Regence BlueCross BlueShield of Utah

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The following financial information is provided in accordance with Utah state law, which requires that Regence BlueCross BlueShield of Utah make available to policyholders “an abbreviated annual report which contains basic financial and operating data, and information about important business and corporate developments.” Included herein are Regence BlueCross BlueShield of Utah’s statutory financial statements and accompanying footnotes excerpted from the company’s annual statement filed with the Utah Insurance Department. Please note that page numbers appear as they do in the original document.

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OF THE

Regence BlueCross BlueShield of Utah

2

0

1

2

of

Salt Lake City

in the state of

Utah

TO THE

Insurance Department

OF THE

STATE OF Utah

FOR THE YEAR ENDED

DECEMBER 31, 2012

HEALTH

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ASSETS

Current Year Prior Year

1 Assets

2 Nonadmitted Assets

3 Net Admitted Assets

(Cols. 1 - 2) 4 Net Admitted Assets 1. Bonds (Schedule D) 255,571,867 1,913,800 253,658,067 149,607,033 2. Stocks (Schedule D): 2.1 Preferred stocks 49,837 49,837 19,464 2.2 Common stocks 110,890,062 20,891,536 89,998,526 170,007,748

3. Mortgage loans on real estate (Schedule B):

3.1 First liens 0 0

3.2 Other than first liens 0 0

4. Real estate (Schedule A):

4.1 Properties occupied by the company (less

$ encumbrances) 3,224,819 3,224,819 3,230,256

4.2 Properties held for the production of income

(less $ encumbrances) 0 0

4.3 Properties held for sale (less

$ encumbrances) 4,670,065 4,670,065 4,670,065

5. Cash ($ 9,916,385 , Schedule E-Part 1), cash equivalents ($ 0 , Schedule E-Part 2) and short-term

investments ($ 19,817,011 , Schedule DA) 29,733,396 29,733,396 26,496,205

6. Contract loans (including $ premium notes) 0 0

7. Derivatives (Schedule DB) 0 0

8. Other invested assets (Schedule BA) 0 0 0

9. Receivables for securities 18,920 18,920 2,791

10. Securities lending reinvested collateral assets (Schedule DL) 0 0

11. Aggregate write-ins for invested assets 0 0 0 0

12. Subtotals, cash and invested assets (Lines 1 to 11) 404,158,966 22,805,336 381,353,630 354,033,562

13. Title plants less $ charged off (for Title insurers

only) 0 0

14. Investment income due and accrued 2,861,714 2,861,714 2,913,099

15. Premiums and considerations:

15.1 Uncollected premiums and agents’ balances in the course of

collection 120,561,713 23,079 120,538,634 132,839,689

15.2 Deferred premiums, agents’ balances and installments booked but deferred and not yet due (including $ earned

but unbilled premiums) 0 0

15.3 Accrued retrospective premiums 0 282,322

16. Reinsurance:

16.1 Amounts recoverable from reinsurers 0 0

16.2 Funds held by or deposited with reinsured companies 0 0

16.3 Other amounts receivable under reinsurance contracts 6,300 6,300 8,894

17. Amounts receivable relating to uninsured plans 20,363,640 1,002,291 19,361,349 21,802,667

18.1 Current federal and foreign income tax recoverable and interest thereon 0 0

18.2 Net deferred tax asset 568,084 568,084 4,041,178

19. Guaranty funds receivable or on deposit 0 0

20. Electronic data processing equipment and software 14,923,933 14,923,933 0 0

21. Furniture and equipment, including health care delivery assets

($ ) 12,538,586 12,538,586 0 0

22. Net adjustment in assets and liabilities due to foreign exchange rates 0 0

23. Receivables from parent, subsidiaries and affiliates 5,713,219 5,713,219 3,219,637

24. Health care ($ 1,647,018 ) and other amounts receivable 3,930,739 2,283,721 1,647,018 3,272,689

25. Aggregate write-ins for other than invested assets (20,275,130) 0 (20,275,130) (18,533,084)

26. Total assets excluding Separate Accounts, Segregated Accounts and

Protected Cell Accounts (Lines 12 to 25) 565,351,764 53,576,946 511,774,818 503,880,653

27. From Separate Accounts, Segregated Accounts and Protected

Cell Accounts 0 0

28. Total (Lines 26 and 27) 565,351,764 53,576,946 511,774,818 503,880,653

DETAILS OF WRITE-INS

1101. 0 0

1102. 0 0

1103. 0 0

1198. Summary of remaining write-ins for Line 11 from overflow page 0 0 0 0

1199. Totals (Lines 1101 through 1103 plus 1198) (Line 11 above) 0 0 0 0

2501. Cash Value of Exec Life Insurance 68,553 68,553 100,200

2502. Executives and Directors Deferred Compensation 419,721 419,721 374,424

2503. Investment Pool Subsidiaries (20,763,404) (20,763,404) (19,007,708)

2598. Summary of remaining write-ins for Line 25 from overflow page 0 0 0 0

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LIABILITIES, CAPITAL AND SURPLUS

Current Year Prior Year

1

Covered Uncovered2 Total3 Total4

1. Claims unpaid (less $ 96,138 reinsurance ceded) 101,142,213 3,379,013 104,521,226 123,542,696

2. Accrued medical incentive pool and bonus amounts 107,139 107,139 23,825

3. Unpaid claims adjustment expenses 4,740,866 4,740,866 4,737,285

4. Aggregate health policy reserves, including the liability of

$ 3,000,000 for medical loss ratio rebate per the Public

Health Service Act 70,691,984 70,691,984 75,959,232

5. Aggregate life policy reserves 0 0

6. Property/casualty unearned premium reserves 0 0

7. Aggregate health claim reserves 0 0

8. Premiums received in advance 11,931,185 11,931,185 13,425,243

9. General expenses due or accrued 6,098,928 6,098,928 6,955,887

10.1Current federal and foreign income tax payable and interest thereon (including

$ 318,413 on realized capital gains (losses)) 1,475,692 1,475,692 425,846

10.2 Net deferred tax liability 0 0

11. Ceded reinsurance premiums payable 10,815 10,815 14,090

12. Amounts withheld or retained for the account of others 1,353,721 1,353,721 1,425,986

13. Remittances and items not allocated 2,367,525 2,367,525 2,321,096

14. Borrowed money (including $ current) and

interest thereon $ (including

$ current) 0 0 10,000,000

15. Amounts due to parent, subsidiaries and affiliates 15,356,668 15,356,668 14,149,328

16. Derivatives 0 0

17. Payable for securities 1,990 1,990 0

18. Payable for securities lending 0 0

19. Funds held under reinsurance treaties (with $

authorized reinsurers, $ unauthorized

reinsurers and ($ certified reinsurers) 0 0

20. Reinsurance in unauthorized and certified ($ )

companies 0 0

21. Net adjustments in assets and liabilities due to foreign exchange rates 0 0

22. Liability for amounts held under uninsured plans 12,996,515 12,996,515 13,800,295

23. Aggregate write-ins for other liabilities (including $ 175,536

current) 175,536 0 175,536 180,419

24. Total liabilities (Lines 1 to 23) 228,450,777 3,379,013 231,829,790 266,961,228

25. Aggregate write-ins for special surplus funds XXX XXX 0 0

26. Common capital stock XXX XXX 0

27. Preferred capital stock XXX XXX 0

28. Gross paid in and contributed surplus XXX XXX 0

29. Surplus notes XXX XXX 0

30. Aggregate write-ins for other than special surplus funds XXX XXX 0 0

31. Unassigned funds (surplus) XXX XXX 279,945,028 236,919,425

32. Less treasury stock, at cost:

32.1 shares common (value included in Line 26

$ ) XXX XXX 0 0

32.2 shares preferred (value included in Line 27

$ ) XXX XXX 0 0

33. Total capital and surplus (Lines 25 to 31 minus Line 32) XXX XXX 279,945,028 236,919,425

34. Total liabilities, capital and surplus (Lines 24 and 33) XXX XXX 511,774,818 503,880,653

DETAILS OF WRITE-INS

2301. Unclaimed Property 175,536 175,536 180,419

2302. 0 0 0

2303.

2398. Summary of remaining write-ins for Line 23 from overflow page 0 0 0 0

2399. Totals (Lines 2301 through 2303 plus 2398) (Line 23 above) 175,536 0 175,536 180,419

2501. XXX XXX 0

2502. XXX XXX

2503. XXX XXX

2598. Summary of remaining write-ins for Line 25 from overflow page XXX XXX 0 0

2599. Totals (Lines 2501 through 2503 plus 2598) (Line 25 above) XXX XXX 0 0

3001. XXX XXX 0

3002. XXX XXX 0

3003. XXX XXX 0

3098. Summary of remaining write-ins for Line 30 from overflow page XXX XXX 0 0

3099. Totals (Lines 3001 through 3003 plus 3098) (Line 30 above) XXX XXX 0 0

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STATEMENT OF REVENUE AND EXPENSES

Current Year Prior Year

1

Uncovered Total2 Total3

1. Member Months XXX 2,962,071 3,030,465

2. Net premium income (including $ 0 non-health premium income) XXX 994,709,167 1,029,428,951

3. Change in unearned premium reserves and reserve for rate credits XXX 5,295,615 (17,841,838)

4. Fee-for-service (net of $ medical expenses) XXX 0

5. Risk revenue XXX 0

6. Aggregate write-ins for other health care related revenues XXX 0 0

7. Aggregate write-ins for other non-health revenues XXX 0 0

8. Total revenues (Lines 2 to 7) XXX 1,000,004,782 1,011,587,113

Hospital and Medical:

9. Hospital/medical benefits 17,448,426 539,723,019 463,125,136

10. Other professional services 1,726,244 53,396,991 234,913,492

11. Outside referrals 786,193 24,318,891 33,633,561

12. Emergency room and out-of-area 2,724,250 84,267,801 19,415,701

13. Prescription drugs 4,429,133 137,004,038 140,576,442

14. Aggregate write-ins for other hospital and medical 0 0 0

15. Incentive pool, withhold adjustments and bonus amounts 6,361 196,764 40,452

16. Subtotal (Lines 9 to 15) 27,120,607 838,907,504 891,704,784

Less:

17. Net reinsurance recoveries (1,197,730) (6,696,505)

18. Total hospital and medical (Lines 16 minus 17) 27,120,607 840,105,234 898,401,289

19. Non-health claims (net) 0

20. Claims adjustment expenses, including $ 26,895,028 cost containment expenses 70,590,907 65,798,796

21. General administrative expenses 58,737,184 64,369,823

22. Increase in reserves for life and accident and health contracts (including

$ increase in reserves for life only) 0 0

23. Total underwriting deductions (Lines 18 through 22) 27,120,607 969,433,325 1,028,569,908

24. Net underwriting gain or (loss) (Lines 8 minus 23) XXX 30,571,457 (16,982,795)

25. Net investment income earned (Exhibit of Net Investment Income, Line 17) 85,188,502 7,748,016

26. Net realized capital gains (losses) less capital gains tax of $ 1,395,602 5,582,408 1,759,389

27. Net investment gains (losses) (Lines 25 plus 26) 0 90,770,910 9,507,405

28. Net gain or (loss) from agents’ or premium balances charged off [(amount recovered

$ ) (amount charged off $ 227,833 )] (227,833) (279,088)

29. Aggregate write-ins for other income or expenses 0 (3,853,895) (5,967,661)

30. Net income or (loss) after capital gains tax and before all other federal income taxes

(Lines 24 plus 27 plus 28 plus 29) XXX 117,260,639 (13,722,139)

31. Federal and foreign income taxes incurred XXX 4,529,467 (2,907,701)

32. Net income (loss) (Lines 30 minus 31) XXX 112,731,172 (10,814,438)

DETAILS OF WRITE-INS

0601. XXX 0

0602. XXX 0

0603. XXX 0

0698. Summary of remaining write-ins for Line 6 from overflow page XXX 0 0

0699. Totals (Lines 0601 through 0603 plus 0698) (Line 6 above) XXX 0 0

0701. XXX 0

0702. XXX 0

0703. XXX 0

0798. Summary of remaining write-ins for Line 7 from overflow page XXX 0 0

0799. Totals (Lines 0701 through 0703 plus 0798) (Line 7 above) XXX 0 0

1401. 0

1402. 0

1403. 0

1498. Summary of remaining write-ins for Line 14 from overflow page 0 0 0

1499. Totals (Lines 1401 through 1403 plus 1498) (Line 14 above) 0 0 0

2901. Other Income 0 57,536

2902. Other Expense (3,853,895) (6,025,197)

2903.

2998. Summary of remaining write-ins for Line 29 from overflow page 0 0 0

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STATEMENT OF REVENUE AND EXPENSES (Continued)

1

Current Year Prior Year2

CAPITAL & SURPLUS ACCOUNT

33. Capital and surplus prior reporting year 236,919,425 243,735,545

34. Net income or (loss) from Line 32 112,731,172 (10,814,438)

35. Change in valuation basis of aggregate policy and claim reserves 0

36. Change in net unrealized capital gains (losses) less capital gains tax of $ 686,057 (66,652,335) 5,100,063

37. Change in net unrealized foreign exchange capital gain or (loss) 54,547 (406,380)

38. Change in net deferred income tax (2,787,037) (1,469,834)

39. Change in nonadmitted assets 5,679,255 774,469

40. Change in unauthorized and certified reinsurance 0 0

41. Change in treasury stock 0 0

42. Change in surplus notes 0 0

43. Cumulative effect of changes in accounting principles 0

44. Capital Changes:

44.1 Paid in 0 0

44.2 Transferred from surplus (Stock Dividend) 0

44.3 Transferred to surplus 0

45. Surplus adjustments:

45.1 Paid in 0 0

45.2 Transferred to capital (Stock Dividend) 0 0

45.3 Transferred from capital 0

46. Dividends to stockholders 0

47. Aggregate write-ins for gains or (losses) in surplus (6,000,000) 0

48. Net change in capital and surplus (Lines 34 to 47) 43,025,602 (6,816,120)

49. Capital and surplus end of reporting year (Line 33 plus 48) 279,945,027 236,919,425

DETAILS OF WRITE-INS

4701. Ordinary Distribution (6,000,000)

4702. 4703.

4798. Summary of remaining write-ins for Line 47 from overflow page 0 0

4799. Totals (Lines 4701 through 4703 plus 4798) (Line 47 above) (6,000,000) 0

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CASH FLOW

Cash from Operations Current Year1 Prior Year2

1. Premiums collected net of reinsurance 1,005,878,662 1,014,764,267

2. Net investment income 86,960,460 9,295,721

3. Miscellaneous income 1,160,862 (1,301,907)

4. Total (Lines 1 through 3) 1,093,999,984 1,022,758,081

5. Benefit and loss related payments 859,776,096 876,341,381

6. Net transfers to Separate Accounts, Segregated Accounts and Protected Cell Accounts 0

7. Commissions, expenses paid and aggregate write-ins for deductions 130,957,321 129,623,796

8. Dividends paid to policyholders 0

9. Federal and foreign income taxes paid (recovered) net of $ 2,163,937 tax on capital gains (losses) 4,892,486 (6,923,357)

10. Total (Lines 5 through 9) 995,625,903 999,041,820

11. Net cash from operations (Line 4 minus Line 10) 98,374,081 23,716,261

Cash from Investments

12. Proceeds from investments sold, matured or repaid:

12.1 Bonds 71,375,529 90,337,296

12.2 Stocks 37,613,111 21,524,613

12.3 Mortgage loans 0 0

12.4 Real estate 0 0

12.5 Other invested assets 0 0

12.6 Net gains or (losses) on cash, cash equivalents and short-term investments 0 0

12.7 Miscellaneous proceeds 0 18,864

12.8 Total investment proceeds (Lines 12.1 to 12.7) 108,988,640 111,880,773

13. Cost of investments acquired (long-term only):

13.1 Bonds 174,614,679 80,050,092

13.2 Stocks 22,627,912 37,388,937

13.3 Mortgage loans 0 0

13.4 Real estate 0 0

13.5 Other invested assets 0 0

13.6 Miscellaneous applications 357,460 1,564,339

13.7 Total investments acquired (Lines 13.1 to 13.6) 197,600,051 119,003,368

14. Net increase (decrease) in contract loans and premium notes 0 0

15. Net cash from investments (Line 12.8 minus Line 13.7 minus Line 14) (88,611,411) (7,122,595)

Cash from Financing and Miscellaneous Sources

16. Cash provided (applied):

16.1 Surplus notes, capital notes 0 0

16.2 Capital and paid in surplus, less treasury stock 0 0

16.3 Borrowed funds (10,000,000) 10,000,000

16.4 Net deposits on deposit-type contracts and other insurance liabilities 0

16.5 Dividends to stockholders 0 0

16.6 Other cash provided (applied) 3,474,521 (19,077,163)

17. Net cash from financing and miscellaneous sources (Lines 16.1 to 16.4 minus Line 16.5 plus Line 16.6) (6,525,479) (9,077,163)

RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

18. Net change in cash, cash equivalents and short-term investments (Line 11, plus Lines 15 and 17) 3,237,191 7,516,503

19. Cash, cash equivalents and short-term investments:

19.1 Beginning of year 26,496,205 18,979,702

19.2 End of year (Line 18 plus Line 19.1) 29,733,396 26,496,205

Note: Supplemental disclosures of cash flow information for non-cash transactions:

20.0001. Securities contribution to the Cambia Health Foundation 1,434,058 0

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NOTES TO FINANCIAL STATEMENTS

The Regence BlueCross BlueShield of Utah Notes to Statutory Basis Financial Statements Summary of Significant Accounting Policies

1.

Accounting Practices A.

Regence BlueCross BlueShield of Utah (the Company) is incorporated as a nonprofit corporation under the laws of the State of Utah and is subject to regulation by the Utah Insurance Department (the Department) as a health service insurance corporation.

The Company’s statutory basis financial statements are presented in accordance with accounting practices prescribed or permitted by the Department. The Department has adopted the National Association of Insurance Commissioners’ (NAIC) Accounting Practices & Procedures Manual as its statutory accounting (SAP) basis. Prescribed accounting practices are those practices which are incorporated directly or by reference to state laws, regulations and general administrative rules applicable to all insurance enterprises domiciled in a particular state. Permitted accounting practices include deviation from NAIC SAP and state prescribed accounting practices specifically requested by an insurer and granted by the department.

The Department has adopted a prescribed accounting practice for the Company which differs from NAIC SAP. The prescribed practice under Utah Administrative Code R590-181 limits the total amount of investments in any fixed income bonds issued in U.S. dollar denominations by foreign governments, or by corporations not domiciled in the United States of America. Investments in such bonds are limited to 3 percent of an insurer’s qualified assets for investments in a single entity and twenty percent of an insurer’s qualified assets for all investments under R590-181 in aggregate. In addition, investments in bonds issued by entities within a single sovereign foreign nation are limited to 5 and 3 percent of an insurer’s qualified assets for bonds with an SVO rating of “1” or “2”, respectively. Any amount invested over the threshold would be non-admitted. NAIC SAP does not have such a requirement. Reporting the investments, as prescribed by the Department, decreased the Company’s net admitted assets and capital and surplus by $1,914,000 and $1,073,000 at December 31, 2012 and 2011, respectively.

The Department has approved no permitted practices for the Company which differ from NAIC SAP or state prescribed accounting practices.

Use of Estimates in the Preparation of the Financial Statements B.

The preparation of statutory basis financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Such estimates may affect the disclosure of impaired assets and contingent liabilities at the date of the statutory basis financial statements and the reported amounts of revenues and expenses during the reporting period. Pharmaceutical rebate receivables, claims unpaid, accrual for asserted and unasserted claims or other matters in litigation, if any, unpaid claims adjustment expenses, accrued retrospective premium, aggregate health policy reserves including reserves for medical loss ratio rebates, other-than-temporary impairment of investments, employee incentive payable, and income taxes represent significant estimates. Actual results could differ significantly from those estimates.

Accounting Policy C.

Short-term investments include all investments which, at the time of acquisition, had remaining maturities (1)

of three months to one year and are stated at amortized cost.

The carrying value of cash and short-term investments approximates fair value.

Bonds not backed by loans are generally stated at book/adjusted carrying value. Book/adjusted carrying (2)

values are based on the cost of bonds in NAIC designated classes one and two, which are designated as highest-quality and high-quality, and are adjusted for amortization of premiums and accretion of discounts to maturity. Book/adjusted carrying values for bonds in NAIC designated classes three through six are based on the lower of amortized cost or fair value. The amortization of bonds is calculated using the scientific interest method, on an actual to actual date basis. Bonds without call provisions are amortized to the maturity date. Bonds with call provisions are amortized using yield to worst amortization.

Unaffiliated common stocks are stated at fair value. Changes in fair value are recorded in capital and (3)

surplus.

Preferred stocks are stated at amortized cost or lower of cost, amortized cost or fair value depending on the (4)

NAIC designated rating..

The Company does not have mortgage loans on real estate. (5)

(10)

NOTES TO FINANCIAL STATEMENTS

Loan-backed securities are stated at either amortized cost, if they are in classes one and two, or the lower of (6)

amortized cost or fair value, if they are in classes three through six. Securities stated at amortized cost are adjusted for amortization of premiums and accretion of discounts over the estimated life of the security. The prospective-adjustment method is used to value all securities. Prepayment assumptions for single class and multi-class loan-backed securities were obtained from broker, dealer, survey values or internal estimates.

BridgeSpan Health Company (formerly HealthWise), Group Services Inc., ValueCare, BCSU Professional (7)

Services Corporation (Professional Services Corporation) and RBCSU Realty Holding Corporation (Realty Holding Corporation) are wholly owned subsidiaries of the Company. RBCSU Realty, LLC., a wholly owned subsidiary of Realty Holding Corporation, is an affiliate of the Company.

The Company has a twelve percent ownership interest in LifeMap Assurance Company (LifeMap) (formerly Regence Life and Health).

BridgeSpan Health Company and LifeMap are considered U.S. insurance subsidiary entities. Group Services, Inc., ValueCare, Professional Services Corporation, Realty Holding Corporation and RBCSU Realty, LLC are considered noninsurance subsidiaries. The Company’s noninsurance subsidiaries are unaudited; therefore, investments in these subsidiaries are nonadmitted.

Investments in U.S. insurance subsidiaries are valued on the statutory equity basis, while the Company’s investments in its noninsurance subsidiaries are valued on the equity basis as determined under accounting principles generally accepted in the United States of America (GAAP). The Company’s admitted investments in subsidiaries, BridgeSpan Health Company and LifeMap are classified as common stocks. The Company does not have investments in joint ventures, partnerships or limited liability companies. (8)

The Company does not invest in derivatives. (9)

The Company does not anticipate investment income as a factor in the premium deficiency calculation, in (10)

accordance with SSAP No. 54, Individual and Group Accident and Health Contracts.

Claims unpaid is an actuarial estimate of outstanding claims, including claims incurred but not reported, (11)

based upon historical claims experience modified for current trends and changes in benefit coverage. Unpaid claims adjustment expenses represent processing expenses related to claims unpaid and are accrued based on an estimate of expenses to process such claims. Revisions in actuarial estimates are reported in the period in which they arise.

The Company has not modified its capitalization policy from the prior period. (12)

Estimates of pharmaceutical rebate receivables are determined based upon historical experience modified (13)

for current trends.

Accounting Changes and Corrections of Errors 2.

In 2012, the Company implemented Statement of Statutory Accounting Principles (SSAP) No. 101, Income Taxes –

A Replacement of SSAP No. 10R and SSAP No. 10. The new statement includes revised guidance for tax

contingencies, a non-elective deferred tax asset admissibility test along with significant modifications to the deferred tax assets admissibility test, and disclosure modifications. A change resulting from this adoption should be accounted for prospectively. As a result of the adoption, the Company recalculated the non-admitted deferred tax asset balance as of December 31, 2011 in accordance with SSAP No. 101. This accounting change had no material impact on the statutory basis financial statements as of December 31, 2011 and 2012.

Business Combinations and Goodwill 3.

Statutory Purchase Method A.

The Company does not have any statutory purchases during the current reporting period. Statutory Merger

B.

The Company does not have any statutory mergers during the current reporting period. Assumption Reinsurance

C.

(11)

NOTES TO FINANCIAL STATEMENTS

Impairment Loss

D.

The Company does not have any impairment loss during the current reporting period for Business Combinations and Goodwill.

Discontinued Operations 4.

The Company does not have discontinued operations during the current reporting period.

Investments 5.

Mortgage Loans, including Mezzanine Real Estate Loans A.

The Company does not have mortgage loans or mezzanine real estate loans. Debt Restructuring

B.

The Company does not have restructured debt. Reverse Mortgages

C.

The Company does not have reverse mortgages. Loan-Backed Securities.

D.

Prepayment assumptions for single class and multi-class loan-backed securities were obtained from broker, (1)

dealer, survey values or internal estimates.

The Company did not impair any loan backed securities for the year ended December 31, 2012. (2)

Recognized other-than-temporary impairment on loan-backed securities held at December 31, 2011was as follows:

Prior Amortized

Cost

Realized

Impairment Fair Value Losses realized due to:

Intent to sell $ - $ - $ - Lack of intent or ability to retain securities for sufficient

time to recover amortized cost basis - - - Present value of expected future cash flows

is less than amortized cost basis 396,839 15,688 405,650 Total other-than-temporary impairments on loan-backed

securities $ 396,839 $ 15,688 $ 405,650

The following loan-backed securities held at December 31, 2012 were other-than-temporarily impaired as (3)

the present value of future cash flows expected to be collected was less than the amortized cost:

CUSIP Date of Impairment Prior Amortized Cost Projected Cash Flows Realized

Impairment Fair Value

Subsequent Amortized

Cost 59020U4S1 MLCC MTG INVESTORS INC 12/31/2009 236,033 189,635 (46,398) 202,887 189,635 59020U4S1 MLCC MTG INVESTORS INC 12/31/2011 144,435 140,062 (4,373) 150,321 140,062 94983YAH2 WELLS FARGO MTG BKD SEC 12/31/2009 455,667 340,638 (115,029) 351,714 340,638 94983YAH2 WELLS FARGO MTG BKD SEC 12/31/2010 315,040 261,998 (53,042) 284,963 261,998 94983YAH2 WELLS FARGO MTG BKD SEC 12/31/2011 252,404 241,089 (11,315) 255,329 241,089

Aggregate total $ 1,403,579 $1,173,422 $ (230,157) $ 1,245,214 $ 1,173,422

(12)

NOTES TO FINANCIAL STATEMENTS

Loan-backed securities in a continuous unrealized loss position at December 31, 2012 and 2011, including (4)

those with interest related other-than-temporary declines, are as follows:

NAIC NAIC

Designated Unrealized Designated Unrealized

Fair Value Loss Fair Value Loss

Loan-backed securities $ 5,910,331 $ 15,999 $ 84,440 $ 1,355

NAIC NAIC

Designated Unrealized Designated Unrealized

Fair Value Loss Fair Value Loss

Loan-backed securities $ 4,129,154 $ 33,790 $ 754,361 $ 6,619 2012

Less than 12 Months 12 Months or Greater

Less than 12 Months 12 Months or Greater 2011

The fair value of loan-backed securities in a continuous unrealized loss position declined due to reasons (5)

including, but not limited to, changes in interest rates, changes in economic conditions, and changes in market outlook for various industries. The Company does not intend to sell these securities at the reporting date and has the ability to retain the securities for a period of time sufficient to recover the amortized cost basis. Therefore, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2012 and 2011.

The fair values of all loan-backed securities held at December 31, 2012 were practicably estimated and evaluated for impairment.

Repurchase Agreements and/or Securities Lending Transactions E.

The Company does not invest in repurchase agreements and was not engaged in securities lending transactions as of December 31, 2012.

Real Estate F.

The company did not recognize an impairment loss during the reporting period. (1)

The Company does have real estate classified as held for sale in the accompanying financial statement. (2)

The Company does not engage in retail land sales operations. (3)

The Company does not hold real estate investments with participating mortgage loan features. (4)

Investments in Low-Income Housing Tax Credits (LIHTC) G.

The Company does not have investments in Low-Income Housing Tax Credits (LIHTC).

Joint Ventures, Partnerships and Limited Liability Companies 6.

The Company has no investments in Joint Ventures, Partnerships or Limited Liability Companies that exceed A.

10% of its admitted assets.

The Company did not recognize any impairment write down for its investment in Joint Ventures, Partnerships B.

and Limited Liability Companies during the statement periods.

Investment Income 7.

The company had no investment income due and accrued excluded from surplus.

Derivative Instruments 8.

(13)

NOTES TO FINANCIAL STATEMENTS

Income Taxes 9.

(1) The components of the net deferred tax asset recognized in the Company’s Statements of Admitted Assets – A.

Statutory Basis at December 31 were as follows:

Ordinary Capital Total Ordinary Capital Total Ordinary Capital Change Total of all deferred tax assets

(admitted and nonadmitted) $36,197,121 $ 877,755 $37,074,876 $34,244,150 $ 1,457,543 $35,701,693 $ 1,952,971 $ (579,788) $ 1,373,183 Statutory valuation allowance adjustment (24,647,302) (597,680) (25,244,982) (20,793,012) (885,019) (21,678,031) (3,854,290) 287,339 (3,566,951) Adjusted gross deferred tax assets 11,549,819 280,075 11,829,894 13,451,138 572,524 14,023,662 (1,901,319) (292,449) (2,193,768) Total of all deferred tax liabilities (1,736,765) (9,525,045) (11,261,810) (1,728,366) (8,254,118) (9,982,484) (8,399) (1,270,927) (1,279,326) Net deferred tax asset (liability) 9,813,054 (9,244,970) 568,084 11,722,772 (7,681,594) 4,041,178 (1,909,718) (1,563,376) (3,473,094) Deferred tax asset nonadmitted - - - - - - - - Net admitted deferred tax asset (liability) $ 9,813,054 $(9,244,970) $ 568,084 $11,722,772 $(7,681,594) $ 4,041,178 $ (1,909,718) $(1,563,376) $ (3,473,094)

12/31/2012 12/31/2011 Change

2) The Company recorded admitted net deferred tax asset pursuant to the provisions of SSAP No. 101 as follows:

Ordinary Capital Total Ordinary Capital Total Ordinary Capital Total (a) Federal income taxes paid in prior years

recoverable through loss carrybacks $ 3,867,799 $ 260,819 $ 4,128,618 $ 1,123,401 $ 243,412 $ 1,366,813 $ 2,744,398 $ 17,407 $ 2,761,805 (b) Adjusted gross deferred tax assets expected to

be realized after application of the threshold

limitation 426,044 - 426,044 3,910,677 - 3,910,677 (3,484,633) - (3,484,633) 1. Adjusted gross deferred tax assets

expected to be realized following the balance

sheet date 426,044 - 426,044 3,910,677 - 3,910,677 (3,484,633) - (3,484,633) 2. Adjusted gross deferred tax assets allowed

per limitation threshold 7,255,976 19,256 7,275,232 8,417,060 329,112 8,746,172 (1,161,084) (309,856) (1,470,940) (c) Adjusted gross deferred tax assets offset by

gross deferred tax liabilities

(d) Deferred tax assets admitted as the result of

application of SSAP No. 101 11,549,819 280,075 11,829,894 13,451,138 572,524 14,023,662 (1,901,319) (292,449) (2,193,768) Deferred tax liability (1,736,765) (9,525,045) (11,261,810) (1,728,366) (8,254,118) (9,982,484) (8,399) (1,270,927) (1,279,326) Net admitted DTA or DTL $ 9,813,054 $ (9,244,970) $ 568,084 $11,722,772 $(7,681,594) $ 4,041,178 $ (1,909,718) $(1,563,376) $ (3,473,094)

12/31/2012 12/31/2011 Change

(3) The ratio used to determine the amount of adjusted gross DTAs expected to be realized and the amount of adjusted capital and surplus used to determine the percentage threshold limitation are as follows:

2012 2011

(a) Ratio percentage used to determine recovery

period and threshold limitation amount 1007% N/A (b) Amount of adjusted capital and surplus used to

determine recovery period and threshold limitation

in 2(b)2 above $ 277,421,917 N/A

For 2011, the Company’s Risk-Based Capital level used for the purposes of SSAP No. 10R, paragraph 10.d. is based on the December 31, 2011 authorized control level of $30,534,181 and total adjusted capital at

December 31, 2011 of $237,208,088.

The Company did not use tax planning strategies in determining admitted deferred tax assets for the year ended December 31, 2012 and 2011

No deferred tax liabilities have been recognized for amounts described in FAS 109, paragraph 31. B.

The components of federal income tax (benefit) incurred for the years ended December 31 were as follows: C.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets were as follows at December 31:

2012 2011 Federal income (benefit) tax $ 5,925,069 $ (2,467,854) Less federal income tax on net

capital gains or losses (1,395,602) (439,847) Federal income tax (benefit) incurred $ 4,529,467 $ (2,907,701)

(14)

NOTES TO FINANCIAL STATEMENTS

2012 2011 Change

Discount on unpaid losses $ 4,200,168 $ 5,594,700 $ (1,394,532) Other Receivables 1,158,182 960,803 197,379 Fixed Assets 5,005,055 6,135,843 (1,130,788) Intangibles 262,017 275,524 (13,507) Deferred compensation 168,033 163,404 4,629 Vacation pay 150,482 165,801 (15,319) Contributions 373,395 1,472,900 (1,099,505) AMT credit carryover 24,818,919 18,647,147 6,171,772 Premium Deficiency Reserve - 781,900 (781,900) Other 60,870 46,128 14,742

36,197,121

34,244,150 1,952,971 Statutory valuation allowance adjustment (24,647,302) (20,793,012) (3,854,290) Nonadmitted deferred tax assets - - Admitted ordinary deferred tax assets $ 11,549,819 $ 13,451,138 $ (1,901,319)

Ordinary Deferred Tax Assets

2012 2011 Change

Impaired asset $ 826,677 $ 1,408,883 $ (582,206) Wash sales 51,078 48,660 2,418 Total deferred tax assets 877,755 1,457,543 (579,788) Statutory valuation allowance adjustment (597,680) (885,019) 287,339 Nonadmitted deferred tax assets - - Admitted capital deferred tax assets $ 280,075 $ 572,524 $ (292,449)

Capital Deferred Tax Assets

The tax effects of temporary differences that give rise to significant portions of deferred tax liabilities were as follows at December 31:

2012 2011 Change

Accrued dividends $ (28,862) $ (20,463) $ (8,399) Depreciation - -Partnership (1,707,903) (1,707,903) Total deferred tax liabilities (1,736,765) (1,728,366) (8,399) Statutory valuation allowance adjustment - Adjusted ordinary deferred tax liabilities $ (1,736,765) $ (1,728,366) $ (8,399)

2012 2011 Change

Tax effect on unrealized stock gains $ (9,525,045) $ (8,254,118) $ (1,270,927) Statutory valuation allowance adjustment - Adjusted capital deferred tax liabilities $ (9,525,045) $ (8,254,118) $ (1,270,927)

Capital Deferred Tax Liabilities Ordinary Deferred Tax Liabilities

Net deferred tax assets at December 31 were as follows:

2012 2011 Change

Admitted deferred tax assets

Ordinary $ 11,549,819 $ 13,451,138 $ (1,901,319) Capital 280,075 572,524 (292,449)

11,829,894

14,023,662 (2,193,768) Adjusted deferred tax liabilities

Ordinary (1,736,765) (1,728,366) (8,399) Capital (9,525,045) (8,254,118) (1,270,927) (11,261,810) (9,982,484) (1,279,326) Net admitted deferred tax asset $ 568,084 $ 4,041,178 $ (3,473,094)

(15)

NOTES TO FINANCIAL STATEMENTS

The change in net deferred income tax was comprised of the following at December 31:

2012 2011 Change

Total adjusted gross deferred tax assets $ 11,829,894 $ 14,023,662 Total adjusted gross deferred tax liabilities (11,261,810) (9,982,484)

Net gross deferred tax asset $ 568,084 $ 4,041,178 $ (3,473,094) Tax effect of net unrealized capital gains or losses (686,057) Change in net deferred income tax $ (2,787,037)

Total statutory income tax (benefit) incurred at December 31, 2012 and 2011 was as follows: D.

2012 2011

Federal income tax incurred $ 4,529,467 $ (2,907,701) Change in net deferred income tax 2,787,037 1,469,834 Total statutory income tax (benefit) $ 7,316,504 $ (1,437,867)

At December 31, 2012 and 2011, the Company had AMT credits of $18,647,147 and $22,476,257, E.

respectively. These credits do not expire. At December 31, 2012 and 2011, the Company had no capital loss, net operating loss or credit carryovers other than AMT credits.

The following are income taxes incurred in the current and prior years that will be available for recoupment in the event of future net losses:

Ordinary Capital Total

2012 $ 6,505,843 $ 1,395,639 $ 7,901,482 2011 377,640 657,365 $ 1,035,005 2010 - - -

$ 377,640 $ 657,365 $ 8,936,487

The Company does not have any deposits reported as admitted assets under Section 6603 of the Internal Revenue Code.

The Company joins The Regence Group (Holding Company) and its other eligible affiliates including: Asuris F.

Northwest Health, BridgeSpan Health Company, Regence BCBSO, Regence BlueShield, LifeMap and their eligible subsidiaries and affiliates in the filing of a consolidated federal income tax return and is party to a federal income tax sharing agreement. Under the tax sharing agreement, the Company pays to or receives from the Holding Company the amount, if any, by which the Holding Company’s federal income tax liability was affected by virtue of inclusion of the Company in the consolidated federal return. Effectively, this results in the Company’s annual income tax provision being computed, with adjustments for the use of alternative minimum tax (AMT) credits, as if the Company filed a separate return.

Information Concerning Parent, Subsidiaries and Affiliates 10.

The Company is an affiliate of Cambia Health Solutions (the Holding Company), a nonprofit holding company. A.

On February 29, 2012, the Company paid a cash distribution of $6,000,000 to the Holding Company resulting B.

in a decrease in unassigned funds. In compliance with Utah statutes, the Company appropriately notified and received confirmation from the Department.

The Company received an extraordinary distribution from its wholly-owned subsidiary BridgeSpan Health C.

Company on October 18, 2012, totaling $75,000,000 which is included in net investment income earned. The distribution was made with the permission of the Utah Insurance Department.

A note receivable from the Holding Company of $1,125,000 as of December 31, 2012 and 2011 is included in D.

bonds and rated by the SVO. The related accrued interest at December 31, 2012 and 2011 was $1,539,198 and $1,455,337, respectively, and is recorded in investment income due and accrued.

(16)

NOTES TO FINANCIAL STATEMENTS

Amounts due from (to) related parties as of December 31, are as follows:

2012 2011

Cambia Health Solutions $ (3,929,086) $ (5,522,322)

Regence BlueCross BlueShield of Oregon (10,120,760) (6,413,617) LifeMap Assurance Company 32,807 1,662,207 Regence BlueShield of Idaho, Inc. 843,382 1,321,509

Regence BlueShield 4,805,754 (2,213,349)

BridgeSpan Health Company (80,335) 35,357

ValueCare (209,517) 163,118

RBCBSU Realty, LLC 31,121 150 Group Services, Inc. 155 (40) Cambia Health Foundation - 37,296

Regence Rx, Inc. (1,016,970) -

Inter-company receivables and payables are netted on a monthly basis and settled within ninety days of incurrence.

The Company holds insolvency agreements that guarantee all covered liabilities for BridgeSpan Health E.

Company. The probability of significant activity on this guarantee is negligible.

The Company assumes certain premiums and claims from BridgeSpan Health Company and LifeMap. Total assumed premium income was $1,955,980 and $9,247,844 for 2012 and 2011, respectively. Total assumed claims incurred were $1,295,559 and $6,721,505 for 2012 and 2011, respectively.

The Company pays for certain expenses, including occupancy and certain employee benefits, on behalf of the F.

Holding Company, its subsidiaries and affiliates. The basis of allocation is mainly driven by statistics used to measure the cost of the Holding Company employees' occupation of space in the Company's building. The main statistics used for these allocations are square footage, headcount, and full-time equivalent employees. Administrative costs allocated to the Holding Company were $974,764 and $952,465 for the years ended December 31, 2012 and 2011, respectively. The Company allocated claims adjustment expenses and general administrative expenses totaling $168,938 and $460,679 to BridgeSpan Health Company in 2012 and 2011, respectively.

The Company processes out-of-area claims for Regence BlueShield, Regence BCBSO, and Regence BlueShield of Idaho, Inc. under various administrative service fee agreements. The claims and the associated claims reimbursements are not included as part of the Company’s hospital and medical expenses or net premium income, as the Company is not at risk for this business. The Company’s affiliates also process out-of-area claims for the Company under various administrative fee agreements. These claims and the associated premiums are recorded as part of the Company’s hospital and medical expenses and net premium income, as the Company is at risk for this business.

The Company has a Management and Administrative Services agreement with the Holding Company and its subsidiaries and affiliates. Pursuant to this agreement, management and certain services such as strategic planning, budgeting, actuarial, underwriting, marketing, finance, legal, information technology and human resources are provided to the Company. Costs incurred by the Holding Company and its subsidiaries and affiliates for services under the agreement are allocated to the Company. The basis of allocation is mainly driven by the Company’s ratio of membership, number of employees, gross operating expense and claims expense when compared to totals of subsidiaries and affiliates of the Holding Company. The amounts allocated from the Holding Company were $51,287,579 and $55,188,877 for the years ended December 31, 2012 and 2011, respectively. Amounts allocated from Regence BlueShield of Idaho, Inc., Regence BCBSO and Regence BlueShield were $58,517,936 and $50,321,227 for the years ended December 31, 2012 and 2011, respectively. These amounts are included in claims adjustment and general administrative expenses.

Regence Rx is the exclusive provider of pharmacy benefit management services for the Company. Regence Rx provides services such as claims processing, rebate administration, pharmacy network contracting, contract support services and clinical services. On a weekly basis, the Company remits payment to Regence Rx for incurred prescription drug claims. Regence Rx is then responsible for remitting payment to the pharmacies appropriately. Claims paid related to prescription drugs for the years ended December 31, 2012 and 2011, respectively, were $83,149,000 and $80,408,000. These amounts are included in hospital and medical. As of December 31, 2012 and 2011, respectively, the Company reported amounts due to Regence Rx of $1,908,000 and $1,407,000 for unpaid drug claims. These amounts were recorded within claims unpaid and the liability for amounts held under uninsured accident and health plans. For the services provided, the Company pays a monthly administrative fee to Regence Rx based on actual costs incurred by Regence Rx. Administrative fees paid to Regence Rx for the year ended December 31, 2012 amounted to $5,178,000. Beginning January 2012,

(17)

NOTES TO FINANCIAL STATEMENTS

annual basis, the Company pays Regence Rx a performance incentive for achieving drug costs and rebates lower than the minimum guarantees. Performance incentives paid to Regence Rx for the year ended December 31, 2012 amounted to $1,151,000.

The Company’s financial condition and the results of operations may have differed if the Company had operated as an unaffiliated company.

The Company is an affiliate of Cambia Health Solutions, Inc (the Holding Company), a nonprofit holding G.

company. The Holding Company, located in Portland, Oregon, is the sole member of Regence Insurance Holding Corporation (RIHC) and Direct Health Solutions Corporation (DHS). RIHC is the sole member of the Company, Regence BlueShield, and Regence BlueCross BlueShield of Oregon (Regence BCBSO). The Holding Company has established a long-term management services contract with Regence BlueShield of Idaho, Inc. and has control over the operations and management of the Company, Regence BlueShield, Regence BCBSO and Regence BlueShield of Idaho, Inc. (collectively, the Plans). The Holding Company, its subsidiaries RIHC, DHS, Regence Rx, Inc. (Regence Rx) and Cambia Health Foundation (Foundation), as well as the Plans and their subsidiaries are collectively referred to as Cambia.

The Company does not own shares of an upstream intermediate or ultimate parent, either directly or indirectly H.

via downstream subsidiary, controlled or affiliated company.

At December 31, 2012, the Company did not have any investments in a subsidiary, affiliate or other related I.

party that exceeded 10% of admitted assets.

The Company did not recognize any impairment write down for its investment in any subsidiary, controlled or J.

affiliated companies during the statement period.

The Company does not hold any investments in foreign insurance subsidiaries. K.

The Company does not use the look-through approach for the valuation of the downstream holding company, L.

Realty Holding Corporation.

Debt 11.

The Company has access to a revolving line of credit through the Holding Company to supplement short-term A.

cash flows. The maximum borrowing limit is $40,000,000 for the Holding Company and its subsidiaries and affiliates. The company had no borrowings on the line of credit as of December 31, 2012. Borrowings on the line of credit bear interest at LIBOR plus 130 basis points.

The Company had $0 and $10,000,000 outstanding with the Holding Company as of December 31, 2012 and 2011, respectively.

FHLB (Federal Home Loan Bank) Agreements B.

The Company does not have any FHLB (Federal Home Loan Bank) agreements.

Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences And 12.

Other Postretirement Benefit Plans

Defined Benefit Plans A.

The Company does not sponsor a defined benefit pension plan. Defined Contribution Plans

B.

Executives’ and Directors’ Deferred Compensation Plans. The Company offers a Deferred Income Program

for Executives and a Deferred Income Program for Directors (collectively, the “Programs”). The purpose of the Programs is to provide an unfunded, nonqualified deferred compensation arrangement to key employees and eligible directors. The Company facilitated payments totaling $19,000 and $18,000 to the Programs for the years ended December 31, 2012 and 2011, respectively. The assets under the plans are recorded as executive and directors’ deferred compensation and the liabilities under the plans are recorded as amounts withheld or retained for account of others for $419,721 and $374,424 at December 31, 2012 and 2011, respectively.

Multi-employer Plans C.

The Company does not participate in any multi-employer plans

(18)

NOTES TO FINANCIAL STATEMENTS

Consolidated/Holding Company Plans

D.

Employee Retirement Plans. The Company participates in a defined-benefit pension plan sponsored by the

Holding Company that covers substantially all regular employees having one or more years of service. Benefits are based upon years of service and the employee’s final average compensation. The Holding Company froze the defined-benefit pension plan as of December 31, 2009. Subsequent to the freeze date, there were no new participants enrolled in the plan, and no pension benefits were earned after that date. Benefits-eligible employees who had not yet met plan eligibility criteria were immediately Benefits-eligible, and non-vested plan participants became fully vested. The Company also participates in a supplemental executive retirement plan sponsored by the Holding Company to cover key employees meeting certain eligibility requirements. The Company’s practice is to reimburse the Holding Company for employee retirement plan obligations related to its employees and record such amounts as employment related expenses. Expense is allocated to the Company monthly, based on relative salary dollars. Retirement plan expense recognized by the Company was $4,537,245 and $3,001,063 for 2012 and 2011, respectively. The Company has no legal obligation for benefits under these plans; the obligation is carried by the Holding Company. As sponsor of the plan, the Holding Company is legally required to fund the plans regardless of amounts paid to the Holding Company by the Company.

Employee Savings Plan. The Company participates in an employee savings plan sponsored by the Holding

Company in which the Holding Company will match employee contributions up to 100 percent of the first six percent of salary for each pay period in which the employee makes a contribution. In addition, the Holding Company can provide a discretionary contribution of up to five percent of eligible earnings for eligible employees, subject to annual review and board approval. The Company has no legal obligation for benefits under this plan; the obligation is carried by the Holding Company. Expense is allocated to the Company based on the portion of the employees’ functional activities that relate to the Company. The Company’s share of the net expense was $5,350,568 and $5,674,898 for 2012 and 2011, respectively.

Postemployment Benefits and Compensated Absences E.

The Company's postemployment benefits and compensated absences are accrued for in accordance with SSAP No. 11, Postemployment Benefits and Compensated Absences.

Impact of Medicare Modernization Act on Postretirement Benefits (INT 04-17) F.

The Company does not sponsor a defined benefit postretirement health care plan that provides prescription drug coverage.

Capital and Surplus, Shareholders’ Dividend Restrictions and Quasi-Reorganizations 13.

The Company has no common stock outstanding. (1)

The Company has no preferred stock outstanding. (2)

The Company has no dividend restrictions. (3)

The Company does not issue dividends. (4)

The Company does not have stockholders. (5)

There were no restrictions placed on the Company’s surplus, including for whom the surplus is being held. (6)

There were no advances to surplus not repaid. (7)

The Company has no stock held for special purposes. (8)

The Company did not have any changes to special surplus funds from the prior period. (9)

The portion of unassigned funds (surplus) represented or (reduced) by cumulative unrealized gains and losses (10)

were $50,829,141 at December 31, 2012. The portion reduced by nonadmitted assets was $53,576,946 at December 31, 2012.

The Company has not issued surplus notes. (11)

The Company has not been involved in a quasi-reorganization. (12) Not applicable. (13) Contingencies 14. Contingent Commitments A.

(19)

NOTES TO FINANCIAL STATEMENTS

The Company does not have assessments that could have a material effect.

Gain Contingencies C.

The Company has no gain contingencies.

Claims related extra contractual obligation and bad faith losses stemming from lawsuits D.

The Company does not have claims related extra contractual obligation and bad faith losses stemming from lawsuits.

All Other Contingencies E.

The Company is involved in various legal actions arising in the ordinary course of business. The Company accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the midpoint of the range is accrued. It is the Company's opinion that the resolution of these matters will not have a material effect on its statutory basis financial statements.

Leases 15.

Lessee Leasing Arrangements A.

The Company leases equipment and office space under various noncancelable operating lease agreements that expire on various dates for terms up to 25 years. Rent expense, including amounts allocated to the Company by the Holding Company, for 2012 and 2011 was $1,742,005 and $1,533,800, respectively. The Company’s office space leases contain rent escalation clauses whereby the Company’s rent will increase by an amount equal to the percentage increase in the Consumer Price Index, not to exceed four percent. These leases expire on various dates with renewal options available on many of these leases. In the normal course of business, operating leases are generally renewed or replaced by other leases.

At December 31, 2012, the future minimum lease payments under noncancelable operating leases were as follows: 2013 3,387,824 2014 3,387,428 2015 3,386,240 2016 3,386,240 2017 3,386,240 Thereafter 16,426,690 $33,360,662 Lessor Leasing Arrangements

B.

The Company does not have any material lease arrangements in which it is the lessor and does not invest in leveraged leases.

Information About Financial Instruments With Off-Balance Sheet Risk and Financial Instruments With 16.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of risk are primarily bonds, as well as loan-backed securities, equity securities, cash, cash equivalents and short-term investments. Cash, cash equivalents and short-term investments include investments in money market securities and securities backed by the U.S. Government. Deposits with a single financial institution may exceed FDIC insured limits of $250,000. The Company uses multiple financial institutions to limit exposure to these risks.

The Company operates in a business environment which is subject to various risks and uncertainties. Such risk and uncertainties include, but are not limited to, medical risk, interest rate risk, market risk, credit risk and legal and regulatory changes. Concentrations of risk with respect to uncollected premiums and agents’ balances in the course of collection are as no significant amounts are due from any individual customer.

Sale, Transfer and Servicing of Financial Assets and Extinguishment of Liabilities 17.

The Company does not have transfers of receivables reported as sales in the reporting period. A.

(20)

NOTES TO FINANCIAL STATEMENTS

The Company does not have transfers and servicing of financial assets.

B.

Wash Sales C.

In the course of the Company’s asset management, securities are sold and reacquired within 30 days of (1)

the sale date to enhance the Company’s yield on its investment portfolio.

The Company did not have any wash sales on bonds with an NAIC designation 3 or below for the year (2)

ended December 31, 2012.

Gain or Loss to the Reporting Entity from Uninsured A&H Plans and the Uninsured Portion of Partially 18.

Insured Plans

ASO Plans A.

The Company does not have any Administrative Services Only (ASO) plans. ASC Plans

B.

The net loss from operations from Administrative Services Contract (ASC) uninsured plans and the uninsured portion of partially insured plans was as follows during 2012 and 2011:

2012 Uninsured Portion of Partially Uninsured Insured

Plans Plans Total Gross reimbursement for medical

costs incurred $ 112,805,646 $178,818,388 $ 291,624,034 Gross administrative fees accrued 7,010,178 16,716,859 23,727,037 Other income or expenses (including

interest paid or received from plans) - - - Gross expenses incurred (claims and

administrative) (127,163,075) (201,434,477) (328,597,552) Total net gain (loss) from operations $ (7,347,251) $ (5,899,230) $ (13,246,481)

2011 Uninsured Portion of Partially Uninsured Insured

Plans Plans Total Gross reimbursement for medical

costs incurred $ 290,846,727 $ 8,095,289 $ 298,942,016 Gross administrative fees accrued 22,313,440 - 22,313,440 Other income or expenses (including

interest paid or received from plans) - - - Gross expenses incurred (claims and

administrative) (321,819,075) (8,209,570) (330,028,645) Total net gain (loss) from operations $ (8,658,908) $ (114,281) $ (8,773,189)

The Company does not have any Medicare or other similarly structured cost based reimbursement contracts. C.

Direct Premium Written/Produced by Managing General Agents/Third Party Administrators 19.

The Company does not have direct premiums written/produced by managing general agents or third party administrators.

Fair Value Measurement 20.

Assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to initial A.

(21)

NOTES TO FINANCIAL STATEMENTS

The following tables summarize fair value measurements of assets measured and reported at fair value by (1)

each level of inputs as follows:

Fair Value Level 1 Level 2 Level 3

Bonds

Industrial and miscellaneous 746,857 - 746,857 Total bonds 746,857 - 746,857 -Stocks

Common:

Industrial and miscellaneous 63,284,722 41,946,244 - 21,338,478 Mutual funds 8,220,089 8,220,089 - -Preferred:

Industrial and miscellaneous 49,837 49,837 -

Total stocks 71,554,648 50,216,170 - 21,338,478

Total Assets at Fair Value $ 72,301,505 $ 50,216,170 $ 746,857 $ 21,338,478 Fair Value Measurement at December 31, 2012

Fair Value Level 1 Level 2 Level 3

Bonds

Industrial and miscellaneous $ 2,989,167 $ - $ 2,948,284 $ 40,883 Total bonds 2,989,167 - 2,948,284 40,883 Stocks

Common:

Industrial and miscellaneous 73,434,786 51,828,661 - 21,606,125 Mutual funds 7,091,471 7,091,471 - Preferred:

Industrial and miscellaneous 19,464 19,464 -

Total stocks 80,545,721 58,939,596 - 21,606,125

Cash equivalents and short-term investments - - -

-Total $ 83,534,888 $ 58,939,596 $ 2,948,284 $ 21,647,008

Fair Value Measurement at December 31, 2011

The following tables represents a reconciliation of assets valued using Level 3 inputs on a recurring basis (2)

for the years ended December 31, 2012 and 2011:

Transfers Transfers Total Gains Total Gains

Balance at into out of (Losses) in (Losses) in Balance at 1/1/2012 Level 3 Level 3 Net Income Surplus Purchases Sales 12/31/2012 Bonds:

Bonds (NAIC 3-6) $ 40,883 $ 229,084 $ (235,532) $ (1,532) $ (23,997) $ 1,244 $ (10,150) $ -Common stocks:

Private Equity 21,606,125 - - - (267,647) - - $ 21,338,478 Total $21,647,008 $ 229,084 $ (235,532) $ (1,532) $ (291,644) $ 1,244 $ (10,150) $ 21,338,478

Transfers Transfers Total Gains Total Gains

Balance at into out of (Losses) in (Losses) in Balance at 1/1/2011 Level 3 Level 3 Net Income Surplus Purchases Sales 12/31/2011 Bonds:

Bonds (NAIC 3-6) $ - $ 40,883 $ - $ - $ - $ - $ - $ 40,883 Common stocks:

Industrial and Miscellaneous 17,245,933 - - - 4,360,192 - - $ 21,606,125 Total $17,245,933 $ 40,883 $ - $ - $4,360,192 $ - $ - $ 21,647,008

The Company recognizes transfers between levels at the end of the reporting period. There were no (3)

significant transfers between Levels 1, 2, or 3 for the years ended December 31, 2012 or 2011.

The fair value of bonds other than those classified as Level 1 is determined using an income approach. Fair (4)

value of bonds classified as Level 2 is derived using pricing models that incorporate estimated market interest rates. Level 2 inputs used in these models include benchmark yields, credit spreads, broker quotes and other observable market data. Loan-backed securities also incorporate prepayment speeds, default rates, and collateral values into the pricing models. These Level 2 inputs are based on information obtained from third-party pricing services. Industrial and miscellaneous bonds and loan-backed securities classified as Level 3 include certain securities in a default position, since management judgment is a significant input in estimating fair value.

The Company does not have any derivative assets or liabilities. (5)

Not applicable. B.

The following table summarizes the aggregate fair value for all financial instruments as of December 31, 2012 C.

by each level of input:

(22)

NOTES TO FINANCIAL STATEMENTS

Aggregate Admitted

Type of Financial Instrument Fair Value Assets Level 1 Level 2 Level 3

Bonds $ 265,337,223 $ 253,658,067 $ 102,138,634 $ 161,899,024 $ 1,299,565 Common Stock 71,504,811 71,504,811 50,166,333 - 21,338,478 Preferred Stock 49,837 49,837 49,837 - -336,891,871 $ $ 325,212,715 $ 152,354,804 $ 161,899,024 $ 22,638,043 Not applicable. D. Other Items 21.

See footnote 10.A for disclosure of extraordinary items. No additional extraordinary items occurred for the A.

years ended December 31, 2012 or 2011.

The Company has not experienced troubled debt restructuring. B.

Other Disclosures C.

Restricted assets with a fair value of $482,890 and $478,472 at December 31, 2012 and 2011, respectively, (1)

were on deposit with government authorities, as required by law in various jurisdictions in which the Company conducts business, and are recorded as bonds.

Bonds in the amount of $1,913,800 and $1,027,676 were non-admitted at December 31, 2012 and 2011, (2)

respectively. This was in compliance with regulation R590-180 which requires that foreign bonds denominated in US Dollars with SVO quality ratings other than 1 or 2 be non-admitted.

The Company recorded an impairment loss on bonds in the amount of $386,025 and $157,470 in 2012 and (3)

2011, respectively. The loss was due to market valuation changes determined to be other-than-temporary and was recorded in net realized capital gains (losses).

The Company recorded an impairment loss on common stock in the amount of $428,655 and $2,079,135 at (4)

December 31,2012 and 2011, respectively. The loss was due to market valuation changes determined to be other than temporary and was recorded in net realized capital gains (losses).

There were no impairment losses on preferred stock. (5)

The Company does not have any portions of assets covered by SSAP No.6, SSAP No. 47 and SSAP No. 66 that D.

is reasonably possible to be uncollectible.

The Company had no business interruptions insurance recoveries in the reporting period. E.

State Transferable and Non-transferable Tax Credits F.

The Company does not have state transferable or non-transferable tax credits. Subprime Mortgage Related Risk Exposure

G.

Direct investments in subprime mortgage Loans: None 

Direct Investments in securities with subprime exposure: None 

Direct exposure through other investments: None 

Underwriting exposure to subprime mortgage risk through Mortgage Guaranty or Financial Guaranty 

insurance coverage: None Retained Assets

H.

The Company does not have retained asset accounts for beneficiaries.

Events Subsequent 22.

(23)

NOTES TO FINANCIAL STATEMENTS

Subsequent to the balance sheet date of December 31, 2012, but before the financial statement issuance date of March 1, 2013, the company distributed its full ownership interest in BridgeSpan Health Company to the Company’s parent company RIHC. The distribution was classified as an extraordinary distribution and took place on January 1, 2013 with a fair value of $13,185,000. The distribution was made with the permission of the Utah Insurance Department.

Reinsurance 23.

Ceded Reinsurance Report A.

Section 1 – General Interrogatories

Are any of the reinsurers, listed in Schedule S as non-affiliated, owned in excess of 10% or controlled, (1)

either directly or indirectly, by the company or by any representative, officer, trustee, or director of the company?

Yes ( ) No ( X )

Have any policies issued by the company been reinsured with a company chartered in a country other than (2)

the United States (excluding U.S. Branches of such companies) that is owned in excess of 10% or controlled directly or indirectly by an insured, a beneficiary, a creditor or an insured or any other person not primarily engaged in the insurance business?

Yes ( ) No ( X )

Section 2 – Ceded Reinsurance Report-Part A

Does the Company have any reinsurance agreements in effect under which the reinsurer may unilaterally (1)

cancel any reinsurance for reasons other than for nonpayment of premium or other similar credit? Yes ( ) No ( X )

Does the reporting entity have any reinsurance agreements in effect such that the amount of losses paid or (2)

accrued through the statement date may result in a payment to the reinsurer of amounts that, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies?

Yes ( ) No ( X )

Section 3 – Ceded Reinsurance Report-Part B

What is the estimated amount of the aggregate reduction in surplus, (for agreements other than those under (1)

which the reinsurer may unilaterally cancel for reasons other than for nonpayment of payment or other similar credits that are reflected in Section 2 above) of terminations of ALL reinsurance agreements, by either party, as of the date of this statement? Where necessary, the company may consider the current or anticipated experience of the business reinsured in making this estimate. $0

Have any new agreements been executed or existing agreements amended, since January 1 of the year of (2)

this statement, to included policies or contracts that were in force or which had existing reserves established by the company as of the effective date of the agreement?

Yes ( ) No ( X )

The Company did not have uncollectible reinsurance during the reporting period. B.

The Company does not have commutation of ceded reinsurance during the reporting period. C.

Certified Reinsurer Downgraded or Status Subject to Revocation D.

No certified reinsurer to which the Company cedes reinsurance has had its rating downgraded or its status subject to revocation.

Retrospectively Rated Contracts & Contracts Subject to Redetermination 24.

The Company provides for expected premium adjustments for certain groups whose contracts include A.

retrospective rating features. A receivable may be established for groups whose incurred claims and retention charged exceeds earned premium. Accrued retrospective premium receivables are admitted assets.

The Company records accrued retrospective premium as an adjustment to revenues. B.

Figure

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References

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