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Anthem Prices Offering of Equity Units

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Anthem, Inc. (NYSE:ANTM) today announced the pricing of its registered public offering of $1.175 billion in equity units. Each equity unit will be issued in a stated amount of $50 and will consist of a contract to purchase Anthem’s common stock in the future and a 1/20, or 5%, undivided beneficial ownership interest in a remarketable subordinated note due 2028 having a principal amount of $1,000. Anthem has also granted the underwriters of the equity units a 13-day option to purchase up to an additional $75 million in additional equity units, solely to cover overallotments.

Total annual payments on the equity units will be at the rate of 5.25% per annum, consisting of interest on the remarketable subordinated notes at a rate of 1.90% per annum and payments under the related stock purchase contracts at a rate of 3.35% per annum. The number of underlying shares will be determined based on the price of Anthem’s common stock at the maturity of the stock purchase contract. The share price used to calculate the maximum number of underlying shares is $143.865 per share, which is equal to 90% of the closing price per share of Anthem’s common stock on the date of the pricing of the offering. The share price used to determine the minimum number of underlying shares is $207.805 per share, which represents a premium of 30% over the closing price per share of Anthem’s common stock on the date of the pricing of the offering. Under each purchase contract, holders are required to purchase a variable number of shares of Anthem’s common stock no later than May 1, 2018.

Anthem intends to use the net proceeds from the offering, which are expected to be approximately $1.155 billion, or approximately $1.229 billion if the over-allotment option is exercised in full (in each case, after deducting underwriting discounts and commissions but before deducting other offering expenses), for general corporate purposes, including, but not limited to, the repurchase of a portion of Anthem’s outstanding convertible debt.

Credit Suisse and BofA Merrill Lynch are joint book-running managers for the equity units offering.

A shelf registration statement relating to the securities in this offering has been filed previously with the Securities and Exchange Commission and is effective. Any offer of the securities will be made exclusively by means of a prospectus supplement and accompanying prospectus. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus included in the registration statement and other documents Anthem has filed with the Securities and Exchange Commission for more complete information about Anthem and the offering of the equity units. Copies of these documents may be obtained by contacting Credit Suisse at One Madison Avenue, New York, NY 10010-3629, Attn: Prospectus Department, by calling toll free 1-800-221-1037, or by e-mail at newyork.prospectus@credit-suisse.com, or by contacting BofA Merrill Lynch at 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, whether or not Anthem will offer the equity units or consummate the offering, the anticipated terms of the equity units and the offering, and the anticipated use of the proceeds of the offering. Anthem does not undertake any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

About Anthem, Inc.

Anthem is working to transform health care with trusted and caring solutions. Our health plan companies deliver quality products and services that give their members access to the care they need. With nearly 71 million people served by its affiliated companies, including more than 38 million enrolled in its family of health plans, Anthem is one of the nation’s leading health benefits companies. For more information about Anthem’s family of companies, please visit www.antheminc.com/companies.

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