TEXT - Fitch may still raise Coventry Health Care ratings

Feb 15 - Fitch Ratings said today that the ratings of Coventry Health Care,
Inc. (Coventry) remain on Ratings Watch Positive pending the close of
Coventry's previously announced acquisition by Aetna Inc. (Aetna).
These ratings include the company's long-term Issuer Default Rating (IDR) of
'BBB' and the 'BBB-' ratings on the company's senior unsecured securities. A
complete list of affected ratings appears below.

Todays' rating actions follow completion of Fitch's review of interim events
leading to the acquisition's expected mid-2013 close. Fitch had placed
Coventry's ratings on Rating Watch Positive on Aug. 20, 2012 following the
company's announcement that it had entered into a definitive agreement to be
acquired by Aetna in exchange for Aetna common shares and cash totaling $5.7
billion.

Since that time, Coventry shareholders have voted to formally adopt the
agreement governing the acquisition, Aetna has issued $2 billion of senior
unsecured securities to finance a portion of the acquisition, and Aetna has
taken steps required to obtain necessary regulatory approvals.

KEY RATING DRIVERS

The Positive Rating Watch continues to reflect Fitch's view that following the
transaction, the combined entity will benefit from significantly stronger market
positioning, larger absolute earnings and revenues bases, and enhanced benefits
from economies of scale than Coventry possesses on a stand-alone basis.

These expected benefits are partially offset by a projected increase in the
combined Aetna-Coventry entity's financial leverage and the possibility of a
modest reduction in interest coverage levels relative to Coventry's recently
reported levels, depending on the combined operating performance of the two
companies going forward.

RATING SENSITIVITIES

Assuming the acquisition closes as expected, Fitch will most likely upgrade the
ratings on Coventry's senior unsecured notes to align them with Aetna's then
current ratings. Fitch currently rates Aetna's senior unsecured debt at 'A-',
with a Negative Rating Watch.

If the acquisition were to fail to close as expected, Fitch would likely remove
Coventry's ratings from Rating Watch Positive and leave them at their
stand-alone level.

Coventry's stand-alone ratings continue to be supported by the company's solid
historical operating performance, good cash flow, conservative investment
profile and reasonable financial leverage.

Coventry's ratings also reflect the effect of 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.

The following ratings remain on Ratings Watch Positive:

Coventry Health Care, Inc.

--IDR at 'BBB';
--$400 million 6.30% senior unsecured notes due 2014 at 'BBB-'.
--$250 million 6.125% senior unsecured notes due 2015 at 'BBB-';
--$400 million 5.95% senior unsecured notes due 2017 at 'BBB-';
--$600 million 5.45% senior unsecured notes due 2021 at 'BBB-'.