WellPoint Reports Fourth Quarter and Full Year 2012 Results and Provides 2013 Outlook

  WellPoint Reports Fourth Quarter and Full Year 2012 Results and Provides
  2013 Outlook

  *Fourth quarter 2012 net income was $1.51 per share, including $0.48 per
    share of net income from certain items. Adjusted net income was $1.03 per
    share (refer to GAAP reconciliation table).
  *Full year 2012 net income was $8.18 per share, including $0.62 per share
    of net income from certain items. Adjusted net income was $7.56 per share
    (refer to GAAP reconciliation table).
  *Medical enrollment exceeded 36 million members as of December 31, 2012.
  *Full year 2013 operating revenue is expected to be in the range of $71.5
    to $73.0 billion.
  *Full year 2013 net income is expected to be at least $7.60 per share,
    including integration costs related to the Amerigroup acquisition.

Business Wire

INDIANAPOLIS -- January 23, 2013

WellPoint, Inc. (NYSE: WLP) today announced that fourth quarter 2012 net
income was $464.2 million, or $1.51 per share. These results included $0.48
per share of net income resulting primarily from a favorable income tax
settlement and net investment gains, partially offset by acquisition related
costs. Net income in the fourth quarter of 2011 was $335.3 million, or $0.96
per share, and included net investment losses of $0.03 per share.

Excluding the items noted in each period, adjusted net income was $1.03 per
share in the fourth quarter of 2012, an increase of 4.0 percent compared with
adjusted net income of $0.99 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”).

Full year 2012 net income totaled approximately $2.7 billion, or $8.18 per
share, including $0.62 per share of net income related to certain items. Full
year 2011 net income was approximately $2.6 billion, or $7.25 per share,
including net investment gains of $0.25 per share. Excluding the items noted
in each period, adjusted net income was $7.56 per share for the full year of
2012, an increase of 8.0 percent compared with adjusted net income of $7.00
per share in 2011 (refer to GAAP reconciliation table).

“Our fourth quarter results were stronger than originally expected, reflecting
improved operating performance, solid expense management and improving
execution in our core operations,” said John Cannon, interim president and
chief executive officer. “We are encouraged by this strong performance, and
believe it positions us well for a solid 2013. We are optimistic about our
company’s long-term positioning and believe the alignment of our core
businesses, leadership and 2013 investments prepare us well for the emerging
opportunities in health care.”

“Our fourth quarter results reflected lower than anticipated Commercial
medical costs and stability in our membership base. Our results were supported
by the strength of our operating cash flow and year-end balance sheet
metrics,” said Wayne DeVeydt, executive vice president and chief financial
officer. “We are encouraged by the performance of our associates and the
business in the last six months, but we also want to retain an appropriately
prudent stance in our outlook, in light of what we expect to be a fluid and
dynamic market over the next 18 to 24 months. This is reflected in our initial
expectation for 2013 EPS of at least $7.60.”

                           CONSOLIDATED HIGHLIGHTS

Membership: Medical enrollment totaled 36.1 million members at December 31,
2012, an increase of approximately 1.9 million members, or 5.5 percent, from
34.3 million at December 31, 2011. The acquisition of Amerigroup added nearly
2.7 million State Sponsored members during the fourth quarter of 2012.
Membership also grew by 74,000 in the Senior business, primarily due to the
Company’s geographic expansion into new Medicare Advantage service areas
during 2012.

The increases in State Sponsored and Senior membership were partially offset
by declines in the Local Group and National businesses of 578,000 and 321,000
members, respectively. These declines reflected the Company’s small group
product repositioning in New York and changes to its administrative fee
structure for certain National Accounts. Enrollment was also impacted by
economy-related in-group membership attrition and competitive situations in
certain Local Group markets.

Operating Revenue:  Operating revenue totaled approximately $15.3 billion in
the fourth quarter of 2012, an increase of $95.8 million, or 0.6 percent,
compared with the prior year quarter. This increase included revenue of
approximately $316.8 million related to the Amerigroup and 1-800 CONTACTS
acquisitions, collectively. Operating revenue declined organically by $221.0
million, or 1.5 percent, due primarily to lower fully insured Local Group
membership volume.

Benefit Expense Ratio:  The benefit expense ratio was 87.3 percent in the
fourth quarter of 2012, a decrease of 30 basis points from 87.6 percent in the
fourth quarter of 2011. The decline reflected an improvement in the Commercial
segment benefit expense ratio, partially offset by increases in the Senior and
State Sponsored businesses. The consolidated benefit expense ratio was below
the Company’s expectation for the quarter, due primarily to favorable
Commercial medical cost experience.

Medical Cost Trend:  For the full year 2012, underlying Local Group medical
cost trend was near the low end of the 7.0 percent, plus or minus 50 basis
points, range. Unit cost increases continue to be the primary driver of
medical trend, while utilization moderated over the second half of 2012. The
Company anticipates that underlying Local Group medical cost trend will
increase during 2013 and be within the range of 7.0 percent, plus or minus 50
basis points, for the full year.

Days in Claims Payable:  Including Amerigroup, Days in Claims Payable (“DCP”)
was 45.9 days as of December 31, 2012. This result was significantly impacted
by the timing of the Amerigroup acquisition closing. The Company’s fourth
quarter 2012 benefit expense included only eight days of Amerigroup operating
activity, while the year-end medical claims payable balance fully reflected
the acquired business.

Excluding Amerigroup, DCP was 40.8 days as of December 31, 2012, a decrease of
1.6 days from 42.4 days as of September 30, 2012. This was driven primarily by
favorable reserve development and business seasonality, including changes in
the timing of claims payments. DCP was 0.2 days higher than the 40.6 days
reported as of December 31, 2011.

SG&A Expense Ratio: The SG&A expense ratio was 15.8 percent in the fourth
quarter of 2012, an increase of 110 basis points from 14.7 percent in the
fourth quarter of 2011. The increase was driven primarily by closing costs
related to the Amerigroup acquisition and other severance and impairment
expense items recognized during the fourth quarter of 2012.

Effective Income Tax Rate: The Company’s fourth quarter 2012 effective income
tax rate was abnormally low as a result of the favorable settlement of certain
tax issues with the IRS. This included amounts related to not-for-profit
conversion and corporate reorganizations in prior years, as well as amounts
associated with issues related to certain of WellPoint’s acquired companies.

Operating Cash Flow: Fourth quarter 2012 operating cash flow totaled $759.8
million, or 1.6 times net income. Full year 2012 operating cash flow exceeded
$2.7 billion and was 1.0 times net income.

Share Repurchase Program: During the fourth quarter of 2012, the Company
repurchased 11.0 million shares of its common stock for $668.0 million. For
the full year of 2012, the Company repurchased 39.7 million shares for $2.5
billion. As of December 31, 2012, the Company had approximately $1.8 billion
of Board-approved share repurchase authorization remaining.

Cash Dividend: During the fourth quarter of 2012, the Company paid a quarterly
dividend of $0.2875 per share, representing a distribution of cash totaling
$87.1 million. Cash dividend payments totaled $367.1 million for the full year
of 2012.

Investment Portfolio & Capital Position: During the fourth quarter of 2012,
the Company recorded net investment gains of $85.7 million pre-tax, consisting
of net realized gains from the sale of securities totaling $102.9 million,
partially offset by other-than-temporary impairments totaling $17.2 million.
In the fourth quarter of 2011, the Company recorded net investment losses of
$18.0 million pre-tax, consisting of other than temporary impairments totaling
$59.6 million, partially offset by net realized gains from the sale of
securities totaling $41.6 million.

As of December 31, 2012, the Company’s net unrealized gain position in the
investment portfolio was $1.2 billion, consisting of net unrealized gains on
fixed maturity and equity securities totaling $885.2 million and $345.8
million, respectively. As of December 31, 2012, cash and investments at the
parent company totaled $2.0 billion.

                             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 (including Amerigroup
for the last eight days of 2012); 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 millions)     Three Months Ended December 31            Year Ended December 31
                  2012           2011           Change       2012           2011           Change
Operating
Revenue
     Commercial   $ 8,297.7      $ 8,629.2      (3.8  %)     $ 33,553.5     $ 34,498.0     (2.7   %)
     Business
     Consumer       4,971.7        4,620.7      7.6   %        19,427.7       17,784.9     9.2    %
     Business
     Other         2,001.9      1,925.6     4.0   %       7,747.3      7,582.3     2.2    %
Total Operating     15,271.3       15,175.5     0.6   %        60,728.5       59,865.2     1.4    %
Revenue
                                                                                           
Operating Gain
/ (Loss)
     Commercial   $ 618.1        $ 506.7        22.0  %      $ 3,199.7      $ 3,090.5      3.5    %
     Business
     Consumer       (173.3   )     (4.6     )   NM^(1)         440.2          623.1        (29.4  %)
     Business
     Other         (13.7    )    10.4        NM^(1)        (0.7     )    68.5        (101.0 %)
Total Operating     431.1          512.5        (15.9 %)       3,639.2        3,782.1      (3.8   %)
Gain
                                                                                           
Operating
Margin
     Commercial     7.4      %     5.9      %   150 bp         9.5      %     9.0      %   50 bp
     Business
     Consumer       -3.5     %     -0.1     %   (340) bp       2.3      %     3.5      %   (120) bp
     Business
Total Operating     2.8      %     3.4      %   (60) bp        6.0      %     6.3      %   (30) bp
Margin
                                                                                           
^(1) "NM" = not
     meaningful

Commercial Business: Operating gain in the Commercial segment was $618.1
million in the fourth quarter of 2012, an increase of $111.4 million, or 22.0
percent, from $506.7 million in the fourth quarter of 2011. The increase was
driven by an improvement in the benefit expense ratio for Local Group
business, partially offset by the reduction in fully insured Local Group
membership and increased SG&A expense.

Consumer Business: The Company experienced an operating loss of $173.3 million
in the Consumer segment during the fourth quarter of 2012, compared with an
operating loss of $4.6 million in the fourth quarter of 2011. The majority of
the decline in Consumer segment results was driven by the recognition of
closing costs related to the Amerigroup acquisition as well as other severance
and impairment expense items. The Company also experienced a decline in the
underlying results of its Senior and State Sponsored programs versus the prior
year quarter, as expected, and has taken steps to improve the future
performance of these businesses.

Other: The Company reported an operating loss of $13.7 million in the Other
segment during the fourth quarter of 2012, compared with an operating gain of
$10.4 million in the fourth quarter of 2011. This reflected higher unallocated
corporate expenses in the current year quarter, including severance related
items.

                                   OUTLOOK

Full Year 2013:

  *Net income is expected to be at least $7.60 per share, including
    integration costs related to the Amerigroup acquisition.
  *Year-end medical enrollment is expected to be in the range of 35.3 to 35.5
    million.
  *Operating revenue is expected to be in the range of $71.5 to $73.0
    billion.
  *The benefit expense ratio is expected to be in the range of 86 percent,
    plus or minus 50 basis points.
  *The SG&A expense ratio is expected to be in the range of 13.5 percent,
    plus or minus 50 basis points.
  *Operating cash flow  is expected to be at least $2.6 billion.
  *The Company will provide additional commentary regarding its 2013 outlook
    during today’s conference call.

                            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.

4. WellPoint, Inc. acquired Amerigroup Corporation on December 24, 2012. As a
result, closing and pre-financing costs related to the transaction, as well as
the eight days of Amerigroup’s operating activity, have been included in
WellPoint’s GAAP financial results for the fourth quarter and full year 2012.
These items have been excluded from WellPoint’s adjusted net income per share
calculations (refer to GAAP reconciliation table).

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 fourth quarter and full year
2012 earnings results and 2013 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 231606. The replay will be available from 11 a.m. EST today
until the end of the day on February 6, 2013. 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 36
million people in our affiliated health plans, and nearly 67 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 markets through our Amerigroup and CareMore subsidiaries. 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
                       December   December   September   December    September
                       31,        31,        30,         31,         30,
Medical Membership     2012       2011       2012        2011        2012
Customer Type
Local Group            14,634     15,212     14,602      (3.8   %)   0.2    %
                                                                     
      National         6,999      7,401      7,019       (5.4   %)   (0.3   %)
      Accounts
      BlueCard         5,016      4,935      5,062       1.6    %    (0.9   %)
Total National         12,015     12,336     12,081      (2.6   %)   (0.5   %)
                                                                     
State Sponsored        4,561      1,867      1,891       144.3  %    141.2  %
Individual             1,855      1,846      1,862       0.5    %    (0.4   %)
Senior                 1,545      1,471      1,538       5.0    %    0.5    %
FEP                    1,520      1,519      1,519       0.1    %    0.1    %
Total Medical          36,130     34,251     33,493      5.5    %    7.9    %
Membership
                                                                     
Funding Arrangement
Self-Funded            20,176     20,506     20,172      (1.6   %)   0.0    %
Fully-Insured          15,954     13,745     13,321      16.1   %    19.8   %
Total Medical          36,130     34,251     33,493      5.5    %    7.9    %
Membership
                                                                     
Reportable Segment
Commercial             26,649     27,548     26,683      (3.3   %)   (0.1   %)
Consumer               7,961      5,184      5,291       53.6   %    50.5   %
Other                  1,520      1,519      1,519       0.1    %    0.1    %
Total Medical          36,130     34,251     33,493      5.5    %    7.9    %
Membership
                                                                     
Other Membership &
Customers
Behavioral Health      24,156     25,135     24,386      (3.9   %)   (0.9   %)
Membership
Life and Disability    4,838      5,012      4,895       (3.5   %)   (1.2   %)
Membership
Dental Membership      3,827      4,046      3,835       (5.4   %)   (0.2   %)
Managed Dental         4,103      4,162      4,103       (1.4   %)   0.0    %
Membership
Vision Membership      4,519      3,783      4,435       19.5   %    1.9    %
Medicare Advantage     622        575        621         8.2    %    0.2    %
Part D Membership
Medicare Part D
Stand-Alone            574        667        579         (13.9  %)   (0.9   %)
Membership
Retail Vision          3,130      –          3,112       NM^(1)      0.6    %
Customers
                                                                     
^(1)  "NM" = not
      meaningful
                                                                     

WellPoint, Inc.
Consolidated Statements of Income
(Unaudited)
                                                                  
                                       Three Months Ended
(In millions, except per share data)   December 31
                                       2012           2011           Change
Revenues
Premiums                               $ 14,160.1     $ 14,190.3     (0.2   %)
Administrative fees                      1,005.2        971.8        3.4    %
Other revenue                           106.0        13.4        691.0  %
     Total operating revenue             15,271.3       15,175.5     0.6    %
                                                                     
Net investment income                    179.1          160.2        11.8   %
Net realized gains on investments        102.9          41.6         147.4  %
                                                                     
Other-than-temporary impairment losses
on investments:
     Total other-than-temporary          (17.2    )     (70.0    )   75.4   %
     impairment losses on investments
     Portion of other-than-temporary
     impairment losses recognized in
     other comprehensive income         –            10.4        (100.0 %)
     Other-than-temporary impairment    (17.2    )    (59.6    )   71.1   %
     losses recognized in income
                                                                     
Total revenues                           15,536.1       15,317.7     1.4    %
                                                                     
Expenses
Benefit expense                          12,363.8       12,434.6     (0.6   %)
Selling, general and administrative
expense
     Selling expense                     410.4          411.2        (0.2   %)
     General and administrative         2,001.8      1,817.2     10.2   %
     expense
     Total selling, general and          2,412.2        2,228.4      8.2    %
     administrative expense
Cost of products                         64.2           –            NM^(1)
Interest expense                         151.5          112.6        34.5   %
Amortization of other intangible        63.0         63.9        (1.4   %)
assets
Total expenses                           15,054.7       14,839.5     1.5    %
                                                                     
Income before income taxes               481.4          478.2        0.7    %
                                                                     
Income tax expense                      17.2         142.9       (88.0  %)
                                                                     
Net income                             $ 464.2       $ 335.3       38.4   %
                                                                     
Net income per diluted share           $ 1.51        $ 0.96        57.3   %
                                                                     
Diluted shares                           307.4          349.6        (12.1  %)
                                                                     
Benefit expense as a percentage of       87.3     %     87.6     %   (30) bp
premiums
Selling, general and administrative
expense as a
     percentage of total operating       15.8     %     14.7     %   110 bp
     revenue
Income before income tax expense as a
percentage of
     total revenues                      3.1      %     3.1      %   0 bp
                                                                     
^(1) "NM" = not meaningful


WellPoint, Inc.
Consolidated Statements of Income
(Unaudited)
                                                                   
                                        Year Ended
(In millions, except per share data)    December 31
                                        2012           2011           Change
Revenues
Premiums                                $ 56,496.7     $ 55,969.6     0.9   %
Administrative fees                       3,934.1        3,854.6      2.1   %
Other revenue                            297.7        41.0        626.1 %
     Total operating revenue              60,728.5       59,865.2     1.4   %
                                                                      
Net investment income                     686.1          703.7        (2.5  %)
Net realized gains on investments         334.9          235.1        42.5  %
                                                                      
Other-than-temporary impairment losses
on investments:
     Total other-than-temporary           (41.2    )     (114.7   )   64.1  %
     impairment losses on investments
     Portion of other-than-temporary
     impairment losses recognized in
     other comprehensive income          3.4          21.4        (84.1 %)
     Other-than-temporary impairment     (37.8    )    (93.3    )   59.5  %
     losses recognized in income
                                                                      
Total revenues                            61,711.7       60,710.7     1.6   %
                                                                      
Expenses
Benefit expense                           48,213.6       47,647.5     1.2   %
Selling, general and administrative
expense
     Selling expense                      1,586.9        1,616.8      (1.8  %)
     General and administrative expense  7,151.4      6,818.8     4.9   %
     Total selling, general and           8,738.3        8,435.6      3.6   %
     administrative expense
Cost of products                          137.4          –            NM^(1)
Interest expense                          511.8          430.3        18.9  %
Amortization of other intangible assets  245.1        239.4       2.4   %
Total expenses                            57,846.2       56,752.8     1.9   %
                                                                      
Income before income taxes                3,865.5        3,957.9      (2.3  %)
                                                                      
Income tax expense                       1,210.0      1,311.2     (7.7  %)
                                                                      
Net income                              $ 2,655.5     $ 2,646.7     0.3   %
                                                                      
Net income per diluted share            $ 8.18        $ 7.25        12.8  %
                                                                      
Diluted shares                            324.8          365.1        (11.0 %)
                                                                      
Benefit expense as a percentage of        85.3     %     85.1     %   20 bp
premiums
Selling, general and administrative
expense as a
     percentage of total operating        14.4     %     14.1     %   30 bp
     revenue
Income before income tax expense as a
percentage of
     total revenues                       6.3      %     6.5      %   (20) bp
                                                                      
^(1) "NM" = not meaningful
                                                                      

WellPoint, Inc.
Consolidated Balance Sheets
                                                           
(In millions)                            December 31, 2012   December 31, 2011
                                         (Unaudited)
Assets
Current assets:
Cash and cash equivalents                $     2,484.6       $     2,201.6
Investments available-for-sale, at fair
value:
Fixed maturity securities                      16,912.9            15,913.1
Equity securities                              1,212.4             1,188.1
Other invested assets, current                 14.8                14.8
Accrued investment income                      162.2               172.0
Premium and self-funded receivables            3,687.4             3,402.9
Other receivables                              928.8               943.9
Income taxes receivable                        228.5               105.8
Securities lending collateral                  564.6               871.4
Deferred tax assets, net                       243.2               424.8
Other current assets                          1,829.0            1,859.0
Total current assets                           28,268.4            27,097.4
                                                             
Long-term investments
available-for-sale, at fair value:
Fixed maturity securities                      431.5               246.8
Equity securities                              30.1                28.8
Other invested assets, long-term               1,387.7             1,103.3
Property and equipment, net                    1,738.3             1,418.1
Goodwill                                       17,510.5            13,858.7
Other intangible assets                        9,102.8             7,931.7
Other noncurrent assets                       486.1              478.4
Total assets                             $     58,955.4      $     52,163.2
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Policy liabilities:
Medical claims payable                   $     6,174.5       $     5,489.0
Reserves for future policy benefits            61.3                55.1
Other policyholder liabilities                2,345.7            2,278.2
Total policy liabilities                       8,581.5             7,822.3
Unearned income                                968.3               926.5
Accounts payable and accrued expenses          3,132.5             3,124.1
Security trades pending payable                69.3                51.7
Securities lending payable                     564.7               872.5
Short-term borrowings                          250.0               100.0
Current portion of long-term debt              557.1               1,274.5
Other current liabilities                     1,713.5            1,727.1
Total current liabilities                      15,836.9            15,898.7
                                                             
Long-term debt, less current portion           14,170.8            8,465.7
Reserves for future policy benefits,           750.8               730.7
noncurrent
Deferred tax liability, net                    3,381.0             2,724.0
Other noncurrent liabilities                  1,013.2            1,055.9
Total liabilities                              35,152.7            28,875.0
Shareholders’ equity
Common stock                                   3.0                 3.4
Additional paid-in capital                     10,853.5            11,679.2
Retained earnings                              12,647.1            11,490.7
Accumulated other comprehensive income        299.1              114.9
Total shareholders’ equity                    23,802.7           23,288.2
Total liabilities and shareholders’      $     58,955.4      $     52,163.2
equity
                                                             

WellPoint, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
                                                 
                                                 Year Ended December 31
(In millions)                                    2012           2011
                                                                 
Operating activities
Net income                                       $ 2,655.5       $ 2,646.7
Adjustments to reconcile net income to net cash
provided by operating activities:
Net realized gains on investments                  (334.9    )     (235.1    )
Other-than-temporary impairment losses             37.8            93.3
recognized in income
Loss on disposal of assets                         4.7             3.3
Deferred income taxes                              127.5           74.3
Amortization, net of accretion                     633.6           541.5
Depreciation expense                               107.1           95.7
Impairment of property and equipment               66.8            –
Share-based compensation                           146.5           134.8
Excess tax benefits from share-based               (28.8     )     (42.2     )
compensation
Changes in operating assets and liabilities, net
of
effect of business combinations:
Receivables, net                                   189.9           (401.8    )
Other invested assets                              (38.9     )     (8.9      )
Other assets                                       79.2            (259.2    )
Policy liabilities                                 (53.7     )     978.0
Unearned income                                    (193.7    )     35.1
Accounts payable and accrued expenses              (406.5    )     (208.7    )
Other liabilities                                  (132.8    )     (13.6     )
Income taxes                                       (73.9     )     (44.6     )
Other, net                                        (40.8     )    (14.2     )
Net cash provided by operating activities          2,744.6         3,374.4
                                                                 
Investing activities
Purchases of fixed maturity securities             (15,040.4 )     (11,914.8 )
Proceeds from sales and maturities of fixed        15,457.4        12,337.5
maturity securities
Purchases of equity securities                     (292.6    )     (355.6    )
Proceeds from sales of equity securities           422.7           287.4
Purchases of other invested assets                 (303.7    )     (207.9    )
Proceeds from sales of other invested assets       35.5            29.4
Changes in securities lending collateral           307.9           28.9
Purchases of subsidiaries, net of cash acquired    (4,597.0  )     (600.0    )
Purchases of property and equipment                (544.9    )     (519.5    )
Proceeds from sales of property and equipment      0.4             3.7
Other, net                                        3.1           (31.1     )
Net cash used in investing activities              (4,551.6  )     (942.0    )
                                                                 
Financing activities
Net (repayments of) proceeds from commercial       (229.0    )     463.6
paper borrowings
Net proceeds from short-term borrowings            150.0           –
Proceeds from long-term borrowings                 6,468.9         1,097.4
Repayment of long-term borrowings                  (1,251.3  )     (705.1    )
Changes in securities lending payable              (307.8    )     (29.0     )
Changes in bank overdrafts                         (17.6     )     264.3
Repurchase and retirement of common stock          (2,496.8  )     (3,039.8  )
Cash dividends                                     (367.1    )     (357.8    )
Proceeds from issuance of common stock under       110.8           245.0
employee stock plans
Excess tax benefits from share-based              28.8          42.2      
compensation
Net cash provided by (used in) financing          2,088.9       (2,019.2  )
activities
                                                                 
Effects of foreign currency exchange rate
changes on cash
and cash equivalents                              1.1           (0.4      )
                                                                 
Change in cash and cash equivalents                283.0           412.8
Cash and cash equivalents at beginning of year    2,201.6       1,788.8   
Cash and cash equivalents at end of year         $ 2,484.6      $ 2,201.6   
                                                                 

WellPoint, Inc.
Reconciliation of Medical Claims Payable
                                                          
                         Years Ended December 31
(In millions)            2012               2011               2010
                                                               
                                                               
Gross medical claims
payable, beginning of    $  5,489.0         $  4,852.4         $  5,450.5
period
Ceded medical claims
payable, beginning of      (16.4     )       (32.9     )       (29.9     )
period
Net medical claims
payable, beginning of       5,472.6            4,819.5            5,420.6
period
                                                               
Business combinations
and purchase                804.4              100.9              –
adjustments
                                                               
Net incurred medical
claims:
Current year                48,080.1           47,281.6           45,077.1
Prior years                (513.6    )       (209.7    )       (718.0    )
(redundancies) ^1
Total net incurred          47,566.5           47,071.9           44,359.1
medical claims
                                                               
Net payments
attributable to:
Current year medical        42,832.4           41,999.0           40,387.8
claims
Prior years medical        4,863.8          4,520.7          4,572.4   
claims
Total net payments          47,696.2           46,519.7           44,960.2
                                                               
Net medical claims
payable, end of             6,147.3            5,472.6            4,819.5
period
Ceded medical claims,      27.2             16.4             32.9      
end of period
Gross medical claims
payable, end of          $  6,174.5        $  5,489.0        $  4,852.4   
period
                                                               
Current year medical
claims paid as a
percent of
current year net
incurred medical            89.1      %        88.8      %        89.6      %
claims
                                                               
Prior year
redundancies in the
current period as a
     percent of prior
     year net medical
     claims payables
     less
     prior year
     redundancies in        10.4      %        4.5       %        15.3      %
     the current
     period
                                                               
Prior year
redundancies in the
current period as a
percent of prior year
net incurred medical        1.1       %        0.5       %        1.5       %
claims
                                                               
     Negative amounts reported for net incurred medical claims related to
^(1) 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)
                                 December 31,      December 31,      Change
                                 2012              2011
                                                                     
Net income                       $  464.2          $  335.3          38.4  %
    Add / (Subtract):
       Net realized gains on        ($102.9  )        ($41.6   )
       investments (pre-tax)
       Other-than-temporary
       impairment losses on      $  17.2           $  59.6
       investments (pre-tax)
       Acquisition and
       integration related costs $  73.3              –
       (pre-tax)
       Income tax settlements       ($140.1  )        –
       Tax effect of adjustments $  4.0             (6.3     )
    Net adjustment items            ($148.5  )     $  11.7
    (after-tax)
                                                                     
Adjusted net income              $  315.7         $  347.0         (9.0  %)
                                                                     
Net income per diluted share     $  1.51           $  0.96           57.3  %
    Add / (Subtract):
       Net realized gains on        ($0.33   )        ($0.12   )
       investments (pre-tax)
       Other-than-temporary
       impairment losses on      $  0.06           $  0.17
       investments (pre-tax)
       Acquisition and
       integration related costs $  0.24              –
       (pre-tax)
       Income tax settlements       ($0.46   )        –
       Tax effect of adjustments $  0.01            ($0.02   )
    Net adjustment items            ($0.48   )     $  0.03
    (after-tax)
                                                                     
Adjusted net income per diluted  $  1.03          $  0.99          4.0   %
share
                                                                     
                                                                     
(In millions, except per share   Year Ended
data)
                                 December 31,      December 31,      Change
                                 2012              2011
                                                                     
Net income                       $  2,655.5        $  2,646.7        0.3   %
    Add / (Subtract):
       Net realized gains on        ($334.9  )        ($235.1  )
       investments (pre-tax)
       Other-than-temporary
       impairment losses on      $  37.8           $  93.3
       investments (pre-tax)
       Litigation related costs  $  24.0              –
       (pre-tax)
       Acquisition and
       integration related costs $  106.4             –
       (pre-tax)
       Income tax settlements       ($140.1  )        –
       Tax effect of adjustments $  107.4           49.6     
    Net adjustment items            ($199.4  )        ($92.2   )
    (after-tax)
                                                                     
Adjusted net income              $  2,456.1       $  2,554.5       (3.9  %)
                                                                     
Net income per diluted share     $  8.18           $  7.25           12.8  %
    Add / (Subtract):
       Net realized gains on        ($1.03   )        ($0.64   )
       investments (pre-tax)
       Other-than-temporary
       impairment losses on      $  0.11           $  0.26
       investments (pre-tax)
       Litigation related costs  $  0.07              –
       (pre-tax)
       Acquisition and
       integration related costs $  0.33              –
       (pre-tax)
       Income tax settlements       ($0.43   )        –
       Tax effect of adjustments $  0.33          $  0.13     
    Net adjustment items            ($0.62   )        ($0.25   )
    (after-tax)
                                                                     
Adjusted net income per diluted  $  7.56          $  7.00          8.0   %
share
                                                                           

 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 practice; our ability to integrate and 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 Contacts:
Investor Relations
Doug Simpson, 212-476-1473
Media
Kristin Binns, 917-697-7802
 
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