Obligation Aetna Inc 3.95% ( US00817YAH18 ) en USD

Aetna Inc

100 % ⇌

Etas-Unis

US00817YAH18 ( en USD )

3.95% par an ( paiement semestriel )

31/08/2020 - Obligation échue

Prospectus brochure de l'obligation Aetna Inc US00817YAH18 en USD 3.95%, échue

2 000 USD

750 000 000 USD

00817YAH1

A ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Aetna Inc ( Etas-Unis ) , en USD, avec le code ISIN US00817YAH18, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2020

L'Obligation émise par Aetna Inc ( Etas-Unis ) , en USD, avec le code ISIN US00817YAH18, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aetna Inc ( Etas-Unis ) , en USD, avec le code ISIN US00817YAH18, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

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

CALCULATION OF REGISTRATION FEE

Title of Each Class

Amount to be

Aggregate

of Securities to be Registered

Registered

Offering Price
Registration Fee(1)
3.95% Senior Notes due 2020
$750,000,000
98.859%

$53,475

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
PROSPECTUS SUPPLEMENT
August 24, 2010
(To Prospectus Dated December 5, 2008)

AETNA INC.

$750,000,000 3.95% Senior Notes Due 2020

We are offering $750,000,000 of our 3.95% senior notes due 2020 (the "Notes").

The Notes will bear interest at a rate of 3.95% per year. Interest on the Notes is payable on
March 1 and September 1 of each year, beginning March 1, 2011. The Notes will mature on
September 1, 2020. 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.

Investing in the Notes involves risks. See "Forward-Looking
Information/Risk Factors" in our 2009 Aetna Annual Report, Financial Report
to Shareholders incorporated by reference into our Annual Report on
Form 10-K for the year ended December 31, 2009, and "Forward-Looking
Information/Risk Factors" in our Quarterly Reports on Form 10-Q for the
quarters ending March 31, 2010 and June 30, 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)
98.859 % $ 741,442,500
Underwriting Discount
0.650 % $ 4,875,000
Proceeds to Aetna Inc. (before expenses)

98.209
%
$ 736,567,500

(1) Plus accrued interest, if any, from August 27, 2010, 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 August 27, 2010.

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Joint Book-Running Managers
Barclays Capital
RBS
UBS Investment Bank

Senior Co-Managers
BofA Merrill Lynch
Citi
Credit Suisse
Goldman, Sachs & Co.
J.P. Morgan
Morgan Stanley
US Bancorp
Wells Fargo Securities

Co-Managers
BNY Mellon Capital Markets, LLC
Fifth Third Securities, Inc.
Mitsubishi UFJ Securities
PNC Capital Markets LLC SunTrust Robinson Humphrey
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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

PROSPECTUS SUPPLEMENT
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
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ERISA MATTERS
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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."

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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-8 of this prospectus supplement.

Issuer
Aetna Inc.

Notes Offered
$750,000,000 aggregate principal amount of 3.95% senior
notes due 2020 (the "Notes").

Maturity
The Notes will mature on September 1, 2020.

Interest Payment Dates
March 1 and September 1, beginning March 1, 2011.

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
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 will use the estimated $735,767,500 in net proceeds
after deducting underwriting discounts and estimated
offering expenses from this offering for general corporate
purposes, including the repayment of our short-term or long-
term debt. See "Use of Proceeds."

Covenants
The indenture for the Notes contains limitations on liens on
common stock of our Principal Subsidiaries (as defined in
"Description of Debt Securities" in the accompanying
prospectus) 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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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.

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 2009 Aetna
Annual Report, Financial Report to Shareholders (the "2009
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, 2009, and "Forward-
Looking Information/Risk Factors" in our Quarterly Reports
on Form 10-Q for the quarters ending March 31, 2010 and
June 30, 2010, each 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.
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THE COMPANY

We are one of the nation's leading diversified health care benefits companies, serving
approximately 35.8 million people at June 30, 2010, with information and resources to help them
make better informed decisions about their health care. At June 30, 2010, we served approximately
18.6 million medical members, 13.9 million dental members and 9.7 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 and health care management services for
Medicaid plans. 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 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 Current Reports on Form 8-K filed on April 9, 2010 and May 24, 2010;

(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010 and June 30,
2010; and

(c) Our 2009 Annual Report on Form 10-K for the year ended December 31, 2009, including
our 2009 Annual Report.

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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