Obligation Anthemia Corp 5.85% ( US94973VAL18 ) en USD

Anthemia Corp

103.259 % ▼

Etats-unis

US94973VAL18 ( en USD )

5.85% par an ( paiement semestriel )

14/01/2036

Prospectus brochure de l'obligation Anthem Inc US94973VAL18 en USD 5.85%, échéance 14/01/2036

2 000 USD

900 000 000 USD

94973VAL1

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

15/07/2025 ( Dans 7 jours )

Anthem Inc. est une société américaine de soins de santé gérant des régimes d'assurance maladie et des programmes de prestations de santé pour des millions de personnes à travers les États-Unis, offrant des services aux employeurs, aux particuliers et aux gouvernements.

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAL18, paye un coupon de 5.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2036

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAL18, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAL18, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B5 1 d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-130736
Prospectus Supplement
January 5, 2006
(To Prospectus dated December 28, 2005) $2,700,000,000

WELLPOINT, INC.
$700,000,000 5.00% Notes due 2011
$1,100,000,000 5.25% Notes due 2016
$900,000,000 5.85% Notes due 2036
The 5.00% Notes due 2011, which we refer to as the 2011 notes, will mature on January 15, 2011, the 5.25%
Notes due 2016, which we refer to as the 2016 notes, will mature on January 15, 2016, and the 5.85% Notes due
2036, which we refer to as the 2036 notes, will mature on January 15, 2036. We refer to the 2011 notes, the 2016
notes and the 2036 notes collectively as the notes. We will pay interest on the notes on January 15 and July 15 of
each year, beginning July 15, 2006. We may redeem the notes, at any time in whole or from time to time in part,
at the redemption prices discussed under the caption "Description of the Notes Optional Redemption".
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-4 of this prospectus
supplement.
Per
Per
Per
2011
2016
2036
Note
Total
Note
Total
Note
Total

Public offering price(1)

99.833% $ 698,831,000 99.630% $ 1,095,930,000 99.467% $ 895,203,000
Underwriting discount

0.600% $
4,200,000
0.650% $
7,150,000
0.875% $
7,875,000
Proceeds, before expenses, to
WellPoint(1)

99.233% $694,631,000 98.980% $1,088,780,000 98.592% $887,328,000
(1) Plus accrued interest, if any, from January 10, 2006, 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
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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
January 10, 2006.
Joint Book-Running Managers
Banc of America Securities LLC Citigroup Goldman, Sachs & Co. Merrill Lynch & Co.
Senior Co-Managers
Credit Suisse First Boston
Deutsche Bank Securities
Lehman Brothers Morgan Stanley
UBS Investment Bank
Co-Managers
BNP PARIBAS Lazard Capital Markets
Daiwa Securities SMBC Europe
SunTrust Robinson Humphrey
Wachovia Securities
Wells Fargo Securities
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Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Forward-Looking Statements

ii
Summary

S-1
Our Company

S-3
Recent Developments

S-3
Risk Factors

S-4
Use of Proceeds

S-5
Selected Consolidated Historical Financial Data of Wellpoint

S-6
Ratio of Earnings to Fixed Charges

S-8
Description of the Notes

S-9
Underwriting
S-12
Legal Matters
S-15
Prospectus

About This Prospectus

3
Cautionary Note Regarding Forward-looking Statements

3
Where You Can Find More Information

4
Incorporation of Certain Documents By Reference

4
Our Company

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends

5
Description of Securities We May Offer

6
Debt Securities

6
Description of the Preferred Stock

15
Common Stock

16
Validity of the Securities

20
Experts

20

In this prospectus supplement, "we," "us," "our," and "Wellpoint" refer to WellPoint, Inc. and/or WellPoint, Inc.
and its direct and indirect subsidiaries, as the context requires.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement contains or incorporates forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 2IE of the Securities Exchange Act of 1934. You can
identify these forward-looking statements by our use of the words "believes," "anticipates," "plans," "expects,"
"may," "will," "intends," "estimates" and similar expressions, whether in the negative or affirmative. We cannot
guarantee that we actually will achieve the plans, intentions and expectations discussed in these forward-looking
statements. Our actual results may differ materially. We have included important factors in the cautionary
statements contained or incorporated by reference in this prospectus supplement or the accompanying prospectus
that we believe would cause our actual results to differ materially from the forward-looking statements that we
make. We do not intend to update information contained in any forward-looking statement we make.
You should rely only on the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. 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 this
prospectus supplement and the accompanying prospectus is accurate as of their dates. Our business, financial
condition, results of operations and prospects may have changed since then.

ii
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SUMMARY
The following summary may not contain all 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 in the accompanying prospectus, before making an investment decision.

The Offering
Issuer
WellPoint, Inc.
Securities offered
$700,000,000 aggregate principal amount of 5.00% notes due 2011,

$1,100,000,000 aggregate principal amount of 5.25% notes due 2016,
and

$900,000,000 aggregate principal amount of 5.85% notes due 2036.
Maturity date
For the 2011 notes: January 15, 2011.

For the 2016 notes: January 15, 2016.

For the 2036 notes: January 15, 2036.
Interest payment dates
January 15 and July 15 of each year, commencing July 15, 2006.
Optional redemption
We may redeem the 2011 notes, the 2016 notes and the 2036 notes, in
each case, 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 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, at the Treasury Rate plus
15 basis points in the case of the 2011 notes, 15 basis points in the case
of the 2016 notes and 20 basis points in the case of the 2036 notes,
plus, in each case, accrued and unpaid interest to the date of
redemption. See "Description of the Notes--Optional Redemption."

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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 facilities, 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 December 31, 2005 we had less than
approximately $0.1 billion of secured debt outstanding. As of
December 31, 2005, we had approximately $6.8 billion of indebtedness
outstanding, of which approximately $0.9 billion consisted of
indebtedness of our subsidiaries.
Sinking fund
None.

S-1
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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
Securities We May Offer Debt Securities--Global Notes, Delivery
and Form."
Use of proceeds
We anticipate that we will receive proceeds of approximately
$2,669,274,600 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 repay borrowings under our bridge facility and
commercial paper program in the amount of approximately $2.7 billion
incurred to finance our acquisition of WellChoice, Inc. and for general
corporate purposes. See "Use of Proceeds."
Further issues
We may from time to time without the consent of the holders of the
notes create and issue additional securities having the same terms and
conditions as the 2011 notes, the 2016 notes or the 2036 notes, in each
case, so that such issue shall be consolidated and form a single series
with the outstanding 2011 notes, 2016 notes or 2036 notes, as the case
may be.
Trustee
The Bank of New York Trust Company, N.A.
Risk factors
See "Risk Factors" before considering an investment in the notes.

S-2
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OUR COMPANY
We are the largest publicly traded commercial health benefits company in terms of membership in the United
States. We are an independent licensee of the Blue Cross Blue Shield Association. We serve our members as the
Blue Cross licensee for California and as the Blue Cross and Blue Shield licensee for Colorado, Connecticut,
Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New
Hampshire, New York (as Blue Cross Blue Shield in 10 New York City metropolitan counties, and as Blue
Cross, Blue Shield or Blue Cross Blue Shield in selected upstate counties only), Ohio, Virginia (excluding the
Northern Virginia suburbs of Washington, D.C.) and Wisconsin. We also serve our members throughout various
parts of the United States as UniCare. We are licensed to conduct insurance operations in all 50 states and Puerto
Rico through our subsidiaries.
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.
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 the accompanying prospectus.

RECENT DEVELOPMENTS
On December 28, 2005, we announced the completion of our merger with WellChoice, Inc. The companies'
agreement to merge was announced on September 27, 2005. Under the terms of the agreement, WellChoice
stockholders received $38.25 in cash and WellPoint stock at a fixed exchange ratio of 0.5191 of a share of
WellPoint stock for each share of WellChoice stock. The value of the transaction as of September 26, 2005, was
approximately $6.5 billion.
WellPoint now serves approximately 34 million medical members through its Blue Cross, Blue Shield or Blue
Cross Blue Shield operations in 14 states and its non-Blue branded operations in other states. The company now
has over 42,000 associates nationwide.

S-3
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RISK FACTORS
You should carefully consider the risks described below together with the risk factors described in and
incorporated by reference into the accompanying prospectus, as well as all of the other information in, and
incorporated by reference in, this prospectus supplement and the accompanying prospectus before you decide to
buy the notes. If any of the risks actually occur, our business, financial condition or results of operations could
suffer. In that event, we may be unable to meet our obligations under the notes and you may lose all or part of
your investment.
Risks Relating to the Notes
As of December 31, 2005, we had indebtedness outstanding of approximately $6.8 billion and may incur
additional indebtedness in the future. As a holding company, we will not be able to repay our indebtedness
except through dividends from subsidiaries, some of which are restricted in their ability to pay such
dividends under applicable insurance law and undertakings. Such indebtedness could also adversely affect
our ability to pursue desirable business opportunities.
As of December 31, 2005, we had indebtedness outstanding of approximately $6.8 billion and had available
borrowing capacity under our amended and restated revolving credit facility of approximately $0.9 billion, which
credit facility expires on November 29, 2010. We may also incur additional indebtedness in the future. The terms
of the indenture under which the notes are issued does not prohibit us or our subsidiaries from incurring
additional indebtedness. Our debt service obligations will require us to use a portion of our cash flow to pay
interest and principal on debt instead of for other corporate purposes, including funding future expansion. If our
cash flow and capital resources are insufficient to service our debt obligations, we may be forced to seek
extraordinary dividends from our subsidiaries, sell assets, seek additional equity or debt capital or restructure our
debt. However, these measures might be unsuccessful or inadequate in permitting us to meet scheduled debt
service obligations.
As a holding company, we have no operations and are dependent on dividends from our subsidiaries for cash to
fund our debt service and other corporate needs. Our subsidiaries are separate legal entities. Furthermore, our
subsidiaries are not obligated to make funds available to us, and creditors of our subsidiaries will have a superior
claim to certain of our subsidiaries' assets. State insurance laws restrict the ability of our regulated subsidiaries to
pay dividends, and in some states we have made special undertakings that may limit the ability of our regulated
subsidiaries to pay dividends. In addition, our subsidiaries' ability to make any payments to us will also depend
on their earnings, the terms of their indebtedness, business and tax considerations and other legal restrictions. We
cannot assure you that our subsidiaries will be able to pay dividends or otherwise contribute or distribute funds to
us in an amount sufficient to pay the principal of or interest on the indebtedness owed by us. Indebtedness could
also limit our ability to pursue desirable business opportunities, and may affect our ability to maintain an
investment grade rating for our indebtedness.
We may also incur future debt obligations that might subject us to restrictive covenants that could affect our
financial and operational flexibility. Our breach or failure to comply with any of these covenants could result in a
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- #1">Prospectus Supplement