Connecticut Insurance Department

PROPOSED ACQUISITION OF CONTROL - DOCKET # EX 15-119


In the Matter of:

PROPOSED ACQUISITION OF CONTROL OF
CIGNA ARBOR LIFE INSURANCE,
CIGNA HEALTH & LIFE INSURANCE COMPANY, CIGNA HEALTHCARE OF CONNECTICUT, INC. AND
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
BY
ANTHEM, INC.
DOCKET # EX 15-119


OVERVIEW

On September 22, 2015, ANTHEM, INC., (“Anthem”) , an Indiana corporation filed an application on Form A with the Connecticut Insurance Department (the “Department”) pursuant to Conn. Gen. Stat. §38a-130 and Conn. Agencies Regs. §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurers CIGNA ARBOR LIFE INSURANCE, CIGNA HEALTH & LIFE INSURANCE COMPANY, CIGNA HEALTHCARE OF CONNECTICUT, INC. AND CONNECTICUT GENERAL LIFE INSURANCE COMPANY, each an indirect wholly owned subsidiary of CIGNA CORPORATION (collectively “CIGNA”), a Delaware corporation. The Proposed Acquisition will be effected pursuant to the terms of the Agreement and Plan of Merger dated as of July 23, 2015, by and among Anthem, Inc., Anthem Merger Sub Corp, and CIGNA Corporation.

The value of the transaction is estimated to be approximately $54.2 billlion based on the closing price of Anthem’s common stock on May 28, 2015. The final value of the transaction will be determined based on Anthem’s closing stock price on the date of the closing of the proposed transaction. The combined company will reflect a pro forma equity ownership comprised of approximately 67% Anthem stockholders and 33% CIGNA stockholders.

Anthem has no current plans or proposals to reduce in any material respect the number of employees employed by the CIGNA companies.

The proposed transaction needs to be approved by 26 state insurance and managed care regulators and 10 international jurisdictions as well as undergo a federal anti-trust merger review. In Connecticut, the Insurance Commissioner (“Commissioner”), is required by Conn. Gen. Stat. §38a-132 and Conn. Agencies Regs. §38a-138-6 to hold a public hearing on the Proposed Acquisition of the Domestic Insurer within thirty days after the Commissioner determines that the Application is complete in all respects. When the Department determines that Application is complete, the Commissioner will issue a notice of public hearing to consider the Proposed Acquisition.



The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).

  1. Form A Submission Letter And Checklist – Dated September 22, 2015
  2. Form A Application
  3. Exhibit 1 Form A Application – Agreement And Plan Of Merger – Dated As Of July 23, 2015
  4. Exhibit 2 Form A Application – Pre-Merger Organizational Chart For The CIGNA Companies And Their Affiliates
  5. Exhibit 3 Form A Application – Pre-Merger Organizational Chart For Anthem And Its Affiliates
  6. Exhibit 4 Form A Application – Pro Forma Post-Merger Organizational Chart For Anthem And Its Affiliates
  7. Exhibit 5 Form A Application – Biographical Affidavits For The Directors And Executive Officers Of Anthem
  8. Exhibit 6 Form A Application – Commitment Letter
  9. Exhibit 7-A Form A Application – 2014 Summary Annual Report Of Anthem
  10. Exhibit 7-B Form A Application – 2013 Summary Annual Report Of Wellpoint
  11. Exhibit 7-C Form A Application – 2014 Annual Report Of CIGNA
  12. Exhibit 7-D Form A Application – 2013 Annual Report Of CIGNA
  13. Exhibit 8-A Form A Application – Annual Report On Form 10-K Of Anthem For The Year Ended December 31, 2014, filed with the Securities and Exchange Commission (includes audited financial statements for 2014 and 2013)
  14. Exhibit 8-B Form A Application – Annual Report On Form 10-K Of Wellpoint For The Year Ended December 31, 2013, filed with the Securities and Exchange Commission (includes audited financial statements for 2013 and 2012)
  15. Exhibit 8-C Form A Application – Annual Report On Form 10-K Of Wellpoint For The Year Ended December 31, 2012, filed with the Securities and Exchange Commission (includes audited financial statements for 2012 and 2011)
  16. Exhibit 8-D Form A Application – Annual Report On Form 10-K Of Wellpoint For The Year Ended December 31, 2011, filed with the Securities and Exchange Commission (includes audited financial statements for 2011 and 2010)
  17. Exhibit 9-A Form A Application – Quarterly Report On Form 10-Q Of Anthem For The Period Ended June 30, 2015, Filed With The Securities And Exchange Commission
  18. Exhibit 9-B Form A Application – Quarterly Report On Form 10-Q Of Anthem For The Period Ended March 31, 2015, Filed With The Securities And Exchange Commission
  19. Exhibit 10-A Form A Application – Current Report On Form 8-K Of Anthem Dated July 24, 2015, Filed With The Securities And Exchange Commission
  20. Exhibit 10-B Form A Application – Current Report On Form 8-K Of Anthem Dated July 27, 2015, Filed With The Securities And Exchange Commission
  21. Exhibit 11 Form A Application – Competitive Impact Analysis
  22. Exhibit 12 Form A Application – Form E Pre-Acquisition Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition by a Non-Domiciliary Insurer Doing Business in this State or by a Domestic Insurer – CONFIDENTIAL Pursuant to Conn. Gen. Stat. §38a-131[c]
  23. Exhibit 13 Form A Application – Three Year Pro Forma Financial Projections Of The CIGNA Companies



Amended and Restated Form-A and Supplemental Filings

  1. Amended And Restated Form-A Submission And Response Letter (Uploaded: 2/17/2016)
  2. Anthem - Amended And Restated Connecticut Form A Statement (Uploaded: 2/17/2016)
  3. Exhibit 2 - Cigna Pre-Merger Organization Chart (Revised) (Uploaded: 2/17/2016)
  4. Exhibit 3 - Anthem Pre-Merger Organization Chart (Uploaded: 2/17/2016)
  5. Exhibit 4 - Anthem Post-Merger Organization Chart (Revised) (Uploaded: 2/17/2016)
  6. Exhibit 9-C - Anthem 10-Q For The Period Ended September 30, 2015 (Uploaded: 2/17/2016)
  7. Exhibit 14.4 - Joinder Agreement To Commitment Letter (Uploaded: 2/17/2016)
  8. Exhibit 14.5 - Form S-4 Registration Stmt With Joint Proxy Filed With SEC On 10-28-15 (Uploaded: 2/17/2016)
  9. Exhibit 16-A - Cigna Arbor Life 2014 Annual Financial Stmt - State Pages (Uploaded: 2/17/2016)
  10. Exhibit 16-A - Cigna Arbor Life 2014 Annual Financial Stmt - Supplemental Pages (Uploaded: 2/17/2016)
  11. Exhibit 16-A - Cigna Arbor Life 2014 Annual Financial Statement (Uploaded: 2/17/2016)
  12. Exhibit 16-B - Cigna Arbor Life 2013 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  13. Exhibit 16-B - Cigna Arbor Life 2013 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  14. Exhibit 16-B - Cigna Arbor Life 2013 Annual Financial Statement (Uploaded: 2/17/2016)
  15. Exhibit 16-C - Cigna Arbor Life 2012 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  16. Exhibit 16-C - Cigna Arbor Life 2012 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  17. Exhibit 16-C - Cigna Arbor Life 2012 Annual Financial Statement (Uploaded: 2/17/2016)
  18. Exhibit 17-A - Cigna Health And Life 2014 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  19. Exhibit 17-A - Cigna Health And Life 2014 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  20. Exhibit 17-A - Cigna Health And Life 2014 Annual Financial Statement (Uploaded: 2/17/2016)
  21. Exhibit 17-B - Cigna Health And Life 2013 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  22. Exhibit 17-B - Cigna Health And Life 2013 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  23. Exhibit 17-B - Cigna Health And Life 2013 Annual Financial Statement (Uploaded: 2/17/2016)
  24. Exhibit 17-C - Cigna Health And Life 2012 Annual Financial Statement- State Pages (Uploaded: 2/17/2016)
  25. Exhibit 17-C - Cigna Health And Life 2012 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  26. Exhibit 17-C - Cigna Health And Life 2012 Annual Financial Statement (Uploaded: 2/17/2016)
  27. Exhibit 18-A - Cigna Healthcare Of CT 2014 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  28. Exhibit 18-A - Cigna Healthcare Of CT 2014 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  29. Exhibit 18-A - Cigna Healthcare Of CT 2014 Annual Financial Statement (Uploaded: 2/17/2016)
  30. Exhibit 18-B - Cigna Healthcare Of CT 2013 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  31. Exhibit 18-B - Cigna Healthcare Of CT 2013 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  32. Exhibit 18-B - Cigna Healthcare Of CT 2013 Annual Financial Statement (Uploaded: 2/17/2016)
  33. Exhibit 18-C - Cigna Healthcare Of CT 2012 Annual Financial Statement- State Pages (Uploaded: 2/17/2016)
  34. Exhibit 18-C - Cigna Healthcare Of CT 2012 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  35. Exhibit 18-C - Cigna Healthcare Of CT 2012 Annual Financial Statement (Uploaded: 2/17/2016)
  36. Exhibit 19-A - Connecticut Gen Life 2014 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  37. Exhibit 19-A - Connecticut Gen Life 2014 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  38. Exhibit 19-A - Connecticut Gen Life 2014 Annual Financial Statement (Uploaded: 2/17/2016)
  39. Exhibit 19-B - Connecticut Gen Life 2013 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  40. Exhibit 19-B - Connecticut Gen Life 2013 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  41. Exhibit 19-B - Connecticut Gen Life 2013 Annual Financial Statement (Uploaded: 2/17/2016)
  42. Exhibit 19-C - Connecticut Gen Life 2012 Annual Financial Statement - State Pages (Uploaded: 2/17/2016)
  43. Exhibit 19-C - Connecticut Gen Life 2012 Annual Financial Statement - Supplemental Pages (Uploaded: 2/17/2016)
  44. Exhibit 19-C - Connecticut Gen Life 2012 Annual Financial Statement (Uploaded: 2/17/2016)
  45. Exhibit 20 - Kenya (Uploaded: 2/17/2016)
  46. Exhibit 20 - New Zealand (Uploaded: 2/17/2016)
  47. Exhibit 20 - Other State Filings (Uploaded: 2/17/2016)
  48. BLACKLINE - Anthem Form A (Uploaded: 2/17/2016)
  49. Anthem - REDACTED Biographical Affidavit (Uploaded: 2/17/2016)
  50. Letter To Connecticut Insurance Department, With Exhibit 20: Filings For Guernsey, Turkey, And The United Kingdom. (Uploaded: 2/19/2016)



Amended and Restated Form-A follow-up Letters and Supplemental Filings

  1. Letter To Connecticut Insurance Department With Supplemental Filing Dated March 2, 2016 (Uploaded: 3/3/2016)
  2. Anthem 10-K For Year Ended December 31, 2015 (Uploaded: 3/3/2016)
  3. Anthem-Revised Competitive Impact Analysis (Uploaded: 3/3/2016)
  4. Revised Biographical Affidavits and Chart (Uploaded: 4/21/2016)
  5. Letter to Connecticut Insurance Department requesting confidentiality of unredacted biographical affidavits (Uploaded: 4/21/2016)
  6. Letter to Anthem, Inc. granting confidentiality of unredacted biographical affidavits (Uploaded: 4/21/2016)
  7. Letter to Connecticut Insurance Department with 10-Q for Anthem and Cigna for the quarterly period ended March 31, 2016 (Uploaded: 5/11/2016)
  8. 10-Q filing for Anthem for the period ended March 31, 2016 (Uploaded: 5/11/2016)
  9. 10-Q filing for Cigna for the period ended March 31, 2016 (Uploaded: 5/11/2016)
  10. Letter to Connecticut Insurance Department with 10-Q for Anthem and Cigna for the quarterly period ended June 30, 2016 (Uploaded: 8/8/2016)
  11. 10-Q filing for Anthem for the period ended June 30, 2016 (Uploaded: 8/8/2016)
  12. 10-Q filing for Cigna for the period ended June 30, 2016 (Uploaded: 8/8/2016)
  13. 10-Q Filing For Anthem For The Period Ended September 30, 2016 (Uploaded: 11/14/2016)
  14. 10-Q Filing For Cigna For The Period Ended September 30, 2016 (Uploaded: 11/14/2016)
  15. Cigna Healthcare Of Connecticut 2015 Supplemental Pages (Uploaded: 1/25/2017)
  16. Cigna Healthcare Of Connecticut 2015 State Pages (Uploaded: 1/25/2017)
  17. Cigna Healthcare Of Connecticut 2015 Annual Statement (Uploaded: 1/25/2017)
  18. Cigna Arbor Life Insurance Company 2015 Supplemental Pages (Uploaded: 1/25/2017)
  19. Cigna Arbor Life Insurance Company 2015 State Pages (Uploaded: 1/25/2017)
  20. Cigna Arbor Life Insurance Company 2015 Annual Statement (Uploaded: 1/25/2017)
  21. Cigna Health And Life Insurance Company 2015 Annual Statement (Uploaded: 1/25/2017)
  22. Cigna Health And Life Insurance Company 2015 State Pages (Uploaded: 1/25/2017)
  23. Cigna Health And Life Insurance Company 2015 Supplemental Pages (Uploaded: 1/25/2017)
  24. Connecticut General Life Insurance Company 2015 State Pages (Uploaded: 1/25/2017)
  25. Connecticut General Life Insurance Company 2015 Annual Statement (Uploaded: 1/25/2017)
  26. Connecticut General Life Insurance Company 2015 Supplemental Pages (Uploaded: 1/25/2017)
  27. 01/19/2017 Letter To K. Belfi Re Notification In Change In Officers (Uploaded: 1/25/2017)
  28. Anthem 8-K Re Merger Agreement Extension (1-19-17) (Uploaded: 1/25/2017)
  29. Letter To Connecticut Insurance Department With 8-K Filings And 2015 Cigna Annual Statements (Uploaded: 1/25/2017)
  30. Cigna 8-K Re Merger Agreement Extension (1-19-17) (Uploaded: 1/30/2017)
  31. Letter To Connecticut Insurance Department With Changes To Cigna Officers And Directors (Uploaded: 2/6/2017)