Fitch Assigns 'A-' Rating to WellPoint's Senior Notes

Fitch Ratings has assigned an 'A-' rating to WellPoint, Inc.'s (WellPoint) proposed issuance of $1.75 billion of senior unsecured notes. Fitch has also affirmed the long-term Issuer Default Rating (IDR) of WellPoint at 'A', and the Insurer Financial Strength (IFS) ratings of WellPoint's operating subsidiaries at 'AA-'. A full list of today's rating actions can be found below. The Rating Outlook remains Stable.

Fitch expects proceeds from the debt issuance to be used primarily to pre-fund the maturity of WellPoint's $800 million of 6.8% senior unsecured notes due Aug. 1, 2012, as well as to reduce commercial paper outstanding and for general corporate purposes.

On Jan. 9, 2012, Fitch affirmed all of its ratings on WellPoint with a Stable Outlook. In announcing the affirmation, Fitch noted that WellPoint's debt-to-EBITDA ratio, which was 1.9x at March 31, 2012, is above average for similarly rated peers and is at the high end of Fitch's expectations for the company's current rating category. Based upon the expected use of proceeds and projected operating performance of the company in 2012, Fitch does not expect WellPoint's financial leverage metrics to be affected significantly from the issuance being rated today. However, any significant deterioration in the company's operating performance over the course of 2012 could increase the company's earnings-based financial leverage metrics, which would place downward pressure on its ratings.

WellPoint's ratings are supported by the company's strong and generally stable historical operating performance, very strong competitive position, and good statutory capitalization of its operating subsidiaries. Additionally, the IFS ratings of several WellPoint subsidiaries benefit from a parent company guaranty.

The company's ratings also reflect a debt-to-EBITDA ratio that is higher than average for the health and managed care sector, very strong competition in the commercial health sector, ongoing risks associated with the implementation of health reform legislation, and continued concerns related to unsustainable medical cost trends.

With approximately 33.7 million medical members, Indianapolis-based WellPoint is the nation's second largest publicly traded health insurance and managed care company. The company reported net income of $2.6 billion in 2011 on total revenues of approximately $60.7 billion.

The key rating triggers that could result in an upgrade include:

--A material reduction in leverage, specifically expectations for a long-term period of debt/EBITDA below 1.0x;

--Debt/total capital below 20% and EBITDA/interest above 12x;

--Run-rate EBIT margins in excess of 10%;

--Run-rate consolidated risk based capital (RBC) ratio in excess of 320%.

The key rating triggers that could result in a downgrade include:

--Run-rate EBIT margin less than 6.8%;

--Run-rate EBITDA/interest of less than 7x;

--Run-rate debt/EBITDA ratio in excess of 1.9x and debt-to-total capital in excess of 35%;

--Run-rate consolidated RBC ratio of less than 220% of CAL;

--Acquisition activity that increases financial leverage above the guidelines referenced above or otherwise adversely affects WLP's operating profile.

Fitch has taken the following rating actions:

The following rating is assigned:

WellPoint, Inc.

--$1.75 billion senior notes 'A-'.

The following ratings are affirmed:

WellPoint, Inc.

--6.800% senior notes due 2012 at 'A-';

--5.000% senior notes due 2014 at 'A-';

--6.000% senior notes due 2014 at 'A-';

--5.250% senior notes due 2016 at 'A-';

--5.875% senior notes due 2017 at 'A-';

--2.375% senior notes due 2017 at 'A-';

--7.000% senior notes due 2019 at 'A-';

--4.350% senior notes due 2020 at 'A-';

--3.700% senior notes due 2021 at 'A-';

--5.950% senior notes due 2034 at 'A-';

--5.850% senior notes due 2036 at 'A-';

--6.375% senior notes due 2037 at 'A-';

--5.800% senior notes due 2040 at 'A-';

--Short-term IDR at 'F1';

--Commercial paper at 'F1'.

Anthem Insurance Companies, Inc.

--9.00% surplus notes due 2027 at 'A'.

The following ratings are affirmed with a Stable Outlook:

WellPoint, Inc.

--Long-term IDR at 'A'.

Anthem Insurance Companies, Inc.

--Long-term IDR at 'A+';

--Insurer financial strength (IFS) at 'AA-'.

Anthem Holding Corp. (formerly known as WellPoint Health Networks Inc.)

--Long-term IDR at 'A'.

HealthKeepers, Inc.

Blue Cross of California

Anthem Blue Cross Life & Health Insurance Company

Blue Cross and Blue Shield of Georgia, Inc.

Blue Cross Blue Shield Healthcare Plan of Georgia, Inc.

HMO Missouri, Inc.

Empire HealthChoice HMO, Inc.

Empire HealthChoice Assurance, Inc.

Anthem Health Plans, Inc.

Anthem Health Plans of Kentucky, Inc.

Anthem Health Plans of Maine, Inc.

Anthem Health Plans of New Hampshire, Inc.

Anthem Health Plans of Virginia, Inc.

Community Insurance Company, Inc.

Matthew Thornton Health Plan, Inc.

Rocky Mountain Hospital & Medical Service, Inc.

Healthy Alliance Life Insurance Company

--IFS at 'AA-'.

Additional information is available at 'www.fitchratings.com'. The ratings above were solicited by, or on behalf of, the issuer, and therefore, Fitch has been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Health Insurance and Managed Care (U.S.) Sector Credit Factors' (March 28, 2012);

--'WellPoint, Inc. (And Operating Subsidiaries)' (Feb. 28, 2012);

--'2012 Outlook: U.S. Health Insurance and Managed Care' (Dec. 14, 2011);

--'Insurance Rating Methodology' (Sept. 22, 2011);

--'WellPoint, Inc.' (Sept. 6, 2011).

Applicable Criteria and Related Research:

WellPoint, Inc. (And Operating Subsidiaries)

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=672474

WellPoint, Inc.

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=650230

Insurance Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=651018

Health Insurance and Managed Care (U.S.) Sector Credit Factors

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=674555

2012 Outlook: U.S. Health Insurance and Managed Care

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=659847

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