Caresource Management Group Co

“As a Managed Services Organization, CareSource Management Services LLC ("CSMS") provides administrative and management services to CareSource ("CS") and its supported health plans. For federal income tax purposes, CSMS was considered a disregarded entity, as a single member LLC ("SMLLC") of CareSource Management Services Holding LLC ("CSMSH"), which is a SMLLC of CareSource Holding LLC ("CSH"), which is a SMLLC of CareSource through 11/14/2021. CareSource added the following entities to the group during 2021: (1) CareSource PASSE LLC ("CSPASSE") was organized on 4/7/2021, to become licensed as a risk-based provider organization ("RBPO") under Arkansas Code Annotated 20-77-2701, which is sometimes referred to as a Provider-owned Arkansas Shared Savings Entity or "PASSE". Arkansas requires a Provider-Led Organization to administer Medicaid. CSPASSE will begin serving Arkansas Medicaid members 1/1/2022. (2) Gem City Reinsurance LLC ("Gem City") was organized on 6/15/2021 as a Montana captive limited liability company. (3) CareSource Holding II LLC ("CSH II") was organized on 06/29/2021, as an Ohio domestic for-profit limited liability company. CSH II had no financial activity on its books as of 12/31/2021. (4) CareSource Reinsurance II LLC ("CSRE II") was organized on 9/27/2021, as a Montana captive limited liability company. CSRE II had no financial activity on its books as of 12/31/2021. (5) CareSource North Carolina Co. ("CSNC") was incorporated on 10/1/2021 as a North Carolina business corporation. CSNC had no financial activity on its books as of 12/31/2021. (6) CSMSH purchased Healthedge-Columbus Holdings LLC ("HCH"), including Columbus Organization Holdings LLC, Columbus Medical Services LLC, Columbus Educational Services LLC, and Columbus Medical Services Inc (collectively referred to as "The Columbus Organization") on 11/17/2021. The Columbus Organization is a national provider of on-site professional staffing, consulting, and continuing education services to state-operated agencies serving the intellectual and developmental disability community. (7) CareSource Kansas LLC ("CSKS") was organized on 11/3/2021 as a Kansas limited liability company. CSKS had no financial activity on its books as of 12/31/2021. (8) CareSource Tennessee Co. ("CSTN") was incorporated on 12/22/2021 as a Tennessee for-profit corporation. CSTN had no financial activity on its books as of 12/31/2021. The resulting corporate structure of The CareSource Group as of 12/31/2021 is as follows: CareSource is the sole member of CareSource Ohio Inc. ("CSOH"), CareSource Indiana Inc. ("CSIN"), CareSource Kentucky Co ("CSKY"), CareSource Georgia Co ("CSGA"), CareSource West Virginia Co ("CSWV"), CareSource Life Services Co ("CSLS"), The CareSource Foundation ("CSF"), CareSource Network Partners LLC ("CSNP"), CareSource At Home LLC ("CSAH"), CareSource Reinsurance LLC ("CSRE"), CareSource Real Estate Holdings LLC ("CSRH"), CareSource Holding LLC ("CSH"), CareSource Holding II LLC ("CSH II"), and CareSource Virginia Co ("CSVA"). CSOH, CSIN, CSKY, CSGA, CSWV, CSLS, and CSF are nonprofit, tax-exempt organizations. CSNP, CSAH, CSRE, CSRH, CSH, and CSH II are single member limited liability companies that are disregarded for federal income tax purposes. CSVA is a nonprofit corporation that is taxed as a for-profit corporation for federal income tax purposes. CSH is the sole member of CareSource Arkansas Health Plan Co ("CSAR"), a for-profit corporation. CSH owns 49% of CSPASSE and 86.9% of CSMSH. CSPASSE is treated as a C Corporation for federal income tax purposes. CSH II is the sole member of CareSource Reinsurance II LLC ("CSRE II"), a single member limited liability company that is disregarded for federal income tax purposes. Effective 11/15/2021, CSMSH became a partnership for federal income tax purposes. The activity for all single member LLCs that are disregarded for federal income tax purposes for which CSMSH is the sole member will be included on the Form”

“The form 990 was provided to the following individuals for review prior to the time of filing the form 990: the organization's audit committee, each voting member of the governing body of the organization, the ceo, cfo, vp treasury, director tax, manager tax, an outside cpa firm, outside legal counsel, and general counsel.”

“Annually, each director, principal officer and member of a committee with board-delegated powers ("interested person") shall confirm that they have received a copy of the CareSource Conflicts of Interest policy and have read, understood, and agree to comply with the policy. Interested Persons have an obligation to immediately report any Conflicts of Interest (including any relationships, positions, or circumstances that could contribute to a Conflict of Interest). All relevant information reported through the Conflict-of-Interest Policy will be sent to the Chairman of the Board for review. If the Interested Person with the Conflict of Interest is the Chairman of the Board, then the required disclosure must be provided to the Chief Legal Officer of CareSource. If it is not entirely clear whether a Conflict of Interest exists, then the person with the potential conflict must disclose the circumstances to CareSource's Chief Legal Officer. The Chief Legal Officer will consult with the Corporation's Corporate Compliance Officer or the Chairman of the Board to determine whether there exists a Conflict of Interest that is subject to this policy. Before Board action or other action by CareSource on a Transaction that involves a Conflict of Interest, an Interested Person who knows he or she has a Conflict of Interest must have disclosed to the Board all facts material to the Conflict of Interest. The Chairman of the Board may postpone Board or other corporate action on a Transaction until the Interested Person provides written information relating to the Conflict of Interest. An Interested Person who knows he or she has a Conflict of Interest must not participate in the Board's discussion of the Transaction except to disclose material facts and respond to questions. The Interested Person must not attempt to influence the Board's action on the Transaction, either at or outside the meeting. Prior to voting, the Board must be given an opportunity to discuss the Transaction without the person who has the Conflict of Interest being present. A Transaction involving a Conflict of Interest may be approved by the Board of CareSource if the material facts as to the Transaction and the Conflict of Interest are fully disclosed or known to the Board and the Board in good faith determines after reasonable investigation that (a) the Board is aware of all material facts concerning the Transaction and the Interest person's interest in the Transaction; (b) CareSource is entering into the Transaction for its own benefit; (c) the Transaction is fair and reasonable as to CareSource; and (d) CareSource could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. The Person with the Conflict of Interest must not vote on the Transaction and must not be present in the room when the vote is taken.”

“The Compensation Committee consists of Board Members who are Independent. The Compensation Committee establishes the Company's general compensation philosophy and oversees and approves the development, adoption, and implementation of compensation plans and programs for the Company's officers and executives. The Compensation Committee receives a Report of comparability data prepared by an independent compensation consultant 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. Additionally, the Minutes of each meeting are prepared, distributed, and approved at the next regularly scheduled Compensation Committee meeting. The Compensation Consultant does no other business with the CareSource Family of Companies other than determining the reasonableness of compensation and consulting on the compensation plan design. At least annually, the Compensation Committee assesses the work of the compensation consultants.”

“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). The company's Form 990 is also available on the U.S. nonprofit database website at www.guidestar.org. The Company does not make its audited financial statements available to the public. The Company's articles of incorporation are available on the Ohio Secretary of State's website at www.sos.state.oh.us.”

“For a description of the organization changes that occurred during 2021, please refer to Attachment 2, which is the response to Form 990, Part III, Line 4a.”

“In early 2020, CareSource 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: A. Capital Distribution from CS to CSH LLC $6,000,000 B. Dividend from CareSource Holding LLC to CareSource $11,473,873 C. Change in Investment in The CareSource Foundation $793,156 D. Other Comprehensive Income - Mark to Market Adjustment $833,914 E. Contribution of Net Assets upon conversion of CSMSH LLC to partnership $(109,765,218)”

“Description:consulting total fees:xxx-xx-xxxx”