Obligation Anthemia Corp 4.85% ( US94973VBL09 ) en USD

Anthemia Corp

100 % ▲

Etats-unis

US94973VBL09 ( en USD )

4.85% par an ( paiement semestriel )

14/08/2054

Prospectus brochure de l'obligation Anthem Inc US94973VBL09 en USD 4.85%, échéance 14/08/2054

2 000 USD

250 000 000 USD

94973VBL0

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

15/02/2026 ( Dans 104 jours )

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

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VBL09, paye un coupon de 4.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2054

L'Obligation émise par Anthemia Corp ( Etats-unis ) , en USD, avec le code ISIN US94973VBL09, 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 US94973VBL09, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d767476d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178394
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
2.250% Notes due 2019

$850,000,000

$109,480
3.500% Notes due 2024

$800,000,000

$103,040
4.650% Notes due 2044

$800,000,000

$103,040
4.850% Notes due 2054

$250,000,000

$32,200
Total

$2,700,000,000

$347,760

(1)
Calculated in accordance with Rule 457(r).

Table of Contents

Prospectus Supplement
August 7, 2014
(To Prospectus dated December 9, 2011)
$2,700,000,000

WellPoint, Inc.
$850,000,000 2.250% Notes due 2019
$800,000,000 3.500% Notes due 2024
$800,000,000 4.650% Notes due 2044
$250,000,000 4.850% Notes due 2054

The 2.250% Notes due 2019, which we refer to as the 2019 notes, will mature on August 15, 2019, the 3.500% Notes due 2024, which we refer to
as the 2024 notes, will mature on August 15, 2024, the 4.650% Notes due 2044, which we refer to as the 2044 notes, will mature on August 15,
2044 and the 4.850% Notes due 2054, which we refer to as the 2054 notes, will mature on August 15, 2054. We refer to the 2019 notes, the 2024
notes, the 2044 notes and the 2054 notes collectively as the notes. We will pay interest on the notes on February 15 and August 15 of each year,
commencing February 15, 2015. We may redeem the notes of any series, in whole at any time, or in part from time to time, 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-5 of this prospectus supplement.

Per
Per
Per
Per

2019 Note
Total
2024 Note

Total
2044 Note

Total
2054 Note

Total

Public offering price(1)
99.769% $848,036,500
99.498% $795,984,000
99.791% $798,328,000
99.771%
$249,427,500
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Underwriting discount

0.600% $
5,100,000
0.650% $
5,200,000
0.875% $
7,000,000
1.000%
$
2,500,000
Proceeds, before expenses, to WellPoint
99.169% $842,936,500
98.848% $790,784,000
98.916% $791,328,000
98.771%
$246,927,500
(1) Plus accrued interest, if any, from August 12, 2014 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, 2014.

Joint Book-Running Managers

BofA Merrill Lynch
Goldman, Sachs & Co.

(All Notes)

(All Notes)
Deutsche Bank Securities
J.P. Morgan
UBS Investment Bank
US Bancorp

(2024 Notes)

(2019 Notes)

(2054 Notes)

(2044 Notes)
Senior Co-Managers

Barclays

Citigroup

Credit Suisse
Morgan Stanley

SunTrust Robinson Humphrey

Wells Fargo Securities
Junior Co-Managers

BB&T Capital Markets

Fifth Third Securities

Huntington Investment Company

MUFG

SMBC Nikko
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT
S-8
RATIO OF EARNINGS TO FIXED CHARGES
S-10
DESCRIPTION OF THE NOTES
S-11
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-16
UNDERWRITING
S-20
LEGAL MATTERS
S-24
EXPERTS
S-24
WHERE YOU CAN FIND MORE INFORMATION
S-25
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-26
Prospectus

ABOUT THIS PROSPECTUS

i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

i
RISK FACTORS

ii
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii
OUR COMPANY

1
USE OF PROCEEDS

2
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

2
DESCRIPTION OF THE DEBT SECURITIES

3
DESCRIPTION OF THE PREFERRED STOCK

13
DESCRIPTION OF THE COMMON STOCK

14
VALIDITY OF THE SECURITIES

16
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EXPERTS

16
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
Table of Contents
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. Words such as "expect(s)," "feel(s)," "believe(s),"
"will," "may," "anticipate(s)," "intend," "estimate," "project" and similar expressions are intended to identify forward-looking statements, which
generally are not historical in nature. 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 under "Risk Factors" in this prospectus supplement and those
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, or Health Care Reform; 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 participation in the federal and state
health insurance exchanges under Health Care Reform, which have experienced technical difficulties in implementation and which entail
uncertainties associated with the mix and volume of business, particularly in our individual and small group markets, that could negatively impact
the adequacy of our premium rates and which may not be sufficiently offset by the risk apportionment provisions of Health Care Reform; 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 our industry and our ability to resolve litigation and
investigations within estimates; medical malpractice or professional liability claims or other risks related to health care services provided by our
subsidiaries; 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 by any party with the Express Scripts, Inc. pharmacy benefit management services
agreement, which could result in financial penalties, our inability to meet customer demands, and sanctions imposed by governmental entities,
including the Centers for Medicare and Medicaid Services; 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 licenses 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 provisions in our governing documents that
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.

S-ii
Table of Contents
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
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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.

S-iii
Table of Contents
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 one of the largest health benefits companies in terms of medical membership in the United States, serving 37.3 million medical
members through our affiliated health plans and approximately 68.6 million individuals through all subsidiaries as of June 30, 2014. 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. 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, and Empire Blue Cross Blue Shield, or Empire Blue
Cross (in our New York service areas). We also conduct business through our AMERIGROUP Corporation, or Amerigroup, subsidiary in
Florida, Georgia, Kansas, Louisiana, Maryland, Nevada, New Jersey, New York, Tennessee, Texas and Washington. We also serve customers
throughout the country as HealthLink, UniCare and in certain Arizona, California, Nevada, New York and Virginia markets through our
CareMore Health Group, Inc. subsidiary. 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.

S-1
Table of Contents
The Offering

Issuer
WellPoint, Inc.

Securities Offered
$850,000,000 aggregate principal amount of 2.250% notes due 2019.

$800,000,000 aggregate principal amount of 3.500% notes due 2024.

$800,000,000 aggregate principal amount of 4.650% notes due 2044.

$250,000,000 aggregate principal amount of 4.850% notes due 2054.

Maturity Dates
For the 2019 notes, August 15, 2019.

For the 2024 notes, August 15, 2024
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For the 2044 notes, August 15, 2044.

For the 2054 notes, August 15, 2054

Interest Payment Dates
February 15 and August 15 of each year, commencing February 15, 2015.

Optional Redemption
We may redeem the notes of any series, in whole at any time or in part from time to
time, at our option, or, in the case of the 2024 notes, at any time or from time to time
prior to May 15, 2024 (three months prior to their maturity date), or, in the case of the
2044 notes, at any time or from time to time prior to February 15, 2044 (six months
prior to their maturity date), or, in the case of the 2054 notes, at any time or from time
to time prior to February 15, 2054 (six months prior to their maturity date), 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 10.0 basis points in the case of the 2019 notes,
17.5 basis points in the case of the 2024 notes, 25.0 basis points in the case of the 2044
notes, and 25.0 basis points in the case of the 2054 notes, plus, in each case, accrued and
unpaid interest on the applicable notes to the date of redemption. On and after May 15,
2024, in the case of the 2024 notes, on and after February 15, 2044, in the case of the
2044 notes, and on and after February 15, 2054, in the case of the 2054 notes, the notes
are redeemable at our option, in whole at any time or in part from time to time, at a
redemption price equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest on the principal amount of such notes being redeemed
to such redemption date. See "Description of the Notes--Optional Redemption. "

S-2
Table of Contents
Repurchase Upon Change of
Control
Unless we have exercised our right to redeem the 2019 notes, the 2024 notes, the 2044
notes and the 2054 notes in full, 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 notes at a price in cash equal to 101% of the principal amount of such notes, 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, 2014, we had approximately $14.8 billion of indebtedness outstanding, of
which approximately $0.3 billion consisted of indebtedness of our subsidiaries and
approximately $0.3 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
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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 the Debt Securities--Global Notes, Delivery and Form. " The notes of
each series will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess of $2,000.

Use of Proceeds
The net proceeds of this offering, after deducting the underwriting discounts and
estimated offering expenses payable by us, will be approximately $2,667,000,000. We
intend to use the net proceeds to repay or redeem all of our 5.000% Notes due 2014 (the
"2014 Notes") and to redeem or otherwise repurchase all or a portion of our 5.250%
Notes due 2016 (the "2016 Notes") at or prior to their respective maturities. We intend
to use the balance of the net proceeds from this offering for general corporate purposes,
including, but not limited to, purchases of shares of our common stock pursuant to our
share

S-3
Table of Contents
repurchase program and the repayment of short- and/or 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 offering price, original interest accrual date and/or the initial interest payment date,
as the 2019 notes, the 2024 notes, the 2044 notes or the 2054 notes, in each case, so that
such issue shall be consolidated and form a single series with the outstanding 2019
notes, 2024 notes, 2044 notes or 2054 notes offered hereby.
Trustee, Registrar and Paying
Agent
The Bank of New York Mellon Trust Company, N.A.

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

S-4
Table of Contents
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, 2014, we had indebtedness outstanding of approximately $14.8 billion and expect to 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, 2014, we had indebtedness outstanding of approximately $14.8 billion and had available borrowing capacity of approximately $2.0
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billion under our senior revolving credit facility, which expires on September 29, 2016. We also expect to 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

S-5
Table of Contents
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, 2014, we had approximately $0.3 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, 2014, we had approximately $14.8 billion of indebtedness outstanding, of which approximately $0.3 billion consisted of indebtedness of
our subsidiaries.
We may not be able to satisfy our obligations to repurchase the notes upon the occurrence of both a change of control and downgrades of the
notes.
Unless we have exercised our right to redeem the 2019 notes, the 2024 notes, the 2044 notes and the 2054 notes in full, 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, which we refer to as a change of control triggering event, we
will be required to make an offer to purchase all of the notes at a price in cash equal to 101% of the principal amount of the notes, plus any
accrued and unpaid interest to the date of repurchase. The source of funds for any purchase of our debt securities, including the notes, will be our
available cash or cash generated from our operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able
to repurchase the notes upon a change of control triggering event because we may not have sufficient financial resources to purchase all of the debt
securities that are tendered upon a change of control and repay our other indebtedness that will become due, if any. We may require additional
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financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms
or at all. Further, our ability to repurchase the notes may be limited by applicable law. See "Description of the Notes--Repurchase Upon a Change
of Control." As a result of our potential obligations to repurchase the notes, we may have to avoid certain change of control transactions that would
otherwise be beneficial to us and our shareholders.

S-6
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from the offering of the notes will be approximately $2,667,000,000, after deducting the underwriting discounts
and estimated offering expenses payable by us. We intend to use the net proceeds to repay or redeem all of the 2014 Notes and to redeem or
otherwise repurchase all or a portion of the 2016 Notes at or prior to their respective maturities. We intend to use the balance of the net proceeds
from this offering for general corporate purposes, including, but not limited to, purchases of shares of our common stock pursuant to our share
repurchase program and the repayment of short- and/or long-term debt.
The 2014 Notes accrue interest at the rate of 5.000% per year and mature on December 15, 2014. The 2016 Notes accrue interest at the rate of
5.250% per year and mature on January 15, 2016.

S-7
Table of Contents
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF WELLPOINT
The following table summarizes our financial information. We prepared this information using our unaudited consolidated financial statements for
the six-month periods ended June 30, 2014 and 2013, and our audited consolidated financial statements for each of the years in the five-year
period ended December 31, 2013, which have been audited by Ernst & Young LLP. You should read this information in conjunction with our
unaudited and audited consolidated financial statements and notes and Management's Discussion and Analysis of Financial Condition and Results
of Operations included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and Annual Report on Form 10-K for the year
ended December 31, 2013, each of which is incorporated herein by reference. See "Where You Can Find More Information" on page (ii) of the
accompanying prospectus. In our opinion, the selected financial data for the six-month periods ended June 30, 2014 and 2013, include all
adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of that data. These selected consolidated historical
financial data do not necessarily indicate the results to be expected in the future.

As of and for the Six

Months Ended June 30,

As of and for the Year Ended December 31,

2014(1)

2013(1)

2013(1)

2012(1)(2)

2011(2)

2010

2009(2)

(dollars in millions, except where indicated and except per share data)

Income Statement Data

Total operating revenue(3)

$35,874.8 $34,927.0 $70,191.4 $60,514.0 $59,865.2 $57,740.5 $60,740.0
Total revenue

36,332.8 35,266.3 71,023.5 61,497.2 60,710.7 58,698.5 64,939.5
Income from continuing operations

1,422.5 1,671.6 2,634.3 2,651.0 2,646.7 2,887.1 4,745.9
Net income

1,432.1 1,685.3 2,489.7 2,655.5 2,646.7 2,887.1 4,745.9
Per Share Data

Basic net income per share--
continuing operations

$
5.07 $
5.55 $
8.83 $
8.25 $
7.35 $
7.03 $
9.96
Diluted net income per share--
continuing operations

4.92
5.49
8.67
8.17
7.25
6.94
9.88
Dividends per share

0.8750
0.7500
1.50
1.15
1.00
--
--
Other Data (unaudited)

Benefit expense ratio(4)

82.7%
83.8%
85.1%
85.3%
85.1%
83.2%
83.6%
Selling, general and administrative
expense ratio(5)

16.0%
13.6%
14.2%
14.3%
14.1%
15.1%
14.8%
Income from continuing operations
before income taxes as a
percentage of total revenue

6.6%
7.1%
5.4%
6.3%
6.5%
7.4%
11.4%
Net income as a percentage of total
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revenue

3.9%
4.7%
3.5%
4.3%
4.4%
4.9%
7.3%
Medical membership (in thousands)
37,272
35,666
35,653
36,130
34,251
33,323
33,670
Balance Sheet Data

Cash and investments

$24,240.9 $22,448.8 $22,395.9 $22,464.6 $20,696.5 $20,311.8 $22,610.9
Total assets

62,303.6 59,612.3 59,574.5 58,955.4 52,163.2 50,242.5 52,147.9
Long-term debt, less current portion 14,037.8 14,091.5 13,573.6 14,170.8 8,465.7 8,147.8 8,338.3
Total liabilities

37,926.7 35,079.8 34,809.3 35,152.7 28,875.0 26,429.9 27,284.6
Total shareholders' equity

24,376.9 24,532.5 24,765.2 23,802.7 23,288.2 23,812.6 24,863.3

(1) The operating results of 1-800 CONTACTS, Inc. are included as discontinued operations as a result of its divestiture on January 31, 2014.
Included in Net income for the six months ended June 30, 2014 and 2013, is income from discontinued operations, net of tax, of $9.6 and
$13.7, respectively. Included in Net income for the year ended December 31, 2013 is a loss from discontinued operations, net of tax, of
$144.6. Included in Net income for the year ended December 31, 2012 is income from discontinued operations, net of tax, of $4.5.

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(2) The net assets of and results of operations for AMERIGROUP Corporation are included from its acquisition date of December 24, 2012. The
net assets of and results of operations for CareMore Health Group, Inc. are included from its acquisition date of August 22, 2011. The net
assets of and results of operations for DeCare Dental, LLC are included from its acquisition date of April 9, 2009. The results of operations for
our pharmacy benefits management, or PBM, business are included until its sale on December 1, 2009. The results of operations for the year
ended December 31, 2009 includes pre-tax and after-tax gains related to the sale of our PBM business of $3,792.3 and $2,361.2, respectively.
(3) Operating revenue is obtained by adding premiums, administrative fees and other revenue.
(4) The benefit expense ratio represents benefit expenses as a percentage of premium revenue.
(5) The selling, general and administrative expense ratio represents selling, general and administrative expenses as a percentage of total operating
revenue.

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RATIO OF EARNINGS TO FIXED CHARGES

Six

Year Ended December 31,

Months
Ended
June 30,

2014
2013
2012
2011
2010

2009

Ratio of earnings to fixed charges(1)
8.40x 6.78x 7.85x 9.25x 10.05x 15.21x

(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 defined as interest
expense, including amortization of debt discount and expense related to indebtedness and an estimated interest portion of rental expense.

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DESCRIPTION OF THE NOTES
The Notes Will be Issued under the Indenture
We will issue $850,000,000 initial aggregate principal amount of 2.250% notes due 2019, $800,000,000 initial aggregate principal amount of
3.500% notes due 2024, $800,000,000 initial aggregate principal amount of 4.650% notes due 2044 and $250,000,000 initial aggregate principal
amount of 4.850% notes due 2054. The notes will be issued under the senior note indenture dated as of January 10, 2006 between us and The Bank
of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee. The trustee has two
main roles. First, the trustee can enforce your rights against us if we default; however, there are some limitations on the extent to which the trustee
acts on your behalf. Second, the trustee performs administrative functions for us, such as sending you interest payments (as our paying agent),
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424B5
transferring your notes to a new buyer if you sell them (as our registrar) and sending you notices.
The indenture and the notes contain the full legal text of the matters described in this section. We have filed a copy of the indenture with the SEC
as an exhibit to our Current Report on Form 8-K filed on January 11, 2006. The indenture and the notes are governed by New York law.
Because this section is a summary, it does not describe every aspect of the notes and the indenture. This description is subject to, and qualified in
its entirety by, all the provisions of the indenture, including definitions of certain terms used in the indenture. For example, in this section we use
capitalized words to signify defined terms that have been given special meaning in the indenture. We describe the meaning for only the more
important terms. We urge you to read the indenture and the notes because they, and not this description, define your rights as a holder of the notes.
Terms of the Notes
The 2019 notes will mature on August 15, 2019, the 2024 notes will mature on August 15, 2024, the 2044 notes will mature on August 15, 2044
and the 2054 notes will mature on August 15, 2054. The notes will be our unsecured and unsubordinated obligations and will rank equally with all
of our other unsecured and unsubordinated indebtedness from time to time outstanding. No sinking fund will be provided with respect to the notes.
The notes will not be convertible or exchangeable for other securities or property. No additional amounts will be payable with respect to the notes.
Each series of notes will be issued in fully registered form only, in minimum denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000. Each series of notes will be issued in the form of one or more Global Securities, without coupons, which will be deposited initially with, or
on behalf of, DTC.
We will pay interest on the notes from August 12, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2015 until the principal is paid or
made available for payment. Interest will be paid to the persons in whose names the notes are registered at the close of business on February 1 or
August 1 (whether or not a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date or date of maturity of principal of the notes falls on a day that is not a Business Day, then payment of interest or
principal may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity, and no
interest will accrue for the period after such nominal date.
Optional Redemption
We will have the right to redeem the notes of any series, in whole at any time or in part from time to time, at our option, on at least 30 days' but no
more than 60 days' prior written notice mailed to the registered holders of the notes to be redeemed. Except as provided below, upon redemption
of the notes, we will pay a redemption price

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equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the Remaining
Scheduled Payments (as defined below) of the applicable notes to be redeemed, discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30 day months) at the Treasury Rate (as defined below) plus 10.0 basis points in the case of the
2019 notes, 17.5 basis points in the case of the 2024 notes, 25.0 basis points in the case of the 2044 notes, and 25.0 basis points in the case of the
2054 notes, plus, in each case, accrued and unpaid interest on the applicable notes to the redemption date.
On and after May 15, 2024, in the case of the 2024 notes, on and after February 15, 2044, in the case of the 2044 notes, and on and after
February 15, 2054, in the case of the 2054 notes, the notes are redeemable at our option, in whole at any time or in part from time to time, at a
redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of
such notes being redeemed to such redemption date.
"Treasury Rate" means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed by us as of
the second Business Day immediately preceding that redemption date, of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for that
redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the applicable notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable
notes to be redeemed.
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