Obligation Anthemia Corp 3.7% ( US94973VAW72 ) en USD

Anthemia Corp

100 % ▼

Etats-unis

US94973VAW72 ( en USD )

3.7% par an ( paiement semestriel )

14/08/2021 - Obligation échue

Prospectus brochure de l'obligation Anthem Inc US94973VAW72 en USD 3.7%, échue

2 000 USD

700 000 000 USD

94973VAW7

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

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 US94973VAW72, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2021

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VAW72, 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 US94973VAW72, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d424b2.htm 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)
2.375% Notes due 2017

$400,000,000
$46,440
3.700% Notes due 2021

$700,000,000
$81,270
Total
$1,100,000,000
$127,710

(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 10, 2011
(To Prospectus dated December 12, 2008)
$400,000,000 2.375% Notes due 2017
$700,000,000 3.700% Notes due 2021

The 2.375% Notes due 2017, which we refer to as the 2017 notes, will mature on February 15, 2017, and the 3.700% Notes due
2021, which we refer to as the 2021 notes, will mature on August 15, 2021. We refer to the 2017 notes and the 2021 notes
collectively as the notes. We will pay interest on the notes on February 15 and August 15 of each year, commencing February 15,
2012. We may redeem the notes of either series, at any time in whole, or from time to time in part, at the applicable 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 repurchase 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
Per

2017 Note

Total

2021 Note

Total

Public offering price(1)

99.530%
$398,120,000
99.884%
$699,188,000
Underwriting discount

0.600%

$ 2,400,000
0.650%

$ 4,550,000
Proceeds, before expenses, to WellPoint(1)

98.930%
$395,720,000
99.234%
$694,638,000
(1) Plus accrued interest, if any, from August 15, 2011 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 15 , 2011.

Joint Book-Running Managers

(2017 Notes)

(2021 Notes)
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Credit Suisse

Barclays Capital
Wells Fargo Securities

BofA Merrill Lynch
Senior Co-Managers

Deutsche Bank Securities

Goldman, Sachs & Co.

J.P. Morgan
SunTrust Robinson
US Bancorp
Morgan Stanley
Humphrey

Co-Managers

BB&T Capital Markets

BNY Mellon Capital Markets, LLC

Fifth Third Securities, Inc.
Huntington Investment Company

Mizuho Securities

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TABLE OF CONTENTS
Prospectus Supplement

Page
FORWARD-LOOKING STATEMENTS
ii

SUMMARY
S-1

RISK FACTORS
S-4

USE OF PROCEEDS
S-6

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT
S-7

RATIO OF EARNINGS TO FIXED CHARGES
S-8

DESCRIPTION OF THE NOTES
S-9

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-18
LEGAL MATTERS
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-24
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 and the accompanying prospectus, including the documents incorporated by reference herein and therein,
contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are intended to be
covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding
plans, objectives and expectations with respect to future operations, products and services; and statements regarding future
performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally
beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties include: those discussed and identified in our public filings
with the U.S. Securities and Exchange Commission, or SEC; increased government participation in, or regulation or taxation of health
benefits and managed care operations, including, but not limited to, the impact of the Patient Protection and Affordable Care Act and
the Health Care and Education Reconciliation Act of 2010; trends in health care costs and utilization rates; our ability to secure
sufficient premium rates including regulatory approval for and implementation of such rates; our ability to contract with providers
consistent with past practice; competitor pricing below market trends of increasing costs; reduced enrollment, as well as a negative
change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs, including those related to
non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation
therein; a downgrade in our financial strength ratings; litigation and investigations targeted at health benefits companies and our
ability to resolve litigation and investigations within estimates; our ability to repurchase shares of our common stock and pay
dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; non-compliance with the
Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties and our inability to
meet customer demands; events that result in negative publicity for us or the health benefits industry; failure to effectively maintain
and modernize our information systems and e-business organization and to maintain good relationships with third party vendors for
information system resources; events that may negatively affect our license with the Blue Cross and Blue Shield Association; possible
impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets;
intense competition to attract and retain employees; unauthorized disclosure of member sensitive or confidential information; changes
in the economic and market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity;
possible restrictions in the payment of dividends by our subsidiaries and increases in required minimum levels of capital and the
potential negative effect from our substantial amount of outstanding indebtedness; general risks associated with mergers and
acquisitions; various laws and our governing documents may prevent or discourage takeovers and business combinations; future
public health epidemics and catastrophes; and general economic downturns. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities
law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various
disclosures in our SEC reports.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in 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, the accompanying prospectus or the documents incorporated by
reference herein or therein are accurate only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since then.

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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
34.2 million members and a total of more than 69 million individuals through all subsidiaries as of June 30, 2011. 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. In a majority of these service areas we do business as
Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue Shield of Georgia, Empire Blue Cross Blue
Shield, or Empire Blue Cross (in our New York service areas). 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 or the accompanying prospectus.
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
$400,000,000 aggregate principal amount of 2.375% notes due 2017.

$700,000,000 aggregate principal amount of 3.700% notes due 2021.

Maturity Dates
For the 2017 notes February 15, 2017.

For the 2021 notes August 15, 2021.

Interest Payment Dates
February 15 and August 15 of each year, commencing February 15, 2012.

Optional Redemption
We may redeem the 2017 notes and the 2021 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 2017 notes and 30 basis points in the case of the 2021 notes, plus, in each
case, accrued and unpaid interest on the applicable notes to the date of
redemption. In addition, we may redeem the 2021 notes on or after May 15,
2021 (three months prior to their maturity date), in whole at any time, or in part
from time to time, at our option, at a redemption price equal to 100% of the
aggregate principal amount of the notes being redeemed, plus 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 2021 notes at a price equal to 101% of the principal amount
of the 2017 notes and the 2021 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

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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,

2011, we had approximately $8.8 billion of indebtedness outstanding, of which
approximately $0.6 billion consisted of indebtedness of our subsidiaries and
approximately $0.2 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." 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 $1,088,133,000
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. Assuming our pending acquisition of CareMore
Health Group is consummated, we may use a portion of the net proceeds to fund
some or all of the purchase price of such acquisition. 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 2017 notes or the 2021 notes, in each case, so that such
issue shall be consolidated and form a single series with the outstanding 2017
notes or 2021 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

Year Ended December 31,

Ended

June 30, 2011
2010
2009
2008
2007
2006
Ratio of earnings to fixed charges(1)
11.30x

10.05x 15.21x 6.82x 11.25x 11.59x
(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 the Notes
As of June 30, 2011, we had indebtedness outstanding of approximately $8.8 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 June 30, 2011, we had indebtedness outstanding of approximately $8.8 billion and had available borrowing capacity under our
amended and restated revolving credit facility of approximately $2.0 billion, which credit facility expires on September 30, 2013.
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

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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 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 June 30, 2011, we had approximately $0.2 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 June 30, 2011, we had approximately $8.8
billion of indebtedness outstanding, of which approximately $0.6 billion consisted of indebtedness of our subsidiaries.

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