TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
BLUE CROSS AND BLUE SHIELD ASSOCIATION

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
225 North Michigan Avenue

Room/suite

City or town, state or country, and ZIP + 4
Chicago, IL60601

D Employer identification number

13-5656874

E Telephone number

G Gross receipts $ 415,828,814

F Name and address of principal officer:
Scott Serota
225 North Michigan Avenue
Chicago,IL60601

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.bcbs.com

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1948

M State of legal domicile: IL

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: The organization's tax exempt purpose is promoting through independent BCBS member (Plans), the common good and general welfare of the community by fostering broad-based health insurance coverage.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	39
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	38
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	1,259
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	17,852,372
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-4,545,541

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	391,099,815	401,706,209
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,308,731	894,806
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-183,692	64,389
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	392,224,854	402,665,404
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	168,864,772	170,867,694
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	236,658,500	230,723,477
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	405,523,272	401,591,171
19	Revenue less expenses. Subtract line 18 from line 12.......	-13,298,418	1,074,233
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	477,055,743	545,808,284
21	Total liabilities (Part X, line 26).............	372,770,195	441,368,086
22	Net assets or fund balances. Subtract line 21 from line 20.....	104,285,548	104,440,198

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: The Association serves its membership consisting of independent Blue Cross and Blue Shield Plans (Plans) which operates within specified geographic service areas. The Association provides a variety of services to member Plans and coordinates government services such as the Medicare Part A prime contract and the contract under the Federal Employee Health Benefit Program (FEP);all of which are the core of the organization's exempt purpose of promoting the common good and general welfare of the community by fostering broad-based health insurance coverage.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 103,463,891 including grants of $ ) (Revenue $ 102,187,488 )
	The BlueCard program is a clearinghouse service provided when a member Plan participant receives healthcare in another member Plan geographic service area. BlueCard enhancements in 2012 improved application performance, reliability and real-time processing of claims. This allows Plans to significantly reduce claim cycle time and realize significant operational efficiencies - Plan-reported examples include a seven-day reduction in claims cycle time and an 8 to 11-percent reduction in duplicate claims. Twenty eight (28) of thirty nine (38) Association licensees serve fortune 500 companies nationally.

4b	(Code: ) (Expenses $ 107,379,928 including grants of $ ) (Revenue $ 107,463,438 )
	The Blue Cross and Blue Shield Associations' Federal Employee Program (FEP) administers the Blue Cross and Blue Shield Service Benefit Plan. Approximately 62 percent of all federal employees and retirees who receive their health care benefits through the government's Federal Employee Health Benefits Program (FEHBP) are members of the Service Benefit Plan receiving health coverage through member Plans. Service Benefit Plan has been part of the FEHBP since its inception in 1960 and is the largest plan in the program. The FEP program provided service to more than 5.3 million members and maintained a retention rate of 99.2 percent. To increase efficiencies and effectiveness, FEP launched several initiatives projected to save more than $21 million over the next two to three years - which enabled the program to improve the competitive position of its program optons. The FEP BlueVision product has approximately 885,000 members which is over fifty percent of the market share. The program wide service profile score increased for the fifth straight year, reaching a record high 114 out of 120. The program continues to increase member awareness through the offering of several on-line tools; including access to personal health records, wellness coaching modules and nurse-line.

4c	(Code: ) (Expenses $ 54,142,546 including grants of $ ) (Revenue $ 62,888,810 )
	As the umbrella organization for the member Plans, the Association coordinates advertising and communications programs, providing policy and representation of member interests, monitors and fosters the financial stability of all the Plans and supports the ability of the Plans to operate efficiently by providing conferences, consulting and miscellaneous services to the Plans.

	(Code: ) (Expenses $ 35,159,080 including grants of $ ) (Revenue $ 38,032,951 )
	The Association develops, enhances and protects the value of the Blue Cross and Blue Shield brand names and symbols and supports the oversight and management of member Plan license agreements.

	(Code: ) (Expenses $ 30,491,181 including grants of $ ) (Revenue $ 36,315,856 )
	The Association provides optional consulting services and other miscellaneous services.

	(Code: ) (Expenses $ 22,266,183 including grants of $ ) (Revenue $ 17,732,141 )
	National Data Warehouse (NDW) is a central data warehouse composed of aggregate standardized and de-identified data (such as medical and drug claims, membership and other provider information) obtained from participating member plans for use in complementing the analytical systems within each of the Plans to improve business intelligence and for the benefit of understanding and managing health care costs and quality via benchmarking and trend analysis.

	(Code: ) (Expenses $ 12,242,983 including grants of $ ) (Revenue $ 12,466,152 )
	Operation of the National Employee Benefits Administration Program which provides a comprehensive group package of employee benefits programs to the Plans.

	(Code: ) (Expenses $ 10,387,183 including grants of $ ) (Revenue $ 16,840,431 )
	Operation of the telecommunications network which facilitates inter-plan communication.

	(Code: ) (Expenses $ 8,920,920 including grants of $ ) (Revenue $ 7,778,943 )
	The Association performs services for the Medicare A program and other services agreements with the Secretary of the United States Department of Health and Human Services (DHHS). BCBSA acts in a coordinating role for all Blue Cross and Blue Shield Plans to perform certain aspects of the Medicare A intermediary functions and other government business services provided to Plans. The Association provides additional services to DHHS through contracts with the Agency for Healthcare Research and Quality (AHRQ) utilizing funds from the American Recovery and Reinvestment Act (ARRA).

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 119,467,530 including grants of $ 0 ) (Revenue $ 129,166,474 )
4e	Total program service expenses384,453,895

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I Click to see attachment

..........

Yes

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III Click to see attachment

............................

Yes

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III ....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Yes

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment

28b

Yes

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

234

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

1,259

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

Yes

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

Yes

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Yes

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

Robert J Kolodgy225 North Michigan AvenueChicagoIL60601 (312) 297-6462

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Peter Andruszkiewicz........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(2) Richard L Boals........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(3) Bruce G Bodaken........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(4) Angela Braly........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(5) H R Brereton Barlow........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(6) Chester Burrell........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(7) John Cannon........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(8) Denise S Cesare........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(9) Andrew C Corbin........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(10) Andrew Dreyfus........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(11) Paul von Ebers........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(12) Ray Flachbart........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(13) John D Forsyth........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(14) Mike Frank........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(15) Mark B Ganz........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(16) David R Gentile........................................................................ BoardMember	1.7 .......................0	X	0	0	0
(17) Don C George........................................................................ BoardMember	1.7 .......................0	X	0	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Patrick J Geraghty........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(19) Zelda Geyer-Sylvia........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(20) Vicky B Gregg........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(21) Patricia A Hemingway Hall........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(22) Robert P Hiam........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(23) Daniel J Hilferty........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(24) Terry D Kellogg........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(25) David H Klein........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(26) Scott D Kreiling........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(27) William Lehr Jr........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(28) Daniel J Loepp........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(29) Scott B Lynch........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(30) Robert A Marino........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(31) Steven S Martin........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(32) Kenneth R Melani MD........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(33) Alphonso ONeil White........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(34) David S Pankau........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(35) M Carol Pigott........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(36) Michael Reitz........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(37) Ramon M Ruiz Comas........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(38) Rick Schum........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(39) Gary D St Hilaire........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(40) Pamela Wheelock........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(41) P Mark White........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(42) J Bradley Wilson........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(43) William Winkenwerder........................................................................ BoardMember	1.7 .......................0	X				0	0	0
(44) Scott P Serota........................................................................ President & CEO	40 .......................0		X			3,905,943	0	1,301,741
(45) William A Breskin........................................................................ VP, Government Programs	40 .......................0		X			363,826	0	110,389
(46) Paul Brown........................................................................ VP, Venturing	40 .......................0		X			104,799	0	55,228
(47) William J Colbourne........................................................................ SR VP, HR and Administration	40 .......................0		X			571,192	0	137,538
(48) Frank E Coyne Jr........................................................................ VP, Operations & Ntl Programs	40 .......................0		X			464,242	0	194,188
(49) Kathy R Didawick........................................................................ VP, Congressional Comm	40 .......................0		X			316,329	0	77,216
(50) John T Ericksen........................................................................ VP, Federal Relations	40 .......................0		X			436,511	0	121,471
(51) Jena Estes........................................................................ VP, Federal Employee Program	40 .......................0		X			360,184	0	91,199
(52) Alissa T Fox........................................................................ SR VP, Policy & Representation	40 .......................0		X			771,668	0	175,073
(53) Paul John Julian Gerrard........................................................................ VP, Strategic Communications	40 .......................0		X			261,305	0	41,393
(54) Justine G Handelman........................................................................ VP, Legislative & Regulatory Policy	40 .......................0		X			334,970	0	82,152
(55) Trent T Haywood........................................................................ SR VP, Chief Medical Officer	40 .......................0		X			24,038	0	2,237
(56) Kari J Hedges........................................................................ VP, National Programs	40 .......................0		X			280,976	0	36,990
(57) Mitchell J Helfand........................................................................ VP, Finance	40 .......................0		X			320,934	0	111,688
(58) Robert J Kolodgy Jr........................................................................ SR VP, FSGP and CFO	40 .......................0		X			588,892	0	60,254
(59) Allan M Korn........................................................................ SR VP, Chief Medical Officer	40 .......................0		X			719,559	0	237,923
(60) Shirley S Lady........................................................................ VP, Information Strategy/Ops	40 .......................0		X			335,169	0	103,959
(61) W Scott Nehs........................................................................ VP, Dep Gen Counsel Asst Sec	40 .......................0		X			249,620	0	26,297
(62) William B O'Loughlin........................................................................ VP, Chief Technology Officer	40 .......................0		X			526,092	0	112,452
(63) Doug Porter........................................................................ SR VP, Chief Information Officer	40 .......................0		X			722,068	0	83,801
(64) Cynthia P Rolfe........................................................................ VP, Consumer Brand Strategy	40 .......................0		X			298,878	0	24,482
(65) Maureen E Sullivan........................................................................ SR VP, Strategic Services and CSO	40 .......................0		X			644,597	0	123,926
(66) Jennifer Vachon........................................................................ VP and Chief of Staff	40 .......................0		X			350,085	0	81,454
(67) Jody A Voss........................................................................ VP, Strategic Business Services	40 .......................0		X			355,044	0	92,473
(68) Roger G Wilson........................................................................ SR VP, Gen Counsel & Secretary	40 .......................0		X			672,505	0	142,156
(69) John Cerisano........................................................................ Exec Dir, Policy & Representation	40 .......................0			X		288,023	0	66,536
(70) Daniel A Engel........................................................................ Sr Assoc Gen Counsel	40 .......................0			X		265,197	0	107,335
(71) Carole R Flamm........................................................................ Exec Med Dir, National Programs	40 .......................0			X		331,732	0	58,930
(72) Steven D Putziger........................................................................ Exec Dir, Brand Protect & Finance	40 .......................0			X		303,610	0	70,748
(73) Mark A Talluto........................................................................ Exec Dir, Strategic Services	40 .......................0			X		277,614	0	36,860
(74) Stephen Gammarino........................................................................ Former Officer	0 .......................0				X	860,677	0	3,790

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	16,306,279	0	3,971,879

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

522

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
AGA SERVICE COMPANYALLIANZ GLOBAL SERVICESRichmondVA23294	InterPlan Support	8,486,299
HP ENTERPRISE SERVICE LLCPO Box 92013ChicagoIL606752013	Systems Consulting	5,631,639
BLUE HEALTH INTELLIGENCE225 N MICHIGAN AVENUEChicagoIL60601	Data Access Fees	4,710,614
SYNOVATE INC3040 W SALT CREEK LANEArlington HeightsIL60005	Healthcare Surveys	3,149,108
AT&TPO Box 84685SeattleWA981245985	BlueCard Usage Telecom Fees	2,821,803
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 126

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	BlueCard		900099	102,187,488	102,187,488	0	0
b	Federal Employee Program		900099	107,463,438	107,463,438	0	0
c	Other Services		900099	62,888,810	62,888,810	0	0
d	Brand Enhance & Protection		900099	38,032,951	38,032,951	0	0
e	Consulting & Misc Services		900099	36,315,855	36,315,855	0	0
f	All other program service revenue .			54,817,667	37,085,526	17,732,141	0
g	Total. Add lines 2a–2f........			401,706,209
3	Investment income (including dividends, interest, and other similar amounts).......			759,833	0	0	759,833
4	Income from investment of tax-exempt bond proceeds..			0	0	0	0
5	Royalties...........			0	0	0	0
		(i) Real	(ii) Personal
6a	Gross rents	0	0
b	Less: rental expenses	0	0
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0	0	0	0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	13,298,383	0
b	Less: cost or other basis and sales expenses	13,117,521	45,889
c	Gain or (loss)	180,862	-45,889
d	Net gain or (loss)..........			134,973	0	0	134,973
8a	Gross income from fundraising events (not including $ 0 of contributions reported on line 1c). See Part IV, line 18 ..
	a		0
b	Less: direct expenses ...b		0
c	Net income or (loss) from fundraising events..			0		0	0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a		0
b	Less: direct expenses ...b		0
c	Net income or (loss) from gaming activities...			0	0	0	0
10a	Gross sales of inventory, less returns and allowances .
	a		0
b	Less: cost of goods sold ..b		0
c	Net income or (loss) from sales of inventory..			0	0	0	0
Miscellaneous Revenue			Business Code
11a	Service Fee Revenue		525990	129,041	0	129,041	0
b	Partnership Pass Through Loss		900001	-64,652	-55,842	-8,810	0
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			64,389
12	Total revenue. See Instructions......			402,665,404	383,918,226	17,852,372	894,806

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0	0
4	Benefits paid to or for members	0	0
5	Compensation of current officers, directors, trustees, and key employees ....	16,046,931	12,749,775	3,297,156	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0	0	0	0
7	Other salaries and wages	116,331,358	111,883,005	4,448,353	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	14,219,046	9,481,946	4,737,100	0
9	Other employee benefits .......	15,731,807	15,450,239	281,568	0
10	Payroll taxes ...........	8,538,552	8,270,799	267,753	0
11	Fees for services (non-employees):
a	Management ......	0	0	0	0
b	Legal .........	9,735,135	9,925,291	-190,156	0
c	Accounting ...........	853,905	853,905	0	0
d	Lobbying ...........	5,112,641	5,112,641	0	0
e	Professional fundraising services. See Part IV, line 17	0			0
f	Investment management fees ......	15,182	0	15,182	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	114,786,856	114,159,724	627,132	0
12	Advertising and promotion ....	6,507,248	6,501,244	6,004	0
13	Office expenses .......	9,485,357	9,358,226	127,131	0
14	Information technology ......	31,890,727	31,470,036	420,691	0
15	Royalties ..	0	0	0	0
16	Occupancy ...........	10,805,225	10,380,104	425,121	0
17	Travel ............	5,785,184	5,078,644	706,540	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0	0	0	0
19	Conferences, conventions, and meetings ....	4,141,864	3,447,866	693,998	0
20	Interest ...........	262,966	237,549	25,417	0
21	Payments to affiliates .......	0	0	0	0
22	Depreciation, depletion, and amortization .....	20,064,336	19,858,903	205,433	0
23	Insurance ..............	3,314,351	3,283,313	31,038	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Membership, Sponsorship, Gen'l Contribution	5,817,635	4,871,127	946,508
b	Books & Periodicals	1,898,118	1,833,463	64,655
c	Miscellaneous	246,747	246,095	652
d
e	All other expenses	0			0
25	Total functional expenses. Add lines 1 through 24e	401,591,171	384,453,895	17,137,276	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			544,058	1	692,444
2	Savings and temporary cash investments .........			270,161,510	2	327,372,324
3	Pledges and grants receivable, net ...........			0	3
4	Accounts receivable, net .............			25,371,551	4	24,332,048
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			9,696,675	7	5,014,976
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			8,783,774	9	9,153,032
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	91,328,112
b	Less: accumulated depreciation .....	10b	65,663,397	27,718,663	10c	25,664,715
11	Investments—publicly traded securities ..........			15,000	11	15,000
12	Investments—other securities. See Part IV, line 11 .....			106,021,820	12	132,369,364
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			12,275,987	14	4,498,115
15	Other assets. See Part IV, line 11 ...........			16,466,705	15	16,696,266
16	Total assets. Add lines 1 through 15 (must equal line 34)......			477,055,743	16	545,808,284
17	Accounts payable and accrued expenses .........			78,921,901	17	91,845,720
18	Grants payable .................			0	18	0
19	Deferred revenue ................			1,447,273	19	1,683,739
20	Tax-exempt bond liabilities .............			0	20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			229,822,490	21	276,009,273
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			62,578,531	25	71,829,354
26	Total liabilities. Add lines 17 through 25.........			372,770,195	26	441,368,086
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			104,285,548	27	104,440,198
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			104,285,548	33	104,440,198
34	Total liabilities and net assets/fund balances ........			477,055,743	34	545,808,284

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

402,665,404

Total expenses (must equal Part IX, column (A), line 25) ............

401,591,171

Revenue less expenses. Subtract line 2 from line 1 ..............

1,074,233

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

104,285,548

Net unrealized gains (losses) on investments ...............

261,384

Donated services and use of facilities .................

Investment expenses .....................

-15,182

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-1,165,785

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

104,440,198

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

$ 485,285

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

$ 0

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

$ 275,000

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

$ 275,000

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
(1) Democratic Governor's Association	1401 K Street NW Ste 200 Washington,DC20005	52-1304889	125,000	0
(2) Republican Governor's Association	1747 Pennsylvania Ave NW Ste 250 Washington,DC20006	11-3655877	100,000	0
(3) Republican State Leadership Committee	1201 F Street NW Suite 675 Washington,DC20004	05-0532524	50,000	0

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

95,500,000

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

13,325,716

Carryover from last year ....................................

Total ............................................

13,325,716

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

13,325,716

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
SchC_P1A_S00_L01	Schedule C, Part I-A, Line 1	Schedule C, Part I-A, Line 1 - The filing organiztion made contributions from the general treasury to three Section 527 political organizations and sponsored a separate fund designated for exempt purposes.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	0	0		0
b	Buildings ................	0	0	0	0
c	Leasehold improvements ............	0	28,020,745	14,201,688	13,819,057
d	Equipment ................	0	63,307,367	51,461,709	11,845,658
e	Other .................	0	0	0	0
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......					25,664,715

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives	0
(2)Closely-held equity interests	0
(3)Other (A) Non Public Mutual Funds	78,878,576	C
(B) Wells Fargo Mutual Funds (MNSGX)	39,428,092	F
(C) 1 share common, BCBSA Services, Inc.	13,262,469	C
(D) Investment in Affiliates >5%	580,890	C
(E) 206,889 Common, BCS Insurance Corp	210,000	C
(F) 9,337.63 Common, Health Intelligence Co. LLC	9,337	C



Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	132,369,364

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
Pension Liability		44,558,967
Unsecured Note to Related Parties		9,897,555
Lease Liability		9,170,855
Post Retirement Liability		5,389,763
Other Benefits		2,399,887
Interest Payable		412,327



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		71,829,354
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	403,043,106
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	261,384
b	Donated services and use of facilities .........	2b	0
c	Recoveries of prior year grants ...........	2c	0
d	Other (Describe in Part XIII.) ............	2d	180,707
e	Add lines 2a through 2d .....................			2e	442,091
3	Subtract line 2e from line 1.....................			3	402,601,015
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a	0
b	Other (Describe in Part XIII.) ...........	4b	64,389
c	Add lines 4a and 4b.......................			4c	64,389
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	402,665,404

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	401,637,058
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a	0
b	Prior year adjustments ..............	2b	0
c	Other losses ................	2c	0
d	Other (Describe in Part XIII.) ............	2d	0
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	401,637,058
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a	0
b	Other (Describe in Part XIII.) ............	4b	-45,887
c	Add lines 4a and 4b.......................			4c	-45,887
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	401,591,171

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
SchD_P04_S00_L02b	Schedule D, Part IV, Line 2b	Schedule D, Part IV, Line 2b - The Association holds funds as agent for its member Plans under arrangements covering its Blue Card and Federal Employee Program
SchD_P10_S00_L02	Schedule D, Part X, Line 2	The Association follows the requirements of ASC 740-10-25 "Accounting for Uncertainty in Income Taxes," which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. ASC 740-10-25 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. Under ASC 740-10-25, an organization must recognize the tax benefit associated with tax positions taken for tax return purposes when it is more-likely-than-not that the position will be sustained. The Association does not believe that there are any uncertain tax positions that should be recorded. No interest or penalties were recorded or included in the consolidated statement of activities for the years ended December 31, 2012 and 2011. The Association is open to examination by taxing authorities from fiscal year 2009 forward.
SchD_P11_S00_L02d	Schedule D, Part XI, Line 2d	Subsidiary Gross Receipts $150,000 - $45,889 reclassification of loss on sale of assets + $15,182 reclassification of investment expenses = $180,707
SchD_P11_S00_L04b	Schedule D, Part XI, Line 4b	$129,041 Consolidated Intercompany Revenue - $64,652 Investment pass through income from
SchD_P12_S00_L04b	Schedule D, Part XII, Line 4b	Reclassification of loss on sale of Assets to Revenue

Schedule D (Form 990) 2012

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Scott P SerotaPresident & CEO	(i) (ii)	955,947 0	1,937,741 0	1,012,255 0	1,275,518 0	26,223 0	5,207,684 0	902,061 0
(2)William A BreskinVP, Government Programs	(i) (ii)	247,219 0	76,500 0	40,107 0	85,808 0	24,581 0	474,215 0	0 0
(3)Paul BrownVP, Venturing	(i) (ii)	62,085 0	26,000 0	16,714 0	48,526 0	6,702 0	160,027 0	0 0
(4)William J ColbourneSR VP, HR and Administration	(i) (ii)	305,101 0	155,000 0	111,091 0	116,935 0	20,603 0	708,730 0	0 0
(5)Frank E Coyne JrVP, Operations & Ntl Programs	(i) (ii)	276,262 0	120,400 0	67,580 0	167,057 0	27,131 0	658,430 0	0 0
(6)Kathy R DidawickVP, Congressional Comm	(i) (ii)	222,781 0	75,000 0	18,548 0	59,890 0	17,325 0	393,544 0	0 0
(7)John T EricksenVP, Federal Relations	(i) (ii)	260,817 0	97,000 0	78,694 0	98,687 0	22,785 0	557,983 0	0 0
(8)Jena EstesVP, Federal Employee Program	(i) (ii)	238,481 0	70,000 0	51,703 0	68,574 0	22,625 0	451,383 0	0 0
(9)Alissa T FoxSR VP, Policy & Representation	(i) (ii)	374,684 0	190,000 0	206,984 0	143,177 0	31,896 0	946,741 0	0 0
(10)Paul John Julian GerrardVP, Strategic Communications	(i) (ii)	216,363 0	43,100 0	1,842 0	23,653 0	17,740 0	302,698 0	0 0
(11)Justine G HandelmanVP, Legislative & Regulatory Policy	(i) (ii)	228,197 0	90,000 0	16,773 0	60,074 0	22,078 0	417,122 0	0 0
(12)Trent T HaywoodSR VP, Chief Medical Officer	(i) (ii)	24,038 0	0 0	0 0	0 0	2,237 0	26,275 0	0 0
(13)Kari J HedgesVP, National Programs	(i) (ii)	205,369 0	70,000 0	5,607 0	23,386 0	13,604 0	317,966 0	0 0
(14)Mitchell J HelfandVP, Finance	(i) (ii)	192,730 0	76,300 0	51,904 0	90,356 0	21,332 0	432,622 0	0 0
(15)Robert J Kolodgy JrSR VP, FSGP and CFO	(i) (ii)	389,716 0	195,000 0	4,176 0	32,000 0	28,254 0	649,146 0	0 0
(16)Allan M KornSR VP, Chief Medical Officer	(i) (ii)	341,365 0	290,000 0	88,194 0	213,313 0	24,610 0	957,482 0	0 0
(17)Shirley S LadyVP, Information Strategy/Ops	(i) (ii)	214,751 0	89,000 0	31,418 0	90,923 0	13,036 0	439,128 0	0 0
(18)W Scott NehsVP, Dep Gen Counsel Asst Sec	(i) (ii)	248,120 0	0 0	1,500 0	12,500 0	13,797 0	275,917 0	0 0
(19)William B O'LoughlinVP, Chief Technology Officer	(i) (ii)	264,685 0	115,600 0	145,807 0	82,589 0	29,863 0	638,544 0	0 0
(20)Doug PorterSR VP, Chief Information Officer	(i) (ii)	359,003 0	195,000 0	168,065 0	64,866 0	18,935 0	805,869 0	0 0
(21)Cynthia P RolfeVP, Consumer Brand Strategy	(i) (ii)	242,020 0	52,400 0	4,458 0	8,620 0	15,862 0	323,360 0	0 0
(22)Maureen E SullivanSR VP, Strategic Services and CSO	(i) (ii)	349,312 0	180,000 0	115,285 0	90,692 0	33,234 0	768,523 0	0 0
(23)Jennifer VachonVP and Chief of Staff	(i) (ii)	224,708 0	101,100 0	24,277 0	60,480 0	20,974 0	431,539 0	0 0
(24)Jody A VossVP, Strategic Business Services	(i) (ii)	217,486 0	96,800 0	40,758 0	68,929 0	23,544 0	447,517 0	0 0
(25)Roger G WilsonSR VP, Gen Counsel & Secretary	(i) (ii)	393,807 0	175,000 0	103,698 0	118,646 0	23,510 0	814,661 0	0 0
(26)John CerisanoExec Dir, Policy & Representation	(i) (ii)	213,135 0	62,500 0	12,388 0	42,104 0	24,432 0	354,559 0	0 0
(27)Daniel A EngelSr Assoc Gen Counsel	(i) (ii)	193,161 0	55,000 0	17,036 0	88,720 0	18,615 0	372,532 0	0 0
(28)Carole R FlammExec Med Dir, National Programs	(i) (ii)	250,537 0	62,700 0	18,495 0	44,298 0	14,632 0	390,662 0	0 0
(29)Steven D PutzigerExec Dir, Brand Protect & Finance	(i) (ii)	206,933 0	65,300 0	31,377 0	45,133 0	25,615 0	374,358 0	0 0
(30)Mark A TallutoExec Dir, Strategic Services	(i) (ii)	209,410 0	65,800 0	2,404 0	19,706 0	17,154 0	314,474 0	0 0
(31)Stephen GammarinoFormer Officer	(i) (ii)	16,557 0	135,000 0	709,120 0	3,790 0	0 0	864,467 0	708,840 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
SchJ_P01_S00_L01a	Schedule J, Part I, Line 1a	As an organization serving a system of locally based independent Plans offering health insurance in all 50 States, DC and Puerto Rico, the Association's officers are expected to maintain an unusually demanding travel schedule. Accordingly, a committee of the Association's Board comprised of independent Plan executives has established CEO travel policies designed to assure the organization is able to meet his travel commitments, including travel to underserved regional destinations. These policies includethe use of chartered air carriers or first class travel on scheduled commercial flights under certain limited circumstances.
SchJ_P01_S00_L03	Schedule J, Part I, Line 3	The compensation of the CEO and the continued retention of his services are approved each year by a committee of the Association's Board comprised of independent Plan executives. That committee acts after deliberations based upon advice from a qualified independent compensation consulting firm. The consultant's advice and those deliberations include a review of the results of the independent consultant's research regarding compensation paid by other organizations for officers serving in capacities comparable to that of the Association's CEO. Each year this committee's decisions are reported to the full Board during a regularly scheduled meeting. The Board deliberates on both matters. Extension of the period of the CEO's service requires action by the full Board. The compensation determinations of the committee stand approved unless the Board exercises its inherent prerogative to modify the committee's compensation decisions. The same committee of independent Plan executives annually receives the CEO's recommendations regarding the compensation to be paid to the officers. As with the CEO's compensation, the deliberations of this committee and its decisions to approve or modify the CEO's recommendation are based upon the results of an independent consultant's market research regarding comparable officer pay and the independent consultant's advice.
SchJ_P01_S00_L04	Schedule J, Part I, Line 4	As required by the instructions to Form 990, Schedule J, Part II, a hypothetical SERP accrual was calculated for each reportable person who was eligible to participate in that program. The accrual amounts were determined using the Association's best estimate of the accrual using the methodology specified in the instructions to Schedule J. Because vested accruals under the SERP are currently taxed based on a different methodology and the instructions to Schedule J specify that amounts reported in columns B(i) through B(iii) should not be reported again in column C or D, the amount of imputed SERP income reported in column B(iii) was subtracted in each case and the balance of the hypothetical accrual was included in column C for the applicable reportable persons as follows: William A. Breskin - 22,752; Paul F Brown - 2,141; William J Colbourne - 20,038; Frank E Coyne Jr - 66,162; John T Ericksen - 1,325; Jena Estes - 10,752; Alissa T Fox - 52,513; Justine Handleman - 5,811; Allan M Korn, MD - 127,635; Maureen E Sullivan - 5,954; Jennifer Vachon - 6,675; Jody A Voss - 8,640; Roger G Wilson - 15,912; John Cerisano - 1,671; and Scott Serota - 165,208. The combined total of imputed SERP included in column C = $513,194.
SchJ_P01_S00_L07	Schedule J, Part I, Line 7	The Association maintains an Association wide annual performance bonus program that assures a portion of employees' annual compensation is contingent upon the attainment of pre-approved organizational performance goals, as weighted by the performance measurement process that evaluates each individual employee's efforts. Officers, like all employees, are eligible to participate in this program. The performance goals and the budget for this bonus program are approved each year by the Association's Board based upon recommendations from a Board committee consisting of independent Plan executives. Moreover, the performance assessment judgments and the approval of actual payouts require approval by that committee. The CEO also participates in a Long Term Incentive Bonus program. As with the regular performance bonus program, payouts under the Long Term Incentive Program reflect the extent to which preestablished performance goals are reached. However, unlike the annual performance bonus program, the Long Term Incentive program operates on a multi-year cycle to assure that the CEO has incentives that look beyond the immediate year. This program, the performance measurements and the assessment of the achievement of those goals and the resulting payout amounts are all approved by the same Board committee described above and reported to the full Board. The committee's deliberations regarding the establishment of the program, the selection of the performance factors and assessment of performance all include consultation and recommendation from a qualified independent compensation consultant based upon a market study of comparable programs for comparable executives.

Schedule J (Form 990) 2012

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) F Ruiz	Directors Family	84,248	Employee Salary		No
(2) N Parker	Officer Family	58,240	Employee Salary		No
(3) Health Intelligence Co LLC	Officer-Vendor Director	19,852,052	Receipts - Contract Fees		No
(4) Health Intelligence Co LLC	Officer-Customer Director	4,172,205	Payment for Services		No
(5) Consortium Health Plans Inc	Director-Vendor Director	2,560,963	Payment for Services		No
(6) BCS Insurance Company	Officer-Vendor Director	691,220	Payment for Insurance		No
(7) Consortium Health Plans Inc	Director-Customer Board	325,500	Receipts - Contract Fees		No
(8) BCS Life Insurance Co	Director-Customer Board	261,644	Receipts for Services		No
(9) BCBS Venture Partners II LP	Officer-Customer Officer	241,604	Receipts for Services		No
(10) BCBS Venture Partners LP	Officer-Customer Officer	216,379	Receipts for Services		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
SchL_P04_S00_L00	Schedule L, Part IV	Contracting with vendors, of which officers or board members listed in Part VII are also officers or board members of the vendor, are subject to an independent competitive bidding process.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Identifier	Return Reference	Explanation
F990_P06_S0A_L02	Form 990, Part VI, Section A, Line 2	Various BCBSA Board members (Directors) also sit on the board of Blue Cross and Blue Shield Association affliates
F990_P06_S0A_L06	Form 990, Part VI, Section A, Line 6	Blue Cross and Blue Shield has thirty eight (38) independent member health care plan licensees operating in specified domestic service areas
F990_P06_S0A_L07a	Form 990, Part VI, Section A, Line 7a	The governing body approves a nominating committee to oversee governing body elections
F990_P06_S0A_L07b	Form 990, Part VI, Section A, Line 7b	Governing body decisions are approved according to the by-laws of the corporation
F990_P06_S0B_L11b	Form 990, Part VI, Section B, Line 11b	Form 990's content and sources of information are reviewed by subject matter experts including, but not limited to, internal and external tax and accounting professionals and internal legal personnel. A copy of form 990 is presented to the board prior to filing.
F990_P06_S0B_L12c	Form 990, Part VI, Section B, Line 12c	BCBSA maintains a comprehensive code of conduct and compliance program applicable to all employees and officers. In addition, all employees, officers, and board members are required to complete an annual conflict of interest form. The BCBSA Chief Auditor and Compliance Officer is charged with investigating any allegations of non-compliance with the code of conduct, including any complaints reported through the anonymous hot-line maintained through an independent organization. The results of the compliance program's effectiveness are reported to the audit committee of the Board of Directors on an annual basis. Failure to adhere to the code of conduct may result in disciplinary action, up to and including termination of employment.
F990_P06_S0B_L15	Form 990, Part VI, Section B, Line 15	The compensation of the CEO and the continued retention of his services are approved each year by a committee of the Association's Board comprised of independent Plan executives. That committee acts after deliberations based upon advice from a qualified independent compensation consulting firm. The consultant's advice and those deliberations include a review of the results of the independent consultant's research regarding compensation paid by other organizations for officers serving in capacities comparable to that of the Association's CEO. Each year this committee's decisions are reported to the full Board during a regularly scheduled meeting. The Board deliberates on both matters. Extension of the period of the CEO's service requires action by the full Board. The compensation determinations of the committee stand approved unless the Board exercises its inherent prerogative to modify the committee's compensation decisions. The same committee of independent Plan executives annually receives the CEO's recommendations regarding the compensation to be paid to the officers. As with the CEO's compensation, the deliberations of this committee and its decisions to approve or modify the CEO's recommendation are based upon the results of an independent consultant's market research regarding comparable officer pay and the independent consultant's advice.
F990_P06_S0C_L19	Form 990, Part VI, Section C, Line 19	The Association complies with all applicable public disclosure requirements. Thus, for example, members of the public may request an opportunity to review the Association's Form 990 for the past three years or to make a copy by sending a written request or appearing in person at its principal office or any of its other locations. The Association's favorable determination letter regarding its tax exempt status and materials comprising its exemption application are also available in this manner. If the Association's governing documents (articles of incorporation and bylaws) and conflict of interest policy are subject to applicable federal or state public disclosure requirements, those documents will be made publicly available as applicable law may require. For example, Form 990 filings may include bylaw amendments and those amendments will be made available as noted above. Otherwise, the governing documents and conflict of interest policy will be provided to the public at the discretion of the Association's management.
F990_P09_S00_L11g	Form 990, Part IX, Line 11g	Temporary Employees $29,104,490, Recruitment $716,939.65, Professional Services $81,787,592.42, External Printing & Graphics $3,374,033.58
F990_P11_S00_L09	Form 990, Part XI, Line 9	ASC 715, Other comprehensive income from pension plan obligations = -$1,233,663 + $150,000 subsidiary gross receipts +$64,652 pass through loss -$129,041 service fee revenue -$17,733.00 subsidiary net income = ($1,165,784)

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000197
Software Version:	v1.00

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BLUE CROSS AND BLUE SHIELD ASSOCIATION

Employer identification number

13-5656874

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Health Services Foundation 225 North Michigan Avenue Chicago,IL60601 23-7011867	Education,Research	IL	501(c)(3)	9	N/A		No
(2) BC and BS Foundation on Health Care 225 North Michigan Avenue Chicago,IL60601 23-7164980	Education,Research	IL	501(c)(3)	9	N/A		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) BCBSA Services Inc 225 North Michigan Avenue Chicago,IL60601 36-4176277	Int'l Licensing	IL	N/A	C	20,959	43,906	100 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BCBSA Services Inc	i	129,119	Actual cost plus markup

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:	12000197
Software Version:	v1.00