TY 2012 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

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

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

CName of organization
BLUE CARE NETWORK OF MICHIGAN

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
20500 CIVIC CENTER DR MC C455

Room/suite

City or town, state or country, and ZIP + 4
SOUTHFIELD, MI48076

D Employer identification number

38-2359234

E Telephone number

G Gross receipts $ 6,376,915,823

F Name and address of principal officer:
SUSAN A KLUGE CFO TREASURER
20500 CIVIC CENTER DR
SOUTHFIELD,MI48076

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

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

Website:

WWW.BCBSM.COM

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: 1981

M State of legal domicile: MI

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: BLUE CARE NETWORK PROVIDES HEALTH CARE SERVICES TO SUBSCRIBERS THROUGH CONTRACTS IT HAS ENTERED INTO WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	18
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	16
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	42,894,075
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	2,046,068

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........		0
9	Program service revenue (Part VIII, line 2g) .........	2,647,081,152	2,691,904,745
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	25,643,482	31,951,871
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	14,902,206	26,266,185
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	2,687,626,840	2,750,122,801
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	2,226,539,279	2,222,766,645
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	116,051,229	117,419,007
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	176,087,166	233,819,217
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	2,518,677,674	2,574,004,869
19	Revenue less expenses. Subtract line 18 from line 12.......	168,949,166	176,117,932
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,309,143,675	1,583,028,246
21	Total liabilities (Part X, line 26).............	597,526,529	693,707,434
22	Net assets or fund balances. Subtract line 21 from line 20.....	711,617,146	889,320,812

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 Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

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: BLUE CARE NETWORK PROVIDES HEALTH CARE SERVICES TO SUBSCRIBERS THROUGH CONTRACTS IT HAS ENTERED INTO WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.

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 organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations 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 $ 2,410,484,885 including grants of $ ) (Revenue $ 2,731,072,803 )
	HEALTH CARE SERVICES-MEMBER BASED AS WELL AS FEE-FOR-SERVICE; 544,596 MEMBERS AND 4,619,633 AMBULATORY ENCOUNTERS.

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 expenses2,410,484,885

Form 990 (2012)

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 (see instructions)? ...

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, or have a section 501(h) election in effect during the tax year? 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 for which 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 for escrow or custodial account liability; 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 temporarily restricted endowments, permanent endowments, 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, line 10?
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

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 and XII 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 and XII 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, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........

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 United States? If “Yes,” complete Schedule F, Parts II and IV

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 United States? If “Yes,” complete Schedule F, Parts III and IV...

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 (see instructions)....

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

20a

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

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization 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, line 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 lines 24b through 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, highest 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 employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? 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 direct or indirect 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, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, 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

35b

Yes

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 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

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 ..

8,272

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

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

Yes

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

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)

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, securities account, or other financial 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 as charitable contributions?...

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. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the 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 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 (2012)

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

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

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? .

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

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

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

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

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

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

11a

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

Did 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 15a or 15b, 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,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take 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 made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

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

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

LISA ZIEGLER FINANCE SUPERVISOR20500 CIVIC CENTER DR MC C455SOUTHFIELDMI48076 (248) 455-3403

Form 990 (2012)

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. 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 organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(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) MARK R BARTLETT CPA........................................................................ DIRECTOR	2.00 .......................48.00	X		0	1,505,865	675,109
(2) KEVIN JAMES KLOBUCAR CPA........................................................................ CEO & PRES	42.00 .......................23.00	X	X	613,440	0	367,268
(3) WILLIAM H BLACK........................................................................ CHAIR & DIR	1.00 .......................1.00	X	X	48,150	77,569	0
(4) GREGORY A SUDDERTH........................................................................ VICECHAIR &	1.00 .......................2.00	X	X	14,900	105,226	91,326
(5) SARAH DOYLE........................................................................ DIRECTOR	1.00 .......................1.00	X		23,650	68,656	0
(6) SHAUNA RYDER DIGGS MD........................................................................ DIRECTOR	1.00 .......................1.00	X		27,400	29,222	0
(7) D BONTA HISCOE MD........................................................................ DIRECTOR	1.00 .......................1.00	X		31,409	2,572	0
(8) DIANA L WATSON........................................................................ DIRECTOR	1.00 .......................	X		28,990	72	0
(9) BARRY NEWCOMB........................................................................ DIRECTOR	1.00 .......................	X		28,878	72	0
(10) JAMES ROBERT DIETZ........................................................................ DIRECTOR	1.00 .......................	X		28,676	72	0
(11) JANET L HARDEN PHD........................................................................ DIRECTOR	1.00 .......................	X		27,482	72	0
(12) KEDRICK ADKINS........................................................................ DIRECTOR	1.00 .......................	X		27,400	72	0
(13) MELVIN L LARSEN........................................................................ DIRECTOR	1.00 .......................1.00	X		27,400	72	71,084
(14) VALERIAH ANN HOLMON RN........................................................................ DIRECTOR	1.00 .......................	X		26,150	72	0
(15) TEOLA PEARL HUNTER........................................................................ DIRECTOR	1.00 .......................	X		26,150	72	0
(16) ROBERT KELCH........................................................................ DIRECTOR	1.00 .......................	X		24,900	72	0
(17) GERALD KARIEM........................................................................ DIRECTOR	1.00 .......................	X		22,400	72	0

Form 990 (2012)

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 (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)					(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) JULIE A ANGOTT........................................................................ DIRECTOR	1.00 .......................2.00	X					16,596	5,697	15,075
(19) MARC KESHISHIAN MD........................................................................ CMO/SR. VP	57.00 .......................13.00		X				643,928	0	89,317
(20) SUSAN A KLUGE........................................................................ CFO & TREAS	59.00 .......................6.00		X				503,137	0	85,732
(21) JULIE C SWANTEK........................................................................ SECRETARY	27.00 .......................18.00		X				103,318	0	62,850
(22) JANET MACQUEEN........................................................................ CIO & VP	60.00 .......................			X			428,642	0	68,937
(23) CARL SIEBERS........................................................................ VP	54.00 .......................6.00			X			344,733	0	104,931
(24) GAIL ROSS........................................................................ VP	54.00 .......................6.00			X			340,325	0	102,066
(25) CARLA LAETHEM........................................................................ VP	52.00 .......................4.00			X			333,625	0	97,516
(26) ALISON POLLARD........................................................................ VP	35.00 .......................20.00			X			330,635	0	101,490
(27) SETH CRAWFORD........................................................................ VP	44.00 .......................9.00			X			324,395	0	75,680
(28) ELANA KOZIK........................................................................ VP	70.00 .......................			X			274,942	0	118,804
(29) PHILLIP GILLESPIE........................................................................ VP	50.00 .......................10.00			X			251,557	0	85,488
(30) HASHIM YAR........................................................................ MED DIR	41.00 .......................14.00				X		294,758	0	87,660
(31) ROBERT GOODMAN........................................................................ MED DIR	42.00 .......................13.00				X		291,062	0	89,453
(32) DUANE DIFRANCO........................................................................ SR MED DIR	53.00 .......................2.00				X		281,082	0	73,242
(33) BARB DERIAN........................................................................ SR DIR BUSIN	55.00 .......................				X		242,457	0	108,447
(34) DENICE LOGAN........................................................................ MED DIR	43.00 .......................2.00				X		240,435	0	30,286
(35) DANIEL LOEPP........................................................................ FORMER DIREC	4.00 .......................56.00					X	0	3,794,930	1,528,049
(36) DAVID NELSON........................................................................ FORMER OFFIC	7.00 .......................33.00					X	0	585,810	307,648
(37) KEVIN L SEITZ........................................................................ FORMER DIREC	0.00 .......................					X	0	227,115	18,600
(38) DOUGLAS WOLL MD........................................................................ FORMER OFFIC	0.00 .......................					X	226,765	0	18,600
(39) JEANNE H CARLSONCPA........................................................................ FORMER OFFIC	0.00 .......................0.00					X	0	192,196	4,260
(40) CHARLES BURKETT........................................................................ FORMER DIREC	0.00 .......................1.00					X	0	27,698	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	6,499,767	6,623,276	4,478,918

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

117

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. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
TRIZETTO GROUP INCTRIZETTO GROUP INCDEPT 2140 PO BOX 122140DEPT 2140 PO BOX 122140DALLASTX75312	SOFTWARE ADMIN	12,119,214
INOVALON INC (FKA MEDASSURANT INC)INOVALON INC (FKA MEDASSURANT INC)4321 COLLINGTON RD STE 1004321 COLLINGTON RD STE 100BOWIEMD20716	RISK ADJUSTMENT	7,962,010
THE JONAH GROUP LTDTHE JONAH GROUP LTD461 KING STREET WEST 3RD FLOOR461 KING STREET WEST 3RD FLOORTORONTOCAM5V 1K4	TECHNOLOGY SERV	4,176,755
ARROW STRATEGIES LLCARROW STRATEGIES LLCPO BOX 673519PO BOX 673519DETROITMI48267	STAFFING FIRM	2,951,180
ICONMA LLCICONMA LLC850 STEPHENSON HWY STE 612850 STEPHENSON HWY STE 612TROYMI48083	TECHNOLOGY SERV	2,326,217
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 74

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

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

				(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	PREPAID HEALTH CARE		524298	2,650,334,436	2,650,334,436
b	ADMINISTRATIVE&SUPPORT SERV		561000	41,536,434		41,536,434
c	NON-SUBSCRIBER REVENUE		524298	33,875	33,875
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			2,691,904,745
3	Investment income (including dividends, interest, and other similar amounts).......			20,045,183		995,185	19,049,998
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	3,638,699,710
b	Less: cost or other basis and sales expenses	3,626,793,022
c	Gain or (loss)	11,906,688
d	Net gain or (loss)..........			11,906,688	11,544,232	362,456
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	OTHER HEALTH CARE RELATED REV		524298	17,678,343	17,678,343
b	NET INCOME-STOP LOSS TRUST		900099	5,083,779	5,083,779
c	NET INCOME-MED MALPRAC TRUST		900099	3,504,063	3,504,063
d	All other revenue ....
e	Total. Add lines 11a–11d ......			26,266,185
12	Total revenue. See Instructions......			2,750,122,801	2,688,178,728	42,894,075	19,049,998

Form 990 (2012)

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

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 United States. See Part IV, line 21
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members	2,222,766,645	2,222,766,645
5	Compensation of current officers, directors, trustees, and key employees ....	6,499,767	4,145,110	2,354,657
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	75,179,952	47,944,662	27,235,290
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	8,161,515	2,666,569	5,494,946
9	Other employee benefits .......	21,402,065	13,658,965	7,743,100
10	Payroll taxes ...........	6,175,708	4,070,392	2,105,316
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	550,653		550,653
c	Accounting ...........	626,944	39,278	587,666
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........
12	Advertising and promotion ....	8,607,870	19,420	8,588,450
13	Office expenses .......	8,229,617	1,839,298	6,390,319
14	Information technology ......	12,679,351	8,075,255	4,604,096
15	Royalties ..
16	Occupancy ...........	6,695,057	4,020,164	2,674,893
17	Travel ............	885,364	487,678	397,686
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	187,044	118,342	68,702
20	Interest ...........	520,372		520,372
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	7,623,977	2,787,223	4,836,754
23	Insurance ..............	19,518		19,518
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	PURCHASED SERVICES	97,343,891	11,160,284	86,183,607
b	AGENT/BROKER FEES	67,782,375	67,782,375
c	TAXES AND FEES	17,411,978	17,411,978
d	UNRELATED BUS INC TAX	728,404		728,404
e	All other expenses	3,926,802	1,491,247	2,435,555
25	Total functional expenses. Add lines 1 through 24e	2,574,004,869	2,410,484,885	163,519,984	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............				1
2	Savings and temporary cash investments .........			41,876,924	2	170,453,276
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			121,416,735	4	131,015,443
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) 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 ..........			1,154,427	9	1,169,647
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	66,032,442
b	Less: accumulated depreciation .....	10b	57,234,098	12,696,578	10c	8,798,344
11	Investments—publicly traded securities ..........			1,041,083,203	11	1,180,989,543
12	Investments—other securities. See Part IV, line 11 .....			11,414,257	12	14,300,442
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............			79,501,551	14	76,301,551
15	Other assets. See Part IV, line 11 ...........				15
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,309,143,675	16	1,583,028,246
17	Accounts payable and accrued expenses .........			257,819,386	17	280,881,755
18	Grants payable .................				18
19	Deferred revenue ................			45,418,349	19	51,982,391
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other 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 ....			50,000,000	24	125,000,000
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			244,288,794	25	235,843,288
26	Total liabilities. Add lines 17 through 25.........			597,526,529	26	693,707,434
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............				27
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			10,000	30	10,000
31	Paid-in or capital surplus, or land, building or equipment fund .....			15,643,045	31	15,643,045
32	Retained earnings, endowment, accumulated income, or other funds			695,964,101	32	873,667,767
33	Total net assets or fund balances ...........			711,617,146	33	889,320,812
34	Total liabilities and net assets/fund balances ........			1,309,143,675	34	1,583,028,246

Form 990 (2012)

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

2,750,122,801

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

2,574,004,869

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

176,117,932

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

711,617,146

Net unrealized gains (losses) on investments ...............

7,287,391

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

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

-5,701,657

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

889,320,812

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?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 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?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

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 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- 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, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CARE NETWORK OF MICHIGAN

Employer identification number

38-2359234

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 can 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 education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 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, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax 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 section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, 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 (ASC 958), 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 XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), 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 (ASC 958) 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

Using the organization’s acquisition, 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 XIII.

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 XIII 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 XIII. Check here if the explanation has been provided in Part XIII ........

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and 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 current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

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 XIII the intended uses of the organization's endowment funds.

Part VI

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

Description of property		(a) Cost or other basis (investment)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	12,283,760	10,147,128	2,136,632
d	Equipment ................	16,265,691	16,190,769	74,922
e	Other .................	37,482,991	30,896,201	6,586,790
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				8,798,344

Schedule D (Form 990) 2012

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
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

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) must 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) must 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) Book value
Federal income taxes
INCURRED BENEFITS NOT YET REPORTED		235,843,288








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		235,843,288
2. Fin 48 (ASC 740) Footnote. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI 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 XIII.) ............	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 XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII 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 XIII.) ............	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 XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
LIABILITY UNDER FIN 48 FOOTNOTE	SCHEDULE D, PAGE 3, PART X	ON EXAMINATION OF ALL RELEVANT FACTS AND CIRCUMSTANCES FOR THE COMPANY'S TAX ISSUES, IT WAS DETERMINED THAT THERE WERE NO UNCERTAIN TAX POSITIONS FOR THE YEAR ENDED DECEMBER 31, 2012.

Schedule D (Form 990) 2012

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

2012

Open to Public Inspection

Name of the organization

BLUE CARE NETWORK OF MICHIGAN

Employer identification number

38-2359234

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 or provision of all of 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 filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is 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) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(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 as deferred in prior Form 990
(A) Name and Title		(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)	(F) Compensation reported as deferred in prior Form 990
(1)MARK R BARTLETT CPADIRECTOR	(i) (ii)	665,122	690,040	150,703	632,318	42,791	2,180,974
(2)KEVIN JAMES KLOBUCAR CPACEO & PRES	(i) (ii)	335,587	204,227	73,626	329,828	37,440	980,708
(3)GREGORY A SUDDERTHVICECHAIR & DIR	(i) (ii)	14,900 104,883		343	13,750 77,576		28,650 182,802
(4)MARC KESHISHIAN MDCMOSR VP	(i) (ii)	323,265	274,708	45,955	59,181	30,136	733,245
(5)SUSAN A KLUGECFO & TREAS	(i) (ii)	273,101	195,748	34,288	55,999	29,733	588,869
(6)JULIE C SWANTEKSECRETARY	(i) (ii)	93,446	9,196	676	44,860	17,990	166,168
(7)JANET MACQUEENCIO & VP	(i) (ii)	231,811	165,625	31,206	51,741	17,196	497,579
(8)CARL SIEBERSVP	(i) (ii)	189,653	136,286	18,794	81,921	23,010	449,664
(9)GAIL ROSSVP	(i) (ii)	187,083	134,439	18,803	86,284	15,782	442,391
(10)CARLA LAETHEMVP	(i) (ii)	187,876	127,428	18,321	79,342	18,174	431,141
(11)ALISON POLLARDVP	(i) (ii)	186,275	131,726	12,634	73,195	28,295	432,125
(12)SETH CRAWFORDVP	(i) (ii)	193,636	113,327	17,432	68,358	7,322	400,075
(13)ELANA KOZIKVP	(i) (ii)	151,687	109,211	14,044	90,495	28,309	393,746
(14)PHILLIP GILLESPIEVP	(i) (ii)	167,272	72,593	11,692	64,058	21,430	337,045
(15)HASHIM YARMED DIR	(i) (ii)	232,194	50,768	11,796	63,487	24,173	382,418
(16)ROBERT GOODMANMED DIR	(i) (ii)	229,876	50,162	11,024	79,972	9,481	380,515
(17)DUANE DIFRANCOSR MED DIR	(i) (ii)	228,419	47,414	5,249	50,766	22,476	354,324
(18)BARB DERIANSR DIR BUSINESS CONF	(i) (ii)	180,255	51,631	10,571	89,872	18,575	350,904
(19)DENICE LOGANMED DIR	(i) (ii)	211,374	11,734	17,327	14,843	15,443	270,721
(20)DANIEL LOEPPFORMER DIRECTOR	(i) (ii)	1,421,785	1,614,829	758,316	1,437,937	90,112	5,322,979
(21)DAVID NELSONFORMER OFFICER	(i) (ii)	325,853	217,533	42,424	273,277	34,371	893,458
(22)KEVIN L SEITZFORMER DIRECTOR	(i) (ii)		221,555	5,560		18,600	245,715
(23)DOUGLAS WOLL MDFORMER OFFICER	(i) (ii)		106,758	120,007		18,600	245,365
(24)JEANNE H CARLSONCPAFORMER OFFICERDIR	(i) (ii)		187,868	4,328		4,260	196,456
(25)CHARLES BURKETTFORMER DIRECTOR	(i) (ii)	27,626		72			27,698

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
SEVERANCE, NONQUALIFIED, AND EQUITY-BASED PAYMENTS	SCHEDULE J, PAGE 1, PART I, LINE 4	MARK R. BARTLETT, CPA 0 496,440 0 KEVIN JAMES KLOBUCAR, CPA 0 151,795 0 MARC KESHISHIAN, MD 0 39,768 0 SUSAN A. KLUGE 0 21,578 0 JANET MACQUEEN 0 10,249 0 CARL SIEBERS 0 3,366 0 GAIL ROSS 0 2,232 0 CARLA LAETHEM 0 2,115 0 ALISON POLLARD 0 1,835 0 SETH CRAWFORD 0 2,947 0 HASHIM YAR 0 3,823 0 ROBERT GOODMAN 0 5,121 0 DUANE DIFRANCO 0 2,741 0 DANIEL LOEPP 0 1,142,995 0 DAVID NELSON 0 155,288 0
OTHER ADDITIONAL INFORMATION	SCHEDULE J, PART III	FORM 990, SCHEDULE J, LINE 6A AND 6B THE ORGANIZATION DOES NOT HAVE A COMPENSATION PROGRAM BASED ON A PERCENTAGE OF NET INCOME; HOWEVER, THERE IS A COMPENSATION PROGRAM THAT IS A CAPPED PERCENTAGE OF SALARY BASED UPON A MINIMUM AND MAXIMUM NET INCOME RANGE OF THE CONTROLLED ENTITIES.

Schedule J (Form 990) 2012

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, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CARE NETWORK OF MICHIGAN

Employer identification number

38-2359234

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

Enter the amount of tax incurred by 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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)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 assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

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) BLUE CROSS BLUE SHIELD OF MICHIGAN	BUSRELATIONSHIP		SEE SCH R PART V		No
(2) BCN SERVICE COMPANY	BUSRELATIONSHIP		SEE SCH R PART V		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) 2012

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

2012

Open to Public
Inspection

Name of the organization

BLUE CARE NETWORK OF MICHIGAN

Employer identification number

38-2359234

Identifier	Return Reference	Explanation
RELATED PARTY INFORMATION AMONG OFFICERS	FORM 990, PAGE 6, PART VI, LINE 2	KEVIN JAMES KLOBUCAR, CPA SUSAN A. KLUGE CEO & PRES CFO & TREAS BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA JULIA C. SWANTEK CEO & PRES SECRETARY BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA MARC C. KESHISHIAN, MD CEO & PRES CMO BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA JULIE A. ANGOTT CEO & PRES DIRECTOR BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA WILLIAM H. BLACK CEO & PRES DIRECTOR BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA GREGORY A. SUDDERTH CEO & PRES DIRECTOR BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA MARK R. BARTLETT CEO & PRES DIRECTOR BUSINESS RELATIONSHIP SUSAN A. KLUGE JULIA C. SWANTEK CFO & TREAS SECRETARY BUSINESS RELATIONSHIP SUSAN A. KLUGE MARC KESHISHIAN, MD CFO & TREAS CMO BUSINESS RELATIONSHIP SUSAN A. KLUGE JULIE A. ANGOTT CFO & TREAS DIRECTOR BUSINESS RELATIONSHIP JULIA C. SWANTEK MARC KESHISHIAN, MD SECRETARY CMO BUSINESS RELATIONSHIP JULIA C. SWANTEK JULIE A. ANGOTT SECRETARY DIRECTOR BUSINESS RELATIONSHIP MARC KESHISHIAN, MD JULIE A. ANGOTT CMO DIRECTOR BUSINESS RELATIONSHIP WILLIAM H. BLACK GREGORY A. SUDDERTH DIRECTOR DIRECTOR BUSINESS RELATIONSHIP GREGORY A. SUDDERTH MARK R. BARTLETT DIRECTOR DIRECTOR BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA MELVIN LARSEN CEO & PRES DIRECTOR BUSINESS RELATIONSHIP MELVIN LARSEN MARK R. BARTLETT DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MELVIN LARSEN WILLIAM H. BLACK DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MELVIN LARSEN GREGORY A. SUDDERTH DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MARK R. BARTLETT WILLIAM H. BLACK DIRECTOR DIRECTOR BUSINESS RELATIONSHIP KEVIN JAMES KLOBUCAR, CPA SARAH DOYLE CEO & PRES DIRECTOR BUSINESS RELATIONSHIP MELVIN LARSEN SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP WILLIAM H. BLACK SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP GREGORY A. SUDDERTH SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MARK R. BARTLETT SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP
CLASSES OF MEMBERS OR STOCKHOLDERS	FORM 990, PAGE 6, PART VI, LINE 6	100% STOCKHOLDER: BLUE CROSS BLUE SHIELD OF MICHIGAN
ELECTION OF MEMBERS AND THEIR RIGHTS	FORM 990, PAGE 6, PART VI, LINE 7A	BLUE CROSS BLUE SHIELD OF MICHIGAN IS A 100% STOCKHOLDER AND HAS THE RIGHT TO APPOINT BOARD DIRECTORS. BCN'S MEMBERS ELECT THE REMAINING BOARD DIRECTORS.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990	FORM 990, PAGE 6, PART VI, LINE 11B	NO REVIEW WAS CONDUCTED BY THE GOVERNING BODY. THE CFO & TREASURER, SUSAN A. KLUGE, REVIEWS THE FORM 990 BEFORE IT IS FILED WITH THE INTERNAL REVENUE SERVICE.
ENFORCEMENT OF CONFLICTS POLICY	FORM 990, PAGE 6, PART VI, LINE 12C	EACH BOARD MEMBER AND CORPORATE OFFICER ANNUALLY COMPLETES A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. THE QUESTIONNAIRES ARE REVIEWED TO IDENTIFY ANY POSSIBLE CONFLICTS AND DETERMINE HOW TO RESOLVE THEM.
COMPENSATION PROCESS FOR TOP OFFICIAL	FORM 990, PAGE 6, PART VI, LINE 15A	THE COMPENSATION STRATEGY IS DESIGNED TO ENSURE THAT AN APPROPRIATE BALANCE EXISTS BETWEEN INTERNAL EQUITY CONSIDERATIONS AND MARKET COMPENSATION FACTORS AND PRACTICES. MARKET DATA FROM THIRD PARTY EXECUTIVE COMPENSATION SURVEYS AND INDEPENDENT COMPENSATION CONSULTANTS ARE USED TO DETERMINE THE PRESIDENT/CEO'S COMPENSATION. THE COMPENSATION RECOMMENDATIONS ARE REVIEWED BY BLUE CROSS BLUE SHIELD OF MICHIGAN'S (BCBSM) PERSONNEL AND COMPENSATION SUBCOMMITTEE. THE ORGANIZATION'S PRESIDENT/CEO IS ALSO AN EXECUTIVE OF THE PARENT, BCBSM, AND AS SUCH, THE COMPENSATION IS SUBJECT TO REVIEW BY THE BCBSM EXECUTIVE COMMITTEE AND/OR BCBSM BOARD OF DIRECTORS.
COMPENSATION PROCESS FOR OFFICERS	FORM 990, PAGE 6, PART VI, LINE 15B	THE COMPENSATION RECOMMENDATIONS FOR BLUE CARE NETWORK'S OFFICERS ARE REVIEWED AND APPROVED BY THE BLUE CROSS BLUE SHIELD OF MICHIGAN (BCBSM) PERSONNEL AND COMPENSATION SUBCOMMITTEE AND BY THE BLUE CARE NETWORK'S BOARD OF DIRECTORS. COMPENSATION RECOMMENDATIONS FOR BLUE CARE NETWORK'S KEY EMPLOYEE EXECUTIVES ARE REVIEWED AND APPROVED BY THE BCBSM PERSONNEL AND COMPENSATION SUBCOMMITTEE AND REQUIRES ACTION FROM THE BLUE CARE NETWORK OF MICHIGAN BOARD OF DIRECTORS.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION	FORM 990, PAGE 6, PART VI, LINE 19	GOVERNING DOCUMENTS - NO DOCUMENTS AVAILABLE TO THE PUBLIC. CONFLICT OF INTEREST POLICY - NO DOCUMENTS AVAILABLE TO THE PUBLIC. AUDITED FINANCIALS - AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS ARE AVAILABLE FROM THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS AND THE DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (FORMERLY KNOWN AS THE OFFICE OF FINANCIAL AND INSURANCE REGULATION).
RELATED ORGANIZATIONS	FORM 990, PAGE 7, PART VII	CURRENT OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES THAT ARE EMPLOYED BY THE FILING ORGANIZATION OR BY A RELATED ORGANIZATION SPLIT THEIR TIME AS NEEDED BETWEEN THE FILING ENTITY AND RELATED ORGANIZATIONS. A PER WEEK ESTIMATE FOR THE FILING ORGANIZATION AND RELATED ORGANIZATIONS IS REFLECTED ON THE FILING ENTITY'S PART VII, COLUMN B, WITH THE COMPLETE REPORTABLE COMPENSATION FROM THE FILING ORGANIZATION AND RELATED ORGANIZATIONS REFLECTED IN COLUMN D AND COLUMN E AS APPROPRIATE.
OTHER CHANGES IN NET ASSETS EXPLANATION	FORM 990, PART XI, LINE 9	MALPRACTICE GRANTOR TRUST NET INCOME -3,504,063 STOP-LOSS GRANTOR TRUST NET INCOME -5,083,779 CONSOLIDATED SUBSIDIARIES NET INCOME (BOOK) 2,886,185
ADDITIONAL INFORMATION	FORM 990, PART XII	FORM 990 IS FILED BASED ON THE GAAP METHOD OF ACCOUNTING. NO SEPARATE GAAP BASIS AUDITED FINANCIAL STATEMENTS WERE ISSUED. HOWEVER, THE GAAP TRIAL BALANCE, WITH ADDITIONAL STATUTORY BASIS ADJUSTMENTS, WAS UTILIZED BY THE INDEPENDENT AUDITORS AS A BASIS FOR THE ISSUED AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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

2012

Open to Public Inspection

Name of the organization

BLUE CARE NETWORK OF MICHIGAN

Employer identification number

38-2359234

Part I

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

(a) Name, address, and EIN (if applicable) 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" to 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 entity?
(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) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN 20500 CIVIC CENTER DRIVE 20500 CIVIC CENTER DRIVE SOUTHFIELD,MI48076 32-0026448	HMO	MI	501C4		N/A		No
(2) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC 20500 CIVIC CENTER DRIVE 20500 CIVIC CENTER DRIVE SOUTHFIELD,MI48076 38-2536979	INSURANCE	MI	501C4		N/A		No
(3) BCBS FOUNDATION OF MICHIGAN BCBSM FOUNDATION OF MICHIGAN 600 LAFAYETTE BLVD EAST 600 LAFAYETTE BLVD EAST DETROIT,MI48226 38-2338506	INSURANCE	MI	501C3	11A	N/A		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to 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	(i) Section 512(b)(13) controlled entity?
(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	Yes	No
(1) BCN SERVICE COMPANY BCN SERVICE COMPANY 20500 CIVIC CENTER DRIVE 20500 CIVIC CENTER DRIVE SOUTHFIELD,MI48076 38-3134881	TPA	MI	N/A					No
(2) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN 600 LAFAYETTE EAST 600 LAFAYETTE EAST DETROIT,MI48226 38-2069753	INSURANCE	MI	N/A					No

Schedule R (Form 990) 2012

Page 3

Part V

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

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

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 or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BCN SERVICE COMPANY BCN SERVICE COMPANY	N	2,710,320	INTERCOMPANY AGREEMENTS
(2) BCN SERVICE COMPANY BCN SERVICE COMPANY	O	14,987,642	INTERCOMPANY AGREEMENTS
(3) BCN SERVICE COMPANY BCN SERVICE COMPANY	Q	209,274,017	INTERCOMPANY AGREEMENTS
(4) BCN SERVICE COMPANY BCN SERVICE COMPANY	R	3,458,347	INTERCOMPANY AGREEMENTS
(5) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	N	540,395	INTERCOMPANY AGREEMENTS
(6) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	O	2,230,281	INTERCOMPANY AGREEMENTS
(7) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	Q	6,124,710	INTERCOMPANY AGREEMENTS
(8) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	Q	61,873	INTERCOMPANY AGREEMENTS
(9) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	L	117,845	INTERCOMPANY AGREEMENTS
(10) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	S	35,520,658	INTERCOMPANY AGREEMENTS
(11) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	R	138,657,213	INTERCOMPANY AGREEMENTS
(12) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	K	1,394,928	INTERCOMPANY AGREEMENTS
(13) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	P	939,802,141	INTERCOMPANY AGREEMENTS
(14) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	Q	21,879,355	INTERCOMPANY AGREEMENTS
(15) LIFESECURE INSURANCE COMPANY LIFESECURE INSURANCE COMPANY	S	63,796	INTERCOMPANY AGREEMENTS
(16) ACCIDENT FUND INS CO OF AMERICA ACCIDENT FUND INS CO OF AMERICA	S	2,918,711	INTERCOMPANY AGREEMENTS
(17) BCN SERVICE COMPANY BCN SERVICE COMPANY	N	2,710,320	INTERCOMPANY AGREEMENTS
(18) BCN SERVICE COMPANY BCN SERVICE COMPANY	O	14,987,642	INTERCOMPANY AGREEMENTS
(19) BCN SERVICE COMPANY BCN SERVICE COMPANY	Q	209,274,017	INTERCOMPANY AGREEMENTS
(20) BCN SERVICE COMPANY BCN SERVICE COMPANY	R	3,458,347	INTERCOMPANY AGREEMENTS
(21) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	N	540,395	INTERCOMPANY AGREEMENTS
(22) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	O	2,230,281	INTERCOMPANY AGREEMENTS
(23) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	Q	6,124,710	INTERCOMPANY AGREEMENTS
(24) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	Q	61,873	INTERCOMPANY AGREEMENTS
(25) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	L	117,845	INTERCOMPANY AGREEMENTS
(26) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	S	35,520,658	INTERCOMPANY AGREEMENTS
(27) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	R	138,657,213	INTERCOMPANY AGREEMENTS
(28) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	K	1,394,928	INTERCOMPANY AGREEMENTS
(29) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	P	939,802,141	INTERCOMPANY AGREEMENTS
(30) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	Q	21,879,355	INTERCOMPANY AGREEMENTS
(31) LIFESECURE INSURANCE COMPANY LIFESECURE INSURANCE COMPANY	S	63,796	INTERCOMPANY AGREEMENTS
(32) ACCIDENT FUND INS CO OF AMERICA ACCIDENT FUND INS CO OF AMERICA	S	2,918,711	INTERCOMPANY AGREEMENTS
(33) BCN SERVICE COMPANY BCN SERVICE COMPANY	N	2,710,320	INTERCOMPANY AGREEMENTS
(34) BCN SERVICE COMPANY BCN SERVICE COMPANY	O	14,987,642	INTERCOMPANY AGREEMENTS
(35) BCN SERVICE COMPANY BCN SERVICE COMPANY	Q	209,274,017	INTERCOMPANY AGREEMENTS
(36) BCN SERVICE COMPANY BCN SERVICE COMPANY	R	3,458,347	INTERCOMPANY AGREEMENTS
(37) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	N	540,395	INTERCOMPANY AGREEMENTS
(38) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	O	2,230,281	INTERCOMPANY AGREEMENTS
(39) BLUE CROSS COMPLETE OF MICHIGAN BLUE CROSS COMPLETE OF MICHIGAN	Q	6,124,710	INTERCOMPANY AGREEMENTS
(40) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	Q	61,873	INTERCOMPANY AGREEMENTS
(41) BLUE CARE OF MICHIGAN INC BLUE CARE OF MICHIGAN INC	L	117,845	INTERCOMPANY AGREEMENTS
(42) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	S	35,520,658	INTERCOMPANY AGREEMENTS
(43) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	R	138,657,213	INTERCOMPANY AGREEMENTS
(44) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	K	1,394,928	INTERCOMPANY AGREEMENTS
(45) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	P	939,802,141	INTERCOMPANY AGREEMENTS
(46) BLUE CROSS BLUE SHIELD OF MICHIGAN BLUE CROSS BLUE SHIELD OF MICHIGAN	Q	21,879,355	INTERCOMPANY AGREEMENTS
(47) LIFESECURE INSURANCE COMPANY LIFESECURE INSURANCE COMPANY	S	63,796	INTERCOMPANY AGREEMENTS
(48) ACCIDENT FUND INS CO OF AMERICA ACCIDENT FUND INS CO OF AMERICA	S	2,918,711	INTERCOMPANY AGREEMENTS

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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)	(e) Are all partners section 501(c)(3) organizations?		(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 entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(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

Schedule R (Form 990) 2012

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 INFORMATION	SCHEDULE R	FORM 990 PART I SUMMARY AND PART VIII LINE 12 BLUE CARE NETWORK OF MICHIGAN BCN IS A GRANTOR IN TWO GRANTOR TRUSTS BLUE CARE NETWORK MEDICAL MALPRACTICE SELFINSURANCE TRUST EIN XXX-XX-XXXX AND BLUE CARE NETWORK STOPLOSS CASUALTY SELFINSURANCE TRUST EIN XXX-XX-XXXX AS SUCH BCN IS REQUIRED TO INCLUDE AND REPORT THEIR ALLOCABLE SHARE OF ALL GRANTOR TRUST INCOME AND EXPENSES IN THEIR INDIVIDUAL TAX RETURN SUMMARIZED BELOW ARE THE INCOME AND EXPENSE ITEMS FROM THESE TWO TRUSTS THAT HAVE BEEN INCLUDED IN PART 1 SUMMARY AND PART VIII LINE 12 OF FORM 990 FOR BCN FOR 2012 MEDICAL STOP MALPRACTICE LOSS TRUST TRUST TOTAL DESCRIPTION INVESTMENT INCOME INTEREST INCOME 2748112 1689652 4437764 CAPITAL GAINSLOSSES SHORTTERM 207625 435227 642852 LONGTERM 462239 391191 853430 TOTAL INVESTMENT INCOME 3417976 2516070 5934046 OTHER INCOME PREMIUM RECEIVED 961 35262216 35263177 TOTAL INCOME 3418937 37778286 41197223 EXPENSES CLAIMS EXPENSE 208916 32577023 32368107 MANAGEMENT FEES 109717 102999 212716 GENERAL ADMINISTRATIVE 14073 14485 28558 TOTAL EXPENSES 85126 32694507 32609381 NET INCOME LOSS 3504063 5083779 8587842

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