Filed Pursuant to Rule 424(b)(3)
Registration No. 333-221824
This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 30, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated November 30, 2017)
$
![LOGO](https://capedge.com/proxy/424B3/0001193125-20-127789/g921752g49y07.jpg)
$ 2.375% Notes due 2025
$ % Notes due 2030
$ % Notes due 2050
The 2.375% Notes due 2025, which we refer to as the 2025 notes, will mature on January 15, 2025, the % Notes due 2030, which we refer to as the 2030 notes, will mature on , 2030 and the % Notes due 2050, which we refer to as the 2050 notes, will mature on , 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 $ 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 and of each year, commencing , 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.
Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5 of this prospectus supplement.
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| | Public Offering Price(1) | | | Underwriting Discount | | | Proceeds, Before Expenses, to Anthem | |
Per 2025 note | | | | % | | | 0.350 | % | | | | % |
2025 notes total | | $ | | | | $ | | | | $ | | |
Per 2030 note | | | | % | | | | % | | | | % |
2030 notes total | | $ | | | | $ | | | | $ | | |
Per 2050 note | | | | % | | | | % | | | | % |
2050 notes total | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | |
Total | | $ | | | | $ | | | | $ | | |
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(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 $ , 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 , 2020, if settlement occurs after that date. |
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 , 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
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BofA Securities | | Deutsche Bank Securities | | Wells Fargo Securities |
The date of this prospectus is , 2020.