Anthem, Inc. (Form: S-8 POS, Received: 05/23/2017 16:54:55)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 23, 2017

Registration No. 333-159830

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Anthem, Inc.

(Exact name of registrant as specified in its charter)


Indiana		35-2145715
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

120 Monument Circle Indianapolis, IN		46204
(Address of Principal Executive Offices)		(Zip Code)

2017 Anthem Incentive Compensation Plan

Anthem Incentive Compensation Plan (formerly, the WellPoint Incentive Compensation Plan)

(Full title of the plan)

Thomas C. Zielinski

Executive Vice President and General Counsel

Anthem, Inc.

120 Monument Circle

Indianapolis, Indiana 46204

(Name and address of agent for service)

(317) 488-6000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On June 8, 2009, Anthem, Inc. (formerly, WellPoint, Inc.) (the “Company” or the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-159830) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 33,000,000 shares, par value $0.01 per share, of the Company’s common stock (“Common Stock”) available for issuance under the Anthem Incentive Compensation Plan (formerly, the WellPoint 2006 Incentive Compensation Plan) (the “2006 Incentive Plan”). The Registration Statement also covered an indeterminate number of shares of Common Stock as may have become issuable as a result of stock splits, stock dividends or similar transactions in accordance with anti-dilution provisions. The Company paid a registration fee of $87,042.98 at that time to register the securities.

On May 18, 2017 (the “Approval Date”), shareholders of the Company approved the 2017 Anthem Incentive Compensation Plan (the “2017 Incentive Plan”). The number of shares of Common Stock for which awards may be granted under the 2017 Incentive Plan shall be (i) 16,000,000 shares of Common Stock, plus (ii) up to 21,500,000 shares of Common Stock that became available as of the Approval Date for issuance under the 2017 Incentive Plan (the “Carryover Shares”), including (a) up to 14,000,000 shares of Common Stock that have previously been approved by the Company’s shareholders for issuance under the 2006 Incentive Plan but have not been awarded under the 2006 Incentive Plan and (b) up to 7,500,000 shares of Common Stock which are subject to outstanding awards under the 2006 Incentive Plan but may become available for the grant of awards under the 2017 Incentive Plan (to the extent the shares underlying such outstanding awards are not issued due to expiration, forfeiture, cancellation, settlement in cash in lieu of shares or otherwise).

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Company disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to reflect that, as of the Approval Date, the Carryover Shares may be issued under the 2017 Incentive Plan and to file as an exhibit hereto a copy of the 2017 Incentive Plan. This Post-Effective Amendment No. 1 to the Registration Statement amends and supplements the items listed below. All other items of the Registration Statement are incorporated herein by reference without change.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement, the Company is filing a Registration Statement on Form S-8 to register 16,000,000 shares of Common Stock authorized for issuance pursuant to the 2017 Incentive Plan, which amount excludes the Carryover Shares. No additional shares of Common Stock are being registered by this Post-Effective Amendment No. 1 to the Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.*

Item 2.

Registrant Information and Employee Plan Annual Information.*

As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the 2017 Incentive Plan as may be required by Rule 428(b). Such documents are not required to be and are not being filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof. The written statement to participants will also indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) and will include the address and telephone number to which the request is to be directed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Company hereby incorporates by reference in this Registration Statement the following documents previously filed with the Commission:

•

the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission on February 22, 2017 (the “Annual Report”), including the portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 31, 2017, incorporated by reference into the Annual Report;

•

the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, filed with the Commission on April 26, 2017;

•

the Company’s Current Reports on Form 8-K filed with the Commission on January 19, 2017, May 12, 2017 (Item 1.02 only) and May 18, 2017; and

•

the description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-16751), filed with the Commission on October 26, 2001 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Indiana Business Corporation Law (the “IBCL”) provides that a corporation, unless limited by its articles of incorporation, is required to indemnify its directors and officers against reasonable expenses incurred in the successful defense of any proceeding arising out of their serving as a director or officer of the corporation.

As permitted by the IBCL, the Company’s articles of incorporation provide for indemnification of directors, officers, employees and agents of the Company against any and all liability and reasonable expenses that may be incurred by them, in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Company or any other corporation or otherwise), civil, criminal, administrative or investigative, formal or informal, in which they may become involved by reason of being or having been a director, officer, employee or agent or by reason of any action taken or not taken in their capacity as a director, officer, employee or agent. To be entitled to indemnification, those persons must have been wholly successful with respect to the claim, action, suit or proceeding, or the board of directors must have determined, based upon a written finding of legal counsel or another independent referee, or a court of competent jurisdiction must have determined, that such persons acted in good faith in what they reasonably believed to be the best interests of the Company (or at least not opposed to its best interests) and, in addition, in any criminal action, had reasonable cause to believe their conduct was lawful (or had no reasonable cause to believe that their conduct was unlawful). The Company’s articles of incorporation authorize the Company to advance funds for expenses to an indemnified person, but only upon receipt of an undertaking that he or she will repay the same if it is ultimately determined that such party is not entitled to indemnification.

The indemnification rights provided by the Company’s articles of incorporation are not exhaustive and are in addition to any rights to which a director or officer may otherwise be entitled by contract or as a matter of law. Irrespective of the provisions of the articles of incorporation, the Company’s board of directors may, at any time and from time to time, indemnify directors, officers, employees and other persons to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions.

As permitted by the IBCL, the Company maintains a standard policy of officers’ and directors’ liability insurance.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The exhibits to this Post-Effective Amendment No. 1 to the Registration Statement are listed in the Exhibit Index hereto and are incorporated herein by reference.

Item 9.

Undertakings.

The undersigned Registrant hereby undertakes:

(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

provided , however , that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Indianapolis, State of Indiana, on the 23rd day of May, 2017.


ANTHEM, INC.

By:		/s/ Joseph R. Swedish
Name:		Joseph R. Swedish
Title:		Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints John E. Gallina and Kathleen S. Kiefer, each of them acting individually, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable to enable the Company to comply with the Securities Act, and any rules, regulations, or requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of this registration statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such registration statement, and any amendments to such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities regulatory body, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable securities laws, including without limitation state securities laws, and to file the same, together with other documents in connection therewith with the appropriate authorities, including without limitation state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title of Capacities	Date

/s/ Joseph R. Swedish	Chairman, President and Chief Executive Officer (Principal Executive Officer)	May 23, 2017
Joseph R. Swedish		May 23, 2017

/s/ John E. Gallina	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 23, 2017
John E. Gallina		May 23, 2017

/s/ Ronald W. Penczek	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 23, 2017
Ronald W. Penczek		May 23, 2017



/s/ George A. Schaefer, Jr.	Director	May 23, 2017
George A. Schaefer, Jr.

/s/ R. Kerry Clark	Director	May 23, 2017
R. Kerry Clark

/s/ Robert L. Dixon, Jr.	Director	May 23, 2017
Robert L. Dixon, Jr.

/s/ Lewis Hay, III	Director	May 23, 2017
Lewis Hay, III

/s/ Julie A. Hill	Director	May 23, 2017
Julie A. Hill

/s/ Ramiro G. Peru	Director	May 23, 2017
Ramiro G. Peru

/s/ Elizabeth E. Tallett	Director	May 23, 2017
Elizabeth E. Tallett

EXHIBIT INDEX


Exhibit Number		Description of Documents

4.1**		Articles of Incorporation of the Registrant, as amended and restated effective May 18, 2017 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2017).

4.2**		Bylaws of the Registrant, as amended effective May 18, 2017 (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2017).

4.3*		Form of Specimen Certificate of the Registrant’s common stock, $0.01 par value per share.

5.1**		Opinion of Baker & Daniels LLP with respect to the legality of the Common Stock issuable under the 2006 Incentive Plan.

5.2*		Opinion of Faegre Baker Daniels LLP with respect to the legality of the Carryover Shares issuable under the 2017 Incentive Plan.

23.1*		Consent of Ernst & Young LLP.

23.2**		Consent of Baker & Daniels LLP with respect to the 2006 Incentive Plan (included in Exhibit 5.1).

23.3*		Consent of Faegre Baker Daniels LLP with respect to the 2017 Incentive Plan (included in Exhibit 5.2).

24.1*		Power of Attorney (included on signature page of this Post-Effective Amendment No. 1).

99.1**		Amended and Restated Anthem Incentive Compensation Plan, as amended effective December 2, 2014 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 2, 2014).

99.2**		2017 Anthem Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2017).

**	Previously filed

*	Filed herewith

Exhibit 4.3

Specimen of Certificate of the Registrants Common Stock

[FACE OF CERTIFICATE]

ANTM


COMMON STOCK				COMMON STOCK
PAR VALUE $0.01				THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX



Certificate Number				Shares

INCORPORATED UNDER THE LAW OF THE STATE OF INDIANA

[VIGNETTE]

Anthem, Inc.

COMMON STOCK


		CUSIP 94973V 1 0 7
		SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF Anthem, Inc. (the “Corporation”), transferable on the books of the Corporation by the registered holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Articles of Incorporation and Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.



/sig/		DATED:
President and Chief Executive Officer		COUNTERSIGNED AND REGISTERED
		COMPUTERSHARE TRUST COMPANY, N.A.
		TRANSFER AGENT AND REGISTRAR,

[SEAL]

/sig/		By /sig/
Secretary		AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

ANTHEM, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN REQUEST TO THE CORPORATION’S PRINCIPAL OFFICE A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, THE VARIATIONS IN THE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH SERIES OF EACH SUCH CLASS OF STOCK INSOFAR AS THE SAME MAY HAVE BEEN FIXED AND DETERMINED, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES.

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS ASCRIBED TO THEM IN THE CORPORATION’S ARTICLES OF INCORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “ARTICLES”), A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. NO PERSON SHALL BENEFICIALLY OWN SHARES OF CAPITAL STOCK IN EXCESS OF THE OWNERSHIP LIMIT APPLICABLE TO SUCH PERSON. SUBJECT TO CERTAIN LIMITED SPECIFIC EXCEPTIONS, THE OWNERSHIP LIMIT IS (I) FOR ANY NONINSTITUTIONAL INVESTOR, ONE SHARE LESS THAN 5% OF THE VOTING POWER, (II) FOR ANY INSTITUTIONAL INVESTOR, ONE SHARE LESS THAN 10% OF THE VOTING POWER, AND (III) FOR ANY PERSON, ONE SHARE LESS THAN THE NUMBER OF SHARES OF COMMON STOCK OR OTHER EQUITY SECURITIES (OR A COMBINATION THEREOF) REPRESENTING 20% OF THE OWNERSHIP INTEREST IN THE CORPORATION. ANY PERSON WHO ACQUIRES OR ATTEMPTS TO ACQUIRE SHARES IN VIOLATION OF THIS LIMITATION MUST NOTIFY THE CORPORATION AS PROVIDED IN THE ARTICLES. UPON ANY TRANSFER OR OTHER EVENT THAT WOULD RESULT IN ANY PERSON BENEFICIALLY OWNING CAPITAL STOCK IN EXCESS OF THE OWNERSHIP LIMIT, ALL SUCH SHARES OF CAPITAL STOCK IN EXCESS OF THE OWNERSHIP LIMIT WILL BE DEEMED EXCESS SHARES AND WILL BE AUTOMATICALLY AND IMMEDIATELY TRANSFERRED TO THE SHARE ESCROW AGENT AND BE SUBJECT TO THE PROVISIONS OF THE ARTICLES. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ARTICLES.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT — (Cust) Custodian (until age ) (Minor) under Uniform Gifts to Minors Act (State)

UNIF TRF MIN ACT — (Cust) Custodian (until age ) (Minor) under Uniform Transfers to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the common stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.


Dated: 20		Signature(s) Guaranteed: Medallion Guarantee Stamp
Signature:		THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
Signature:
Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Exhibit 5.2

Faegre Baker Daniels LLP

600 East 96 ^th Street q Suite 600

Indianapolis q Indiana 46240-3789

Phone +1 317 569 9600

Fax +1 317 569 4800

May 23, 2017

Anthem, Inc.

120 Monument Circle

Indianapolis, Indiana 46204

Re:

Post-Effective Amendment No. 1 to Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Anthem, Inc., an Indiana corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Post-Effective Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on Form S-8 filed with the Commission on June 8, 2009 (Registration No. 333-159830) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement registered 33,000,000 shares of the Company’s common stock, par value $0.01 per share, reserved for issuance pursuant to the Anthem Incentive Compensation Plan (formerly the WellPoint 2006 Incentive Compensation Plan) (the “2006 Incentive Plan”).

The Amendment reflects that, pursuant to the terms of the 2017 Anthem Incentive Compensation Plan (the “2017 Plan”), the number of shares of the Company’s common stock for which awards may be granted under the 2017 Plan includes (1) up to 14,000,000 shares of the Company’s common stock that were previously approved by the Company’s shareholders for issuance under the 2006 Incentive Plan but have not been awarded under the 2006 Incentive Plan, plus (2) up to 7,500,000 shares of the Company’s common stock which are subject to outstanding equity awards under the 2006 Incentive Plan, to the extent such shares of the Company’s common stock underlying such outstanding awards are not issued due to expiration, forfeiture, cancellation, settlement in cash in lieu of shares of the Company’s common stock or otherwise (collectively, such 21,500,000 shares of the Company’s common stock are referred to herein as the “Carryover Shares”).

For purposes of this opinion letter, we have examined the 2017 Plan, the Amendment, the Registration Statement, the Amended and Restated Articles of Incorporation, as currently in effect, and the Bylaws, as currently in effect, of the Company, and the resolutions of the Company’s Board of Directors authorizing the issuance of the Carryover Shares. We have also examined a certificate of the Corporate Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such other instruments, certificates of public officials and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes and decisions and reviewed such questions of law as we have considered necessary or appropriate. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.

In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.

Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Carryover Shares have been duly authorized and, when (a) the Amendment shall have become effective, (b) the Carryover Shares have been issued in accordance with the 2017 Plan and any applicable award agreement, and (c) where applicable, the consideration for the Carryover Shares has been received by the Company in accordance with the terms of the 2017 Plan and any applicable award agreement, the Carryover Shares will be validly issued, fully paid and nonassessable.

We do not express any opinion herein with respect to the laws of any jurisdiction other than, subject to the limitations and assumptions contained herein, the laws of the State of Indiana.

The opinions expressed are rendered as of the date first written above and are expressly limited to the matters set forth herein, and we render no opinion, whether by implication or otherwise, as to any other matters.

We hereby consent to the filing of this opinion as an exhibit to the Amendment. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.


Yours very truly,
FAEGRE BAKER DANIELS LLP

By:		/s/ Janelle Blankenship
		Janelle Blankenship, Partner

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-159830) pertaining to the 2017 Anthem Incentive Compensation Plan and the Anthem Incentive Compensation Plan (formerly, the 2006 WellPoint Incentive Compensation Plan) of Anthem, Inc. of our reports dated February 22, 2017 with respect to the consolidated financial statements and schedule of Anthem, Inc. and the effectiveness of internal control over financial reporting of Anthem, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, for an amendment to the Registration Statement to reflect that the Common Stock available for issuance under the Registration Statement will no longer be issued under the 2006 Incentive Plan and may instead be issued under the 2017 Incentive Plan.

/s/ Ernst & Young LLP

Indianapolis, Indiana

May 23, 2017