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
HEALTH ALLIANCE PLAN OF MICHIGAN

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
2850 WEST GRAND BOULEVARD

Room/suite

City or town, state or country, and ZIP + 4
DETROIT, MI48202

D Employer identification number

38-2242827

E Telephone number

G Gross receipts $ 1,909,475,475

F Name and address of principal officer:
Ronald W Berry
2850 WEST GRAND BOULEVARD
DETROIT,MI48202

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

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

Website:

www.hap.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: 1979

M State of legal domicile: MI

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Provide access to quality health care coverage
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	17
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	15
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	667
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	12,405
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) .........	1,711,676,041	1,726,430,562
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	11,596,750	7,760,872
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	91,692	62,143
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,723,364,483	1,734,253,577
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) ....	1,588,039,784	1,591,824,877
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	62,522,198	68,139,553
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)....	46,197,451	50,689,215
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,696,759,433	1,710,653,645
19	Revenue less expenses. Subtract line 18 from line 12......	26,605,050	23,599,932
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	427,399,843	471,543,918
21	Total liabilities (Part X, line 26)............	173,944,567	190,098,386
22	Net assets or fund balances. Subtract line 21 from line 20 .....	253,455,276	281,445,532

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: Enhancing the Health and Well-Being of the Lives We Touch by providing personalized service to our customers, making access to healthcare easier and improving the health status of our members.

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 $ 1,695,271,877 including grants of $ ) (Revenue $ 1,726,480,300 )
	Program Service: Health Alliance Plan (HAP) is a non-profit health plan offering commercial products and government programs to members who enroll with HAP. HAP contracts with various healthcare providers to provide healthcare services to members. Approximately 92% of HAP's revenues is paid to the contracted healthcare providers for administering care to HAP's members. HAP members rated HAP "Highest in Member Satisfaction among Commercial Health Plans in Michigan" four years in a row in the J.D. Power & Associates 2011 Member Health Insurance Plan study. To compare HAP's performance with other Michigan health plans, view the Power Circle ratings at www.jdpower.com. The healthcare was administered by approximately 8,500 physicians affiliated with over 52 hospitals.These provider stats reflect the HMO product only. Additionally, HAP contracted with 69 urgent care centers, over 2,000 pharmacies, and over 1,000 other ancillary providers such as mental health, labs, and nursing homes to service its membership. At the end of 2010, HAP's member count was 342,635 and on a cumulative basis, HAP serviced 4,085,888 member months. These members worked with their chosen healthcare provider(s) to maintain a healthy life experience. These members utilized the access to healthcare provided in many different ways. Some major utilization of the access to providers was through hospital admissions. HAP's members incurred 18,316 hospital stay admissions during 2010 for medical and surgical procedures. Additionally, HAP's members incurred 1,652 hospital stay admissions for behavioral health related issues. Also, the members, as urged by their care providers, and by HAP through various correspondences, received care for routine and preventive services to ensure that they are leading a healthy lifestyle. This type of care is received at their physician offices. HAP spends a considerable amount of resources in communicating with its members for several different reasons. Examples of types of communications with members include:1) Preventive Care and Wellness:HAP provides its members with state-of-the-art wellness tools to help them manage their health. HAP reaches out to its members through a Website, hap.org which has links to programs for smoking cessation and weight loss activities, among other helpful programs as well. Some examples include: Worksite wellness and health promotion experts deliver results-oriented programs and services: Health screenings, health risk appraisals, disease management coordinated through the Clinical Care Management department, worksite wellness workshops, flu shots, walking programs, physical activity and nutrition programs. In 2010, HAP expanded its worksite wellness programs to more than 171 employer groups; implemented Weight Wise at Work and Hypertension Management programs; and conducted diabetic retinal and HgA1c screenings at worksites. HAP hosts quarterly forums, bringing area employers of all sizes together to share best practices in worksite wellness programs and to learn about innovative worksite wellness programs and trends. HAP's weight management program provides educational programs and special discounts to inspire people to lose weight and covers nutritional counseling, weight loss medications, doctor supervised clinical weight loss programs and bariatric surgery for members meeting specific criteria. Online tools and supportive information are available through HAP's Web site. HAP is a steward of the surrounding local community: HAP supports the Southeast Michigan region by getting involved directly with the citizens to support several causes. Some examples include: HAP executives serve on the board of directors for a variety of community organizations, such as Alternatives for Girls, Big Brothers Big Sisters of Greater Detroit, 100 Black Men of Detroit, Greater Detroit Area Health Council and Coalition on Temporary Shelter(COTS). After learning that residents of Southeastern Michigan, Detroiters in particular, were not taking advantage of available recreational centers, HAP's leaders launched HAP's signature water aerobics classes, Moms in Motion and Senior Splash Bash, which are free and open to the public; Top Chef Cooking Academy with area Boys and Girls Clubs, and POWERSIT exercise classes for seniors. More than 40 HAP volunteers read to children on Saturdays throughout the summer to promote early childhood health and literacy among African-American children through the Reading and Educational Achievement and Development Program(READ). HAP's employees raised more than $29,300 in donations for the American Heart Association. A total of 76 HAP employees participated.HAP provides ongoing education for its members on ways they can access good quality healthcare from properly credentialed healthcare providers. HAP also strives to consistently educate its members, and the community on preventive care and other wellness activities. HAP consistently reaches out to its members through publications sent to their homes regarding healthy lifestyles.2) Customer Service: HAP staffs a department dedicated to offering online, written and telephone service to resolve any issues a member may have as they are seeking medical services. The "Client Services" area at HAP will work with the provider in question to resolve any patient care issue. They will also resolve any claim payment error and any eligibility issue as well.Form 990, Part IV, Line 12: HAP is included in the consolidated financial statements of HAP and Subsidiaries. Form 990, Part IV, Line 12a: HAP has an audited statutory based financial statements.

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$ 1,695,271,877

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

Yes

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

Yes

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

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

Yes

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. .......

7,877

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? ..................

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

667

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?.............................

Yes

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

Yes

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? .................

Yes

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? ..

Yes

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

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

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

Ronald W Berry
2850 West Grand Boulevard
Detroit,MI48202
(313) 664-8559

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) Susan Wells Director	1.00	X		0	0	0
(2) Jethro Joseph Director	1.00	X		0	0	0
(3) John T Gargaro Director	1.00	X		0	0	0
(4) Marvin Beatty Director	1.00	X		0	0	0
(5) William L Peirce Director	1.00	X		0	0	0
(6) Linda Ewing Director	1.00	X		0	0	0
(7) Lauren B Foster CPA Director	1.00	X		0	0	0
(8) Karen A Wezner Director	1.00	X		0	0	50
(9) Catherine A Roberts Director	1.00	X		0	0	0
(10) Richard M Popp Director	1.00	X		0	0	0
(11) Robin Scales-Wooten Director	1.00	X		0	0	0
(12) Jack Martin Director	1.00	X		0	0	0
(13) Rebecca R Smith Director	1.00	X		0	0	0
(14) Nancy Schlicting Director	10.00	X		0	2,081,443	34,606
(15) William A Conway MD Director	10.00	X		0	474,070	52,259
(16) N Charles Anderson Chairperson	1.00	X	X	0	0	0
(17) William R Alvin President & CEO	50.00	X	X	0	614,582	92,955

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
(18) Cindy Bala-Brusilow Director	1.00	X					0	0	0
(19) Ronald W Berry Treasurer	50.00		X				386,168	0	40,381
(20) Maurice McMurray Secretary	50.00		X				296,043	0	64,907
(21) Irita Matthews Assistant Secretary	50.00		X				108,862	0	20,571
(22) David Scott Chief Operating Officer	50.00			X			191,562	0	5,821
(23) Christopher Pike Sr VP & Chief Information Officer	50.00			X			215,808	0	25,012
(24) Randy Walker Sr VP Health Care Manageme	50.00			X			224,878	235,595	38,452
(25) Donald Hirt Jr Sr VP Planning & Mktg Stra	50.00			X			245,682	0	59,722
(26) Mary Beth Bolton Sr Vice President	50.00			X			285,002	0	42,235
(27) H Michael Flasch VP Corporate Initiatives	50.00			X			238,248	0	51,454
(28) Mary Ann Tournoux Sr VP & Chief Marketing Officer	50.00			X			156,854	0	5,389
(29) Balakrishna Pai Sr Medical Director	50.00				X		283,907	0	54,352
(30) Ibrahim Mumtaz Sr Medical Director	50.00				X		278,059	0	40,979
(31) Jon Clement VP Finance	50.00				X		236,371	0	45,947
(32) Karen Wintringham VP Medicare Advantage Prog	50.00				X		234,254	0	45,048
(33) John Loomis Specialist, Financial Recoveries	50.00				X		237,569	0	21,243
(34) Donald Davis Jr Former Sr VP Human Resources						X	231,455	0	0
(35) Francine Parker Former President & CEO						X	0	463,594	1,638

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,850,722	3,869,284	743,021

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

111

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

Yes

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
Accenture LLP PO Box 70629 Chicago,IL60673	Software support & consulting	8,473,665
Patricia N Harrison 24416 Crocker Blvd Clinton Twp,MI48036	Advertising	6,711,710
Brian Unlimited Distribution Company 13700 Oakland Ave Highland Park,MI48203	Billing & documentation services	2,978,350
Logicalis Integration Solutions 34505 W Twelve Mile RdSuite 210 Farmington Hills,MI48331	Software support & consulting	1,216,443
Michael Flora & Associates 222 Main Street Rochester,MI48307	Advertising	1,142,148
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 73

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	Health Care Premiums		524,114	1,726,430,562	1,726,430,562
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,726,430,562
3	Investment income (including dividends, interest
	and other similar amounts).....			3,771,086			3,771,086
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	179,142,634	69,050
b	Less: cost or other basis and sales expenses	175,158,856	63,042
c	Gain or (loss)	3,983,778	6,008
d	Net gain or (loss)..........			3,989,786			3,989,786
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	Miscellaneous revenue		524,298	49,738	49,738
b	Unrelated revenue from		541,900	12,405		12,405
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			62,143
12	Total revenue. See Instructions....			1,734,253,577	1,726,480,300	12,405	7,760,872

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	1,591,824,877	1,591,824,877
5	Compensation of current officers, directors, trustees, and key employees ....	2,703,101	1,786,169	916,932
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	231,455		231,455
7	Other salaries and wages	49,166,776	44,787,930	4,378,846
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	6,164,827	5,366,527	798,300
9	Other employee benefits .......	6,333,794	5,513,614	820,180
10	Payroll taxes ...........	3,539,600	3,081,248	458,352
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	184,166		184,166
c	Accounting ...........	206,508		206,508
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......	423,555		423,555
g	Other ..........	1,142,148	1,142,148
12	Advertising and promotion ....	14,215,265	14,208,177	7,088
13	Office expenses .......	4,589,213	4,566,009	23,204
14	Information technology ......	10,436,647	10,435,620	1,027
15	Royalties ..
16	Occupancy ...........	1,985,963	1,515,283	470,680
17	Travel ............	344,307	279,570	64,737
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	123,734	95,090	28,644
20	Interest ...........	41,448		41,448
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	7,460,381	6,216,641	1,243,740
23	Insurance ..............
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	Miscellaneous	9,535,880	4,452,974	5,082,906
b
c
d
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	1,710,653,645	1,695,271,877	15,381,768	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 ..........			7,922,056	1	2,848,752
2	Savings and temporary cash investments .......			246,203,713	2	184,941,382
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			28,257,148	4	39,670,999
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 ............			1,922,265	9	2,779,652
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	77,263,167
b	Less: accumulated depreciation. .....	10b	57,983,233	19,220,682	10c	19,279,934
11	Investments—publicly traded securities ..........			96,179,230	11	192,163,480
12	Investments—other securities. See Part IV, line 11 ......			23,898,537	12	26,063,507
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			3,796,212	15	3,796,212
16	Total assets. Add lines 1 through 15 (must equal line 34)...			427,399,843	16	471,543,918
17	Accounts payable and accrued expenses .			15,833,440	17	24,875,701
18	Grants payable ..........				18
19	Deferred revenue ..........			13,459,692	19	14,931,635
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.....			144,651,435	25	150,291,050
26	Total liabilities. Add lines 17 through 25.....			173,944,567	26	190,098,386
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			253,455,276	27	281,445,532
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 .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			253,455,276	33	281,445,532
34	Total liabilities and net assets/fund balances .....			427,399,843	34	471,543,918

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) . . .

1,734,253,577

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

1,710,653,645

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

23,599,932

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

253,455,276

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

4,390,324

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

281,445,532

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?........

Yes

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

Yes

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

HEALTH ALLIANCE PLAN OF MICHIGAN

Employer identification number

38-2242827

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		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	380,336		380,336
b	Buildings ................	4,901,920	2,885,328	2,016,592
c	Leasehold improvements ............	7,824,624	5,789,876	2,034,748
d	Equipment ................	21,941,284	18,779,378	3,161,906
e	Other .................	42,215,003	30,528,651	11,686,352
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				19,279,934

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	26,063,507	C
Other








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	26,063,507

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
Medical Claims		120,794,604
Capital Lease		490,687
Retiree Benefits		1,326,973
Pension		27,678,786





Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		150,291,050
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
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8	0
9	Total adjustments (net). Add lines 4 - 8 .............................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

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
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
3	Subtract line 2e from line 1.....................		3
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
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
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
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
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
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

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 X: FIN 48 Disclosure HAP adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48)- an interpretation of FASB Statement No. 109 effective January 1, 2008. Any differences between the amounts recognized in the statements of financial position prior to the adoption of FIN No. 48 and the amounts reported after adoption are generally accounted for as a cumulative effect adjustment recorded to the beginning balance of HAP's reserves. HAP adopted the provisions of FIN No. 48 effective January 1, 2008, and its adoption did not have a material impact on HAP's consolidated financial statements.

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

HEALTH ALLIANCE PLAN OF MICHIGAN

Employer identification number

38-2242827

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....

Yes

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? ....

Yes

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? ...............

Yes

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) Nancy Schlicting	(i) (ii)	0 1,201,258	0 455,663	0 424,522	0 19,647	0 14,959	0 2,116,049	0 0
(2) William A Conway MD	(i) (ii)	0 451,443	0 0	0 22,627	0 22,097	0 30,162	0 526,329	0 0
(3) William R Alvin	(i) (ii)	0 466,597	0 120,625	0 27,360	0 81,451	0 11,504	0 707,537	0 0
(4) Ronald W Berry	(i) (ii)	351,727 0	0 0	34,441 0	21,240 0	19,141 0	426,549 0	0 0
(5) Maurice McMurray	(i) (ii)	266,986 0	0 0	29,057 0	49,327 0	15,580 0	360,950 0	0 0
(6) David Scott	(i) (ii)	141,485 0	13,750 0	36,327 0	338 0	5,483 0	197,383 0	0 0
(7) Christopher Pike	(i) (ii)	214,815 0	0 0	993 0	9,923 0	15,089 0	240,820 0	0 0
(8) Randy Walker	(i) (ii)	56,923 233,170	0 0	167,955 2,425	14,312 6,961	3,284 13,895	242,474 256,451	0 0
(9) Donald Hirt Jr	(i) (ii)	242,085 0	0 0	3,597 0	40,144 0	19,578 0	305,404 0	0 0
(10) Mary Beth Bolton	(i) (ii)	200,804 0	0 0	84,198 0	28,684 0	13,551 0	327,237 0	0 0
(11) H Michael Flasch	(i) (ii)	213,036 0	0 0	25,212 0	34,911 0	16,543 0	289,702 0	0 0
(12) Mary Ann Tournoux	(i) (ii)	132,024 0	17,852 0	6,978 0	275 0	5,114 0	162,243 0	0 0
(13) Balakrishna Pai	(i) (ii)	244,973 0	0 0	38,934 0	40,099 0	14,253 0	338,259 0	0 0
(14) Ibrahim Mumtaz	(i) (ii)	254,587 0	0 0	23,472 0	23,238 0	17,741 0	319,038 0	0 0
(15) Jon Clement	(i) (ii)	233,021 0	0 0	3,350 0	35,415 0	10,532 0	282,318 0	0 0
(16) Karen Wintringham	(i) (ii)	232,061 0	0 0	2,193 0	28,062 0	16,986 0	279,302 0	0 0
(17) John Loomis	(i) (ii)	236,410 0	0 0	1,159 0	19,991 0	1,252 0	258,812 0	0 0
(18) Donald Davis Jr	(i) (ii)	0 0	0 0	231,455 0	0 0	0 0	231,455 0	0 0
(19) Francine Parker	(i) (ii)	0 0	0 0	0 463,594	0 0	0 1,638	0 465,232	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 1a	Tax indemnification and gross-up payments: The organization offers a Supplemental Executive Retirement Program for a limited number of employees. The employees that receive this taxable benefit include 1 officer and 1 key employee. In addition, 1 Director received taxable income on travel and entertainment expenses paid by the organization associated with her attendance at a Board of Directors retreat. In addition, 2 key employees received gross-up payments related to re-location costs, these amounts were included in their taxable wages. Part I - 4a: Francine Parker ................$463,594 Donald Davis ................... 230,560 Mary Beth Bolton, M.D. ......... 75,768 4b: Ronald Berry(vested)............$ 16,231 Randy Walker(vested)............ 162,192

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

HEALTH ALLIANCE PLAN OF MICHIGAN

Employer identification number

38-2242827

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) Walgreens	Board Member/Board Member	23,637,577	Pharmacy Claim Payments		No
(2) United Auto Workers	Officer/Former Officer	167,740,244	Premium Payments for Ford Motor Co.,General Motors, & Chrysler VEBA Plans.		No
(3) Detroit Urban League	Board Member/Treasurer	261,357	Premium Payments & Sponsorships for the Detroit Urban League		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

HEALTH ALLIANCE PLAN OF MICHIGAN

Employer identification number

38-2242827

Identifier	Return Reference	Explanation
Form 990, Part VI, Section A, line 2		A business relationship exists between Ronald W. Berry, Senior Vice President and CFO of Health Alliance Plan of Michigan and N. Charles Anderson, CEO Detroit Urban League. Ronald Berry is a member and officer (Treasurer) of the Board of the Detroit Urban League and N. Charles Anderson is a member and Chairman of the Board of Health Alliance Plan of Michigan. Nancy Schlicting, President & CEO of Henry Ford Health System serves on the HAP Board of Directors. Dr. William Conway, Chief Medical Officer of Henry Ford Health System also serves on the HAP Board of Directors as a non-voting member.
Form 990, Part VI, Section A, line 6		HAP is a nonprofit member corporation. The responsibility for the overall governance of the corporation is shared between the Member and the Board of Directors. HAP's sole member is Henry Ford Health System, a 501(c)(3) corporation. The President and CEO of Henry Ford Health System serves on the HAP Board of Directors. The President and CEO of HAP, who is also an employee of HFHS, serves on the HAP Board of Directors.
Form 990, Part VI, Section A, line 7a		The HAP Board of Directors is comprised of eighteen Directors. Two Directors are ex officio Directors: President and CEO of the Member and the President and CEO of HAP(also an employee of the Member). Six Directors are elected by the subscribers of HAP. Nine Directors are appointed by the Member's Board of Trustees. The President of HAP may appoint a Quality Officer from HFHS. As indicated above, the Henry Ford Health System may remove the President and CEO of HAP, and may remove any of the appointed Directors, with the input of the HAP Board of Directors. The Member approves the recommendations of the HAP Board of Directors regarding the appointment/removal of the HAP President and CEO, amendments to the articles of incorporation and by-laws, the budget, mergers and acquisitions, potential Directors.
Form 990, Part VI, Section A, line 7b		The Member has the following reserved powers under the HAP By-laws: A. Appoint Chairperson of the HAP Board of Directors. B. Adopt agreement of merger or consolidation, or approve sale, lease or exchange of Corporation's property and assets. C. Approve the transfer of assets to other organizations or individuals if sum exceeds 5% of Corporation's total assets. D. Admit person/entity as new Member or terminate Member's membership. E. Amend HAP By-laws. F. Appoint/remove President of Corporation. G. Dissolve Corporation or revoke dissolution of Corporation. H. Approve capital and operating budgets.
Form 990, Part VI, Section B, line 11		The process the organization uses to review Form 990 prior to filing with the IRS: Prior to submission of the IRS Form 990, Health Alliance Plan provided the Form 990 to the Finance Committee of the HAP Board of Directors for their review. All the voting members of the Board received a complete copy of the Form 990 prior to its filing and received a written report from the Finance Committee on the results of the committee's review of the Form 990 at the October Board meeting.
	Form 990, Part VI, Section B, line 12c	The process for regularly and consistently monitoring and enforcing compliance with the conflict of interest policy for all directors, officers and key employees: HAP has a robust compliance program. The program requires all employees and directors to complete a conflict of interest document. The documents are reviewed and maintained by the Compliance Officer. In addition, HAP is required to submit Board disclosure statements to the Michigan Office of Finance and Insurance Regulations. Thus, on an annual basis, all Directors, Officers, and key employees, and others subject to IRS Form 990 reporting will be requested to complete the Conflict of Interest Questionnaire. In addition, they will be provided a copy of the policy. The Compliance Officer tracks receipt of the Conflict of Interest Questionnaire and follows-up on any identified conflicts. All conflicts are reported to the HAP Board of Directors' Audit Committee, and the President and CEO for review and resolution. All Directors, Officers, and key employees are required, under the policy, to report to the Compliance Officer any conflicts that may arise during the year.
	Form 990, Part VI, Section B, line 15	The process for determining compensation for CEO, Officers and Key Employees: HAP's process for determining executive compensation is designed to meet the requirements for rebuttable presumption of reasonableness under Section 4958. The process includes review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. CEO compensation is based upon market research data and performance as reviewed by HAP's sole member, Henry Ford Health System's Board of Trustees. HAP compared compensation of the CEO, other officers, and key employees to other HMOs in the surrounding local area with the same or similar title and documented the decisions on compensation in the board minutes. In addition, individuals were not present when their own compensation was decided. The Board of Trustees' Compensation Committee and the HFHS President and CEO are responsible for assuring that the CEO compensation is competitive, using comparative data from the local market place, meets the guidelines of HFHS's compensation philosophy, and is not deemed excess compensation. The performance evaluation and compensation are also reviewed by HAP's Compensation Committee. The Treasurer and Secretary's compensation are based upon market research data and performance as reviewed by the HAP Compensation Committee and approved by the HAP Executive Committee. The market research data is prepared and presented by an outside consulting firm. The HAP Compensation and Executive Committees are responsible for assuring that the Officers' compensation is competitive, meets the guidelines under the HAP Compensation Philosophy, is not excess compensation, and is aligned within their respective pay grades. Key Employees compensation is based upon their pay grade, performance, and the HAP Compensation Philosophy. The performance is evaluated by the immediate supervisor and any increase is based upon the salary increase range approved by the HAP Compensation Committee. These activities are coordinated by the HAP Human Resources department.
	Form 990, Part VI, Section C, line 19	The process of making governing documents, conflict of interest policy and financial statements available to the public: HAP is committed to the idea of transparency. Therefore, HAP consistently and regularly discloses most information to our providers, consumers, and employer groups. HAP's governing documents and conflict of interest policy are available on the internet. HAP Bylaws, Articles of Incorporation, and financial statements are submitted to the Michigan Office of Financial and Insurance Regulations. They are available to the public through a Freedom of Information Act request to this agency. In addition, HAP will provide its Form 990 to anyone who requests to view it or to receive a copy of the Form 990. The Form 990 is also available for viewing on the following website: www.guidestar.org Part XI-Reconciliation of Net Assets: Line 5 - Other Changes in net assets or fund balances: Alliance Health & Life Insurance Co Net Income..$1,265,261 HAP Preferred Net Income ....................... 1,140,083 Net unrealized gains(losses) on investments .... 3,067,150 HAP Pension Adjustment.......................... (829,391) HAP Preferred Pension Adjustment ............... ( 75,782) Transfer of Equity from CuraNet, LLC ........... (164,592) Unrelated Income from Joint Ventures ........... ( 12,405) Total Adjustments ..............................4,390,324 SCHEDULE R, PART V, LINE 1D & 1E: The organization is a member of the Henry Ford Health System Obligated Group. Members of the Obligated Group are jointly and severally liable for outstanding obligations issued under the Bond Master Indenture. SCHEDULE R, PART V, LINE 2, COL. C: All transactions involved cash transfers at the time of services rendered or received. Therefore, the cash value at the time of the transactions is considered the fair market value.

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

HEALTH ALLIANCE PLAN OF MICHIGAN

Employer identification number

38-2242827

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) Henry Ford Health System One Ford Place Detroit,MI48202 38-1357020	Healthcare Service Provider	MI	501(c)(3)	3	N/A		No
(2) Henry Ford Macomb Hospital Corporation One Ford Place Detroit,MI48202 38-2947657	Healthcare Service Provider	DE	501(c)(3)	3	Henry Ford Health System		No
(3) Detroit Osteopathic Hospital Corporation One Ford Place Detroit,MI48202 38-1368330	Healthcare Service Provider	MI	501(c)(3)	3	Henry Ford Health System		No
(4) Henry Ford Health System Foundation One Ford Place Detroit,MI48202 23-7383042	Supporting Organization	MI	501(c)(3)	11a-Type 1	Henry Ford Health System		No
(5) Henry Ford Wyandotte Hospital 2333 Biddle Ave Wyandotte,MI48192 38-2791823	Healthcare Service Provider	MI	501(c)(3)	3	Henry Ford Health System		No
(6) HFHS Self Funded Liability One Ford Place Detroit,MI48202 38-6553031	Malpractice Insurance	MI	501(c)(4)	n/a	Henry Ford Health System		No
(7) Downriver Center for Oncology One Ford Place Detroit,MI48202 38-3193008	Healthcare Service Provider	MI	501(c)(3)	3	Henry Ford Health System		No
(8) Henry Ford Continuing Care One Ford Place Detroit,MI48202 38-2433285	Nursing Homes	MI	501(c)(3)	9	Henry Ford Health System		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	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(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) Shaped Beam Surgery LLC One Ford Place Detroit,MI48202 38-3570453	Operate Radiosurgery Clinic	MI	Henry Ford Health System	Related				No			No
(2) Northwest Detroit Dialysis 30100 Telegraph Bingham Farms,MI48025 38-3232668	Operate Dialysis Clinic	MI	Henry Ford Health System	Related				No			No
(3) GAM Renal LTD(Dialysis Partners of NW Ohio) 30100 Telegraph Bingham Farms,MI48025 34-1877956	Operate Dialysis Clinic	OH	Henry Ford Health System	Related				No			No
(4) Macomb Regional Dialysis Centers 16151 Nineteen Mile Rd Clinton Township,MI48038 26-0423581	Operate Dialysis Clinic	MI	Henry Ford Health System	Related				No			No

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) Alliance Health and Life Insurance Company 2850 West Grand Boulevard Detroit,MI48202 38-3291563	Health Insurance	MI	N/A	C	1,265,261	47,079,345	100.000 %
(2) HAP Preferred Inc 2850 West Grand Boulevard Detroit,MI48202 38-2513504	Provider Network Leasing	MI	N/A	C	1,140,083	6,658,907	100.000 %
(3) Sha Realty Inc One Ford Place Detroit,MI48202 38-1378121	Recreational Service - Golfing	MI	Henry Ford Health System Foundation	C
(4) Fairlane Health Services 30100 Telegraph Bingham Farms,MI48025 38-2565235	Healthcare Management	MI	Henry Ford Health System	C
(5) Horizon Properties Inc One Ford Place Detroit,MI48202 38-2679527	Real Estate - Lessor Buildings	MI	Detroit Osteopathic Hospital Corp	C
(6) First Optometry Eye Care Centers Inc 655 W13 Mile Rd Madison Heights,MI48071 38-2299059	Franchising Eye Care Centers	MI	Henry Ford Health System	C
(7) First Optometry Vision Plans Inc 655 W13 Mile Rd Madison Heights,MI48071 38-2594841	Vision Care Plans	MI	Henry Ford Health System	C
(8) Onika Insurance Ltd One Ford Place Detroit,MI48202	Captive Insurance	CJ	Henry Ford Health System	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) . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

Yes

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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) HAP Preferred Inc	M	274,524	fair market value
(2) HAP Preferred Inc	P	3,858,072	fair market value
(3) Alliance Health and Life Insurance Company	P	11,616,684	fair market value
(4) HAP Preferred Inc	O	5,889,190	fair market value
(5) Henry Ford Health System	K	154,514,439	fair market value
(6) Henry Ford Health System	L	554,216,376	fair market value
(7) Henry Ford Wyandotte	L	31,256,804	fair market value
(8) Detroit Osteopathic Hospital	L	3,274,214	fair market value
(9) Henry Ford Macomb Hospital	L	38,758,008	fair market value
(10) Henry Ford Health System	O	6,745,030	fair market value
(11) Henry Ford Health System	O	2,830,436	fair market value
(12) Henry Ford Health System	O	774,564	fair market value
(13) Henry Ford Health System	K	3,319,836	fair market value

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: