2022-11-14T11:04:12-06:00 2021-12-31 135565207 KPMG LLP 90 S 7TH ST STE 4200 MINNEAPOLIS MN 55402 990 2021-01-01 010571840 MEDICA HOLDING COMPANY MEDI 9529922058 401 CARLSON PARKWAY CP 330 MINNETONKA MN 55305 MARY QUIST INTERM CFO 9529922058 2022-11-11 1 MARY QUIST 999009999 MONROE J GIERL P01413237 6123055000 2022-11-11 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z MARY QUIST 401 CARLSON PARKWAY CP 330 MINNETONKA MN 55305 25184 0 X WWW.MEDICA.COM X 2002 MN TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. 11 10 0 0 0 0 0 0 0 0 481640 25184 0 0 481640 25184 0 0 0 0 0 0 0 0 0 97375 128481 97375 128481 384265 -103297 396466769 521450691 0 0 396466769 521450691 TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. 0 0 0 0 0 MEDICA HOLDING COMPANY IS THE HOLDING COMPANY FOR ALL OF THE MEDICA ENTITIES. THE GOAL OF MEDICA IS TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS, OUR EMPLOYEES. 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 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 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 X 11 10 0 1 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 0 0 0 MN X MARY QUIST 9529922058 401 CARLSON PARKWAY CP 330 MINNETONKA MN 55305 X JOHN W NAYLOR PRESIDENT & CEO 0.00 40.00 X X 0 2863360 43901 RAJESH AGGARWAL DIRECTOR 0.00 10.00 X 0 97875 0 BRIGID BONNER DIRECTOR 0.00 10.00 X 0 79875 0 JOHN BUCK DIRECTOR & CHAIR 0.00 15.00 X X 0 140500 0 PETER KELLY DIRECTOR 0.00 10.00 X 0 88875 0 SAMUEL LEON DIRECTOR 0.00 10.00 X 0 82375 0 EARL STRATTON DIRECTOR 0.00 10.00 X 0 113750 0 JOHN STANOCH DIRECTOR & VICE CHAIR 0.00 10.00 X X 0 103750 0 ESTHER TOMLJANOVICH DIRECTOR 0.00 6.00 X 0 77250 0 MARY TWINEM DIRECTOR 0.00 10.00 X 0 95375 0 GAYE ADAMS-MASSEY DIRECTOR 0.00 10.00 X 0 70500 0 MARK L BAIRD SVP & CFO 0.00 40.00 X 0 1288249 46819 DAVID H ELLENBOGEN SVP SEC & GENERAL COUNSEL 0.00 40.00 X 0 683704 90914 JAMES P JACOBSON SVP SEC & GENERAL COUNSEL 0.00 0.00 X 0 467502 13265 0 6252940 194899 0 1 1 0 0 25184 25184 25184 0 0 25184 128481 128481 128481 0 128481 0 0 0 21760139 37502109 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 62022620 77022620 311854620 157716528 0 0 0 0 829390 249209434 396466769 521450691 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 396466769 521450691 396466769 521450691 396466769 521450691 X -103297 125087219 X 0 1 X 1 0 0 SHORT TERM INVESTMENTS 157716528 F 157716528 OTHER INVESTED ASSETS 1969561 INVESTMENT INTEREST RECEIVABLE 132030 OTHER RECEIVABLE 14093491 INVESTMENT IN SUBSIDIARIES 232752369 INTERCOMPANY ACCOUNT 261983 249209434 X PART X, LINE 2: THE COMPANY RECOGNIZES TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE TAX BENEFITS RECOGNIZED IN THE FINANCIAL STATEMENTS FROM SUCH A POSITION ARE MEASURED BASED ON THE LARGEST BENEFIT THAT HAS A GREATER THAN 50% LIKELIHOOD OF BEING REALIZED UPON ULTIMATE SETTLEMENT. X X X X X 0 1 0 0 0 1 1 0 0 JOHN W NAYLOR PRESIDENT & CEO 0 1043892 0 1597510 0 221958 0 20012 0 23889 0 2907261 0 212924 MARK L BAIRD SVP & CFO 0 489477 0 693738 0 105034 0 22275 0 24544 0 1335068 0 92356 DAVID H ELLENBOGEN SVP SEC & GENERAL COUNSEL 0 509159 0 120133 0 54412 0 66025 0 24889 0 774618 0 51000 JAMES P JACOBSON SVP SEC & GENERAL COUNSEL 0 36473 0 397600 0 33429 0 11400 0 1865 0 480767 0 6631 PART I, LINE 3 MEDICA HOLDING COMPANY, THE FILING ORGANIZATION, DOES NOT PAY COMPENSATION. ALL COMPENSATION IS PAID 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 4B THE FOLLOWING RECEIVED A SUPPLEMENT NONQUALIFIED RETIREMENT PLAN PAYMENT FROM MEDICA HEALTH PLANS, A RELATED ORGANIZATION: MARK L. BAIRD - $92,356 JOHN W. NAYLOR - $212,924 DAVID H. ELLENBOGEN - $51,000 JAMES P. JACOBSON - $6,631 PART I, LINE 6 MANAGEMENT INCENTIVE COMPENSATION INCLUDES COMPONENTS RELATED TO THE ORGANIZATION'S OPERATING EARNINGS. PART II, COLUMN (F): SCHEDULE J, PART II, COLUMN (F), COMPENSATION IN COLUMN (B) REPORTED AS DEFERRED IN PRIOR FORM 990: COLUMN (F) INCLUDES AMOUNTS VESTED IN THE CURRENT YEAR, WHICH WERE PREVIOUSLY REPORTED IN COLUMN (C) OF PRIOR YEARS' 990'S, AS RETIREMENT AND DEFERRED COMPENSATION. FORM 990, PART VI, SECTION A, LINE 3 MEDICA HOLDING COMPANY HAS ENTERED INTO AN ADMINISTRATIVE SERVICE AGREEMENT WITH MEDICA SERVICES COMPANY (MSC), A RELATED EXEMPT ORGANIZATION. THROUGH THIS AGREEMENT, MSC LEASES ITS EMPLOYEES AND PROVIDES VARIOUS MANAGEMENT/ADMINISTRATIVE SERVICES TO MEDICA HOLDING COMPANY AND MEDICA HOLDING COMPANY PAYS FOR SUCH SERVICES THROUGHOUT THE YEAR. FORM 990, PART VI, SECTION B, LINE 11B MEDICA'S TAX ADVISORS COMPLETE THE RETURN, FINANCE STAFF REVIEWS 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 HEALTH 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 MEDICA HOLDING COMPANY DOES NOT HAVE ANY EMPLOYEES. ALL COMPENSATION IS PAID BY A RELATED ORGANIZATION, WHICH USES THE FOLLOWING PROCESS TO DETERMINE COMPENSATION. THE PERSONNEL AND COMPENSATION COMMITTEE, AS DESCRIBED IN THE CHARTER, REVIEWS AND OBTAINS THE BOARD'S APPROAL FOR TOTAL COMPENSATION FOR THE PRESIDENT/CEO. THE COMMITTEE ALSO REVIEWS AND APPROVES TOTAL COMPENSATION RECOMMENDATIONS MADE BY THE CEO FOR THE EXECUTIVE AND SENIOR VICE PRESIDENTS, AND REVIEWS ALL OFFICER COMPENSATION AND ANNUAL PERFORMANCE GOALS APPROVED BY THE CEO. THE COMMITTEE REVIEWS AND MAKES RECOMMENDATIONS TO THE BOARD REGARDING OFFICER AND NON-OFFICER COMPENSATION GUIDELINES FOR MEDICA AND ITS SUBSIDIARIES, PERIODICALLY REVIEWING MARKET DATA TO ASSESS MEDICA'S COMPETITIVE POSITION. OUTSIDE THE CHARTER, THE PERSONNEL AND COMPENSATION COMMITTEE WORKS WITH AN OUTSIDE CONSULTANT TO REVIEW MARKET DATA THAT AIDS IN SETTING THE COMPENSATION FOR THE OFFICERS AND KEY EMPLOYEES. 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 STATEMENT WITH THE REGULATORS. MEDICA CONSIDERS FINANCIAL STATEMENTS THAT ARE FILED WITH THE REGULATORS TO BE PUBLIC DOCUMENTS. FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART VII, SECTION B, LINE 1: CERTAIN INDIVIDUALS REPORTED ON FORM 990, PART VII SPLIT THEIR TIME BETWEEN SEVERAL OF THE MEDICA ENTITIES (MEDICA HEALTH PLANS, MEDICA COMMUNITY HEALTH PLAN, MEDICA HOLDING COMPANY, MEDICA FOUNDATION, MEDICA SELF-INSURED, MEDICA AFFILIATED SERVICES, MEDICA HEALTH MANAGEMENT, MMSI, INC, MEDICA SERVICES COMPANY, MEDICA REGIONAL INSURANCE COMPANY, AND MEDICA INSURANCE COMPANY). THE AVERAGE HOURS PER WEEK REPORTED IN PART VII ARE THE TOTAL HOURS PER WEEK FOR ALL MEDICA ORGANIZATIONS. FORM 990, PART XI, LINE 9: TRANSFER TO MMSI -50,000,000. TRANSFER TO MSC -40,000,000. TRANSFER FROM MIC 215,000,000. INVESTMENT IN SUBSIDIARY 87,219. MEDICA HEALTH PLANS 401 CARLSON PARKWAY MINNETONKA MN 55305 411242261 HEALTH COVERAGE MN 501(C)(4) N/A MHC 1 MEDICA FOUNDATION 401 CARLSON PARKWAY MINNETONKA MN 55305 411812461 FOUNDATION MN 501(C)(3) LINE 12B MHC 1 MEDICA COMMUNITY HEALTH PLAN 401 CARLSON PARKWAY MINNETONKA MN 55305 411843804 HEALTH COVERAGE MN 501(C)(4) N/A MHC 1 SSM HEALTH PLAN INC 10101 WOODFIELD LANE ST LOUIS MO 63132 831979548 HEALTH INSURANCE MO 501(C)(4) N/A MFCJVN 0 MS COMMUNITY NFP JV LLC (MFCJVN) 401 CARLSON PARKWAY MINNETONKA MN 55305 873268926 HOLDING COMPANY MN MHC RELATED 5114402 0 0 0.55000 MEDICA SERVICES COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 852902940 ADMIN. SERVICES MN MAS C 0 DEAN HEALTH SERVICES COMPANY LLC 1277 DEMING WAY MADISON WI 53717 842933639 ADMIN. SERVICES WI MSCJV 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 MEDICA REGIONAL INSURANCE COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 854111612 HEALTH INSURANCE MN MAS C 0 MEDICA INSURANCE COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 411490988 HEALTH INSURANCE MN MAS C 0 MEDICA HEALTH MANAGEMENT 401 CARLSON PARKWAY MINNETONKA MN 55305 208005519 HEALTH MANAGEMENT MN MAS C 0 MEDICA AFFILIATED SERVICES (MAS) 401 CARLSON PARKWAY MINNETONKA MN 55305 411716415 HOLDING COMPANY MN MHC C 1 MS COMMUNITY JV LLC (MSCJV) 401 CARLSON PARKWAY MINNETONKA MN 55305 873240022 HOLDING COMPANY MN MHC C 0 MEDICA SELF-INSURED 401 CARLSON PARKWAY MINNETONKA MN 55305 411479417 THIRD PARTY ADMIN MN MAS C 0 MMSI INC 401 CARLSON PARKWAY MINNETONKA MN 55305 411547003 THIRD PARTY ADMIN MN MAS C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 MMSI INC R 50000000 CASH MEDICA SERVICES COMPANY LLC R 40000000 CASH MEDICA INSURANCE COMPANY S 215000000 CASH