2020-11-12T10:39:58-06:00 2019-12-31 KPMG LLP 4200 Wells Fargo Ctr 90 S 7th Minneapolis MN 55402 990 2019-01-01 411242261 Medica Health Plans % MARY QUIST MEDI 9529922058 401 CARLSON PARKWAY CP 330 MINNETONKA MN 55305 MARK L BAIRD CFO 9529922058 2020-11-10 true Monroe J Gierl P01413237 6123055000 2020-11-09 199.206.0.5 41438720203175000002 2020-11-12 P D62D24C6D336028470863B0825818D0C3237C4FC EA4B65EE71D42BE71D1FFD4325509DD549A18899 2019 2021-04-22 16:20:28Z JOHN NAYLOR 401 CARLSON PARKWAY CP 330 MINNETONKA MN 55305 3024954920 false X WWW.MEDICA.COM X 1973 MN TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. 6 5 1924 0 0 0 0 0 1027855012 1368689814 10573754 13427894 1465647 1031333 1039894413 1383149041 3218589 5204141 660745339 978161317 190686046 210210913 0 0 0 142885207 139731248 997535181 1333307619 42359232 49841422 539695899 587940014 246628684 241326859 293067215 346613155 X TO BE THE TRUSTED HEALTH PLAN OF CHOICE FOR CUSTOMERS, MEMBERS, PARTNERS AND OUR EMPLOYEES. false false 664832520 737390620 SEE SCHEDULE O. 378672 3942535 IN 2019 MHP PROVIDED FULLY INSURED COMMERCIAL HMO HEALTH INSURANCE COVERAGE TO GROUPS AND INDIVIDUALS IN MINNESOTA. AS OF 12/31/2019 THE ENROLLMENT IN MHP FULLY INSURED MINNESOTA GROUP PLANS WAS 353 WHICH WAS APPROXIMATELY .5% OF MHP'S TOTAL 2019 ENROLLMENT. 312950125 347858360 See Schedule O. 5204141 5204141 279498299 Intercompany Admin Agreement 5204141 5204141 279498299 983365458 false false false false false false false false false true false false false false true true 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 false true false true false true 1181 0 true 1924 true false false false false false false false false X 6 5 false false true false true true false true true false true true true true true true true true true true false MN X MARY QUIST 9529922058 401 CARLSON PARKWAY CP330 MINNETONKA MN 55305 X John Naylor PRESIDENT & CEO 40.0 0.0 X X 1977413 0 42410 Mark L Baird SVP & CFO, Treasurer 40.0 0.0 X 1036756 0 52987 Nichole L White SVP Health Services 40.0 0.0 X 698028 0 95280 James P Jacobson SVP & Gen Counsel, Secretary 40.0 0.0 X 716604 0 54361 Timothy D Thull SVP & CIO 40.0 0.0 X 703507 0 52436 Thomas H Lindquist SVP & GM Govt Programs 40.0 0.0 X 653320 0 91683 Robert Longendyke SVP & Chief Mktg Officer 40.0 0.0 X 652642 0 33333 Paul R Crowley SVP & GM CMD 40.0 0.0 X 574961 0 79363 Geoffrey J Bartsh SVP & GM IFB 40.0 0.0 X 577735 0 71578 Robert W Geyer SVP & Chief Operations Officer 40.0 0.0 X 562485 0 65269 Scott R Reid VP Growth Initiatives 40.0 0.0 X 567784 0 53163 Lori L Nelson SVP Prov Strat & Net Mgt 40.0 0.0 X 569845 0 45465 Mary P Quist VP Fin & Corp Controller 40.0 0.0 X 563050 0 51918 Lynn Altmann VP Human Resources 40.0 0.0 X 544885 0 54930 Kimberly A Branson VP Business Transformation 40.0 0.0 X 548207 0 45960 Stephen T Custis VP Chief Actuary 40.0 0.0 X 493844 0 69110 John R Mach Jr Chief Med Officer & SVP 40.0 0.0 X 469200 0 68492 Jay C McLaren VP Pub Policy & Govt Rel 40.0 0.0 X 383845 0 58653 Jana L Johnson Former SVP HLTH & Provider SRV 0.0 0.0 X 240478 0 0 Glenn E Andis Former SVP & CMO 0.0 0.0 X 156595 0 0 Kelly J Lindberg SVP & Chief Mktg & Experience 40.0 0.0 X 126051 0 7416 John Buck Director, Chair 15.0 0.0 X X 126500 0 0 John Stanoch Director, Vice Chair 10.0 0.0 X X 97250 0 0 Mary Twinem Director 10.0 0.0 X 81625 0 0 Peter Kelly Director 10.0 0.0 X 75652 0 0 Esther Tomljanovich Director 6.0 0.0 X 75250 0 0 13198262 0 1093807 436 true true false United Health Care Services Inc 9900 Bren Dr E MN008-T380 Minnetonka MN 55343 Claims Processing 57002256 Doherty Consulting Inc 418 County Road D E St Paul MN 55117 Temp Services 17339753 Change HealthCare Solutions LLC 3055 Lebanon Pike Ste 1000 Nashville TN 37214 Issues claim pymnts 3547886 OptumInsight Inc 11000 Optum Circle Eden Prairie MN 55544 Consulting Services 2070600 Aon Hewitt Health Market Ins Solut 200 East Randolph Street CHICAGO IL 60601 Consulting Services 1980561 6 0 Medicaid Revenue 524114 737390620 737390620 Group & Individual Premiums 524114 3942535 3942535 Medicare Revenue 524114 347858360 347858360 Intercompany Admin Fees 561110 279498299 279498299 1368689814 9684137 9684137 0 0 5148466 4117133 1031333 0 1031333 1031333 1641432503 1637688746 3743757 3743757 3743757 0 0 0 0 0 0 0 0 0 0 1383149041 1368689814 14459227 5204141 5204141 0 0 978161317 978161317 773000 773000 0 166635431 166635431 15585003 15585003 16852627 16852627 10364852 10364852 0 2480746 2480746 581173 581173 511377 511377 0 268236 268236 37448876 37448876 10164043 10164043 4719085 4719085 17699478 17699478 0 5706492 5706492 888950 888950 0 447157 447157 148309 148309 0 23382779 23382779 1659718 1659718 Premium Taxes 10865043 10865043 Printing & Publication 9604331 9604331 Other 13143337 13143337 MEDICA TAX PTSHP - WRITE-OFF 12118 12118 1333307619 983365458 349942161 0 21045722 33860190 121463698 38097064 0 0 33968280 57258266 0 0 0 0 0 0 0 0 0 0 122934824 43913553 81723991 79021271 254027635 352174196 0 0 0 0 0 0 27466573 27529027 539695899 587940014 206815184 239302390 0 0 39813500 2024469 0 0 0 0 0 0 0 0 0 0 0 0 246628684 241326859 X 293067215 346613155 0 0 293067215 346613155 539695899 587940014 X 49841422 11761646 -8057128 X false true X true false 18775799 18775799 67824201 12202628 55621573 19361792 15594369 3767423 16973032 16116556 856476 79021271 0 0 X 1105846080 5210139 5210139 1100635941 268236 282244864 282513100 1383149041 1050990637 196118 196118 1050794519 268236 282244864 282513100 1333307619 Sch D Part X Line 2 THE COMPANY IS GENERALLY EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(4) OF THE IRC, WITH THE EXCEPTION OF TAXES ON UNRELATED BUSINESS ACTIVITIES. THE FEDERAL UNRELATED BUSINESS INCOME TAX BENEFIT IS INCLUDED IN FEDERAL INCOME TAX BENEFIT IN THE STATUTORY STATEMENTS OF REVENUE AND EXPENSES. Sch D Part XI Line 2d OTHER ADJUSTMENTS: STATUTORY GROSS UP FOR RENTAL INCOME $5,210,139 -------------------------------------------------------------- TOTAL TO SCHEDULE D, PART XI, LINE 2D $5,210,139 Sch D Part XI Line 4b OTHER ADJUSTMENTS: INTERCOMPANY ADMIN FEES RECLASSED FROM EXPENSE $279,498,299 INTEREST EXPENSE RECLASSED AS EXPENSE $148,309 DEPRECIATION ON REAL ESTATE RECLASSED AS EXPENSE $2,598,256 -------------------------------------------------------------- TOTAL TO SCHEDULE D, PART XI, LINE 4B $282,244,864 Sch D Part XII Line 2d OTHER ADJUSTMENTS: STATUTORY GROSS UP FOR DEPRECIATION EXPENSE $(5,014,021) STATUTORY GROSS UP FOR RENTAL INCOME $5,210,139 --------------------------------------------------------------- TOTAL TO SCHEDULE D, PART XII, LINE 2D $196,118 Sch D Part XII Line 4b OTHER ADJUSTMENTS: INTEREST EXPENSE RECLASSED AS REVENUE $148,309 DEPRECIATION ON REAL ESTATE RECLASSED AS EXPENSE $2,598,256 INTERCOMPANY ADMIN FEES RECLASSED AS REVENUE $279,498,299 --------------------------------------------------------------- TOTAL TO SCHEDULE D, PART XII, LINE 4B $282,244,864 true INSTITUTE FOR CLINICAL SYSTEMS IMPROVEMENT 8009 34TH AVE S SUITE 1200 BLOOMINGTON MN 55425 411782168 501(C)(3) 204141 SUPPORT BEST PRACTICES IN MEDICAL WORLD MEDICA FOUNDATION 401 CARLSON PARKWAY MINNETONKA MN 55305 411812461 501(C)(3) 5000000 PROGRAM SUPPORT PROGRAM SUPPORT 2 Sch I Part I Line 2 MEDICA HEALTH PLANS (MHP) DONATES TO 501(C)(3) ORGANIZATIONS. MHP HAS MEETINGS TO MONITOR THE WORK BEING DONE TO SUPPORT THE MISSION OF THE GRANT RECIPIENTS. X X X X X false true false false false true true false false Jana L Johnson Former SVP HLTH & Provider SRV 0 0 75296 0 165182 0 0 0 0 0 240478 0 51379 0 Mark L Baird SVP & CFO, Treasurer 441413 0 487061 0 108282 0 25900 0 29036 0 1091692 0 80481 0 James P Jacobson SVP & Gen Counsel, Secretary 355261 0 282829 0 78514 0 25900 0 30219 0 772723 0 50257 0 Lynn Altmann VP Human Resources 303318 0 185653 0 55914 0 25900 0 30656 0 601441 0 33245 0 Geoffrey J Bartsh SVP & GM IFB 305607 0 241044 0 31084 0 46218 0 26998 0 650951 0 8406 0 Kimberly A Branson VP Business Transformation 296488 0 191516 0 60203 0 24500 0 23063 0 595770 0 36754 0 Paul R Crowley SVP & GM CMD 318696 0 230678 0 25587 0 55193 0 25820 0 655974 0 3419 0 Robert W Geyer SVP & Chief Operations Officer 370502 0 50000 0 141983 0 42746 0 24164 0 629395 0 0 0 Kelly J Lindberg SVP & Chief Mktg & Experience 54030 0 60000 0 12021 0 5142 0 2528 0 133721 0 0 0 Thomas H Lindquist SVP & GM Govt Programs 332600 0 295753 0 24967 0 65623 0 27761 0 746704 0 0 0 Robert Longendyke SVP & Chief Mktg Officer 283005 0 312140 0 57497 0 11200 0 23218 0 687060 0 30630 0 John R Mach Jr Chief Med Officer & SVP 234383 0 210783 0 24034 0 46704 0 22897 0 538801 0 0 0 Lori L Nelson SVP Prov Strat & Net Mgt 312340 0 197335 0 60170 0 17346 0 29763 0 616954 0 34360 0 Scott R Reid VP Growth Initiatives 280683 0 229360 0 57741 0 25900 0 28833 0 622517 0 34412 0 Timothy D Thull SVP & CIO 340751 0 285418 0 77338 0 25900 0 28044 0 757451 0 54234 0 Nichole L White SVP Health Services 320209 0 349223 0 28596 0 67496 0 29445 0 794969 0 0 0 Stephen T Custis VP Chief Actuary 268096 0 196799 0 28949 0 40097 0 30558 0 564499 0 6470 0 Jay C McLaren VP Pub Policy & Govt Rel 227540 0 130109 0 26196 0 31963 0 28141 0 443949 0 4344 0 Mary P Quist VP Fin & Corp Controller 289908 0 210993 0 62149 0 25900 0 27623 0 616573 0 36699 0 Glenn E Andis Former SVP & CMO 156595 0 0 0 0 0 0 0 0 0 156595 0 46103 0 John Naylor PRESIDENT & CEO 873526 0 911378 0 192509 0 20627 0 23767 0 2021807 0 164475 0 Sch J Part I Line 4b THE FOLLOWING RECEIVED PAYMENTS FROM A NON-QUALIFIED RETIREMENT PLAN: MARK L. BAIRD - $80,481 GEOFFREY J. BARTSH - $8,406 Stephen Custis - $6,470 JAMES P. JACOBSON - $50,257 ROBERT LONGENDYKE - $30,630 JOHN W. NAYLOR - $164,475 MARY P. QUIST - $36,699 SCOTT R. REID - $34,412 TIMOTHY D. THULL - $54,234 PAUL R. CROWLEY - $3,419 LORI L. NELSON - $34,360 JAY C. MCLAREN - $4,344 Lynn Altmann - $33,245 Kimberly A. Branson - $36,754 Jana L Johnson - $51,379 Glenn E. Andis - $46,103 Sch J Part I Line 6a & 6b MANAGEMENT INCENTIVE COMPENSATION INCLUDES COMPONENTS RELATED TO THE ORGANIZATIONS OPERATING EARNINGS. Sch J Part II 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 III Line 4a MEDICA HEALTH PLANS (MHP) IN 2019 PROVIDED HMO COVERAGE TO ENROLLEES IN THE STATE OF MINNESOTA'S SENIORS CARE PLUS (MSC+) AND SPECIAL NEEDS BASIC CARE PROGRAMS (SNBC). MSC+ PROVIDES MANAGED CARE FOR LOW INCOME PEOPLE IN MINNESOTA WHO ARE AGES 65 OR OLDER ON MEDICAL ASSISTANCE. SNBC PROVIDES MANAGED CARE FOR INDIVIDUALS AGES 18-64 ON MEDICAL ASSISTANCE AND ARE CERTIFIED WITH PHYSICAL, DEVELOPMENTAL OR MENTAL DISABILITIES. A TOTAL OF 15,978 MEDICA MEMBERS - 23.0% OF MHP'S TOTAL ENROLLMENT - WERE IN MINNESOTA STATE PROGRAMS AS OF 12/31/2019. THERE WERE 4,186 MINNESOTA SENIOR CARE PLUS MEMBERS AND 11,792 SPECIAL NEEDS BASIC CARE MEMBERS. MINNESOTA REQUIRES A HEALTH PLAN THAT CONTRACTS WITH THE MINNESOTA DEPARTMENT OF HUMAN SERVICES (DHS) TO PROVIDE MANAGED CARE BE LICENSED BY THE MINNESOTA DEPARTMENT OF HEALTH (MDH) AS AN HMO. MINNESOTA HEALTH CARE PROGRAMS COVER PEOPLE WHO CANNOT GET OR AFFORD HEALTH INSURANCE ELSE WHERE AND HELPS THEM PAY SOME OR ALL-MEDICAL BILLS. DHS MANAGES THE ENROLLMENT OF ENROLLEES AND ENFORCES ELIGIBILITY RULES THAT PERTAIN TO INCOME, ASSETS AND OTHER FACTORS. MEDICA'S MANAGED CARE PRODUCTS SERVE ADULTS WITH DISABILITIES, SOME CHILDREN WITH DISABILITIES, AND LOW-INCOME PEOPLE 65 OR OLDER. MANAGED CARE IS AVAILABLE FOR LOW-INCOME PEOPLE 65 OR OLDER WHO ARE ASSESSED TO REQUIRE AN INSTITUTIONAL LEVEL OF CARE. MINNESOTA DHS DETERMINES CAPITATED RATES AS A COMPONENT OF THE ANNUAL CONTRACT NEGOTIATION PROGRESS WITH MHP AND PAYS MHP A FIXED RATE PER ENROLLEE PER MONTH. MHP BEARS THE RISK FOR THE TOTAL COST OF CARE FOR THESE ENROLLEES. -IN 2019 MEDICA HEALTH PLANS MEDICAL LOSS RATIO FOR STATE OF MINNESOTA HEALTH PROGRAMS WAS 90.2%. -THE ADMINISTRATIVE COST RATIO WAS APPROXIMATELY 4.9% INCLUDING PREMIUM TAXES. Form 990 Part III Line 4c IN 2019, MHP PARTICIPATED IN MINNESOTA SENIOR HEALTH OPTIONS (MSHO), A MEDICARE-RELATED PRODUCT, IN MINNESOTA. ENROLLMENT IN THAT PRODUCT WAS 10,743 OR 15.5% OF MHP'S TOTAL ENROLLMENT. MSHO IS A PRODUCT FOR PEOPLE AGE 65 AND OLDER AND ELIGIBLE FOR BOTH MEDICARE AND MEDICAID. IN 2019, MEDICA OFFERED MEDICARE ADVANTAGE AND MEDICARE SUPPLEMENT PLANS. MEDICARE ADVANTAGE HAD ENROLLMENT OF 25,481 MEMBERS OR 36.8% OF MHP'S TOTAL ENROLLMENT. MEDICARE ADVANTAGE IS A HEALTH PLAN THAT PROVIDES ALL ENROLLEES PART A AND PART B BENEFITS. MEDICARE SUPPLEMENT HAD ENROLLMENT OF 16,780 MEMBERS OR 24.2% OF MHP'S TOTAL ENROLLMENT. MEDICARE SUPPLEMENT IS A PLAN THAT HELPS PAY SOME HEALTH CARE COSTS THAT MEDICARE DOES NOT COVER, SUCH AS COPAYMENTS, COINSURANCE, AND DEDUCTIBLES. Form 990 Part III Line 4d MEDICA HEALTH PLANS INTERCOMPANY ADMINISTRATIVE AGREEMENTS MHP HAS MANAGEMENT AGREEMENTS WITH RELATED ENTITIES TO PROVIDE ADMINISTRATIVE SERVICES. MHP IS REIMBURSED FOR THESE SERVICES MONTHLY. IN 2019, MHP WAS REIMBURSED FOR $279,498,299 IN INTERCOMPANY ADMINISTRATIVE EXPENSES, REPORTED AS REVENUE ON THE 990. CONTRIBUTIONS BY MEDICA ON BEHALF OF MEMBERS BEYOND CONTRACTED SERVICES IN 2019 MHP SPENT APPROXIMATELY $4.4 MILLION TO PROVIDE ADDITIONAL, NON-STATE PLAN SERVICES ON BEHALF OF THE FOLLOWING CATEGORIES OF MINNESOTA HEALTH CARE PROGRAMS: MSC+; MSHO; AND SNBC. NON-STATE PLAN SERVICES INCLUDED: VALUE OF WAIVED FAMILY DEDUCTIBLES; MSC+/MSHO ELDERLY WAIVER FOR NON-ELIGIBLE MEMBERS; NON-MEDICARE PART D PHARMACY COPAYMENTS; DRUGS NOT ELIGIBLE FOR REBATES; AND NON-MEDICARE VALUE OF COST-SHARING WAIVED COPAYS. OTHER COMMUNITY BENEFITS MHP PROVIDED OTHER COMMUNITY BENEFITS WITH A WIDE RANGE OF PROGRAMS AND INITIATIVES TO PROMOTE PUBLIC AND INDIVIDUAL HEALTH, REDUCE DISPARITIES IN ACCESS TO CARE, IMPROVE HEALTH CARE SYSTEM PERFORMANCE, AND HELP PROVIDE FINANCIAL ASSISTANCE TO ACCESS CARE. COLLABORATIVE EFFORTS MHP DONATES FUNDING, EMPLOYEE TIME AND OTHER RESOURCES IN SUPPORT OF MORE THAN TWO DOZEN COLLABORATIVE EFFORTS WITH LOCAL, STATE, REGIONAL AND NATIONAL ORGANIZATIONS. EXAMPLES INCLUDE: MINNESOTA COMMUNITY MEASUREMENT, WHICH PROMOTES COMMUNITY-BASED, EVIDENCE-BASED CARE, AND QUALITY COMPARISONS OF PROVIDER GROUPS AND CLINICS; INSTITUTE FOR CLINICAL SYSTEMS IMPROVEMENT, WHICH PROVIDES EVIDENCE-GRADED GUIDELINES AND ASSESSMENTS. HEALTH AND WELLNESS PROGRAMS PROVIDING COMMUNITY BENEFIT MEDICA UNDERTAKES A VARIETY OF INITIATIVES TO MAKE HEALTH CARE MORE AFFORDABLE, AVAILABLE AND EFFECTIVE. EXAMPLES INCLUDE: -IMPROVEMENTS IN RATES OF ANNUAL SCREENINGS AMONG MEMBERS FOR DISEASES SUCH AS CANCERS, HEART DISEASE AND DIABETES, PRE AND POST-BIRTH MATERNITY CARE, IMMUNIZATIONS, AND ANNUAL DENTAL VISITS. -REDUCTIONS IN MEDICALLY UNNECESSARY ER VISITS AND IN-PATIENT HOSPITAL ADMISSIONS -TYING PROVIDER REIMBURSEMENT TO IMPROVEMENTS IN CARE OUTCOMES, QUALITY AND EFFICIENCY -INCREASED PARTICIPATION IN EXERCISE. MY HEALTH REWARDS FROM MEDICA INCLUDES AN ARRAY OF ONLINE TOOLS AND RESOURCES THAT MAKE IT EASY FOR MEDICA MEMBERS TO ASSESS THEIR HEALTH STATUS, AND TO CUSTOMIZE AND FOLLOW PERSONALIZED PROGRAMS FOR A HEALTHIER LIFESTYLE AND DIET. IN 2019, THE CORE MY HEALTH REWARDS FROM MEDICA PROGRAM WAS PROVIDED AT NO ADDITIONAL CHARGE TO FULLY INSURED GROUPS. FIT CHOICES BY MEDICA PROVIDED MEDICA MEMBERS WITH (A) A $20 MONTHLY MEMBERSHIP CREDIT FOR EXERCISING AT A PARTICIPATING HEALTH CLUB TWELVE OR MORE DAYS PER MONTH AND (B) THE OPPORTUNITY FOR PERSONAL COACHING AND A PERSONALIZED NUTRITION AND FITNESS PLAN. IN 2019, FIT CHOICES BY MEDICA WAS AVAILABLE AT NO COST TO MHP'S FULLY INSURED MEMBERS. TOBACCO CESSATION COACHING MEDICA'S TOBACCO CESSATION COACHING PROGRAM IS A SELF-DIRECTED PROGRAM OFFERING A WIDE VARIETY OF TOOLS AND RESOURCES TO HELP MEMBERS QUIT TOBACCO USE. COACHING SUPPORT INCLUDES PRIVATE, CONFIDENTIAL ACCESS TO TRAINED HEALTH COACHES. THERE WAS NO COST TO MEDICA MEMBERS TO PARTICIPATE IN THE TOBACCO CESSATION COACHING PROGRAM. MEDICAL AND MENTAL HEALTH DISEASE MANAGEMENT AND PATIENT SUPPORT MEDICA IN 2019 OFFERED A PORTFOLIO OF DISEASE MANAGEMENT PROGRAMS FOR PHYSICAL AND MENTAL HEALTH, TOBACCO CESSATION, HEALTHY PREGNANCY, COMMON CHRONIC MEDICAL DISEASES, AND RARE AND COMPLEX DISEASES. THESE PROGRAMS PROVIDE EDUCATION AND RESOURCES THAT HELP SUPPORT THE MEMBERS' ABILITY TO MANAGE CHRONIC CONDITIONS. THE GOALS ARE TO IMPROVE HEALTH AND QUALITY OF LIFE, REDUCE COMPLICATIONS THROUGH EARLY INTERVENTION AND MONITORING, PROMOTE MEDICAL CARE AND COMPLIANCE WITH THE PATIENT'S PHYSICIAN-RECOMMENDED MEDICAL TREATMENT REGIMEN, AND TO IMPROVE SATISFACTION WITH HEALTH CARE SERVICES. MEDICA'S DISEASE MANAGEMENT PROGRAMS WERE PROVIDED AT NO ADDITIONAL CHARGE TO FULLY INSURED GROUPS, AND TO MINNESOTA STATE HEALTH CARE PROGRAM ENROLLEES SERVED BY MEDICA. THERE IS NO COST TO ELIGIBLE MEDICA MEMBERS. Form 990 Part VI Line 4 The Bylaw changes decouple "officers" from "vice presidents" by removing references to vice presidents and senior vice presidents in the Bylaws and by eliminating the requirement that the Board must approve the CEO's appointment of senior vice presidents and above. Under the Bylaws as revised, the Board will only approve the appointment of "officers" of the company - defined as the President and CEO, the Treasurer and CFO, the Secretary, and any other officers the Board "deems necessary for the operation and management" of the company. Under the revised Bylaws, vice presidents and senior vice presidents will no longer be presumed to be "officers" of the company (other than those noted above), unless specifically appointed by the CEO and approved by the Board. Form 990 Part VI Line 6 MEMBERS EXIST WITHIN MEDICA HEALTH PLANS AS MEMBERS COVERED UNDER REGULATED INSURANCE PLANS. Form 990 Part VI Line 7a THE MEMBERSHIP OF MEDICA HEALTH PLANS ELECTS THE CONSUMER BOARD MEMBERS. Form 990 Part VI Line 11b MEDICA'S TAX ADVISORS COMPLETE THE RETURN, MEDICA'S CONTROLLER AND FINANCE DIRECTOR 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 Line 12c ANNUALLY ALL EMPLOYEES OF MEDICA HEALTH PLANS AND DIRECTORS OF ALL MEDICA ENTITIES COMPLETE A CONFLICT OF INTEREST DISCLOSURE AND ARE REQUIRED TO REVIEW THE CONFLICT POLICY. ALL POTENTIAL CONFLICTS ARE REVIEWED BY LEGAL/COMPLIANCE. Form 990 Part VI Line 15a THE BOARD'S PERSONNEL AND COMPENSATION COMMITTEE REVIEWS AND OBTAINS THE BOARD'S APPROVAL OF THE TOTAL COMPENSATION FOR THE PRESIDENT/CEO AND REVIEWS AND APPROVES THE TOTAL COMPENSATION RECOMMENDATIONS MADE BY THE CFO FOR THE EXECUTIVE AND SENIOR VICE PRESIDENTS; REVIEWS ALL OFFICER COMPENSATION AND PERFORMANCE GOALS APPROVED BY THE CEO ANNUALLY. THE PERSONNEL AND COMPENSATION COMMITTEE ALSO REVIEWS AND RECOMMENDS TO THE BOARD, OFFICER AND NON-OFFICER COMPENSATION GUIDELINES FOR THE COMPANY AND ITS SUBSIDIARIES PERIODICALLY REVIEWING MARKET DATA TO ASSESS THE COMPANY'S COMPETITIVE POSITION. PROCESS OUTSIDE THE CHARTER: THE PERSONNEL AND COMPENSATION COMMITTEE WORKS WITH AN OUTSIDE CONSULTANT IN REVIEWING MARKET COMPETITIVE DATA THAT AIDS IN SETTING THE COMPENSATION FOR THE OFFICERS AND KEY EMPLOYEES. Form 990 Part VI 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 Line 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 RESEARCH INSTITUTE, MEDICA INSURANCE COMPANY, MEDICA SELF-INSURED, MEDICA AFFILIATED SERVICES, MEDICA HEALTH MANAGEMENT, AND MMSI, INC). 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 CHANGES IN NET ASSETS: CHANGE IN VALUE OF NONADMITTED ASSETS $(13,071,149) STAT GROSS UP FOR DEPRECIATION $5,014,021 --------------------------------------------------- TOTAL TO FORM 990, PART XI, LINE 9 $(8,057,128) MEDICA FOUNDATION 401 CARLSON PARKWAY MINNETONKA MN 55305 411812461 FOUNDATION MN 501(C)(3) Line 12B MH COMPANY false MEDICA COMMUNITY HEALTH PLAN 401 CARLSON PARKWAY MINNETONKA MN 55305 411843804 HEALTH CVRGE MN 501(C)(4) N/A MH COMPANY false MEDICA HOLDING COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 010571840 HOLDING CO MN 501(C)(4) N/A NA false MEDICA INSURANCE COMPANY 401 CARLSON PARKWAY MINNETONKA MN 55305 411490988 HEALTH INSURANCE MN MEDICA AFF C Corp false MEDICA SELF-INSURED 401 CARLSON PARKWAY MINNETONKA MN 55305 411479417 THIRD PARTY ADMIN MN MEDICA AFF C Corp false MEDICA AFFILIATED SERVICES 401 CARLSON PARKWAY MINNETONKA MN 55305 411716415 HOLDING COMPANY MN MH COMPANY C Corp false MEDICA HEALTH MANAGEMENT 401 CARLSON PARKWAY MINNETONKA MN 55305 208005519 HEALTH MGMT MN MEDICA AFF C Corp false MMSI INC 401 CARLSON PARKWAY MINNETONKA MN 55305 411547003 THIRD PARTY ADMIN MN MEDICA AFF C Corp false false true false false false false false false false false false false false true true false true true false MEDICA FOUNDATION b 5000000 BOOK