On February 5, 2009, WellPoint, Inc. (the "Company") closed its sale of $400,000,000 aggregate principal amount of its 6.000% Notes due 2014 (the "2014 Notes") and $600,000,000 aggregate principal amount of its 7.000% Notes due 2019 (the "2019 Notes" and, together with the 2014 Notes, the "Notes") pursuant to an Underwriting Agreement, dated February 2, 2009 (the "Underwriting Agreement"), among the Company and Banc of America Securities LLC and Deutsche Bank Securities Inc., and the related Terms Agreement, dated February 2, 2009 (the "Terms Agreement"), among the Company and Banc of America Securities LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters named in the Terms Agreement (the "Underwriters"). The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a registration statement on Form S-3 (File No. 156098) previously filed with the Securities and Exchange Commission under the Act.

The aggregate net proceeds received by the Company from the sale of the Notes were approximately $990,316,000 after deducting the underwriting discount and offering expenses. The Company intends to use the net proceeds of the offering for working capital and for general corporate purposes, including, but not limited to, repayment of short-term debt and repurchasing shares of the Company's common stock. The Indenture, defined below, does not prohibit or limit the incurrence of indebtedness and other liabilities by the Company or its subsidiaries.

The Notes were issued pursuant to an Indenture, dated as of January 10, 2006 (the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (the "Trustee"). Interest on the Notes is payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2009. Each interest payment will be made to the persons who are registered holders of the notes on the immediately preceding February 1 and August 1, respectively.

The Notes may be declared immediately due and payable by the Trustee or the holders of 25% of the principal amount of the Notes of the affected series if an event of default occurs under the Indenture and has not been cured. An event of default generally means that the Company (1) fails to pay the principal or any premium on a Note on its due date, (2) does not pay interest on a Note within 30 days of its due date, (3) remains in breach of any other term of the Indenture for 60 days after its receipt of written notice of such failure or (4) files for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occurs.

The 2014 Notes will mature on February 15, 2014, and the 2019 Notes will mature on February 15, 2019. However, the Company, at its option, may redeem the 2014 Notes and the 2019 Notes, in each case, in whole at any time or in part from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate, as defined in the Indenture, plus 50 basis points in the case of the 2014 Notes and 50 basis points in the case of the 2019 Notes, plus, in each case, accrued and unpaid interest thereon to the date of redemption.

The Underwriters and certain of their affiliates have provided from time to time, and may provide in the future, investment and commercial banking and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. Affiliates of all of the Underwriters are participants in the Company's revolving credit agreement and term loan facility.

The foregoing description of the issuance and sale does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated by reference hereto as Exhibit 1.1, and the Indenture, which is incorporated by reference hereto as Exhibit 4.1.

(c) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.    Exhibit
1.1            Underwriting Agreement, dated as of February 2, 2009, among WellPoint,
               Inc., Banc of America Securities LLC and Deutsche Bank Securities Inc.

4.1            Indenture, dated as of January 10, 2006, between WellPoint, Inc. and The
               Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New
               York Trust Company, N.A.) (filed as Exhibit 4.1 to WellPoint, Inc.'s
               Form 8-K dated January 10, 2006, and incorporated herein by reference).

4.2            Form of the 6.000% Notes due 2014.

4.3            Form of the 7.000% Notes due 2019.

12.1           Computation of Ratio of Earnings to Fixed Charges.