TEXT-S&P rates Wellpoint's senior unsecured debt 'A-'

Oct 2 - Standard & Poor's Ratings Services said today that it has assigned
its unsolicited 'A-' senior unsecured debt rating to WellPoint Inc.'s
(NYSE:WLP) proposed $1.35 billion 30-year convertible notes offering.

We expect WellPoint to use the offering proceeds partly to fund growth
initiatives that include deal funding. In July, we revised our outlook on
WellPoint to stable from positive in connection with its announced acquisition
of Amerigroup Corp. This action reflected diminished potential for upside
rating change within 12-24 months because of related deal risks.

Key factors supporting our current rating on WellPoint and the stable outlook
include the sustained strength of its business profile relative to its peer
group and the sector overall. Operating performance, discretionary cash-flow
generation, liquidity, and financial flexibility are collectively strong and
increasingly well supported by the diversity and scale of its core business
lines.

By year-end 2012 we expect total revenue to exceed $60 billion and membership
(excluding BlueCard members) to be 28 million (28.5 million medical members).
We expect operating income (EBIT) and cash flow (EBITDA) to be more than $4
billion (6%-7% return on revenue) and $4.5 billion (7%-8% margin),
respectively. If WellPoint were to perform at a level consistent with these
expectations, adjusted EBITDA interest coverage would fall within our
intermediate term range of expectation of 8x-10x. These results, combined with
an expected cash position near $1 billion at the holding company level at
year-end 2012 would likely continue to support a very strong liquidity
position and strong financial flexibility assessment overall.

RELATED CRITERIA AND RESEARCH
Holding Company Analysis, June 11, 2009

RATINGS LIST

WellPoint Inc.
Counterparty Credit Rating A-/Stable/A-2

New Rating
WellPoint Inc.
Sr. Unsec. $1.35 Bil. 30-yr. Notes A-

This unsolicited rating(s) was initiated by Standard & Poor's. It may be based
solely on publicly available information and may or may not involve the
participation of the issuer. Standard & Poor's has used information from
sources believed to be reliable based on standards established in our Credit
Ratings Information and Data Policy but does not guarantee the accuracy,
adequacy, or completeness of any information used.

Complete ratings information is available to subscribers of RatingsDirect on
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