Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-178394
WELLPOINT, INC.
FINAL TERM SHEET
Dated May 2, 2012
| Issuer: | WellPoint, Inc. | |
| Title: | 3.125% Notes due 2022 (the “2022 Notes”) | |
| 4.625% Notes due 2042 (the “2042 Notes”) | ||
| Size: | $850 million aggregate principal amount of the 2022 Notes | |
| $900 million aggregate principal amount of the 2042 Notes | ||
| Maturity: | May 15, 2022 for the 2022 Notes | |
| May 15, 2042 for the 2042 Notes | ||
| Coupon (Interest Rate): | 3.125% for the 2022 Notes | |
| 4.625% for the 2042 Notes | ||
| Anticipated Ratings*: | Moody’s: Baa1, Stable / S&P: A-, Positive / Fitch: A-, Stable | |
| Yield to Maturity: | 3.185% for the 2022 Notes | |
| 4.669% for the 2042 Notes | ||
| Spread to Benchmark Treasury: | Treasury + 1.27% for the 2022 Notes | |
| Treasury + 1.57% for the 2042 Notes | ||
| Benchmark Treasury: | 2.000% due February 15, 2022 for the 2022 Notes | |
| 3.125% due November 15, 2041 for the 2042 Notes | ||
| Benchmark Treasury Price and Yield: | 100-24; 1.915% for the 2022 Notes | |
| 100-16; 3.099% for the 2042 Notes | ||
| Interest Payment Dates: | November 15 and May 15 of each year, beginning on November 15, 2012 | |
| Optional Redemption Provision: | Make-whole call at Treasury + 0.20% at any time for the 2022 Notes | |
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| Make-whole call at Treasury + 0.25% at any time for the 2042 Notes | ||
| Price to Public: | 99.488% for the 2022 Notes | |
| 99.292% for the 2042 Notes | ||
| Gross Proceeds to Issuer (before expenses): | $845,648,000 for the 2022 Notes | |
| $893,628,000 for the 2042 Notes | ||
| Net Proceeds to Issuer (before expenses): | $840,123,000 for the 2022 Notes | |
| $885,753,000 for the 2042 Notes | ||
| Trade Date: | May 2, 2012 | |
| Settlement Date: | May 7, 2012 | |
| Day Count: | 30/360 | |
| CUSIP/ISIN: | 94973V AX5 / US94973VAX55 (2022 Notes) | |
| 94973V AY3 / US94973VAY39 (2042 Notes) | ||
| Active Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith | |
| Incorporated | ||
| Deutsche Bank Securities Inc. | ||
| Passive Joint Book-Running Manager: | Goldman, Sachs & Co. (2022 Notes) | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus, which, in the case of the issuer, you may request the prospectus by calling Corporate Secretary, (317) 488-6000 or emailing shareholder.services@wellpoint.com at WellPoint, Inc. In the case of Merrill Lynch, Pierce, Fenner & Smith Incorporated, you may request the prospectus by calling (800) 294-1322, and in the case of Deutsche Bank Securities Inc., you may request the prospectus by calling (800) 503-4611.
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