EX-4.1



 Exhibit 4.1 

ANTHEM, INC. 
 THIS GLOBAL SECURITY IS
HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF THE INDENTURE, (II) THIS
GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 203(a) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 307 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 







 ANTHEM, INC. 

4.101% Notes due 2028 
 CUSIP
No. 036752 AG8 
 ISIN No. US036752AG89 

No.    $ 
 Anthem, Inc., a corporation duly
organized and existing under the laws of the State of Indiana (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of                Dollars
($                ) on March 1, 2028, and to pay interest thereon from March 2, 2018 or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semi-annually on March 1 and September 1 in each year (each, an “Interest Payment Date”), commencing September 1, 2018, at the rate of 4.101% per annum, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holder of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. 
 Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the
office or agency of the Company maintained for that purpose in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

			
	ANTHEM, INC.


 
			
		
	By:	 	 


 
			
	Name:	 	
	Title:	 	



  
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 CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

Dated: 
  

			
	THE BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee
		
	By:	 	 
		 	Authorized Signatory



  
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 [Reverse of Security] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of November 21, 2017 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee (herein called the ‘“Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $1,250,000,000. 
 The Securities of this series are subject to redemption at any time, upon not less
than 10 days’ and not more than 60 days’ prior written notice by mail, as a whole or from time to time in part, at the election of the Company, on or after May 1, 2020 and prior to December 1, 2027 (the “Par Call Date”)
at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) of the Securities to be redeemed
(assuming that such Security matured on its 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 20.0 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date. 

On or after the Par Call Date, the Securities are redeemable at the Company’s 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 Securities to be redeemed, plus accrued and unpaid interest on the principal amount of such Securities being redeemed to such redemption date. 

“Treasury Rate” means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed by the
Company as of the second Business Day immediately preceding that redemption date, of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
applicable Comparable Treasury Price for that redemption date. 
 “Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed (assuming that such Security matured on its Par Call Date) that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable Securities to be redeemed. 

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average, as determined by the Company, of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such
quotations. 
 “Independent Investment Banker” means the Reference Treasury Dealer appointed by the Company. 

“Reference Treasury Dealer” means any of Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and Morgan Stanley & Co. LLC and
their respective successors, or if at any time any of the above is not a primary U.S. Government securities dealer, any other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer,
as well as three other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such redemption date. 

  
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 “Remaining Scheduled Payments” means, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date, the amount of the next succeeding scheduled interest payment
thereon will be reduced by the amount of interest accrued thereon to such redemption date. 
 In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee indemnity or security reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security may be registered and this Security may be exchanged as provided in the Indenture. 
 The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple thereof. 

  
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 No service charge shall be made for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 

  
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 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we
assign and transfer this Security to: 
  
  

(Insert assignee’s social security or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                     as agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 

 
  
  

																																							
	Your Signature:	  	  

		  	(Sign exactly as your name appears on the other side of this Security)

  

																																							
	Your Name:	  	  



Date:                     

 

																																							
	Signature Guarantee:	  	  


  

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The
New York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Trustee. 


  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY 

The following exchanges of an interest in this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of an
interest in another Global Security or a Definitive Security for an interest in this Global Security have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
Principal Amount of

this Global Security
	 	 Amount of increase in
Principal Amount of

this Global Security
	  	 Principal Amount of

this Global Security

following such decrease
or increase
	  	 Signature of

authorized signatory of
Trustee or Securities
Custodian



  
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