WellChoice is the largest health insurance company in the State of New York based on PPO and HMO membership. At December 31, 2004, WellChoice served approximately 5 million members through its service areas. WellChoice's service areas include 10 downstate New York counties, which its refers to as the "New York City metropolitan area," and where it holds a leading market position covering over 22% of the population, 18 counties in upstate New York and 16 New Jersey counties. WellChoice has the exclusive right to use the Blue Cross and Blue Shield names and marks for all of its health benefits products in ten counties in the New York City metropolitan area and in six counties in upstate New York and the non-exclusive right to use these names and marks in one upstate New York county. In addition, WellChoice has an exclusive right to use only the Blue Cross names and marks in seven counties in its upstate New York service area and a nonexclusive right to use only the Blue Cross names and marks in an additional four upstate New York counties. WellChoice's membership in the Blue Cross Blue Shield Association also enables it to provide its PPO, EPO and indemnity members access to the national network of providers through the BlueCard program. This program allows these members access to in-network benefits through the networks of Blue Cross Blue Shield plans throughout the United States and over 200 foreign countries and territories. Substantially all of WellChoice's revenues, and nearly all of its membership, is derived from the sale of its Blue Cross Blue Shield products and services.