* * QUARTERLY STATEMENT AS OF JUNE 30, 2013 OF THE CONDITION AND AFFAIRS OF THE

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1 * * QUARTERLY STATEMENT AS OF JUNE 0, 0 OF THE CONDITION AND AFFAIRS OF THE AmeriHealth, Inc. NAIC Group Code 0096, NAIC Company Code 504 Employer s ID Number (Current Period) (Prior Period) Organized under the Laws of, State of Domicile or Port of Entry Country of Domicile United States Licensed as business type: Life, Accident & Health [ ] Property/Casualty [ ] Hospital, Medical & Dental Service or Indemnity [ ] Dental Service Corporation [ ] Vision Service Corporation [ ] Health Maintenance Organization [ X ] Other [ ] Is HMO, Federally Qualified? Yes [ ] No [ X ] Incorporated/Organized 08/5/0 Commenced Business 04/7/0 Statutory Home Office 00 Stevens Dr, Philadelphia, PA, US 9 (Street and Number) (City or Town, State, Country and Zip Code) Main Administrative Office 00 Stevens Dr Philadelphia, PA, US (Street and Number) (City or Town, State, Country and Zip Code) (Area Code) (Telephone Number) Mail Address 00 Stevens Dr, Philadelphia, PA, US 9 (Street and Number or P.O. Box) (City or Town, State, Country and Zip Code) Primary Location of Books and Records 00 Stevens Dr Philadelphia, PA, US (Street and Number) (City or Town, State, Country and Zip Code) (Area Code) (Telephone Number) Internet Web Site Address N/A Statutory Statement Contact Colleen Jeanette McCabe (Name) (Area Code) (Telephone Number) (Extension) cmccabe@amerihealthcaritas.com ( Address) (FAX Number) OFFICERS Name Title Name Title John Williamson Baackes #, President Sharon Lynn Alexander Keilly #, Vice President Steven Harvey Bohner #, Vice President & Treasurer Robert Howard Gilman Esquire #, Vice President & Secretary OTHER OFFICERS Todd Adam Borow #, Assistant Secretary DIRECTORS OR TRUSTEES Michael Abdul Rashid # Anne Maureen Morrissey # Steven Harvey Bohner # State of County of Pennsylvania Delaware ss The officers of this reporting entity being duly sworn, each depose and say that they are the described officers of said reporting entity, and that on the reporting period stated above, all of the herein described assets were the absolute property of the said reporting entity, free and clear from any liens or claims thereon, except as herein stated, and that this statement, together with related exhibits, schedules and explanations therein contained, annexed or referred to, is a full and true statement of all the assets and liabilities and of the condition and affairs of the said reporting entity as of the reporting period stated above, and of its income and deductions therefrom for the period ended, and have been completed in accordance with the NAIC Annual Statement Instructions and Accounting Practices and Procedures manual except to the extent that: () state law may differ; or, () that state rules or regulations require differences in reporting not related to accounting practices and procedures, according to the best of their information, knowledge and belief, respectively. Furthermore, the scope of this attestation by the described officers also includes the related corresponding electronic filing with the NAIC, when required, that is an exact copy (except for formatting differences due to electronic filing) of the enclosed statement. The electronic filing may be requested by various regulators in lieu of or in addition to the enclosed statement. John Williamson Baackes Robert Howard Gilman, Esquire Steven Harvey Bohner President Vice President & Secretary Vice President & Treasurer a. Is this an original filing? Yes [ X ] No [ ] Subscribed and sworn to before me this b. If no: day of August, 0. State the amendment number. Date filed. Number of pages attached Joyce H. Kissinger, Notary Public May 6, 06

2 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. ASSETS Assets Current Statement Date 4 Nonadmitted Assets Net Admitted Assets (Cols. - ) December Prior Year Net Admitted Assets. Bonds 0 0. Stocks:. Preferred stocks 0 0. Common stocks 0 0. Mortgage loans on real estate:. First liens 0 0. Other than first liens Real estate: 4. Properties occupied by the company (less $ encumbrances) Properties held for the production of income (less $ encumbrances) Properties held for sale (less $ encumbrances) Cash ($,498,58 ), cash equivalents ($ 0 ) and short-term investments ($ 5,000 ),6,58,6, Contract loans (including $ premium notes) Derivatives Other invested assets Receivables for securities Securities lending reinvested collateral assets 0 0. Aggregate write-ins for invested assets Subtotals, cash and invested assets (Lines to ),6,58 0,6,58 0. Title plants less $ charged off (for Title insurers only) Investment income due and accrued Premiums and considerations: 5. Uncollected premiums and agents balances in the course of collection Deferred premiums, agents balances and installments booked but deferred and not yet due (including $ earned but unbilled premiums) Accrued retrospective premiums Reinsurance: 6. Amounts recoverable from reinsurers Funds held by or deposited with reinsured companies Other amounts receivable under reinsurance contracts Amounts receivable relating to uninsured plans Current federal and foreign income tax recoverable and interest thereon Net deferred tax asset Guaranty funds receivable or on deposit Electronic data processing equipment and software 0 0. Furniture and equipment, including health care delivery assets ($ ) 0 0. Net adjustment in assets and liabilities due to foreign exchange rates 0 0. Receivables from parent, subsidiaries and affiliates Health care ($ ) and other amounts receivable Aggregate write-ins for other than invested assets Total assets excluding Separate Accounts, Segregated Accounts and Protected Cell Accounts (Lines to 5),6,58 0,6, From Separate Accounts, Segregated Accounts and Protected Cell Accounts Total (Lines 6 and 7),6,58 0,6, DETAILS OF WRITE-INS 98. Summary of remaining write-ins for Line from overflow page Totals (Lines 0 through 0 plus 98) (Line above) Summary of remaining write-ins for Line 5 from overflow page Totals (Lines 50 through 50 plus 598) (Line 5 above)

3 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. LIABILITIES, CAPITAL AND SURPLUS Current Period Covered Uncovered Total Prior Year 4 Total. Claims unpaid (less $ reinsurance ceded) 0 0. Accrued medical incentive pool and bonus amounts 0 0. Unpaid claims adjustment expenses Aggregate health policy reserves including the liability of $ for medical loss ratio rebate per the Public Health Service Act Aggregate life policy reserves Property/casualty unearned premium reserve Aggregate health claim reserves Premiums received in advance General expenses due or accrued Current federal and foreign income tax payable and interest thereon (including $ on realized gains (losses)) Net deferred tax liability 0 0. Ceded reinsurance premiums payable 0 0. Amounts withheld or retained for the account of others 0 0. Remittances and items not allocated Borrowed money (including $ current) and interest thereon $ (including $ current) Amounts due to parent, subsidiaries and affiliates Derivatives Payable for securities Payable for securities lending Funds held under reinsurance treaties (with $ authorized reinsurers, $ unauthorized reinsurers and $ certified reinsurers) Reinsurance in unauthorized and certified ($ ) companies 0 0. Net adjustments in assets and liabilities due to foreign exchange rates 0 0. Liability for amounts held under uninsured plans 0 0. Aggregate write-ins for other liabilities (including $ current) Total liabilities (Lines to ) Aggregate write-ins for special surplus funds XXX XXX Common capital stock XXX XXX 0 7. Preferred capital stock XXX XXX 0 8. Gross paid in and contributed surplus XXX XXX,65, Surplus notes XXX XXX Aggregate write-ins for other than special surplus funds XXX XXX 0 0. Unassigned funds (surplus) XXX XXX (,46) 0. Less treasury stock, at cost:. shares common (value included in Line 6 $ ) XXX XXX 0. shares preferred (value included in Line 7 $ ) XXX XXX 0. Total capital and surplus (Lines 5 to minus Line ) XXX XXX,6, Total liabilities, capital and surplus (Lines 4 and ) XXX XXX,6, DETAILS OF WRITE-INS 98. Summary of remaining write-ins for Line from overflow page Totals (Lines 0 through 0 plus 98) (Line above) XXX XXX 50. XXX XXX 50. XXX XXX 598. Summary of remaining write-ins for Line 5 from overflow page XXX XXX Totals (Lines 50 through 50 plus 598) (Line 5 above) XXX XXX XXX XXX 00. XXX XXX 00. XXX XXX 098. Summary of remaining write-ins for Line 0 from overflow page XXX XXX Totals (Lines 00 through 00 plus 098) (Line 0 above) XXX XXX 0 0

4 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. STATEMENT OF REVENUE AND EXPENSES Current Year To Date Prior Year To Date Prior Year Ended December Uncovered. Member Months XXX 0 0. Net premium income (including $ non-health premium income) XXX 0 0. Change in unearned premium reserves and reserve for rate credits XXX Fee-for-service (net of $ medical expenses) XXX Risk revenue XXX Aggregate write-ins for other health care related revenues XXX Aggregate write-ins for other non-health revenues XXX Total revenues (Lines to 7) XXX Total Total 4 Total Hospital and Medical: 9. Hospital/medical benefits Other professional services 0 0. Outside referrals 0 0. Emergency room and out-of-area 0 0. Prescription drugs Aggregate write-ins for other hospital and medical Incentive pool, withhold adjustments and bonus amounts Subtotal (Lines 9 to 5) Less: 7. Net reinsurance recoveries Total hospital and medical (Lines 6 minus 7) Non-health claims (net) Claims adjustment expenses, including $ cost containment 0 0 expenses. General administrative expenses, Increase in reserves for life and accident and health contracts (including $ increase in reserves for life only) 0 0. Total underwriting deductions (Lines 8 through ) 0, Net underwriting gain or (loss) (Lines 8 minus ) XXX (,46) Net investment income earned Net realized capital gains (losses) less capital gains tax of $ Net investment gains (losses) (Lines 5 plus 6) Net gain or (loss) from agents or premium balances charged off [(amount recovered $ ) (amount charged off $ )] Aggregate write-ins for other income or expenses Net income or (loss) after capital gains tax and before all other federal income taxes (Lines 4 plus 7 plus 8 plus 9) XXX (,46) 0 0. Federal and foreign income taxes incurred XXX 0 0. Net income (loss) (Lines 0 minus ) XXX (,46) 0 0 DETAILS OF WRITE-INS 060. XXX 060. XXX 060. XXX Summary of remaining write-ins for Line 6 from overflow page XXX Totals (Lines 060 through 060 plus 0698) (Line 6 above) XXX XXX 070. XXX 070. XXX Summary of remaining write-ins for Line 7 from overflow page XXX Totals (Lines 070 through 070 plus 0798) (Line 7 above) XXX Summary of remaining write-ins for Line 4 from overflow page Totals (Lines 40 through 40 plus 498) (Line 4 above) Summary of remaining write-ins for Line 9 from overflow page Totals (Lines 90 through 90 plus 998) (Line 9 above)

5 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. STATEMENT OF REVENUE AND EXPENSES (Continued) Current Year To Date Prior Year To Date Prior Year Ended December CAPITAL & SURPLUS ACCOUNT. Capital and surplus prior reporting year Net income or (loss) from Line (,46) Change in valuation basis of aggregate policy and claim reserves Change in net unrealized capital gains (losses) less capital gains tax of $ Change in net unrealized foreign exchange capital gain or (loss) Change in net deferred income tax Change in nonadmitted assets Change in unauthorized and certified reinsurance Change in treasury stock Change in surplus notes Cumulative effect of changes in accounting principles Capital Changes: 44. Paid in Transferred from surplus (Stock Dividend) Transferred to surplus Surplus adjustments: 45. Paid in,65, Transferred to capital (Stock Dividend) Transferred from capital Dividends to stockholders Aggregate write-ins for gains or (losses) in surplus Net change in capital and surplus (Lines 4 to 47),6, Capital and surplus end of reporting period (Line plus 48),6, DETAILS OF WRITE-INS Summary of remaining write-ins for Line 47 from overflow page Totals (Lines 470 through 470 plus 4798) (Line 47 above)

6 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. CASH FLOW Current Year To Date Prior Year To Date Prior Year Ended December Cash from Operations. Premiums collected net of reinsurance Net investment income Miscellaneous income Total (Lines to ) Benefit and loss related payments Net transfers to Separate Accounts, Segregated Accounts and Protected Cell Accounts Commissions, expenses paid and aggregate write-ins for deductions, Dividends paid to policyholders Federal and foreign income taxes paid (recovered) net of $ tax on capital gains (losses) Total (Lines 5 through 9), Net cash from operations (Line 4 minus Line 0) (,46) 0 0 Cash from Investments. Proceeds from investments sold, matured or repaid:. Bonds Stocks Mortgage loans Real estate Other invested assets Net gains or (losses) on cash, cash equivalents and short-term investments Miscellaneous proceeds Total investment proceeds (Lines. to.7) Cost of investments acquired (long-term only):. Bonds Stocks Mortgage loans Real estate Other invested assets Miscellaneous applications Total investments acquired (Lines. to.6) Net increase (or decrease) in contract loans and premium notes Net cash from investments (Line.8 minus Line.7 and Line 4) Cash from Financing and Miscellaneous Sources 6. Cash provided (applied): 6. Surplus notes, capital notes Capital and paid in surplus, less treasury stock,65, Borrowed funds Net deposits on deposit-type contracts and other insurance liabilities Dividends to stockholders Other cash provided (applied) Net cash from financing and miscellaneous sources (Line 6. through Line 6.4 minus Line 6.5 plus Line 6.6),65, RECONCILIATION OF CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS 8. Net change in cash, cash equivalents and short-term investments (Line, plus Lines 5 and 7),6, Cash, cash equivalents and short-term investments: 9. Beginning of year End of period (Line 8 plus Line 9.),6,

7 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. Prem., Enrollment Claims Unpaid Underwriting and Investment Exhibit 7, 8, 9

8 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. NOTES TO FINANCIAL STATEMENTS. Summary of Significant Accounting Policies A. Accounting Practices AmeriHealth, Inc. (the Company) prepares its statutory financial statements in accordance with the accounting practices prescribed or permitted by the Department of Insurance and Financial Services (DIFS). The DIFS recognizes only statutory accounting practices prescribed or permitted by the State of for determining and reporting the financial condition and results of operations of an insurance company, and for determining its solvency under the Insurance Law. The National Association of Insurance Commissioners (NAIC) Accounting Practices and Procedures manual (NAIC SAP) has been adopted as a component of prescribed or permitted practices by the State of. Currently, prescribed statutory accounting practices are interspersed throughout the state insurance laws and regulations, NAIC SAP, and a variety of other NAIC publications. Permitted statutory accounting practices encompass all accounting practices that are not prescribed but are permitted by the domicile state department of insurance; such practices may differ from state to state, may differ from company to company within a state, and may change in the future. The Company s net loss and capital and surplus as stated on a NAIC SAP basis and on the basis of practices prescribed or permitted by the State of are the same at June 0, 0. A reconciliation of the Company s net loss and capital and surplus between the NAIC SAP and practices prescribed and permitted by the State of is shown below: B. Use of Estimates in the Preparation of the Financial Statements The preparation of statutory financial statements in conformity with accounting practices prescribed or permitted by the DIFS requires management to make estimates and assumptions that affect the amounts reported in the statutory financial statements and accompanying notes. Actual results could differ from those estimates. C. Accounting Policy The Company uses the following accounting policies: Cash and Short-Term Investments Cash and short-term investments consist of all highly liquid investments with an original maturity of three months or less.. Accounting Changes and Corrections of Errors. Business Combinations and Goodwill 4. Discontinued Operations 5. Investments A. Mortgage Loans, including Mezzanine Real Estate Loans B. Debt Restructuring 0

9 C. Reverse Mortgages STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. D. Loan-Backed Securities. Loan Back Securities. NOTES TO FINANCIAL STATEMENTS. Recognized Other-Than-Temporary Impairment. Present Value of Cash Flows 4. All impaired securities (fair value is less than cost or amortized cost) for which an other-than-temporary impairment has not been recognized. E. Repurchase Agreements F. Real Estate 6. Joint Ventures, Partnerships and Limited Liability Companies 7. Investment Income 8. Derivative Instruments 9. Income Taxes The Company is a Insurance Company that is subject to state and federal income tax. Deferred income tax assets and liabilities represent the expected future federal tax consequences of temporary differences generated by statutory accounting. Deferred income tax assets and liabilities are computed by means of identifying temporary differences, which are measured using a balance sheet approach whereby statutory and tax-basis balance sheet are compared. Changes in deferred tax assets and liabilities are recognized as a separate component of changes in capital and surplus except to the extent allocated changes in unrealized gains and losses. Changes in deferred tax assets and liabilities allocated to unrealized gains and losses are netted against the related changes in unrealized gains and losses and are also reported as a separate component of the change in capital and surplus. In November 0, the NAIC issued Statement of Statutory Accounting Principles (SSAP) No. 0, Income Taxes, A Replacement of SSAP No. 0R and SSAP No. 0. This statement establishes statutory accounting principles for current and deferred federal and foreign income taxes and current state income taxes. This statement supersedes SSAP No. 0, Income Taxes and SSAP No. 0R, Income Taxes, A Temporary Replacement of SSAP No. 0, which expired on December, 0. SSAP No. 0 has: ) restricted the ability to use the years/5 percent of surplus admission rule to those reporting entities that meet the modified Risk-Based Capital (RBC) ratio threshold, ) changed the recognition threshold for recording tax contingency reserves from a probable liability standard to a more-likely-thannot liability standard, ) required the disclosure of tax planning strategies that relate to reinsurance, and 4) required consideration of reversal patterns of deferred tax assets (DTAs) and deferred tax liabilities (DTLs) in determining the extent to which DTLs could offset DTAs on the statutory balance sheet. SSAP No. 0 became authoritative guidance for accounting and reporting of income taxes for statutory financial statements beginning January, 0. The adoption of this guidance did not have a material impact to the Company s result of operations, financial position, or liquidity. 0. Information Concerning Parent, Subsidiaries and Affiliates The Company is a wholly-owned subsidiary of Plan (ACHP) (formerly AmeriHealth Mercy Health Plan). ACHP is a Pennsylvania partnership formed to develop and operate managed care business for Medicaid enrollees. The Company received capital contributions in the amount of $,65,000 from ACHP as of June 0, 0.. Debt. Retirement Plans, Deferred Compensation, Postemployment Benefits and Compensated Absences and Other Postretirement Benefit Plan. Capital and Surplus, Shareholders Dividend Restrictions and Quasi-Reorganizations 0.

10 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. NOTES TO FINANCIAL STATEMENTS Under applicable state laws and regulations, the Company is required to maintain a minimum net worth equal to the greater of: (a) $,500,000; (b) four percent of the health organization s subscription revenue; or (c) three months uncovered expenditures. The Company is required by the State of to maintain a minimum regulatory deposit of not less than $00,000 plus 5% of annual subscription revenue up to a $,000,000 maximum deposit. The Company is in compliance with this requirement as of June 0, Contingencies A. B. C. D. E Contingent Commitments The Company is covered under the managed care errors and omissions policy maintained by ACHP for certain claims with an aggregate limit of $40,000,000 as stated in the agreements. Professional liability coverage is on a claims made basis and must be renewed or replaced with equivalent insurance if such claims incurred during its term but asserted after its expiration are to be insured. Assessments Gain Contingencies Claims Related Extra Contractual Obligation and Bad Faith Losses Stemming from Lawsuits All Other Contingencies 5. Leases 6. Information About Financial Instruments With Off-Balance Sheet Risk And Financial Instruments With Concentrations of Credit Risk 7. Sale, Transfer and Servicing of Financial Assets and Extinguishments of Liabilities 8. Gain or Loss to the Reporting Entity from Uninsured A&H Plans and the Uninsured Portion of Partially Insured Plans 9. Direct Premium Written/Produced by Managing General Agents/Third Party Administrators 0. Fair Value Measurements Statement of Statutory Accounting Principles No. 00, Fair Value Measurements, which defines fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. An asset s fair value is defined as the price at which the asset could be exchanged in an orderly transaction between market participants at the balance sheet date. A liability s fair value is defined as the amount that would be paid to transfer the liability to a market participant, not the amount that would be paid to settle the liability with the creditor. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level ) and the lowest ranking to fair values determined using methodologies and models with significant unobservable inputs (Level ). An asset s or liability s classification is based on the lowest level input that are both observable (Level and ) and unobservable (Level ). The levels of the fair value hierarchy are as follows: Level Unadjusted quoted market prices for identical assets or liabilities in active markets. Market price data is generally obtained from a major exchange or dealer markets. Level Input other than quoted market prices included in Level that are observable for the asset through corroboration with market data at the measurable date. Level inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in nonactive markets, interest rates, and yield curves. An instrument is classified as Level if the Company determines that unobservable inputs are insignificant. Level Unobservable inputs that are supported by little or no market activity that reflect management s best estimate of what market participants would use in hypothetically pricing the asset at the measurement date. The Company has no financial assets or financial liabilities that are required to be measured at fair value on a recurring basis. 0.

11 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. NOTES TO FINANCIAL STATEMENTS The fair value of other financial assets, principally cash and short-term investments, approximate their carrying value at June 0, 0.. Other Items A. Extraordinary Items B. Troubled Debt Restructuring: Debtors C. Other Disclosures D. Uncollectible Balances E. Business Interruption Insurance Recoveries F. State Transferable Tax Credits G. Aggregate amount of deposits admitted under Section 660 of the Internal Revenue Service Code. H. Hybrid Securities I. Subprime Mortgage Related Risk Exposure. Events Subsequent. Reinsurance 4. Retrospectively Rated Contracts and Contracts Subject to Redetermination 5. Change in Incurred Claims and Claim Adjustment Expenses 6. Intercompany Pooling Arrangements 7. Structured Settlements 8. Health Care Receivables A. Pharmaceutical Rebate Receivables B. Risk Sharing Receivables 9. Participating Policies 0. Premium Deficiency Reserve. Anticipated Salvage and Subrogation 0.

12 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. GENERAL INTERROGATORIES PART - COMMON INTERROGATORIES GENERAL. Did the reporting entity experience any material transactions requiring the filing of Disclosure of Material Transactions with the State of Domicile, as required by the Model Act? Yes [ ] No [X]. If yes, has the report been filed with the domiciliary state? Yes [ ] No [ ]. Has any change been made during the year of this statement in the charter, by-laws, articles of in, or deed of settlement of the reporting entity? Yes [ ] No [X]. If yes, date of change:. Have there been any substantial changes in the organizational chart since the prior quarter end? Yes [ ] No [X]. If the response to. is yes, provide a brief description of those changes. 4. Has the reporting entity been a party to a merger or consolidation during the period covered by this statement? Yes [ ] No [X] 4. If yes, provide the name of entity, NAIC Company Code, and state of domicile (use two letter state abbreviation) for any entity that has ceased to exist as a result of the merger or consolidation. Name of Entity NAIC Company Code State of Domicile 5. If the reporting entity is subject to a management agreement, including third-party administrator(s), managing general agent(s), attorney-infact, or similar agreement, have there been any significant changes regarding the terms of the agreement or principals involved? If yes, attach an explanation. Yes [ ] No [ ] NA [X] 6. State as of what date the latest financial examination of the reporting entity was made or is being made. 6. State the as of date that the latest financial examination report became available from either the state of domicile or the reporting entity. This date should be the date of the examined balance sheet and not the date the report was completed or released. 6. State as of what date the latest financial examination report became available to other states or the public from either the state of domicile or the reporting entity. This is the release date or completion date of the examination report and not the date of the examination (balance sheet date). 6.4 By what department or departments? 6.5 Have all financial statement adjustments within the latest financial examination report been accounted for in a subsequent financial statement filed with Departments? Yes [ ] No [ ] NA [X] 6.6 Have all of the recommendations within the latest financial examination report been complied with? Yes [ ] No [ ] NA [X] 7. Has this reporting entity had any Certificates of Authority, licenses or registrations (including corporate registration, if applicable) suspended or revoked by any governmental entity during the reporting period? Yes [ ] No [X] 7. If yes, give full information: 8. Is the company a subsidiary of a bank holding company regulated by the Federal Reserve Board? Yes [ ] No [X] 8. If response to 8. is yes, please identify the name of the bank holding company. 8. Is the company affiliated with one or more banks, thrifts or securities firms? Yes [ ] No [X] 8.4 If response to 8. is yes, please provide below the names and location (city and state of the main office) of any affiliates regulated by a federal regulatory services agency [i.e. the Federal Reserve Board (FRB), the Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Securities Exchange Commission (SEC)] and identify the affiliate s primary federal regulator.] Affiliate Name Location (City, State) FRB 4 OCC 5 FDIC 6 SEC

13 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. GENERAL INTERROGATORIES 9. Are the senior officers (principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) of the reporting entity subject to a code of ethics, which includes the following standards? Yes [X] No [ ] (a) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (b) Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the reporting entity; (c) Compliance with applicable governmental laws, rules and regulations; (d) The prompt internal reporting of violations to an appropriate person or persons identified in the code; and (e) Accountability for adherence to the code. 9. If the response to 9. is No, please explain: 9. Has the code of ethics for senior managers been amended? Yes [ ] No [X] 9. If the response to 9. is Yes, provide information related to amendment(s). 9. Have any provisions of the code of ethics been waived for any of the specified officers? Yes [ ] No [X] 9. If the response to 9. is Yes, provide the nature of any waiver(s). FINANCIAL 0. Does the reporting entity report any amounts due from parent, subsidiaries or affiliates on Page of this statement? Yes [ ] No [X] 0. If yes, indicate any amounts receivable from parent included in the Page amount: $ INVESTMENT. Were any of the stocks, bonds, or other assets of the reporting entity loaned, placed under option agreement, or otherwise made available for use by another person? (Exclude securities under securities lending agreements.) Yes [ ] No [X]. If yes, give full and complete information relating thereto:. Amount of real estate and mortgages held in other invested assets in Schedule BA: $. Amount of real estate and mortgages held in short-term investments: $ 4. Does the reporting entity have any investments in parent, subsidiaries and affiliates? Yes [ ] No [X] 4. If yes, please complete the following: Prior Year-End Book/Adjusted Carrying Value Current Quarter Book/Adjusted Carrying Value 4. Bonds $ $ 4. Preferred Stock $ $ 4. Common Stock $ $ 4.4 Short-Term Investments $ $ 4.5 Mortgage Loans on Real Estate $ $ 4.6 All Other $ $ 4.7 Total Investment in Parent, Subsidiaries and Affiliates (Subtotal Lines 4. to 4.6) $ 0 $ Total Investment in Parent included in Lines 4. to 4.6 above $ $ 5. Has the reporting entity entered into any hedging transactions reported on Schedule DB? Yes [ ] No [X] 5. If yes, has a comprehensive description of the hedging program been made available to the domiciliary state? Yes [ ] No [ ] If no, attach a description with this statement..

14 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. GENERAL INTERROGATORIES 6 For the reporting entity s security lending program, state the amount of the following as of the current statement date: 6. Total fair value of reinvested collateral assets reported on Schedule DL, Parts and $ 6. Total book adjusted/carrying value of reinvested collateral assets reported on Schedule DL, Parts and $ 6. Total payable for securities lending reported on the liability page $ 7. Excluding items in Schedule E Part Special Deposits, real estate, mortgage loans and investments held physically in the reporting entity s offices, vaults or safety deposit boxes, were all stocks, bonds and other securities, owned throughout the current year held pursuant to a custodial agreement with a qualified bank or trust company in accordance with Section, III General Examination Considerations, F. Outsourcing of Critical Functions, Custodial or Safekeeping Agreements of the NAIC Financial Condition Examiners Handbook? Yes [X] No [ ] 7. For all agreements that comply with the requirements of the NAIC Financial Condition Examiners Handbook, complete the following: Name of Custodian(s) Custodian Address JPMorgan Chase Bank, N.A. Polaris Parkway, Suite J, Columbus, OH For all agreements that do not comply with the requirements of the NAIC Financial Condition Examiners Handbook, provide the name, location and a complete explanation: Name(s) Location(s) Complete Explanation(s) 7. Have there been any changes, including name changes, in the custodian(s) identified in 7. during the current quarter? Yes [ ] No [X] 7.4 If yes, give full and complete information relating thereto: Old Custodian New Custodian Date of Change 4 Reason 7.5 Identify all investment advisors, broker/dealers or individuals acting on behalf of broker/dealers that have access to the investment accounts, handle securities and have authority to make investments on behalf of the reporting entity: Central Registration Depository Name(s) Address 8. Have all the filing requirements of the Purposes and Procedures Manual of the NAIC Securities Valuation Office been followed? Yes [X] No [ ] 8. If no, list exceptions:.

15 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. GENERAL INTERROGATORIES PART - HEALTH. Operating Percentages:. A&H loss percent 0.0 %. A&H cost containment percent 0.0 %. A&H expense percent excluding cost containment expenses %. Do you act as a custodian for health savings accounts? Yes [ ] No [X]. If yes, please provide the amount of custodial funds held as of the reporting date. $. Do you act as an administrator for health savings accounts? Yes [ ] No [X].4 If yes, please provide the balance of the funds administered as of the reporting date. $

16 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE S - CEDED REINSURANCE Showing All New Reinsurance Treaties - Current Year to Date NAIC Company Code Federal ID Number Effective Date 4 Name of Reinsurer 5 Domiciliary Jurisdiction 6 Type of Reinsurance Ceded 7 Is Insurer Authorized? (Yes or No)

17 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE T - PREMIUMS AND OTHER CONSIDERATIONS Current Year to Date - Allocated by States and Territories States, Etc. Direct Business Only 5 4 Federal 6 Employees Health Accident & Benefits Health Medicare Medicaid Program Premiums Title XVIII Title XIX Premiums Active Status Life & Annuity Premiums & Other Considerations 7 Property/ Casualty Premiums 8 Total Columns Through 7 9 Deposit-Type Contracts. Alabama AL 0. Alaska AK 0. Arizona AZ 0 4. Arkansas AR 0 5. California CA 0 6. Colorado CO 0 7. Connecticut CT 0 8. Delaware DE 0 9. Dist. Columbia DC 0 0. Florida FL 0. Georgia GA 0. Hawaii HI 0. Idaho ID 0 4. Illinois IL 0 5. Indiana IN 0 6. Iowa IA 0 7. Kansas KS 0 8. Kentucky KY 0 9. Louisiana LA 0 0. Maine ME 0. Maryland MD 0. Massachusetts MA 0. MI L 0 4. Minnesota MN 0 5. Mississippi MS 0 6. Missouri MO 0 7. Montana MT 0 8. Nebraska NE 0 9. Nevada NV 0 0. New Hampshire NH 0. New Jersey NJ 0. New Mexico NM 0. New York NY 0 4. North Carolina NC 0 5. North Dakota ND 0 6. Ohio OH 0 7. Oklahoma OK 0 8. Oregon OR 0 9. Pennsylvania PA Rhode Island RI 0 4. South Carolina SC 0 4. South Dakota SD 0 4. Tennessee TN Texas TX Utah UT Vermont VT Virginia VA Washington WA West Virginia WV Wisconsin WI 0 5. Wyoming WY 0 5. American Samoa AS 0 5. Guam GU Puerto Rico PR U.S. Virgin Islands VI Northern Mariana Islands MP Canada CAN Aggregate other alien OT XXX Subtotal XXX Reporting entity contributions for Employee Benefit Plans XXX 0 6. Total (Direct Business) (a) DETAILS OF WRITE-INS XXX XXX XXX Summary of remaining write-ins for Line 58 from overflow page XXX Totals (Lines 5800 through 5800 plus 58998) (Line 58 above) XXX (L) Licensed or Chartered - Licensed Insurance Carrier or Domiciled RRG; (R) Registered - Non-domiciled RRGs; (Q) Qualified - Qualified or Accredited Reinsurer; (E) Eligible - Reporting Entities eligible or approved to write Surplus Lines in the state; (N) of the above - Not allowed to write business in the state. (a) Insert the number of L responses except for Canada and other Alien. 4

18 PA nonprofit FEIN: NAIC Code: STATEMENT AS OF June 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y - INFORMATION CONCERNING ACTIVITIES OF INSURER MEMBERS OF A HOLDING COMPANY GROUP PART - ORGANIZATIONAL CHART Highmark, Inc. equal numbers of directors 9.% BE Holdings, LLC DE limited liability company FEIN: % InsPro Technologies Corp. DE business FEIN: AmeriHealth Assurance, Ltd. Bermuda captive insurance company FEIN: AmeriHealth Inc. PA business FEIN: The AmeriHealth Agency, Inc. PA business FEIN: AmeriHealth Services, Inc. PA business FEIN: CompServices, Inc. PA business FEIN: Healthcare Management Inc. PA business FEIN: Insurance, Inc. DE business FEIN: NAIC Code: 6054 Foundation PA Nonprofit 50(c)() FEIN: Blue Cross & Highmark Blue Shield Caring Foundation for Children PA nonprofit nonmember 50(c)() FEIN: -747 selected by IBC & Highmark Inter-County Hospitalization Plan, Inc. PA nonprofit FEIN: NAIC Code: 5476 NaviNet, Inc. DE business FEIN: AmeriHealth Insurance Company of New Jersey NJ business FEIN: NAIC Code: 6006 AmeriHealth Integrated Benefits, Inc. DE business FEIN: -775 AmeriHealth Administrators, Inc. PA business FEIN: Region 6 RX Corp. PA business FEIN: NAIC Code: 8 Healthcare Delaware, Inc. DE business FEIN: NAIC Code: Holdings, Inc. PA business FEIN: QCC Insurance Company PA business FEIN: -846 NAIC Code: 9688 Inter-County Health Plan, Inc. PA nonprofit FEIN: NAIC Code: 55 Preferred Health Systems Incorporated PA business FEIN: -970 AmeriHealth Casualty Insurance Company DE business FEIN: NAIC Code: 0975 AmeriHealth HMO, Inc. PA business FEIN: NAIC Code: Self Funded Benefits, Inc. NJ business FEIN: CSI Services, Inc. PA business FEIN: % PRHP, Inc. Puerto Rico stock FEIN: % Veridign Health Solutions, LLC PA limited liability company FEIN: % International Plan Solutions, LLC DE limited liability company FEIN: AmeriHealth Integrated Case Management, Inc. PA business FEIN: Vista Health Plan, Inc. PA business FEIN: NAIC Code: Keystone Health Plan East, Inc. PA business FEIN: NAIC Code: NS Assisted Living Communities Inc. PA business FEIN: %.5% 5% Highway to Health, Inc. DE business FEIN: -90 Insurance Producer Insurance Company Captive Insurance Company HMO Professional Health Services Plan Corporation Hospital Plan Corporation Third Party Administrator Risk Assuming Non-Licensed PPO Unaffiliated Third Party Keystone Benefits, Inc. PA business FEIN: % Mercy Health Plan. 50% KMHP Holding Company, Inc. PA business FEIN: % Brandywine 99 Ventures DE general partnership FEIN: Brandywine Operating Partnership, L.P. 50% IBC MH LLC DE limited liability company FEIN: IBC MH LLC Subsidiaries See Page Worldwide Insurance Services, Inc. VA business FEIN: HTH Re, Ltd. Bermuda captive insurance company FEIN:

19 STATEMENT AS OF June 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y - INFORMATION CONCERNING ACTIVITIES OF INSURER MEMBERS OF A HOLDING COMPANY GROUP PART - ORGANIZATIONAL CHART and Blue Shield of IBC MH LLC DE limited liability company FEIN: % 6.% BMH LLC DE limited liability company FEIN: BMH SUBCO I LLC DE limited liability company FEIN: BMH SUBCO II LLC DE limited liability company FEIN: AmeriHealth Caritas Services, LLC formerly AmeriHealth Mercy Services LLC DE limited liability company FEIN: % 50% 50% 50% Keystone Family Health Plan formerly Keystone Mercy Health Plan PA general partnership FEIN: Plan formerly AmeriHealth Mercy Health Plan PA general partnership FEIN: PerformRx IPA of New York, LLC formerly AmeriHealth Mercy Perform Rx IPA of NY,LLC NY limited liability company FEIN: AmeriHealth District of Columbia, Inc. District of Columbia business FEIN: NAIC Code: 5088 PerformRx, LLC PA limited liability company FEIN: Select Health of South Carolina, Inc. SC business FEIN: NAIC Code: AMHP Holdings Corp. PA business FEIN: AmeriHealth Mercy of Indiana, LLC IN limited liability company FEIN: Select Health of Georgia, Inc. GA business FEIN: NAIC Code: % 50% AmeriHealth Nebraska, Inc. NE business FEIN: NAIC Code: 46 Shore Points AmeriHealth Mercy of Louisiana, L.L.C. LA limited liability company FEIN: Florida True Health, Inc. FL business FEIN: NAIC Code: % Prestige Health Choice, L.L.C. FL limited liability company FEIN: % AmeriHealth Northeast, LLC PA limited liability company FEIN: AmeriHealth, Inc. MI business FEIN: NAIC Code: 504 AmeriHealth Caritas Louisiana, Inc. formerly AmeriHealth Mercy of Louisiana, Inc. LA business FEIN: NAIC Code: 44 Community Behavioral Healthcare Network of Pennsylvania, Inc. PA business FEIN: CBHNP Services, Inc. PA business FEIN: NAIC Code: 60 5.

20 STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y PART A DETAIL OF INSURANCE HOLDING COMPANY SYSTEM Name of Securities Exchange if Publicly Traded (U.S. or NAIC Federal Name of Relationship to Group Code Group Name Company Code ID Number Federal RSSD CIK International) Parent Subsidiaries or Affiliates Domiciliary Location Reporting Entity Directly Controlled by (Name of Entity/Person) PA UIP IBC MH LLC (5%) (See BMH LLC on Page 6.) DE UIP Ownership 5.0 IBC/HBS Caring Foundation For Children (50%) PA OTH Board Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other) If Control is Ownership Provide Percentage InsPro Technologies Corp (f/k/a Health Benefits Direct Corp.) (7.%) DE NIA Ownership 7. 4 Ultimate Controlling Entity(ies)/ Person(s) Foundation PA OTH Board 0.0 Inter-County Health Plan, Inc (50%) PA IA Ownership 50.0 Inter-County Hospitalization Plan, Inc. (50%) PA IA Ownership 50.0 Preferred Health Systems, Inter-county Hospitalization Incorporated PA NIA Plan, Inc. Ownership AmeriHealth, Inc. PA UIP Ownership 00.0 AmeriHealth Administrators, Inc. PA NIA AmeriHealth, Inc. Ownership 00.0 AmeriHealth Administrators, Self Funded Benefits, Inc. NJ NIA Inc. Ownership AmeriHealth Assurance, Ltd. BMU NIA AmeriHealth, Inc. Ownership 00.0 AmeriHealth Casualty Insurance Company DE IA AmeriHealth, Inc. Ownership 00.0 AmeriHealth Insurance Company of New Jersey NJ IA AmeriHealth, Inc. Ownership Healthcare Delaware, Inc. DE IA AmeriHealth, Inc. Ownership 00.0 Healthcare Management, Inc. PA NIA AmeriHealth, Inc. Ownership Insurance, Inc. DE IA AmeriHealth, Inc. Ownership BE Holdings, LLC DE NIA AmeriHealth, Inc. Ownership NaviNet DE NIA BE Holdings, LLC Ownership Region 6 Rx Corp. PA IA AmeriHealth, Inc. Ownership The AmeriHealth Agency, Inc. PA NIA AmeriHealth, Inc. Ownership CompServices, Inc. PA NIA AmeriHealth, Inc. Ownership CSI Services, Inc. PA NIA CompServices, Inc. Ownership Holdings, Inc. PA NIA AmeriHealth, Inc. Ownership 00.0 *

21 6. Group Code Group Name NAIC Company Code STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y PART A DETAIL OF INSURANCE HOLDING COMPANY SYSTEM 4 Federal ID Number 5 Federal RSSD 6 CIK 7 Name of Securities Exchange if Publicly Traded (U.S. or International) 8 Name of Parent Subsidiaries or Affiliates 9 Domiciliary Location 0 Relationship to Reporting Entity Directly Controlled by (Name of Entity/Person) Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other) PRHP, Inc. PR NIA Holdings, Inc. Ownership AmeriHealth Services, Inc. PA NIA AmeriHealth, Inc. Ownership Brandywine 99 Ventures (50%) DE NIA AmeriHealth Services, Inc. Ownership 50.0 NS Assisted Living Communities, Inc. PA NIA AmeriHealth Services, Inc. Ownership QCC Insurance Company PA IA AmeriHealth, Inc. Ownership 00.0 IBC MH LLC (.5%) (See BMH LLC on Page 6.) DE UIP QCC Insurance Company Ownership Veridign Health Solutions, LLC PA NIA QCC Insurance Company Ownership 00.0 International Plan Solutions, LLC (8.%) DE NIA QCC Insurance Company Ownership 8. International Plan Solutions, Highway to Health, Inc. DE NIA LLC Ownership If Control is Ownership Provide Percentage Worldwide Insurance Services, Inc. VA NIA Highway to Health, Inc. Ownership HTH Re, Ltd. BMU NIA Highway to Health, Inc. Ownership 00.0 AmeriHealth Integrated Benefits, Inc. DE NIA AmeriHealth, Inc. Ownership 00.0 AmeriHealth Integrated AmeriHealth HMO, Inc. PA IA Benefits, Inc. Ownership AmeriHealth Integrated Case Management, Inc. PA NIA AmeriHealth HMO, Inc. Ownership Vista Health Plan, Inc. PA IA AmeriHealth HMO, Inc. Ownership Keystone Health Plan East, Inc. PA IA AmeriHealth HMO, Inc. Ownership 00.0 IBC MH LLC (.5%) Keystone Health Plan East, (See BMH LLC on Page 6.) DE UIP Inc. Ownership.5 Keystone Health Plan East, Keystone Benefits, Inc. PA NIA Inc. Ownership KMHP Holding Company, Inc. PA NIA Keystone Benefits, Inc. Ownership BMH LLC (6.%) DE UIP IBC MH LLC Ownership 6. 4 Ultimate Controlling Entity(ies)/ Person(s) 5 *

22 6. Group Code Group Name NAIC Company Code STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y PART A DETAIL OF INSURANCE HOLDING COMPANY SYSTEM 4 Federal ID Number Federal RSSD 6 CIK 7 Name of Securities Exchange if Publicly Traded (U.S. or International) 8 Name of Parent Subsidiaries or Affiliates 9 Domiciliary Location 0 Relationship to Reporting Entity Directly Controlled by (Name of Entity/Person) Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other) If Control is Ownership Provide Percentage AmeriHealth Caritas Services LLC DE NIA BMH LLC Ownership BMH SUBCO I LLC DE UIP BMH LLC Ownership Keystone Family Health Plan PA NIA BMH Subco I, LLC Ownership Plan PA UDP BMH Subco I, LLC Ownership AmeriHealth Caritas of Louisiana, Inc. LA IA Select Health of South Carolina, Inc. SC IA Select Health of Georgia, Inc. GA IA Shore Points AmeriHealth Mercy of Louisiana, LLC LA NIA Plan Ownership 6. Plan Ownership 6. Plan Ownership 6. Plan Ownership 6. 4 Ultimate Controlling Entity(ies)/ Person(s) 5 *

23 6. Group Code Group Name NAIC Company Code STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y PART A DETAIL OF INSURANCE HOLDING COMPANY SYSTEM 4 Federal ID Number 5 Federal RSSD 6 CIK 7 Name of Securities Exchange if Publicly Traded (U.S. or International) 8 Name of Parent Subsidiaries or Affiliates 9 Domiciliary Location AmeriHealth Northeast, LLC PA NIA Relationship to Reporting Entity AmeriHealth District of Columbia, Inc. DC IA AmeriHealth Mercy of Indiana, LLC IN NIA PerformRx, LLC PA NIA PerformRx IPA of NY, LLC NY NIA AmeriHealth Nebraska, Inc. NE IA Directly Controlled by (Name of Entity/Person) Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other) If Control is Ownership Provide Percentage Plan Ownership 0.6 Plan Ownership 6. Plan Ownership 6. Plan Ownership 6. Plan Ownership 6. Plan Ownership Ultimate Controlling Entity(ies)/ Person(s) /BlueCro ss / BlueShield of Northeastern Pennsylvania / Nebraska 5 *

24 6.4 Group Code Group Name NAIC Company Code STATEMENT AS OF JUNE 0, 0 OF THE AmeriHealth, Inc. SCHEDULE Y PART A DETAIL OF INSURANCE HOLDING COMPANY SYSTEM 4 Federal ID Number 5 Federal RSSD 6 CIK 7 Name of Securities Exchange if Publicly Traded (U.S. or International) 8 Name of Parent Subsidiaries or Affiliates 9 Domiciliary Location Florida True Health, Inc. FL IA Prestige Health Choice, L.L.C. FL NIA AmeriHealth, Inc. MI AMHP Holdings Corp. PA NIA Relationship to Reporting Entity Community Behavioral Healthcare Network of Pennsylvania, Inc. PA NIA CBHNP Services, Inc. PA IA Directly Controlled by (Name of Entity/Person) Type of Control (Ownership, Board, Management, Attorney-in-Fact, Influence, Other) If Control is Ownership Provide Percentage Plan Ownership 0.6 Plan Ownership. Plan Ownership 6. Plan Ownership 6. Plan Ownership 6. Plan Ownership BMH SUBCO II LLC DE UIP BMH LLC Ownership 6. 4 Ultimate Controlling Entity(ies)/ Person(s) / Florida / Florida / Prestige Health Choice 5 *