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PALMETTO GBA 2010 ANNUAL REPORT

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PA L M E T T O G B A 2 0 1 0 A N N UAL <strong>REPORT</strong><br />

12


In today’s tumultuous health care<br />

environment, success takes resilience,<br />

leadership, achievement and a neverending<br />

dedication to improvement. We<br />

see this admirable set of traits every day<br />

at Palmetto <strong>GBA</strong> workstations, offices<br />

and divisions.<br />

While others hesitate, we are not<br />

content to wait. We provide solutions<br />

that set standards for others to follow.<br />

Our service helps make health care<br />

administration more effective and<br />

efficient for beneficiaries. Our solutions<br />

help us exceed our clients’ expectations.<br />

Our challenges drive our successes.<br />

We believe there’s no question of<br />

success for Palmetto <strong>GBA</strong> in 2011.<br />

Together, we will rise to meet challenges;<br />

to overcome obstacles and to succeed<br />

like never before.


table of contents<br />

President’s Letter...................................... 3<br />

Company Overview................................... 4<br />

Rising to Meet Challenges..................... 5<br />

Rising Accomplishments........................ 6<br />

Rising to Provide Solutions.....................7<br />

Rising Corporate Responsibility.........12<br />

Rising to Meet Critical Needs..............13<br />

Leadership.................................................. 17<br />

• Q&A<br />

• Board of Directors<br />

• Corporate Officers<br />

By the numbers........................................30<br />

• Report of Independent Auditors<br />

• Balance Sheets<br />

• Statements of Operations<br />

• Statements of Changes<br />

in Member’s Equity<br />

• Statements of Cash Flows<br />

• Notes to Financial Statements


PRESIDENT’S LET TER<br />

3<br />

Palmetto <strong>GBA</strong>’s annual report offers us<br />

the opportunity to review and celebrate<br />

our company-wide efforts for the past<br />

year. This year’s report details hard-won<br />

triumphs amid not just difficult economic<br />

circumstances, but some of the<br />

most turbulent times in our industry’s<br />

existence.<br />

In <strong>2010</strong>, we saw the health care reform<br />

debate become even more contentious.<br />

Accessibility to health care and the right<br />

to guaranteed medical insurance are<br />

being examined on a greater level today<br />

than ever before, but this we already<br />

know: effective health care administration<br />

is one of the most fundamental<br />

tasks our nation must master in the 21st<br />

century. Fortunately, our position is one<br />

that will allow us to positively impact our<br />

nation’s ability to meet this and other<br />

difficult challenges.<br />

Our job, already vital to the countless<br />

beneficiaries we serve every day, has<br />

become even more critical.<br />

The coming years will present unforeseen<br />

and unexpected obstacles. We<br />

will have the chance to turn these<br />

challenges into learning opportunities<br />

that will enhance our ability to solve<br />

problems. If we apply lessons learned in<br />

more difficult times, we can continue to<br />

realize our demanding goals.<br />

Our organization has a foundation built<br />

for success. Our proven track record<br />

demonstrates our ability to face challenges<br />

head-on, without hesitation<br />

and with fortitude that sustains our<br />

hard-won market position. Our thoughtful<br />

innovations, ongoing exceptional<br />

performance and attention to compliance<br />

set us apart from our competitors.<br />

Further, our workforce of motivated,<br />

reliable Palmetto <strong>GBA</strong> associates brings<br />

our corporate ideals to life each day.<br />

As you enjoy this annual report, I hope<br />

you share my pride. The following pages<br />

are a reminder of our tremendous<br />

resilience, cohesive strength and the<br />

enormous significance of our shared<br />

duty. The challenging times to come<br />

will test our focus and commitment.<br />

I believe we can and will rise to meet<br />

these challenges in spite of an everchanging<br />

marketplace.<br />

Thank you for your persistent dedication.<br />

I look forward to the accomplishments<br />

we are sure to share in the<br />

months ahead.<br />

bruce w. hughes<br />

President and COO


COMPANY OVERVIEW<br />

4<br />

Palmetto <strong>GBA</strong> is a leading provider<br />

of technical, administrative and<br />

contact-center services to the federal<br />

government. Our primary business<br />

is providing services to the Centers<br />

for Medicare and Medicaid Services<br />

(CMS), Medicare beneficiaries and<br />

Medicare providers. Palmetto <strong>GBA</strong> is<br />

one of only two Medicare contractors<br />

with experience in all Medicare<br />

business segments: Medicare Part<br />

A, Medicare Part B, Durable Medical<br />

Equipment and Regional Home Health<br />

and Hospice. Palmetto <strong>GBA</strong> has<br />

administered Medicare contracts for 45<br />

years and currently serves 11.3 million<br />

beneficiaries in all 50 states.<br />

Palmetto <strong>GBA</strong> is comprised of more<br />

than 2,000 associates in Georgia, Ohio,<br />

Illinois and South Carolina as well as<br />

additional staff support throughout<br />

various jurisdictions. In <strong>2010</strong>, Palmetto<br />

<strong>GBA</strong> processed more than 179 million<br />

Medicare claims and paid more than<br />

$59 billion in benefits. An undisputed<br />

reputation and commitment to<br />

operational excellence have resulted in<br />

ever-increasing customer satisfaction,<br />

product performance and efficiency.


CLAIMS PROCESSED (in millions) BENEFITS PAID (in billions) BENEFICIARIES SERVED (in millions)<br />

200<br />

$60<br />

12<br />

150<br />

100<br />

50<br />

117<br />

117<br />

98<br />

120<br />

181<br />

179<br />

$50<br />

$40<br />

$30<br />

$20<br />

$10<br />

$27<br />

$30<br />

$29<br />

$36<br />

$54<br />

$59<br />

10<br />

8<br />

6<br />

4<br />

2<br />

10.2<br />

9.4<br />

8.3<br />

9.5<br />

10.9<br />

11.3<br />

0<br />

2005 2006 2007 2008 2009 <strong>2010</strong> 2005 2006 2007 2008 2009 <strong>2010</strong><br />

$0<br />

0<br />

2005 2006 2007 2008 2009 <strong>2010</strong>


Medicare Integrity Program<br />

J1 A/B MAC PART A/RHHI PART B PART B<br />

(SC)<br />

(OH-WV)<br />

RRB<br />

Palmetto <strong>GBA</strong> protects the Medicare<br />

Trust Fund against fraud and waste<br />

with safeguards that result in<br />

significant savings for Medicare.<br />

Through September <strong>2010</strong>, our efforts<br />

resulted in the following savings:<br />

BI<br />

MSP<br />

MR<br />

TOTAL<br />

N/A<br />

$ 453,063,728<br />

$ 242,970,369<br />

$ 696,034,097<br />

$ 258,508<br />

$ 257,766,935<br />

$ 53,401,420<br />

$ 311,426,863<br />

N/A<br />

$ 22,248,912<br />

$ 16,479,180<br />

$ 38,728,092<br />

N/A<br />

$ 46,995,872<br />

$ 10,716,329<br />

$ 57,712,201<br />

$ 26,297<br />

$ 5,811,530<br />

$ 11,389,830<br />

$ 17,227,657<br />

BI BENEFITS INTEGRITY MSP MEDICARE SECONDARY PAYER MR MEDICAL REVIEW


RISING TO MEET CHALLENGES<br />

5<br />

In spite of turbulent change and ongoing evolution in the health care arena,<br />

Palmetto <strong>GBA</strong> is focused on providing leadership. We provide customers with<br />

performance, integrity, attention-to-detail and a quick response to their needs.<br />

That our associates share these values enables us to successfully navigate<br />

even in a competitive, ever-changing environment.<br />

Rising Success in New<br />

Contracting Environments<br />

Section 911 of the Medicare Prescription<br />

Drug, Improvement, and Modernization<br />

Act of 2003 mandated that the Secretary<br />

for Health and Human Services<br />

replace the current contracting authority<br />

to administer the Medicare Part A<br />

and Part B Fee-for-Service programs<br />

with the new Medicare Administrative<br />

Contractor authority (www.cms.gov/<br />

medicareContractingReform/).<br />

Prior to Medicare Contractor Reform,<br />

fiscal intermediaries processed<br />

claims for Medicare Part A and Part B<br />

for health care facilities while carriers<br />

processed claims for Medicare Part<br />

B services from physicians, and other<br />

outpatient services.<br />

In 2006, the Centers for Medicare and<br />

Medicaid Services (CMS) began to<br />

award Medicare Administrative<br />

Contracts (A/B MAC) through competitive<br />

procedures with fifteen regional<br />

jurisdictions, replacing the previous<br />

fiscal intermediaries and carriers.<br />

Currently nine A/B MAC contracts have<br />

been implemented and CMS intends<br />

to implement four additional contracts<br />

in 2011. In July <strong>2010</strong>, CMS announced<br />

its intent to consolidate these fifteen<br />

jurisdictions into ten jurisdictions<br />

through a phased, multi-year approach<br />

(www.fbo.gov).<br />

Palmetto <strong>GBA</strong> has been awarded two<br />

jurisdictions — Jurisdiction 1 and<br />

Jurisdiction 11 — in the new contracting<br />

environment. Our long-term track<br />

record of providing innovative, best<br />

value business solutions to our<br />

customers positions us for more<br />

success in the next phase of A/B MAC<br />

competitions.


RISING ACCOMPLISHMENTS<br />

6<br />

Growth, differentiation and sustainability are significant drivers in Palmetto <strong>GBA</strong>’s<br />

strategic framework. We believe these priorities were significant contributors to a<br />

landmark year in business opportunities in <strong>2010</strong>.<br />

Business Development<br />

Accomplishments <strong>2010</strong><br />

• Awarded the Jurisdiction 11 A/B<br />

Medicare Administrative Contractor<br />

(MAC) contract. Encompassing North<br />

Carolina, South Carolina, Virginia, and<br />

West Virginia, the projected claims<br />

volume for this contract is more than<br />

$495 million. With more than 47,000<br />

physicians and nearly 400 hospitals<br />

providing care to more than 3.6 million<br />

Medicare beneficiaries, Jurisdiction<br />

11 contract implementation will<br />

be complete in June 2011.<br />

• Partnered with Noridian Administrative<br />

Services (NAS) to expand operations<br />

of the Healthcare Administration<br />

Association of America, LLC (HAAA)<br />

in China. NAS created HAAA to serve<br />

as the third party administrator (TPA)<br />

for the government-run medical<br />

insurance program in the Chinese<br />

municipality of Xinxiang. The contract<br />

is the first of its kind between an<br />

international company and a Chinese<br />

government agency for the Chinese<br />

health care reform program.<br />

• Won a task order to provide systems<br />

testing service for the newly<br />

developed National Level Repository<br />

(NLR) system. The system provides<br />

payment administration for incentive<br />

payments to providers in compliance<br />

with the Health Information<br />

Technology for Economic and Clinical<br />

Health (HITECH) regulation under<br />

the Health Reform legislation.<br />

• Awarded an expanded Customer<br />

Service Support Center (CSSC)<br />

contract with CMS through our General<br />

Services Administration GSA Schedule<br />

70 contract. The contract expansion<br />

includes development of a system<br />

to collect and process encounter<br />

data transactions from the Medicare<br />

Advantage plans. Also included is<br />

a Third Party Administrator (TPA)<br />

service to support and coordinate<br />

drug discount billings and payments<br />

between drug manufacturers and<br />

Medicare Prescription Drug plans.<br />

• Won and implemented the Customer<br />

Service for Medicare Modernization<br />

(CSMM) Help Desk contract.<br />

Through the contract, Palmetto<br />

<strong>GBA</strong> operates the CSMM Help Desk,<br />

which provides technical support<br />

for administration systems of the<br />

Medicare Advantage and Prescription<br />

Drug programs to Medicare<br />

Advantage plans across the nation.<br />

• Awarded support of HIPAA 5010<br />

processing for Pinnacle Business<br />

Solutions, Inc. Palmetto <strong>GBA</strong> provides<br />

Electronic Data Interchange (EDI)<br />

translation and routing services for<br />

Pinnacle’s Medicare contracts.<br />

• Awarded the South Carolina<br />

Department of Health and Human<br />

Services (SCDHHS) contract to<br />

perform SC Medicaid Third Party<br />

Liability services in partnership<br />

with BlueCross BlueShield of South<br />

Carolina’s (BCBSSC) Medicaid Division.


RISING TO PROVIDE SOLUTIONS<br />

7<br />

At Palmetto <strong>GBA</strong>, commitment to ongoing operational excellence has equal footing<br />

with new business development initiatives. Our willingness to be accountable for<br />

performance, provide innovative solutions and operate with a lean cost structure led<br />

to many corporate accomplishments in <strong>2010</strong>.<br />

Operational Accomplishments <strong>2010</strong><br />

• Exceeded $236 million in revenue<br />

and $7 million in pre-tax net income<br />

through December <strong>2010</strong>.<br />

• Began third contract year for<br />

Jurisdiction 1 A/B MAC Operations.<br />

Option Year 3 began January 25, 2011.<br />

There are more than 77,000 physicians<br />

and 500 hospitals providing care<br />

to more than 5.1 million Medicare<br />

beneficiaries in Jurisdiction 1.<br />

• Achieved CMS accreditation of the<br />

Secure Provider Internet Portal, Online<br />

Provider Services (OPS). OPS provides<br />

a CMS 3-Zone compliant environment<br />

in which providers can check the<br />

status of claims, review electronic<br />

remits, lookup beneficiary eligibility<br />

and review financial data.<br />

As of April 22, 2011, OPS has<br />

53,665 Registered Users,<br />

representing 31,426 Providers.<br />

• Transitioned the Wisconsin Physicians<br />

Service (WPS) Part A providers in the<br />

Jurisdiction 1 A/B MAC (J1) geographic<br />

area to the J1 contract. The additional<br />

providers and workload will increase<br />

the Part A workload by approximately<br />

20% and add an estimated $12 million<br />

in annual revenue. We had the unique<br />

distinction of being the first contractor<br />

to perform this workload migration<br />

for CMS and set the standard<br />

process for future migrations.<br />

• Completed the Round 1 Rebid for the<br />

Medicare Durable Medical Equipment<br />

Prosthetics, Orthotics and Supplies<br />

(DMEPOS) Competitive Bidding<br />

Program through our Competitive<br />

Bidding Implementation Contractor<br />

(CBIC) contract. The effort included<br />

extensive education and outreach<br />

to key stakeholders, the evaluation<br />

of thousands of bids, and the award<br />

of contracts to eligible bidders<br />

to meet beneficiary demand.<br />

• Completed the three-year<br />

recertification of the Palmetto <strong>GBA</strong><br />

Systems Division for Capability<br />

Maturity Model Integration Level 2.<br />

• Earned Customer Operations Performance<br />

Center, Inc. (COPC) certification<br />

of our Part A provider contact center.<br />

• Enjoyed success in Healthcare<br />

Integrated General Ledger Accounting<br />

System (HIGLAS) Transition Support<br />

and HIGLAS Training Contracts.<br />

We provided support to one HIGLAS<br />

Workload Manual Merge Transition,<br />

four HIGLAS Workload Merge<br />

Transitions, four A/B MAC Workload<br />

Transitions, and the inaugural<br />

Wisconsin Physician’s Services<br />

(WPS) Legacy HIGLAS Merge<br />

Transition to the J1 contractor.<br />

• Launched a series of creative antifraud<br />

initiatives to address growing<br />

Medicare program abuse. Palmetto<br />

<strong>GBA</strong> developed a customized risk<br />

score for both specific geographical<br />

areas and specific providers.<br />

The sophisticated risk scoring<br />

methodology factors in a number of<br />

data elements and helps identify and<br />

focus resources on problem areas.


obbie cassel<br />

Systems and Support


anja bouphasavanh<br />

Finance and Accounting<br />

12<br />

conetta rogers<br />

Finance and Accounting<br />

kelly grahovac<br />

J1 A/B MAC


kathy bounds<br />

Medicare Integrity Program<br />

lucas dantzler<br />

National Supplier Clearinghouse


antonio burkett<br />

Finance and Accounting


RISING CORPORATE RESPONSIBILIT Y<br />

12<br />

Palmetto <strong>GBA</strong> associates make a profound impact on their communities in many<br />

ways. As part of our corporate philanthropic culture, we support and applaud their<br />

efforts for both major initiatives and local projects. Palmetto <strong>GBA</strong> associates give<br />

generously year after year of time, talent and gifts and <strong>2010</strong> brought giving to its<br />

highest level in our company history.<br />

American Heart Association’s<br />

Start! Heart Walk<br />

The American Heart Association (AHA)<br />

is committed to “building better lives<br />

free of heart disease and stroke.” AHA’s<br />

premier fundraising event — the annual<br />

Start! Heart Walk — brings together<br />

co-workers, friends and family members<br />

to fight this country’s No. 1 and 3 killers.<br />

The Start! Heart Walk promotes hearthealthy<br />

living and physical activity. In<br />

<strong>2010</strong>, Palmetto <strong>GBA</strong> associates raised<br />

more than $6,664 in donations and<br />

walker sponsorships to support this<br />

life-saving organization.<br />

United Way<br />

United Way is a nonprofit organization<br />

whose vision is to build a stronger<br />

America by mobilizing communities to<br />

build stronger lives. In <strong>2010</strong>, BlueCross<br />

associates contributed a record-high<br />

$2 million to the United Way campaign,<br />

including Palmetto <strong>GBA</strong> associates who<br />

contributed more than $175,000 to the<br />

corporate total.<br />

The March of Dimes<br />

The March of Dimes (MOD) is the<br />

leading nonprofit organization for<br />

pregnancy and baby health. MOD strives<br />

to improve infant health by preventing<br />

birth defects, premature birth and infant<br />

mortality. In <strong>2010</strong>, Palmetto <strong>GBA</strong> associates<br />

contributed to the $62,151 that<br />

BlueCross raised for the <strong>2010</strong> March of<br />

Dimes Walk America campaign.


RISING TO MEET CRITICAL NEEDS<br />

13<br />

Palmetto <strong>GBA</strong> associates give generously of their time, talents and hearts for a vast<br />

number of local nonprofit organizations. It’s a profound level of support that reaches<br />

deeply into areas of need and yields positive effects in countless lives.<br />

Children’s Health and Well-Being<br />

Angel Tree<br />

Camp Burnt Gin<br />

Camp Kemo<br />

Court Appointed Special Advocate<br />

(CASA)<br />

Epworth Children’s Home<br />

Firefighters 4 Kids Toy Drive<br />

Heart Warming Tree<br />

Marine Toys for Tots Foundation<br />

National Association of Black<br />

Accountants Scholarships<br />

Palmetto Pals<br />

Palmetto Place Children’s<br />

Emergency Shelter<br />

Sacks of Love<br />

School Supply Drives<br />

World Vision<br />

Disease Prevention and Management<br />

AIDS Benefit Foundation of SC<br />

American Cancer Society – Relay for Life<br />

American Red Cross<br />

Hospice of Portsmouth<br />

Huntington Disease Society of America<br />

Juvenile Diabetes Research Foundation<br />

Ronald McDonald House<br />

Shepeard Community Blood Center<br />

Health and Human Services<br />

Adopt-A-Family<br />

Adopt-A-Troop<br />

Angels House<br />

Brookland Baptist Church Soup Kitchen<br />

Columbia Museum of Art<br />

Dillon High School Haiti Earthquake<br />

Water Campaign<br />

Extreme Makeover: Home Edition<br />

Families Helping Families<br />

Franklin Furnace Flood Victims<br />

Harvest Hope Food Bank<br />

Killian Community Club<br />

Lutheran Family Services<br />

MLK Day of Service<br />

Manna House<br />

McKissick Museum<br />

Mid-Ohio Food Bank<br />

Northwest Ohio Tornado Relief Fund<br />

Oliver Gospel Mission<br />

Safe Homes of Augusta<br />

Salvation Army Red Kettle Campaign<br />

Scioto County Homeless Shelter<br />

Sistercare<br />

Wm. Jennings Bryan Dorn<br />

VA Medical Center<br />

Animal Protection<br />

Canine Collective<br />

Greyhound Pets of America<br />

PAALS – Palmetto Animals Assisted<br />

Life Services<br />

Sierra’s Haven


artley boswell<br />

Projects and Planning<br />

rocio montalvo<br />

National Supplier Clearinghouse<br />

garrett black<br />

Document Control


kevin gaid<br />

Finance and Accounting


ick newton<br />

Document Control<br />

timothy bumford<br />

National Supplier Clearinghouse


leadership<br />

Unwavering vision and firm resolve steady<br />

Palmetto <strong>GBA</strong> in even the most uncertain<br />

times. A group of our leaders shared their<br />

current thoughts on how values, resiliency<br />

and innovation enable our organization and<br />

associates to rise to meet challenges and<br />

foster continued growth.


17<br />

leadership<br />

Jean Catalano.....................................................19<br />

Elaine Garrick .....................................................21<br />

Ann Archibald.....................................................23<br />

Sharon Cook-McEwen....................................25<br />

Sheri Thompson................................................ 27<br />

Board of Directors............................................28<br />

Corporate Officers...........................................29


jean catalano<br />

Assistant Vice President, Competitive Bidding<br />

Implementation Program Manager


19<br />

Q: How do you think our key strategic<br />

goals interface with our rapidly<br />

changing industry<br />

A: I think our key strategic goals are<br />

the right ones both for our internal and<br />

external environment. To stay competitive<br />

and succeed, we must remain<br />

financially sound and focus on growth in<br />

new and current markets. We do both by<br />

delivering high value business partnerships.<br />

The competition will continue<br />

to get tougher and being ready means<br />

quickly adapting to rapidly changing<br />

customer requirements. Having the<br />

right people in the key positions sets<br />

us apart. The associates of Palmetto<br />

<strong>GBA</strong> – many of whom have been here 10<br />

years or even 20 years – have expertise<br />

that enables us to meet the needs of a<br />

rapidly changing industry. Combine that<br />

resource with a deep commitment to<br />

core values and success follows.<br />

Q: How are we prepared to rise<br />

to meet our primary issues and<br />

opportunities<br />

A: Increasing competition itself is a<br />

challenge and opportunity. To address<br />

the challenge, we evaluate technology<br />

solutions, adapt service and product<br />

offerings, and actively respond to<br />

customers. While it’s our responsibility<br />

to do what our customers have asked of<br />

us, we have the opportunity to do more.<br />

The ability to anticipate and resolve<br />

problems before they arise takes a<br />

significant investment in training and<br />

cultivating innovation throughout the<br />

organization. We’re continually investing<br />

in our infrastructure and human<br />

resources while inspiring performance<br />

and establishing a culture of responsiveness.<br />

Our systems help us accomplish<br />

our goals, so at the end of the day you’re<br />

prepared to meet challenges head on.


elaine garrick<br />

Vice President, Customer Service Strategies


2 1<br />

Q: What represents Palmetto <strong>GBA</strong> as<br />

a company How are we unique<br />

A: We represent different things to different<br />

people. To customers, we represent<br />

the utmost quality and exceptional<br />

service. To associates, we represent<br />

stability. To the communities in which<br />

we do business, we represent care and<br />

concern. That cultivation of relationships<br />

with associates, customers and<br />

communities sets us apart.<br />

Q: How can we sustain growth and<br />

ensure exceptional performance<br />

A: Strategy. We’ve enjoyed a reputation<br />

of being the go-to industry contractor<br />

for a very long time. We must reinforce<br />

this position in our customers’ eyes.<br />

They must continue to rely on us for<br />

innovative solutions. That means staying<br />

plugged in to potential opportunities<br />

and strategically aligned with effective<br />

partnerships that yield opportunity.<br />

Our performance is critical. Exceptional<br />

performance does not occur by happenstance.<br />

It’s achieved through an<br />

organized, systematic action plan that<br />

benchmarks and evaluates progress<br />

each step of the way. And you have to<br />

put the right resources behind that plan,<br />

and ultimately hold yourselves accountable<br />

to ensure your plan is working.


ann archibald<br />

Vice President and Compliance Officer


23<br />

Q: Our core values are Communication,<br />

Responsibility, Integrity, Service,<br />

People, Innovation and Quality. What<br />

makes these values so important<br />

A: These values represent what we<br />

believe in and what we stand for as a<br />

company. While they are the foundation<br />

on which we have always operated, we<br />

felt it essential to develop a structured<br />

ethics program in 1997: Our Values.<br />

Our Values states our commitment to<br />

laws, regulations and policies as well<br />

as outlines expectations and behaviors<br />

all associates are expected to follow.<br />

Our Values is a key element of our<br />

compliance program and embodies our<br />

philosophy for conducting business. The<br />

program has been widely successful<br />

because the people of Palmetto <strong>GBA</strong><br />

have embraced it as a part of our culture<br />

and they believe that it is an imperative<br />

part of our success.<br />

Q: How do we embrace these values in<br />

all we do<br />

A: They’re evident in everything we do.<br />

We refuse to compromise our integrity<br />

and have a compliance program to<br />

safeguard against it. A key component<br />

of that program is our associates.<br />

They share their concerns and trust<br />

we’ll approach them with the utmost<br />

priority to reach resolution. That speaks<br />

volumes to how well a compliance<br />

program works.


sharon cook-mcewen<br />

Assistant Vice President, Part B Operations


25<br />

Q: How do we demonstrate resiliency<br />

in the midst of an extremely complex<br />

industry<br />

A: We foster the ability to adapt and<br />

innovate even in the face of heavy challenges.<br />

Our robust Quality Management<br />

System supports ongoing evaluation of<br />

our performance against our customer’s<br />

needs and standards. One key component<br />

of our resiliency is the longevity<br />

of our associates. Their commitment<br />

benefits both the company and the<br />

beneficiaries we serve.<br />

Q: As we ready ourselves for the<br />

future, what challenges lie ahead<br />

A: We will continue to be challenged<br />

by the ongoing national debate about<br />

health care funding and delivery. As we<br />

work toward solutions, we must remain<br />

open and prepared to be part of shaping<br />

solutions for changes yet to be defined.<br />

It’s imperative that we listen to customers<br />

and adjust to meet their changing<br />

needs. In today’s market, we cannot<br />

rely solely on our past performance<br />

as an indicator of a business partner’s<br />

credibility. We must continue to do<br />

the fundamental things that made our<br />

partnerships successful while continuing<br />

to identify and implement new ideas.<br />

Demonstrating agility, responsiveness,<br />

and excellence will move us forward.


sheri thompson<br />

Assistant Vice President, Part A Operations


27<br />

Q: How does Palmetto <strong>GBA</strong> communicate,<br />

educate and foster associates’<br />

innovation<br />

A: At Palmetto <strong>GBA</strong>, I think the employees<br />

are the company’s concrete<br />

foundation and we have to consider<br />

and evaluate them to tap into their true<br />

motivations and desires. If a company<br />

wants to reach its greatest potential, it<br />

must work toward improvement rather<br />

than perfection. Innovation is not necessarily<br />

perfection; it’s working toward<br />

improvement. We demonstrate an<br />

innovation-rich culture through a variety<br />

of programs that reward star performers,<br />

foster creative learning and provide<br />

comprehensive training and evaluation.<br />

Q: How is innovation working for<br />

Palmetto <strong>GBA</strong><br />

A: Our culture nurtures positive innovative<br />

thinking, period. It begins with each<br />

associate but ultimately becomes a<br />

shared experience. Our environment<br />

allows associates to freely contribute<br />

ideas, both individually and collectively<br />

via work groups. That level of encouragement<br />

gives associates freedom<br />

to think deeply and effectively about<br />

what they do in their job. To gauge<br />

innovation’s role in our successes, we<br />

consider key elements: Did we apply<br />

this across multiple lines of business<br />

Did we share the deployments Did we<br />

actively promote team participation Did<br />

the innovation save time and money The<br />

answers to those questions tell us that<br />

innovation is working at Palmetto <strong>GBA</strong>.


BOARD OF DIRECTORS<br />

28<br />

PICTURED LEFT TO RIGHT<br />

Col. Robert E. Shields<br />

Retired, Humana Military Healthcare Services (TRICARE)<br />

Bruce W. Hughes<br />

President, Government Programs Division,<br />

BlueCross BlueShield of South Carolina<br />

M. Edward Sellers<br />

Chairman, Board of Directors,<br />

BlueCross BlueShield of South Carolina<br />

Lelia Wright<br />

Retired, Blue Cross Blue Shield of Texas<br />

David Pankau<br />

Chairman, Board of Directors, Palmetto <strong>GBA</strong>, LLC and<br />

President/CEO BlueCross BlueShield of South Carolina<br />

Ilene H. Nagel<br />

Russell Reynolds Associates, Managing Director<br />

T. Jeffrey Littlefield<br />

Vice President, P<strong>GBA</strong>, LLC


CORPORATE OFFICERS<br />

29<br />

TOP ROW<br />

Ann Archibald<br />

Vice President and<br />

Compliance Officer<br />

Mike Barlow<br />

Vice President,<br />

A/B MAC Jurisdiction 1<br />

Project Manager<br />

Rex Brown<br />

Assistant Vice President,<br />

Quality and Training<br />

Neal Burkhead<br />

Vice President,<br />

Medicare Integrity Program<br />

and Part A Operations<br />

Bruce Hughes<br />

President and Chief<br />

Operating Officer<br />

Joe Johnson<br />

Assistant Vice President,<br />

EDI Systems<br />

Elaine Garrick<br />

Vice President,<br />

Customer Service Strategies<br />

BOTTOM ROW<br />

Dickie Butler<br />

Vice President,<br />

Systems and Support<br />

Jean Catalano<br />

Assistant Vice President,<br />

Competitive Bidding<br />

Implementation Program<br />

Manager<br />

Sharon Cook-McEwen<br />

Assistant Vice President,<br />

Part B Operations<br />

DeDee Rowe<br />

Secretary<br />

Robin Spires<br />

Vice President, Part B<br />

Operations and Training<br />

Sheri Thompson<br />

Assistant Vice President,<br />

Part A Operations<br />

Joe Wright<br />

Vice President,<br />

and Chief Financial Officer<br />

NOT PICTURED<br />

Bob Leichtle<br />

Treasurer


12<br />

by the numbers<br />

Report of Independent Auditors..........31<br />

Audited Financial Statements<br />

Balance Sheets.............................................32<br />

Statements of Operations....................... 33<br />

Statements of Changes<br />

in Member’s Equity..................................... 33<br />

Statements of Cash Flows....................... 34<br />

Notes to Financial Statements.............. 36


3 1<br />

Board of Directors<br />

Palmetto <strong>GBA</strong>, LLC<br />

We have audited the accompanying balance sheets of Palmetto <strong>GBA</strong>, LLC as of December 31,<br />

<strong>2010</strong> and 2009, and the related statements of operations, changes in member’s equity, and<br />

cash flows for the years then ended. These financial statements are the responsibility of the<br />

Company’s management. Our responsibility is to express an opinion on these financial statements<br />

based on our audits.<br />

We conducted our audits in accordance with auditing standards generally accepted in the<br />

United States. Those standards require that we plan and perform the audit to obtain reasonable<br />

assurance about whether the financial statements are free of material misstatement. An<br />

audit includes examining, on a test basis, evidence supporting the amounts and disclosures in<br />

the financial statements. An audit also includes assessing the accounting principles used and<br />

significant estimates made by management, as well as evaluating the overall financial statement<br />

presentation. We believe that our audits provide a reasonable basis for our opinion.<br />

In our opinion, the financial statements referred to above present fairly, in all material respects,<br />

the financial position of Palmetto <strong>GBA</strong>, LLC at December 31, <strong>2010</strong> and 2009, and the results<br />

of its operations and its cash flows for the years then ended in conformity with accounting<br />

principles generally accepted in the United States.<br />

February 23, 2011


BAL ANCE SHEETS (IN T HOUS A ND S)<br />

32<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Assets<br />

Current assets:<br />

Cash and cash equivalents $ 18,774 $ 23,886<br />

Accounts receivable, net 35,241 25,231<br />

Accounts receivable from affiliates 1,403 940<br />

Accrued revenue 33,580 38,147<br />

Prepaid expenses 1,561 1,354<br />

Deferred income taxes 3,505 2,116<br />

Total current assets 94,064 91,674<br />

Long-term Assets:<br />

Fixed assets, net of accumulated depreciation<br />

of $27,005 and $25,347 in <strong>2010</strong> and 2009, respectively 4,458 4,228<br />

Long-term investments 4,207 —<br />

Investments in affiliates 6,123 2,073<br />

Deferred income taxes 286 346<br />

Total long-term assets 15,074 6,647<br />

Total assets $ 109,138 $ 98,321<br />

Liabilities and Member’s Equity<br />

Current liabilities:<br />

Accrued payroll, taxes and benefits $ 13,092 $ 14,918<br />

Payable to parent 8,282 7,294<br />

Other liabilities 23,449 17,044<br />

Deferred income taxes 208 218<br />

Total current liabilities 45,031 39,474<br />

Long-term liabilities:<br />

Deferred income taxes 68 —<br />

Total long-term liabilities 68 —<br />

Member’s equity:<br />

Contributed capital 28,461 28,461<br />

Retained earnings 5,452 30,386<br />

Accumulated other comprehensive income 126 —<br />

Total member’s equity 64,039 58,847<br />

Total liabilities and member’s equity $ 109,138 $ 98,321<br />

<strong>PALMETTO</strong> <strong>GBA</strong>, LLC<br />

(a single-member, limited liability company owned<br />

by BlueCross BlueShield of South Carolina)<br />

The accompanying notes are an integral part of<br />

these financial statements.


STATEMENTS OF OPERATIONS (IN T HOUS A ND S)<br />

33<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Revenues<br />

Total revenues $ 236,156 $ 246,890<br />

Expenses<br />

Total expenses 230,172 242,325<br />

Gain from operations 5,984 4,565<br />

Investment income 1,086 491<br />

Income before income taxes 7,070 5,056<br />

Provision for income taxes 2,004 863<br />

Net Income $ 5,066 4,193<br />

Discontinued operations (Note 8)<br />

Pre-tax income from discontinued operations 476<br />

Pre-tax gain on sale of discontinued operations 139<br />

Income tax expense 193<br />

Income from discontinued operations, net of income taxes 422<br />

Net Income $ 4,615<br />

STATEMENTS OF CHANGES IN MEMBER’S EQUIT Y (IN T HOUS A ND S)<br />

Accumulated<br />

Other<br />

Contributed Retained Comprehensive<br />

Capital Earnings Income Total<br />

Balance January 1, 2009 $ 28,596 $ 25,771 $ — $ 54,367<br />

Net income — 4,615 — 4,615<br />

Contribution of capital (135) — — (135)<br />

Balance December 31, 2009 28,461 30,386 — 58,847<br />

Net income — 5,066 — 5,066<br />

Change in unrealized gain<br />

on securities classified as<br />

available-for-sale — — 126 126<br />

Balance December 31, <strong>2010</strong> $ 28,461 $ 35,452 $ 126 $ 64,039<br />

<strong>PALMETTO</strong> <strong>GBA</strong>, LLC<br />

(a single-member, limited liability company owned<br />

by BlueCross BlueShield of South Carolina)<br />

The accompanying notes are an integral part of<br />

these financial statements.


STATEMENTS OF CASH FLOWS (IN T HOUS A ND S)<br />

3 4<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Cash flows from operating activities<br />

Net income $ 5,066 $ 4,193<br />

Adjustments to reconcile net income to net cash<br />

provided from operating activities:<br />

Depreciation 1,594 1,003<br />

Amortization on bonds 4 —<br />

Realized loss on investments 127 —<br />

Equity in income of affiliate 950 837<br />

Deferred income tax provision (1,339) 144<br />

Changes in operating assets and liabilities:<br />

(Increase)/decrease in accounts receivable (10,010) 5,143<br />

(Increase)/decrease in receivables from affiliates (463) 13,417<br />

Decrease /(increase) in accrued revenue 4,567 (5,304)<br />

Increase in prepaid expense (207) (366)<br />

(Decrease)/increase in accrued payroll, taxes and benefits (1,826) 339<br />

Increase/(decrease) in payable to parent 988 (1,555)<br />

Increase/(decrease) in other liabilities 6,405 (2,312)<br />

Net cash provided from operating activities 5,856 15,539<br />

Cash flows from investing activities:<br />

Capital contribution to affiliate (5,000) —<br />

Fixed assets purchased (1,824) (815)<br />

Investments sold - available-for-sale 956 —<br />

Investments purchased - held-to-maturity (1,547) —<br />

Investments purchased - available-for-sale (3,553) —<br />

Net cash used in investing activities (10,968) (815)<br />

Cash flows from financing activities:<br />

Capital contribution from parent — (135)<br />

Net (decrease) increase in cash<br />

and cash equivalents from continuing operations (5,112) 14,589<br />

<strong>PALMETTO</strong> <strong>GBA</strong>, LLC<br />

(a single-member, limited liability company owned<br />

by BlueCross BlueShield of South Carolina)<br />

The accompanying notes are an integral part of<br />

these financial statements.


STATEMENTS OF CASH FLOWS (CONTINUED) (IN T HOUS A ND S)<br />

35<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Cash flows from discontinued operations<br />

Income of discontinued operations $ — $ 422<br />

Cash flows from operating activities of discontinued operations — 560<br />

Net increase in cash and cash equivalents from discontinued operations — 982<br />

Net (decrease) increase in cash and cash equivalents (5,112) 15,571<br />

Cash and cash equivalents from continuing operations, beginning of year 23,886 7,458<br />

Cash and cash equivalents of discontinued operations, beginning of year — 857<br />

Cash and cash equivalents from continuing operations, end of year $ 18,774 $ 23,886<br />

Supplemental disclosures of cash paid during the year for:<br />

Income taxes $ 2,072 $ 1,321<br />

<strong>PALMETTO</strong> <strong>GBA</strong>, LLC<br />

(a single-member, limited liability company owned<br />

by BlueCross BlueShield of South Carolina)<br />

The accompanying notes are an integral part of<br />

these financial statements.


NOTES TO FINANCIAL STATEMENTS<br />

36<br />

NOTE 1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT<br />

ACCOUNTING POLICIES<br />

Palmetto <strong>GBA</strong>, LLC (the Company) is a single-member limited liability company organized on<br />

January 1, 1998. The Company’s sole member is Blue Cross and Blue Shield of South Carolina<br />

(BCBSSC). The Company is engaged in the business of providing Medicare Administrative<br />

Contractor Services, Medicare Part A fiscal intermediary services and Medicare Part B<br />

carrier services in various states. These services include health insurance claims processing<br />

and payment, customer service for Medicare beneficiaries and health care providers, and<br />

payment safeguard functions designed to detect and prevent fraud and abuse in the Medicare<br />

program. The Company provides services to Medicare beneficiaries residing in various<br />

states, Puerto Rico and the U.S. Virgin Islands. The Company’s major customer is the Centers<br />

for Medicare and Medicaid Services (CMS), the federal agency with fiduciary responsibility for<br />

the Medicare program.<br />

In 2009, the Company was notified that it was the successful bidder on the CMS Jurisdiction<br />

11 A/B MAC. This jurisdiction includes the states of North Carolina, South Carolina, Virginia<br />

and West Virginia. Under this five year contract, Palmetto <strong>GBA</strong> would perform all the Medicare<br />

Parts A and B administration for the jurisdiction. The contract also encompasses Regional<br />

Home Health and Hospice Intermediary (RHHI) for 16 states. Although the award of this contract<br />

was protested, the protest was resolved in the Company’s favor in <strong>2010</strong>. This contract<br />

will result in annual revenue of approximately $66,000,000 beginning in 2011.<br />

The financial statements have been prepared in accordance with accounting principles<br />

generally accepted in the United States (GAAP). The preparation of financial statements in<br />

conformity with GAAP requires management to make estimates and assumptions that affect<br />

the reported amounts of assets and liabilities at the date of the financial statements and the<br />

reported amounts of revenues and expenses during the reporting period. Actual results could<br />

differ from those estimates.<br />

Cash equivalents<br />

Cash equivalents represent certificates of deposit that have maturities of less than<br />

three months at date of purchase and money market fund investments. Market risk for<br />

cash and cash equivalents is limited to any one institution when deposits exceed federally<br />

insured limits.<br />

Financial instruments<br />

The Company holds certain financial instruments including cash and accounts receivable.<br />

Management believes that the carrying values of financial instruments approximate fair value<br />

as required by Financial Accounting Standards Board (FASB) rules.<br />

Subsequent events<br />

Subsequent events have been evaluated through February 23, 2011, which is the date the<br />

financial statements were available to be issued. The Company received a capital call from<br />

Health Administration Association of America, LLC (HAAA) in February of an amount up to<br />

$6,000,000. On February 18, 2011, the Company made an initial payment towards this<br />

obligation of $2,000,000.<br />

Asset valuation allowances<br />

The Company recorded an allowance for uncollectible receivables in the amount of $3,000<br />

and $3,000 at December 31, <strong>2010</strong> and 2009, respectively.<br />

Fixed assets<br />

Fixed assets are stated at amortized cost. Depreciation on new assets purchased is computed<br />

using the straight-line method over the estimated useful lives of the respective assets:<br />

four to eight years for furniture and fixtures, three to five years for data processing equipment<br />

and software, and four years for automobiles. Leasehold improvements are depreciated over<br />

the lesser of the remaining lease term or estimated useful life of the asset. Depreciation on<br />

used assets purchased is computed by using the straight-line method over the estimated<br />

remaining useful lives at the time of purchase of the respective assets.<br />

Significant accounting policies and the methods of applying those policies are<br />

summarized below.


37<br />

Investment in affiliate<br />

The Company has a 25% interest in TriCenturion, Inc. that is accounted for using the equity<br />

method. The Company’s proportionate share of earnings or losses of this affiliate are<br />

reflected in income as earned and dividends or distributions are credited against investment<br />

in affiliate when received. The Company received dividends of $500,000 and $1,000,000 at<br />

December 31, <strong>2010</strong> and 2009, respectively.<br />

Assets, liabilities and results of operations for TriCenturion, Inc. were as follows:<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

(in thousands)<br />

Assets $ 10,427 $ 11,299<br />

Liabilities $ 4,121 $ 3,551<br />

Net income $ 558 $ 700<br />

In <strong>2010</strong>, the Company acquired a 50% interest in HAAA that is accounted for using the<br />

equity method. The Company’s proportionate share of earnings or losses of this affiliate<br />

are reflected in income as earned. The Company has received no dividends or distributions<br />

related to this investment.<br />

Assets, liabilities and results of operations for HAAA were as follows:<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

(in thousands)<br />

Assets $ 8,846 $ —<br />

Liabilities $ 5,633 $ —<br />

Net income $ (4,176) $ —<br />

Investments<br />

Investments are comprised of common stocks, bonds and money market mutual funds.<br />

These assets are accounted for in accordance with FASB guidance which requires that fixed<br />

maturities are to be classified as either “held-to-maturity”, “available-for-sale”, or “trading”.<br />

Management determines the appropriate classification of its fixed maturity securities at<br />

the time of purchase and reevaluates such designation as of each balance sheet date. Fixed<br />

maturity securities are classified as held-to-maturity when the Company has the positive<br />

intent and ability to hold them to maturity. Held-to-maturity securities are stated at amortized<br />

cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such<br />

amortization as well as interest earned is included in investment income.<br />

Revenue recognition policies<br />

The Company recognizes revenues based upon allowable costs incurred which are<br />

reimbursable under the terms of the following contracts:<br />

• Medicare Part A Fiscal Intermediary subcontract between the Company and the Blue Cross<br />

Blue Shield Association (BCBSA) (this includes the Regional Home Health Intermediary<br />

subcontract)<br />

• Medicare Part B Carrier Services contract between the Company and CMS<br />

• Railroad Retirement Board Part B Carrier contract between the Company and the Railroad<br />

Retirement Board<br />

The Company recognizes revenue on the DDI System Access, CSSC and various other<br />

contracts when services are performed and billable.<br />

The Company recognizes revenue on the Jurisdiction 1 A/B MAC, Jurisdiction 11 A/B MAC,<br />

Single Testing Contractor, CBIC, NSC MAC and Train the Trainer contracts on cost plus a fixed<br />

fee basis. Award fees, if applicable, for these contracts are recognized based upon historical<br />

performance or management estimates if no historical data is available.


38<br />

Reclassifications<br />

Certain 2009 amounts have been reclassified on the Balance Sheet and Statement of Cash<br />

Flows in order for them to be comparable with the <strong>2010</strong> amounts. These reclassifications<br />

resulted in no change to net income or equity.<br />

Income taxes<br />

The Company adopted the authoritative guidance on accounting for and disclosure of<br />

uncertainty in tax positions on January 1, 2009, which required the Company to determine<br />

whether a tax position of the Company is more likely than not to be sustained upon examination,<br />

including resolution of any related appeals or litigation processes, based on the technical<br />

merits of the position. For tax positions meeting the more likely than not threshold, the tax<br />

amount recognized in the financial statements is the largest benefit that has a greater than<br />

fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing<br />

authority. The tax position determination did not have a material effect on the Company’s<br />

financial statements.<br />

New accounting matters<br />

The Financial Accounting Standards Board (FASB) issues FASB ASC effective for financial<br />

statements issued for interim and annual periods after September 15, 2009. The ASC is an<br />

aggregation of previously issued authoritative U.S. generally accepted accounting principles<br />

(GAAP) in one comprehensive set of guidance organized by subject area. In accordance with<br />

the ASC, references to previously issued accounting standards have been replaced by ASC<br />

references. Subsequent revisions to GAAP will be incorporated in the ASC through Accounting<br />

Standards Updates (ASU).<br />

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which<br />

it operates. In the normal course of business, the Company is subject to examination by<br />

federal and state jurisdictions, where applicable. As of December 31, <strong>2010</strong>, the tax years<br />

2007 forward remain subject to examination by the federal tax jurisdiction under the statute<br />

of limitations.<br />

If applicable, the Company accrues interest and penalties that may be assessed by the taxing<br />

authorities on any underpayment of tax. As of December 31, <strong>2010</strong>, the Company had not<br />

accrued any interest and penalties related to income tax accruals.<br />

Fair value measurements<br />

The Company adopted the provision of Accounting Standards Codification (ASC) 820 effective<br />

2009. ASC 820 establishes a framework for measuring the fair value of assets and liabilities<br />

recognized in the financial statements in periods subsequent to initial recognition. The<br />

adoption did not impact the Company’s results of operations, cash flows or financial position.


39<br />

NOTE 2 FIXED ASSETS<br />

Fixed assets consist of the following:<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

(in thousands)<br />

Leasehold improvements $ 439 $ 438<br />

Equipment, furniture & fixtures 24,041 23,021<br />

Software 6,962 6,095<br />

Automobiles 21 21<br />

31,463 29,575<br />

Accumulated depreciation (27,005) (25,347)<br />

$ 4,458 $ 4,228<br />

Depreciation expense was $1,594,000 and $1,003,000 for the years ended December 31,<br />

<strong>2010</strong> and 2009, respectively.<br />

NOTE 3 INVESTMENTS<br />

Long-term investments consist of the following:<br />

Gross Gross<br />

Amortized Unrealized Unrealized Fair<br />

December 31, <strong>2010</strong> Cost Or Cost Gains Losses Value<br />

Held-to-maturity securities:<br />

Corporate bonds $ 1,543,000 $ 15,000 $ 4,000 $ 1,554,000<br />

Available-for-sale securities:<br />

Common stocks 2,470,000 280,000 86,000 2,664,000<br />

Total long-term investments $ 4,013,000 $ 295,000 $ 90,000 $ 4,218,000<br />

The fair value of available-for-sale securities with unrealized losses was $715,000 and $0 at<br />

December 31, <strong>2010</strong> and 2009, respectively. The Company monitors investment securities for<br />

other than temporary declines in fair value. In determining whether a decline in fair value is<br />

other than temporary, consideration is given to the extent of the decline, the length of time fair<br />

value has been below cost, and other relevant factors including estimated future cash flows.<br />

None of the unrealized losses at December 31, <strong>2010</strong>, were considered other than temporary.<br />

The amortized cost and estimated market values of held-to-maturity debt securities, by<br />

contractual maturity, at December 31, <strong>2010</strong>, are as follows:<br />

Book Value<br />

Market Value<br />

Held-to-maturity securities:<br />

Due in one year or less $ — $ —<br />

Due in one year through five years 503,000 509,000<br />

Due in five years through ten years 1,040,000 1,045,000<br />

Due after ten years — —<br />

Total held-to-maturity $ 1,543,000 $ 1,554,000<br />

There were gross realized gains of $16,000 and $0 for the years ended December 31, <strong>2010</strong><br />

and 2009, respectively, and there were gross realized losses of $143,000 and $0 for the<br />

years ended December 31, <strong>2010</strong> and 2009, respectively, that were included in net investment<br />

income. Gross unrealized holding gains and losses on securities classified as available-forsale<br />

are reported in accumulated other comprehensive income in the accompanying balance<br />

sheets. No cash or assets are pledged or restricted for any purpose.<br />

For available-for-sale investments in an unrealized loss position at December 31, <strong>2010</strong>, the<br />

aggregate amount of unrealized loss that had been in an unrealized loss position for less<br />

than twelve months was $86,000 and the aggregate estimated fair value was $715,000.<br />

No investments had been held for more than twelve months.<br />

For held-to-maturity investments in an unrealized loss position at December 31, <strong>2010</strong>, the<br />

aggregate amount of unrealized loss that had been in an unrealized loss position for less than<br />

twelve months was $4,000 and the aggregate estimated fair value was $515,000. There were<br />

no held-to-maturity investments that had been held more than twelve months.


4 0<br />

Fair value measurements<br />

The Company’s financial assets carried at fair value have been classified, for disclosure<br />

purposes, based on a hierarchy defined by FASB. The hierarchy gives the highest ranking<br />

to fair values determined using unadjusted quoted prices in active markets for identical<br />

assets and liabilities (Level 1) and the lowest ranking to fair values determined using<br />

methodologies and models with unobservable inputs (Level 3). The levels of the fair value<br />

hierarchy are as follows:<br />

Level 1 - Values are unadjusted quoted prices for identical assets and liabilities in active<br />

markets accessible at the measurement date.<br />

Level 2 – Inputs include quoted prices for similar assets or liabilities in active markets, quoted<br />

prices from those willing to trade in markets that are not active, or other inputs that are<br />

observable or can be corroborated by market data for the term of the instrument. Such inputs<br />

include market interest rates and volatilities, spreads and yield curves.<br />

Level 3 – Certain inputs are unobservable (supported by little or no market activity) and<br />

significant to the fair value measurement. Unobservable inputs reflect the Company’s best<br />

estimate of what hypothetical market participants would use to determine a transaction price<br />

for the asset or liability at the reporting date.<br />

Fair Value of assets and liabilities measured on a recurring basis at December 31, <strong>2010</strong>,<br />

are as follows:<br />

December 31, <strong>2010</strong> Level 1 Level 2 Level 3 Total<br />

Held-to-maturity securities:<br />

Corporate bonds $ — $ 1,554,000 $ — $ 1,554,000<br />

Available-for-sale securities:<br />

Common stocks 2,664,000 — — 2,664,000<br />

Total $ 2,664,000 $ 1,554,000 $ — $ 4,218,000<br />

The Company measures certain assets at fair value on a nonrecurring basis. These assets are<br />

recognized at fair value when they are deemed to be other-than-temporarily impaired. During<br />

the year ended December 31, <strong>2010</strong>, the Company did not record any other-than-temporary<br />

impairments on those assets required to be measured at fair value on a nonrecurring basis.


NOTE 4 INCOME TAXES<br />

41<br />

The Company’s operations are included in the consolidated federal income tax return of<br />

BCBSSC. Under a written tax-sharing agreement, BCBSSC allocates the tax provision to each<br />

company within the consolidated group based upon the company’s proportionate share of the<br />

consolidated federal income tax liability computed on a stand-alone basis, multiplied by the<br />

total consolidated federal income tax return liability.<br />

The Company had income tax payables to BCBSSC of $1,870,000 and $239,000 at<br />

December 31, <strong>2010</strong> and 2009, respectively, which are included in net payables to the parent.<br />

The Company made payments to BCBSSC for income taxes of $2,072,000 and $1,321,000<br />

during the years ended December 31, <strong>2010</strong> and 2009, respectively.<br />

The Company recognized a provision for income taxes as follows (in thousands):<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Deferred tax assets and liabilities are classified as current and long-term based on the<br />

classification of the related asset or liability, as follows (in thousands):<br />

Year ended December 31,<br />

<strong>2010</strong> 2009<br />

Deferred tax assets:<br />

Current $ 3,505 $ 2,116<br />

Long-term 286 346<br />

3,791 2,462<br />

Deferred tax liabilities:<br />

Current 208 218<br />

Long-term 68 —<br />

276 218<br />

Net deferred tax asset $ 3,515 $ 2,244<br />

Current $ 3,343 $ 720<br />

Deferred (1,339) 143<br />

Provision for income taxes /<br />

continuing operations 2,004 863<br />

Provision for income taxes /<br />

discontinued operations — 193<br />

Total income taxes incurred $ 2,004 $ 1,056<br />

Unrealized gains on investments credited directly to equity have been reduced by deferred<br />

income tax expense of $68,000 for the year ended December 31, <strong>2010</strong>.<br />

The provision for income taxes differs from the amount computed by applying the federal<br />

statutory tax rate of 35% to income before income taxes primarily due to changes in the<br />

tax contingency reserve, investment in subsidiaries, the dividends received deduction, and<br />

benefits derived from filing on a consolidated basis versus separate company basis. The<br />

temporary differences that give rise to deferred tax assets and liabilities are primarily related<br />

to accrued expenses, fixed assets, and prepaid expenses. There was no valuation allowance<br />

at December 31, <strong>2010</strong> and 2009.


42<br />

NOTE 5 RELATED PARTIES<br />

The Company is a single-member limited liability company owned by BCBSSC. Certain offices,<br />

other facilities and services are provided by BCBSSC pursuant to an administrative services<br />

agreement. Expenses associated with the administrative services agreement allocated from<br />

BCBSSC to the Company totaled $63,332,000 and $70,419,000 for the years ended December<br />

31, <strong>2010</strong> and 2009, respectively. The Company paid $84,559,000 and $91,705,000<br />

during the years ended December 31, <strong>2010</strong> and 2009, respectively, to BCBSSC for expenses<br />

paid on behalf of the Company.<br />

BCBSSC made capital contributions related to the job tax credit to the Company of $0 and<br />

($135,000) during the years ended December 31, <strong>2010</strong> and 2009, respectively.<br />

There are certain administrative services provided by the Company to BCBSSC and its<br />

subsidiaries. The Company received $9,335,000 and $14,781,000 from various subsidiaries<br />

for these services during the years ended December 31, <strong>2010</strong> and 2009, respectively.<br />

NOTE 6 COMMITMENTS AND CONTINGENCIES<br />

A financial guarantee has been issued by BCBSSC, which equals the Company’s estimated<br />

annual net operating expenses multiplied by 8.33%, less current capitalization. This guarantee<br />

is estimated to be $0 at December 31, <strong>2010</strong>. BCBSSC has also executed an indemnification<br />

agreement, pursuant to minimum reserve and other requirements established by the<br />

Blue Cross and Blue Shield Association (“BCBSA”). BCBSSC is therefore liable to the Company<br />

to the extent of its financial guarantee and to the BCBSA to the full extent of its assets for any<br />

claims asserted against the BCBSA resulting from the contractual and financial obligations of<br />

the Company arising out of its Medicare Part A subcontract with the BCBSA.<br />

In consideration of the novation of the fiscal intermediary and carrier contracts from BCBSSC<br />

to the Company, BCBSSC has issued a financial guarantee which equals 20 percent of the<br />

administrative costs of the contracts contained in the Notice of Budget Approval, less current<br />

capitalization. This guarantee is estimated to be $0 at December 31, <strong>2010</strong>. The financial<br />

guarantee agreement remains in effect until both the contracts and intermediary agreement<br />

expire, are non-renewed or are terminated.<br />

In addition, BCBSSC has executed a statutorily required financial guarantee of $75,000 on<br />

behalf of the Company in order for the Company to obtain a Third Party Administrator’s license<br />

pursuant to the South Carolina insurance laws.<br />

The Company recorded an estimated contingent liability for potential repayments of costs<br />

claimed on its contracts with CMS. The liability was $4,895,000 and $2,645,000 at<br />

December 31, <strong>2010</strong> and 2009, respectively.<br />

The Company is obligated for additional capital contributions of up to $726,000 and<br />

$6,750,000 to its affiliates TriCenturion, Inc and HAAA, respectively.<br />

The Company has entered into certain non-cancelable operating leases in excess of one year<br />

as of December 31, <strong>2010</strong>. The future minimum lease payments required under these leases<br />

are as follows (in thousands):<br />

Year<br />

Amount<br />

2011 $2,265<br />

2012-2015 —<br />

$2,265<br />

Total rent expense was $3,523,000 and $7,243,000 during the years ended December<br />

31, <strong>2010</strong> and 2009, respectively. The majority of the Company’s leases are guaranteed by<br />

BCBSSC. The Company’s main facility was purchased by BCBSSC in December 2009.<br />

In the ordinary course of business, there are various legal proceedings pending against the<br />

Company. Management believes the aggregate liabilities, if any, arising from legal actions<br />

would not have a material adverse effect on the financial position of the Company.


4 3<br />

NOTE 7 EMPLOYEE BENEFIT PLANS<br />

NOTE 8 DISCONTINUED OPERATIONS<br />

The Company’s employees are part of the 401(k) plan sponsored by BCBSSC. Eligible<br />

employees may defer up to 50% of their salary and the Company matched 50% of the first<br />

6% deferred in <strong>2010</strong> and 2009. For employees hired after January 1, 2003, there is a 2-year<br />

cliff-vesting schedule on the match contribution. For certain employees not covered by the<br />

BCBSSC defined benefit pension plan, the Company makes a discretionary contribution to<br />

the 401(k) plan which is 50% vested for employees with one year of service and fully vested<br />

for employees with two years of service. Employees must be employed on the last day of the<br />

year to be eligible for the discretionary contribution, unless terminated during the year due to<br />

retirement (age 55 and 5 years of service), death or disability. The discretionary contribution<br />

for <strong>2010</strong> and 2009 was 6% of salary.<br />

The cost of providing the 401(k) contribution was $3,370,000 and $3,992,000 for the years<br />

ended December 31, <strong>2010</strong> and 2009, respectively. The pension expense allocated to the<br />

Company under the BCBSSC pension plan was $5,601,000 and $5,135,000 for the years<br />

ended December 31, <strong>2010</strong> and 2009, respectively.<br />

In 2009, the Company sold Q2 Administrators for $1,500,000 in net cash proceeds and<br />

recorded a gain of $139,000 on the sale.<br />

The following table reflects net revenue, pre-tax income from discontinued operations,<br />

pre-tax gain on sale of discontinued operations and income taxes for 2009:<br />

Year ended<br />

December 31, 2009<br />

Net Revenue $ 6,768<br />

Pre-tax income from<br />

discontinued operations 476<br />

Pre-tax gain on sale of<br />

discontinued operations 139<br />

Income tax expense (193)<br />

Income from discontinued<br />

operations, net of income taxes $ 422


RISING TOGETHER<br />

As we look beyond a successful <strong>2010</strong>, we rise together to meet 2011.<br />

Our unwavering commitment and sound strategic focus prepare us for<br />

the challenges of an ever-changing marketplace and prime us for even<br />

greater success in the coming year.<br />

PO Box 100190<br />

Columbia, SC 29202<br />

palmettogba.com<br />

BlueCross and BlueShield are registered marks of the Blue Cross and Blue Shield Association,<br />

an association of independent Blue Cross and Blue Shield Plans.<br />

The Palmetto <strong>GBA</strong> logo and Partners in Excellence are registered marks of Palmetto <strong>GBA</strong>, LLC.<br />

COPC-2000® is a registered trademark of the Customer Operations Performance Center, Inc.

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