Obligation Aetna Inc 4.125% ( US00817YAM03 ) en USD

Aetna Inc

92.6 % ⇌

Etats-unis

US00817YAM03 ( en USD )

4.125% par an ( paiement semestriel )

14/11/2042

Prospectus brochure de l'obligation Aetna Inc US00817YAM03 en USD 4.125%, échéance 14/11/2042

2 000 USD

500 000 000 USD

00817YAM0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2023 ( Dans 47 jours )

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAM03, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2042

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAM03, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAM03, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Final Prospectus Supplement
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424B5 1 d429455d424b5.htm FINAL PROSPECTUS SUPPLEMENT
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178272
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Aggregate
Securities to be Registered

Registered

Offering Price

Registration Fee(1)
1.50% Senior Notes due November 15, 2017

$500,000,000

99.519%

$68,200
2.75% Senior Notes due November 15, 2022

$1,000,000,000

98.309%

$136,400
4.125% Senior Notes due November 15, 2042

$500,000,000

98.457%

$68,200

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
November 2, 2012
(To Prospectus Dated December 2, 2011)
$2,000,000,000

$500,000,000 1.50% Senior Notes Due 2017
$1,000,000,000 2.75% Senior Notes Due 2022
$500,000,000 4.125% Senior Notes Due 2042

We are offering $500,000,000 aggregate principal amount of our 1.50% senior notes due 2017 (the "2017 Notes"), $1,000,000,000 aggregate principal amount of our 2.75%
senior notes due 2022 (the "2022 Notes") and $500,000,000 aggregate principal amount of our 4.125% senior notes due 2042 (the "2042 Notes"). The 2017 Notes, the 2022 Notes
and the 2042 Notes are collectively referred to in this prospectus supplement as the "Notes." The offering and sale of each series of Notes is not conditioned on the sale of any
other series of Notes.
The 2017 Notes will bear interest at a rate of 1.50% per year and will mature on November 15, 2017. The 2022 Notes will bear interest at a rate of 2.75% per year and will
mature on November 15, 2022. The 2042 Notes will bear interest at a rate of 4.125% per year and will mature on November 15, 2042. Interest on the Notes of each series is
payable on May 15 and November 15 of each year, beginning May 15, 2013. We may redeem the Notes of any series at any time, in whole or in part, at the redemption prices
described in this prospectus supplement.
On August 19, 2012, Aetna Inc. ("Aetna"), Jaguar Merger Subsidiary, Inc. ("Merger Sub") and Coventry Health Care, Inc. ("Coventry") entered into an agreement and plan of
merger (as amended, the "merger agreement"), pursuant to which, subject to the satisfaction or waiver of certain conditions, Aetna Inc. will acquire Coventry in a transaction
valued at approximately $7.3 billion, including the assumption of Coventry debt (the "merger"), based on the closing price of Aetna common shares on August 17, 2012. We expect
to use the net proceeds of this offering to finance, together with cash on hand and approximately $500 million of commercial paper, the cash portion of the purchase price of the
merger. See "Use of Proceeds." If the merger has not been completed by November 19, 2013 (or such later date to which the end date for the consummation of the merger may be
extended by agreement between Aetna and Coventry, as described herein) or if, prior to such date, the merger agreement is terminated, we will be obligated to redeem all of the
Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but not including, the special mandatory redemption
date (as defined herein). See "Description of the Notes--Special Mandatory Redemption."
The Notes will be unsecured senior obligations of our company and will rank equally with all of our other existing and future unsecured and unsubordinated indebtedness.
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
Investing in the Notes involves risks. See "Risk Factors" included or incorporated by reference herein, as described beginning on
page S-5 of this prospectus supplement.
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 related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting
Proceeds to
Public Offering
Discounts and
Aetna Inc.

Price(1)

Commissions

(before expenses)
Per 2017 Note

99.519%

0.600%

98.919%
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2017 Note Total

$ 497,595,000
$ 3,000,000
$ 494,595,000
Per 2022 Note

98.309%

0.650%

97.659%
2022 Note Total

$ 983,090,000
$ 6,500,000
$ 976,590,000
Per 2042 Note

98.457%

0.875%

97.582%
2042 Note Total

$ 492,285,000
$ 4,375,000
$ 487,910,000

Total

$1,972,970,000
$13,875,000
$1,959,095,000

(1) Plus accrued interest, if any, from November 7, 2012, if settlement occurs after that date.
The underwriters expect to deliver the Notes in registered book-entry form only through the facilities of The Depository Trust Company ("DTC") for the benefit of its direct
and indirect participants, including Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"), to purchasers on or about November 7, 2012.

Joint Book-Running Managers

Goldman, Sachs & Co.

UBS Investment Bank
J.P. Morgan

Morgan Stanley

RBS

Senior Co-Managers

Barclays

BofA Merrill Lynch

Citigroup
Credit Suisse

Mitsubishi UFJ Securities

SunTrust Robinson Humphrey
US Bancorp

Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.
HSBC

PNC Capital Markets LLC

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We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus
supplement and in the accompanying prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. Neither we nor the
underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell these securities. The information in this prospectus supplement and
the accompanying prospectus may only be accurate as of the date of this prospectus supplement, the accompanying prospectus or the information incorporated by reference herein
or therein, and the information in any free writing prospectus may only be accurate as of the date of such free writing prospectus. Our business, financial condition, results of
operations and/or prospects may have changed since those dates.
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

Summary

S-1

Risk Factors

S-5

Use of Proceeds

S-6

Selected Financial Information

S-7

Aetna and Coventry Unaudited Pro Forma Condensed Combined Financial Statements

S-8

Description of the Notes

S-23
Underwriting

S-32
Validity of the Notes

S-35
ERISA Matters

S-35
United States Federal Tax Matters

S-36
Where You Can Find More Information

S-37
PROSPECTUS

The Company

1
About This Prospectus

1
Where You Can Find More Information

1
Special Note on Forward-Looking Statements and Risk Factors

2
Use of Proceeds

3
Description of Capital Stock

3
Description of Debt Securities

9
Form of Debt Securities

16
Description of Warrants

18
Description of Purchase Contracts and Units

18
Certain United States Federal Tax Consequences

19
Plan of Distribution

25
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Validity of Securities

26
Independent Registered Public Accounting Firm

26
ERISA Matters

26

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In this prospectus supplement and the accompanying prospectus, all references to "Aetna," the "Company," "we," "us" and "our" refer to Aetna Inc. and its consolidated
subsidiaries, unless otherwise indicated or the context otherwise requires. The "underwriters" refers to the financial institutions named on the front cover of this prospectus
supplement.
Unless specifically indicated, the information presented in this prospectus supplement does not give effect to our proposed acquisition of Coventry Health Care, Inc.
("Coventry"), which we currently expect to complete in mid-2013.
We are offering the Notes globally for sale in those jurisdictions in the United States, Europe, Asia and elsewhere where it is lawful to make such offers. The distribution of
this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons who receive this prospectus
supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do
not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting."

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SUMMARY
This summary highlights selected information about Aetna and this offering. It does not contain all of the information that may be important to you in deciding
whether to purchase the Notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents that we have filed with the
Securities and Exchange Commission (the "SEC") that are incorporated by reference herein prior to deciding whether to purchase the Notes.
THE COMPANY
We are a diversified health care benefits company. We offer a broad range of traditional and consumer-directed health insurance products and related services,
including medical, pharmacy, dental, behavioral health, group life and disability plans, medical management capabilities, Medicaid health care management services and
health information technology services. These products are offered on both an insured and employer-funded basis. Our subsidiaries offer products in all 50 states, and our
customers include employer groups, individuals, college students, part-time and hourly workers, health plans, health care providers, governmental units, government-
sponsored plans, labor groups and expatriates. We also have a large case pensions business that manages a variety of retirement products primarily for tax qualified pension
plans.
Our principal executive offices are located at 151 Farmington Avenue, Hartford, Connecticut 06156, and our telephone number is (860) 273-0123. Internet users can
obtain information about Aetna and its services at http://www.aetna.com. This text is not an active link, and our website and the information contained on that site, or
connected to that site, are not incorporated into this prospectus supplement.

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THE OFFERING
The offering terms of the Notes are summarized below solely for your convenience. This summary is not a complete description of the Notes. You should read the full
text and more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more detailed description of the Notes, see the
discussion under the caption "Description of the Notes" beginning on page S-23 of this prospectus supplement.

Issuer
Aetna Inc.

Notes Offered
$500,000,000 aggregate principal amount of 1.50% senior notes due 2017 (the "2017 Notes");
$1,000,000,000 aggregate principal amount of 2.75% senior notes due 2022 (the "2022 Notes"); and
$500,000,000 aggregate principal amount of 4.125% senior notes due 2042 (the "2042 Notes"). The 2017
Notes, the 2022 Notes and the 2042 Notes are collectively referred to in this prospectus supplement as the
"Notes." The offering and sale of each series of Notes is not conditioned on the sale of any other series of
Notes.

Maturity
The 2017 Notes will mature on November 15, 2017. The 2022 Notes will mature on November 15, 2022.
The 2042 Notes will mature on November 15, 2042.

Interest Payment Dates
May 15 and November 15, beginning May 15, 2013.

Optional Redemption
At any time prior to October 15, 2017 (one month prior to the maturity date of the 2017 Notes), we may
redeem the 2017 Notes, in whole or in part, at the redemption price described in this prospectus
supplement, plus any interest accrued but not paid to the date of redemption. At any time on or after October
15, 2017 (one month prior to the maturity date of the 2017 Notes), we may redeem the 2017 Notes, in whole
or in part, at a redemption price equal to 100% of the principal amount of the 2017 Notes being redeemed,
plus any interest accrued but not paid to the date of redemption.

At any time prior to August 15, 2022 (three months prior to the maturity date of the 2022 Notes), we may
redeem the 2022 Notes, in whole or in part, at the redemption price described in this prospectus
supplement, plus any interest accrued but not paid to the date of redemption. At any time on or after August
15, 2022 (three months prior to the maturity date of the 2022 Notes), we may redeem the 2022 Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of the 2022 Notes being
redeemed, plus any interest accrued but not paid to the date of redemption.

At any time prior to May 15, 2042 (six months prior to the maturity date of the 2042 Notes), we may redeem
the 2042 Notes, in whole or in part, at the redemption price described in this prospectus supplement, plus
any interest accrued but not paid to the date of redemption. At any time on or after May 15, 2042 (six
months prior to the maturity date of the 2042 Notes), we may redeem the 2042 Notes, in whole or in part, at
a redemption price equal to 100% of the principal amount of the 2042 Notes being redeemed, plus any
interest accrued but not paid to the date of redemption.

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We are not required to establish a sinking fund to retire or repay the Notes of any series.

Special Mandatory Redemption
If the merger has not been completed by November 19, 2013 (or such later date to which the end date for
the consummation of the merger may be extended by agreement between Aetna and Coventry, as described
herein) or if, prior to such date, the merger agreement is terminated, we will be obligated to redeem all of
the Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued
and unpaid interest to, but not including, the special mandatory redemption date. The "special mandatory
redemption date" means the 30th day (or if such day is not a business day, the first business day thereafter)
following the transmission of a notice of special mandatory redemption, which shall be transmitted no later
than 60 days after the occurrence of the event triggering redemption. See "Description of the Notes--
Special Mandatory Redemption."

Repurchase upon Change of Control
Upon the occurrence of both (1) a Change of Control (as defined in "Description of the Notes") and (2) a
downgrade of the Notes of a series below an investment grade rating by each of the Rating Agencies (as
defined in "Description of the Notes") within a specified period, we will be required to make an offer to
purchase all of the Notes of such series at a price equal to 101% of the principal amount of the Notes of
such series, 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 senior unsecured and unsubordinated obligations and will rank equally with all of
our other existing and future unsecured and unsubordinated indebtedness. See "Description of the Notes."

Additional Issuances
In the future we may, without the consent of the holders of the Notes of a series, increase the aggregate
principal amount of Notes of such series offered on the same terms and conditions (except that the public
offering price, issue date and first interest payment date may vary).

Use of Proceeds
We expect to use the estimated $1,956,595,000 in net proceeds after deducting underwriting discounts and
commissions and estimated offering expenses from this offering to finance a portion of the cash portion of
the purchase price of the merger. See "Use of Proceeds."

Covenants
The indenture for the Notes limits our ability to consolidate with or merge with or into any other person
(other than in a merger or

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