WellPoint Reports Third Quarter 2012 Results

  WellPoint Reports Third Quarter 2012 Results

  *Net income was $2.15 per share, including net gains of $0.06 per share.
    Adjusted net income was $2.09 per share (refer to GAAP Reconciliation
    table).
  *Medical enrollment was approximately 33.5 million members as of September
    30, 2012.
  *Full year 2012 net income is expected to be in the range of $7.37 to $7.47
    per share, including net gains of $0.07 per share. The Company continues
    to expect adjusted net income in the range of $7.30 to $7.40 per share
    (refer to GAAP Reconciliation table).
  *Board of Directors declares fourth quarter 2012 dividend of $0.2875 per
    share.

Business Wire

INDIANAPOLIS -- November 07, 2012

WellPoint, Inc. (NYSE: WLP) today announced that third quarter 2012 net income
was $691.2 million, or $2.15 per share. These results included $0.06 per share
of net income resulting from net investment gains, partially offset by
acquisition related costs. Net income in the third quarter of 2011 was $683.2
million, or $1.90 per share, and included net investment gains of $0.13 per
share.

Excluding the items noted in each period, adjusted net income was $2.09 per
share in the third quarter of 2012, an increase of 18.1 percent compared with
adjusted net income of $1.77 per share in the prior year quarter (refer to
GAAP Reconciliation table for a reconciliation to the most directly comparable
measure calculated in accordance with U.S. generally accepted accounting
principles, or “GAAP”).

“Our third quarter results compared favorably to our expectations and
reflected more consistent execution across our businesses. We are preparing
for a successful Amerigroup integration and have recently taken steps to
better align business level leadership to execute on the growth opportunities
before us,” said John Cannon, interim president and chief executive officer.

“The third quarter reflected a combination of improved core operating
performance, administrative expense management, and favorability in the
capital management of the company. Our earnings were supported by strong
adjusted operating cash flow in the quarter and sequential increases in
medical claims reserves and days in claims payable,” said Wayne DeVeydt,
executive vice president and chief financial officer. “Operating trends in the
quarter increase our confidence in our full year 2012 outlook of $7.30 to
$7.40 in adjusted EPS.”

                           CONSOLIDATED HIGHLIGHTS

Membership: Medical enrollment was approximately 33.5 million members at
September 30, 2012, a decrease of 862,000 members, or 2.5 percent, from
approximately 34.4 million at September 30, 2011. Membership in the Local
Group and National businesses declined by 694,000 and 315,000, respectively,
as the Company repositioned product offerings in the New York small group
market and adjusted its administrative fee structure for certain National
Accounts in 2012. Enrollment was also impacted by economy-related in-group
membership attrition and competitive situations in certain Local Group
markets.

The declines in Local Group and National were partially offset by membership
growth in the Senior and State Sponsored businesses. Senior membership
increased by 96,000, primarily due to the Company’s geographic expansion into
new Medicare Advantage service areas for 2012. State Sponsored enrollment
increased by 42,000, due to growth in existing programs.

Operating Revenue:  Operating revenue exceeded $15.1 billion in the third
quarter of 2012 and was essentially stable compared with the prior year
quarter. Premium revenue declined by $144.5 million, or 1.0 percent, as the
impact of lower fully insured Local Group membership was partially offset by
growth in the Senior business and premium rate increases designed to cover
cost trends. Other revenue increased by $130.6 million, primarily due to the
Company’s acquisition of 1-800 CONTACTS, Inc. during the second quarter of
2012.

Benefit Expense Ratio:  The benefit expense ratio was 85.4 percent in the
third quarter of 2012, an increase of 30 basis points from 85.1 percent in the
third quarter of 2011. Consistent with the Company’s expectation, the increase
occurred in the Consumer reporting segment. Within that segment, the benefit
expense ratio for Senior business increased due to lower risk score revenue in
the current year quarter, and the ratio for State Sponsored business increased
due to higher medical costs in California. The increase in the Consumer
segment benefit expense ratio was partially offset by an improvement in the
Commercial segment ratio.

Medical Cost Trend:  For the full year of 2012, the Company continues to
expect that underlying Local Group medical cost trend will be in the range of
7.0 percent, plus or minus 50 basis points. Unit cost increases continue to be
the primary driver of overall medical cost trend, while utilization moderated
during the third quarter of 2012.

Days in Claims Payable:  Days in Claims Payable (“DCP”) as of September 30,
2012, was 42.4 days, an increase of 1.6 days from 40.8 days at June 30, 2012.
This was driven primarily by a sequential increase in medical claims reserves
and claims payment seasonality, including the impact of fewer claims
processing days in the third quarter.

SG&A Expense Ratio: The SG&A expense ratio was 13.7 percent in the third
quarter of 2012, a decrease of 30 basis points from 14.0 percent in the third
quarter of 2011. The decrease reflected savings from the Company’s ongoing
efficiency initiatives and lower compensation expense in the current year
quarter, partially offset by increased costs related to the integration and
expansion of CareMore.

Effective Income Tax Rate: The Company’s effective income tax rate was 32.6
percent in the third quarter of 2012, compared with 34.6 percent in the third
quarter of 2011. The decline resulted primarily from the favorable settlement
of certain prior year tax audits during the third quarter of 2012.

Operating Cash Flow: For the first nine months of 2012, operating cash flow
was approximately $2.0 billion, or 0.9 times net income. Third quarter 2012
operating cash flow totaled $240.2 million and was unfavorably impacted by the
timing of the July monthly payment from the Centers for Medicare & Medicaid
Services (“CMS”), which was received in the second quarter. Including this
payment in the third quarter, adjusted operating cash flow would have been
$951.9 million, or approximately 1.4 times net income (refer to GAAP
Reconciliation table).

Operating cash flow totaled $3.3 billion during the first nine months of 2011
and included 10 monthly payments from CMS. Excluding the October 2011 CMS
payment, adjusted operating cash flow was $2.7 billion for the first nine
months of 2011 (refer to GAAP Reconciliation table).

Share Repurchase Program: During the third quarter of 2012, the Company
repurchased 11.3 million shares of its common stock for $655.3 million. The
Company repurchased an additional 10.4 million shares for $634.3 million
during October, bringing its year-to-date repurchase total for the first 10
months of 2012 to 39.1 million shares for approximately $2.5 billion. As of
October 31, 2012, the Company had approximately $1.9 billion of Board-approved
share repurchase authorization remaining.

Cash Dividend: During the third quarter of 2012, the Company paid a quarterly
dividend of $0.2875 per share, representing a distribution of cash totaling
$90.7 million. Cash dividend payments totaled $280.0 million for the first
nine months of 2012. On November 6, 2012, the Board of Directors declared a
quarterly dividend to shareholders for the fourth quarter of 2012 of $0.2875
per share. The fourth quarter dividend is payable on December 21, 2012, to
shareholders of record at the close of business on December 7, 2012.

Investment Portfolio & Capital Position: During the third quarter of 2012, the
Company recorded net investment gains of $50.8 million pre-tax, consisting of
net realized gains from the sale of securities totaling $54.6 million,
partially offset by other-than-temporary impairments totaling $3.8 million. In
the third quarter of 2011, the Company recorded net investment gains of $72.0
million pre-tax, consisting of net realized gains from the sale of securities
totaling $94.9 million, partially offset by other-than-temporary impairments
totaling $22.9 million.

As of September 30, 2012, the Company’s net unrealized gain position in the
investment portfolio was approximately $1.3 billion, consisting of net
unrealized gains on fixed maturity and equity securities totaling $980.6
million and $341.0 million, respectively. As of September 30, 2012, cash and
investments at the parent company totaled $4.9 billion, reflecting debt
issuances during the third quarter in connection with the pending acquisition
of Amerigroup Corporation.

                             REPORTABLE SEGMENTS

WellPoint, Inc. has the following reportable segments: Commercial Business,
which includes the Local Group, National, UniCare and Specialty Products lines
of business (including 1-800 CONTACTS); Consumer Business, which includes the
Individual, Senior and State Sponsored lines of business; and Other, which
includes Comprehensive Health Solutions, FEP business, National Government
Services, inter-segment sales and expense eliminations, and corporate expenses
not allocated to the other reportable segments.

                                                                     
  WellPoint, Inc.
  Reportable Segment Highlights
  (Unaudited)
                                                                           
  (In              Three Months Ended September 30        Nine Months Ended September 30
  millions)
                   2012         2011         Change       2012          2011          Change
  Operating
  Revenue
    Commercial     $8,360.6     $8,657.9     (3.4  %)     $25,255.8     $25,868.8     (2.4  %)
    Business
    Consumer       4,879.1      4,576.4      6.6   %      14,456.0      13,164.2      9.8   %
    Business
    Other          1,894.0     1,920.8     (1.4  %)     5,745.4      5,656.7      1.6   %
  Total
  Operating        15,133.7     15,155.1     (0.1  %)     45,457.2      44,689.7      1.7   %
  Revenue
                                                                                      
  Operating
  Gain
    Commercial     $818.6       $711.5       15.1  %      $2,581.6      $2,583.8      (0.1  %)
    Business
    Consumer       184.7        245.2        (24.7 %)     613.5         627.7         (2.3  %)
    Business
    Other          0.5         15.9        (96.9 %)     13.0         58.1         (77.6 %)
  Total
  Operating        1,003.8      972.6        3.2   %      3,208.1       3,269.6       (1.9  %)
  Gain
                                                                                      
  Operating
  Margin
    Commercial     9.8      %   8.2      %   160 bp       10.2      %   10.0      %   20 bp
    Business
    Consumer       3.8      %   5.4      %   (160) bp     4.2       %   4.8       %   (60) bp
    Business
  Total
  Operating        6.6      %   6.4      %   20 bp        7.1       %   7.3       %   (20) bp
  Margin
                                                                   
                                                                                      

Commercial Business: Operating gain in the Commercial segment was $818.6
million in the third quarter of 2012, an increase of $107.1 million, or 15.1
percent, from $711.5 million in the third quarter of 2011. The increase was
driven by lower selling, general and administrative costs and an improvement
in the benefit expense ratio for Local Group business, partially offset by the
reduction in fully insured Local Group membership. Operating gain in the
Specialty business also increased due to improved operating performance and
the inclusion of 1-800 CONTACTS results in the current year quarter.

Consumer Business: Operating gain in the Consumer segment was $184.7 million
in the third quarter of 2012, a decrease of $60.5 million, or 24.7 percent,
compared with $245.2 million in the third quarter of 2011. This was driven
primarily by a decline in risk score revenue in the Company’s Senior business.

Other: Operating gain in the Other segment was $0.5 million in the third
quarter of 2012, compared with $15.9 million in the third quarter of 2011. The
decline reflected higher unallocated corporate expenses in the current year
quarter.

                                   OUTLOOK

Full Year 2012:

  *Net income is now expected to be in the range of $7.37 to $7.47 per share,
    including $0.07 per share of net positive contributions related to the
    following items:

       *Net realized investment gains;
       *Other-than-temporary impairment losses on investments;
       *Litigation related costs; and
       *Acquisition and integration related costs (refer to GAAP
         Reconciliation table).
       *This outlook does not include any impact from the pending acquisition
         of Amerigroup Corporation, other than costs primarily related to the
         pre-financing of the transaction.

  *Excluding the items noted above, the Company continues to expect adjusted
    net income in the range of $7.30 to $7.40 per share (refer to GAAP
    Reconciliation table).
  *Year-end medical enrollment is expected to be approximately 33.4 million
    members, consisting of approximately 20.1 million self-funded members and
    approximately 13.3 million fully insured members.
  *Operating revenue is now expected to total approximately $60.7 billion.
  *The benefit expense ratio is expected to be approximately 85.5 percent.
  *The SG&A expense ratio is now expected to be approximately 14.0 percent.
  *Operating cash flow  is expected to be approximately $2.7 billion.

                            Basis of Presentation

1. Operating revenue and operating gain are the key measures used by
management to evaluate performance in each reporting segment. Operating gain
is defined as operating revenue less benefit expense, selling expense, general
and administrative expense, and cost of products. Operating gain is used to
analyze profit or loss on a segment basis. Consolidated operating gain is a
non-GAAP measure.

2. Operating margin is defined as operating gain divided by operating revenue.
Consolidated operating margin is a non-GAAP measure.

3. Certain prior period amounts have been reclassified to conform to current
period presentation.

Conference Call and Webcast

Management will host a conference call and webcast today at 8:30 a.m. Eastern
Standard Time (“EST”) to discuss the company’s third quarter earnings results
and updated outlook. The conference call should be accessed at least 15
minutes prior to the start of the call with the following numbers:

                                  
      888-423-3268 (Domestic)            800-475-6701 (Domestic Replay)
      651-291-5254 (International)       320-365-3844 (International Replay)
                                         

An access code is not required for today’s conference call. The access code
for the replay is 226537. The replay will be available from 11 a.m. EST today
until the end of the day on November 21, 2012. The call will also be available
through a live webcast at www.wellpoint.com. A webcast replay will be
available following the call.

About WellPoint, Inc.

At WellPoint, we believe there is an important connection between our members’
health and well-being—and the value we bring our customers and shareholders.
So each day we work to improve the health of our members and their
communities. And, we can make a real difference since we have more than 33
million people in our branded health plans, and approximately 64 million
people served through our subsidiaries. As an independent licensee of the Blue
Cross and Blue Shield Association, WellPoint serves members as the Blue Cross
licensee for California; the Blue Cross and Blue Shield licensee for Colorado,
Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30
counties in the Kansas City area), Nevada, New Hampshire, New York (as the
Blue Cross Blue Shield licensee in 10 New York City metropolitan and
surrounding counties and as the Blue Cross or Blue Cross Blue Shield licensee
in selected upstate counties only), Ohio, Virginia (excluding the Northern
Virginia suburbs of Washington, D.C.), and Wisconsin. In a majority of these
service areas, WellPoint’s plans do business as Anthem Blue Cross, Anthem Blue
Cross and Blue Shield, Blue Cross and Blue Shield of Georgia and Empire Blue
Cross Blue Shield, or Empire Blue Cross (in the New York service areas).
WellPoint also serves customers throughout the country as UniCare and in
certain California, Arizona and Nevada markets through our CareMore
subsidiary. Our 1-800 CONTACTS, Inc. subsidiary offers customers online sales
of contact lenses, eyeglasses and other ocular products. Additional
information about WellPoint is available at www.wellpoint.com.

                                                                          
WellPoint, Inc.
Membership Summary
(Unaudited and in Thousands)
                                                             
                                                       Change from
                    September   December   September   December     September
                    30,         31,        30,         31,          30,
Medical             2012        2011       2011        2011         2011
Membership
Customer Type
Local Group         14,602      15,212     15,296      (4.0  %)     (4.5  %)
                                                                          
National Accounts   7,019       7,401      7,435       (5.2  %)     (5.6  %)
BlueCard            5,062       4,935      4,961       2.6   %      2.0   %
Total National      12,081      12,336     12,396      (2.1  %)     (2.5  %)
                                                                          
Individual          1,862       1,846      1,855       0.9   %      0.4   %
State Sponsored     1,891       1,867      1,849       1.3   %      2.3   %
Senior              1,538       1,471      1,442       4.6   %      6.7   %
FEP                 1,519       1,519      1,517       –            0.1   %
Total Medical       33,493      34,251     34,355      (2.2  %)     (2.5  %)
Membership
                                                                          
Funding
Arrangement
Self-Funded         20,172      20,506     20,570      (1.6  %)     (1.9  %)
Fully-Insured       13,321      13,745     13,785      (3.1  %)     (3.4  %)
Total Medical       33,493      34,251     34,355      (2.2  %)     (2.5  %)
Membership
                                                                          
Reportable
Segment
Commercial          26,683      27,548     27,692      (3.1  %)     (3.6  %)
Consumer            5,291       5,184      5,146       2.1   %      2.8   %
Other               1,519       1,519      1,517       –            0.1   %
Total Medical       33,493      34,251     34,355      (2.2  %)     (2.5  %)
Membership
                                                                          
Other Membership
& Customers
Behavioral Health   24,386      25,135     25,203      (3.0  %)     (3.2  %)
Membership
Life and
Disability          4,895       5,012      5,014       (2.3  %)     (2.4  %)
Membership
Dental Membership   3,835       4,046      4,079       (5.2  %)     (6.0  %)
Managed Dental      4,103       4,162      4,318       (1.4  %)     (5.0  %)
Membership
Vision Membership   4,435       3,783      3,765       17.2  %      17.8  %
Medicare
Advantage Part D    621         575        564         8.0   %      10.1  %
Membership
Medicare Part D
Stand-Alone         579         667        668         (13.2 %)     (13.3 %)
Membership
Retail Vision       3,112       –          –           NM    ^(1)   NM    ^(1)
Customers
                                                                          
^(1) "NM" = not
meaningful


WellPoint, Inc.
Consolidated Statements of Income
(Unaudited)
                                                                
                                         Three Months Ended
(In millions, except per share data)     September 30
                                         2012          2011          Change
Revenues
Premiums                                 $14,037.1     $14,181.6     (1.0   %)
Administrative fees                      955.6         963.1         (0.8   %)
Other revenue                            141.0        10.4         NM^(1)
   Total operating revenue               15,133.7      15,155.1      (0.1   %)
                                                                     
Net investment income                    168.6         170.9         (1.3   %)
Net realized gains on investments        54.6          94.9          (42.5  %)
                                                                     
Other-than-temporary impairment losses
on investments:
   Total other-than-temporary            (3.8      )   (28.8     )   86.8   %
   impairment losses on investments
   Portion of other-than-temporary
   impairment losses recognized in
   other comprehensive income            –            5.9          (100.0 %)
   Net other-than-temporary impairment   (3.8      )   (22.9     )   83.4   %
   losses recognized in income
                                                                     
Total revenues                           15,353.1      15,398.0      (0.3   %)
                                                                     
Expenses
Benefit expense                          11,984.8      12,062.9      (0.6   %)
Selling, general and administrative
expense
   Selling expense                       390.2         403.0         (3.2   %)
   General and administrative expense    1,688.4      1,716.6      (1.6   %)
   Total selling, general and            2,078.6       2,119.6       (1.9   %)
   administrative expense
Cost of products                         66.5          –             NM^(1)
Interest expense                         133.6         108.2         23.5   %
Amortization of other intangible         63.9         62.1         2.9    %
assets
Total expenses                           14,327.4      14,352.8      (0.2   %)
                                                                     
Income before income taxes               1,025.7       1,045.2       (1.9   %)
                                                                     
Income tax expense                       334.5        362.0        (7.6   %)
                                                                     
Net income                               $691.2       $683.2       1.2    %
                                                                     
Net income per diluted share             $2.15        $1.90        13.2   %
                                                                     
Diluted shares                           321.9         360.4         (10.7  %)
                                                                     
Benefit expense as a percentage of       85.4      %   85.1      %   30 bp
premiums
Selling, general and administrative
expense as a
   percentage of total operating         13.7      %   14.0      %   (30) bp
   revenue
Income before income tax expense as a
percentage of
   total revenues                        6.7       %   6.8       %   (10) bp
                                                                     
^(1) "NM" = not meaningful

                                                                  
WellPoint, Inc.
Consolidated Statements of Income
(Unaudited)

                                          Nine Months Ended
(In millions, except per share data)      September 30
                                          2012          2011          Change
Revenues
Premiums                                  $42,336.6     $41,779.3     1.3   %
Administrative fees                       2,928.9       2,882.8       1.6   %
Other revenue                             191.7        27.6         594.6 %
  Total operating revenue                 45,457.2      44,689.7      1.7   %
                                                                      
Net investment income                     507.0         543.5         (6.7  %)
Net realized gains on investments         232.0         193.5         19.9  %
                                                                      
Other-than-temporary impairment losses
on investments:
  Total other-than-temporary impairment   (24.0     )   (44.7     )   46.3  %
  losses on investments
  Portion of other-than-temporary
  impairment losses recognized in
  other comprehensive income              3.4          11.0         (69.1 %)
  Net other-than-temporary impairment     (20.6     )   (33.7     )   38.9  %
  losses recognized in income
                                                                      
Total revenues                            46,175.6      45,393.0      1.7   %
                                                                      
Expenses
Benefit expense                           35,849.8      35,212.9      1.8   %
Selling, general and administrative
expense
  Selling expense                         1,176.5       1,205.6       (2.4  %)
  General and administrative expense      5,149.6      5,001.6      3.0   %
  Total selling, general and              6,326.1       6,207.2       1.9   %
  administrative expense
Cost of products                          73.2          –             NM^(1)
Interest expense                          360.3         317.7         13.4  %
Amortization of other intangible assets   182.1        175.5        3.8   %
Total expenses                            42,791.5      41,913.3      2.1   %
                                                                      
Income before income taxes                3,384.1       3,479.7       (2.7  %)
                                                                      
Income tax expense                        1,192.8      1,168.3      2.1   %
                                                                      
Net income                                $2,191.3     $2,311.4     (5.2  %)
                                                                      
Net income per diluted share              $6.63        $6.24        6.2   %
                                                                      
Diluted shares                            330.7         370.3         (10.7 %)
                                                                      
Benefit expense as a percentage of        84.7      %   84.3      %   40 bp
premiums
Selling, general and administrative
expense as a
  percentage of total operating revenue   13.9      %   13.9      %   0 bp
Income before income tax expense as a
percentage of
  total revenues                          7.3       %   7.7       %   (40) bp
                                                                      
^(1) "NM" = not meaningful

                                                               
WellPoint, Inc.
Consolidated Balance Sheets
                                                                  
                                                  September 30,   December 31,
(In millions)                                     2012            2011
                                                  (Unaudited)
Assets
Current assets:
Cash and cash equivalents                         $2,442.1        $2,201.6
Investments available-for-sale, at fair value:
Fixed maturity securities                         18,485.5        15,913.1
Equity securities                                 1,187.4         1,188.1
Other invested assets, current                    16.9            14.8
Accrued investment income                         164.9           172.0
Premium and self-funded receivables               3,645.7         3,402.9
Other receivables                                 847.3           943.9
Income taxes receivable                           213.0           105.8
Securities lending collateral                     700.9           871.4
Deferred tax assets, net                          61.1            424.8
Other current assets                              1,875.5         1,859.0
Total current assets                              29,640.3        27,097.4
                                                                  
Long-term investments available-for-sale, at
fair value:
Fixed maturity securities                         244.1           246.8
Equity securities                                 29.4            28.8
Other invested assets, long-term                  1,236.1         1,103.3
Property and equipment, net                       1,536.5         1,418.1
Goodwill                                          14,469.1        13,858.7
Other intangible assets                           8,210.5         7,931.7
Other noncurrent assets                           451.9           433.6
Total assets                                      $55,817.9       $52,118.4
                                                                  
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Policy liabilities:
Medical claims payable                            $5,523.2        $5,489.0
Reserves for future policy benefits               60.8            55.1
Other policyholder liabilities                    2,229.0         2,278.2
Total policy liabilities                          7,813.0         7,822.3
Unearned income                                   823.7           926.5
Accounts payable and accrued expenses             2,648.5         3,124.1
Security trades pending payable                   138.1           51.7
Securities lending payable                        701.0           872.5
Short-term borrowings                             192.0           100.0
Current portion of long-term debt                 0.2             1,274.5
Other current liabilities                         1,766.6         1,727.1
Total current liabilities                         14,083.1        15,898.7
                                                                  
Long-term debt, less current portion              13,395.7        8,420.9
Reserves for future policy benefits, noncurrent   723.2           730.7
Deferred tax liability, net                       2,841.5         2,724.0
Other noncurrent liabilities                      957.9           1,055.9
Total liabilities                                 32,001.4        28,830.2
Shareholders’ equity
Common stock                                      3.1             3.4
Additional paid-in capital                        10,869.7        11,679.2
Retained earnings                                 12,556.8        11,490.7
Accumulated other comprehensive income            386.9           114.9
Total shareholders’ equity                        23,816.5        23,288.2
Total liabilities and shareholders’ equity        $55,817.9       $52,118.4

                                                             
WellPoint, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
                                                
                                                Nine Months Ended September 30
(In millions)                                   2012             2011
                                                                 
Operating activities
Net income                                      $2,191.3         $2,311.4
Adjustments to reconcile net income to net
cash
provided by operating activities:
Net realized gains on investments               (232.0     )     (193.5     )
Net other-than-temporary impairment losses      20.6             33.7
recognized in income
Loss on disposal of assets                      1.6              2.5
Deferred income taxes                           255.3            151.3
Amortization, net of accretion                  474.8            386.3
Depreciation expense                            72.8             71.1
Share-based compensation                        123.7            98.1
Excess tax benefits from share-based            (23.2      )     (38.4      )
compensation
Changes in operating assets and liabilities,
net of
effect of business combinations:
Receivables, net                                (133.2     )     (357.2     )
Other invested assets                           (26.6      )     (8.6       )
Other assets                                    (33.3      )     (107.1     )
Policy liabilities                              (16.8      )     647.9
Unearned income                                 (102.8     )     747.2
Accounts payable and accrued expenses           (446.7     )     (412.2     )
Other liabilities                               (57.5      )     (5.1       )
Income taxes                                    (79.5      )     14.1
Other, net                                      (3.7       )     (25.0      )
Net cash provided by operating activities       1,984.8          3,316.5
                                                                 
Investing activities
Purchases of fixed maturity securities          (11,808.8  )     (10,017.2  )
Proceeds from sales and maturities of fixed     9,781.2          9,748.4
maturity securities
Purchases of equity securities                  (245.1     )     (219.0     )
Proceeds from sales of equity securities        312.3            122.1
Purchases of other invested assets              (153.7     )     (139.9     )
Proceeds from sales of other invested assets    25.4             19.3
Changes in securities lending collateral        171.5            128.2
Purchases of subsidiaries, net of cash          (992.3     )     (602.3     )
acquired
Purchases of property and equipment             (375.1     )     (334.4     )
Proceeds from sales of property and equipment   0.4              1.3
Other, net                                      (0.9       )     (29.7      )
Net cash used in investing activities           (3,285.1   )     (1,323.2   )
                                                                 
Financing activities
Net proceeds from commercial paper borrowings   30.1             658.6
Net proceeds from short-term borrowings         92.0             –
Proceeds from long-term borrowings              4,935.2          1,097.4
Repayment of long-term borrowings               (1,251.2   )     (703.8     )
Changes in securities lending payable           (171.5     )     (128.4     )
Changes in bank overdrafts                      (94.6      )     159.7
Repurchase and retirement of common stock       (1,828.8   )     (2,354.2   )
Cash dividends                                  (280.0     )     (272.1     )
Proceeds from issuance of common stock under    86.7             229.2
employee stock plans
Excess tax benefits from share-based            23.2            38.4       
compensation
Net cash provided by (used in) financing        1,541.1         (1,275.2   )
activities
                                                                 
Effects of foreign currency exchange rate
changes on cash
and cash equivalents                            (0.3       )     1.5        
                                                                 
Change in cash and cash equivalents             240.5            719.6
Cash and cash equivalents at beginning of       2,201.6         1,788.8    
period
Cash and cash equivalents at end of period      $2,442.1        $2,508.4   


WellPoint, Inc.
Reconciliation of Medical Claims Payable
                                                              
                 Nine Months Ended         Years Ended December 31
                 September 30
(In millions)    2012         2011         2011         2010         2009
                 (Unaudited)
                                                                     
Gross medical
claims
payable,         $5,489.0     $4,852.4     $4,852.4     $5,450.5     $6,184.7
beginning of
period
Ceded medical
claims
payable,         (16.4    )   (32.9    )   (32.9    )   (29.9    )   (60.3    )
beginning of
period
Net medical
claims
payable,         5,472.6      4,819.5      4,819.5      5,420.6      6,124.4
beginning of
period
                                                                     
Business
combinations     –            100.9        100.9        –            2.8
and purchase
adjustments
                                                                     
Net incurred
medical
claims:
Current year     35,860.9     35,021.5     47,281.6     45,077.1     47,315.1
Prior years
(redundancies)   (483.3   )   (206.3   )   (209.7   )   (718.0   )   (807.2   )
^1
Total net
incurred         35,377.6     34,815.2     47,071.9     44,359.1     46,507.9
medical claims
                                                                     
Net payments
attributable
to:
Current year     30,557.9     29,881.6     41,999.0     40,387.8     42,056.9
medical claims
Prior years      4,798.4     4,417.8     4,520.7     4,572.4     5,157.6  
medical claims
Total net        35,356.3     34,299.4     46,519.7     44,960.2     47,214.5
payments
                                                                     
Net medical
claims           5,493.9      5,436.2      5,472.6      4,819.5      5,420.6
payable, end
of period
Ceded medical
claims, end of   29.3        23.5        16.4        32.9        29.9     
period
Gross medical
claims           $5,523.2    $5,459.7    $5,489.0    $4,852.4    $5,450.5 
payable, end
of period
                                                                     
Current year
medical claims
paid as a
percent of
current year
net incurred     85.2     %   85.3     %   88.8     %   89.6     %   88.9     %
medical claims
                                                                     
Prior year
redundancies
in the current
period as a
  percent of
  prior year
  net medical
  claims
  payables
  less
  prior year
  redundancies
  in the         9.7      %   4.5      %   4.5      %   15.3     %   15.2     %
  current
  period
                                                                     
Prior year
redundancies
in the current
period as a
percent of
prior year net   1.0      %   0.5      %   0.5      %   1.5      %   1.7      %
incurred
medical claims
                                                                     
^1 Negative amounts reported for net incurred medical claims related to prior
years result from claims being settled for amounts less than originally
estimated.


WellPoint, Inc.
GAAP Reconciliation
(Unaudited)

WellPoint, Inc. has referenced "Adjusted Net Income" and "Adjusted Net Income
Per Share," non-GAAP measures, in this document. These non-GAAP measures are
not intended to be alternatives to any measure calculated in accordance with
GAAP. Rather, these non-GAAP measures are intended to aid investors when
comparing WellPoint, Inc.'s financial results among periods. A reconciliation
of these measures to the most directly comparable measures calculated in
accordance with GAAP is presented below.

                                                                  
(In millions, except per share           Three Months Ended
data)
                                      September     September      Change
                                         30, 2012       30, 2011
                                                                       
Net income                               $691.2         $683.2         1.2  %
Add / (Subtract):
Net realized gains on investments        ($54.6    )    ($94.9    )
(pre-tax)
Other-than-temporary impairment          $3.8           $22.9
losses on investments (pre-tax)
Acquisition and integration              $21.3          –
related costs (pre-tax)
Tax effect of adjustments                $10.4         25.2      
Net adjustment items                     ($19.1    )    ($46.8    )
                                                                       
Adjusted net income                      $672.1        $636.4        5.6  %
                                                                       
Net income per diluted share             $2.15          $1.90          13.2 %
Add / (Subtract):
Net realized gains on investments        ($0.17    )    ($0.26    )
(pre-tax)
Other-than-temporary impairment          $0.01          $0.06
losses on investments (pre-tax)
Acquisition and integration              $0.07          –
related costs (pre-tax)
Tax effect of adjustments                $0.03         $0.07     
Net adjustment items                     ($0.06    )    ($0.13    )
                                                                       
Adjusted net income per diluted          $2.09         $1.77         18.1 %
share
                                                                       
                                                                       
(In millions, except per share           Nine Months Ended
data)
                                         September      September      Change
                                         30, 2012       30, 2011
                                                                       
Net income                               $2,191.3       $2,311.4       (5.2 %)
Add / (Subtract):
Net realized gains on investments        ($232.0   )    ($193.5   )
(pre-tax)
Other-than-temporary impairment          $20.6          $33.7
losses on investments (pre-tax)
Litigation related costs (pre-tax)       $24.0          –
Acquisition and integration              $33.1          –
related costs (pre-tax)
Tax effect of adjustments                $103.4        55.9      
Net adjustment items                     ($50.9    )    ($103.9   )
                                                                       
Adjusted net income                      $2,140.4      $2,207.5      (3.0 %)
                                                                       
Net income per diluted share             $6.63          $6.24          6.2  %
Add / (Subtract):
Net realized gains on investments        ($0.70    )    ($0.52    )
(pre-tax)
Other-than-temporary impairment          $0.06          $0.09
losses on investments (pre-tax)
Litigation related costs (pre-tax)       $0.07          –
Acquisition and integration              $0.10          –
related costs (pre-tax)
Tax effect of adjustments                $0.31         $0.15     
Net adjustment items                     ($0.16    )    ($0.28    )
                                                                       
Adjusted net income per diluted          $6.47         $5.96         8.6  %
share
                                                                       
                                                                       
                                         Full Year 2012 Outlook
                                         Low End        High End
                                                                       
Net income per diluted share             $7.37          $7.47
Add / (Subtract):
Net realized gains on investments
from first nine months of 2012           (0.70     )    (0.70     )
(pre-tax)
Other-than-temporary impairment
losses on investments from first         0.06           0.06
nine months of 2012 (pre-tax)
Litigation related costs (pre-tax)       0.07           0.07
Acquisition and integration
related costs, including                 0.21           0.21
anticipated fourth quarter 2012
costs (pre-tax)
Tax effect of adjustments                0.29          0.29      
Net adjustment items                     (0.07     )    (0.07     )
                                                                       
Adjusted net income per diluted          $7.30         $7.40     
share


WellPoint, Inc.
GAAP Reconciliation
(Unaudited)

WellPoint, Inc. has referenced "Adjusted Operating Cash Flow" a non-GAAP
measure, in this document. This non-GAAP measure is not intended to be an
alternative to any measure calculated in accordance with GAAP. Rather, this
non-GAAP measure is intended to aid investors when comparing WellPoint, Inc.'s
financial results among periods. A reconciliation of this measure to the most
directly comparable measure calculated in accordance with GAAP is presented
below.

                                                        
(In millions)                              Three Months Ended
                                        September 30,     September 30,
                                           2012              2011
                                                             
Operating cash flow                        $240.2            $1,429.8
Add / (Subtract):
July 2012 CMS payment received in          711.7             –
the second quarter 2012
October 2011 CMS payment received in       –                 (596.5       )
the third quarter 2011
Net adjustment items                       711.7             (596.5       )
                                                             
Adjusted operating cash flow               $951.9            $833.3       
                                                             
                                                             
(In millions)                              Nine Months Ended
                                           September 30,     September 30,
                                           2012              2011
                                                             
Operating cash flow                        $1,984.8          $3,316.5
Subtract:
October 2011 CMS payment received in       –                 (596.5       )
the third quarter 2011
Net adjustment items                       –                 (596.5       )
                                                             
Adjusted operating cash flow               $1,984.8          $2,720.0     
                                                                          

 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
                                     1995

WellPoint and its representatives may from time to time make written and oral
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (PSLRA), including statements in this press
release, in presentations, filings with the Securities and Exchange
Commission, or SEC, reports to shareholders and in meetings with analysts and
investors. The projections referenced in this press release are
forward-looking and they are intended to be covered by the safe harbor for
“forward-looking statements” provided by PSLRA. Words such as “expect(s)”,
“feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “intend”, “estimate”,
“project” and similar expressions are intended to identify forward-looking
statements, which generally are not historical in nature. These statements
include, but are not limited to, financial projections and estimates and their
underlying assumptions; statements regarding plans, objectives and
expectations with respect to future operations, products and services; and
statements regarding future performance. Such statements are subject to
certain risks and uncertainties, many of which are difficult to predict and
generally beyond our control, that could cause actual results to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and uncertainties
include: those discussed and identified in the public filings that we and
AMERIGROUP Corporation have made with the SEC; increased government
participation in, or regulation or taxation of, health benefits and managed
care operations, including, but not limited to, the impact of the Patient
Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act of 2010; trends in health care costs and utilization rates;
our ability to secure sufficient premium rates including regulatory approval
for and implementation of such rates; our ability to contract with providers
consistent with past practices; our ability to consummate the acquisition of
AMERIGROUP Corporation and our ability to achieve expected synergies and
operating efficiencies in the AMERIGROUP Corporation and 1-800 CONTACTS, Inc.
acquisitions within the expected timeframes or at all and to successfully
integrate our operations; such integrations may be more difficult, time
consuming or costly than expected; revenues following the transactions may be
lower than expected; operating costs, customer loss and business disruption,
including, without limitation, difficulties in maintaining relationships with
employees, customers, clients and suppliers, may be greater than expected
following the transactions; competitor pricing below market trends of
increasing costs; reduced enrollment, as well as a negative change in our
health care product mix; risks and uncertainties regarding Medicare and
Medicaid programs, including those related to non-compliance with the complex
regulations imposed thereon and funding risks with respect to revenue received
from participation therein; a downgrade in our financial strength ratings;
litigation and investigations targeted at our industry and our ability to
resolve litigation and investigations within estimates; medical malpractice or
professional liability claims or other risks related to health care services
provided by our subsidiaries; risks inherent in selling healthcare products in
the consumer retail market; our ability to repurchase shares of our common
stock and pay dividends on our common stock due to the adequacy of our cash
flow and earnings and other considerations; non-compliance by any party with
the Express Scripts, Inc. pharmacy benefit management services agreement,
which could result in financial penalties, our inability to meet customer
demands, and sanctions imposed by governmental entities, including the Centers
for Medicare and Medicaid Services; events that result in negative publicity
for us or the health benefits industry; failure to effectively maintain and
modernize our information systems and e-business organization and to maintain
good relationships with third party vendors for information system resources;
events that may negatively affect our licenses with the Blue Cross and Blue
Shield Association; possible impairment of the value of our intangible assets
if future results do not adequately support goodwill and other intangible
assets; intense competition to attract and retain employees; unauthorized
disclosure of member sensitive or confidential information; changes in the
economic and market conditions, as well as regulations that may negatively
affect our investment portfolios and liquidity; possible restrictions in the
payment of dividends by our subsidiaries and increases in required minimum
levels of capital and the potential negative effect from our substantial
amount of outstanding indebtedness; general risks associated with mergers and
acquisitions; various laws and provisions in our governing documents that may
prevent or discourage takeovers and business combinations; future public
health epidemics and catastrophes; and general economic downturns. Readers are
cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof. Except to the extent otherwise required by
federal securities law, we do not undertake any obligation to republish
revised forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events. Readers
are also urged to carefully review and consider the various disclosures in our
SEC reports.

Contact:

WellPoint
Investor Relations
Doug Simpson, 212-476-1473
or
Media
Kristin Binns, 917-697-7802