Hospital Corporation of America and Subsidiaries - Page 43

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               The Department of Insurance permitted Parthenon to report              
          its results in management report format.  For all years except              
          1982 and 1983, Parthenon and/or PCIC submitted to the Department            
          of Insurance annual statements in a form prescribed by the                  
          National Association of Insurance Commissioners.  The Department            
          of Insurance conducted examinations of the financial condition,             
          affairs, and management of Parthenon during 1979, 1984, and 1989.           
          Each examination report concluded that Parthenon had conducted              
          its operations in conformity with the requirements of the                   
          Tennessee captive insurance statute.  The examination report for            
          the period ending December 31, 1979, noted that Parthenon's                 
          current policy forms and rates were filed and approved by the               
          Department of Insurance.  From time to time Parthenon consulted             
          with and secured the approval of the Department of Insurance for            
          changes or developments in the conduct of its business, including           
          corporate restructuring to accommodate marketing to individual              
          physicians, additional premium collection to fund reserve                   
          deficiencies, and discounting of professional liability reserves            
          for the time-value of money.                                                
          Auditing by Medicare Intermediary                                           
               During each of the years in issue, Parthenon was audited by            
          Blue Cross/Blue Shield of Tennessee (Blue Cross), as an                     
          intermediary acting on behalf of HFCA (or its predecessor                   
          agencies) for the purpose of determining whether premiums paid by           





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