Obligation Aetna Inc 4.75% ( US00817YAP34 ) en USD

Aetna Inc

89.834 % ▼

Etats-unis

US00817YAP34 ( en USD )

4.75% par an ( paiement semestriel )

14/03/2044

Prospectus brochure de l'obligation Aetna Inc US00817YAP34 en USD 4.75%, échéance 14/03/2044

2 000 USD

375 000 000 USD

00817YAP3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/03/2025 ( Dans 77 jours )

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAP34, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2044

L'Obligation émise par Aetna Inc ( Etats-unis ) , en USD, avec le code ISIN US00817YAP34, 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 US00817YAP34, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
424B5 1 d687456d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178272
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Fee(1)
2.200% Senior Notes due March 15, 2019

$375,000,000
99.900%

$48,300
4.750% Senior Notes due March 15, 2044

$375,000,000
99.760%

$48,300

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
PROSPECTUS SUPPLEMENT
March 4, 2014
(To Prospectus Dated December 2, 2011)

$375,000,000 2.200% Senior Notes Due 2019
$375,000,000 4.750% Senior Notes Due 2044
We are offering $375,000,000 aggregate principal amount of our 2.200% senior notes due 2019 (the "2019 Notes") and
$375,000,000 aggregate principal amount of our 4.750% senior notes due 2044 (the "2044 Notes"). The 2019 Notes and the
2044 Notes are collectively referred to in this prospectus supplement as the "Notes." The offering and sale of each series of Notes is
not conditioned on the sale of the other series of Notes.
The 2019 Notes will bear interest at a rate of 2.200% per year and will mature on March 15, 2019. The 2044 Notes will bear
interest at a rate of 4.750% per year and will mature on March 15, 2044. Interest on the Notes of each series is payable on March 15
and September 15 of each year, beginning September 15, 2014. We may redeem the Notes of either series at any time, in whole or in
part, at the redemption prices described in this prospectus supplement.
We intend to use the entire net proceeds of this offering, together with other available resources, to redeem all of our outstanding
6.000% Senior Notes due 2016 (the "2016 Notes"). See "Use of Proceeds."
The Notes will be unsecured senior obligations of our company and will rank equally with all of our other existing and future
unsecured and unsubordinated indebtedness, and will be structurally subordinated to certain indebtedness assumed in connection with
our acquisition of Coventry Health Care, Inc. ("Coventry"). See "Description of the Notes."
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 "Risk Factors" beginning on page S-3 of this prospectus supplement.
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.

Proceeds to
Underwriting
Aetna Inc.
Public Offering
Discounts and
(before

Price(1)

Commissions

expenses)

Per 2019 Note

99.900%

0.600%

99.300%
2019 Note Total

$374,625,000
$2,250,000
$372,375,000
Per 2044 Note

99.760%

0.875%

98.885%
2044 Note Total

$374,100,000
$3,281,250
$370,818,750

Total

$748,725,000
$5,531,250
$743,193,750

(1) Plus accrued interest, if any, from March 7, 2014, if settlement occurs after that date.
The Notes will be available for delivery in registered book-entry form only through the facilities of The Depository Trust
Company ("DTC") for the benefit of its direct and indirect participants, including Euroclear System ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream"), to purchasers on or about March 7, 2014.

Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse
RBS
US Bancorp

Senior Co-Managers

2 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Barclays

Citigroup

Goldman, Sachs & Co.
J.P. Morgan

Mitsubishi UFJ Securities

Morgan Stanley
SunTrust Robinson Humphrey

UBS Investment Bank

Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

Fifth Third Securities
HSBC

PNC Capital Markets LLC
3 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement and in the accompanying prospectus or in any free writing prospectus
prepared by us or on our behalf or to which we have referred you. Neither we nor the underwriters take any responsibility for, or
provide any assurance as to the reliability of, any other information that others may give you. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
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

Summary
S-1

Capitalization
S-4

Use of Proceeds
S-5

Selected Financial Information
S-6

Description of the Notes
S-7

Underwriting
S-16
Validity of the Notes
S-20
ERISA Matters
S-20
United States Federal Tax Matters
S-20
Where You Can Find More Information
S-21
PROSPECTUS

The Company
1

About This Prospectus
1

Where You Can Find More Information
1

Special Note On Forward-Looking Statements and Risk Factors
2

Use of Proceeds
3

Description of Capital Stock
3

Description of Debt Securities
9

Form of Debt Securities
16
Description of Warrants
18
Description of Purchase Contracts and Units
18
Certain United States Federal Tax Consequences
19
Plan of Distribution
25
Validity of Securities
26
Independent Registered Public Accounting Firm
26
ERISA Matters
26

S-i
4 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
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 otherwise indicated or 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."

S-ii
5 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
SUMMARY
This summary highlights selected information about Aetna and this offering. It does not contain all of the information
that may be important to you in deciding whether to purchase the Notes. We encourage you to read the entire prospectus
supplement, the accompanying prospectus and the documents that we have filed with the Securities and Exchange
Commission (the "SEC") that are incorporated by reference herein prior to deciding whether to purchase the Notes.
THE COMPANY
We are one of the nation's leading diversified health care benefits companies, serving people with information and resources
to help them in consultation with their health care professionals make better informed decisions about their health care. We offer a
broad range of traditional, voluntary 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, Medicare Advantage and Medicare supplement plans, workers' compensation administrative services and
health information technology products and services. Our customers include employer groups, individuals, college students,
part-time and hourly workers, health plans, health care providers, governmental units, government-sponsored plans, labor groups
and expatriates. Our operations are conducted in three business segments: Health Care, Group Insurance and Large Case
Pensions.
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.

S-1
6 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
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
$375,000,000 aggregate principal amount of 2.200% senior notes due 2019 (the
"2019 Notes") and $375,000,000 aggregate principal amount of 4.750% senior
notes due 2044 (the "2044 Notes"). The 2019 Notes and the 2044 Notes are
collectively referred to in this prospectus supplement as the "Notes." The
offering and sale of each series of Notes is not conditioned on the sale of the
other series of Notes.

Maturity
The 2019 Notes will mature on March 15, 2019. The 2044 Notes will mature on
March 15, 2044.

Interest Payment Dates
March 15 and September 15, beginning September 15, 2014.

Optional Redemption
At any time prior to February 15, 2019 (one month prior to the maturity date of
the 2019 Notes), we may redeem the 2019 Notes, in whole or in part, at the
redemption price described in this prospectus supplement, plus any interest
accrued but not paid to the date of redemption. At any time on or after February
15, 2019 (one month prior to the maturity date of the 2019 Notes), we may
redeem the 2019 Notes, in whole or in part, at a redemption price equal to
100% of the principal amount of the 2019 Notes being redeemed, plus any
interest accrued but not paid to the date of redemption.

At any time prior to September 15, 2043 (six months prior to the maturity date of
the 2044 Notes), we may redeem the 2044 Notes, in whole or in part, at the
redemption price described in this prospectus supplement, plus any interest
accrued but not paid to the date of redemption. At any time on or after

September 15, 2043 (six months prior to the maturity date of the 2044 Notes),
we may redeem the 2044 Notes, in whole or in part, at a redemption price equal
to 100% of the principal amount of the 2044 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 of

either series.

Repurchase upon Change of Control
Upon the occurrence of both (1) a Change of Control (as defined in "Description
of the Notes") and (2) a related downgrade of the rating of the Notes of a series
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 of such series at a price equal to
101% of the principal amount of the Notes of such series, plus any accrued and
unpaid

S-2
7 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
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 other existing and future unsecured and
unsubordinated indebtedness, and will be structurally subordinated to certain
indebtedness assumed in connection with our acquisition of Coventry. See
"Description of the Notes."

Additional Issuances
In the future we may, without the consent of the holders of the Notes of a series,
increase the aggregate principal amount of Notes of such series offered on the
same terms and conditions (except that the public offering price, issue date and
first interest payment date may vary), but we may do so only if such additional
Notes are fungible for tax purposes with the originally issued Notes.

Use of Proceeds
We intend to use the entire estimated $742 million in net proceeds after
deducting underwriting discounts and commissions and estimated offering
expenses from this offering, together with other available resources, to redeem
all of our outstanding 6.000% Senior Notes due 2016 (the "2016 Notes"). 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 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 the Notes, 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.

No Cross-Acceleration Event of Default
Under the terms of the Notes, 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" beginning
on page 46 of our 2013 Aetna Annual Report, Financial Report to Shareholders
(the "2013 Annual Report"), incorporated by reference in, and filed with the
SEC as an exhibit to, our Annual Report on Form 10-K for the fiscal year ended
December 31, 2013.

S-3
8 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
CAPITALIZATION
The following table shows our capitalization on a consolidated basis as of December 31, 2013 and as adjusted for (i) the sale of
$375,000,000 aggregate principal amount of the 2019 Notes and $375,000,000 aggregate principal amount of the 2044 Notes and
(ii) the redemption of all of our outstanding 2016 Notes. See "Use of Proceeds" in this prospectus supplement.

Actual

As Adjusted

(audited)
(unaudited)

(Millions)

Short-term debt and current portion of long-term debt:

Senior notes, 6.3% due 2014(1)

$
387.3
$
387.3
Commercial paper program

--
110.0

Total short-term debt and current portion of long-term debt

$
387.3
$
497.3

Long term debt:

Senior notes, 2.200% due 2019, offered hereby

--
374.6

Senior notes, 4.750% due 2044, offered hereby

--
374.1

Senior notes, 6.125% due 2015

240.6

240.6

Senior notes, 6.000% due 2016

748.9

--
Senior notes, 5.95% due 2017

434.2

434.2

Senior notes, 1.75% due 2017

248.9

248.9

Senior notes, 1.5% due 2017

498.2

498.2

Senior notes, 6.5% due 2018

494.9

494.9

Senior notes, 3.95% due 2020

744.3

744.3

Senior notes, 5.45% due 2021

702.3

702.3

Senior notes, 4.125% due 2021

494.8

494.8

Senior notes, 2.75% due 2022

985.1

985.1

Senior notes, 6.625% due 2036

769.8

769.8

Senior notes, 6.75% due 2037

530.6

530.6

Senior notes, 4.5% due 2042

480.1

480.1

Senior notes, 4.125% due 2042

492.6

492.6

Total long-term debt

$ 7,865.3
$ 7,865.1

Shareholders' equity:

Common stock ($.01 par value; 2.6 billion shares authorized, 362.2 million shares issued
and outstanding) and additional paid-in capital

$ 4,382.2
$ 4,382.2

Retained earnings

10,555.4
10,555.4(2)
Accumulated other comprehensive loss

(912.1)

(912.1)

Total Aetna shareholders' equity

14,025.5
14,025.5(2)

Total Capitalization

$22,278.1
$22,387.9(2)

(1) Our 6.3% Senior Notes due 2014 are due to mature on August 15, 2014.
(2) Does not reflect approximately $90 million of estimated pretax loss on the early extinguishment of the 2016 Notes, which we
expect will be partially offset by approximately $20 million pretax of realized capital gains due primarily to the recognition of
hedge ineffectiveness arising from the early termination of interest rate swaps hedging interest rate exposure related to the
forecasted future issuance of fixed-rate debt to refinance the 2016 Notes.

S-4
9 of 56
3/6/2014 10:10 AM

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1122304/000119312514085074...
Table of Contents
USE OF PROCEEDS
Our net proceeds from this offering are estimated to be approximately $742 million after deducting underwriting discounts and
commissions and estimated offering expenses. We intend to use the entire net proceeds of this offering, together with other available
resources, to redeem all of our outstanding 2016 Notes. As of the date of this prospectus supplement, we had $750 million aggregate
principal amount of 2016 Notes outstanding. The 2016 Notes bear a fixed interest coupon of 6.000%. The 2016 Notes are due to
mature on June 15, 2016.
On February 7, 2014, we issued an irrevocable notice of redemption for all outstanding 2016 Notes, at a make-whole
redemption price calculated as set forth in the 2016 Notes, plus accrued and unpaid interest, with a redemption date set for March 14,
2014.

S-5
10 of 56
3/6/2014 10:10 AM