Obligation Anthemia Corp 3.125% ( US036752AM57 ) en USD

Anthemia Corp

100 % ▲

Etas-Unis

US036752AM57 ( en USD )

3.125% par an ( paiement semestriel )

15/05/2050

Prospectus brochure de l'obligation Anthem Inc US036752AM57 en USD 3.125%, échéance 15/05/2050

1 000 USD

1 000 000 000 USD

036752AM5

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 130 jours )

Anthem Inc. est une société américaine de soins de santé gérant des régimes d'assurance maladie et des programmes de prestations de santé pour des millions de personnes à travers les États-Unis, offrant des services aux employeurs, aux particuliers et aux gouvernements.

L'Obligation émise par Anthemia Corp ( Etas-Unis ) , en USD, avec le code ISIN US036752AM57, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2050

L'Obligation émise par Anthemia Corp ( Etas-Unis ) , en USD, avec le code ISIN US036752AM57, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anthemia Corp ( Etas-Unis ) , en USD, avec le code ISIN US036752AM57, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d921752d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
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)
2.375% Notes due 2025

$400,000,000

$51,920.00
2.250% Notes due 2030

$1,100,000,000

$142,780.00
3.125% Notes due 2050

$1,000,000,000

$129,800.00

(1)
Calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act").
Table of Contents
PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2017)
$ 2 ,5 0 0 ,0 0 0 ,0 0 0

$ 4 0 0 ,0 0 0 ,0 0 0 2 .3 7 5 % N ot e s due 2 0 2 5
$ 1 ,1 0 0 ,0 0 0 ,0 0 0 2 .2 5 0 % N ot e s due 2 0 3 0
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 3 .1 2 5 % N ot e s due 2 0 5 0
The 2.375% Notes due 2025, which we refer to as the 2025 notes, will mature on January 15, 2025, the 2.250% Notes due 2030, which we refer to as the
2030 notes, will mature on May 15, 2030 and the 3.125% Notes due 2050, which we refer to as the 2050 notes, will mature on May 15, 2050. We refer to the 2025
notes, the 2030 notes and the 2050 notes collectively as the notes.
The 2025 notes offered hereby constitute an additional issuance of our 2.375% notes due 2025, of which $850,000,000 aggregate principal amount was issued
on September 9, 2019 (the "existing 2025 Notes"). The 2025 notes offered hereby will form a single series with, and have the same terms as, the existing 2025 Notes
(other than the initial offering price and the issue date). Upon settlement, the 2025 notes offered hereby will have the same CUSIP number and will trade
interchangeably with the existing 2025 Notes. Immediately after giving effect to the issuance of the additional 2025 notes offered hereby, we will have
$1,250,000,000 aggregate principal amount of 2.375% notes due 2025 outstanding.
We will pay interest on the 2025 notes on January 15 and July 15 of each year, commencing July 15, 2020. We will pay interest on the 2030 notes and the
2050 notes on May 15 and November 15 of each year, commencing November 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

102.801%

0.350%

102.451%
2025 notes total

$ 411,204,000
$
1,400,000
$ 409,804,000
Per 2030 note

99.625%

0.450%

99.175%
2030 notes total

$1,095,875,000
$
4,950,000
$1,090,925,000
Per 2050 note

99.748%

0.875%

98.873%
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
2050 notes total

$ 997,480,000
$
8,750,000
$ 988,730,000

Total

$2,504,559,000
$ 15,100,000
$2,489,459,000

(1)
For the 2025 notes, plus interest deemed to have accrued from January 15, 2020 to, but excluding, the settlement date for the 2025 notes, in the amount of $2,902,778, which will be paid by
the purchasers of the 2025 notes. For the 2030 notes and the 2050 notes, plus accrued interest, if any, from May 5, 2020, 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 May 5,
2020, 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 Se c urit ie s
We lls Fa rgo Se c urit ie s

De ut sc he Ba nk Se c urit ie s

Cit igroup

U S Ba nc orp
(2025 notes and 2050 notes)

(2030 notes)
Senior Co-Managers

Ba rc la ys

Cre dit Suisse

Goldm a n Sa c hs & Co. LLC
J .P. M orga n

M izuho Se c urit ie s

M orga n St a nle y
PN C Ca pit a l M a rk e t s LLC

SunT rust Robinson H um phre y
Junior Co-Managers

Fift h T hird Se c urit ie s

U BS I nve st m e nt Ba nk

The date of this prospectus is April 30, 2020.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS

S-ii
SUMMARY

S-1
RISK FACTORS

S-5
USE OF PROCEEDS

S-9
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

S-10
DESCRIPTION OF THE NOTES

S-12
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-18
UNDERWRITING

S-23
LEGAL MATTERS

S-28
EXPERTS

S-28
WHERE YOU CAN FIND MORE INFORMATION

S-29
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-30
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
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
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
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, 2019, "Risk Factors" set forth in Item 1A of Part II of our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 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 large scale medical emergencies, such as public health
epidemics and pandemics, including COVID-19, and catastrophes; trends in healthcare costs and utilization rates; our ability to secure sufficient premium
rates, including regulatory approval for and implementation of such rates; 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; changes in economic and market conditions, as well as regulations that may negatively affect our
liquidity and investment portfolios; our ability to contract with providers on cost-effective and competitive terms; 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 and us related to the merger
agreement between the parties and the potential for such litigation to cause us to incur substantial additional costs, including potential settlement and
judgment costs; risks and uncertainties related to our pharmacy benefit management, or PBM, business, including non-compliance by any party with the
PBM services agreement between us and CaremarkPCS Health, L.L.C.; medical malpractice or professional liability claims or other risks related to
healthcare and PBM services provided by our subsidiaries; general risks associated with mergers, acquisitions, joint ventures and strategic alliances;
possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; 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
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
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; the impact of international laws and regulations; 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-ii
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 42 million
medical members through our affiliated health plans as of March 31, 2020. 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 as well as other strategic partners. Through our subsidiaries, we also serve customers in numerous states across the country as AIM
Specialty Health, Amerigroup, Aspire Health, Beacon Health, CareMore, Freedom Health, HealthLink, HealthSun, Optimum HealthCare, Simply
Healthcare, and/or UniCare. Also, in the second quarter of 2019, we began providing PBM 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
$400,000,000 aggregate principal amount of 2.375% notes due 2025.
$1,100,000,000 aggregate principal amount of 2.250% notes due 2030.
$1,000,000,000 aggregate principal amount of 3.125% notes due 2050.
Maturity Dates
For the 2025 notes, January 15, 2025.
For the 2030 notes, May 15, 2030.
For the 2050 notes, May 15, 2050.
Interest Payment Dates
For the 2025 notes, January 15 and July 15, commencing July 15, 2020. For the 2030 notes
and the 2050 notes, May 15 and November 15 commencing November 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 2030 notes, February 15, 2030 (three
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
months prior to the maturity date of such notes) and (iii) with respect to the 2050 notes,
November 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, 30 basis

points in the case of the 2030 notes and 30 basis points in the case of the 2050 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 2030 notes or the 2050 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

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 March 31, 2020, we had approximately
$21.7 billion of indebtedness outstanding, of which approximately $1.1 billion consisted of
indebtedness of our subsidiaries and approximately $0.8 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
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 $2,483,022,000. 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
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
Table of Contents
Qualified Reopening
The additional 2025 notes offered hereby will be issued as a "qualified reopening" of our
existing 2025 Notes for U.S. federal income tax purposes. See "Material United States
Federal Income Tax Considerations."
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 2030 notes or the 2050 notes, in each case, so that such issue shall be consolidated and
form a single series with the outstanding 2025 notes, 2030 notes or 2050 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, 2019 and in Item 1A of Part II of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are 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 Our Business
The outbreak of the coronavirus ("COVID-19") pandemic and measures taken to prevent its spread are adversely affecting our business in a number of
ways, and we are unable to predict the full extent of those impacts on our business, cash flows, financial condition and results of operations, but the
impact could be material.
The ongoing COVID-19 pandemic has caused illness, deaths, quarantines, business and school shutdowns, reductions in business activity, travel and
financial transactions, unemployment, labor shortages, supply chain interruptions and overall economic and financial market instability, and it underscores,
and may heighten, certain risks we face in our business, including those discussed in our Annual Report on Form 10-K for the year ended December 31,
2019.
We are closely monitoring developments related to the COVID-19 pandemic to assess its ongoing impact on our business. While we expect the impacts of
COVID-19, and the actions taken to contain its spread or address its impacts, to have an adverse effect on our business, cash flows, financial condition and
results of operations, the extent of those impacts will depend on future developments, which are highly uncertain and cannot be predicted at this time,
including, but not limited to, the transmission rate, duration and spread of the outbreak, its severity, the extent and effectiveness of the actions taken to
contain the spread of the virus and address its impacts, and how quickly and to what extent normal economic and operating conditions can resume. Factors
that could negatively impact our ability to operate successfully during or following the COVID-19 pandemic, or that could otherwise significantly
adversely impact and disrupt our business, cash flows, financial condition and results of operations include, but are not limited to, the following:

· Increased healthcare costs due to higher utilization rates of medical facilities and services, medical expenses and other increases in associated

hospital and pharmaceutical costs. We have begun to offer our members expanded benefit coverage, such as providing full coverage for
COVID-19 testing and treatment, and governmental action has required, and may continue to require, us to provide additional coverage.

· A reduction in enrollment in our health benefits and pharmacy benefit management products and services, or a change in membership mix to

less profitable lines of business, as a result of reductions in workforce by existing customers and other impacts of an economic downturn.

· Cash flow volatility or shortfalls caused by an increase in delayed, delinquent or non-collectable payments from customers and government

payers.

https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
· Reductions in our operating effectiveness as our employees work from home or otherwise are impacted by COVID-19. We have transitioned

nearly all of our employee population to a remote work environment in an effort to mitigate the spread of COVID-19, which may exacerbate
certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other

S-5
Table of Contents
cybersecurity attacks and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential

information about us, our members or other third parties.

· Disruptions in our normal business operations due to disruptions in public and private infrastructure, including communications, financial

services and supply chains.

· Loss of functionality due to the disruption of services provided to us by third-party vendors, including as a result of financial difficulties

experienced by such vendors and the impact of vendor employees working from home or otherwise being impacted by COVID-19.

· Increased cost of capital and limited ability to access the capital markets due to disruption and volatility in global financial markets or a

downgrade in our credit rating.

· A further decrease in the value of our investments, which may result in additional losses charged to income.

· An increase in our effective income tax rate due to the impacts of COVID-19 on our income and other factors described above, and the non-tax

deductibility of the Health Insurance Provider Fee.
Risks Relating to the Notes
As of March 31, 2020, we had indebtedness outstanding of approximately $21.7 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 March 31, 2020, we had indebtedness outstanding of approximately $21.7 billion and had available borrowing capacity of approximately
$2.2 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 4, 2020. In the second quarter of 2020, we expect to extend the term of our 364-day senior
revolving credit facility to expire on June 3, 2021. 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.
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

S-6
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
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
March 31, 2020, we had approximately $0.8 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 March 31, 2020, we had approximately $21.7 billion of indebtedness
outstanding, of which approximately $1.1 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 2030 notes and the 2050 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.

S-7
Table of Contents
There are currently no trading markets for the 2030 notes or the 2050 notes. Active public trading markets for such notes may not develop. Active
trading markets for the 2030 notes or the 2050 notes, even if developed, may not be maintained, and the trading market for the 2025 notes 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 2030 notes and the 2050 notes are new issues of securities, and there are currently no existing trading markets for such notes. The existing 2025
Notes are not listed on any securities exchange. 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 2030 notes and the 2050 notes and currently make a market in the existing 2025
Notes, they are not obligated to do so and may 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-8
Table of Contents
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
USE OF PROCEEDS
We estimate that the net proceeds from the offering of the notes will be approximately $2,483,022,000, 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, repayment of short-term and long-term debt, the repurchase of our common stock pursuant to our share repurchase program
and to fund acquisitions.

S-9
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 three-month periods ended March 31, 2020 and 2019, and our audited consolidated financial statements for each of the years in the five-year period
ended December 31, 2019, 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 March 31, 2020, and our Annual Report on Form 10-K for the year ended December 31,
2019, each of which is incorporated herein by reference. See "Where You Can Find More Information" on page S-28 of this prospectus supplement. In our
opinion, the selected financial data for the three-month periods ended March 31, 2020 and 2019 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 Three

Months Ended March 31,

As of and for the Year Ended December 31,

2020(1)

2019

2019

2018(1)

2017(1)

2016

2015(1)

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

Income Statement Data

Total operating revenue(2)
$
29,448 $ 24,388 $103,141 $91,341 $89,061 $84,194 $78,405
Total revenues

29,621 24,666 104,213 92,105 90,040 84,863 79,157
Net income

1,523
1,551
4,807 3,750 3,843 2,470 2,560
Per Share Data

Basic net income per share
$
6.03 $
6.03 $
18.81 $ 14.53 $ 14.70 $
9.39 $
9.73
Diluted net income per share

5.94
5.91
18.47 14.19 14.35
9.21
9.38
Dividends per share

0.95
0.80
3.20
3.00
2.70
2.60
2.50
Other Data (unaudited)

Benefit expense ratio(3)

84.2%
84.4%
86.8%
84.2%
86.4%
84.8%
83.3%
Selling, general and administrative expense ratio(4)

12.8%
13.0%
13.0%
15.3%
14.2%
14.9%
16.0%
Income before income tax expense as a percentage of
total revenues

7.1%
7.9%
5.7%
5.5%
4.4%
5.4%
5.9%
Net income as a percentage of total revenues

5.1%
6.3%
4.6%
4.1%
4.3%
2.9%
3.2%
Medical membership (in thousands)

42,144 40,843 41,000 39,938 40,299 39,940 38,599
Balance Sheet Data

Cash and investments(5)
$
26,301 $ 23,980 $ 26,127 $22,606 $25,146 $23,231 $21,034
Total assets

82,399 74,523 77,453 71,571 70,540 65,083 61,718
Long-term debt, less current portion

19,005 17,396 17,787 17,217 17,382 14,359 15,325
Total liabilities

50,706 44,525 45,725 43,030 44,037 39,982 38,673
Total shareholders' equity

31,693 29,998 31,728 28,541 26,503 25,101 23,045

(1)
The net assets of and results of operations for Beacon Health Options, Inc., America's 1st Choice (which includes Freedom Health, Inc., Optimum
HealthCare, Inc., America's 1st Choice of South Carolina, Inc. and related entities), HealthSun HealthPlans, Inc. and Simply Healthcare Holdings,
Inc. are included from their respective acquisition dates of February 28, 2020, February 15, 2018, December 21, 2017 and February 17, 2015,
respectively.
(2)
Operating revenue is obtained by adding premiums and administrative fees and other revenue.

S-10
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

424B3
Table of Contents
(3)
The benefit expense ratio represents benefit expenses as a percentage of premium revenue.
(4)
The selling, general and administrative expense ratio represents selling, general and administrative expenses as a percentage of total operating
revenue.
(5)
Cash and investments is obtained by adding cash and cash equivalents, current and long-term fixed maturity securities and current equity securities.

S-11
Table of Contents
DESCRIPTION OF THE NOTES
The Notes Will Be Issued Under the Indenture
We will issue $400,000,000 aggregate principal amount of 2.375% notes due 2025, $1,100,000,000 initial aggregate principal amount of 2.250%
notes due 2030 and $1,000,000,000 initial aggregate principal amount of 3.125% notes due 2050. The 2025 notes offered hereby will form a single series
with, and have the same terms as, the existing 2025 Notes (other than the initial offering price and the issue date). Upon settlement, the 2025 notes offered
hereby will have the same CUSIP number and will trade interchangeably with the existing 2025 Notes. Immediately after giving effect to the issuance of
the additional 2025 notes offered hereby, we will have $1,250,000,000 aggregate principal amount of 2.375% notes due 2025 outstanding.
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 2030 notes will mature on May 15, 2030 and the 2050 notes will mature on May 15, 2050. 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
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.
Interest on the 2025 notes will be deemed to have accrued from January 15, 2020. We will pay interest on the 2025 notes from January 15, 2020 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 July 15, 2020. Interest on the 2025 notes will be paid to the persons in whose names the 2025 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 2030 notes and the 2050 notes from May 5, 2020 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2020. Interest on the 2030
notes and the 2050 notes

S-12
Table of Contents
will be paid to the persons in whose names the 2030 notes and the 2050 notes are registered at the close of business on May 1 or November 1 (whether or
not a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest on the 2030 notes and the 2050 notes will be computed
https://www.sec.gov/Archives/edgar/data/1156039/000119312520132540/d921752d424b3.htm[5/5/2020 8:10:16 AM]

Document Outline

#1">
- #1">