Form990
Click to see attachment
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)

MediumBullet 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:
CName of organization
PHYSICIANS HEALTH PLAN
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
PO BOX 30377
 
Room/suite
City or town, state or country, and ZIP + 4
LANSING, MI48909
D Employer identification number

38-2356288
E Telephone number

G Gross receipts $ 231,421,709
F Name and address of principal officer:
DENNIS SWAN
1215 E MICHIGAN AVENUE
LANSING,MI48912
I
Tax-exempt status: ( 4 ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.PHPMM.ORG
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1980
M State of legal domicile: MI
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: PHYSICIANS HEALTH PLAN'S MISSION IS TO IMPROVE THE HEALTH STATUS OF ITS MEMBERS BY FACILITATING QUALITY, COMPASSIONATE, ACCESSIBLE, COST EFFECTIVE HEALTHCARE.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 15
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 11
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 108
6 Total number of volunteers (estimate if necessary) ............. 6  
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b  
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) .........   0
9 Program service revenue (Part VIII, line 2g) ......... 174,089,102 215,135,024
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 1,605,378 715,086
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)   25,000
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 175,694,480 215,875,110
Expenses; 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)..... 159,384,334 199,674,863
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 6,318,529 5,995,642
16a Professional fundraising fees (Part IX, column (A), line 11e).....   0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 8,185,177 10,370,093
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 173,888,040 216,040,598
19 Revenue less expenses. Subtract line 18 from line 12....... 1,806,440 -165,488
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 79,806,013 86,786,890
21 Total liabilities (Part X, line 26)............. 23,391,547 27,350,374
22 Net assets or fund balances. Subtract line 21 from line 20..... 56,414,466 59,436,516
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
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) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
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 ...............
1
Briefly describe the organization’s mission: PHYSICIANS HEALTH PLAN'S MISSION IS TO IMPROVE THE HEALTH STATUS OF ITS MEMBERS BY FACILITATING QUALITY, COMPASSIONATE, ACCESSIBLE, COST EFFECTIVE HEALTHCARE.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
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 $ 160,727,586 including grants of $   ) (Revenue $ 167,810,609 )
PHYSICIANS HEALTH PLAN (PHP) IS OWNED BY SPARROW HEALTH SYSTEM (SPARROW) AND HOLDS A CERTIFICATE OF AUTHORITY AS AN HMO IN THE STATE OF MICHIGAN. PHP IS PRIMARILY A COMMERCIAL HMO AND ALSO OPERATES THREE SUBSIDIARIES, PHP INSURANCE COMPANY (PHPIC) A COMMERCIAL INSURANCE COMPANY, PHP FAMILYCARE (PHPFC) A MICHIGAN MEDICAID MANAGED CARE PLAN, AND PHP SERVICE COMPANY (TPA) A THIRD PARTY ADMINISTRATOR. ALL STAFFING FUNCTIONS AND REPORTING ARE ACCOMPLISHED THROUGH THE USE OF THE SAME STAFF AS PHP. UNLESS SPECIFICALLY NOTED, ALL REFERENCES TO PHP APPLY TO PHP, PHPIC, TPA, AND PHPFC. PHPS SERVICE AREA INCLUDES THE MICHIGAN COUNTIES OF INGHAM, EATON, CLINTON, SHIAWASSEE, MONTCALM, GRATIOT, IONIA, AND ISABELLA. PHPIC OFFERS PRODUCTS ACROSS MICHIGAN. THE FAMILYCARE PRODUCT IS AVAILABLE TO MEDICAID ENROLLEES IN EATON, CLINTON, INGHAM, IONIA, MONTCALM, AND SHIAWASSEE COUNTIES. THE MICHIGAN DEPARTMENT OF COMMUNITY HEALTH (MDCH) AND THE DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) APPROVED A SERVICE AREA EXPANSION OF PHPFC INTO ISABELLA COUNTY EFFECTIVE JANUARY 1, 2012. AS OF DECEMBER 31, 2012, THERE WERE APPROXIMATELY 34,000 ENROLLEES IN PHPS COMMERCIAL HMO, 12,000 IN TPA, 8,600 IN PHPIC, AND 18,000 ENROLLEES IN PHP. PHP ALSO OPERATES THE STATE OF MICHIGANS PRE-EXISTING CONDITION INSURANCE PLAN CALLED HIP MICHIGAN. PHP AND PHPFC CONTRACT DIRECTLY WITH PHYSICIANS HEALTH NETWORK (PHN), A WHOLLY OWNED SUBSIDIARY OF SPARROW. THE PHP NETWORK IS APPROXIMATELY 742 PRIMARY CARE PHYSICIANS, 1,269 SPECIALTY CARE PHYSICIANS, 333 ALLIED HEALTH PROFESSIONALS, AND 326 ORGANIZATIONAL PROVIDERS THAT INCLUDE 29 HOSPITALS. PHP CONTRACTS WITH VARIOUS HDNS WHO PROVIDE HEALTHCARE SERVICES TO MEMBERS. PHPS COMMITMENT IS TO DEVELOP AND DELIVER QUALITY MANAGED CARE PRODUCTS AT REASONABLE COSTS FOR ITS MEMBERS. PHPS SUCCESS IN MANAGING HEALTH CARE IS DUE IN PART TO THE EXTENSIVE NETWORK OF PARTICIPATING PROVIDERS IN THE HDN NETWORK. THE HMO/HDN CONTRACTUAL ARRANGEMENTS ALLOW PHP TO ARRANGE FOR HEALTHCARE TO PATIENTS COVERED BY THE STATE OF MICHIGANS MEDICAID BENEFIT PLAN. THIS ARRANGEMENT ALLOWS THE MEMBERS TO ACCESS A WIDE VARIETY OF INDEPENDENT PROVIDERS WITHIN EACH HDN INCLUDING PHYSICIANS, HOSPITALS, PHARMACIES, SKILLED NURSING FACILITIES, AND ALLIED HEALTH PROFESSIONALS. PHP MEMBERS MAY ALSO RECEIVE CARE FOR SERVICES FROM A NONPARTICIPATING PROVIDER IF SUCH REFERRAL IS RECOMMENDED BY AN HDN PARTICIPATING PHYSICIAN AND THE SERVICE REQUIRED FOR TREATMENT, AS DETERMINED BY HDN, IS NOT AVAILABLE WITHIN THE HDNS NETWORK. PHP OFFERS A VARIETY OF HEALTHCARE PROGRAMS, OR PRODUCTS TO GROUPS AND INDIVIDUALS. PHP OFFERS CHOICES THAT PROVIDE COVERAGE WITHIN THE NETWORK OF CONTRACTED HDN PROVIDERS, LIMITED COVERAGE OUTSIDE OF THE PHP NETWORK, VARIOUS LEVELS OF DEDUCTIBLES, CO-PAYMENTS, AND COVERAGE LIMITS, ALL OF WHICH ARE DESIGNED TO BE RESPONSIVE TO CUSTOMER NEEDS. PHP MEASURES THE QUALITY OF CARE PROVIDED TO ITS ENROLLEES THROUGH ANNUAL REVIEW OF INDICATORS SUCH AS: - DISEASE MANAGEMENT PROGRAM PARTICIPATION AND OUTCOMES, - QUALITY OF CARE CONCERNS, AND - HEDIS MEASURES: THE HEALTH PLAN EFFECTIVENESS DATA AND INFORMATION SET (HEDIS) IS A GROUP OF NATIONALLY RECOGNIZED MEASURES OF HEALTH PLANS PERFORMANCE IN A VARIETY OF CLINICAL AND NON-CLINICAL AREAS. PHP USES THE EFFECTIVENESS OF CARE MEASURES TO DETERMINE PROGRESS AND IMPROVEMENT IN AREAS SUCH AS: DIABETES, ASTHMA, DEPRESSION AND FOLLOW-UP AFTER MENTAL HEALTH ADMISSIONS, BREAST AND CERVICAL CANCER SCREENINGS, USE OF BETA-BLOCKERS AFTER HEART ATTACKS, CHILD AND ADOLESCENT IMMUNIZATIONS, CHOLESTEROL MANAGEMENT, CONTROLLING HIGH BLOOD PRESSURE, SMOKING CESSATION, PRENATAL AND POSTPARTUM CARE, AND TREATMENT OF CHILDHOOD RESPIRATORY INFECTIONS. PHP MEASURES THE QUALITY OF SERVICE PROVIDED TO ITS ENROLLEES BY THE REVIEW OF PERFORMANCE MEASURES RELATED TO: - ACCESS AND AVAILABILITY OF PROVIDERS, - ENROLLEE COMPLAINTS AND APPEALS, - CUSTOMER SERVICE TELEPHONE ACCESS PERFORMANCE, AND - MEMBER ASSESSMENT: THE CONSUMER ASSESSMENT OF HEALTHCARE PROVIDERS AND SYSTEMS (CAHPS) SURVEY GIVES A GENERAL INDICATION OF HOW WELL THE ORGANIZATION MEETS MEMBERS EXPECTATIONS. THE PHP QI PROGRAM IS ULTIMATELY ACCOUNTABLE TO THE BOARD OF DIRECTORS. PHP RECEIVED THE HIGHEST RATING OF EXCELLENT FROM THE UTILIZATION REVIEW ACCREDITATION COMMITTEE (URAC). THIS STATUS IS GRANTED TO HEALTH CARE PLANS THAT HAVE DEMONSTRATED CONTINUOUS QUALITY IMPROVEMENT IN THEIR PROGRAMS WHILE MEETING OR EXCEEDING URAC'S RIGOROUS ACCREDITATION STANDARDS. PHP FAMILYCARE RECEIVED AN "EXCELLENT" RATING. PHP AND PHP FAMILYCARE WERE REVIEWED BY URAC IN 2012.
4b (Code:   ) (Expenses $ 47,324,415 including grants of $   ) (Revenue $ 47,324,415 )
PHYSICIANS HEALTH PLAN ESTABLISHED AND OPERATES A TEMPORARY HIGH RISK HEALTH INSURANCE POOL PROGRAM (PHP-HRPP) IN MICHIGAN TO PROVIDE AFFORDABLE HEALTH INSURANCE COVERAGE TO CURRENTLY UNINSURED INDIVIDUALS WITH PRE- EXISTING CONDITIONS. IT IS PART OF A FEDERAL PROGRAM ESTABLISHED BY THE UNITED STATES DEPARTMENT OF HEALTH AND HUMAN SERVICES (HHS) IN RESPONSE TO THE AFFORDABLE CARE ACT. THE PROGRAM PROVIDES COVERAGE FOR ELIGIBLE INDIVIDUALS BEGINNING OCTOBER 1, 2010, THROUGH AND ENDING DECEMBER 31, 2013. AS OF DECEMBER 31, 2012, THERE WERE 2,240 MEMBERS ENROLLED IN THE PROGRAM. PHP HAS MANY INITIATIVES IN PLACE TO GROW MEMBERSHIP AND HAS SEEN SIGNIFICANT INCREASES SUBSEQUENT TO YEAR END.
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet208,052,001
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A........................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
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..........
3
 
No
4
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........
4
 
 
5
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............................
5
 
No
6
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 IClick to see attachment........................
6
 
No
7
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 IIClick to see attachment...
7
 
No
8
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....................
8
 
No
9
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 IVClick to see attachment..............
9
 
No
10
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 VClick to see attachment......
10
Yes
 
11
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.
a
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
 
b
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 VIIClick to see attachment.......
11b
 
No
c
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 VIIIClick to see attachment.......
11c
Yes
 
d
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 IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick to see attachment.........................
11f
 
No
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
Yes
 
b
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
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
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
 
No
15
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
15
 
No
16
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...
16
 
No
17
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)....
17
 
No
18
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............
18
 
No
19
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...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
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...
21
 
No
22
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........
22
 
No
23
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
23
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
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
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
 
 
d
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........
25a
 
No
b
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...................
25b
 
No
26
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..........................
26
 
No
27
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.........
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................
28b
 
No
c
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...
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
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
33
Yes
 
34
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
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
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
 
36
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.............
36
 
 
37
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 VIClick to see attachment
37
 
No
38
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. ............
38
Yes
 
Form 990 (2012)
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
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
130
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
108
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
 
 
4a
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)?..........................
4a
 
No
b
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.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
 
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
 
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
 
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
 
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
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?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
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
 
 
b
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
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
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
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
15
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.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
11
2
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? .................
2
 
No
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
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? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
Yes
 
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
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.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
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
Yes
 
b
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
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
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
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
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
 
No
b
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
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
MI
18
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.
19
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.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletDENNIS REESE1400 E MICHIGAN AVENUELANSINGMI48909 (517) 364-8400
Form 990 (2012)
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.

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

RoundBullet 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.

RoundBullet 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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) DENNIS SWAN........................................................................
PRES/CEO - S
 1.00
.......................40.00 		X           0 1,085,357 32,076
(2) SCOTT WILKERSON........................................................................
PRESIDENT/CE
 40.00
.......................5.00 		X   X       0 430,406 33,985
(3) LARRY RAWSTHORNE MD........................................................................
DIRECTOR
 1.00
.......................40.00 		X           0 299,271 32,681
(4) DAWN SPRINGER MD........................................................................
DIRECTOR
 1.00
.......................40.00 		X           0 165,728 12,898
(5) MARYLEE DAVIS PHD........................................................................
CHAIR/DIRECT
 2.00
.......................2.00 		X   X       1,338 0 0
(6) WENDELL BARRON........................................................................
DIRECTOR
 1.00
.......................1.00 		X           1,338 0 0
(7) JAMES BUTLER III........................................................................
DIRECTOR
 1.00
.......................1.00 		X           1,338 0 0
(8) RANDOLPH RIFKIN........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(9) PATRICK GRIBBEN JR........................................................................
TREASURER/DI
 1.00
.......................2.00 		X   X       0 0 0
(10) RICHARD BRUNER........................................................................
DIRECTOR
 1.00
.......................2.00 		X           0 0 0
(11) DIANA RODRIGUEZ ALGRA........................................................................
SECRETARY/DI
 1.00
.......................1.00 		X   X       0 0 0
(12) BRADLEY HOOPINGARNER MD........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(13) KENNETH RUDMAN MD........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(14) KATHLEEN CONKLIN........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(15) THOMAS HOFMAN PHD........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(16) DEBORAH MUCHMORE........................................................................
DIRECTOR
 1.00
.......................1.00 		X           0 0 0
(17) HOWARD BURGESS........................................................................
EXECUTIVE ME
 40.00
.......................5.00 		    X       0 291,118 32,028
Form 990 (2012)
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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) DENNIS REESE........................................................................
CFO
 40.00
.......................5.00 		    X       0 145,112 34,762
(19) DAVID VIS........................................................................
VP FINANCE/A
 0.00
.......................0.00 		    X       0 24,916 461
(20) GARY GONZALES........................................................................
NETWORK SERV
 40.00
.......................5.00 		        X   0 128,689 24,729
(21) KEVIN ESSENMACHER........................................................................
CONTROLLER
 40.00
.......................5.00 		        X   0 128,109 24,563
(22) ANN HUNT-FUGATE RPH........................................................................
MGR CLINICAL
 40.00
.......................5.00 		        X   126,462 0 24,422
(23) PAULA HOWARD........................................................................
SENIOR SALES
 40.00
.......................5.00 		        X   118,181 0 11,089
(24) MARY ANNE SESTI........................................................................
DIR GOVT PRO
 40.00
.......................5.00 		        X   0 107,818 33,968
(25) THOMAS OSTRANDER........................................................................
FORMER DIREC
 0.00
.......................40.00 		          X 0 324,208 37,821
(26) SANDRA WINCHELL........................................................................
FORMER VP NE
 0.00
.......................0.00 		          X 0 86,766 15,408








1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 248,657 3,217,498 350,891
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet2
Yes
No
3
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 ..............
3
Yes
 
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
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
MILLIMAN INC15800 BLUEMOUND DR STE 100BROOKFIELDWI53005 ACTUARIAL/CONS 440,561
ERNST & YOUNG LLPPO BOX 96550CHICAGOIL60693 AUDITING 204,081
FOSTER SWIFT COLLINS & SMITH313 S WASHINGTON SQUARELANSINGMI48933 LEGAL 150,219
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet3
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet  
Program Service Revenue Business Code
2a PREPAID HEALTHCARE 621990 167,810,609 167,810,609    
b HHS HRPP REIMBURSEMENT 621990 47,324,415 47,324,415    
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 215,135,024
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 698,631 -146,087   844,718
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties...........MediumBullet        
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 15,563,054  
b Less: cost or other basis and sales expenses 15,546,599  
c Gain or (loss) 16,455  
d Net gain or (loss)..........MediumBullet 16,455     16,455
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..MediumBullet      
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...MediumBullet        
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..MediumBullet        
Miscellaneous Revenue Business Code
11a OTHER REVENUE 900099 25,000 25,000    
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 25,000
12 Total revenue. See Instructions......MediumBullet 215,875,110 215,013,937   861,173
Form 990 (2012)
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 199,674,863 199,674,863
5 Compensation of current officers, directors, trustees, and key employees .... 996,802   996,802  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....        
7 Other salaries and wages 3,662,210 2,008,034 1,654,176  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 304,090 273,681 30,409  
9 Other employee benefits ....... 750,865 675,778 75,087  
10 Payroll taxes ........... 281,675 253,507 28,168  
11 Fees for services (non-employees):        
a Management ...... 3,446,366   3,446,366  
b Legal ......... 97,902 88,112 9,790  
c Accounting ........... 296,611 296,611    
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 62,158   62,158  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 383,054 383,054    
12 Advertising and promotion .... 720,479 244,963 475,516  
13 Office expenses ....... 424,453 144,314 280,139  
14 Information technology ...... 605,801 545,221 60,580  
15 Royalties ..        
16 Occupancy ........... 94,156   94,156  
17 Travel ............ 63,456   63,456  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 3,203   3,203  
20 Interest ...........        
21 Payments to affiliates ....... 430,021   430,021  
22 Depreciation, depletion, and amortization ..... 1,803,002 1,803,002    
23 Insurance .............. 57,758 57,758    
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 BROKER COMMISSONS 1,324,533 1,324,533    
b MISCELLANEOUS 557,140 278,570 278,570  
c
d
e All other expenses        
25 Total functional expenses. Add lines 1 through 24e 216,040,598 208,052,001 7,988,597 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 MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing .............   1  
2 Savings and temporary cash investments ......... 1,750,225 2 28,075,228
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 10,195,765 4 15,323,815
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 .......... 1,222,591 9 635,168
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 21,970,449
b Less: accumulated depreciation ..... 10b 16,258,868 7,965,080 10c 5,711,581
11 Investments—publicly traded securities .......... 41,516,283 11 19,366,195
12 Investments—other securities. See Part IV, line 11 .....   12  
13 Investments—program-related. See Part IV, line 11 ..... 16,101,246 13 16,059,158
14 Intangible assets ...............   14  
15 Other assets. See Part IV, line 11 ........... 1,054,823 15 1,615,745
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 79,806,013 16 86,786,890
Liabilities 17 Accounts payable and accrued expenses ......... 21,741,751 17 26,144,589
18 Grants payable .................   18  
19 Deferred revenue ................ 615,810 19 1,016,433
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 ....   24  
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.................... 1,033,986 25 189,352
26 Total liabilities. Add lines 17 through 25......... 23,391,547 26 27,350,374
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 56,414,466 27 59,436,516
28 Temporarily restricted net assets ...........   28  
29 Permanently restricted net assets ...........   29  
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 56,414,466 33 59,436,516
34 Total liabilities and net assets/fund balances ........ 79,806,013 34 86,786,890
Form 990 (2012)
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 ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
215,875,110
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
216,040,598
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-165,488
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
56,414,466
5
Net unrealized gains (losses) on investments ...............
5
3,187,538
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
 
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
59,436,516
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
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:
b
Were the organization’s financial statements audited by an independent accountant?
2b
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:
c
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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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?
3a
 
No
b
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
3b
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet 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
PHYSICIANS HEALTH PLAN
 
Employer identification number

38-2356288
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 ........    
5
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? ............
6
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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
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.
Held at the End of the 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  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
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)? .......................................
9
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.
1a
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.
b
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 $  
2
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:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
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

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
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):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
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 .... 2,641,860 1,779,759 1,550,687 1,307,182  
b Contributions ........ 147,795 796,243 163,793 134,195  
c Net investment earnings, gains, and losses 149,021 97,691 65,279 109,310  
d Grants or scholarships ..... 12,000 30,000      
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....   1,833      
g End of year balance ...... 2,926,676 2,641,860 1,779,759 1,550,687  
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet100.000 %
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
No
(ii) related organizations ........................
3a(ii)
Yes
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
Yes
 
4
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) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   455,895 455,895
b Buildings ................   4,369,072 2,960,323 1,408,749
c Leasehold improvements ............        
d Equipment ................   17,145,482 13,298,545 3,846,937
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 5,711,581
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other 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.)Small Bullet  
Part VIII
Investments—Program 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
(1) INVESTMENT IN PHP INSURANCE COMPANY 9,539,106 C
(2) INVESTMENT IN PHP FAMILYCARE 6,805,207 C
(3) INVESTMENT IN PHP SHARED SVCS 2,351 C
(4) INVESTMENT IN PHP SERVICE COMPANY -287,506 C





Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet 16,059,158
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.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
RELATED PARTY PAYABLE 189,352








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 189,352
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

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 ....... 1 219,062,648
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 3,187,538
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 3,187,538
3 Subtract line 2e from line 1..................... 3 215,875,110
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.) ...... 5 215,875,110
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1 216,040,598
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..................... 3 216,040,598
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.) ...... 5 216,040,598
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
INTENDED USES FOR ENDOWMENT FUNDS SCHEDULE D, PAGE 2, PART V, LINE 4 PHYSICIANS HEALTH PLAN DOES NOT HOLD ENDOWMENTS. THE ENDOWMENTS ARE HELD BY CLINTON MEMORIAL HOSPITAL AND SPARROW FOUNDATION. SPARROW HEALTH SYSTEM IS THE SOLE MEMBER OF PHYSICIANS HEALTH PLAN, CLINTON MEMORIAL HOSPITAL, AND SPARROW FOUNDATION. THE ENDOWMENTS ARE MAINTAINED TO PROVIDE A PERMANENT SOURCE OF INCOME WITH THE STIPULATION THE PRINCIPAL IS KEPT INTACT IN PERPETUITY AND THE INCOME GENERATED FROM INVESTMENTS OF THE ENDOWMENT FUNDS CAN BE USED FOR THE PURPOSE ESTABLISHED BY THE ENDOWMENT.
SUPPLEMENTAL FINANCIAL INFORMATION SCHEDULE D, PAGE 4, PART XIII SCHEDULE D, PART XI SEPARATE AUDITED FINANCIAL STATEMENTS WERE PREPARED FOR PHYSICIANS HEALTH PLAN UNDER STATUTORY ACCOUNTING PRINCIPLES AS PERMITTED BY THE MICHIGAN DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS). THE DIFS REQUIRES THAT INSURANCE COMPANIES DOMICILED IN THE STATE OF MICHIGAN PREPARE THEIR STATUTORY-BASIS FINANCIAL STATEMENTS IN ACCORDANCE WITH PRACTICES ESTABLISHED BY THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS. THESE PRACTICES DIFFER IN SOME RESPECTS FROM U.S. GENERALLY ACCEPTED ACCOUNTING PRACTICES. CERTAIN ADJUSTMENTS ARE REQUIRED TO COMPLY WITH STATUTORY ACCOUNTING PRINCIPLES. PHYSICIANS HEALTH PLAN WAS INCLUDED AS PART OF THE CONSOLIDATED FINANCIAL STATEMENTS OF SPARROW HEALTH SYSTEM. SPARROW HEALTH SYSTEM IS THE SOLE MEMBER OF PHYSICIANS HEALTH PLAN. THE SPARROW HEALTH SYSTEM FINANCIAL STATEMENTS WERE PREPARED USING THE U.S. GENERALLY ACCEPTED ACCOUNTING PRACTICES. THE FORM 990 FOR PHYSICIANS HEALTH PLAN HAS BEEN PRESENTED USING U.S. GENERALLY ACCEPTED ACCOUNTING PRACTICES.
Schedule D (Form 990) 2012

Additional Data


Software ID:  
Software Version:  




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
PHYSICIANS HEALTH PLAN
 
Employer identification number

38-2356288
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
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....
1b
Yes
 
2
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? .......
2
Yes
 
3
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.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
 
No
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
Yes
 
b
Any related organization? .........................
5b
Yes
 
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
Yes
 
b
Any related organization? .........................
6b
Yes
 
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
Yes
 
8
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 .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

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
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)DENNIS SWANPRESCEO - SHS (i)
(ii)		  
767,575 		 
258,277 		 
59,505 		 
18,500 		 
13,576 		 
1,117,433 		 
 
(2)SCOTT WILKERSONPRESIDENTCEOSEC (i)
(ii)		  
345,271 		 
82,836 		 
2,299 		 
18,500 		 
15,485 		 
464,391 		 
 
(3)LARRY RAWSTHORNE MDDIRECTOR (i)
(ii)		  
294,569 		 
  		 
4,702 		 
18,500 		 
14,181 		 
331,952 		 
 
(4)DAWN SPRINGER MDDIRECTOR (i)
(ii)		  
133,484 		 
29,738 		 
2,506 		 
12,264 		 
634 		 
178,626 		 
 
(5)HOWARD BURGESSEXECUTIVE MED DIRECT (i)
(ii)		  
270,745 		 
20,373 		 
  		 
18,923 		 
13,105 		 
323,146 		 
 
(6)DENNIS REESECFO (i)
(ii)		  
125,112 		 
20,000 		 
  		 
25,035 		 
9,727 		 
179,874 		 
 
(7)GARY GONZALESNETWORK SERVICE DIR (i)
(ii)		  
115,407 		 
13,282 		 
  		 
9,737 		 
14,992 		 
153,418 		 
 
(8)KEVIN ESSENMACHERCONTROLLER (i)
(ii)		  
109,859 		 
18,250 		 
  		 
10,571 		 
13,992 		 
152,672 		 
 
(9)ANN HUNT-FUGATE RPHMGR CLINICAL PHARM (i)
(ii)		 119,630
  		6,832
  		 
  		9,358
  		15,064
  		150,884
  		 
 
(10)THOMAS OSTRANDERFORMER DIRECTOR (i)
(ii)		  
284,715 		 
36,930 		 
2,563 		 
22,350 		 
15,471 		 
362,029 		 
 
(11)SANDRA WINCHELLFORMER VP NEW PRGMS (i)
(ii)		  
72,506 		 
14,260 		 
  		 
8,621 		 
6,787 		 
102,174 		 
 
Schedule J (Form 990) 2012

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
FRINGE OR EXPENSE EXPLANATION SCHEDULE J, PAGE 1, PART I, LINE 1A PHYSICIANS HEALTH PLAN PAYS SOCIAL DUES ON BEHALF OF SCOTT WILKERSON, CEO. THESE AMOUNTS ARE CONSIDERED TAXABLE COMPENSATION.
COMPENSATION CONTINGENT UPON REVENUES OF ORGANIZATION SCHEDULE J, PAGE 1, PART I, LINE 5A THE 2012 INCENTIVE COMPENSATION PLAN PAYMENTS WERE ACCRUED IN 2012 AND WILL BE PAID IN 2013. THE INCENTIVE COMPENSATION PLAN IS BASED, IN PART, ON THE OPERATING MARGIN OF SPARROW HEALTH SYSTEM, WHICH INCLUDES PHYSICIANS HEALTH PLAN AS WELL AS AFFILIATED COMPANIES.
COMPENSATION CONTINGENT UPON REVENUES OF RELATED ORG SCHEDULE J, PAGE 1, PART I, LINE 5B THE 2012 INCENTIVE COMPENSATION PLAN PAYMENTS WERE ACCRUED IN 2012 AND WILL BE PAID IN 2013. THE INCENTIVE COMPENSATION PLAN IS BASED, IN PART, ON THE OPERATING MARGIN OF SPARROW HEALTH SYSTEM, WHICH INCLUDES PHYSICIANS HEALTH PLAN AS WELL AS AFFILIATED COMPANIES.
COMPENSATION CONTINGENT UPON NET EARNINGS OF ORGANIZATION SCHEDULE J, PAGE 1, PART I, LINE 6A THE 2012 INCENTIVE COMPENSATION PLAN PAYMENTS WERE ACCRUED IN 2012 AND WILL BE PAID IN 2013. THE INCENTIVE COMPENSATION PLAN IS BASED, IN PART, ON THE OPERATING MARGIN OF SPARROW HEALTH SYSTEM, WHICH INCLUDES PHYSICIANS HEALTH PLAN AS WELL AS AFFILIATED COMPANIES.
COMPENSATION CONTINGENT UPON NET EARNINGS OF RELATED ORG SCHEDULE J, PAGE 1, PART I, LINE 6B THE 2012 INCENTIVE COMPENSATION PLAN PAYMENTS WERE ACCRUED IN 2012 AND WILL BE PAID IN 2013. THE INCENTIVE COMPENSATION PLAN IS BASED, IN PART, ON THE OPERATING MARGIN OF SPARROW HEALTH SYSTEM, WHICH INCLUDES PHYSICIANS HEALTH PLAN AS WELL AS AFFILIATED COMPANIES.
NON-FIXED PAYMENTS PROVIDED SCHEDULE J, PAGE 1, PART I, LINE 7 COMPENSATION INCLUDES BOTH BASE AND VARIABLE COMPENSATION (NON-FIXED PAYMENTS). IN ACCORDANCE WITH ITS POLICIES, ALL ELEMENTS (BASE, VARIABLE, BENEFITS, AND PERQUISITES) ARE COMPARED TO MARKET.
OTHER ADDITIONAL INFORMATION SCHEDULE J, PART III SCHEDULE J, PART I, LINE 3: SPARROW HEALTH SYSTEM IS THE SOLE MEMBER OF PHYSICIANS HEALTH PLAN. SPARROW HEALTH SYSTEM IS AN INTEGRATED NON-PROFIT ORGANIZATION THAT INCLUDES A NUMBER OF NON-PROFIT ENTITIES. THE METHODS SELECTED FOR DETERMINING THE COMPENSATION OF THE CEO/EXECUTIVE DIRECTOR ARE METHODS WHICH ARE BEING USED BY ALL SPARROW HEALTH SYSTEM RELATED ENTITIES. THOMAS OSTRANDER IS A FORMER BOARD MEMBER OF PHYSICIANS HEALTH PLAN. THE BOARD MEMBER IS BEING COMPENSATED BY SPARROW HEALTH SYSTEM AND AFFILIATES FOR SERVICES PROVIDED TO SPARROW HEALTH SYSTEM AND AFFILIATES IN POSITIONS OTHER THAN AS A BOARD MEMBER OF PHYSICIANS HEALTH PLAN. THE BOARD MEMBER IS NOT BEING COMPENSATED FOR ANY PAST SERVICES PROVIDED TO PHYSICIANS HEALTH PLAN.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
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
PHYSICIANS HEALTH PLAN
 
Employer identification number

38-2356288
Identifier Return Reference Explanation
ADDITIONAL INFORMATION FORM 990 ALL LINES LEFT BLANK ARE NOT APPLICABLE TO THE ORGANIZATION.
FIRST ACCOMPLISHMENT DESCRIPTION FORM 990, PAGE 2, PART III, LINE 4A PHPS SERVICE AREA INCLUDES THE MICHIGAN COUNTIES OF INGHAM, EATON, CLINTON, SHIAWASSEE, MONTCALM, GRATIOT, IONIA, AND ISABELLA. PHPIC OFFERS PRODUCTS ACROSS MICHIGAN. THE FAMILYCARE PRODUCT IS AVAILABLE TO MEDICAID ENROLLEES IN EATON, CLINTON, INGHAM, IONIA, MONTCALM, AND SHIAWASSEE COUNTIES. THE MICHIGAN DEPARTMENT OF COMMUNITY HEALTH (MDCH) AND THE DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS) APPROVED A SERVICE AREA EXPANSION OF PHPFC INTO ISABELLA COUNTY EFFECTIVE JANUARY 1, 2012. AS OF DECEMBER 31, 2012, THERE WERE APPROXIMATELY 34,000 ENROLLEES IN PHPS COMMERCIAL HMO, 12,000 IN TPA, 8,600 IN PHPIC, AND 18,000 ENROLLEES IN PHP. PHP ALSO OPERATES THE STATE OF MICHIGANS PRE-EXISTING CONDITION INSURANCE PLAN CALLED HIP MICHIGAN. PHP AND PHPFC CONTRACT DIRECTLY WITH PHYSICIANS HEALTH NETWORK (PHN), A WHOLLY OWNED SUBSIDIARY OF SPARROW. THE PHP NETWORK IS APPROXIMATELY 742 PRIMARY CARE PHYSICIANS, 1,269 SPECIALTY CARE PHYSICIANS, 333 ALLIED HEALTH PROFESSIONALS, AND 326 ORGANIZATIONAL PROVIDERS THAT INCLUDE 29 HOSPITALS. PHP CONTRACTS WITH VARIOUS HDNS WHO PROVIDE HEALTHCARE SERVICES TO MEMBERS. PHPS COMMITMENT IS TO DEVELOP AND DELIVER QUALITY MANAGED CARE PRODUCTS AT REASONABLE COSTS FOR ITS MEMBERS. PHPS SUCCESS IN MANAGING HEALTH CARE IS DUE IN PART TO THE EXTENSIVE NETWORK OF PARTICIPATING PROVIDERS IN THE HDN NETWORK. THE HMO/HDN CONTRACTUAL ARRANGEMENTS ALLOW PHP TO ARRANGE FOR HEALTHCARE TO PATIENTS COVERED BY THE STATE OF MICHIGANS MEDICAID BENEFIT PLAN. THIS ARRANGEMENT ALLOWS THE MEMBERS TO ACCESS A WIDE VARIETY OF INDEPENDENT PROVIDERS WITHIN EACH HDN INCLUDING PHYSICIANS, HOSPITALS, PHARMACIES, SKILLED NURSING FACILITIES, AND ALLIED HEALTH PROFESSIONALS. PHP MEMBERS MAY ALSO RECEIVE CARE FOR SERVICES FROM A NONPARTICIPATING PROVIDER IF SUCH REFERRAL IS RECOMMENDED BY AN HDN PARTICIPATING PHYSICIAN AND THE SERVICE REQUIRED FOR TREATMENT, AS DETERMINED BY HDN, IS NOT AVAILABLE WITHIN THE HDNS NETWORK. PHP OFFERS A VARIETY OF HEALTHCARE PROGRAMS, OR PRODUCTS TO GROUPS AND INDIVIDUALS. PHP OFFERS CHOICES THAT PROVIDE COVERAGE WITHIN THE NETWORK OF CONTRACTED HDN PROVIDERS, LIMITED COVERAGE OUTSIDE OF THE PHP NETWORK, VARIOUS LEVELS OF DEDUCTIBLES, CO-PAYMENTS, AND COVERAGE LIMITS, ALL OF WHICH ARE DESIGNED TO BE RESPONSIVE TO CUSTOMER NEEDS. PHP MEASURES THE QUALITY OF CARE PROVIDED TO ITS ENROLLEES THROUGH ANNUAL REVIEW OF INDICATORS SUCH AS: - DISEASE MANAGEMENT PROGRAM PARTICIPATION AND OUTCOMES, - QUALITY OF CARE CONCERNS, AND - HEDIS MEASURES: THE HEALTH PLAN EFFECTIVENESS DATA AND INFORMATION SET (HEDIS) IS A GROUP OF NATIONALLY RECOGNIZED MEASURES OF HEALTH PLANS PERFORMANCE IN A VARIETY OF CLINICAL AND NON-CLINICAL AREAS. PHP USES THE EFFECTIVENESS OF CARE MEASURES TO DETERMINE PROGRESS AND IMPROVEMENT IN AREAS SUCH AS: DIABETES, ASTHMA, DEPRESSION AND FOLLOW-UP AFTER MENTAL HEALTH ADMISSIONS, BREAST AND CERVICAL CANCER SCREENINGS, USE OF BETA-BLOCKERS AFTER HEART ATTACKS, CHILD AND ADOLESCENT IMMUNIZATIONS, CHOLESTEROL MANAGEMENT, CONTROLLING HIGH BLOOD PRESSURE, SMOKING CESSATION, PRENATAL AND POSTPARTUM CARE, AND TREATMENT OF CHILDHOOD RESPIRATORY INFECTIONS. PHP MEASURES THE QUALITY OF SERVICE PROVIDED TO ITS ENROLLEES BY THE REVIEW OF PERFORMANCE MEASURES RELATED TO: - ACCESS AND AVAILABILITY OF PROVIDERS, - ENROLLEE COMPLAINTS AND APPEALS, - CUSTOMER SERVICE TELEPHONE ACCESS PERFORMANCE, AND - MEMBER ASSESSMENT: THE CONSUMER ASSESSMENT OF HEALTHCARE PROVIDERS AND SYSTEMS (CAHPS) SURVEY GIVES A GENERAL INDICATION OF HOW WELL THE ORGANIZATION MEETS MEMBERS EXPECTATIONS. THE PHP QI PROGRAM IS ULTIMATELY ACCOUNTABLE TO THE BOARD OF DIRECTORS. PHP RECEIVED THE HIGHEST RATING OF EXCELLENT FROM THE UTILIZATION REVIEW ACCREDITATION COMMITTEE (URAC). THIS STATUS IS GRANTED TO HEALTH CARE PLANS THAT HAVE DEMONSTRATED CONTINUOUS QUALITY IMPROVEMENT IN THEIR PROGRAMS WHILE MEETING OR EXCEEDING URAC'S RIGOROUS ACCREDITATION STANDARDS. PHP FAMILYCARE RECEIVED AN "EXCELLENT" RATING. PHP AND PHP FAMILYCARE WERE REVIEWED BY URAC IN 2012.
CLASSES OF MEMBERS OR STOCKHOLDERS FORM 990, PAGE 6, PART VI, LINE 6 SPARROW HEALTH SYSTEM (SHS) IS THE PARENT AND SOLE MEMBER OF PHYSICIANS HEALTH PLAN AND HAS 100% OWNERSHIP.
ELECTION OF MEMBERS AND THEIR RIGHTS FORM 990, PAGE 6, PART VI, LINE 7A THE NON-ENROLLEE MEMBERS OF THE BOARD OF DIRECTORS OF PHYSICIANS HEALTH PLAN ARE RATIFIED BY THE BOARD OF DIRECTORS OF SPARROW HEALTH SYSTEM.
DECISIONS SUBJECT TO APPROVAL OF MEMBERS FORM 990, PAGE 6, PART VI, LINE 7B THE NON-ENROLLEE MEMBERS OF THE BOARD OF DIRECTORS OF PHYSICIANS HEALTH PLAN ARE RATIFIED BY THE BOARD OF DIRECTORS OF SPARROW HEALTH SYSTEM. THE DECISIONS OF THE PHYSICIANS HEALTH PLAN BOARD OF DIRECTORS MAY BE SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS OF SPARROW HEALTH SYSTEM.
ORGANIZATION'S PROCESS USED TO REVIEW FORM 990 FORM 990, PAGE 6, PART VI, LINE 11B COPIES OF THE 2012 FORM 990 ARE REVIEWED BY MANAGEMENT. ONCE MANAGEMENT COMPLETED ITS REVIEW OF THE FORM 990 COPIES WERE PROVIDED AT THE SEPTEMBER 2013 BOARD MEETING FOR ALL BOARD MEMBERS TO REVIEW AND COMMENT ON.
ENFORCEMENT OF CONFLICTS POLICY FORM 990, PAGE 6, PART VI, LINE 12C 1) CORPORATE COMPLIANCE SENDS OUT THE CONFLICT OF INTEREST POLICY AND QUESTIONNAIRES TO ALL VOTING BOARD MEMBERS AND THE EXECUTIVE TEAM ANNUALLY. 2) ALL DISCLOSURES ARE RECEIVED AND REVIEWED BY CORPORATE COMPLIANCE. 3) ALL DISCLOSURES ARE GIVEN A RESOLUTION CODE AND PRESENTED TO THE CEO AND GOVERNANCE COMMITTEE OF THE BOARD. 4) ALL BOARD/COMMITTEE LEVEL DISCLOSURES ARE PROVIDED TO THE RESPECTIVE BOARD CHAIR AND EXECUTIVE LIAISON TO ENSURE ISSUES CAN BE ADDRESSED ON A TRANSACTIONAL LEVEL (I.E. IF A VOTE IS REQUIRED ON A TRANSACTION INVOLVING AN INTERESTED PERSON).
COMPENSATION PROCESS FOR TOP OFFICIAL FORM 990, PAGE 6, PART VI, LINE 15A THE PROCESS FOR DETERMINING COMPENSATION FOR THE CEO OF THE ORGANIZATION INVOLVED THE FOLLOWING: UTILIZING THE COMPENSATION COMMITTEE, INDEPENDENT CONSULTANTS, REVIEWING OTHER SIMILAR ORGANIZATIONS' 990S, COMPENSATION SURVEYS, AND FINAL APPROVAL BY THE SHS BOARD OF DIRECTORS, AS WELL AS FINALIZING THE SALARY PACKAGE WITH A WRITTEN EMPLOYMENT CONTRACT.
COMPENSATION PROCESS FOR OFFICERS FORM 990, PAGE 6, PART VI, LINE 15B THE PROCESS FOR DETERMINING COMPENSATION FOR OFFICERS OR KEY EMPLOYEES OF THE ORGANIZATION INVOLVED THE FOLLOWING: UTILIZING THE COMPENSATION COMMITTEE, INDEPENDENT CONSULTANTS, REVIEWING OTHER SIMILAR ORGANIZATIONS' 990S, COMPENSATION SURVEYS, AND FINAL APPROVAL BY THE SHS BOARD OF DIRECTORS, AS WELL AS FINALIZING THE SALARY PACKAGE WITH A WRITTEN EMPLOYMENT CONTRACT.
GOVERNING DOCUMENTS DISCLOSURE EXPLANATION FORM 990, PAGE 6, PART VI, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC AS FOLLOWS: THE GOVERNING DOCUMENTS OF PHP ARE SUBMITTED TO THE DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES (DIFS). THOSE ARE PUBLICLY AVAILABLE TO INTERESTED PARTIES. THE CONFLICT OF INTEREST IS AVAILABLE THROUGH SPARROW HEALTH SYSTEM BY REQUEST TO THE SPARROW COMPLIANCE OFFICER.
RELATED ORGANIZATIONS FORM 990, PAGE 7, PART VII SPARROW HEALTH SYSTEM IS AN INTEGRATED NON-PROFIT ORGANIZATION AND IS THE PARENT CORPORATION FOR PHYSICIANS HEALTH PLAN AND OTHER RELATED ENTITIES - SEE SCHEDULE R. DENNIS SWAN IS THE PRESIDENT & CHIEF OPERATING EXECUTIVE OF SPARROW HEALTH SYSTEM AND THEREBY SERVES AS THE PRINCIPAL OFFICER WITH ULTIMATE RESPONSIBILITY FOR IMPLEMENTING THE DECISIONS OF THE GOVERNING BODY OR SUPERVISING THE MANAGEMENT, ADMINISTRATION, OR OPERATION OF ENTITIES WITHIN THE SYSTEM.
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


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SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
PHYSICIANS HEALTH PLAN
 
Employer identification number

38-2356288
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
(1) PHP SHARED SERVICES LLP
PO BOX 30377
LANSING,MI48909
38-3361367 		CONTRACTS MI 38,781 2,351 PHP
 










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?
Yes No
(1) SPARROW HEALTH SYSTEM

1215 E MICHIGAN AVENUE

LANSING,MI48912
38-2542859 		PARENT MI 501C3 11A N/A
 
No
(2) PHP FAMILYCARE

1400 E MICHIGAN AVENUE

LANSING,MI48912
36-4497604 		HMO MI 501C4   PHP
 
Yes
 
(3) PHYSICIANS HEALTH NETWORK

1400 E MICHIGAN AVENUE

LANSING,MI48912
38-2594856 		HMO MI 501C4   SHS
 
Yes
 
(4) SPARROW FOUNDATION

1110 E MICHIGAN AVENUE

LANSING,MI48912
38-6100687 		FUNDRAISE MI 501C3 11B SHS
 
Yes
 
(5) SPARROW COMMUNITY CARE

2909 E GRAND RIVER

LANSING,MI48912
38-2543305 		HOME HLTH MI 501C3 9 SHS
 
Yes
 
(6) CLINTON MEMORIAL HOSPITAL

805 S OAKLAND STREET

ST JOHNS,MI48879
38-1358172 		HLTH CARE MI 501C3 3 SHS
 
Yes
 
(7) EDWARD W SPARROW HOSPITAL

1215 E MICHIGAN AVENUE

LANSING,MI48912
38-1360584 		HLTH CARE MI 501C3 3 SHS
 
Yes
 
(8) IONIA COUNTY MEMORIAL HOSPITAL CORP

520 E WASHINGTON ST

IONIA,MI48846
38-3218134 		HLTH CARE MI 501C3 3 SHS
 
Yes
 
(9) SPARROW SPECIALTY HOSPITAL

1210 W SAGINAW

LANSING,MI48915
14-1885340 		LT ACUTE MI 501C3 3 SHS
 
Yes
 
(10) SPARROW CLINICAL RESEARCH INSTITUTE

1215 E MICHIGAN AVENUE

LANSING,MI48912
38-3075242 		RESEARCH MI 501C3 4 SHS
 
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
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



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No
(1) LANSING MEDICAL DENTAL BUILDING

2909 E GRAND RIVER
LANSING,MI48909
38-2566150 		RENTAL PRO MI N/A
         No     No  
(2) LANSING MEDICAL DENTAL BUILDING

2909 E GRAND RIVER
LANSING,MI48909
38-2566150 		RENTAL PRO MI N/A
         No     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
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) PHP INSURANCE COMPANY

1400 E MICHIGAN AVENUE
LANSING,MI48912
20-5565219 		INSURANCE MI PHP
  		C CORP 554,586 13,688,349 100.000 % Yes  
(2) PHP SERVICE COMPANY

1400 E MICHIGAN AVENUE
LANSING,MI48912
38-3344741 		MED SVS MI PHP
  		C CORP -791,584 448,015 100.000 % Yes  
(3) SPARROW DEVELOPMENT INC

1215 E MICHIGAN AVENUE
LANSING,MI48912
38-2595963 		RENTAL PRO MI N/A
         Yes  
(4) EAST LANSING ATHLETIC CLUB

2900 HANNAH BLVD
EAST LANSING,MI48823
38-2886420 		HLTH CLUB MI N/A
         Yes  
(5) MAC RESTAURANT LLC

2900 HANNAH BLVD
EAST LANSING,MI48823
20-5120690 		RESTAURANT MI N/A
         Yes  
(6) MEDICAL CENTER WEST CONDO ASSOC

1100 W SAGINAW ST
LANSING,MI48915
38-2635630 		CONDO ASSO MI N/A
         Yes  
(7) CLINTON SERVICES CORPORATION

805 S OAKLAND
ST JOHNS,MI48879
38-2494110 		SERVICES MI N/A
         Yes  
(8) PHP INSURANCE COMPANY

1400 E MICHIGAN AVENUE
LANSING,MI48912
20-5565219 		INSURANCE MI PHP
  		C CORP 554,586 13,688,349 100.000 % Yes  
(9) PHP SERVICE COMPANY

1400 E MICHIGAN AVENUE
LANSING,MI48912
38-3344741 		MED SVS MI PHP
  		C CORP -791,584 448,015 100.000 % Yes  
(10) SPARROW DEVELOPMENT INC

1215 E MICHIGAN AVENUE
LANSING,MI48912
38-2595963 		RENTAL PRO MI N/A
         Yes  
(11) EAST LANSING ATHLETIC CLUB

2900 HANNAH BLVD
EAST LANSING,MI48823
38-2886420 		HLTH CLUB MI N/A
         Yes  
(12) MAC RESTAURANT LLC

2900 HANNAH BLVD
EAST LANSING,MI48823
20-5120690 		RESTAURANT MI N/A
         Yes  
(13) MEDICAL CENTER WEST CONDO ASSOC

1100 W SAGINAW ST
LANSING,MI48915
38-2635630 		CONDO ASSO MI N/A
         Yes  
(14) CLINTON SERVICES CORPORATION

805 S OAKLAND
ST JOHNS,MI48879
38-2494110 		SERVICES MI N/A
         Yes  
Schedule R (Form 990) 2012
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
No
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 . . . . . . . . . . . . . . . . . . . . . . .
1a
 
No
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
Yes
 
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
Yes
 
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
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) PHP FAMILYCARE

 Q 5,090,190 COST
(2) PHYSICIANS HEALTH NETWORK

 M 145,999,673 COST
(3) EDWARD W SPARROW HOSPITAL

 O 266,160 COST
(4) CLINTON MEMORIAL HOSPITAL

 M 3,506,591 COST


Schedule R (Form 990) 2012
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) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(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 V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
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 Data


Software ID:  
Software Version: