2023-11-08T15:27:27-06:00 2022-12-31 135565207 KPMG LLP 90 S 7TH ST STE 4200 MINNEAPOLIS MN 55402 990 2022-01-01 831979548 SSM HEALTH PLAN SSMH 3149947800 10101 WOODFIELD LANE ST LOUIS MO 63132 RANDY RUPLINGER TREASURER 3149947800 2023-10-23 1 RANDY RUPLINGER 999009999 0 HOLLY MOEN P01800653 6123055000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z WELLFIRST HEALTH DAVID DOCHERTY 10101 WOODFIELD LANE ST LOUIS MO 63132 13270557 0 X WWW.SSMHEALTH.COM X 2018 MO TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. 10 10 0 5 0 0 0 0 9174081 13178845 -38236 91712 0 0 9135845 13270557 0 0 0 0 4714973 4462913 0 0 0 11049804 13125363 15764777 17588276 -6628932 -4317719 8646843 9724325 2507890 3065715 6138953 6658610 TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. 0 0 11708234 0 13178845 SSM HEALTH PLAN WILL OPERATE A HEALTH MAINTENANCE ORGANIZATION(HMO). THE HMO OFFERS MEDICARE ADVANTAGE PRODUCT IN MO AND IL AND INDIVIDUAL PRODUCT IN IL. 11708234 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 10 10 0 0 0 0 1 1 1 1 0 0 0 0 1 1 1 1 1 0 0 0 X DEAN SUTTON 6088274301 1277 DEMING WAY MADISON WI 53717 X DAVID DOCHERTY DHP PRESIDENT & MKT LEADER 1.00 40.00 X X 0 756855 17850 MARY P QUIST SVP FIN & CORP CONTROLLER 0.00 40.00 X X 0 663642 55294 JOHN W NAYLOR PRESIDENT & CEO 0.00 40.00 X X 0 2835957 44105 DAVID H ELLENBOGEN SVP SEC & GENERAL COUNSEL 0.00 40.00 X X 0 735741 99633 DAVID WEBSTER CHIEF CLINIC & PROV STRAT OFF 0.00 40.00 X 0 1201328 141229 KAREN DENISE REWERTS VP OF FINANCIAL OPERATIONS 1.00 50.00 X 0 805590 262109 TIMOTHY ALLEN JOHNSON VP - MEDICAL GROUP OPERATIONS 1.00 40.00 X 0 686907 268404 RANDALL J COMBS CFO 1.00 40.00 X 0 1879739 971053 MATTHEW NAMMACK KINSELLA REGIONAL CP FINANCE - WI 1.00 40.00 X 0 571367 199440 MARK L BAIRD SVP & CFO 0.00 40.00 X X 0 1039962 27542 RANDY RUPLINGER SVP FP&A & DHP CFO 1.00 40.00 X 0 563326 45107 DEAN SUTTON VP & DEPUTY GEN COUNSEL 1.00 40.00 X 0 334274 13929 0 12074688 2145695 0 0 1 0 0 PREMIUM REVENUE 524114 13178845 13178845 13178845 91712 91712 13270557 13178845 0 91712 X 3616307 3616307 80346 80346 514343 514343 251917 251917 2370 2370 4789 4789 50248 50248 7113 7113 38268 38268 11103559 10626003 477556 540856 540856 247884 247884 225494 225494 94315 94315 33332 33332 5862 5862 807 807 43300 43300 20422 20422 OTHER EXPENSES 434178 406190 27988 TAXES 164234 4625 159609 LICENSES 73079 73079 BOOKS/SUBSCRIPTIONS 35253 35253 17588276 11708234 5880042 0 5801789 8367836 0 71136 0 0 0 224188 0 0 0 0 0 0 0 0 0 0 0 0 0 0 939909 924804 0 0 0 0 0 0 1905145 136361 8646843 9724325 1828422 2229194 0 0 92132 98405 0 0 0 0 0 0 0 0 0 0 587336 738116 2507890 3065715 X 0 0 0 0 6138953 6658610 6138953 6658610 8646843 9724325 X -4317719 4837376 X 0 1 X 1 0 0 DUE TO AFFILIATES 678289 OTHER ACCRUED EXPENSES 59827 738116 X 13232289 0 13232289 38268 38268 13270557 17550008 0 17550008 38268 38268 17588276 PART X, LINE 2: SSM HEALTH PLAN'S FINANCIAL INFORMATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF A RELATED ORGANIZATION, MS COMMUNITY NFP JV, LLC (MSJV). MSJV EVALUATES ITS UNCERTAIN TAX POSITIONS ON AN ANNUAL BASIS. A TAX BENEFIT FROM AN UNCERTAIN TAX POSITION MAY BE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTIONS OF ANY RELATED APPEALS OR LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS. THERE HAVE BEEN NO UNCERTAIN TAX POSITIONS RECORDED IN 2022 OR 2021. 0 1 0 0 0 1 1 0 0 JOHN W NAYLOR PRESIDENT & CEO 0 1064714 0 1511877 0 259366 0 19605 0 24500 0 2880062 0 250332 RANDALL J COMBS CFO 0 1144254 0 475226 0 260259 0 938234 0 32819 0 2850792 0 475226 DAVID WEBSTER CHIEF CLINIC & PROV STRAT OFF 0 448209 0 475026 0 278093 0 109666 0 31563 0 1342557 0 272815 KAREN DENISE REWERTS VP OF FINANCIAL OPERATIONS 0 589253 0 159192 0 57145 0 231797 0 30312 0 1067699 0 211135 MARK L BAIRD SVP & CFO 0 336343 0 548698 0 154921 0 12200 0 15342 0 1067504 0 84354 TIMOTHY ALLEN JOHNSON VP - MEDICAL GROUP OPERATIONS 0 524379 0 160818 0 1710 0 234817 0 33587 0 955311 0 160818 DAVID H ELLENBOGEN SVP SEC & GENERAL COUNSEL 0 395550 0 261312 0 78879 0 74554 0 25079 0 835374 0 75880 DAVID DOCHERTY DHP PRESIDENT & MKT LEADER 0 748120 0 0 0 8735 0 17850 0 0 0 774705 0 0 MATTHEW NAMMACK KINSELLA REGIONAL CP FINANCE - WI 0 395809 0 165836 0 9722 0 163175 0 36265 0 770807 0 108201 MARY P QUIST SVP FIN & CORP CONTROLLER 0 329723 0 268265 0 65654 0 23638 0 31656 0 718936 0 58551 RANDY RUPLINGER SVP FP&A & DHP CFO 0 554440 0 0 0 8886 0 17842 0 27265 0 608433 0 0 DEAN SUTTON VP & DEPUTY GEN COUNSEL 0 325178 0 406 0 8690 0 8502 0 5427 0 348203 0 0 PART I, LINE 3 THE CEO IS COMPENSATED BY MEDICA SERVICES COMPANY, A RELATED ORGANIZATION. WHEN ESTABLISHING COMPENSATION MEDICA SERVICES COMPANY USES A COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORM 990 OF OTHER ORGANIZATIONS, COMPENSATION SURVEY/STUDY, AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART I, LINE 6 MANAGEMENT INCENTIVE COMPENSATION INCLUDES COMPONENTS RELATED TO THE ORGANIZATION'S OPERATING EARNINGS. PART-I LINE-4B THE FOLLOWING RECEIVED A SUPPLEMENT NONQUALIFIED RETIREMENT PLAN PAYMENT FROM MEDICA SERVICES COMPANY, A RELATED ORGANIZATION: MARY P. QUIST - $58,551 MARK L. BAIRD - $84,354 JOHN W. NAYLOR - $250,332 DAVID H. ELLENBOGEN - $75,880 DAVID WEBSTER - $272,815 KAREN DENISE REWERTS - $211,135 TIMOTHY ALLEN JOHNSON - $160,818 RANDALL J. COMBS - $475,226 MATTHEW NAMMACK KINSELLA - $108,201 FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF THE CORPORATION IS MS COMMUNITY NFP JV, LLC, A DELAWARE LIMITED LIABILITY COMPANY. BOTH SSM HEALTH PLAN AND MS COMMUNITY NFP JV, LLC ARE PART OF THE INTEGRATED HEALTH CARE SYSTEM KNOWN AS MEDICA HEALTH. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER HAS THE POWER TO APPOINT ADDITIONAL, SUCCESSOR OR REPLACEMENT MEMBERS AND APPOINT AND REMOVE DIRECTORS OF THE CORPORATION. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER HAS THE FOLLOWING POWERS: A. TO ESTABLISH AND CHANGE THE MISSION, PHILOSOPHY AND VALUES OF THE CORPORATION; B.TO APPROVE ADDITIONAL, SUCCESSOR OR REPLACEMENT MEMBERS; C. TO APPOINT AND REMOVE THE DIRECTORS; D. TO APPOINT AND REMOVE THE PRESIDENT AND OTHER OFFICERS OF THE CORPORATION AND THE CHIEF EXECUTIVE OFFICER OF ANY OPERATING DIVISION OF THE CORPORATION; E. TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE CORPORATION AS PROVIDED THEREIN; F. TO APPROVE AMENDMENTS TO THE BYLAWS OF THE CORPORATION; G. TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF THE CORPORATION; H. TO APPROVE THE FORMATION OF A CONTROLLED SUBSIDIARY OR A REMOTELY CONTROLLED SUBSIDIARY; I. TO APPROVE THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; J. TO APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; K. TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY THE CORPORATION OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY; L. TO ESTABLISH CENTRALIZED EMPLOYEE BENEFIT, INSURANCE, INVESTMENT, FINANCING, CORPORATE RESPONSIBILITY, PERFORMANCE ASSESSMENT AND IMPROVEMENT AND OTHER OPERATIONAL AND SUPPORT PROGRAMS; TO REQUIRE THE PARTICIPATION OF THE CORPORATION IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF THE CORPORATION IN CONNECTION WITH SUCH PROGRAMS; M. TO APPROVE THE ANNUAL BUDGET AND STRATEGIC, FINANCIAL AND HUMAN RESOURCES PLAN OF THE CORPORATION; N. TO APPOINT THE AUDITOR AND CORPORATE COUNSEL FOR THE CORPORATION; O. TO AUTHORIZE AND APPROVE THE BORROWING OF MONEY AND ENTERING INTO FINANCIAL GUARANTIES BY THE CORPORATION, INCLUDING ACTIONS RELATING TO THE FORMATION, JOINING, OPERATION, WITHDRAWAL FROM AND TERMINATION OF A CREDIT GROUP OR AN OBLIGATED GROUP AND THE GRANTING OF SECURITY INTERESTS IN THE PROPERTY OF THE CORPORATION; P. TO REQUIRE THE CORPORATION TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO THE MEMBER OR TO ANY OTHER ENTITY EXEMPT FROM FEDERAL INCOME TAX AS AN ORGANIZATION DESCRIBED IN 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW, WHICH IS CONTROLLED BY THE MEMBER, TO THE EXTENT NECESSARY TO ACCOMPLISH THE MISSION, GOALS AND OBJECTIVES OF THE MEMBER AS DETERMINED BY THE MEMBER; Q. TO APPROVE THE TRANSFER OF ASSETS BY THE CORPORATION TO ANY ENTITY OTHER THAN THE MEMBER, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF THE CORPORATION WHICH WILL NOT REQUIRE MEMBER APPROVAL; AND R. TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO THE MEMBER WITH RESPECT TO THE CORPORATION ARE TO BE INCLUDED IN THE GOVERNING DOCUMENTS OF ANY CONTROLLED SUBSIDIARY, REMOTELY CONTROLLED SUBSIDIARY OR NON-CONTROLLED SUBSIDIARY AND EXERCISED WITH RESPECT TO ANY CONTROLLED SUBSIDIARY, ANY REMOTELY CONTROLLED SUBSIDIARY OR ANY NON-CONTROLLED SUBSIDIARY; S. TO APPROVE ANY FINANCIAL STATEMENTS FOR ANY FISCAL YEAR, CHANGE THE FISCAL YEAR OF THE CORPORATION OR CHANGE THE BASIS OF THE CORPORATION'S ACCOUNTING POLICIES, OTHER THAN AS REQUIRED BY GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AS APPLICABLE; T. TO ENTER INTO, EXTEND, RENEW OR MODIFY ANY MATERIAL CONTRACT OR MAKE ANY CAPITAL EXPENDITURE WHICH INVOLVES PAYMENTS EXCEEDING $500,000, OTHER THAN CONTRACTS OR TRANSACTIONS INCLUDED IN THE ANNUAL BUDGET OR AN APPROVED VARIANCE THEREFROM; U. TO EXECUTE OR OTHERWISE ENTER INTO ANY EMPLOYMENT AGREEMENT, HIRE OR FIRE (WITH OR WITHOUT CAUSE) OR SET OR AMEND THE COMPENSATION LEVEL OF ANY OFFICER OF THE CORPORATION OR OTHER SIMILARLY COMPENSATED PERSON; V. TO FILE ANY CLAIM OR LAWSUIT AGAINST ANY PERSON EXCEPT WHERE THE AMOUNT CLAIMED IS LESS THAN $500,000 OR SETTLE ANY CLAIM OR LAWSUIT OR RELEASE ANY DEBT OWED THE CORPORATION EXCEPT WHERE THE AMOUNT IS LESS THAN $500,000; W. TO CONFESS A JUDGMENT AGAINST THE CORPORATION OR ALLOW A JUDGMENT BY DEFAULT TO BE RENDERED AGAINST THE CORPORATION WITHOUT ENGAGING LEGAL COUNSEL TO PROVIDE THE CORPORATION WITH AN OPPORTUNITY TO DEFEND AGAINST SUCH JUDGMENT; X. TO PAY THE DEBTS OF ANY OTHER PERSON (OTHER THAN INTER-COMPANY TRANSFERS OF MONEY AMONG THE CORPORATION AND ITS COMMONLY CONTROLLED AFFILIATES), FURNISH ANY SURETYSHIP OR GUARANTEE FOR THE OBLIGATIONS OF ANY THIRD PARTY OR INDEMNIFY ANY PERSON EXCEPT AS SPECIFICALLY PROVIDED IN THESE BYLAWS; OR Y. TO CHANGE THE NAME OF THE CORPORATION OR ANY BRAND NAMES USED BY THE CORPORATION Z. UPDATING THE MEMBER OF SHP TO MS COMMUNITY NFP JV, LLC; AA. CHANGES TO RESERVE POWERS OF THE MEMBER; AND AB. UPDATING DIRECTOR NUMBERS AND TERM LENGTH. FORM 990, PART VI, SECTION A, LINE 8B THERE ARE NO COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B MEDICA'S TAX ADVISORS COMPLETE THE RETURN, MEDICA'S FINANCE STAFF REVIEW THE RETURN BEFORE IT IS SIGNED BY THE CFO. A COPY WILL BE PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY ALL EMPLOYEES OF MEDICA SERVICES COMPANY AND DIRECTORS OF ALL MEDICA ENTITIES COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND ARE REQUIRED TO REVIEW THE CURRENT POLICY. ALL POTENTIAL CONFLICTS ARE REVIEWED BY LEGAL/COMPLIANCE. FORM 990, PART VI, SECTION B, LINE 15 A RELATED ORGANIZATION UTILIZED THE FOLLOWING TO DETERMINE COMPENSATION: (1) INDEPENDENT COMPENSATION CONSULTANT; (2) COMPENSATION SURVEY OR STUDY; (3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 MEDICA DOES NOT CONSIDER ITS CONFLICT-OF-INTEREST POLICY TO BE A CONFIDENTIAL OR PROPRIETARY DOCUMENT. THEREFORE, MEDICA WOULD MAKE THIS POLICY AVAILABLE TO ANYONE WHO REQUESTS IT. CERTAIN MEDICA ENTITIES ARE REQUIRED TO FILE ANNUAL FINANCIAL STATEMENTS WITH THE REGULATORS. MEDICA CONSIDERS FINANCIAL STATEMENTS THAT ARE FILED WITH THE REGULATORS TO BE PUBLIC DOCUMENTS. ARTICLES AND BYLAWS, CONFLICT OF INTEREST POLICY, AND FORM 990S ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, SECTION B, LINE 1: CERTAIN INDIVIDUALS REPORTED ON FORM 990, PART VII SPLIT THEIR TIME BETWEEN ALL ENTITIES UNDER MEDICA HOLDING COMPANY. THE AVERAGE HOURS PER WEEK REPORTED IN PART VII ARE THE TOTAL HOURS PER WEEK FOR ALL MEDICA ORGANIZATIONS. FORM 990, PART IX, LINE 11G OTHER PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 10,626,003. MANAGEMENT AND GENERAL EXPENSES 477,556. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 11,103,559. FORM 990, PART XI, LINE 9: CHANGE IN NONADMITTED ASSETS -162,624. PAID-IN CAPITAL 5,000,000. MEDICA FOUNDATION 401 CARLSON PARKWAY MINNETONKA MN 55305 411812461 FOUNDATION MN 501(C)(3) LINE 12B MHC 0 MEDICA COMMUNITY HEALTH PLAN 401 CARLSON PARKWAY MINNETONKA MN 55305 411843804 HEALTH COVERAGE MN 501(C)(4) N/A MHC 0 MEDICA HOLDING COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 010571840 HOLDING COMPANY MN 501(C)(4) N/A N/A 0 MEDICA HEALTH PLANS 401 CARLSON PARKWAY MINNETONKA MN 55305 411242261 HEALTH COVERAGE MN 501(C)(4) N/A MHC 0 MS COMMUNITY NFP JV (MFCJVN) LLC 401 CARLSON PARKWAY MINNETONKA MN 55305 873268926 HOLDING COMPANY MN MHC 0 0 0 MEDICA INSURANCE COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 411490988 HEALTH INSURANCE MN MAS C 0 MEDICA SELF-INSURED 401 CARLSON PARKWAY MINNETONKA MN 55305 411479417 THIRD PARTY ADMIN MN MAS C 0 MEDICA AFFILIATED SERVICES (MAS) 401 CARLSON PARKWAY MINNETONKA MN 55305 411716415 HOLDING COMPANY MN MHC C 0 MEDICA HEALTH MANAGEMENT 401 CARLSON PARKWAY MINNETONKA MN 55305 208005519 HEALTH MANAGEMENT MN MAS C 0 MMSI INC 401 CARLSON PARKWAY MINNETONKA MN 55305 411547003 HEALTH INSURANCE MN MAS C 0 MEDICA SERVICES COMPANY LLC 401 CARLSON PARKWAY MINNETONKA MN 55305 852902940 ADMIN SERVICES MN MAS C 0 DEAN HEALTH PLAN INC 1277 DEMING WAY MADISON WI 53717 391535024 HEALTH INSURANCE WI DHI C 0 DEAN HEALTH INSURANCE INC (DHI) PO BOX 56099 MADISON WI 53705 391830837 HEALTH INSURANCE WI MSCJV C 0 SSM HEALTH INSURANCE COMPANY 10101 WOODFIELD LANE ST LOUIS MO 63132 834718249 HEALTH INSURANCE MO MSCJV C 0 DEAN HEALTH SERVICES COMPANY LLC 1277 DEMING WAY MADISON WI 53717 842933639 ADMIN SERVICES WI MSCJV C 0 MS COMMUNITY JV LLC (MSCJV) 401 CARLSON PARKWAY MINNETONKA MN 55305 873240022 HOLDING COMPANY MN MHC C 0 MEDICA REGIONAL INSURANCE COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 854111612 HEALTH INSURANCE MN MAS C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 1