Obligation Aetna 1.7% ( US00817YAS72 ) en USD

Aetna

100 % ⇌

Etas-Unis

US00817YAS72 ( en USD )

1.7% par an ( paiement semestriel )

07/06/2018 - Obligation échue

Prospectus brochure de l'obligation Aetna US00817YAS72 en USD 1.7%, échue

2 000 USD

1 000 000 000 USD

00817YAS7

L'Obligation émise par Aetna ( Etas-Unis ) , en USD, avec le code ISIN US00817YAS72, paye un coupon de 1.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 07/06/2018

L'Obligation émise par Aetna ( Etas-Unis ) , en USD, avec le code ISIN US00817YAS72, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Aetna ( Etas-Unis ) , en USD, avec le code ISIN US00817YAS72, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B5 1 d190967d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-200647

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Security

Offering Price
Registration Fee (1)
Floating Rate Notes due 2017

$500,000,000

100.000%

$500,000,000

$50,350
1.700% Notes due 2018

$1,000,000,000
99.920%

$999,200,000

$100,619.44
1.900% Notes due 2019

$1,650,000,000
99.925%
$1,648,762,500
$166,030.39
2.400% Notes due 2021

$1,850,000,000
99.990%
$1,849,815,000
$186,276.37
2.800% Notes due 2023

$1,300,000,000
99.854%
$1,298,102,000
$130,718.87
3.200% Notes due 2026

$2,800,000,000
99.626%
$2,789,528,000
$280,905.47
4.250% Notes due 2036

$1,500,000,000
99.585%
$1,493,775,000
$150,423.14
4.375% Notes due 2046

$2,400,000,000
99.900%
$2,397,600,000
$241,438.32

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is
$1,306,762.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 1, 2014)
$13,000,000,000

$500,000,000 Floating Rate Senior Notes Due 2017
$1,300,000,000 2.800% Senior Notes Due 2023
$1,000,000,000 1.700% Senior Notes Due 2018
$2,800,000,000 3.200% Senior Notes Due 2026
$1,650,000,000 1.900% Senior Notes Due 2019
$1,500,000,000 4.250% Senior Notes Due 2036
$1,850,000,000 2.400% Senior Notes Due 2021
$2,400,000,000 4.375% Senior Notes Due 2046

We are offering $500,000,000 aggregate principal amount of our floating rate senior notes due 2017 (the "Floating Rate Notes"), $1,000,000,000 aggregate principal
amount of our 1.700% senior notes due 2018 (the "2018 Notes"), $1,650,000,000 aggregate principal amount of our 1.900% senior notes due 2019 (the "2019 Notes"),
$1,850,000,000 aggregate principal amount of our 2.400% senior notes due 2021 (the "2021 Notes"), $1,300,000,000 aggregate principal amount of our 2.800% senior
notes due 2023 (the "2023 Notes"), $2,800,000,000 aggregate principal amount of our 3.200% senior notes due 2026 (the "2026 Notes"), $1,500,000,000 aggregate
principal amount of our 4.250% senior notes due 2036 (the "2036 Notes") and $2,400,000,000 aggregate principal amount of our 4.375% senior notes due 2046 (the "2046
Notes"). We refer to the 2018 Notes, the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026 Notes, the 2036 Notes and the 2046 Notes collectively as the "Fixed Rate
Notes." We refer to the Fixed Rate Notes and the Floating Rate Notes collectively as the "Notes."
The Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.650% and will mature on December 8, 2017. The 2018 Notes will
bear interest at a rate of 1.700% per year and will mature on June 7, 2018. The 2019 Notes will bear interest at a rate of 1.900% per year and will mature on June 7, 2019.
The 2021 Notes will bear interest at a rate of 2.400% per year and will mature on June 15, 2021. The 2023 Notes will bear interest at a rate of 2.800% per year and will
mature on June 15, 2023. The 2026 Notes will bear interest at a rate of 3.200% per year and will mature on June 15, 2026. The 2036 Notes will bear interest at a rate
of 4.250% per year and will mature on June 15, 2036. The 2046 Notes will bear interest at a rate of 4.375% per year and will mature on June 15, 2046.
Interest on the Floating Rate Notes will be payable quarterly on March 8, June 8, September 8 and December 8 of each year, beginning September 8, 2016. Interest
on the 2018 Notes will be payable semi-annually on June 7 and December 7 of each year, beginning December 7, 2016. Interest on the 2019 Notes will be payable semi-
annually on June 7 and December 7 of each year, beginning December 7, 2016. Interest on the 2021 Notes will be payable semi-annually on June 15 and December 15 of
each year, beginning December 15, 2016. Interest on the 2023 Notes will be payable semi-annually on June 15 and December 15 of each year, beginning December 15,
2016. Interest on the 2026 Notes will be payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2016. Interest on the 2036 Notes will
be payable semi-annually on June 15 and December 15 of each year, beginning December 15, 2016. Interest on the 2046 Notes will be payable semi-annually on June 15
and December 15 of each year, beginning December 15, 2016.
We may redeem the Fixed Rate Notes of any series at any time, in whole or in part, at the redemption prices described in this prospectus supplement. We do not
have the right to redeem the Floating Rate Notes prior to maturity.
On July 2, 2015, Aetna Inc. ("Aetna") entered into a definitive agreement (as it may be amended, the "merger agreement") to acquire Humana Inc. ("Humana") in a
transaction (the "merger") valued at approximately $37 billion, based on the closing price of Aetna common shares on July 2, 2015, including the assumption of Humana
debt and Humana cash and cash equivalents. We intend to use the net proceeds of this offering, together with cash on hand at Aetna and Humana, and an approximately
$3.2 billion term loan that we expect to borrow at the time the merger is completed, to fund the cash portion of the purchase price of the merger. See "Use of Proceeds."
If the merger has not been completed by December 31, 2016 (or such later date to which the "End Date" under the merger agreement is extended by agreement between
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
Aetna and Humana) or if, prior to such date, the merger agreement is terminated, we must redeem all of the 2019 Notes, the 2021 Notes, the 2026 Notes, the 2036 Notes
and the 2046 Notes (collectively, the "Special Mandatory Redemption Notes") at a redemption price equal to 101% of the aggregate principal amount of the Special
Mandatory Redemption Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date (as defined herein). See "Description of the
Notes--Special Mandatory Redemption of the Special Mandatory Redemption Notes." If the merger is not completed, we intend to use the net proceeds of the offering of
the Floating Rate Notes, the 2018 Notes and the 2023 Notes for general corporate purposes, including the possible payment of a termination fee under the merger
agreement and repayment of a portion of the Special Mandatory Redemption Notes.
The Notes will be senior unsecured and unsubordinated 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 May 2013 acquisition of Coventry Health Care,
Inc. ("Coventry") and, upon closing of the merger, certain indebtedness assumed in connection with our acquisition of Humana. 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" included or incorporated by reference herein, as described beginning on page S-7 of this
prospectus supplement.

Neither the Securities and Exchange Commission (the "SEC") 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.

Underwriting
Public Offering
discounts and
Proceeds to Aetna Inc.

Price(1)

Commissions

(before expenses)

Per Note
Total
Per Note
Total
Per Note
Total

Floating Rate Notes
100.000% $
500,000,000
0.200% $ 1,000,000 99.800% $
499,000,000
2018 Notes
99.920% $
999,200,000
0.250% $ 2,500,000 99.670% $
996,700,000
2019 Notes
99.925% $ 1,648,762,500
0.450% $ 7,425,000 99.475% $ 1,641,337,500
2021 Notes
99.990% $ 1,849,815,000
0.600% $11,100,000 99.390% $ 1,838,715,000
2023 Notes
99.854% $ 1,298,102,000
0.625% $ 8,125,000 99.229% $ 1,289,977,000
2026 Notes
99.626% $ 2,789,528,000
0.650% $18,200,000 98.976% $ 2,771,328,000
2036 Notes
99.585% $ 1,493,775,000
0.875% $13,125,000 98.710% $ 1,480,650,000
2046 Notes
99.900% $ 2,397,600,000
0.875% $21,000,000 99.025% $ 2,376,600,000

Total

$12,976,782,500
$82,475,000
$12,894,307,500

(1) Plus accrued interest, if any, from June 9, 2016, 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 June 9, 2016.

Joint Book-Running Managers
Citigroup

UBS Investment Bank
(All Notes)
BofA Merrill
Credit Suisse
Barclays
MUFG
Mizuho
Morgan Stanley
SunTrust
US Bancorp
Wells Fargo
Lynch
(2026 Notes and
(Floating Rate
(Floating Rate
Securities
(Floating Rate
Robinson
(Floating Rate
Securities
(2026 Notes and
2046 Notes)
Notes,
Notes,
(Floating Rate
Notes,
Humphrey
Notes,
(Floating Rate
2046 Notes)
2018 Notes,
2018 Notes,
Notes,
2018 Notes,
(Floating Rate
2018 Notes,
Notes,
2019 Notes,
2019 Notes,
2018 Notes,
2019 Notes,
Notes,
2019 Notes,
2018 Notes,
2021 Notes,
2021 Notes,
2019 Notes,
2021 Notes,
2018 Notes,
2021 Notes,
2019 Notes,
2023 Notes and
2023 Notes and
2021 Notes,
2023 Notes and
2019 Notes,
2023 Notes and
2021 Notes,
2036 Notes)
2036 Notes)
2023 Notes and
2036 Notes)
2021 Notes,
2036 Notes)
2023 Notes and
2036 Notes)
2023 Notes and
2036 Notes)

2036 Notes)

Co-Managers*

BofA
Credit Suisse
Barclays
MUFG
Mizuho
Morgan
SunTrust
US Bancorp
Wells Fargo
PNC Capital
BNY Mellon
HSBC
Fifth Third
Merrill
Securities
Stanley
Robinson
Securities
Markets LLC
Capital
Securities
Lynch
Humphrey
Markets,

LLC

* Underwriters that are listed above as Joint Book-Running Managers for a particular series of Notes are not also Co-Managers for that series.
June 2, 2016
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
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
those dates.
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-ii
Special Note on Forward-Looking Statements
S-ii
Summary
S-1
The Company
S-1
The Offering
S-2
Risk Factors
S-7
Use of Proceeds
S-9
Capitalization
S-10
Selected Financial Information
S-12
Aetna and Humana Unaudited Pro Forma Condensed Combined Financial Statements
S-14
Description of the Notes
S-30
ERISA Matters
S-43
Material United States Federal Tax Matters
S-44
Underwriting
S-48
Validity of the Notes
S-53
Experts
S-53
Where You Can Find More Information
S-54
PROSPECTUS

The Company

1
About This Prospectus

1
Where You Can Find More Information

1
Special Note on Forward-Looking Statements

2
Use of Proceeds

3
Description of Capital Stock

3
Description of Debt Securities

10
Forms of Debt Securities

18
Description of Warrants

19
Description of Purchase Contracts and Units

19
Certain United States Federal Tax Consequences

20
Plan of Distribution

26
Validity of Securities

27
Independent Registered Public Accounting Firm

27
ERISA Matters

28

S-i
Table of Contents
In this prospectus supplement and the accompanying prospectus, all references to "Aetna," the "Issuer," the "Company," "we," "us" and "our"
refer to Aetna Inc. and its consolidated subsidiaries (including, for periods after the completion of the merger, Humana 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.
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
Unless specifically indicated, the information presented in this prospectus supplement does not give effect to our proposed acquisition of
Humana Inc. ("Humana"), which we currently expect to complete in the second half of 2016.
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."
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the
Notes offered. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering.
This prospectus supplement and the accompanying prospectus also incorporate by reference certain documents that are described under "Where
You Can Find More Information." If the description of the offering varies between this prospectus supplement and the accompanying prospectus,
you should rely on the information in this prospectus supplement.
Before purchasing any Notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information described under the heading "Where You Can Find More Information" in this prospectus supplement.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based on our management's beliefs and assumptions and on
information available to our management at the time the statements are or were made. Forward-looking statements include but are not limited to
the information concerning the expected completion date of our acquisition of Humana, our possible or assumed future results of operations,
business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the
effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical
facts and can be identified by the use of forward-looking terminology such as the words "believe," "can," "expect," "explore," "seek," "plan,"
"intend," "anticipate," "estimate," "evaluate," "predict," "project," "potential," "continue," "may," "might," "will," "should," "could," "likely,"
"probable," "view," "guidance," "outlook," "forecast" or the negative of these terms or similar expressions.
Forward-looking statements involve risks, uncertainties and assumptions. The risk factors discussed in "Forward-Looking Information/Risk
Factors" in our 2015 Annual Report, Financial Report to Shareholders, incorporated by reference in, and filed with the SEC as an exhibit to, our
Annual Report on Form 10-K for the

S-ii
Table of Contents
fiscal year ended December 31, 2015, as updated in any future filings with the SEC, the risk factors under the caption "Risk Factors" in this
prospectus supplement, and/or other factors could cause our actual results to differ materially from those expressed in forward-looking statements.
There may also be other risks that we are unable to predict at the time a forward-looking statement is made or in the future. Although we believe
the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, levels of activity,
performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these
forward-looking statements. You should not put undue reliance on any forward-looking statements. We do not have any intention or obligation to
update forward-looking statements to reflect new information, future events or risks or the eventual outcome of the facts underlying the forward-
looking statements. New information, future events or risks may cause the forward-looking events we discuss in this prospectus supplement or the
accompanying prospectus not to occur at a time or in a manner that we expect.

S-iii
Table of Contents
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
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 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, such as
Accountable Care Solutions. 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 or the
accompanying prospectus.

S-1
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-
30 of this prospectus supplement.

Issuer
Aetna Inc.

Notes Offered
$500,000,000 aggregate principal amount of floating rate senior notes due 2017 (the
"Floating Rate Notes");

$1,000,000,000 aggregate principal amount of 1.700% senior notes due 2018 (the "2018

Notes");

$1,650,000,000 aggregate principal amount of 1.900% senior notes due 2019 (the "2019

Notes");

$1,850,000,000 aggregate principal amount of 2.400% senior notes due 2021 (the "2021

Notes");

$1,300,000,000 aggregate principal amount of 2.800% senior notes due 2023 (the "2023

Notes");

$2,800,000,000 aggregate principal amount of 3.200% senior notes due 2026 (the "2026

http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
Notes");

$1,500,000,000 aggregate principal amount of 4.250% senior notes due 2036 (the "2036

Notes"); and

$2,400,000,000 aggregate principal amount of 4.375% senior notes due 2046 (the "2046

Notes").

We refer to the 2018 Notes, the 2019 Notes, the 2021 Notes, the 2023 Notes, the 2026

Notes, the 2036 Notes and the 2046 Notes collectively as the "Fixed Rate Notes." We
refer to the Fixed Rate Notes and the Floating Rate Notes collectively as the "Notes."

Maturity
The Floating Rate Notes will mature on December 8, 2017.

The 2018 Notes will mature on June 7, 2018.

The 2019 Notes will mature on June 7, 2019.

The 2021 Notes will mature on June 15, 2021.

The 2023 Notes will mature on June 15, 2023.

The 2026 Notes will mature on June 15, 2026.

The 2036 Notes will mature on June 15, 2036.

The 2046 Notes will mature on June 15, 2046.

S-2
Table of Contents
Interest Payment Dates
Interest on the Floating Rate Notes will be payable quarterly on March 8, June 8,
September 8 and December 8 of each year, beginning September 8, 2016.

Interest on the 2018 Notes will be payable semi-annually on June 7 and December 7 of

each year, beginning December 7, 2016.

Interest on the 2019 Notes will be payable semi-annually on June 7 and December 7 of

each year, beginning December 7, 2016.

Interest on the 2021 Notes will be payable semi-annually on June 15 and December 15

of each year, beginning December 15, 2016.

Interest on the 2023 Notes will be payable semi-annually on June 15 and December 15

of each year, beginning December 15, 2016.

Interest on the 2026 Notes will be payable semi-annually on June 15 and December 15

of each year, beginning December 15, 2016.

Interest on the 2036 Notes will be payable semi-annually on June 15 and December 15

of each year, beginning December 15, 2016.
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement

Interest on the 2046 Notes will be payable semi-annually on June 15 and December 15

of each year, beginning December 15, 2016.

Optional Redemption
We do not have the right to redeem the Floating Rate Notes prior to maturity.

At any time, we may redeem the 2018 Notes, in whole or in part, at the redemption price

described in this prospectus supplement, plus any interest accrued but not paid to, but
excluding, the date of redemption.

At any time, 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, but
excluding, the date of redemption.

At any time prior to May 15, 2021 (one month prior to the maturity date of the 2021
Notes), we may redeem the 2021 Notes, in whole or in part, at the redemption price
described in this prospectus supplement, plus any interest accrued but not paid to, but
excluding, the date of redemption. At any time on or after May 15, 2021 (one month

prior to the maturity date of the 2021 Notes), we may redeem the 2021 Notes, in whole
or in part, at a redemption price equal to 100% of the principal amount of the 2021
Notes being redeemed, plus any interest accrued but not paid to, but excluding, the date
of redemption.

S-3
Table of Contents
At any time prior to April 15, 2023 (two months prior to the maturity date of the 2023
Notes), we may redeem the 2023 Notes, in whole or in part, at the redemption price
described in this prospectus supplement, plus any interest accrued but not paid to, but
excluding, the date of redemption. At any time on or after April 15, 2023 (two months

prior to the maturity date of the 2023 Notes), we may redeem the 2023 Notes, in whole
or in part, at a redemption price equal to 100% of the principal amount of the 2023
Notes being redeemed, plus any interest accrued but not paid to, but excluding, the date
of redemption.

At any time prior to March 15, 2026 (three months prior to the maturity date of the 2026
Notes), we may redeem the 2026 Notes, in whole or in part, at the redemption price
described in this prospectus supplement, plus any interest accrued but not paid to, but
excluding, the date of redemption. At any time on or after March 15, 2026 (three months

prior to the maturity date of the 2026 Notes), we may redeem the 2026 Notes, in whole
or in part, at a redemption price equal to 100% of the principal amount of the 2026
Notes being redeemed, plus any interest accrued but not paid to, but excluding, the date
of redemption.

At any time prior to December 15, 2035 (six months prior to the maturity date of the
2036 Notes), we may redeem the 2036 Notes, in whole or in part, at the redemption
price described in this prospectus supplement, plus any interest accrued but not paid to,
but excluding, the date of redemption. At any time on or after December 15, 2035 (six

months prior to the maturity date of the 2036 Notes), we may redeem the 2036 Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of the
2036 Notes being redeemed, plus any interest accrued but not paid to, but excluding, the
date of redemption.

http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
At any time prior to December 15, 2045 (six months prior to the maturity date of the
2046 Notes), we may redeem the 2046 Notes, in whole or in part, at the redemption
price described in this prospectus supplement, plus any interest accrued but not paid to,
but excluding, the date of redemption. At any time on or after December 15, 2045 (six

months prior to the maturity date of the 2046 Notes), we may redeem the 2046 Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of the
2046 Notes being redeemed, plus any interest accrued but not paid to, but excluding, the
date of redemption.

We are not required to establish a sinking fund to retire, redeem or repay the Notes of

any series.

Special Mandatory Redemption
If the merger has not been completed by December 31, 2016 (or such later date to which
the "End Date" under the merger agreement is extended by agreement between Aetna
and Humana) or if, prior to

S-4
Table of Contents
such date, the merger agreement is terminated, we will be obligated to redeem all of the
2019 Notes, the 2021 Notes, the 2026 Notes, the 2036 Notes and the 2046 Notes
(collectively, the "Special Mandatory Redemption Notes") at a redemption price equal
to 101% of the aggregate principal amount of the Special Mandatory Redemption Notes,
plus accrued and unpaid interest to, but excluding, the special mandatory redemption

date. The "special mandatory redemption date" means the 30th day (or if such day is not
a business day, the first business day thereafter) following the transmission of a notice of
special mandatory redemption, which shall be transmitted no later than 60 days after the
occurrence of the event triggering redemption. See "Description of the Notes--Special
Mandatory Redemption of the Special Mandatory Redemption Notes."

Repurchase Upon a Change of Control
Upon the occurrence of both (1) a Change of Control (as defined in "Description of the
Notes--Repurchase Upon a Change of Control") 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--Repurchase Upon a Change of
Control") 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 interest to, but excluding, 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 May 2013 acquisition of Coventry Health Care, Inc. ("Coventry")
and, upon closing of the merger, certain indebtedness assumed in connection with our
acquisition of Humana. 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 if the additional Notes of such series are not fungible with the
originally issued Notes of such series for United States federal income tax purposes, the
additional Notes of such series will have a separate CUSIP number.

http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement
Use of Proceeds
We intend to use the estimated $12.9 billion in net proceeds after deducting
underwriting discounts and commissions and estimated offering expenses from this
offering, together with cash on hand at Aetna and Humana, and an approximately $3.2
billion term loan that we expect to borrow at the time the merger is completed, to fund
the cash portion of the purchase price of the merger. If the merger is not

S-5
Table of Contents
completed, we intend to use the net proceeds of the offering of the Floating Rate Notes,
the 2018 Notes and the 2023 Notes for general corporate purposes, including the

possible payment of a termination fee under the merger agreement and repayment of a
portion of the Special Mandatory Redemption 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 base 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 base 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 consider carefully before deciding to purchase
the Notes, see "Risk Factors" beginning on page S-7 of this prospectus supplement and
those risk factors incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Settlement
We expect that delivery of the Notes will be made against payment therefor on or about
June 9, 2016, which will be the fifth business day following the date of pricing of the
Notes (such settlement cycle being herein referred to as "T+5"). Under Rule 15c6-1
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in
the secondary market generally are required to settle in three business days, unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers of Notes
who wish to trade Notes on the date of pricing or the next succeeding business day will
be required, by virtue of the fact that the Notes initially will settle T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of Notes who wish to trade Notes on the date of pricing or the next
succeeding business day should consult their own advisor.

http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Final Prospectus Supplement

S-6
Table of Contents
RISK FACTORS
In deciding whether to purchase the Notes, you should consider carefully the risks described below, as well as the other information and data
included in or incorporated by reference into this prospectus supplement, including "Forward-Looking Information/Risk Factors" beginning on
page 42 of our 2015 Aetna Annual Report, Financial Report to Shareholders incorporated by reference into our Annual Report on Form 10-K for
the year ended December 31, 2015, any of which could delay the completion of the merger and/or cause our operating results and financial
condition to be materially adversely affected. Following completion of the merger, Aetna will also be subject to the risk factors described in Part I,
Item 1A in Humana's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC, which we have filed as an exhibit
to our Annual Report on Form 10-K for the year ended December 31, 2015 and which is incorporated by reference herein.
We may be unable to redeem any or all of the Special Mandatory Redemption Notes in the event of a special mandatory redemption.
If the merger has not been completed by December 31, 2016 (or such later date to which the "End Date" under the merger agreement is
extended by agreement between Aetna and Humana) or if, prior to such date, the merger agreement is terminated, we will be obligated to redeem
all of the Special Mandatory Redemption Notes at a redemption price equal to 101% of the aggregate principal amount of the Special Mandatory
Redemption Notes, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date (as defined herein). See "Description
of the Notes--Special Mandatory Redemption of the Special Mandatory Redemption Notes." We are not obligated to place the proceeds of the
offering of any Notes in escrow prior to the completion of the merger or to provide a security interest in those proceeds. Accordingly, we will need
to fund any special mandatory redemption of the Special Mandatory Redemption Notes using proceeds that we have voluntarily retained and from
other sources of liquidity. In the event of a special mandatory redemption, we may not have sufficient funds to purchase any or all of the Special
Mandatory Redemption Notes, which would constitute an event of default under the indenture.
In the event of a special mandatory redemption, holders of the Special Mandatory Redemption Notes may not obtain their expected return
on such Notes.
If we redeem the Special Mandatory Redemption Notes pursuant to the special mandatory redemption provisions, you may not obtain your
expected return on the Special Mandatory Redemption Notes and may not be able to reinvest the proceeds from such special mandatory
redemption in an investment that results in a comparable return. In addition, as a result of the special mandatory redemption provisions of the
Special Mandatory Redemption Notes, the trading prices of the Special Mandatory Redemption Notes may not reflect the financial results of our
business or macroeconomic factors. You will have no rights under the special mandatory redemption provisions if the merger closes, nor will you
have any right to require us to repurchase your Special Mandatory Redemption Notes if, between the closing of this offering and the completion of
the merger, we experience any changes (including any material adverse changes) in our business or financial condition, or if the terms of the
merger agreement change, including in material respects.
The Notes are unsecured and will be effectively junior to our secured indebtedness to the extent of the collateral therefor.
The Notes are unsecured general obligations of Aetna. Holders of our secured indebtedness, if any, will have claims that are prior to your
claims as holders of the Notes, to the extent of the assets securing our secured indebtedness. Thus, in the event of a bankruptcy, liquidation,
dissolution, reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of our secured indebtedness before
any payment could be made on the Notes. To the extent that our pledged assets cannot satisfy in full our secured indebtedness, the holders of our
secured indebtedness would have a claim for any shortfall that would rank equally in right of payment with the Notes. In any of the foregoing
events, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes. As a result, holders of the Notes may receive
less, ratably, than holders of our secured indebtedness. At March 31, 2016, Aetna had no secured indebtedness.

S-7
Table of Contents
The Notes are structurally subordinated to the liabilities of our subsidiaries.
The Notes are our obligations exclusively and not of any of our subsidiaries. As a result, the Notes will be structurally subordinated to certain
http://www.sec.gov/Archives/edgar/data/1122304/000119312516613761/d190967d424b5.htm[6/6/2016 3:42:36 PM]

Document Outline

#1">
- #1">