PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2017)
$2,100,000,000
$1,250,000,000 4.101% Notes due 2028
$850,000,000 4.550% Notes due 2048
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 NotesOptional 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 NotesRepurchase 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 $850,000,000 aggregate principal amount of the 2048 notes.
The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to
time outstanding. We do not intend to list the notes on any national securities exchange.
Investing in the notes involves risks. See
Risk
Factors
beginning on page
S-5
of this prospectus supplement.
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Public
Offering
Price(1)
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Underwriting
Discount
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Proceeds,
Before
Expenses, to
Anthem
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Proceeds, Before
Expenses, to Selling
Securityholders
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Per 2028 note
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100.000
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%
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0.450
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%
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99.550
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%
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2028 notes total
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$
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1,250,000,000
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$
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5,625,000
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$
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1,244,375,000
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Per 2048 note
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99.659
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%
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0.875
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%
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98.784
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%
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2048 notes total
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$
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847,101,500
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$
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7,437,500
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$
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839,664,000
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Total
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$
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2,097,101,500
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$
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13,062,500
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$
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839,664,000
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$
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1,244,375,000
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(1)
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Plus accrued interest, if any, from March 2, 2018 if settlement occurs after that date.
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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 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.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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
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Credit Suisse
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Barclays
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Morgan Stanley
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(Lead Structuring Advisor of 2028 Notes)
(2028
Notes and 2048 Notes)
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(2028 Notes and 2048 Notes)
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(2028 Notes and 2048 Notes)
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Mizuho Securities
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(2028 Notes)
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Senior Co-Managers
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Citigroup
(2028 Notes and 2048 Notes)
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Deutsche Bank Securities
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Goldman Sachs
& Co. LLC
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Wells Fargo
Securities
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(2028 Notes and 2048 Notes)
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(2028 Notes and 2048 Notes)
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(2028 Notes and 2048 Notes)
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Mizuho Securities
(2048 Notes)
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HSBC
(2048
Notes)
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SunTrust Robinson Humphrey
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US Bancorp
(2048 Notes)
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(2048 Notes)
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Co-Managers
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BNY Mellon Capital Markets, LLC
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Huntington Capital Markets
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PNC Capital Markets LLC
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(2048 Notes)
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(2048 Notes)
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(2048 Notes)
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RBC Capital Markets
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SMBC Nikko
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(2048 Notes)
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(2048 Notes)
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The date of this prospectus is February 27, 2018.