NON-CONFIDENTIAL
STATE OF MAINE
DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION
BUREAU OF INSURANCE
| IN RE: APPLICATION OF ASSOCIATED HOSPITAL
SERVICE OF MAINE, d/b/a BLUE CROSS AND BLUE SHIELD OF MAINE, TO CONVERT TO A STOCK INSURER
AND VOLUNTARILY LIQUIDATE AND DISSOLVE |
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IN RE: APPLICATION OF ANTHEM HEALTH PLAN OF
MAINE, INC.,
TO ACQUIRE THE ASSETS OF ASSOCIATED HOSPITAL SERVICE OF MAINE, d/b/a BLUE CROSS AND BLUE
SHIELD OF MAINE, AND RELATED TRANSACTIONS Docket NO. INS 99-14 (CONSOLIDATED) |
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ASSOCIATED HOSPITAL SERVICES OF MAINE D/B/A/
BLUE CROSS BLUE SHIELD OF MAINES RESPONSE TO SECOND DISCOVERY REQUEST OF CONSUMERS
FOR AFFORDABLE HEALTH CARE
February 18, 2000 |
NON-CONFIDENTIAL
Applicants, Associated Hospital Services of Maine d/b/a/ Blue Cross
Blue Shield of Maine ("BCBSME"), hereby responds to the Second Discovery Request
of Consumers for Affordable Health Care, dated February 4, 2000, as follows:
The following responses by BCBSME are subject to BCBSMEs claims
of attorney client and work product privilege, and to the protections (where indicated) of
the Superintendents Protective Orders. To the extent that any additional responsive
documents are located in the future, BCBSME reserves its rights to object to producing
such documents to the extent covered by the attorney-client and or work product
privileges.
- Please provide all documents related to financial projections developed by or for the
applicants since July 13, 1999 that take into account changes in and/or anticipated
changes in enrollment.
| Response:
|
See Document #s P 10020
10024, P 10026 10034, attached to the confidential version of the Comparative
Premium Rate Analysis filed by the applicants on November 4, 1999.
BCBSME is in the process of updating its financial forecasts. The
updated forecasts will reflect, among other things, current expectations with respect to
the State employees contract, any changes in results or projections as a result of the
exit from the market in Maine of Tufts Health Plan of New England, and the current
marketplace activity of Harvard/Pilgrim Health Plan. BCBSME expects that it will have this
forecast completed by March 1, 2000, and will produce the report at that time.
The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER |
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- Please provide all documents related to AN 02051 (Anthem Pro Forma). Please state in
detail Anthems assumptions in pro forma (AN 02051) for each of the line items (rows)
for each of the calendar years (columns).
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning a
document generated by Anthem. |
- Please explain in detail the factors Anthem considered that would account for a
projected loss of over ____ insureds not counting BCBSMEs ASO lives (over ____
counting BCBSMEs ASO lives) between July 1999 and December 1999?
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems deliberations. |
- Please provide all documents related to the state employee health insurance contract for
calendar year 2000 and beyond. Please provide all documents prepared by or for the
applicants related to financial projections regarding this contract. Please describe in
detail the total number of insureds that will be covered under that contract, the contract
term, the total anticipated premium incurred for the first contract year and all contract
provisions that allow for increases during or subsequent to the first contract year.
| Response:
|
See Document #s B11295 11325,
which includes a summary description and financial portions of the bid submitted by BCBSME
for the Maine State Employees Health insurance contract. Because the bid binder contains
many pages of information extraneous to any issues in this proceeding, BCBSME has opted
not to copy its entire contents in responding to this request, but has included the full
table of contents for the binder. The entire bid binder may be viewed at the State
Employee Health Commission.
Portions of the information contained in the documents described in Items
1, 3 and 4 below are deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER See also the following documents, which were provided to the
States consultant in connection with the States review of the BCBSME bid:
- Comparative Premium Rate Analysis ( see B 10000 10034 previously filed with
Superintendent in this proceeding)
- 1999 BCBSME year end financial statements (unaudited) (see B 10000 10034 )
- 1998 BCBSME annual financial statements (see B01949 01999 previously provided in
discovery in this proceeding
- Capital benchmark calculations (see B 11326 11327)
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- Please provide all documents prepared by or for the applicants related to grand total
enrollment figures, with and without the ASO, for each of the months December 1999,
January 2000, and February 2000.
| Response:
|
See Document number B11294 reflecting
December 1999 and preliminary January 2000 enrollment information. As of the date of this
response (February 18, 2000) no such information has been compiled for February 2000.
The information contained in this document is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER. |
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- Please provide all documents related to "rules of thumb" used by the
applicants in determining the value of BCBSME. Please include all documents prepared by or
for the applicants related to the value of BCBSME on a "per subscriber" or
"per insured" basis.
| Response:
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Rather than using "rules of
thumb," BCBSME retained the services of Salomon Smith Barney to provide it with
advice on the fairness of offers for the company. See the following documents, previously
produced, reflecting work performed by Salomon Smith Barney:
BC 00001 00291
BC 00883 00999
BC 02558 02614
B 01001 01390
B 05409 05496
The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER
Pursuant to 24 M.R.S.A. § 2301(9), BCBSME also retained an independent appraisal firm to perform a valuation of BCBSME. See Houlihan Lokey, Valuation Report of BCBSME. September 15, 1999, Exhibit 12 (filed with BCBSMEs application for approval to convert to stock form).
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- Please provide all documents prepared by or for Anthem related to the valuation of BCBS
plans purchased in all other states. Please include all valuations and/or fairness
opinions prepared by or for Anthem and/or the purchased BCBS plan including but not
limited to all valuations and/or fairness opinions made by investment banks and/or
valuation firms.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems activities in other states. |
- Please provide all documents prepared by or for Anthem related to "rules of
thumb" used in determining the value of BCBS plans in other states including but not
limited to rules of thumb on a "per subscriber" or "per insured"
basis.
| Response:
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BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems documents. |
- Please provide all documents prepared by or for the applicants related to the
marketshare that BCBSME presently has and also the marketshare it anticipates having by
the end of calendar year 2000. Please provide all documents prepared on or after January
1999 to the present by or for the applicants related to the value and/or benefit(s) that
increased marketshare offers or provides to the applicants. Please explain in detail what
value or benefit the increased marketshare offers or provides to the applicants.
| Response:
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See Document #s BC 00093
00142 (Situation Assessment, February 1999); and B 04566 04727 (BCBSME 1999
business plan).
These documents were previously produced.
For further projections, see Document #s P 10020 10024, P
10026 10034, attached to the confidential version of the Comparative Premium Rate
Analysis filed by the Applicants on November 4, 1999. These documents include projections
of BCBSME enrollment, revenues and costs through 2003. As noted in response to Request #1
above, BCBSME expects to provide updated forecasts when they are completed.
The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER. |
- Please describe on a per subscriber basis the increase in value of BCBSME since signing
the Asset Purchase Agreement in July 1999.
| Response:
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As of the date of this response, BCBSME
does not have reason to believe the pro forma market value of BCBSME once converted to
stock form would be any higher than the purchase price reflected in Asset Purchase
Agreement. |
- What percentage of Tufts 70,000 insureds in Maine do the applicants project they
will obtain by June 30, 2000? If the sale is not approved or the asset purchase agreement
terminates prior to closing, what percentage of Tufts 70,000 insureds in Maine does
BCBSME project it will obtain by June 30, 2000?
| Response:
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BCBSME is in the process of updating its
financial forecasts. The updated forecasts will reflect, among other things, current
expectations with respect to the State employees contract, any changes in results or
projections as a result of the exit from the market in Maine of Tufts Health Plan of New
England, and the current marketplace activity of Harvard/Pilgrim Health Plan. BCBSME
expects that it will have this forecast completed by March 1, 2000, and will produce the
report at that time. |
- What percentage of Harvard Pilgrims 45,000 insureds in Maine do the applicants
project they will obtain by June 30, 2000? If the sale is not approved or the asset
purchase agreement terminates prior to closing, what percentage of Harvard Pilgrims
45,000 insureds in Maine does BCBSME project it will obtain by June 30, 2000?
| Response:
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BCBSME is in the process of updating its
financial forecasts. The updated forecasts will reflect, among other things, current
expectations with respect to the State employees contract, any changes in results or
projections as a result of the exit from the market in Maine of Tufts Health Plan of New
England, and the current marketplace activity of Harvard/Pilgrim Health Plan. BCBSME
expects that it will have this forecast completed by March 1, 2000, and will produce the
report at that time. |
- Did any financial projection and/or valuation prepared by or for the applicants assume
liquidation of Tufts Maine subsidiary during calendar year 1999? Please provide all
documents relating to all such projections and/or valuations.
| Response:
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None of the projections prepared to date
reflect such an assumption. |
- Did any financial projection and/or valuation prepared by or for the applicants assume
liquidation of Harvard Pilgrims Maine subsidiary during calendar year 2000? Please
provide all documents relating to all such projections and/or valuations.
| Response:
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None of the projections prepared to date
reflect such an assumption. |
- Please describe in detail what information was available to the applicants regarding the
financial condition of Tufts Health Plans of Massachusetts and/or its Maine
subsidiary from January 1999 to the present. Please provide all documents prepared by or
for the applicants related to the financial condition of Tufts Health Plans of
Massachusetts and/or its Maine subsidiary.
| Response:
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BCBSME receives a quarterly publication
entitled New England HMO Monitor which provides data from publicly available
filings made by managed care organizations to state regulatory agencies. BCBSME also had
available to it limited portions of the filings of other health insurance companies with
the Maine Bureau of Insurance. See Document #s B 11559 11170. |
- Please describe in detail what information was available to the applicants regarding the
financial condition of Harvard Pilgrim Health Care and/or its Maine subsidiary from
January 1999 to the present. Please provide all documents prepared by or for the
applicants related to the financial condition of Harvard Pilgrim Health Care and/or its
Maine subsidiary.
| Response:
|
BCBSME receives a quarterly publication
entitled New England HMO Monitor which provides data from publicly available
filings made by managed care organizations to state regulatory agencies. BCBSME also had
available to it limited portions of the filings of other health insurance companies with
the Maine Bureau of Insurance. See Document #s B 11559 11170. |
- Provide the names of all entities which expressed an interest in purchasing and/or
providing surplus notes to and/or providing surplus notes with an option to purchase
BCBSME from January 1996 to the present. Please provide all documents related to the terms
and conditions of each of these separate proposals from January 1996 to the present.
| Response:
|
BC 00001 00291
BC 00883 00999
BC 02558 02614
B 01001 01390
B 05409 05496
The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER |
- Identify each provision in the Asset Purchase Agreement that would increase the total
consideration paid by Anthem under circumstances in which BCBSME gains marketshare prior
to the closing date beyond that incorporated in the Asset Purchase Agreement. If no
provisions were made, why not? How much do the applicants anticipate the value of BCBSME
will increase between July 1999 and July 2000?
| Response:
|
The information contained in this response
is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER. |
- What share of Maines private health insurance market do the applicants anticipate
having by December 31, 2001? By December 31, 2002? Please provide the calculations
underlying these projections.
| Response:
|
See Document #s P 10020
10024, P 10026 10034, attached to the confidential version of the Comparative
Premium Rate Analysis filed by the Applicants on November 4, 1999. These documents include
projections of BCBSME enrollment, revenues and costs through 2003. The projections are
expressed as numbers of members or enrollees, rather than market share.
Portions of the information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER |
- Please provide all documents related to all changes to the Asset Purchase Agreement
agreed to by the applicants since July 13, 1999.
| Response:
|
See Document #s P 10042 10045
(Amendment to Asset Purchaser Agreement), and B 11555 11558 (correspondence
regarding Medicare liability insurance). When an insurance commitment to cover any
residual Medicare liabilities is procured, the commitment will be provided. |
- Please describe in detail BCBSMEs decisionmaking process that may or will lower
the purchase price by increasing BCBSME s liability for Medicare claims under the
Asset Purchase Agreement. Provide all documents prepared by or for BCBSME related to the
decision. Please state the expected amount of those liabilities and provide all documents
estimating the costs of those potential liabilities.
| Response:
|
The Charitable Conversion Plan presented
by BCBSME provided that the Foundation would bear any Medicare liabilities of BCBSME,
since these were unknown. This would have required the Foundation either to cover such
liabilities from its own funds, or procure insurance against the liability from its own
funds. The Department of Attorney General modified the Conversion Plan so that the
Foundation would not bear unknown Medicare liabilities. This change, without compensating
adjustments, would have the effect of reducing the value of the assets to be acquired by
Anthem under the Asset Purchase Agreement by the value of the unknown Medicare
liabilities. Accordingly, Anthem and BCBSME have determined to revise the Asset Purchase
Agreement to provide that Anthem will bear such liabilities, but that the costs of
insuring against the liabilities will be paid from the proceeds of sale of the assets.
Anthem and BCBSME are in the process of procuring insurance commitments to cover the
liability, as contemplated by the Amendment to the Asset Purchase Agreement. See Document
#s P 10042 10045 (Amendment to Asset Purchaser Agreement), and B 11555
11558 (correspondence regarding Medicare liability insurance). When an insurance
commitment to cover any residual Medicare liabilities is procured, the commitment will be
provided. |
- Please provide all documents related to BCBSMEs possible conversion to a domestic
for-profit stock insurer with or without making an initial public offering (IPO)? Please
provide all documents prepared by or for BCBSME related to all valuations of BCBSME as a
domestic for-profit stock insurer with and without making an initial public offering
(IPO). If BCBSME did not consider converting to a domestic for-profit stock insurer with
and/or without making an initial public offering, state why not.
| Response:
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The information contained in this response
is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER. |
- Please provide a detailed explanation of all the methods and/or types of valuations that
were proposed and/or considered by the applicants? Describe why each method and/or type of
valuation was accepted or rejected as a method for valuation. If any other valuation was
performed, please provide all documents related to it.
| Response:
|
The methods and valuations considered by
BCBSME are set out in the work performed by Salomon Smith Barney and Houlihan Lokey. See
Document #s BC 00191 00194; BC 00883 00999. and Houlihan Lokey
Valuation report, dated September 15, 1999, previously produced as B10987 11024.
The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER
In addition, Houlihan Lokey has advised BCBSME that significant portions of the information contained in these documents is proprietary and confidential to Houlihan Lokey, and accordingly the information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER |
- Please provide all documents related to interest by any other BCBS plan in purchasing
BCBSME in whole or in part since July 1999.
| Response:
|
BCBSME has no documents of this
description. |
- Please provide all documents related to interest by any carrier, HMO, or insurer as
defined by Maine law in purchasing BCBSME in whole or in part since January 1998.
| Response:
|
BCBSME has located no such documents of
this description other than the following documents previously produced:
BC 0001 00291
BC 00883 00999
BC 02558 02614
B 01001 01390
B 05409 05496 |
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The information contained in these documents is deemed
CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER |
- Please provide all documents related to all investments made by BCBSME from January 1997
to the present. Please describe in detail the monetary value of those investments and the
interest or earnings on those investments in each calendar year from January 1997 to the
present.
| Response:
|
Balance sheets provided by BCBSME in
discovery and in the filing summarize the value of investments at various periods, and
related income statements summarize investment income from those assets. |
- Please describe in detail the enrollment efforts made by the applicants in Maine from
January 1999 to the present. Provide all documents related to the applicants enrollment
efforts in Maine for that time period.
| Response:
|
Understanding from a conference with the
Consumer Intervenors counsel that this request is addressed to efforts by BCBSME to
accommodate requests for enrollment at BCBSME following the announcement of Tufts Health
Plans withdrawal from the Maine Market, BCBSME replies as follows:
BCBSME made a concerted effort to sell its services, and those of MPHP
and CMPHP, to groups insured by Tufts Health Plan of New England. Quoting activity and
sales were robust prior to the time in November1999, when Tufts Health Plan of New England
was placed under the control of the New Hampshire Department of Insurance. During the
first twenty four hours following that event, BCBSME received more than 1,000 requests for
quotes from brokers and agents representing Tufts clients. BCBSME continued to
accept requests for quotes for coverage effective January 1, 2000 or January 15, 2000
until December 13, 1999, at which time it advised its sales staff, brokers, and agents
that all subsequent requests for quotes would have to be for an effective date of February
1, 2000. BCBSME allowed cases quoted for January 1, 2000 and January 15, 2000 effective
dates to be submitted for coverage by the end of the first subsequent work day.
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- Please describe in detail the distinctions that Anthem makes between "medical
director support", "medical policy", "medical decisionmaking",
"medical care management." Which, if any, of these will be performed in Maine by
currently employed BCBSME employees? Please provide a chart which describes the positions
responsible for each of these items and where (by state) these positions are located.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems understanding of certain terms. |
- Regarding AN 03052 AN 03058, please describe in detail how long it took to
resolve the complaint(s) from the first notice of complaint received by Anthem and the
ultimate resolution of the complaint, the personnel involved in resolving such
complaint(s) and in which state(s) they are/were based, any payment standard applied in
resolution of the complaint(s), and the reason for the length of time taken to resolve
such complaint(s).
| Response:
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BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems practices. |
- During the public hearings, Robert Gibbons, executive director for the Maine Education
Association Benefits Trust, stated six (6) conditions that the association wants placed on
the purchase. Please provide response by the applicants to each of the six conditions. Mr.
Gibbons also stated that the applicants will include certain of the conditions he
mentioned in their upcoming contract renewal. Please describe in detail which of the six
conditions will be incorporated into the contract and the reasons for such incorporation.
| Response:
|
The comments of Mr. Gibbons referred to
proposed terms of the Bureaus approval of Anthems application under 24-A
M.R.S.A. § 222. There have been no discussions between representatives of the MEABT and
BCBSME regarding the incorporation of similar provisions in the contract. |
- Please describe in detail Anthems policy rider which delays access to FDA approved
prescription drugs for six months and the decisionmaking process used to apply or waive
it. Please state in your response who made the decision to impose this rider and where (by
state) the such decision was made. Please also include in your response what level of
personnel has authority to waive application of the rider and under what circumstances.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems operation policies. |
- Please describe in detail the method Anthem used in collecting and/or providing
information regarding prior authorization denials in Connecticut for the November 1998
report issued by the Connecticut Department of Insurance. Please include in your response
how Anthems methods may have resulted in a higher level of denials than other
carriers or HMOs.
| Response:
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BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems activities in Connecticut. |
- During the public hearings, James Parker, chief of public affairs for Anthem, stated
that "All health care is local." Yet, he proceeded to describe a limited number
of areas in which health care, especially health care decisionmaking, would remain local.
Please state in detail which aspects of health care will not be local or under local
control post-acquisition.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems activities following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Provide all documents related to utilization review criteria used by Anthem that will
differ from BCBSMEs current utilization review criteria by product.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Please describe in detail the changes in utilization review criteria that Anthem has
imposed subsequent to each BCBS plan from January 1995 to the present. Provide all
documents related to changes to utilization review criteria in each state where Anthem
purchased a BCBS plan from January 1995 to the present.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems activities in other states. |
- Please describe in detail BCBSMEs subsidies for insureds premiums,
copayments, coinsurance, or deductibles past or present. Please state in detail
eligibility criteria for such subsidies.
| Response:
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BCBSME has not provided such subsidies for
at least the last 3 years. |
- Please describe how Anthem will outline and/or inform its subscribers about reproductive
health services. Please include in your response all reproductive health services Anthem
will cover.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Will Anthem contract with family planning programs for all the services each program
currently provides including but not limited to colposcopy and endometrial biopses? Please
provide the rationale for your response.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Will Anthem contract with nurse practitioners in Maine?
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Will Anthem allow its insureds in Maine to self-refer to reproductive health providers
(including but not limited to nurse practitioners) beyond the state-mandated statute of
one annual visit a year? Please provide the rationale for your response.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
- Please describe in detail what the term "IBNR" includes as used by BCBSME.
| Response:
|
As used by BCBSME, the term
"IBNR" includes the companys expected liability for claims that have been
incurred (i.e., a covered service has been rendered to a member by an eligible provider)
but not yet paid, either because they have not yet been submitted or because they are in
the process of being paid. |
- Please describe in detail the procedures that are currently utilized by Anthem to ensure
confidentiality of insureds records and to ensure that access to insureds
records is restricted. Please include in your response the names of all companies,
including but not limited to pharmaceutical, brokerage and telemarketing firms, with whom
Anthem shares any insured information on a confidential, redacted or non-confidential
basis.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems operational practices. |
- Please describe in detail the procedures that the applicants will use to ensure
confidentiality of insureds records and to ensure that access to insureds
records is restricted? Please state whether Anthem anticipates making insureds
records available to any entity on any basis. If yes, please describe in detail what
information, the uses for which it would be made available, and the bases upon which it
would be provided.
| Response:
|
BCBSME references the response of Anthem
Insurance Companies to this request, because the request asks for information concerning
Anthems intentions following the acquisition of the assets of BCBSME pursuant to the
Asset Purchase Agreement. |
DATED: February 18, 2000
________________________
Robert S. Frank
HARVEY & FRANK
Two City Center
Suite 402
Portland, Maine 04112-0126
(207) 775-1300
Attorneys for Associated Hospital Services of Maine d/b/a/ Blue Cross Blue Shield of
Maine
Last Updated:
August 22, 2012
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