Anthem, Inc.

Offer to Purchase for Cash
Any and All of the Any and All Notes
Set Forth Below

Title of Notes	CUSIP	Principal Amount Outstanding (millions)
7.000% Notes due 2019	94973VAR8	$440.330

Offer to Purchase for Cash
Up to the Maximum Purchase Amount of
the Maximum Tender Offer Notes
Set Forth Below,
Subject to the Level 3 Maximum Tender SubCap

Title of Notes	CUSIP	Principal Amount Outstanding (millions)	Acceptance Priority Level	Level 3 Maximum Tender SubCap (millions)
6.375% Notes due 2037	94973VAN7	$646.633	1	N/A
5.950% Notes due 2034	94973VAH0 and 94973VAD9	$448.294	2	N/A
5.850% Notes due 2036	94973VAL1	$775.456	2	N/A
5.800% Notes due 2040	94973VAT4	$197.507	2	N/A
5.100% Notes due 2044	94973VBF3	$600.000	3	$200.000

To view copies of the Exchange Offer documents please click on the documents below

Offer to Purchase

Letter of Transmittal

Notice of Guaranteed Delivery

Launch Press Release

In order to tender Notes in an Offer, a Holder should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Tender Agent at the address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Tender Agent for the Offers is:

D.F. King & Co., Inc.

Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase or the Letter of Transmittal should be directed to the Information Agent at the address and telephone numbers set forth below:

The Information Agent for the Offers is:

D.F. King & Co., Inc.

Any questions regarding the terms of the Offers should be directed to the Dealer Managers at the addresses and telephone numbers set forth below:

The Dealer Managers for the Offer are: