2011-08-02T09:50:27-05:00 2010-12-31 990 2010-01-01 208295948 UCare Wisconsin UCAR 6126766500 500 Stinson Blvd NE Minneapolis MN 554132615 Beth Monsrud 6126763217 2011-08-01 2010 2016-02-24 21:20:13Z Beth Monsrud 500 Stinson Blvd NE Minneapolis MN 554132615 43125932 0 X www.ucare.org X 2006 WI The primary tax-exempt activity of the organization is providing either directly or through arrangements with health providers, comprehensive health services and care management services. 15 7 0 0 0 0 0 0 24519786 42123904 4602 2028 0 0 24524388 42125932 0 0 0 0 250691 284972 0 0 0 26093911 45220442 26344602 45505414 -1820214 -3379482 8564085 15781065 8647039 10243501 -82954 5537564 UCare Wisconsin will improve the health of our members through innovative services and partnerships across communities. 0 0 44854055 0 42125932 UCare Wisconsin is a non-profit service insurance corporation providing access to comprehensive health services and to care management programs designed to improve the health of our enrolled members. UCare Wisconsin is committed to serving individuals in public health care programs; its sole program activity is to provide Medicare Advantage coordinated care plan services to seniors. As of December 2010, it was serving over 5,000 Medicare beneficiaries. UCare Wisconsin is a wholly owned subsidiary of UCare Minnesota, a tax-exempt organization serving Medicaid and Medicare recipients in Minnesota. This activity is intended to further the organization's mission to improve the health of our members through innovative services and partnerships across communities. 44854055 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 0 1 673 0 1 0 0 0 0 0 0 0 0 0 0 0 X 15 7 0 1 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Greg Marshall 6126766500 500 Stinson Blvd NE Minneapolis MN 554132615 Macaran Baird MD 0.10 X 0 335904 43532 Bill Brombach 0.10 X 0 1855 0 Cathy Godlewski 0.10 X 0 154656 29644 John Harris 0.10 X 0 2000 0 Jay Kiedrowski 0.10 X 0 2400 0 Teresa McCarthy MD 0.10 X 0 126836 32348 Peter Mitsch 0.10 X 0 202587 40715 William Roberts MD 0.10 X 0 193098 35338 Mary Jeanne Schneeman 0.10 X 0 1965 0 Sharon Shonka 0.10 X 0 1800 0 James Van Vooren MD 0.10 X 0 168526 37215 Kimberly Carter 0.10 X 0 1765 0 James Miller 0.10 X 0 2020 0 Patricia Adam MD 0.10 X 0 165647 36800 Michael Wootten MD 0.10 X 0 184928 38953 Nancy Feldman 40.00 X 0 641798 99006 Mark Traynor 40.00 X 0 272055 40779 Beth A Monsrud 40.00 X 0 272888 46174 Laurie Heyer-Dean 40.00 X 0 277755 39945 Russel Kuzel MD 40.00 X 0 335572 58569 Thomas Mahowald 40.00 X 0 267854 47081 Ghitann Worcester 40.00 X 0 278636 41194 Barry Baines 40.00 X 0 288709 48994 Robert Beauchamp 40.00 X 0 187434 22795 Craig Christianson 40.00 X 0 255401 44911 Brian Eck 40.00 X 0 201080 8047 Cheryl Swenson 40.00 X 0 187027 24317 Terry Chism 40.00 X 0 241969 34263 0 5254165 850620 0 1 1 0 0 Medicare Payments 524114 36670034 36670034 Medicare member Premiu 524114 5453870 5453870 42123904 2028 2028 1000000 1000000 0 0 42125932 42125932 0 0 250940 250940 6720 6720 13872 13872 13440 13440 1460044 1020589 439455 1261 1261 32624 11745 20879 42731110 42620876 110234 727636 727636 79129 48479 30650 9660 9660 49198 49011 187 63013 63013 25114 25114 Taxes & Assessments 22729 22729 Other Misc Expenses 18924 18074 850 45505414 44854055 651359 0 -148970 326309 7643037 6385798 70678 9068958 999340 8564085 15781065 5359221 6807575 287818 435926 3000000 3000000 8647039 10243501 X -82954 5537564 -82954 5537564 8564085 15781065 X -3379482 9000000 X 0 1 1 X 0 0 Surplus Note Payable to UCare Minnesota 3000000 3000000 Description of Uncertain Tax Positions Under FIN 48: Part X: 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 evaluating uncertain tax positions. The adoption of this standard has n effect on UCare's Financial Statements. UCare's tax returns are subject to review and examination by federal, state and local authorities. The tax returns for the years 2007 to 2010 are open to review and examinations. X 1 1 X X X X X 0 0 0 0 0 1 1 0 0 Macaran Baird MD 0 333783 0 0 0 2121 0 31850 0 11682 0 379436 0 393805 Cathy Godlewski 0 153217 0 0 0 1439 0 20025 0 9619 0 184300 0 203997 Teresa McCarthy MD 0 124642 0 0 0 2194 0 16550 0 15798 0 159184 0 164493 Peter Mitsch 0 199676 0 0 0 2911 0 24917 0 15798 0 243302 0 235994 William Roberts MD 0 191000 0 0 0 2098 0 24161 0 11177 0 228436 0 221269 James Van Vooren MD 0 166067 0 0 0 2459 0 21417 0 15798 0 205741 0 202205 Patricia Adam MD 0 163991 0 0 0 1656 0 21002 0 15798 0 202447 0 192155 Michael Wootten MD 0 183841 0 0 0 1087 0 23155 0 15798 0 223881 0 0 Nancy Feldman 0 395494 0 166079 0 80225 0 9800 0 89206 0 740804 0 658027 Mark Traynor 0 199136 0 48121 0 24798 0 9800 0 30979 0 312834 0 298693 Beth A Monsrud 0 197080 0 50131 0 25677 0 7850 0 38324 0 319062 0 289072 Laurie Heyer-Dean 0 197261 0 47637 0 32857 0 9800 0 30145 0 317700 0 302372 Russel Kuzel MD 0 281539 0 10000 0 44033 0 5423 0 53146 0 394141 0 0 Thomas Mahowald 0 198802 0 48040 0 21012 0 9742 0 37339 0 314935 0 307308 Ghitann Worcester 0 197182 0 50124 0 31330 0 9747 0 31447 0 319830 0 298877 Barry Baines 0 213189 0 62627 0 12893 0 9800 0 39194 0 337703 0 394392 Robert Beauchamp 0 159657 0 27777 0 0 0 5623 0 17172 0 210229 0 153678 Craig Christianson 0 168888 0 49500 0 37013 0 9113 0 35798 0 300312 0 341308 Brian Eck 0 176995 0 24085 0 0 0 6032 0 2015 0 209127 0 218666 Cheryl Swenson 0 178402 0 8625 0 0 0 7481 0 16836 0 211344 0 237188 Terry Chism 0 158148 0 50144 0 33677 0 8543 0 25720 0 276232 0 300727 Part I, Line 6 Incentive compensation is not available unless the organization and UCare Minnesota, its parent have consolidated net positive earnings. Amounts paid are based on the calander year performance in relation to pre-established criteria that are not necessarily, but can be tied to net earnings. Payments are made in March following the completion of the incentive plan year. Form 990, Part VI, Section A, line 3 UCare Wisconsin (UCare) has an administrative service agreement with UCare Minnesota to provide overall management and administration of UCare Wisconsin's business. UCare Wisconsin reimburses UCare Minnesota for all costs and expenses directly and indirectly incurred and associated with the business and operation of UCare Wisconsin. Form 990, Part VI, Section A, line 6 Individuals enrolled in UCare's health plans are considered members, although they do not elect directors or have other powers. There are no classes of member or other rights. UCare Minnesota is a coprorate memeber of UCare Wisconsin, Inc. Form 990, Part VI, Section A, line 7a The corporation's sole member is UCare Minnesota, a Minnesota nonprofit 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 B, line 11 UCare provides a copy and reviews the detail of the 990 with the Finance and Audit Committee. UCare also provides a copy of the 990 to all Board of Directors members via e-mail, prior to the Finance and Audit Committee's report to the Board. Upon approval by the Board of Directors, the 990 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 surface 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 a 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 corporation, 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 or designated committee even for transactions not requiring board action. Form 990, Part VI, Section B, line 15 On an annual basis, UCare's Compensation Committee Reviews and approves the President and CEO's total cash compensation, including base pay and incentive pay. Benefits are reviewed, as described below, every three years, with the most recent review in 2010. The Compensation Committee is composed of independent members of the Board of Directors. UCare engages an independent consultant organization that specializes in advising health care organizations about executive compensation issues. The independent consultant organization conducts a comparability analysis that incorporates multiple industry surveys and compensation data for comparable positions at peer organizations. The independent consultant organization then shares the results of this comparability analysis with the Compensation Committee. After deliberation about the comparability analysis and recommendations, the Committee approves the annual cash compensation package for the President & CEO. Minutes are recorded contemporaneously to accurately document the Committee's discussions and actions, and the independent consultant organization's report is retained for recordkeeping purposes. The Compensation Committee reports its actions to the Board. The Compensation Committee also participates in the compensation process for other senior executives, including the Treasurer & Chief Finance Officer, the Secretary & General Counsel, the Chief Medical Officer, the Senior Vice President of Administration, the Senior Vice President of Operations, the Senior Vice President of Public Affairs & Marketing, and the Senior Vice President of Product Management. The process for determining compensation for these positions follows a compensation philosophy approved by the Board of Directors. Every three years, an independent consultant organization conducts a comparability analysis for these positions, focusing on total compensation data including base, pay, incentive pay, and benefits for comparable positions at peer organizations. The President and CEO's position is also included in this comparability analysis. The most recent 3-year analysis occurred in 2010. The Compensation Committee receives and discusses the analysis and recommendations with the independent consultant organization, and provides input for the President & CEO in determining cash compensation for the officers and senior executives. All changes in the benefit structure are approved by the Committee. The Committee's discussion and input are reflected in contemporaneous documentation, and a copy of the independent consultant organization's report is retained. Form 990, Part VI, Section C, line 19 UCare will provide year-end financial statements, governing documents and Conflict of Interest Policy upon request. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Contributed Capital from UCare Minnesota 9,000,000. Total to Form 990, Part XI, Line 5: 9,000,000. UCare Minnesota 500 Stinson Blvd NE Minneapolis MN 554132615 363573805 Not for Profit Health Maintenance Organization MN 501(c)(3) Pub Support Sched A N/A 0 Univ of Minn Medical SchoolDept of Family Practice 516 Deleware St SE Box 381 Minneapolis MN 55455 416007513 Medical Eduction MN 115 0 0 0 1 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0 UCare Minnesota - Direct expense reimbursement O 8726618 Actual Cost UCare Minnesota - Reimburse management services L 1371410 Actual Cost UCare Minnesota - Contributed Capital C 9000000 Actual Cost