ANTM 10-K Annual Report Dec. 31, 2019 | Alphaminr
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ANTM 10-K Fiscal year ended Dec. 31, 2019

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ANTHEM, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Sec Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesPart OfItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of July 23, 2015 among Anthem, Inc., Anthem Merger Sub. Corp. and Cigna Corporation, incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on July 27, 2015. 3.1 Amended and Restated Articles of Incorporation of the Company, as amended and restated effective May 15, 2019, incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on May 15, 2019. 3.2 Bylaws of the Company, as amended effective May 15, 2019, incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K/A filed on June 5, 2019. 4.1 Form of Specimen Certificate of the Companys common stock, $0.01 par value per share, incorporated by reference to Exhibit 4.3 to the Companys Post-Effective Amendment No.1 to Form S-8 Registration Statement filed on May 23, 2017. 4.2 Indenture, dated as of December 9, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee, including the Form of the Companys 5.950% Notes due 2034, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 15, 2004. 4.3 Indenture, dated as of January 10, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on January 11, 2006. (a) Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on January 11, 2006. (b) Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on June8, 2007. (c) Form of 4.350% Notes due 2020, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on August12, 2010. (d) Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on August12, 2010. (e) Form of 3.700% Notes due 2021, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on August15, 2011. (f) Form of 3.125% Notes due 2022, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on May7, 2012. (g) Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on May7, 2012. (h) Form of 3.300% Notes due 2023, incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on September10, 2012. (i) Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed on September10, 2012. (j) Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on July 31, 2013. (k) Form of 3.500% Notes due 2024, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on August 12, 2014. (l) Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on August 12, 2014. (m) Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed on August 12, 2014. 4.4 Indenture dated as of October 9, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, including the Form of the 2.750% Senior Convertible Debentures due 2042, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on October 9, 2012. 4.5 Subordinated Indenture, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on May 12, 2015. 4.6 Indenture dated as of November 21, 2017 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 21, 2017. (a) Form of 2.500% Notes due 2020, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 21, 2017. (b) Form of 2.950% Notes due 2022, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on November 21, 2017. (c) Form of 3.350% Notes due 2024, incorporated by reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on November 21, 2017. (d) Form of 3.650% Notes due 2027, incorporated by reference to Exhibit 4.5 to the Companys Current Report on Form 8-K filed on November 21, 2017. (e) Form of 4.375% Notes due 2047, incorporated by reference to Exhibit 4.6 to the Companys Current Report on Form 8-K filed on November 21, 2017. (f) Form of 4.101% Notes due 2028, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 2, 2018. (g) Form of 4.550% Notes due 2048, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 2, 2018. (h) Form of 2.375% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on September 9, 2019. (i) Form of 2.875% Notes due 2029, incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on September 9, 2019. (j) Form of 3.700% Notes due 2049, incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on September 9, 2019. 4.8 Description of the Companys Securities Registered Pursuant to Section 12 of the Exchange Act. 10.1 * Anthem Incentive Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 2, 2014. (a) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2014, incorporated by reference to Exhibit 10.2(p) to the Companys Quarterly Report on Form 10-Q for the quarter ended March31, 2014. (b) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2015, incorporated by reference to Exhibit 10.2(n) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. (c) Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2014, incorporated by reference to Exhibit 10.2(m) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. (d) Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2015, incorporated by reference to Exhibit 10.2(p) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. (e) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2016 and 2017, incorporated by reference to Exhibit 10.2(s) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. (f) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2017, incorporated by reference to Exhibit 10.2(t) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.2 * 2017 Anthem Incentive Compensation Plan, as amended and restated effective October 1, 2019, incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. (a) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2017, incorporated by reference to Exhibit 10.1(r) to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. (b) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for the Chief Executive Officer for 2017, incorporated by reference to Exhibit 10.2(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2017. (c) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2018, incorporated by reference to Exhibit 10.2(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. (d) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2018, incorporated by reference to Exhibit 10.2(e) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. (e) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2018, incorporated by reference to Exhibit 10.2(f) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. (f) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement commencing July 2018, incorporated by reference to Exhibit 10.2(h) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. (g) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement commencing July 2018, incorporated by reference to Exhibit 10.2(i) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. (h) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement commencing July 2018, incorporated by reference to Exhibit 10.2(j) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. (i) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2019, incorporated by reference to Exhibit 10.2(l) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (j) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2019, incorporated by reference to Exhibit 10.2(m) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (k) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2019, incorporated by reference to Exhibit 10.2(n) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. 10.3 * Anthem, Inc. Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective October 1, 2019, incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. 10.4 * Anthem, Inc. Executive Agreement Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. (a) First Amendment, dated March 9, 2016, to Executive Agreement Plan, incorporated by reference to Exhibit 10.4(a) to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. (b) Second Amendment, dated January 6, 2017, to Executive Agreement Plan, incorporated by reference to Exhibit 10.3(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2016. (c) Third Amendment, dated August 27, 2018, to Executive Agreement Plan, incorporated by reference to Exhibit 10.4(c) to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. 10.5 * Anthem, Inc. Executive Salary Continuation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.5 to the Companys Annual Report on Form 10-K for the year ended December 31, 2015. 10.6 * Anthem, Inc. Directed Executive Compensation Plan amended effective January1, 2020. 10.7 * Anthem, Inc. Board of Directors Compensation Program, as amended effective May 15, 2019, incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. 10.8 * Anthem Board of Directors Deferred Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended December 31, 2014. 10.9 * (a) Form of Employment Agreement between the Company and each of the following: John E. Gallina, Peter D. Haytaian, Gloria McCarthy and Thomas C. Zielinski, incorporated by reference to Exhibit A to Exhibit 10.41 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. (b) Form of Employment Agreement between the Company and Gail Boudreaux, incorporated by reference to Exhibit A to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 6, 2017. (c) Form of Employment Agreement between the Company and each of the following: Felicia F. Norwood, Prakash Patel and Leah Stark incorporated by reference to Exhibit 10.9(d) to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. 10.10 * Offer Letter, by and between the Company and Gail Boudreaux, dated as of November 5, 2017, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 6, 2017. 10.11 Blue Cross License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through November 21, 2019. 10.12 Blue Shield License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through November 21, 2019. 21 Subsidiaries of the Company. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.