Obligation Anthemia Corp 4.35% ( US94973VAS60 ) en USD

Anthemia Corp

100 % ▼

Etats-unis

US94973VAS60 ( en USD )

4.35% par an ( paiement semestriel )

14/08/2020 - Obligation échue

Prospectus brochure de l'obligation Anthem Inc US94973VAS60 en USD 4.35%, échue

2 000 USD

700 000 000 USD

94973VAS6

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 Anthem Inc. (ISIN : US94973VAS60, CUSIP : 94973VAS6), émise aux États-Unis pour un montant total de 700 000 000 USD, avec un taux d'intérêt de 4,35 %, une taille minimale d'achat de 2 000 USD et une maturité fixée au 14/08/2020, a été remboursée à 100% à sa date d'échéance, avec une fréquence de paiement semestrielle.

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424B2 1 d424b2.htm FINAL 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)
4.350% Notes due 2020
$700,000,000
$49,910
5.800% Notes due 2040
$300,000,000
$21,390
$1,000,000,000
$71,300

(1) Calculated in accordance with Rule 457(r).
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-156098
Prospectus Supplement
August 9, 2010
(To Prospectus dated December 12, 2008)
$1,000,000,000

WellPoint, Inc.
$700,000,000 4.350% Notes due 2020
$300,000,000 5.800% Notes due 2040

The 4.350% Notes due 2020, which we refer to as the 2020 notes, will mature on August 15, 2020, and the 5.800%
Notes due 2040, which we refer to as the 2040 notes, will mature on August 15, 2040. We refer to the 2020 notes and the
2040 notes collectively as the notes. We will pay interest on the notes on February 15 and August 15 of each year,
beginning February 15, 2011. 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 2020
Per 2040

Note
Total

Note

Total
Public offering price(1)

99.855%
$698,985,000
98.892%
$296,676,000
Underwriting discount

0.650%
$ 4,550,000
0.875%
$ 2,625,000
Proceeds, before expenses, to WellPoint

99.205%
$694,435,000
98.017%
$294,051,000
(1) Plus accrued interest, if any, from August 12, 2010 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 August 12, 2010.

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Joint Book-Running Managers

Goldman, Sachs & Co.
UBS Investment Bank
Deutsche Bank Securities
Morgan Stanley
Senior Co-Managers

BofA Merrill Lynch

Citi
Credit Suisse
SunTrust Robinson Humphrey
US Bancorp
Co-Managers

BB&T Capital Markets

Fifth Third Securities, Inc.

J.P. Morgan
Nikko Bank (Luxembourg) S.A.
PNC Capital Markets LLC
Wells Fargo Securities
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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-4
Use of Proceeds

S-7
Selected Consolidated Historical Financial Data of WellPoint

S-8
Ratio of Earnings to Fixed Charges

S-9
Description of the Notes
S-10
Underwriting
S-15
United States Federal Income Tax Considerations
S-18
Legal Matters
S-21
Where You Can Find More Information
S-21
Incorporation of Certain Documents by Reference
S-21
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.

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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. 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
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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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 the largest health benefits company in terms of medical membership in the United States, serving
approximately 33.5 million members as of June 30, 2010. 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 customers throughout much of 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 this prospectus supplement.

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The Offering
Issuer
WellPoint, Inc.
Securities Offered
$700,000,000 aggregate principal amount of 4.350% notes due 2020.
$300,000,000 aggregate principal amount of 5.800% notes due 2040.
Maturity Date
For the 2020 notes August 15, 2020.
For the 2040 notes August 15, 2040.
Interest Payment Dates
February 15 and August 15 of each year, commencing February 15, 2011.
Optional Redemption
We may redeem the 2020 notes and the 2040 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 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 25 basis points in the case of the 2020 notes and 30 basis points
in the case of the 2040 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 2020 notes and the 2040 notes at a price
equal to 101% of the principal amount of the 2020 notes and 2040 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 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, 2010, we had
approximately $8.5 billion of indebtedness outstanding, of which
approximately $0.6 billion consisted of indebtedness of our subsidiaries
and approximately $0.2 billion was secured debt.

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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." The notes 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
$986,451,000 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, repayment of short-term and long-term debt.
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 substantially the same terms
and conditions, other than the original interest accrual date and/or the
initial interest payment date, as the 2020 notes or the 2040 notes, in each
case, so that such issue shall be consolidated and form a single series with
the outstanding 2020 notes or 2040 notes offered hereby.
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
See "Risk Factors" before considering an investment in the notes.

Six Months Ended
Year Ended December 31,

June 30, 2010

2009

2008
2007
2006

2005
Ratio of earnings to fixed charges(1)
11.84x

15.21x 6.82x 11.25x 11.59x 15.26x
(1) For purposes of this computation, earnings are defined as income before income taxes, plus interest expense,
including amortization of debt discount and expense related to indebtedness and an estimated interest portion of
rental expense. Fixed charges are interest expense, including amortization of debt discount and expense related to
indebtedness and an estimated interest portion of rental expense.

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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 this prospectus supplement and the accompanying prospectus, as well as all of the other information in, and
incorporated by reference into, 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 our Business
Recently enacted federal health care reform legislation, as well as potential additional changes in federal or state
regulations, or the application thereof, could adversely affect our business, cash flows, financial condition and results of
operation.
During the first quarter of 2010, the U.S. Congress passed and the President signed into law the Patient Protection and
Affordable Care Act as well as the Health Care and Education Reconciliation Act of 2010, which will result in significant
changes to the current U.S. health care system. The legislation is far-reaching and is intended to expand access to health
insurance coverage over time by increasing the eligibility thresholds for most state Medicaid programs and providing certain
other individuals and small businesses with tax credits to subsidize a portion of the cost of health insurance coverage. The
legislation includes a requirement that most individuals obtain health insurance coverage beginning in 2014 and also a
requirement that most large employers offer coverage to their employees or they will be required to pay a financial penalty.
In addition, the new laws encompass certain new taxes and fees, including an excise tax on high premium insurance
policies, limitations on the amount of compensation that is tax deductible and new fees on companies in our industry which
may not be deductible for income tax purposes. The Patient Protection and Affordable Care Act also imposes new regulations
on the health insurance sector, including, but not limited to, guaranteed coverage requirements, prohibitions on some annual
and all lifetime limits, increased restrictions on rescinding coverage, establishment of minimum medical loss ratio
requirements, a requirement to cover preventive services on a first dollar basis, the establishment of state insurance
exchanges and essential benefit packages and greater limitations on how we price certain of our health insurance products.
Additionally, the legislation reduces the reimbursement levels for health plans participating in the Medicare Advantage
program over time.
Some provisions of the health care reform legislation become effective this year including those that bar health
insurance companies from placing lifetime limits on insurance coverage, those related to the increased restrictions on
rescinding coverage and those that extend coverage of dependents to the age of 26. The establishment of minimum medical
loss ratios, which could have a significant impact on our operations, will take effect for certain of our businesses beginning in
January 2011. Lastly, other significant changes, including the annual fees on health insurance companies, the excise tax on
high premium insurance policies, the guaranteed coverage requirements and the requirement that individuals obtain coverage,
do not become effective until 2014 or later.
Many of the details of the new law, including, but not limited to, the medical loss ratio requirements, require additional
guidance and specificity to be provided by the Department of Health and Human Services, the Department of Labor, the
Department of the Treasury and the National Association of Insurance Commissioners. While proposed regulations on some
provisions have been released for review and comment, all of which we are carefully evaluating, it is too early to fully
understand the impacts of the legislation on our overall business. The legislation could have a material adverse effect on our
business, cash flows, financial condition and results of operations, including potential impairments of our goodwill and other
intangible assets.
In addition, federal and state regulatory agencies may further restrict our ability to implement changes in premium rates
or impose additional restrictions, under new or existing laws, such as minimum medical loss ratio requirements or restricted
definitions of costs to be included when calculating medical loss ratios under such

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definitions. Our ability to secure sufficient premium rates, including regulatory approval for and implementation of such rates
on a timely basis, may be restricted by additional changes in federal and state regulations or by the application of existing
federal and state regulations. A limitation on our ability to increase or maintain our premium rates and more restrictive
medical loss ratio requirements could adversely affect our business, cash flows, financial condition and results of operations.
Risks Relating to the Notes
As of June 30, 2010, we had indebtedness outstanding of approximately $8.5 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 June 30, 2010, we had indebtedness outstanding of approximately $8.5 billion and had available borrowing
capacity under our amended and restated revolving credit facility of approximately $2.4 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 do 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 will have a prior claim on our assets. In that event,
because the notes are not secured by any of our assets, it is

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