Obligation Elevance Health 4.101% ( US036752AG89 ) en USD

Elevance Health

95.55 % ▼

Etas-Unis

US036752AG89 ( en USD )

4.101% par an ( paiement semestriel )

29/02/2028

Prospectus brochure de l'obligation Elevance Health US036752AG89 en USD 4.101%, échéance 29/02/2028

1 000 USD

1 250 000 000 USD

036752AG8

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 129 jours )

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US036752AG89, paye un coupon de 4.101% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2028

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US036752AG89, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US036752AG89, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(7)
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)
4.101% Notes due 2028

$1,250,000,000

$155,625
4.550% Notes due 2048

$850,000,000

$105,825

(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 $684,750 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 $261,450 is offset against the entire registration fee due for this offering and
of which $155,527.33 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.
Table of Contents
PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2017)
$ 2 ,1 0 0 ,0 0 0 ,0 0 0

$ 1 ,2 5 0 ,0 0 0 ,0 0 0 4 .1 0 1 % N ot e s due 2 0 2 8
$ 8 5 0 ,0 0 0 ,0 0 0 4 .5 5 0 % N ot e s due 2 0 4 8
The 4.101% Notes due 2028, which we refer to as the 2028 notes, will mature on March 1, 2028, and the 4.550% Notes due 2048, which we refer to as the
2048 notes, will mature on March 1, 2048. We refer to the 2028 notes and the 2048 notes collectively as the notes. We will pay interest on the notes on March 1 and
September 1 of each year, commencing September 1, 2018. We may redeem the 2048 notes, in whole at any time, or in part from time to time, and on or after May
1, 2020, we may redeem the 2028 notes, 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 2048 notes,
we will be required to offer to repurchase such notes from holders as described under the caption "Description of the Notes--Repurchase Upon a Change of
Control." We will not be required to offer to repurchase the 2028 notes upon a change of control.
The selling securityholders listed under the caption "Selling Securityholders" are offering to sell $1,250,000,000 aggregate principal amount of the 2028 notes.
We are offering to sell $850,000,000 aggregate principal amount of the 2048 notes.
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
Proc e e ds, Be fore
Offe ring
U nde rw rit ing
Ex pe nse s, t o
Ex pe nse s, t o Se lling

Pric e (1 )

Disc ount

Ant he m

Se c urit yholde rs

Per 2028 note

100.000%

0.450%

--

99.550%
2028 notes total
$1,250,000,000

$ 5,625,000

--
$
1,244,375,000
Per 2048 note

99.659%

0.875%

98.784%

--
2048 notes total
$ 847,101,500

$ 7,437,500
$839,664,000

--

Total
$2,097,101,500

$ 13,062,500
$839,664,000
$
1,244,375,000

(1) Plus accrued interest, if any, from March 2, 2018 if settlement occurs after that date.
The selling securityholders have agreed to purchase $1,250,000,000 aggregate principal amount of our 1.90% remarketable subordinated notes due 2028, which
we refer to as the Remarketable Subordinated Notes, in connection with the remarketing of the Remarketable Subordinated Notes pursuant to the Purchase Contract
and Pledge Agreement, dated as of May 12, 2015, between us and The Bank of New York Mellon Trust Company, N.A., as Purchase Contract Agent,
attorney-in-fact of the holders of the purchase contracts, and as Collateral Agent, Custodial Agent and Securities Intermediary, which we refer to as the Purchase
Contract and Pledge Agreement, and intend to transfer the Remarketable Subordinated Notes to us on or about March 2, 2018 in exchange for the 2028 notes
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offered by them hereby and a cash payment. The sum of the aggregate public offering price of the 2028 notes and the amount of cash the selling securityholders
receive from us in the foregoing exchange will equal the purchase price of the Remarketable Subordinated Notes that the selling securityholders are purchasing in the
remarketing. We intend to pay a remarketing fee to the selling securityholders in their capacity as remarketing agents (the "Remarketing Agents") in connection with
the remarketing of the Remarketable Subordinated Notes that is equal to the underwriting discount on the 2028 notes.
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 March
2, 2018, 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

Cre dit Suisse

Ba rc la ys

M orga n St a nle y
(Le a d St ruc t uring Advisor of 2 0 2 8 N ot e s)
(2028 Notes and 2048 Notes)
(2028 Notes and 2048 Notes)
(2028 Notes and 2048 Notes)

M izuho Se c urit ie s

(2028 Notes)

Senior Co-Managers

Cit igroup
De ut sc he Ba nk Se c urit ie s
Goldm a n Sa c hs
We lls Fa rgo
(2028 Notes and 2048 Notes)

& Co. LLC

Se c urit ie s

(2028 Notes and 2048 Notes)

(2028 Notes and 2048 Notes)

(2028 Notes and 2048 Notes)
M izuho Se c urit ie s
H SBC
SunT rust Robinson
U S Ba nc orp
(2048 Notes)

(2048 Notes)

H um phre y

(2048 Notes)

(2048 Notes)

Co-Managers

BN Y M e llon Ca pit a l M a rk e t s, LLC

H unt ingt on Ca pit a l M a rk e t s
PN C Ca pit a l M a rk e t s LLC
(2048 Notes)

(2048 Notes)

(2048 Notes)
RBC Ca pit a l M a rk e t s

SM BC N ik k o
(2048 Notes)

(2048 Notes)
The date of this prospectus is February 27, 2018.
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
RATIO OF EARNINGS TO FIXED CHARGES

S-11
DESCRIPTION OF THE NOTES

S-12
SELLING SECURITYHOLDERS

S-18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-19
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
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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
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 information about us that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. 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, which are generally not historical in nature. 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 disclosures made by us, 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, 2017 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; 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; reduced enrollment; 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 ("CMS") Star ratings and other quality scores and funding risks with respect to revenue received from participation therein; competitive pressures,
including competitor pricing, which could affect our ability to maintain or increase our market share; a negative change in our healthcare product mix; our
ability to adapt to changes in the industry and develop and implement strategic growth opportunities; costs and other liabilities associated with litigation,
government investigations, audits or reviews; the ultimate outcome of litigation between Cigna Corporation ("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 positions; medical malpractice or professional liability claims or other risks related to healthcare services provided by our subsidiaries; possible
restrictions in the payment of dividends by our subsidiaries and increases in required minimum levels of capital; 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; unauthorized disclosure of member or employee sensitive or confidential information, including the impact
and outcome of any investigations, inquiries, claims and litigation related thereto; failure to effectively maintain and modernize our information systems;
non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties,
our inability to meet customer demands, and sanctions imposed by governmental entities, including CMS; state guaranty fund assessments for insolvent
insurers; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; regional concentrations of our business and future
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public health epidemics and catastrophes; general risks associated with mergers, acquisitions and strategic alliances; 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; possible impairment of
the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; 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; various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations; and
general economic downturns.

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 40.2 million medical members
through our affiliated health plans as of December 31, 2017. 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 ("BCBS") licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area),
Nevada, New Hampshire, New York (in varying counties as BCBS, Blue Cross or Empire BlueCross BlueShield HealthPlus), 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, Blue Cross and Blue Shield of Georgia, and Empire Blue Cross Blue Shield or Empire Blue Cross (in our
New York service areas). We also conduct business through arrangements with other BCBS licensees in Louisiana, South Carolina and western New
York. Through our Amerigroup subsidiary and other subsidiaries, we conduct business in Florida, Georgia, Iowa, Kansas, Maryland, Nevada, New
Jersey, New Mexico, Tennessee, Texas, Washington and Washington, D.C. In addition, we conduct business through our subsidiaries Simply
Healthcare, HealthSun, Freedom Health and Optimum Healthcare in Florida and America's 1st Choice in South Carolina. We also serve customers
throughout the country as HealthLink, UniCare, and in certain Arizona, California, Connecticut, Iowa, Nevada, Tennessee and Virginia markets
through our CareMore Health 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 120 Monument Circle, Indianapolis,
Indiana 46204 and our telephone number is (317) 488-6000. 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.
Remarketing of Remarketable Subordinated Notes
The selling securityholders have agreed to purchase $1,250,000,000 principal amount of our Remarketable Subordinated Notes in connection
with the remarketing of the Remarketable Subordinated Notes pursuant to the Purchase Contract and Pledge Agreement, and intend to transfer the
Remarketable Subordinated Notes to us on or about March 2, 2018 in exchange for the 2028 notes offered by them hereby and a cash payment. The
Remarketable Subordinated Notes will be cancelled after we purchase them. The sum of the aggregate public offering price of the 2028 notes and the
amount of cash the selling securityholders receive from us in the foregoing exchange will equal the purchase price of the Remarketable Subordinated
Notes that the selling securityholders are purchasing in the remarketing. We intend to pay a remarketing fee to the Remarketing Agents in connection
with the remarketing of the Remarketable Subordinated Notes that is equal to the underwriting discount on the 2028 notes.

S-1
Table of Contents
The Offering

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Issuer

Anthem, Inc.
Securities Offered

$1,250,000,000 aggregate principal amount of 4.101% notes due 2028.

$850,000,000 aggregate principal amount of 4.550% notes due 2048.
Maturity Dates

For the 2028 notes, March 1, 2028.

For the 2048 notes, March 1, 2048.
Interest Payment Dates

March 1 and September 1 of each year, commencing September 1, 2018.
Optional Redemption
With respect to the 2028 notes, on or after May 1, 2020 and prior to December 1, 2027
(three months prior to the maturity date of such notes) (the "2028 Par Call Date"), such
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 2028 notes to be redeemed, assuming that the 2028 notes matured on the
2028 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,
plus accrued and unpaid interest on the 2028 notes to the date of redemption. See

"Description of the Notes--Optional Redemption. "
With respect to the 2048 notes, prior to September 1, 2047 (six months prior to the maturity
date of such notes) (the "2048 Par Call Date"), such 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 of the 2048
notes to be redeemed, assuming that the 2048 notes matured on the 2048 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 plus 25 basis points,

S-2
Table of Contents
plus accrued and unpaid interest on the 2048 notes to the date of redemption. See

"Description of the Notes--Optional Redemption. "
On or after the 2028 Par Call Date and the 2048 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. See "Description of the Notes--Optional Redemption."
Repurchase Upon Change of Control
Unless we have exercised our right to redeem the 2048 notes in full, upon the occurrence
of both (1) a change of control of us and (2) a downgrade of the 2048 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 2048 notes 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."

We will not be required to offer to repurchase the 2028 notes 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
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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 December 31, 2017, we
had approximately $19.9 billion of indebtedness outstanding, of which approximately
$1.3 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.

S-3
Table of Contents
Use of Proceeds
We will only receive proceeds from the $850,000,000 principal amount of 2048 notes that
are being offered by us. We estimate that the net proceeds of the offering of the 2048 notes,
after deducting the underwriting discount and estimated offering expenses payable by us,
will be approximately $835.2 million. We intend to use the net proceeds 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. See "Use of Proceeds."
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 2028
notes or the 2048 notes, in each case, so that such issue shall be consolidated and form a
single series with the outstanding 2028 notes or 2048 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, 2017, 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
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As of December 31, 2017, we had indebtedness outstanding of approximately $19.9 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 December 31, 2017, we had indebtedness outstanding of approximately $19.9 billion and had available borrowing capacity of approximately
$3.5 billion under our senior revolving credit facility, which expires on August 25, 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.
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
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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
December 31, 2017, 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 December 31, 2017, we had approximately $19.9 billion of
indebtedness outstanding, of which approximately $1.3 billion consisted of indebtedness of our subsidiaries.
We may not be able to satisfy our obligations to repurchase the 2048 notes upon the occurrence of both a change of control and downgrades of the
notes.
Unless we have exercised our right to redeem the 2048 notes in full, upon the occurrence of both (1) a change of control of us and (2) a downgrade
of the 2048 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 2048 notes at a price
in cash equal to 101% of the principal amount of the 2048 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 2048 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 2048 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
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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 2048 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 2048 notes, 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

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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.

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USE OF PROCEEDS
We will only receive proceeds from the $850,000,000 principal amount of 2048 notes that are being offered by us. We estimate that the net proceeds
from the offering of the 2048 notes will be approximately $835.2 million, after deducting the underwriting discounts and estimated offering expenses
payable by us. We intend to use the net proceeds 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.
The selling securityholders will receive proceeds from the $1,250,000,000 aggregate principal amount of 2028 notes that are being sold for the
accounts of the selling securityholders named in this prospectus supplement. Any proceeds from the sale by the selling securityholders of the 2028 notes
offered by this prospectus supplement will be received by the selling securityholders for their own accounts, and we will not receive any proceeds from
such sale. See "Underwriting."
The selling securityholders have agreed to purchase $1,250,000,000 aggregate principal amount of Remarketable Subordinated Notes in connection
with the remarketing of the Remarketable Subordinated Notes pursuant to the Purchase Contract and Pledge Agreement and intend to transfer the
Remarketable Subordinated Notes to us on or about March 2, 2018 in exchange for the 2028 notes offered by them hereby and a cash payment. The sum of
the aggregate public offering price of the 2028 notes and the amount of cash the selling securityholders receive from us in the foregoing exchange will
equal the purchase price of the Remarketable Subordinated Notes that the selling securityholders are purchasing in the remarketing. We intend to pay a
remarketing fee to the Remarketing Agents in connection with the remarketing of the Remarketable Subordinated Notes that is equal to the underwriting
discount on the 2028 notes. This fee and the cash payment described above are not reflected in the amount of our net proceeds referred to above.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
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The following table summarizes our financial information. We prepared this information using our audited consolidated financial statements for each
of the years in the five-year period ended December 31, 2017, which have been audited by Ernst & Young LLP. You should read this information in
conjunction with our audited consolidated financial statements and notes and Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated herein by reference. See "Where
You Can Find More Information" on page S-29 of this prospectus supplement. These selected consolidated historical financial data do not necessarily
indicate the results to be expected in the future.

As of and for the Year Ended December 31,

2017(1)

2016

2015(1)

2014(2)

2013(2)

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

Income Statement Data

Total operating revenue(3)

$89,061.2
$84,194.0
$78,404.8
$73,021.7
$70,191.4
Total revenue

90,039.4
84,863.0
79,156.5
73,874.1
71,023.5
Income from continuing operations

3,842.8
2,469.8
2,560.0
2,560.1
2,634.3
Net income

3,842.8
2,469.8
2,560.0
2,569.7
2,489.7
Per Share Data

Basic net income per share--continuing operations

$
14.70
$
9.39
$
9.73
$
9.28
$
8.83
Diluted net income per share--continuing operations

14.35

9.21

9.38

8.96

8.67
Dividends per share

2.70

2.60

2.50

1.75

1.50
Other Data (unaudited)

Benefit expense ratio(4)

86.4%

84.8%

83.3%

83.1%

85.1%
Selling, general and administrative expense ratio(5)

14.2%

14.9%

16.0%

16.1%

14.2%
Income from continuing operations before income taxes as a
percentage of total revenue

4.4%

5.4%

5.9%

5.9%

5.4%
Net income as a percentage of total revenue

4.3%

2.9%

3.2%

3.5%

3.5%
Medical membership (in thousands)

40,244

39,919

38,599

37,499

35,653
Balance Sheet Data

Cash and investments(6)

$25,179.0
$23,262.7
$21,064.5
$22,061.6
$21,107.0
Total assets

70,540.0
65,083.1
61,717.8
61,676.3
59,095.3
Long-term debt, less current portion

17,382.2
14,358.5
15,324.5
14,019.6
13,477.4
Total liabilities

44,037.1
39,982.7
38,673.7
37,425.0
34,330.1
Total shareholders' equity

26,502.9
25,100.4
23,044.1
24,251.3
24,765.2

(1)
The net assets of and results of operations for HealthSun HealthPlans, Inc. and Simply Healthcare Holdings, Inc. are included from their respective
acquisition dates of 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 and 2013 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
$9.6. Included in net income for the year ended December 31, 2013 is a loss from discontinued operations, net of tax, of $144.6.
(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.

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(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.

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RATIO OF EARNINGS TO FIXED CHARGES

Year Ended December 31,

2017
2016
2015
2014
2013
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Ratio of earnings to fixed charges(1)
5.91x 6.75x 7.40x 7.57x 6.78x

(1)
For purposes of this computation, earnings available for fixed charges are defined as income from continuing operations before income tax expense,
plus fixed charges. Fixed charges are defined as interest expense, including amortization of debt discount and expense related to indebtedness plus an
estimated interest portion of rental expense.

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DESCRIPTION OF THE NOTES
The Notes Will Be Issued Under the Indenture
We will issue $1,250,000,000 initial aggregate principal amount of 4.101% notes due 2028 and $850,000,000 initial aggregate principal amount of
4.550% notes due 2048. 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 2028 notes will mature on March 1, 2028 and the 2048 notes will mature on March 1, 2048. 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.
We will pay interest on the notes from March 2, 2018 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2018 until the principal is paid or made available for
payment. Interest will be paid to the persons in whose names the notes are registered at the close of business on February 15 and August 15 (whether or not
a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
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
With respect to the 2028 notes, on or after May 1, 2020 and prior to December 1, 2027 (three months prior to the maturity date of such notes) (the
"2028 Par Call Date"), the 2028 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

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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 2028
notes to be redeemed, assuming that the 2028 notes matured on the 2028 Par Call Date discounted to the date of redemption on a semi-annual basis
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