as outlined on Form 990, Part XI, Line 9.”