10/23/2024 | Press release | Distributed by Public on 10/23/2024 15:29
TABLE OF CONTENTS
Public Offering
Price(1)
|
Underwriting
Discount
|
Proceeds, Before
Expenses, to
Elevance Health
|
|||||||
Per 2026 note
|
99.981%
|
0.200%
|
99.781%
|
||||||
2026 notes total
|
$349,933,500
|
$700,000
|
$349,233,500
|
||||||
Per 2030 note
|
99.794%
|
0.350%
|
99.444%
|
||||||
2030 notes total
|
$748,455,000
|
$2,625,000
|
$745,830,000
|
||||||
Per 2031 note
|
99.760%
|
0.400%
|
99.360%
|
||||||
2031 notes total
|
$748,200,000
|
$3,000,000
|
$745,200,000
|
||||||
Per 2035 note
|
99.646%
|
0.450%
|
99.196%
|
||||||
2035 notes total
|
$1,195,752,000
|
$5,400,000
|
$1,190,352,000
|
||||||
Per 2055 note
|
99.453%
|
0.875%
|
98.578%
|
||||||
2055 notes total
|
$1,342,615,500
|
$11,812,500
|
$1,330,803,000
|
||||||
Per 2064 note
|
99.708%
|
0.875%
|
98.833%
|
||||||
2064 notes total
|
$797,664,000
|
$7,000,000
|
$790,664,000
|
||||||
Total
|
$5,182,620,000
|
$30,537,500
|
$5,152,082,500
|
(1)
|
Plus accrued interest, if any, from October 31, 2024, if settlement occurs after that date.
|
Joint Book-Running Managers
|
|||||||
Citigroup
|
Morgan Stanley
|
Wells Fargo Securities
|
|||||
Barclays
(2035 notes)
|
Goldman Sachs & Co. LLC
(2030 notes)
|
J.P. Morgan
(2026 notes and 2055 notes)
|
|||||
Mizuho
(2064 notes)
|
Truist Securities
(2031 notes)
|
Senior Co-Managers
|
||||||
BofA Securities
|
Deutsche Bank Securities
|
PNC Capital Markets LLC
|
||||
UBS Investment Bank
|
US Bancorp
|
Junior Co-Managers
|
|||
BNY Capital Markets
|
Huntington Capital Markets
|
||
TABLE OF CONTENTS
Page
|
|||
FORWARD-LOOKING STATEMENTS
|
S-ii
|
||
SUMMARY
|
S-1
|
||
RISK FACTORS
|
S-6
|
||
USE OF PROCEEDS
|
S-8
|
||
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
|
S-9
|
||
DESCRIPTION OF THE NOTES
|
S-10
|
||
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
|
S-16
|
||
UNDERWRITING
|
S-20
|
||
LEGAL MATTERS
|
S-25
|
||
EXPERTS
|
S-25
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
S-26
|
||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
S-27
|
||
Page
|
|||
ABOUT THIS PROSPECTUS
|
1
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
2
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
3
|
||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
4
|
||
OUR COMPANY
|
5
|
||
RISK FACTORS
|
7
|
||
USE OF PROCEEDS
|
8
|
||
DESCRIPTION OF THE DEBT SECURITIES
|
9
|
||
DESCRIPTION OF THE PREFERRED STOCK
|
21
|
||
DESCRIPTION OF THE COMMON STOCK
|
22
|
||
DESCRIPTION OF THE DEPOSITARY SHARES
|
25
|
||
DESCRIPTION OF THE WARRANTS
|
29
|
||
DESCRIPTION OF THE RIGHTS
|
30
|
||
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
|
31
|
||
PLAN OF DISTRIBUTION
|
32
|
||
VALIDITY OF THE SECURITIES
|
34
|
||
EXPERTS
|
34
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
Whole Health-Partner to address physical, behavioral and social needs to improve health, affordability, quality, equity, and access for individuals and communities.
|
•
|
Exceptional Experiences-Put the consumers we serve at the center of all that we do, personalizing engagement to meet consumers where they are and optimize health outcomes across individuals and populations.
|
•
|
Care Provider Enablement-Be the easiest payer to work with by supporting care provider partners with data, insights, and tools they need to deliver exceptional care for our consumers.
|
•
|
Digital Platform-Use digital technologies such as AI to transform the way we operate our business and interact with consumers by driving improvements in efficiency and experiences and converting data into actionable insights.
|
•
|
Community-Put people first
|
•
|
Diversity-Value our differences
|
•
|
Integrity-Build trust
|
•
|
Agility-Embrace change
|
•
|
Leadership-Lead by example
|
TABLE OF CONTENTS
•
|
Anthem Blue Cross/Anthem Blue Cross and Blue Shield-represents our Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed plans;
|
•
|
Wellpoint-unites select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and
|
•
|
Carelon-this brand brings together our healthcare-related brands and capabilities, including our CarelonRx and Carelon Services businesses, under a single brand name.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
As of and for the Nine Months
Ended September 30,
|
As of and for the Year Ended December 31,
|
||||||||||||||
2024(1)
|
2023(1)
|
2023(1)
|
2022(1)
|
2021(1)
|
|||||||||||
(dollars in millions, except where indicated and except per share data)
|
|||||||||||||||
Income Statement Data
|
|||||||||||||||
Total operating revenue(2)
|
$130,215
|
$127,755
|
$170,209
|
$155,660
|
$136,943
|
||||||||||
Total revenues
|
131,569
|
128,693
|
171,340
|
156,595
|
138,639
|
||||||||||
Shareholders' net income
|
5,562
|
5,131
|
5,987
|
5,894
|
6,158
|
||||||||||
Shareholders' Per Share Data
|
|||||||||||||||
Basic net income per share
|
$23.94
|
$21.70
|
$25.38
|
$24.56
|
$25.26
|
||||||||||
Diluted net income per share
|
23.81
|
21.56
|
25.22
|
24.28
|
24.95
|
||||||||||
Dividends per share
|
4.89
|
4.44
|
5.92
|
5.12
|
4.52
|
||||||||||
Other Data (unaudited)
|
|||||||||||||||
Benefit expense ratio(3)
|
87.2%
|
86.3%
|
87.0%
|
87.6%
|
87.4%
|
||||||||||
Operating expense ratio(4)
|
11.7%
|
11.8%
|
11.8%
|
11.4%
|
11.6%
|
||||||||||
Income before income tax expense as a percentage of total revenues
|
5.5%
|
5.2%
|
4.5%
|
4.9%
|
5.8%
|
||||||||||
Shareholders' net income as a percentage of total revenues
|
4.2%
|
4.0%
|
3.5%
|
3.8%
|
4.4%
|
||||||||||
Total medical membership (in thousands)
|
45,760
|
47,306
|
46,961
|
47,531
|
45,374
|
||||||||||
Balance Sheet Data
|
|||||||||||||||
Cash and investments(5)
|
$38,826
|
$39,711
|
$37,245
|
$35,044
|
$33,660
|
||||||||||
Total assets
|
116,533
|
110,478
|
108,928
|
102,755
|
97,456
|
||||||||||
Long-term debt, less current portion
|
24,688
|
24,045
|
23,246
|
22,349
|
21,157
|
||||||||||
Total liabilities
|
72,654
|
71,939
|
69,523
|
66,425
|
61,293
|
||||||||||
Total equity
|
43,879
|
38,539
|
39,405
|
36,330
|
36,163
|
||||||||||
(1)
|
The net assets of and results of operations for each of Paragon Healthcare, Inc., BioPlus Parent, LLC, Integra MLTC, Inc., MMM Holdings, LLC and myNEXUS, Inc. (including each of their respective acquired affiliates) are included from their respective acquisition dates of March 11, 2024, February 15, 2023, May 5, 2022, June 29, 2021 and April 28, 2021.
|
(2)
|
Operating revenue is obtained by adding premiums, product revenue, and service fees.
|
(3)
|
Benefit expense ratio represents benefit expense as a percentage of premium revenue. Premiums for the nine months ended September 30, 2024 and 2023 were $107,921 and $107,716, respectively. Premiums for the years ended December 31, 2023, 2022 and 2021 were $142,854, $133,229 and $117,373, respectively. Premiums are included in total operating revenue presented above.
|
(4)
|
Operating expense ratio represents operating expense as a percentage of total operating revenue.
|
(5)
|
Cash and investments is obtained by adding cash and cash equivalents, current and long-term fixed maturity securities and equity securities.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
|
•
|
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
|
•
|
deliver or cause to be delivered to the trustee the notes properly accepted, together with an officer's certificate stating the principal amount of notes or portions of notes being purchased.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
if the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by us within 120 days;
|
•
|
subject to DTC procedures, if we choose to issue definitive debt securities; or
|
•
|
if there is an Event of Default and there is a request from the Depository or any holder.
|
TABLE OF CONTENTS
•
|
purchased by those beneficial owners of notes who purchase notes for cash in this offering at the "issue price," which will equal the first price at which a substantial amount of the notes of the same series is sold to the public; and
|
•
|
held as capital assets within the meaning of section 1221 of the Code (as defined below).
|
•
|
certain financial institutions;
|
•
|
insurance companies;
|
•
|
dealers in securities;
|
•
|
traders in securities that elect a mark-to-market method of tax accounting;
|
•
|
persons holding notes as part of a hedge, "straddle," integrated transaction or similar transaction;
|
•
|
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
|
•
|
partnerships or other entities classified as partnerships for U.S. federal income tax purposes;
|
•
|
tax-exempt entities;
|
•
|
persons subject to the alternative minimum tax; or
|
•
|
accrual method taxpayers required to recognize income no later than when such income is taken into account for financial accounting purposes.
|
TABLE OF CONTENTS
•
|
an individual citizen or resident of the United States;
|
•
|
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any State thereof or the District of Columbia;
|
•
|
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
•
|
a trust, if (a) a court within the United States is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (b) the trust was in existence on August 20, 1996 and has a valid election to be treated as a U.S. person in effect under applicable U.S. Treasury Regulations.
|
TABLE OF CONTENTS
•
|
the Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
|
•
|
the Non-U.S. Holder is not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and
|
•
|
the Non-U.S. Holder certifies on IRS Form W-8BEN or W-8BEN-E, as applicable, under penalties of perjury, that it is not a United States person or holds its notes through various foreign intermediaries and satisfies the certification requirements of applicable Treasury Regulations.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Underwriter
|
Principal
Amount of
2026 Notes
|
Principal
Amount of
2030 Notes
|
Principal
Amount of
2031 Notes
|
Principal
Amount of
2035 Notes
|
Principal
Amount of
2055 Notes
|
Principal
Amount of
2064 Notes
|
||||||||||||
Citigroup Global Markets Inc.
|
$47,250,000
|
$101,250,000
|
$101,250,000
|
$162,000,000
|
$182,250,000
|
$108,000,000
|
||||||||||||
Morgan Stanley & Co. LLC
|
$45,500,000
|
$97,500,000
|
$97,500,000
|
$156,000,000
|
$175,500,000
|
$104,000,000
|
||||||||||||
Wells Fargo Securities, LLC
|
$45,500,000
|
$97,500,000
|
$97,500,000
|
$156,000,000
|
$175,500,000
|
$104,000,000
|
||||||||||||
Barclays Capital Inc.
|
$23,625,000
|
$50,625,000
|
$50,625,000
|
$81,000,000
|
$91,125,000
|
$54,000,000
|
||||||||||||
Goldman Sachs & Co. LLC
|
$23,625,000
|
$50,625,000
|
$50,625,000
|
$81,000,000
|
$91,125,000
|
$54,000,000
|
||||||||||||
J.P. Morgan Securities LLC
|
$23,625,000
|
$50,625,000
|
$50,625,000
|
$81,000,000
|
$91,125,000
|
$54,000,000
|
||||||||||||
Mizuho Securities USA LLC
|
$23,625,000
|
$50,625,000
|
$50,625,000
|
$81,000,000
|
$91,125,000
|
$54,000,000
|
||||||||||||
Truist Securities, Inc.
|
$23,625,000
|
$50,625,000
|
$50,625,000
|
$81,000,000
|
$91,125,000
|
$54,000,000
|
||||||||||||
BofA Securities, Inc.
|
$14,875,000
|
$31,875,000
|
$31,875,000
|
$51,000,000
|
$57,375,000
|
$34,000,000
|
||||||||||||
Deutsche Bank Securities Inc.
|
$14,875,000
|
$31,875,000
|
$31,875,000
|
$51,000,000
|
$57,375,000
|
$34,000,000
|
||||||||||||
PNC Capital Markets LLC
|
$14,875,000
|
$31,875,000
|
$31,875,000
|
$51,000,000
|
$57,375,000
|
$34,000,000
|
||||||||||||
UBS Securities LLC
|
$14,875,000
|
$31,875,000
|
$31,875,000
|
$51,000,000
|
$57,375,000
|
$34,000,000
|
||||||||||||
U.S. Bancorp Investments, Inc.
|
$14,875,000
|
$31,875,000
|
$31,875,000
|
$51,000,000
|
$57,375,000
|
$34,000,000
|
||||||||||||
BNY Mellon Capital Markets, LLC
|
$9,625,000
|
$20,625,000
|
$20,625,000
|
$33,000,000
|
$37,125,000
|
$22,000,000
|
||||||||||||
Huntington Securities, Inc.
|
$9,625,000
|
$20,625,000
|
$20,625,000
|
$33,000,000
|
$37,125,000
|
$22,000,000
|
||||||||||||
Total
|
$350,000,000
|
$750,000,000
|
$750,000,000
|
$1,200,000,000
|
$1,350,000,000
|
$800,000,000
|
||||||||||||
TABLE OF CONTENTS
TABLE OF CONTENTS
(a)
|
a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
(i)
|
our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report");
|
(ii)
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024,June 30, 2024 and September 30, 2024;
|
(iii)
|
the portions of our Definitive Proxy Statement on Schedule 14A filed on March 29, 2024, as supplemented by our Proxy Statement Supplement filed on April 22, 2024, incorporated by reference into the Annual Report; and
|
(iv)
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Page
|
|||
ABOUT THIS PROSPECTUS
|
1
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
2
|
||
WHERE YOU CAN FIND MORE INFORMATION
|
3
|
||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
4
|
||
OUR COMPANY
|
5
|
||
RISK FACTORS
|
7
|
||
USE OF PROCEEDS
|
8
|
||
DESCRIPTION OF THE DEBT SECURITIES
|
9
|
||
DESCRIPTION OF THE PREFERRED STOCK
|
21
|
||
DESCRIPTION OF THE COMMON STOCK
|
22
|
||
DESCRIPTION OF THE DEPOSITARY SHARES
|
25
|
||
DESCRIPTION OF THE WARRANTS
|
29
|
||
DESCRIPTION OF THE RIGHTS
|
30
|
||
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
|
31
|
||
PLAN OF DISTRIBUTION
|
32
|
||
VALIDITY OF THE SECURITIES
|
34
|
||
EXPERTS
|
34
|
||
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
(i)
|
our Annual Report on Form 10-K for the year ended December 31, 2022, including the portions of our Definitive Proxy Statement on Schedule 14A filed on March 31, 2023 incorporated by reference into the Annual Report (except for Part I, Item 1. "Business," Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," Part II, Item 8. "Financial Statements and Supplementary Data," and Part IV, Item 15(c) "Financial Statement Schedule," which have been recast in Exhibit 99.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023);
|
(ii)
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023;
|
(iii)
|
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, as amended by Amendment No. 1 to our Quarterly Report on Form 10-Q/A;
|
(iv)
|
our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023;
|
(v)
|
our Current Reports on Form 8-K, filed on February 8, 2023, February 22, 2023, May 11, 2023, August 8, 2023 (other than Item 7.01 and the related Exhibit 99.1), and October 5, 2023; and
|
(vi)
|
the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the year ended December 31, 2022, and any amendment or reports filed for the purpose of updating such description.
|
TABLE OF CONTENTS
•
|
Whole Health-Partner to address physical, behavioral and social needs to improve health, affordability, quality, equity and access for individuals and communities.
|
•
|
Exceptional Experiences-Put the consumers we serve at the center of all that we do, personalizing engagement to meet consumers where they are and optimize health outcomes across individuals and populations.
|
•
|
Care Provider Enablement-Be the easiest payer to work with by supporting care provider partners with data, insights and tools they need to deliver exceptional care for our consumers.
|
•
|
Digital Solutions-Use digital technologies such as AI to transform the way we operate our business and interact with consumers by driving improvements in efficiency and experiences and converting data into actionable insights.
|
•
|
Leadership-Redefine what is possible
|
•
|
Community-Committed, connected, invested
|
•
|
Integrity-Do the right thing, with a spirit of excellence
|
•
|
Agility-Deliver today, transform tomorrow
|
•
|
Diversity-Open our hearts and minds
|
TABLE OF CONTENTS
•
|
Anthem Blue Cross/Anthem Blue Cross and Blue Shield-represents our existing Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed plans;
|
•
|
Wellpoint-we are uniting select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and
|
•
|
Carelon-this brand brings together our healthcare-related brands and capabilities, including our CarelonRx and Carelon Services businesses, under a single brand name.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the title of the series of debt securities;
|
•
|
the maximum aggregate principal amount, if any, established for debt securities of the series; provided, however, that such amount may from time to time be increased by a board resolution;
|
•
|
whether the debt securities will be senior or subordinated debt;
|
•
|
the price or prices at which the debt securities will be sold;
|
•
|
the person to whom any interest on a debt security of the series will be payable, if other than the person in whose name that debt security (or one or more predecessor debt securities) is registered at the close of business on the regular record date for such interest;
|
•
|
the date or dates on which the principal and premium, if any, of any debt securities of the series will be payable or the method used to determine or extend those dates;
|
•
|
the rate or rates at which any debt securities of the series will bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which any such interest will accrue, or the method by which such date or dates shall be determined, the interest payment dates on which any such interest will be payable and the regular record date, if any, for any such interest payable on any interest payment date, or the method by which such date or dates shall be determined, the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months, and the right, if any, to extend or defer interest payments and the duration of such extension or deferral;
|
•
|
the place or places where the principal of, premium, if any, and interest on any debt securities of the series will be payable, the place or places where the debt securities of such series may be presented for registration of transfer or exchange, the place or places where notices and demands to or upon us in respect of the debt securities of such series may be made and the manner in which any payment may be made;
|
TABLE OF CONTENTS
•
|
the period or periods within which or the date or dates on which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part, at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities will be evidenced;
|
•
|
our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant to any sinking fund, amortization or analogous provisions or at the option of the holder thereof and the period or periods within which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which any debt securities of the series will be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
•
|
if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any debt securities of the series will be issuable;
|
•
|
if other than the trustee, the identity of each security registrar and/or paying agent;
|
•
|
if the amount of principal of, premium, if any, or interest on any debt securities of the series may be determined with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts will be determined;
|
•
|
if other than U.S. dollars, the currency, currencies or currency units in which the principal of, premium, if any, or interest on any debt securities of the series will be payable and the manner of determining the equivalent thereof in U.S. dollars for any purpose;
|
•
|
if the principal of, premium, if any, or interest on any debt securities of the series is to be payable, at our election or the election of the holder thereof, in one or more currencies or currency units other than that or those in which such debt securities are stated to be payable, the currency, currencies or currency units in which the principal of, premium, if any, or interest on such debt securities as to which such election is made will be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount will be determined);
|
•
|
if the provisions of the indenture relating to satisfaction and discharge thereof shall not apply to the debt securities of that series as set forth therein, or if provisions for the satisfaction and discharge of the indenture other than as set forth therein shall apply to the debt securities of that series;
|
•
|
if other than the entire principal amount thereof, the portion of the principal amount of any debt securities of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the indenture or the method by which such portion shall be determined;
|
•
|
if the principal amount payable at the stated maturity of any debt securities of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which will be deemed to be the principal amount of such debt securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount will be determined);
|
•
|
if other than by a board resolution, the manner in which any election by us to defease any debt securities of the series pursuant to the indenture will be evidenced; whether any debt securities of the series other than debt securities denominated in U.S. dollars and bearing interest at a fixed rate are to
|
•
|
be subject to the defeasance provisions of the indenture; or, in the case of debt securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the debt securities of the series, in whole or any specified part, will not be defeasible pursuant to the indenture;
|
•
|
if applicable, that any debt securities of the series shall be issuable in whole or in part in the form of one or more global securities and, in such case, the respective depositaries for such global securities, the form of any legend or legends which shall be borne by any such global security in addition to or in
|
TABLE OF CONTENTS
•
|
any addition to, deletion from or change in the events of default applicable to any debt securities of the series and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable;
|
•
|
any addition to, deletion from or change in the covenants applicable to debt securities of the series;
|
•
|
the terms of any right to convert or exchange debt securities of such series into any other securities or property of ours or of any other corporation or person, and the additions or changes, if any, to the indenture with respect to the debt securities of such series to permit or facilitate such conversion or exchange;
|
•
|
whether the debt securities of the series will be guaranteed by any persons and, if so, the identity of such persons, the terms and conditions upon which such debt securities will be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;
|
•
|
whether the debt securities of the series will be secured by any collateral and, if so, the terms and conditions upon which such debt securities will be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of us or of any guarantor;
|
•
|
whether the debt securities will be issued in a transaction registered under the Securities Act, and any restriction or condition on the transferability of the debt securities of such series;
|
•
|
whether the debt securities will be issued pursuant to a periodic offering program;
|
•
|
the exchanges, if any, on which the debt securities may be listed; and
|
•
|
any other terms of the debt securities of the series (which terms will not be inconsistent with the provisions of the applicable indenture, except as permitted thereunder).
|
TABLE OF CONTENTS
•
|
The Depository is:
|
•
|
a limited purpose trust company organized under the laws of the State of New York;
|
•
|
a "banking organization" within the meaning of the New York banking law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
|
•
|
a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
The Depository was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants through electronic book entry changes in accounts of its participants, eliminating the need for physical movements of securities certificates.
|
•
|
The Depository participants include securities brokers and dealers, banks, trust companies, clearing corporations and others, some of whom own the Depository.
|
•
|
Access to the Depository book-entry system is also available to others that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
|
•
|
Where we issue a Global Note in connection with the sale thereof to an underwriter or underwriters, the Depository will immediately credit the accounts of participants designated by the underwriter or underwriters with the principal amount of the debt securities purchased by the underwriter or underwriters.
|
•
|
Ownership of beneficial interests in a Global Note will be shown on, and the transfers of ownership will be effected only through, records maintained by the Depository (with respect to participants), by the participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain purchasers of securities take physical delivery in definitive form of securities they purchase. These laws may limit your ability to transfer beneficial interests in a Global Note.
|
TABLE OF CONTENTS
•
|
if the Depository is at any time unwilling or unable to continue as depository, and a successor depository is not appointed by us within 120 days;
|
•
|
if we choose to issue definitive debt securities; or
|
•
|
if there is an Event of Default (as described herein), and there is a request from the Depository or any holder of the debt securities to issue definitive debt securities.
|
•
|
Where we merge out of existence or sell all or substantially all of our assets, the other person must be a corporation (or the other person must include a corporate co-issuer of the debt securities) organized under the laws of a state or the District of Columbia or under federal law and it must agree to be legally responsible for the outstanding debt securities issued under the indentures. Upon assumption of our obligations by such a person in such circumstances, we shall be relieved of all obligations and covenants under the indentures and the debt securities.
|
•
|
The merger, sale of all or substantially all of our assets or other transaction must not cause a default on the debt securities, and we must not already be in default unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include an Event of Default that has occurred and not been cured, as described below under "Events of Default." A default for this purpose would also include any event that would be an Event of Default if we received the required notice of our default or if under the indentures the default would become an Event of Default after existing for a specified period of time.
|
•
|
We have delivered an officer's certificate and an opinion of counsel to the trustee stating that the transaction and any supplemental indenture required in connection therewith comply with the requirements of the applicable indenture.
|
TABLE OF CONTENTS
•
|
change the stated maturity of the principal or interest on a debt security;
|
•
|
reduce any amounts due on a debt security;
|
•
|
reduce any premium payable upon the redemption of the debt securities or change the date on which any debt securities may or must be redeemed;
|
•
|
change the place or currency of payment for a debt security;
|
•
|
impair your right to sue for payment;
|
•
|
reduce the percentage in principal amount of the debt securities, the approval of whose holders is needed to modify or amend the applicable indenture or the debt securities;
|
•
|
reduce the percentage in principal amount of the debt securities, the approval of whose holders is needed to waive compliance with certain provisions of the applicable indenture or to waive certain defaults;
|
•
|
modify any other aspect of the provisions dealing with modification and waiver of the applicable indenture, except to increase the percentage required for any modification or to provide that other provisions of such indenture may not be modified or waived without your consent; and
|
•
|
if the debt securities are convertible, make any change that adversely affects in any material respect the terms of conversion of such debt securities unless such change is permitted by the terms of such debt securities.
|
•
|
evidence the succession of another person to the Company;
|
•
|
add to the covenants of the Company for the benefit of the holders of the debt securities;
|
•
|
add any additional Events of Default for the benefit of the holders of the debt securities;
|
•
|
add one or more guarantees for the benefit of the holders of the debt securities;
|
•
|
secure the debt securities;
|
•
|
appoint a successor trustee, or revise any provisions of the indentures necessary to administer the trusts under the indentures;
|
•
|
provide for the issuance of additional debt securities of any series;
|
•
|
establish the form or terms of any additional debt securities issued;
|
•
|
to comply with the rules of any applicable depository;
|
•
|
alter any provisions of the indentures necessary to permit the issuance of debt securities in bearer form;
|
•
|
modify any provisions regarding one or more series of the debt securities that affect only debt securities to be issued under the applicable indenture after the changes take effect;
|
•
|
cure any ambiguity or mistakes in the indentures or the debt securities;
|
•
|
change any other provision under the indentures that does not adversely affect the interests of the holders of the debt securities;
|
•
|
supplement the indentures in order to permit the defeasance and discharge of any series of debt securities in any manner that does not adversely affect the interest of the holders of the debt securities;
|
TABLE OF CONTENTS
•
|
to comply with the rules or regulations of any securities exchange or automated quotation system on which the debt securities may be listed or traded; and
|
•
|
to comply with SEC requirements.
|
•
|
If the change affects only debt securities of one series, it must be approved by the holders of not less than a majority in principal amount of the debt securities of that series.
|
•
|
If the change affects the debt securities of one series as well as the debt securities of one or more other series issued under the applicable indenture, it must be approved by the holders of not less than a majority in principal amount of the debt securities of each series affected by the change. In each case, the required approval must be given by written consent. Most changes fall into this category.
|
•
|
the type of securities into which the debt security may be converted or exchanged;
|
•
|
the conversion price or exchange ratio, and its method of calculation;
|
•
|
whether conversion or exchange is mandatory or at your election; and
|
•
|
how the conversion price or exchange ratio may be adjusted if our debt securities are redeemed.
|
•
|
We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series money or U.S. government or U.S. government agency notes or bonds, or a combination thereof, that will generate enough cash to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates.
|
TABLE OF CONTENTS
•
|
There must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us.
|
•
|
We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above.
|
•
|
to register the transfer and exchange of debt securities;
|
•
|
to replace mutilated, destroyed, lost or stolen debt securities;
|
•
|
to maintain paying agencies; and
|
•
|
to hold money for payment in trust.
|
•
|
We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series money or U.S. government or U.S. government agency notes or bonds, or a combination thereof, that will generate enough cash to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates.
|
•
|
We must deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due.
|
•
|
Our having paid all sums payable by us under the applicable indenture, as and when the same shall be due and payable.
|
•
|
Our having delivered to the trustee for cancellation all debt securities theretofore authenticated under the applicable indenture; or, all debt securities of any series outstanding under the applicable indenture
|
TABLE OF CONTENTS
•
|
Our having delivered to the trustee an officer's certificate and an opinion of counsel, each stating that these conditions have been satisfied.
|
•
|
liquidation;
|
•
|
dissolution;
|
•
|
winding-up;
|
•
|
receivership;
|
•
|
reorganization;
|
•
|
assignment for the benefit of creditors;
|
•
|
marshaling of assets and liabilities;
|
•
|
bankruptcy;
|
•
|
insolvency; or
|
•
|
debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding,
|
•
|
there has occurred and is continuing a default in any payment with respect to Senior Debt; or
|
•
|
there has occurred and is continuing an Event of Default with respect to any Senior Debt resulting in the acceleration of, or permitting the holder or holders thereof to accelerate, the maturity thereof.
|
TABLE OF CONTENTS
•
|
every obligation of that person for money borrowed;
|
•
|
every obligation of that person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;
|
•
|
every reimbursement obligation of that person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of that person;
|
•
|
every obligation of that person incurred in connection with the acquisition of property or services, but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business;
|
•
|
every capital lease obligation of that person; and
|
•
|
every obligation of the type referred to above of another person and all dividends of another person the payment of which, in either case, such person has guaranteed or for which such person is responsible or liable, directly or indirectly, as obligor or otherwise.
|
•
|
We do not pay the principal or any premium on a note on its due date.
|
•
|
We do not pay interest on a note within 30 days of its due date.
|
•
|
We do not make any sinking fund payment when due.
|
•
|
We remain in breach of any other term of the applicable indenture for 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of the debt securities of the affected series.
|
•
|
We file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur.
|
TABLE OF CONTENTS
•
|
You must give the trustee written notice that an Event of Default has occurred and remains uncured.
|
•
|
The holders of 25% in principal amount of all outstanding debt securities of the affected series must make a written request that the trustee take action because of the Event of Default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
|
•
|
The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity.
|
•
|
No inconsistent written requests by holders of a majority in principal amount of all outstanding debt securities of the affected series have been made to the trustee within the 60 days after the written notice of the Event of Default is sent to the trustee.
|
•
|
Elevance Health's 3.350% senior unsecured notes due 2024;
|
•
|
Elevance Health's 3.500% senior unsecured notes due 2024;
|
•
|
Elevance Health's 2.375% senior unsecured notes due 2025;
|
•
|
Elevance Health's 5.350% senior unsecured notes due 2025;
|
•
|
Elevance Health's 1.500% senior unsecured notes due 2026;
|
•
|
Elevance Health's 4.900% senior unsecured notes due 2026;
|
•
|
Elevance Health's 3.650% senior unsecured notes due 2027;
|
•
|
Elevance Health's 4.101% senior unsecured notes due 2028;
|
•
|
Elevance Health's 2.875% senior unsecured notes due 2029;
|
•
|
Elevance Health's 2.250% senior unsecured notes due 2030;
|
•
|
Elevance Health's 2.550% senior unsecured notes due 2031;
|
•
|
Elevance Health's 4.100% senior unsecured notes due 2032;
|
•
|
Elevance Health's 5.500% senior unsecured notes due 2032;
|
•
|
Elevance Health's 4.750% senior unsecured notes due 2033;
|
•
|
Elevance Health's 5.950% senior unsecured notes due 2034;
|
TABLE OF CONTENTS
•
|
Elevance Health's 5.850% senior unsecured notes due 2036;
|
•
|
Elevance Health's 6.375% senior unsecured notes due 2037;
|
•
|
Elevance Health's 5.800% senior unsecured notes due 2040;
|
•
|
Elevance Health's 4.625% senior unsecured notes due 2042;
|
•
|
Elevance Health's 4.650% senior unsecured notes due 2043;
|
•
|
Elevance Health's 5.100% senior unsecured notes due 2044;
|
•
|
Elevance Health's 4.650% senior unsecured notes due 2044;
|
•
|
Elevance Health's 4.375% senior unsecured notes due 2047;
|
•
|
Elevance Health's 4.550% senior unsecured notes due 2048;
|
•
|
Elevance Health's 3.700% senior unsecured notes due 2049;
|
•
|
Elevance Health's 3.125% senior unsecured notes due 2050;
|
•
|
Elevance Health's 3.600% senior unsecured notes due 2051;
|
•
|
Elevance Health's 4.550% senior unsecured notes due 2052;
|
•
|
Elevance Health's 6.100% senior unsecured notes due 2052;
|
•
|
Elevance Health's 5.125% senior unsecured notes due 2053; and
|
•
|
Elevance Health's 4.850% senior unsecured notes due 2054
|
TABLE OF CONTENTS
•
|
the serial designation and the number of shares in that series;
|
•
|
the dividend rate or rates, whether dividends shall be cumulative and, if so, from what date, the payment date or dates for dividends, and any rights of priority or participating or other special rights with respect to dividends;
|
•
|
any voting rights of the shares;
|
•
|
whether the shares will be redeemable or convertible and, if so, the price or prices at which, and the terms and conditions on which the shares may be redeemed or converted;
|
•
|
the amount or amounts payable upon the shares in the event of voluntary or involuntary liquidation, dissolution or winding up of us prior to any payment or distribution of our assets to any class or classes of our stock ranking junior to the preferred stock;
|
•
|
whether the shares will be entitled to the benefit of a sinking fund and, if so entitled, the amount of the fund and the manner of its application, including the price or prices at which the shares may be redeemed or purchased through the application of the fund;
|
•
|
whether the shares will be subject to any restrictions on the issue of additional shares in addition to those restrictions already provided for in our articles of incorporation; and
|
•
|
any other preferences, privileges and powers, and relative, participating, optional, or other special rights, and qualifications, limitations or restrictions, as our board of directors may deem advisable and as shall not be inconsistent with the provisions of our articles of incorporation.
|
TABLE OF CONTENTS
•
|
for any institutional investor (as defined in our articles of incorporation), one share less than 10% of our outstanding voting securities;
|
•
|
for any non-institutional investor (as defined in our articles of incorporation), one share less than 5% of our outstanding voting securities; and
|
•
|
for any person, one share less than the number of shares of our common stock or other equity securities (or a combination thereof) representing a 20% ownership interest in us.
|
TABLE OF CONTENTS
•
|
the division of the board of directors into three classes serving staggered terms of office of three years;
|
•
|
provisions limiting the maximum number of directors to 19 and requiring that any increase in the number of directors then in effect must be approved by a majority of continuing directors;
|
•
|
provisions requiring that, except in certain limited circumstances, the filling of any vacancy on the board of directors must be approved by a majority of continuing directors;
|
•
|
permitting a special meeting of shareholders to be called only by the board of directors, the Chair of the Board, the Lead Director, the Chief Executive Officer, the President, or upon the written demand of any one or more shareholders owning at least 20% of our outstanding common stock; and
|
•
|
requirements for advance notice for raising business or making nominations at shareholders' meetings.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the title of the warrants;
|
•
|
the aggregate number of the warrants;
|
•
|
the price or prices at which the warrants will be issued;
|
•
|
the currencies in which the price or prices of such warrants may be payable;
|
•
|
the designation, number and terms of the securities purchasable upon exercise of the warrants;
|
•
|
the designation and terms of the other securities offered by this prospectus with which the warrants are issued, and the number of the warrants issued with each security offered by this prospectus;
|
•
|
the date, if any, on and after which the warrants and the related securities will be separately transferable;
|
•
|
the price or prices at which and currency or currencies in which the securities purchasable upon exercise of the warrants may be purchased;
|
•
|
the date on which the right to exercise the warrants shall commence and the date on which that right shall expire;
|
•
|
the minimum or maximum amount of the warrants which may be exercised at any one time;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
a discussion of material U.S. federal income tax considerations; and
|
•
|
any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
TABLE OF CONTENTS
•
|
the date for determining the securityholders entitled to the rights distribution;
|
•
|
the aggregate number of shares of common stock, preferred stock or depositary shares purchasable upon exercise of such rights and the exercise price;
|
•
|
the aggregate number of rights being issued;
|
•
|
the date, if any, on and after which such rights may be transferable separately;
|
•
|
the date on which the right to exercise such rights shall commence and the date on which such right will expire;
|
•
|
any special U.S. federal income tax consequences; and
|
•
|
any other terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights.
|
TABLE OF CONTENTS
•
|
senior debt securities or subordinated debt securities; or
|
•
|
debt obligations of third parties, including U.S. Treasury securities,
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS