##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
      Form 10-K
  Annual Report Pursuant to
    Section 13 or 15(d)
 of the Securities Exchange Act
    of 1934
  For this fiscal year ended December 31, 2007
     Commission File Number:
    000-51954
 DCP HOLDING COMPANY
 (Exact name of Registrant as
    specified in its Charter)
  Ohio(State or Other Jurisdiction
    of
    Incorporation or Organization)

20-1291244(IRS Employer
    Identification No.)100 Crowne Point Place
    Sharonville, Ohio(Address of Principal
    Executive Office)

45241(Zip Code)   Registrants telephone number, including area code:
 (513) 554-1100
      Securities
    to be registered pursuant to section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Whichto be so Registered

Each Class is to be RegisteredNOT APPLICABLE

NOT APPLICABLE   Securities to be registered pursuant to section 12(g) of
    the act:
  Class A Redeemable Common Shares, no par value
 Class B Redeemable Common Shares, no par value
 (Title of Class)
  o þ
  o þ
   þ o
   Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    Company o   Rule 12b-2 o þ
           DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 PagePART IITEM 1.


Business


1ITEM 1A.


Risk Factors


12ITEM 1B.


Unresolved staff comments


16ITEM 2.


Properties


16ITEM 3.


Legal proceedings


16ITEM 4.


Submission of matters to a vote of security
    holders


16PART IIITEM 5.


Market for registrants common equity,
    related stockholder matters and issurer purchases of equity
    securities


17ITEM 6.


Selected financial data


18ITEM 7.


Managements discussion and analysis of
    financial condition and results of operations


19ITEM 7A.


Quantitative and qualitative disclosures about
    market risk


37ITEM 8.


Financial statements and supplementary data


39ITEM 9.


Changes in and disagreements with accountants on
    accounting and financial disclosure


60ITEM 9A.


Controls and procedures


60ITEM 9B.


Other information


60PART IIIITEM 10.


Directors, executive officers and corporate
    governance


61ITEM 11.


Executive compensation


61ITEM 12.


Security ownership of certain beneficial owners
    and management and related stockholder matters


61ITEM 13.


Certain relationships and related transactions


61ITEM 14.


Principal accounting fees and services


61PART IVITEM 15.


Exhibit, financial statements schedules


62Signatures


68EX-10.2EX-10.3EX-10.10EX-31.1EX-31.2EX-32.1




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FORWARD
    LOOKING STATEMENTS




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Overview
            Business
    Segments
       1




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##### Table of Contents



Managed
    Dental Benefits Market
      OhioEstimated





Estimated





%2006


% of


2005


% of


ChangeEnrollment


Total


Enrollment


Total


2005 to 2006Dental HMO


381,096



6
%


317,822



5
%


20
%Dental PPO


3,484,872



52
%


3,213,765



52
%


8
%Dental Indemnity


995,654



15
%


1,107,676



18
%


(10
)%Discount Dental


365,504



6
%


232,385



4
%


57
%Direct Reimbursement


33,335



1
%


32,865



1
%


1
%Publicly Funded


1,328,569



20
%


1,221,712



20
%


9
%Total Dental


6,589,030



100
%


6,126,225



100
%


8
%   KentuckyEstimated





Estimated





%2006


% of


2005


% of


ChangeEnrollment


Total


Enrollment


Total


2005 to 2006Dental HMO


96,250



4
%


122,301



6
%


(21
)%Dental PPO


1,066,891



46
%


835,910



38
%


28
%Dental Indemnity


353,685



15
%


399,195



19
%


(11
)%Discount Dental


125,000



5
%


125,000



6
%


0
%Direct Reimbursement






0
%






0
%


0
%Publicly Funded


691,000



30
%


656,450



31
%


5
%Total Dental


2,332,826



100
%


2,138,856



100
%


9
%   Source:
    NADP & Delta Dental Association, Ohio Department of
    Jobs and Family Services and the Kentucky Cabinet for Health and
    Family Services   2




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##### Table of Contents



Our
    Products
    PercentTotal


of TotalPremium


PremiumMembership


Premiums


ASO Fees


Revenue


Revenue(Dollars in thousands)Fully-Insured Dental HMO


133,700


$
38,496


$



$
38,496



64.2
%Self-Insured Dental HMO


84,300



18,724
(1)


1,044
(2)


19,768



33.0
%Other Products


27,000



1,209



477



1,686



2.8
%Total


245,000


$
58,429


$
1,521


$
59,950



100.0
%     (1)
    
    Self-insured dental HMO premium revenue or premium equivalent
    revenue is based on the gross amount of claims incurred by
    self-insured members and is recognized as revenue when those
    claims are incurred.(2)
    
    Self-insured ASO fees are the administrative fees we charge to
    self-insured employers to manage their provider network and
    process and pay claims. ASO fees are recognized as revenue when
    they are earned.            Fully-Insured
    Dental HMO
   3




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Self-insured
    Dental HMO
    Corporate,
    All Other
    DentaSelect
  DentaPremier
  Vision Care Plus
 4




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Seasonality
    of Dental Service Utilization
    Healthcare Service Expense2007


2006


2005$000s


$PMPM


$000s


$PMPM


$000s


$PMPMFirst Quarter


12,144



18.78



10,543



18.85



8,804



18.33Second Quarter


11,356



17.96



9,744



17.59



8,924



16.99Third Quarter


12,620



18.39



11,157



17.95



9,892



17.49Fourth Quarter


11,383



17.44



9,682



16.30



8,270



15.91     Business
    Strategy
      Membership Retention
  Group Billing and Collection
  Customer Service
 5




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Information Technology
    Dentist
    Networks
           6




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##### Table of Contents



Employees
    Sales and
    Marketing
      Utilization
    Control and Quality Assurance Policies
         7




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Credentialing
    Risk
    Management
    Competition
    and/or
  non-network
  in-network
     8




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##### Table of Contents



Customers
      State
    Regulations
  General
   9




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##### Table of Contents



NAIC Accounting Principles
  
    Similar to GAAP, deferred income taxes are provided on temporary
    differences between the statutory and tax bases of assets and
    liabilities for SAP; however, statutory deferred tax assets are
    limited based upon tests that determine what is an admitted
    asset under SAP. Under SAP, the change in deferred taxes is
    recorded directly to surplus as opposed to GAAP where the change
    is recorded to current operations.  Risk Based Capital and/or
  
    If a companys total adjusted capital is less than or equal
    to 200 percent but greater than 150 percent of its RBC
    (the Company Action Level), the company must submit
    a comprehensive plan aimed at improving its capital position to
    the regulatory authority proposing corrective actions.
    If a companys total adjusted capital is less than or equal
    to 150 percent but greater than 100 percent of its RBC
    (the Regulatory Action Level), the regulatory
    authority will perform a special examination of the company and
    issue an order specifying the corrective actions that must be
    followed.
    If a companys total adjusted capital is less than or equal
    to 70 percent of its RBC (the Mandatory Control
    Level), the regulatory authority must place the company
    under its control.     10




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Federal
    Regulations
  HIPAA Administrative Simplification
      GLBA
   11




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##### Table of Contents



AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, www.sec.gov 1-800-SEC-0330.
  ITEM 1A.
    RISK
    FACTORS  If any of the following risks actually occur, our business,
    financial condition and results of operations could be
    materially and adversely affected, and the value of our shares
    could decline. The risks and uncertainties described below are
    those that we currently believe may materially affect our
    Company. Additional risks and uncertainties not presently known
    to us or that we currently deem immaterial also may impair our
    business operations.
  The
    market trend of employer groups moving away from dental HMO
    plans to dental PPO plans may result in a decrease in our dental
    plan membership and premium revenue.
    Our
    business is highly dependent upon a limited number of customers,
    and the loss of any one such customer could result in a loss of
    substantial premium revenue.
    A
    small number of independent brokers source a substantial portion
    of our business, and the loss of any one such broker could
    result in a loss of substantial premium revenue.
    Because
    our premiums are fixed by contract, we are unable to increase
    our premiums during the contract term if our claims costs exceed
    our estimates which may reduce our profitability.
   12




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Our
    customers decisions to transition from a fully-insured to
    a self-insured dental plan or from a self funded to a
    fully-insured dental plan could result in lower contribution
    margins and increased costs.
    Claims
    submitted by dental providers may be fraudulent or duplicative,
    which may reduce our gross profit margin and net
    income.
    The
    financial strength rating assigned to Dental Care Plus may be
    downgraded, which could result in a loss of employer groups and
    insurance brokers, which may, in turn, cause our premium revenue
    to decline.
      If we
    fail to maintain contracts with an adequate number of dentists,
    it may be difficult to attract and retain employer groups, which
    may lead to a loss of premium revenue.
    We
    encounter significant competition that may limit our ability to
    increase or maintain membership in the markets we serve, which
    may harm our growth and our operating results.
   13




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Our
    business is heavily regulated by the states in which we do
    business, and our failure to comply with regulatory requirements
    could lead to a loss of our authority to do business in such
    states.
    If an
    event of default occurs under the loan documents we entered into
    in connection with the purchase of our office building, the
    entire balance of indebtedness due under these loan documents
    may become due, which could have an adverse effect on our
    short-term liquidity and may lead to a downgrade of our
    financial strength rating.
     14




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A
    decrease in the working capital and liquidity of our business
    may have an impact on our ability to meet debt service
    requirements.
    Our
    business is highly concentrated in a limited geographic area and
    adverse economic conditions within the markets in which we do
    business could impair or reverse our growth trends and have a
    negative impact on our premium revenue and net
    income.
    Dental
    services utilization by members of our fully-insured dental
    plans may be higher than expected, resulting in higher than
    anticipated healthcare services expense and a reduction in our
    net income.
     15




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We
    depend on the services of non-exclusive independent agents and
    brokers to market our products to employers, and we cannot
    assure that they will continue to market our products in the
    future.
    We
    will incur significant expenses as a result of being a public
    company, which will have a negative impact on our financial
    performance.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    EXECUTIVE
    OFFICERS
      Anthony A. Cook, MS, MBA, 57,
 16




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##### Table of Contents



Robert C. Hodgkins, Jr., CPA, MBA, 48,
    Ann Young, 45,
 PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSURER PURCHASES OF EQUITY SECURITIES  Market
    for Redeemable Common Shares
    Holders
    Dividend
    Policy
      Recent
    sales of unregistered securities
   17




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Performance
    of Redeemable Common Shares
    Purchases
    of Equity Securities
    Total Number of


Maximum Number ofShares Purchased as


Shares that May YetTotal Class A


Total Class B


Average


Part of a Publicly


Be Purchased UnderShares


Shares


Price Paid


Announced Plans or


the Plans orPeriod

Purchased


Purchased


per Share


Programs


ProgramsOctober 1 October 31, 2007


0



24
(a)

$
547.93



0



N/ANovember 1 November 30, 2007


0



0



N/A



0



N/ADecember 1 December 31, 2007


3
(a)


33
(a)

$
602.61



0



N/A     (a)
    
    Repurchased from provider shareholder retirees in accordance
    with the Companys obligations under its Amended and
    Restated Code of Regulations.  ITEM 6.
    SELECTED
    FINANCIAL DATA      2007


2006


2005


2004


2003Premium revenue

$
59,950
(1)

$
51,587


$
44,857
(2)

$
39,400
(3)

$
35,810Investment income


269



198



104



32



31Other income


94



305



221



158



122Net income on redeemable common shares


604



103



467



518



810Total assets


12,285



12,799



12,250
(4)


9,688



9,158
(5)Long-term obligations


1,576



1,631



1,889



1,675



1,620
(5)Cash dividends declared


















Basic earnings per redeemable common share

$
72.88


$
12.59


$
55.14


$
60.90


$
97.55Diluted earnings per redeemable common share

$
72.50


$
12.59


$
55.14


$
60.90


$
97.55  18




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##### Table of Contents



(1)
    
    Includes a $838 increase in fully-insured dental HMO revenue and
    a $6,283 increase in self-insured dental HMO revenue.(2)
    
    Includes approximately $1,237 from acquisition of Adenta, Inc.
    in June of 2005.(3)
    
    The Company reorganized into a holding company structure in July
    of 2004 and Insurance Associates Plus, Inc. was formed in August
    of 2004.(4)
    
    Total assets increased to approximately $12,250 in 2005 from
    approximately $9,668 in 2004 due to an increase in membership in
    our dental HMO segments and the addition of the Adenta tangible
    and intangible assets.(5)
    
    In 2003, the Company acquired its headquarters building and
    incurred approximately $1,800 of indebtedness in connection
    with such acquisition.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
          Profitability
    Strategy
   19




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##### Table of Contents



in-network in-network
              Highlights
  
    Our dental and vision products grew by approximately 28,300
    members, or 13.1%, from 216,700 members at December 31,
    2006 to 245,000 members at December 31, 2007. This
    membership increase included approximately 6,300 members from
    sales primarily related to our new DentaSelect PPO offering.   20




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##### Table of Contents



Comparison
    of Results of Operations for 2007 and 2006
    2007


2006


ChangeMembership:Fully-insured DHMO


133,700



137,100



(2.5
)%Self-insured DHMO


84,300



62,500



34.9
%Corporate, All Other


27,000



17,100



57.9
%Total membership


245,000



216,700



13.1
%Premium revenue:Fully-insured DHMO

$
38,496


$
37,658



2.2
%Self-insured DHMO


19,768



13,485



46.6
%Corporate, All Other


1,686



444



279.7
%Total premium revenue


59,950



51,587



16.2
%Healthcare service expense:Fully-insured DHMO


30,236



30,178



0.2
%Self-insured DHMO


16,916



11,808



43.3
%Corporate, All Other


1,001



40



2402.5
%Total healthcare service expense


48,153



42,026



14.6
%Selling, general & administrative expenses:Corporate, All Other


11,149



9,755



14.3
%Investment income:Corporate, All Other


269



198



35.9
%Other income:Corporate, All Other


94



305



(69.2
)%Interest expense:Corporate, All Other


(95
)


(121
)


(21.5
)%Income tax expense:Corporate, All Other


313



86



264.0
%   Summary
    Membership
   21




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##### Table of Contents



Revenue
      Self-Insured Claim Revenue
  Self-Insured ASO Fees
   22




---



##### Table of Contents



Healthcare
    Service Expenses
       23




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##### Table of Contents



Reinsurance
    Selling,
    General and Administrative Expenses
    Financial
    Statements and Exhibits
  Investment
    Income
    Other
    Income
    Interest
    Expense
    Income
    Taxes
   24




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##### Table of Contents



Item 8-
  Comparison
    of Results of Operations for 2006 and 2005
    2006


2005


ChangeMembership:Fully-insured DHMO


137,100



137,000



0.0
%Self-insured DHMO


62,500



46,000



35.9
%Corporate, All Other


17,100



6,100



180.3
%Total membership


216,700



189,100



14.6
%Premium revenue:Fully-insured DHMO

$
37,658


$
34,688



8.6
%Self-insured DHMO


13,485



10,044



34.3
%Corporate, All Other


444



125



255.2
%Total premium revenue


51,587



44,857



15.0
%Healthcare service expense:Fully-insured DHMO


30,178



27,681



9.0
%Self-insured DHMO


11,808



8,568



37.8
%Corporate, All Other


40



0



100.0
%Total healthcare service expense


42,026



36,249



15.9
%Selling, general & administrative expenses:Corporate, All Other


9,755



8,016



21.7
%Investment income:Corporate, All Other


198



104



90.4
%Other income:Corporate, All Other


305



221



38.0
%Interest expense:Corporate, All Other


(121
)


(129
)


(6.2
)%Income tax expense:Corporate, All Other


86



321



(73.2
)%   Summary
    Membership
     25




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##### Table of Contents



Revenue
      Self-insured Claim Revenue
  Self-insured ASO Fees
    Healthcare
    Service Expenses
       26




---



##### Table of Contents



Selling,
    General and Administrative Expenses
    Financial
    Statements and Exhibits
  Investment
    Income
    Other
    Income
    Interest
    Expense
    Income
    Taxes
  Item 8-
 27




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##### Table of Contents



Liquidity
    and Capital Resources and changes in Financial
    Condition
    2007


2006


2005Net cash (used in) provided by operating activities

$
(398
)

$
1,399


$
2,021Net cash used in investing activities


(126
)


(285
)


(301
)Net cash used in financing activities


(182
)


(519
)


(395
)Increase (decrease) in cash

$
(706
)

$
595


$
1,324   Cash flow
    from Operating Activities
        Cash flow
    from Investing Activities
   28




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##### Table of Contents



Cash flow
    from Financing Activities
        30-day
  Provider
    Withhold Payments
     29




---



##### Table of Contents



Contractual
    Obligations and Other Commitments
    Less than 1








More thanContractual Obligations

Year


1-3 Years


3-5 Years


5 Years


TotalLong-term debt and interest(1)

$
238,771


$
436,643


$
383,203


$
689,040


$
1,747,657Capital lease and interest


232,213



19,350











251,563Operating Leases


165,712



307,372



31,023







504,107Claims Payable


2,490,251















2,490,251Total

$
3,126,947


$
763,365


$
414,226


$
689,040


$
4,993,578     (1)
    
    Our swap interest payments are based on a fixed rate of 4.95%.
    We estimate that we will receive swap interest payments totaling
    approximately $212,000 based on a variable rate of LIBOR plus
    1.75% or 6.07%, as of December 31, 2007.  Off-balance
    sheet Arrangements
   30




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##### Table of Contents



Financial
    Condition
            Regulatory
    RBC Requirements
       31




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##### Table of Contents



Other
    Matters
    For Years Ended December 31,2007


2006


2005Changes in:Unrealized gain (loss) on investments

$
5,030


$
554


$
(5,233
)Increase (decrease) in fair value of interest rate swap


(30,096
)


(3,953
)


15,429Total

$
(25,066
)

$
(3,399
)

$
10,196       Critical
    Accounting Policies
    Investments
  available-for-sale. other-than-temporary other-than-temporary
 32




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##### Table of Contents



Accounts
    Receivable
    Goodwill
    and Intangible Assets
      Liability
    for Claims Payable
      2007





2006IBNR

$
1,185,541



47.6
%

$
1,514,963



38.0
%Reported claims in process


609,890



24.5
%


1,501,508



37.7
%Other healthcare services expenses payable


694,820



27.9
%


971,120



24.3
%Total claims payable liability

$
2,490,251



100
%

$
3,987,591



100
%    33




---



##### Table of Contents



IBNR
    and Reported Claims in Process Estimates
      12-month
      34




---



##### Table of Contents



Completion Factor (a)


Claims Trend Factor(b)Estimated Claims









Estimated Claims(Decrease)


Payable Liability




(Decrease)




Payable LiabilityIncrease


as of




Increase




as ofIn Factor


12/31/2007




In Factor




12/31/2007(0.25
)%




2,566,251



(1
)%




2,468,2510
%

(estimate used)


2,490,251



0
%

(estimate used)


2,490,2510.25
%




2,434,251



1
%




2,512,251     (a)
    
    Reflects estimated potential changes in incurred claims payable
    liability caused by changes in completion factors for months
    prior to the most recent month.(b)
    
    Reflects estimated potential changes in incurred claims payable
    liability caused by annualized claims trend used for the
    estimation of the per member per month incurred claims for the
    most recent month.    Provider
    Withhold Payments
        Redeemable
    Common Shares
   35




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##### Table of Contents



Recognition
    of Premium Revenue
    Healthcare
    Services Expense
    Income
    Taxes
      New
    Accounting Standards
   36




---



##### Table of Contents



No. 157-2 No. 157-1
  instrument-by-instrument
      Impact of
    Inflation
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   37




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##### Table of Contents



38




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA. REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Share-Based Payment Accounting for
    Uncertainty in Income Taxes
  
    39




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETSAs of December 31, 2007 and 2006 2007


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
5,517,908


$
6,223,757Short-term investments at fair value, cost of $858,000 and
    $1,100,000 at December 31, 2007 and 2006, respectively


857,848



1,096,721Accounts receivable, net of allowance of $3,499 and $37,403 at
    December 31, 2007 and 2006, respectively


587,380



406,507Prepaid expense, deposits, and other


240,797



141,103Deferred income tax, current


142,429



75,881Total current assets


7,346,362



7,943,969INVESTMENTS


1,109,683



796,189PROPERTY, PLANT, AND EQUIPMENT:Land


364,000



364,000Building and building improvements


2,236,866



2,221,171Furniture and equipment


1,925,481



1,885,238Total property, plant, and equipment


4,526,347



4,470,409Less accumulated depreciation


(1,583,009
)


(1,274,733
)Total property, plant, and equipment  net


2,943,338



3,195,676INTANGIBLE ASSETS, Net of accumulated amortization of $51,000
    and $36,000 at December 31, 2007 and 2006, respectively


188,532



203,880GOODWILL


136,355



136,355DEFERRED INCOME TAX, NON-CURRENT


101,375



11,355OTHER ASSETS


459,586



511,910TOTAL ASSETS

$
12,285,231


$
12,799,334LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term obligations

$
343,624


$
385,902Claims payable


2,490,251



3,987,591Accounts payable and accrued expenses


1,917,966



1,811,349Unearned premium revenue


666,411



587,963Federal income tax payable


137,497



19,238Other current liabilities


62,644



50,753Total current liabilities


5,618,393



6,842,796LONG TERM LIABILITIES:Mortgage loan payable


1,140,000



1,260,000Capital lease obligation


19,253



242,877Deferred compensation


416,374



127,670Total long-term liabilities


1,575,627



1,630,547TOTAL LIABILITIES


7,194,020



8,473,343COMMITMENTS AND CONTINGENCIES (Note 13)REDEEMABLE COMMON SHARES:Class A, Redeemable Common Shares, no par value 
    authorized, 7,500 shares; issued and outstanding, 653 and
    681 at December 31, 2007 and 2006, respectively


392,603



362,853Class B Redeemable Common Shares, no par value 
    authorized, 100,000 shares; issued and outstanding, 7,815
    and 7,438 at December 31, 2007 and 2006, respectively


4,698,608



3,963,138Total redeemable common shares


5,091,211



4,325,991SHAREHOLDERS EQUITY  Preferred Shares; no par
    value  authorized, 100,000 shares; issued, noneTOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
12,285,231


$
12,799,334    40




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF INCOMEFor Each of the Three Years in the Period Ended December 31,
    2007 2007


2006


2005PREMIUM REVENUE

$
59,949,897


$
51,587,458


$
44,857,237EXPENSES:Healthcare services expense (including shareholder healthcare
    service expense of $38,941,000, $36,972,000, and $33,476,000 in
    2007, 2006, and 2005, respectively)


48,152,505



42,025,929



36,249,406Selling, general and administrative expenses


11,149,023



9,755,183



8,016,078Total expenses


59,301,528



51,781,112



44,265,484OPERATING (LOSS) INCOME


648,369



(193,654
)


591,753NON-OPERATING INCOME (EXPENSE):Investment income


269,343



198,380



104,214Other income


94,012



305,437



221,339Interest expense


(94,652
)


(121,200
)


(129,373
)Net non-operating income


268,703



382,617



196,180INCOME BEFORE INCOME TAX


917,072



188,963



787,933PROVISION (BENEFIT) FOR INCOME TAX:Current


456,244



139,190



329,028Deferred


(143,657
)


(53,168
)


(8,197
)Total


312,587



86,022



320,831NET INCOME ON REDEEMABLE COMMON SHARES

$
604,485


$
102,941


$
467,102BASIC EARNINGS PER REDEEMABLE COMMON SHARE

$
72.88


$
12.59


$
55.14DILUTED EARNINGS PER REDEEMABLE COMMON SHARE

$
72.50


$
12.59


$
55.14      41




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITYFor Each of the Three Years in the Period Ended December 31,
    2007 Shareholders EquityRedeemable Common Shares





OtherClass A


Class B





AccumulatedNumber of





Number of





Retained


Comprehensive





ComprehensiveShares


Amount


Shares


Amount


Earnings


Income


Total


IncomeBALANCE  December 31, 2004


708


$
1,958,940



7,788


$
1,958,940Stock split (See Note 10)






(1,632,463
)






1,632,463Net income

















$
467,102






$
467,102


$
467,102Change in fair value of interest rate swap (net of income tax of
    $7,949)





















$
15,429



15,429



15,429Unrealized loss on investments (net of income tax benefit of
    $2,699)






















(5,233
)


(5,233
)


(5,233
)Total comprehensive income





























$
477,298Class A Common Shares exchanged for Class B Common
    Shares


(14
)


(2,242
)


14



2,242Common shares repurchased and retired


(3
)


(1,036
)


(33
)


(11,395
)Accretion of common shares to redemption value






34,777







442,521



(467,102
)


(10,196
)


(477,298
)BALANCE  December 31, 2005


691



357,976



7,769



4,024,771Net income


















102,941







102,941


$
102,941Change in fair value of interest rate swap (net of income tax
    benefit of $2,037)






















(3,953
)


(3,953
)


(3,953
)Unrealized gain on investments (net of income tax of $289)






















554



554



554Total comprehensive income





























$
99,542Class B Common Shares issued










61



35,022Class A Common Shares exchanged for Class B Common
    Shares


(3
)


(1,555
)


3



1,555Common shares repurchased and retired


(7
)


(3,436
)


(395
)


(187,884
)Accretion of common shares to redemption value






9,868







89,674



(102,941
)


3,399



(99,542
)BALANCE  December 31, 2006


681



362,853



7,438



3,963,138Net income


















604,485







604,485


$
604,485Change in fair value of interest rate swap (net of income tax
    benefit of $15,504)






















(30,096
)


(30,096
)


(30,096
)Unrealized gain on investments (net of income tax of $2,591)






















5,030



5,030



5,030Total comprehensive income





























$
579,419Cumulative effect of change in accounting principle (FIN 48)


















(5,997
)Class A and B Common Shares issued


1



603



490



265,260Class A Common Shares exchanged for Class B Common
    Shares


(20
)


(10,527
)


20



10,527Common shares repurchased and retired


(9
)


(4,644
)


(133
)


(69,421
)Accretion of common shares to redemption value






44,318







529,104



(598,488
)


25,066



(579,419
)BALANCE  December 31, 2007


653


$
392,603



7,815


$
4,698,608


$



$



$      42




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWSFor Each of the Three Years in the Period Ended December 31,
    2007 2007


2006


2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income on redeemable common shares

$
604,485


$
102,941


$
467,102Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


405,186



615,962



315,052Deferred income taxes


(143,657
)


(53,168
)


(8,197
)Deferred compensation


288,704



127,670Effects of changes in operating assets and liabilities, net of
    acquired assets and liabilities:Accounts receivable


(180,873
)


(97,484
)


39,568Prepaid expenses, deposits, and other


(99,694
)


33,859



(74,953
)Other assets


(72,072
)


(254,925
)


49,802Claims payable


(1,497,340
)


729,777



419,018Unearned premium revenue


78,448



(131,514
)


259,978Accounts payable and accrued expenses


100,620



410,786



625,043Federal income tax payable


118,259



(85,040
)


(71,856
)Net cash (used) provided by operating activities


(397,934
)


1,398,864



2,020,557CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of property, plant, and equipment


(137,497
)


(160,429
)


(78,942
)Acquisition of business, net of acquired cash






(25,000
)


(17,407
)Purchases of investments


(1,150,204
)


(1,700,000
)


(1,804,651
)Maturities of investments


1,162,000



1,600,000



1,600,000Net cash used in investing activities


(125,701
)


(285,429
)


(301,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Mortgage loan repayments


(120,000
)


(120,000
)


(120,000
)Repayment of capital lease


(210,486
)


(198,120
)


(171,368
)Repayments of note


(55,417
)


(95,000
)


(91,568
)Repurchase of redeemable common shares


(62,174
)


(140,567
)


(12,431
)Issuance of redeemable common shares


265,863



35,022Net cash used in financing activities


(182,214
)


(518,665
)


(395,367
)INCREASE (DECREASE) IN CASH


(705,849
)


594,770



1,324,190CASH  Beginning of period


6,223,757



5,628,987



4,304,797CASH  End of period

$
5,517,908


$
6,223,757


$
5,628,987SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for interest


95,000



121,000



129,000Cash paid for income taxes


335,000



218,000



375,000Redeemed common shares in other current liabilities


62,644



50,753Capital lease obligation










602,000    43




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2007 and 2006 and for Each of the Three
    Years in the Period
    Ended December 31, 2007, 2006 and 2005 1.
    GENERAL
    INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES          Basis of Presentation
  Cash and Cash Equivalents
  Investments
  Property, Plant, and Equipment
 44




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      State Guarantee Fund Deposits
  Goodwill and Intangible Assets
    Policy Acquisition Cost
  Redeemable Common Shares
 45




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Premium
    Revenue 
   Fully-Insured 
  Self-Insured  EITF 99-19,
  ASO Fees 
  Healthcare Service Expense agreed-upon
     46




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Reinsurance
  Derivative Instruments
  Non-Operating Income
    Federal Income Tax
     47




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings Per Share
  Concentrations of Credit Risk
        Fair Value of Financial Instruments
  New Accounting Standards No. 157-2 157-1
  instrument-by-instrument
 48




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    ACQUISITION   49




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Preliminary


Adjustments


FinalCash consideration

$
250,000


$
25,000


$
275,000Interest bearing debt assumed


241,985



3,666



245,651Transaction costs


47,361







47,361Total purchase price

$
539,346


$
28,666


$
568,012Current assets (includes cash of $279,954)

$
354,516


$
(28,307
)

$
326,209Fixed assets


4,336







4,336Other assets


59,320







59,320Intangible assets


450,000







450,000Goodwill


66,990



69,365



136,355Current liabilities assumed


(358,659
)


(30,600
)


(389,259
)Deferred tax liability


(37,157
)


18,208



(18,949
)Net assets acquired

$
539,346


$
28,666


$
568,012   3-year 12-year 20-year
  3.
    INTANGIBLE
    ASSETS    2007-2011.
 50




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    INVESTMENTS      Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gain


Loss


Value2007Certificates of deposit  short term

$
858,000


$
39


$
191


$
857,848Certificates of deposit  long term


1,109,000



1,078



939



1,109,139Other-long term






544







544Total investments

$
1,967,000


$
1,661


$
1,130


$
1,967,531   Gross


GrossAmortized


Unrealized


Unrealized


FairCost


Gain


Loss


Value2006Certificates of deposit  short term

$
1,100,000


$



$
3,279


$
1,096,721Certificates of deposit  long term


800,000







3,811



796,189Total investments

$
1,900,000


$



$
7,090


$
1,892,910   5.
    LIABILITY
    FOR CLAIMS PAYABLE    2007


2006Balance  January 1

$
3,987,591


$
3,257,815Net incurred related to:Current year


31,623,756



30,601,329Prior years


(363,791
)


(130,701
)Net incurred claims


31,259,965



30,470,628Net paid related to:Current year


29,133,504



26,617,014Prior years


3,623,801



3,123,838Net paid claims


32,757,305



29,740,852Balance  December 31

$
2,490,251


$
3,987,591  51




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    FEDERAL
    INCOME TAXES    2007


2006


2005Current tax expense:Federal

$
447,502


$
132,960


$
303,143State and local


8,742



6,230



25,885Total current tax expense


456,244



139,190



329,028Deferred tax expense:Federal


(141,193
)


(57,455
)


(3,882
)State and local


(2,464
)


4,287



(4,315
)Total deferred tax expense


(143,657
)


(53,168
)


(8,197
)Total provision for income taxes

$
312,587


$
86,022


$
320,831     2007


2006Deferred tax assets:Unearned premiums

$
44,723


$
39,981Net operating loss


82,477



98,796Claims payable


16,163



20,315Accrued vacation


31,769



35,148Accrued commissions


75,894Deferred compensation


141,566



43,407Accrued professional fees


7,607



10,823Other, net


12,202



20,369Gross deferred tax assets


412,401



268,839Deferred tax liabilities:Unrealized gain


9,179



22,276Prepaid insurance


37,681



39,612Accelerated depreciation


57,636



50,396Identifiable intangible assets


64,101



69,319Gross deferred tax liabilities


168,597



181,603Net deferred tax asset

$
243,804


$
87,236Balance sheet classificationNet current deferred tax asset

$
142,429


$
75,881Net long-term deferred asset


101,375



11,355Net deferred tax asset

$
243,804


$
87,236    52




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Effective Tax


Effective Tax


Effective Tax2007


2006


2005


Rate


Rate


RateProvision computed at statutory rate

$
311,804


$
64,247


$
267,897



34.0
%


34.0
%


34.0
%Reorganization cost






10,414



52,230







5.5



6.6State and local taxes


3,007



6,557



12,769



0.3



3.5



1.6FIN 48, release


(5,757
)










(0.6
)Other  net


3,533



4,804



(12,065
)


0.4



2.5



(1.5
)Provision for income taxes

$
312,587


$
86,022


$
320,831



34.1
%


45.5
%


40.7
%     7.
    ACCOUNTING
    FOR UNCERTAIN TAX POSITIONS    Balance at January 1, 2007

$
6,000Additions based on tax positions related to current year


Additions for tax positions of prior years


Reductions for tax positions of prior years


(5,760
)Settlements, including interest and penalties


(240
)Balance at December 31, 2007

$
       8.
    DEFERRED
    COMPENSATION PLAN   53




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    EARNINGS
    PER REDEEMABLE COMMON SHARE    2007


2006


2005Net income available for redeemable common shareholders

$
604,485


$
102,941


$
467,102Weighted average outstanding redeemable common shares used to
    compute basic earnings per redeemable common share


8,294



8,175



8,471Basic earnings per redeemable common share

$
72.88


$
12.59


$
55.14Weighted average outstanding redeemable common shares used to
    compute diluted earnings per redeemable common share


8,338



8,175



8,471Diluted earnings per redeemable common share

$
72.50


$
12.59


$
55.14     10.
    REDEEMABLE
    COMMON SHARES, SHAREHOLDERS EQUITY AND DIVIDEND
    RESTRICTIONS     54




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            11.
    LONG TERM
    DEBT  30-day
  30-day 10-year
   55




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

$
120,0002009


120,0002010


120,0002011


120,0002012


120,000Thereafter


660,000Total


1,260,000Less current portion


(120,000
)Total long-term mortgage payable

$
1,140,000         2008


232,2132009


19,351Total


251,564Less imputed interest


(8,687
)Present value of minimum lease payments


242,877Less current portion


(223,624
)Total long-term capital lease

$
19,253   12.
    FINANCIAL
    INSTRUMENTS  30-day 10-year
 56




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    COMMITMENTS
    AND CONTINGENCIES  Leases
    Litigation
  14.
    LEASE
    INCOME    Years EndingDecember 312008

$
30,5912009


15,008Total

$
45,599   15.
    RETIREMENT
    PLAN    16.
    LINE OF
    CREDIT      17.
    SEGMENT
    INFORMATION   57




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Fiscal Year Ended


Fiscal Year EndedDecember 31, 2007


December 31, 2006Revenues-


Healthcare





Revenues-


HealthcareExternal


Services





External


ServicesCustomers


Expense


Total


Customers


Expense


TotalReportable Segments:Fully-Insured DHMO

$
38,496


$
30,236


$
8,260


$
37,658


$
30,178


$
7,480Self-Insured DHMO


19,768



16,916



2,852



13,485



11,808



1,677Corporate, All other


1,686



1,001



685



444



40



404Total

$
59,950


$
48,153



11,797


$
51,587


$
42,026



9,561Selling, general and administrative expense










11,149











9,755Other income










269











383Income (Loss) before Income Tax









$
917










$
189Total Assets, Corporate









$
12,285










$
12,799   Fiscal Year EndedDecember 31, 2005Revenues-


HealthcareExternal


ServicesCustomers


Expense


TotalReportable Segments:Fully-Insured DHMO

$
34,688


$
27,681


$
7,007Self-Insured DHMO


10,044



8,568



1,476Corporate, All other


125







125Total

$
44,857


$
36,249



8,608Selling, general and administrative expense










8,016Other income










196Income (Loss) before Income Tax









$
788Total Assets, Corporate









$
12,250  58




---



##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18.
    RELATED
    PARTIES        19.
    QUARTERLY
    DATA (UNAUDITED)    2007March 31


June 30


September 30


December 31


TotalPremium revenue

$
14,859


$
14,554


$
15,074


$
15,463


$
59,950Gross profit


2,715



3,198



2,454



3,430



11,797Income (Loss) before income taxes


(258
)


558



(77
)


694



917Net income (Loss) on redeemable common shares


(176
)


371



(53
)


462



604Basic earnings (loss) per redeemable common share(a)


(21.55
)


45.45



(6.34
)


54.83



72.88Dilutive earnings (loss) per redeemable common share(a)


(21.55
)


45.22



(6.34
)


54.55



72.50   2006March 31


June 30


September 30


December 31


TotalPremium revenue

$
12,832


$
12,330


$
13,330


$
13,095


$
51,587Gross profit


2,289



2,586



2,173



2,513



9,561Income (Loss) before income taxes


(164
)


263



(156
)


246



189Net income (Loss) on redeemable common shares(a)


(105
)


178



(117
)


147



103Basic and dilutive earnings (loss) per redeemable common share(a)


(12.66
)


21.44



(14.52
)


18.31



12.59     (a)
    
    The sum of quarterly earnings per common share may not equal the
    year end earnings per common share due to rounding. There were
    44 restricted share awards granted in 2007 that were not
    included in the dilutive earnings per redeemable common share
    calculation in the quarterly results of operations for the three
    months ended March 31, 2007 and September 30, 2007 as
    their effect would have been anti-dilutive.   59




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e))
  Changes
    in Internal Control over Financial Reporting
    Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f). Internal
    Control-Integrated Framework
    Form 10-K
  ITEM 9B.
    OTHER
    INFORMATION   60




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Regulation S-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION.  Regulation S-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Regulation S-K
    Number of





Number ofSecurities to be


Weighted-Average


SecuritiesIssued Upon


Exercise


RemainingExercise of


Price of


Available forOutstanding


Outstanding


Future IssuanceOptions, Warrants


Options, Warrants


Under EquityPlan Category

and Rights


and Rights


Compensation PlansEquity compensation plans approved by shareholders










Equity compensation plans not approved by shareholders










14,487TOTAL










14,487   ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS.  Regulation S-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.   61




---



##### 



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENTS SCHEDULES.  Form 10-K.
   
 Page in Form 10-K(1) Consolidated Financial Statements:Report of Independent Registered Public
    Accounting Firm


39Consolidated Balance Sheets as of
    December 31, 2007 and 2006


40Consolidated Statements of Income for the Years
    Ended December 31, 2007, 2006 and 2005


41Consolidated Statements of Shareholders
    Equity for the Years Ended December 31, 2007, 2006, and
    2005


42Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2007, 2006, and 2005


43Notes to the Consolidated Financial Statements


44(2) Financial Statement Schedules:   62




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##### Table of Contents



DCP
    HOLDING COMPANY (Parent Only)
    Schedule I  Condensed Financial Information of
    Registrant
    Condensed Balance Sheet Information
    As of December 31, 2007 and 2006
  2007


2006ASSETSCURRENT ASSETS:Cash and cash equivalents

$
405,157


$
250,180Accounts receivable






5,553Intercompany receivables


183,695



8,227Intercompany note receivable


80,000Prepaid expense, deposits, and other


175,858



108,032Deferred income tax, current


13,666



71,364Total current assets


858,376



443,356INVESTMENT IN SUBSIDIARIES


5,388,048



4,790,815DEFERRED INCOME TAX, NONCURRENT


149,814OTHER ASSETS


155,818



74,600TOTAL ASSETS

$
6,552,056


$
5,308,771LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
184,039


$
137,345Accrued expenses


706,602



634,425Federal income tax payable


91,186



32,587Other current liabilities


62,644



50,753Total current liabilities


1,044,471



855,110LONG TERM LIABILITIES:Deferred compensation


416,374



127,670TOTAL LIABILITIES


1,460,845



982,780COMMITMENTS AND CONTINGENCIESREDEEMABLE COMMON SHARES:Class A, Redeemable Common Shares, no par value 
    authorized, 7,500 shares; issued and outstanding, 653 and
    681 at December 31, 2007 and 2006, respectively


392,603



362,853Class B Redeemable Common Shares, no par value 
    authorized, 100,000 shares; issued and outstanding, 7,815
    and 7,438 at December 31, 2007 and 2006, respectively


4,698,608



3,963,138Total redeemable common shares


5,091,211



4,325,991SHAREHOLDERS EQUITY-Preferred Shares; no par value, 100,000 shared authorized,
    none issuedTOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
6,552,056


$
5,308,771  63




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##### Table of Contents



DCP
    HOLDING COMPANY (Parent Only)
    Schedule I  Condensed Financial Information of
    Registrant
    Condensed Statements of Income Information
    For the Years Ended December 31, 2007, 2006, and
    2005
  2007


2006


2005Management fees from Subsidiaries

$
7,429,027


$
6,477,688


$
4,937,832Expenses Selling, general and administrative expenses


7,466,226



6,533,320



4,984,214Operating loss


(37,199
)


(55,632
)


(46,382
)Other, net


19,654



(158
)


756LOSS BEFORE INCOME TAX


(17,545
)


(55,790
)


(45,626
)PROVISION (BENEFIT) FOR INCOME TAX:Current


98,382



4,160



67,445Deferred


(92,116
)


(10,825
)


(62,587
)Total


6,266



(6,665
)


4,858Loss before change in undistributed income of subsidiaries


(23,811
)


(49,125
)


(50,484
)Change in undistributed income of subsidiaries


628,296



152,066



517,586NET INCOME ON REDEEMABLE COMMON SHARES

$
604,485


$
102,941


$
467,102  64




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##### Table of Contents



DCP
    HOLDING COMPANY (Parent Only)
    Schedule I  Condensed Financial Information of
    Registrant
    Condensed Statements of Cash Flow Information
    For the Years Ended December 31, 2007, 2006 and
    2005
  2007


2006


2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
604,485


$
102,941


$
467,102Adjustments to reconcile net income to net cash provided by
    operating activities:Increase in undistributed income of subsidiaries


(628,296
)


(152,066
)


(517,586
)Deferred income taxes


(92,116
)


(10,825
)


(62,587
)Deferred compensation


288,704



127,670Effects of changes in operating assets and liabilities:Accounts receivable


(169,915
)


45,225



(53,458
)Accounts payable


46,694



43,760



75,153Accrued expense


72,177



(6,834
)


633,259Federal income tax payable


58,599



(18,896
)


67,381Other, net


(149,044
)


(80,430
)


(80,351
)Net cash provided by operating activities


31,288



50,545



528,913CASH FLOWS FROM INVESTING ACTIVITIES:Investment in subsidiaries






(25,000
)


(390,621
)Dividend received from subsidiary










250,000Net cash used in investing activities






(25,000
)


(140,621
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of intercompany note payable


(80,000
)Repayment of intercompany note payable










(50,000
)Repurchase of redeemable common shares


(62,174
)


(140,567
)


(12,431
)Issuance of redeemable common shares


265,863



35,022Net cash provided by (used in) financing activities


123,689



(105,545
)


(62,431
)INCREASE (DECREASE) IN CASH


154,977



(80,000
)


325,861CASH  Beginning of period


250,180



330,180



4,319CASH  End of period

$
405,157


$
250,180


$
330,180SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for interest






158Redeemed common shares in other current liabilities


62,644



50,753  65




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##### Table of Contents



SCHEDULE I 
    PARENT COMPANY FINANCIAL INFORMATION
  NOTES TO
    CONDENSED FINANCIAL STATEMENTS
  1.
    BASIS OF
    PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES      2.
    TRANSACTIONS
    WITH SUBSIDIARIES  Management
    Fee
    Dividends
    3.
    ACQUISITIONS  10-K
 66




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##### Table of Contents



DCP
    HOLDING COMPANY AND SUBSIDIARIES
  Schedule II 
    Valuation and Qualifying Accounts
 For the
    Years Ended December 31, 2007, 2006 and 2005
  Balance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other





End ofDescription

Period


Expenses


Accounts


Deductions


PeriodYear ended December 31, 2007:Allowance for Uncollectible Accounts Receivable

$
37,403


$
13,840






$
47,744


$
3,499Year ended December 31, 2006:Allowance for Uncollectible Accounts Receivable


83,214



10,490


$
(25,058
)(a)


31,243



37,403Year ended December 31, 2005:Allowance for Uncollectible Accounts Receivable


14,071



26,922



53,365
(a)


11,144



83,214     (a)
    
    Allowance for receivables on acquired assets from Adenta
    acquisition.  Exhibits:
     67




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##### Table of Contents



SIGNATURES    DCP Holding Company
  /s/  Robert
    C. Hodgkins, Jr.Robert
    C. Hodgkins, Jr.

Vice President and Chief Financial Officer (Principal Financial
    and Accounting)

March 12, 2008/s/  Anthony
    A. CookAnthony
    A. Cook

President and Chief Executive Officer (Principal Executive
    Officer)

March 12, 2008     /s/  Stephen
    T. SchulerStephen
    T. Schuler

Chairman of the Board of Directors

March 12, 2008/s/  Roger
    M. HigleyRoger
    M. Higley

Vice Chairman of the Board of Directors

March 12, 2008/s/  Fred
    J. BronsonFred
    J. Bronson

Secretary

March 12, 2008/s/  Fred
    H. PeckFred
    H. Peck

Treasurer

March 12, 2008/s/  Michael
    CarlMichael
    Carl

Director

March 12, 2008/s/  Jack
    M. CookJack
    M. Cook

Director

March 12, 2008/s/  Ross
    A. GeigerRoss
    A. Geiger

Director

March 12, 2008/s/  David
    A. KreylingDavid
    A. Kreyling

Director

March 12, 2008/s/  James
    E. KroegerJames
    E. Kroeger

Director

March 12, 2008/s/  Donald
    J. PeakDonald
    J. Peak

Director

March 12, 2008/s/  Molly
    Meakin-RogersMolly
    Meakin-Rogers

Director

March 12, 2008/s/  Mark
    ZigorisMark
    Zigoris

Director

March 12, 2008  68




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Description of Document3
.1

Amended and Restated Articles of Incorporation. (incorporated by
    reference to Exhibit 3.1 to the Companys Form 10
    registration statement filed on May 1, 2006)3
.2

Amended and Restated Code of Regulations. (incorporated by
    reference to Exhibit 3.2 to the Companys Form 10
    registration statement filed on May 1, 2006)10
.1

Employment Agreement between DCP Holding Company and Anthony A.
    Cook effective January 1, 2006. (incorporated by reference
    to Exhibit 10.1 to the Companys Form 10
    registration statement filed on May 1, 2006)10
.2

Dental Care Plus, Inc. and DCP Holding Company Deferred
    Compensation Plan, amended and restated, filed herewith10
.3

2006 Dental Care Plus Management Equity Incentive Plan, amended
    and restated, filed herewith10
.4

Master Equipment Lease Agreement dated October 1, 2004
    between The Fifth Third Leasing Company and Dental Care Plus,
    Inc. (incorporated by reference to Exhibit 10.4 to the
    Companys Form 10 registration statement filed on
    May 1, 2006)10
.5

Open-End Mortgage and Security Agreement dated June 12,
    2003 in favor of Fifth Third Bank (incorporated by reference to
    Exhibit 10.5 to the Companys Form 10
    registration statement filed on May 1, 2006)10
.6

Assignment of Rents and Leases dated June 12, 2003 between
    Dental Care Plus, Inc. and Fifth Third Bank (incorporated by
    reference to Exhibit 10.6 to the Companys
    Form 10 registration statement filed on May 1, 2006)10
.7

Form of Self-Insured Employer Group Contract (incorporated by
    reference to Exhibit 10.7 to Amendment No. 1 to the
    Companys Form 10 registration statement filed on
    August 11, 2006)10
.8

Form of Fully-Insured Employer Group Contract
    (Employer-Sponsored) (incorporated by reference to
    Exhibit 10.8 to Amendment No. 1 to the Companys
    Form 10 registration statement filed on August 11,
    2006)10
.9

Form of Fully-Insured Employer Group Contract
    (Employee-Voluntary) (incorporated by reference to
    Exhibit 10.9 to Amendment No. 1 to the Companys
    Form 10 registration statement filed on August 11,
    2006)10
.10

Summary of Director Compensation, filed herewith14
.1

Code of Ethics for Senior Financial Officers, filed herewith
    (incorporated by reference to Exhibit 14.1 to the
    Companys
    Form 10-K
    Annual Report filed on March 30, 2007)21
.1

List of Subsidiaries. (incorporated by reference to
    Exhibit 21.1 to the Companys Form 10
    registration statement filed on May 1, 2006)31
.1

Chief Executive Officer certification pursuant to
    Section 302 of the Sarbanes Oxley Act of 2002, filed
    herewith.31
.2

Chief Financial Officer certification pursuant to
    Section 302 of the Sarbanes Oxley Act of 2002, filed
    herewith.32
.1

Chief Executive Officer and Chief Financial Officer
    certifications pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes Oxley Act
    of 2002, filed herewith.