(In Millions, Except Per Share Data or As Otherwise Stated Herein)



 This Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A"), should be read in conjunction with our audited consolidated
financial statements included in Part II, Item 8 of this Annual Report on Form
10-K. References to the terms "we," "our," "us," "Anthem" or the "Company" used
throughout this MD&A refer to Anthem, Inc., an Indiana corporation, and, unless
the context otherwise requires, its direct and indirect subsidiaries. References
to the "states" include the District of Columbia and Puerto Rico, unless the
context otherwise requires.

This section of this Annual Report on Form 10-K generally discusses 2021 and
2020 items and year-over-year comparisons between 2021 and 2020. A detailed
discussion of 2019 items and year-over-year comparisons between 2020 and 2019
that are not included in this Annual Report on Form 10-K can be found in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year
ended December 31, 2020.

Overview

We are one of the largest health benefits companies in the United States in
terms of medical membership, serving greater than 45 million medical members
through our affiliated health plans as of December 31, 2021. We are an
independent licensee of the Blue Cross and Blue Shield Association ("BCBSA"), an
association of independent health benefit plans. We serve our members as the
Blue Cross licensee for California and as the Blue Cross and Blue Shield
("BCBS") licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine,
Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire,
New York (in the New York City metropolitan area and upstate New York), Ohio,
Virginia (excluding the Northern Virginia suburbs of Washington, D.C.) and
Wisconsin. In a majority of these service areas, we do business as Anthem Blue
Cross, Anthem Blue Cross and Blue Shield, and Empire Blue Cross Blue Shield or
Empire Blue Cross. In addition, we conduct business through arrangements with
other BCBS licensees as well as other strategic partners. Through our
subsidiaries, we also serve customers in numerous states across the country as
AIM Specialty Health, Amerigroup, Aspire Health, Beacon, CareMore, Freedom
Health, HealthLink, HealthSun, MMM, Optimum HealthCare, Simply Healthcare,
and/or UniCare. We offer pharmacy benefits management ("PBM") services through
our IngenioRx, Inc. ("IngenioRx") subsidiary. We are licensed to conduct
insurance operations in all 50 states, the District of Columbia and Puerto Rico
through our subsidiaries.

We manage our operations by customer types through four reportable segments: Commercial & Specialty Business, Government Business, IngenioRx and Other.



Our results of operations discussed throughout this MD&A are determined in
accordance with generally accepted accounting principles ("GAAP"). We also
calculate operating gain and operating margin to further aid investors in
understanding and analyzing our core operating results. Operating gain is
calculated as total operating revenue less benefit expense, cost of products
sold and selling, general and administrative expense. Operating margin is
calculated as operating gain divided by operating revenue. Our definition of
operating gain and operating margin may not be comparable to similarly titled
measures reported by other companies. We use these measures as a basis for
evaluating segment performance, allocating resources, forecasting future
operating periods and setting incentive compensation targets. This information
is not intended to be considered in isolation or as a substitute for income
before income tax expense, net income or fully-diluted earnings per share
("EPS") prepared in accordance with GAAP. For additional details on operating
gain, see our "Reportable Segments Results of Operations" discussion included in
this MD&A. For a reconciliation of reportable segment operating revenue to the
amounts of total revenue included in the consolidated statements of income and a
reconciliation of reportable segment operating gain to income before income tax
expense, see Note 20, "Segment Information," of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form
10-K.

Our operating revenue consists of premiums, product revenue, and administrative
fees and other revenue. Premium revenue is generated from risk-based contracts
where we indemnify our policyholders against costs for covered health and life
insurance benefits. Product revenue represents services performed by IngenioRx
for unaffiliated PBM customers and includes ingredient costs (net of any rebates
or discounts), including co-payments made by or on behalf of the customer, and

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administrative fees. Unaffiliated PBM customers include our fee-based groups
that contract with IngenioRx for PBM services and external customers outside of
the health plans we own. Administrative fees and other revenue come from fees
from our fee-based customers for the processing of transactions or network
discount savings realized, revenues from our Medicare processing business and
revenues from other health-related businesses, including care management
programs and miscellaneous other income.

Our benefit expense primarily includes costs of care for health services
consumed by our risk-based members, such as outpatient care, inpatient hospital
care, professional services (primarily physician care) and pharmacy benefit
costs. All four components are affected both by unit costs and utilization
rates. Unit costs include the cost of outpatient medical procedures per visit,
inpatient hospital care per admission, physician fees per office visit and
prescription drug prices. Utilization rates represent the volume of consumption
of health services and typically vary with the age and health status of our
members and their social and lifestyle choices, along with clinical protocols
and medical practice patterns in each of our markets. A portion of benefit
expense recognized in each reporting period consists of actuarial estimates of
claims incurred but not yet paid by us. Any changes in these estimates are
recorded in the period the need for such an adjustment arises. While we offer a
diversified mix of managed care products and services through our managed care
plans, our aggregate cost of care can fluctuate based on a change in the overall
mix of these products and services. Our managed care plans include: Preferred
Provider Organizations; Health Maintenance Organizations; Point-of-Service
plans; traditional indemnity plans and other hybrid plans, including
Consumer-Driven Health Plans; and hospital only and limited benefit products.

We classify certain quality improvement costs as benefit expense. Quality
improvement activities are those designed to improve member health outcomes,
prevent hospital readmissions and improve patient safety. They also include
expenses for wellness and health promotion provided to our members. These
quality improvement costs may be comprised of expenses incurred for: (i) medical
management, including care coordination and case management; (ii) health and
wellness, including disease management services for such conditions as diabetes,
high-risk pregnancies, congestive heart failure and asthma management and
wellness initiatives like weight-loss programs and smoking cessation treatments;
and (iii) clinical health policy, such as identification and use of best
clinical practices to avoid harm, identifying clinical errors and safety
concerns, and identifying potential adverse drug interactions.

Our cost of products sold represents the cost of pharmaceuticals dispensed by IngenioRx for our unaffiliated PBM customers (net of rebates or discounts), including any co-payments made by or on behalf of the customer, per-claim administrative fees for prescription fulfillment and certain direct costs related to sales and administration of customer contracts.



Our selling, general and administrative expenses consist of fixed and variable
costs. Examples of fixed costs are depreciation, amortization and certain
facilities expenses. Certain variable costs, such as premium taxes, vary
directly with premium volume. Commission expense generally varies with premium
or membership volume. Other variable costs, such as salaries and benefits, do
not vary directly with changes in premium but are more aligned with changes in
membership. The acquisition or loss of a significant block of business would
likely impact staffing levels and thus, associated compensation expense. Other
variable costs include professional and consulting expenses and advertising.
Other factors can impact our administrative cost structure, including systems
efficiencies, inflation and changes in productivity.

Our results of operations depend in large part on our ability to accurately
predict and effectively manage healthcare costs through effective contracting
with providers of care to our members, product pricing, medical management and
health and wellness programs, innovative product design and our ability to
maintain or achieve improvement in our Centers for Medicare and Medicaid
Services Star ratings. Several economic factors related to healthcare costs,
such as regulatory mandates of coverage as well as direct-to-consumer
advertising by providers and pharmaceutical companies, have a direct impact on
the volume of care consumed by our members. The potential effect of escalating
healthcare costs, any changes in our ability to negotiate competitive rates with
our providers and any regulatory or market-driven restrictions on our ability to
obtain adequate premium rates to offset overall inflation in healthcare costs,
including increases in unit costs and utilization resulting from the aging of
the population and other demographics, the impact of epidemics and pandemics, as
well as advances in medical technology, may impose further risks to our ability
to profitably underwrite our business and may have a material adverse impact on
our results of operations.

We intend to expand through a combination of organic growth, strategic acquisitions and efficient use of capital in both existing and new markets. Our growth strategy is designed to enable us to take advantage of additional economies of scale, as


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well as provide us access to new and evolving technologies and products. In
addition, we believe geographic and product diversity reduces our exposure to
local or regional regulatory, economic and competitive pressures and provides us
with increased opportunities for growth. In 2019, we began using our subsidiary
IngenioRx to market and offer PBM services, and we expect IngenioRx to continue
to improve our ability to integrate pharmacy benefits within our medical and
specialty platform. In 2021, we continued growing our government-sponsored
business through organic growth and the acquisition of MMM Holdings, LLC
("MMM"). In all other markets, we intend to maintain our position by delivering
excellent service, offering competitively priced products, providing access to
high-quality provider networks and effectively capitalizing on the brand
strength of the Blue Cross and Blue Shield names and marks.

For additional information about our business and reportable segments, see Part
I, Item 1, "Business" and Note 20, "Segment Information" of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K.

COVID-19

The COVID-19 pandemic continues to impact the global economy, cause market
instability and uncertainty in the labor market and put pressure on the
healthcare system, and it has impacted, and will likely continue to impact, our
membership, our benefit expense and our member behavior, including how members
access healthcare services. We continue to assist our customers, providers,
members and communities in addressing the effects of the COVID-19 pandemic,
including by providing expanded benefit coverage for COVID-19 diagnostic tests,
treatment and vaccine administration and taking steps to increase vaccinations
by enabling, educating and encouraging vaccine acceptance among our members as
well as in the communities in which we operate.

COVID-19 care, testing and vaccine administration, and the impact of new
COVID-19 variants, have resulted in increased medical costs for us in 2021. In
2021, our Medicaid membership continued to grow as a result of the temporary
suspension of eligibility recertification in response to the COVID-19 pandemic,
which we expect will remain suspended at least until the second quarter of 2022.
Our Commercial fee-based membership decreased in 2021 due to in-group attrition
likely attributable to the COVID-19 pandemic. See "Business Trends - Medical
Cost Trends" below for a discussion of the impact of COVID-19 on our healthcare
costs.

The COVID-19 pandemic continues to evolve and the full extent of its impact will
depend on future developments, which are highly uncertain and cannot be
predicted at this time. We will continue to monitor the COVID-19 pandemic as
well as resulting legislative and regulatory changes to manage our response and
assess and mitigate potential adverse impacts to our business. For additional
discussion regarding our risks related to the COVID-19 pandemic and our other
risk factors, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form
10-K.

Business Trends

The Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010, as amended (collectively, the "ACA"), has impacted
our business model and strategy, and various legal challenges since its
enactment have introduced increased uncertainty to our business. In June 2021,
the U.S. Supreme Court issued its opinion and dismissed the latest legal
challenge to the constitutionality of the ACA, leaving the law intact. We expect
that most of the ACA will continue to remain in place and continue to impact our
business operations and results of operations, including pricing, minimum
medical loss ratios and the geographies in which our products are available.

In 2021, we made the decision to modestly expand our participation in
on-exchange products through state- or federally-facilitated market places (the
"Public Exchange") for 2022 after also expanding in 2021. As a result, for 2022
we are offering Public Exchange products in 122 of the 143 rating regions in
which we operate, in comparison to 103 of 143 rating regions in 2021. Our
strategy has been, and will continue to be, to only participate in rating
regions where we have an appropriate level of confidence that these markets are
on a path toward sustainability, including, but not limited to, factors such as
expected financial performance, regulatory environment, and underlying market
characteristics. Changes to our business environment are likely to continue as
elected officials at the national and state levels continue to enact, and both
elected officials and candidates for election continue to propose, significant
modifications to existing laws and regulations, including changes to taxes and
fees. In addition, the continuing growth in our government-sponsored business
exposes us to increased regulatory oversight.

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Our IngenioRx subsidiary markets and offers PBM services to our affiliated
health plan customers throughout the country, as well as to customers outside of
the health plans we own. Our comprehensive PBM services portfolio includes
features such as formulary management, pharmacy networks, a prescription drug
database, member services and mail order capabilities. IngenioRx delegates
certain PBM administrative functions, such as claims processing and prescription
fulfillment, to CaremarkPCS Health, L.L.C., which is a subsidiary of CVS Health
Corporation, pursuant to a five-year agreement. With IngenioRx, we retain the
responsibilities for clinical and formulary strategy and development, member and
employer experiences, operations, sales, marketing, account management and
retail network strategy.

Pricing Trends: We strive to price our health benefit products consistent with
anticipated underlying medical cost trends. We continue to closely monitor the
COVID-19 pandemic (including new COVID-19 variants, which may be more contagious
or severe, or less responsive to treatment or vaccines) and the impacts it may
have on our pricing, such as surges in COVID-19 related hospitalizations,
infection rates, the cost of COVID-19 vaccines, testing and treatment and the
return of non-COVID-19 healthcare utilization to our estimate of normal levels,
based on historical utilization patterns. We frequently make adjustments to
respond to legislative and regulatory changes as well as pricing and other
actions taken by existing competitors and new market entrants. Product pricing
in our Commercial & Specialty Business segment, including our Individual and
small group lines of business, remains competitive. Revenues from the Medicare
and Medicaid programs are dependent, in whole or in part, upon annual funding
from the federal government and/or applicable state governments. The ACA imposed
an annual Health Insurance Provider Fee ("HIP Fee") on health insurers that
write certain types of health insurance on U.S. risks. We priced our affected
products to cover the impact of the HIP Fee when it was in effect. The HIP Fee
was in effect for 2020 but was permanently repealed beginning in 2021.

Medical Cost Trends: Our medical cost trends are primarily driven by increases
in the utilization of services across all provider types and the unit cost
increases of these services. We work to mitigate these trends through various
medical management programs such as care and condition management, program
integrity and specialty pharmacy management and utilization management, as well
as benefit design changes. There are many drivers of medical cost trends that
can cause variance from our estimates, such as changes in the level and mix of
services utilized, regulatory changes, aging of the population, health status
and other demographic characteristics of our members, epidemics, pandemics,
advances in medical technology, new high cost prescription drugs, and healthcare
provider or member fraud.

The COVID-19 pandemic initially caused a decrease in utilization of non-COVID-19
health services, which decreased our claim costs in 2020. Over the course of the
first half of 2021, our non-COVID-19 healthcare utilization experience gradually
increased toward normalized levels, while COVID-19 related healthcare expenses
declined and COVID-19 vaccination administration costs increased. During the
second half of 2021, the COVID-19 Delta variant caused a significant increase in
COVID-19 related healthcare utilization as a result of increased testing,
treatment, and hospitalization costs, which was partially offset by a reduction
in non-COVID-19 healthcare utilization. The reduction in non-COVID-19 healthcare
utilization was particularly notable in the inpatient setting, as some regions
limited elective surgeries to preserve limited resources to treat patients
hospitalized with COVID-19. Costs related to child vaccinations and adult
boosters were also incurred during the fourth quarter of 2021.

The COVID-19 Omicron variant increased confirmed COVID-19 cases to significant
levels at the end of 2021 and the beginning of 2022. This is expected to further
increase COVID-19 costs related to testing, treatment and hospitalization costs,
but is expected to be partially offset by a reduction in non-COVID-19 healthcare
utilization. In 2022, we anticipate additional claim costs for new
pharmaceutical treatments for COVID-19 and compliance with governmental
regulations on COVID-19 testing reimbursement. We expect claims costs related to
COVID-19 testing, treatment and hospitalizations to continue throughout 2022
even after the latest wave of COVID-19 infections in the U.S. subsides. The
continued cost and volume of covered services related to the COVID-19 pandemic
may have a material adverse effect on our future claim costs. We continue to
closely monitor the COVID-19 pandemic and its impacts on our business, financial
condition, results of operations and medical cost trends.

For additional discussion regarding business trends, see Part I, Item 1, "Business" of this Annual Report on Form 10-K.

Regulatory Trends and Uncertainties



Federal and state governments have enacted, and may continue to enact,
legislation and regulations in response to the COVID-19 pandemic that have had,
and we expect will continue to have, a significant impact on health benefits,
consumer

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eligibility for public programs and our cash flows for all of our lines of business. These actions, which are or have been in effect for various durations, provide, among other things:



•mandates to waive cost-sharing for COVID-19 testing, treatment (including
over-the-counter testing in accordance with state and federal requirements such
as California SB 510 and the January 2022 federal requirements), vaccines and
related services;

•reforms, including waiving Medicare originating site restrictions for qualified providers of telehealth services;

•financial support to healthcare providers, including expansion of the Medicare accelerated payment program to all providers receiving Medicare payments;

•mandated expansion of premium payment terms, including the time period for which claims can be denied for lack of payment; and

•mandates related to prior authorizations and payment levels to providers, additional consumer enrollment windows and an increased ability to provide telehealth services.



The Consolidated Appropriations Act of 2021, which was enacted in December 2020
(the "Appropriations Act"), contains a number of provisions that may have a
material effect upon our business, including procedures and coverage
requirements related to surprise medical bills and new mandates for continuity
of care for certain patients, price comparison tools, disclosure of broker
compensation and reporting on pharmacy benefits and drug costs. The health
plan-related requirements of the Appropriations Act have varying effective dates
beginning as early as December 2021, some of which have been extended since the
enactment of the Appropriations Act.

The American Rescue Plan Act of 2021, (the "Rescue Plan"), which was enacted in
March 2021, contains several health-related provisions that have impacted our
business, including expansion of premium tax credits for our Public Exchange
business and full subsidization of the Consolidated Omnibus Budget
Reconciliation Act ("COBRA") continuation coverage for those who were
involuntarily terminated or had their work hours reduced. The Rescue Plan's
premium tax provisions became effective in January 2021, while the COBRA premium
subsidization extended from April through September 2021.

The ACA has evolved and various legal challenges since its enactment introduced
increased uncertainty to our business. We expect that most of the ACA will
remain in place and continue to significantly impact our business operations and
results of operations; however, federal regulatory agencies continue to modify
regulations and guidance related to the ACA and our businesses more broadly. We
also expect further and ongoing regulatory guidance on a number of issues
related to Medicare, including evolving methodology for ratings and quality
bonus payments. The Center for Medicare and Medicaid Services ("CMS") is also
proposing changes to its program that audits data submitted under the risk
adjustment programs in a way that would increase financial recoveries from
plans. We will continue to evaluate the impact of the ACA as any further
developments or judicial rulings occur.

Beginning in July 2022, the Health Plan Transparency Rule will require us to
disclose, on a monthly basis, detailed pricing information regarding negotiated
rates for all covered items and services between the plan or issuer and
in-network providers and historical payments to, and billed charges from,
out-of-network providers. Additionally, beginning in 2023, we will be required
to make available to members personalized out-of-pocket cost information and the
underlying negotiated rates for 500 covered healthcare items and services,
including prescription drugs. In 2024, this requirement will expand to all items
and services.

The non-deductible HIP Fee was permanently eliminated beginning in 2021. For the year ended December 31, 2020, we recognized $1,570 as selling, general and administrative expense related to the HIP Fee. There was no corresponding expense for 2021 due to the elimination of the HIP Fee beginning in 2021.



For additional discussion regarding regulatory trends and uncertainties, and
risk factors that could cause actual results to differ materially from those
contained in forward-looking statements made in this Annual Report on Form 10-K,
see Part I, Item 1, "Business - Regulation" and Part I, Item 1A, "Risk Factors."

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Other Significant Items

Business and Operational Matters



On November 10, 2021, we announced our entrance into an agreement with Personal
Touch Holding Corporation to acquire Integra Managed Care ("Integra"). Integra
is a managed long-term care plan that serves New York state Medicaid members,
enabling adults with long-term care needs and disabilities to live safely and
independently in their own homes. The acquisition is expected to close by the
end of the second quarter of 2022 and is subject to standard closing conditions
and customary approvals.

On June 29, 2021, we completed our acquisition of MMM and its Medicare Advantage
plan, Medicaid plan and other affiliated companies from InnovaCare Health, L.P.
MMM is a Puerto Rico-based integrated healthcare organization and seeks to
provide its Medicare Advantage and Medicaid members with a whole health
experience through its network of specialized clinics and wholly owned
independent physician associations. This acquisition aligns with our vision to
be an innovative, valuable and inclusive healthcare partner by providing care
management programs that improve the lives of the people we serve.

On April 28, 2021, we completed our acquisition of myNEXUS, Inc. ("myNEXUS")
from WindRose Health Investors. myNEXUS is a comprehensive home-based nursing
management company for payors and, at the time of acquisition, delivered
integrated clinical support services for Medicare Advantage members across
twenty states. This acquisition aligns with our strategy to manage integrated,
whole person multi-site care and support by providing national, large-scale
expertise to manage nursing services in the home and facilitate transitions of
care.

On February 28, 2020, we completed our acquisition of Beacon Health Options,
Inc. ("Beacon"), which was the largest independently held behavioral health
organization in the country. At the time of acquisition, Beacon served more than
thirty-four million individuals across all fifty states. This acquisition
aligned with our strategy to diversify into health services and deliver both
integrated solutions and care delivery models that personalize care for people
with complex and chronic conditions.

For additional information, see Note 3, "Business Acquisitions," of the Notes to
Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K.

In 2020, we introduced enterprise-wide initiatives to optimize our business and
as a result, recorded a charge of $653 in selling, general and administrative
expenses. We believe these initiatives largely represent the next step forward
in our progression towards becoming a more agile organization, including process
automation and a reduction in our office space footprint. In the fourth quarter
of 2021, we identified additional office space reductions and related fixed
asset impairments due to the continuing COVID-19 pandemic and recorded a charge
of $202 in selling general and administrative expenses. For additional
information, see Note 4, "Business Optimization Initiatives" and Note 18,
"Leases," of the Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K.

Litigation Matters



In the consolidated multi-district proceeding in the United States District
Court for the Northern District of Alabama (the "Court") captioned In re Blue
Cross Blue Shield Antitrust Litigation ("BCBSA Litigation"), the Blue Cross Blue
Shield Association (the "BCBSA"), and Blue Cross and/or Blue Shield licensees,
including us (the "Blue plans") have approved a settlement agreement and release
(the "Subscriber Settlement Agreement") with the plaintiffs representing a
putative nationwide class of health plan subscribers. Generally, the lawsuits in
the BCBSA Litigation challenge elements of the licensing agreements between the
BCBSA and the independently owned and operated Blue plans. The cases were
brought by two putative nationwide classes of plaintiffs, health plan
subscribers and providers, and the Subscriber Settlement Agreement applies only
to the putative subscriber class. No settlement agreement has been reached with
the provider plaintiffs at this time, and the defendants continue to contest the
consolidated cases brought by the provider plaintiffs.

If approved by the Court, the Subscriber Settlement Agreement will require the
defendants to make a monetary settlement payment, our portion of which is
estimated to be $594, and will include certain terms imposing non-monetary
obligations on the defendants. As of December 31, 2021, the liability balance
accrued for our estimated remaining payment obligation was $507, net of payments
made. All terms of the Subscriber Settlement Agreement are subject to approval
by the

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Court before they become effective. For additional information regarding the
BCBSA Litigation, see Note 14, "Commitments and Contingencies - Litigation and
Regulatory Proceedings - Blue Cross Blue Shield Antitrust Litigation," of the
Notes to Consolidated Financial Statements included in Part II, Item 8 of this
Annual Report on Form 10-K.

In January 2019, we exercised our contractual right to terminate our PBM
agreement (the "ESI PBM Agreement") with Express Scripts, Inc. ("Express
Scripts"). We completed the transition of our members from Express Scripts to
IngenioRx by January 1, 2020. Notwithstanding our termination of the ESI PBM
Agreement, the litigation between us and Express Scripts regarding the ESI PBM
Agreement continues. For additional information regarding this lawsuit, see Note
14, "Commitments and Contingencies - Litigation and Regulatory Proceedings -
Express Scripts, Inc. Pharmacy Benefit Management Litigation," of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K.

Selected Operating Performance



During the year ended December 31, 2021, total medical membership increased by 2
million, or 5.7%. The increase in medical membership was driven primarily by
growth in our Government Business' Medicaid membership, including organic growth
resulting from the temporary suspension of eligibility recertification during
the COVID-19 pandemic, growth resulting from our acquisition of MMM on June 29,
2021 and the launch of our HealthyBlue managed care alliance in North Carolina.
Our Medicare Advantage membership also increased due to organic growth and the
acquisition of MMM on June 29, 2021. Increases in Group risk-based membership
resulting from sales exceeding lapses, increases in Individual membership due to
our Public Exchange expansion in 2021 and BlueCard® increases also contributed
to overall membership increases. Declines in our Group fee-based membership
relating to in-group attrition likely attributable to the COVID-19 pandemic
partially offset the increases in our medical membership.

Operating revenue for the year ended December 31, 2021 was $136,943, an increase
of $16,135, or 13.4%, from the year ended December 31, 2020. The increase in
operating revenue was primarily driven by higher premium revenue due mainly to
membership growth in our Government Business segment, including the acquisition
of MMM on June 29, 2021, and increased product revenue in our IngenioRx segment.
These increases were partially offset by the impact of lower premium revenue
associated with the repeal of the HIP Fee for 2021.

Net income for the year ended December 31, 2021 was $6,095, an increase of
$1,523, or 33.3%, from the year ended December 31, 2020. The increase in net
income was primarily due to increased operating gain in all of our business
units, as well as increased investment income. The increased operating gain in
our business units was due to the absence of charges in 2021 for the BCBSA
litigation accrual recognized in the third quarter of 2020 and reduced business
optimization charges in 2021. The increase in our investment income resulted
from an increase in income derived from our alternative investments in
comparison to 2020, partially offset by reduced dividends received on our equity
investments.

Our fully-diluted shareholders' earnings per share ("EPS") for the year ended
December 31, 2021 was $24.73, an increase of $6.75, or 37.5%, from the year
ended December 31, 2020. Our diluted shares for the year ended December 31, 2021
were 246.8, a decrease of 7.5, or 2.9%, compared to the year ended December 31,
2020. The increase in EPS resulted from the increase in net income, as well as
lower shares outstanding in 2021.

Operating cash flow for the year ended December 31, 2021 was $8,364, or approximately 1.4 times net income. Operating cash flow for the year ended December 31, 2020 was $10,688, or approximately 2.3 times net income. The decrease in operating cash flow was primarily due to the impact of working capital changes year-over-year, including an increase in receivables and a decline in accounts payable and accrued expenses, partially offset by higher net income in 2021.


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Membership



In the first quarter of 2021, we updated our medical membership reporting to
better align with how we view our business. Our medical membership now includes
the following customer types: Individual, Group risk-based, Group fee-based,
BlueCard®, Medicare, Medicaid and our Federal Employees Health Benefits ("FEHB")
Program. BCBS-branded business generally refers to members in our service areas
licensed by the BCBSA. Non-BCBS-branded business refers to members in our
non-BCBS-branded Amerigroup, Freedom Health, HealthSun, MMM, Optimum HealthCare
and Simply Healthcare plans, as well as HealthLink and UniCare members. In
addition to the above medical membership, we also serve customers who purchase
one or more of our other products or services that are often ancillary to our
health business.

•Individual consists of individual customers under age 65 and their covered
dependents. Individual policies are generally sold through independent agents
and brokers, retail partnerships, our in-house sales force or via the Public
Exchanges. Individual business is sold on a risk-based basis. We offer
on-exchange products through Public Exchanges and off-exchange products. Federal
premium subsidies are available only for certain Public Exchange Individual
products. Unsubsidized Individual customers are generally more sensitive to
product pricing and, to a lesser extent, the configuration of the network and
the efficiency of administration. Customer turnover is generally higher with
Individual as compared to Group risk-based. Individual business accounted for
1.7%, 1.6% and 1.7% of our medical members at December 31, 2021, 2020 and 2019,
respectively.

•Group risk-based consists of employer customers who purchase products on a
full-risk basis, which are products for which we charge a premium and indemnify
our policyholders against costs for health benefits. Group risk-based accounts
include Local Group customers and National Accounts. Local Group consists of
those employer customers with less than 5% of eligible employees located outside
of the headquarter state, as well as customers with more than 5% of eligible
employees located outside of the headquarter state with up to 5,000 eligible
employees. In addition, Local Group includes Student Health members. National
Accounts generally consist of multi-state employer groups primarily
headquartered in an Anthem service area with at least 5% of the eligible
employees located outside of the headquarter state and with more than 5,000
eligible employees. Some exceptions are allowed based on broker and consultant
relationships. Group risk-based accounts are generally sold through brokers or
consultants who work with industry specialists from our in-house sales force and
are offered both on and off the Public Exchanges. Group risk-based accounted for
8.8%, 8.9% and 9.6% of our medical members at December 31, 2021, 2020 and 2019,
respectively.

•Group fee-based customers represent employer groups, Local Group, including
UniCare members, and National Accounts, who purchase fee-based products and
elect to retain most or all of the financial risk associated with their
employees' healthcare costs. Some fee-based customers choose to purchase stop
loss coverage to limit their retained risk. Group fee-based accounts are
generally sold through independent brokers or consultants retained by the
customer working with our in-house sales force. Group fee-based accounted for
42.7%, 45.5% and 47.2% of our medical members at December 31, 2021, 2020 and
2019, respectively.

•BlueCard® host customers represent enrollees of Blue Cross and/or Blue Shield
plans not owned by Anthem who receive healthcare services in our BCBSA licensed
markets. BlueCard® membership consists of estimated host members using the
national BlueCard® program. Host members are generally members who reside in or
travel to a state in which an Anthem subsidiary is the Blue Cross and/or Blue
Shield licensee and who are covered under an employer-sponsored health plan
issued by a non-Anthem controlled BCBSA licensee (the "home plan"). We perform
certain functions, including claims pricing and administration, for BlueCard®
members, for which we receive administrative fees from the BlueCard® members'
home plans. Other administrative functions, including maintenance of enrollment
information and customer service, are performed by the home plan. Host members
are computed using, among other things, the average number of BlueCard® claims
received per month. BlueCard® host membership accounted for 13.6%, 14.1% and
14.8% of our medical members at December 31, 2021, 2020 and 2019, respectively.

•Medicare customers are Medicare-eligible individual members age 65 and over who
have enrolled in Medicare Advantage, including Special Needs Plans ("SNPs"),
also known as Medicare Advantage SNPs; dual-eligible programs through
Medicare-Medicaid Plans ("MMPs"); Medicare Supplement plans; and Medicare Part D
Prescription Drug Plans ("Medicare Part D"). Medicare Advantage plans provide
Medicare beneficiaries with a managed care alternative to traditional Medicare
and often include a Medicare Part D benefit. In addition, our

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Medicare Advantage SNPs provide tailored benefits to special needs individuals
who are institutionalized or have severe or disabling chronic conditions and to
dual-eligible customers, who are low-income seniors and persons under age 65
with disabilities. Medicare Advantage SNPs are coordinated care plans
specifically designed to provide targeted care, covering all the healthcare
services considered medically necessary for members and often providing
professional care coordination services, with personal guidance and programs
that help members maintain their health. Medicare Advantage membership also
includes Medicare Advantage members in our Group Retiree Solutions business who
are retired members of Commercial accounts or retired members of groups who are
not affiliated with our Commercial accounts who have selected a Medicare
Advantage product through us. Medicare Supplement plans typically pay the
difference between healthcare costs incurred by a beneficiary and amounts paid
by Medicare. Medicare Part D offers a prescription drug plan to Medicare and MMP
beneficiaries. MMP, which was established as a result of the passage of the ACA,
is a demonstration program focused on serving members who are dually eligible
for Medicaid and Medicare. Medicare Supplement and Medicare Advantage products
are marketed in the same manner, primarily through independent agents and
brokers. Medicare program business accounted for 6.2%, 5.5% and 5.2% of our
medical members at December 31, 2021, 2020 and 2019, respectively.

•Medicaid membership represents eligible members who receive health benefits
through publicly funded healthcare programs, including Medicaid, ACA-related
Medicaid expansion programs, Temporary Assistance for Needy Families, programs
for seniors and people with disabilities, Children's Health Insurance Programs,
and specialty programs such as those focused on long-term services and support,
HIV/AIDS, foster care, behavioral health and/or substance abuse disorders, and
intellectual disabilities or developmental disabilities, among others. Total
Medicaid program business accounted for 23.4%, 20.6% and 17.7% of our medical
members at December 31, 2021, 2020 and 2019, respectively.

•FEHB members consist of United States government employees and their dependents
within our geographic markets through our participation in the national contract
between the BCBSA and the U.S. Office of Personnel Management. FEHB business
accounted for 3.6%, 3.8% and 3.9% of our medical members at December 31, 2021,
2020 and 2019, respectively.

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The following table presents our medical membership by reportable segment and
customer type as of December 31, 2021, 2020 and 2019. Also included below is
other membership by product. The medical membership and other membership
presented are unaudited and in certain instances include estimates of the number
of members represented by each contract at the end of the period.

                                                             December 31                                     2021 vs. 2020                                2020 vs. 2019
(In thousands)                                 2021               2020              2019             Change              % Change                 Change                 % Change
Medical Membership
Commercial & Specialty Business:
Individual                                       759                680              684                  79                  11.6  %                     (4)                 (0.6) %
Group Risk-Based                               4,006              3,799            3,938                 207                   5.4  %                   (139)                 (3.5) %
Commercial Risk-Based                          4,765              4,479            4,622                 286                   6.4  %                   (143)                 (3.1) %
BlueCard®                                      6,178              6,059            6,060                 119                   2.0  %                     (1)                    -  %
Group Fee-Based                               19,395             19,551           19,340                (156)                 (0.8) %                    211                   1.1  %
Commercial Fee-Based                          25,573             25,610           25,400                 (37)                 (0.1) %                    210                   0.8  %
Total Commercial & Specialty Business         30,338             30,089           30,022                 249                   0.8  %                     67                   0.2  %
Government Business:
Medicare Advantage                             1,859              1,428            1,214                 431                  30.2  %                    214                  17.6  %
Medicare Supplement                              952                933              905                  19                   2.0  %                     28                   3.1  %
Total Medicare                                 2,811              2,361            2,119                 450                  19.1  %                    242                  11.4  %
Medicaid                                      10,600              8,852            7,265               1,748                  19.7  %                  1,587                  21.8  %
Federal Employees Health Benefits              1,625              1,623            1,594                   2                   0.1  %                     29                   1.8  %
Total Government Business                     15,036             12,836           10,978               2,200                  17.1  %                  1,858                  16.9  %
Total Medical Membership                      45,374             42,925           41,000               2,449                   5.7  %                  1,925                   4.7  %
Other Membership
Life and Disability Members                    4,782              5,064            5,259                (282)                 (5.6) %                   (195)                 (3.7) %
Dental Members                                 6,674              6,385            6,263                 289                   4.5  %                    122                   1.9  %
Dental Administration Members                  1,491              1,316            5,516                 175                  13.3  %                 (4,200)                (76.1) %
Vision Members                                 8,031              7,536            7,261                 495                   6.6  %                    275                   3.8  %
Medicare Part D Standalone Members               438                413              283                  25                   6.1  %                    130                  45.9  %


December 31, 2021 Compared to December 31, 2020

Medical Membership



Total medical membership increased primarily due to growth in our Government
Business' Medicaid membership, including organic growth resulting from the
temporary suspension of eligibility recertification during the COVID-19
pandemic, growth resulting from our acquisition of MMM on June 29, 2021 and the
launch of our HealthyBlue managed care alliance in North Carolina. Our Medicare
Advantage membership also increased due to organic growth and our acquisition of
MMM on June 29, 2021. Increases in Group risk-based membership resulting from
sales exceeding lapses, increases in Individual membership due to our Public
Exchange expansion in 2021 and BlueCard® increases also contributed to overall
membership increases. Declines in our Group fee-based membership relating to
in-group attrition likely attributable to the COVID-19 pandemic partially offset
the increases in our medical membership.

Other Membership



Our other membership can be impacted by changes in our medical membership, as
our medical members often purchase our other products that are ancillary to our
health business. Life and disability membership decreased primarily due to the
loss of a Group risk-based account and membership decreases in our Group
fee-based business. Dental membership increased

                                      -50-
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primarily due to higher sales in our Individual and Group risk-based accounts
and penetration increases in our FEHB program. Dental administration membership
increased due to growth in our FEHB program. Vision membership increased
primarily as a result of growth in our Medicare Advantage business.

Consolidated Results of Operations



Our consolidated summarized results of operations and other information for the
years ended December 31, 2021, 2020 and 2019 are as
follows:

                                                                                                                                     Change
                                                      Years Ended December 31                               2021 vs. 2020                             2020 vs. 2019
                                             2021               2020               2019                  $                    %                   $                    %
Total operating revenue                  $ 136,943          $ 120,808          $ 103,141          $      16,135              13.4  %       $      17,667               17.1  %
Net investment income                        1,378                877              1,005                    501              57.1  %                (128)             (12.7) %
Net gains on financial instruments             318                182                 67                    136              74.7  %                 115              171.6  %
Total revenues                             138,639            121,867            104,213                 16,772              13.8  %              17,654               16.9  %
Benefit expense                            102,645             88,045             81,786                 14,600              16.6  %               6,259                7.7  %
Cost of products sold                       10,895              8,953              1,992                  1,942              21.7  %               6,961                    NM
Selling, general and administrative
expense                                     15,914             17,450             13,364                 (1,536)             (8.8) %               4,086               30.6  %
Other expense1                               1,260              1,181              1,086                     79               6.7  %                  95                8.7  %
Total expenses                             130,714            115,629             98,228                 15,085              13.0  %              17,401               17.7  %
Income before income tax expense             7,925              6,238              5,985                  1,687              27.0  %                 253                4.2  %
Income tax expense                           1,830              1,666              1,178                    164               9.8  %                 488               41.4  %

Net income                                   6,095              4,572              4,807                  1,523              33.3  %                (235)              (4.9) %
Net loss attributable to noncontrolling
interests                                        9                  -                  -                      9                 -                      -                  -
Shareholders' net income                 $   6,104          $   4,572          $   4,807          $       1,532              33.5  %       $        (235)              (4.9) %

Average diluted shares outstanding           246.8              254.3              260.3                   (7.5)             (2.9) %                (6.0)              (2.3) %

Diluted shareholders' net income per
share                                    $   24.73          $   17.98          $   18.47          $        6.75              37.5  %       $       (0.49)              (2.7) %
Effective tax rate                            23.1  %            26.7  %            19.7  %                                 (360)bp3                                    700bp3
Benefit expense ratio2                        87.5  %            84.6  %            86.8  %                                   290bp3                                  (220)bp3
Selling, general and administrative
expense ratio4                                11.6  %            14.4  %            13.0  %                                 (280)bp3                                    140bp3
Income before income tax expense as a
percentage of total revenues                   5.7  %             5.1  %             5.7  %                                    60bp3                                   (60)bp3
Net income as a percentage of total
revenues                                       4.4  %             3.8  %             4.6  %                                    60bp3                                   (80)bp3

Certain of the following definitions are also applicable to all other results of operations tables in this discussion:



NM Not meaningful.
1Includes interest expense, amortization of other intangible assets and loss on
extinguishment of debt.
2Benefit expense ratio represents benefit expense as a percentage of premium
revenue. Premiums for the years ended December 31, 2021, 2020 and 2019 were
$117,373, $104,109 and $94,173, respectively. Premiums are included in total
operating revenue presented above.
3bp = basis point; one hundred basis points = 1%.
4Selling, general and administrative expense ratio represents selling, general
and administrative expense as a percentage of total operating revenue.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020



Total operating revenue increased primarily as a result of higher premium
revenue due mainly to membership growth in our Government Business segment,
including related to the acquisition of MMM on June 29, 2021, and increased
product revenue in our IngenioRx segment. These increases were partially offset
by the impact of lower premium revenue associated with the repeal of the HIP Fee
for 2021.

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Net investment income increased primarily due to increases in net income from
our alternative investments, partially offset by decreased dividends received on
our equity investments.

Net gains on financial instruments increased primarily due to increased realized
gains on our alternative investments and increased net realized gains on our
fixed maturity securities, partially offset by declines in the fair value of
equity securities still held.

Benefit expense increased primarily due to cost increases resulting from
membership growth in our Medicaid and Medicare businesses, including related to
our acquisition of MMM on June 29, 2021, and increased COVID-19 healthcare costs
for both our Commercial & Specialty Business and Government Business segments.

Our benefit expense ratio increased primarily due to the repeal of the HIP Fee
for 2021 and increased COVID-19 and non-COVID-19 healthcare costs for both our
Commercial & Specialty Business and Government Business segments.

Cost of products sold reflects the cost of pharmaceuticals dispensed by
IngenioRx for our unaffiliated PBM customers. Cost of products sold increased as
the corresponding pharmacy product revenues increased due to growth in customers
served by IngenioRx in 2021.

Selling, general and administrative expense decreased primarily due to the
repeal of the HIP Fee for 2021, the absence of charges in 2021 for the BCBSA
litigation accrual recognized in the third quarter of 2020 and reduced business
optimization charges in 2021. These items were partially offset by increased
costs to support growth.

Our selling, general and administrative expense ratio decreased primarily due to
increased operating revenue in 2021, the absence of charges in 2021 for the
BCBSA litigation accrual recognized in the third quarter of 2020, reduced
business optimization charges in 2021 and the repeal of the HIP Fee for 2021.
These items were partially offset by increased costs to support growth.

Our effective income tax rate decreased primarily due to the repeal of the HIP Fee for 2021, which was non-deductible for tax purposes.

Our net income as a percentage of total revenue increased in 2021 as compared to 2020 as a result of all the factors discussed above.


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Reportable Segments Results of Operations

The following table presents a summary of our reportable segment financial information for the years ended December 31, 2021, 2020 and 2019:


                                                                                                                                        Change
                                                         Years Ended December 31                               2021 vs. 2020                             2020 vs. 2019
                                                2021               2020               2019                  $                    %                   $                    %
Operating Revenue
Commercial & Specialty Business             $  38,809          $  36,699          $  37,421          $       2,110               5.7  %       $        (722)              (1.9) %
Government Business                            82,919             71,572             62,632                 11,347              15.9  %               8,940               14.3  %
IngenioRx                                      25,431             21,911              5,402                  3,520              16.1  %              16,509                    NM
Other                                          10,250              6,057              2,293                  4,193              69.2  %               3,764              164.2  %
Eliminations                                  (20,466)           (15,431)            (4,607)                (5,035)             32.6  %             (10,824)             234.9  %
Total operating revenue                     $ 136,943          $ 120,808          $ 103,141          $      16,135              13.4  %       $      17,667               17.1  %

Operating Gain (Loss)
Commercial & Specialty Business1            $   2,753          $   2,681          $   4,032                     72               2.7  %              (1,351)             (33.5) %
Government Business2                            3,061              2,444              2,056                    617              25.2  %                 388               18.9  %
IngenioRx3                                      1,684              1,361                  -                    323              23.7  %               1,361                    NM
Other4                                             (9)              (126)               (89)                   117             (92.9) %                 (37)              41.6  %

Operating Margin
Commercial & Specialty Business                   7.1  %             7.3  %            10.8  %                                  (20)bp5                                  (350)bp5
Government Business                               3.7  %             3.4  %             3.3  %                                    30bp5                                     10bp5
IngenioRx                                         6.6  %             6.2  %                 NM                                    40bp5                                        NM


NM  Not meaningful.
1Includes expenses of $106 for business optimization initiatives recognized in
2021; $311 for business optimization initiatives and $524 for the BCBSA
Litigation recognized in 2020.
2  Includes expenses of $47 for business optimization initiatives recognized in
2021; $205 for business optimization initiatives and $24 for the BCBSA
Litigation recognized in 2020.
3  Includes expenses of $2 for business optimization initiatives recognized in
2021; $4 for business optimization initiatives recognized in 2020.
4  Includes expenses of $32 for business optimization initiatives recognized in
2021; $133 for business optimization initiatives recognized in 2020.
5  bp = basis point; one hundred basis points = 1%.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Commercial & Specialty Business



Operating revenue increased primarily due to premium rate increases in our
Commercial risk-based businesses designed to cover medical cost trends,
increased membership in our Commercial risk-based businesses, administrative fee
increases in our Group fee-based businesses and the absence in 2021 of premium
credits provided to members enrolled in select Group and Individual health plans
in response to the COVID-19 pandemic in the second quarter of 2020. These
increases were partially offset by the impact of lower premium revenue
associated with the repeal of the HIP Fee for 2021.

The increase in operating gain was primarily due to the absence of charges in
2021 for the BCBSA Litigation accrual recognized in the third quarter of 2020,
reduced business optimization charges in 2021 and the non-recurring premium
credits provided to members enrolled in select Group and Individual health plans
in response to the COVID-19 pandemic in the second quarter of 2020. These
increases were partially offset by increased COVID-19 and non-COVID-19
healthcare costs in 2021.

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Government Business



Operating revenue increased primarily due to higher premium revenue growth in
our Medicaid business, driven by the temporary suspension of eligibility
recertification, which we expect will remain suspended at least until the second
quarter of 2022, and the acquisition of MMM on June 29, 2021. Medicare
membership growth in our Medicare business and the impact of the acquisition of
MMM on June 29, 2021 also contributed to operating revenue growth. These
increases were partially offset by the impact of lower premium revenue
associated with the repeal of the HIP Fee for 2021, increased experience-rated
refunds in our Medicaid business and lower risk-based revenue in our Medicare
business.

The increase in operating gain was primarily driven by membership increases in
both our Medicaid and Medicare businesses, including due to the acquisition of
MMM on June 29, 2021, and reduced business optimization charges in 2021. These
increases were partially offset by an increase in COVID-19 and non-COVID-19
healthcare costs, increased experience-rated refunds in our Medicaid business
and lower risk-based revenue in our Medicare business.

IngenioRx

Operating revenue and operating gain increased as a result of higher drug spend from IngenioRx customers, including spend related to increased Medicaid membership within our Government Business segment.

The increase in operating gain was primarily driven by growth in integrated medical and pharmacy members in 2021.

Other



Operating revenue increased primarily due to higher administrative fees and
other revenue for services performed by our Diversified Business Group for our
Commercial & Specialty Business and Government Business segments, primarily due
to the implementation of affiliated behavioral health capitation contracts. In
addition, unaffiliated revenues from Beacon, AIM and myNEXUS contributed to the
overall increase.

The decrease in operating loss was driven by reduced business optimization charges in 2021 and a decline in unallocated corporate expenses in 2021.

Critical Accounting Policies and Estimates



We prepare our consolidated financial statements in conformity with GAAP.
Application of GAAP requires management to make estimates and assumptions that
affect the amounts reported in our consolidated financial statements and
accompanying notes and within this MD&A. We consider our most important
accounting policies that require significant estimates and management judgment
to be those policies with respect to liabilities for medical claims payable,
income taxes, goodwill and other intangible assets, investments and retirement
benefits, which are discussed below. Our other significant accounting policies
are summarized in Note 2, "Basis of Presentation and Significant Accounting
Policies," of the Notes to Consolidated Financial Statements included in Part
II, Item 8 of this Annual Report on Form 10-K.

We continually evaluate the accounting policies and estimates used to prepare
the consolidated financial statements. In general, our estimates are based on
historical experience, evaluation of current trends, information from
third-party professionals and various other assumptions that we believe to be
reasonable under the known facts and circumstances. Estimates can require a
significant amount of judgment, and a different set of assumptions could result
in material changes to our reported results.

Medical Claims Payable



The most subjective accounting estimate in our consolidated financial statements
is our liability for medical claims payable. At December 31, 2021, this
liability was $13,518 and represented 22% of our total consolidated liabilities.
We record this liability and the corresponding benefit expense for incurred but
not paid claims, including the estimated costs of processing such claims.
Incurred but not paid claims include (1) an estimate for claims that are
incurred but not reported, as well as claims reported to us but not yet
processed through our systems, which approximated 96%, or $12,998, of our total
medical claims liability as of December 31, 2021; and (2) claims reported to us
and processed through our systems but not yet paid, which approximated 4%, or
$520, of the total medical claims payable as of December 31, 2021. The level of
claims

                                      -54-
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payable processed through our systems but not yet paid may fluctuate from one
period-end to the next, from approximately 1% to 5% of our total medical claims
liability, due to timing of when claim payments are made.

Liabilities for both claims incurred but not reported and reported but not yet
processed through our systems are determined in the aggregate, employing
actuarial methods that are commonly used by health insurance actuaries and meet
Actuarial Standards of Practice. Our reserving practice for claim liabilities is
to consistently recognize the appropriate amount of reserve within a level of
confidence required by Actuarial Standards of Practice. We determine the amount
of the liability for incurred but not paid claims by following a detailed
actuarial process that uses both historical claim payment patterns as well as
emerging medical cost trends to project our best estimate of claim liabilities.
Under this process, historical paid claims data is formatted into "claim
triangles," which compare claim incurred dates to the dates of claim payments.
This information is analyzed to create "completion factors" that represent the
average percentage of total incurred claims that have been paid through a given
date after being incurred. Completion factors are applied to claims paid through
the period-end date to estimate the ultimate claim expense incurred for the
period. Actuarial estimates of incurred but not paid claim liabilities are then
determined by subtracting the actual paid claims from the estimate of the
ultimate incurred claims.

For the most recent incurred months (typically the most recent two months), the
percentage of claims paid for claims incurred in those months is generally low.
This makes the completion factor methodology less reliable for such months.
Therefore, incurred claims for recent months are not projected from historical
completion and payment patterns; rather, they are projected by estimating the
claims expense for those months based on recent claims expense levels and
healthcare trend levels ("trend factors").

Because the reserve methodology is based upon historical information, it must be
adjusted for known or suspected operational and environmental changes. These
adjustments are made by our actuaries based on their knowledge and their
estimate of emerging impacts to benefit costs and payment speed. Circumstances
to be considered in developing our best estimate of reserves include changes in
utilization levels, unit costs, mix of business, benefit plan designs, provider
reimbursement levels, processing system conversions and changes, claim inventory
levels, claim processing patterns, claim submission patterns and operational
changes resulting from business combinations. A comparison of prior period
liabilities to re-estimated claim liabilities based on subsequent claims
development is also considered in making the liability determination. In our
comparison to prior periods, the methods and assumptions are not changed as
reserves are recalculated; rather, the availability of additional paid claims
information drives changes in the re-estimate of the unpaid claim liability. To
the extent appropriate, changes in such development are recorded as a change to
current period benefit expense. The impact from COVID-19 on healthcare
utilization and medical claims submission patterns has increased estimation
uncertainty on our incurred but not reported liability at December 31, 2021.
Slowdowns in claims submission patterns and increases in utilization levels for
COVID-19 testing and treatment during 2021 are the primary factors that lead to
the increased estimation uncertainty.

We regularly review and set assumptions regarding cost trends and utilization
when initially establishing claim liabilities. We continually monitor and adjust
the claims liability and benefit expense based on subsequent paid claims
activity. If it is determined that our assumptions regarding cost trends and
utilization are materially different than actual results, our income statement
and financial position could be impacted in future periods. Adjustments of prior
year estimates may result in additional benefit expense or a reduction of
benefit expense in the period an adjustment is made. Further, due to the
considerable variability of healthcare costs, adjustments to claim liabilities
occur each period and are sometimes significant as compared to the net income
recorded in that period. Prior period development is recognized immediately upon
the actuary's judgment that a portion of the prior period liability is no longer
needed or that an additional liability should have been accrued. That
determination is made when sufficient information is available to ascertain that
the re-estimate of the liability is reasonable.

While there are many factors that are used as a part of the estimation of our
medical claims payable liability, the two key assumptions having the most
significant impact on our incurred but not paid claims liability as of
December 31, 2021 were the completion and trend factors. As discussed above,
these two key assumptions can be influenced by utilization levels, unit costs,
mix of business, benefit plan designs, provider reimbursement levels, processing
system conversions and changes, claim inventory levels, claim processing
patterns, claim submission patterns and operational changes resulting from
business combinations.

                                      -55-
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There is variation in the reasonable choice of completion factors by duration
for durations of three months through twelve months where the completion factors
have the most significant impact. As previously discussed, completion factors
tend to be less reliable for the most recent months and therefore are not
specifically utilized for months one and two. In our analysis for the claim
liabilities at December 31, 2021, the variability in months three to five was
estimated to be between 40 and 90 basis points, while months six through twelve
have much lower estimated variability ranging from 0 to 30 basis points.

The difference in completion factor assumptions results in variability of 2%, or
approximately $242, in the December 31, 2021 incurred but not paid claims
liability, depending on the completion factors chosen. It is important to note
that the completion factor methodology inherently assumes that historical
completion rates will be reflective of the current period. However, it is
possible that the actual completion rates for the current period will develop
differently from historical patterns and therefore could fall outside the
possible variations described herein.

The other major assumption used in the establishment of the December 31, 2021
incurred but not paid claim liability was the trend factors. In our analysis for
the period ended December 31, 2021, there was a 320 basis point differential in
the high and low trend factors. This range of trend factors would imply
variability of 4%, or approximately $487, in the incurred but not paid claims
liability, depending upon the trend factors used. Because historical trend
factors are often not representative of current claim trends, the trend
experience for the most recent six to nine months, plus knowledge of recent
events likely affecting current trends, have been taken into consideration in
establishing the incurred but not paid claims liability at December 31,
2021. The COVID-19 pandemic continues to have a significant impact on 2021 dates
of service. Our expenses associated with COVID-19 accelerated in the fourth
quarter of 2021, partially offset by the benefit from a lower volume of
healthcare claims attributable to decreased utilization of non-COVID-19 health
services. We will continue to monitor emerging experience in order to better
understand the possible implications to our reserves.

See Note 12, "Medical Claims Payable," of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K, for a
reconciliation of the beginning and ending balance for medical claims payable
for the years ended December 31, 2021, 2020 and 2019. Components of the total
incurred claims for each year include amounts accrued for current year estimated
claims expense as well as adjustments to prior year estimated accruals. In Note
12, "Medical Claims Payable," the line labeled "Net incurred medical claims:
Prior years redundancies" accounts for those adjustments made to prior year
estimates. The impact of any reduction of "Net incurred medical claims: Prior
years redundancies" may be offset as we establish the estimate of "Net incurred
medical claims: Current year." Our reserving practice is to consistently
recognize the actuarial best estimate of our ultimate liability for our claims.
When we recognize a release of the redundancy, we disclose the amount that is
not in the ordinary course of business, if material.

The ratio of current year medical claims paid as a percent of current year net
medical claims incurred was 87.8% for 2021, 87.7% for 2020 and 89.3% for 2019.
This ratio serves as an indicator of claims processing speed whereby 2021 claims
were processed at a similar speed to 2020, but slower than in 2019.

We calculate the percentage of prior year redundancies in the current year as a
percent of prior year net incurred claims payable less prior year redundancies
in the current year in order to demonstrate the development of the prior year
reserves. For the year ended December 31, 2021, this metric was 18.1%,
reflecting the estimation uncertainty due to COVID-19 at the end of 2020, and
was largely driven by favorable trend factor development at the end of 2020 as
well as favorable completion factor development from 2020. For the year ended
December 31, 2020, this metric was 8.0%, largely driven by favorable trend
factor development at the end of 2019 as well as favorable completion factor
development from 2019. For the year ended December 31, 2019, this metric was
7.4%, largely driven by favorable trend factor development at the end of 2018 as
well as favorable completion factor development from 2018.

We calculate the percentage of prior year redundancies in the current year as a
percent of prior year net incurred medical claims to indicate the percentage of
redundancy included in the preceding year calculation of current year net
incurred medical claims. We believe this calculation supports the reasonableness
of our prior year estimate of incurred medical claims and the consistency in our
methodology. For the year ended December 31, 2021, this metric was 2%, which was
calculated using the redundancy of $1,703. This metric was 0.8% for 2020 and
0.7% for 2019. We believe these metrics support the reasonableness of our
estimates. The 2021 metric was impacted by the estimation uncertainty due to
COVID-19.

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The following table shows the variance between total net incurred medical claims
as reported in Note 12, "Medical Claims Payable," of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form
10-K, for each of 2020 and 2019 and the incurred claims for such years had it
been determined retrospectively (computed as the difference between "net
incurred medical claims - current year" for the year shown and "net incurred
medical claims - prior years redundancies" for the immediately following year):

                                                                               Years Ended December 31
                                                                            2020                     2019
Total net incurred medical claims, as reported                         $    84,457               $   78,195
Retrospective basis, as described above                                     83,391                   78,058
Variance                                                               $     1,066               $      137
Variance to total net incurred medical claims, as reported                     1.3   %                  0.2  %


Given that our business is primarily short tailed (which means that medical
claims are generally paid within twelve months of the member receiving service
from the provider), the variance to total net incurred medical claims, as
reported above, is used to assess the reasonableness of our estimate of ultimate
incurred medical claims for a given calendar year with the benefit of one year
of experience. We expect that substantially all of the development of the 2021
estimate of medical claims payable will be known during 2022.

The 2020 variance to total net incurred medical claims, as reported of 1.3% was
greater than the 2019 percentage of 0.2%. This was driven by the fact that the
change in the prior year redundancy reported for 2020 as compared to 2019 was
greater than the change in the prior year redundancy reported for 2019 as
compared to 2018.

Income Taxes



We account for income taxes in accordance with the Financial Accounting
Standards Board ("FASB") guidance, which requires, among other things, the
separate recognition of deferred tax assets and deferred tax liabilities. Such
deferred tax assets and deferred tax liabilities represent the tax effect of
temporary differences between financial reporting and tax reporting measured at
tax rates enacted at the time the deferred tax asset or liability is recorded. A
valuation allowance must be established for deferred tax assets if it is "more
likely than not" that all or a portion may be unrealized. Our judgment is
required in determining an appropriate valuation allowance.

At each financial reporting date, we assess the adequacy of the valuation allowance by evaluating each of our deferred tax assets based on the following:

•the types of temporary differences that created the deferred tax asset;

•the amount of taxes paid in prior periods and available for a carry-back claim;

•the tax rate at which the deferred tax assets will likely be utilized in the future;

•the forecasted future taxable income, and therefore, likely future deduction of the deferred tax item; and

•any significant other issues impacting the likely realization of the benefit of the temporary differences.



We, like other companies, frequently face challenges from tax authorities
regarding the amount of taxes due. These challenges include questions regarding
the timing and amount of deductions that we have taken on our tax returns. In
evaluating any additional tax liability associated with various positions taken
in our tax return filings, we record additional liabilities for potential
adverse tax outcomes. Based on our evaluation of our tax positions, we believe
we have appropriately accrued for uncertain tax benefits, as required by the
applicable guidance. To the extent we prevail in matters we have accrued for,
our future effective tax rate would be reduced and net income would increase. If
we are required to pay more than accrued, our future effective tax rate would
increase and net income would decrease. Our effective tax rate and net income in
any given future period could be materially impacted.

In the ordinary course of business, we are regularly audited by federal and
other tax authorities, and from time to time, these audits result in proposed
assessments. We believe our tax positions comply with applicable tax law, and we
intend to defend our positions vigorously through the federal, state and local
appeals processes. We believe we have adequately

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provided for any reasonably foreseeable outcome related to these matters. Accordingly, although their ultimate resolution may require additional tax payments, we do not anticipate any material impact on our results of operations or financial condition from these matters.

For additional information, see Note 8, "Income Taxes," of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Goodwill and Other Intangible Assets



Our consolidated goodwill at December 31, 2021 was $24,228 and other intangible
assets were $10,615. The sum of goodwill and other intangible assets represented
35.8% of our total consolidated assets and 96.6% of our consolidated
shareholders' equity at December 31, 2021.

We follow FASB guidance for business combinations and goodwill and other
intangible assets, which specifies the types of acquired intangible assets that
are required to be recognized and reported separately from goodwill. Under the
guidance, goodwill and other intangible assets (with indefinite lives) are not
amortized but are tested for impairment at least annually. Furthermore, goodwill
and other intangible assets are allocated to reporting units for purposes of the
annual impairment test. Our impairment tests require us to make assumptions and
judgments regarding the estimated fair value of our reporting units, which
include goodwill and other intangible assets. In addition, certain other
intangible assets with indefinite lives, such as trademarks, are also tested
separately.

We complete our annual impairment tests of existing goodwill and other
intangible assets with indefinite lives during the fourth quarter of each year.
These tests involve the use of estimates related to the fair value of goodwill
at the reporting unit level and other intangible assets with indefinite lives,
and require a significant degree of management judgment and the use of
subjective assumptions. Certain interim impairment tests are also performed when
potential impairment indicators exist or changes in our business or other
triggering events occur. We have the option of first performing a qualitative
assessment for each reporting unit to determine whether it is more likely than
not that the fair value of a reporting unit is less than its carrying amount,
which is an indication that our goodwill may be impaired. These qualitative
impairment tests include assessing events and factors that could affect the fair
value of the indefinite-lived intangible assets. Our procedures include
assessing our financial performance, macroeconomic conditions, industry and
market considerations, various asset specific factors and entity specific
events. If we determine that a reporting unit's goodwill may be impaired after
utilizing these qualitative impairment analysis procedures, we are required to
perform a quantitative impairment test.

Our quantitative impairment test utilizes the projected income and market
valuation approaches for goodwill and the projected income approach for our
indefinite lived intangible assets. Use of the projected income and market
valuation approaches for our goodwill impairment test reflects our view that
both valuation methodologies provide a reasonable estimate of fair value. The
projected income approach is developed using assumptions about future revenue,
expenses and net income derived from our internal planning process. These
estimated future cash flows are then discounted. Our assumed discount rate is
based on our industry's weighted-average cost of capital. Market valuations are
based on observed multiples of certain measures including revenue; earnings
before interest, taxes, depreciation and amortization; and book value of
invested capital (debt and equity) and include market comparisons to publicly
traded companies in our industry.

We did not incur any impairment losses as a result of our 2021 annual impairment
tests, as it was determined that it is more likely than not that the estimated
fair values of our reporting units were substantially in excess of the carrying
values as of December 31, 2021. Additionally, we do not believe that the
estimated fair values of our reporting units are at risk of becoming impaired in
the next twelve months.

If estimated fair values are less than the carrying values of goodwill and other
intangibles with indefinite lives in future annual impairment tests, or if
significant impairment indicators are noted relative to other intangible assets
subject to amortization, we may be required to record impairment losses against
future income.

For additional information, see Note 3, "Business Acquisitions" and Note 10,
"Goodwill and Other Intangible Assets," of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

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Investments



Current and long-term marketable investment securities were $28,780 at
December 31, 2021 and represented 29.5% of our total consolidated assets at
December 31, 2021. We classify fixed maturity securities in our investment
portfolio as "available-for-sale" and report those securities at fair value.
Certain fixed maturity securities are available to support current operations
and, accordingly, we classify such investments as current assets without regard
to their contractual maturity. Investments used to satisfy contractual,
regulatory or other requirements are classified as long-term, without regard to
contractual maturity.

Our impairment review is subjective and requires a high degree of judgment. We
conduct this review on a quarterly basis, using both qualitative and
quantitative factors. Such factors considered include the extent to which a
security's market value has been less than its cost, the reasons for the decline
in value (i.e., credit event compared to liquidity, general credit spread
widening, currency exchange rate or interest rate factors), financial condition
and near term prospects of the issuer, including the credit ratings and changes
in the credit ratings of the issuer, recommendations of investment advisors, and
forecasts of economic, market or industry trends.

Prior to 2020, our fixed maturity securities were evaluated for
other-than-temporary impairment where credit-related impairments were presented
within the other-than-temporary impairment losses recognized in our consolidated
statements of income with an adjustment to the security's amortized cost basis.
Effective January 1, 2020, if a fixed maturity security is in an unrealized loss
position and we have the intent to sell the fixed maturity security, or it is
more likely than not that we will have to sell the fixed maturity security
before recovery of its amortized cost basis, we write down the fixed maturity
security's cost basis to fair value and record an impairment loss in our
consolidated statements of income. For impaired fixed maturity securities that
we do not intend to sell or if it is more likely than not that we will not have
to sell such securities, but we expect that we will not fully recover the
amortized cost basis, we recognize the credit component of the impairment as an
allowance for credit loss in our consolidated balance sheets and record an
impairment loss in our consolidated statements of income. The non-credit
component of the impairment is recognized in accumulated other comprehensive
income. Furthermore, unrealized losses entirely caused by non-credit-related
factors related to fixed maturity securities for which we expect to fully
recover the amortized cost basis continue to be recognized in accumulated other
comprehensive income.

The credit component of an impairment is determined primarily by comparing the
net present value of projected future cash flows with the amortized cost basis
of the fixed maturity security. The net present value is calculated by
discounting our best estimate of projected future cash flows at the effective
interest rate implicit in the fixed maturity security at the date of purchase.
For mortgage-backed and asset-backed securities, cash flow estimates are based
on assumptions regarding the underlying collateral, including prepayment speeds,
vintage, type of underlying asset, geographic concentrations, default rates,
recoveries and changes in value. For all other securities, cash flow estimates
are driven by assumptions regarding probability of default, including changes in
credit ratings and estimates regarding timing and amount of recoveries
associated with a default.

We have a committee of accounting and investment associates and management that
is responsible for managing the impairment review process. We believe that we
have adequately reviewed our investment securities for impairment and that our
investment securities are carried at fair value. We have established an
allowance for credit loss and recorded credit loss expense as a reflection of
our expected impairment losses. Given the inherent uncertainty of changes in
market conditions and the significant judgments involved, there is continuing
risk that declines in fair value may occur and additional impairment losses on
investments may be recorded in future periods.

In addition to marketable investment securities, we held additional long-term
investments of $5,225, or 5.4% of total consolidated assets, at December 31,
2021. These long-term investments consisted primarily of certain other equity
investments, the cash surrender value of corporate-owned life insurance
policies, mortgage loans and real estate. Due to their less liquid nature, these
investments are classified as long-term.

Through our investing activities, we are exposed to financial market risks,
including those resulting from changes in interest rates and changes in equity
market valuations. We manage market risks through our investment policy, which
establishes credit quality limits and limits on investments in individual
issuers. Ineffective management of these risks could have an impact on our
future results of operations and financial condition. Our investment portfolio
includes fixed maturity securities with a fair value of $26,899 at December 31,
2021. The weighted-average credit rating of these securities was "A"

                                      -59-
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as of December 31, 2021. Included in this balance are investments in fixed
maturity securities of states, municipalities and political subdivisions of
$1,095 that are guaranteed by third parties. With the exception of nineteen
securities with a fair value of $27, these securities are all investment-grade
and carry a weighted-average credit rating of "AA" as of December 31, 2021. The
securities are guaranteed by a number of different guarantors, and we do not
have any material exposure to any single guarantor, neither indirectly through
the guarantees, nor directly through investment in the guarantor. Further, due
to the high underlying credit rating of the issuers, the weighted-average credit
rating of the fixed maturity securities without a guarantee, for which such
information is available, was "A" as of December 31, 2021.

Fair values of fixed maturity and equity securities are based on quoted market
prices, where available. These fair values are obtained primarily from
third-party pricing services, which generally use Level I or Level II inputs for
the determination of fair value in accordance with FASB guidance for fair value
measurements and disclosures. We have controls in place to review the pricing
services' qualifications and procedures used to determine fair values. In
addition, we periodically review the pricing services' pricing methodologies,
data sources and pricing inputs to ensure the fair values obtained are
reasonable.

We obtain quoted market prices for each security from the pricing services,
which are derived through recently reported trades for identical or similar
securities, making adjustments through the reporting date based upon available
market observable information. For securities not actively traded, the pricing
services may use quoted market prices of comparable instruments or discounted
cash flow analyses, incorporating inputs that are currently observable in the
markets for similar securities. Inputs that are often used in these valuation
methodologies include, but are not limited to, broker quotes, benchmark yields,
credit spreads, default rates and prepayment speeds. As we are responsible for
the determination of fair value, we perform analysis on the prices received from
the pricing services to determine whether the prices are reasonable estimates of
fair value. Our analysis includes procedures such as a review of month-to-month
price fluctuations and price comparisons to secondary pricing services. There
were no adjustments to quoted market prices obtained from the pricing services
during the years ended December 31, 2021 and 2020.

In certain circumstances, it may not be possible to derive pricing model inputs
from observable market activity, and therefore, such inputs are estimated
internally. Such securities are designated Level III in accordance with FASB
guidance. Securities designated Level III at December 31, 2021 totaled $449 and
represented approximately 1.3% of our total assets measured at fair value on a
recurring basis. Our Level III securities primarily consisted of certain
corporate securities and equity securities for which observable inputs were not
always available and the fair values of these securities were estimated using
inputs including, but not limited to, prepayment speeds, credit spreads, default
rates and benchmark yields.

For additional information, see Part II, Item 7A, "Quantitative and Qualitative
Disclosures about Market Risk," and Note 2, "Basis of Presentation and
Significant Accounting Policies," Note 5, "Investments," and Note 7, "Fair
Value," of the Notes to Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K.

Retirement Benefits

Pension Benefits



We sponsor defined benefit pension plans for some of our employees. These plans
are accounted for in accordance with FASB guidance for retirement benefits,
which requires that amounts recognized in financial statements be determined on
an actuarial basis. As permitted by the guidance, we calculate the value of plan
assets as described below. Further, the difference between our expected rate of
return and the actual performance of plan assets, as well as certain changes in
pension liabilities, are amortized over future periods.

An important factor in determining our pension expense is the assumption for
expected long-term return on plan assets. As of our December 31, 2021
measurement date, we selected a weighted-average long-term rate of return on
plan assets of 5.02%. We use a total portfolio return analysis in the
development of our assumption. Factors such as past market performance, the
long-term relationship between fixed maturity and equity securities, interest
rates, inflation and asset allocations are considered in the assumption. The
assumption includes an estimate of the additional return expected from active
management of the investment portfolio. Peer data and an average of historical
returns are also reviewed for appropriateness of the selected assumption. We
believe our assumption of future returns is reasonable. However, if we lower our
expected long-term return on plan assets, future contributions to the pension
plan and pension expense would likely increase.

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This assumed long-term rate of return on assets is applied to a calculated value
of plan assets, which recognizes changes in the fair value of plan assets in a
systematic manner over three years, producing the expected return on plan assets
that is included in the determination of pension expense. We apply a corridor
approach to amortize unrecognized actuarial gains or losses. Under this
approach, only accumulated net actuarial gains or losses in excess of 10% of the
greater of the projected benefit obligation or the fair value of plan assets are
amortized over the average remaining service or lifetime of the workforce as a
component of pension expense. The net deferral of past asset gains or losses
affects the calculated value of plan assets and, ultimately, future pension
expense.

The discount rate reflects the current rate at which the pension liabilities
could be effectively settled at the end of the year based on our most recent
measurement date. We use the annual spot rate approach for setting our discount
rate. Under the spot rate approach, individual spot rates from a full yield
curve of published rates are used to discount each plan's cash flows to
determine the plan's obligation. At the December 31, 2021 measurement date, the
weighted-average discount rate under the annual spot rate approach was 2.70%,
compared to 2.24% at the December 31, 2020 measurement date. The net effect of
changes in the discount rate, as well as the net effect of other changes in
actuarial assumptions and experience, have been deferred and amortized as a
component of pension expense in accordance with FASB guidance.

In managing the plan assets, our objective is to be a responsible fiduciary
while minimizing financial risk. Plan assets include a diversified mix of equity
securities, investment grade fixed maturity securities and other types of
investments across a range of sectors and levels of capitalization to maximize
long-term return for a prudent level of risk. In addition to producing a
reasonable return, the investment strategy seeks to minimize the volatility in
our expense and cash flow.

Other Postretirement Benefits

We provide some associates with certain medical, vision and dental benefits upon
retirement. We use various actuarial assumptions, including a discount rate and
the expected trend in healthcare costs, to estimate the costs and benefit
obligations for our retiree benefits.

At our December 31, 2021 measurement date, the selected discount rate for all
plans was 2.49%, compared to a discount rate of 1.99% at the December 31, 2020
measurement rate. We developed this rate using the annual spot rate approach as
described above.

The assumed healthcare cost trend rates used to measure the expected cost of
pre-Medicare (those who are not currently eligible for Medicare benefits) other
benefits at our December 31, 2021 measurement date was 7.00% for 2022 with a
gradual decline to 4.50% by the year 2033. The assumed healthcare cost trend
rates used to measure the expected cost of post-Medicare (those who are
currently eligible for Medicare benefits) other benefits at our December 31,
2021 measurement date was 5.50% for 2022 with a gradual decline to 4.50% by the
year 2033. These estimated trend rates are subject to change in the future.

For additional information regarding our retirement benefits, see Note 11, "Retirement Benefits," of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

New Accounting Pronouncements



For information regarding new accounting pronouncements that were issued or
became effective during the year ended December 31, 2021 that had, or are
expected to have, a material impact on our financial position, results of
operations or financial statement disclosures, see the "Recently Adopted
Accounting Guidance" and "Recent Accounting Guidance Not Yet Adopted" sections
of Note 2, "Basis of Presentation and Significant Accounting Policies," of the
Notes to Consolidated Financial Statements included in Part II, Item 8 of this
Annual Report on Form 10-K.

Liquidity and Capital Resources

Introduction



Our cash receipts result primarily from premiums, product revenue,
administrative fees and other revenue, investment income, proceeds from the sale
or maturity of our investment securities, proceeds from borrowings, and proceeds
from the issuance of common stock under our employee stock plans. Cash
disbursements result mainly from claims payments,

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administrative expenses, taxes, purchases of investment securities, interest
expense, payments on borrowings, acquisitions, capital expenditures, repurchases
of our debt securities and common stock and the payment of cash dividends. Cash
outflows fluctuate with the amount and timing of settlement of these
transactions. Any future decline in our profitability would likely have an
unfavorable impact on our liquidity.

We manage our cash, investments and capital structure so we are able to meet the
short-term and long-term obligations of our business while maintaining financial
flexibility and liquidity. We forecast, analyze and monitor our cash flows to
enable investment and financing within the overall constraints of our financial
strategy.

A substantial portion of the assets held by our regulated subsidiaries are in
the form of cash and cash equivalents and investments. After considering
expected cash flows from operating activities, we generally invest cash that
exceeds our near term obligations in longer term marketable fixed maturity
securities to improve our overall investment income returns. Our investment
strategy is to make investments consistent with insurance statutes and other
regulatory requirements, while preserving our asset base. Our investments are
generally available-for-sale to meet liquidity and other needs. Our subsidiaries
pay out excess capital annually in the form of dividends to their respective
parent companies for general corporate use, as permitted by applicable
regulations.

The availability of financing in the form of debt or equity is influenced by
many factors, including our profitability, operating cash flows, debt levels,
debt ratings, contractual restrictions, regulatory requirements and market
conditions. The securities and credit markets have in the past experienced
higher than normal volatility, although current market conditions are more
stable. Interest rates on fixed income securities are expected to rise in 2022,
which could increase our borrowing costs if we elect to issue debt. During
recent years, the federal government and various governmental agencies have
taken a number of steps to strengthen the regulation of the financial services
market. In addition, governments around the world have developed their own plans
to provide stability and security in the credit markets and to ensure adequate
capital in certain financial institutions. Further, in response to the COVID-19
pandemic, the federal government has established a number of programs to provide
liquidity to the financial system that provides lending to states,
municipalities, and eligible businesses.

A summary of our major sources and uses of cash and cash equivalents for the years ended December 31, 2021, 2020 and 2019 is as follows:


                                                             Years Ended December 31                                $ Change
                                                                                                                                2020 vs.
                                                     2021              2020              2019            2021 vs. 2020            2019

Sources of Cash: Net cash provided by operating activities $ 8,364 $ 10,688 $ 6,061 $ (2,324) $ 4,627



Issuances of commercial paper and short- and
long-term debt, net of repayments                    2,719                 -              608                   2,719              (608)
Issuances of common stock under employee stock
plans                                                  203               176              187                      27               (11)
Other sources of cash, net                               -               315                -                    (315)              315
Total sources of cash                               11,286            11,179            6,856                     107             4,323
Uses of Cash:
Purchases of investments, net of proceeds from
sales, maturities, calls and redemptions            (4,056)           (3,433)          (1,919)                   (623)           (1,514)
Repurchase and retirement of common stock           (1,900)           (2,700)          (1,701)                    800              (999)

Purchases of subsidiaries, net of cash acquired (3,476) (1,976)

               -                  (1,500)           (1,976)
Purchases of property and equipment                 (1,087)           (1,021)          (1,077)                    (66)               56
Repayments of commercial paper and short- and
long-term debt, net of issuances                         -              (298)               -                     298              (298)
Cash dividends                                      (1,104)             (954)            (818)                   (150)             (136)
Other uses of cash, net                               (514)                -             (338)                   (514)              338
Total uses of cash                                 (12,137)          (10,382)          (5,853)                 (1,755)           (4,529)
Effect of foreign exchange rates on cash and cash
equivalents                                            (10)                7                -                     (17)                7
Net (decrease) increase in cash and cash
equivalents                                       $   (861)         $    804          $ 1,003          $       (1,665)         $   (199)


                                      -62-

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Liquidity-Year Ended December 31, 2021 Compared to Year Ended December 31, 2020



The decrease in cash provided by operating activities was primarily due to the
impact of working capital changes year-over-year, including an increase in
receivables and a decline in accounts payable and accrued expenses, partially
offset by higher net income in 2021.

Other significant changes in sources and uses of cash year-over-year included an
increase in net proceeds received from the issuance of commercial paper and
short-term and long-term debt, net of repayments and reduced amounts for the
repurchase and retirement of our common stock, partially offset by an increase
in cash paid for the purchases of subsidiaries, net of cash acquired.

Financial Condition



We maintained a strong financial condition and liquidity position, with
consolidated cash, cash equivalents and investments in fixed maturity and equity
securities of $33,660 at December 31, 2021. Since December 31, 2020, total cash,
cash equivalents and investments in fixed maturity and equity securities
increased by $2,365, primarily due to cash generated from operations. This
increase was partially offset by cash used for acquisitions, common stock
repurchases, purchases of property and equipment and cash dividends paid to
shareholders.

Many of our subsidiaries are subject to various government regulations that
restrict the timing and amount of dividends and other distributions that may be
paid to their respective parent companies. Certain accounting practices
prescribed by insurance regulatory authorities, or statutory accounting
practices, differ from GAAP. Changes that occur in statutory accounting
practices, if any, could impact our subsidiaries' future dividend capacity. In
addition, we have agreed to certain undertakings to regulatory authorities,
including the requirement to maintain certain capital levels in certain of our
subsidiaries.

At December 31, 2021, we held $1,194 of cash, cash equivalents and investments
at the parent company, which are available for general corporate use, including
investment in our businesses, acquisitions, potential future common stock
repurchases and dividends to shareholders, repurchases of debt securities and
debt and interest payments.

Periodically, we access capital markets and issue debt ("Notes") for long-term
borrowing purposes, for example, to refinance debt, to finance acquisitions or
for share repurchases. Certain of these Notes may have a call feature that
allows us to redeem the Notes at any time at our option and/or a put feature
that allows a Note holder to redeem the Notes upon the occurrence of both a
change in control event and a downgrade of the Notes below an investment grade
rating. For more information on our debt, including redemptions and issuances,
see Note 13, "Debt" of the Notes to Consolidated Financial Statements included
in Part II, Item 8 of this Annual Report on Form 10-K.

We calculate our consolidated debt-to-capital ratio, a non-GAAP measure, from
the amounts presented on our audited consolidated balance sheets included in
Part II, Item 8 of this Annual Report on Form 10-K. Our debt-to-capital ratio is
calculated as total debt divided by total debt plus total shareholders' equity.
Total debt is the sum of short-term borrowings, current portion of long-term
debt and long-term debt, less current portion. We believe our debt-to-capital
ratio assists investors and rating agencies in measuring our overall leverage
and additional borrowing capacity. In addition, our bank covenants include a
maximum debt-to-capital ratio that we cannot and did not exceed. Our
debt-to-capital ratio may not be comparable to similarly titled measures
reported by other companies. Our consolidated debt-to-capital ratio was 38.9%
and 37.6% as of December 31, 2021 and 2020, respectively.

Our senior debt is rated "A" by S&P Global, "BBB" by Fitch Ratings, Inc., "Baa2"
by Moody's Investor Service, Inc. and "bbb+" by AM Best Company, Inc. We intend
to maintain our senior debt investment grade ratings. If our credit ratings are
downgraded, our business, financial condition and results of operations could be
adversely impacted by limitations on future borrowings and a potential increase
in our borrowing costs.

Capital Resources

We have a shelf registration statement on file with the SEC to register an
unlimited amount of any combination of debt or equity securities in one or more
offerings. Specific information regarding terms and securities being offered
will be provided at the time of an offering. Proceeds from future offerings are
expected to be used for general corporate purposes,

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including, but not limited to, the repayment of debt, investments in or extensions of credit to our subsidiaries and the financing of possible acquisitions or business expansions.



We have a senior revolving credit facility (the "5-Year Facility") available in
the amount of $2,500 with a group of lenders for general corporate purposes. On
June 3, 2021, we terminated our 364-day senior revolving credit facility, which
was scheduled to mature in June 2021 (the "prior 364-Day Facility"), and entered
into a new 364-day senior revolving credit facility (the "new 364-Day Facility"
and together with the 5-Year Facility, the "Credit Facilities") with a group of
lenders for general corporate purposes. The new 364-Day Facility provides for
credit in the amount of $1,000 and matures in June 2022. Our ability to borrow
under these Credit Facilities is subject to compliance with certain covenants,
including covenants requiring us to maintain a defined debt-to-capital ratio of
not more than 60%, subject to increase in certain circumstances set forth in the
applicable credit agreement. We do not believe the restrictions contained in
these covenants materially affect our financial or operating flexibility. As of
December 31, 2021, we were in compliance with all of our debt covenants. There
were no amounts outstanding under the 5-Year Facility or the new 364-Day
Facility at December 31, 2021.

Through certain subsidiaries, we have entered into multiple 364-day lines of
credit (the "Subsidiary Credit Facilities") with separate lenders for general
corporate purposes. The Subsidiary Credit Facilities provide combined credit up
to $200. Our ability to borrow under the Subsidiary Credit Facilities is subject
to compliance with certain covenants. At December 31, 2021, we had no
outstanding borrowings under the Subsidiary Credit Facilities.

We have a $3,500 commercial paper program, the proceeds of which may be used for
general corporate purposes. Should commercial paper issuance be unavailable, we
have the ability to use a combination of cash on hand and/or our Credit
Facilities, which provide for combined credit in the amount of $3,500, to redeem
any outstanding commercial paper upon maturity. While there is no assurance in
the current economic environment, we believe the lenders participating in our
credit facilities, if market conditions allow, would be willing to provide
financing in accordance with their legal obligations. At December 31, 2021, we
had $300 outstanding under our commercial paper program.

We are a member, through certain subsidiaries, of the Federal Home Loan Bank of
Indianapolis, the Federal Home Loan Bank of Cincinnati, the Federal Home Loan
Bank of Atlanta and the Federal Home Loan Bank of New York, collectively (the
"FHLBs"). As a member, we have the ability to obtain short-term cash advances,
subject to certain minimum collateral requirements. At December 31, 2021, we had
$275 outstanding short-term borrowings from the FHLBs.

As discussed in "Financial Condition" above, many of our subsidiaries are
subject to various government regulations that restrict the timing and amount of
dividends and other distributions that may be paid. Based upon these
requirements, we currently estimate that approximately $3,000 of dividends will
be paid to the parent company during 2022. During 2021, we received $3,134 of
dividends from our subsidiaries.

In addition to regulations regarding the timing and amount of dividends, our
regulated subsidiaries' states of domicile have statutory risk-based capital
("RBC") requirements for health and other insurance companies and HMOs largely
based on the National Association of Insurance Commissioners ("NAIC") Risk-Based
Capital (RBC) For Health Organizations Model Act ("RBC Model Act"). These RBC
requirements are intended to measure capital adequacy, taking into account the
risk characteristics of an insurer's investments and products. The NAIC sets
forth the formula for calculating the RBC requirements, which are designed to
take into account asset risks, insurance risks, interest rate risks and other
relevant risks with respect to an individual insurance company's business. In
general, under the RBC Model Act, an insurance company must submit a report of
its RBC level to the state insurance department or insurance commissioner, as
appropriate, at the end of each calendar year. Our regulated subsidiaries'
respective RBC levels as of December 31, 2021, which was the most recent date
for which reporting was required, were in excess of all applicable mandatory RBC
requirements. In addition to exceeding these RBC requirements, we are in
compliance with the liquidity and capital requirements for a licensee of the
BCBSA and with the tangible net worth requirements applicable to certain of our
California subsidiaries. For additional information, see Note 22, "Statutory
Information," of the Notes to Consolidated Financial Statements included in Part
II, Item 8 of this Annual Report on Form 10-K.

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Future Sources and Uses of Liquidity

Short-Term Liquidity Requirements



As previously described, our cash disbursements result mainly from claims
payments, administrative expenses, taxes, purchases of investment securities,
interest expense, payments on borrowings, acquisitions, capital expenditures,
repurchases of our debt securities and common stock and the payment of cash
dividends. We believe cash on hand, operating cash receipts, investments and
amounts available under our commercial paper and Credit Facilities will be
adequate to fund our expected cash disbursements over the next twelve months.

Long-Term Liquidity Requirements

As of December 31, 2021, our long-term cash disbursements required under various contractual obligations and commitments were:

•Debt and interest expense: Future debt and estimated interest payments were $24,412, with $2,935 due within the next twelve months. For additional information, see Note 13 "Debt" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.



•Operating leases: We lease office space and certain computer equipment, for
which the future estimated payments were $1,092, with $211 due within the next
twelve months. For additional information, see Note 18 "Leases" of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K.

•Other liabilities: These liabilities primarily consist of future policy
reserves, projected other postretirement benefits, deferred compensation,
supplemental executive retirement plan liabilities and certain other
miscellaneous long-term obligations. Amounts due within twelve months were $29,
with $1,233 due in future periods. Estimated future payments for funded pension
benefits have been excluded from these numbers, as we had no funding
requirements under the Employee Retirement Income Security Act of 1974, as
amended, at December 31, 2021, as a result of the value of the assets in the
plans. In addition, gross liabilities for uncertain tax positions and interest
for which we cannot reasonably estimate the timing of the resolutions with the
respective taxing authorities have not been included. For further information,
see Note 8, "Income Taxes," of the Notes to Consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K.

•Purchase obligations: These obligations include estimated payments for future
services under contractual arrangements from third-party service vendors.
Amounts due within the next twelve months for these purchase obligations were
$886, while longer term payments were $5,048. For further information, see Note
14, "Commitments and Contingencies," of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

•Investment commitments: These include unfunded capital commitments for alternative investments and low-income housing tax credits. Estimated amounts due were $1,558, including $249 due within the next twelve months.



In addition to the contractual obligations and commitments discussed above, we
have a variety of other contractual agreements related to acquiring materials
and services used in our operations. However, we do not believe these other
agreements contain material noncancelable commitments.

We regularly review the appropriate use of capital, including acquisitions,
common stock and debt security repurchases and dividends to shareholders. The
declaration and payment of any dividends or repurchases of our common stock or
debt is at the discretion of our Board of Directors and depends upon our
financial condition, results of operations, future liquidity needs, regulatory
and capital requirements and other factors deemed relevant by our Board of
Directors.

On January 25, 2022, our Audit Committee declared a quarterly cash dividend to
shareholders of $1.28 per share on the outstanding shares of our common stock.
This quarterly dividend is payable on March 25, 2022 to the shareholders of
record as of March 10, 2022.

Under our Board of Directors' authorization, we maintain a common stock repurchase program. On January 26, 2021, our Audit Committee, pursuant to authorization granted by the Board of Directors, authorized a $5,000 increase to our common stock repurchase program. As of December 31, 2021, we had Board authorization of $4,192 to repurchase our common stock.


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We believe that funds from future operating cash flows, cash and investments and
funds available under our senior revolving credit facilities and/or from public
or private financing sources will be sufficient for future operations and
commitments, and for capital acquisitions and other strategic transactions.

We do not have any off-balance sheet derivative instruments, guarantee
transactions, agreements or other contractual arrangements or any
indemnification agreements that will require funding in future periods. We have
not transferred assets to an unconsolidated entity that serves as credit,
liquidity or market risk support to such entity. We do not hold any variable
interest in an unconsolidated entity where such entity provides us with
financing, liquidity, market risk or credit risk support. See Note 2 "Subsidiary
Transactions" of the Notes to Condensed Financial Statements included in Part
III, Item 15 of this Annual Report on Form 10-K for additional detail on the
Anthem, Inc. parent guarantees of certain subsidiaries.

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