Bond Anthemia Corp 2.875% ( US036752AL74 ) in USD

Anthemia Corp

95.333 % ▲

United States

US036752AL74 ( in USD )

2.875% per year ( payment 1 time a year)

15/09/2029

Prospectus brochure of the bond Anthem Inc US036752AL74 en USD 2.875%, maturity 15/09/2029

1 000 USD

825 000 000 USD

036752AL7

A ( Upper medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/03/2026 ( In 132 days )

Anthem, Inc. is a leading health benefits company offering a range of health insurance products and services to individuals, employers, and government entities.

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US036752AL74, pays a coupon of 2.875% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/09/2029

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US036752AL74, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US036752AL74, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d777406d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221824
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price
Registration Fee (1)(2)
2.375% Notes due 2025

$850,000,000

$103,020.00
2.875% Notes due 2029

$825,000,000

$99,990.00
3.700% Notes due 2049

$825,000,000

$99,990.00

(1)
Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act").
(2)
Pursuant to Rule 457(p) under the Securities Act, the $155,527.33 remaining of the filing fee previously paid with respect to 136,751,595 unsold
securities registered pursuant to a Registration Statement on Form S-4 (File No. 333-207218) filed by Anthem, Inc. on October 1, 2015, the offering
of which has been terminated, is being carried over, of which the full $155,527.33 is offset against the entire registration fee due for this offering. As
a result, following this offering no amount remains available under the foregoing Registration Statement for future filing fees. A registration fee of
$147,472.67 has been paid with respect to this offering.
Table of Contents
PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2017)
$ 2 ,5 0 0 ,0 0 0 ,0 0 0

$ 8 5 0 ,0 0 0 ,0 0 0 2 .3 7 5 % N ot e s due 2 0 2 5
$ 8 2 5 ,0 0 0 ,0 0 0 2 .8 7 5 % N ot e s due 2 0 2 9
$ 8 2 5 ,0 0 0 ,0 0 0 3 .7 0 0 % N ot e s due 2 0 4 9
The 2.375% Notes due 2025, which we refer to as the 2025 notes, will mature on January 15, 2025, the 2.875% Notes due 2029, which we refer
to as the 2029 notes, will mature on September 15, 2029 and the 3.700% Notes due 2049, which we refer to as the 2049 notes, will mature on
September 15, 2049. We refer to the 2025 notes, the 2029 notes and the 2049 notes collectively as the notes.
We will pay interest on the 2025 notes on January 15 and July 15 of each year, commencing January 15, 2020. We will pay interest on the 2029
notes and the 2049 notes on March 15 and September 15 of each year, commencing March 15, 2020. We may redeem the notes of any series, in whole
at any time, or in part from time to time, at the applicable redemption prices discussed under the caption "Description of the Notes--Optional
Redemption." If we experience a change of control triggering event and have not otherwise elected to redeem the notes, we will be required to offer to
repurchase the notes from holders as described under the caption "Description of the Notes--Repurchase Upon a Change of Control."
The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and unsubordinated indebtedness
from time to time outstanding. We do not intend to list the notes on any national securities exchange.
I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-5 of t his
prospe c t us supple m e nt .

Proc e e ds,
Public
Be fore
Offe ring
U nde rw rit ing
Ex pe nse s, t o

Pric e (1 )

Disc ount

Ant he m

Per 2025 note

99.912%

0.350%

99.562%
2025 notes total

$ 849,252,000
$
2,975,000
$ 846,277,000
Per 2029 note

99.879%

0.450%

99.429%
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
2029 notes total

$ 824,001,750
$
3,712,500
$ 820,289,250
Per 2049 note

99.389%

0.875%

98.514%
2049 notes total

$ 819,959,250
$
7,218,750
$ 812,740,500

Total

$2,493,213,000
$ 13,906,250
$2,479,306,750

(1)
Plus accrued interest, if any, from September 9, 2019, if settlement occurs after that date.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is t rut hful or c om ple t e .
Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New
York on or about September 9, 2019, which will be the third business day following the date of the pricing of the notes (such settlement being referred to
as "T+3"). See "Underwriting."
Joint Book-Running Managers

BofA M e rrill Lync h
Goldm a n Sa c hs & Co. LLC
J .P. M orga n
Ba rc la ys

M orga n St a nle y

We lls Fa rgo Se c urit ie s
(2029 Notes)

(2049 Notes)

(2025 Notes)
Senior Co-Managers

Cit igroup

De ut sc he Ba nk Se c urit ie s

M izuho Se c urit ie s
RBC Ca pit a l M a rk e t s

SunT rust Robinson H um phre y
U S Ba nc orp
Junior Co-Managers

Fift h T hird Se c urit ie s
H SBC

PN C Ca pit a l M a rk e t s LLC
U BS I nve st m e nt Ba nk
The date of this prospectus is September 4, 2019.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS

S-II
SUMMARY

S-1
RISK FACTORS

S-5
USE OF PROCEEDS

S-8
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

S-9
DESCRIPTION OF THE NOTES

S-11
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-17
UNDERWRITING

S-21
LEGAL MATTERS

S-26
EXPERTS

S-26
WHERE YOU CAN FIND MORE INFORMATION

S-27
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-28
Prospectus

ABOUT THIS PROSPECTUS

1
CAUTIONARY NOTE REGARDING FORWARD -LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

2
OUR COMPANY

3
RISK FACTORS

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
4
DESCRIPTION OF THE DEBT SECURITIES

5
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
DESCRIPTION OF THE PREFERRED STOCK

18
DESCRIPTION OF THE COMMON STOCK

19
DESCRIPTION OF THE DEPOSITARY SHARES

22
DESCRIPTION OF THE WARRANTS

26
DESCRIPTION OF THE RIGHTS

27
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

28
PLAN OF DISTRIBUTION

29
VALIDITY OF THE SECURITIES

31
EXPERTS

31

In this prospectus supplement, "we," "us," "our," and "Anthem" refer to Anthem, Inc. or Anthem, Inc. and its direct and indirect subsidiaries, as the
context requires.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission (the "SEC"). We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are
not, making an offer to sell the notes in any jurisdiction where the offer and sale is not permitted. You should not assume that the information contained in
this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date
other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

S-i
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, contain certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our views
about future events and financial performance and are generally not historical facts. Words such as "expect," "feel," "believe," "will," "may," "should,"
"anticipate," "intend," "estimate," "project," "forecast," "plan" and similar expressions are intended to identify forward-looking statements. These
statements include, but are not limited to: financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain
risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from
those expressed in, or implied or projected by, the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. You are also urged to carefully review and consider the various risks and other disclosures discussed in our
reports filed with the SEC from time to time, which attempt to advise interested parties of the factors that affect our business, including "Risk Factors" set
forth in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2018 and our reports filed with the SEC from time to time.
Except to the extent otherwise required by federal securities laws, we do not undertake any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof. These risks and uncertainties include, but are not limited to: the impact of federal and state regulation,
including ongoing changes in the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended,
or collectively, the ACA, and the ultimate outcome of legal challenges to the ACA; trends in healthcare costs and utilization rates; our ability to contract
with providers on cost-effective and competitive terms; our ability to secure sufficient premium rates including regulatory approval for and implementation
of such rates; competitive pressures and our ability to adapt to changes in the industry and develop and implement strategic growth opportunities; reduced
enrollment; unauthorized disclosure of member or employee sensitive or confidential information, including the impact and outcome of any investigations,
inquiries, claims and litigation related thereto; risks and uncertainties regarding Medicare and Medicaid programs, including those related to
non-compliance with the complex regulations imposed thereon; our ability to maintain and achieve improvement in Centers for Medicare and Medicaid
Services, or CMS, Star ratings and other quality scores and funding risks with respect to revenue received from participation therein; a negative change in
our healthcare product mix; costs and other liabilities associated with litigation, government investigations, audits or reviews; the ultimate outcome of
litigation between Cigna Corporation, or Cigna, and us related to the merger agreement between the parties, including our claim for damages against
Cigna, Cigna's claim for payment of a termination fee and other damages against us, and the potential for such litigation to cause us to incur substantial
costs, materially distract management and negatively impact our reputation and financial condition; non-compliance by any party with the pharmacy
benefit management services agreements between us and each of Express Scripts, Inc., or Express Scripts, and CaremarkPCS Health, L.L.C., or CVS
Health, as well as any agreements governing the transition of pharmacy benefit management services provided to us from Express Scripts to CVS Health,
which could result in financial penalties, our inability to meet customer demands and sanctions imposed by governmental entities, including CMS; medical
malpractice or professional liability claims or other risks related to healthcare services and pharmacy benefit management services provided by our
subsidiaries; possible restrictions in the payment of dividends from our subsidiaries and increases in required minimum levels of capital; our ability to
repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other
considerations; the potential negative effect from our substantial amount of outstanding indebtedness; a downgrade in our financial strength ratings; the
effects of any negative publicity related to the health benefits industry in general or us in particular; failure to effectively maintain and modernize our
information systems; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; large scale medical emergencies,
such as future public health epidemics and catastrophes; general risks associated with mergers, acquisitions, joint ventures and strategic alliances; possible
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets;

S-ii
Table of Contents
changes in economic and market conditions, as well as regulations that may negatively affect our liquidity and investment portfolios; changes in U.S. tax
laws; intense competition to attract and retain employees; and various laws and provisions in our governing documents that may prevent or discourage
takeovers and business combinations.

S-iii
Table of Contents
SUMMARY
The following summary may not contain all of the information that may be important to you. You should read the entire prospectus supplement
and the accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, before making an investment decision.
Our Company
We are one of the largest health benefits companies in the United States in terms of medical membership, serving approximately 41 million
medical members through our affiliated health plans as of June 30, 2019. We are an independent licensee of the Blue Cross and Blue Shield
Association, 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, or 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. We also conduct business through arrangements with other
BCBS licensees. Through our subsidiaries, we serve customers in numerous states across the country as America's 1st Choice, Amerigroup, Aspire
Health, CareMore, Freedom Health, HealthLink, HealthSun, Optimum HealthCare, Simply Healthcare and/or Unicare. Also, beginning with the
second quarter of 2019, we provide pharmacy benefits management services through our IngenioRx subsidiary. We are licensed to conduct insurance
operations in all 50 states and the District of Columbia through our subsidiaries.
Anthem is incorporated under the laws of the State of Indiana. Our principal executive offices are located at 220 Virginia Avenue, Indianapolis,
Indiana 46204 and our telephone number is (800) 331-1476. We maintain a website at www.antheminc.com where general information about us is
available. We are not incorporating the contents of the website into this prospectus supplement or the accompanying prospectus.
If you would like to find more information about us, please see the sections entitled "Where You Can Find More Information" and
"Incorporation of Certain Documents by Reference" in this prospectus supplement.

S-1
Table of Contents
The Offering

Issuer
Anthem, Inc.
Securities Offered
$850,000,000 aggregate principal amount of 2.375% notes due 2025.
$825,000,000 aggregate principal amount of 2.875% notes due 2029.
$825,000,000 aggregate principal amount of 3.700% notes due 2049.
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
Maturity Dates
For the 2025 notes, January 15, 2025.
For the 2029 notes, September 15, 2029.
For the 2049 notes, September 15, 2049.
Interest Payment Dates
For the 2025 notes, January 15 and July 15, commencing January 15, 2020.
For the 2029 notes and the 2049 notes, March 15 and September 15, commencing March 15,
2020.
Optional Redemption
Prior to (i) with respect to the 2025 notes, December 15, 2024 (one month prior to the
maturity date of such notes), (ii) with respect to the 2029 notes, June 15, 2029 (three months
prior to the maturity date of such notes) and (iii) with respect to the 2049 notes, March 15,
2049 (six months prior to the maturity date of such notes) (each such date, a "Par Call
Date"), such series of notes may be redeemed at our option, at any time in whole or from
time to time in part, on at least 10 days', but no more than 60 days', prior written notice
mailed to the registered holders of the notes to be redeemed, at a redemption price equal to
the greater of:

(1) 100% of the aggregate principal amount of the notes being redeemed, and
(2) the sum of the present values of the Remaining Scheduled Payments (as defined
below) of the applicable notes to be redeemed (assuming that such notes matured on
their applicable Par Call Date) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 20 basis points in the case of the 2025 notes, 25 basis

points in the case of the 2029 notes and 30 basis points in the case of the 2049 notes,
plus accrued and unpaid interest on the applicable notes to the date of redemption. See
"Description of the Notes--Optional Redemption ."
On or after the applicable Par Call Date for the 2025 notes, the 2029 notes or the 2049 notes,
the notes of such series are redeemable at our option, in whole at any time or in part from
time to time, at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest on the principal amount of such notes being
redeemed to such redemption date. See "Description of the Notes--Optional Redemption ."

S-2
Table of Contents
Repurchase Upon Change of Control
Unless we have exercised our right to redeem the 2025 notes, the 2029 notes and the 2049
notes in full, upon the occurrence of both (1) a change of control of us and (2) a downgrade
of a series of notes below an investment grade rating by each of Moody's Investors Service,
Inc., S&P Global Ratings and Fitch Ratings, Inc. within a specified period, we will be
required to make an offer to purchase all of the notes of such series at a price in cash equal
to 101% of the principal amount of such notes, plus any accrued and unpaid interest to the
date of repurchase. See "Description of the Notes--Repurchase Upon a Change of Control ."
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with
all of our current and future unsecured and unsubordinated indebtedness, including any
borrowings under our senior credit facility, and senior to all of our future subordinated debt.
The notes will effectively rank junior to any of our future secured indebtedness to the extent
of the value of the assets securing such indebtedness. The notes will not be guaranteed by
any of our subsidiaries and will therefore be effectively subordinated to all existing and
future liabilities of our subsidiaries. The indenture does not restrict our ability or the ability
of our subsidiaries to incur other indebtedness. As of June 30, 2019, we had approximately
$19.3 billion of indebtedness outstanding, of which approximately $1.0 billion consisted of
indebtedness of our subsidiaries and approximately $0.7 billion was secured debt.
Sinking Fund
None.
Form and Denomination of Notes
The notes of each series will initially be represented by one or more global notes which will
be deposited with a custodian for, and registered in the name of a nominee of The Depository
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
Trust Company ("DTC"). Indirect holders trading their beneficial interests in the global
notes through DTC must trade in DTC's same-day funds settlement system and pay in
immediately available funds. The notes may only be withdrawn from DTC in the limited
situations described in the accompanying prospectus under the caption "Description of the
Debt Securities--Global Notes, Delivery and Form." The notes of each series will be issued
in minimum denominations of $1,000 or an integral multiple thereof.
Use of Proceeds
We estimate that the net proceeds of this offering, after deducting the underwriting discount
and estimated offering expenses payable by us, will be approximately $2,473,259,750. We
intend to use the net proceeds from this offering for working capital and for general
corporate purposes, including, but not limited to, the repurchase of our common stock
pursuant to our share repurchase program, repayment of short-term and long-term debt and
to fund acquisitions. See "Use of Proceeds."

S-3
Table of Contents
Further Issues
We may from time to time, without the consent of the holders of the notes, create and issue
additional notes having substantially the same terms and conditions, other than the offering
price, original interest accrual date and/or the initial interest payment date, as the 2025 notes,
the 2029 notes or the 2049 notes, in each case, so that such issue shall be consolidated and
form a single series with the outstanding 2025 notes, 2029 notes or 2049 notes offered
hereby; provided that if such additional notes are not fungible with such notes for U.S.
federal income tax purposes, the additional notes will have a separate CUSIP number.
Trustee, Registrar and Paying Agent
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
See "Risk Factors" before considering an investment in any of the notes.

S-4
Table of Contents
RISK FACTORS
In considering whether to invest in any of the notes, you should carefully consider all of the information contained in or incorporated by reference in
this prospectus supplement and the accompanying prospectus. In particular, you should consider the risk factors described in our periodic reports filed
with the SEC, including those set forth under the caption "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the year ended
December 31, 2018, which is incorporated by reference in this prospectus supplement, as well as the additional risks described below. If any of the risks
actually occur, our business, financial condition or results of operations could suffer. In that event, we may be unable to meet our obligations under the
notes and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or those currently viewed by us to be
immaterial may also materially and adversely affect us.
Risks Relating to the Notes
As of June 30, 2019, we had indebtedness outstanding of approximately $19.3 billion and expect to incur additional indebtedness in the future. As a
holding company, we will not be able to repay our indebtedness except through dividends from subsidiaries, some of which are restricted in their ability
to pay such dividends under applicable insurance law and undertakings. Such indebtedness could also adversely affect our ability to pursue desirable
business opportunities.
As of June 30, 2019, we had indebtedness outstanding of approximately $19.3 billion and had available borrowing capacity of approximately
$2.5 billion under our senior revolving credit facility, which expires on June 6, 2024, and borrowing capacity of approximately $1.0 billion under our
364-day senior revolving credit facility, which expires on June 6, 2020. We also expect to incur additional indebtedness in the future. The terms of the
indenture under which the notes are issued do not prohibit us or our subsidiaries from incurring additional indebtedness. Our debt service obligations will
require us to use a portion of our cash flow to pay interest and principal on debt instead of for other corporate purposes, including funding future
expansion. If our cash flow and capital resources are insufficient to service our debt obligations, we may be forced to seek extraordinary dividends from
our subsidiaries, sell assets, seek additional equity or debt capital or restructure our debt. However, these measures might be unsuccessful or inadequate in
permitting us to meet scheduled debt service obligations.
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
As a holding company, we have no operations and are dependent on dividends from our subsidiaries for cash to fund our debt service and other
corporate needs. Our subsidiaries are separate legal entities. Furthermore, our subsidiaries are not obligated to make funds available to us, and creditors of
our subsidiaries will have a superior claim to certain of our subsidiaries' assets. State insurance laws restrict the ability of our regulated subsidiaries to pay
dividends, and in some states we have made special undertakings that may limit the ability of our regulated subsidiaries to pay dividends. In addition, our
subsidiaries' ability to make any payments to us will also depend on their earnings, the terms of their indebtedness, business and tax considerations and
other legal restrictions. We cannot assure you that our subsidiaries will be able to pay dividends or otherwise contribute or distribute funds to us in an
amount sufficient to pay the principal of or interest on the indebtedness owed by us. Indebtedness could also limit our ability to pursue desirable business
opportunities, and may affect our ability to maintain an investment grade rating for our indebtedness.
We may also incur future debt obligations that might subject us to restrictive covenants that could affect our financial and operational flexibility. Our
breach or failure to comply with any of these covenants could result in a default under our credit agreements. If we default under our credit agreements, the
lenders could cease to make further extensions of credit or cause all of our outstanding debt obligations under our credit agreements to become immediately
due and payable, together with accrued and unpaid interest. If the indebtedness under the notes or our credit agreements is accelerated, we may be unable
to repay or finance the amounts due.

S-5
Table of Contents
The notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets.
The notes are not secured by any of our assets. The terms of the indenture permit us to incur secured debt. If we become insolvent or are liquidated,
or if payment under any of the agreements governing our secured debt is accelerated, the lenders under our secured debt agreements will be entitled to
exercise the remedies available to a secured lender under applicable law and pursuant to agreements governing that debt. Accordingly, the lenders will have
a prior claim on our assets. In that event, because the notes are not secured by any of our assets, it is possible that there will be no assets remaining from
which claims of the holders of notes can be satisfied or, if any assets remain, the remaining assets might be insufficient to satisfy those claims in full. As of
June 30, 2019, we had approximately $0.7 billion of secured debt outstanding.
The notes are effectively subordinated to the indebtedness of our subsidiaries.
Because we operate as a holding company, our right to participate in any distribution of assets of any subsidiary upon that subsidiary's dissolution,
winding-up, liquidation, reorganization or otherwise (and thus the ability of the holders of the notes to participate indirectly from the distribution) is subject
to the prior claims of the creditors of that subsidiary, except to the extent that we are a creditor of the subsidiary and our claims are recognized. Therefore,
the notes are effectively subordinated to all indebtedness and other obligations of our subsidiaries. Our subsidiaries are separate legal entities and have no
obligations to pay, or make funds available for the payment of, any amounts due on the notes. The indenture governing the notes does not prohibit or limit
the incurrence of indebtedness and other liabilities by us or our subsidiaries. The incurrence of additional indebtedness and other liabilities by us or our
subsidiaries could adversely affect our ability to pay obligations on the notes. As of June 30, 2019, we had approximately $19.3 billion of indebtedness
outstanding, of which approximately $1.0 billion consisted of indebtedness of our subsidiaries.
We may not be able to satisfy our obligations to repurchase the notes upon the occurrence of both a change of control and downgrades of the notes.
Unless we have exercised our right to redeem the 2025 notes, the 2029 notes and the 2049 notes in full, upon the occurrence of both (1) a change of
control of us and (2) a downgrade of a series of notes below an investment grade rating by each of Moody's Investors Service, Inc., S&P Global Ratings
and Fitch Ratings, Inc. within a specified period, which we refer to as a change of control triggering event, we will be required to make an offer to
purchase all of the notes of such series at a price in cash equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest to the
date of repurchase. The source of funds for any purchase of our debt securities, including the notes, will be our available cash or cash generated from our
operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control
triggering event because we may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and
repay our other indebtedness that will become due, if any. We may require additional financing from third parties to fund any such purchases, and we
cannot assure you that we would be able to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the notes may be limited by
applicable law. See "Description of the Notes--Repurchase Upon a Change of Control. " As a result of our potential obligations to repurchase the notes and
other indebtedness, we may have to avoid certain change of control transactions that would otherwise be beneficial to us and our shareholders.
There are currently no trading markets for the notes, and active public trading markets for the notes may not develop or, if any markets develop, may
not be maintained. The failure of active liquid trading markets for the notes to develop or be maintained is likely to adversely affect the market prices
and liquidity of the notes.
The notes are new issues of securities, and there are currently no existing trading markets for the notes. We do not intend to apply for listing of the
notes of any series on any securities exchange. Although the underwriters have advised us that they intend to make a market in the notes, they are not
obligated to do so and may

S-6
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
Table of Contents
discontinue any market-making at any time without notice. Accordingly, active trading markets may not develop for the notes and, even if any markets
develop, may not be maintained. If active trading markets for the notes do not develop or are not maintained, the market prices and liquidity of the notes
are likely to be adversely affected, and holders may not be able to sell their notes at desired times and prices or at all. If any of the notes are traded after
their purchase, they may trade at a discount from their purchase prices.
The liquidity of the trading markets, if any, and future trading prices of the notes will depend on many factors, including, among other things,
prevailing interest rates, our financial condition, results of operations, business, prospects and credit quality, and those of comparable entities, the market
for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in any of these factors, some of which are
beyond our control. In addition, market volatility or events or developments in the credit markets could materially and adversely affect the market value of
the notes, regardless of our financial condition, results of operations, business, prospects or credit quality.

S-7
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from the offering of the notes will be approximately $2,473,259,750, after deducting the underwriting discounts
and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and for general corporate purposes,
including, but not limited to, the repurchase of our common stock pursuant to our share repurchase program, repayment of short-term and long-term debt
and to fund acquisitions.

S-8
Table of Contents
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
The following table summarizes our financial information. We prepared this information using our unaudited consolidated financial statements for
the six-month periods ended June 30, 2019 and 2018, and our audited consolidated financial statements for each of the years in the five-year period ended
December 31, 2018, which have been audited by Ernst & Young LLP. You should read this information in conjunction with our unaudited and audited
consolidated financial statements and notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, and our Annual Report on Form 10-K for the year ended December 31, 2018, each of
which is incorporated herein by reference. See "Where You Can Find More Information" on page S-26 of this prospectus supplement. In our opinion, the
selected financial data for the six-month periods ended June 30, 2019 and 2018, include all adjustments, consisting of only normal recurring adjustments,
necessary for a fair statement of that data. These selected consolidated historical financial data do not necessarily indicate the results to be expected in the
future.

As of and for the Six

Months Ended June 30,

As of and for the Year Ended December 31,

2019
2018(1)

2018(1)

2017(1)

2016

2015(1)

2014(2)

(dollars in millions, except where indicated and except per share data)

Income Statement Data

Total operating revenue(3)
$ 49,565 $
45,057 $91,341 $89,061 $84,194 $78,405 $73,022
Total revenue
50,132
45,481 92,105 90,040 84,863 79,157 73,874
Income from continuing operations

2,690
2,366 3,750 3,843 2,470 2,560 2,560
Net income

2,690
2,366 3,750 3,843 2,470 2,560 2,570
Per Share Data

Basic net income per share--continuing operations
$ 10.47 $
9.20 $ 14.53 $ 14.70 $
9.39 $
9.73 $
9.28
Diluted net income per share--continuing operations

10.28
8.97 14.19 14.35
9.21
9.38
8.96
Dividends per share

1.60
1.50
3.00
2.70
2.60
2.50
1.75
Other Data (unaudited)

Benefit expense ratio(4)

85.6%
82.5%
84.2%
86.4%
84.8%
83.3%
83.1%
Selling, general and administrative expense ratio(5)

13.0%
15.2%
15.3%
14.2%
14.9%
16.0%
16.1%
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
Income from continuing operations before income taxes as
a percentage of total revenue

6.8%
7.2%
5.5%
4.4%
5.4%
5.9%
5.9%
Net income as a percentage of total revenue

5.4%
5.2%
4.1%
4.3%
2.9%
3.2%
3.5%
Medical membership (in thousands)
40,852
39,561 39,938 40,299 39,940 38,599 37,499
Balance Sheet Data

Cash and investments(6)
$ 25,235 $
24,719 $22,639 $25,179 $23,263 $21,065 $22,062
Total assets
75,851
74,367 71,571 70,540 65,083 61,718 61,676
Long-term debt, less current portion
17,436
17,515 17,217 17,382 14,359 15,325 14,020
Total liabilities
45,058
45,642 43,030 44,037 39,982 38,673 37,425
Total shareholders' equity
30,793
28,725 28,541 26,503 25,101 23,045 24,251

(1)
The net assets of and results of operations for America's 1st Choice, HealthSun HealthPlans, Inc. and Simply Healthcare Holdings, Inc. are included
from their respective acquisition dates of February 15, 2018, December 21, 2017 and February 17, 2015, respectively.
(2)
The operating results of 1-800 CONTACTS, Inc. are reported as discontinued operations at December 31, 2014 as a result of the divestiture
completed on January 31, 2014. Included in net income for the year ended December 31, 2014 is income from discontinued operations, net of tax, of
$10.

S-9
Table of Contents
(3)
Operating revenue is obtained by adding premiums, administrative fees and other revenue.
(4)
Benefit expense ratio represents benefit expense as a percentage of premium revenue.
(5)
The selling, general and administrative expense ratio represents selling, general and administrative expenses as a percentage of total operating
revenue.
(6)
Cash and investments is obtained by adding cash and cash equivalents, current and long-term fixed maturity securities and current and long-term
equity securities.

S-10
Table of Contents
DESCRIPTION OF THE NOTES
The Notes Will Be Issued Under the Indenture
We will issue $850,000,000 initial aggregate principal amount of 2.375% notes due 2025, $825,000,000 initial aggregate principal amount of 2.875%
notes due 2029 and $825,000,000 initial aggregate principal amount of 3.700% notes due 2049.
The notes will be issued under a senior note indenture dated as of November 21, 2017 between us and The Bank of New York Mellon Trust
Company, N.A., as trustee. The trustee has two main roles. First, the trustee can enforce your rights against us if we default; however, there are some
limitations on the extent to which the trustee acts on your behalf. Second, the trustee performs administrative functions for us, such as sending you interest
payments (as our paying agent), transferring your notes to a new buyer if you sell them (as our registrar) and sending you notices.
The indenture and the notes contain the full legal text of the matters described in this section. We have filed a copy of the indenture with the SEC as
an exhibit to our Current Report on Form 8-K filed on November 21, 2017. The indenture and the notes are governed by New York law.
Because this section is a summary, it does not describe every aspect of the notes and the indenture. This description is subject to, and qualified in its
entirety by, all the provisions of the indenture, including definitions of certain terms used in the indenture. For example, in this section we use capitalized
words to signify defined terms that have been given special meaning in the indenture. We describe the meaning for only the more important terms. We
urge you to read the indenture and the notes because they, and not this description, define your rights as a holder of the notes.
Terms of the Notes
The 2025 notes will mature on January 15, 2025, the 2029 notes will mature on September 15, 2029 and the 2049 notes will mature on September
15, 2049. The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. No sinking fund will be provided with respect to the notes. The notes will not be convertible or exchangeable
for other securities or property. No additional amounts will be payable with respect to the notes.
Each series of notes will be issued in fully registered form only, in minimum denominations of $1,000 or an integral multiple thereof. Each series of
https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

424B5
notes will be issued in the form of one or more Global Securities, without coupons, which will be deposited initially with, or on behalf of, DTC.
We will pay interest on the 2025 notes from September 9, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2020. Interest on the 2025 notes will be paid to the
persons in whose names the notes are registered at the close of business on January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding the relevant Interest Payment Date. Interest on the 2025 notes will be computed on the basis of a 360-day year of twelve 30-day months.
We will pay interest on the 2029 notes and the 2049 notes from September 9, 2019 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2020. Interest on the
2029 notes and the 2049 notes will be paid to the persons in whose names the notes are registered at the close of business on March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest on the 2029 notes and the 2049 notes will
be computed on the basis of a 360-day year of twelve 30-day months.

S-11
Table of Contents
If any Interest Payment Date or date of maturity of principal of the notes falls on a day that is not a Business Day, then payment of interest or
principal may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date, and no interest will accrue for
the period after such nominal date.
Optional Redemption
Prior to (i) with respect to the 2025 notes, December 15, 2024 (one month prior to the maturity date of such notes), (ii) with respect to the 2029
notes, June 15, 2029 (three months prior to the maturity date of such notes) and (iii) with respect to the 2049 notes, March 15, 2049 (six months prior to the
maturity date of such notes) (each such date, a "Par Call Date"), the applicable series of notes may be redeemed at our option, at any time in whole or from
time to time in part, on at least 10 days', but no more than 60 days', prior written notice mailed to the registered holders of the notes to be redeemed, at a
redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the
Remaining Scheduled Payments (as defined below) of the applicable notes to be redeemed (assuming that such notes matured on their applicable Par Call
Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 20 basis points in the case of the 2025 notes, 25 basis points in the case of the 2029 notes and 30 basis points in the case of the 2049
notes, plus, in each case, accrued and unpaid interest on the applicable notes to the redemption date.
On or after the applicable Par Call Date, the notes of the applicable series are redeemable at our option, in whole at any time or in part from time to
time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of
such notes being redeemed to such redemption date.
For purposes of the foregoing discussion of the applicable optional redemption provisions, the following definitions are applicable:
"Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed by us as of the
second Business Day immediately preceding that redemption date, of the applicable Comparable Treasury Issue, assuming a price for such Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the applicable notes to be redeemed (assuming that such notes matured on their applicable Par Call Date) that would
be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the applicable notes to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average as determined by us of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if we obtain fewer than
four Reference Treasury Dealer Quotations, the average of all of such quotations.
"Independent Investment Banker" means the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means any of BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and their respective
successors, or if at any time any of the above is not a primary U.S. Government securities dealer, any other nationally recognized investment banking firm
selected by us that is a primary U.S. Government securities dealer, as well as three other nationally recognized investment banking firms selected by us that
are primary U.S. Government securities dealers.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by us, of the bid and asked prices for the applicable Comparable

https://www.sec.gov/Archives/edgar/data/1156039/000119312519239070/d777406d424b5.htm[9/6/2019 10:54:52 AM]

Document Outline

#1">
- #1">