Obligation Aetna Inc 4.125% ( US008117AN30 ) en USD

Aetna Inc

100 % ▼

Etats-unis

US008117AN30 ( en USD )

4.125% par an ( paiement semestriel )

31/05/2021 - Obligation échue

Prospectus brochure de l'obligation Aetna Inc US008117AN30 en USD 4.125%, échue

2 000 USD

202 597 000 USD

008117AN3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US008117AN30, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/05/2021

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US008117AN30, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US008117AN30, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b5
Page 1 of 76
424B5 1 y91346b5e424b5.htm 424B5
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 2 of 76
Table of Contents

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered
Amount to be Registered Aggregate Offering Price Registration Fee(1)
4.125% Senior Notes due 2021

$500,000,000

98.601%
$58,050(1)

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

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-155961

PROSPECTUS SUPPLEMENT
May 17, 2011
(To Prospectus Dated December 5, 2008)

AETNA INC.

$500,000,000 4.125% Senior Notes Due 2021

We are offering $500,000,000 of our 4.125% senior notes due 2021 (the "Notes").

The Notes will bear interest at a rate of 4.125% per year. Interest on the Notes is payable on
December 1 and June 1 of each year, beginning December 1, 2011. The Notes will mature on June 1,
2021. 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 unsecured senior obligations of our company and will rank equally with all of our
other existing and future unsecured senior indebtedness.

The Notes will not be listed on any securities exchange. Currently, there is no public market for the
Notes.

Investing in the Notes involves risks. See "Forward-Looking Information/Risk
Factors" in our 2010 Aetna Annual Report, Financial Report to Shareholders
incorporated by reference into our Annual Report on Form 10-K for the year
ended December 31, 2010.

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(1)
98.601 % $ 493,005,000
Underwriting Discounts and Commissions
0.650 % $ 3,250,000
Proceeds to Aetna Inc. (before expenses)
97.951 % $ 489,755,000

(1) Plus accrued interest, if any, from May 20, 2011, if settlement occurs after that date.

The underwriters expect to deliver the Notes in registered book-entry form only through the facilities
of The Depository Trust Company and its direct and indirect participants, including Euroclear and
Clearstream, Luxembourg to purchasers on or about May 20, 2011.

Joint Book-Running Managers

http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 3 of 76
Goldman, Sachs & Co.J.P. Morgan Morgan Stanley

BofA Merrill Lynch
Citi
Wells Fargo Securities

Co-Managers

Barclays Capital
BNY Mellon Capital Markets, LLC

Credit Suisse
Fifth Third Securities, Inc.

Mitsubishi UFJ Securities PNC Capital Markets LLC RBS

SunTrust Robinson Humphrey UBS Investment Bank US Bancorp
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 4 of 76

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

PROSPECTUS SUPPLEMENT

Page

THE OFFERING
S-1
THE COMPANY
S-3
WHERE YOU CAN FIND MORE INFORMATION
S-3
CAPITALIZATION
S-4
USE OF PROCEEDS
S-5
SELECTED FINANCIAL INFORMATION
S-6
DESCRIPTION OF THE NOTES
S-7
UNDERWRITING
S-13
VALIDITY OF THE NOTES
S-16
ERISA MATTERS
S-16

PROSPECTUS
THE COMPANY

1
WHERE YOU CAN FIND MORE INFORMATION

1
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS

2
USE OF PROCEEDS

2
DESCRIPTION OF CAPITAL STOCK

2
DESCRIPTION OF DEBT SECURITIES

8
FORM OF DEBT SECURITIES
14
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
16
VALIDITY OF SECURITIES
21
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
21
ERISA MATTERS
22

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 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."
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 5 of 76
S-i
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 6 of 76
Table of Contents

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-7 of this prospectus supplement.

Issuer
Aetna Inc.

Notes Offered
$500,000,000 aggregate principal amount of 4.125% senior
notes due 2021 (the "Notes").

Maturity
The Notes will mature on June 1, 2021.

Interest Payment Dates
December 1 and June 1, beginning December 1, 2011.

Optional Redemption
At any time prior to March 1, 2021, (three months prior to
the maturity date of the Notes), we may redeem the Notes,
in whole or in part, at the redemption prices described in this
prospectus supplement. At any time on or after March 1,
2021 (three months prior to the maturity date of the Notes),
the Notes will be redeemable, in whole or in part, at a
redemption price equal to 100% of the principal amount of
the Notes being redeemed plus any interest accrued but not
paid to the date of redemption. We are not required to
establish a sinking fund to retire or repay the Notes.

Repurchase upon Change of
Upon the occurrence of both (1) a Change of Control (as
Control
defined in "Description of the Notes") and (2) a downgrade
of the Notes below an investment grade rating by each of the
Rating Agencies (as defined in "Description of the Notes")
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."

Additional Issuances
In the future we may, without the consent of the holders of
the Notes, increase the aggregate principal amount of Notes
offered on the same terms and conditions (except that the
issue price and issue date may vary).

Use of Proceeds
We expect to use a majority of the estimated $489,005,000
in net proceeds after deducting underwriting discounts and
commissions and estimated offering expenses from this
offering to repay our 5.75% senior notes when due at
maturity on June 15, 2011, and in the interim for general
corporate purposes, including the repayment of our short-
term debt. See "Use of Proceeds."

Covenants
The indenture for the Notes 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. This
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 7 of 76

S-1
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 8 of 76
Table of Contents
covenant is subject to important qualifications and
limitations. See "Description of Debt Securities --
Consolidation, Merger and Sale of Assets" in the
accompanying prospectus.

The indenture for the Notes does not restrict our ability to
incur additional indebtedness. Under the terms of this series
of debt securities, the holders of the Notes will not have the
benefit of the covenant in the indenture for the Notes
described under "Description of Debt Securities --
Limitations on Liens on Common Stock of Principal
Subsidiaries" in the accompanying prospectus.

Events of Default
Under the terms of this series of debt securities, the holders
of the Notes will not have the benefit of the cross-
acceleration event of default in the indenture for the Notes
described in the fourth bullet under "Description of Debt
Securities -- Events of Default and Notice Thereof" in the
accompanying prospectus.

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.

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 2010 Aetna
Annual Report, Financial Report to Shareholders (the "2010
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, 2010, as updated in any
subsequent filings with the SEC that are incorporated by
reference herein.

Address and Phone Number
Our principal executive offices are located at 151
Farmington Avenue, Hartford, Connecticut 06156, and our
telephone number is (860) 273-0123.
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 9 of 76

S-2
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011

e424b5
Page 10 of 76
Table of Contents

THE COMPANY

We are one of the nation's leading diversified health care benefits companies, serving
approximately 33.8 million people at March 31, 2011, with information and resources to help them
make better informed decisions about their health care. At March 31, 2011, we served approximately
17.8 million medical members, 13.5 million dental members and 8.6 million pharmacy benefit
management services members. 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, Medicaid health care management services
and health information exchange technology services. We offer these products on both an insured and
employer-funded basis. Our customers include employer groups, individuals, college students, part-
time and hourly workers, health plans, governmental units, government-sponsored plans, labor groups
and expatriates. We also have a large case pensions business that manages a variety of retirement
products (including pension and annuity products) primarily for tax qualified pension plans.

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 Current Report on Form 8-K filed on February 28, 2011;

(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011; and

(c) Our 2010 Annual Report on Form 10-K for the year ended December 31, 2010, including
our 2010 Annual Report.

You may request a free copy of these filings by writing, telephoning, sending a facsimile to or
e-mailing the office of the Corporate Secretary, Aetna Inc., 151 Farmington Avenue, RW61, Hartford,
Connecticut 06156-3124, Telephone: (860) 273-0123, Facsimile: (860) 293-1361, E-mail:
[email protected].

S-3
http://www.sec.gov/Archives/edgar/data/1122304/000095012311051636/y91346b5e424b5... 5/19/2011