Obligation Aetna Inc 6.625% ( US00817YAF51 ) en USD

Aetna Inc

108.164 % ▼

Etats-unis

US00817YAF51 ( en USD )

6.625% par an ( paiement semestriel )

14/06/2036

Prospectus brochure de l'obligation Aetna Inc US00817YAF51 en USD 6.625%, échéance 14/06/2036

2 000 USD

770 902 000 USD

00817YAF5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/06/2025 ( Dans 169 jours )

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAF51, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2036

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAF51, 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 US00817YAF51, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

FILED PURSUANT TO RULE 424(B)(5)
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Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 5, 2005)

$2,000,000,000
AETNA INC.
$450,000,000 5.750% Senior Notes Due 2011
$750,000,000 6.000% Senior Notes Due 2016
$800,000,000 6.625% Senior Notes Due 2036
We are offering $450,000,000 of our 5.750% senior notes due 2011 (the "2011 Notes"), $750,000,000 of our
6.000% senior notes due 2016 (the "2016 Notes") and $800,000,000 of our 6.625% senior notes due 2036 (the "2036
Notes" and, together with the 2011 Notes and the 2016 Notes, the "Notes").
The 2011 Notes will bear interest at a rate of 5.750% per year, the 2016 Notes will bear interest at a rate of
6.000% per year and the 2036 Notes will bear interest at a rate of 6.625% per year. Interest on each series of the
Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2006. The 2011 Notes will
mature on June 15, 2011, the 2016 Notes will mature on June 15, 2016, and the 2036 Notes will mature on June 15,
2036. 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 2005 Aetna Annual Report, Financial Report to Shareholders incorporated by
reference into our Annual Report on Form 10-K for the year ended December 31, 2005.
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 2011 Note
Per 2016 Note
Per 2036 Note
Total

Public Offering Price(1)

99.891%

99.405%

99.804%
$1,993,479,000
Underwriting Discount

0.600%

0.650%

0.875%
$
14,575,000
Proceeds to Aetna Inc. (before expenses)

99.291%

98.755%

98.929%
$1,978,904,000
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(1) Plus accrued interest, if any, from June 9, 2006 to the date of delivery.
The underwriters expect to deliver the Notes to purchasers on or about June 9, 2006.

Joint Book-Running Managers
Citigroup
Goldman, Sachs & Co.
JPMorgan
(2011 Notes)
(2016 Notes)
(2036 Notes)
Credit Suisse
Banc of America Securities
Deutsche Bank Securities
LLC
UBS Investment Bank
Morgan Stanley
Wachovia Securities
Co-Managers
Barclays Capital
BNY Capital Markets, Inc.
Fifth Third Securities, Inc.
LaSalle Capital Markets
Lazard Capital Markets
NatCity Investments, Inc.
PNC Capital Markets LLC
RBS Greenwich Capital
Piper Jaffray
June 6, 2006
CALCULATION OF REGISTRATION FEE

Maximum

Amount Of
Title Of Each Class

Amount To Be

Aggregate

Registration
Of Securities To Be Registered

Registered

Offering Price

Fee(1)

5.750% Senior Notes due 2011

$450,000,000
99.891%

$48,098

6.000% Senior Notes due 2016

$750,000,000
99.405%

$79,773

6.625% Senior Notes due 2036

$800,000,000
99.804%

$85,432

Total

$213,303

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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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-7
SELECTED FINANCIAL INFORMATION

S-8
DESCRIPTION OF THE NOTES

S-9
UNDERWRITING

S-13
VALIDITY OF THE NOTES

S-16
EXPERTS

S-16
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 requires. The
"underwriters" refers to the financial institutions named on the front cover of this prospectus supplement.
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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."
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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-9 of this prospectus
supplement.
Issuer
Aetna Inc.

Notes Offered
$450,000,000 aggregate principal amount of 5.750% senior notes due 2011
(the "2011 Notes"), $750,000,000 aggregate principal amount of 6.000
% senior notes due 2016 Notes (the "2016 Notes") and $800,000,000 aggregate
principal amount of 6.625% senior notes due 2036 (the "2036 Notes" and,
together with the 2011 Notes and the 2016 Notes, the "Notes").

Maturity
The 2011 Notes will mature on June 15, 2011, the 2016 Notes will mature on
June 15, 2016 and the 2036 Notes will mature on June 15, 2036.

Interest Payment Dates
June 15 and December 15, beginning December 15, 2006.

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.

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."

Use of Proceeds
We will use the estimated $1,977.7 million in net proceeds, after deducting
underwriting discounts and estimated offering expenses, from this offering to
redeem outstanding debt, to repay outstanding commercial paper and for
general corporate purposes, including share repurchases. 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.

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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.
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Table of Contents
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
Aetna 2005 Annual Report, Financial Report to Shareholders (the "2005
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, 2005, as updated in any
subsequent filings with the SEC that are incorporated by reference in this
prospectus supplement or the accompanying prospectus.
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Table of Contents
THE COMPANY
We are one of the nation's leading diversified health care benefits companies, serving approximately 28.3 million
people as of March 31, 2006, with information and resources to help them make better informed decisions about their
health care. As of March 31, 2006, we served approximately 15.4 million medical members, 13.3 million dental
members, 10.2 million pharmacy members and 13.1 million group insurance members. At March 31, 2006, we also
had over 735,000 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, long-term care and disability plans, and
medical management capabilities. 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 and government-sponsored plans. 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, is 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 Reports on Form 8-K filed on May 9, 2006 and May 18, 2006;

(b) Our Quarterly Report on Form 10-Q for the three months ended March 31, 2006; and

(c) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
You may request a free copy of these filings by writing or telephoning the office of the Corporate Secretary,
Aetna Inc., 151 Farmington Avenue, RE4K, Hartford, Connecticut 06156, Telephone: (860) 273-4970.
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Document Outline

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