2019-10-15T16:36:15-05:00 2018-12-31 990 2018-01-01 363573805 UCare Minnesota UCAR 6126766500 500 Stinson Blvd NE Minneapolis MN 55413 Beth Monsrud SVP & CFO/Treasurer 6126766500 2019-10-15 192.31.188.252 2019-10-15 16:33:30 CD P D3A006131336D2C4A5EA98C6E294D56E138DD4BD D3A006131336D2C4A5EA98C6E294D56E138DD4BD 2018 2020-03-31 21:24:44Z Mark W Traynor 500 Stinson Blvd NE Minneapolis MN 55413 3921000122 0 X www.ucare.org X 1987 MN To operate a health maintenance organization dedicated to promoting the health of the community served by making quality health care available on an economically advantageous prepaid basis 15 7 1124 2700 45776 585045 111457 0 2723972489 3419164990 23859103 27075104 746673 52547 2748689722 3446292641 5885864 4652335 0 0 78576606 96227256 0 0 0 2576934132 3304746041 2661396602 3405625632 87293120 40667009 1292763817 1343989692 631792643 677688282 660971174 666301410 X UCare will improve the health of our members through innovative services and partnerships across communities. 0 0 3297088880 0 3419164990 UCare organizes and operates a health maintenance organization (HMO) providing coordinated health care and coverage for over 400,000 individuals from the community enrolled in state government programs, federal Medicare Advantage programs, dually eligible Medicare and Medicaid programs, and MNsure marketplace plans. UCare's programs provide services to seniors, low-income families, those with physical disabilities, and other individuals who may have challenges accessing health care. UCare is dedicated to promoting the health of the community it serves and makes quality health care available on an economically advantageous, prepaid basis to that community. Our services are guided by UCare's mission which is to improve the health of our members through innovative services and partnerships across communities.In 2018, UCare's quality monitoring, program initiatives and services demonstrated many significant activities and outcomes. The highlights are outlined as follows:Statistically significant (p>0.05) clinical improvements for our members were achieved in the following Healthcare Effectiveness Data and Information Set ("HEDIS") measurements for certain state, dual eligible, and individual programs : Child Immunization, Cardio Statin Therapy, Transitions of Care, Chlamydia Screening, Adolescent Well Care, Child BMI and Counseling, Annual Dental Visit, Children's Access to PCP, Adults Access. Overall, UCare delivered high quality health care and helped members achieve improved health outcomes in Medicare and Medicaid as demonstrated by achieving HEDIS measures that were above the national 75th percentile in more than half (33% to 64%) of all measures.UCare's health improvement efforts also were reflected in 2018 by earning 4.5 stars out of 5 in the CMS Medicare Performance Assessment report for its UCare for Seniors product and 4 stars for the Minnesota Senior Health Options product. In addition, UCare retained "Excellent" accreditation status for UCare for Seniors and "Accredited" status (highest level attainable) for UCare's market place plans.UCare provided many health promotion, disease management, care management and wellness programs. These efforts not only benefit the health of enrollees, but positively affect their families and larger communities. Examples include: disease management programs for asthma, diabetes, chronic kidney disease, and congestive heart failure; falls prevention programs to improve safety of seniors; Management of Maternity Services (M.O.M.S.) programs that provide resources to enrollees and providers to improve pregnancy and post-partum health, car seat distribution and education to pregnant women and children; tobacco cessation programs and services to help members live nicotine free, and distribution of free materials on health education and proper use of urgent and emergency facilities at community forums. In addition, UCare supports member health with access to many different fitness options as well as discounts on services that are health and wellness related but may not be covered by the member's basic benefit plan, including healthy food discounts, alternative medicine and community education. UCare conducted a variety of health related educational sessions, tools and materials for members, providers, and the general public. UCare developed and delivered Medicare general education sessions across the state of Minnesota. These meetings were open to anyone in the community, especially those who will be or know someone who will be aging in to Medicare in the near future and is interested in learning about all aspects of the federal Medicare program and system. In 2018, UCare conducted 463 Medicare education classes which were attended by 2,802 individuals. For network providers to improve care delivery for all patients, UCare developed a provider tool kit and conducted a webinar series on opioid issues. UCare partnered with the Somali community to conduct culturally appropriate health education classes for community families, elders and imams regarding preventative care and chronic condition management. UCare also produced numerous newsletter articles educating both members and providers about various topics, including dental benefits, chronic condition management, new provider search tool, Medicare coverage updates and caregiving support for families. UCare provided health related screenings and services that are available at no or low cost to members and the general public. In partnership with HealthFair 11, UCare supported providing various free health related screenings, flu shots, and health educational information to the general public via the UCare Healthmobile at various community events and at the Minnesota State Fair. In 2018, UCare provided a total of 2,854 cholesterol, glucose and blood pressure screenings, as well as BMI tests at 19 different community events in the Healthmobile. Over the 12 days of the 2018 Minnesota State Fair, UCare in partnership with HealthFair 11 provided over 114,000 health related screenings, tests, flu shots or health education information. UCare's Mobile Dental Clinic (MDC), operated with the University of Minnesota's School of Dentistry, offers quality oral health care to UCare members with dental access issues. In 2018, the MDC staff performed preventive and restorative procedures for more than 1,000 members at eleven sites in Minnesota and supported dental health in the general disability community at the 2018 Minnesota Special Olympics event. UCare targeted areas of the state with limited dental access for individuals on State Public Programs. UCare health plan employees also devoted time to participate in community related collaborations and partnerships that support efforts to improve health care quality and research initiatives, advance public health and health care access, and reduce health care disparities or social determinants of health, including projects aimed at improving the cultural competence of health care delivery. Examples of organizations and collaborations with which UCare employees worked include: WellShare Community Health Worker Partnership, Institute for Clinical Systems Improvement, Minnesota Community Measurement, MN Homeless, and Parents in Community Action Head Start, Hmong American Partnership, Minnesota Health Literacy Partnership, Minnesota Public Health Association, and the Multilingual Health Resource Exchange. 4652335 4652335 0 In addition to UCare's business of providing public health care program plans that seek to improve the health of our communities, UCare's community benefit efforts go beyond our everyday commitment to members. Through UCare's community benefit program, we reach out to the larger community by:-Addressing social risk factors that may undermine the health of the community;-Strengthening the providers that serve populations with challenges accessing care; -Encouraging the wellness of families and seniors in our neighborhoods; -Supporting research, programs, and organizations that benefit health care quality and delivery;-Supporting medical education related to improving access to primary care.Through UCare's Community Benefit Program, UCare makes financial contributions to the extent funds are available for general community benefit. UCare provided funds to the University of Minnesota Medical School, Department of Family Medicine & Community Health (the Department) which supported purposes and activities of both organizations through meeting the primary care needs of the community, particularly underserved individuals and advancing community medical education. With the support of UCare funding and patients, the Department administered ten family medicine residency and fellowship programs, as well as operated four family medicine residency clinics that teach residents and other medical students and provide team based care in urban and rural underserved areas of Minnesota. The family medicine clinics also educated medical residents on evolving alternative care delivery models, including transition care management, complex care collaboration, chronic pain protocols, health care home certification and coordination with community health care workers. In addition to providing critical funding to support family medicine education, faculty participated in various community outreach efforts including at the Phillips Neighborhood Clinic, Mpls School based clinics and Northside Neighborhood Achievement Zone. Medical care was given for those experiencing homelessness including at the Bridge for Youth and at Exodus House. UCare funding was also used to support Department research activities focused on the study of health disparities, health care delivery and population health.UCare provided financial support for the UCare Foundation a community-directed initiative of UCare. Grant-making from the Foundation is focused on programs and initiatives that improve the health of underserved populations in the Twin Cities and throughout Greater Minnesota with innovative services, education, community outreach, and research. In 2018, grants provided by the Foundation using funds contributed by UCare included support for a newspaper that promotes social inclusion and legal rights of people with disabilities; a mobile grocery store that increases access to healthy, affordable food in under-resourced area and programs that provide various supports to aging seniors who are struggling to live independently in the community and experiencing social isolation. During 2018, UCare also helped many community organizations and providers delivering services, research, and programs that reach beyond UCare's membership, including efforts to strengthen the social safety net for at-risk families and seniors and advance efforts to address issues related to social determinants of health. UCare provided grants to thirteen rural Minnesota provider care systems to support the development and operation of various models, initiatives, and programs related to food insecurity, children's initiatives, mental health resources, chronic condition management, opioid use, and home based programs. Other community based organization examples include: the Courage Kenny Rehabilitation Institute as they maximize the quality of life for people of all ages and abilities by delivering comprehensive, person-centered rehabilitation; Human Rights Campaign that works to ensure basic equal rights to lesbian, bisexual, transgender and gay people; National Alliance for the Mentally Ill, a grassroots organization dedicated to building better lives for those affected by mental illness; and the Minnesota Academy of Family Physicians Research Forum which provides opportunities for family medicine researchers to share innovations in their field.Finally, UCare also encouraged employees and their families to volunteer time and financial resources in the community. UCare provides organizational support for volunteer services to education, social services, and health organizations that build capacity in local communities to improve the welfare of at-risk families and seniors. Examples of employee volunteer efforts include support for the following: Adopt-a-Family Gift Drive, Food/School Supply Drives, Jeremiah House "Cook for Kids", and Meals on Wheels, Keystone Community Services Food Shelf, and Little Brothers Friends of the Elderly. 3301741215 1 0 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 6078 0 1124 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 15 7 0 0 1 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MN X X Greg Marshall 6126766500 500 Stinson Blvd NE Minneapolis MN 55413 James Pacala MD Board Chair 0.20 40.40 X X 7500 364604 70827 James Van Vooren MD Vice Chair 0.20 40.40 X X 9500 187644 77445 Patricia Adam MD Director 0.20 40.40 X 7750 204877 72457 Charity Bennett Director 0.10 0.20 X 7750 0 0 Mirella Ceja-Orozco Director through 4/6/18 0.10 0.20 X 2166 0 0 Thomas DePhillips Director effective 8/1/18 0.20 40.40 X 3750 191804 63586 Catherine Godlewski Director through 8/1/18 0.20 40.40 X 4833 145095 32130 John Gross Director 0.10 0.20 X 8450 0 0 P Jay Kiedrowski Director 0.10 0.20 X 8750 0 0 Teresa McCarthy MD Director 0.20 40.40 X 8500 184823 48267 Bert McKasy Director 0.10 0.20 X 8750 0 0 James Miller Director through 8/31/18 0.10 0.20 X 5833 0 0 Peter Mitsch Director 0.20 40.40 X 8750 360097 77903 Patricia Nelson Director effective 10/3/19 0.10 0.20 X 2417 0 0 Robert Riskin Director effective 6/6/19 0.10 0.20 X 5083 0 0 William Roberts MD Director 0.20 40.40 X 8500 164346 79032 Lance Teachworth Director 0.10 0.20 X 7500 0 0 Michael Wootten MD Director 0.20 40.40 X 7250 214249 52169 Mark Traynor Pres & CEO 40.00 0.20 X 937779 0 134020 Beth Monsrud SVP, CFO & Treasurer 40.00 0.20 X 518671 0 81592 Daniel Santos SVP Chief Legal Officer & Secretary eff 10/1/18 40.00 0.20 X 96624 0 2103 Hilary Marden-ResnikSVP Chief Admin Officer & Secretary through 10/1/18 40.00 0.20 X 462740 0 79251 Ghitiann Worcester SVP Public Affairs & Development 40.00 0.20 X 466305 0 67496 Lawrence Lee SVP Chief Medical Officer through 7/20/18 40.00 0.20 X 310104 0 46239 Jamie Carsello VP, Chief Informatics Officer 40.00 0.00 X 323047 0 37655 David Albright VP, Chief Information Officer 40.00 0.00 X 305193 0 40469 Margaret Lindberg VP, Marketing & Product Management 40.00 0.00 X 295390 0 44386 Flynn Mary Jo VP, Compliance & Internal Audit 40.00 0.00 X 279244 0 29002 Peters Jeri VP, Chief Nursing Officer 40.00 0.00 X 274504 0 37450 4392633 2017539 1173479 192 0 1 0 OPTUMINSIGHT 12125 TECH-JACK CHICAGO IL 606895327 Chart Review, Actuarial & Consulting 10341147 PRESTON KELLY INC 222 1ST AVE MINNEAPOLIS MN 55413 Advertising Services 8227423 HEALTHEDGE SOFTWARE INC 30 CORPORATE BURLINGTON MA 01803 Software Licensing & Support 7670487 ON-DEMAND SERVICES GROUP INC PO BOX 962 BURNSVILLE MN 55337 Temporary Staffing 2899776 COMPUTEX TECHNOLOGY SOLUTIONS 2870 7TH ST N DALLAS TX 75267 Digital Supplies 2461862 114 Medicare/Medicaid Payments 524114 3114851919 3114851919 Medicare Member Premiums 524114 141381787 141381787 Individual Member Payments 524114 103283167 103283167 Federal Subsidized Premiums 524114 59793546 59793546 State Subsidized Premiums 524114 -145429 -145429 3419164990 30440155 30440155 471342430 474707481 -3365051 -3365051 -3365051 Service Revenue 561000 45776 45776 Misc Revenue 524114 6771 6771 52547 3446292641 3419164990 45776 27081875 X 4652335 4652335 3493583 3493583 70814116 57913196 12900920 3246743 2313956 932787 12419304 9149630 3269674 6253510 4897713 1355797 491833 491833 347542 70461 277081 151129 151129 708632 708632 3198980844 3180242448 18738396 17754099 17733165 20934 7013605 2055008 4958597 18584943 10785208 7799735 6421781 4457477 1964304 394019 262999 131020 594356 380041 214315 238336 238336 6283735 4745766 1537969 630090 475873 154217 UBI Taxes 122853 122853 Taxes & Assessments 42955620 42955620 Licenses/Fees/Dues 1303074 1025555 277519 Bad Debt Expense 888207 888207 881343 429255 452088 3405625632 3301741215 103884417 0 -9147484 -12081509 355820161 283813915 132786582 207916330 26000000 26000000 4214360 5610189 105199868 52955506 35300350 52244362 741828376 772901093 5961472 7585312 1292763817 1343989692 452415205 511553549 173316303 158714777 6061135 7419956 631792643 677688282 X 660971174 666301410 660971174 666301410 1292763817 1343989692 X 40667009 -20336773 -15000000 X 0 1 X 1 0 X 58095 133852 111457 0 303404 360479025 3523952199 1686189114 2723972489 3419164990 11713757817 360479025 3524010294 1686322966 2724083946 3419164990 11714061221 0 0 0 11714061221 12789444 16502641 20076242 26581338 27092600 103042265 43734 41776 85510 12789444 16502641 20076242 26625072 27134376 103127775 32380 7685 1244 351 6771 48431 373300849 3540520620 1706400452 2750709369 3446306137 11817237427 0.99130 0.99230 0.00870 0.00770 X Schedule A, Part III, Line 12, Explanation for Other Income Other misc revenue 1 1 0 0 0 0 1 445651 0 0 445651 0 Part II-B, Line 1: Track legislation, attend legislative hearings and meet with legislators to either support or oppose legislation that affects UCare's public program business on both the state and federal level. 2221498 2221498 27994655 2935746 25058909 4010036 3932200 77836 34970176 30319847 4650329 36003503 15767713 20235790 52244362 Long Term Bonds 607620093 F Mutual Funds 165281000 F 772901093 Post Retirement Benefit Option 6899462 Payable to Subsidiary 520494 7419956 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 evaluating 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 examination by federal, state, and local authorities. 1 Allina Health 2925 Chicago Avenue Minneapolis MN 55407 363261413 501(c)(3) 50000 Creating Clinic-Community Connections to Address Social Determinants of Health in Rice County CentraCare Health 1406 6th Ave N St Cloud MN 56303 411813221 501(c)(3) 99946 Chronic Opioid Management Program System-wide Implementation Hearth Connection 2446 University Ave W 150 St Paul MN 55114 411945956 501(c)(3) 50000 Develop a model of colloboration providing care for UCare members outside of the metro area with housing insecurity. Independent School District #656 710 17th St SW Faribault MN 55021 416003618 Ind School Dist #656 25000 Continued work to identify the disparities that exist for Somali residents of Faribault and focusing on the Education component of the Social Determinants of Health model. Lakewood Health System 49725 County 83 Staples MN 56479 411842965 501(c)(3) 47820 Food Insecurity Screen and Interventions Mankato Clinic 1400 Madison Ave 324B Mankato MN 56001 410849339 501(c)(3) 50000 Integrated Behavioral Health Mayo Health System 1025 Marsh St Mankato MN 56001 416011702 501(c)(3) 75000 Collaborative Model of Care for Mental Health and Substance Use Disorders: A Pilot Project Minnesota Commnity Health Worker Alliance 563 Phalen Blvd St Paul MN 55130 452787308 501(c)(3) 50000 Advancing health access and equity through resources, content and statewide CHW registry Neighborhood Health Care Network 153 Cesar Chavez St St Paul MN 55107 410990979 501(c)(3) 75000 Funding of an outreach person who will reach out to UCare unattributed PMAP/MNCare members and get them scheduled for primary care visit. Nicollet County 501 S Minnesota Ave St Peter MN 56082 416005810 Nicollet County 8396 Dental Hygienist and transportation costs North Memorial Health Care 3300 Oakdale Ave N Robbinsdale MN 55422 410729979 501(c)(3) 150000 Continuation of Community Paramedic program in metro and expansion in to rural counties. Northern Minnesota Network Inc 404 W Superior St Duluth MN 55802 201686489 501(c)(3) 50000 Establish unattributed UCare PMAP/MNCare members into a primary care medical home Olmsted County 2100 Campus Dr Se 100 Rochester MN 55904 416005859 Olmsted County 75000 Crisis Center Olmsted Medical Center 201 9th St SE Rochester MN 55904 410855367 501(c)(3) 50000 Improving the treatment of opioid use disorders in rural and underserved areas Project Care Free Clinic 3112 6th Ave E Hibbing MN 55746 273176137 501(c)(3) 20000 Outpatient health care access and outreach to uninsured. Second Harvest Heartland 7101 Winnetka Ave N Brooklyn Park MN 55428 237417654 501(c)(3) 25000 Develop a culturally specific Native American & Hmong FOOD Rx box prototype. Somali Community Resettlement Program 201 Lyndale Ave S 1 Faribault MN 55021 311668255 501(c)(3) 40000 Continuation of project to improve overall health of adults and children--Includes Circles of Health program St Lukes Hopital Association of Duluth 915 E 1st St Duluth MN 55805 410714079 501(c)(3) 100000 Expansion of Integrated Behavioral Health in to Primary Care Clinics St Mary's Medical Center 503 E 3rd St Duluth MN 55805 410695604 501(c)(3) 15000 Food Insecurity Screening and Referral UCARE Foundation 500 Stinson Blvd Minneapolis MN 55413 464795214 501(c)(3) 500000 Replenishment of UCare Foundation balance. Univ of Minn Department of Family Medicine and Community Health 516 Delaware Minneapolis MN 55455 416007513 Univ of Minn 3000000 Contribution for medical education. University of Minnesota Physicians 720 Washington Ave SE Minneapolis MN 55414 411843943 501(c)(3) 36000 Legal Partnership expenses from January to April 2019. Winona Community Memorial Hospital 855 Mankato Ave Winona MN 55987 410713914 501(c)(3) 42273 Wellbeing Collaborative Pathways Wright County 1004 Commercial Dr Buffalo MN 55313 411238614 Wright County 12900 Detox costs for UCare patients 24 0 Part I, Line 2: UCare Minnesota does not have a formal grant program. Amounts disclosed in Schedule I, Part II, 1a represent one-time cash contributions provided to these organizations based on the parameters outlined in UCare's Board-approved Community Benefit Policy. In addition to UCare's ongoing community benefit efforts, the Board annually determines whether special year-end benefit contributions are appropriate under the provisions of the Policy. The Policy outlines three catagories of contributions and the amounts distributed by catagory are reviewed and approved by the Board of Directors, and the Board receives an annual report on the use of the funds. X X X X X X 0 0 0 0 0 0 0 0 0 James Pacala MD Board Chair 7500 364261 0 0 0 343 0 49600 0 21227 7500 435431 0 0 James Van Vooren MD Vice Chair 9500 187301 0 0 0 343 0 54618 0 22827 9500 265089 0 0 Patricia Adam MD Director 7750 204534 0 0 0 343 0 57173 0 15284 7750 277334 0 0 Thomas DePhillips Director effective 8/1/18 3750 191461 0 0 0 343 0 41494 0 22092 3750 255390 0 0 Catherine Godlewski Director through 8/1/18 4833 144790 0 0 0 305 0 22422 0 9708 4833 177225 0 0 Teresa McCarthy MD Director 8500 184480 0 0 0 343 0 22258 0 26009 8500 233090 0 0 Peter Mitsch Director 8750 359754 0 0 0 343 0 55000 0 22903 8750 438000 0 0 William Roberts MD Director 8500 164005 0 0 0 341 0 52736 0 26296 8500 243378 0 0 Michael Wootten MD Director 7250 213906 0 0 0 343 0 31757 0 20412 7250 266418 0 0 Mark Traynor Pres & CEO 678443 0 224914 0 34422 0 118900 0 15120 0 1071799 0 37798 0 Beth Monsrud SVP, CFO & Treasurer 387909 0 89091 0 41671 0 58089 0 23503 0 600263 0 47968 0 Hilary Marden-ResnikSVP Chief Admin Officer & Secretary through 10/1/18 314053 0 77492 0 71195 0 55558 0 23693 0 541991 0 77492 0 Ghitiann Worcester SVP Public Affairs & Development 355447 0 78512 0 32346 0 57549 0 9947 0 533801 0 30950 0 Lawrence Lee SVP Chief Medical Officer through 7/20/18 234876 0 79152 0 -3924 0 33653 0 12586 0 356343 0 0 0 Jamie Carsello VP, Chief Informatics Officer 273750 0 53283 0 -3986 0 23706 0 13949 0 360702 0 0 0 David Albright VP, Chief Information Officer 284362 0 24309 0 -3478 0 25214 0 15255 0 345662 0 0 0 Margaret Lindberg VP, Marketing & Product Management 257141 0 44186 0 -5937 0 22357 0 22029 0 339776 0 0 0 Flynn Mary Jo VP, Compliance & Internal Audit 198392 0 80565 0 287 0 20187 0 8815 0 308246 0 0 0 Peters Jeri VP, Chief Nursing Officer 233356 0 45040 0 -3892 0 22244 0 15206 0 311954 0 0 0 Form 990, Part VI, Section A, line 1 Eight directors affiliated with the University of Minnesota Medical School, Department of Family Medicine are reported here as not independent. The Medical School/Department is not a traditional parent organization of UCare, and does not directly appoint or elect all of these directors. The Department also does not have direct removal authority for all of these directors, and removal of a director under the bylaws requires the vote of at least one director not affiliated with the Medical School/Department. However, the Medical School/Department has indirect control of the appointment and election process of these eight directors. One Director is appointed by the Dean of the Medical School, two Directors (including the Chair) are on the Board by virtue of their positions at the Department, and the Chair appoints five physicians on faculty at the Department. UCare's current Board includes six independent Directors: five Directors who are enrollees of UCare's plan, and an at-large Director from the community. Under Minnesota law, the Board is charged to act in the best interests of the Corporation. See Minn. Stat. Sections 62D.12, subd. 9 and 317A.251. UCare's bylaws describe an executive committee subject to the control of the Board and with the authority to only meet between scheduled meetings of the Board and to take actions on certain matters. This executive committee rarely is convened and did not meet during 2018. Form 990, Part VI, Section A, line 4 UCare updated its Articles of Incorporation to clarify the non-taxable nature of the Department of Family Medicine and Community Health of the University of Minnesota Medical School (the "Department of Family Medicine") that UCare works in close association with to fulfill its purpose. The revision notes that UCare may continue to work in close association to fulfill its purpose so long as the Department of Family Medicine continues to qualify as a state or integral part thereof and services a public purpose. UCare updated its Bylaws to add additional specificity regarding the terms of service for the At-Large Director position on the Board of Directors. The revision states the At-Large director can serve no longer than three consecutive terms and addresses limits when terms are non-consecutive. There were no additional changes to the terms related to other director positions. Form 990, Part VI, Section A, line 7a UCare's Board of Directors consists of 15 Directors. Under UCare's bylaws, the Chair of the Board had the authority to appoint five physician Directors from the University of Minnesota Medical School. Department of Family Medicine and the Dean of the Medical School appoints one Director. In addition, two Directors (including the Chair) are Directors by virtue of their positions in the Department. Individuals enrolled in UCare's health plans have the right under the bylaws, and consistent with Minn. Stat. 62D.06, to elect six of the Board of Directors among the enrolled members. 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 Form 990 is prepared by the Controller and reviewed by an independent accounting firm. UCare provides a copy and reviews the detail 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 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 Executive, 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 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. In addition, a majority of the disinterested Directors must 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 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 two to three years, with the most recent review in 2017. 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 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 evaluates the annual cash compensation package for the President & CEO. The Committee brings recommendations about CEO base compensation and incentive opportunity to the Board for approval, and reports other actions taken by the Committee to the Board. 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 also participates in the compensation process for other Senior Executives, including the Treasurer & Senior Vice President/Chief Financial Officer; the Senior Vice President/Secretary/Chief Legal Officer; the Senior Vice President/Chief Medical Officer; the Senior Vice President/Chief Administrative Officer, and the Senior Vice President of Public Affairs/Chief Marketing Officer. The process for determining compensation for these positions follows a compensation philosophy approved by the Board of Directors. Every two to 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 analysis occurred in 2017. 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. The Compensation Committee has delegated specific cash compensation approval for these leaders to the President & CEO, who is an independent person with respect to these compensation determinations, provided that the President & CEO follows the board-approved compensation philosophy, takes into account the comparability analysis, and obtains annual review 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 18 UCare Minnesota's 990 Form is available on www.guidestar.org in addition to being made available upon request. Form 990, Part VI, Section C, line 19 UCare files its governing documents and Conflict of Interest Policy with the Minnesota Department of Health, and this public information would be available from this agency upon request. UCare's financial statements are available upon request. Form 990, Part IX, line 11g Medical Service Expenses: Program service expenses 3,135,633,146. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,135,633,146. Temporoary Employment Services: Program service expenses 8,226,532. Management and general expenses 10,707,077. Fundraising expenses 0. Total expenses 18,933,609. Other Purhased Services: Program service expenses 16,086,514. Management and general expenses 2,921,732. Fundraising expenses 0. Total expenses 19,008,246. Broker Commissions: Program service expenses 4,552,373. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,552,373. Disease Management: Program service expenses 1,004,716. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,004,716. Health Promotions: Program service expenses 1,397,696. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,397,696. Outsourced Services: Program service expenses 13,341,471. Management and general expenses 5,109,587. Fundraising expenses 0. Total expenses 18,451,058. Form 990, Part XI, line 9: Capital Investment in UCare Health, Inc -15,000,000. UCare Health Inc 500 Stinson Blvd NE Minneapolis MN 554132615 208295948 Non-Profit Service Insurance Organization WI 501(c)(4) UCare Minnesota 1 U of Mn SchoolDept of Family Medicine & Community Health 516 Delaware St Minneapolis MN 55455 416007513 Medical Education MN University of Minnesota 0 UCare Foundation 500 Stinson Blvd NE Minneapolis MN 554132615 464795214 Community-directed initiative MN 501(c)(3) Line 12a, I UCare Minnesota 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 0 UCare Foundation-Contribution B 500000 Actual Cost UCare Health Inc-Capital Investment R 15000000 Actual Cost UCare Health Inc-Direct Expense Reimbursement P 7114 Actual Cost UCare Health-Transfer of Choices revenue Rx rebates & subrogation payments R 5573835 Actual Cost