Bond Aethel Inc 6.75% ( US00817YAG35 ) in USD

Aethel Inc

110.593 % ▲

United States

US00817YAG35 ( in USD )

6.75% per year ( payment 2 times a year)

14/12/2037

Prospectus brochure of the bond Aetna Inc US00817YAG35 en USD 6.75%, maturity 14/12/2037

2 000 USD

533 498 000 USD

00817YAG3

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/12/2025 ( In 28 days )

Aetna Inc. is a major American health insurance company offering a range of health care products and services, including medical, dental, behavioral health, pharmacy, and disability benefits, serving both individuals and employers.

Aetna Inc. (US00817YAG35, CUSIP: 00817YAG3) issued a USD 533,498,000 bond with a 6.75% coupon rate, maturing on December 14, 2037, currently trading at 110.593% of par, paying semi-annually, with a minimum purchase size of 2,000, rated BBB by S&P and Baa2 by Moody's.

PROSPECTUS SUPPLEMENT
424B5 1 y42713b5e424b5.htm PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE

Title Of Each Class

Amount to be
Aggregate

Offering
Registration Fee
Of securities To Be Registered

Registered

price

(1)
6.75% Senior Notes due 2037
$ 700,000,000 99.322%
$ 21,490

(1) Calculated in accordance with Rule 457(r) or the Securities Act of 1933.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-130126
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 5, 2005)

AETNA INC.

$700,000,000 6.75% Senior Notes Due 2037

We are offering $700,000,000 of our 6.75% senior notes due 2037 (the "Notes").
The Notes will bear interest at a rate of 6.75% per year. Interest on the Notes is payable on June 15 and
December 15 of each year, beginning on June 15, 2008. The Notes will mature on December 15, 2037. We
may redeem the Notes at any time, in whole or in part, at the redemption prices described in this prospectus
supplement.
The Notes will be senior obligations of our company and will rank equally with all of our other existing and
future unsecured senior indebtedness.
Investing in the Notes involves risks. See "Forward-Looking Information/Risk
Factors" in our 2006 Aetna Annual Report, Financial Report to Shareholders
incorporated by reference into our Annual Report on Form 10-K for the year ended
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December 31, 2006.
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 related prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

Per Note
Total

Public Offering Price
99.322% $ 695,254,000
Underwriting Discount
0.875% $ 6,125,000
Proceeds to Aetna Inc. (before expenses)
98.447% $ 689,129,000
The underwriters expect to deliver the Notes to purchasers on or about December 4, 2007.
Joint Book-Running Managers
Goldman, Sachs & Co.
Morgan Stanley

Senior Co-Managers
Banc of America Securities
Barclays Capital
Citi
LLC
Credit Suisse
Deutsche Bank
JPMorgan
Securities
RBS Greenwich
UBS Investment
Wachovia Securities
Capital
Bank

Co-Managers
BNY Capital Markets,
Fifth Third Securities,
Lazard Capital Markets
Inc.
Inc.
National City Capital
Piper Jaffray
PNC Capital Markets
Markets
LLC
November 29, 2007
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PROSPECTUS SUPPLEMENT

You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus and in any free writing prospectus filed by the Company
with the Securities and Exchange Commission. If information in this prospectus supplement is
inconsistent with the accompanying prospectus, you should rely on the prospectus supplement. We and
the underwriters have not authorized anyone to provide you with information that is different. This
prospectus supplement and the accompanying prospectus may only be used where it is legal to sell these
securities. The information in this prospectus supplement and the accompanying prospectus may only
be accurate as of the date of this prospectus supplement, the accompanying prospectus or the
information incorporated by reference herein or therein, and the information in any free writing
prospectus may only be accurate as of the date of such free writing prospectus. Our business, financial
condition, results of operations and/or prospects may have changed since those dates.

TABLE OF CONTENTS

Page

THE OFFERING
S-2
THE COMPANY
S-4
WHERE YOU CAN FIND MORE INFORMATION
S-4
CAPITALIZATION
S-5
USE OF PROCEEDS
S-6
SELECTED FINANCIAL INFORMATION
S-7
DESCRIPTION OF THE NOTES
S-8
UNDERWRITING
S-
14
VALIDITY OF THE NOTES
S-
17
PROSPECTUS
THE COMPANY

1
WHERE YOU CAN FIND MORE INFORMATION

2
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS

2
USE OF PROCEEDS

3
DESCRIPTION OF CAPITAL STOCK

4
DESCRIPTION OF DEBT SECURITIES
10
FORM OF DEBT SECURITIES
16
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
18
VALIDITY OF SECURITIES
23
EXPERTS
23
ERISA MATTERS
23
In this prospectus supplement and the accompanying prospectus, all references to "Aetna," the "Company,"
"we," "us" and "our" refer to Aetna Inc. and its consolidated subsidiaries, unless the context otherwise
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PROSPECTUS SUPPLEMENT
requires. The "underwriters" refers to the financial institutions named on the front cover of this prospectus
supplement.
We are offering the Notes globally for sale in those jurisdictions in the United States, Europe, Asia and
elsewhere where it is lawful to make such offers. The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons who receive this prospectus supplement and the accompanying prospectus should inform themselves
about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See
"Underwriting."
S-1
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THE OFFERING
The offering terms of the Notes are summarized below solely for your convenience. This summary is
not a complete description of the Notes. You should read the full text and more specific details
contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more
detailed description of the Notes, see the discussion under the caption "Description of the Notes"
beginning on page S-8 of this prospectus supplement.
Issuer
Aetna Inc.

Notes Offered
$700,000,000 aggregate principal amount of 6.75% senior notes
due 2037 (the "Notes").

Maturity
The Notes will mature on December 15, 2037.

Interest Payment Dates
June 15 and December 15, beginning June 15, 2008.

Optional Redemption
We may redeem the Notes at any time, in whole or in part, at the
redemption prices described in this prospectus supplement. We
are not required to establish a sinking fund to retire or repay the
Notes.

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 Notes at a price equal to 101% of the principal amount of the
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 senior unsecured and unsubordinated
obligations and will rank equally with all of our existing and
future senior unsecured indebtedness and senior to all of our
subordinated indebtedness. See "Description of the Notes."

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PROSPECTUS SUPPLEMENT
Use of Proceeds
We will use the estimated $688,000,000 in net proceeds from
this offering to repay outstanding commercial paper and, to the
extent of any remaining proceeds, for general corporate
purposes, including share repurchases. At November 27, 2007,
we had approximately $700 million of commercial paper
outstanding. See "Use of Proceeds."

Covenants
The indenture for the Notes contains limitations on liens on
common stock of our Principal Subsidiaries (as defined in the
indenture) and limits our ability to consolidate with or merge
with or into any other person (other than in a merger or
consolidation in which we are the surviving person) or sell our
property or assets as, or substantially as, an entirety to any
person. These covenants are subject to important qualifications
and limitations. See "Description of Debt Securities --
Limitations on Liens on Common Stock of Principal
Subsidiaries" and "-- Consolidation, Merger and Sale of Assets"
in the accompanying prospectus.

Except for the limitation on liens, the indenture for the Notes
does not restrict our ability to incur additional indebtedness.

Minimum Denominations
The Notes will be issued and may be transferred only in
minimum denominations of $2,000 and multiples of $1,000 in
excess thereof.
S-2
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Risk Factors
For a discussion of factors you should carefully consider before
deciding to purchase the Notes, see "Forward-Looking
Information/Risk Factors" in our 2006 Aetna Annual Report,
Financial Report to Shareholders (the "2006 Annual Report"),
incorporated by reference in, and filed with the Securities and
Exchange Commission (the "SEC") as an exhibit to, our Annual
Report on Form 10-K for the fiscal year ended December 31,
2006, as updated in any subsequent filings with the SEC that are
incorporated by reference herein.
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S-3
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THE COMPANY
We are one of the nation's leading diversified health care benefits companies, serving approximately
36.4 million people at September 30, 2007, with information and resources to help them make better informed
decisions about their health care. At September 30, 2007, we served approximately 16.6 million medical
members, 13.3 million dental members and 10.7 million pharmacy members. At September 30, 2007, we also
had over 800,000 health care professionals, including hospitals and pharmacies, participating in our networks
nationwide. We offer a broad range of traditional and consumer-directed health insurance products and related
services, including medical, pharmacy, dental, behavioral health, group life and disability plans, medical
management capabilities and health care management services for Medicaid plans. We offer these products on
both an insured and employer-funded basis. We offer our products in all 50 states, and our customers include
employer groups, individuals, college students, part-time and hourly workers, health plans, government-
sponsored plans and expatriates. We also have a large case pensions business that manages a variety of
discontinued and other retirement products (including pension and annuity products) primarily for tax
qualified pension plans of large customers.
Our principal executive offices are located at 151 Farmington Avenue, Hartford, Connecticut 06156, and our
telephone number is (860) 273-0123. Internet users can obtain information about Aetna and its services at
http://www.aetna.com. This text is not an active link, and our website and the information contained on that
site, or connected to that site, are not incorporated into this prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may
read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov,
from which interested persons can electronically access our filings with the SEC, including the registration
statement containing this prospectus supplement (including the exhibits and schedules thereto).
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus supplement, and information that we file later with the SEC
prior to the termination of the offering under this prospectus supplement will automatically update and
supersede this information. We incorporate by reference the documents listed below and all documents we file
with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the termination of the offering under this prospectus supplement:

(a) Our Quarterly Reports on Form 10-Q for the three months ended March 31, 2007, June 30, 2007 and
September 30, 2007; and

(b) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
You may request a free copy of these filings by writing or telephoning the office of the Corporate Secretary,
Aetna Inc., 151 Farmington Avenue, RW61, Hartford, Connecticut 06156, Telephone: (860) 273-4970.
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Document Outline

Local Disk
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