Obligation Elevance Health 5.875% ( US94973VAM90 ) en USD

Elevance Health

100 % ▲

Etas-Unis

US94973VAM90 ( en USD )

5.875% par an ( paiement semestriel )

15/06/2017 - Obligation échue

Prospectus brochure de l'obligation Elevance Health US94973VAM90 en USD 5.875%, échue

2 000 USD

700 000 000 USD

94973VAM9

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US94973VAM90, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2017

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US94973VAM90, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Elevance Health ( Etas-Unis ) , en USD, avec le code ISIN US94973VAM90, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 42
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-130736
Prospectus Supplement
June 5, 2007
(To Prospectus dated December 28, 2005)

$1,500,000,000

WellPoint, Inc.

$700,000,000 5.875% Notes due 2017
$800,000,000 6.375% Notes due 2037

The 5.875% Notes due 2017, which we refer to as the 2017 notes, will mature on June 15, 2017, and the 6.375% Notes
due 2037, which we refer to as the 2037 notes, will mature on June 15, 2037. We refer to the 2017 notes and the 2037 notes
collectively as the notes. We will pay interest on the notes on June 15 and December 15 of each year, beginning December
15, 2007. We may redeem the notes of each series, 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." 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 purchase the notes from
holders as described under the caption "Description of the Notes Repurchase Upon a Change of Control."

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 2017
Per 2037
Note
Total
Note
Total

Public offering price(1)

99.282%
$694,974,000
99.561%
$796,488,000
Underwriting discount

0.650%
$ 4,550,000
0.875%
$ 7,000,000
Proceeds, before expenses, to WellPoint(1)

98.632%
$690,424,000
98.686%
$789,488,000
(1) Plus accrued interest, if any, from June 8, 2007, 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 June 8, 2007.

Joint Book-Running Managers

Banc of America Securities LLC
Citi

(2017 Notes)

(2037 Notes)
Goldman, Sachs & Co.

Credit Suisse
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Merrill Lynch & Co.

Morgan Stanley
Senior Co-Managers
Deutsche Bank Securities
Lehman Brothers
UBS Investment Bank
Co-Managers
BB&T Capital Markets

Mitsubishi UFJ Securities
Piper Jaffray

Wells Fargo Securities
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Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Forward-Looking Statements

ii
Summary of the Offering
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-7
Description of the Notes
S-8
Underwriting
S-

13
Legal Matters
S-

16
Where You Can Find More Information
S-

16
Incorporation of Certain Documents by Reference
S-

16
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 21E 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, 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. 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 or
incorporated by reference into this prospectus supplement and the accompanying prospectus is accurate only as of their dates.
Our business, financial condition, results of operations and prospects may have changed since then.

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SUMMARY OF THE OFFERING

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 in the
accompanying prospectus, before making an investment decision.

Issuer
WellPoint, Inc.

Securities offered
$700,000,000 aggregate principal amount of 5.875% notes due 2017, and
$800,000,000 aggregate principal amount of 6.375% notes due 2037.

Maturity date
For the 2017 notes: June 15, 2017.
For the 2037 notes: June 15, 2037.

Interest payment dates
June 15 and December 15 of each year, commencing December 15, 2007.

Optional redemption
We may redeem the 2017 notes and the 2037 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 (assuming a 360-day year of twelve
30-day months), at the Treasury Rate plus 15 basis points in the case of the
2017 notes and 25 basis points in the case of the 2037 notes, plus, in each case,
accrued and unpaid interest to the date of redemption. See "Description of the
Notes--Optional Redemption."

Repurchase upon change of control.
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
2017 notes and the 2037 notes at a price equal to 101% of the principal amount
of the 2017 notes and 2037 notes, respectively, 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

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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 March 31, 2007, we had approximately $7.1 billion of

indebtedness outstanding, of which approximately $0.5 billion consisted of
indebtedness of our subsidiaries and less than approximately $0.1 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 Securities We May Offer--Debt Securities--Global Notes, Delivery and
Form."

Use of proceeds
We anticipate that we will receive proceeds of approximately $1,478,282,000
from the sale of the notes after deducting underwriting discounts and our
offering expenses. We intend to use the net proceeds of this offering for
working capital and for general corporate purposes, including, but not limited
to, repurchasing shares of our common stock. 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 2017 notes or the 2037 notes, in each case, so that such issue shall be
consolidated and form a single series with the outstanding 2017 notes or 2037
notes.

Trustee
The Bank of New York Trust Company, N.A.

Risk factors
See "Risk Factors" before considering an investment in the notes.

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OUR COMPANY

We are the largest health benefits company in terms of commercial membership in the United States, serving
approximately 34.9 million medical members as of March 31, 2007. We now have approximately 41,000 associates
nationwide. 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. We also serve our members throughout the country as UniCare. We
are licensed to conduct insurance operations in all 50 states 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 February 26, 2007, we announced the promotion of Angela F. Braly to President and Chief Executive Officer,
effective June 1, 2007. Ms. Braly succeeded Larry C. Glasscock, who retired on June 1, 2007 as President and Chief
Executive Officer. Mr. Glasscock will continue in his role as Chairman of the Board.

On May 31, 2007, we announced the resignation of David C. Colby as Vice Chairman, Chief Financial Officer and
Executive Vice President effective as of May 30, 2007. Also on May 31, 2007, we announced the appointment of Wayne S.
DeVeydt as Chief Financial Officer and Executive Vice President effective as of May 31, 2007. Mr. DeVeydt has served as
our Senior Vice President and Chief Accounting Officer since March 2005. Prior to joining us, Mr. DeVeydt served with
PricewaterhouseCoopers LLP in many roles since 1996, including as the lead engagement partner for a number of large,
national managed care and insurance companies.

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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 March 31, 2007, we had indebtedness outstanding of approximately $7.1 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 March 31, 2007, we had indebtedness outstanding of approximately $7.1 billion and had available borrowing
capacity under our amended and restated revolving credit facility of approximately $1.1 billion, which credit facility expires
on September 30, 2011. 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 default under our
credit agreements. If we default under our credit agreements, the lenders could cease to make further extensions of credit or
cause all of our outstanding debt obligations under our credit agreements to become immediately due and payable, together
with accrued and unpaid interest. If the indebtedness under the notes or our credit agreements is accelerated, we may be
unable to repay or finance the amounts due.

The notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets.

The notes are not secured by any of our assets. The terms of the indenture permit us to incur secured debt. If we become
insolvent or are liquidated, or if payment under any of the agreements governing our secured debt is accelerated, the lenders
under our secured debt agreements will be entitled to exercise the remedies available to a secured lender under applicable law
and pursuant to agreements governing that debt. Accordingly, the lenders

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will have a prior claim on our assets. In that event, because the notes are not secured by any of our assets, it is possible that
there will be no assets remaining from which claims of the holders of notes can be satisfied or, if any assets remain, the
remaining assets might be insufficient to satisfy those claims in full. As of March 31, 2007, we had less than approximately
$0.1 billion of secured debt outstanding.

The notes are effectively subordinated to the indebtedness of our subsidiaries.

Because we operate as a holding company, our right to participate in any distribution of assets of any subsidiary upon
that subsidiary's dissolution, winding-up, liquidation, reorganization or otherwise (and thus the ability of the holders of the
notes to participate indirectly from the distribution) is subject to the prior claims of the creditors of that subsidiary, except to
the extent that we are a creditor of the subsidiary and our claims are recognized. Therefore, the notes are effectively
subordinated to all indebtedness and other obligations of our subsidiaries. Our subsidiaries are separate legal entities and have
no obligations to pay, or make funds available for the payment of, any amounts due on the notes. The indenture governing the
notes does not prohibit or limit the incurrence of indebtedness and other liabilities by us or our subsidiaries. The incurrence
of additional indebtedness and other liabilities by us or our subsidiaries could adversely affect our ability to pay obligations
on the notes. As of March 31, 2007, we had approximately $7.1 billion of indebtedness outstanding, of which approximately
$0.5 billion consisted of indebtedness of our subsidiaries.

USE OF PROCEEDS

We expect to receive proceeds from the sale of the notes in the amount of approximately $1,478,282,000 after deducting
underwriting discounts and our offering expenses. We intend to use the net proceeds of this offering for working capital and
for general corporate purposes, including, but not limited to, repurchasing shares of our common stock.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT

The following table summarizes financial information for WellPoint. WellPoint prepared this information using its
unaudited consolidated financial statements for the three-month periods ended March 31, 2007 and 2006, and its consolidated
financial statements for each of the years in the five-year period ended December 31, 2006, which have been audited by
Ernst & Young LLP. You should read this information in conjunction with WellPoint's unaudited and audited consolidated
financial statements and notes and Management's Discussion and Analysis of Financial Condition and Results of Operations
included in WellPoint's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and Annual Report on Form
10-K for the year ended December 31, 2006, each of which is incorporated herein by reference. See "Where You Can Find
More Information" on page 4 of the accompanying prospectus. In WellPoint's opinion, the selected financial data for the
three-month periods ended March 31, 2007 and 2006, include all adjustments, consisting of only normal recurring
adjustments, necessary for a fair statement of that data. This selected consolidated historical financial data does not
necessarily indicate the results to be expected in the future.

As of and for the
Three Months Ended
March 31
As of and for the Years Ended December 31

2007
2006
2006
20051
20041
2003
20021

(In millions, except where indicated and
(Unaudited)
except per share data)

Income Statement Data

Total operating revenue2,3
$14,832.4
$13,633.5
$56,160.4
$43,991.2
$20,398.3 $16,457.0
$12,984.1
Total revenue3
15,079.2
13,838.5
57,038.8
44,614.1
20,752.5 16,751.3
13,275.9
Net income

783.1
731.8
3,094.9
2,463.8
960.1

774.3
549.1
Per Share Data

Basic income from continuing operations
$
1.28
$
1.12
$
4.93
$
4.03
$
3.15 $
2.80
$
2.31
Diluted income from continuing operations

1.26
1.09
4.82
3.94
3.05

2.73
2.26
Other Data (unaudited)

Benefit expense ratio3, 4

83.1%
81.3%
81.2%
80.1%
81.6%
80.5%
82.0%
Selling, general and administrative expense ratio3, 4

14.4%
15.9%
15.7%
16.5%
17.0%
18.8%
19.4%
Income before income taxes as a percentage of total
revenue3

8.3%
8.5%
8.6%
8.7%
7.0%
7.2%
6.0%
Net income as a percentage of total revenue

5.2%
5.3%
5.4%
5.5%
4.6%
4.6%
4.1%
Medical membership

(In thousands)

34,875
34,158
34,101
33,856
27,728 11,927
11,053
Balance Sheet Data

Cash and investments3
$22,400.0
$20,481.8
$20,812.2
$20,336.0
$15,792.2 $ 7,478.2
$ 6,726.4
Total assets3
53,489.2
51,365.7
51,759.8
51,287.2
39,663.3 13,408.9
12,413.6
Long-term debt

6,585.6
6,663.9
6,493.2
6,324.7
4,289.5 1,662.8
1,659.4
Total liabilities3

28,349.8
27,252.8
27,184.0
26,294.1
20,204.3 7,409.0
7,051.3
Total shareholders' equity

25,139.4
24,112.9
24,575.8
24,993.1
19,459.0 5,999.9
5,362.3
(1) The net assets for WellChoice, Inc. and the net assets of and results of operations for Lumenos, Inc., WellPoint Health Networks Inc., and Trigon Healthcare,
Inc. are included from their respective acquisition dates of December 28, 2005 (effective December 31, 2005 for accounting purposes), June 9, 2005,
November 30, 2004 and July 31, 2002.
(2) Operating revenue is obtained by adding premiums, administrative fees and other revenue.
(3) Certain prior year amounts have been reclassified to conform to the current year presentation.
(4) The benefit expense ratio represents benefit expenses as a percentage of premium revenue. The selling, general and administrative expense ratio represents
selling, general and administrative expenses as a percentage of total operating revenue.

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