TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2010 and ending 12-31-2010

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
MCLAREN HEALTH PLAN

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
G-3245 BEECHER ROAD

Room/suite

City or town, state or country, and ZIP + 4
FLINT, MI48532

D Employer identification number

38-3383640

E Telephone number

G Gross receipts $ 301,899,529

F Name and address of principal officer:
KATHY KENDALL
G-3245 BEECHER ROAD
FLINT,MI48532

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.MCLARENHEALTHPLAN.ORG

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1997

M State of legal domicile: MI

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO PROVIDE HEALTH CARE SERVICES TO MEDICAID RECIPIENTS AND SMALL GROUP EMPLOYERS AND INDIVIDUALS THROUGH CONTRACTS WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	8
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	2
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	137
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	266,766,990	301,432,816
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	263,621	135,576
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-160,746	29,000
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	266,869,865	301,597,392
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	5,062,263	6,235,824
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	250,237,277	276,867,547
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	255,299,540	283,103,371
19	Revenue less expenses. Subtract line 18 from line 12......	11,570,325	18,494,021
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	110,284,768	124,315,304
21	Total liabilities (Part X, line 26)............	40,462,215	45,996,036
22	Net assets or fund balances. Subtract line 21 from line 20 .....	69,822,553	78,319,268

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: IMPROVE THE HEALTH AND WELL BEING OF THE PEOPLE OF MID-MICHIGAN THROUGH: 1. PROMOTING ILLNESS PREVENTION. 2. ENHANCING THEIR HEALTH STATUS. 3. PROVIDING ACCESS TO QUALITY HEALTH SERVICES.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 279,627,302 including grants of $ ) (Revenue $ 301,432,816 )
	TO PROVIDE HEALTH CARE SERVICES TO MEDICAID RECIPIENTS AND SMALL GROUP EMPLOYERS AND INDIVIDUALS THROUGH CONTRACTS WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 279,627,302

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors? ........

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part I Click to see attachment

.......................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II..

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III.....

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

Yes

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Yes

Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

YesNo

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

2,692

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

137

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2010)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year ..............

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Does the organization have members or stockholders? ................

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Yes

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Does the organization have local chapters, branches, or affiliates? ............

10a

Yes

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

Yes

11a

Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

Does the organization have a written whistleblower policy? ...............

Yes

Does the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

CHERYL WESTOBY
G-3245 BEECHER ROAD
FLINT,MI48532
(810) 733-9723

Form 990 (2010)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) KEVIN TOMPKINS CHAIRMAN - 09/15 - 12/31	2.00	X	X		0	589,523	93,872
(2) KATHY KENDALL PRESIDENT/CEO	40.00	X	X		0	645,814	119,209
(3) DAVE MAZURKIEWICZ TREASURER	2.00	X	X		0	518,327	88,055
(4) DON KOOY SECRETARY	2.00	X	X		0	893,828	254,940
(5) RONALD SHAHEEN DO MEMBER DIRECTOR	2.00	X			0	142,509	14,339
(6) LAKISHA ATKINS REPRESENTATIVE DIRECTOR	2.00	X			0	0	0
(7) DENNIS LAFOREST REPRESENTATIVE DIRECTOR	2.00	X			0	0	0
(8) PATRICK HAYES REPRESENTATIVE DIRECTOR	2.00	X			0	0	0
(9) TOM DONALDSON CHAIRMAN - 01/01 - 09/15	2.00	X	X		0	133,339	0
(10) CAROL SOLOMON CHIEF OPERATING OFFICER	40.00		X	X	298,763	0	31,440
(11) BETHANY CAUGHLIN HIGHEST COMPENSATED EMPLOY	40.00			X	245,575	0	38,832
(12) EDGAR HARDEN HIGHEST COMPENSATED EMPLOY	40.00			X	193,164	0	34,648
(13) SUE BAYER HIGHEST COMPENSATED EMPLOY	40.00			X	165,283	0	35,327
(14) TERESA DUFRESNE HIGHEST COMPENSATED EMPLOY	40.00			X	109,958	0	15,142
(15) LISA FORNWALL HIGHEST COMPENSATED EMPLOY	40.00			X	105,794	0	18,891

Form 990 (2010)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)						(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	1,118,537	2,923,340	744,695

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
4D PHARMACY MANAGEMENT SYSTEMS 2520 INDUSTRIAL ROW DR TROY,MI48084	HEALTHCARE SERVICES	32,083,573
EDWARD W SPARROW ASSOC PO BOX 13008 LANSING,MI48901	HEALTHCARE SERVICES	30,510,741
HURLEY MEDICAL CENTER PO BOX 78000 DPT 78415 DETROIT,MI48278	HEALTHCARE SERVICES	20,520,010
INGHAM REGIONAL MEDICAL CENTER 401 W GREENLAWN AVE LANSING,MI48910	HEALTHCARE SERVICES	16,624,607
MCLAREN REGIONAL MEDICAL CENTER 401 S BALLENGER HWY FLINT,MI48532	HEALTHCARE SERVICES	15,236,723
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 164

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	CAPITATION PAYMENTS		524,114	301,432,816	301,432,816
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			301,432,816
3	Investment income (including dividends, interest
	and other similar amounts).....			146,531			146,531
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents	29,000
b	Less: rental expenses
c	Rental income or (loss)	29,000
d	Net rental income or (loss).......			29,000			29,000
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	291,182
b	Less: cost or other basis and sales expenses	302,137
c	Gain or (loss)	-10,955
d	Net gain or (loss)..........			-10,955			-10,955
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions....			301,597,392	301,432,816	0	164,576

Form 990 (2010)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,095,226		1,095,226
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	3,931,946	2,845,039	1,086,907
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	222,487	175,611	46,876
9	Other employee benefits .......	701,638	605,262	96,376
10	Payroll taxes ...........	284,527	240,903	43,624
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	55,029		55,029
c	Accounting ...........	42,143		42,143
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......
g	Other ..........	3,016,843	2,868,705	148,138
12	Advertising and promotion ....	364,674	364,674
13	Office expenses .......	878,792	767,492	111,300
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	50,792		50,792
17	Travel ............	13,301	9,929	3,372
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	450,570		450,570
23	Insurance ..............	31,001		31,001
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	HOSPITAL & OTHER PROFES	158,080,047	158,080,047
b	SPECIALTY CARE POOL	58,318,000	58,318,000
c	PHARMACY	29,439,703	29,439,703
d	PROVIDER USE TAX	18,170,832	18,170,832
e	PRIMARY CARE POOL	5,410,327	5,410,327
f	All other expenses	2,545,493	2,330,778	214,715
25	Total functional expenses. Add lines 1 through 24f	283,103,371	279,627,302	3,476,069	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........				1
2	Savings and temporary cash investments .......			93,335,132	2	98,229,158
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			5,341,884	4	5,044,194
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	4,538,626
b	Less: accumulated depreciation. .....	10b	1,514,275	3,238,000	10c	3,024,351
11	Investments—publicly traded securities ..........			7,678,218	11	8,186,150
12	Investments—other securities. See Part IV, line 11 ......			629,546	12	9,767,046
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			61,988	15	64,405
16	Total assets. Add lines 1 through 15 (must equal line 34)...			110,284,768	16	124,315,304
17	Accounts payable and accrued expenses .			2,329,713	17	2,550,032
18	Grants payable ..........				18
19	Deferred revenue ..........			196,236	19	3,239,829
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			37,936,266	25	40,206,175
26	Total liabilities. Add lines 17 through 25.....			40,462,215	26	45,996,036
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			69,822,553	31	78,319,268
32	Retained earnings, endowment, accumulated income, or other funds			0	32	0
33	Total net assets or fund balances .....			69,822,553	33	78,319,268
34	Total liabilities and net assets/fund balances .....			110,284,768	34	124,315,304

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

Total revenue (must equal Part VIII, column (A), line 12) . . .

301,597,392

Total expenses (must equal Part IX, column (A), line 25) . . . . .

283,103,371

Revenue less expenses. Subtract line 2 from line 1 . . . .

18,494,021

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .

69,822,553

Other changes in net assets or fund balances (explain in Schedule O) . . . .

-9,997,306

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

78,319,268

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?..

Were the organization’s financial statements audited by an independent accountant?........

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

MCLAREN HEALTH PLAN

Employer identification number

38-3383640

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit. ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(a) Cost or other basis (investment)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	289,426		289,426
b	Buildings ................	3,961,487	1,290,925	2,670,562
c	Leasehold improvements ............
d	Equipment ................	287,713	223,350	64,363
e	Other .................
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				3,024,351

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) INVESTMENT IN AFFILIATE	9,767,046	C








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	9,767,046

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
DUE TO RELATED PARTIES		923,811
ACCRUED HEALTH CARE COSTS		39,282,364







Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		40,206,175
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1	301,597,392
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	283,103,371
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	18,494,021
4	Net unrealized gains (losses) on investments ..........................	4	700,632
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8	-10,697,938
9	Total adjustments (net). Add lines 4 - 8 .............................	9	-9,997,306
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	8,496,715

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	301,432,816
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................			2e	0
3	Subtract line 2e from line 1.....................			3	301,432,816
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV): ...........	4b	164,576
c	Add lines 4a and 4b.......................			4c	164,576
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	301,597,392

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	282,938,795
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d	-164,576
e	Add lines 2a through 2d......................			2e	-164,576
3	Subtract line 2e from line 1.....................			3	283,103,371
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	283,103,371

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
PART XI, LINE 8 - OTHER ADJUSTMENTS:		CHANGE IN NONADMITTED ASSETS 302,062. DIVIDEND PAID TO MEMBERS -11,000,000.
PART XII, LINE 4B - OTHER ADJUSTMENTS:		INVESTMENT INCOME REPORTED NET ON THE FINANCIAL STATEMENTS 164,576.
PART XIII, LINE 2D - OTHER ADJUSTMENTS:		INVESTMENT INCOME REPORTED NET ON THE FINANCIAL STATEMENTS -164,576.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

MCLAREN HEALTH PLAN

Employer identification number

38-3383640

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement orprovision of all the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regs. section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) KEVIN TOMPKINS	(i) (ii)	0 348,166	0 138,125	0 103,232	0 92,337	0 1,535	0 683,395	0 0
(2) KATHY KENDALL	(i) (ii)	0 353,852	0 164,866	0 127,096	0 100,072	0 19,137	0 765,023	0 0
(3) DAVE MAZURKIEWICZ	(i) (ii)	0 472,316	0 0	0 46,011	0 70,847	0 17,208	0 606,382	0 0
(4) DON KOOY	(i) (ii)	0 511,358	0 148,750	0 233,720	0 234,561	0 20,379	0 1,148,768	0 0
(5) RONALD SHAHEEN DO	(i) (ii)	0 142,509	0 0	0 0	0 7,239	0 7,100	0 156,848	0 0
(6) CAROL SOLOMON	(i) (ii)	241,895 0	56,868 0	0 0	24,000 0	7,440 0	330,203 0	0 0
(7) BETHANY CAUGHLIN	(i) (ii)	202,803 0	42,772 0	0 0	23,000 0	15,832 0	284,407 0	0 0
(8) EDGAR HARDEN	(i) (ii)	159,488 0	33,676 0	0 0	22,000 0	12,648 0	227,812 0	0 0
(9) SUE BAYER	(i) (ii)	144,496 0	20,787 0	0 0	20,000 0	15,327 0	200,610 0	0 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
	PART I, LINE 4B	MCLAREN HEALTH CARE CORPORATION MAINTAINS TWO SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES (THE SERPS). THE OLD SERP WAS CLOSED TO NEW PARTICIPANTS ON OCTOBER 1, 2006, AND THE NEW SERP BECAME EFFECTIVE AS OF JANUARY 1, 2007. NO EMPLOYEE MAY PARTICIPATE IN BOTH OF THE SERPS. THE OLD SERP IS STRUCTURED AS A DEFINED BENEFIT PLAN THAT ESSENTIALLY REPLACES THE BENEFITS THE PARTICIPANT IS NOT PERMITTED TO RECEIVE UNDER MCLAREN'S QUALIFIED RETIREMENT PLAN DUE TO IRS LIMITATIONS APPLICABLE TO QUALIFIED PLANS. THE BENEFIT UNDER THE OLD SERP IS PAYABLE IN THE FORM OF A SINGLE SUM DISTRIBUTION EQUAL TO THE ACTUARIAL EQUIVALENT OF THE PARTICIPANT'S ACCRUED BENEFIT. THE BENEFIT IS PAID AT AGE 55, AND IF THE PARTICIPANT REMAINS EMPLOYED, THE BENEFIT IS PAID UPON TERMINATION OF EMPLOYMENT, REDUCED TO TAKE INTO ACCOUNT THE BENEFIT PREVIOUSLY PAID. THE NEW SERP IS STRUCTURED AS A DEFINED CONTRIBUTION PLAN, AND MCLAREN CONTRIBUTES 15 PERCENT OF EACH PARTICIPANT'S COMPENSATION TO THE PLAN EACH YEAR FOR ALLOCATION TO THE PARTICIPANT'S ACCOUNT. PARTICIPANTS IN THE NEW SERP BECOME VESTED IN THEIR ACCOUNTS UPON THE EARLIER OF FIVE YEARS OF PARTICIPATION IN THE PLAN OR ATTAINMENT OF AGE 60. PARTICIPANTS IN THE NEW SERP SELF-DIRECT THE INVESTMENT OF THEIR ACCOUNTS AND HAVE THE ACTUAL INVESTMENT RETURN CREDITED OR DEBITED TO THEIR ACCOUNTS. THE BENEFIT UNDER THE NEW SERP IS EQUAL TO THE PARTICIPANT'S ACCOUNT BALANCE, AND THE BENEFIT IS PAID IN A SINGLE SUM WITHIN 60 DAYS OF THE PARTICIPANT'S TERMINATION DATE. BENEFITS UNDER BOTH SERPS ARE PROVIDED ON A TAX-NEUTRAL BASIS. BOTH SERPS ARE DESIGNED TO COMPLY WITH INTERNAL REVENUE CODE SECTIONS 457(F) AND 409A. THE INDIVIDUALS LISTED IN PART VII WHO PARTICIPATED IN THE OLD SERP ARE KEVIN TOMPKINS, KATHY KENDALL AND DON KOOY. THE INDIVIDUAL LISTED IN PART VII WHO PARTICIPATED IN THE NEW SERP IS DAVE MAZURKIEWICZ.
	PART I, LINE 6	MCLAREN HEALTH CARE CORPORATION (MHCC) HAS A LEADERSHIP INCENTIVE PROGRAM FOR LEADERS OF THE CORPORATION, SUBSIDIARY EXECUTIVES AND DIRECTORS, AND CORPORATE MANAGERS. THE PURPOSE OF THE PLAN IS TO ENHANCE THE ORGANIZATION'S ABILITY TO ACHIEVE ITS GOALS BY PROVIDING TOP OFFICIALS AND THE BOARD OF DIRECTORS WITH A TOOL FOR (A) CLEARLY COMMUNICATING PERFORMANCE ON THE PART OF KEY LEADERS, (B) STIMULATING AND REWARDING SUPERIOR LEVELS OF PERFORMANCE ON THE PART OF KEY LEADERS WHICH WILL ULTIMATELY BENEFIT THE COMMUNITIES MHCC SERVES, AND (C) PROTECTING MHCC'S ABILITY TO COMPETE WITH OTHER EMPLOYERS FOR HIGH-TALENT LEADERS.
SUPPLEMENTAL INFORMATION	PART III	PART I, LINE 3: THE PRESIDENT/CEO WAS COMPENSATED BY A RELATED ORGANIZATION, AND THEREFORE NONE OF THE LINE 3 BOXES HAVE BEEN CHECKED. THE RELATED ORGANIZATION USED THE FOLLOWING METHODOLOGIES TO RECOMMEND THE COMPENSATION OF THE CEO OF MHP: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, FORM 990 OF OTHER ORGANIZATIONS, WRITTEN EMPLOYMENT CONTRACT, AND COMPENSATION SURVEY OR STUDY. SUCH RECOMMENDATIONS ARE REVIEWED AND THE FINAL COMPENSATION OF THE CEO AND OFFICERS ARE DETERMINED BY THE MCLAREN HEALTH PLAN BOARD OF DIRECTORS.

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

MCLAREN HEALTH PLAN

Employer identification number

38-3383640

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) C & C RENOVATIONS	CO-OWNER IS MARRIED TO AN OFFICER OF MCLAREN HEALTH PLAN,BETHANY CAUGHLIN.	115,924	OFFICE AND BUILDING RENOVATIONS. MAINTENANCE ACTIVITIES		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

MCLAREN HEALTH PLAN

Employer identification number

38-3383640

Identifier	Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 6		THE SOLE MEMBER OF THIS ORGANIZATION IS MCLAREN HEALTH CARE CORPORATION.
FORM 990, PART VI, SECTION A, LINE 7A		MCLAREN HEALTH CARE CORPORATION, THE HEALTH PLAN'S SOLE MEMBER, MAY ELECT TWO-THIRDS OF THE GOVERNING BODY. THE OTHER ONE-THIRD ARE REPRESENTATIVE ENROLLEES, WHO ARE ELECTED BY THE ENTIRE MEMBERSHIP OF MCLAREN HEALTH PLAN.
FORM 990, PART VI, SECTION B, LINE 11		FORM 990 IS REVIEWED BY MCLAREN HEALTH PLAN'S PRESIDENT & CEO AND ALSO BY THE CFO PRIOR TO FILING. AS PART OF AN INTEGRATED HEALTH SYSTEM, THE PARENT BOARD ALSO REVIEWS THE FORM 990.
	FORM 990, PART VI, SECTION B, LINE 12C	EACH MCLAREN HEALTH PLAN BOARD MEMBER, OFFICER AND SENIOR MANAGEMENT EXECUTIVE COMPLETE THE MCLAREN HEALTH PLAN CONFLICT OF INTEREST DISCLOSURE FORM ANNUALLY. THE BOARD CHAIR AND PRESIDENT/CEO REVIEW ALL COMPLETED FORMS TO IDENTIFY ANY POTENTIAL CONFLICTS. ANY IDENTIFIED POTENTIAL CONFLICT IS INVESTIGATED AND RAISED WITH THE INDIVIDUAL, AS APPROPRIATE, TO RESOLVE THE CONFLICT OR DETERMINE IF ANY ACTION IS NEEDED, UP TO AND INCLUDING, POSSIBLE REMOVAL FROM THE BOARD, OR OFFICER/SENIOR MANAGEMENT POSITION. ANY IDENTIFIED CONFLICTS ARE REPORTED TO THE FULL BOARD OF DIRECTORS.
	FORM 990, PART VI, SECTION B, LINE 15	TO ENSURE A FAIR, COMPETITIVE AND LEGALLY COMPLIANT METHOD OF ADMINISTERING COMPENSATION, MHP USES INDEPENDENT COMPENSATION STUDIES AND SURVEY DATA TO ESTABLISH THE COMPENSATION STRUCTURE FOR THE MHP CEO AND OFFICERS. COMPENSATION FOR THE CEO AND OFFICERS ARE REVIEWED ANNUALLY.
	FORM 990, PART VI, SECTION C, LINE 19	THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE PROVIDED UPON REQUEST. THE FINANCIAL STATEMENTS ARE AVAILABLE ON THE MICHIGAN OFIR WEBSITE.
	FORM 990, PART VII, SECTION A	THESE INDIVIDUALS DEVOTE THE FOLLOWING HOURS PER WEEK TO A RELATED ORGANIZATION FOR WHICH COMPENSATION IS REPORTED IN COLUMNS E & F: DON KOOY 40 HOURS MCLAREN HEALTH CARE CORPORATION KATHY KENDALL 40 HOURS MCLAREN HEALTH CARE CORPORATION DAVE MAZURKIEWICZ 40 HOURS MCLAREN HEALTH CARE CORPORATION RONALD SHAHEEN 40 HOURS MCLAREN HEALTH CARE CORPORATION KEVIN TOMPKINS 40 HOURS MCLAREN HEALTH CARE CORPORATION
CHANGES IN NET ASSETS OR FUND BALANCES:	FORM 990, PART XI, LINE 5:	NET UNREALIZED GAINS ON INVESTMENTS: 700,632. CHANGE IN NONADMITTED ASSETS 302,062. DIVIDEND PAID TO MEMBERS -11,000,000. TOTAL TO FORM 990, PART XI, LINE 5: -9,997,306.
	FORM 990, PART IV, 12 AND FORM 990 PART XII,2:	THE ORGANIZATION OBTAINED A SEPARATE, INDEPENDENT AUDITED FINANCIAL STATEMENT FOR THE TAX YEAR ON AN OCBOA STATUTORY ACCOUNTING METHOD.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

MCLAREN HEALTH PLAN

Employer identification number

38-3383640

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) MCLAREN HEALTH CARE CORPORATION 401 S BALLENGER HIGHWAY FLINT,MI48532 38-2397643	PLANNING, ADMINISTRATIVE AND SUPPORT SERVICES TO RELATED ORGANIZATIONS.	MI	501(C)(3)	LINE 11A, I			No
(2) GREAT LAKES CANCER INSTITUTE 401 S BALLENGER HIGHWAY FLINT,MI48532 38-3584572	CANCER CARE CENTER	MI	501(C)(3)	LINE 7	MCLAREN HEALTH CARE CORPORATION	Yes
(3) VISITING NURSE SERVICES OF MICHIGAN 401 S BALLENGER HIGHWAY FLINT,MI48532 38-3491714	HEALTH CARE SERVICES	MI	501(C)(3)	LINE 9	MCLAREN HEALTH CARE CORPORATION	Yes
(4) MCLAREN MEDICAL MANAGEMENT INC 401 S BALLENGER HIGHWAY FLINT,MI48532 38-2988086	MANAGEMENT COMPANY	MI	501(C)(3)	LINE 11A, I	MCLAREN HEALTH CARE CORPORATION	Yes
(5) MCLAREN REGIONAL MEDICAL CENTER 401 S BALLENGER HIGHWAY FLINT,MI48532 38-2383119	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(6) MOUNT CLEMENS REGIONAL MEDICAL CENTER 1000 HARRINGTON MOUNT CLEMENS,MI48043 38-1218516	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(7) INGHAM REGIONAL MEDICAL CENTER 401 S GREENLAWN AVE LANSING,MI48910 38-1434090	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(8) BAY REGIONAL MEDICAL CENTER 1900 COLUMBUS AVENUE BAY CITY,MI48708 38-1976271	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(9) POH REGIONAL MEDICAL CENTER 50 NORTH PERRY STREET PONTIAC,MI48342 38-1428164	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(10) BAY MEDICAL FOUNDATION 1900 COLUMBUS AVE BAY CITY,MI48708 38-2156534	FOUNDATION	MI	501(C)(3)	LINE 11A, I	BAY REGIONAL MEDICAL CENTER	Yes
(11) BAY REGIONAL MEDICAL CENTER AUXILIARY 1908 COLUMBUS AVE BAY CITY,MI48708 38-6081235	SUPPORTING ORGANIZATION	MI	501(C)(3)	LINE 11A, I	BAY REGIONAL MEDICAL CENTER	Yes
(12) BAY SPECIAL CARE HOSPITAL 1900 COLUMBUS AVE BAY CITY,MI48708 38-3161753	HOSPITAL	MI	501(C)(3)	LINE 3	BAY REGIONAL MEDICAL CENTER	Yes
(13) PRIMARY CARE 1900 COLUMBUS AVE BAY CITY,MI48708 20-2443604	HEALTH CARE SERVICES	MI	501(C)(3)	LINE 9	BAY REGIONAL MEDICAL CENTER	Yes
(14) CENTRAL MICHIGAN COMMUNITY HOSPITAL 1221 SOUTH DRIVE MT PLEASANT,MI48858 38-1420304	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(15) CENTRAL MICHIGAN COMMUNITY HOSPITAL RADIATION ONCOLOGY 1000 HARRINGTON MT PLEASANT,MI48858 30-0312172	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(16) INGHAM REGIONAL HEALTHCARE FOUNDATOIN 401 S GREENLAWN AVE LANSING,MI48910 38-2463637	FOUNDATION	MI	501(C)(3)	LINE 7	INGHAM REGIONAL MEDICAL CENTER	Yes
(17) LAPEER REGIONAL MEDICAL CENTER 1375 N MAIN ST LAPEER,MI48446 38-2689033	HOSPITAL	MI	501(C)(3)	LINE 3	MCLAREN HEALTH CARE CORPORATION	Yes
(18) LAPEER REGIONAL MEDICAL CENTER FOUNDATION 1375 N MAIN ST LAPEER,MI48446 38-2689603	FOUNDATION	MI	501(C)(3)	LINE 11A, I	LAPEER REGIONAL MEDICAL CENTER	Yes
(19) MOUNT CLEMENS REGIONAL HEALTHCARE FOUNDATION PO BOX 326 MOUNT CLEMENS,MI48046 38-2578873	FOUNDATION	MI	501(C)(3)	LINE 9	MOUNT CLEMENS REGIONAL MEDICAL CENTER	Yes
(20) POH RILEY FOUNDATION 50 NORTH PERRY STREET PONTIAC,MI48342 20-0442217	FOUNDATION	MI	501(C)(3)	LINE 11C, III-FI	POH REGIONAL MEDICAL CENTER	Yes
(21) WOMENS HOSPITAL ASSOCIATION OF FLINT MICHIGAN 401 S BALLENGER HIGHWAY FLINT,MI48532 38-1358053	SUPPORTING ORGANIZATION	MI	501(C)(3)	LINE 11A, I	MCLAREN HEALTH CARE CORPORATION	Yes
(22) REGIONAL EMERGENCY MEDICAL SERVICE INC 25400 W 8 MILE ROAD SOUTHFIELD,MI48034 38-3255499	AMBULANCE SERVICE	MI	501(C)(3)	LINE 9	MCLAREN MEDICAL MANAGEMENT INC	Yes
(23) NORTH OAKLAND NORTH MACOMB IMAGING INC 355 BARCLAY CIR STE A ROCHESTER HILLS,MI48307 38-2807040	MRI IMAGING	MI	501(C)(3)	LINE 3			No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) MCLAREN - NORTHERN EQUITIES CANCER CENTER PROJECT LLC 39000 COUNTRY CLUB DRIVE FARMINGTON HILLS,MI48331 26-3112935	RENTAL REAL ESTATE	MI	N/A
(2) JOINT VENTURE HOSPITAL LABORATORIES LLC 1633 FAIRLANE CIRCLE SUITE 300 ALLEN PARK,MI48101 38-3018129	LAB PROCEDURES	MI	N/A
(3) MOUNT CLEMENS REGIONAL HEALTH BUILDING HEALTH PARTNERS 1000 HARRINGTON ST MOUNT CLEMENS,MI48043 26-2524717	BUILDING MANAGEMENT	MI	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) HEALTH ADVANTAGE INC G-3245 BEECHER RD FLINT,MI48532 91-2141720	THIRD PARTY ADMINISTRATOR	MI	MCLAREN HEALTH PLAN	C	5,328,366	2,416,134	100.000 %
(2) MCLAREN HEALTH PLAN INSURANCE COMPANY G-3245 BEECHER RD SUITE 200 FLINT,MI48532 27-1780283	HEALTH INSURANCE COMPANY	MI	MCLAREN HEALTH PLAN	C	8,603	8,706,390	100.000 %
(3) CLARKSTON PROPERTY ASSOCIATES 50 NORTH PERRY STREET PONTIAC,MI48342 43-2006072	REAL ESTATE	MI	N/A	C
(4) HOSPITAL HEALTH CARE INC 50 NORTH PERRY STREET PONTIAC,MI48342 38-2643070	HEALTH CARE	MI	N/A	C
(5) PHYSICIAN ORGANIZED HEALTHCARE SYSTEM 50 NORTH PERRY STREET PONTIAC,MI48342 38-3136458	MANAGED CARE	MI	N/A	C

Schedule R (Form 990) 2010

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) HEALTH ADVANTAGE INC	O	598,292	COST
(2) HEALTH ADVANTAGE INC	P	4,367,168	COST
(3) MCLAREN HEALTH PLAN INSURANCE COMPANY	Q	8,700,000	COST
(4) MCLAREN HEALTH PLAN INSURANCE COMPANY	P	20,372	COST
(5) MCLAREN HEALTH CARE CORPORATION	Q	11,000,000	COST
(6) MCLAREN HEALTH CARE CORPORATION	O	1,305,432	COST
(7) MCLAREN REGIONAL MEDICAL CENTER	O	9,136,385	COST
(8) MCLAREN MEDICAL MANAGEMENT	O	1,385,696	COST
(9) VISITING NURSE SERVICES	O	1,682,865	COST
(10) MOUNT CLEMENS REGIONAL MEDICAL CENTER	O	1,333,595	COST
(11) PONTIAC OSTEOPATHIC HOSPITAL	O	534,982	COST
(12) INGHAM REGIONAL MEDICAL CENTER	O	10,875,584	COST
(13) BAY REGIONAL MEDICAL CENTER	O	2,523,276	COST
(14) LAPEER REGIONAL MEDICAL CENTER	O	3,677,556	COST

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Are all partners section 501(c)(3) organizations?		(e) Share of end-of-year assets	(f) Disproprtionate allocations?		(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(h) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(e) Share of end-of-year assets	Yes	No	(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: