Form 11-K
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 11-K

 

(Mark One)

 

  x   ANNUAL REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year ended December 31, 2002

 

OR

 

  ¨   TRANSITION REPORT PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                          to                         

 

Commission file number: 001-16751

 


 

A. Full title of the plan and the address of the plan, if different

from that of the issuer named below:

 

EMPLOYEES’ 401(k) THRIFT PLAN

OF TRIGON INSURANCE COMPANY

 

B. Name of issuer of the securities held pursuant to the plan and the address

of its principal executive office:

 

Anthem, Inc.

120 Monument Circle

Indianapolis, IN 46204

 



Table of Contents

REQUIRED INFORMATION

 

The Employees’ 401(k) Thrift Plan of Trigon Insurance Company, or Plan, is subject to the Employee Retirement Income Security Act of 1974, or ERISA. In lieu of the requirements of Items 1-3 of Form 11-K, the financial statements of the Plan and the supplemental schedule have been prepared in accordance with the financial reporting requirements of ERISA and are presented herein.

 

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Table of Contents

EMPLOYEES’ 401(k) THRIFT PLAN OF TRIGON INSURANCE COMPANY

 

Financial Statements and Schedule

 

December 31, 2002 and 2001 and for the

 

Year Ended December 31, 2002

 

With Report of Independent Auditors

 

2


Table of Contents

EMPLOYEES’ 401(k) THRIFT PLAN OF TRIGON INSURANCE COMPANY

 

Financial Statements and Schedule

 

December 31, 2002 and 2001 and for the

Year Ended December 31, 2002

 

Contents

 

     Page

Reports of Independent Auditors

   4

Audited Financial Statements:

    

Statements of Net Assets Available for Benefits

   6

Statement of Changes in Net Assets Available for Benefits

   7

Notes to Financial Statements

   8

Schedule:

    

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) – December 31, 2002

   14

 

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Table of Contents

Report of Independent Auditors

 

To the Administrative Committee of the

Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

We have audited the accompanying statements of net assets available for benefits of the Employees’ 401(k) Thrift Plan of Trigon Insurance Company (the “Plan”) as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Other auditors were engaged to audit the financial statements of the Plan for the year ended December 31, 2001. Their report, dated June 21, 2002, expressed an unqualified opinion on those statements.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2002, and changes in its net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States.

 

Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/    ERNST & YOUNG LLP

 

Indianapolis, Indiana

June 18, 2003

 

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Independent Auditors’ Report

 

Employees’ 401(k) Thrift Plan of Trigon Insurance Company

Administrative Committee:

 

We have audited the accompanying statement of net assets available for benefits of the Employees’ 401(k) Thrift Plan of Trigon Insurance Company (Plan) as of December 31, 2001. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Employees’ 401(k) Thrift Plan of Trigon Insurance Company as of December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

 

/s/    KPMG LLP

 

Richmond, Virginia

June 21, 2002

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Statements of Net Assets Available for Benefits

 

     December 31

     2002

   2001

Assets

             

Investments, at fair value

   $ 194,931,946    $ 196,081,630

Accrued investment income receivable

     152,104      158,198
    

  

Total assets

     195,084,050      196,239,828
    

  

Liabilities

             

Due to broker for securities purchased

     108,368      347,960

Accrued liabilities

     82,944      62,546
    

  

Total liabilities

     191,312      410,506
    

  

Net assets available for benefits

   $ 194,892,738    $ 195,829,322
    

  

 

 

See accompanying notes.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2002

 

Additions

        

Investment income

   $ 3,005,952  

Contributions:

        

Participant

     14,132,552  

Employer

     7,603,392  
    


Total additions

     24,741,896  
          

Deductions

        

Benefit payments and withdrawals

     13,689,242  

Net depreciation in fair value of investments

     11,191,753  

Administrative expenses

     797,485  
    


Total deductions

     25,678,480  
    


Net decrease

     (936,584 )

Net assets available for benefits at beginning of year

     195,829,322  
    


Net assets available for benefits at end of year

   $ 194,892,738  
    


 

See accompanying notes.

 

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Table of Contents

Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements

 

December 31, 2002

 

1. Description of the Plan

 

General

 

The Employees’ 401(k) Thrift Plan of Trigon Insurance Company (the “Plan”) is a defined contribution plan covering substantially all employees of Anthem Health Plans of Virginia, Inc., formerly Trigon Insurance Company, (the “Company”) and its covered affiliates (“Employer”). Employees are eligible to participate in the Plan on their first day of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), and the financial statements are prepared in accordance with such provisions.

 

On July 31, 2002, Trigon Healthcare, Inc. (“Trigon Healthcare”), the Company’s parent, and Anthem, Inc. (“Anthem”) completed the merger pursuant to which Trigon Healthcare was merged into a wholly-owned subsidiary of Anthem and subsequently changed its name to Anthem Southeast, Inc. (“Anthem Southeast”). The Company changed its name to Anthem Health Plans of Virginia, Inc. and remained a wholly-owned subsidiary of Anthem Southeast. In accordance with the merger agreement, Trigon Healthcare’s shareholders, including Participants’ balances in the Plan’s Trigon Stock Fund investment option, received $30 in cash and 1.062 shares of Anthem common stock for each share of Trigon Healthcare Class A common stock outstanding. The $30 per share received by Participants in the Trigon Stock Fund was reinvested in Anthem common stock. Following the merger, the Trigon Stock Fund became the Anthem Stock Fund.

 

Participant Accounts

 

Individual accounts are maintained by the Plan for each eligible employee (“Participant”) to reflect the employee’s contributions, Employer matching contributions and distributions and withdrawals, as well as the Participant’s share of the Plan’s income, including gains and losses, and related administrative expenses. The benefit to which a Participant is entitled is the benefit that can be provided from the Participant’s account.

 

Contributions

 

Effective January 1, 2002, Participants may make voluntary pre-tax contributions to the Plan in whole percentage amounts ranging from 1% to 50% of their compensation through periodic payroll deductions. Prior to January 1, 2002, voluntary pre-tax contributions to the Plan were limited to 16% of compensation. Contributions are limited by applicable Internal Revenue Service (“IRS”) guidelines.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participant contributions may be divided among the Plan’s individual investment funds, in whole percentage amounts, based on the Participant’s election. The Employer is obligated under the matching provision of the Plan to contribute each pay period an amount equal to 50% of the contributions of each Participant in the Plan which do not exceed 6% of each Participant’s compensation for such pay period. These Employer contributions are invested in the investment options directed by the Participants. The Employer’s contribution related to any individual Participant is limited in total under the provisions of Section 404(a) of the Internal Revenue Code (the “Code”).

 

Effective April 1, 2002, Participants reaching age 50 or older during 2002 may elect to contribute an additional amount of up to $1,000 to their account. Known as a “catch-up contribution,” it enables Participants to save additional funds, beyond the regular IRS limits, as they near retirement. Individuals turning age 50 and over each calendar year will be able to make additional catch-up contributions according to IRS dollar limits. Catch-up contributions are not eligible for Company matching contributions.

 

The Plan permits the Employer, in its complete discretion, to declare a profit sharing matching contribution. The discretionary contribution is equal to a percentage of the Participant’s voluntary contribution for which an Employer matching contribution was made. To be eligible to receive the discretionary profit sharing matching contribution, a Participant must be an employee of the Employer on the last day of the plan year for which the discretionary profit sharing matching contribution is made. The discretionary profit sharing matching contribution is made in cash and invested in the Anthem Stock Fund. Participants are permitted to reallocate the profit sharing balances in the Anthem Stock Fund to any other investment option at any time. Prior to April 1, 2002, the discretionary profit sharing matching contribution was a non Participant-directed contribution that was invested solely in the Trigon Stock Fund. The Employer made discretionary contributions of $2,923,538 and $2,692,980 during 2002 and 2001, respectively, for eligible Participant contributions made in the previous year.

 

Participant contributions, as shown in the accompanying statement of changes in net assets available for benefits, include amounts rolled over into the Plan from other qualified plans totaling $1,287,332 for the year ended December 31, 2002.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Investment Options

 

Investment options of the Plan consist of nine investment funds, including the Anthem Stock Fund. Participants are permitted to change investment options daily. Each investment fund is divided into units of participation, which are calculated daily by the recordkeeper. The daily value of each unit is determined by dividing the total fair market value of all assets in each fund by the total number of units in that fund. Under provisions of the Plan, interest and dividend income and net appreciation (depreciation) of fair value of investments (net of administrative expenses paid by the Plan) are allocated to each Participant’s account based on the change in unit value for each investment fund in which the Participant has an account balance.

 

Vesting

 

Participants are immediately vested in their contributions and actual earnings thereon. Participants of the Plan become fully vested in the Employer’s contributions upon death, disability, or retirement, after thirty-six months of service with the Employer or any other Blue Cross and/or Blue Shield organization. In accordance with provisions of the Plan, any portion of the Employer’s contributions that has not vested at the time of a Participant’s termination of employment shall be forfeited by the Participant and applied to reduce future Employer contributions to the Plan. As of December 31, 2002 and 2001, forfeited nonvested accounts totaled $137,285 and $84,420, respectively. During 2002 and 2001, Employer contributions were reduced by $98,000 and $174,000, respectively, from forfeited nonvested accounts.

 

Distributions

 

Plan distributions are recorded when paid. The Plan prescribes numerous distribution options upon termination of employment, including retirement. Participants receive their vested amounts in a lump sum distribution or may elect to receive their vested amounts in specified periodic installments upon retirement, death or disability. Upon termination of employment prior to age 55, a Participant may elect to receive vested amounts greater than $5,000 either as a lump sum distribution or defer receipt until no later than age 70 ½. In addition, Participants age 55 and older may also elect to receive their vested amounts in specified periodic installments. Vested amounts of $5,000 or less are distributed in a lump sum distribution. Any Participant amounts invested in the Anthem Stock Fund may be distributed in whole shares of Anthem common stock (Trigon common stock prior to July 31, 2002) plus cash for fractional shares, or entirely in cash as elected by the Participants. Upon death, payments are made to the Participant’s beneficiary in the form of a lump sum payment unless installment payments have commenced, in which case, the beneficiary may continue to receive distributions under the same installment method.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participants who are current employees of the Employer may request to withdraw all or a portion of their pre-tax contributions in the event of financial hardship, subject to limitations imposed by federal law and approval by the Plan’s Administrative Committee.

 

Participant Loans

 

A Participant may request a loan for any reason, in amounts not less than $1,000, or more than the lesser of $50,000 or 50 percent of the Participant’s vested account balance. Loans are repayable in accordance with terms established by the Plan. The interest rate charged on any loan is fixed at the date of application at The Wall Street Journal prime rate as of the second to last business day of the preceding month, plus 1 percent.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Employer’s board of directors has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the Participants will become fully vested in their accounts.

 

Administration of the Plan

 

The Plan is administered by the Administrative Committee, which is appointed by the Company. The assets of the Plan are held in trust under an agreement with The Northern Trust Company (the “Trustee”). Recordkeeping services are provided by ADP Retirement Services.

 

Participants should refer to the plan document or summary plan description for a more complete description of the Plan’s provisions.

 

2. Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared on the accrual basis of accounting. Accordingly, contributions to the Plan and interest and dividend income are recognized as earned and realized gains and losses and net unrealized appreciation (depreciation) of fair value of investments are recognized as they occur. Plan benefit distributions and withdrawals are recognized when paid.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements (continued)

 

2. Significant Accounting Policies (continued)

 

Investments

 

The Plan’s investments are stated at fair value based upon quoted market prices as determined by the Trustee. Loans to Participants are valued at the balance of amounts due from Participants plus accrued interest income thereon, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Realized gains and losses are computed on an average cost basis.

 

Administrative Expenses

 

Investment expenses and certain expenses incurred in connection with the administration of the Plan, such as trustee and recordkeeping expenses, are paid out of the investment assets of each fund. The Company provides certain administrative services at no cost to the Plan and pays for certain other administrative costs of the Plan.

 

Use of Estimates

 

The preparation of financial statements requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

3. Investments

 

Investments that represent 5% or more of fair value of the Plan’s net assets available for benefits as of December 31 are as follows:

 

     2002

   2001

Short-Term Fixed Income Fund – PIMCO Short-Term Fund

   $ 37,610,709    $ 34,487,251

Bond Fund – PIMCO Total Return Fund

     14,436,617      —  

S&P 500 Equity Index Fund – Vanguard Institutional Index Fund

     14,578,495      17,334,093

Domestic Equity Fund – Clipper Fund Inc. Common Stock, Open End Fund

     43,693,010      47,798,021

Anthem, Inc. common stock

     33,312,343      —  

Trigon Healthcare, Inc. common stock

     —        26,049,098

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Notes to Financial Statements (continued)

 

3. Investments (continued)

 

During the year ended December 31, 2002, the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) as follows:

 

Common stocks

   $ (6,676,500 )

Mutual funds

     (9,621,358 )

Anthem, Inc. common stock

     5,106,105  
    


     $ (11,191,753 )
    


 

4. Income Tax Status

 

The Plan has received a determination letter dated August 14, 2002 from the IRS stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

 

5. Related Party Transactions

 

As of December 31, 2002, the Plan owned 529,608 shares of Anthem common stock with a cost basis of $24,070,889 and a fair value of $33,312,343. During 2002, 259,819 shares of common stock were purchased at a total cost of $18,055,680 and 125,811 shares, with a cost of $5,960,842, were sold for $10,781,832. Further during 2002, 595 shares were delivered to Participants who elected to receive their distributions in shares of common stock and the Plan received 21,118 shares of Anthem common stock related to the merger with Anthem. The foregoing transactions represent Trigon common stock through July 31, 2002 and Anthem common stock for the balance of the year.

 

As of December 31, 2001, the Plan owned 375,077 shares of Trigon common stock with a cost basis of $17,120,823 and a fair value of $26,049,098. During 2001, 190,421 shares of Trigon common stock were purchased at a total cost of $11,438,358 and 133,854 shares, with a cost of $5,754,564, were sold for $8,199,880. Further during 2001, 1,319 shares were delivered to Participants who elected to receive their distributions in shares of common stock.

 

6. Subsequent Event

 

On February 20, 2003, the Company made a discretionary profit sharing matching contribution of $3,290,641, which will be directed to each of the eligible Participants as of December 31, 2002.

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

 

December 31, 2002

 

EIN: 54-0357120

Plan Number: 002

 

Identity of issue, borrower, lessor or similar party


   Description of investment
including maturity date, rate
of interest, collateral, par or
maturity value


   Current
Value


Corporate Stock-Common:

           

BROOKS AUTOMATION

   6,300 shares    $ 72,198

CROWN HLDGS INC

   41,500 shares      329,925

MOORE WALLACE INC

   29,200 shares      265,720

4 KIDS ENTMT INC

   11,900 shares      262,752

AAIPHARMA INC

   20,000 shares      280,400

ACTUANT CORP

   4,900 shares      227,605

AIRGAS INC

   21,400 shares      369,150

ALLIANCE GAMING CORP

   17,800 shares      303,134

AMC ENTMT INC

   28,100 shares      248,685

ANTEON INTL CORP

   5,500 shares      132,000

ANTHEM INC *

   529,608 shares      33,312,343

APPLEBEES INTL INC

   6,500 shares      150,742

AR BEST CORP

   12,400 shares      322,164

ASM INTL N V

   24,500 shares      316,050

ATWOOD OCEANICS INC

   4,700 shares      141,470

AUTODESK INC

   19,300 shares      275,990

BORLAND SOFTWARE CORP

   25,200 shares      309,960

CAL DIVE INTL INC

   9,400 shares      220,900

CHARLES RIV LAB INTL INC

   8,400 shares      323,232

CIMA LABS INC

   8,500 shares      205,624

CITRIX SYS INC

   29,500 shares      363,440

CLAIRES STORES INC

   11,600 shares      256,012

COGNOS INC

   13,200 shares      309,540

COHERENT INC

   4,700 shares      93,765

 

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Table of Contents

Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year) (continued)

 

December 31, 2002

 

EIN: 54-0357120

Plan Number: 002

 

Identity of issue, borrower, lessor or similar party


   Description of investment
Including maturity date, rate
of interest, collateral, par or
maturity value


   Current
Value


COLE KENNETH PRODTNS INC

   5,300 shares    $ 107,590

COVANCE INC

   15,200 shares      373,768

CREDENCE SYS CORP

   13,400 shares      125,022

CTI MOLECULAR IMAGING INC

   13,100 shares      323,046

CUBIC CORP

   16,000 shares      294,880

CUMULUS MEDIA INC

   16,400 shares      243,868

CYBERONICS INC

   16,600 shares      305,440

CYMER INC

   3,600 shares      116,100

DELTA & PINE LD CO

   19,100 shares      389,831

DORAL FINL CORP

   5,600 shares      160,160

DRS TECHNOLOGIES INC

   9,200 shares      288,236

E W BANCORP INC

   12,200 shares      440,176

EDO CORP

   8,700 shares      180,786

EDWARDS J D & CO

   24,700 shares      278,616

ELECTRO SCIENTIFIC INDS INC

   9,400 shares      188,000

EMMIS COMMUNICATIONS CORP

   11,300 shares      235,379

EON LABS INC

   13,500 shares      255,285

GENESIS MICROCHIP INC

   15,800 shares      206,190

GNT PRIDECO INC

   30,400 shares      353,856

GRACO INC

   14,600 shares      418,290

GTECH HLDGS CORP

   15,000 shares      417,900

GYMBOREE CORP

   7,000 shares      111,020

HEADWATERS INC

   14,900 shares      231,099

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year) (continued)

 

December 31, 2002

 

EIN: 54-0357120

Plan Number: 002

 

Identity of issue, borrower, lessor or similar party


   Description of investment
including maturity date, rate
of interest, collateral, par or
maturity value


   Current
Value


HILB ROGAL & HAMILTON CO

   5,400 shares    $ 220,860

HUNT J B TRANS SVCS INC

   15,300 shares      448,290

HYPERION SOLUTIONS CORP

   10,300 shares      264,401

ICOS CORP

   12,500 shares      292,625

ICU MED INC

   8,400 shares      313,320

IDEXX LABS INC

   13,400 shares      440,190

IMPATH INC

   7,000 shares      138,040

INTER TEL INC

   12,700 shares      265,557

KULICKE & SOFFA INDS INC

   54,500 shares      311,740

LA Z BOY INC

   7,500 shares      179,850

LANDRYS RESTAURANTS INC

   15,200 shares      322,848

LENNOX INTL INC

   9,900 shares      124,245

LOUISIANA-PACIFIC CORP

   38,500 shares      310,310

MEDICIS PHARMACEUTICAL CORP

   6,100 shares      302,987

MERCURY COMPUTER SYS INC

   12,400 shares      378,448

NEUROCRINE BIOSCIENCES INC

   6,200 shares      283,092

NEWFIELD EXPL CO

   12,800 shares      461,440

NEXTEL PARTNERS INC

   45,500 shares      276,185

ODYSSEY HEALTHCARE INC

   4,500 shares      156,150

OSHKOSH TRUCK CORP

   5,500 shares      338,250

OSI PHARMACEUTICALS INC

   17,500 shares      287,000

PACIFICARE HLTH SYS INC

   4,100 shares      115,210

PATTERSON-UTI ENERGY INC

   7,200 shares      217,224

PETCO ANIMAL SUPPLIES INC

   8,200 shares      192,200

PHARMACEUTICAL PROD DEV INC

   17,800 shares      521,005

PINNACLE SYS INC

   22,800 shares      310,308

PREMCOR INC

   14,700 shares      326,781

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year) (continued)

 

December 31, 2002

 

EIN: 54-0357120

Plan Number: 002

 

Identity of issue, borrower, lessor or similar party


   Description of investment
including maturity date, rate
of interest, collateral, par or
maturity value


   Current
Value


PRG-SCHULTZ INTL INC

   35,900 shares    $ 319,510

PRIDE INTL INC

   1,400 shares      20,860

REEBOK INTL

   9,000 shares      264,600

REGIS CORP MINN

   5,900 shares      153,341

SERENA SOFTWARE INC

   20,700 shares      326,853

SICOR INC

   21,800 shares      345,530

SKYWEST INC

   17,800 shares      232,646

SKYWORKS SOLUTIONS INC

   32,300 shares      278,426

SPANISH BROADCASTING SYS INC

   23,800 shares      171,360

STA CASINOS INC

   13,100 shares      231,870

STATEN IS BANCORP INC

   16,700 shares      336,338

STERICYCLE INC

   3,500 shares      113,327

STERIS CORP

   6,200 shares      150,350

STONE ENERGY CORP

   10,600 shares      353,616

TELEDYNE TECHNOLOGIES INC

   22,000 shares      344,960

TIMBERLAND CO

   8,200 shares      292,002

TITAN CORP

   9,600 shares      99,840

TORO CO

   4,000 shares      255,600

TUESDAY MORNING CORP

   16,200 shares      277,020

UCBH HLDGS INC

   13,100 shares      556,095

VARCO INTL INC

   20,800 shares      361,920

VARIAN SEMICONDUCTOR EQUIPMENT ASSOCS INC

   8,900 shares      211,473

 

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Employees’ 401(k) Thrift Plan of Trigon Insurance Company

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year) (continued)

 

December 31, 2002

 

EIN: 54-0357120

Plan Number: 002

 

Identity of issue, borrower, lessor or similar party


  

Description of investment
including maturity date, rate

of interest, collateral, par or

maturity value


  Current
Value


VERIDIAN CORP

   13,300 shares       $ 283,822

VERITY INC

   26,200 shares         350,844

WEBEX INC

   21,100 shares         316,500

WINNEBAGO INDS INC

   3,200 shares         125,536

YANKEE CANDLE CO

   17,000 shares         272,000

ZORAN CORP

   19,500 shares         274,365
        

Total corporate stock-common

         60,256,499

Mutual funds:

          

CAPITAL GUARDIAN GLOBAL EQUITY FUND

   224,511 shares         2,467,376

CAPITAL GUARDIAN INTERNATIONAL NON-US EQUITY FUND

   373,345 shares         8,008,249

CLIPPER FUND INC COMMON STOCK FUND

   576,958 shares         43,693,010

PIMCO TOTAL RETURN FUND

   1,353,010 shares         14,436,617

PIMCO SHORT TERM FUND

   3,764,836 shares         37,610,709

VANGUARD INSTITUTIONAL INDEX FUND

   181,212 shares         14,578,495

VANGUARD TREASURY MONEY MARKET FUND

   6,546,307 shares         6,546,307
        

Total mutual funds

         127,340,763

COLTV Short-term Investment Fund *

   Short-term investment accounts with
interest rates of 1.44% to 2.30%
    2,275,375

Participant loans *

   Interest rates of 5.25% to 10.50%
with maturities to January 11, 2013
    5,059,309
        

Total assets held for investment purposes

       $ 194,931,946
        

 

*   Party-in-interest

 

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Table of Contents

SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Employees’  

401(k) Thrift Plan of Trigon Insurance Company has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EMPLOYEES’ 401(K) THRIFT PLAN OF TRIGON INSURANCE COMPANY

 

By:

 

/s/    J. DAVID BRITTINGHAM        


    J. David Brittingham
Chairman of the Administrative Committee
of the Employees’ 401(k) Thrift Plan of
Trigon Insurance Company

 

Date: June 27, 2003

 

EXHIBIT INDEX

 

Exhibit
Number


  

Description


23.1   

Consent of Ernst & Young LLP

23.2   

Consent of KPMG LLP

99

  

Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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