Item 16. FORM 10-K SUMMARY.

34K characters. Original on sec.gov · Markdown

Item 16. FORM 10-K SUMMARY.

None.

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Schedule II—Condensed Financial Information of Registrant

Anthem, Inc. (Parent Company Only)

Balance Sheets



(In millions, except share data)	December 31, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	882.7		$	492.3
Investments available-for-sale, at fair value:
Fixed maturity securities (amortized cost of $463.4 and $889.6)	477.6			794.0
Equity securities (cost of $35.7 and $53.0)	85.5			82.0
Other invested assets, current	4.6			5.9
Other receivables	47.8			77.0
Income taxes receivable	69.0			236.5
Net due from subsidiaries	1,394.6			—
Securities lending collateral	39.7			130.6
Other current assets	277.0			394.0
Total current assets	3,278.5			2,212.3
Long-term investments available-for-sale, at fair value:
Equity securities (cost of $6.4 and $6.5)	6.4			6.5
Other invested assets, long-term	632.4			630.1
Property and equipment, net	142.8			116.8
Deferred tax assets, net	107.5			146.6
Investments in subsidiaries	37,378.8			36,524.4
Other noncurrent assets	87.6			129.8
Total assets	$	41,634.0		$	39,766.5
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	690.2		$	615.5
Security trades pending payable	18.2			13.4
Securities lending payable	39.7			130.6
Net due to subsidiaries	—			93.2
Current portion of long-term debt	928.4			—
Other current liabilities	301.4			278.1
Total current liabilities	1,977.9			1,130.8
Long-term debt, less current portion	14,333.6			15,299.6
Other noncurrent liabilities	222.1			292.0
Total liabilities	16,533.6			16,722.4
Commitments and contingencies—Note 5
Shareholders’ equity
Preferred stock, without par value, shares authorized - 100,000,000; shares issued and outstanding - none	—			—
Common stock, par value $0.01, shares authorized - 900,000,000; shares issued and outstanding - 263,747,395 and 261,238,188	2.6			2.6
Additional paid-in capital	8,805.1			8,555.6
Retained earnings	16,560.6			14,778.5
Accumulated other comprehensive loss	(267.9		)	(292.6		)
Total shareholders’ equity	25,100.4			23,044.1
Total liabilities and shareholders’ equity	$	41,634.0		$	39,766.5

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Income



	Years ended December 31
(In millions)	2016			2015			2014
Revenues
Net investment income	$	74.7		$	99.7		$	87.4
Net realized losses on financial instruments	(195.0		)	(3.8		)	(27.1		)
Other-than-temporary impairment losses on investments:
Total other-than-temporary impairment losses on investments	(65.0		)	(49.2		)	(35.5		)
Portion of other-than-temporary impairment losses recognized in other comprehensive income	17.2			10.0			7.0
Other-than-temporary impairment losses recognized in income	(47.8		)	(39.2		)	(28.5		)
Other revenue	—			3.5			4.8
Total (losses) revenues	(168.1		)	60.2			36.6
Expenses
General and administrative expense	270.0			77.9			20.3
Interest expense	719.3			649.7			597.8
(Gain) loss on extinguishment of debt	—			(9.3		)	81.1
Total expenses	989.3			718.3			699.2
Loss before income tax credits and equity in net income of subsidiaries	(1,157.4		)	(658.1		)	(662.6		)
Income tax credits	(438.5		)	(270.1		)	(255.4		)
Equity in net income of subsidiaries	3,188.7			2,948.0			2,976.9
Net income	$	2,469.8		$	2,560.0		$	2,569.7

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Comprehensive Income



	Years ended December 31
(in millions)	2016			2015			2014
Net income	$	2,469.8		$	2,560.0		$	2,569.7
Other comprehensive income (loss), net of tax:
Change in net unrealized gains/losses on investments	117.9			(384.3		)	118.6
Change in non-credit component of other-than-temporary impairment losses on investments	5.4			(5.6		)	(3.9		)
Change in net unrealized gains/losses on cash flow hedges	(87.3		)	(45.2		)	(3.6		)
Change in net periodic pension and postretirement costs	(13.4		)	(26.0		)	(118.1		)
Foreign currency translation adjustments	2.1			(3.4		)	(4.3		)
Other comprehensive income (loss)	24.7			(464.5		)	(11.3		)
Total comprehensive income	$	2,494.5		$	2,095.5		$	2,558.4

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Cash Flows



	Years ended December 31
(In millions)	2016			2015			2014
Operating activities
Net income	$	2,469.8		$	2,560.0		$	2,569.7
Adjustments to reconcile net income to net cash provided by operating activities:
(Undistributed) distributed earnings of subsidiaries	(502.4		)	(287.8		)	244.3
Net realized losses on financial instruments	195.0			3.8			27.1
Other-than-temporary impairment losses recognized in income	47.8			39.2			28.5
(Gain) loss on extinguishment of debt	—			(9.3		)	81.1
Loss on disposal of assets	2.3			0.2			3.9
Deferred income taxes	(7.0		)	55.0			52.7
Amortization, net of accretion	33.5			40.8			17.5
Depreciation expense	70.4			68.1			67.4
Share-based compensation	164.6			148.2			168.9
Excess tax benefits from share-based compensation	(53.5		)	(95.8		)	(46.4		)
Changes in operating assets and liabilities:
Receivables, net	17.5			(17.9		)	(16.6		)
Other invested assets, current	1.3			(0.2		)	(3.8		)
Other assets	213.2			(106.9		)	55.6
Amounts due from/to subsidiaries	(1,487.8		)	420.5			566.1
Accounts payable and accrued expenses	(21.8		)	7.5			(111.4		)
Other liabilities	(30.7		)	(231.4		)	(113.8		)
Income taxes	198.4			47.2			(36.0		)
Other, net	5.1			(10.2		)	—
Net cash provided by operating activities	1,315.7			2,631.0			3,554.8
Investing activities
Purchases of investments	(2,874.9		)	(2,130.7		)	(1,819.3		)
Proceeds from sales, maturities, calls and redemptions of investments	3,309.8			3,076.6			820.7
Changes in collateral and settlement of non-hedging derivatives	(34.5		)	(36.5		)	(67.4		)
Capitalization of subsidiaries	(295.0		)	(939.7		)	(321.8		)
Changes in securities lending collateral	91.8			94.0			(178.8		)
Purchases of property and equipment, net of sales	(98.7		)	(51.1		)	(57.0		)
Other, net	(7.9		)	1.5			(38.0		)
Net cash provided by (used in) investing activities	90.6			14.1			(1,661.6		)
Financing activities
Net (repayments of) proceeds from commercial paper borrowings	(53.2		)	682.2			(379.2		)
Proceeds from long-term borrowings	—			1,226.5			2,700.0
Repayments of long-term borrowings	—			(2,697.2		)	(1,730.1		)
Changes in securities lending payable	(90.9		)	(94.2		)	178.6
Changes in bank overdrafts	30.8			(89.3		)	55.5
Premiums paid on equity call options	—			(16.7		)	—
Proceeds from sale of put options	—			16.6			—
Repurchase and retirement of common stock	—			(1,515.8		)	(2,998.8		)
Change in collateral and settlements of debt-related derivatives	(360.4		)	—			—
Cash dividends	(715.1		)	(686.5		)	(501.6		)
Proceeds from issuance of common stock under employee stock plans	119.4			186.0			301.3
Excess tax benefits from share-based compensation	53.5			95.8			46.4
Net cash used in financing activities	(1,015.9		)	(2,892.6		)	(2,327.9		)
Change in cash and cash equivalents	390.4			(247.5		)	(434.7		)
Cash and cash equivalents at beginning of year	492.3			739.8			1,174.5
Cash and cash equivalents at end of year	$	882.7		$	492.3		$	739.8

See accompanying notes.

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Anthem, Inc.

(Parent Company Only)

Notes to Condensed Financial Statements

December 31, 2016

(In Millions, Except Per Share Data)

Basis of Presentation and Significant Accounting Policies

In the parent company only financial statements of Anthem, Inc., or Anthem, Anthem’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries. Anthem’s share of net income of its unconsolidated subsidiaries is included in income using the equity method of accounting.

Certain amounts presented in the parent company only financial statements are eliminated in the consolidated financial statements of Anthem.

Anthem’s parent company only financial statements should be read in conjunction with Anthem’s audited consolidated financial statements and the accompanying notes included in this Annual Report on Form 10-K.

Subsidiary Transactions

Dividends from Subsidiaries

Anthem received cash dividends from subsidiaries of $2,688.8, $2,672.3 and $3,234.5 during 2016, 2015 and 2014, respectively.

Dividends to Subsidiaries

Certain subsidiaries of Anthem own shares of Anthem common stock. Anthem paid cash dividends to subsidiaries related to these shares of common stock in the amount of $31.1, $29.9 and $20.9 during 2016, 2015 and 2014, respectively.

Investments in Subsidiaries

Capital contributions to subsidiaries were $295.0, $939.7 and $321.8 during 2016, 2015 and 2014, respectively.

Amounts Due to and From Subsidiaries

At December 31, 2016 and 2015, Anthem reported $1,394.6 due from subsidiaries and $93.2 due to subsidiaries, respectively. The amounts due to or from subsidiaries primarily include amounts for allocated administrative expenses or cash held overnight at the parent level resulting from daily cash management activities. These items are routinely settled, and as such, are classified as current assets or liabilities.

Derivative Financial Instruments

The information regarding derivative financial instruments contained in Note 5, “Derivative Financial Instruments,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

Long-Term Debt

The information regarding long-term debt contained in Note 12, “Debt,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

Commitments and Contingencies

The information regarding commitments and contingencies contained in Note 13, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

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Capital Stock

The information regarding capital stock contained in Note 14, “Capital Stock,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



ANTHEM, INC.

By:	/s/ JOSEPH R. SWEDISH
	Joseph R. Swedish Chairman, President and Chief Executive Officer

Dated: February 22, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date
/s/ JOSEPH R. SWEDISH	Chairman, President and Chief Executive Officer (Principal Executive Officer)	February 22, 2017
Joseph R. Swedish
/s/ JOHN E. GALLINA	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 22, 2017
John E. Gallina
/s/ RONALD W. PENCZEK	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 22, 2017
Ronald W. Penczek
/s/ GEORGE A. SCHAEFER, JR.	Director	February 22, 2017
George A. Schaefer, Jr.
/s/ R. KERRY CLARK	Director	February 22, 2017
R. Kerry Clark
/s/ ROBERT L. DIXON, JR.	Director	February 22, 2017
Robert L. Dixon, Jr.
/s/ LEWIS HAY III	Director	February 22, 2017
Lewis Hay III
/s/ JULIE A. HILL	Director	February 22, 2017
Julie A. Hill
/s/ RAMIRO G. PERU	Director	February 22, 2017
Ramiro G. Peru
/s/ WILLIAM J. RYAN	Director	February 22, 2017
William J. Ryan
/s/ ELIZABETH E. TALLETT	Director	February 22, 2017
Elizabeth E. Tallett

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INDEX TO EXHIBITS



Exhibit Number		Exhibit

2.1	Stock and Interest Purchase Agreement dated April 9, 2009, by and between the Company and Express Scripts, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 13, 2009, SEC File No. 001-16751.

2.2	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 Company’s Current Report on Form 8-K filed on July 27, 2015.

3.1	Amended and Restated Articles of Incorporation of the Company, as amended effective December 2, 2014, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 2, 2014.

3.2	By-Laws of the Company, as amended effective February 18, 2016, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on February 23, 2016.

4.1	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 Company's 5.950% Notes due 2034, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2004, SEC File No. 001-16751.

4.2	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 Company’s Current Report on Form 8-K filed on January 11, 2006, SEC File No. 001-16751.

	(a)	Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 11, 2006, SEC File No. 001-16751.

	(b)	Form of 5.875% Notes due 2017, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 8, 2007, SEC File No. 001-16751.

	(c)	Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 8, 2007, SEC File No. 001-16751.

	(d)	Form of 7.000% Notes due 2019, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 5, 2009, SEC File No. 001-16751.

	(e)	Form of 4.350% Notes due 2020, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 12, 2010, SEC File No. 001-16751.

	(f)	Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2010, SEC File No. 001-16751.

	(g)	Form of 2.375% Notes due 2017, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 15, 2011, SEC File No. 001-16751.

	(h)	Form of 3.700% Notes due 2021, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 15, 2011, SEC File No. 001-16751.

	(i)	Form of 3.125% Notes due 2022, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 7, 2012.

	(j)	Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 7, 2012.

	(k)	Form of 1.875% Notes due 2018, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

	(l)	Form of 3.300% Notes due 2023, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

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Exhibit Number			Exhibit

		(m)	Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

		(n)	Form of 2.300% Notes due 2018, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 31, 2013.

		(o)	Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 31, 2013.

		(p)	Form of 2.250% Notes due 2019, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(q)	Form of 3.500% Notes due 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(r)	Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(s)	Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

4.3		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 Company’s Current Report on Form 8-K filed on October 9, 2012.

4.4		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 Company’s Current Report on Form 8-K filed on May 12, 2015.

		(a)	First Supplemental Indenture to the Subordinated Indenture, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, including the Form of 1.90% Remarketable Subordinated Notes due 2028, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 12, 2015.

4.5		Purchase Contract and Pledge Agreement, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary, including the Form of Remarketing Agreement, Form of Corporate Units Certificate and Form of Treasury Units Certificate, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on May 12, 2015.

4.6		Upon the request of the Securities and Exchange Commission, the Company will furnish copies of any other instruments defining the rights of holders of long-term debt of the Company or its subsidiaries.

10.1	*	Anthem Incentive Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 2, 2014.

		(a)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, SEC File No. 001-16751.

		(b)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2013, incorporated by reference to Exhibit 10.2(s) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

		(c)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2014, incorporated by reference to Exhibit 10.2(p) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

		(d)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2014, incorporated by reference to Exhibit 10.2(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

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Exhibit Number			Exhibit

		(e)	Form of Incentive Compensation Plan Performance Share Award Agreement for 2014, incorporated by reference to Exhibit 10.2(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

		(f)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2015, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

		(g)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2015, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

		(h)	Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2015, incorporated by reference to Exhibit 10.2(p) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.

		(i)	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 Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(j)	Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2014, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(k)	Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Performance Share Award Agreement for 2014, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(l)	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 Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(m)	Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2015, incorporated by reference to Exhibit 10.2(q) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(n)	Form of Amendment, dated March 9, 2016, to Incentive Compensation Plan Performance Stock Unit Award Agreement for 2015, incorporated by reference to Exhibit 10.2(r) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(o)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2016, incorporated by reference to Exhibit 10.2(s) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(p)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2016, incorporated by reference to Exhibit 10.2(t) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

		(q)	Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2016, incorporated by reference to Exhibit 10.2(u) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

10.2	*	Anthem, Inc. Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

10.3	*	Anthem, Inc. Executive Agreement Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.4 to the Company's 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 Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

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Exhibit Number			Exhibit

		(b)	Second Amendment, dated January 6, 2017, to Executive Agreement Plan.

10.4	*	Anthem, Inc. Executive Salary Continuation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. .

10.5	*	Anthem, Inc. Directed Executive Compensation Plan amended effective January 1, 2014, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

10.6	*	Anthem, Inc. Board of Directors Compensation Program, as amended effective December 9, 2015, incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

10.7	*	Anthem Board of Directors’ Deferred Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

10.8	*	(a)	Form of Employment Agreement between the Company and each of the following: John E. Gallina, Brian T. Griffin, Peter D. Haytaian, Gloria McCarthy, Jose D. Tomas and Thomas C. Zielinski, incorporated by reference to Exhibit A to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, SEC File No. 001-16751.

		(b)	Form of Employment Agreement between the Company and Joseph R. Swedish, incorporated by reference to Exhibit A to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2013.

		(c)	Form of Employment Agreement between the Company and Craig E. Sammit, incorporated by reference to Exhibit A to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

10.9	*	Offer Letter, by and between WellPoint, Inc. and Joseph R. Swedish, dated as of February 6, 2013, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2013.

10.10		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 18, 2016.

10.11		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 18, 2016.

10.12		Undertakings to California Department of Managed Health Care, dated October 15, 2012, delivered by Blue Cross of California, incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

10.13		Commitment letter, dated as of July 23, 2015, by and among Anthem, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Credit Suisse AG, UBS AG and UBS Securities LLC, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 27, 2015.

		(a)	Bridge Facility Joinder Agreement, dated as of August 25, 2015, among Anthem, Inc. and the other parties thereto, incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-4 filed on September 30, 2015 (Registration No. 333-207218).

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.

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Exhibit Number		Exhibit

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.

101	The following materials from Anthem, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Shareholders’ Equity; (vi) the Notes to Consolidated Financial Statements and (vii) Financial Statement Schedule II.



*	Indicates management contracts or compensatory plans or arrangements.

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