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Fitch Affirms WellPoint's IDR at 'A-'; Outlook Negative



  Fitch Affirms WellPoint's IDR at 'A-'; Outlook Negative

Business Wire

CHICAGO -- January 15, 2013

Fitch Ratings has affirmed WellPoint, Inc.'s (WellPoint) long-term Issuer
Default Rating (IDR) at 'A-' and its issue ratings at 'BBB+'. In addition,
Fitch has affirmed the Insurer Financial Strength (IFS) ratings of WellPoint's
operating subsidiaries at 'AA-'. The Outlook on the IDR and IFS ratings is
Negative. A full list of rating actions is below.

The affirmation of WellPoint's ratings reflects the company's strong and
generally stable historical operating performance, very strong competitive
position, and solid statutory capitalization of its operating subsidiaries.
Additionally, the IFS ratings of several WellPoint subsidiaries benefit from a
parent company guaranty.

The ratings also reflect the company's high financial leverage metrics
resulting from the issuance of debt related to the company's recent
acquisition of Amerigroup Corporation (AGP), which was completed on Dec. 24,
2012, very strong competition in the commercial health sector, ongoing
uncertainty around the effects of health reform legislation, and continued
concerns related to unsustainable medical cost trends.

The current Negative Outlook on the ratings reflects uncertainty around the
integration of AGP, including unforeseen challenges which may unfavorably
affect future operating performance. The Negative Outlook also reflects
uncertainty regarding progress in reducing the company's financial leverage
and management transition following the resignation of the company's chief
executive officer in August 2012.

WellPoint's ratings reflect non-standard notching between the operating
company subsidiaries' IFS ratings and the parent company's IDR. Fitch views
this as appropriate as it believes the operating company subsidiaries will
continue to be able to meet their ongoing funding needs and maintain their
current capitalization metrics, without assistance from the parent company.

Fitch views the acquisition of AGP as strategically beneficial for WellPoint,
given the additional expertise and access AGP will provide WellPoint with, in
terms of Medicaid beneficiaries in the 12 states in which it operates. AGP's
operations will also place WellPoint in a better position to benefit from the
growing number of dual-eligible beneficiaries who are being enrolled in
private health plans.

Fitch anticipates a gradual reduction in WellPoint's financial leverage over
the next 12 to 24 months to levels that are more consistent with its current
ratings. This leverage reduction will likely result from a combination of debt
reduction and a strengthening of the company's EBITDA. Including $1.5 billion
in senior unsecured convertible debentures issued in October 2012, Fitch
estimates WLP's pro forma 2012 debt-to-EBITDA ratio, including AGP, to be
approximately 2.5x, and debt-to-total capital to be approximately 37%.

WellPoint's strong cash flow provides management with significant flexibility
in managing financial leverage through an appropriate balance between stock
repurchase activity and debt reduction activity. A track record of
management's willingness to employ these levers to maintain appropriate
alignment of the company's debt load with its cash flow has historically
enhanced Fitch's comfort with its use of financial leverage. A reduction in
management's willingness and/or ability to maintain this balance would likely
result in a downgrade of the company's ratings.

With approximately 33.5 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 $2.2 billion in the first
nine months of 2012 on total revenues of approximately $46.2 billion.

KEY RATING DRIVERS

The key rating triggers that could result in a revision of the Outlook to
Stable include substantial progress toward a return of financial leverage
metrics to levels appropriate for WellPoint's new ratings, specifically a
debt/EBITDA ratio of 2.2x or below, as well as a reduction in the previously
discussed uncertainties.

The key rating triggers that could result in standard notching between the
operating company subsidiaries' IFS ratings and the parent company's IDR
include:

--A material reduction in leverage, specifically expectations for a long-term
period of debt/EBITDA below 1.8x;
--Debt/total capital below 25% and EBITDA/interest above 10x;
--Run-rate EBITDA margins in excess of 9%;
--Run-rate consolidated RBC ratio in excess of 300% of CAL.

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

--Run-rate EBITDA margin less than 7%;
--Run-rate EBITDA/interest of less than 7x;
--Run-rate debt/EBITDA ratio in excess of 2.2x and debt-to-total capital in
excess of 38%;
--Run-rate consolidated RBC ratio of less than 220% of CAL
--A material goodwill impairment.

The rating actions are as follows:

Fitch has affirmed the following ratings:

WellPoint, Inc.
--5.000% senior notes due 2014 at 'BBB+';
--6.000% senior notes due 2014 at 'BBB+';
--1.250% senior notes due 2015 at 'BBB+';
--5.250% senior notes due 2016 at 'BBB+';
--5.875% senior notes due 2017 at 'BBB+';
--2.375% senior notes due 2017 at 'BBB+';
--1.875% senior notes due 2018 at 'BBB+';
--7.000% senior notes due 2019 at 'BBB+';
--4.350% senior notes due 2020 at 'BBB+';
--3.700% senior notes due 2021 at 'BBB+';
--3.125% senior notes due 2022 at 'BBB+';
--3.300% senior notes due 2023 at 'BBB+';
--5.950% senior notes due 2034 at 'BBB+';
--5.850% senior notes due 2036 at 'BBB+';
--6.375% senior notes due 2037 at 'BBB+';
--5.800% senior notes due 2040 at 'BBB+';
--4.625% senior notes due 2042 at 'BBB+';
--4.650% senior notes due 2043 at 'BBB+';
--2.750% Senior convertible debentures due 2042 at 'BBB+';
--Short-term IDR at 'F2';
--Commercial paper at 'F2'.

WellPoint, Inc.
--Long-term IDR at 'A-'; Negative Outlook.

Anthem Holding Corp. (formerly known as WellPoint Health Networks Inc.)
--Long-term IDR at 'A-'; Negative Outlook.

Fitch has affirmed the following ratings with a Negative Outlook:

Anthem Insurance Companies, Inc.
--Long-term IDR at 'A+';
--9.00% surplus notes due 2027 at 'A';
--Insurer financial strength (IFS) at 'AA-'.

Fitch has affirmed the IFS ratings of the following issuers at 'AA-', with a
Negative Outlook:

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

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:

--'Insurance Rating Methodology' (Jan. 11, 2013);
--'Health Insurance and Managed Care (U.S.) Sector Credit Factors' (August 21,
2012);
--'WellPoint, Inc. (And Operating Subsidiaries)' (Feb. 28, 2012);
--' 2013 Outlook Report: U.S. Health Insurance and Managed Care ' (Dec. 4,
2012).

Applicable Criteria and Related Research:
Insurance Rating Methodology -- Amended
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=698731
Health Insurance and Managed Care (U.S.) Sector Credit Factors
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=686930
WellPoint, Inc. (And Operating Subsidiaries)
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=672474
2013 Outlook Report: U.S. Health Insurance and Managed Care
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=695952

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS.
PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S
PUBLIC WEBSITE WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA AND
METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF
CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL,
COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM
THE 'CODE OF CONDUCT' SECTION OF THIS SITE.

Contact:

Fitch Ratings
Primary Analyst:
Bradley S. Ellis, CFA, +1-312-368-2089
Director
Fitch, Inc.
70 W. Madison St.
Chicago, IL 60602
or
Secondary Analyst:
Mark E. Rouck, CPA, CFA, +1-312-368-2085
Senior Director
or
Committee Chairperson:
James B. Auden, CFA, +1-312-368-3146
Managing Director
or
Media Relations:
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com
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