Blue Cross and Blue Shield Association

“Various Association Board members (directors) also sit on the board of Blue Cross Blue Shield Association affiliates.”

“BCBSA has thirty seven (37) independent health care plan licensees operating in specified domestic service areas. All health care plan licensees are Association members.”

“The governing body approves a nominating committee to oversee governing body elections.”

“Governing body decisions are approved according to the by-laws of the corporation.”

“In general, Form 990 content and sources of information are reviewed by subject matter experts including, but not limited to, internal and external tax and accounting professionals and internal legal personnel. Finalizing the return draft consists of discussions between Finance Officers and Finance Managers regarding the numeric results and written responses to select return questions. Upon internal agreement as to the form and content, an electronic draft 990 is sent to the Association's board prior to filing.”

“BCBSA maintains a comprehensive code of conduct and compliance program applicable to all employees and officers. In addition, all employees, officers, and board members are required to complete an annual conflict of interest form. The BCBSA Chief Auditor and Compliance Officer is charged with investigating any allegations of non compliance with the code of conduct, including any complaints reported through the anonymous hotline maintained through an independent organization. The results of the compliance programs effectiveness are reported to the audit committee of the Board of Directors on an annual basis. Failure to adhere to the code of conduct may result in disciplinary action, up to and including termination of employment.”

“The compensation of the CEO and the continued retention of his services are approved each year by a committee of the Association's Board comprised of independent Plan executives. That committee acts after deliberations based upon advice from a qualified independent compensation consulting firm. The consultant's advice and those deliberations include a review of the results of the independent consultant's research regarding compensation paid by other organizations for officers serving in capacities comparable to that of the Association's CEO. Each year this committee's decisions are reported to the full Board during a regularly scheduled meeting. The Board deliberates on both matters. Extension of the period of the CEO's service requires action by the full Board. The compensation determinations of the committee stand approved unless the Board exercises its inherent prerogative to modify the committees compensation decisions. The same committee of independent Plan executives annually receives the CEO's recommendations regarding the compensation to be paid to the officers. As with the CEO's compensation, the deliberations of this committee and its decisions to approve or modify the CEO's recommendation are based upon the results of an independent consultant's market research regarding comparable officer pay and the independent consultant's advice.”

“The Association complies with all applicable public disclosure requirements. Thus, for example, members of the public may request an opportunity to review the Association's Form 990 or to make a copy by sending a written req'uest or appearing in person at its principal office or any of its other locations. The Associations favorable determination letter regarding its tax exempt status and materials comprising its exemption application are also available in this manner. If the Association's governing documents (articles of incorporation and bylaws) and conflict of interest policy are subject to applicable federal or state public disclosure requirements, those documents will be made publicly available as applicable law may require. For example, Form 990 filings may include bylaw amendments and those amendments will be made available as noted above. Otherwise, the governing documents and conflict of interest policy will be provided to the public at the discretion of the Association's management.”

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“Temporary Help - $39,495,877; Recruiting - $942,252; Printing and Graphics - $2,786,885; VariousConsulting Fees including (but not limited to) actuaries, public relations, market research and business strategy, public policy and government relations, data analysis and infrastructure design - $100,707,283”

“ASC 715 Other Comprehensive Income from Pension Plan Obligations ($40,104,756) + Intercompany Activity $3,390”