Item 16. FORM 10-K SUMMARY.
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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, 2019 | December 31, 2018 | |||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 1,818 | $ | 1,290 | |||
| Fixed maturity securities, current (amortized cost of $592 and $589) | 602 | 573 | |||||
| Equity securities, current | 253 | 86 | |||||
| Other invested assets, current | 4 | 10 | |||||
| Other receivables | 92 | 131 | |||||
| Income taxes receivable | 170 | — | |||||
| Net due from subsidiaries | 602 | 170 | |||||
| Securities lending collateral | 17 | 35 | |||||
| Other current assets | 462 | 320 | |||||
| Total current assets | 4,020 | 2,615 | |||||
| Long-term investments: | |||||||
| Equity securities | 6 | 6 | |||||
| Other invested assets, long-term | 651 | 616 | |||||
| Property and equipment, net | 170 | 186 | |||||
| Deferred tax assets, net | 216 | 209 | |||||
| Investments in subsidiaries | 47,423 | 44,877 | |||||
| Other noncurrent assets | 263 | 225 | |||||
| Total assets | $ | 52,749 | $ | 48,734 | |||
| Liabilities and shareholders’ equity | |||||||
| Liabilities | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued expenses | $ | 887 | $ | 1,429 | |||
| Security trades pending payable | 9 | — | |||||
| Securities lending payable | 17 | 35 | |||||
| Income taxes payable | — | 112 | |||||
| Current portion of long-term debt | 1,598 | 849 | |||||
| Other current liabilities | 237 | 235 | |||||
| Total current liabilities | 2,748 | 2,660 | |||||
| Long-term debt, less current portion | 17,762 | 17,192 | |||||
| Other noncurrent liabilities | 511 | 341 | |||||
| Total liabilities | 21,021 | 20,193 | |||||
| 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 - 252,922,161 and 257,395,577 | 3 | 3 | |||||
| Additional paid-in capital | 9,448 | 9,536 | |||||
| Retained earnings | 22,573 | 19,988 | |||||
| Accumulated other comprehensive loss | (296 | ) | (986 | ) | |||
| Total shareholders’ equity | 31,728 | 28,541 | |||||
| Total liabilities and shareholders’ equity | $ | 52,749 | $ | 48,734 |
See accompanying notes.
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Anthem, Inc. (Parent Company Only)
Statements of Income
| Years ended December 31 | |||||||||||
| (In millions) | 2019 | 2018 | 2017 | ||||||||
| Revenues | |||||||||||
| Net investment income | $ | 81 | $ | 39 | $ | 64 | |||||
| Net realized losses on financial instruments | (65 | ) | (46 | ) | (18 | ) | |||||
| Other-than-temporary impairment losses on investments: | |||||||||||
| Total other-than-temporary impairment losses on investments | (23 | ) | (15 | ) | (7 | ) | |||||
| Portion of other-than-temporary impairment losses recognized in other comprehensive income (loss) | 3 | — | — | ||||||||
| Other-than-temporary impairment losses recognized in income | (20 | ) | (15 | ) | (7 | ) | |||||
| Administrative fees and other revenue | 22 | 2 | — | ||||||||
| Total revenues (losses) | 18 | (20 | ) | 39 | |||||||
| Expenses | |||||||||||
| General and administrative expense | 88 | 86 | 437 | ||||||||
| Interest expense | 723 | 723 | 727 | ||||||||
| Loss on extinguishment of debt | 2 | 11 | 283 | ||||||||
| Total expenses | 813 | 820 | 1,447 | ||||||||
| Loss before income tax credits and equity in net income of subsidiaries | (795 | ) | (840 | ) | (1,408 | ) | |||||
| Income tax credits | (251 | ) | (238 | ) | (216 | ) | |||||
| Equity in net income of subsidiaries | 5,351 | 4,352 | 5,035 | ||||||||
| Net income | $ | 4,807 | $ | 3,750 | $ | 3,843 |
See accompanying notes.
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Anthem, Inc. (Parent Company Only)
Statements of Comprehensive Income
| Years ended December 31 | |||||||||||
| (in millions) | 2019 | 2018 | 2017 | ||||||||
| Net income | $ | 4,807 | $ | 3,750 | $ | 3,843 | |||||
| Other comprehensive income, net of tax: | |||||||||||
| Change in net unrealized gains/losses on investments | 680 | (418 | ) | 173 | |||||||
| Change in non-credit component of other-than-temporary impairment losses on investments | — | (2 | ) | 4 | |||||||
| Change in net unrealized gains/losses on cash flow hedges | (16 | ) | 37 | (65 | ) | ||||||
| Change in net periodic pension and postretirement costs | 26 | (90 | ) | 51 | |||||||
| Foreign currency translation adjustments | — | (1 | ) | 3 | |||||||
| Other comprehensive income (loss) | 690 | (474 | ) | 166 | |||||||
| Total comprehensive income | $ | 5,497 | $ | 3,276 | $ | 4,009 |
See accompanying notes.
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Anthem, Inc. (Parent Company Only)
Statements of Cash Flows
| Years ended December 31 | |||||||||||
| (In millions) | 2019 | 2018 | 2017 | ||||||||
| Operating activities | |||||||||||
| Net income | $ | 4,807 | $ | 3,750 | $ | 3,843 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Undistributed earnings of subsidiaries | (1,561 | ) | (744 | ) | (2,437 | ) | |||||
| Net realized losses on financial instruments | 65 | 46 | 18 | ||||||||
| Other-than-temporary impairment losses recognized in income | 20 | 15 | 7 | ||||||||
| Loss on extinguishment of debt | 2 | 11 | 283 | ||||||||
| Deferred income taxes | 2 | (43 | ) | (33 | ) | ||||||
| Amortization, net of accretion | 37 | 43 | 25 | ||||||||
| Depreciation expense | 69 | 70 | 69 | ||||||||
| Share-based compensation | 294 | 226 | 170 | ||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Receivables, net | 41 | (73 | ) | (17 | ) | ||||||
| Other invested assets, current | 6 | (5 | ) | (1 | ) | ||||||
| Other assets | (235 | ) | (225 | ) | (102 | ) | |||||
| Amounts due (from)/ to subsidiaries | (432 | ) | 2,259 | (1,034 | ) | ||||||
| Accounts payable and accrued expenses | (608 | ) | 303 | 491 | |||||||
| Other liabilities | 186 | 154 | (61 | ) | |||||||
| Income taxes | (282 | ) | 187 | (6 | ) | ||||||
| Other, net | — | 1 | (2 | ) | |||||||
| Net cash provided by operating activities | 2,411 | 5,975 | 1,213 | ||||||||
| Investing activities | |||||||||||
| Purchases of investments | (9,682 | ) | (800 | ) | (3,814 | ) | |||||
| Proceeds from sales, maturities, calls and redemptions of investments | 9,457 | 1,865 | 2,595 | ||||||||
| Changes in collateral and settlement of non-hedging derivatives | — | — | 65 | ||||||||
| Capitalization of subsidiaries | (232 | ) | (4,379 | ) | (124 | ) | |||||
| Changes in securities lending collateral | 18 | (21 | ) | 25 | |||||||
| Purchases of property and equipment, net of sales | (54 | ) | (137 | ) | (44 | ) | |||||
| Other, net | — | 4 | 18 | ||||||||
| Net cash used in investing activities | (493 | ) | (3,468 | ) | (1,279 | ) | |||||
| Financing activities | |||||||||||
| Net (repayments of) proceeds from commercial paper borrowings | (297 | ) | (107 | ) | 175 | ||||||
| Proceeds from long-term borrowings | 2,473 | 835 | 5,458 | ||||||||
| Repayments of long-term borrowings | (1,123 | ) | (1,684 | ) | (2,815 | ) | |||||
| Changes in securities lending payable | (18 | ) | 21 | (25 | ) | ||||||
| Changes in bank overdrafts | 64 | (107 | ) | 51 | |||||||
| Premiums paid on equity call options | (1 | ) | — | — | |||||||
| Proceeds from sale of put options | — | 1 | 1 | ||||||||
| Proceeds from issuance of common stock under Equity Units stock purchase contracts | — | 1,250 | — | ||||||||
| Repurchase and retirement of common stock | (1,701 | ) | (1,685 | ) | (1,998 | ) | |||||
| Change in collateral and settlements of debt-related derivatives | (34 | ) | 23 | (149 | ) | ||||||
| Cash dividends | (856 | ) | (812 | ) | (737 | ) | |||||
| Proceeds from issuance of common stock under employee stock plans | 187 | 173 | 225 | ||||||||
| Taxes paid through withholding of common stock under employee stock plans | (84 | ) | (81 | ) | (47 | ) | |||||
| Net cash (used in) provided by financing activities | (1,390 | ) | (2,173 | ) | 139 | ||||||
| Change in cash and cash equivalents | 528 | 334 | 73 | ||||||||
| Cash and cash equivalents at beginning of year | 1,290 | 956 | 883 | ||||||||
| Cash and cash equivalents at end of year | $ | 1,818 | $ | 1,290 | $ | 956 |
See accompanying notes.
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Anthem, Inc.
(Parent Company Only)
Notes to Condensed Financial Statements
December 31, 2019
(In Millions, Except Per Share Data)
1. 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 Part II, Item 8 of this Annual Report on Form 10-K.
2. Subsidiary Transactions
Dividends from Subsidiaries
Anthem received cash dividends from subsidiaries of $3,790, $3,606 and $2,268 during 2019, 2018 and 2017, 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 $38, $36 and $32 during 2019, 2018 and 2017, respectively.
Investments in Subsidiaries
Capital contributions to subsidiaries were $232, $4,379 and $124 during 2019, 2018 and 2017, respectively.
Amounts Due to and From Subsidiaries
At December 31, 2019 and 2018, Anthem reported amounts due from subsidiaries of $602 and $170, respectively. The amounts due from subsidiaries primarily include amounts for allocated administrative expenses or daily cash management activities. These items are routinely settled, and as such, are classified as current assets or liabilities.
Guarantees on Behalf of Subsidiaries
Anthem guarantees contractual or financial obligations or solvency requirements for certain of its subsidiaries. These guarantees approximated $569 at December 31, 2019. There were no payments made on these guarantees in 2019.
3. 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, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference.
4. 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, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference.
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5. 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, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference.
6. 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, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference.
7. Leases
Beginning in 2019, certain of our leases, including the lease for our principal executive offices located at 220 Virginia Avenue, Indianapolis, Indiana, are obligations of Anthem, Inc. (Parent Company). At December 31, 2019, these leases had an aggregate right-of-use asset of $99, a lease liability balance of $83, operating lease expense of $7 and future lease payments as follows: 2020, $11; 2021, $11; 2022, $11; 2023, $12; 2024, $11; and thereafter $70. All other information regarding leases is contained in Note 17, “Leases,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K.
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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/ GAIL K. BOUDREAUX |
| Gail K. Boudreaux President and Chief Executive Officer |
Dated: February 19, 2020
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/ GAIL K. BOUDREAUX | President and Chief Executive Officer, Director (Principal Executive Officer) | February 19, 2020 | |
| Gail K. Boudreaux | |||
| /s/ JOHN E. GALLINA | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 19, 2020 | |
| John E. Gallina | |||
| /s/ RONALD W. PENCZEK | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | February 19, 2020 | |
| Ronald W. Penczek | |||
| /s/ ELIZABETH E. TALLETT | Chair of the Board | February 19, 2020 | |
| Elizabeth E. Tallett | |||
| /s/ R. KERRY CLARK | Director | February 19, 2020 | |
| R. Kerry Clark | |||
| /s/ ROBERT L. DIXON, JR. | Director | February 19, 2020 | |
| Robert L. Dixon, Jr. | |||
| /s/ LEWIS HAY III | Director | February 19, 2020 | |
| Lewis Hay III | |||
| /s/ JULIE A. HILL | Director | February 19, 2020 | |
| Julie A. Hill | |||
| /s/ BAHIJA JALLAL | Director | February 19, 2020 | |
| Bahija Jallal | |||
| /s/ ANTONIO F. NERI | Director | February 19, 2020 | |
| Antonio F. Neri | |||
| /s/ RAMIRO G. PERU | Director | February 19, 2020 | |
| Ramiro G. Peru | |||
| /s/ RYAN M. SCHNEIDER | Director | February 19, 2020 | |
| Ryan M. Schneider | |||
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Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.