Filed by: Anthem, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: WellPoint Health Networks Inc.
Commission File Number for Related Registration Statement: 333-110830
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This document contains certain forward-looking information about Anthem, Inc. (Anthem), WellPoint Health Networks Inc. (WellPoint) and the combined company after completion of the proposed transactions that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as expect(s), feel(s), believe(s), will, may, anticipate(s) and similar expressions are intended to identify forward-looking statements. 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 the control of Anthem and WellPoint, 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 public filings with the U.S. Securities and Exchange Commission (SEC) made by Anthem and WellPoint; trends in health care costs and utilization rates; our ability to secure sufficient premium rate increases; competitor pricing below market trends of increasing costs; increased government regulation of health benefits and managed care; significant acquisitions or divestitures by major competitors; introduction and utilization of new prescription drugs and technology; a downgrade in our financial strength ratings; litigation targeted at health benefits companies; our ability to contract with providers consistent with past practice; our ability to consummate Anthems merger with WellPoint, to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate our operations; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; our ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction and the value of the transaction consideration; future bio-terrorist activity or other potential public health epidemics; 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.
Neither Anthem nor WellPoint undertakes 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 Anthems and WellPoints various SEC reports, including but not limited to the Annual Reports on Form 10-K for the year ended December 31, 2002 and the Quarterly Reports on Form 10-Q for the reporting periods of 2003.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Anthem has filed on November 26, 2003 a preliminary registration statement on Form S-4, including the preliminary joint proxy statement/prospectus constituting a part thereof, with the SEC in connection with Anthems proposed merger with WellPoint. Anthem will file a final registration statement, including a definitive joint proxy statement/prospectus constituting a part thereof, and other documents with the SEC. SHAREHOLDERS OF ANTHEM AND STOCKHOLDERS OF WELLPOINT ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement prospectus will be mailed to shareholders of Anthem and stockholders of WellPoint. Investors and security holders will be able to obtain the documents free of charge at the SECs web site, www.sec.gov, from Anthem Investor Relations at 120 Monument Circle, Indianapolis, IN 46204-4903, or from WellPoint Investor Relations at 1 WellPoint Way, Thousand Oaks, CA 91362.
PARTICIPANTS IN SOLICITATION
Anthem, WellPoint and their directors and executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Anthems Current Report on Form 8-K, which was filed with the SEC on October 27, 2003, contains information regarding Anthems participants and their interests in the solicitation. Information concerning WellPoints participants is set forth in the proxy statement, dated March 31, 2003, for WellPoints 2003 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of Anthems and WellPoints participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and joint proxy statement/prospectus to be filed with the SEC.
Anthem and WellPoint made the following presentation on February 3, 2004:
Larry Glasscock, Chairman, President and Chief Executive Officer
SM
Leonard Schaeffer, Chairman and Chief Executive Officer
February 3, 2004
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This presentation contains certain forward-looking information about Anthem, Inc. (Anthem), WellPoint Health Networks Inc. (WellPoint) and the combined company after completion of the transactions that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as expect(s), feel(s), believe(s), will, may, anticipate(s) and similar expressions are intended to identify forward-looking statements. 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 the control of Anthem and WellPoint, 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 public filings with the U.S. Securities and Exchange Commission (SEC) made by Anthem and WellPoint; trends in health care costs and utilization rates; our ability to secure sufficient premium rate increases; competitor pricing below market trends of increasing costs; increased government regulation of health benefits and managed care; significant acquisitions or divestitures by major competitors; introduction and utilization of new prescription drugs and technology; a downgrade in our financial strength ratings; litigation targeted at health benefits companies; our ability to contract with providers consistent with past practice; our ability to consummate Anthems merger with WellPoint, to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate our operations; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers, may be greater than expected following the transaction; the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; our ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction and the value of the transaction consideration; future bio-terrorist activity or other potential public health epidemics; 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. Neither Anthem nor WellPoint undrtakes 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 Anthems and WellPoints various SEC reports, including but not limited to Annual Reports on Form 10-K for the year ended December 31, 2002 and Quarterly Reports on Form 10-Q for the reporting periods of 2003.
2 02/03/2004 5:34 PM
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This presentation may be deemed to be solicitation material in respect of the proposed merger of Anthem and WellPoint. In connection with the proposed transaction, a registration statement on Form S-4 has been filed with the SEC. SHAREHOLDERS OF ANTHEM AND STOCKHOLDERS OF WELLPOINT ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The final joint proxy statement / prospectus will be mailed to shareholders of Anthem and stockholders of WellPoint. Investors and security holders will be able to obtain the documents free of charge at the SECs web site, www.sec.gov, from Anthem Investor Relations at 120 Monument Circle, Indianapolis, IN 46204-4903, or from WellPoint Investor Relations at 1 WellPoint Way, Thousand Oaks, CA 91362.
PARTICIPANTS IN SOLICITATION
Anthem, WellPoint and their directors and executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Anthems Current Report on Form 8-K, which was filed with the SEC on October 27, 2003, contains information regarding Anthems participants and their interests in the solicitation. Information concerning WellPoints participants is set forth in the proxy statement, dated March 31, 2003, for Wellpoints 2003 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of Anthems and WellPoints participants in the solicitation of proxies in respect of the proposed transaction will be included in the registration statement and joint proxy statement/prospectus filed with the SEC.
3 02/03/2004 5:34 PM
Agenda
WellPoint Profile
Anthem Profile
Merger Summary
This presentation contains non-GAAP financial measures, as defined in the rules of the Securities and Exchange Commission. As required by the rules, a reconciliation of those measures to the most directly comparable GAAP measures is available at the WellPoint website, which can be found at www.wellpoint.com.
®
4 02/03/2004 5:34 PM
WellPoint Profile
Second largest health plan in U.S.
Broad range of medical and specialty products
Organized by customer segment with a diverse
customer base
Regional geographic focus
One Company, multiple brands
5 02/03/2004 5:34 PM
Broad Product Choice
Pharmacy
Dental
Behavioral Health
Life/Long Term Care
Disability
Medical Management
Network Access
CHOICE = VALUE
6 02/03/2004 5:34 PM
Organized by
Customer Segment . . .
Market Segment Size
Individual 1
Senior 1
Small Group 2 50
Key Accounts 51 250
Major Accounts 251 2,000
Special Accounts 2,001+
Public Entities* varies
State Sponsored Programs** varies
* Employees of schools, municipalities, Federal Employees Program
** Beneficiaries of Medicaid, State Children Health Insurance Program and similar programs
to better understand and meet the unique needs of these customers
7 02/03/2004 5:34 PM
Diverse Customer Base
December 31, 2003 Enrollment
464,000 Seniors
845,000Medi-Cal
726,000 Other State Sponsored Programs
1,497,000
Individual
1,415,000 Small Group
4,132,000 Large Group Insured
5,932,000 Large Group ASO*
* Includes 1.2 million network access members and 1.0 million BlueCard host members
8 02/03/2004 5:34 PM
Regional Concentration
Health care is locally delivered and locally consumed
Better network leverage
Greater actuarial precision
More efficient marketing/operations
Blue Cross license service areas
UNICARE regions
HealthLink states (also includes Missouri, Indiana & Illinois)
9 02/03/2004 5:34 PM
Membership Growth
Total Medical Membership
(in thousands)
California
Membership 7% 27% 17% 7% 15% 8% 6% 11% 2%**
Growth:
* Total medical membership as of 12/31/03 includes 1.0 million BlueCard host members
** California membership growth excludes BlueCard host members
10 02/03/2004 5:34 PM
Big Plans Will Get Larger
Top Ten Health Plans*
1995
Medical Members
Total Insured 223.7 Million Top 10 = 61.1 Million
2003*
Medical Members
Total Insured 245.4 Million Top 10 = 102.4 Million
* Top 10 Health Plans as of 9/30/03: UNH, WLP, AET, ATH, CI, Kaiser Foundation, HUM, Health Care Services Corp., HNT, WC
Source: Bear Stearns, Centers for Medicare & Medicaid Services, Office of Actuary, U.S. Census Bureau, and SEC filings of publicly traded companies
11 02/03/2004 5:34 PM
Fragmented Industry
Many smaller, regional players in key geographies
California
Alameda Alliance for Health
Care 1st Health Plan
Chinese Community Health Plan
Community Health Group
Community Health Plan
Contra Costa Health Plan
Health Plan of San Joaquin
Inland Empire Health Plan
Interplan Corp
One Health Plan of CA
Primecare Medical Network
ProMed Health Care Administrators
Safeguard Health Plans
San Francisco Health Plan
Santa Clara Family Health Plan
Scripps Clinic Health Plan
Sharp Health Plan
Sistemas Medicos Nacionales
Universal Care
Western Health Advantage
Georgia
Athens Area Health Plan
Columbus Physician Organization
Healthcare, Inc.
HealthOne
Medical Resource Network
One Health Plan of GA
Phoebe Health Partners, Inc.
Illinois
Harmony Health Plan of Ill.
Health Alliance Medical Plans, Inc.
Health Marketing, Inc.
Healthcares Finest Network
One Health Plan of Ill., Inc.
OSF HealthPlans, Inc.
Quincy Health Care Management
RCare PPO
Rockford Health Plans
The Preferred Plan, Inc.
Trinity PHO, Ltd.
Union Health Service, Inc.
Missouri
Community Care Plus
Community Health Plan
Cox Health System, Inc.
Family Health Partners
FirstGuard Health Plan
Group Health Plan
Health Care USA, Missouri, LLC
Mercy Health Plans of Mo. Inc.
One Health Plan of
Kansas/Missouri, Inc.
Texas
Access Direct-A preferred Provider Network
Advantage Care Network, Inc.
Alliance Regional Health Network
Brazos Valley Health Network
Galaxy Health Network
IntegraHome
Preferred Care
ProAmerica
SETON Healthcare Network
TexCare Partnership
The MEGS Life & Health Ins. Co.
USA Managed Care Organization
Represents more than 18 million lives in these states
Sources: InterStudy PPO Directory and Performance Report 3.0; The InterStudy Competitive Edge, Part I: HMO Directory, July 1, 2002
12 02/03/2004 5:34 PM
Uninsured Opportunity
Uninsured 18 million
Moderate to high income
11.4 million earn >300% FPL
6.4 million earn 200299% FPL
14 million
Eligible for public programs but not enrolled
Earn <100% FPL
9 million
Low income, not eligible for public programs
Earn 100-199% FPL
Demonstrate value
Potential tax subsidies
Enrollment programs
Education
Community outreach
Increased State funding ?
Federal assistance?
Potential Solutions
Existing commercial programs
Existing Medicaid and SCHIP Programs
Expanded government programs ?
Source: NIHCM Foundation, 2002, RWJF-sponsored project. Based on 2001 data.
13 02/03/2004 5:34 PM
Ethnic Outreach Programs
Agent support
Community programs
Media relations
Partnership activities
Example: HealthyCheck Program in California
Experience higher incidence of preventable and manageable chronic diseases
Limited access to health care services
Affordable and convenient preventive health screenings
Partner with hospitals
14 02/03/2004 5:34 PM
Targeted Medical Management
WellPoint Membership
20%
80%
Members with
chronic conditions
Asthma Depression
Congestive Oncology
Heart Failure High risk
ESRD pregnancy
Diabetes Etc.
WellPoint Membership
8%
24%
68%
WellPoint Medical Costs
70%
23%
7%
15 02/03/2004 5:34 PM
Cost Variations
September 19, 2000
The operation you get often depends on where you live.
CA Hospital A CA Hospital B GA Hospital A GA Hospital B MO Hospital A MO Hospital B TX Hospital A TX Hospital B
Total Abdominal Hysterectomy
$ 25,100
$ 2,200
$ 11,400
$ 2,800
$ 26,200
$ 3,100
$ 37,700
$ 14,700
Cholecystectomy
$ 27,000
$ 1,700
$ 12,500
$ 2,800
$ 18,200
$ 9,600
$ 18,600
$ 2,100
Total Knee Replacement
$ 28,700
$ 3,000
$ 21,100
$ 8,700
$ 119,400
$ 24,900
$ 41,000
$ 24,700
16 02/03/2004 5:34 PM
Managing Rx Costs
Claritin OTC Conversion $3.00 per day $.90 per day $.50 per day $.10 per day
17 02/03/2004 5:34 PM
Health Coaching Model
Physician Centric
Constraints on physician time and resources do not allow for the in-depth counseling and assistance necessary for the effective treatment of chronic illnesses
RN Directed
RN gives didactic telephonic education without assessing member motivation or underlying barriers to change
Multi Disciplinary Health Coaching
Health Coaching is a multi-disciplinary, facilitative approach to enhance members ability to self-manage conditions
18 02/03/2004 5:34 PM
WellPoint Pharmacy Management
Fourth largest PBM with more than 31 million members
Offers full spectrum of PBM services
Clinical / Medical Management
Clinical Business Plan Intervention Programs Therapy Management Disease Management Patients-At-Risk
Consultative Services
Incentive Programs Benefit Designs Interventions Account Management Sales Support Business Strategies
Claims Processing
Claims Keying Online DUR
Network Management
National Network
Customized Local Networks MAC Programs
PrecisionRx
Integrated Mail Service Pharmacy Specialty Pharmacy
Formulary Management
Treatment Guidelines P&T Committees Manufacturer Discounts Preferred Rx Programs Prior Auth Center
ReViewPoint®
Online Reporting
Pharmacy Care Management
Provide innovative programs to manage drug trend
Clinical programs are outcomes-focused and patient-centric
19 02/03/2004 5:34 PM
Other Specialty Products
Dental PPO, DHMO & FFS
Life Basic & supplemental group term,
dependent coverage, AD&D
Disability Group STD & LTD
Behavioral Full range of Behavioral Health
Health services, including EAP plans
WC MCS Network management, bill review,
medical management and case
management, all on non-risk basis
20 02/03/2004 5:34 PM
Specialty Products Contribute to WellPoints Profitability
Total WellPoint Profitability*
Year Ended December 31, 2002
Specialty Segment
13%
87%
Health Care Segment
Year Ended December 31, 2003
Specialty Segment
14%
86%
Health Care Segment
Growth**
Health Care Segment 40%
Specialty Segment 55%
*Excludes Corporate and Other segment
**Represents growth in segment net income for the year ended December 31, 2003 versus the year ended December 31, 2002
21 02/03/2004 5:34 PM
Leveraging Technology to Improve Margins
G & A Expense Ratio Trends*
329 bp improvement
* General and administrative expense ratio is calculated as a percentage of premium revenue and management services and other revenue combined
22 02/03/2004 5:34 PM
WLP Financial Highlights
Total Revenue
(in billions)
CAGR = 26%*
*As of December 31, 2003. CAGR = (FV/PV)1/n 1, where FV is the future value, PV is the present value, and n is the number of years.
23 02/03/2004 5:34 PM
WLP Financial Highlights
Income from Continuing Operations(a)
(in millions)
CAGR = 25%(f)
(a) Before extraordinary items and cumulative effect of accounting change, if applicable
(b) 1997 income from continuing operations of $229.4 million excludes: i) $9.0 million of nonrecurring costs, net of tax, related to write-down of the Companys dental practice management operations, discontinuance of certain medical practice management operations, and severance and retention payments associated with the GBO acquisition, ii) $4.5 million charge, net of tax, associated with prior investments in certain distribution channels outside of California, and iii) $18 million of investment gains in HPI, net of tax
(c) 1998 income from continuing operations of $319.5 million excludes a charge of $29.0 million, net of tax, related to WellPoints previous holdings in FPA Medical Management, Inc. and the impact of favorable IRS tax ruling of $85.5 million (d) Due to issuance of FASB no.145, WellPoint reclassified the extraordinary gains and losses from the extinguishment of debt to interest expense. For the year ended December 31, 1999, WellPoint reclassified an extraordinary gain of $3.1 million (which included a tax expense of $1.2 million) to interest expense. For the year ended December 31, 2002, WellPoint reclassified an extraordinary loss of $6.3 million (which included a tax benefit of $2.5 million) to interest expense. (e) 2002 income from continuing operations before extraordinary item of $694.1 million excludes $33.2 million of net realized investment gains, net of tax.
(f) As of December 31, 2003. CAGR = (FV/PV)1/n1, where FV is the future value, PV is the present value, and n is the number of years.
24 02/03/2004 5:34 PM
Agenda
WellPoint Profile
Anthem Profile
Merger Summary
®
25 02/03/2004 5:34 PM
Anthem Profile
Maine
New Hampshire
Connecticut
Nevada
Colorado
Ohio
Indiana
Ke n t u c k y
Anthem
BCBS Coverage
Full range of healthcare and specialty products
Among the fastest growing
BCBS licenses in 9 states healthcare companies
11.9 million medical members
Regional business model
National capabilities
#1 market share in 8 of 9 states
®
02/03/2004 5:34 PM
Executing a Simple Strategy
Grow Profitable Enrollment
Reduce Administrative Costs
Optimize the Cost of Healthcare, While Improving the Health of Our Members
Provide Distinctive Service
Strong Cash Management
Drivers to Success
Customers Are First Disciplined Focus Regional Model
®
27 02/03/2004 5:34 PM
Profitable Enrollment Growth
9% Same Store CAGR, 19992004E
(In Millions)
Acquisition-related membership in the applicable year
®
28 02/03/2004 5:34 PM
National Accounts
Gaining Strength in the Market Place
Strong retention of existing accounts
30 new account wins for 1Q04
Value Proposition
Blue Cross Blue Shield Brand
Access to BlueCard networks nationwide
ClaimsQuest
Interactive Realtime Information System (IRIS)
Dedicated Business Unit Model
®
29 02/03/2004 5:34 PM
Specialty Product Opportunities
Cross Selling to Existing Customers
Membership (mm)
Pharmacy 5.3
Dental 2.5
Life 0.9
New Specialty Products
Behavioral Health 3.0
Vision 0.4
Total Benefit Solutions for Customers
Specialty membership as of December 31, 2003
®
30 02/03/2004 5:34 PM
Administrative Expense Discipline
Strategies For Improvement
Systems consolidation
Shared service platform
Investments in technology
Process improvements
®
31 02/03/2004 5:34 PM
Optimize the Cost of Care
Disease Management
Programs
Asthma
Diabetes
Coronary disease
Heart failure
High risk pregnancy
Renal disease
PMPM Cost Savings
Diabetes
Coronary Disease
General Population Program Members
Quality Care Through Physician Collaboration
®
32 02/03/2004 5:34 PM
Improving the Health of the People We Serve
Leading carrier in Colorado
Funded purchase 6,000 flu vaccines
Placed ads to let high risk recipients know where to find the vaccine
®
33 02/03/2004 5:34 PM
Excellent Customer Service
Best in Customer Service
% of responses
Best in Claims Processing
% of responses
Source: Smith Barney Health Benefit Survey, Sept. 29, 2003. ®
34 02/03/2004 5:34 PM
Strong Cash Management
Operating Cash Flow
($ in millions)
Net Income
Cash Flow
®
35 02/03/2004 5:34 PM
Strong Financial Momentum
Diluted EPS
Operating Revenue
($ in billions)
®
36 02/03/2004 5:34 PM
Agenda
WellPoint Profile
Anthem Profile
Merger Summary
®
37 02/03/2004 5:34 PM
Transaction Summary
Consideration Per WLP Share: 1 ATH share + $23.80 cash
Name: WellPoint, Inc.
Headquarters: Indiana
Board Representation: 58% Anthem, 42% WellPoint
Chairman: Leonard Schaeffer
President and CEO: Larry Glasscock
Chief Financial Officer: David Colby
Co-Heads of Integration: Mike Smith, Alice Rosenblatt
®
38 02/03/2004 5:34 PM
Leading Market Positions
Anthem WellPoint
UNICARE and HealthLink >100K members
®
39 02/03/2004 5:34 PM
Merger Benefits
Growth Opportunities
Target individual products in ATH markets Young invincibles
Early retirees
Other uninsured
Utilize ATH experience with national accounts ATH national accounts same store growth
14% in 2002
16% in 2003
Multi-state employers focusing more on medical costs in addition to administrative expenses
Enhanced e-commerce capabilities provide higher service levels
®
40 02/03/2004 5:34 PM
Merger Benefits
Growth Opportunities
Increase penetration of PBM services
Increased size enhances value proposition
WLP PBM experienced with external sales
Cross-sell other specialty product sales to existing members
Utilize best practices in health improvement programs and contracting to better manage medical cost trends
Information-based decision making
National contracting (labs, DME, etc.)
®
41 02/03/2004 5:34 PM
Merger Benefits
Operating Synergies
Recognize at least $250 million in pre-tax synergies
Information technology $75 million +
Specialty businesses $75 million +
Operations $50 million +
Corporate & Shared Services $50 million +
Positioned to implement over 1824 months: $50 million in 2004, $175 million in 2005, and $250 million in 2006
Synergies represent approximately 4% to 5% of combined administrative expensesconsistent with prior transactions
®
42 02/03/2004 5:34 PM
Merger Update
S-4 filed 11/26/2003 no-review by SEC
Form As filed with state regulators
HSR notification submitted
BCBSA application submitted
PPFSC Committee approval
Board meeting vote by end of 1Q04
Anticipate mid-2004 closing
®
43 02/03/2004 5:34 PM
The Underwriting Cycle Is Becoming a Myth
Generally self-inflicted cycles in the past
Track records of underwriting discipline
Industry consolidation since mid-90s mitigates risk
Fewer, more disciplined Blues
Better prediction of medical costs
Premium refunds better than underpricing
®
44 02/03/2004 5:34 PM
Disappearance of the Underwriting Cycle
Underwriting Results as % of Revenue*
Source: BCBSA, 2002
®
45 02/03/2004 5:34 PM
WellPoint + Anthem .. . .
. . . A Very Compelling Transaction . . .
Geographic diversification with strong local focus and national reach
Diversified membership base
Realize significant growth potential in ISG, national accounts and specialty businesses
Leverage technology
Enhance product offerings, customer service and relationships with physicians and hospitals
Better data management for clinical decision-making
Improve productivity
Identified synergies lower administrative expenses
®
46 02/03/2004 5:34 PM