Form990
Click to see attachment
Department of the TreasuryInternal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
MediumBullet Do not enter social security numbers on this form as it may be made public.
MediumBullet Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2018
Open to Public Inspection
A For the 2019 calendar year, or tax year beginning 01-01-2018 , and ending 12-31-2018
BCheck if applicable:
CName of organization
BLUE CARE NETWORK OF MICHIGAN
 
 
Doing business as
 
 
Number and street (or P.O. box if mail is not delivered to street address)
20500 CIVIC CENTER DR MC C455
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
SOUTHFIELD, MI48076
D Employer identification number

38-2359234
E Telephone number

G Gross receipts $ 6,794,010,213
F Name and address of principal officer:
JAMES PETER KALLASVP FINANCETREAS
20500 CIVIC CENTER DR MC 455
SOUTHFIELD,MI48076
I
Tax-exempt status: ( 4 ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.BCBSM.COM
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:  
L Year of formation: 1981
M State of legal domicile: MI
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: BLUE CARE NETWORK PROVIDES HEALTH CARE SERVICES TO SUBSCRIBERS THROUGH CONTRACTS IT HAS ENTERED INTO WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.
2 Check this box 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 12
5 Total number of individuals employed in calendar year 2018 (Part V, line 2a) ...... 5 0
6 Total number of volunteers (estimate if necessary) ............. 6  
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 9,806,211
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 1,142,288
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) .........   0
9 Program service revenue (Part VIII, line 2g) ......... 3,654,935,061 4,324,394,514
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 47,362,016 69,058,118
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 21,359 14,623
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) 3,702,318,436 4,393,467,255
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)..... 2,961,409,727 3,444,077,339
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 85,018,562 49,776,738
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).... 419,680,197 631,702,812
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 3,466,108,486 4,125,556,889
19 Revenue less expenses. Subtract line 18 from line 12....... 236,209,950 267,910,366
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 2,252,778,635 2,499,496,688
21 Total liabilities (Part X, line 26)............. 747,724,425 795,182,644
22 Net assets or fund balances. Subtract line 21 from line 20..... 1,505,054,210 1,704,314,044
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 (2018)
Form 990 (2018)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III..............
1
Briefly describe the organization’s mission: BLUE CARE NETWORK PROVIDES HEALTH CARE SERVICES TO SUBSCRIBERS THROUGH CONTRACTS IT HAS ENTERED INTO WITH VARIOUS PHYSICIAN GROUPS, HOSPITALS, AND OTHER HEALTH CARE PROVIDERS.
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 $ 3,880,754,357 including grants of $   ) (Revenue $ 4,285,563,376 )
BCN'S PROGRAM SERVICE ACCOMPLISHMENTS SUPPORT PEOPLE HELPING PEOPLE TO PROMOTE HEALTH AND PEACE OF MIND THROUGH HIGH QUALITY CARE AND SERVICE, PARTNERING TO MAINTAIN AND IMPROVE HEALTH. BCN 2018 HEALTH CARE SERVICES-MEMBER BASED AS WELL AS FEE-FOR-SERVICE; 738,743 MEMBERS AND 6,820,476 AMBULATORY ENCOUNTERS. 2018 COMMUNITY BENEFIT - BCN PARTICIPATED IN NEARLY 100 SEPARATE ACTIVITIES,TOTALING OVER 380,000, THROUGH COMMUNITY OUTREACH AND CHARITABLE CONTRIBUTIONS, TO BENEFIT THE GENERAL PUBLIC AND SUPPORT WELLNESS, INCLUDING CONNECTIONS WITH INDIVIDUALS AND SMALL BUSINESSES, SUPPORTING MULTIPLE HEALTH INITIATIVES. 2018 SOCIAL MISSION AND PUBLIC AFFAIRS - BCN CONTRIBUTED 85 MILLION TO SUPPORT SOCIAL MISSION. BCN IS COMMITTED TO IMPROVE THE HEALTH OF MICHIGAN RESIDENTS, WITH SPECIAL EMPHASIS ON THE HEALTH AND WELLNESS OF CHILDREN AND SENIORS, WHILE REDUCING THE COST OF HEALTH CARE. PROACTIVE INITIATIVES INCLUDE NUTRITION AND HEALTHY LIFESTYLES, HEALTHY AGING AND MENTAL HEALTH. PRINCIPLES INCLUDE EMPOWERING INDIVIDUALS AND COMMUNITIES TO TAKE ACTIVE ROLES IN CREATING A CULTURE OF HEALTH AND PROVIDING LEADERSHIP AS AN INFORMED CONVENER & EDUCATOR TO HELP RAISE AWARENESS AND UNDERSTANDING OF IMPORTANT HEALTH ISSUES AND EFFECTIVE APPROACHES.
4b (Code:   ) (Expenses $ 29,044,430 including grants of $   ) (Revenue $ 48,578,423 )
PROGRAM EXPENSES RELATED TO SELF-FUNDED BUSINESS AS A RESULT OF A RECENT CHANGE IN THE MICHIGAN INSURANCE CODE, HEALTH MAINTENANCE ORGANIZATIONS ARE PERMITTED TO DIRECLTY CONTRACT WITH GROUPS TO ADMINISTER SELF-FUNDED GROUP HEALTH PLANS. EFFECTIVE JANUARY 1, 2018 BCN BEGAN PROVIDING ADMINISTERING SERVICE ONLY(ASO)PLANS THAT ARE SUBSTANTIALLY RELATED TO BCN'S EXEMPT PURPOSES OF AS A 501(C)(4) ENTITY. BCN IS PROVIDING THE SAME CLAIMS PROCESSING, ADMINISTRATIVE SERVICES AND PROVIDER NETWORK FOR ITS ASO CUSTOMERS AS IT DOES FOR THE UNDERWRITTEN CUSTOMERS.
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet3,909,798,787
Form 990 (2018)
Form 990 (2018)
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 IIIClick 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
 
No
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
 
No
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
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
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 other assistance to or for any foreign organization? 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 other assistance to or for foreign individuals? 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
 
 
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government 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 or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
Form 990 (2018)
Form 990 (2018)
Page 4
Part IV
Checklist of Required Schedules (continued)
Yes
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 25a...............
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), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I............ Click to see attachment
25a
 
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...................Click to see attachment
25b
 
No
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If "Yes," complete Schedule L, Part II................Click to see attachment
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......... Click to see attachment
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........................Click to see attachment
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV.....................Click to see attachment
28b
 
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... Click to see attachment
28c
Yes
 
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
 
No
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
 
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
2,728
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
 
Form 990 (2018)
Form 990 (2018)
Page 5
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
0
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
 
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
Yes
 
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 FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).
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
 
No
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
 
No
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
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................
7g
 
No
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................
7h
 
No
8
Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? .........................
8
 
 
9a
Did the sponsoring organization make any taxable distributions under section 4966?...
9a
 
 
b
Did the sponsoring 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
 
 
15
Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? If "Yes," see instructions and file Form 4720, Schedule N .....
15
Yes
 
16
Is the organization an educational institution subject to the section 4968 excise tax on net investment income?
If "Yes," complete Form 4720, Schedule O ................
16
 
No
Form 990 (2018)
Form 990 (2018)
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 or note to any line 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
12
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
Yes
 
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
 
No
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
 
No
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
18
Section 6104 requires an organization to make its Form 1023 (or 1024-A 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, address, and telephone number of the person who possesses the organization's books and records:
MediumBulletLISA ZIEGLER FINANCE MANAGER20500 CIVIC CENTER DR MC C455   SOUTHFIELD,MI48076 (248) 455-3403
Form 990 (2018)
Form 990 (2018)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line 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; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) MARK R BARTLETT CPA......................................................................
DIRECTOR
 2.00
.................
48.00 		X           0 4,854,873 154,288
(2) KENNETH DALLAFIOR......................................................................
EVP PRES HEA
 1.00
.................
44.00 		X           0 4,654,439 240,288
(3) TIFFANY OTIS-ALBERT......................................................................
VP & PRES &
 40.00
.................
11.00 		X   X       0 912,949 79,940
(4) GREGORY A SUDDERTH......................................................................
VICECHAIR/DI
 2.00
.................
4.00 		X           50,000 191,007 200,000
(5) WILLIAM H BLACK......................................................................
CHAIR & DIR
 1.00
.................
2.00 		X           90,000 113,820 0
(6) SARAH DOYLE......................................................................
DIRECTOR
 1.00
.................
1.00 		X           50,000 117,572 0
(7) JULIE A ANGOTT......................................................................
DIRECTOR
 1.00
.................
1.00 		X           56,183 18,750 0
(8) SHAUNA RYDER DIGGS MD......................................................................
DIRECTOR
 1.00
.................
1.00 		X           38,138 26,500 18,500
(9) DAVID BING......................................................................
DIRECTOR
 1.00
.................
  		X           58,839 0 0
(10) MELVIN L LARSEN......................................................................
DIRECTOR
 2.00
.................
2.00 		X           55,000 72 128,750
(11) JANET L HARDEN PHD......................................................................
DIRECTOR
 1.00
.................
  		X           54,285 0 0
(12) VALERIAH ANN HOLMON RN......................................................................
DIRECTOR
 1.00
.................
  		X           50,263 0 0
(13) ROBERT KELCH......................................................................
DIRECTOR
 1.00
.................
  		X           50,072 0 0
(14) PAULA MANDERFIELD......................................................................
DIRECTOR
 1.00
.................
  		X           37,510 0 17,600
(15) MARY ANN WEAVER......................................................................
DIRECTOR
 1.00
.................
  		X           31,572 0 18,500
(16) DIANA L WATSON......................................................................
DIRECTOR
  
.................
  		X           0 0 0
(17) JAMES ROBERT DIETZ......................................................................
DIRECTOR
  
.................
  		X           0 0 0
Form 990 (2018)
Form 990 (2018)
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; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) MARC KESHISHIAN MD........................................................................
CMO/SR. VP
 15.00
.......................56.00 		    X       0 1,144,380 140,344
(19) JAMES PETER KALLAS........................................................................
VP FINANCE&T
 40.00
.......................21.00 		    X       0 620,412 28,627
(20) SHEELA MANYAM........................................................................
SR. DIR CORP
 65.00
.......................1.00 		    X       0 253,223 24,263
(21) KEVIN JAMES KLOBUCAR........................................................................
FORMER OFF-C
 5.00
.......................60.00 		          X 0 2,871,208 282,686
(22) LISA HARDY........................................................................
FORMER OFF-V
  
.......................55.00 		          X 0 490,945 38,846
(23) SUSAN A KLUGE........................................................................
FORMER OFF-C
  
.......................   		          X 0 216,497 0
(24) SETH CRAWFORD........................................................................
FORMER KEY-V
  
.......................   		          X 0 746,769 -318
(25) ALISON POLLARD........................................................................
FORMER KEY-V
  
.......................   		          X 0 604,600 106,566
(26) CARL SIEBERS........................................................................
FORMER KEY-V
 25.00
.......................35.00 		          X 0 533,927 67,335
(27) PHILLIP GILLESPIE........................................................................
FORMER KEY-V
 50.00
.......................10.00 		          X 0 454,479 38,531
(28) CARLA LAETHEM........................................................................
FORMER KEY-V
  
.......................   		          X 0 194,153 0
(29) GAIL ROSS........................................................................
FORMER KEY-V
  
.......................   		          X 0 126,743 0
(30) DUANE DIFRANCO........................................................................
FORMER HCE-S
 40.00
.......................10.00 		          X 0 456,732 57,875
(31) RAJESH VUNNAM........................................................................
FORMER HCE-S
 20.00
.......................28.00 		          X 0 378,360 20,337
(32) HASHIM YAR........................................................................
FORMER HCE-M
 40.00
.......................15.00 		          X 0 372,258 85,203
(33) ROBERT GOODMAN........................................................................
FORMER HCE-M
 30.00
.......................20.00 		          X 0 368,544 43,458
(34) FELICIA WILLIAMS........................................................................
FORMER HCE-M
 50.00
.......................   		          X 0 356,988 33,097
(35) WILLIAM BEECROFT........................................................................
FORMER HCE-M
 20.00
.......................   		          X 0 356,904 44,409
(36) DENICE LOGAN........................................................................
FORMER HCE-M
 43.00
.......................2.00 		          X 0 334,072 52,815
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)...........MediumBullet 621,862 21,771,176 1,921,940
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet  
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
ICONMA LLC
ICONMA LLC
850 STEPHENSON HWY 612
850 STEPHENSON HWY 612
TROY,MI48083 		STAFFING FIRM 26,349,409
TESSELLATE LLC
TESSELLATE LLC
PO BOX 40725
PO BOX 40725
LANSING,MI48901 		DATA MGMT RISK 15,713,621
COGNIZANT TRIZETTO SOFTWARE GROUP
COGNIZANT TRIZETTO SOFTWARE GROUP
28125 NETWORK PLACE
28125 NETWORK PLACE
CHICAGO,IL60673 		SOFTWARE ADMIN 15,286,636
ARROW STRATEGIES LLC
ARROW STATGIES LLC
27777 FRANKLIN ROAD SUITE 1200
27777 FRANKLIN ROAD SUITE 1200
SOUTHFIELD,MI48034 		CONSULTING 6,335,194
EPITEC INC
EPITEC INC
24800 DENSO DRIVE SUITE 150
24800 DENSO DRIVE SUITE 150
SOUTHFIELD,MI48033 		CONSULTING 6,132,010
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet165
Form 990 (2018)
Form 990 (2018)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII.............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512 - 514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues..1b  
c Fundraising events..1c  
d Related organizations1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and similar amounts not included above1f  
g Noncash contributions included in lines 1a - 1f:$  
h Total. Add lines 1a-1f.......MediumBullet  
Program Service RevenueAmt Business Code
2a PREPAID HEALTH CARE 524298 4,266,277,616 4,266,277,616    
b SELF-FUNDED REVENUE 524292 48,578,422 48,578,422    
c ADMINISTRATIVE AND SUPPORT 561000 9,534,356   9,534,356  
d NON-SUBSCRIBER REVENUE 524298 4,120 4,120    
e
f All other program service revenue.        
g Total. Add lines 2a–2f ....MediumBullet 4,324,394,514
OtherAmtRevenueAmt 3 Investment income (including dividends, interest, and othersimilar amounts) ......MediumBullet 60,703,186   1,377,730 59,325,456
4 Income from investment of tax-exempt bond proceedsMediumBullet        
5 Royalties...........MediumBullet        
(ii) Personal (i) Real
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss)......MediumBullet        
(ii) Other (i) Securities
7a Gross amount from sales of assets other than inventory   2,408,897,890
b Less: cost or other basis and sales expenses   2,400,542,958
c Gain or (loss)   8,354,932
d Net gain or (loss).....MediumBullet 8,354,932 9,453,374 -1,098,442  
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        
Business Code Miscellaneous Revenue
11a OTHER HEALTH CARE RELATED REV 524298 22,056 22,056    
b PARTNERSHIP K-1 UBI SEE SCHED 900099 -7,433   -7,433  
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 14,623
12 Total revenue. See Instructions......MediumBullet 4,393,467,255 4,324,335,588 9,806,211 59,325,456
Form 990 (2018)
Form 990 (2018)
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 or note to any line 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 domestic organizations and domestic governments. See Part IV, line 21    
2 Grants and other assistance to domestic individuals. See Part IV, line 22    
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.    
4 Benefits paid to or for members 3,444,077,339 3,444,077,339
5 Compensation of current officers, directors, trustees, and key employees .... 2,408,446 919,936 1,488,510  
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 27,599,010 10,541,782 17,057,228  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 10,112,091 6,365,173 3,746,918  
9 Other employee benefits ....... 7,801,757 3,088,334 4,713,423  
10 Payroll taxes ........... 1,855,434 681,681 1,173,753  
11 Fees for services (non-employees):        
a Management ......        
b Legal .........        
c Accounting ........... 770,040   770,040  
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ......        
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)        
12 Advertising and promotion .... 3,908,659   3,908,659  
13 Office expenses ....... 10,118,120 818,670 9,299,450  
14 Information technology ...... 11,480,993 6,064,793 5,416,200  
15 Royalties ..        
16 Occupancy ........... 5,255,924 2,490,293 2,765,631  
17 Travel ............ 436,091 86,167 349,924  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials .        
19 Conferences, conventions, and meetings .... 98,883 30,020 68,863  
20 Interest ........... 790,835   790,835  
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization .. 8,918,481 1,946,558 6,971,923  
23 Insurance ... 13,202 202 13,000  
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 UNRELATED BUS INC TAX,NET 395,127   395,127  
b PURCHASED SERVICES 311,028,310 157,774,628 153,253,682  
c AGENT/BROKER FEES 97,979,247 97,979,247    
d TAXES AND FEES 85,263,761 85,263,761    
e All other expenses 95,245,139 91,670,203 3,574,936  
25 Total functional expenses. Add lines 1 through 24e 4,125,556,889 3,909,798,787 215,758,102 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 (2018)
Form 990 (2018)
Page 11
Part X
Balance Sheet
Check if Schedule O contains a response or note to any line in this Part IX..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ........   1  
2 Savings and temporary cash investments ......... 164,306,763 2 175,793,920
3 Pledges and grants receivable, net ......   3  
4 Accounts receivable, net ............. 132,387,362 4 197,658,205
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 .... 3,155,093 7 3,155,093
8 Inventories for sale or use ........   8  
9 Prepaid expenses and deferred charges ...... 2,928,617 9 1,143,937
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 70,488,302
b Less: accumulated depreciation 10b 40,017,356 37,049,518 10c 30,470,946
11 Investments—publicly traded securities . 1,833,096,978 11 2,027,772,836
12 Investments—other securities. See Part IV, line 11 ..... 16,240,950 12 200
13 Investments—program-related. See Part IV, line 11 ..   13  
14 Intangible assets ............... 63,501,551 14 63,501,551
15 Other assets. See Part IV, line 11 ........... 111,803 15  
16 Total assets. Add lines 1 through 15 (must equal line 34)... 2,252,778,635 16 2,499,496,688
Liabilities 17 Accounts payable and accrued expenses ..... 292,772,617 17 319,723,664
18 Grants payable ...   18  
19 Deferred revenue ......... 89,723,647 19 101,828,148
20 Tax-exempt bond liabilities .........   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D   21  
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L..   22  
23 Secured mortgages and notes payable to unrelated third parties ..   23  
24 Unsecured notes and loans payable to unrelated third parties .. 50,000,000 24 50,000,000
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D 315,228,161 25 323,630,832
26 Total liabilities. Add lines 17 through 25.. 747,724,425 26 795,182,644
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   27  
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 ..... 10,000 30 10,000
31 Paid-in or capital surplus, or land, building or equipment fund ... 152,151,492 31 152,201,493
32 Retained earnings, endowment, accumulated income, or other funds 1,352,892,718 32 1,552,102,551
33 Total net assets or fund balances ........... 1,505,054,210 33 1,704,314,044
34 Total liabilities and net assets/fund balances ........ 2,252,778,635 34 2,499,496,688
Form 990 (2018)
Form 990 (2018)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
4,393,467,255
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
4,125,556,889
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
267,910,366
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
1,505,054,210
5
Net unrealized gains (losses) on investments ...............
5
-74,813,238
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
6,162,706
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
1,704,314,044
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line 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 (2018)
Form 990 (2018)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," on 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 Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public Inspection
Name of the organization
BLUE CARE NETWORK OF MICHIGAN
 
Employer identification number

38-2359234
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate value of contributions to (during year)    
3 Aggregate value of 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" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on 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)
Revenue included on 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
Revenue included on 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) 2018

Schedule D (Form 990) 2018
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" on 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, for escrow or custodial account liability? ...
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" on Form 990, Part IV, line 10.
(a)Current year (b)Prior year (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ...          
c Net investment earnings, gains, and losses          
d Grants or scholarships ...          
e Other expenditures for facilities
and programs ... 		         
f Administrative expenses ....          
g End of year balance ......          
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 Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages on 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)
 
 
(ii) related organizations .................
3a(ii)
 
 
b
If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. 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 .....      
b Buildings ....        
c Leasehold improvements 41,698,181   16,636,655 25,061,526
d Equipment .... 1,274,704   962,686 312,018
e Other ..... 27,515,417   22,418,015 5,097,402
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..SchDMdBullet 30,470,946
Schedule D (Form 990) 2018

Schedule D (Form 990) 2018
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) Financial derivatives.........    
(2) Closely-held equity interests........    
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet  
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
(1) Federal income taxes 27,581
INCURRED BENEFITS NOT YET REPORTED 323,603,251
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 323,630,832
2. Liability for uncertain tax positions. 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) 2018

Schedule D (Form 990) 2018
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 4,338,386,098
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains (losses) on investments .... 2a -22,043,806
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d -33,037,351
e Add lines 2a through 2d ..................... 2e -55,081,157
3 Subtract line 2e from line 1.................. 3 4,393,467,255
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 4,393,467,255
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 4,092,461,979
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 -33,094,910
e Add lines 2a through 2d.................... 2e -33,094,910
3 Subtract line 2e from line 1................... 3 4,125,556,889
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 4,125,556,889
Part XIII
Supplemental Information
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.
Return Reference Explanation
SCHEDULE D, PAGE 3, PART X ON EXAMINATION OF ALL RELEVANT FACTS AND CIRCUMSTANCES FOR THE COMPANY'S TAX ISSUES, IT WAS DETERMINED THAT THERE WERE NO MATERIAL UNCERTAIN TAX POSITIONS FOR THE YEAR ENDED DECEMBER 31, 2018.
SCHEDULE D, PAGE 4, PART XI, LINE 2D AUDITED STATEMENTS - UBI INCOME WITHIN EXPENSE -9,534,356 AUDITED STATEMENTS -NET REVENUE RELATED TO MERGED ENTITIES 239,590 AUDITED STATEMENTS - NET INVESTMENT EXPENSE WITHIN INCOME -1,679,096 AUDITED STATEMENTS - CONTRA-REVENUE WITHIN INCOME -22,063,489
SCHEDULE D, PAGE 4, PART XII, LINE 2D AUDITED STATEMENTS - CONTRA-REVENUE EXPENSE WITHIN INCOME -22,063,489 AUDITED STATEMENTS - NET INVESTMENT EXPENSE WITHIN INCOME -1,679,096 AUDITED STATEMENTS - UBI INCOME WITHIN EXPENSE -9,534,356 AUDITED STATEMENTS -NET EXPENSE RELATED TO MERGED ENTITIE 169,801 NET EXPENSE RELATED TO MERGED ENTITIES 12,230
Schedule D (Form 990) 2018


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" on Form 990, Part IV, line 23.
SchJMediumBullet Attach to Form 990.
SchJMediumBullet Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2018
Open to Public Inspection
Name of the organization
BLUE CARE NETWORK OF MICHIGAN
 
Employer identification number

38-2359234
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 on 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
directors, trustees, officers, including 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 on 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
Yes
 
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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on 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
 
No
b
Any related organization? .......................
5b
 
No
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on 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
 
No
b
Any related organization? ......................
6b
 
No
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported on 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" on 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) 2018

Schedule J (Form 990) 2018
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 on 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 in column (B) reported as deferred on prior Form 990
(i) Base
compensation 		(ii) Bonus & incentive
compensation 		(iii) Other reportable compensation
1MARK R BARTLETT CPA
DIRECTOR 		(i)

(ii)		  
-------------
900,000 		 
-------------
3,595,046 		 
-------------
359,827 		 
-------------
65,621 		 
-------------
88,667 		 
-------------
5,009,161 		 
-------------
 
2KENNETH DALLAFIOR
EVP PRES HEALTH PLAN 		(i)

(ii)		  
-------------
900,000 		 
-------------
3,382,241 		 
-------------
372,198 		 
-------------
141,528 		 
-------------
98,760 		 
-------------
4,894,727 		 
-------------
 
3TIFFANY OTIS-ALBERT
VP & PRES & CEO BCN 		(i)

(ii)		  
-------------
421,691 		 
-------------
388,572 		 
-------------
102,686 		 
-------------
39,791 		 
-------------
40,149 		 
-------------
992,889 		 
-------------
 
4GREGORY A SUDDERTH
VICECHAIR/DIR 		(i)

(ii)		 50,000
-------------
182,000 		 
-------------
  		 
-------------
9,007 		 
-------------
200,000 		 
-------------
  		50,000
-------------
391,007 		 
-------------
84,043
5WILLIAM H BLACK
CHAIR & DIR 		(i)

(ii)		 90,000
-------------
110,000 		 
-------------
  		 
-------------
3,820 		 
-------------
  		 
-------------
  		90,000
-------------
113,820 		 
-------------
 
6SARAH DOYLE
DIRECTOR 		(i)

(ii)		 50,000
-------------
117,500 		 
-------------
  		 
-------------
72 		 
-------------
  		 
-------------
  		50,000
-------------
117,572 		 
-------------
 
7MELVIN L LARSEN
DIRECTOR 		(i)

(ii)		 55,000
-------------
  		 
-------------
  		 
-------------
72 		 
-------------
128,750 		 
-------------
  		55,000
-------------
128,822 		 
-------------
88,748
8MARC KESHISHIAN MD
CMO/SR. VP 		(i)

(ii)		  
-------------
424,595 		 
-------------
599,102 		 
-------------
120,683 		 
-------------
96,370 		 
-------------
43,974 		 
-------------
1,284,724 		 
-------------
 
9JAMES PETER KALLAS
VP FINANCE&TREASURER 		(i)

(ii)		  
-------------
307,661 		 
-------------
297,909 		 
-------------
14,842 		 
-------------
828 		 
-------------
27,799 		 
-------------
649,039 		 
-------------
 
10SHEELA MANYAM
SR. DIR CORP PERFORM 		(i)

(ii)		  
-------------
175,314 		 
-------------
69,557 		 
-------------
8,352 		 
-------------
9,927 		 
-------------
14,336 		 
-------------
277,486 		 
-------------
 
11KEVIN JAMES KLOBUCAR
FORMER OFF-CEO/PRES 		(i)

(ii)		  
-------------
710,051 		 
-------------
1,848,976 		 
-------------
312,181 		 
-------------
194,218 		 
-------------
88,468 		 
-------------
3,153,894 		 
-------------
 
12LISA HARDY
FORMER OFF-VP & SEC 		(i)

(ii)		  
-------------
248,236 		 
-------------
217,498 		 
-------------
25,211 		 
-------------
3,524 		 
-------------
35,322 		 
-------------
529,791 		 
-------------
 
13SUSAN A KLUGE
FORMER OFF-CFO/TREAS 		(i)

(ii)		  
-------------
  		 
-------------
211,464 		 
-------------
5,033 		 
-------------
  		 
-------------
  		 
-------------
216,497 		 
-------------
 
14SETH CRAWFORD
FORMER KEY-VP 		(i)

(ii)		  
-------------
10,201 		 
-------------
331,226 		 
-------------
405,342 		 
-------------
-5,120 		 
-------------
4,802 		 
-------------
746,451 		 
-------------
 
15ALISON POLLARD
FORMER KEY-VP 		(i)

(ii)		  
-------------
274,304 		 
-------------
302,231 		 
-------------
28,065 		 
-------------
77,475 		 
-------------
29,091 		 
-------------
711,166 		 
-------------
 
16CARL SIEBERS
FORMER KEY-VP 		(i)

(ii)		  
-------------
245,389 		 
-------------
266,186 		 
-------------
22,352 		 
-------------
41,887 		 
-------------
25,448 		 
-------------
601,262 		 
-------------
 
17PHILLIP GILLESPIE
FORMER KEY-VP 		(i)

(ii)		  
-------------
201,671 		 
-------------
231,299 		 
-------------
21,509 		 
-------------
4,998 		 
-------------
33,533 		 
-------------
493,010 		 
-------------
 
18CARLA LAETHEM
FORMER KEY-VP 		(i)

(ii)		  
-------------
  		 
-------------
193,301 		 
-------------
852 		 
-------------
  		 
-------------
  		 
-------------
194,153 		 
-------------
 
19GAIL ROSS
FORMER KEY-VP 		(i)

(ii)		  
-------------
  		 
-------------
125,013 		 
-------------
1,730 		 
-------------
  		 
-------------
  		 
-------------
126,743 		 
-------------
 
20DUANE DIFRANCO
FORMER HCE-SR MED DR 		(i)

(ii)		  
-------------
270,842 		 
-------------
128,060 		 
-------------
57,830 		 
-------------
29,383 		 
-------------
28,492 		 
-------------
514,607 		 
-------------
 
21RAJESH VUNNAM
FORMER HCE-SR DIR IT 		(i)

(ii)		  
-------------
261,191 		 
-------------
100,070 		 
-------------
17,099 		 
-------------
9,275 		 
-------------
11,062 		 
-------------
398,697 		 
-------------
 
22HASHIM YAR
FORMER HCE-MED DIR 		(i)

(ii)		  
-------------
260,787 		 
-------------
83,363 		 
-------------
28,108 		 
-------------
59,362 		 
-------------
25,841 		 
-------------
457,461 		 
-------------
 
23ROBERT GOODMAN
FORMER HCE-MED DIR 		(i)

(ii)		  
-------------
263,389 		 
-------------
84,195 		 
-------------
20,960 		 
-------------
32,755 		 
-------------
10,703 		 
-------------
412,002 		 
-------------
 
24FELICIA WILLIAMS
FORMER HCE-MED DIR 		(i)

(ii)		  
-------------
261,235 		 
-------------
82,419 		 
-------------
13,334 		 
-------------
21,828 		 
-------------
11,269 		 
-------------
390,085 		 
-------------
 
25WILLIAM BEECROFT
FORMER HCE-MED DIR 		(i)

(ii)		  
-------------
264,004 		 
-------------
82,959 		 
-------------
9,941 		 
-------------
25,253 		 
-------------
19,156 		 
-------------
401,313 		 
-------------
 
26DENICE LOGAN
FORMER HCE-MED DIR 		(i)

(ii)		  
-------------
251,656 		 
-------------
80,444 		 
-------------
1,972 		 
-------------
25,976 		 
-------------
26,839 		 
-------------
386,887 		 
-------------
 
Schedule J (Form 990) 2018

Schedule J (Form 990) 2018
Page 3
Part III
Supplemental Information
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.
Return Reference Explanation
SCHEDULE J, PAGE 1, PART I, LINE 1A TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: CERTAIN EMPLOYEES RECEIVED A BONUS PER A SIGNED AGREEMENT WHICH WAS GROSSED UP FOR TAXES. CLUB DUES: EXECUTIVES ARE ELIGIBLE FOR A BUSINESS CLUB MEMBERSHIP BASED ON BUSINESS NEEDS. BEGINNING IN 2018, MEMBERSHIP FEES ARE FULLY TAXABLE TO THE EMPLOYEE AS IMPUTED INCOME. THE COMPANY GROSSES UP CLUB FEES TO COVER APPLICABLE TAXES ON BEHALF OF THE EMPLOYEE.
SCHEDULE J, PAGE 1, PART I, LINE 4 MARK R. BARTLETT, CPA 0 344,731 0 KENNETH DALLAFIOR 0 425,794 0 TIFFANY OTIS-ALBERT 0 76,917 0 MARC KESHISHIAN, MD 0 144,090 0 JAMES PETER KALLAS 0 -9,645 0 KEVIN JAMES KLOBUCAR 0 410,285 0 LISA HARDY 0 -1,271 0 SETH CRAWFORD 0 -2,846 0 ALISON POLLARD 0 57,389 0 CARL SIEBERS 0 26,810 0 PHILLIP GILLESPIE 0 -4,036 0 DUANE DIFRANCO 0 13,902 0 RAJESH VUNNAM 0 5,904 0 HASHIM YAR 0 8,273 0 ROBERT GOODMAN 0 6,782 0 FELICIA WILLIAMS 0 3,253 0 WILLIAM BEECROFT 0 3,784 0 DENICE LOGAN 0 3,044 0
Schedule J (Form 990) 2018
Additional Data


Software ID:  
Software Version:  
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet Complete if the organization answered "Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c, or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ.
MediumBulletGo to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public Inspection
Name of the organization
BLUE CARE NETWORK OF MICHIGAN
 
Employer identification number

38-2359234
Part I
Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.
1(a) Name of disqualified person (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No
2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ........ Bullet Image$
 

Part II
Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ...............Small Bullet $  
Part III
Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2018
Schedule L (Form 990 or 990-EZ) 2018
Page 2
Part IV
Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) BLUE CROSS BLUE SHIELD OF MICHIGAN BUSRELATIONSHIP   SEE SCH R PART V   No
(2) BCN SERVICE COMPANY BUSRELATIONSHIP   SEE SCH R PART V   No
Part V
Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).
Return Reference Explanation
Schedule L (Form 990 or 990-EZ) 2018


Additional Data


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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 990-EZ or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
MediumBullet Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public
Inspection
Name of the organization
BLUE CARE NETWORK OF MICHIGAN
 
Employer identification number

38-2359234
Return Reference Explanation
FORM 990, PART III PART XII - LINE 2B FORM 990 IS FILED BASED ON THE GAAP METHOD OF ACCOUNTING, ADJUSTED TO TAX. IN 2018, SEPARATE GAAP BASIS AUDITED FINANCIAL STATEMENTS WERE ISSUED BY INDEPENDENT AUDITORS. THE BCN AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE ANNUAL INDEPENDENT AUDIT.
FORM 990, PAGE 2, PART III, LINE 2 AS A RESULT OF A RECENT CHANGE IN THE MICHIGAN INSURANCE CODE, HEALTH MAINTENANCE ORGANIZATIONS ARE PERMITTED TO DIRECTLY CONTRACT WITH GROUPS TO ADMINISTER SELF-FUNDED GROUP HEALTH PLANS. BCN BEGAN THESE TRANSACTIONS, AS OUTLINED IN PART III LINE 4B, EFFECTIVE JANUARY 1, 2018.
FORM 990, PAGE 2, PART III, LINE 4A BCN'S PROGRAM SERVICE ACCOMPLISHMENTS SUPPORT PEOPLE HELPING PEOPLE TO PROMOTE HEALTH AND PEACE OF MIND THROUGH HIGH QUALITY CARE AND SERVICE, PARTNERING TO MAINTAIN AND IMPROVE HEALTH. BCN 2018 HEALTH CARE SERVICES-MEMBER BASED AS WELL AS FEE-FOR-SERVICE; 738,743 MEMBERS AND 6,820,476 AMBULATORY ENCOUNTERS. 2018 COMMUNITY BENEFIT - BCN PARTICIPATED IN NEARLY 100 SEPARATE ACTIVITIES,TOTALING OVER 380,000, THROUGH COMMUNITY OUTREACH AND CHARITABLE CONTRIBUTIONS, TO BENEFIT THE GENERAL PUBLIC AND SUPPORT WELLNESS, INCLUDING CONNECTIONS WITH INDIVIDUALS AND SMALL BUSINESSES, SUPPORTING MULTIPLE HEALTH INITIATIVES. 2018 SOCIAL MISSION AND PUBLIC AFFAIRS - BCN CONTRIBUTED 85 MILLION TO SUPPORT SOCIAL MISSION. BCN IS COMMITTED TO IMPROVE THE HEALTH OF MICHIGAN RESIDENTS, WITH SPECIAL EMPHASIS ON THE HEALTH AND WELLNESS OF CHILDREN AND SENIORS, WHILE REDUCING THE COST OF HEALTH CARE. PROACTIVE INITIATIVES INCLUDE NUTRITION AND HEALTHY LIFESTYLES, HEALTHY AGING AND MENTAL HEALTH. PRINCIPLES INCLUDE EMPOWERING INDIVIDUALS AND COMMUNITIES TO TAKE ACTIVE ROLES IN CREATING A CULTURE OF HEALTH AND PROVIDING LEADERSHIP AS AN INFORMED CONVENER & EDUCATOR TO HELP RAISE AWARENESS AND UNDERSTANDING OF IMPORTANT HEALTH ISSUES AND EFFECTIVE APPROACHES.
FORM 990, PAGE 6, PART VI, LINE 2 MARC KESHISHIAN, MD JULIE A. ANGOTT CMO DIRECTOR BUSINESS RELATIONSHIP GREGORY A. SUDDERTH MARK R. BARTLETT DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MARC KESHISHIAN, MD TIFFANY A. ALBERT CMO CEO & PRES BUSINESS RELATIONSHIP MARC KESHISHIAN, MD JAMES KALLAS CMO VP & TREAS BUSINESS RELATIONSHIP MARC KESHISHIAN, MD SHEELA MANYAM CMO SECRETARY BUSINESS RELATIONSHIP JULIE A. ANGOTT TIFFANY A. ALBERT DIRECTOR CEO & PRES BUSINESS RELATIONSHIP JULIE A. ANGOTT JAMES KALLAS DIRECTOR VP & TREAS BUSINESS RELATIONSHIP JULIE A. ANGOTT SHEELA MANYAM DIRECTOR SECRETARY BUSINESS RELATIONSHIP MARK R. BARTLETT JAMES KALLAS DIRECTOR VP & TREAS BUSINESS RELATIONSHIP MARK R. BARTLETT KENNETH R. DALLAFIOR DIRECTOR EVP BUSINESS RELATIONSHIP TIFFANY A. ALBERT JAMES KALLAS CEO & PRES VP & TREAS BUSINESS RELATIONSHIP TIFFANY A. ALBERT SHEELA MANYAM CEO & PRES SECRETARY BUSINESS RELATIONSHIP JAMES KALLAS SHEELA MANYAM VP & TREAS SECRETARY BUSINESS RELATIONSHIP WILLIAM H. BLACK GREGORY A. SUDDERTH DIRECTOR DIRECTOR BUSINESS RELATIONSHIP WILLIAM H. BLACK MELVIN LARSEN DIRECTOR DIRECTOR BUSINESS RELATIONSHIP WILLIAM H. BLACK SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP GREGORY A. SUDDERTH MELVIN LARSEN DIRECTOR DIRECTOR BUSINESS RELATIONSHIP GREGORY A. SUDDERTH SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP MELVIN LARSEN SARAH DOYLE DIRECTOR DIRECTOR BUSINESS RELATIONSHIP
FORM 990, PAGE 6, PART VI, LINE 6 100% STOCKHOLDER: BLUE CROSS BLUE SHIELD OF MICHIGAN MUTUAL INSURANCE COMPANY
FORM 990, PAGE 6, PART VI, LINE 7A BLUE CROSS BLUE SHIELD OF MICHIGAN MUTUAL INSURANCE COMPANY, IS A 100% STOCKHOLDER AND HAS THE RIGHT TO APPOINT BOARD DIRECTORS. BCN'S MEMBERS ELECT THE REMAINING BOARD DIRECTORS.
FORM 990, PAGE 6, PART VI, LINE 11B NO REVIEW WAS CONDUCTED BY THE GOVERNING BODY. THE VP FINANCE AND TREASURER, JAMES PETER KALLAS, REVIEWS THE FORM 990 BEFORE IT IS FILED WITH THE INTERNAL REVENUE SERVICE.
FORM 990, PAGE 6, PART VI, LINE 12C EACH BOARD MEMBER AND CORPORATE OFFICER ANNUALLY COMPLETES A CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE. THE QUESTIONNAIRES ARE REVIEWED TO IDENTIFY ANY POSSIBLE CONFLICTS AND DETERMINE HOW TO RESOLVE THEM.
FORM 990, PAGE 6, PART VI, LINE 15A THE COMPENSATION STRATEGY IS DESIGNED TO ENSURE THAT AN APPROPRIATE BALANCE EXISTS BETWEEN INTERNAL EQUITY CONSIDERATIONS AND MARKET COMPENSATION FACTORS AND PRACTICES. MARKET DATA FROM THIRD PARTY EXECUTIVE COMPENSATION SURVEYS AND INDEPENDENT COMPENSATION CONSULTANTS ARE USED TO DETERMINE THE PRESIDENT/CEO'S COMPENSATION. THE COMPENSATION RECOMMENDATIONS ARE REVIEWED BY BLUE CROSS BLUE SHIELD OF MICHIGAN MUTUAL INSURANCE COMPANY (BCBSM), PERSONNEL AND COMPENSATION SUBCOMMITTEE AND EXECUTIVE COMMITTEE. THE ORGANIZATION'S PRESIDENT/CEO IS ALSO AN EXECUTIVE OF THE PARENT, BCBSM, AND AS SUCH, THE COMPENSATION IS SUBJECT TO REVIEW BY THE BCBSM EXECUTIVE COMMITTEE.
FORM 990, PAGE 6, PART VI, LINE 15B THE COMPENSATION RECOMMENDATIONS FOR BLUE CARE NETWORK'S OFFICERS ARE REVIEWED AND APPROVED BY BLUE CROSS BLUE SHIELD OF MICHIGAN MUTUAL INSURANCE COMPANY (BCBSM), PERSONNEL AND COMPENSATION SUBCOMMITTEE AND EXECUTIVE COMMITTEE.
FORM 990, PAGE 6, PART VI, LINE 19 GOVERNING DOCUMENTS - NO DOCUMENTS AVAILABLE TO THE PUBLIC. CONFLICT OF INTEREST POLICY - NO DOCUMENTS AVAILABLE TO THE PUBLIC. AUDITED FINANCIALS - AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS ARE AVAILABLE FROM THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS AND THE DEPARTMENT OF INSURANCE AND FINANCIAL SERVICES.
FORM 990, PART VII RELATED ORGANIZATIONS BLUE CARE NETWORK OF MICHIGAN HAS ASSIGNED EMPLOYEES FROM ITS ULTIMATE PARENT, BLUE CROSS BLUE SHIELD OF MICHIGAN MUTUAL INSURANCE COMPANY, (BCBSM). THE EXPENSES ASSOCIATED WITH THESE INDIVIDUALS ARE REFLECTED ON FORM 990, PART IX, LINE 5 AND LINE 7. PAYMENTS WERE MADE TO BCBSM THROUGH AN INTERCOMPANY AGREEMENT. NO EMPLOYEES WERE REFLECTED ON PART V, LINE 2A SINCE THE ACTUAL W-2'S AND 941'S ARE REPORTED BY BCBSM. COMPENSATION PAID TO THE EXECUTIVE DIRECTOR AND CEO, OFFICERS AS WELL AS FORMER OFFICERS, DIRECTORS, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES, BY THE PARENT COMPANY AND REIMBURSED BY BLUE CARE NETWORK, IS INCLUDED ON FORM 990, PART VII, SECTION A. CURRENT OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES THAT ARE ASSIGNED BY THE FILING ORGANIZATION OR BY A RELATED ORGANIZATION SPLIT THEIR TIME AS NEEDED BETWEEN THE FILING ENTITY AND RELATED ORGANIZATIONS. A PER WEEK ESTIMATE FOR THE FILING ORGANIZATION AND RELATED ORGANIZATIONS IS REFLECTED ON THE FILING ENTITY'S PART VII, COLUMN B, WITH THE COMPLETE REPORTABLE COMPENSATION FROM THE FILING ORGANIZATION AND RELATED ORGANIZATIONS REFLECTED IN COLUMN D AND COLUMNN E AS APPROPRIATE.
FORM 990, PART XI, LINE 9 CONSOLIDATED SUBSIDIARIES NET GAIN (BOOK) 43,137 ADJ FOR PAID IN CAPITAL FOR BCMI MERGER 50,000 ADJ TO RETAINED EARNINGS FOR BCMI MERGER 6,069,571 ROUNDING -2 TOTAL 6,162,706 FORM 990, PART XI - OTHER CHANGES IN NET ASSETS THE CHANGE IN NET ASSETS IS A RESULT OF THE OCTOBER 1, 2018 MERGER OF BCN SERVICE COMPANY (BCNSC) INTO BCN AND THE JULY 1, 2018 MERGER OF BLUE CARE OF MICHIGAN, INC. (BCMI) INTO BCN. BCN'S NET ASSETS HAS BEEN ADJUSTED TO REFLECT THESE MERGERS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2018


Additional Data


Software ID:  
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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" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990.
MediumBullet Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047
2018
Open to Public Inspection
Name of the organization
BLUE CARE NETWORK OF MICHIGAN
 
Employer identification number

38-2359234
Part I
Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity










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


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1)BLUE CARE OF MICHIGAN INC
BLUE CARE OF MICHIGAN INC20500 CIVIC CENTER DRIVE
20500 CIVIC CENTER DRIVE
SOUTHFIELD,MI48076
38-2536979 		INSURANCE MI 501C4   N/A
 
No
(2)BCBS FOUNDATION OF MICHIGAN
BCBSM FOUNDATION OF MICHIGAN600 LAFAYETTE BLVD EAST
600 LAFAYETTE BLVD EAST
DETROIT,MI48226
38-2338506 		GRANTS MI 501C3 12A N/A
 
No










For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2018
Schedule R (Form 990) 2018
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



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

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




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



 		(k)
Percentage
ownership
Yes No Yes No












Part IV
Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) BCN SERVICE COMPANY
BCN SERVICE COMPANY
20500 CIVIC CENTER DRIVE
20500 CIVIC CENTER DRIVE
SOUTHFIELD,MI48076
38-3134881 		TPA MI N/A
           No
(2) BLUE CROSS BLUE SHIELD OF MICHIGAN
BLUE CROSS BLUE SHIELD OF MICHIGAN
600 LAFAYETTE EAST
600 LAFAYETTE EAST
DETROIT,MI48226
38-2069753 		INSURANCE MI N/A
           No
(3) ACCIDENT FUND INSURANCE CO -AMERICA
ACCIDENT FUND INSURANCE CO -AMERICA
200 N GRAND RIVER
200 N GRAND RIVER
LANSING,MI48901
38-3207001 		INSURANCE MI N/A
           No
(4) LIFESECURE INSURANCE COMPANY
LIFESECURE INSURANCE COMPANY
10559 CITATION DR 300
10559 CITATION DR 300
BRIGHTON,MI48116
75-0956156 		INSURANCE MI N/A
           No
(5) BLUE CROSS COMPLETE OF MICHIGAN LLC
BLUE CROSS COMPLETE OF MICHIGAN LLC
200 STEVENS DR
200 STEVENS DR
PHILADELPHIA,PA19113
47-2582248 		HMO MI N/A
           No
(6) WOODWARD STRAITS INSURANCE COMPANY
WOODWARD STRAITS INSURANCE COMPANY
600 EAST LAFAYETTE
600 EAST LAFAYETTE
DETROIT,MI48226
47-2221114 		INSURANCE MI N/A
           No
(7) AMERIHEALTH CARITAS HEALTH PLAN
AMERIHEALTH CARITAS HEALTH PLAN
200 STEVENS DR
200 STEVENS DR
PHILADELPHIA,PA19113
23-2859523 		CARE MGT PA N/A
           No
(8) COBX CO
COBX CO
1000 TOWN CENTER
1000 TOWN CENTER
SOUTHFIELD,MI48075
81-3438452 		CARE MGT MI N/A
           No
(9) TESSELLATE LLC
TESSELLATE LLC
600 E LAFAYETTE
600 E LAFAYETTE
DETROIT,MI48226
45-3742721 		SERVICE DE N/A
           No
Schedule R (Form 990) 2018
Schedule R (Form 990) 2018
Page 3
Part V
Transactions With Related Organizations Complete if the organization answered "Yes" on 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
 
No
c Gift, grant, or capital contribution from related organization(s) ............................
1c
Yes
 
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
Yes
 
l Performance of services or membership or fundraising solicitations for related organization(s) .....................
1l
Yes
 
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
Yes
 
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
Yes
 
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 related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) BLUE CARE OF MICHIGAN
BLUE CARE OF MICHIGAN
 C 6,069,571 TRANSFER OF EQUITY
(2) BLUE CARE OF MICHIGAN
BLUE CARE OF MICHIGAN
 C 50,000 TRANSFER PAID IN CAPITAL




Schedule R (Form 990) 2018
Schedule R (Form 990) 2018
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 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) 2018
Schedule R (Form 990) 2018
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R (see instructions).
Return Reference Explanation
Schedule R (Form 990) 2018

Additional Data


Software ID:  
Software Version: