2018-11-26T08:46:32-06:00 2017-12-31 990 2017-01-01 208295948 UCare Health Inc UCAR 6126766500 500 Stinson Blvd NE Minneapolis MN 55413 Beth Monsrud SVP & CFO/Treasurer 6126766500 2018-11-13 192.31.188.252 2018-11-26 08:42:42 CS P D3A006131336D2C4A5EA98C6E294D56E138DD4BD D3A006131336D2C4A5EA98C6E294D56E138DD4BD 2017 2019-02-21 02:37:17Z Mark W Traynor 500 Stinson Blvd NE Minneapolis MN 55413 9048391 0 X www,ucare.org X 2006 WI To provide comprehensive health services and care management services to our members. 15 7 0 0 0 0 0 0 1594729 8917745 25118 130646 0 0 1619847 9048391 0 0 0 0 0 0 0 0 0 -2617970 4597322 -2617970 4597322 4237817 4451069 15722154 19654512 28325892 27807181 -12603738 -8152669 X UCare Health, Inc. will improve the health of our members through innovative services and partnerships across communities. 0 1 3967562 0 8917745 UCare Health, Inc. is a non-profit service insurance corporation providing comprehensive health services designed to improve the health coverage for individuals, including those federally subsidized. As a wholly owned subsidiary of UCare Minnesota, a tax-exempt organization serving Medicaid, Medicare, and individual health exchange recipients, UCare Health, Inc. provides supporting coverage for services delivered outside the service area for an individual comprehensive health plan obtained via Minnesota's health insurance exchange. UCare Health, Inc. does not have membership in 2017 due to the closing of its Medicare Advantage products due to ongoing financial losses incurred. However after a mandated closure period, UCare Health has since been approved by CMS to begin serving Medicare enrollees again in 2019. UCare Health remains committed to providing access to quality health care n an economically advantageous, prepaid basis to the community. 3967562 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 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 0 0 1 195 0 0 0 0 0 0 0 0 X 15 7 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X Greg Marshall 6126766500 500 Stinson Blvd NE Minneapolis MN 55413 Macaran Baird MD Board Chair Thru 10/4/2017 0.20 40.40 X X 0 368488 108730 James Pacala MD Board Chair 0.20 40.40 X X 0 219936 53859 James Van Vorren MD Vice Chair 0.20 40.40 X X 0 197255 76890 Patricia Adam MD Director 0.20 40.40 X 0 197226 68662 Charity Bennett Director 0.10 0.20 X 0 10662 0 Mirella Ceja-Orozco Director 0.10 0.20 X 0 8535 0 Catherine Godlewski Director 0.20 40.40 X 0 156766 68712 John Gross Director 0.10 0.20 X 0 11179 0 P Jay Kiedrowski Director 0.10 0.20 X 0 10354 0 Teresa McCarthy MD Director 0.20 40.40 X 0 191724 54134 Bert McKasy Director 0.10 0.20 X 0 11090 0 James Miller Director 0.10 0.20 X 0 10114 0 Peter Mitsch Director 0.20 40.40 X 0 257761 62551 William Roberts MD Director 0.20 40.40 X 0 176876 79575 Lance Teachworth Director 0.10 0.20 X 0 9323 0 Michael Wootten MD Director 0.20 40.40 X 0 229953 53881 James Eppel Pres & CEO through 4/10/17 0.10 40.10 X 0 730396 53841 Mark Traynor Pres & CEO eff 4/10/17 0.10 40.10 X 0 871915 107723 Beth Monsrud SVP, CFO & Treasurer 0.10 40.10 X 0 604440 80412 Hilary Marden-Resnik Secretary & SVP Chief Administrative Officer 0.10 40.10 X 0 518245 75930 Ghitiann Worcester SVP, Public Affairs & Development 0.10 40.10 X 0 534453 64216 Lawrence Lee SVP Chief Medical Officer 0.10 40.10 X 0 392459 76849 0 5719150 1085965 0 0 1 0 0 Medicare/Medicaid Payments 524114 8917745 8917745 8917745 130646 130646 9048391 8917745 0 130646 X 26564 19875 6689 3947197 3947197 578325 578325 Taxes & Assessments 44581 44581 Licenses/Fees/Dues 655 490 165 4597322 3967562 629760 0 94686 -26533 14651234 19158880 697357 278877 522165 15722154 19654512 2285630 1807181 40262 26000000 26000000 28325892 27807181 X -12603738 -8152669 -12603738 -8152669 15722154 19654512 4451069 0 X 0 1 X 1 0 0 Surplus Note Payable to UCare Minnesota 26000000 26000000 X Part X, Line 2: UCare has elected to adopt guidance in the income tax standard regarding the recognition and measurement of uncertain tax positions. UCare follows the accounting standard for contingencies for evaulating uncertain tax positions. The adoption of this standard has no effect on UCare's Financial Statements. Ucare's tax returns are subject to review and examinatin by federal, state and local authorities. 0 0 0 0 0 0 0 0 0 Macaran Baird MD Board Chair Thru 10/4/2017 0 368148 0 0 0 340 0 83850 0 24880 0 477218 0 0 James Pacala MD Board Chair 0 219936 0 0 0 0 0 32644 0 21215 0 273795 0 0 James Van Vorren MD Vice Chair 0 196912 0 0 0 343 0 54475 0 22415 0 274145 0 0 Patricia Adam MD Director 0 196883 0 0 0 343 0 54335 0 14327 0 265888 0 0 Catherine Godlewski Director 0 156423 0 0 0 343 0 54335 0 14377 0 225478 0 0 Teresa McCarthy MD Director 0 191381 0 0 0 343 0 27900 0 26234 0 245858 0 0 Peter Mitsch Director 0 257418 0 0 0 343 0 39920 0 22631 0 320312 0 0 William Roberts MD Director 0 176533 0 0 0 343 0 53442 0 26133 0 256451 0 0 Michael Wootten MD Director 0 229610 0 0 0 343 0 33480 0 20401 0 283834 0 0 James Eppel Pres & CEO through 4/10/17 0 485457 0 247156 0 -2217 0 39384 0 14457 0 784237 0 0 Mark Traynor Pres & CEO eff 4/10/17 0 579725 0 213499 0 78691 0 92070 0 15653 0 979638 0 81978 Beth Monsrud SVP, CFO & Treasurer 0 379649 0 186691 0 38100 0 56323 0 24089 0 684852 0 44260 Hilary Marden-Resnik Secretary & SVP Chief Administrative 0 327082 0 157204 0 33959 0 51664 0 24266 0 594175 0 40268 Ghitiann Worcester SVP, Public Affairs & Development 0 335678 0 157204 0 41571 0 53704 0 10512 0 598669 0 39973 Lawrence Lee SVP Chief Medical Officer 0 340050 0 58585 0 -6176 0 54697 0 22152 0 469308 0 0 Supplemental Information The compensation for the President and CEO is determined by UCare Minnesota, the sole member. The following methods are used by UCare Minnesota when determining the President and CEO's compensation: (1) compensation committee; (2) independent compensation consultant; (3) Form 990 of other organizations; (4) written employment contract; (5) compensation survey or study; and (6) approval by the Board or Compensation Committee. Form 990, Part III, line 3 In 2017, UCare Health, Inc. no longer had active enrollment in Medicare Advantage products, however, financial results include final product close out activity related to claims liabilities and settlements with the Centers from Medicare and Medicaid Services (CMS). This closure is temporary as UCare Health, Inc. has recently been approved by CMS to introduce two new Medicare Advantage product lines with first enrollment beginning January 1, 2019. Form 990, Part VI, Section A, line 3 UCare Health, Inc. has an administrative service agreement with UCare Minnesota to provide overall management and administration of UCare Health, Inc.'s business. UCare Health, Inc.'s business, includes, but is not limited to, administrative management, financial management, provider contracting services, marketing services and public affairs services, and other tasks as may be necessary to carry out any policies related to UCare Health, Inc.'s business. UCare Health, Inc. reimburses UCare Minnesota for all costs and expenses directly and indirectly incurred and associated with the business and operation of UCare Health, Inc. Form 990, Part VI, Section A, line 6 The corporation's sole member is UCare Minnesota, a Minnesota non-profit corporation organized to operate as a health maintenance organization under Minnesota Statutes, Chapter 62D and exempt from taxation under section 501(c)(3) of the Internal Revenue Service Code. UCare Minnesota as the corporate member, has all powers and voting rights afforded by law to voting members of service insurance corporations under Wisconsin Statutes, Chapter 613 and applicable sections of Wisconsin Statutes. Form 990, Part VI, Section A, line 7a The Board of Directors consists of 15 Directors. The Directors are elected automatically by virtue of their election to the UCare Minnesota Board of Directors, unless a different Director is elected by UCare Minnesota as corporate member acting through its Board of Directors. Such different Directors need not be resident of Wisconsin, and may or may not be enrollees receiving coverage or services from the Corporation although at least 40% of the Directors shall be enrollees of the Corporation or UCare Minnesota. Form 990, Part VI, Section A, line 7b In addition to the powers set forth in Wisconsin law for members, UCare Minnesota has reserved to itself the following powers concerning the governance of the Corporation, which shall be expressed through the UCare Minnesota Board of Directors: (a) The approval of any plans of merger or consolidation by the Corporation with any foreign or domestic Corporation, voluntary dissolution of the Corporation, or any sales, lease, or transfer of all or substantially all of the Corporation's assets; (b) the approval of the grant of a security interest in all or substantially all of the Corporation's assets or the guarantee of any indebtedness before such security interest or guarantee becomes legally binding, and (c) the amendment of the articles of incorporation or bylaws. Form 990, Part VI, Section B, line 11b The 990 Form is prepared by the controller and reviewed by an independent accounting firm. UCare provides a copy and reviews the details of the completed 990 Form with the Board's Finance and Audit Committee. UCare also provides a copy of the completed 990 Form to all members of the Board of Directors via email, and the Board's on-line portal prior to the Finance and Audit Committee's report to the Board. Upon approval by the Board of Directors, the 990 Form is filed with the Internal Revenue Service. Form 990, Part VI, Section B, line 12c UCare requires completion of an annual questionnaire by its Board members, Officers, and Senior Executives, which is designed to identify potential conflicts of interest. In addition, UCare's policy requires disclosure to the Board Chair and/or CEO of a potential conflict involving a Director, Officer, or Management staff when a particular transaction arises. If the Board or designated Board Committee determines that a potential conflict exists related to a transaction requiring action by the Board, the policy calls for the Board Member with the potential conflict to abstain from voting and for a majority of the disinterested Directors to find that the transaction is fair and reasonable to the operation, and that the organization could not reasonably find a more advantageous transaction from another entity without a potential conflict. In practice, UCare seeks to manage certain business matters so that they are not subject to action by the Board or Senior Executives where a potential conflict exists. For example, the Board includes members who are enrolled in UCare's health plans, and the benefit designs and premium amounts of such plans are not brought before the Board for action. The policy also requires disclosure of potential conflicts to the Board to the designated committee even for transactions not requiring Board action. Form 990, Part VI, Section C, line 19 UCare Health, Inc. will provide governing documents,conflict of interest policy and/or Financial Statements upon request. Form 990, Part IX, line 11g Medical Services: Program service expenses 3,947,197. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,947,197. UCare Minnesota 500 Stinson Blvd NE Minneapolis MN 554132615 363573805 Not for Profit Health Maintenance Organization MN 501(c)(3) Line 10 U of MDept of Family Practice 0 U of Mn Med SchoolDept of Family Practice 516 Deleware St SE Minneapolis MN 55455 416007513 Medical Education MN 115 University of Minnesota 0 UCare Foundation 500 Stinson Blvd NE Minneapolis MN 554132615 464795214 Community-directed initiative of UCare Minnesota MN 501(c)(3) Line 12a, I UCare Minnesota 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0