2017-11-07T12:04:11-06:00 2016-12-31 990 2016-01-01 208295948 UCare Health Inc UCAR 6126766500 500 Stinson Blvd NE Minneapolis MN 55413 Beth Monsrud SVP & CFO/Treasurer 6126766500 2017-11-02 192.31.188.252 2017-11-07 11:58:58 CS P 96BC5637564A7949694375C8E3BA3A57F149EC0A 9441BAE2D6CDDD596F7D6C51223BC651677B384C 2016 2017-02-10 21:41:12Z Mark W Traynor 500 Stinson Blvd NE Minneapolis MN 55413 1619847 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 55815808 1594729 2653 25118 0 0 55818461 1619847 0 0 0 0 104614 0 0 0 0 65020236 -2617970 65124850 -2617970 -9306389 4237817 23072960 15722154 39914515 28325892 -16841555 -12603738 X UCare Health, Inc. will improve the health of our members through innovative services and partnerships across communities. 0 1 -3077285 0 1594729 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 2016 due to the closing of its Medicare Advantage products due to ongoing financial losses incurred. However, UCare Health remained committed to its Medicare enrollees through the transition to new coverage by providing special customer service and provider support to ensure members needs were met. -3077285 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 1 438 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 0.20 40.40 X X 0 364302 107646 James Van Vooren MD Vice Chair 0.20 40.40 X X 0 195344 76823 Patricia Adam MD Director 0.20 40.40 X 0 185501 72481 Charity Bennett Director 0.10 0.20 X 0 3393 0 Mirella Ceja-Orozco Director 0.10 0.20 X 0 4008 0 Catherine Godlewski Director 0.20 40.40 X 0 172205 36550 John Gross Director 0.10 0.20 X 0 8501 0 P Jay Kiedrowski Director 0.10 0.20 X 0 11407 0 Teresa McCarthy MD Director 0.20 40.40 X 0 194607 53767 Bert McKasy Director 0.10 0.20 X 0 12466 0 James Miller Director 0.10 0.20 X 0 9164 0 Peter Mitsch Director 0.20 40.40 X 0 254582 61225 William Roberts MD Director 0.20 40.40 X 0 177998 78822 Sharon Shonka Former Director Aug-16 0.10 0.20 X 0 6198 0 Lance Teachworth Director 0.10 0.20 X 0 7075 0 Michael Wootten MD Director 0.20 40.40 X 0 229844 53609 James Eppel Jr President & Chief Executive Officer 0.10 40.10 X 0 813573 113309 Mark Traynor Secretary/SVP & General Counsel 0.10 40.10 X 0 407644 60620 Beth Monsrud Treasurer/SVP & CFO 0.10 40.10 X 0 462830 69117 Russel Kuzel Chief Medical Officer Thru Mar-16 0.10 40.10 X 0 177159 27944 Hilary Marden-Resnik SVP & Chief Administrative Officer 0.10 40.10 X 0 385617 59468 Ghitann Worcester SVP Public Affairs & Development 0.10 40.10 X 0 398866 58232 Lawrence Lee MD Chief Medical Officer 0.10 40.10 X 0 224866 47153 0 4707150 976766 0 0 1 0 0 Medicare/Medicaid Payments 524114 1592892 1592892 Medicare Member Premiums 524114 1837 1837 1594729 25118 25118 1619847 1594729 0 25118 X -3083295 -3083295 440745 440745 Taxes & Assessments 18429 18429 Bad Debt Expense 5751 5751 0 Licenses/Fees/Dues 400 259 141 -2617970 -3077285 459315 0 225021 94686 13732117 14651234 1115822 697357 8000000 278877 23072960 15722154 12707458 2285630 33635 40262 27173422 26000000 39914515 28325892 X -16841555 -12603738 -16841555 -12603738 23072960 15722154 4237817 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 0 363972 0 0 0 330 0 83075 0 24571 0 471948 0 0 James Van Vooren MD Vice Chair 0 195001 0 0 0 343 0 54087 0 22736 0 272167 0 0 Patricia Adam MD Director 0 185158 0 0 0 343 0 52087 0 20394 0 257982 0 0 Catherine Godlewski Director 0 171862 0 0 0 343 0 26251 0 10299 0 208755 0 0 Teresa McCarthy MD Director 0 194264 0 0 0 343 0 27900 0 25867 0 248374 0 0 Peter Mitsch Director 0 254239 0 0 0 343 0 39137 0 22088 0 315807 0 0 William Roberts MD Director 0 177655 0 0 0 343 0 53005 0 25817 0 256820 0 0 Michael Wootten MD Director 0 229501 0 0 0 343 0 33480 0 20129 0 283453 0 0 James Eppel Jr President & Chief Executive Officer 0 711853 0 105000 0 -3280 0 99752 0 13557 0 926882 0 0 Mark Traynor Secretary/SVP & General Counsel 0 314305 0 61433 0 31906 0 51628 0 8992 0 468264 0 35278 Beth Monsrud Treasurer/SVP & CFO 0 371283 0 55956 0 35591 0 56322 0 12795 0 531947 0 41610 Russel Kuzel Chief Medical Officer Thru Mar-16 0 120684 0 56475 0 0 0 18606 0 9338 0 205103 0 27945 Hilary Marden-Resnik SVP & Chief Administrative Officer 0 309304 0 46704 0 29609 0 50179 0 9289 0 445085 0 34986 Ghitann Worcester SVP Public Affairs & Development 0 314562 0 46534 0 37770 0 51628 0 6604 0 457098 0 36188 Lawrence Lee MD Chief Medical Officer 0 228876 0 0 0 -4010 0 36290 0 10863 0 272019 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 UCare Health, Inc. management reviewed its plan options in consideration with the 2016 Medicare bid and concluded due to significant losses, the financial viability of continuing to offer Medicare Advantage products in 2016 and 2017 was not feasible. As a result, the remaining Medicare Advantage product offerings were closed effective January 1, 2016. UCare Health, Inc. no longer has enrollment in the Medicare Advantage products, however, there is continued activity from prior years in 2016 for provider claims run out on incurred but not reported claim liability and preliminary settlements with CMS on a number of subsidy programs between CMS and UCare Health, Inc. that will be finalized in 2018. 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 18 UCare Health, Inc.'s Form 990 is available upon request. Form 990, Part VI, Section C, line 19 UCare will provide governing documents,Conflict of Interest Policy and/or Financial Statements upon request. Form 990, Part IX, line 11g Incurred Medical Costs reduced by change in estimates for runout: Program service expenses -2,979,473. Management and general expenses 0. Fundraising expenses 0. Total expenses -2,979,473. Other Purchased Services: Program service expenses 75. Management and general expenses 0. Fundraising expenses 0. Total expenses 75. Broker Commissions: Program service expenses 135. Management and general expenses 0. Fundraising expenses 0. Total expenses 135. Outsourced Services: Program service expenses -104,032. Management and general expenses 0. Fundraising expenses 0. Total expenses -104,032. 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