Bond Anthemia Corp 3.3% ( US94973VBA44 ) in USD

Issuer Anthemia Corp
Market price 100 %  ▼ 
Country  United States
ISIN code  US94973VBA44 ( in USD )
Interest rate 3.3% per year ( payment 2 times a year)
Maturity 14/01/2023 - Bond has expired



Prospectus brochure of the bond Anthem Inc US94973VBA44 in USD 3.3%, expired


Minimal amount 2 000 USD
Total amount 1 000 000 000 USD
Cusip 94973VBA4
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Anthem, Inc. is a leading health benefits company offering a range of health insurance products and services to individuals, employers, and government entities.

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US94973VBA44, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2023

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US94973VBA44, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anthemia Corp ( United States ) , in USD, with the ISIN code US94973VBA44, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
424B5 1 d405287d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE


Maximum
Title of each class of
Aggregate
Amount of
securities Offered

Offering Price
Registration Fee(1)
1.250% Notes due 2015

$625,000,000
$ 71,625.00
1.875% Notes due 2018

$625,000,000
$ 71,625.00
3.300% Notes due 2023
$1,000,000,000
$114,600.00
4.650% Notes due 2043
$1,000,000,000
$114,600.00
Total
$3,250,000,000
$372,450.00

(1) Calculated in accordance with Rule 457(r).
1 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178394

Prospectus Supplement
September 5, 2012
(To Prospectus dated December 9, 2011)

$625,000,000 1.250% Notes due 2015
$625,000,000 1.875% Notes due 2018
$1,000,000,000 3.300% Notes due 2023
$1,000,000,000 4.650% Notes due 2043


The 1.250% Notes due 2015, which we refer to as the 2015 notes, will mature on September 10, 2015, the 1.875% Notes due 2018, which we refer to as the 2018 notes, will mature
on January 15, 2018, the 3.300% Notes due 2023, which we refer to as the 2023 notes, will mature on January 15, 2023, and the 4.650% Notes due 2043, which we refer to as the
2043 notes, will mature on January 15, 2043. We refer to the 2015 notes, the 2018 notes, the 2023 notes and the 2043 notes collectively as the notes. We will pay interest on the
2015 notes on March 10 and September 10 of each year, commencing March 10, 2013. We will pay interest on the 2018 notes, the 2023 notes and the 2043 notes on January 15 and
July 15 of each year, commencing on July 15, 2013. We may redeem the notes of any series, in whole at any time, or in part from time to time, at the applicable redemption prices
discussed under the caption "Description of the Notes--Optional Redemption." If we experience a change of control triggering event and have not otherwise elected to redeem
the notes, we will be required to offer to repurchase the notes from holders as described under the caption "Description of the Notes--Repurchase Upon a Change of Control."
On July 9, 2012, we and AMERIGROUP Corporation, which we refer to as Amerigroup, entered into an Agreement and Plan of Merger, pursuant to which we will acquire all the
outstanding shares of Amerigroup. We refer to this transaction as the Amerigroup Acquisition. If the Amerigroup Acquisition has not been consummated on or prior to September 9,
2013 or if, prior to such date, the merger agreement is terminated, we will be obligated to redeem all of the notes on the special redemption date (as defined herein) at a redemption
price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the special redemption date. See "Description of the Notes--
Special Mandatory Redemption." The proceeds from this offering will not be deposited into an escrow account and you will not receive a security interest in such proceeds.
The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding. We
do not intend to list the notes on any national securities exchange.


Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement.



Per
Per
Per
Per

2015 Note
Total
2018 Note
Total
2023 Note
Total
2043 Note
Total

Public offering price(1)

99.959% $624,743,750
99.772% $623,575,000
99.663% $996,630,000
99.421% $994,210,000
Underwriting
discount

0.350%
$ 2,187,500


0.600%
$ 3,750,000


0.650%
$ 6,500,000


0.875%
$ 8,750,000

Proceeds, before expenses, to Wel Point(1)
99.609% $622,556,250
99.172% $619,825,000
99.013% $990,130,000
98.546% $985,460,000
(1) Plus accrued interest, if any, from September 10, 2012 if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about September 10,
2012.


Joint Book-Running Managers

Citigroup

Credit Suisse

Deutsche Bank Securities
BofA Merrill Lynch

UBS Investment Bank

Wells Fargo Securities
Senior Co-Managers

J.P. Morgan

Morgan Stanley

SunTrust Robinson Humphrey
2 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...

US Bancorp

Co-Managers

BB&T Capital Markets

BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.
Huntington Investment Company

Mitsubishi UFJ Securities

Mizuho Securities
PNC Capital Markets LLC

SMBC Nikko
3 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1

RISK FACTORS
S-6

USE OF PROCEEDS
S-10
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-12
DESCRIPTION OF THE NOTES
S-13
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-19
UNDERWRITING
S-23
LEGAL MATTERS
S-27
EXPERTS
S-27
WHERE YOU CAN FIND MORE INFORMATION
S-28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-29
Prospectus

ABOUT THIS PROSPECTUS
i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
i

RISK FACTORS
ii

WHERE YOU CAN FIND MORE INFORMATION
ii

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ii

OUR COMPANY
1

USE OF PROCEEDS
2

RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
2

DESCRIPTION OF THE DEBT SECURITIES
3

DESCRIPTION OF THE PREFERRED STOCK
13

DESCRIPTION OF THE COMMON STOCK
14

VALIDITY OF THE SECURITIES
16

EXPERTS
16

In this prospectus supplement, "we," "us," "our," and "WellPoint" refer to WellPoint, Inc. or WellPoint, Inc. and its direct and
indirect subsidiaries, as the context requires. The term "Amerigroup" refers to AMERIGROUP Corporation and its consolidated
subsidiaries. See "Summary--Recent Developments--Pending Acquisition of Amerigroup Corporation."

S-i
4 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein,
contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are intended to be
covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995.
Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)," "intend," "estimate," "project" and similar
expressions are intended to identify forward-looking statements, which generally are not historical in nature. These statements
include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products and services; and statements regarding future performance.
Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control,
that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking
information and statements. These risks and uncertainties include: those discussed under "Risk Factors" in this prospectus supplement
and those identified in our public filings and those of AMERIGROUP Corporation with the U.S. Securities and Exchange
Commission, or SEC; increased government participation in, or regulation or taxation of health benefits and managed care operations,
including, but not limited to, the impact of the Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010; trends in health care costs and utilization rates; our ability to secure sufficient premium rates including
regulatory approval for and implementation of such rates; our ability to contract with providers consistent with past practices; our
ability to consummate the acquisition of AMERIGROUP Corporation and our ability to achieve expected synergies and operating
efficiencies in the AMERIGROUP Corporation and 1-800 CONTACTS, Inc. acquisitions within the expected timeframes or at all and
to successfully integrate our operations; such integrations may be more difficult, time consuming or costly than expected; revenues
following the transactions may be lower than expected; operating costs, customer loss and business disruption, including, without
limitation, difficulties in maintaining relationships with employees, customers, clients and suppliers, may be greater than expected
following the transactions; competitor pricing below market trends of increasing costs; reduced enrollment, as well as a negative
change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs, including those related to
non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation
therein; a downgrade in our financial strength ratings; litigation and investigations targeted at health benefits companies and our
ability to resolve litigation and investigations within estimates; medical malpractice or professional liability claims or other risks
related to health care services provided by our subsidiaries; risks inherent in selling healthcare products in the consumer retail
market; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash
flow and earnings and other considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management
services agreement, which could result in financial penalties, our inability to meet customer demands, and sanctions imposed by
governmental entities, including the Centers for Medicare and Medicaid Services; events that result in negative publicity for us or the
health benefits industry; failure to effectively maintain and modernize our information systems and e-business organization and to
maintain good relationships with third party vendors for information system resources; events that may negatively affect our license
with the Blue Cross and Blue Shield Association; possible impairment of the value of our intangible assets if future results do not
adequately support goodwill and other intangible assets; intense competition to attract and retain employees; unauthorized disclosure
of member sensitive or confidential information; changes in the economic and market conditions, as well as regulations that may
negatively affect our investment portfolios and liquidity; possible restrictions in the payment of dividends by our subsidiaries and
increases in required minimum levels of capital and the potential negative effect from our substantial amount of outstanding
indebtedness; general risks associated with mergers and acquisitions; various laws and provisions in our governing documents that
may prevent or discourage takeovers and business combinations; future public health epidemics and catastrophes; and general
economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the
date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to republish revised
forward-looking

S-ii
5 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are
also urged to carefully review and consider the various disclosures in our SEC reports. We refer to AMERIGROUP Corporation's
public filings solely for informational purposes. We are not incorporating the contents of any of AMERIGROUP Corporation's filings
into this prospectus supplement or the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying
prospectus or in any free writing prospectus prepared by or on behalf of us. We have not, and the underwriters have not, authorized
any other person to provide you with different information. We and the underwriters do not take responsibility for, and can provide no
assurance as to the reliability of, any information that others may give you. We are not, and the underwriters are not, making an offer
to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
or incorporated by reference into this prospectus supplement, the accompanying prospectus or the documents incorporated by
reference herein or therein are accurate only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since then.

S-iii
6 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
SUMMARY
The following summary may not contain all of the information that may be important to you. You should read the entire
prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus, before making an investment decision.
Our Company
We are one of the largest health benefits companies in the United States, serving 33.5 million medical members through our
affiliated health plans and more than 65.0 million individuals through all subsidiaries as of June 30, 2012. We are an independent
licensee of the Blue Cross and Blue Shield Association, or BCBSA, an association of independent health benefit plans. We serve
our members as the Blue Cross licensee for California and as the Blue Cross and Blue Shield, or BCBS, licensee for: Colorado,
Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New
Hampshire, New York (as BCBS in 10 New York City metropolitan and surrounding counties, and as Blue Cross or BCBS in
selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), and Wisconsin. In a
majority of these service areas we do business as Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue
Shield of Georgia, Empire Blue Cross Blue Shield, or Empire Blue Cross (in our New York service areas). We also serve
customers throughout the country as UniCare and in certain California, Arizona and Nevada markets through our CareMore Health
Group, Inc., or CareMore, subsidiary. We are licensed to conduct insurance operations in all 50 states through our subsidiaries.
We also sell contact lenses, eyeglasses and other ocular products through our recently acquired 1-800 CONTACTS, Inc., or
1-800 CONTACTS, subsidiary.
WellPoint is incorporated under the laws of the State of Indiana. Our principal executive offices are located at 120 Monument
Circle, Indianapolis, Indiana 46204 and our telephone number is (317) 488-6000. We maintain a website at www.wellpoint.com
where general information about us is available. We are not incorporating the contents of the website into this prospectus
supplement or the accompanying prospectus.
If you would like to find more information about us, please see the sections entitled "Where You Can Find More Information"
and "Incorporation of Certain Documents by Reference" in this prospectus supplement.
Recent Developments
Pending Acquisition of Amerigroup Corporation
On July 9, 2012, we, WellPoint Merger Sub, Inc. and Amerigroup entered into a merger agreement, pursuant to which we will
acquire all the outstanding shares of Amerigroup for $92 per share in cash. We refer to this transaction as the Amerigroup
Acquisition. We estimate that the total consideration and related fees and expenses payable by us in connection with the
Amerigroup Acquisition will be approximately $5.0 billion. The Amerigroup Acquisition is expected to close by the end of the
fourth quarter of 2012, but given the expected timing of receipt of regulatory clearances and approvals, the transaction will not be
completed until after October 31, 2012. See "Risk Factors--Risks Related to the Proposed Amerigroup Acquisition."
Amerigroup is a multi-state managed healthcare company whose primary focus is on persons who receive healthcare benefits
through publicly funded healthcare programs, including Medicaid, Children's Health Insurance Program, Medicaid expansion
programs and Medicare Advantage. We believe the Amerigroup Acquisition will further our goal of creating better health care
quality at more affordable prices for our customers and will better enable us to more effectively and efficiently serve the growing
Medicaid population, including the expanding dual eligible (persons who are eligible for both Medicare and Medicaid benefits),
seniors and persons with disabilities, and long-term services and support markets.


S-1
7 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
Consummation of the Amerigroup Acquisition is subject to customary conditions, including, among others, (i) adoption of the
merger agreement by holders of a majority of the outstanding shares of Amerigroup's common stock, (ii) receipt of regulatory
approvals and the absence of the imposition of certain material restrictions in connection with receipt of certain of these
approvals, (iii) the absence of any law or order preventing or prohibiting the consummation of the merger and (iv) certain other
customary closing conditions. The Amerigroup Acquisition is not subject to any financing condition.
The merger agreement contains certain termination rights for both us and Amerigroup, and further provides that, upon termination
of the merger agreement under specified circumstances, Amerigroup may be required to pay us a termination fee of $146 million.
The merger agreement contains certain other termination rights for each of us and Amerigroup, including the right of each party to
terminate the merger agreement if the Amerigroup Acquisition has not been consummated on or prior to June 9, 2013, subject to
each party's right to extend the merger agreement to September 9, 2013 if all closing conditions other than receipt of antitrust and
regulatory approvals have been satisfied on or prior to June 9, 2013.
A copy of the merger agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC on July 10, 2012,
which is incorporated by reference into this prospectus supplement and the accompanying prospectus. The foregoing description
of the Amerigroup Acquisition and the merger agreement does not purport to be complete and is qualified in its entirety by
reference to such exhibit. The merger agreement provides information regarding its terms only. It is not intended to provide any
other factual information about Amerigroup or us. The merger agreement contains representations and warranties of the parties
thereto made to and solely for the benefit of each other. Moreover, certain representations and warranties in the merger agreement
were used for the purpose of allocating risk rather than establishing matters of fact. Accordingly, you should not rely on the
warranties as characterizations of the actual state of facts. The consummation of this offering is not conditioned upon completion
of the Amerigroup Acquisition. We may not consummate the Amerigroup Acquisition within our expected time frame, or at all.
See "Risk Factors--Risks Relating to the Proposed Amerigroup Acquisition."
Financing of the Amerigroup Acquisition
We estimate that the total consideration and related fees and expenses payable by us in connection with the Amerigroup
Acquisition will be approximately $5.0 billion. We intend to fund a portion of these obligations using approximately $3.1 billion
of net proceeds from the sale of the notes offered hereby, and expect to fund the remaining balance with a combination of cash on
hand and commercial paper borrowings. Credit Suisse AG (an affiliate of Credit Suisse Securities (USA) LLC) and Credit Suisse
Securities (USA) LLC (a joint book-running manager in this offering) have committed to provide a bridge financing facility under
which we may borrow up to $3.0 billion (minus the net proceeds from this offering) to finance the merger consideration and
related fees and expenses. This bridge financing commitment has been syndicated to other lenders pursuant to a Bridge Facility
Agreement dated July 30, 2012.


S-2
8 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
The Offering

Issuer
WellPoint, Inc.

Securities Offered
$625,000,000 aggregate principal amount of 1.250% notes due 2015.

$625,000,000 aggregate principal amount of 1.875% notes due 2018.


$1,000,000,000 aggregate principal amount of 3.300% notes due 2023.


$1,000,000,000 aggregate principal amount of 4.650% notes due 2043.

Maturity Dates
For the 2015 notes, September 10, 2015.

For the 2018 notes, January 15, 2018.


For the 2023 notes, January 15, 2023.


For the 2043 notes, January 15, 2043.

Interest Payment Dates
For the 2015 notes, March 10 and September 10 of each year, commencing
March 10, 2013.

For the 2018 notes, the 2023 notes and the 2043 notes, January 15 and July 15 of

each year, commencing July 15, 2013.

Optional Redemption
We may redeem the notes of any series, in whole at any time or in part from time
to time, at our option, at a redemption price equal to the greater of (1) 100% of
the aggregate principal amount of the notes being redeemed and (2) the sum of
the remaining scheduled payments of principal and interest in respect of the
applicable notes being redeemed (not including any portion of the payments of
interest accrued as of the date of redemption) discounted to its present value, on
a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the
Treasury Rate plus 15 basis points in the case of the 2015 notes, 20 basis points
in the case of the 2018 notes, 30 basis points in the case of the 2023 notes, and
30 basis points in the case of the 2043 notes, plus, in each case, accrued and
unpaid interest on the applicable notes to the date of redemption. See
"Description of the Notes--Optional Redemption."

Special Mandatory Redemption
If the Amerigroup Acquisition has not been consummated on or prior to
September 9, 2013 or if, prior to such date, the merger agreement is terminated,
we will be obligated to redeem all of the notes on the special redemption date at
a redemption price equal to 101% of the principal amount of such notes, plus
accrued and unpaid interest to, but not including, the special redemption date.
The "special redemption date" means the earlier to occur of (1) October 9, 2013
or (2) the 30th day (or if such day is not a Business Day, the first Business Day
thereafter) following the termination of the merger agreement for any reason.
See "Description of the Notes--Special Mandatory Redemption."


S-3
9 of 57
9/7/2012 9:01 AM


Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1156039/000119312512383219...
Table of Contents
Repurchase Upon Change of Control
Unless we have exercised our right to redeem the 2015 notes, the 2018 notes,
the 2023 notes and the 2043 notes in full, upon the occurrence of both (1) a
change of control of us and (2) a downgrade of the notes below an investment
grade rating by each of Moody's Investors Service Inc., Standard & Poor's
Ratings Services and Fitch Ratings Inc. within a specified period, we will be
required to make an offer to purchase all of the notes at a price equal to 101% of
the principal amount of such notes, plus any accrued and unpaid interest to the
date of repurchase. See "Description of the Notes--Repurchase Upon a
Change of Control."

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank
equally with all of our current and future unsecured and unsubordinated
indebtedness, including any borrowings under our senior credit facility, and
senior to all of our future subordinated debt. The notes will effectively rank
junior to any of our future secured indebtedness to the extent of the value of the
assets securing such indebtedness. The notes will not be guaranteed by any of
our subsidiaries and will therefore be effectively subordinated to all existing
and future liabilities of our subsidiaries. The indenture does not restrict our
ability or the ability of our subsidiaries to incur other indebtedness. As of June
30, 2012, we had approximately $11.1 billion of indebtedness outstanding, of
which approximately $0.2 billion consisted of indebtedness of our subsidiaries
and approximately $0.2 billion was secured debt.

Sinking Fund
None.

Form and Denomination of Notes
The notes of each series will initially be represented by one or more global
notes which will be deposited with a custodian for, and registered in the name
of a nominee of The Depository Trust Company, or DTC. Indirect holders
trading their beneficial interests in the global notes through DTC must trade in
DTC's same-day funds settlement system and pay in immediately available
funds. The notes may only be withdrawn from DTC in the limited situations
described in the accompanying prospectus in the section entitled "Description
of the Debt Securities--Global Notes, Delivery and Form." The notes of each
series will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.

Use of Proceeds
We anticipate that we will receive proceeds of approximately $3.21 billion
from the sale of the notes after deducting underwriting discounts and our offering
expenses. We intend to use the net proceeds of this offering to pay a portion of
the purchase price of the Amerigroup Acquisition and for general corporate
purposes. See "Use of Proceeds."


S-4
10 of 57
9/7/2012 9:01 AM