Obligation Anthemia Corp 7% ( US94973VAR87 ) en USD

Anthemia Corp

100 % ⇌

Etas-Unis

US94973VAR87 ( en USD )

7% par an ( paiement semestriel )

15/02/2019 - Obligation échue

Prospectus brochure de l'obligation Anthem Inc US94973VAR87 en USD 7%, échue

2 000 USD

600 000 000 USD

94973VAR8

NR

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US94973VAR87, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2019
L'Obligation émise par Anthemia Corp ( Etas-Unis ) , en USD, avec le code ISIN US94973VAR87, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-156098
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
Aggregate
Amount of
securities Offered
Offering Price Registration Fee(1)
6.000% Notes due 2014
$400,000,000
$15,720
7.000% Notes due 2019
$600,000,000
$23,580

$1,000,000,000
$39,300

(1) Calculated in accordance with Rule 457(r).
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Final Prospectus Supplement
Table of Contents
Prospectus Supplement
February 2, 2009
(To Prospectus dated December 12, 2008)
$1,000,000,000

WellPoint, Inc.
$400,000,000 6.000% Notes due 2014
$600,000,000 7.000% Notes due 2019

The 6.000% Notes due 2014, which we refer to as the 2014 notes, will mature on February 15, 2014, and the
7.000% Notes due 2019, which we refer to as the 2019 notes, will mature on February 15, 2019. We refer to the
2014 notes and the 2019 notes collectively as the notes. We will pay interest on the notes on February 15 and
August 15 of each year, beginning August 15, 2009. 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-5 of this prospectus
supplement.

Per 2014 Note
Total

Per 2019 Note
Total
Public offering price(1)

99.809%
$399,236,000
99.840%
$599,040,000
Underwriting discount

0.600%
$ 2,400,000
0.650%
$ 3,900,000
Proceeds, before expenses, to
WellPoint, Inc.

99.209%
$396,836,000
99.190%
$595,140,000

(1) Plus accrued interest, if any, from February 5, 2009 if settlement occurs after that date.

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Final 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 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
February 5, 2009.
Joint Book-Running Managers
Banc of America Securities LLC
Deutsche Bank Securities

(2014 Notes)

(2019 Notes)
SunTrust Robinson Humphrey
Credit Suisse
UBS Investment Bank
Goldman, Sachs & Co.

Senior Co-Managers
Mitsubishi UFJ Securities

Morgan Stanley
Co-Managers
BB&T Capital Markets
Daiwa Securities America Inc.
Fifth Third Securities, Inc.

U.S. Bancorp Investments, Inc.
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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
Forward-Looking Statements

S-ii
Notice to Investors in the European Economic Area

S-ii
Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-8
Selected Consolidated Historical Financial Data of WellPoint

S-9
Ratio of Earnings to Fixed Charges
S-10
Description of the Notes
S-11
Underwriting
S-15
Legal Matters
S-18
Where You Can Find More Information
S-18
Incorporation of Certain Documents by Reference
S-18
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

6
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends

6
Description of Securities We May Offer

7
Debt Securities

7
Description of the Preferred Stock
16
Common Stock
17
Validity of the Securities
20
Experts
21

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.

S-i
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Final Prospectus Supplement
Table of Contents
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.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of notes. Accordingly, any person
making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering
contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for us
or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case,
in relation to such offer. Neither we nor the underwriters have authorized, nor do we or they authorize, the making
of any offer of notes in circumstances in which an obligation arises for us or the underwriters to publish a
prospectus for such offer.

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Final Prospectus Supplement
Table of Contents
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 into this prospectus supplement and the accompanying prospectus, before making an investment
decision.
Our Company
We are the largest health benefits company in terms of medical membership in the United States, serving
approximately 35 million members as of December 31, 2008. 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 in 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 the Blue Cross Blue Shield licensee in 10 New York City
metropolitan and surrounding counties, and as the Blue Cross or Blue Cross Blue Shield licensee 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. 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.
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 January 28, 2009, we issued a press release announcing that fourth quarter 2008 net income on a preliminary,
unaudited basis was $331.4 million, or $0.65 per share, including net realized investment losses of $350.5 million
after-tax, or $0.69 per share. Net income in the fourth quarter of 2007 was $859.1 million, or $1.51 per share,
which included net realized investment gains of less than $0.01 per share.
Full year 2008 net income on a preliminary, unaudited basis was $2.5 billion, or $4.76 per share. These results
included:

· Net realized investment losses of $759.6 million after-tax, or $1.45 per share, consisting primarily of

other-than-temporary impairments of certain equity and fixed maturity security investments;

· An impairment charge related to certain intangible assets in our State Sponsored business, which totaled

$90.8 million after-tax, or $0.17 per share; and

· Income tax benefits totaling $473.0 million, or $0.90 per share, resulting from the favorable resolution

of certain federal and state tax matters.
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Final Prospectus Supplement
Net income for the full year of 2007 was $3.3 billion, or $5.56 per share, which included $0.01 per share in net
realized investment gains.
Membership: Medical enrollment totaled 35.0 million members at December 31, 2008, an increase of 240,000
members, or 0.7 percent, from 34.8 million at December 31, 2007. The increase was driven by our

S-1
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Final Prospectus Supplement
Table of Contents
National business, which added 504,000 members in 2008. Membership in our Senior business grew by 54,000
and enrollment in our Federal Employee Program increased by 13,000. This growth in membership was partially
offset by a decline of 206,000 in our State Sponsored programs, primarily in Ohio, and attrition of 94,000 and
31,000 members in our Individual and Local Group businesses, respectively. The attrition in our Individual and
Local Group businesses primarily resulted from our non-Blue branded products, in which membership declined
by 279,000 during the year. Enrollment in our Blue branded Individual and Local Group products increased by
154,000 members in 2008.
During the fourth quarter of 2008, medical enrollment declined by 288,000 members, or 0.8 percent. Most of this
decline occurred in our Commercial Business segment and is a reflection of the economic downturn. While our
group retention rate remained above 90 percent, Commercial in-group enrollment declines totaled 148,000 in the
fourth quarter as employers reduced workforces. The decline in membership was most pronounced in our
National business and was experienced across a number of industries. Enrollment in our Consumer Business
segment declined by 80,000, primarily related to Connecticut Medicaid members beginning to transition to other
carriers.
Operating Revenue: Operating revenue on a preliminary, unaudited basis was $15.4 billion in the fourth quarter
of 2008, an increase of 0.7 percent from $15.3 billion in the fourth quarter of 2007. The increase was driven by
premium rate increases in all medical lines of business and growth in our Medicare Advantage products. These
increases in revenue were partially offset by the loss of the New York State prescription drug contract and lower
Commercial and State Sponsored fully insured membership.
Benefit Expense Ratio: The benefit expense ratio on a preliminary, unaudited basis was 83.4 percent in the
fourth quarter of 2008, an increase of 50 basis points from 82.9 percent in the prior year quarter. The increase
resulted primarily from higher medical costs and membership mix changes in the Local Group business, including
the timing of medical claims recognition. As previously disclosed, we strengthened reserves in the first quarter of
2008 when 2007 claims costs developed at a higher level than was anticipated at December 31, 2007. We also
incurred a higher benefit expense ratio in our Medicare Advantage business during 2008.
These increases in the benefit expense ratio were partially offset by an improvement in the State Sponsored
benefit expense ratio, reflecting the withdrawal from Ohio Medicaid business, and the loss of the New York State
prescription drug contract, which had a benefit expense ratio higher than our overall average.

S-2
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Final Prospectus Supplement
Table of Contents
The Offering
Issuer
WellPoint, Inc.
Securities Offered
$400,000,000 aggregate principal amount of 6.000% notes due 2014.

$600,000,000 aggregate principal amount of 7.000% notes due 2019.
Maturity Date
For the 2014 notes February 15, 2014.

For the 2019 notes February 15, 2019.
Interest Payment Dates
February 15 and August 15 of each year, commencing August 15,
2009.
Optional Redemption
We may redeem the 2014 notes and the 2019 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 50 basis points in
the case of the 2014 notes and 50 basis points in the case of the 2019
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 2014 notes and the 2019 notes
at a price equal to 101% of the principal amount of the 2014 notes and
2019 notes, respectively, plus any accrued and unpaid interest to the
date of repurchase. See "Description of the Notes -- Repurchase
Upon a Change of Control."

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Final Prospectus Supplement
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 December 31, 2008, we had approximately

S-3
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Document Outline

Local Disk
- #1">Final Prospectus Supplement