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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 001-13803
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WELLPOINT HEALTH NETWORKS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4635504
(State of incorporation) (I.R.S. Employer Identification
No.)
ONE WELLPOINT WAY 91362
THOUSAND OAKS, CA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 557-6110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS REGISTERED
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Common Stock, $0.01 par value New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. / /
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 15, 1999: $3,922,112,194 (based on the last
reported sale price of $79 5/8 per share on March 19, 1999, on the New York
Stock Exchange).
Common Stock, $0.01 par value of Registrant outstanding as of March 19,
1999: 67,439,029 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
information from the Registrant's definitive proxy statement for its 1999 Annual
Meeting of Stockholders.
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WELLPOINT HEALTH NETWORKS INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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PART I
Item 1. Business....................................................................................... 1
Item 2. Properties..................................................................................... 23
Item 3. Legal Proceedings.............................................................................. 23
Item 4. Submission of Matters to a Vote of Security Holders............................................ 23
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters...................... 24
Item 6. Selected Financial Data........................................................................ 25
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 26
Item 8. Financial Statements and Supplementary Data.................................................... 44
Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure.............. 44
PART III
Item 10. Directors and Executive Officers of the Registrant............................................. 45
Item 11. Executive Compensation......................................................................... 45
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 45
Item 13. Certain Relationships and Related Transactions................................................. 45
PART IV
Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K............................... 45
SIGNATURES
INDEX TO FINANCIAL STATEMENTS
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PART I
ITEM 1. BUSINESS
GENERAL
WellPoint Health Networks Inc. (the "Company" or "WellPoint") is one of the
nation's largest publicly traded managed health care companies. As of December
31, 1998, WellPoint had approximately 6.9 million medical members and
approximately 25 million specialty members. The Company offers a broad spectrum
of quality network-based managed care plans. WellPoint provides these plans to
the large and small employer, individual and senior markets. The Company's
managed care plans include preferred provider organizations ("PPOs"), health
maintenance organizations ("HMOs") and point-of-service ("POS") and other hybrid
plans and traditional indemnity plans. In addition, the Company offers managed
care services, including underwriting, actuarial services, network access,
medical cost management and claims processing. The Company offers a continuum of
managed health care plans while providing incentives to members and employers to
select more intensively managed plans. The Company typically offers such plans
at a lower cost in exchange for additional cost-control measures, such as
limited flexibility in choosing physician and hospitals that are not included in
the Company's provider networks. The Company believes that it is better able to
predict and control its health care costs as its members select more intensively
managed health care plans. The Company also provides a broad array of specialty
and other products, including pharmacy, dental, utilization management, life
insurance, preventive care, disability insurance, behavioral health, COBRA and
flexible benefits account administration.
The Company markets its products in California primarily under the name Blue
Cross of California and outside of California primarily under the name UNICARE.
Historically, the Company's primary market for its managed care products has
been California. The Company holds the exclusive right in California to market
its products under the Blue Cross name and mark. The Company's California
customer base is diversified, with extensive membership among large and small
employer groups and individuals and a growing presence in the Medicare and
Medicaid markets.
In 1996, the Company began pursuing a nationwide expansion strategy through
selective acquisitions and start-up activities in key geographic areas. With the
acquisitions in March 1996 of the Life & Health Benefits Management division
("MMHD") of Massachusetts Mutual Life Insurance Company (the "MMHD Acquisition")
and in March 1997 of certain portions of the health and related life group
benefit operations (the "GBO") of John Hancock Mutual Life Insurance Company
(the "GBO Acquisition"), the Company has significantly expanded its operations
outside of California. The Company's acquisition strategy has focused on large
employer group plans that offer indemnity and other health insurance products
that are less intensively managed than the Company's products in California.
Since 1987, the Company has transitioned substantially all of its California
indemnity insurance customers to managed care products. An element of the
Company's geographic expansion strategy is to replicate its experience in
California in motivating traditional indemnity members to transition to the
Company's broad range of managed care products. In addition, the Company focuses
on acquiring businesses that provide significant concentrations of members in
strategic locations outside of California. The Company believes that its current
UNICARE medical membership provides its UNICARE operations with sufficient scale
to begin development of proprietary provider network systems in key geographic
areas, which will enable the Company over time to begin offering a broader range
of managed care products. The Company has used and intends to continue to use
these new networks to introduce individual, small group and senior products in
these markets. The Company has developed or is actively developing proprietary
networks in Texas, Georgia, Illinois, Maryland, Ohio and Virginia and has
introduced new managed care products in, among other states, Texas, Georgia and
Illinois.
Prior to the MMHD and GBO Acquisitions, the Company's significant operations
were primarily confined to the State of California. As a result of these
acquisitions, during 1996, 1997 and 1998, the Company's operations, with the
exception of stand-alone specialty products, were organized generally into
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two internal business units with a geographic focus. Revenues (with sales to
external customers and sales or transfers to other segments shown separately),
operating profit or loss and identifiable assets attributable to each of the
Company's segments are set forth in Note 21 to the Consolidated Financial
Statements, which are included elsewhere in this Annual Report on Form 10-K.
Effective as of April 1, 1999, the Company intends to effect a modification of
its internal business divisions. Upon completion of this change, the Company
expects that its primary internal business divisions will be focused on large
employer group business, individual and small employer group business and senior
and specialty business.
RECENT DEVELOPMENTS
PENDING TRANSACTION WITH CERULEAN
On July 9, 1998, WellPoint entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Cerulean Companies, Inc. ("Cerulean"). Upon completion
of this transaction (the "Merger"), Cerulean will become a wholly owned
subsidiary of WellPoint. Cerulean currently holds the exclusive license to use
the Blue Cross and Blue Shield names and marks in the state of Georgia. Cerulean
is the parent company of Blue Cross Blue Shield of Georgia, which served
approximately 1.6 million medical members in the state of Georgia as of December
31, 1998. At the effective time of the Merger, the shareholders of Cerulean will
receive WellPoint Common Stock with a market value of $500 million (subject to
certain adjustments provided in the Merger Agreement). Certain shareholders of
Cerulean will have the option to receive cash in lieu of WellPoint Common Stock,
subject to a maximum aggregate limit of $225 million. The transaction is
intended to qualify as a tax-free organization for Cerulean shareholders that
elect to receive WellPoint Common Stock. The closing of the transaction is
subject to the approval of the shareholders of Cerulean and to a number of
regulatory and other approvals. The Company currently expects the transaction to
close during the second half of 1999.
In September 1998, a class action lawsuit was filed in Richmond County,
Georgia on behalf of certain current and former policyholders of Blue Cross Blue
Shield of Georgia (the "Conversion Litigation"). The claims brought in the
Conversion Litigation relate to the conversion of Blue Cross Blue Shield of
Georgia from a non-profit entity to a for-profit entity in October 1996 (the
"Conversion"). At the time of the Conversion, each eligible Blue Cross Blue
Shield of Georgia subscriber was offered five shares of Cerulean Class A stock.
In order to receive such shares, each eligible subscriber had to return certain
election forms prepared by Cerulean. At the time of the Conversion,
approximately 90,000 of the 160,000 eligible subscribers did not return their
election forms. The litigation sought to compel Cerulean to issue five
additional shares of its Class A Common Stock to each of the 90,000 subscribers.
On December 17, 1998, the Superior Court judge in the Conversion Litigation
issued an order in favor of the plaintiffs. Cerulean is pursuing an appeal of
the judge's decision before the Georgia Supreme Court, which held oral arguments
with respect to the matter on March 8, 1999.
The Company intends to continue to explore opportunities to work with other
Blue Cross Blue Shield entities. The Company currently provides pharmacy
benefits management services to certain Blue Cross Blue Shield entities
(including Blue Cross Blue Shield of Georgia) and may market additional
specialty products to and pursue additional relationships with other Blue Cross
Blue Shield plans in the future.
SALE OF WORKERS' COMPENSATION BUSINESS
On July 29, 1998, WellPoint entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with Fremont Indemnity Company ("Fremont"). Pursuant
to the Stock Purchase Agreement, Fremont acquired all of the outstanding capital
stock of UNICARE Specialty Services, Inc. a wholly owned subsidiary of WellPoint
("UNICARE Specialty"). The transaction was completed on September 1, 1998. The
principal asset of UNICARE Specialty was the capital stock of UNICARE Workers'
Compensation Insurance Company ("UNICARE Workers' Compensation"). The purchase
price for the acquisition was approximately $110.0 million. Pursuant to the
Stock Purchase Agreement, the purchase price for the
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acquisition was the statutory surplus (adjusted in accordance with the terms of
the Stock Purchase Agreement) of UNICARE Workers' Compensation as of the date of
closing. As part of the transaction, the Company and Fremont entered into a
joint marketing agreement with respect to workers' compensation and medical
insurance products in the small employer group market.
MANAGED HEALTH CARE OVERVIEW
An increasing focus on costs by employers and consumers has spurred the
growth of HMO, PPO, POS and other forms of managed care plans as alternatives to
traditional indemnity health insurance. Typically, HMOs and PPOs, as well as
hybrid plans incorporating features of each (such as POS plans), develop health
care provider networks by entering into contracts with hospitals, physicians and
other providers to deliver health care at favorable rates that incorporate
health care utilization management and other cost-control measures as well as
network credentialing and quality assurance. HMO, PPO and POS members generally
are charged periodic, prepaid premiums, and copayments or deductibles. PPOs, POS
plans and a number of HMOs allow out-of-network usage, typically at
substantially higher out-of-pocket costs to members. HMO members generally
select one primary care physician from a network who is responsible for
coordinating health care services for the member, while PPOs and other "open
access" plans generally allow members to select physicians without coordination
through a primary care physician. Hybrid plans, such as POS plans, typically
involve the selection of primary care physicians similar to HMOs, but allow
members to choose non-network providers at higher out-of-pocket costs similar to
PPOs.
THE CALIFORNIA MARKET. The desire of California-based employers for a range
of health care choices that promote effective cost controls and quality care has
contributed to substantial market acceptance of managed health care in
California, where the total penetration of managed health care companies is
higher than the national average. Although the Company has experienced increased
competition over the last several years, the Company remains a market leader in
offering managed health care plans to individuals and small employer groups in
California. WellPoint's large group business, which historically lagged the
performance of its small group and individual business, has experienced
considerable growth since 1994 with the rebound of the California economy and
the enhancement of the Company's reputation for customer service and value,
especially among established companies. Initial developments in California with
respect to managed care were generally focused on HMOs and other tightly
controlled plans. Over the last few years, this emphasis has decreased, as
consumers and media scrutiny have generally criticized the reduced choice
typical of HMO plans and as greater regulatory restrictions have been placed on
HMO offerings. The Company believes that this movement towards PPOs and other
open access plans will continue in the future.
OTHER STATES. Outside of California, the past few years have seen
significant transformations in the health care sector. Although market
acceptance of the array of managed health care plans continues to grow
throughout the United States, it still varies widely from state to state. In
some states, especially larger population centers, members are offered health
care choices focused on HMO or POS plans. In other states, members are typically
offered a spectrum of health care choices which are more focused on PPOs or
traditional indemnity health models than in California. Indemnity insurance
usually allows members substantial freedom of choice in selecting health care
providers but without significant financial incentives or cost-control measures
typical of managed care plans. Indemnity insurance plans typically require
annual deductible obligations of members. Upon satisfaction of the deductible,
the member is reimbursed for health care expenses on a full or partial basis of
the indicated charges. Health plan reimbursement is often limited to the health
plan's assessment of the reasonable and customary charges prevailing in a region
for the particular health care procedure. PPO coverage offered by health plans
outside of California is often typified by broad-based, third-party provider
networks which do not incorporate the cost-control measures or discounts typical
of the Company's proprietary provider networks in California and Texas. The
Company believes the higher costs generally associated with such third-party PPO
networks and traditional
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indemnity health insurance will continue to cause employers and members to seek
out managed health care solutions similar to those offered by the Company in
California and Texas.
BLUE CROSS OF CALIFORNIA
Most of the Company's California operations are conducted under the trade
name Blue Cross of California.
MARKETING
WellPoint's Blue Cross of California products are developed and marketed in
California with an emphasis on the differing needs of various customer segments.
In particular, the Company's product development and marketing efforts take into
account the differing characteristics between the various customer groups served
by the Company, including large employers (generally with 51 or more employees),
individuals and small employers, seniors and California Medicaid recipients, as
well as the unique needs of educational and public entities, federal employee
health and benefit programs, national employers and state-run programs servicing
high-risk and under-served markets. Individual business units are responsible
for enrolling, underwriting and servicing customers in specific segments. Sales
representatives are generally assigned to a specific geographic region of
California to allow WellPoint to tailor its marketing efforts to the particular
health care needs of each regional market. Individual business units also use
advertising, public relations, promotion and marketing research to support their
efforts. The Company believes that one of the keys to its success in California
has been its focus on distinct customer groups defined generally by employer
size and geographic region, which better enables the Company to develop benefit
plans and services that meet the needs of these distinct markets. For example,
in 1998 the Company introduced its unique Employee Elect program, which allows
small employers to offer their employees a menu of PPO and HMO options.
WellPoint's managed health care plans to large employers in California are
generally sold in conjunction with an employer's broker or consultant to develop
a package of managed health care benefits specifically tailored to meet the
employer's needs. Individual and small employer group products are marketed in
California primarily through sales managers in both Comprehensive Integrated
Marketing Services, Inc. ("CIMS"), a wholly owned indirect subsidiary of the
Company, and WellPoint's sales department, who oversee independent agents and
brokers.
PRODUCTS
PPO PLANS. The Company's PPO products, which are generally marketed under
the name "Prudent Buyer," are designed to address the specific needs of
different customer segments. The Company's PPO plans require periodic, prepaid
premiums and may have copayment obligations for services rendered by network
providers that are often similar to the copayment obligations of its HMO plans.
Unlike WellPoint's HMO and other "closed-access" plans, members are not required
to select a primary care physician who is responsible for coordinating their
care and may be subject to annual deductible requirements. PPO members have the
option to receive health care services from non-network providers, typically at
substantially higher out-of-pocket costs to members. Among the Company's various
PPO plans are its Prudent Buyer Co-Pay product, which replaces annual deductible
obligations with HMO-like co-payments while maintaining the member choice
typical of PPO plans, and high-deductible health plans intended for use with
medical savings accounts ("MSAs").
HMO PLANS. The Company offers a variety of HMO products to the members of
its California HMO, CaliforniaCare. CaliforniaCare members are generally charged
periodic, prepaid premiums that do not vary based on the amount of services
rendered, as well as modest copayments (small per-visit charges). Members choose
a primary care physician from the HMO network who is responsible for
coordinating health care services for the member. Certain plans permit members
to receive health care services from
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providers that are not a part of the Company's HMO network at a substantial
out-of-pocket cost to members which includes a deductible and higher copayment
obligations. To enhance the marketability of its plans, in 1996 the Company
introduced its CaliforniaCare Saver HMO product, which has deductible
obligations for certain hospital and outpatient benefits. In response to
consumer demand for easier access to specialists, in 1997 the Company introduced
the Ready Access program in its CaliforniaCare HMO. The program expedites the
referral process to specialists within a member's participating medical group
("PMG"). In addition, the program also allows members of certain PMGs to
self-refer to designated frequently used specialists.
MEDICAID PLANS. The California Department of Health Services ("DHS")
administers Medi-Cal, California's Medicaid program. WellPoint has been awarded
contracts to administer Medi-Cal managed care programs in various California
counties. Under these programs, WellPoint provides health care coverage to
Medi-Cal program members and DHS pays WellPoint a fixed payment per member per
month. As of December 31, 1998, approximately 474,000 members were enrolled in
WellPoint's Medi-Cal managed care programs in Los Angeles, Sacramento, Orange,
San Francisco, Alameda, Santa Clara, Fresno, Kern, Stanislaus, Contra Costa and
San Diego counties and in the state-sponsored Healthy Families program. In
addition, the Company has been awarded a contract to administer the Medi-Cal
managed care program in Tulare County, although no enrollment had occurred as of
December 31, 1998.
SENIOR PLANS. WellPoint offers numerous Medicare supplemental plans, which
typically pay the difference between health care costs incurred and amounts paid
by Medicare, using existing PPO and HMO provider networks. One such product is
Medicare Select, a PPO-based product that offers supplemental Medicare coverage.
WellPoint also offers Medicare Select II, a hybrid product which allows seniors
over the age of 65 to maintain their full Medicare benefits for any
out-of-network benefits while enrolled in a supplemental plan that allows them
to choose their own physician with a copayment. As of December 31, 1998, the
Medicare supplemental plans served approximately 179,000 members. WellPoint also
offers Blue Cross Senior Secure, an HMO plan operating in defined geographic
areas, under a Medicare + Choice contract with the Health Care Financing
Administration ("HCFA"). This contract entitles WellPoint to a fixed per-member
premium from HCFA which is subject to adjustment annually by HCFA based on
certain demographic information relating to the Medicare population and the cost
of providing health care in a particular geographic area. In addition to
physician care, hospitalization and other benefits covered by Medicare, the
benefits under this plan (which vary by county) typically include prescription
drugs, routine physical exams, hearing tests, immunizations, eye examinations,
counseling and health education services. As of December 31, 1998, Blue Cross
Senior Secure HMO plans served over 17,000 members.
UNICARE
OVERVIEW
In 1996, the Company began pursuing a nationwide expansion strategy through
selective acquisitions and start-up activities in key geographic areas. The
Company believes that its success in the highly competitive California managed
care market is attributable to its broad range of managed care products that
target the differing needs of specific market segments. The Company's
acquisition strategy to date has focused on large employer group plans that
offer indemnity and other health care products that are less intensively managed
than the Company's current products. In addition, the Company has focused on
acquiring businesses that provide significant concentrations of members in
strategic locations outside of California. As of December 31, 1998, the Company
had approximately 2.2 million members covered under its UNICARE health plans
(including approximately 62,000 members in California). Approximately 50% of
UNICARE medical membership as of such date was concentrated in six states:
Illinois, Texas, Massachusetts, Ohio, Georgia and Indiana. Most of the Company's
non-California business is conducted by the Company's wholly owned subsidiary
UNICARE Life & Health Insurance Company ("UL&H") under the trade name UNICARE.
Upon completion of the Cerulean Merger, the Company intends to operate primarily
under the Blue Cross Blue Shield name and mark in the state of Georgia.
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MARKETING AND PRODUCTS
Similar to the Company's Blue Cross of California products, WellPoint's
UNICARE products are developed and marketed outside of California with a focus
on specific customer groups. The large employer group businesses that were
previously part of the MMHD and GBO operations have a national focus as a result
of the multi-state needs of such employers. UNICARE's individual and smaller
employer group and senior products are marketed on a more regional basis as a
result of the more localized nature of these customer segments and the agent and
broker communities that serve them. As with the Company's Blue Cross of
California products, UNICARE's individual and small employer group products are
generally distributed by independent sales agents, while large group products
are distributed by the Company's internal sales force or in conjunction with
third-party brokers and consultants.
Outside of California, the Company offers PPO and other open access products
(using proprietary networks and third-party provider networks), as well as
traditional fee-for-service products. As WellPoint continues to develop
proprietary provider network systems in key geographic areas, the Company
intends to offer more intensively managed products to the existing members of
acquired businesses and to new individual, small group and senior customers
outside of California. In 1998, UNICARE began offering in certain markets its
unique Planscape product. Planscape has been designed to address the differing
needs of consumers. The Planscape product allows individual family members to
select different plan options based upon that particular individual's health
needs. In addition, Planscape incorporates a personal needs assessment ("PNA")
which is designed to help each individual family member choose the Planscape
option most appropriate for that individual. In the event that an individual's
health needs change (for example, due to a significant illness), Planscape also
has an "opt up" feature allowing a particular individual, during certain times
of the year, to transfer to a Planscape option providing greater benefits and
incorporating more tightly managed care features.
Consistent with the Company's strategy of developing open access programs
that offer members greater choice, in December 1998 UNICARE's Texas HMO
subsidiary, UNICARE of Texas Health Plans, Inc. ("UTHP"), made the decision to
withdraw from the Texas marketplace. As of December 31, 1998, the Company had
approximately 2,620 members served by its UTHP subsidiary. The Company
anticipates that UTHP will cease active operations no later than the end of the
second quarter of 1999. The Company expects that existing UTHP members will be
offered a replacement PPO or similar plan from UL&H.
MANAGED HEALTH CARE NETWORKS AND PROVIDER RELATIONS
BLUE CROSS OF CALIFORNIA
WellPoint's extensive managed health care provider networks in California
include its HMO, PPO and specialty managed care networks. These provider
relationships are monitored regularly in order to control the cost of health
care while providing access to quality providers. As a result of this
network-monitoring process as well as member and provider financial incentives,
WellPoint reduces or eliminates the need to use out-of-network providers that
are not subject to WellPoint's cost and performance controls.
WellPoint uses its large California membership to negotiate provider
contracts at favorable rates that require utilization management and other
cost-control measures. Under these contracts, physician providers are paid
either a fixed per member monthly amount (known as a capitation payment) or on
the basis of a fixed fee schedule. In selecting providers for its networks,
WellPoint uses its credentialing programs to evaluate the applicant's
professional qualifications and experience, including license status,
malpractice claims history and hospital affiliations.
The following is a more detailed description of the principal features of
WellPoint's California PPO and HMO networks.
PPO NETWORK. The California PPO network included approximately 46,000
physicians and 440 hospitals throughout California as of December 31, 1998.
There were approximately 2.9 million members
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(including administrative services members) enrolled in WellPoint's California
PPO health care plans as of such date, approximately 41% of whom were
individuals or employees of small groups.
WellPoint endeavors to manage and control costs for its PPO plans by
negotiating favorable arrangements with physicians, hospitals and other
providers, which arrangements include utilization management and other
cost-control measures. In addition, WellPoint manages costs through pricing and
product design decisions intended to influence the behavior of both providers
and members.
WellPoint's California PPO plans provide for the delivery of specified
health care services to members by contracting with physicians, hospitals and
other providers. Hospital provider contracts are on a nonexclusive basis and
generally provide for per diem payments (a fixed fee schedule where the daily
rate is based on the type of service) that provide for rates that are below the
hospitals' standard billing rates. Physician provider contracts are also on a
nonexclusive basis and specify fixed fee schedules that are below standard
billing rates. WellPoint is able to obtain prices for hospitals and physician
services below standard billing rates because of the volume of business it
offers to health care providers that are part of its network. Provider rates are
generally negotiated on an annual or multi-year basis with hospitals. Provider
rates for physicians in the Company's PPO network are set from time to time by
the Company.
HMO NETWORK. Membership in CaliforniaCare was approximately 1.8 million
members as of December 31, 1998. As of December 31, 1998, the HMO network
included approximately 30,000 primary care and specialist physicians and
approximately 430 hospitals throughout California. The physician network of PMGs
is comprised of both multi-specialty medical group practices and individual
practice associations ("IPAs").
Substantially all primary care physicians or PMGs in the Company's
California HMO network are reimbursed on a capitated basis that incorporates
financial incentives to control health care costs. These arrangements specify
fixed per member per month payments to providers and may result in a marginally
higher medical loss ratio than a non-capitated arrangement, but significantly
reduce risk to WellPoint. Generally, HMO network hospital provider contracts are
on a nonexclusive basis and provide for a per diem payment, which is below the
hospitals' standard billing rates.
Contractual arrangements with PMGs typically include provisions under which
WellPoint provides limited stop-loss protection. If the PMG's actual charges for
medical services provided to a member exceed an agreed-upon threshold amount,
WellPoint will pay the group a portion of the excess amount. Provider rates are
generally negotiated with PMGs and hospitals on an annual or multi-year basis.
To encourage PMGs to contain costs for claims for non-capitated services such as
inpatient hospital, outpatient surgery, hemodialysis, emergency room, skilled
nursing facility, ambulance, home health and alternative birthing center
services, WellPoint's PMG agreements provide for a settlement payment to the PMG
based upon the PMG's effective utilization of such non-capitated services. PMGs
are also eligible for additional incentive payments based upon their management
of outpatient prescription drugs and satisfaction of quality criteria.
UNICARE
Due to the more recent development of the Company's national operations, the
Company's relations with health care providers outside of California are more
varied than in California. During 1998, the Company continued its significant
network development efforts in various states, including Georgia, Illinois,
Maryland, Ohio, Texas and Virginia. Some of these network development activities
involved start-up activities, while others involved supplementing existing
networks acquired in the MMHD and GBO acquisitions. As a result of the Company's
extensive efforts, the Company's proprietary networks in Georgia and Texas are
substantially completed. As of December 31, 1998, UNICARE's proprietary networks
included approximately 53,600 primary and specialist physicians and 600
hospitals.
As part of the MMHD Acquisition, the Company also acquired a majority
ownership interest in a PPO entity, National Capital Preferred Provider
Organization ("UNICARE NCPPO"), which operates in the Maryland/Virginia area and
is a joint venture with local health care providers. The UNICARE NCPPO
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network included approximately 8,100 primary care and specialist physicians and
50 hospitals as of December 31, 1998.
A large number of UNICARE members are currently served by third-party
provider networks, which generally lack the provider selectivity and discounts
typical of the Company's proprietary networks. One of the Company's strategies
for the expansion of its UNICARE operations is to continue building proprietary
provider network systems in certain geographies similar to the Company's
networks in California and Texas, which provide a continuum of managed care
products to various customer segments. As the Company expands its out-of-state
operations, it intends to build or acquire such network operations and, as
appropriate, to replace or supplement the current third-party network
arrangements. Additionally, the Company has begun a process to consolidate its
third-party network relationships in an effort to further contain its
administrative expenses.
ANCILLARY NETWORKS
WellPoint evaluates current and emerging high volume or high cost services
to determine whether developing an ancillary service network will yield cost
control benefits. In establishing these ancillary service networks, WellPoint
seeks to enter into capitation or fixed fee arrangements with providers of these
services. WellPoint regularly collects and analyzes industry data on high cost
or high volume unmanaged services to identify the need for specialty managed
care networks. For example, WellPoint has created Centers of Expertise for
certain transplant services.
UTILIZATION MANAGEMENT
In order to better manage quality in its proprietary provider networks,
WellPoint adopts utilization management systems and guidelines that are intended
to reduce unnecessary procedures, admissions and other medical costs. The
utilization management systems seek to provide quality care to WellPoint's
members by ensuring that medical services provided are based on medical
necessity and that all final decisions are made by physicians. In its California
HMO, WellPoint permits PMGs to oversee most utilization management for their
particular medical group under WellPoint's guidelines. Currently, substantially
all of the PMGs in WellPoint's California HMO network have established
committees to oversee utilization management. For its California PPO network,
WellPoint uses treatment guidelines, requires pre-admission approvals of
hospital stays and concurrent review of all admissions and retrospectively
reviews physician practice patterns. Utilization management also includes an
outpatient program, with pre-authorization and retrospective review, ongoing
supervision of inpatient and outpatient care of members, case management and
discharge planning capacity. Review of practice patterns may result in
modifications and refinements to the PPO plan offerings, treatment guidelines
and network contractual arrangements. In addition, WellPoint manages health care
costs by periodically reviewing cost and utilization trends within its provider
networks. Cases are reviewed in the aggregate to identify a high volume of a
particular type of service to identify the most effective method of treatment
while more effectively managing costs. In addition, the Company reviews
high-cost procedures in an effort to provide new quality, cost-effective
treatment by utilizing new technologies or by creating additional networks, such
as its networks of home health agencies.
For the Company's UNICARE managed care health plans, utilization management
is provided both by UNICARE (through the Company's subsidiary CostCare, Inc.
("CCI")) and third-party provider networks. As part of the GBO Acquisition, the
Company acquired CCI, which provides medical management services. The Company
has integrated CCI utilization management services into UNICARE offerings. In
December 1997, CCI (which operates as UNICARE/Cost Care) received a two-year
accreditation from the Utilization Review Accreditation Commission ("URAC"), a
private organization providing voluntary accreditation of utilization review
entities.
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UNDERWRITING
In establishing premium rates for its health care plans, WellPoint uses
underwriting criteria based upon its accumulated actuarial data, with
adjustments for factors such as claims experience, member mix and industry
differences to evaluate anticipated health care costs. WellPoint's underwriting
practices in the individual and small group market are subject to legislation in
California and other states affecting the individual and small employer group
market. Because UNICARE's members are in every state, the Company's underwriting
practices, especially in the individual and small group market, are subject to a
variety of legislative and regulatory requirements and restrictions. See
"--Government Regulation."
QUALITY MANAGEMENT
Quality management for most of the Company's California business is overseen
by the Company's Quality Management Department and is designed to ensure that
necessary care is provided by qualified personnel. Quality management
encompasses plan level quality performance, provider credentialing, provider and
member grievance monitoring and resolution, medical group auditing, monitoring
medical group compliance with Blue Cross of California standards for medical
records and medical offices, physician peer review and a quality management
committee.
SPECIALTY MANAGED HEALTH CARE AND OTHER PLANS AND SERVICES
WellPoint offers a variety of specialty managed health care and other
services. WellPoint believes that these specialty networks and plans complement
and facilitate the marketing of WellPoint's medical plans and help in attracting
employer groups and other members that are increasingly seeking a wider variety
of options and services. WellPoint also markets these specialty products on a
stand-alone basis to other health plans and other payors.
PHARMACY PRODUCTS
WellPoint offers pharmacy services and pharmacy benefit management services
to its members. WellPoint's pharmacy services incorporate features such as drug
formularies (a WellPoint-developed listing of preferred, cost-effective drugs),
a pharmacy network and maintenance of a prescription drug database and mail
order capabilities. Moreover, pharmacy benefit management services provided by
WellPoint include management of drug utilization through outpatient prescription
drug formularies, retrospective review and drug education for physicians,
pharmacists and members. As of December 31, 1998, WellPoint had more than 15.0
million risk and non-risk pharmacy members and approximately 52,000
participating pharmacies.
DENTAL PLANS
WellPoint's California dental plans include Dental Net, its California
dental HMO, with a provider network of approximately 2,100 dentists reimbursed
on a capitated basis, a dental PPO, with a network of approximately 11,000
dentists, and traditional indemnity plans. As of December 31, 1998, the
Company's dental networks outside of California included approximately 20,000
dentists. The Company's dental products outside of California currently include
a dental PPO in Texas and Georgia. As a result of the MMHD and GBO acquisitions,
the Company has acquired significant additional dental membership outside of
California. The Company's dental plans provide primary and specialty dental
services, including orthodontic services, and as of December 31, 1998, served
approximately 3.1 million dental members.
LIFE INSURANCE
The Company offers primarily term-life insurance to employers, generally in
conjunction with the Company's health plans. The MMHD and GBO acquisitions
expanded the Company's life insurance business both inside and outside of
California. As of December 31, 1998, the Company provided life insurance
products to approximately 2.2 million persons.
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MENTAL HEALTH PLANS
WellPoint offers specialized mental health and substance abuse programs. The
plans cover mental health and substance abuse treatment services on both an
inpatient and an outpatient basis, through a network of approximately 4,200
contracting providers. In addition, approximately 388 employee assistance and
behavioral managed care programs have been implemented for a wide variety of
businesses throughout the United States. As of December 31, 1998, there were
approximately 740,000 members covered under WellPoint's mental health plans.
UTILIZATION MANAGEMENT
In connection with the GBO Acquisition, the Company acquired CCI, a wholly
owned subsidiary of John Hancock Mutual Life Insurance Company. CCI, which now
operates under the trade name UNICARE/CostCare, provides stand-alone utilization
management and other medical management services to other health plans and
self-funded employers. CCI utilization management services are also integrated
into UNICARE product offerings. As of December 31, 1998, the Company had
approximately 2.9 million utilization management members.
DISABILITY PLANS
The Company offers short- and long-term disability programs, usually in
conjunction with the Company's health plans. As of December 31, 1998, the
Company provided long-term or short-term disability coverage to approximately
800,000 individuals.
LONG-TERM CARE INSURANCE
In November 1997, the Company began offering a group of long-term care
insurance products to its California members through its indirect wholly owned
subsidiary BC Life & Health Insurance Company ("BC Life"). These plans, which
are marketed under the Advantage Blue trade name, involve six different
products. The Company's long-term care products include both a skilled nursing
home care plan and comprehensive policies covering skilled, intermediate and
custodial long-term care, including home health care services.
WORKERS' COMPENSATION MANAGED CARE SERVICES
In California, the Company offers workers' compensation managed care
services, including bill review, network access, medical cost management and
utilization management, to employers who self-insure their workers' compensation
coverage, as well as to workers' compensation carriers.
MANAGEMENT SERVICES
WellPoint provides administrative services to large group employers that
maintain self-funded health plans. In California, the Company often has been
able to capitalize on this relationship by subsequently introducing WellPoint's
underwritten managed care products. The Company's managed care services revenues
have expanded considerably during the last three years as a result of the MMHD
and GBO Acquisitions. These businesses, especially the GBO, are comprised of a
higher percentage of administrative services business than the Company's
traditional California business. WellPoint offers managed care services,
including underwriting, actuarial services, medical cost management, claims
processing and administrative services for self-funded employers. WellPoint also
enables employers with self-funded health plans to use WellPoint's California
PPO and HMO provider networks and to realize savings through WellPoint's
favorable provider arrangements, while allowing employers the ability to design
certain health benefit plans in accordance with their own requirements and
objectives. As of December 31, 1998, WellPoint serviced self-insured health
plans covering approximately 2.6 million medical members.
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MARKET RESEARCH AND ADVERTISING
WellPoint conducts market research and advertising programs to develop
products and marketing techniques tailored specifically to customer segments.
WellPoint uses print and broadcast advertising to promote its health care plans.
In addition, the Company engages in promotional activities with agents, brokers
and consultants. WellPoint incurred costs of approximately $43.3 million, $36.5
million and $33.7 million on advertising for the years ended December 31, 1998,
1997 and 1996, respectively.
COMPETITION
The managed health care industry in California is competitive on both a
regional and statewide basis. In addition, in recent years there has been a
trend of increasing consolidation among both national and California-based
health care companies, which may further increase competitive pressures.
WellPoint competes with other companies that offer similar managed health care
plans, some of which have greater resources than WellPoint. Currently, WellPoint
is a market leader in offering managed health care plans to individuals and
small employer groups in California. The medical loss ratio attributable to
WellPoint's individual and small group business has historically been lower than
that for its large employer group business. As a result, a larger portion of
WellPoint's profitability is due to the individual and small group business.
WellPoint has experienced increased competition in this market over the last
several years, which could adversely affect its medical loss ratio and future
financial condition, cash flows or results of operations. See "--Factors That
May Affect Future Results of Operations."
The markets in which the Company operates outside of California are also
highly competitive. Because of the many different markets in which the Company
now serves members, the Company faces unique competitive pressures in regional
markets as well as on a national basis. The Company competes with other
companies that offer managed health care plans as well as traditional indemnity
insurance products. Many of these companies have greater financial and other
resources than the Company and greater market share on either a regional or
national basis. As the Company continues to geographically expand its
operations, it will be subject to national competitive factors as well as unique
competitive conditions that may affect the more localized markets in which the
Company operates.
WellPoint believes that significant factors in the selection of a managed
health care plan by employers and individual members include price, the extent
and depth of provider networks, flexibility and scope of benefits, quality of
services, market presence, reputation (which may be affected by public rankings
or accreditation by voluntary organizations such as the National Committee for
Quality Assurance ("NCQA") and the URAC) and financial stability. WellPoint
believes that it competes effectively against other health care industry
participants.
GOVERNMENT REGULATION
CALIFORNIA
DOC AND DOI REGULATION. WellPoint offers its managed health care services
in California principally through its wholly owned indirect subsidiary Blue
Cross of California, which is subject to regulation by the California Department
of Corporations (the "DOC") under the Knox-Keene Health Care Service Plan Act of
1975 (the "Knox-Keene Act"). The insurance business conducted by BC Life is
regulated by the California Department of Insurance (the "California DOI"). Each
entity is subject to various minimum capital and other requirements, such as
restrictions on the payment of dividends or the issuance of capital stock,
established by its respective regulatory authority. Blue Cross of California's
managed health care programs are also subject to extensive DOC regulation
regarding benefit and coverage levels, relationships with health care providers,
administrative capacity, marketing and advertising, procedures for quality
assurance and subscriber and enrollee grievance resolution. Any material
modifications to the organization or operations of Blue Cross of California are
subject to prior review and approval by the DOC. BC Life must obtain approval
from the California DOI for all of its group insurance policies and certain
aspects of its individual policies prior to issuing those policies, as well as
certain other material actions which BC Life
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may propose to take. The failure to comply with applicable regulations can
subject BCC or BC Life to various penalties, including fines or the imposition
of restrictions on the conduct of its operations.
In 1997, the DOC conducted a triennial medical survey of the Company and
each of its subsidiaries licensed under the Knox-Keene Act. During 1998, the
Company received a preliminary report of the DOC with respect to the surveys.
The Company has provided responses to the preliminary report. Based upon this
preliminary report, the Company does not expect any material impact on its
operations as a result of the surveys. In addition, the DOC conducted a regular
triennial audit during 1998 and early 1999. To date, the Company has not
received any results of this audit from the DOC.
CALIFORNIA HEALTH CARE LEGISLATION. From time to time, new California
legislation is enacted and regulatory interpretations are adopted that adversely
affect WellPoint. For example, California's various small group laws require
that coverage be offered to certain small groups, limit rate increases and
exclusions based on pre-existing conditions, limit waivers (a temporal
limitation of coverage) and impose other requirements designed to increase the
availability of coverage for small groups. This legislation has resulted in
increased claims expense for the Company. There can be no assurance that
compliance with existing or future legislation will not adversely affect
WellPoint's financial condition, cash flows or results of operations.
In 1997, the California Legislature established the Managed Health Care
Improvement Task Force to study and make recommendations regarding managed
health care issues in the state of California. The task force, which was
comprised of appointees chosen by then-California Governor Wilson and by the
Legislature, issued a preliminary report in 1998. The task force's report
included a broad range of recommendations to restructure managed health care in
California, including changes in patient confidentiality requirements,
quality-of-care issues, mandated benefit coverage and the restructuring of
California regulatory oversight of managed health care plans. After providing
its recommendations to Governor Wilson and the California Legislature, the task
force disbanded in 1998. As a result of the task force's recommendations, the
California Legislature did enact new laws in 1998 concerning direct access by
patients to obstetrician/gynecologists, hospital length of stay for mastectomies
and disclosure requirements to members in the individual and small group
markets. During 1998, the California Legislature also enacted new laws, among
others, mandating coverage for prostate cancer screening and certain
reconstructive surgery and requiring health plans under certain circumstances to
continue to cover services rendered by a provider who is not part of the health
plan's provider network.
In December 1998, BCC, along with several other managed care companies and
the California Association of Health Plans, announced an intention to
voluntarily adopt an independent external review program by the end of 1999. BCC
is still in the process of developing the specifics of this program, but it is
anticipated that it will provide members with the opportunity to appeal certain
medical necessity decisions. Since July 1998, BCC has allowed independent
external review of medical necessity decisions involving certain types of
life-threatening illnesses or experimental treatments.
During 1999, the Company expects that legislation may be proposed in
California regarding independent external review, health plan liability and
individual liability of health plan medical directors as well as additional
regulation of the individual market and a variety of other topics. As a result
of the November 1998 California elections, the California governor is now a
member of the same political party as a majority of the members of both houses
of the California Legislature, thereby increasing the likelihood of the passage
of health care reform legislation. While it is still too early to determine if
any additional legislation will be enacted into law, such legislation could have
a material adverse effect on the Company's results of operations, cash flows or
financial condition.
FEDERAL
RECENT FEDERAL HEALTH CARE LEGISLATION. In August 1997, the President
signed into law the Balanced Budget Act of 1997 (the "Balanced Budget Act"). The
Balanced Budget Act included a number of measures affecting the provision of
health care. The act placed restrictions on the variation in Medicare
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reimbursement amounts (so-called "risk adjusters") between counties. HCFA has
released proposed risk adjusters for year 2000 implementation. In addition, the
Balanced Budget Act expanded the managed health plan options available to
Medicare enrollees to include PPO, POS and high deductible health plans intended
for MSAs. Regulations regarding these changes were adopted in June 1998.
Finally, the Balanced Budget Act implemented certain changes with respect to
Medicare supplement programs, including guaranteed coverage issues. Certain of
the changes under the Balanced Budget Act could have the result of increasing
the Company's costs.
In November 1997, the Advisory Commission on Consumer Protection and Quality
in the Health Care Industry (the "Clinton Quality Commission"), which had been
appointed by President Clinton to formulate recommendations regarding health
care quality and the protection of consumers, released a "Consumer Bill of
Rights and Responsibilities" containing a number of general and specific
recommendations regarding the provision of health care in the United States. No
legislation has yet been adopted as a result of its recommendations. In February
1998, the President issued an executive order to the government administrators
of each of the government-sponsored health programs directing them to take
appropriate actions to insure compliance with some or all of the recommendations
made in the Consumer Bill of Rights by various dates on or before December 31,
1999. Compliance with the President's executive order is likely to increase
health plan costs associated with these government-sponsored programs. In 1998,
the Department of Labor also issued proposed regulations regarding a mandated
health plan grievance and appeal process. These regulations would apply to all
plans subject to the Employee Retirement and Income Security Act of 1974
("ERISA"), including employer-funded plans. These regulations, if adopted, could
have the effect of increasing the Company's expenses.
On August 21, 1996, the President signed into law the Health Insurance
Portability and Accountability Act of 1996 (originally known in the Senate as
the Kennedy-Kassebaum bill) ("HIPAA"). HIPAA and the implementing regulations
that have been subsequently adopted impose new obligations for issuers of health
insurance coverage and health benefit plan sponsors. HIPAA requires certain
guaranteed issuance and renewability of health coverage for individuals and
small groups (generally 50 or fewer employees) and limits exclusions based on
preexisting conditions. Most of the insurance reform provisions of HIPAA became
effective for "plan years" beginning July 1, 1997.
Maternity length of stay and mental health parity benefits measures became
effective for plan years beginning January 1, 1998. The maternity stay provision
requires health plans to cover the cost of a 48-hour hospital stay (96 hours
following a Caesarian section). This measure does not mandate the length of
hospital stays but requires that longer stays be covered if deemed necessary by
the mother or her physician (in consultation with the mother). Although many
states already guarantee minimum hospital stays for mothers and newborns, these
measures have further increased WellPoint's claims expense.
MEDICARE LEGISLATION. WellPoint's health benefits programs include products
that are marketed to Medicare beneficiaries as a supplement to their Medicare
coverage. These products are subject to Federal regulations intended to provide
Medicare supplement customers with standard minimum benefits and levels of
coverage and full disclosure of coverage terms and assure that fair sales
practices are employed in the marketing of Medicare supplement coverage.
In California, WellPoint provides a senior plan product under a Medicare +
Choice contract that is subject to regulation by HCFA. Under this contract and
HCFA regulations, if WellPoint's premiums received for Medicare-covered health
care services provided to senior plan Medicare members are more than the
Company's projected costs associated with the provision of health care services
provided to senior plan members, then WellPoint must provide its senior plan
members with additional benefits beyond those required by Medicare or reduce its
premiums, or deductibles or co-payments, if any. HCFA has the right to audit
HMOs operating under Medicare contracts to determine the quality of care being
rendered and the degree of compliance with HCFA's contracts and regulations.
FUTURE HEALTH CARE REFORM. A number of legislative proposals have been made
at the Federal and state levels over the past several years. These proposals
would, among other things, mandate benefits with
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respect to certain diseases or medical procedures, require plans to offer an
independent external review of certain coverage decisions or establish health
plan liability in a manner similar to the Texas legislation discussed in the
following section. There have been proposals made at the Federal level to
implement greater restrictions on employer-funded health plans, which are
generally exempted from state regulation by ERISA.
WellPoint is unable to evaluate what legislation may be proposed and when or
whether any legislation will be enacted and implemented. However, many of the
proposals, if adopted, could have a material adverse effect on WellPoint's
financial condition, cash flows or results of operations, while others, if
adopted, could potentially benefit WellPoint's business.
OTHER STATES
The Company's activities in other states are subject to state regulation
applicable to the provision of managed health care services and the sale of
traditional health indemnity insurance. As a result of the MMHD and GBO
Acquisitions, the Company and certain of its subsidiaries are also subject to
regulation by the DOI in Delaware (which is the state of incorporation and
domicile of UL&H) and in all other states. As the Company expands its offering
of managed care products in new geographic locations, it will be subject to
additional regulation by governmental agencies applicable to the provision of
health care services. The Company believes it is in compliance in all material
respects with all current state regulatory requirements applicable to its
business as presently conducted. However, changes in government regulations
could affect the level of services which the Company is required to provide or
the rates which the Company can charge for its health care products and
services.
As the Company continues to expand its operations outside of California, new
legislative and regulatory developments in Delaware, Texas, Georgia (especially
after the expected completion of the Cerulean transaction) and various other
states will have greater potential effect on the Company's financial condition,
cash flows or results of operations. Over the past few years, there has been an
increase throughout the United States in proposed state legislation regarding,
among other things, mandated benefits, health plan liability, third-party review
of health plan coverage determinations and health plan relationships with
providers. The Company expects that this trend of increased legislation will
continue. In this regard, in early 1999 several bills have been introduced in
the Georgia Legislature, including one that would require managed care plans to
offer coverage for services rendered by out-of-network providers and one that
would establish a "consumer advocate" with authority to review and comment upon
matters pending before the Department of Insurance Commissioner. These laws, if
passed, could have the effect of increasing the Company's claims expense,
especially after the anticipated completion of the Cerulean transaction.
In 1997, the Texas legislature adopted SB 386 which, among other things,
purports to make managed care organizations ("MCOs") such as the Company liable
for the failure by the MCO, its employees or agents to exercise ordinary care
when making "health care treatment decisions" (as defined in the legislation).
The legislation was effective as of September 1, 1997. In September 1998, the
United States District Court for the Southern District of Texas ruled, in part,
that the MCO liability provisions of SB 386 are not preempted by ERISA. To date,
this legislation has not adversely affected the Company's results of operations.
However, although the Company maintains insurance covering such liabilities, to
the extent that this legislation (or similar legislation that may be
subsequently adopted at the Federal or state level) effectively expands the
scope of liability of MCOs, such as the Company, it may have a material adverse
effect on the Company's results of operations and financial condition. Even if
the Company is not held liable under any litigation, the existence of potential
MCO liability may cause the Company to incur greater costs in defending such
litigation.
In connection with the GBO Acquisition, the Company has entered into a
reinsurance arrangement, on a 100% coinsurance basis, of the insured business of
the GBO. This business includes approximately 125 insured persons in Canada
covered by group policies issued to U.S.-based employers. As a result, the
Company may be subject to certain rules and regulations of applicable Canadian
regulatory agencies.
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SERVICE MARKS
WellPoint and its subsidiaries have filed for registration of and maintain
several service marks, trademarks and trade names at the Federal level and in
California, including "Prudent Buyer Plan," "CaliforniaCare" and "UNICARE."
WellPoint, Blue Cross of California and BC Life are currently parties to license
agreements with the Blue Cross Blue Shield Association ("BCBSA") which allow
them to use the Blue Cross name and mark in California with respect to
WellPoint's HMO and PPO network-based plans. Cerulean has also been granted
similar BCBSA licenses for the state of Georgia, which licenses are expected to
be transferred to WellPoint at the closing of the Cerulean transaction. The
BCBSA is a national trade association of Blue Cross and Blue Shield licensees,
the primary function of which is to promote the Blue Cross and Blue Shield
names. Each licensee is an independent legal organization and is not responsible
for the obligations of other BCBSA member organizations. A Blue Cross or Blue
Shield license requires payment of a fee to the BCBSA and compliance with
various requirements established by the BCBSA, including the maintenance of
specified capital. The failure to meet such capital requirements can subject the
Company to certain corrective action, while the failure to meet a lower
specified level of capital can result in termination of the Company's license
agreement with the BCBSA. WellPoint considers the licensed Blue Cross name and
its registered service marks, trademarks and trade names important in the
operation of its business.
EMPLOYEES
At December 31, 1998, WellPoint and its subsidiaries employed approximately
10,600 people. Approximately 140 of the Company's employees are presently
covered by a collective bargaining agreement with the Office and Professional
Employees International Union, Local 29. As a result of the GBO Acquisition,
approximately 209 of the Company's office clerical employees in the greater
Detroit area are presently covered by a collective bargaining agreement with the
International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of
America, Local No. 614. WellPoint believes that its relations with its employees
are good, and it has not experienced any work stoppages.
EXECUTIVE OFFICERS
Leonard D. Schaeffer, age 53, has been Chairman of the Board of Directors
and Chief Executive Officer of the Company since August 1992. From 1989 until
May 1996, Mr. Schaeffer was also Chairman of the Board of Directors and, from
1986, Chief Executive Officer of BCC. From 1982 to 1986, Mr. Schaeffer served as
President of Group Health, Inc., an HMO in the midwestern United States. Prior
to joining Group Health, Inc., Mr. Schaeffer was the Executive Vice President
and Chief Operating Officer of the Student Loan Marketing Association ("Sallie
Mae"), a financial institution that provides a secondary market for student
loans, from 1980 to 1981. From 1978 to 1980, Mr. Schaeffer was the Administrator
of HCFA. HCFA administers the Federal Medicare, Medicaid and Peer Review
Organization programs. Mr. Schaeffer serves as a director of Allergan, Inc.
D. Mark Weinberg, age 46, has been appointed Executive Vice President,
Individual and Small Group Businesses of the Company to be effective April 1999.
From October 1995 until March 1999, he has served as Executive Vice President,
UNICARE Businesses of the Company. From August 1992 until May 1996, Mr. Weinberg
served as a director of the Company. From February 1993 to October 1995, Mr.
Weinberg was Executive Vice President, Consumer and Specialty Services of the
Company. Prior to February 1993, Mr. Weinberg was Executive Vice President of
BCC's Consumer Services Group from December 1989 to February 1993 and was Senior
Vice President of Individual and Senior Services of BCC from April 1987 to
December 1989. From 1981 to 1987, Mr. Weinberg held a variety of positions at
Touche Ross & Co. From 1976 to 1981, Mr. Weinberg was general manager for the
CTX Products Division of PET, Inc.
Ronald A. Williams, age 49, has been appointed Executive Vice President,
Large Group Businesses of the Company to be effective April 1999. From October
1995 until March 1999, he has served as Executive Vice President, Blue Cross of
California Businesses of the Company. From August 1992 until May 1996, Mr.
Williams served as a director of the Company. From February 1993 to October
1995, Mr. Williams was
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Executive Vice President, Group and Network Services of the Company. Prior to
February 1993, Mr. Williams was Executive Vice President of BCC's Group Services
from May 1992 to February 1993. Prior to that time, Mr. Williams served as
Executive Vice President of BCC's Health Services and Products Group from
December 1989 to May 1992 and as BCC's Senior Vice President of Marketing and
Related Products from November 1988 to December 1989. From May 1987 to November
1988 he was Vice President of Corporate Services of BCC. From July 1984 to May
1987 he was Senior Vice President of Vista Health Corporation, an alternative
delivery system for outpatient psychological and substance abuse services of
which he was also a co-founder. Mr. Williams also serves as a director of Syncor
International Corporation.
Joan E. Herman, age 45, joined the Company in June 1998 as Executive Vice
President, Specialty Businesses. Effective April 1999, Ms. Herman is Executive
Vice President, Senior and Specialty Businesses. From 1982 until joining the
Company, Ms. Herman was with Phoenix Home Life Mutual Insurance Company, a
mutual insurance company, most recently serving as Senior Vice President. Ms.
Herman is a member of the Society of Actuaries and American Academy of
Actuaries.
Clifton R. Gaus, age 56, joined the Company in March 1999 as Executive Vice
President and Chief Administrative Officer. From March 1997 until joining the
Company, Mr. Gaus was Senior Vice President, Research and Development of Kaiser
Permanente, a managed health care firm. Mr. Gaus was the owner and president of
a privately owned company, Potomac Valley Landscaping, Inc., from March 1997 to
1998. From February 1992 until March 1997, Mr. Gaus worked in the United States
Department of Health and Human Services, where he served in various positions,
including the Administrator of the Agency for Health Care Policy and Research
and senior advisor for the Office of Assistant Secretary. Mr. Gaus was the
founder and initial President of the Association for Health Services Research.
David C. Colby, age 45, joined the Company in September 1997 as Executive
Vice President and Chief Financial Officer. From April 1996 until joining the
Company, Mr. Colby was Executive Vice President, Chief Financial Officer and
Director of American Medical Response, Inc., a health care services company
focusing on ambulance services and emergency physician practice management. From
July 1988 until March 1996, Mr. Colby was with Columbia/HCA Healthcare
Corporation, most recently serving as Senior Vice President and Treasurer. From
September 1983 until July 1988, Mr. Colby was Senior Vice President and Chief
Financial Officer of The Methodist Hospital in Houston, Texas.
Thomas C. Geiser, age 48, has been Executive Vice President, General Counsel
and Secretary of the Company since May 1996. From July 1993 until May 1996, Mr.
Geiser held the position of Senior Vice President, General Counsel and
Secretary. Prior to joining the Company, he was a partner in the law firm of
Brobeck, Phleger & Harrison from June 1990 to June 1993 and a partner in the law
firm of Epstein Becker Stromberg & Green from May 1985 to May 1990. Mr. Geiser
joined the law firm of Hanson, Bridgett, Marcus, Vlahos & Stromberg as an
associate in March 1979 and became a partner in the firm, leaving in May 1985.
MAY 1996 RECAPITALIZATION AND AUGUST 1997 REINCORPORATION
The Company's predecessor, WellPoint Health Networks Inc., a Delaware
corporation ("Old WellPoint"), was organized in 1992 as a public for-profit
subsidiary of Blue Cross of California ("BCC"), to own and operate substantially
all of the managed health care businesses of BCC. In order to fulfill BCC's
public benefit obligations to the State of California arising out of the
creation of Old WellPoint, BCC and Old WellPoint undertook a recapitalization
(the "Recapitalization") which was concluded on May 20, 1996. As a result of the
Recapitalization, among other things, Old WellPoint merged into BCC, a special
dividend of $995.0 million was made to the shareholders of Old WellPoint and the
California HealthCare Foundation (the "Foundation") became the holder of
53,360,000 shares, or approximately 80%, of the surviving WellPoint entity.
In connection with the Recapitalization, BCC relinquished its rights under
the Blue Cross License Agreement date January 1, 1991, between Blue Cross of
California and the BCBSA. The BCBSA and the
16
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Company entered into a new License Agreement (the "License Agreement"), pursuant
to which the Company became the exclusive licensee for the right to use the Blue
Cross name and related service marks in California and became a member of the
BCBSA. See "--Service Marks."
The License Agreement required that the Foundation enter into a voting trust
agreement (the "Voting Trust Agreement"), pursuant to which the Foundation
deposited into a voting trust (the "Voting Trust") the number of shares of the
Company's Common Stock sufficient to reduce the Foundation's holdings outside
such Voting Trust to a level not in excess of 50% of the voting power of the
outstanding shares of the Company's Common Stock. The shares held by the trustee
under the Voting Trust Agreement (the "Voting Trust Shares") generally must be
voted (i) with respect to elections of directors, where the nominees have been
selected by the Nominating Committee (or, in certain instances, subsets of the
Board) in conformity with procedures set forth in the Company's Bylaws, to
support the position of the Board of Directors, (ii) with certain exceptions, on
matters requiring a vote of at least an absolute majority of all outstanding
shares of Common Stock, as the majority of non-Voting Trust Shares vote, and
(iii) on all other matters, in the identical proportion in favor of or in
opposition to such matters as non-Voting Trust Shares vote. With respect to the
removal of directors, calling of stockholder meetings and amendments of the
Company's Certificate of Incorporation and Bylaws, where such actions are
opposed by the Board of Directors, the Foundation has also agreed under the
Voting Trust Agreement to support the position of the Board of Directors. In
addition, the Voting Trust Agreement requires that the Foundation, through sales
(which may involve exercises of its registration rights discussed below) or
additional deposits into the Voting Trust, reduce its holdings outside the
Voting Trust to 20% and 5% of the outstanding Common Stock on and after June 12,
1998 and June 12, 1999, respectively. As of March 15, 1999, approximately
4,426,818 shares held by the Foundation were subject to the provisions of the
Voting Trust Agreement. As of March 15, 1999, the Foundation owned 17,910,000
shares of WellPoint Common Stock, or approximately 26.6% of the outstanding
Common Stock.
With respect to those shares held by the Foundation in excess of the
"Ownership Limit" (as defined in the Company's Certificate of Incorporation and
discussed further in the following paragraph) that are not subject to the Voting
Trust Agreement, the Foundation has also entered into a voting agreement (the
"Voting Agreement"). The Voting Agreement provides among other things, that the
Foundation, during the period that it continues to own in excess of the
Ownership Limit, will vote all shares of the Company's Common Stock owned by it
in excess of 5% of the outstanding shares (except those shares held pursuant to
the Voting Trust Agreement) in favor of each nominee to the Board of Directors
of the Company who has been nominated by the Nominating Committee of the Board
of Directors, or under certain circumstances, other subsets of the board, all as
set forth in the Company's Bylaws. With respect to the removal of directors,
calling of shareholder meetings and amendment of the Company's Articles of
Incorporation and Bylaws, where such actions are opposed by the Board of
Directors, the Foundation has also agreed under the Voting Agreement to support
the position of the Board of Directors. As of March 15, 1999, approximately
10,112,384 shares held by the Foundation were subject to the Voting Agreement.
At the time of the Recapitalization, the "Ownership Limit" was established
as one share less than 5% of the Company's outstanding voting securities. In
December 1997, the Company and the BCBSA, in accordance with the provisions of
Article VII, Section 14(f)(2) of the Company's Certificate of Incorporation,
agreed to modify the Ownership Limit to be the following: (i) for any
"Institutional Investor," one share less than 10% of the Company's outstanding
voting securities; and (ii) for any "Noninstitutional Investor," other than the
Foundation, one share less than 5% of the Company's outstanding voting
securities. For these purposes, "Institutional Investor" means any person if
(but only if) such person is (1) a broker or dealer registered under Section 15
of the Securities Exchange Act of 1934 (the "Exchange Act"), (2) a bank as
defined in Section 3(a)(6) of the Exchange Act, (3) an insurance company as
defined in Section 3(a)(19) of the Exchange Act, (4) an investment company
registered under Section 8 of the Investment Company Act of 1940, (5) an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940, (6) an employee benefit plan, or pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or an
endowment fund, (7) a parent
17
<PAGE>
holding company, provided the aggregate amount held directly by the parent, and
directly and indirectly by its subsidiaries which are not persons specified in
paragraphs (1) through (6), does not exceed one percent of the securities of the
subject class, or (8) a group, provided that all the members are persons
specified in paragraphs (1) through (7). In addition, every filing made by such
person with the SEC under Regulation 13D-G (or any successor Regulation) under
the Exchange Act with respect to such person's beneficial ownership must contain
a certification (or a substantially similar one) that the WellPoint Common Stock
acquired by such person was acquired in the ordinary course of business and was
not acquired for the purpose of and does not have the effect of changing or
influencing the control of WellPoint and was not acquired in connection with or
as a participant in any transaction having such purpose or effect. For such
purposes, "Noninstitutional Investor" means any person that is not an
Institutional Investor.
In connection with the Recapitalization, the Company and the Foundation also
entered into a registration rights agreement (the "Registration Rights
Agreement") with respect to the shares of the Company held by the Foundation.
The Registration Rights Agreement grants the Foundation (and certain transferees
of the shares covered by the Registration Rights Agreement), certain demand and
"piggyback" registration rights. The undertakings made by Old WellPoint in order
to secure the DOC's approval of the Recapitalization required the Foundation to
make certain minimum annual distributions beginning in 1997. In order to fund
such required distributions, the Foundation may make sales from time to time of
shares of the Company's Common Stock pursuant to the exercise of its rights
under the Registration Rights Agreement.
In connection with the Recapitalization, BCC also received a ruling from the
IRS that, among other things, the conversion of BCC from a nonprofit public
benefit corporation to a for-profit entity (the "BCC Conversion") qualified as a
tax-free transaction and that no gain or loss was recognized by BCC for Federal
income tax purposes. The Foundation and the Company have entered into an
Indemnification Agreement which provides, with certain exceptions, that the
Foundation will indemnify WellPoint against the net tax liability as a result of
a revocation or modification, in whole or in part, of the ruling by the IRS or a
determination by the IRS that the BCC Conversion constitutes a taxable
transaction for Federal income tax purposes.
In August 1997, pursuant to approval by the stockholders at the Company's
1997 Annual Meeting, the Company reincorporated in the state of Delaware. Each
of the material agreements (other than the Indemnification Agreement) entered
into in connection with the Recapitalization was amended and restated on
substantially similar terms at the time of the reincorporation.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATION
Certain statements contained in "Item 1. Business," such as statements
concerning the Company's geographic expansion and other business strategies, the
effect of recent health care reform legislation and small group membership
growth and other statements contained herein regarding matters that are not
historical facts, are forward-looking statements (as such term is defined in the
Exchange Act). Such statements involve a number of risks and uncertainties that
may cause actual results to differ from those projected. Factors that can cause
actual results to differ materially include, but are not limited to, those
discussed below. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
FEDERAL AND STATE HEALTH CARE REGULATION; LEGISLATIVE REFORM; ACTIVITIES AS
GOVERNMENT CONTRACTOR
WellPoint's operations are subject to substantial regulation by Federal,
state and local agencies. As a result of the MMHD and GBO Acquisitions,
WellPoint is now subject to the authority of state regulatory agencies in all 50
states. Such regulation may either relate to the Company's business operations
or to the financial condition of regulated subsidiaries. With regard to the
former, regulation typically covers prescribed benefits, relationships with
providers, marketing, advertising, quality assurance and member grievance
resolution. With regard to the latter, regulation typically governs the amount
of capital required to be retained in regulated subsidiaries and the ability of
such subsidiaries to pay dividends. There can be
18
<PAGE>
no assurance that any future regulatory action by any such agencies will not
have a material adverse effect on the profitability or marketability of
WellPoint's health plans, the Company's ability to access capital from the
operations of its regulated subsidiaries or on its financial condition, cash
flows or result of operations.
In addition to capital requirements imposed by the California Department of
Corporations and Department of Insurance, the Company and its BCBSA-licensed
affiliates are required to maintain certain levels of capital to satisfy BCBSA
requirements. During 1998, the National Association of Insurance Commissioners
(the "NAIC"), the trade association representing state insurance regulators,
adopted a risk-based capital formula for licensed managed care organizations
called Managed Care Organization Risk-Based Capital ("MCORBC"). The NAIC also
approved an accompanying Risk-Based Capital for Health Organizations Model Act
(the "Model Act"), which will serve as a model for states considering enacting
new legislation. The BCBSA is expected to transition to the MCORBC formula
effective as of December 31, 1999. If adopted by states, the minimum capital
requirements under the Model Act are not expected to have a material impact on
the Company, although there can be no assurances that new minimum capital
requirements will not increase the Company's capital requirements in the future.
The health care industry has become the subject of greater legislative and
media scrutiny in recent years. In 1996, the President signed HIPAA into law as
well as maternity length of stay and mental health parity measures. The
maternity length of stay and mental health parity measures took effect as of
January 1, 1998. See "--Government Regulation." Various states have passed
similar legislation, some providing for more extensive benefits than those
required by HIPAA. An increasing number of proposals are being considered by the
United States Congress and state legislature relating to health care reform and
the Company expects that some of such proposals will be enacted. There can be no
assurance that compliance with recently enacted or future legislation will not
have a material adverse impact on WellPoint's claims expense, its financial
condition, cash flows or results of operations.
The Company provides administrative services for Medi-Cal for the DHS in
various California counties. The Company also provides similar services for HCFA
in various capacities, including certain Medicare programs and under its Blue
Cross Senior Secure plan. There can be no assurance that acting as a government
contractor in these circumstances will not increase the risk of heightened
scrutiny by such government agencies, particularly in light of governmental
concern with increasing health care costs. Further, there can be no assurance
any such heightened scrutiny will not have a material adverse effect on the
Company either through negative publicity about the Company or through an
adverse impact on the Company's results of operations.
HEALTH CARE COSTS AND PREMIUM PRICING PRESSURES
WellPoint's future profitability will depend in part on accurately
predicting health care costs and on its ability to control future health care
costs through underwriting criteria, utilization management, product design and
negotiation of favorable provider and hospital contracts. Changes in utilization
rates, demographic characteristics, health care practices, inflation, new
technologies, clusters of high-cost cases, continued consolidation of physician,
hospital and other provider groups, the regulatory environment and numerous
other factors affecting health care costs may adversely affect WellPoint's
ability to predict and control health care costs as well as WellPoint's
financial condition or results of operations. Periodic renegotiation of hospital
and other provider contracts, coupled with continued consolidation of physician,
hospital and other provider groups, may result in increased health care costs or
limit the Company's ability to negotiate favorable rates. Recently, large
physician practice management companies have experienced extreme financial
difficulties (including bankruptcy), which may subject the Company to increased
credit risk related to provider groups.
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In addition to the challenge of controlling health care costs, the Company
faces competitive pressure to contain premium prices. While health plans compete
on the basis of many factors, including service and the quality and depth of
provider networks, the Company expects that price will continue to be a
significant basis of competition. Fiscal concerns regarding the continued
viability of programs such as Medicare and Medicaid may cause decreasing
reimbursement rates for government-sponsored programs. WellPoint's financial
condition or results of operations would be adversely affected by significant
premium decreases by any of its major competitors or by any limitation on the
Company's ability to increase or maintain its premium levels.
PENDING TRANSACTION WITH CERULEAN
WellPoint has entered into the Merger Agreement with Cerulean pursuant to
which Cerulean will become a wholly owned subsidiary of the Company. (See
"--Recent Developments--Pending Transaction with Cerulean.") Completion of the
Merger is subject to the satisfaction of a number of conditions, including
approval by the Georgia Department of Insurance. There can be no assurances that
the required approvals will be obtained. In addition, the timing of the
resolution of the Conversion Litigation could delay the closing. If all
conditions to closing are not met on or before July 8, 1999, each of WellPoint
and Cerulean will have the right to terminate the Merger Agreement. As a result,
there can be no assurances that the transaction will be consummated.
As a condition to approval of the transaction, regulatory agencies may
impose requirements or limitations on the way that the combined company conducts
its business. If WellPoint or Cerulean were to agree to any material
requirements or limitations in order to obtain approvals, such requirements or
limitations or additional costs associated therewith could adversely affect
WellPoint's ability to intergrate the operations of Cerulean with those of
WellPoint. Accordingly, a material adverse effect on WellPoint's revenues and
results of operations following the merger could result.
INTEGRATION OF ACQUISITIONS; GEOGRAPHIC EXPANSION STRATEGY; FUTURE ACQUISITIONS
One component of the Company's business strategy has been to diversify into
new geographic markets, particularly through strategic acquisitions. The Company
completed the MMHD acquisition in March 1996 and the GBO acquisition in March
1997. During 1997 and 1998, the Company worked extensively on the integration of
these acquired businesses, including consolidating existing operations sites and
converting certain accounts to the Company's information systems. The Company is
continuing the consolidation of these recently acquired operations into its
operations, which will require considerable expenditures and a significant
amount of management time. Assuming the acquisition of Cerulean is consummated,
WellPoint will then undertake similar integration efforts for this acquired
business. Due to the complex nature of the merger integration process,
particularly the information systems designed to serve these businesses, the
Company may temporarily experience increases in claims inventory or other
service-related issues that may negatively affect the Company's relationship
with its customers and contribute to increased attrition of such customers. The
success of these acquisitions will, among other things, also require the
integration of a significant number of the employees into the Company's existing
operations and the completion of the integration of separate information
systems. No assurances can be given regarding the ultimate success of the
integration of these acquisitions into the Company's business.
Both the acquired MMHD operations and the GBO have some indemnity-based
insurance operations, with a significant number of members outside of
California. Each of these operations experienced varying profitability or losses
in recent periods. As anticipated at the time of acquisition, the Company has
experienced material membership attrition related to these businesses in 1998
and the early part of 1999 and expects to continue to experience membership
attrition during 1999 as it pursues its strategy of motivating traditional
indemnity health insurance members to select managed care products. There can be
no assurances that a sufficient number of these members will accept managed care
health plans or that the Company will be able to continue existing relationships
with provider networks currently serving those
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<PAGE>
members or develop satisfactory proprietary provider networks in these
geographic areas. The development of such networks will require considerable
expenditures by the Company.
As the Company pursues its geographic expansion strategy, the Company's
market share in new markets will not be as significant, and its provider
networks not as extensive, as in California, and the Company will not have the
benefit of the Blue Cross mark (except in Georgia after completion of the
Cerulean transaction), which are important components of its success in
California. After an initial transition period, the Company will also no longer
have the benefit of the MassMutual or John Hancock trade names under which these
acquired operations were previously conducted. There can be no assurance that
the absence of one or more of these elements will not adversely affect the
success of the Company's geographic expansion strategy.
The Company actively considers acquisition opportunities on a regular basis,
both in connection with its geographic expansion strategy and its California
operations. Except with respect to Cerulean, the Company currently has no
existing agreements or commitments to effect any material acquisition.
Accordingly, there can be no assurance that the Company will be able to identify
additional acquisition candidates available for sale at reasonable prices or
consummate any acquisition or that any discussions will result in an
acquisition. Any such acquisitions may require significant additional capital
resources and there can be no assurance that the Company will have access to
adequate capital resources to effect such future acquisitions. To the extent
that the Company consummates acquisitions, there can be no assurance that such
acquisitions will be successfully integrated into the Company or that such
acquisitions will not adversely affect the Company's results of operations, cash
flows and financial condition.
COMPETITION
Managed health care organizations operate in a highly competitive
environment that is subject to significant change from business consolidations,
new strategic alliances, legislative reform, aggressive marketing practices by
other managed health care organizations and other market pressures. A
significant portion of the Company's operations are in California, where the
managed health care industry is especially competitive. In addition, the managed
health care industry in California has undergone significant changes in recent
years, including substantial consolidation. Outside of California, the Company
faces competition from other regional and national companies, many of which have
(or due to future consolidation, may have) significantly greater financial and
other resources and market share than the Company. If competition were to
further increase in any of its markets, WellPoint's financial condition, cash
flows or results of operations could be materially adversely affected.
A substantial portion of WellPoint's California business is in the
individual and small employer group market, where the loss ratio is
significantly lower than in the large employer group market. The individual and
small employer group business constituted approximately 34% of WellPoint's total
premium revenue for the year ended December 31, 1998. WellPoint has experienced
increasing competition in the individual and small employer group market over
the past several years, which could adversely affect WellPoint's loss ratio and
future financial condition or results of operations. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."
EVOLVING THEORIES OF RECOVERY
WellPoint, like health insurers generally, excludes certain health care
services from coverage under its HMO, PPO and other plans. In the ordinary
course of business, WellPoint is subject to the claims of its members from
decisions to restrict reimbursement for certain treatments. The loss of even one
such claim, if it were to result in a significant punitive damage award, could
have a material adverse effect on WellPoint's financial condition or results of
operations. In addition, the risk of potential liability under punitive damage
theories may significantly increase the difficulty of obtaining reasonable
settlements of coverage claims. The financial and operational impact that such
evolving theories of recovery may have on
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the managed care industry generally, or WellPoint in particular, is presently
unknown. See "--Government Regulation."
DEPENDENCE ON INDEPENDENT AGENTS AND BROKERS
The Company is dependent on the services of independent agents and brokers
in the marketing of its health care plans, particularly with respect to
individual and small employer group members. Such independent agents and brokers
are typically not exclusively dedicated to the Company and may frequently also
market health care plans of the Company's competitors. The Company faces intense
competition for the services and allegiance of independent agents and brokers.
EMPLOYEE MATTERS
The Company is dependent on retaining existing employees and attracting and
retaining additional qualified employees to meet its future needs. The Company
faces intense competition for qualified employees, particularly during the
present economic environment of low unemployment, and there can be no assurance
that the Company will be able to attract and retain such employees or that such
competition among potential employers will not result in increasing salaries.
There can be no assurance that an inability to retain existing employees or
attract additional employees will not have a material adverse effect on the
results of operations of the Company. The Company is especially dependent on
attracting and retaining qualified computer programmers and other information
technology personnel. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Year 2000."
EFFECT OF YEAR 2000 ON COMPUTER SYSTEMS AND APPLICATIONS
The Company has developed and is in the midst of executing a comprehensive
plan designed to address the year 2000 issue for its information technology
("IT") and non-information technology systems and applications ("non-IT
systems"). With respect to IT systems, during 1997 the Company completed a
detailed risk assessment of its various computer systems, business applications
and other affected systems, formulated a plan for specific remediation efforts
and began certain of such remediation efforts. During 1998 and the first quarter
of 1999, the Company completed its remediation efforts and undertook internal
testing of its systems and applications. In the second quarter of 1999, the
Company expects to undergo third-party review of certain of its year 2000
remediation efforts. This third party review will include an assessment of
certain procedures undertaken by the Company as well as a computer software test
of select portions of the Company's computer code. With respect to non-IT
systems, the Company is currently in the process of completing the replacement
or renovation of Company-owned systems to address year 2000 issues. The Company
is also completing an assessment and, where appropriate, obtaining
certifications, from property owners that non-IT systems in leased facilities
will be remediated or replaced on a timely basis. The Company currently expects
that its year 2000 remediation efforts and third-party review with respect to
non-IT systems will be completed in the second quarter of 1999. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000" for a more comprehensive discussion of the year 2000
issue, the steps being taken by the Company to address it and the potential
effects on the Company's results of operations, cash flows and financial
condition of this issue.
TAX ISSUES RELATING TO THE RECAPITALIZATION
In connection with the Recapitalization, BCC received a ruling from the IRS
that, among other things, the BCC Conversion qualified as a tax-free transaction
and that no gain or loss was recognized by BCC for Federal income tax purposes.
If the ruling were subsequently revoked, modified or not honored by the IRS (due
to a change in law or for any other reason), WellPoint, as the successor to BCC,
could be subject to Federal income tax on the difference between the value of
BCC at the time of the BCC Conversion and BCC's tax basis in its assets at the
time of the BCC Conversion. The potential tax liability to WellPoint if
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the BCC Conversion is treated as a taxable transaction is currently estimated to
be approximately $696 million, plus interest (and possibly penalties). BCC and
the Foundation entered into an Indemnification Agreement that provides, with
certain exceptions, that the Foundation will indemnify WellPoint against the net
tax liability as a result of a revocation or modification, in whole or in part,
of the ruling by the IRS or a determination by the IRS that the BCC Conversion
constitutes a taxable transaction for Federal income tax purposes. In the event
a tax liability should arise against which the Foundation has agreed to
indemnify WellPoint, there can be no assurance that the Foundation will have
sufficient assets to satisfy the liability in full, in which case WellPoint
would bear all or a portion of the cost of the liability, which could have a
material adverse effect on WellPoint's financial condition.
ITEM 2. PROPERTIES.
Effective as of January 1, 1996, the Company entered into a lease for Blue
Cross of California's Woodland Hills, California headquarters facility, which
provides for a term expiring in December 2019 with two options to extend the
term for up to two additional five-year terms. Rent expense under the lease was
approximately $8.4 million during 1998. In 1997, the Company entered into a
lease, which expires in December 2019, for its new headquarters facility located
in Thousand Oaks, California. This facility was completed in January 1999. The
Company and its subsidiaries have additional offices in the greater Los Angeles
and Ventura County area. As a result of the MMHD and GBO acquisitions and the
Company's continuing national expansion efforts, the Company maintains offices
in various other locations, including Springfield, Massachusetts; Charlestown,
Massachusetts; Schaumburg, Illinois; Dearborn, Michigan; and Plano, Texas.
ITEM 3. LEGAL PROCEEDINGS.
WellPoint and certain of its subsidiaries are parties to various legal
proceedings, many of which involve claims for coverage encountered in the
ordinary course of its business. WellPoint, like health plans generally,
excludes certain health care services from coverage under its HMO, PPO and other
plans. In the ordinary course of its business, WellPoint is subject to the
claims of its enrollees arising out of decisions to restrict reimbursement for
certain treatments. The loss of even one such claim, if it resulted in a
significant punitive damage award, could have a material adverse effect on
WellPoint. In addition, the risk of potential liability under punitive damage
theories may increase significantly the difficulty of obtaining reasonable
settlements of coverage claims. Further, legislation that would establish the
liability of health plans for medical decisions is pending in various states.
See "Item 1. Business--Government Regulation." The financial and operational
impact that such evolving theories of recovery will have on the managed care
industry generally, or WellPoint in particular, is at present unknown. Certain
of such legal proceedings are or may be covered under insurance policies or
indemnification agreements. Based upon information presently available, the
Company believes that the final outcome of all such proceedings should not have
a material adverse effect upon WellPoint's results of operations, cash flows or
financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock has been traded on the New York Stock Exchange
under the symbol "WLP" since the Company's initial public offering on January
27, 1993. The following table sets forth for the periods indicated the high and
low sale prices for the Common Stock.
<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Year Ended December 31, 1997
First Quarter............................................................... $45 7/8 $32 7/8
Second Quarter.............................................................. 51 37 3/4
Third Quarter............................................................... 60 1/2 46 1/4
Fourth Quarter.............................................................. 58 13/16 38 13/16
Year Ended December 31, 1998
First Quarter............................................................... 70 1/16 42 1/4
Second Quarter.............................................................. 74 61 15/16
Third Quarter............................................................... 74 11/16 51 1/4
Fourth Quarter.............................................................. 87 51 7/16
</TABLE>
On March 15, 1999 the closing price on the New York Stock Exchange for the
Company's Common Stock was $73 13/16 per share. As of March 15, 1999, there were
approximately 209 holders of record of Common Stock.
The Company did not pay any dividends on its Common Stock in 1997 or 1998.
Management currently expects that all of WellPoint's future income will be used
to expand and develop its business. The Board of Directors currently intends to
retain the Company's net earnings during 1999.
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ITEM 6. SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA, MEMBERSHIP ---------------------------------------------------------------
DATA AND OPERATING STATISTICS) 1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME STATEMENTS(A)
Revenues:
Premium revenue.............................. $ 5,934,812 $ 5,068,947 $ 3,699,337 $ 2,776,760 $ 2,564,371
Management services revenue.................. 433,960 377,138 147,911 61,151 36,253
Investment income............................ 109,578 196,153 123,584 120,913 92,188
----------- ----------- ----------- ----------- -----------
6,478,350 5,642,238 3,970,832 2,958,824 2,692,812
Operating Expenses:
Health care services and other benefits...... 4,776,345 4,087,420 2,825,914 2,090,036 1,865,887
Selling expense.............................. 280,078 249,389 202,318 177,058 161,596
General and administrative expense........... 975,099 836,581 543,541 327,951 320,417
Nonrecurring costs........................... -- 14,535 -- 57,074 --
----------- ----------- ----------- ----------- -----------
6,031,522 5,187,925 3,571,773 2,652,119 2,347,900
----------- ----------- ----------- ----------- -----------
Operating Income............................... 446,828 454,313 399,059 306,705 344,912
Interest expense............................. 26,903 36,658 36,628 -- --
Other expense, net........................... 27,939 31,301 25,195 9,718 5,504
----------- ----------- ----------- ----------- -----------
Income from Continuing Operations before
Provision for Income Taxes................... 391,986 386,354 337,236 296,987 339,408
Provision for Income Taxes................... 72,438 156,917 138,718 122,232 137,149
----------- ----------- ----------- ----------- -----------
Income from Continuing Operations 319,548 229,437 198,518 174,755 202,259
Income (Loss) from Discontinued Operations... (88,268) (2,028) 3,484 5,234 10,911
----------- ----------- ----------- ----------- -----------
Net Income..................................... $ 231,280 $ 227,409 $ 202,002 $ 179,989 $ 213,170
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Per Share Data(A)(B)(C):
Income from Continuing Operations:
Earnings Per Share......................... $ 4.63 $ 3.33 $ 2.99 $ 2.63 $ 3.05
Earnings Per Share Assuming Full
Dilution................................. $ 4.55 $ 3.30 $ 2.99 $ 2.63 $ 3.05
Income (Loss) from Discontinued Operations:
Earnings Per Share......................... $ (1.28) $ (0.03) $ 0.05 $ 0.08 $ 0.16
Earnings Per Share Assuming Full
Dilution................................. $ (1.26) $ (0.03) $ 0.05 $ 0.08 $ 0.16
Net Income:
Earnings Per Share......................... $ 3.35 $ 3.30 $ 3.04 $ 2.71 $ 3.21
Earnings Per Share Assuming Full
Dilution................................. $ 3.29 $ 3.27 $ 3.04 $ 2.71 $ 3.21
OPERATING STATISTICS (A)(D):
Loss ratio..................................... 80.5% 80.6% 76.4% 75.3% 72.8%
Selling expense ratio.......................... 4.4% 4.6% 5.3% 6.2% 6.2%
General and administrative expense ratio....... 15.3% 15.4% 14.1% 11.6% 12.3%
Net income ratio............................... 3.6% 4.2% 5.3% 6.3% 8.2%
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(A):
Cash and investments........................... $ 2,764,302 $ 2,560,537 $ 1,849,814 $ 1,981,532 $ 1,724,026
Total assets................................... $ 4,225,834 $ 4,234,124 $ 3,149,378 $ 2,471,360 $ 2,185,950
Long-term debt................................. $ 300,000 $ 388,000 $ 625,000 -- --
Total equity................................... $ 1,315,223 $ 1,223,169 $ 870,459 $ 1,670,226 $ 1,418,919
Cash dividends declared per common share(E).... -- -- $ 10.00 -- --
MEDICAL MEMBERSHIP(F)............................ 6,892,000 6,638,000 4,485,000 2,797,000 2,617,000
</TABLE>
25
<PAGE>
- --------------------------
(A) Financial information prior to 1998 has been restated to present the
workers' compensation business as a discontinued operation.
(B) Per share data for all periods presented prior to 1996 have been recomputed
using 66,366,500 shares, the number of shares outstanding immediately
following completion of the Recapitalization. Per share data for the year
ended December 31, 1996 has been calculated using such 66,366,500 shares,
plus the weighted average number of shares issued since the
Recapitalization.
(C) Per share data includes nonrecurring costs of $0.13 per share and $0.52 per
share for 1997 and 1995, respectively.
(D) The loss ratio represents health care services and other benefits as a
percentage of premium revenue. All other ratios are shown as a percentage of
premium revenue and management services revenue.
(E) The Company paid a $995.0 million special dividend in conjunction with the
Recapitalization which occurred on May 20, 1996. Management currently
expects that all of the Company's future income will be used to expand and
develop its business.
(F) Membership numbers are approximate and include some estimates based upon the
number of contracts at the relevant date and an actuarial estimate of the
number of members represented by each contract.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors
including, but not limited to, those set forth under "Factors That May Affect
Future Results of Operations."
GENERAL
The Company is one of the nation's largest publicly traded managed health
care companies. As of December 31, 1998, WellPoint had approximately 6.9 million
medical members and approximately 25 million specialty members. The Company
offers a broad spectrum of network-based managed care plans. WellPoint provides
these plans to the large and small employer, individual and senior markets. The
Company's managed care plans include HMOs, PPOs, POS plans, other hybrid plans
and traditional indemnity plans. In addition, WellPoint offers managed care
services, including underwriting, claims processing, actuarial services, network
access and medical cost management. The Company also provides a broad array of
specialty and other products, including pharmacy, dental, utilization
management, life insurance, preventive care, disability insurance, behavioral
health, COBRA and flexible benefits account administration.
As discussed in Note 11 to the Consolidated Financial Statements, during
1998, the Company discontinued its workers' compensation operations. All
financial information presented herein has been restated in both current and
prior periods to exclude the workers' compensation operations and the discussion
and analysis that follows has been modified accordingly.
In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of a Business Enterprise," the Company was organized
into two primary segments, the California and National business segments, during
the year ended December 31, 1998. Effective April 1, 1999, the Company intends
to modify its internal business operations. It is anticipated that the impact of
this internal change will also affect the disclosures of the Company's segments
from that presented as of December 31, 1998. The Company is currently evaluating
the effect of this proposed change and expects that future filings under the
Securities Exchange Act of 1934 on or after the effective date of this
reorganization will reflect such modified segments.
26
<PAGE>
SALE OF WORKERS' COMPENSATION SEGMENT
On July 29, 1998, WellPoint entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") by and between WellPoint and Fremont Indemnity
Company ("Fremont"). Pursuant to the Stock Purchase Agreement, Fremont acquired
all of the outstanding capital stock of UNICARE Specialty Services, Inc., a
wholly owned subsidiary of WellPoint ("UNICARE Specialty"). The transaction was
completed on September 1, 1998. The principal asset of UNICARE Specialty was the
capital stock of UNICARE Workers' Compensation Insurance Company ("UNICARE
Workers' Compensation"). The purchase price for the acquisition was the
statutory surplus (adjusted in accordance with the terms of the Purchase
Agreement) of UNICARE Workers' Compensation as of the date of the closing. The
purchase price based upon adjusted statutory surplus of UNICARE Workers'
Compensation as of September 1, 1998, the closing date of the transaction, was
approximately $110.0 million. Subsequent to September 1, 1998, the Company and
Fremont are jointly marketing integrated workers' compensation and medical
insurance products in the small employer group market.
NATIONAL EXPANSION AND OTHER RECENT DEVELOPMENTS
In an effort to pursue the expansion of the Company's National business
segment, during the past three years the Company has completed the acquisition
of two businesses outside the state of California, the Life and Health Benefits
Management Division ("MMHD") of Massachusetts Mutual Life Insurance Company and
the Group Benefits Operations (the "GBO") of John Hancock Mutual Life Insurance
Company. The purchase method of accounting has been used to account for both of
the aforementioned transactions. The excess purchase price over net assets
acquired was approximately $172.5 million for the GBO and $251.0 million for
MMHD. During the fourth quarter of 1998, the Company re-evaluated the useful
life of the intangible assets and goodwill related to these acquisitions and
reduced such composite lives from 35 to 20 years. The Company's pending
transaction with Cerulean Companies, Inc. is also a component of this expansion.
On March 1, 1997, the Company completed its acquisition of the GBO. The
purchase price was $89.7 million, subject to the resolution of certain items
related to the post-closing audit. The purchase method of accounting has been
used to account for the acquisition of the GBO. The GBO, with an associated 1.3
million acquired members, targets large employers with 5,000 or more employees
and a majority of the medical members it serves are in health plans that are
self-funded by employers.
As a result of the GBO and MMHD acquisitions, the Company has significantly
expanded its operations outside of California. In order to integrate its
acquired businesses and implement the Company's regional expansion strategy, the
Company will need to develop satisfactory provider and sales networks and
successfully convert these books of business to the Company's existing
information systems, which will require additional expenditures by the Company.
On May 20, 1996, the Company completed the Recapitalization, including the
acquisition of the commercial operations of BCC (the "BCC Commercial
Operations") for $235.0 million in cash. The Recapitalization included the
payment of a $995.0 million special dividend funded by $775.0 million in
revolving debt and the remainder in cash. In September 1998, the Company
received a private letter ruling from the Internal Revenue Service with respect
to the treatment of certain payments in conjunction with the Recapitalization
and acquisition of the BCC Commercial Operations. The ruling allows the Company
to deduct as an ordinary and necessary business expense an $800 million cash
payment made by Blue Cross of California in May 1996 to one of two newly formed
charitable foundations. As a result of such private letter ruling, the Company
reduced the remaining intangible asset related to its acquisition of the BCC
Commercial Operations to zero. (See Note 8 to the Consolidated Financial
Statements.)
The Company has acquired certain businesses over the last three years which
historically experienced a higher overall loss ratio than the Company. These
acquired businesses have contributed to an increase in the Company's overall
loss ratio. In order to control the respective loss ratios and reduce the
financial risk
27
<PAGE>
of these acquired businesses, the Company has undertaken a variety of measures,
including significant premium increases and changes in product design. The GBO
and MMHD businesses have historically also experienced a higher administrative
expense ratio than the Company's traditional California business due to the
higher percentage of management services business. These higher administrative
expense ratios have contributed to an increase in the Company's overall
administrative expense ratio since the respective dates of acquisition.
PENDING ACQUISITION OF CERULEAN
On July 9, 1998, the Company entered into an Agreement and Plan of Merger
with Cerulean Companies Inc. ("Cerulean") (See Note 23 to the Consolidated
Financial Statements). Cerulean, principally through its Blue Cross Blue Shield
of Georgia subsidiary, offers insured and administrative services products
primarily in the State of Georgia. Cerulean has historically experienced a
higher administrative expense ratio than the Company's core businesses due to
its higher concentration of administrative services business. Cerulean has also
historically experienced a higher loss ratio than the Company's core businesses
due to its higher percentage of large group business, which generally reduces
the Company's overall risk and also underwriting margins. Accordingly, it is
expected that Cerulean's higher loss and administrative expense ratios will
ultimately contribute to an increase in those ratios for the Company after the
transaction is completed. This transaction is expected to be completed in the
second half of 1999.
LEGISLATION
A variety of health care reform measures are currently pending or have been
recently enacted at the Federal, state and local levels. Federal legislation
enacted during the last two years seeks, among other things, to insure the
portability of health coverage and mandates minimum maternity hospital stays.
These and other proposed measures may have the effect of dramatically altering
the regulation of health care and of increasing the Company's loss ratio or
decreasing the affordability of the Company's products. In May 1997, the Texas
Legislature adopted Senate Bill No. 386 ("SB 386"). Among other things, this
legislation purports to make managed care organizations ("MCOs") such as the
Company liable for the failure by the MCO, its employees or agents to exercise
ordinary care when making "health care treatment decisions" (as defined in SB
386). The legislation was effective as of September 1, 1997. In September 1998,
the United States District Court for the Southern District of Texas ruled, in
part, that the MCO liability provisions of SB 386 are not preempted by the
Federal Employee Retirement Income Security Act of 1974 ("ERISA"). To date, this
legislation has not adversely affected the Company's results of operations.
Similar legislation is currently pending in both the California and Georgia
legislatures. Although the Company maintains insurance covering such
liabilities, to the extent that this legislation (or similar legislation that
may be subsequently adopted at the Federal or state level) effectively expands
the scope of liability of MCOs such as the Company, it may have a material
adverse effect on the Company's results of operations, financial condition or
cash flows. Even if the Company is not held to be liable under any litigation,
the existence of potential MCO liability may cause the Company to incur greater
costs in defending such litigation.
YEAR 2000
The Company is substantially dependent on its computer systems, business
applications and other information technology systems ("IT systems"), due to the
nature of its managed health care business and the increasing number of
electronic transactions in the industry. Historically, many IT systems were
developed to recognize the year as a two-digit number, with the digits "00"
being recognized as the year 1900. The year 2000 presents a number of potential
problems for such systems, including potentially significant processing errors
or failure. Given the Company's reliance on its computer systems, the Company's
results of operations could be materially adversely affected by any significant
errors or failures. Additionally, the year 2000 presents potential problems for
other systems and applications containing date-
28
<PAGE>
dependent embedded microprocessors ("non-IT systems"), such as elevators and
heating and ventilation equipment.
The Company has developed and is in the midst of executing a comprehensive
plan designed to address the "year 2000" issue for its IT and non-IT systems and
applications. With respect to IT systems, during 1997 the Company completed a
detailed risk assessment of its various computer systems, business applications
and other affected systems, formulated a plan for specific remediation efforts
and began certain of such remediation efforts. During 1998 and the first quarter
of 1999, the Company completed its remediation efforts and undertook internal
testing of its systems and applications. In the second quarter of 1999, the
Company expects to undergo third-party review of certain of its year 2000
remediation efforts. This third party review will include an assessment of the
procedures undertaken by the Company as well as a computer software test of
selected portions of the Company's computer code. With respect to non-IT
systems, the Company is currently in the process of completing the replacement
or renovation of Company-owned systems to address year 2000 issues. The Company
is also undertaking a review of non-IT systems in leased facilities and, where
appropriate, obtaining certifications from the property owners that non-IT
systems in leased facilities will be remediated or replaced on a timely basis.
The Company currently expects that its year 2000 remediation efforts and
third-party review with respect to non-IT systems will be completed by the
second quarter of 1999.
The Company currently estimates that its costs related to year 2000
compliance remediation for Company-owned IT systems and applications will be
approximately $6 to $7 million in 1999. The amounts expected to be expended
during 1999 represent less than 5% of the Company's IT systems budget. During
the year ended December 31, 1998, the Company expended approximately $16.9
million and $1.3 million for remediation of its IT software systems and
applications and for renovation or replacement of its telecommunications
equipment, respectively. The Company currently estimates that its total costs in
1999 with respect to non-IT systems and applications will be approximately $1.0
million. The Company's expenditures with respect to non-IT systems will include
the acquisition of back-up power supplies for the Company's headquarters and
data center facilities. The Company expenses year 2000 remediation costs as
incurred and expects to fund these costs through cash flow from operations.
While the immediacy of year 2000 compliance measures has caused the Company to
defer or cancel certain IT projects, the Company does not expect such actions to
have a material effect on the Company's results of operations, cash flows or
financial condition. Assuming the Company's pending acquisition of Cerulean is
consummated (see Note 23 to the Consolidated Financial Statements), similar
remediation and testing efforts with respect to Cerulean-owned IT and non-IT
systems and applications may increase the Company's total expenditures.
The Company is currently formulating detailed contingency plans in the event
that its various systems and applications do not achieve year 2000 compliance in
a timely fashion. The contingency plans are focused on identifying potential
failure scenarios for the Company's IT and non-IT systems and those of third
parties with which the Company interacts and on ensuring the continuation of
critical business operations. During the first half of 1999, the Company expects
to integrate each of these contingency plans into a Company-wide contingency
plan.
The Company continues to assemble survey data from health care transaction
clearing houses, third party vendors and certain other parties with which the
Company communicates electronically to determine the compliance efforts being
undertaken by these parties and to assess the Company's potential business
exposure to any non-compliant systems operated by these parties. Health care
claims submitted electronically to the Company are usually submitted through
clearing houses on behalf of health care providers. Based on the survey data and
other information compiled by the Company to date, the Company has not
identified any third parties that the Company expects will suffer year
2000-related problems which are likely to have a significant adverse effect on
the Company's operations. However, many of these third parties are currently in
the process of implementing the critical portions of their own year 2000
compliance measures. As a result, at the current time the Company does not have
sufficient information to determine whether its external relationships will be
materially adversely affected by year 2000 compliance problems.
29
<PAGE>
If the Company's year 2000 issues were not completely resolved prior to the
end of 1999, the Company could be subject to a number of potential consequences,
including, among other things, an inability to timely and accurately process
health care claims, collect customers' premiums or administrative fees, verify
subscriber eligibility, assess utilization trends or compile accurate financial
data for use by management. In particular, the Company may experience a decrease
in electronic health claims submission, which could cause the Company's claims
inventory to increase on a temporary basis. An increase in claims inventory
could prevent the Company from identifying emerging utilization trends quickly
and taking appropriate actions to mitigate such trends through pricing actions,
benefit redesign or other actions. The Company is attempting to limit its
exposure to year 2000 issues by closely monitoring its own year 2000 remediation
efforts, assessing the year 2000 compliance efforts of various third parties
with which it interacts and developing contingency plans addressing potential
problems that could have a material adverse effect on the Company's results of
operations. Although the Company intends to put into place programs and
procedures designed to mitigate the aforementioned risks, there can be no
assurances that all potential problems may be mitigated by these procedures.
RESULTS OF OPERATIONS
WellPoint's revenues are primarily generated from premiums earned for
risk-based health care and specialty services provided to its members, fees for
administrative services, including claims processing and access to provider
networks for self-insured employers, and investment income. WellPoint's
operating expenses include health care services and other benefits expenses,
consisting primarily of payments for physicians, hospitals and other providers
for health care and specialty products claims; selling expenses for broker and
agent commissions; general and administrative expenses; interest expense;
depreciation and amortization expense; and income taxes.
The Company's consolidated results of operations for the year ended December
31, 1998 include a full year of earnings for each of its acquired businesses.
The results of operations for the year ended December 31, 1997 include ten
months of earnings for the GBO, from the date of its acquisition. The results of
operations for the year ended December 31, 1996 include the results of MMHD for
the period from April 1, 1996 (its date of acquisition) to December 31, 1996 and
BCC Commercial Operations for the period from May 20, 1996 (its date of
acquisition) to December 31, 1996.
The following table sets forth selected operating ratios. The loss ratio for
health care services and other benefits is shown as a percentage of premium
revenue. All other ratios are shown as a percentage of premium revenue and
management services revenue combined.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Operating Revenues:
Premium revenue.................................................. 93.2% 93.1% 96.2%
Management services revenue...................................... 6.8 6.9 3.8
--------- --------- ---------
100.0 100.0 100.0
Operating Expenses:
Health care services and other benefits loss..................... 80.5 80.6 76.4
Selling expense.................................................. 4.4 4.6 5.3
General and administrative expense............................... 15.3 15.4 14.1
</TABLE>
30
<PAGE>
MEMBERSHIP
The following table sets forth membership data and the percent change in
membership:
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------- PERCENT
1998 1997 CHANGE
------------ ------------ ---------
<S> <C> <C> <C>
MEDICAL MEMBERSHIP (A):
CALIFORNIA (B)
Group Services:
HMO................................. 947,797 812,180 16.7%
PPO and Other....................... 1,589,506 1,475,360 7.7%
------------ ------------
Total............................. 2,537,303 2,287,540 10.9%
------------ ------------
Individual, Small Group and Senior:
HMO................................. 350,939 316,350 10.9%
PPO and Other....................... 1,324,193 1,282,511 3.3%
------------ ------------
Total............................. 1,675,132 1,598,861 4.8%
------------ ------------
Medi-Cal HMO Programs................. 474,429 284,281 66.9%
------------ ------------
Total California Medical Membership..... 4,686,864 4,170,682 12.4%
------------ ------------
TEXAS
Group Services........................ 162,880 202,239 (19.5)%
Individual, Small Group and Senior.... 114,254 74,261 53.9%
------------ ------------
Total............................. 277,134 276,500 0.2%
------------ ------------
GEORGIA
Group Services........................ 88,533 91,070 (2.8)%
Individual, Small Group and Senior.... 16,739 8,139 105.7%
------------ ------------
Total............................. 105,272 99,209 6.1%
------------ ------------
OTHER STATES
Group Services........................ 1,798,697 2,083,122 (13.7)%
Individual, Small Group and Senior.... 23,636 8,644 173.4%
------------ ------------
Total............................. 1,822,333 2,091,766 (12.9)%
------------ ------------
Total National Medical Membership (b)... 2,204,739 2,467,475 (10.6)%
------------ ------------
TOTAL MEDICAL MEMBERSHIP (C)............ 6,891,603 6,638,157 3.8%
------------ ------------
------------ ------------
NETWORKS (D)
Proprietary Networks.................. 4,537,000 3,941,220 15.1%
Other Networks........................ 1,411,097 1,560,276 (9.6)%
Non-Network........................... 943,506 1,136,661 (17.0)%
------------ ------------
TOTAL MEDICAL MEMBERSHIP................ 6,891,603 6,638,157 3.8%
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(a) Membership numbers are approximate and include some estimates based upon the
number of contracts at the relevant date and an actuarial estimate of the
number of members represented by the contract.
(b) Classification between California and National membership for employer
groups is determined by the state of the employer's corporate office. The
state designation within National is determined by the zip code of the
subscriber.
(c) Medical membership includes 2,580,119 and 2,765,856 management services
members as of December 31, 1998 and 1997, respectively, of which management
services members outside of California were 1,600,616 and 1,792,151 as of
December 31, 1998 and 1997, respectively.
(d) Proprietary networks consist of California, Texas and other
WellPoint-developed networks. Other networks consist of third-party networks
and networks owned by the Company as a result of acquisitions that
incorporate provider discounts and some basic managed care elements.
Non-network consists of fee for service and percentage-of-billed-charges
contracts with providers.
31
<PAGE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------- PERCENT
SPECIALTY MEMBERSHIP: 1998 1997 CHANGE
------------- ------------- ---------
<S> <C> <C> <C>
Pharmacy.............................. 15,003,377 12,290,221 22.1%
Dental................................ 3,148,528 3,183,477 (1.1)%
Utilization Management................ 2,908,383 2,750,767 5.7%
Life.................................. 2,155,805 1,757,881 22.6%
Disability............................ 778,860 1,125,571 (30.8)%
Behavioral Health..................... 743,507 721,350 3.1%
</TABLE>
COMPARISON OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 1998 TO THE YEAR ENDED
DECEMBER 31, 1997
Premium revenue increased 17.1%, or $865.9 million, to $5,934.8 million for
the year ended December 31, 1998 from $5,068.9 million for the year ended
December 31, 1997. The overall increase was primarily due to an increase in
insured member months of 12.1%, primarily in the Company's California business
segment, and the implementation of price increases throughout the California
market. Excluding the impact of the additional two months of premium revenue in
1998 related to the GBO of $80.1 million, the National business segment
experienced a decline in overall premium revenue due to attrition on acquired
MMHD membership and, to a lesser extent, the GBO membership, a portion of which
was the result of recently instituted premium increases with respect to certain
under-priced customer accounts. The Company expects that it will experience some
level of further membership attrition of its acquired MMHD and GBO members
during the first half of 1999 as it continues to increase prices and pursues its
strategy of motivating members to select managed care products.
Management services revenue increased 15.1%, or $56.9 million, to $434.0
million for the year ended December 31, 1998 from $377.1 million for the year
ended December 31, 1997. The increase was primarily due to a 14.7% increase in
management services member months, primarily in the California business
segment's large employer group business. Also contributing to the increase was
the incremental impact of the addition of a management services contract in the
National business segment with the State of Illinois effective as of July 1,
1997. Excluding the impact of the additional two months of management services
revenue in 1998 related to the GBO operations of $22.3 million, the National
business segment experienced a decline in overall management services revenue
due to attrition on acquired MMHD membership and, to a lesser extent, the GBO
membership.
Investment income decreased $86.6 million to $109.6 million for the year
ended December 31, 1998, compared to $196.2 million for the year ended December
31, 1997. The decline was primarily attributable to recognition in 1998 of an
"other than temporary" decline in value of $48.7 million relating to the
Company's equity holdings in FPA Medical Management, Inc. ("FPA"), which
subsequently filed for bankruptcy. Further contributing to the decrease between
years was the initial gain of $30.3 million recognized in 1997 related to the
exchange of Health Partners Inc. ("HPI") stock for FPA. Excluding the effects of
both the "other than temporary" decline in value in 1998 and the gain related to
the stock-for-stock merger with FPA in 1997, investment income would have been
$158.3 million and $165.9 million, for 1998 and 1997, respectively. Including
the loss on FPA in 1998, and the gain on HPI in 1997, the net realized loss on
investment securities for the year ended December 31, 1998 was $32.0 million
compared to a net realized gain of $64.3 million for the year ended December 31,
1997. Net interest and dividend income increased $11.3 million to $145.2 million
for the year ended December 31, 1998 in comparison to $133.9 million for the
year ended December 31, 1997, primarily due to increased interest income
resulting from the investment portfolios of the acquired GBO businesses
partially offset by lower yields on invested assets in 1998 versus 1997. Net
investment income also included a loss of approximately $4.5 million in 1998
related to the Company's interest rate swap agreements.
Health care services and other benefits expense increased 16.9%, or $688.9
million, to $4,776.3 million for the year ended December 31, 1998 from $4,087.4
million for the year ended December 31, 1997. The overall increase was primarily
due to the aforementioned increase in insured member months of 12.1%,
32
<PAGE>
primarily in the Company's California business segment. Excluding the impact of
the additional two months in 1998 related to the GBO of $91.4 million, the
National business segment experienced a decline in overall claims expense due to
attrition on acquired MMHD membership and, to a lesser extent, the acquired GBO
membership.
The loss ratio attributable to managed care and related products for the
year ended December 31, 1998 decreased slightly to 80.5% compared to 80.6% for
the year ended December 31, 1997. Excluding the GBO for the period prior to its
acquisition for the year ended December 31, 1998, the loss ratio would have been
80.0%. The decline is primarily due to the aforementioned membership attrition
related to underperforming MMHD and GBO acquired accounts in the Company's
National business segment combined with the growth in the Company's Medi-Cal
business that experienced a lower loss ratio, partially offset by increases in
California large group business.
Selling expense consists of commissions paid to outside brokers and agents
representing the Company. Selling expense for the year ended December 31, 1998
increased 12.3% to $280.1 million, compared to $249.4 million for the year ended
December 31, 1997, generally corresponding with continued overall premium
revenue growth. The selling expense ratio for the year ended December 31, 1998
decreased to 4.4% from 4.6% for the year ended December 31, 1997, largely due to
the acquisition of the GBO in the Company's National business segment, which has
a lower selling expense ratio than the Company's existing business due to the
use of an internal sales force. Excluding the GBO for the period prior to its
acquisition for the year ended December 31, 1998, the selling expense ratio
would have been 4.5%. The California business segment's growth in Medi-Cal and
large employer group medical products had a further impact on lowering the
selling expense ratio as a result of the lower selling costs associated with
these products in comparison to the Company's other products.
General and administrative expense for the year ended December 31, 1998
increased 16.6%, or $138.5 million, to $975.1 million from $836.6 million for
the year ended December 31, 1997. The additional two months of the GBO in 1998
compared to 1997 in the National business segment accounted for 24.5%, or $34.0
million, of the overall increase. The remainder of the increase was primarily
due to an increase in California member months of 15.9%, including management
services members, and to costs associated with the Company's national expansion
related to the integration of the acquired businesses to the Company's
information systems. The Company's systems have been enhanced to accommodate the
more complex products offered by those businesses. Costs associated with year
2000 compliance efforts also contributed to the increase. The Company incurred
approximately $26.0 million of costs relating to the integration of acquired
businesses during 1998.
The administrative expense ratio decreased slightly to 15.3% for 1998
compared to 15.4% for 1997. The GBO has historically experienced a higher
administrative expense ratio than the Company's traditional California-based
businesses due to the GBO's higher percentage of management services business.
The administrative expense ratio, excluding the GBO for the period prior to its
acquisition for the year ended December 31, 1998, was 15.0%. This decline in
comparison to the previous year is primarily due to savings from the
consolidation of various National regional offices and the integration of
information system centers related to acquired businesses onto the Company's
information systems platform, in addition to economies of scale associated with
premium revenue growth in relation to fixed corporate administrative expenses.
Interest expense decreased for the year ended December 31, 1998 to $26.9
million, from $36.7 million for the year ended December 31, 1997. The decrease
is primarily related to the repayment of indebtedness as the effective interest
rate paid by the Company remained relatively stable as a result of its interest
rate swaps. The Company's long-term indebtedness at December 31, 1998 was $300.0
million compared to $388.0 million at December 31, 1997. The weighted average
interest rate for all debt for the year ended December 31, 1998, including the
cost associated with the fee on the Company's credit agreements and its interest
rate swaps was 7.6%. See "--Liquidity and Capital Resources."
33
<PAGE>
The provision for income taxes decreased $84.5 million or 53.9%, to $72.4
million for the year ended December 31, 1998. The decline was primarily due to
the effect of the private letter ruling received from the IRS in September 1998,
which resulted in a decrease in income tax expense of $85.5 million. (See Note 8
to the Consolidated Financial Statements.) Excluding the ruling, the provision
for income taxes would have been $157.9 million, representing an overall tax
rate consistent with the prior period.
The Company's income from continuing operations for the year ended December
31, 1998 was $319.5 million, compared to $229.4 million for the year ended
December 31, 1997. Earnings per share from continuing operations totaled $4.63
and $3.33 for the years ended December 31, 1998 and 1997, respectively. Earnings
per share from continuing operations assuming full dilution totaled $4.55 and
$3.30 for the years ended December 31, 1998 and 1997, respectively. Earnings per
share from continuing operations for the year ended December 31, 1997 included
non-recurring costs of $0.13 per share (See Note 18 to the Consolidated
Financial Statements).
Earnings per share for the year ended December 31, 1998 is based upon
weighted average shares outstanding of 69.1 million, excluding common stock
equivalents, and 70.3 million shares assuming full dilution. Earnings per share
for the year ended December 31, 1997 has been calculated using 68.8 million,
excluding common stock equivalents, and 69.5 million shares, assuming full
dilution. For the year ended December 31, 1998, the increase in weighted average
shares outstanding primarily relates to common stock issued through the
Company's stock option plans and the incremental impact in 1998 of the public
offering of 3.0 million shares of the Company's common stock in April 1997,
partially offset by the repurchase of 3.5 million shares during the latter part
of 1998.
COMPARISON OF RESULTS FOR THE YEAR ENDED DECEMBER 31, 1997 TO THE YEAR ENDED
DECEMBER 31, 1996
Premium revenue increased 37.0%, or $1,369.6 million, to $5,068.9 million
for the year ended December 31, 1997 from $3,699.3 million for the year ended
December 31, 1996. The 1997 acquisition of the GBO contributed $419.4 million,
or 30.6% of this increase. The 1996 acquisitions of MMHD and the BCC Commercial
Operations contributed an incremental increase in 1997 premium revenue of $163.0
million and $147.7 million, respectively, or an aggregate of 22.7% of the total
increase. Also, contributing to increased premium revenue in 1997 was an
increase in insured member months of 12.9% primarily in the Company's California
business segment, excluding the GBO from both periods and excluding MMHD and BCC
Commercial Operations from the periods prior to their respective dates of
acquisition in both periods. Additionally, there was an increase in the per
member per month revenues as a result of premium increases associated with
several of the Company's medical products.
Management services revenue increased 155.0%, or $229.2 million, to $377.1
million for the year ended December 31, 1997 from $147.9 million for the year
ended December 31, 1996. The increase was primarily due to $189.9 million of
management services revenue related to the 1997 acquisition of the GBO and $18.9
million and $3.9 million, respectively, of incremental increase in management
services revenue related to the acquisitions of MMHD and the BCC Commercial
Operations in 1996, which together represented 92.8% of the increase. Also
contributing to the increase was an increase in the California large group
management services membership and the addition of a management services
contract in the Company's National business segment with the state of Illinois
on July 1, 1997.
Investment income increased $72.6 million to $196.2 million for the year
ended December 31, 1997, compared to $123.6 million for the year ended December
31, 1996. Net realized gains from equity securities increased $45.5 million to
$62.0 million for the year ended December 31, 1997 in comparison to $16.5
million for the year ended December 31, 1996. The year ended December 31, 1997
included a gain of $30.3 million related to the stock-for-stock exchange of the
Company's interest in HPI for the common stock of FPA. Net interest and dividend
income increased $24.0 million to $133.9 million for the year ended December 31,
1997 in comparison to $109.9 million for the year ended December 31, 1996,
primarily due to increased interest income resulting from the investment
portfolios of GBO and MMHD
34
<PAGE>
acquired businesses and slightly higher yields in 1997 over 1996, partially
offset by the foregone interest from cash and investments used to finance the
GBO, MMHD and BCC Commercial Operations acquisitions, the Recapitalization and
cash used for repayment of indebtedness under the Company's senior credit
facility.
Health care services and other benefits expense increased 44.6%, or $1,261.5
million, to $4,087.4 million for the year ended December 31, 1997 from $2,825.9
million for the year ended December 31, 1996. The acquisition of the GBO
accounted for 32.4% of the increase, or $408.2 million. The inclusion of MMHD
and the BCC Commercial Operations for a full twelve months in 1997 accounted for
an aggregate of 21.6% of the increase and resulted in increased health care
expense of $133.9 million and $139.1 million, respectively. Additionally, the
Company's health care benefits and other expenses for the year ended December
31, 1997 increased in comparison to the prior year as a result of the
aforementioned increase in insured member months of 12.9%, primarily in the
Company's California business segment.
The loss ratio for 1997 increased to 80.6% compared to 76.4% in 1996. The
acquired MMHD operations, the GBO and the BCC Commercial Operations have
traditionally experienced a higher loss ratio than the Company. Additionally,
the MMHD operations experienced an increase in loss ratio for the year ended
December 31, 1997 in comparison to 1996 due to higher actual claims incurred as
a result of higher cost trends. Excluding the effects of the acquired
businesses, the loss ratio in 1997 would have been 78.5%. The increase in loss
ratio excluding acquired operations was due to a loss ratio increase in the
Company's California business segment, primarily due to slightly higher medical
utilization for certain managed care products and increased pharmacy costs.
Selling expense for the year ended December 31, 1997 increased 23.3% to
$249.4 million, compared to $202.3 million for the year ended December 31, 1996,
corresponding with continued overall premium revenue growth and an additional
$7.2 million in selling expense attributable to the GBO and the incremental
impact in 1997 of the MMHD acquisition. The selling expense ratio for the year
ended December 31, 1997 decreased to 4.6% from 5.3% for the year ended December
31, 1996, largely due to the acquisition of the GBO and MMHD, which have lower
selling expense ratios than the Company's existing business, and the BCC
Commercial Operations, which has no selling expense. Excluding the effects of
the acquisitions for the years ended December 31, 1997 and 1996, the selling
expense ratio would have been 5.4% and 5.3%, respectively.
General and administrative expense for the year ended December 31, 1997
increased 53.9%, or $293.1 million, to $836.6 million from $543.5 million for
the same period in 1996. The increase was primarily due to $196.9 million of
general and administrative expense related to the Company's acquisition of the
GBO in 1997 and $46.0 million and $8.0 million, of incremental increase in
general and administrative expense related to the Company's acquisitions of MMHD
and the BCC Commercial Operations, respectively in 1996.
The administrative expense ratio increased to 15.4% for 1997 compared to
14.1% for 1996, primarily due to the increased administrative expense associated
with the Company's continued investment in national expansion and the
acquisition of the GBO. The GBO has historically experienced a higher
administrative expense ratio than the Company's traditional California-based
businesses due to the GBO's higher percentage of management services business.
The increase was partially offset by the BCC Commercial Operations' lower
administrative expense ratio. The administrative expense ratio for the year
ended December 31, 1997, excluding the effect of the GBO acquisition in 1997 and
the incremental effect in 1997 of MMHD and BCC Commercial Operations, was 13.1%.
The Company recorded $14.5 million of nonrecurring costs for the year ended
December 31, 1997, of which $8.0 million recorded in the second quarter of 1997
related primarily to the write-down of the California business segment's dental
practice management operations and discontinuance of the California business
segment's medical practice management operations. In addition, the Company
incurred $6.5 million in the first quarter related to severance and retention
payments associated with the GBO acquisition.
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<PAGE>
Interest expense increased for the year ended December 31, 1997 to $36.7
million, from $36.6 million for the year ended December 31, 1996. The increase
is primarily due to interest on debt incurred as a result of the
Recapitalization in May 1996 being included in the results of operations for the
entire year ended December 31, 1997 in comparison to a shorter period of time in
the year ended December 31, 1996, partially offset by debt repayments during
1997. The weighted average interest rate for all debt for the year ended
December 31, 1997, including the fees associated with the borrowings and
interest rate swaps, was 7.45%.
The Company's income from continuing operations for the year ended December
31, 1997 was $229.4 million, compared to $198.5 million for the year ended
December 31, 1996. Earnings per share from continuing operations totaled $3.33
and $2.99 for the years ended December 31, 1997 and 1996, respectively. Earnings
per share from continuing operations assuming full dilution totaled $3.30 and
$2.99 for the years ended December 31, 1997 and 1996, respectively. Earnings per
share for 1996 has been calculated in accordance with Statement of Financial
Accounting Standards No. 128, Earning Per Share ("SFAS No. 128").
Earnings per share for the year ended December 31, 1997 is based upon
weighted average shares outstanding, excluding common stock equivalents, of 68.8
million and 69.5 million shares, assuming full dilution. Earnings per share for
the year ended December 31, 1996 has been calculated using 66.4 million shares
for both measures. Common stock equivalents did not have a dilutive effect on
earnings per share in 1996. The 1996 weighted average reflects the number of
shares outstanding immediately following the Recapitalization, plus the weighted
average number of shares issued in 1996 subsequent to the Recapitalization. For
the year ended December 31, 1997, the increase in weighted average shares
outstanding primarily relates to the public offering of 3,000,000 shares of the
Company's common stock in April 1997 and, on a diluted basis, the inclusion of
651,000 common stock equivalents related to the Company's stock option plans.
FINANCIAL CONDITION
The Company's consolidated assets decreased by $8.3 million from $4,234.1
million as of December 31, 1997 to $4,225.8 million as of December 31, 1998.
This represents a 0.2% decrease which resulted from the net impact of a number
of offsetting factors such as: the sale of the workers' compensation business,
which held net assets at December 31, 1997 of $209.2 million partially offset by
proceeds from its sale of $101.4 million; the purchase of $193.3 million of
treasury stock from available cash; the effect of the tax benefit related to the
BCC tax ruling which resulted in an income tax recoverable of $95.9 million,
offset by a related decrease in intangible assets of $194.5 million; and cash
flow from continuing operating activities of $394.6 million. Cash and
investments were $2.8 billion as of December 31, 1998, or 65.4% of total assets.
Overall claims liabilities increased $14.7 million, or 1.1%, from $1,305.9
million at December 31, 1997 to $1,320.6 million at December 31, 1998. This
increase is due to the increase in membership offset by several factors. In
1998, the Company reduced its medical claims payable as it continued to reduce
claims inventory related to its acquired MMHD business that was converted to the
Company's information systems platform. The timing of pharmacy payments made at
the end of 1998 further contributed to the reduction in overall claims
liability. Finally, the Company experienced membership attrition in its acquired
MMHD and GBO membership in its National business segment, which had higher
average per member reserves compared to the average per member reserves for its
California business, which experienced significant membership growth.
As of December 31, 1998, $300.0 million was outstanding under the Company's
long-term debt facilities, compared to $388.0 million at December 31, 1997. Debt
repayments during 1998 were primarily funded from cash flow from continuing
operating activities.
36
<PAGE>
Stockholders' equity totaled $1,315.2 million as of December 31, 1998, an
increase of $92.0 million from $1,223.2 million as of December 31, 1997. The
increase resulted primarily from the net income of $231.3 million for the year
ended December 31, 1998, $39.4 million in stock issuances under the Company's
stock option and stock purchase plans, a $14.6 million increase in net
unrealized valuation adjustments on investment securities, net of tax, offset by
treasury stock repurchases totaling $193.3 million.
During the year ended December 31, 1998, the Company's Board of Directors
approved a stock repurchase plan of up to eight million shares. At December 31,
1998, approximately 4.5 million shares remained available for repurchase under
that plan.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash are premium and management services
revenues received and investment income. The primary uses of cash include health
care claims and other benefits, capitation payments, income taxes, repayment of
long-term debt, interest expense, broker and agent commissions, administrative
expenses, common stock repurchases and capital expenditures. In addition, to the
foregoing, other uses of cash include costs of provider networks and systems
development, and costs associated with the integration of acquired businesses.
The Company receives premium revenue in advance of anticipated claims for
related health care services and other benefits. The Company's investment
policies are designed to provide liquidity, preserve capital and maximize total
return on invested assets. Cash and investment balances maintained by the
Company are sufficient to meet applicable regulatory financial stability and net
worth requirements. As of December 31, 1998, the Company's investment portfolio
consisted primarily of fixed-maturity securities and equity securities.
Net cash flow provided by continuing operating activities was $394.6 million
for the year ended December 31, 1998, compared with $496.1 million in 1997. Cash
flow from continuing operations for the year ended December 31, 1998 is due
primarily to income from continuing operations of $319.5 million, increased
medical claims payable of $23.8 million and increased other current liabilities
of $35.4 million, offset by an increase in other current assets of $20.1
million.
Net cash used in continuing investing activities in 1998 totaled $21.6
million, compared with $376.4 million in 1997. The cash used in 1998 was
attributable primarily to the purchase of investments for $2,843.1 million and
net purchases of property and equipment totaling $52.7 million, offset by the
proceeds from investments sold and matured of $2,772.8 million, and proceeds
from the sale of the workers' compensation business totaling $101.4 million.
Net cash used in financing activities totaled $241.9 million in 1998,
compared to $116.6 million in 1997. The net cash used in financing activities in
1998 was primarily due to the repurchase of stock during the year totaling
$193.3 million, which was financed partially by the proceeds from the sale of
the Company's workers' compensation business, and repayments of long-term debt
totaling $88.0 million, partially offset by proceeds of $39.4 million from the
issuance of common stock through the Company's employee stock purchase and
option plans.
The Company has a $1.0 billion unsecured revolving credit facility.
Borrowings under the credit facility bear interest at rates determined by
reference to the bank's base rate or to the London Interbank Offered Rate
("LIBOR") plus a margin determined by reference to the Company's leverage ratio
(as defined in the credit agreement) or the then-current rating of the Company's
unsecured long-term debt by specified rating agencies. Borrowings under the
credit facility are made on a committed basis or pursuant to an auction-bid
process. The credit facility expires as of May 15, 2002, although it may be
extended for an additional one-year period under certain circumstances. The
credit agreement requires the Company to maintain certain financial ratios and
contains restrictive covenants, including restrictions on the occurrence
37
<PAGE>
of additional indebtedness and the granting of certain liens, limitations on
acquisitions and investments and limitations on changes in control. The total
amount outstanding under the credit facility was $280.0 million and $368.0
million as of December 31, 1998 and 1997, respectively. The weighted average
interest rate for the year ended December 31, 1998, including the facility and
other fees and the effect of the interest rate swaps discussed in the following
paragraph, was 7.6%.
As a part of a hedging strategy to limit its exposure to interest rate
increases, in August 1996 the Company entered into a swap agreement for a
notional amount of $100.0 million bearing a fixed interest rate of 6.45% and
having a maturity date of August 17, 1999. In September 1996, the Company
entered into two additional swap agreements for notional amounts of $150.0
million each, bearing fixed interest rates of 6.99% and 7.05%, respectively, and
having maturity dates of October 17, 2003 and October 17, 2006, respectively.
The total notional amount of the outstanding swaps exceeded the Company's
long-term debt balance at December 31, 1998. The swaps that are considered
hedges for currently outstanding debt are the $150 million swap at 7.05%
maturing October 17, 2006 and the $150 million swap which bears a fixed interest
rate of 6.99% and matures October 17, 2003.
The Company has entered into foreign currency forward exchange contracts for
each of the fixed maturity securities on hand as of December 31, 1998
denominated in foreign currencies in order to hedge asset positions with respect
to these securities. The unrealized gains and losses from such forward exchange
contracts are reflected in other comprehensive income. In addition, the Company
has entered into forward exchange contracts to hedge the foreign currency risk
between the trade date and the settlement date. Gains and losses from these
contracts are recognized in income.
During the quarter ended September 30, 1998, the Company received a private
letter ruling from the Internal Revenue Service. The Company expects its future
liquidity to be positively affected by the anticipated receipt of a $200 million
tax refund and a decrease in future income tax payments of approximately $80
million (See Note 8 to the Consolidated Financial Statements).
Certain of the Company's subsidiaries are required to maintain minimum
capital requirements prescribed by various regulatory agencies, including the
California Department of Corporations and Departments of Insurance in various
states. See Note 19 to the Consolidated Financial Statements. As of December 31,
1998, those subsidiaries of the Company were in compliance with all minimum
capital requirements.
In July 1996, the Company filed a registration statement relating to the
issuance of $1.0 billion of senior or subordinated unsecured indebtedness. As of
December 31, 1998, no indebtedness had been issued pursuant to this registration
statement.
The Company believes that cash flow generated by operations and its cash and
investment balances, supplemented by the Company's ability to borrow under its
existing revolving credit facility or to conduct a public offering under its
debt registration statement, will be sufficient to fund continuing operations
and expected capital requirements for the foreseeable future.
NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the AICPA issued Statement of Position ("SOP") No. 98-5,
"Reporting on the Costs of Start-Up Activities." SOP No. 98-5 provides guidance
on the accounting for start-up costs and organization costs. It requires these
costs to be expensed as incurred and, with certain exceptions, requires the
initial application to be reported as a cumulative effect of a change in
accounting principle. This SOP is effective for fiscal years beginning after
December 15, 1998. During the first quarter of 1999, the Company expects to
recognize an after-tax charge of approximately $20.4 million related to the
cumulative effect of the implementation of this pronouncement.
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<PAGE>
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes the accounting and reporting standards for
derivative instruments and for hedging activities. Upon adoption of SFAS No.
133, all derivatives must be recognized on the balance sheet at their then fair
value. Any stand-alone deferred gains and losses remaining on the balance sheet
under previous hedge accounting rules must be removed from the balance sheet and
all hedging relationships must be designated anew and documented pursuant to the
new accounting rules. The new standard will be effective in the first quarter of
2000. The Company is presently assessing the effect of SFAS No. 133 on the
financial statements of the Company.
RISK MANAGEMENT AND MARKET-SENSITIVE INSTRUMENTS
The Company regularly evaluates its asset and liability interest rate risks
as well as the appropriateness of investments relative to its internal
investment guidelines. The Company operates within these guidelines by
maintaining a well-diversified portfolio, both across and within asset classes.
The Company has retained an independent consultant to advise the Company on the
appropriateness of its investment policy and the compliance therewith.
Asset interest rate risk is managed within a duration band tied to the
Company's liability interest rate risk. Credit risk is managed by maintaining
high average quality ratings and a well-diversified portfolio.
The Company's use of derivative instruments is generally limited to hedging
purposes and has principally consisted of forward exchange contracts intended to
minimize the portfolio's exposure to currency volatility associated with certain
foreign bond holdings. The Company's investment policy prohibits the use of
derivatives for leveraging purposes as well as the creation of risk exposures
not otherwise allowed within the policy.
In 1996, the Company entered into interest rate swap agreements by
exchanging the floating debt payments due under its outstanding indebtedness for
fixed rate payments. The Company believes that this allows it to better
anticipate its interest payments while helping to manage the asset-liability
relationship.
INTEREST RATE RISK
As of December 31, 1998, approximately 80% of the Company's investment
portfolio consisted of fixed income securities (maturing in more than one year),
the value of which generally varies inversely with changes in interest rates.
However, the Company's risk of fluctuation in the value of its fixed income
portfolio due to changes in interest rates is partially mitigated by the
Company's existing interest rate swap agreements.
The Company has evaluated the net impact to the fair value of its fixed
income investments and interest rate swap agreements resulting from a
hypothetical change in all interest rates of 100, 200 and 300 basis points
("bp"). In doing so, optionality was addressed through Monte Carlo simulation of
the price behavior of securities with embedded options. Changes in the fair
value of the investment portfolio are reflected in the balance sheet through
stockholders' equity. Changes in the fair value of the interest rate swap
agreements, to the extent they serve as effective hedges, are not currently
reflected on the balance sheet. Under the requirements of SFAS No. 133,
effective January 1, 2000, all derivative financial instruments will be
reflected on the balance sheet at fair value. The terms of the Company's
interest rate
39
<PAGE>
swap agreements are discussed in greater detail in Note 16 to the Consolidated
Financial Statements. The results of this analysis as of December 31, 1998 are
reflected in the table below.
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN FAIR
VALUE GIVEN AN INTEREST RATE
INCREASE OF:
--------------------------------
100 BP 200 BP 300 BP
--------- --------- ----------
<S> <C> <C> <C>
(In millions)
Fixed Income Portfolio........................................................... ($ 80.4) ($ 161.4) ($ 240.2)
Valuation of Interest Rate Swap Agreements....................................... 16.3 31.6 46.0
--------- --------- ----------
($ 64.1) ($ 129.8) ($ 194.2)
--------- --------- ----------
--------- --------- ----------
</TABLE>
The Company believes that an interest rate shift in a 12-month period of 100
bp represents a moderately adverse outcome, while a 200 bp shift is
significantly adverse and a 300 bp shift is unlikely given historical
precedents. Although the Company holds its bonds as "available for sale" for
purposes of SFAS No. 115, the Company's cash flows and the short duration of its
investment portfolio should allow it to hold securities to maturity, thereby
avoiding the recognition of losses, should interest rates rise significantly.
INTEREST RATE SWAP AGREEMENTS
The Company has entered into interest rate swap agreements in order to
reduce the volatility of interest expense resulting from changes in interest
rates. As of December 31, 1998, the Company had entered into $400 million of
floating to fixed rate swap agreements and also had $300 million of LIBOR-based
floating rate debt outstanding. The Company also receives a LIBOR-based payment
as a result of its swap arrangements, thereby eliminating the payment exposure
to changes in interest rates on that $300 million of outstanding debt. The
marginal $100 million of interest rate swaps in which the Company has agreed to
pay a fixed rate in exchange for receiving a LIBOR-based floating interest rate
does expose the Company to receiving a lower interest payment in the event of
declining interest rates. Should LIBOR decline by 100 bp, the Company would
receive $1 million less in annual pre-tax interest income as a result of its
swap arrangement. Rate declines of 200 bp and 300 bp would result in lower
annual pre-tax interest income of approximately $2 million and $3 million,
respectively.
EQUITY PRICE RISK
The Company's equity securities are comprised primarily of domestic stocks
as well as certain foreign holdings. Assuming an immediate decrease of 10% in
equity prices, as of December 31, 1998, the hypothetical loss in fair value of
stockholders' equity is estimated to be approximately $27.4 million.
FOREIGN EXCHANGE RISK
The Company has generally hedged the foreign exchange risk associated with
its fixed income portfolio. The Company generally uses short-term foreign
exchange contracts to hedge the risk associated with certain fixed income
securities denominated in foreign currencies. Therefore, the Company believes
that there is minimal risk to the fixed-income portfolio due to currency
exchange rate fluctuations. The Company's hedging program related to its foreign
currency denominated investments is described in Note 16 to the Consolidated
Financial Statements.
The Company does not hedge its foreign exchange risk arising from equity
investments denominated in foreign currencies. Assuming a foreign exchange loss
of 10% across all foreign equity investments, the net hypothetical pre-tax loss
in fair value as of December 31, 1998 is estimated to be $5.5 million.
40
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
Certain statements contained herein, such as statements concerning potential
or future loss ratios, expected membership attrition as the Company continues to
integrate its recently acquired operations, the pending transaction with
Cerulean and other statements regarding matters that are not historical facts,
are forward-looking statements (as such term is defined in the Securities
Exchange Act of 1934). Such statements involve a number of risks and
uncertainties that may cause actual results to differ from those projected.
Factors that can cause actual results to differ materially include, but are not
limited to, those discussed below and those discussed from time to time in the
Company's various filings with the Securities and Exchange Commission.
Completion of the Company's pending transaction with Cerulean is contingent
upon, among other things, receipt of necessary approvals from certain federal
and state agencies. Broad latitude in administering the applicable regulations
is given to the agencies from which WellPoint and Cerulean must seek these
approvals. There can be no assurance that these approvals will be obtained. As a
condition to approval of the transaction, regulatory agencies may impose
requirements or limitations or costs on the way that the combined company
conducts business after consummation of the transaction. If the Company or
Cerulean were to agree to any material requirements or limitations in order to
obtain any approvals required to consummate the transaction, such requirements
or limitations or additional costs associated therewith could adversely affect
WellPoint's ability to integrate the operations of Cerulean with those of
WellPoint. A material adverse effect on WellPoint's revenues and results of
operations following completion of the transaction could result.
The Company intends to incur debt to finance some or all of the cash
payments to be made to Cerulean shareholders in connection with the pending
acquisition. In addition, WellPoint has received authorization to, and is
currently in the process of, repurchasing shares of WellPoint stock to offset
shares that are expected to be issued in connection with the transaction. The
Company has made significant purchases of treasury stock for this purpose
utilizing excess cash as well as the incurrence of additional debt. Upon
completion of the Cerulean transaction, WellPoint could incur significant
additional indebtedness to fund not only the cash portion of the transaction but
to fund any further repurchase of shares of WellPoint stock. Such additional
indebtedness may require that a significant amount of the Company's cash flow be
applied to the payment of interest, and there can be no assurance that the
Company's operations will generate sufficient cash flow to service the
indebtedness. Any additional indebtedness may adversely affect the Company's
ability to finance its operations and could limit its ability to pursue business
opportunities that may be in the best interests of the Company and its
stockholders.
As part of the Company's business strategy, over the past three years the
Company has acquired substantial operations in new geographic markets. The
Company has also recently entered into a merger agreement with Cerulean,
pursuant to which Cerulean will become a wholly owned subsidiary of the Company.
These businesses, which include substantial indemnity-based insurance
operations, have experienced varying profitability or losses in recent periods.
Since the relevant dates of acquisition of MMHD and GBO, the Company has
continued to work extensively on the integration of these businesses; however,
there can be no assurances regarding the ultimate success of the Company's
integration efforts or regarding the ability of the Company to maintain or
improve the results of operations of the businesses of completed or pending
transactions as the Company pursues its strategy of motivating the acquired
members to select managed care products. In order to implement this business
strategy, the Company has and will, among other things, need to continue to
incur considerable expenditures for provider networks, distribution channels and
information systems in addition to the costs associated with the integration of
these acquisitions. The integration of these complex businesses may result in,
among other things, temporary increases in claims inventory or other
service-related issues that may negatively affect the Company's relationship
with its customers and contribute to increased attrition of such customers. The
Company's results of operations could be adversely affected in the event that
the Company experiences such problems or is otherwise unable to implement fully
its expansion strategy.
41
<PAGE>
The Company's operations are subject to substantial regulation by Federal,
state and local agencies in all jurisdictions in which the Company operates.
Many of these agencies have increased their scrutiny of managed health care
companies in recent periods. The Company also provides insurance products to
Medi-Cal beneficiaries in various California counties under contracts with the
California Department of Health Services and provides administrative services to
the Health Care Finance Administration ("HCFA") in various capacities. There can
be no assurance that acting as a government contractor in these circumstances
will not increase the risk of heightened scrutiny by such government agencies
and that profitability from this business will not be adversely affected through
inadequate premium rate increases due to governmental budgetary issues. Future
actions by any regulatory agencies may have a material adverse effect on the
Company's business.
The Company and certain of its subsidiaries are subject to capital
requirements by the California Department of Corporations, various other state
departments of insurance and the Blue Cross Blue Shield Association. Although
the Company is currently in compliance with all applicable requirements, there
can be no assurances that such requirements will not be increased in the future.
The Company's future results will depend in large part on accurately
predicting health care costs incurred on existing business and upon the
Company's ability to control future health care costs through product and
benefit design, underwriting criteria, utilization management and negotiation of
favorable provider contracts. Changes in mandated benefits, utilization rates,
demographic characteristics, health care practices, provider consolidation,
inflation, new pharmaceuticals/technologies, clusters of high-cost cases, the
regulatory environment and numerous other factors are beyond the control of any
health plan provider and may adversely affect the Company's ability to predict
and control health care costs and claims, as well as the Company's financial
condition, cash flows or results of operations. Periodic renegotiation of
hospital and other provider contracts, coupled with continued consolidation of
physician, hospital and other provider groups, may result in increased health
care costs and limit the Company's ability to negotiate favorable rates.
Recently, large physician practice management companies have experienced extreme
financial difficulties (including bankruptcy), which may subject the Company to
increased credit risk related to provider groups. Additionally, the Company
faces competitive pressure to contain premium prices. Fiscal concerns regarding
the continued viability of government-sponsored programs such as Medicare and
Medicaid may cause decreasing reimbursement rates for these programs. Any
limitation on the Company's ability to increase or maintain its premium levels,
design products, select underwriting criteria or negotiate competitive provider
contracts may adversely affect the Company's financial condition, cash flows or
results of operations.
Managed care organizations, both inside and outside California, operate in a
highly competitive environment that has undergone significant change in recent
years as a result of business consolidations, new strategic alliances,
aggressive marketing practices by competitors and other market pressures.
Additional increases in competition could adversely affect the Company's
financial condition, cash flows or results of operations.
As a result of the Company's recent acquisitions, the Company now operates
on a national basis and offers a spectrum of health care and specialty products
through various risk sharing arrangements. The Company's health care products
include a variety of managed care offerings as well as traditional fee-for-
service coverage. With respect to product type, fee-for-service products are
generally less profitable than managed care products. A critical component of
the Company's expansion strategy is to transition over time the traditional
insurance members of the Company's acquired businesses to more managed care
products.
With respect to the risk-sharing nature of products, managed care products
that involve greater potential risk to the Company generally tend to be more
profitable than management services products and those managed care products
where the Company is able to shift risks to employer groups. Individuals and
small employer groups are more likely to purchase the Company's higher-risk
managed care products
42
<PAGE>
because such purchasers are generally unable or unwilling to bear greater
liability for health care expenditures. Typically, government-sponsored programs
involve the Company's higher-risk managed care products. Over the past few
years, the Company has experienced greater margin erosion in its higher-risk
managed care products than in its lower-risk managed care and management
services products. This margin erosion is attributable to product mix change,
product design, competitive pressure and greater regulatory restrictions
applicable to the small employer group market. In 1998, the Company implemented
price increases in certain of its managed care businesses. In response to higher
than anticipated utilization with respect to certain co-payment products offered
to the Company's individual and small group customers in California, the Company
has recently implemented premium increases with respect to such products. While
these price increases are intended to improve profitability, there can be no
assurance that this will occur. Subsequent unfavorable changes in the relative
profitability between the Company's various products could have a material
adverse effect on the Company's results of operations and on the continued
feasibility of the Company's geographic expansion strategy.
Substantially all of the Company's investment assets are in
interest-yielding debt securities of varying maturities or equity securities.
The value of fixed income securities is highly sensitive to fluctuations in
short- and long-term interest rates, with the value decreasing as such rates
increase or increasing as such rates decrease. In addition, the value of equity
securities can fluctuate significantly with changes in market conditions.
Changes in the value of the Company's investment assets, as a result of interest
rate fluctuations, can affect the Company's stockholders' equity. There can be
no assurances that interest rate fluctuations will not have a material adverse
effect on the financial condition of the Company.
The Company is dependent on retaining existing employees and attracting
additional qualified employees to meet its future needs. The Company faces
intense competition for qualified personnel, especially qualified computer
programmers, actuaries and other professional and technical employees. There can
be no assurances that an inability to retain existing employees or attract
additional employees will not have a material adverse effect on the Company's
results of operations.
43
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The location in this Form 10-K of the Company's Consolidated Financial
Statements is set forth in the "Index" on page 53 hereof.
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
-----------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
MEMBERSHIP DATA) 1998(A) 1998 1998 1998
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Total revenues...................................... $ 1,584,216 $ 1,561,819(B) $ 1,628,739 $1,703,576
Operating income.................................... 125,743 68,717(B) 124,651 127,717
Income before provision for income taxes............ 112,058 54,353(B) 112,304 113,271
Income from continuing operations................... 67,192 32,752(B) 152,208(C) 67,396
Loss from discontinued operations................... (8,678) (79,590) -- --
----------- ----------- ------------- ------------
Net income (loss)................................... $ 58,514 $ (46,838) $ 152,208 $ 67,396
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Per Share Data:
Earnings Per Share................................ $ 0.96 $ 0.47(B) $ 2.20(C) $ 1.01
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Earnings Per Share Assuming Full Dilution......... $ 0.95 $ 0.45(B) $ 2.16(C) $ 0.99
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Medical membership.................................. 6,727,586 6,783,224 6,828,512 6,891,603
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
</TABLE>
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
-----------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
MEMBERSHIP DATA) 1997(A) 1997(A) 1997(A) 1997(A)
----------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Total revenues...................................... $ 1,221,620 $ 1,440,716 $ 1,465,921 $1,513,981
Operating income.................................... 102,896(D) 96,464(D) 108,024 146,929
Income before provision for income taxes............ 84,887(D) 82,195(D) 93,711 125,561
Income from continuing operations................... 49,992(D) 48,575(D) 55,682 75,188
Income (loss) from discontinued operations.......... 763 688 (114) (3,365)
----------- ----------- ------------- ------------
Net income.......................................... $ 50,755 $ 49,263 $ 55,568 $ 71,823
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Per Share Data:
Earnings Per Share................................ $ 0.75(D) $ 0.70(D) $ 0.80 $ 1.08
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Earnings Per Share Assuming Full Dilution......... $ 0.75(D) $ 0.69(D) $ 0.79 $ 1.07
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
Medical membership.................................. 5,914,726 6,067,966 6,473,467 6,638,157
----------- ----------- ------------- ------------
----------- ----------- ------------- ------------
</TABLE>
- --------------------------
(A) Financial information for quarters prior to June 30, 1998 has been restated
to include the workers' compensation business as a discontinued operation.
(B) The second quarter of 1998 includes a charge of $48.7 million, before tax,
$29.0 million, after tax, or $0.26 per basic and diluted share related to
the write off of the Company's investment in FPA Holdings, Inc.
(C) The third quarter of 1998 includes a tax benefit of $85.5 million, or $1.24
per basic and $1.21 per diluted share related to a favorable IRS ruling
regarding the deductibility of a cash payment made by the Company's former
parent company at the time of its May 20, 1996 Recapitalization.
(D) The first and second quarters of 1997 include nonrecurring costs of $6.5
million and $8.0 million, before tax, $3.8 million and $4.8 million, after
tax, or $0.06 per share and $0.07 per basic and diluted share, respectively.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
44
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. Directors of the Company.
Information regarding the directors of the Company is contained in the
Company's proxy statement for its 1999 Annual Meeting of Stockholders and is
incorporated herein by reference.
B. Executive Officers of the Company
Information regarding the Company's executive officers is contained in Part
I above under the caption "Item 1. Business."
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained in the Company's proxy
statement for its 1999 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is contained in the Company's proxy
statement for its 1999 Annual Meeting of Stockholders and is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is contained in the Company's proxy
statement for its 1999 Annual Meeting of Stockholders and is incorporated herein
by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
A. 1) FINANCIAL STATEMENTS
The consolidated financial statements are contained herein as listed on the
"Index" on page 53 hereof.
2) FINANCIAL STATEMENT SCHEDULES
All of the financial statement schedules for which provision is made in the
applicable accounting regulations of the Commission are not required under the
applicable instructions or are not applicable and therefore have been omitted.
B. REPORTS ON FORM 8-K
There were no Current Reports on Form 8-K filed by the Company during the
quarter ended December 31, 1998 that have not been previously reported in the
Company's Quarterly Reports on Form 10-Q.
45
<PAGE>
C. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
2.01 Amended and Restated Recapitalization Agreement dated as of March 31, 1995, by and among the Registrant,
Blue Cross of California, Western Health Partnerships and Western Foundation for Health Improvement
incorporated by reference to Exhibit 2.1 of Registrant's Registration Statement on Form S-4 dated April
8, 1996
2.02 Agreement and Plan of Reorganization dated as of July 22, 1997 by and among the Registrant, WellPoint
Health Networks Inc., a California corporation ("WellPoint California"), and WLP Acquisition Corp.,
incorporated by reference to Exhibit 99.1 of Registrant's Current Report on Form 8-K filed on August 5,
1997
2.03 Agreement and Plan of Merger dated as of July 9, 1998, by and among Cerulean Companies, Inc., the
Registrant and Water Polo Acquisition Corp., incorporated by reference to Exhibit 2.4 to the
Registrant's Registration Statement on Form S-4 (Registration No. 333-64955)
2.04 Stock Purchase Agreement dated as of July 29, 1998, by and between the Registrant and Fremont Indemnity
Company, incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated
September 1, 1998
2.05 First Amendment to the Stock Purchase Agreement dated as of November 5, 1998, by and between the
Registrant and Fremont Indemnity Company
2.06 Second Amendment to the Stock Purchase Agreement dated as of February 1, 1999, by and between the
Registrant and Fremont Indemnity Company
3.01 Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the
Registrant's Current Report on Form 8-K filed on August 5, 1997.
3.02 Bylaws of the Registrant
4.01 Specimen of Common Stock certificate of WellPoint Health Networks Inc., incorporated by reference to
Exhibit 4.4 of Registrant's Registration Statement on Form 8-B, Registration No. 001-13083
4.02 Restated Certificate of Incorporation of the Registrant (included in Exhibit 3.01)
4.03 Bylaws of the Registrant (included in Exhibit 3.02)
9.01 Amended and Restated Voting Trust Agreement dated as of August 4, 1997, by and between the California
HealthCare Foundation (the "Foundation") and Wilmington Trust Company, incorporated by reference to
Exhibit 99.2 of Registrant's Current Report on Form 8-K filed on August 5, 1997
9.02 Amendment No. 1 dated as of June 12, 1998 to the Amended and Restated Voting Trust Agreement by and
among the Foundation, the Registrant and Wilmington Trust Company, incorporated by reference to Exhibit
99.2 of the Registrant's Current Report on Form 8-K filed on June 15, 1998
10.01 Undertakings dated January 7, 1993, by the Registrant, Blue Cross of California and certain subsidiaries
to the California Department of Corporations, incorporated by reference to Exhibit 10.24 of the
Registrant's Form S-1 Registration Statement No. 33-54898
10.02* Supplemental Pension Plan of Blue Cross of California, incorporated by reference to Exhibit 10.15 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1992
10.03* Form of Supplemental Life and Disability Insurance Policy, incorporated by reference to Exhibit 10.14 of
the Registrant's Form S-1 Registration Statement No. 33-54898
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.04* Form of Indemnification Agreement between the Registrant and its Directors and Officers, incorporated by
reference to Exhibit 10.17 of the Registrant's Form S-1 Registration Statement No. 33-54898
10.05* Officer Severance Agreement, dated as of July 1, 1993, between the Registrant and Thomas C. Geiser,
incorporated by reference to Exhibit 10.24 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993
10.06* Form of Officer Severance Agreement of the Registrant, incorporated by reference to Exhibit 10.32 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994
10.07 Orders Approving Notice of Material Modification and Undertakings dated September 7, 1995, by BCC, the
Registrant and the Registrant's subsidiaries to the California Department of Corporations, incorporated
by reference to Exhibit 10.47 of Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995
10.08 Lease Agreement, dated as of January 1, 1996, by and between TA/Warner Center Associates II, L.P., and
the Registrant, incorporated by reference to Exhibit 10.46 of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995
10.09* Letter, dated November 13, 1995, from the Registrant to Ronald A. Williams regarding severance benefits,
together with underlying Officer Severance Agreement, incorporated by reference to Exhibit 10.47 of
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
10.10* Letter, dated November 13, 1995, from the Registrant to D. Mark Weinberg regarding severance benefits,
together with underlying Officer Severance Agreement, incorporated by reference to Exhibit 10.48 of
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
10.11* Letter, dated November 13, 1995, from the Registrant to Thomas C. Geiser regarding severance benefits,
incorporated by reference to Exhibit 10.49 of Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995
10.12 Amended and Restated Undertakings dated March 5, 1996, by BCC, the Registrant and the Registrant's
subsidiaries to the California Department of Corporations, incorporated by reference to Exhibit 99.1 of
the Registrant's Current Report on Form 8-K dated March 5, 1996
10.13 Indemnification Agreement dated as of May 17, 1996, by and among the Registrant, WellPoint Health
Networks Inc., a Delaware corporation, and Western Health Partnerships, incorporated by reference to
Exhibit 99.9 of Registrant's Current Report on Form 8-K dated May 20, 1996
10.14 Credit Agreement dated as of May 15, 1996, by and among the Registrant, Bank of America National Trust
and Savings Association ("Bank of America"), as Administrative Agent, NationsBank of Texas, N.A., as
Syndication Agent, Chemical Bank, as Documentation Agent, and the other financial institutions named
therein, incorporated by reference to Exhibit 99.10 of Registrant's Current Report on Form 8-K dated May
20, 1996
10.15 Amendment No. 1 dated as of June 28, 1996, to the Registrant's Credit Agreement dated as of May 15,
1996, incorporated by reference to Exhibit 10.65 of Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996
10.16* Employment Agreement dated as of January 22, 1997, by and between the Registrant and Leonard D.
Schaeffer, incorporated by reference to Exhibit 10.50 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996
</TABLE>
47
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.17 Modification Agreement dated as of November 26, 1996 by and between the Registrant and California
HealthCare Foundation, incorporated by reference to Exhibit 10.51 to Registrant's Annual Report on Form
10-K for the year ended December 31, 1996
10.18 Coinsurance Agreement dated as of March 1, 1997 between John Hancock and UNICARE Life & Health Insurance
Company ("UNICARE"), incorporated by reference to Exhibit 99.2 of Registrant's Current Report on Form
8-K filed March 14, 1997
10.19 Administration Agreement dated as of March 1, 1997 between John Hancock and UNICARE, incorporated by
reference to Exhibit 99.3 of Registrant's Current Report on Form 8-K filed March 14, 1997
10.20 Second Amendment dated as of April 21, 1997 to Registrant's Credit Agreement dated as of May 15, 1996,
incorporated by reference to Exhibit 10.55 of Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997
10.21 Third Amendment dated as of April 21, 1997 to Registrant's Credit Agreement dated as of May 15, 1996,
incorporated by reference to Exhibit 10.56 of Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997
10.22 Amended and Restated Voting Agreement dated as of August 4, 1997 by and among the Registrant, WellPoint
California and the Foundation, incorporated by reference to Exhibit 99.3 of the Registrant's Current
Report on Form 8-K filed on August 5, 1997
10.23 Amended and Restated Share Escrow Agent Agreement dated as of August 4, 1997 by and between the
Registrant and U.S. Trust Company of California, N.A., incorporated by reference to Exhibit 99.4 of the
Registrant's Current Report on Form 8-K filed on August 5, 1997
10.24 Amended and Restated Registration Rights Agreement dated as of August 4, 1997 by and among the
Registrant, WellPoint California and the Foundation incorporated by reference to Exhibit 99.5 of
Registrant's Form 8-K filed on August 5, 1997
10.25 Blue Cross License Agreement Effective as of August 4, 1997 by and among the Registrant and the Blue
Cross Blue Shield Association (the "BCBSA"), incorporated by reference to Exhibit 99.6 of Registrant's
Form 8-K filed on August 5, 1997
10.26 Blue Cross Controlled Affiliate License Agreement effective as of August 4, 1997 by and between the
BCBSA and Blue Cross of California, incorporated by reference to Exhibit 99.8 of Registrant's Form 8-K
filed on August 5, 1997
10.27 Blue Cross Affiliate License Agreement effective as of August 4, 1997 by and between the BCBSA and BC
Life & Health Insurance Company, incorporated by reference to Exhibit 99.9 of Registrant's Form 8-K
filed on August 5, 1997
10.28 Blue Cross Controlled Affiliate License Agreement Applicable to Life Insurance Companies effective as of
August 4, 1997 by and between the BCBSA and BC Life & Health Insurance Company, incorporated by
reference to Exhibit 99.10 of Registrant's Form 8-K filed on August 5, 1997
10.29 Fourth Amendment to Credit Agreement and Consent dated as of July 21, 1997 by and among the Registrant,
WellPoint California, Bank of America National Trust and Savings Association, as Administrative Agent,
NationsBank of Texas, N.A., as Syndication Agent, and Chase Manhattan Bank, as Documentation Agent, and
the other financial institutions named therein, incorporated by reference to Exhibit 99.11 to
Registrant's Current Report on Form 8-K filed on August 5, 1997.
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.30 Undertakings dated July 31, 1997 by the Registrant, WellPoint California and WellPoint California
Services, Inc. to the California Department of Corporations, incorporated by reference to Exhibit 99.12
to Registrant's Current Report on Form 8-K filed on August 5, 1997
10.31* WellPoint Health Networks Inc. Employee Stock Purchase Plan (as amended and restated effective January
1, 1998), incorporated by reference to Exhibit 10.71 of Registrant's Form 10-Q for the quarter ended
June 30, 1997
10.32* Amendment No. 1 to Employment Agreement by and between the Registrant and Leonard D. Schaeffer,
incorporated by reference to Exhibit 10.72 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997
10.33* Amended and Restated Special Executive Retirement Plan effective as of September 1, 1997 by and between
the Registrant and Leonard D. Schaeffer, incorporated by reference to Exhibit 10.73 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997
10.34* Salary Deferral Savings Program of WellPoint Health Networks Inc., as amended through October 1, 1997,
incorporated by reference to Exhibit 10.74 to Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997
10.35* WellPoint Health Networks Inc. Comprehensive Executive Non-Qualified Retirement Plan, incorporated by
reference to Exhibit 4.6 to the Registrant's Registration Statement on S-8 (File No. 333-42073).
10.36* WellPoint Health Networks Inc. Employee Stock Option Plan, as amended through February 24, 1999
10.37* WellPoint Officer Benefit Enrollment Guide Brochure
10.38 Office Lease dated as of December 2, 1997 by and among the Registrant and Westlake Business Park, Ltd.,
incorporated by reference to Exhibit 10.48 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997
10.39 Fifth Amendment dated as of May 1, 1998 to the Registrant's Credit Agreement dated as of May 15, 1996,
incorporated by reference to Exhibit 10.01 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998
10.40* Amendment No. 2 dated May 1, 1998 to the Employment Agreement by and between the Registrant and Leonard
D. Schaeffer incorporated by reference to Exhibit 10.02 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998
10.41* Amendment No. 1 to the Salary Deferral Savings Program of WellPoint Health Networks Inc., incorporated
by reference to Exhibit 10.03 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998
10.42 California Blue Cross License Addendum (amended and restated as of June 12, 1998), by and among the
Registrant, Blue Cross of California and the Blue Cross Blue Shield Association, incorporated by
reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on June 15, 1998
10.43 Amendment No. 1 dated as of June 12, 1998 to the Amended and Restated Share Escrow Agent Agreement by
and between the Registrant and U.S. Trust Company of California, N.A., incorporated by reference to
Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on June 15, 1998
10.44* Promissory Note dated as of June 23, 1998 made by Joan Herman in favor of the Registrant, incorporated
by reference to Exhibit 10.04 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.45* Stock Option/Award Plan, as amended through October 27, 1998, incorporated by reference to Exhibit 10.01
to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
10.46* WellPoint Health Networks Inc. Officer Change-in-Control Plan (as amended and restated through October
27, 1998), incorporated to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998
10.47* WellPoint Health Networks Inc. Officer Severance Plan (as adopted October 27, 1998), incorporated by
reference to Exhibit 10.03 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998
10.48 Letter Agreement dated July 8, 1998 by and between the Registrant and the Foundation, incorporated by
reference to Exhibit 10.04 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998
10.49* WellPoint Health Networks Inc. Management Bonus Plan, incorporated by reference to Exhibit 10.05 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998
10.50* Amendment No. 3 dated as of October 27, 1998 to the Employment Agreement by and between the Registrant
and Leonard D. Schaeffer
10.51* Amendment No. 2 to the Salary Deferral Savings Program of WellPoint Health Networks Inc.
10.52* Board of Directors Deferred Compensation Plan of WellPoint Health Networks Inc.
10.53 Stock Purchase Agreement dated as of November 20, 1998 by and between the Registrant and the Foundation
10.54* Amendment No. 3 to the Salary Deferral Savings Program of WellPoint Health Networks Inc.
21 List of Subsidiaries of the Registrant
23.1 Consent of Independent Accountants
24 Power of Attorney (included on Signature Page).
27.1 Financial Data Schedule
</TABLE>
- ------------------------
* Management contract or compensatory plan or arrangement
50
<PAGE>
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<S> <C> <C>
Date: March 26, 1999 WELLPOINT HEALTH NETWORKS INC.
By: /s/ LEONARD D. SCHAEFFER
-----------------------------------------
Leonard D. Schaeffer
CHAIRMAN OF THE BOARD OF DIRECTORS AND
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of WellPoint Health Networks
Inc. do hereby constitute and appoint Leonard D. Schaeffer and Thomas C. Geiser,
and each of them, the lawful attorney and agent or attorneys and agents with
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable WellPoint Health Networks Inc. to
comply with the Securities Exchange Act of 1934, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Annual Report on Form 10-K. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Annual Report on Form 10-K or amendment or
supplements thereto, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agent, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his or her name.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board of
/s/ LEONARD D. SCHAEFFER Directors and Chief
- ------------------------------ Executive Officer March 26, 1999
Leonard D. Schaeffer (Principal Executive
Officer)
Executive Vice President
/s/ DAVID C. COLBY and Chief Financial
- ------------------------------ Officer (Principal March 26, 1999
David C. Colby Financial Officer)
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Senior Vice President,
/s/ S. LOUISE MCCRARY Controller and Chief
- ------------------------------ Accounting Officer March 26, 1999
S. Louise McCrary (Principal Accounting
Officer)
/s/ W. TOLIVER BESSON
- ------------------------------ Director March 26, 1999
W. Toliver Besson
/s/ ROGER E. BIRK
- ------------------------------ Director March 26, 1999
Roger E. Birk
/s/ SHEILA P. BURKE
- ------------------------------ Director March 26, 1999
Sheila P. Burke
/s/ STEPHEN L. DAVENPORT
- ------------------------------ Director March 26, 1999
Stephen L. Davenport
/s/ JULIE A. HILL
- ------------------------------ Director March 26, 1999
Julie A. Hill
/s/ ELIZABETH A. SANDERS
- ------------------------------ Director March 26, 1999
Elizabeth A. Sanders
</TABLE>
52
<PAGE>
INDEX TO FINANCIAL STATEMENTS
WELLPOINT HEALTH NETWORKS INC.
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Report of Independent Accountants.......................................................................... F-1
Consolidated Balance Sheets as of December 31, 1998 and 1997............................................... F-2
Consolidated Income Statements for the Three Years Ended December 31, 1998................................. F-3
Consolidated Statements of Changes in Stockholders' Equity for the Three Years Ended December 31, 1998..... F-4
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1998.......................... F-5
Notes to Consolidated Financial Statements................................................................. F-6
</TABLE>
53
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
February 11, 1999
To the Stockholders and Board of Directors
WellPoint Health Networks Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated income statements and consolidated statements of changes in
stockholders' equity and cash flows present fairly, in all material respects,
the financial position of WellPoint Health Networks Inc. and its subsidiaries
(the "Company") at December 31, 1998 and 1997, and the results of their
operations and cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
Los Angeles, California
F-1
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
(IN THOUSANDS, EXCEPT SHARE DATA) 1998 1997
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents....................... $ 410,875 $ 269,067
Investment securities, at market value.......... 2,250,174 2,188,651
Receivables, net................................ 485,259 502,880
Deferred tax assets............................. 121,881 68,279
Income taxes recoverable........................ 95,902 --
Other current assets............................ 70,349 50,262
------------ ------------
Total Current Assets.......................... 3,434,440 3,079,139
Property and equipment, net....................... 131,459 112,526
Intangible assets, net............................ 93,937 295,680
Goodwill, net..................................... 336,155 325,067
Long-term investments, at market value............ 103,253 102,819
Deferred tax assets............................... 79,976 61,078
Other non-current assets.......................... 46,614 48,592
------------ ------------
Total Non-Current Assets...................... 791,394 945,762
------------ ------------
Net assets of discontinued operations held for
sale............................................ -- 209,223
------------ ------------
Total Assets................................ $ 4,225,834 $ 4,234,124
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Medical claims payable.......................... $ 946,502 $ 922,658
Reserves for future policy benefits............. 55,024 51,189
Unearned premiums............................... 215,058 196,205
Accounts payable and accrued expenses........... 342,713 347,316
Experience rated and other refunds.............. 249,685 255,495
Income taxes payable............................ -- 105,052
Other current liabilities....................... 373,882 302,032
------------ ------------
Total Current Liabilities..................... 2,182,864 2,179,947
Accrued postretirement benefits................... 67,058 63,891
Reserves for future policy benefits,
non-current..................................... 319,056 332,033
Long-term debt.................................... 300,000 388,000
Other non-current liabilities..................... 41,633 47,084
------------ ------------
Total Liabilities............................. 2,910,611 3,010,955
Stockholders' Equity:
Preferred Stock--$0.01 par value, 50,000,000
shares authorized, none issued and
outstanding................................... -- --
Common Stock--$0.01 par value, 300,000,000
shares authorized, 70,620,657 and 69,778,086
issued in 1998 and 1997, respectively......... 706 698
Treasury stock, at cost, 3,501,556 and 4,571
shares in 1998 and 1997, respectively......... (193,435) (103)
Additional paid-in capital...................... 921,747 882,312
Retained earnings............................... 576,598 345,318
Accumulated other comprehensive income.......... 9,607 (5,056)
------------ ------------
Total Stockholders' Equity.................... 1,315,223 1,223,169
------------ ------------
Total Liabilities and Stockholders'
Equity..................................... $ 4,225,834 $ 4,234,124
------------ ------------
------------ ------------
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-2
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------
1998 1997 1996
------------ ------------ ------------
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S> <C> <C> <C>
Revenues:
Premium revenue............................ $ 5,934,812 $ 5,068,947 $ 3,699,337
Management services revenue................ 433,960 377,138 147,911
Investment income.......................... 109,578 196,153 123,584
------------ ------------ ------------
6,478,350 5,642,238 3,970,832
Operating Expenses:
Health care services and other benefits.... 4,776,345 4,087,420 2,825,914
Selling expense............................ 280,078 249,389 202,318
General and administrative expense......... 975,099 836,581 543,541
Nonrecurring costs......................... -- 14,535 --
------------ ------------ ------------
6,031,522 5,187,925 3,571,773
------------ ------------ ------------
Operating Income............................. 446,828 454,313 399,059
Interest expense........................... 26,903 36,658 36,628
Other expense, net......................... 27,939 31,301 25,195
------------ ------------ ------------
Income from Continuting Operations before
Provision for Income Taxes................. 391,986 386,354 337,236
Provision for income taxes................. 72,438 156,917 138,718
------------ ------------ ------------
Income from Continuing Operations............ 319,548 229,437 198,518
Discontinued Operations:
Income (Loss) from Workers' Compensation
Segment, net of tax benefit of $6,959,
$2,126 and $1,212, respectively.......... (12,592) (2,028) 3,484
Loss on disposal of Workers' Compensation
Segment, net of tax benefit of $33,022... (75,676) -- --
------------ ------------ ------------
Income (Loss) from Discontinued Operations... (88,268) (2,028) 3,484
------------ ------------ ------------
Net Income................................... $ 231,280 $ 227,409 $ 202,002
------------ ------------ ------------
------------ ------------ ------------
Earnings Per Share:
Income from continuing operations.......... $ 4.63 $ 3.33 $ 2.99
Income (loss) from discontinued
operations............................... (1.28) (0.03) 0.05
------------ ------------ ------------
Net income................................. $ 3.35 $ 3.30 $ 3.04
------------ ------------ ------------
------------ ------------ ------------
Earnings Per Share Assuming Full Dilution:
Income from continuing operations.......... $ 4.55 $ 3.30 $ 2.99
Income (loss) from discontinued
operations............................... (1.26) (0.03) 0.05
------------ ------------ ------------
Net income................................. $ 3.29 $ 3.27 $ 3.04
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See the accompanying notes to the consolidated financial statements.
F-3
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
-----------------------------------
CLASS A COMMON STOCK
ISSUED IN TREASURY
PREFERRED ---------------------- ----------- ----------------------
(IN THOUSANDS) STOCK SHARES AMOUNT AMOUNT SHARES AMOUNT
---------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AS OF JANUARY 1, 1996........... $ -- -- $ -- $ -- 19,500 $ 195
Recapitalization
Dividends.............................
Share exchange........................ 66,367 664 (19,500) (195)
Stock grants to employees and
directors............................. 117 1
Stock issued for employee stock purchase
plan.................................. 43
Comprehensive income
Net income............................
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment.......
Total comprehensive income..............
---------- ---------- ---------- ----------- ---------- ----------
BALANCE AS OF DECEMBER 31, 1996......... -- 66,527 665 -- -- --
Net proceeds from common stock
offering.............................. 3,000 30
Stock grants to employees and
directors............................. 6
Stock issued for employee stock option
and stock purchase plans.............. 245 3
Stock repurchased, 4,571 shares at
cost.................................. (103)
Comprehensive income
Net income............................
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment.......
Total comprehensive income..............
---------- ---------- ---------- ----------- ---------- ----------
BALANCE AS OF DECEMBER 31, 1997......... -- 69,778 698 (103) -- --
Stock grants to employees and
directors............................. 6
Stock issued for employee stock option
and stock purchase plans.............. 837 8
Stock repurchased, 3,496,985 shares at
cost.................................. (193,332)
Comprehensive income
Net income............................
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment.......
Total comprehensive income..............
---------- ---------- ---------- ----------- ---------- ----------
BALANCE AS OF DECEMBER 31, 1998......... $ -- 70,621 $ 706 $ (193,435) -- $ --
---------- ---------- ---------- ----------- ---------- ----------
---------- ---------- ---------- ----------- ---------- ----------
<CAPTION>
CLASS B COMMON STOCK ACCUMULATED
ADDITIONAL OTHER
---------------------- PAID-IN RETAINED COMPREHENSIVE
(IN THOUSANDS) SHARES AMOUNT CAPITAL EARNINGS INCOME TOTAL
---------- ---------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AS OF JANUARY 1, 1996........... 80,000 $ 800 $1,100,288 $ 567,123 $ 1,820 $1,670,226
Recapitalization
Dividends............................. (343,784 ) (651,216) (995,000)
Share exchange........................ (80,000) (800) 331 --
Stock grants to employees and
directors............................. 4,082 4,083
Stock issued for employee stock purchase
plan.................................. 962 962
Comprehensive income
Net income............................ 202,002 202,002
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment....... (11,814) (11,814)
---------- ------------- ----------
Total comprehensive income.............. 202,002 (11,814) 190,188
---------- ------------- ----------
---------- ---------- ----------
---------- ------------- ----------
BALANCE AS OF DECEMBER 31, 1996......... -- -- 761,879 117,909 (9,994) 870,459
Net proceeds from common stock
offering.............................. 110,310 110,340
Stock grants to employees and
directors............................. 270 270
Stock issued for employee stock option
and stock purchase plans.............. 9,853 9,856
Stock repurchased, 4,571 shares at
cost.................................. (103)
Comprehensive income
Net income............................ 227,409 227,409
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment....... 4,938 4,938
---------- ------------- ----------
Total comprehensive income.............. 227,409 4,938 232,347
---------- ------------- ----------
---------- ---------- ----------
---------- ------------- ----------
BALANCE AS OF DECEMBER 31, 1997......... -- -- 882,312 345,318 (5,056) 1,223,169
Stock grants to employees and
directors............................. 399 399
Stock issued for employee stock option
and stock purchase plans.............. 39,036 39,044
Stock repurchased, 3,496,985 shares at
cost.................................. (193,332)
Comprehensive income
Net income............................ 231,280 231,280
Other comprehensive income, net of tax
Change in unrealized valuation
adjustment on investment
securities, net of
reclassification adjustment....... 14,663 14,663
---------- ------------- ----------
Total comprehensive income.............. 231,280 14,663 245,943
---------- ------------- ----------
---------- ---------- ----------
---------- ------------- ----------
BALANCE AS OF DECEMBER 31, 1998......... -- $ -- $ 921,747 $ 576,598 $ 9,607 $1,315,223
---------- ---------- ---------- ---------- ------------- ----------
---------- ---------- ---------- ---------- ------------- ----------
</TABLE>
See accompanying notes to the consolidated financial statements.
F-4
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
(IN THOUSANDS) 1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations........................................... $ 319,548 $ 229,437 $ 198,518
Adjustments to reconcile income from continuing operations to net cash
provided by continuing operating activities:
Depreciation and amortization, net of accretion........................... 54,590 51,239 31,971
(Gains) losses on sales of assets, net.................................... 34,679 (59,168) (16,270)
Provision (benefit) for deferred income taxes............................. (83,261) 20,699 (21,261)
Amortization of deferred gain on sale of building......................... (4,425) (4,426) (2,582)
(Increase) decrease in certain assets:
Receivables, net........................................................ 17,621 (11,315) 19,053
Income taxes recoverable................................................ 15,099 -- --
Other current assets.................................................... (20,087) (30,536) 46,119
Other non-current assets................................................ 1,978 1,719 (47,552)
Increase (decrease) in certain liabilities:
Medical claims payable.................................................. 23,844 170,728 (9,585)
Reserves for future policy benefits..................................... (9,142) 407 (492)
Unearned premiums....................................................... 18,853 14,072 24,113
Accounts payable and accrued expenses................................... (6,415) 102,662 68,563
Experience rated and other refunds...................................... (5,810) 17,726 12,029
Other current liabilities............................................... 35,398 3,745 52,480
Accrued postretirement benefits......................................... 3,167 2,805 (1,600)
Other non-current liabilities........................................... (1,027) (13,698) 3,795
---------- ---------- ----------
Net cash provided by continuing operating activities.................. 394,610 496,096 357,299
---------- ---------- ----------
Income (loss) from discontinued operations.................................. (12,592) (2,028) 3,484
Adjustment to derive cash flows from discontinued operating activities:
Change in net operating assets............................................ 7,410 59,012 43,806
---------- ---------- ----------
Net cash provided by (used in) discontinued operating activities............ (5,182) 56,984 47,290
---------- ---------- ----------
Net cash provided by operating activities............................. 389,428 553,080 404,589
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments purchased..................................................... (2,843,102) (2,641,752) (1,089,838)
Proceeds from investments sold............................................ 2,666,355 1,836,541 812,402
Proceeds from investments matured......................................... 106,436 143,218 75,018
Property and equipment purchased.......................................... (78,431) (58,619) (44,150)
Proceeds from property and equipment sold................................. 25,721 503 291
Proceeds from sale of Workers' Compensation business...................... 101,413 -- --
Additional investment in subsidiaries..................................... -- (18,317) --
Purchase of subsidiaries, net of cash acquired............................ -- 361,977 (453,068)
---------- ---------- ----------
Net cash used in continuing investing activities...................... (21,608) (376,449) (699,345)
---------- ---------- ----------
Net cash provided by (used in) discontinued investing activities............ 15,877 (76,149) (36,892)
---------- ---------- ----------
Net cash used in investing activities................................. (5,731) (452,598) (736,237)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................................. -- 150,000 825,000
Repayment of long-term debt............................................... (88,000) (387,000) (262,000)
Net proceeds from common stock offering................................... -- 110,340 --
Proceeds from the issuance of common stock................................ 39,443 10,126 962
Common stock repurchased.................................................. (193,332) (103) --
Dividends paid in connection with the Recapitalization.................... -- -- (995,000)
---------- ---------- ----------
Net cash used in financing activities................................. (241,889) (116,637) (431,038)
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents........................ 141,808 (16,155) (762,686)
Cash and cash equivalents at beginning of year.............................. 269,067 285,222 1,047,908
---------- ---------- ----------
Cash and cash equivalents at end of year.................................... $ 410,875 $ 269,067 $ 285,222
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying notes to the consolidated financial statements.
F-5
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
WellPoint Health Networks Inc. (the "Company" or "WellPoint"), is one of the
nation's largest publicly traded managed health care companies. As of December
31, 1998, WellPoint had approximately 6.9 million medical members and
approximately 25 million specialty members. The Company offers a broad spectrum
of network-based managed care plans. WellPoint provides these plans to the large
and small employer, individual and senior markets. The Company's managed care
plans include preferred provider organizations ("PPOs"), health maintenance
organizations ("HMOs"), point-of-service ("POS") plans, other hybrid plans and
traditional indemnity plans. In addition, the Company offers managed care
services, including underwriting, actuarial service, network access, medical
cost management and claims processing. The Company offers a continuum of managed
health care plans while providing incentives to members and employers to select
more intensively managed plans. The Company typically offers such plans at a
lower cost in exchange for additional cost-control measures, such as limited
flexibility in choosing physicians and hospitals that are not included in the
Company's provider networks. The Company believes that it is better able to
predict and control its health care costs as its members select more intensively
managed health care plans. The Company also provides a broad array of specialty
and other products and services including pharmacy, dental, utilization
management, life insurance, preventive care, disability, behavioral health,
COBRA and flexible benefits account administration.
On May 20, 1996, the Company concluded a series of transactions
(collectively, the "Recapitalization") to recapitalize its publicly traded,
majority-owned subsidiary, WellPoint Health Networks Inc., a California
corporation ("Old WellPoint"), pursuant to the Amended and Restated
Recapitalization Agreement dated as of March 31, 1995 (the "Amended
Recapitalization Agreement"), by and among Old WellPoint, the company formerly
known as Blue Cross of California ("BCC"), the California HealthCare Foundation
(the "Foundation") and the California Endowment (the "Endowment"). In connection
with the Recapitalization, (a) Old WellPoint distributed an aggregate of $995.0
million by means of a special dividend of $10.00 per share to the record holders
of its Class A and Class B Common Stock as of May 15, 1996, (b) BCC, the sole
shareholder of Old WellPoint's Class B Common Stock, donated its portion of such
dividend ($800.0 million) to the Endowment, (c) BCC donated its assets, other
than the shares of the Old WellPoint Class B Common Stock held by BCC and its
commercial operations (the "BCC Commercial Operations"), to the Foundation, (d)
BCC changed its status from a California nonprofit public benefit corporation to
a California for-profit business corporation, in conformity with the terms and
orders of the California Department of Corporations (the "DOC"), immediately
following which BCC issued to the Foundation 53,360,000 shares of its common
stock and (e) Old WellPoint merged with and into BCC (the "Merger"), with the
resulting entity changing its name to WellPoint Health Networks Inc. In
connection with the Merger, (i) each outstanding share of Old WellPoint's Class
A Common Stock was converted into 0.667 shares of the Company's Common Stock,
(ii) the outstanding shares of the Company's common stock issued to the
Foundation prior to the Merger were converted into 53,360,000 shares of the
post-merger Company's Common Stock, (iii) a cash payment of $235.0 million was
made to the Foundation to reflect the value of the BCC Commercial Operations and
(iv) the outstanding shares of Old WellPoint's Class B Common Stock were
canceled. The BCC Commercial Operations consisted of, among other things, the
health care lines of business conducted by BCC, substantially all agreements
with health care providers that provided services to enrollees of BCC and all of
the cash and securities of BCC on hand at the time of closing of the
Recapitalization. In November 1996, the Company and the Foundation amended the
terms of the Recapitalization to provide for the substitution by the Company of
$7.0 million in cash for the capital stock of certain entities owning the real
estate parcel surrounding the Company's headquarters building in Woodland Hills,
California.
F-6
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. ORGANIZATION (CONTINUED)
The purchase method of accounting has been used to account for the
acquisition of the BCC Commercial Operations. The Company paid $206.7 million
for the Blue Cross trademark and was amortizing this intangible asset on a
straight-line basis over 40 years. The entire intangible asset balance related
to the BCC Commercial Operations purchase was written-off during 1998 (See Note
8 to the Consolidated Financial Statements).
By virtue of the Merger and the exchange of shares of Old WellPoint for
those of the Company, as of May 20, 1996 (the effective date of the Merger),
there were a total of 66,366,500 shares of the Company's Common Stock
outstanding, of which 53,360,000 shares (or approximately 80.4%) were held
beneficially by the Foundation. On November 21, 1996, April 10, 1997 and April
16, 1998 the Foundation sold approximately 15.0, 8.5 and 12.0 million shares,
respectively, of the Company's Common Stock through public offerings. Upon
completion of the April 1998 offering, the Foundation owned 17.9 million shares
(or approximately 26.7%) of the Company's outstanding shares.
As more fully described in Note 11, on September 1, 1998, the Company
completed the sale of its workers' compensation segment. Such sale was accounted
for as a discontinued operation, with prior period results restated to exclude
the workers' compensation segment from continuing operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As a managed health care organization, the Company derives the majority of
its revenues from premiums received for providing prepaid health services and
prepares its financial statements in accordance with the AICPA Audit and
Accounting Guide for "Health Care Organizations." The following is a summary of
significant accounting policies used in the preparation of the accompanying
consolidated financial statements. Such policies are in accordance with
generally accepted accounting principles and have been consistently applied. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses for each reporting period. The
significant estimates made in the preparation of the Company's consolidated
financial statements relate to the assessment of the carrying value of the
goodwill and intangible assets, medical claims payable, reserves for future
policy benefits, experience rated refunds and contingent liabilities. While
management believes that the carrying value of such assets and liabilities are
adequate as of December 31, 1998 and 1997, actual results could differ from the
estimates upon which the carrying values were based.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany transactions and accounts
have been eliminated in consolidation.
CASH EQUIVALENTS
The Company considers cash equivalents to include highly liquid debt
instruments purchased with an original remaining maturity of three months or
less.
F-7
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash investments,
investment securities, foreign currency denominated forward exchange contracts
and interest rate swaps. The Company invests its excess cash primarily in
commercial paper and money market funds. Although a majority of the cash
accounts exceed the federally insured deposit amount, management does not
anticipate nonperformance by financial institutions and reviews the financial
viability of these institutions on a periodic basis. The Company attempts to
limit its risk in investment securities by maintaining a diversified portfolio.
The components of investment securities are shown in Note 3.
INVESTMENTS
Investment securities consist primarily of U.S. Treasury and agency
securities, foreign currency denominated bonds, mortgage-backed securities,
investment grade corporate bonds and equity securities. The Company has
determined that its investment securities are available for use in current
operations and, accordingly, has classified such investment securities as
current without regard to contractual maturity dates.
Long-term investments consist primarily of restricted assets, equity and
other investments. Restricted assets, at market value, included in long-term
investments at December 31, 1998 and 1997 were $96.6 million and $94.2 million,
respectively, and consisted of investments on deposit with the DOC. These
deposits consisted primarily of U.S. Treasury bonds and notes. Due to their
restricted nature, such investments are classified as long-term without regard
to contractual maturity.
The Company has determined that its debt and equity securities are available
for sale. Debt and equity securities are carried at estimated fair value based
on quoted market prices for the same or similar instruments. Unrealized gains
and losses are computed on the basis of specific identification and are included
in other comprehensive income, net of applicable deferred income taxes. Realized
gains and losses on the disposition of investments are included in investment
income. The specific identification method is used in determining the cost of
debt and equity securities sold.
The Company participates in a securities lending program whereby marketable
securities in the Company's portfolio are transferred to an independent broker
or dealer in exchange for collateral equal to at least 102% of the market value
of securities on loan.
In order to mitigate foreign currency risk for certain investments on the
foreign currency denominated bonds within the Company's investment portfolio,
the Company has entered into two types of foreign currency derivative
instruments. The first type is a forward exchange contract which is entered into
to hedge the foreign currency risk between the trade date and the settlement
date of a foreign currency investment transaction. Gains and losses related to
such instruments are recognized in the Company's income statement. The Company
has also entered into foreign currency contracts for each of the fixed maturity
securities owned as of December 31, 1998 to hedge asset positions denominated in
other currencies. The unrealized gains and losses, net of deferred taxes, from
such forward contracts and the related hedged investments are reflected in other
comprehensive income.
F-8
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PREMIUMS RECEIVABLE
Premiums receivable are shown net of an allowance based on historical
collection trends and management's judgment on the collectibility of these
accounts. These collection trends, as well as prevailing and anticipated
economic conditions, are routinely monitored by management, and any adjustments
required are reflected in current operations.
PROPERTY AND EQUIPMENT, NET
Property and equipment are stated at cost, net of depreciation, and are
depreciated on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are stated net of amortization and are amortized
over a period not exceeding the term of the lease.
Computer software costs that are incurred in the preliminary project stage
are expensed as incurred. Direct consulting costs, payroll and payroll related
cost for employees who are directly associated with each project are capitalized
and amortized over a five-year period when placed into production.
INTANGIBLE ASSETS AND GOODWILL
Intangible assets and goodwill represent the cost in excess of fair value of
the net assets, net of the related tax impact, acquired in purchase
transactions. Intangible assets and goodwill are being amortized, utilizing a
composite useful life, on a straight-line basis over periods ranging from 20 to
25 years. (See Note 6 for a more complete discussion of the Company's intangible
assets and goodwill.)
The Company periodically evaluates whether events or circumstances have
occurred that may affect the estimated useful life or the recoverability of the
remaining balance of goodwill and other identifiable intangible assets.
Impairment of an intangible asset is triggered when the estimated future
undiscounted cash flows (excluding interest charges) do not exceed the carrying
amount of the intangible asset and related goodwill. If the events or
circumstances indicate that the remaining balance of the intangible asset and
goodwill may be permanently impaired, such potential impairment will be measured
based upon the difference between the carrying amount of the intangible asset
and goodwill and the fair value of such asset determined using the estimated
future discounted cash flows (excluding interest charges) generated from the use
and ultimate disposition of the respective acquired entity.
MEDICAL CLAIMS PAYABLE
The liability for medical claims payable includes claims in process and a
provision for incurred but not reported claims, which is actuarially determined
based on historical claims payment experience and other statistics. Claim
processing expenses are also accrued based on an estimate of expenses necessary
to process such claims. Such reserves are continually monitored and reviewed
with any adjustments reflected in current operations. Capitation costs represent
monthly fees paid one month in advance to physicians, certain other medical
service providers and hospitals in the Company's HMO networks as retainers for
providing continuing medical care. The Company maintains various programs that
provide incentives to physicians, certain other medical service providers and
hospitals participating in its HMO networks through the use of risk-sharing
agreements and other programs. Payments under such agreements are made based on
the providers' performance in controlling health care costs while providing
quality health care. Expenses related to these programs, which are based in part
on estimates, are recorded in the period in which the related services are
rendered.
F-9
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RESERVES FOR FUTURE POLICY BENEFITS
The estimated reserves for future policy benefits relate to life and
disability policies written in connection with health care contracts. Reserves
for future extended benefit coverage are based on projections of past
experience. Reserves for future policy and contract benefits for certain
long-term disability products and group paid-up life products are based upon
interest, mortality and morbidity assumptions from published actuarial tables,
modified based upon the Company's experience. Reserves are continually monitored
and reviewed, and as settlements are made or reserves adjusted, differences are
reflected in current operations. The current portion of reserves for future
policy benefits relates to the portion of such reserves which management expects
to pay within one year.
POSTRETIREMENT BENEFITS
The Company currently provides certain health care and life insurance
benefits to eligible retirees and their dependents under plans administered by
the Company. The Company accrues the estimated costs of retiree health and other
postretirement benefits during the periods in which eligible employees render
service to earn the benefits.
INTEREST RATE SWAP AGREEMENTS
The Company utilizes interest rate swap agreements to manage interest rate
exposures. The principal objective of such contracts is to minimize the risks
and/or costs associated with financial activities. The counterparties to these
contractual arrangements are major financial institutions with which the Company
also has other financial relationships. These counterparties expose the Company
to credit loss in the event of nonperformance. However, the Company does not
anticipate nonperformance by the counterparties.
The Company entered into interest rate swap agreements to reduce the impact
of changes in interest rates on its floating rate debt under its revolving
credit facility. The swap agreements are contracts to exchange floating interest
rate payments for fixed interest rate payments periodically over the life of the
agreements without the exchange of the underlying notional amounts. The notional
amounts of the interest rate swap agreements are used to measure interest to be
paid. For interest rate instruments that effectively hedge interest rate
exposures, the net cash amounts paid on the agreements are accrued and
recognized as an adjustment to interest expense. If an agreement no longer
qualifies as a hedge instrument, then it is marked to market and carried on the
balance sheet at fair value. The change in fair value of these instruments are
included in investment income.
INCOME TAXES
The Company files a consolidated income tax return with its subsidiaries.
The Company's provision for income taxes reflects the current and future tax
consequences of all events that have been recognized in the financial statements
as measured by the provision of currently enacted tax laws and rates applicable
to future periods.
RECOGNITION OF PREMIUM REVENUE AND MANAGEMENT SERVICES REVENUE
For most health care and life insurance contracts, premiums are billed in
advance of coverage periods and are recognized as revenue over the period in
which services or benefits are obligated to be provided. Premiums include
revenue from other contracts, which principally relate to minimum premium
contracts,
F-10
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
where revenue is recognized based upon the ultimate loss experience of the
contract. These contracts obligate the Company to arrange for the provision of
health care for the members covered by the related contract and expose the
Company to financial risk based upon its ability to manage health care costs
below a contractual fixed attachment point. Premium revenue includes an
adjustment for experience rated refunds based on an estimate of incurred claims.
Experience rated refunds are paid based on contractual requirements.
The Company's group life and disability insurance contracts are traditional
insurance contracts which are typically issued only in conjunction with a health
care contract. Additionally, WellPoint has a limited number of indemnity health
insurance contracts principally acquired from the Life and Health Benefits
Management Division of the Massachusetts Mutual Life Insurance Company ("MMHD")
and the Group Benefits Operations of the John Hancock Mutual Life Insurance
Company ("GBO"). All of these contracts provide insurance protection for a fixed
period ranging from one month to a year. The Company has the ability at a
minimum to cancel the contract or adjust the provisions of the contract at the
end of the contract period. As a result, the Company's insurance contracts are
considered short-duration contracts.
Premiums applicable to the unexpired contractual coverage periods are
reflected in the accompanying consolidated balance sheet as unearned premiums.
Management services revenue is earned as services are performed and consists
of administrative fees for services provided to third parties, including
management of medical services, claims processing and access to provider
networks. Under administrative service contracts, self-funded employers retain
the full risk of financing benefits. Funds received from employers are equal to
amounts required to fund benefit expenses and pay earned administrative fees.
Because benefits expenses are not the obligation of the Company, premium revenue
and benefits expense for these contracts are not included in the Company's
financial statements. Administrative service fees received from employer groups
are included in the Company's revenues.
LOSS CONTRACTS
The Company monitors its contracts for the provision of medical care and
recognizes losses on those contracts when it is probable that expected future
health care and maintenance costs, under a group of existing contracts, will
exceed anticipated future premiums on those contracts. The estimation of future
health care medical costs includes all costs related to the provision of health
care to members covered by the related group of contracts. In determining
whether a loss has been incurred, the Company reviews contracts either
individually or collectively, depending upon the Company's method of
establishing premium rates for such contracts.
The Company further monitors its life insurance contracts and recognizes
losses on those contracts for which estimated future claims costs and
maintenance costs exceed the related unearned premium.
HEALTH CARE SERVICES AND OTHER BENEFITS
Health care services and other benefits expense includes the costs of health
care services, capitation expenses and expenses related to risk sharing
agreements with participating physicians, medical groups and hospitals and
incurred losses on the disability and life products. The costs of health care
services are accrued as services are rendered, including an estimate for claims
incurred but not yet reported.
F-11
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ADVERTISING COSTS
The Company uses print and broadcast advertising to promote its products.
The cost of advertising is expensed as incurred and totaled approximately $43.3
million, $36.5 million and $33.7 million for the years ended December 31, 1998,
1997 and 1996, respectively.
EARNINGS PER SHARE
Earnings per share is computed both including and excluding the impact of
common stock equivalents.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. The
Company has chosen to continue to account for stock-based compensation using the
intrinsic method prescribed in Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," and related interpretations.
Accordingly, compensation cost for stock options, under existing plans is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock.
COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 130, "Comprehensive Income" ("SFAS No.
130"). Comprehensive income encompasses all changes in stockholders' equity
(except those arising from transactions with stockholders) and includes net
income and net unrealized gains or losses on available-for-sale securities.
Comprehensive income is net of reclassification adjustments to adjust for items
currently included in net income, such as realized gains on investment
securities. The 1997 and 1996 consolidated financial statements have been
reclassified to reflect the provisions of this statement.
RECLASSIFICATIONS
Certain amounts in the prior year consolidated financial statements have
been reclassified to conform to the 1998 presentation. All amounts have been
restated from the original 1997 and 1996 presentations to exclude the
discontinued workers' compensation segment from continuing operations, and from
assets and cash flows as discussed in Note 11.
NEW ACCOUNTING PRONOUNCEMENTS
In April 1998, the AICPA issued Statement of Position ("SOP") No. 98-5,
"Reporting on the Costs of Start-Up Activities." SOP No. 98-5 provides guidance
on the accounting for start-up costs and organization costs. It requires these
costs to be expensed as incurred and, with certain exceptions, requires the
initial application to be reported as a cumulative effect of a change in
accounting principle. This SOP is effective for fiscal years beginning after
December 15, 1998. During the first quarter of 1999, the Company expects to
recognize an after-tax charge of approximately $20.4 million related to the
cumulative effect of the implementation of this pronouncement.
F-12
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
No. 133"). SFAS No. 133 establishes the accounting and reporting standards for
derivative instruments and for hedging activities. Upon adoption of SFAS No.
133, all derivatives must be recognized on the balance sheet at their then fair
value. Any stand-alone deferred gains and losses remaining on the balance sheet
under previous hedge accounting rules must be removed from the balance sheet and
all hedging relationships must be designated anew and documented pursuant to the
new accounting rules. The new standard will be effective in the first quarter of
2000. The Company is presently assessing the effect of SFAS No. 133 on the
financial statements of the Company.
3. INVESTMENTS
INVESTMENT SECURITIES
The Company's investment securities consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------
GROSS UNREALIZED
AMORTIZED -------------------- ESTIMATED
COST GAINS LOSSES FAIR VALUE
------------ --------- --------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury and agency........................................ $ 274,004 $ 4,546 $ 894 $ 277,656
Foreign government securities................................... 88,332 2,413 1,046 89,699
Mortgage-backed securities...................................... 598,529 8,517 688 606,358
Corporate and other securities.................................. 995,596 17,810 10,661 1,002,745
------------ --------- --------- ------------
Total debt securities......................................... 1,956,461 33,286 13,289 1,976,458
Equity and other investments.................................... 278,229 20,705 25,218 273,716
------------ --------- --------- ------------
Total investment securities................................. $ 2,234,690 $ 53,991 $ 38,507 $ 2,250,174
------------ --------- --------- ------------
------------ --------- --------- ------------
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------------------------------------
GROSS UNREALIZED
AMORTIZED -------------------- ESTIMATED
COST GAINS LOSSES FAIR VALUE
------------ --------- --------- ------------
<S> <C> <C> <C> <C>
U.S. Treasury and agency........................................ $ 359,016 $ 2,168 $ 299 $ 360,885
Mortgage-backed securities...................................... 721,816 8,370 2,229 727,957
Corporate and other securities.................................. 911,589 11,657 4,064 919,182
------------ --------- --------- ------------
Total debt securities......................................... 1,992,421 22,195 6,592 2,008,024
Equity and other investments.................................... 206,616 8,411 34,400 180,627
------------ --------- --------- ------------
Total investment securities................................. $ 2,199,037 $ 30,606 $ 40,992 $ 2,188,651
------------ --------- --------- ------------
------------ --------- --------- ------------
</TABLE>
The amortized cost and estimated fair value of debt securities as of
December 31, 1998, based on contractual maturity dates are summarized below (in
thousands). Expected maturities for mortgage-
F-13
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
backed securities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or prepayment
penalties.
<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
<S> <C> <C>
Due in one year or less........................................... $ 146,152 $ 144,408
Due after one year through five years............................. 564,138 565,335
Due after five years through ten years............................ 653,285 663,107
Due after ten years............................................... 592,886 603,608
------------ ------------
Total debt securities............................................. $ 1,956,461 $ 1,976,458
------------ ------------
------------ ------------
</TABLE>
For the years ended December 31, 1998, 1997 and 1996, proceeds from the
sales and maturities of debt securities were $2,569.1 million, $1,566.1 million
and $554.4 million, respectively. Gross gains of $28.2 million and gross losses
of $10.8 million were realized on the sales of debt securities for the year
ended December 31, 1998. For 1997, gross realized gains and gross realized
losses from sales of debt securities were $9.5 million and $7.2 million,
respectively. In 1996, gross realized gains and gross realized losses from sales
of debt securities were $1.2 million and $2.9 million, respectively.
For the years ended December 31, 1998, 1997 and 1996, proceeds from the
sales of equity securities were $203.7 million, $413.7 million and $333.0
million, respectively. Gross gains of $15.5 million and gross losses of $64.9
million were realized on the sales of equity securities in 1998. For 1997, gross
realized gains and gross realized losses on the sales of equity securities were
$68.5 million and $6.5 million, respectively. In 1996, gross realized gains and
gross realized losses on the sales of equity securities were $19.1 million and
$2.5 million, respectively.
Securities on loan under the Company's securities lending program are
included in its cash and investment portfolio shown on the accompanying
consolidated balance sheets. Under this program, broker/ dealers are required to
deliver substantially the same security to the Company upon completion of the
transaction. The balance of securities on loan as of December 31, 1998 and 1997
was $262.8 million and $499.3 million, respectively, and income earned on
security lending transactions for the years ended December 31, 1998, 1997 and
1996 was $1.0 million, $2.0 million and $2.2 million, respectively.
LONG-TERM INVESTMENTS
The Company's long-term investments consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------
GROSS UNREALIZED
AMORTIZED ------------------------ ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and agency securities...................................... $ 94,131 $ 408 $ 29 $ 94,510
Equity and other investments............................................. 8,743 -- -- 8,743
---------- ----- --- ----------
Total long-term investments............................................ $ 102,874 $ 408 $ 29 $ 103,253
---------- ----- --- ----------
---------- ----- --- ----------
</TABLE>
F-14
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------------------------------------
GROSS UNREALIZED
AMORTIZED ------------------------ ESTIMATED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. Treasury and agency securities...................................... $ 92,957 $ 214 $ -- $ 93,171
Equity and other investments............................................. 9,648 -- -- 9,648
---------- ----- --- ----------
Total long-term investments............................................ $ 102,605 $ 214 $ -- $ 102,819
---------- ----- --- ----------
---------- ----- --- ----------
</TABLE>
At December 31, 1998, the Company's debt securities had contractual maturity
dates: due in one year or less, amortized cost of $94.1 million and market value
of $94.5 million.
In 1997, the Company owned an interest in the stock of Health Partners Inc.
("HPI") which was accounted for under the equity method. In October 1997, HPI
entered into a business combination with FPA Medical Management Inc. ("FPA"), a
publicly traded company, which was accounted for as a pooling of interests. As a
result of the transaction, the Company exchanged its HPI stock for FPA stock and
recognized a pre-tax gain of $30.3 million at the date of the transaction. At
December 31, 1997, the Company's investment in FPA was held in its investment
portfolio at estimated fair value.
In 1998, the Company's investment in FPA experienced an "other than
temporary" decline in market value. As a result, the Company recognized a
pre-tax loss of $48.7 million. This investment was sold in 1998 for an amount
that approximated its written down value.
4. RECEIVABLES, NET
Receivables consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
<S> <C> <C>
1998 1997
---------- ----------
Premiums receivable................................................... $ 362,225 $ 339,618
Investment income and other receivables............................... 168,614 193,720
---------- ----------
530,839 533,338
Less allowance for doubtful accounts.................................. 45,580 30,458
---------- ----------
Receivables, net...................................................... $ 485,259 $ 502,880
---------- ----------
---------- ----------
</TABLE>
F-15
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, at cost, consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
<S> <C> <C>
1998 1997
---------- ----------
Furniture and fixtures................................................ $ 50,412 $ 44,079
Software.............................................................. 44,747 21,934
Equipment............................................................. 117,762 128,123
Leasehold improvements................................................ 41,543 32,125
---------- ----------
254,464 226,261
Less accumulated depreciation and amortization........................ 123,005 113,735
---------- ----------
Property and equipment, net........................................... $ 131,459 $ 112,526
---------- ----------
---------- ----------
</TABLE>
Depreciation and amortization expense for the years ended December 31, 1998,
1997 and 1996 was $36.8 million, $32.6 million and $19.5 million, respectively.
6. INTANGIBLE ASSETS AND GOODWILL
The intangible asset balance consists of the following components (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
<S> <C> <C>
Tradename and service mark............................................ $ -- $ 206,683
Employer group relationships.......................................... 77,991 77,991
Self-developed software............................................... 7,280 7,280
Provider contracts.................................................... 9,208 9,208
Miscellaneous intangible assets....................................... 5,728 5,728
---------- ----------
100,207 306,890
Less accumulated amortization......................................... 6,270 11,210
---------- ----------
Intangible assets, net................................................ $ 93,937 $ 295,680
---------- ----------
---------- ----------
</TABLE>
The goodwill balance consists of the following components (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
<S> <C> <C>
1998 1997
---------- ----------
Goodwill.............................................................. $ 368,310 $ 349,478
Less accumulated amortization......................................... 32,155 24,411
---------- ----------
Goodwill, net......................................................... $ 336,155 $ 325,067
---------- ----------
---------- ----------
</TABLE>
During the fourth quarter of 1998, the Company re-evaluated the useful life
of the intangible assets and goodwill related to its acquisitions of the GBO and
MMHD and reduced such composite lives from 35 to 20 years.
F-16
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. INTANGIBLE ASSETS AND GOODWILL (CONTINUED)
Amortization charged to operations was $19.9 million, $17.9 million and $9.8
million for the years ended December 31, 1998, 1997 and 1996, respectively.
As discussed in Note 8, in 1998 the Company received from the Internal
Revenue Service a favorable private letter ruling concerning the deductibility
of an $800 million payment made during the Company's May 1996 Recapitalization.
As a result of such private letter ruling in the third quarter of 1998, the
Company reduced the remaining intangible assets of $194.5 million related to its
acquisition of the BCC Commercial Operations to zero.
7. LONG-TERM DEBT
NOTES PAYABLE
In connection with the MMHD acquisition, the Company issued a Series A term
note for $62.0 million on March 31, 1996. At December 31, 1998 and 1997, $20
million was outstanding under this note. The Series A note will mature on March
31, 1999 and is expected to be refinanced utilizing the Company's revolving
credit facility. Interest is paid quarterly and the interest rate is equal to
the Company's average cost on the revolving credit facility, as described below.
REVOLVING CREDIT FACILITY
In May 1996, the Company entered into an agreement with a consortium of
financial institutions for a five-year revolving credit facility to provide a
line of credit up to $1.25 billion. In May 1996, $775.0 million was drawn on
this facility for the payment of a special dividend to the stockholders of Old
WellPoint in connection with the Recapitalization. In April 1997, the Company
amended this facility to decrease the maximum amount which could be borrowed to
$1.0 billion. The facility expires as of May 15, 2002, although it may be
extended for an additional one-year period under certain circumstances. At
December 31, 1998 and 1997, $280.0 million and $368.0 million, respectively, was
outstanding under this facility.
The agreement provides for interest on committed advances at rates
determined by reference to the bank's base rate or to the London Interbank
Offered Rate ("LIBOR") plus a margin determined by reference to the Company's
leverage ratio (as defined in the credit agreement) or the then-current rating
of the Company's unsecured long-term debt by specified rating agencies. Interest
is determined using whichever of these methods is the most favorable to the
Company (5.6% at December 31, 1998). Borrowings under the credit facility are
made on a committed basis or pursuant to an auction-bid process. A facility fee
based on the facility amount, regardless of utilization, is payable quarterly.
The facility fee rate is also determined by the unsecured debt ratings or the
leverage ratio of the Company.
SHELF REGISTRATION STATEMENT
In July 1996, the Company filed a registration statement relating to the
issuance of $1.0 billion of senior or subordinated unsecured indebtedness. As of
December 31, 1998, no indebtedness had been issued pursuant to this registration
statement.
MATURITIES
At December 31, 1998, the Company's long-term debt maturities are as
follows: 1999--$20 million; 2000--zero; 2001--zero; 2002--$280 million.
F-17
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. LONG-TERM DEBT (CONTINUED)
DEBT COVENANTS
The Company's revolving credit facility requires the maintenance of certain
financial ratios and contains other restrictive covenants, including
restrictions on the occurrence of additional indebtedness and the granting of
certain liens, limitations on acquisitions and investments and limitations on
changes in control. As of December 31, 1998, the Company was in compliance with
the requirements outlined in these agreements.
INTEREST RATE SWAPS
As described in Note 16, the Company is a party to three separate interest
rate swap agreements which convert underlying variable-rate debt into fixed-rate
debt.
INTEREST PAID
Interest paid on long-term debt for the years ended December 31, 1998, 1997
and 1996 was $25.9 million, $38.9 million and $30.3 million, respectively.
8. INCOME TAXES
The components of the provision (benefit) for income taxes are as follows
(in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal..................................... $ 97,231 $ 107,695 $ 129,413
State....................................... 30,929 28,523 30,566
--------- --------- ---------
128,160 136,218 159,979
--------- --------- ---------
Deferred:
Federal..................................... (51,398) 19,041 (16,733)
State....................................... (4,324) 1,658 (4,528)
--------- --------- ---------
(55,722) 20,699 (21,261)
--------- --------- ---------
Provision for income taxes from continuing
operations.................................. $ 72,438 $ 156,917 $ 138,718
--------- --------- ---------
--------- --------- ---------
</TABLE>
F-18
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. INCOME TAXES (CONTINUED)
The overall effective tax rate differs from the statutory federal tax rate
as follows (percent of pretax income from continuing operations):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Tax provision based on the federal statutory rate....... 35.0% 35.0% 35.0%
State income taxes, net of federal benefit.............. 4.4 5.1 5.0
Non-deductible expenses................................. 0.9 0.1 0.7
Tax benefit from IRS ruling in excess of noncurrent
intangible assets related to business combination..... (21.8) -- --
Other, net.............................................. -- 0.4 0.4
--------- --- ---
Effective tax rate...................................... 18.5% 40.6% 41.1%
--------- --- ---
--------- --- ---
</TABLE>
Net deferred tax assets are comprised of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Gross deferred tax assets:
Market valuation on investment securities............. $ -- $ 5,530
Vacation and holiday accruals......................... 8,521 7,388
Incurred claim reserve discounting.................... 10,726 11,451
Provision for doubtful accounts....................... 16,619 14,987
Unearned premium reserve.............................. 15,852 13,499
State income taxes.................................... 10,707 9,904
Postretirement benefits............................... 27,332 26,033
Deferred gain on building............................. 7,063 8,867
Deferred compensation................................. 11,349 8,553
Expenses not currently deductible..................... 44,791 44,615
Intangible asset impairment........................... 7,940 8,189
Capital loss carryover................................ 11,247 --
Alternative Minimum Tax credit carryover.............. 46,616 --
Other, net............................................ 8,599 6,119
--------- ---------
Total gross deferred tax assets..................... 227,362 165,135
--------- ---------
Gross deferred tax liabilities:
Market valuation on investment securities............. (5,757) --
Depreciation and amortization......................... (11,313) (11,267)
Bond discount and basis differences................... (6,682) (21,240)
Other, net............................................ (1,753) (3,271)
--------- ---------
Total gross deferred tax liabilities................ (25,505) (35,778)
--------- ---------
Net deferred tax assets................................. $ 201,857 $ 129,357
--------- ---------
--------- ---------
</TABLE>
F-19
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. INCOME TAXES (CONTINUED)
Management believes that the deferred tax assets listed above are fully
recoverable and, accordingly, no valuation allowance has been recorded. Expenses
not currently deductible include various financial statement charges and
expenses that will be deductible for income tax purposes in future periods.
Income taxes paid for the years ended December 31, 1998, 1997 and 1996 were
$103.0 million, $121.2 million and $90.0 million, respectively.
INCOME TAXES
In September 1998, the Company received a private letter ruling from the
Internal Revenue Service with respect to the treatment of certain payments made
at the time of WellPoint's 1996 Recapitalization and acquisition of the BCC
Commercial Operations. The ruling allows the Company to deduct as an ordinary
and necessary business expense an $800 million cash payment made by BCC in May
1996 to one of two newly formed charitable foundations. As a result of the
ruling in 1998, the Company reduced the remaining intangible asset of $194.5
million arising from the acquisition of certain assets and liabilities of BCC
Commercial Operations at the time of the Recapitalization and recognized a
reduction in its income tax expense of $85.5 million. As a result, the Company
filed amended tax returns for prior years requesting a refund of approximately
$200 million and anticipates that current and future income tax payments will be
reduced by approximately $80 million and has, therefore, recognized an income
tax recoverable and a deferred tax asset, respectively, in its financial
statements for the year ended December 31, 1998.
As the result of the sale of its workers' compensation segment and its
investment in FPA, the Company has a Federal capital loss carryforward of $14.0
million and a California capital loss carryforward of $111.2 million. The
carryforward amounts expire on December 31, 2003. The federal alternative
minimum tax credit is available to offset future regular tax payments, on an
indefinite basis.
9. PENSION AND POSTRETIREMENT BENEFITS
The BCC pension and postretirement plans were assumed by the Company as a
result of the Recapitalization in 1996.
In 1998, the Company adopted SFAS No. 132, "Employers Disclosures about
Pensions and Other Postretirement Benefits." This statement requires the
disclosure of reconciliations of beginning and ending balances of plan benefit
obligations as well as the fair value of plan assets. It also requires the
disclosure of the effect a one percentage-point change (increase and decrease)
in the rate change of health care costs on the service and interest costs
components of net periodic postretirement health care benefit costs and on the
accumulated postretirement benefit obligation for health care benefits. It
eliminates the disclosures for plan descriptions, types of benefit formulas and
funding policies. The Company has restated prior period information to conform
to the required disclosures.
PENSION BENEFITS
The Company covers substantially all employees through two non-contributory
defined benefit pension plans. One plan covers employees of a bargaining unit,
bargaining unit employees, while the second plan, which was established on
January 1, 1987, covers all other eligible exempt and administrative employees
meeting certain age and employment requirements. Plan assets are invested
primarily in pooled income funds. The Company's policy is to fund its plans
according to the applicable Employee Retirement Income Security Act of 1974 and
income tax regulations. The Company uses the unit credit method of cost
determination.
F-20
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. PENSION AND POSTRETIREMENT BENEFITS (CONTINUED)
The funded status of the plans is as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---------- ----------
<S> <C> <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of year.............................. $ 63,554 $ 48,632
Service cost......................................................... 8,045 6,510
Interest cost........................................................ 5,183 4,353
Amendments........................................................... -- 714
Actuarial loss....................................................... 4,736 5,742
Benefits paid........................................................ (4,015) (2,397)
---------- ----------
Benefit obligation at end of year.................................... $ 77,503 $ 63,554
---------- ----------
---------- ----------
CHANGE IN PLAN ASSETS
Fair value at beginning of year...................................... $ 55,173 $ 45,239
Actual return on fair value.......................................... 5,024 7,681
Employer contributions............................................... 9,617 4,650
Benefits paid........................................................ (4,015) (2,397)
---------- ----------
Fair value at end of year............................................ $ 65,799 $ 55,173
---------- ----------
---------- ----------
Funded status........................................................ $ (11,703) $ (8,381)
Unrecognized prior service cost...................................... 401 410
Unrecognized actuarial loss.......................................... 11,668 7,244
---------- ----------
Net amount recognized................................................ $ 366 $ (727)
---------- ----------
---------- ----------
Amounts recognized in the Balance Sheet consist of:
Prepaid benefit cost............................................... $ 1,146 $ 1,240
Accrued benefit liability.......................................... (780) (1,967)
---------- ----------
Net amount recognized................................................ $ 366 $ (727)
---------- ----------
---------- ----------
WEIGHTED AVERAGE ASSUMPTIONS
Discount rate........................................................ 7.00% 7.25%
Expected return on plan assets....................................... 8.50% 8.50%
Rate of compensation increases....................................... 5.00% 5.50%
</TABLE>
F-21
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. PENSION AND POSTRETIREMENT BENEFITS (CONTINUED)
Net periodic pension expense for the Company's defined benefit pension plans
includes the following components:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
(IN THOUSANDS) 1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Service cost--benefits earned during the year..... $ 8,045 $ 6,510 $ 4,251
Interest cost on projected benefits obligations... 5,183 4,353 3,538
Expected return on plan assets.................... (4,908) (3,992) (3,255)
Amortization of prior service cost................ 9 9 (62)
Amortization of transition obligation............. -- (15) (26)
Recognized net actuarial loss..................... 196 191 684
--------- --------- ---------
Net periodic pension expense...................... $ 8,525 $ 7,056 $ 5,130
--------- --------- ---------
--------- --------- ---------
</TABLE>
For the years ended December 31, 1998 and 1997, the pension expense was $8.5
million and $7.1 million, respectively. Prior to the Recapitalization in 1996,
BCC allocated pension expense to Old WellPoint based on the number of employees.
Management believed this to be a reasonable and appropriate method of
allocation. For the year ended December 31, 1996, the pension expense was $5.1
million.
The Company sponsors The WellPoint (401(k)) Retirement Savings Plan (the
"401(k) Plan"). Employees over 18 years of age are eligible to participate in
the Plan if they meet certain length of service requirements. Under this plan,
employees may contribute a percentage of their pre-tax earnings to the 401(k)
Plan. After one year of service, employee contributions up to 6% are matched by
an employer contribution equal to 75% on the employee's contribution. Matching
contributions are immediately vested. Effective January 1, 1998, 33.3% of the
employer contribution was in the Company's common stock for all plan
participants. The employer contribution is 85% for only those employees with ten
to nineteen years of service as of January 1, 1997 and 100% for only those
employees with twenty years or more of service as of such date. Company expense
related to the 401(k) Plan totaled $13.0 million, $11.8 million and $8.2 million
for the years ended December 31, 1998, 1997 and 1996, respectively.
POSTRETIREMENT BENEFITS
The Company provides certain health care and life insurance benefits to
eligible retirees and their dependents. Certain employees acquired as a result
of the MMHD acquisition and all employees hired after January 1, 1997 are not
covered under the Company's postretirement benefit plan. All other Company
employees are fully eligible for retiree benefits upon attaining 10 years of
service and a minimum age of 55. The plan in effect for those retiring prior to
September 1, 1994 provides for Company-paid life insurance for all retirees
based on age and a percent of salary. In addition, the majority of retirees from
age 62 or greater currently receive fully paid health benefit coverage for
themselves and their dependents. For employees retiring on or after September 1,
1994, the Company currently subsidizes health benefit coverage based on the
retiree's years of service at retirement and date of hire. Life insurance
benefits for retirees hired on or after May 1, 1992 are set at $10,000 upon
retirement and are reduced to $5,000 at age 70.
F-22
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. PENSION AND POSTRETIREMENT BENEFITS (CONTINUED)
The accumulated postretirement benefit obligation ("APBO") and the accrued
postretirement benefits as of December 31, 1998 and 1997 are as follows (in
thousands):
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1998 1997
--------- ---------
<S> <C> <C>
Benefit obligation at the beginning of the year........... $ 54,687 $ 47,866
Service cost.............................................. 1,780 1,980
Interest cost............................................. 3,843 3,783
Actuarial loss (gain)..................................... (2,080) 3,395
Benefits paid............................................. (1,906) (2,337)
--------- ---------
Accumulated postretirement benefits obligation............ 56,324 54,687
Unrecognized net gain from accrued postretirement benefit
cost.................................................... 10,734 9,204
--------- ---------
Accrued postretirement benefits........................... $ 67,058 $ 63,891
--------- ---------
--------- ---------
</TABLE>
The Company currently pays for its postretirement benefit obligations as
they are incurred. As such, there are no plan assets.
The above actuarially determined APBO was calculated using discount rates of
7.00% and 7.25% as of December 31, 1998 and 1997, respectively. The medical
trend rate is assumed to decline gradually from 11% (under age 65) and 9% (age
65 and over) to 6% by the year 2002. These estimated trend rates are subject to
change in the future. The medical trend rate assumption has a significant effect
on the amounts reported. For example, an increase in the assumed health care
trend rates of one percent in each year would increase the APBO as of December
31, 1998 by $8.3 million and would increase service and interest costs by $1.0
million. Conversely, a decrease in the assumed health care trend rate of one
percent in each year would decrease the APBO as of December 31, 1998 by $7.2
million and would decrease service and interest costs by $0.9 million. For life
insurance benefit calculations, a compensation increase of 5.0% was assumed.
Net periodic postretirement benefit cost includes the following components
(in thousands):
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Service cost........................................ $ 1,780 $ 1,980 $ 2,047
Interest cost....................................... 3,843 3,783 3,490
Net amortization and deferral....................... (550) (621) (438)
--------- --------- ---------
Net periodic postretirement benefit cost............ $ 5,073 $ 5,142 $ 5,099
--------- --------- ---------
--------- --------- ---------
</TABLE>
10. COMMON STOCK
STOCK OPTION PLANS
In 1996, the Company adopted an Employee Stock Option Plan (the "Employee
Option Plan"). In May 1996, all eligible employees were granted options to
purchase common stock under the Employee Option Plan. The exercise price of
options granted under the Employee Option Plan is the fair market value of the
Common Stock on the date of the grant. Each option granted has a maximum term of
F-23
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. COMMON STOCK (CONTINUED)
10 years. The options granted in 1998, 1997 and 1996 vest ratably over a
three-year period. The maximum number of shares of Common Stock issuable under
the Employee Option Plan is 2.3 million shares, subject to adjustment for
certain changes in the Company's capital structure.
In 1996, the Company also implemented a Stock Option/Award Plan (the "Stock
Option/Award Plan") for key employees, officers and directors. The exercise
price per share is fixed by the committee appointed by the Board of Directors to
administer the Stock Option/Award Plan, but for any incentive stock option, the
exercise price will not be less than the fair market value on the date of grant.
The number of shares that may be issued under the Stock Option/Award Plan will
not exceed 5.0 million shares, subject to adjustment in accordance with the
terms of the plan. The maximum term for an option is ten years. Options granted
will vest in accordance with the terms of each grant. The Stock Option/Award
Plan also allows the grant or award of restricted stock, performance units and
phantom stock.
The following summarizes activity in the Company's stock option plans for
the years ended December 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
EXERCISE PRICE
SHARES PER SHARE
---------- -----------------
<S> <C> <C>
Outstanding at January 1, 1996................................. -- $ --
Granted........................................................ 3,273,089 39.27
Canceled....................................................... (108,093) 39.68
Exercised...................................................... -- --
----------
Outstanding at December 31, 1996............................... 3,164,996 39.26
----------
Granted........................................................ 1,698,327 36.13
Canceled....................................................... (572,511) 37.76
Exercised...................................................... (192,089) 39.61
----------
Outstanding at December 31, 1997............................... 4,098,723 38.12
----------
Granted........................................................ 1,533,908 56.86
Canceled....................................................... (296,993) 43.66
Exercised...................................................... (836,400) 37.67
----------
Outstanding at December 31, 1998............................... 4,499,238 44.23
----------
----------
Exercisable at:
December 31, 1996.............................................. 135,548 39.68
December 31, 1997.............................................. 1,077,221 39.32
December 31, 1998.............................................. 1,801,311 40.65
</TABLE>
F-24
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. COMMON STOCK (CONTINUED)
The options outstanding at December 31, 1998 have exercise prices ranging
from $26.85 to $82.25 per share.
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- --------------------------
WEIGHTED WEIGHTED
NUMBER WEIGHTED AVERAGE AVERAGE NUMBER AVERAGE
ACTUAL RANGE OUTSTANDING REMAINING EXERCISE OUTSTANDING EXERCISE
OF EXERCISE PRICES AT 12/31/98 CONTRACTUAL LIFE PRICE AT 12/31/98 PRICE
- ------------------------------ ----------- ----------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
$26.85-39.68.................. 2,810,612 7.3 $ 37.17 1,603,718 $ 38.61
$42.31-62.19.................. 1,630,908 9.0 $ 55.28 159,415 $ 52.28
$65.00-82.25.................. 57,718 8.7 $ 75.51 38,178 $ 77.53
----------- -----------
4,499,238 7.9 $ 44.23 1,801,311 $ 40.65
----------- -----------
----------- -----------
</TABLE>
STOCK PURCHASE PLAN
On May 18, 1996, the Company's stockholders approved the Company's Employee
Stock Purchase Plan (the "ESPP"). The ESPP allows eligible employees to purchase
Common Stock at the lower of 85% of the market price of the stock at the
beginning or end of each offering period. The aggregate amount of common stock
that may be issued pursuant to the ESPP shall not exceed 400,000 shares, subject
to adjustment pursuant to the terms of the ESPP. During the years ended December
31, 1998, 1997 and 1996, approximately 99,300, 50,700 and 43,000 shares of
common stock were purchased under the ESPP. Beginning in 1998, there are two
offering periods for the first half and second half of the year, and
accordingly, two purchase prices of $35.91 and $57.35 per share. For the years
ended December 31, 1997 and 1996, purchase prices totaled $29.22 and $22.53 per
share, respectively.
SFAS 123 DISCLOSURE
In accordance with the provisions of SFAS No. 123, the Company applies APB
Opinion No. 25 and related interpretations in accounting for its stock option
plans and, accordingly, does not recognize compensation cost. If the Company had
elected to recognize the compensation cost based on the fair value of the
options granted at grant date as prescribed by SFAS No. 123, net income and
earnings per share for the years ended December 31, 1998, 1997 and 1996 would
have been reduced to the pro forma amounts indicated in the table which follows:
<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Net income--as reported.............................................................. $ 231.3 $ 227.4 $ 202.0
Net income--pro forma................................................................ $ 218.6 $ 218.2 $ 190.9
Earnings per share--as reported...................................................... $ 3.35 $ 3.30 $ 3.04
Earnings per share--pro forma........................................................ $ 3.16 $ 3.17 $ 2.87
Earnings per share assuming full dilution--as reported............................... $ 3.29 $ 3.27 $ 3.04
Earnings per share assuming full dilution--pro forma................................. $ 3.11 $ 3.14 $ 2.87
</TABLE>
F-25
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. COMMON STOCK (CONTINUED)
<TABLE>
<CAPTION>
1998
ASSUMPTIONS OFFICERS EMPLOYEES
------------ ------------
<S> <C> <C>
Expected dividend yield................. -- --
Risk-free interest rate................. 5.38% 5.35%
Expected stock price volatility......... 37.00% 37.00%
Expected life of options................ four years three years
<CAPTION>
1997
ASSUMPTIONS OFFICERS EMPLOYEES
------------ ------------
<S> <C> <C>
Expected dividend yield................. -- --
Risk-free interest rate................. 6.26% 6.13%
Expected stock price volatility......... 37.00% 37.00%
Expected life of options................ five years three years
<CAPTION>
1996
ASSUMPTIONS OFFICERS EMPLOYEES
------------ ------------
<S> <C> <C>
Expected dividend yield................. -- --
Risk-free interest rate................. 6.40% 6.21%
Expected stock price volatility......... 35.68% 37.16%
Expected life of options................ five years three years
</TABLE>
The above pro forma disclosures may not be representative of the effects on
reported pro forma net income for future years. The weighted average fair value
of options granted during 1998, 1997 and 1996 is $18.72, $13.72 and $15.74 per
share, respectively.
During the year ended December 31, 1998, the Company was authorized to
repurchase eight million shares of its common stock. This treasury stock
acquisition was executed in anticipation of the pending Cerulean transaction in
which Cerulean stockholders will receive cash and WellPoint Common Stock with an
aggregate market value of $500 million. As of December 31, 1998, 3.5 million
shares of common stock were repurchased pursuant to this authorization.
11. DISCONTINUED OPERATIONS
During 1998, the Company discontinued its workers' compensation business
segment. On July 29, 1998, the Company entered into an agreement to sell its
workers' compensation business to Fremont Indemnity Company for approximately
$110.0 million. The Company received proceeds of $101.4 million as of the
closing date, representing the initial purchase price as defined in the
agreement. The transaction closed on September 1, 1998. Accordingly, the
consolidated financial statements for all periods presented have been restated.
Revenues for the workers' compensation segment totaled $24.0 million for the
period beginning July 1, 1998, the measurement date, through the date of sale,
and $94.6 million for the period beginning January 1, 1998 through the date of
sale. Revenues totaled $184.2 million and $199.0 million for the years ended
December 31, 1997, and 1996, respectively.
F-26
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. EARNINGS PER SHARE
In accordance with Statement of Financial Accounting Standards No. 128, the
following is an illustration of the dilutive effect of the Company's common
stock equivalents on earning per share ("EPS"). There were no antidilutive
securities in any of the three periods presented.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE) 1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Income from continuing operations............................................ $ 319,548 $ 229,437 $ 198,518
Income (loss) from discontinued operations................................... (88,268) (2,028) 3,484
---------- ---------- ----------
Net Income................................................................... $ 231,280 $ 227,409 $ 202,002
---------- ---------- ----------
---------- ---------- ----------
Weighted average shares outstanding.......................................... 69,099 68,811 66,433
Net effect of dilutive stock options......................................... 1,160 651 --
---------- ---------- ----------
Fully diluted weighted average shares outstanding............................ 70,259 69,462 66,433
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER SHARE:
Income from continuing operations............................................ $ 4.63 $ 3.33 $ 2.99
Income (loss) from discontinued operations................................... (1.28) (0.03) 0.05
---------- ---------- ----------
Net Income................................................................... $ 3.35 $ 3.30 $ 3.04
---------- ---------- ----------
---------- ---------- ----------
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Income from continuing operations............................................ $ 4.55 $ 3.30 $ 2.99
Income (loss) from discontinued operations................................... (1.26) (0.03) 0.05
---------- ---------- ----------
Net Income................................................................... $ 3.29 $ 3.27 $ 3.04
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
The number of shares outstanding for the year ended December 31, 1996 has
been calculated using 66.4 million shares, the number of shares outstanding
immediately following the Recapitalization, to give effect to the two-for-three
share exchange that occurred as part of the Recapitalization, plus the weighted
average number of shares issued during 1996 after completion of the
Recapitalization.
13. LEASES
Effective January 1, 1996, the Company entered into a new lease agreement
for a 24-year period for Blue Cross of California's Woodland Hills, California
Headquarters facility, expiring in December 2019, with two options to extend the
term for up to two additional five-year terms. In addition to base rent,
beginning in January 1997, the Company must pay a contingent amount based upon
annual changes in the consumer price index. In 1996, the Company paid $30
million to the owner of the building in connection with the new lease agreement.
This prepayment is being amortized on a straight-line basis over the life of the
new lease.
The Company's other lease terms range from one to 22 years with certain
options to renew. Certain lease agreements provide for escalation of payments
which are based on fluctuations in certain published cost-of-living indices.
Future minimum rental payments under operating leases utilized by the Company
F-27
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. LEASES (CONTINUED)
having initial or remaining noncancellable lease terms in excess of one year at
December 31, 1998 are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
YEAR ENDING DECEMBER 31,
- ----------------------------------------------------------------------------------
<S> <C>
1999.............................................................................. $ 42,528
2000.............................................................................. 39,891
2001.............................................................................. 33,953
2002.............................................................................. 18,803
2003.............................................................................. 14,615
Thereafter........................................................................ 240,347
----------
Total payments required......................................................... $ 390,137
----------
----------
</TABLE>
Rental expense for the years ended December 31, 1998, 1997 and 1996 for all
operating leases was $43.4 million, $33.3 million and $16.1 million,
respectively. Contingent rentals included in the above rental expense for the
years ended December 31, 1998 and 1997 were $0.6 million and $0.3 million,
respectively. There were no contingent rentals for the year ended December 31,
1996.
14. RELATED PARTY TRANSACTIONS
Prior to the Recapitalization in May 1996, and pursuant to the
Administrative Services and Product Marketing Agreement between BCC and Old
WellPoint, BCC provided office space and certain administrative and support
services, including computerized data processing and management information
systems, telecommunications systems and other management services to the
Company. These expenses were allocated to and paid by the Company in an amount
equal to the direct and indirect costs and expenses incurred in furnishing these
services. In addition, the Company provided services to BCC which included
health plan services, claims processing related to such plans, other financial
management services and provider contracting (excluding hospitals and other
institutional health care providers) which were reimbursed on a basis that
approximated cost. Management of both the Company and BCC considered the
allocation methodologies and cost approximations reasonable and appropriate.
Intercompany charges between the Company and BCC for the respective period
prior to the Recapitalization were as follows:
<TABLE>
<CAPTION>
JANUARY 1,
TO
(IN THOUSANDS) MAY 20, 1996
------------
<S> <C>
Services provided by BCC........................................................ $ 13,601
Services provided to BCC........................................................ (3,931)
------------
Net intercompany charges included in general and administrative expense......... $ 9,670
------------
------------
</TABLE>
As required by the DOC prior to the Recapitalization, non-contract provider
services under the Company and BCC's jointly marketed Prudent Buyer and Medicare
supplement products were required to be provided by BCC, and revenues
attributable to such non-contract provider services were, therefore, not
included in the Company's consolidated financial statements prior to May 20,
1996. BCC recorded a
F-28
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. RELATED PARTY TRANSACTIONS (CONTINUED)
portion of premium revenue for these products based on the estimated cost of
providing these non-contract provider health care services, plus an underwriting
margin equal to the greater of 2.0% or the average percentage of underwriting
gain among member plans of the Blue Cross Blue Shield Association ("BCBSA")
(which included BCC). For the period January 1, 1996 through May 20, 1996, the
underwriting margin was estimated at 2.0%. Such aggregate premium revenue
recognized by BCC related to the non-contract provider services for these
products for the period from January 1, 1996 through May 20, 1996 was $59.3
million.
Operating income recognized by BCC on such non-contract provider services
for the period from January 1, 1996 through May 20, 1996 was $1.2 million. In
conjunction with the Recapitalization of May 20, 1996, the DOC approved the
Company to offer non-contract provider services and, therefore, revenues
attributable to such services are included in the Company's 1998, 1997 and 1996
consolidated financial statements subsequent to the Recapitalization date.
15. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:
CASH AND CASH EQUIVALENTS. The carrying amount approximates fair value,
based on the short-term maturities of these instruments.
INVESTMENT SECURITIES. The carrying amount approximates fair value,
based on quoted market prices for the same or similar instruments.
LONG-TERM INVESTMENTS. The carrying amount approximates fair value,
based on quoted market prices for the same or similar instruments and at
cost for certain equity investments.
LONG-TERM DEBT. The carrying amount for long-term debt approximates
fair value as the underlying instruments have variable interest rates at
market value.
INTEREST RATE SWAPS. The fair value of the interest rate swaps is based
on quoted market prices by the financial institutions which are the
counterparties to the swaps.
FOREIGN CURRENCY CONTRACTS. The fair value of the foreign currency
contracts is based on quoted market prices by the financial institutions
which are the counterparties to the contracts.
The carrying amounts and estimated fair values of the Company's financial
instruments as of December 31, 1998 are summarized below:
<TABLE>
<CAPTION>
CARRYING ESTIMATED
(IN THOUSANDS) AMOUNT FAIR VALUE
------------ ------------
<S> <C> <C>
Cash and cash equivalents......................................... $ 410,875 $ 410,875
Investment securities............................................. 2,250,174 2,250,174
Long-term investments............................................. 103,253 103,253
Long-term debt.................................................... 300,000 300,000
Interest rate swaps............................................... (4,477) (29,128)
Foreign currency contracts........................................ 1,052 1,052
</TABLE>
F-29
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. HEDGING ACTIVITIES
The Company utilizes interest rate swap agreements and foreign currency
contracts to manage interest rate and foreign currency exposures. The principal
objective of such contracts is to minimize the risks and/or costs associated
with financial and investing activities. The Company does not utilize financial
instruments for trading or speculative purposes. The counterparties to these
contractual arrangements are major financial institutions with which the Company
also has other financial relationships. These counterparties expose the Company
to credit loss in the event of non-performance. However, the Company does not
anticipate non-performance by the other parties.
INTEREST RATE SWAP AGREEMENTS: In 1996, the Company entered into three
interest rate swap agreements to reduce the impact of changes in interest rates
on its floating rate debt under its revolving credit facility. The swap
agreements are contracts to exchange variable-rate (weighted average rate for
1998 of 5.8%) for fixed-rate interest payments (weighted average rate for 1998
of 7.1%) without the exchange of the underlying notional amounts. The agreements
mature at various dates through 2006.
The notional amounts of the interest rate swap agreements are used to
measure interest to be paid and do not represent the amount of exposure to
credit loss. For interest rate instruments that effectively hedge interest rate
exposures, the net cash amounts paid on the agreements are accrued and
recognized as an adjustment to interest expense. If an agreement no longer
qualifies as a hedge instrument, then it is marked to market and carried on the
balance sheet at fair value. For the year ended December 31, 1998, the Company
recognized a charge of $4.5 million for the market value decrease on the
interest rate swap agreements not serving as a hedge. As of December 31, 1998,
the notional amount of such contracts was $100 million.
As of December 31, 1998 the Company had the following interest rate swap
agreements in effect (notional amount in thousands):
<TABLE>
<CAPTION>
NOTIONAL AMOUNT STRIKE RATE EXPIRATION DATE
- -------------------------------------------------------------------------------- ------------- -------------------
<S> <C> <C>
$100,000........................................................................ 6.45% August 17, 1999
$150,000........................................................................ 6.99% October 17, 2003
$150,000........................................................................ 7.05% October 17, 2006
</TABLE>
FOREIGN EXCHANGE CONTRACTS: As part of the Company's investment strategy to
diversify and obtain a higher rate of return on its investment portfolio, the
Company has invested in certain fixed maturity securities denominated in foreign
currencies. In order to mitigate the foreign currency risk, the Company has
entered into two types of foreign currency derivative instruments. The first
type of instrument is a forward exchange contract which is entered into to hedge
the currency risk of a foreign currency investment transaction between the trade
date and the settlement date. Gains and losses related to such instruments are
recognized in the Company's income statement. For the year ended December 31,
1998, recognized a gain from such hedging activities of $0.5 million. No such
hedging activity occurred during the years ended December 31, 1997 and 1996.
The Company has also entered into foreign currency contracts for each of the
fixed maturity securities owned as of December 31, 1998 to hedge asset positions
denominated in other currencies. As of
F-30
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. HEDGING ACTIVITIES (CONTINUED)
December 31, 1998, the Company had the following foreign currency contracts in
effect (notional amount in thousands of U. S. dollars):
<TABLE>
<CAPTION>
NOTIONAL AMOUNT SETTLEMENT DATE
-------------------- --------------------
CURRENCY BUY SELL BUY SELL
- -------------------------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
British pound..................................... $ 3,843 02/01/99
German mark....................................... $ 8,130 $ 37,904 02/22/99 02/22/99
Danish kroner..................................... $ 7,932 02/19/99
French franc...................................... $ 108 $ 15,879 02/19/99 02/19/99
</TABLE>
The unrealized gains and losses from effective forward exchange contracts
are reflected in other comprehensive income. As of December 31, 1998, the
unrealized losses arising from the above forward exchange contracts amounted to
$1.7 million. As of December 31, 1997, the Company had no such hedges
outstanding. The unrealized gains and losses from ineffective foreign currency
contracts are reflected in the Company's income statement. For the year ended
December 31, 1998, the Company recognized a gain from such hedging activities of
$2.7 million. No such hedging activity occurred during the years ended December
31, 1997 and 1996.
17. CONTINGENCIES
From time to time, the Company and certain of its subsidiaries are parties
to various legal proceedings, many of which involve claims for coverage
encountered in the ordinary course of business. The Company, like HMOs and
health insurers generally, excludes certain health care services from coverage
under its HMO, PPO and other plans. The Company is, in its ordinary course of
business, subject to the claims of its enrollees arising out of decisions to
restrict treatment or reimbursement for certain services. The loss of even one
such claim, if it results in a significant punitive damage award, could have a
material adverse effect on the Company. In addition, the risk of potential
liability under punitive damage theories may increase significantly the
difficulty of obtaining reasonable settlements of coverage claims. However, the
financial and operational impact that such evolving theories of recovery will
have on the managed care industry generally, or the Company in particular, is at
present unknown.
Certain of such legal proceedings are or may be covered under insurance
policies or indemnification agreements. Based upon information presently
available, management of the Company believes that the final outcome of all such
proceedings should not have a material adverse effect on the Company's results
of operations, cash flows or financial condition.
18. NONRECURRING COSTS
The Company recorded $14.5 million of nonrecurring costs for the year ended
December 31, 1997, of which $8.0 million recorded in the second quarter of 1997
related primarily to the write-down related to the Company's dental practice
management operations and discontinuance of the Company's medical practice
management operations in Santa Barbara and San Luis Obispo. In addition, $6.5
million incurred in the first quarter of 1997 consisted of severance and
retention payments associated with the GBO acquisition.
F-31
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. REGULATORY REQUIREMENTS
Certain of the Company's regulated subsidiaries must comply with certain
minimum capital or tangible net equity requirements in each of the states in
which they operate. As of December 31, 1998, the Company and its regulated
subsidiaries were in compliance with these requirements.
The ability of the Company's licensed insurance company subsidiaries to pay
dividends is limited by the department of insurance in their respective states
of domicile. Generally, dividends in any 12-month period are limited to the
greater of the prior year's statutory net income or 10% of statutory surplus.
Larger dividends, classified as extraordinary, require a special request of the
respective department of insurance. The maximum dividend payable in 1999 without
prior approval by WellPoint's licensed insurance company subsidiaries is $74.9
million.
20. FISCAL INTERMEDIARY FUNCTION
Under an agreement with the BCBSA, the Company has contracted to administer
Part A of Title XVIII of the Social Security Act (Medicare) in certain regions
or for certain health care providers. The agreement is renewable annually unless
terminated by the parties involved. As fiscal intermediary under the agreement,
the Company makes disbursements to providers for medical care from funds
provided by the Federal Government and is reimbursed for these expenses incurred
under the agreement. The Company disbursed approximately $8.5 billion, $8.4
billion and $4.6 billion and received administrative fees of approximately $34.3
million, $29.9 million and $16.4 million for the years ended December 31, 1998,
1997 and 1996, respectively. The reimbursement is treated as a direct recovery
of general and administrative expenses.
21. BUSINESS SEGMENT INFORMATION
The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" in the fourth quarter of 1998.
The Company has two reportable segments: the California business segment and
the National business segment. The California and National business segments
both provide a broad spectrum of network-based health plans, including health
maintenance organizations, preferred provider organizations, point of service
plans, other hybrid plans and traditional indemnity products to large and small
employers, individuals and seniors.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies and are consistent with generally
accepted accounting principles with the exception of the exclusion of allocated
corporate overhead to the reportable segments.
The Company's management identified its reportable segments based upon the
following factors: (1) The Company's organizational structure contains Division
Presidents that oversee each of these segments, (2) The Company's Chief
Operating Decision Maker (Chief Executive Officer) reviews the results of
operations for each of the following segments and holds each Division President
accountable for results, and (3) A Division President's overall compensation is
based upon the related segment's results.
F-32
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. BUSINESS SEGMENT INFORMATION (CONTINUED)
The following tables present segment information for the California and
National Divisions as of and for the years ended December 31, 1998, 1997 and
1996:
<TABLE>
<CAPTION>
1998
CORPORATE &
(IN THOUSANDS) CALIFORNIA NATIONAL OTHER CONSOLIDATED
------------- ------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Premium revenue......................... $ 4,832,704 $ 1,102,108 $ -- $ 5,934,812
Managment services revenue.............. 113,204 293,020 27,736 433,960
------------- ------------- ---------------- ------------------
Total revenue from external customers... 4,945,908 1,395,128 27,736 6,368,772
Intercompany revenue.................... 13,922 -- (13,922) --
Investment income....................... 76,451 65,913 (32,786) 109,578
Interest expense........................ -- 26,838 65 26,903
Depreciation and amortization expense... 25,451 23,876 7,354 56,681
Income tax expense (benefit)............ 209,481 15,531 (152,574) 72,438
Loss from discontinued operations....... (83,410) (942) (3,916) (88,268)
Segment net income (loss)............... 229,588 19,369 (17,677) 231,280
------------- ------------- ---------------- ------------------
------------- ------------- ---------------- ------------------
Segment assets.......................... $ 1,663,343 $ 1,563,318 $ 999,173 $ 4,225,834
------------- ------------- ---------------- ------------------
------------- ------------- ---------------- ------------------
<CAPTION>
1997
CORPORATE &
(IN THOUSANDS) CALIFORNIA NATIONAL OTHER CONSOLIDATED
------------- ------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Premium revenue......................... $ 4,000,241 $ 1,068,706 $ -- $ 5,068,947
Managment services revenue.............. 75,779 277,308 24,051 377,138
------------- ------------- ---------------- ------------------
Total revenue from external customers... 4,076,020 1,346,014 24,051 5,446,085
Intercompany revenue.................... 39,510 -- (39,510) --
Investment income....................... 70,259 59,254 66,640 196,153
Interest expense........................ 1,099 34,322 1,237 36,658
Depreciation and amortization expense... 22,843 21,568 6,199 50,610
Income tax expense (benefit)............ 181,918 4,918 (29,919) 156,917
Income (loss) on discontinued
operations............................ (8,203) (2,414) 8,589 (2,028)
Segment net income (loss)............... 255,969 8,485 (37,045) 227,409
------------- ------------- ---------------- ------------------
------------- ------------- ---------------- ------------------
Segment assets.......................... $ 1,473,811 $ 1,708,038 $ 1,052,275 $ 4,234,124
------------- ------------- ---------------- ------------------
------------- ------------- ---------------- ------------------
</TABLE>
F-33
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
21. BUSINESS SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1996
CORPORATE &
(IN THOUSANDS) CALIFORNIA NATIONAL OTHER CONSOLIDATED
------------- ------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Premium revenue......................... $ 3,169,662 $ 529,675 $ -- $ 3,699,337
Managment services revenue.............. 54,724 93,187 -- 147,911
------------- ------------- ---------------- ------------------
Total revenue from external customers... 3,224,386 622,862 -- 3,847,248
Intercompany revenue.................... 16,894 -- (16,894) --
Investment income....................... 66,322 24,251 33,011 123,584
Interest expense........................ -- 19,407 17,221 36,628
Depreciation and amortization expense... 17,410 9,688 2,223 29,321
Income tax expense (benefit)............ 168,437 908 (30,627) 138,718
Income (loss) on discontinued
operations............................ (9,493) (1,677) 14,654 3,484
Segment net income (loss)............... 191,803 499 9,700 202,002
------------- ------------- ---------------- ------------------
------------- ------------- ---------------- ------------------
</TABLE>
RECONCILIATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
ASSETS (1) 1998 1997
- ---------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Total assets from reportable segments................................. $ 3,226,661 $ 3,181,849
Corporate and other assets............................................ 999,173 853,863
Goodwill not allocated to segments (corporate)........................ -- 198,412
------------ ------------
Consolidated total.................................................. $ 4,225,834 $ 4,234,124
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) Segment balance sheet data for 1996 is not presented as it is impracticable
to do so.
22. COMPREHENSIVE INCOME
The following summarizes comprehensive income reclassification adjustments
included in the statements of changes in stockholders' equity:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Holding gain (loss) on investment securities arising during the period (net of
tax expense of $24,218, and tax benefit of $20,581, and $14,519,
respectively)............................................................... $ 35,579 $ (30,236) $ (21,330)
Add: reclassification adjustment for realized gains (losses) on investment
securities (net of tax benefit of $14,237, and tax expense of $23,942 and
$6,478, respectively)....................................................... (20,916) 35,174 9,516
---------- ---------- ----------
Net gain recognized in other comprehensive income (net of tax expense of
$9,981, $3,361, and a tax benefit of $8,041, respectively).................. $ 14,663 $ 4,938 $ (11,814)
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
F-34
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. PENDING TRANSACTIONS
On July 9, 1998, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Cerulean Companies, Inc. ("Cerulean"). Upon
completion of this transaction (the "Merger"), Cerulean will become a wholly
owned subsidiary of WellPoint. Cerulean currently holds the exclusive license to
use the Blue Cross and Blue Shield names and marks in the state of Georgia.
Cerulean is the parent company of Blue Cross and Blue Shield of Georgia, Inc.,
which serves approximately 1.6 million members in the State of Georgia as of
December 31, 1998. At the effective time of the Merger, the shareholders of
Cerulean will receive WellPoint Common Stock with a market value of $500 million
(subject to certain adjustments provided in the merger agreement). Certain
shareholders of Cerulean will have the option to receive cash in lieu of
WellPoint Common Stock in the Merger, subject to a maximum aggregate limit of
$225 million. The transaction is intended to qualify as a tax-free
reorganization for Cerulean shareholders that elect to receive WellPoint Common
Stock.
F-35
<PAGE>
EXHIBIT 2.05
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"),
dated as of November 5, 1998, is entered into by and between WELLPOINT HEALTH
NETWORKS INC., a Delaware corporation ("Seller"), and FREMONT INDEMNITY
COMPANY, a California corporation ("Purchaser").
RECITALS
A. Seller and Purchaser have previously entered into that certain Stock
Purchase Agreement, dated as of July 29, 1998 (the "Agreement"), pursuant to
which Seller sold all of the issued and outstanding capital stock of Fremont
Specialty Services, Inc., a California corporation (formerly known as UNICARE
Specialty Services, Inc.), to Purchaser.
B. The Agreement provided, among other things, that Seller was to have
delivered to Purchaser certain closing financial statements not more than 60
days following the Closing Date, and that Purchaser and, if so desired by
Purchaser, Purchaser's independent accountants, would be permitted during the
succeeding 60-day period to examine certain financial and accounting books,
records, work papers and reconciliations referenced in the Agreement.
C. Seller and Purchaser now desire to extend the time by which Seller
shall deliver the closing financial statements to Purchaser and extend the
period during which Purchaser and its independent accountants may examine the
financial and accounting books, records, work papers and reconciliations
referenced in the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. The first sentence of the first paragraph of clause (a) of Section
2.2.2 is hereby amended by striking the phrase "Not more than 60 days
following the Closing Date" and inserting in lieu thereof the following
phrase "No later than the close of business on November 13, 1998".
2. The second paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "during the succeeding 60-day period" which
appears in the third line of said paragraph and inserting in lieu thereof the
following phrase "until the close of the business on January 29, 1999".
3. The second paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "60 days after receipt by Purchaser of the
Closing UNICARE Balance Sheet" which appears in the ninth and tenth lines of
said paragraph and inserting in lieu thereof the following phrase "the close
of the business on January 29, 1999".
4. The third paragraph of clause (a) of Section 2.2.2 is hereby amended
by striking the phrase "within 60 days following the Closing Date" which
appears in the second line of said
1
<PAGE>
paragraph and inserting in lieu thereof the phrase "by the close of business
on November 13, 1998".
5. The fourth paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "within such 60-day period" which appears in
the first and second lines of said paragraph and inserting in lieu thereof
the phrase "before the close of the business on January 29, 1999".
6. All capitalized terms used in this Amendment shall, unless otherwise
indicated, have the meanings set forth in the Agreement.
7. Except as amended by this Amendment, the terms and conditions of the
Agreement shall remain unchanged and the Agreement shall remain in full force
and effect between the parties.
8. This Amendment may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the date first
above written.
PURCHASER
FREMONT INDEMNITY COMPANY
By: /s/ Ronald A. Groden
-----------------------------------
Name: Ronald A. Groden
Title: Executive Vice President and
Chief Financial Officer
SELLER
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Robert A. Kelly
-----------------------------------
Name: Robert A. Kelly
Title: Vice President
2
<PAGE>
EXHIBIT 2.06
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"),
dated as of February 1, 1999, is entered into by and between WELLPOINT HEALTH
NETWORKS INC., a Delaware corporation ("Seller"), and FREMONT INDEMNITY
COMPANY, a California corporation ("Purchaser").
RECITALS
A. Seller and Purchaser have previously entered into that certain Stock
Purchase Agreement, dated as of July 29, 1998, as amended by the First
Amendment thereto (collectively, the "Agreement"), pursuant to which Seller
sold all of the issued and outstanding capital stock of Fremont Specialty
Services, Inc., a California corporation (formerly know as UNICARE Specialty
Services, Inc.) ("UNICARE"), to Purchaser.
B. The Agreement provided, among other things, that Seller was to have
delivered to Purchaser certain closing financial statements not later than
the close of business on November 13, 1998, and that Purchaser and, if so
desired by Purchaser, Purchaser's independent accountants, would be permitted
until the close of business on January 29, 1999 to examine certain financial
and accounting books, records, work papers and reconciliations referenced in
the Agreement.
C. Seller and Purchaser now desire to amend the Agreement to (i) extend
the period during which Purchaser and its independent accountants may examine
the financial and accounting books, records, work papers and reconciliations
referenced in the Agreement and (ii) reflect the payment by Seller to
Purchaser described in Section 2 below, and Exhibit A, attached hereto and by
this reference incorporated herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. Section 2.2.2 of the Agreement is hereby amended in its entirety to
read as follows:
"2.2.2 POST-CLOSING ADJUSTMENT TO INITIAL PURCHASE PRICE. The Initial
Purchase Price shall be subject to adjustment after the Closing in
accordance with the following procedure:
(a) CLOSING FINANCIAL STATEMENTS. No later than the close
of business on November 13, 1998, Seller shall deliver to Purchaser (i) an
audited UNICARE Balance Sheet as of the Closing Date (the "Closing UNICARE
Balance Sheet") as reported on by PricewaterhouseCoopers LLP (who shall be
engaged by Seller), (ii) an audited Company Balance Sheet as of the Closing
Date as reported on by PricewaterhouseCoopers LLP (the "Closing Company
Balance Sheet"), (iii) an audited STAT to GAAP reconciliation between the
Closing UNICARE Balance Sheet and the UNICARE column on the Closing Company
Balance Sheet as reported on by PricewaterhouseCoopers LLP (the
"Reconciliation") and (iv) an audited UNICARE Income Statement for the period
from January 1, 1998 though the Closing Date as
<PAGE>
reported on by PricewaterhouseCoopers LLP. The "Closing Purchase Price"
shall equal the statutory surplus of UNICARE as set forth on the Closing
UNICARE Balance Sheet computed in accordance with and adjusted in the manner
set forth in clause (1)(d) of SCHEDULE 2.2.1(b). The expenses of
PricewaterhouseCoopers LLP incurred in preparing the financial statements
referenced in this Section 2.2.2(a) shall be paid by Purchaser, provided that
such expenses shall not exceed $75,000 in the aggregate.
Purchaser, and, if so desired by Purchaser and at
Purchaser's expense, Purchaser's independent accountant shall be permitted
from not later than the start of business on January 11, 1999 until the close
of business on March 26, 1999 to examine, and Seller shall make readily
available, the books and records of Seller associated with the Business, the
Company and the Company Subsidiaries as of the date of this Agreement, and
any work papers and reconciliations prepared by Seller, the Company, the
Company Subsidiaries or PricewaterhouseCoopers LLP in the preparation of the
Closing UNICARE Balance Sheet or the Closing Company Balance Sheet. As
promptly as practicable and in no event later than the close of business on
March 26, 1999, Purchaser shall either inform Seller in writing that the
Closing UNICARE Balance Sheet is acceptable, or object to the Closing UNICARE
Balance Sheet by delivering to Seller a written statement setting forth a
reasonably specific description by item of Purchaser's good faith objections
to the Closing UNICARE Balance Sheet (the "Statement of Objections"). Such
objections, if any, shall be limited to those items which, in Purchaser's
reasonable opinion, have not been prepared in accordance with the terms of
this Agreement.
If Seller shall fail to deliver the Closing UNICARE
Balance Sheet, the Closing Company Balance Sheet or the Reconciliation by the
close of business on November 13, 1998, Purchaser and Purchaser's independent
accountants shall be permitted to examine all books, records, work papers and
reconciliations in the possession of or prepared by Seller, the Company, the
Company Subsidiaries or PricewaterhouseCoopers LLP necessary to prepare the
Closing UNICARE Balance Sheet, the Closing Company Balance Sheet or the
Reconciliation, as the case may be, provided that the foregoing shall not
relieve Seller of its obligation to deliver the Closing UNICARE Balance
Sheet, the Closing Company Balance Sheet and the Reconciliation to Purchaser.
If Purchaser shall fail to deliver a Statement of
Objections before the close of business on March 26, 1999, the Closing
UNICARE Balance Sheet shall be deemed to have been accepted by Purchaser. In
the event that Purchaser shall object to the Closing UNICARE Balance Sheet as
provided above, Purchaser shall, within 30 days thereafter, engage a national
accounting firm mutually agreeable to both parties to resolve within 60 days
thereafter any unresolved objections of Purchaser and to make any adjustments
to the unresolved items on the Closing UNICARE Balance Sheet. In making its
determination with respect to whether any such adjustments are appropriate,
such accountant shall evaluate those items or amounts in the Closing UNICARE
Balance Sheet as to which Purchaser has objected and shall determine whether
such items have been prepared in accordance with the terms of this Agreement.
The fees of such firm shall be borne pro rata by Seller and Purchaser, based
upon the difference between their respective calculations and the final
calculation of the accounting firm. Seller and Purchaser and their
respective accountants shall each make readily available to such firm all
relevant books and records and work papers prepared by them relating to the
Closing UNICARE
<PAGE>
Balance Sheet as may be requested by such firm to resolve the disputes. Such
firm's resolution of the dispute and its adjustments to the Closing UNICARE
Balance Sheet shall be conclusive and binding upon the parties.
(b) ADJUSTMENT TO INITIAL PURCHASE PRICE. Upon the later to
occur of (i) acceptance or deemed acceptance of the Closing UNICARE Balance
Sheet or (ii) the resolution of Purchaser's objections in connection
therewith, Seller shall pay to Purchaser the amount, if any, by which the
Adjusted Initial Purchase Price exceeds the Closing Purchase Price, plus
simple interest thereon at a rate of 6% per annum from September 1, 1998 to
the date of payment, or, conversely, Purchaser shall pay to Seller the
amount, if any, by which the Closing Purchase Price exceeds the Adjusted
Initial Purchase Price, plus simple interest thereon at a rate of 6% per
annum from September 1, 1998 to the date of payment. The applicable amount
shall be paid by wire transfer of immediately available funds to an account
or accounts designated by the appropriate party within five business days
after such determination, acceptance or deemed acceptance. For purposes of
this Section 2.2.2(b), "Adjusted Initial Purchase Price" shall mean the
Initial Purchase Price PLUS $8,631,000.
2. Concurrent with the execution of this Amendment, Seller shall pay to
Purchaser the amount described in Exhibit A. The parties will act in good
faith in determining the amounts set forth in Exhibit A, and any difference
between the amounts set forth in Exhibit A and the amounts ultimately
determined to be correct with respect to the items in Exhibit A shall be
promptly remitted to the party to which it is owed with simple interest
thereon at the rate of 6% per annum from September 1, 1998 to the date of
payment, except as otherwise noted in Exhibit A.
3. All capitalized terms used in this Amendment shall, unless otherwise
indicated, have the meanings set forth in the Agreement.
4. Except as amended by this Amendment, the terms and conditions of the
Agreement shall remain unchanged and the Agreement shall remain in full force
and effect between the parties.
5. This Amendment may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the date first
above written.
PURCHASER
FREMONT INDEMNITY COMPANY
By: /s/ Daniel G. Platt
---------------------------
Name: Daniel G. Platt
Title: Senior Vice President
SELLER
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Robert A. Kelly
---------------------------
Name: Robert A. Kelly
Title: Vice President
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
Amount Due
Fremont
(WellPoint)
<S> <C>
Due From Affiliates to UNICARE per
PriceWaterhouseCoopers Audited Company Balance Sheet 16,986,485
Income Taxes Payable to WellPoint per
PriceWaterhouseCoopers Audited Company Balance Sheet (37,000)
Purchase Price Due WellPoint Based on PriceWaterhouseCoopers
Audited Closing UNICARE Balance sheet and Schedule 2.2.1(b) (8,630,925)
Final August Payroll and Vacation Accrual Paid by WellPoint (792,409)*
Integrated Product Premium Reimbursement (267,263)*
Severance paid by WellPoint to be Reimbursed by Fremont per Letter dated
September 1, 1998 from Thomas C. Geiser to Allyson Simpson (249,814)*
Stay Bonuses Paid by Fremont to be Reimbursed by WellPoint 247,881*
Escheat Liability Paid by WellPoint to be Reimbursed by Fremont (78,691)*
Administrative Services by WellPoint to be Reimbursed by Fremont (10,000)
---------
Net Amount Due to Fremont Before Interest and Space Charges 7,168,264 7,168,264
Times Interest Rate 6%
Times Number of Days From September 1, 1998 to Payment Date 154
Divided by 365 Day Year 365
----------
Interest Due as of Payment Date 181,465 181,465
---------
Net Amount Due to Fremont Before Space Charges 7,348,729
Space Charges Due to WellPoint for September 1, 1998 thru
December 31, 1998 (317,696)**
Telecommunications, PC Support, Postage, Office Supplies,
and Photocopy Charges Reimbursement Due to WellPoint
For September 1, 1998 thru December 31, 1998 (300,000)**
---------
Payment Made by Seller to Purchaser in Satisfaction of the
Amounts Set Forth In This Exhibit A 6,732,033
---------
---------
</TABLE>
*Amounts shown are to be agreed upon by Seller and Purchaser. Seller and
Purchaser shall act in good faith to come to agreement on the amounts. Any
difference between the amounts presented above and the final agreed upon
amount shall be remitted to the party to which it is owed with simple
interest thereon at the rate of 6% per annum from September 1, 1998 to the
date of payment.
** Amounts shown are to be agreed upon by Seller and Purchaser. Seller and
Purchaser shall act in good faith to come to agreement on the amounts.
<PAGE>
BYLAWS OF WELLPOINT HEALTH NETWORKS INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE
The Board of Directors shall fix the location of the principal executive
office of the Corporation at any place within or outside the State of
Delaware. If the principal executive office is located outside this state,
and the Corporation has one or more business offices in this state, the Board
of Directors shall fix and designate a principal business office in the State
of Delaware.
SECTION 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate
offices at any place or places within or outside the State of Delaware as the
Board of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS
Meetings of stockholders shall be held at any place within or outside
the State of Delaware designated by the Board of Directors. In the absence
of any such designation by the Board of Directors, stockholders' meetings
shall be held at the principal executive office of the Corporation.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the stockholders for the election of directors and
for the transaction of such other business as may properly come before such
meeting shall be held on the second Tuesday of May each year at 10:00 A.M.,
if not a legal holiday under the laws of the place where such meeting is to
be held, and if a legal holiday, then on the next succeeding day not a legal
holiday under the laws of that place, or on such other date and at such hour
as may be fixed from time to time by the Board of Directors.
SECTION 3. SPECIAL MEETINGS
Subject to the rights of holders of any class or series of stock having
a preference over the Corporation's common stock (the "Common Stock"), a
special meeting of the stockholders may be called at any time by a majority
of the entire Board of Directors, the Chairman of the Board, the President or
the holders of shares entitled to cast not less than 10% of the votes at the
meeting.
If a special meeting is called by any person or persons other than the
Board of Directors, the Chairman of the Board or the President, the request
shall be in writing, specifying the time of such
1.
<PAGE>
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board, the President, any
Vice President, or the Secretary of the Corporation.
SECTION 4. NOTICE OF STOCKHOLDERS' MEETINGS
All notices of meetings of stockholders shall be sent or otherwise given
in accordance with Section 5 of this Article II not less than 10 nor more
than 60 days before the date of the meeting. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, and no other business
may be transacted or (ii) in the case of the annual meeting, those matters
which the Board of Directors, at the time of giving the notice, intends to
present for action by the stockholders. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at
the time of the notice to be presented by the Board of Directors for election.
If action is proposed to be taken at any meeting for approval of (i)
amendment of the Certificate of Incorporation, pursuant to Section 242 of the
Delaware General Corporation Law (the "DGCL"), (ii) a merger or
consolidation of the Corporation, pursuant to Subchapter IX of the DGCL, or
(iii) a voluntary dissolution of the Corporation, pursuant to Subchapter X of
the DGCL; the notice shall also state the general nature of that proposal.
SECTION 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Notice of any meeting of stockholders shall be given either personally
or by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the stockholder at the address of that stockholder
appearing on the books of the Corporation or given by the stockholder to the
Corporation for the purpose of notice. If no such address appears on the
Corporation's books or is given, notice shall be deemed to have been given if
sent to that stockholder by first-class mail or telegraphic or other written
communication to the Corporation's principal executive office, or if
published at least once in a newspaper of general circulation in the county
in which that office is located. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication.
If any notice addressed to a stockholder at the address of that
stockholder appearing on the books of the Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
stockholder at that address, all future notices or reports shall be deemed to
have been duly given without further mailing if such notices or reports shall
be available to the stockholder on written demand of the stockholder at the
principal executive office of the Corporation for a period of one year from
the date of the giving of such notice or report to other stockholders.
An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting shall be executed by the Secretary, Assistant
Secretary, or any transfer agent of the Corporation giving the notice, and
shall be filed and maintained in the minute book of the Corporation.
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SECTION 6. QUORUM
The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting of stockholders shall constitute a
quorum (unless reduced by an amendment to the Certificate of Incorporation of
the Corporation, but in any case no fewer than one-third of the shares
entitled to vote) for the transaction of business. The stockholders present
at a duly called or held meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.
SECTION 7. ADJOURNED MEETING; NOTICE
Any stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of
the shares represented at that meeting, either in person or by proxy, but in
the absence of a quorum, no other business may be transacted at that meeting,
except as provided in Section 6 of this Article II.
When any meeting of stockholders, either annual or special, is adjourned
to another time or place, notice need not be given of the adjourned meeting
if the time and place are announced at a meeting at which the adjournment is
taken, unless a new record date for the adjourned meeting is fixed, or unless
the adjournment is for more than 30 days from the date set for the original
meeting, in which case the Board of Directors shall set a new record date.
Notice of any such adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article II. At any adjourned meeting
the Corporation may transact any business which might have been transacted at
the original meeting.
SECTION 8. VOTING
The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 11 of this Article
II, subject to the provisions of Section 217 of the DGCL (relating to voting
shares held by a fiduciary, pledges or in joint ownership). The
stockholders' vote may be by voice vote (unless required by law or determined
by a majority of the Board of Directors to be unadvisable) or by ballot;
PROVIDED, HOWEVER, that any election for directors must be by ballot if
demanded by any stockholder before the voting has begun. Any stockholder may
vote part of the shares in favor of the proposal and refrain from voting the
remaining shares or vote them against the proposal, but, if the stockholder
fails to specify the number of shares which such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's
approving vote is with respect to all shares that such stockholder is
entitled to vote. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on any
matter (other than the election of directors) shall be the act of the
stockholders, unless the vote of a greater number or voting by classes is
required under applicable law or by the Certificate of Incorporation.
At a stockholders' meeting at which directors are to be elected, no
stockholder shall be entitled to cumulate votes.
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At any meeting of stockholders at which shares of Common Stock are voted
that are held of record by the trustee pursuant to the Voting Trust Agreement
(the "Foundation Voting Trust") effective as of May 20, 1996 by and between
California HealthCare Foundation and Wilmington Trust Company, as trustee
(the "Foundation Trust Shares") (or any successor agreement thereto) or
held by the Share Escrow Agent pursuant to Article VII of the Corporation's
Certificate of Incorporation ("Excess Shares"), the polls at such meeting
shall be conditionally closed following such time as stockholders have cast
their votes either by proxy or by ballot. Thereafter, following a
preliminary tabulation of the votes cast at such meeting, the polls shall be
reopened solely for the purpose of permitting the Foundation Trust Shares,
and any Excess Shares pursuant to Article VII of the Corporation's
Certificate of Incorporation, if any, to be voted in accordance with the
Foundation Voting Trust, or Article VII of the Corporation's Certificate of
Incorporation, as the case may be.
SECTION 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS
The transactions of any meeting of the stockholders, either annual or
special, however called and noticed, and wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote thereat, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or
consent need not specify either the business to be transacted or the purpose
of any annual or special meeting of stockholders. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice of the meeting if that objection is expressly made at the meeting.
SECTION 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Notwithstanding anything contained in these Bylaws to the contrary, no
action required or permitted to be taken at any meeting of stockholders of
the Corporation may be taken by written consent without a meeting of
stockholders.
SECTION 11. RECORD DATE FOR STOCKHOLDER NOTICE AND VOTING
For purposes of determining the stockholders entitled to notice of any
meeting or to vote, the Board of Directors may fix, in advance, a record
date, which shall not be more than 60 days nor less than 10 days before the
date of any such meeting, and in this event only stockholders of record on
the date so fixed are entitled to notice and to vote, notwithstanding any
transfer of any shares on the books of the Corporation after the record date,
except as otherwise provided in the DGCL.
If the Board of Directors does not so fix a record date, the record date
for determining
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stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the business day next preceding the day
on which notice is given or, if notice is waived, at the close of business on
the business day next preceding the day on which the meeting is held.
SECTION 12. PROXIES
Every person entitled to vote for directors or on any other matter shall
have the right to do so either in person or by one or more agents authorized
by a written proxy signed by the person and filed with the Secretary of the
Corporation. A proxy shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the stockholder or the stockholder's attorney
in fact. A validly executed proxy which does not state that it is
irrevocable shall continue in full force and effect unless (i) revoked by the
person executing it, before the vote pursuant to that proxy, by a writing
delivered to the Corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in
person by, the person executing the proxy; or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the Corporation
before the vote pursuant to that proxy is counted; PROVIDED, HOWEVER, that no
proxy shall be valid after the expiration of three (3) years from the date of
the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of Section 212 of the DGCL.
SECTION 13. INSPECTORS OF ELECTION
Before any meeting of stockholders, the Board of Directors shall appoint
a person other than nominees for office, directors or stockholders to act as
inspectors of election at the meeting or its adjournment. If any person
appointed as inspector fails to appear or fails or refuses to act, the
chairman of the meeting shall appoint a person to fill that vacancy.
The inspector shall:
(a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity, and effect of proxies;
(b) Receive votes or ballots;
(c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(d) Count and tabulate all votes;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or vote
with fairness to
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all stockholders.
ARTICLE III
DIRECTORS
SECTION 1. POWERS
Subject to the provisions of the DGCL and any limitations in the
Corporation's Certificate of Incorporation relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the Corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors.
Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
Corporation; prescribe any powers and duties for them that are consistent
with law, with the Certificate of Incorporation, and with these Bylaws; fix
their compensation; and require from them security for faithful service.
(b) Change the registered office in the State of Delaware from one
location to another; cause the Corporation to be qualified to do business in
any other state, territory, dependency, or country and conduct business
within or outside the State of Delaware; and designate any place within or
outside the State of Delaware for the holding of any stockholders' meeting,
or meetings, including annual meetings.
(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the Corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.
(e) Borrow money and incur indebtedness on behalf of the Corporation,
and cause to be executed and delivered for the Corporation's purposes, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, and other evidences of debt and
securities.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
Until the expiration of the Initial Period, the Board of Directors shall
consist of nine (9) members. For purposes hereof, "Initial Period" shall
mean the period commencing as of May 20, 1996 and ending upon the date on
which California HealthCare Foundation and its affiliates, when taken
together, cease to Beneficially Own Capital Stock (as defined in Section
14(d) of Article VII of the Corporation's Certificate of Incorporation) in
excess of the Ownership Limit (as defined in Section 14(f) of Article VII of
the Corporation's Certificate of Incorporation).
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Each of the directors of the Corporation shall hold office for the term
for which he or she is elected and until (i) his or her successor has been
elected and qualified or (ii) his or her earlier death, resignation or
removal. The directors of the Corporation shall be classified, with respect
to the time for which they hold office, into three classes as nearly equal in
number as possible: Class I, consisting of Roger E. Birk, Elizabeth A.
Sanders and Sheila P. Burke, whose term expires at the annual meeting of
stockholders held in 2000, and Class II, consisting of David R. Banks and
Stephen L. Davenport, whose term expires at the annual meeting of
stockholders held in 1998 and Class III, consisting of Julie A. Hill, W.
Toliver Besson and Leonard D. Schaeffer, whose term expires at the annual
meeting of stockholders held in 1999, with each class to hold office until
its successors are elected and qualified. If the number of directors is
changed by the Board of Directors, then any newly created directorships or
any decrease in directorships shall be so apportioned among the classes as to
make all classes as nearly equal as possible; PROVIDED, that no decrease in
the number of directors shall shorten the term of any incumbent director. At
each annual meeting of the stockholders, subject to the rights of the holders
of any class or series of stock having a preference over the Common Stock as
to dividends or upon liquidation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year
following the year of their election.
Directors need not be stockholders. In any election of directors, the
persons receiving a plurality of the votes cast, up to the number of
directors to be elected in such election, shall be deemed to be elected.
SECTION 3. VACANCIES
In the case of any vacancy on the Board of Directors or in the case of
any newly created directorship, a director elected to fill the vacancy or the
newly created directorship for the unexpired portion of the term being
filled, shall be elected by a vote of not less than a majority of the
directors of the Corporation then in office, from a list of one or more
persons proposed in accordance with the nominating process specified in
Article IV, Section 2 of these Bylaws, or, in the absence of such list being
arrived at in accordance with the nominating process specified in Article IV,
Section 2 of these Bylaws, then by the vote of a majority of the Board of
Directors, PROVIDED, HOWEVER, during the Initial Period, in the case of
replacing or filling a vacancy of a BCC Designee (as such term is defined in
Article IV, Section 2), the vote shall be of not less than a majority of the
remaining BCC Designees and, in the case of replacing or filling a vacancy of
a WellPoint Designee (as such term is defined in Article IV, Section 2), the
vote shall be of not less than a majority of the remaining WellPoint
Designees. Each director so elected shall hold office until the next annual
meeting of the stockholders at which the class for which such director has
been chosen is elected and until a successor has been elected and
qualified. A vacancy or vacancies in the Board of Directors shall be deemed
to exist in the event of the death, resignation, or removal of any director,
or if the Board of Directors by resolution declares vacant the office of a
director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors is increased,
or if the stockholders fail, at any meeting of stockholders at which any
director or directors are elected, to elect the number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to fill
any vacancy or
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vacancies not filled by the directors.
Any director may resign effective upon giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for that resignation to
become effective. If the resignation of a director is effective at a future
time, the Board of Directors may elect a successor to take office when the
resignation becomes effective.
No reduction of the authorized number of directors shall have the effect
of removing any director before that director's term of office expires.
SECTION 4. REMOVAL OF DIRECTORS
Any or all of the directors may be removed, with or without cause, by
the affirmative vote of the holders of a majority of the voting power of the
shares of the Corporation's stock entitled to vote at an election of
directors. However, a director may not be removed without cause if the votes
cast against removal of the director would be sufficient to elect the
director if voted cumulatively (without regard to whether shares may
otherwise be voted cumulatively) at an election at which the same total
number of votes were cast and either the number of directors elected at the
most recent annual meeting of the stockholders, or if greater, the number of
directors for whom removal is being sought, were then being elected.
SECTION 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Regular meetings of the Board of Directors may be held at any place
within or outside the State of Delaware that has been designated from time to
time by resolution of the Board of Directors. In the absence of such a
designation, regular meetings shall be held at the principal executive office
of the Corporation. Special meetings of the Board of Directors shall be held
at any place within or outside the State of Delaware that has been designated
in the notice of the meeting or, if not stated in the notice or if there is
no notice, at the principal executive office of the Corporation. Any
meeting, regular or special, may be held by conference telephone, electronic
video screen communication or other communications equipment, if (1) each
member participating in the meeting can communicate with all of the other
members concurrently, (2) each member is provided the means of participating
in all matters before the Board of Directors, including the capacity to
propose, or to interpose an objection, to a specific action to be taken by
the Corporation, and (3) the Corporation adopts and implements some means of
verifying that (a) a member communicating by telephone, electronic video
screen, or other communications equipment is a director entitled to
participate in the meeting and (b) all statements, questions, actions, or
votes were made by that director and not by another person not permitted to
participate as a director. Participation in a meeting as permitted by this
Section 5 constitutes presence in person at such meeting.
SECTION 6. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held without call at
such time as shall from time to time be fixed by the Board of Directors.
Such regular meetings may be held without notice.
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SECTION 7. SPECIAL MEETINGS
Special meetings of the Board of Directors for any purpose or purposes
may be called at any time by the Chairman of the Board, the President or by a
majority of directors.
Notice of the time and place of special meetings (but the purpose need
not be stated) shall be delivered personally or by telephone, facsimile, or
electronic mail message to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
residence or usual place of business. In case the notice is mailed, it shall
be deposited in the United States mail at least two (2) calendar days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone, facsimile, electronic mail message, or telegram,
it shall be delivered personally or by telephone, facsimile, electronic mail
message, or to the telegraph company at least forty-eight (48) hours before
the time of the holding of the meeting. Any oral notice given personally or
by telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. As used herein, notice by
telephone shall be deemed to include a voice messaging system or other system
or technology designed to record and communicate messages, or wireless, to
the recipient, including the recipient's designated voice mailbox or address
on such a system.
SECTION 8. QUORUM
A majority of the authorized number of directors shall constitute a
quorum for the transaction of business, except as so provided in Section 14
of this Article and as provided in Article IV. Every act done or decision
made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors,
subject to the provisions of Section 144 of the DGCL (as to approval of
contracts or transactions in which a director has a direct or indirect
material financial interest), Section 141 of the DGCL (as to appointment of
committees), and Section 145 of the DGCL (as to indemnification of
directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
SECTION 9. WAIVER OF NOTICE
The transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice if a quorum is present and
if, either before or after the meeting, each of the directors not present
signs a written waiver of notice, a consent to holding the meeting or an
approval of the minutes. The waiver of notice or consent need not specify
the purpose of the meeting. All such waivers, consents, and approvals shall
be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting before or at its commencement the lack
of notice to that director.
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SECTION 10. ADJOURNMENT
A majority of the directors present, whether or not constituting a
quorum, may adjourn any meeting to another time and place.
SECTION 11. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than 24 hours, in which case
notice of the time and place shall be given prior to the time of the
adjourned meeting, in the manner specified in Section 7 of this Article III,
to the directors who were not present at the time of the adjournment.
SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting, if all members of the Board shall
individually or collectively consent in writing to that action. Such action
by written consent shall have the same force and effect as a unanimous vote
of the Board of Directors. Such written consent or consents shall be filed
with the minutes of the proceedings of the Board.
SECTION 13. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement of expenses, as may be fixed
or determined by resolution of the Board of Directors. This Section 13 shall
not be construed to preclude any director from serving the Corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for those services.
SECTION 14. RULES AND REGULATIONS
The Board of Directors may adopt such rules and regulations not
inconsistent with the provisions of the Certificate of Incorporation, these
Bylaws or applicable law for the conduct of its meetings and management of
the affairs of the Corporation as the Board of Directors may deem to be
proper.
SECTION 15. LOANS BY THE CORPORATION TO OFFICERS
The Board of Directors, acting alone (by a vote sufficient without
counting the vote of any interested director or directors), and without any
approval of the stockholders of the Corporation, shall be authorized to
approve the making of any loan of money or property by the Corporation to, or
the guarantee by the Corporation of the obligation of, any officer (whether
or not a director) of the Corporation, or an employee benefit plan
authorizing such a loan or guaranty to an officer (whether or not a
director), if the Board of Directors determines that such a loan or guaranty
or plan may reasonably be expected to benefit the Corporation.
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ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES
The Board may, by resolution adopted by a majority of the authorized
number of directors, designate one or more committees, each consisting of two
or more directors, to serve at the pleasure of the Board, PROVIDED, HOWEVER,
that any executive committee established pursuant to this provision shall,
during the Initial Period, have at least one member who shall be a BCC
Designee (as hereinafter defined) and a majority of members who shall be
non-BCC Designees. Subject to Section 2 of this Article IV, the Board may
designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such
committee. Any committee, to the extent allowed by law and provided in these
Bylaws or the resolution establishing the committee, shall have all the
authority of the Board in the management and of the business and affairs of
the Corporation. Each committee shall keep regular minutes and report to the
Board when required.
SECTION 2. NOMINATING COMMITTEE
There shall be a Nominating Committee of the Board which shall consist
of three directors, at least one of whom shall be a BCC Designee and a
majority of members who shall be non-BCC Designees, and all of whom shall be
independent, but none of whom shall consist of the Chairman of the Board so
long as the Chairman of the Board is also an executive officer of the
Corporation. The Nominating Committee shall continue in existence, with the
power and authority specified in this Section 2, at least until the
expiration of the Initial Period. So long as it shall remain in existence,
the Nominating Committee shall have the power, acting by majority vote, to
nominate persons to serve as directors of the Corporation, subject (i) to any
rights of stockholders under law to nominate persons to serve as directors,
(ii) in the case of a person nominated to be a replacement for any BCC
Designee on the Board, the BCC Designee member(s) of the Nominating Committee
shall have a veto vote, (iii) in the case of a person nominated to be a
replacement for any WellPoint Designee on the Board, the Nominating Committee
shall not nominate such a person if a majority of the WellPoint Designee
members of the Nominating Committee oppose such a nomination, (iv) to any
contractual obligations of the Corporation, and (v) to the next paragraph
hereof.
So long as the Nominating Committee shall remain in existence, if the
Nominating Committee is unable to nominate a candidate for the Corporation's
Board of Directors as set forth above on a timely basis, nominations shall be
made by vote of a majority of the Board of Directors, PROVIDED, HOWEVER, in
the case of replacing a BCC Designee, by vote of a majority of the remaining
BCC Designees or, in the case of replacing a WellPoint Designee, by vote of a
majority of the remaining WellPoint Designees and with respect to any other
position on the Board, by a vote of a majority of the Board of Directors.
As used in these Bylaws, "BCC Designee" means each of W. Toliver
Besson, Stephen L. Davenport and Sheila P. Burke, or a direct or indirect
replacement thereof; "WellPoint Designees" shall mean Leonard D. Schaeffer,
David R. Banks, Roger E. Birk, Julie A. Hill and Elizabeth E. Sanders, or a
direct or indirect replacement thereof.
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SECTION 3. POWERS OF COMMITTEES
Any committee, to the extent allowed by law and provided in these Bylaws
or the resolution of the Board of Directors establishing the committee, shall
have all the authority of the Board of Directors, except with respect to:
(a) the approval of any action which, under the DGCL, also requires
stockholders' approval or approval of the outstanding shares;
(b) the filling of vacancies on the Board of Directors or in any
committee;
(c) the fixing of compensation of the directors for serving on the Board
of Directors or on any committee;
(d) the amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors;
(f) a distribution to the stockholders of the Corporation, except at a
rate or in a periodic amount or within a price range set forth in the
Corporation's Certificate of Incorporation or determined by the Board of
Directors; or
(g) the appointment of any other committees of the Board of Directors or
the members of these committees.
SECTION 4. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these Bylaws,
Section 5 (place of meetings), Section 6 (regular meetings), Section 7
(special meetings and notice), Section 8 (quorum), Section 9 (waiver of
notice), Section 10 (adjournment), Section 11 (notice of adjournment), and
Section 12 (action without meeting), with such changes in the context of
those Bylaws as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time of regular
meetings of committees may be determined either by resolution of the Board of
Directors or by resolution of the committee; special meetings of committees
may also be called by resolution of the Board of Directors; and notice of
special meetings of committees shall also be given to all alternate members,
who shall have the right to attend all meetings of the committee. The Board
of Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these Bylaws.
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ARTICLE V
OFFICERS
SECTION 1. OFFICERS
The officers of the Corporation shall be a Chairman of the Board, a
President, a Secretary, and a Chief Financial Officer. The Treasurer is the
Chief Financial Officer of the Corporation unless the Board of Directors has
by resolution determined a Vice President or other officer to be the Chief
Financial Officer. The Corporation may also have, at the discretion of the
Board of Directors, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this Article
V. Any number of offices may be held by the same person.
SECTION 2. ELECTION OF OFFICERS
The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article V, shall be chosen by the Board of Directors, and each shall serve at
the pleasure of the Board, subject to the rights, if any, of any officer
under an express written contract of employment.
SECTION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of the Corporation may require,
each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the Bylaws or as the Board of
Directors or the President may from time to time determine.
SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS
Except as otherwise provided in these Bylaws and subject to the rights,
if any, of any officer under an express written contract of employment, any
officer may be removed, either with or without cause, by the Board of
Directors, at any regular or special meeting of the Board of Directors, or
except in the case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the Board of
Directors.
Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the Corporation under any contract to which the
officer is a party.
SECTION 5. VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal,
disqualification or any other cause shall be filled in the manner prescribed
in these Bylaws for regular appointments to that office.
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SECTION 6. CHAIRMAN OF THE BOARD
The Chairman of the Board shall, when present, preside at meetings of
the Board of Directors and, when present, preside at the meetings of the
stockholders. The Chairman of the Board shall perform such duties and
possess such powers as are usually vested in the office of the Chairman of
the Board or as may be vested in the Chairman of the Board by the Board of
Directors, subject to the terms of his or her employment agreement.
SECTION 7. PRESIDENT/CHIEF EXECUTIVE OFFICER
The President shall be the chief operating officer of the Corporation.
He shall also be the chief executive officer of the Corporation, unless such
title is assigned to the Chairman of the Board. The President shall perform
such duties and possess such powers as are usually vested in the office of
the President or as may be vested in the President by the Board of Directors,
subject to the terms of his or her employment agreement.
SECTION 8. VICE PRESIDENT
In the absence or disability of the President, the vice presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a vice president designated by the Board of Directors, shall perform
all the duties of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the President. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of
Directors or the Bylaws, and the President, or the Chairman of the Board.
SECTION 9. SECRETARY
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of directors, committees of directors,
and stockholders, with the time and place of holding, whether regular or
special, and, if special, how authorized, the notice given, the names of
those present at directors' meetings or committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings.
The Secretary shall keep or cause to be kept, at the principal executive
office or at such other place as designated by the Board of Directors, a
share register, or a duplicate share register, showing the names of all
stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required by the Bylaws or
by law to be given, and he shall keep the seal of the Corporation if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.
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SECTION 10. CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.
The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the Corporation with such depositaries as
may be designated by the Board of Directors. He shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render to
the President and directors, whenever they request it, an account of all of
his transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or by the Bylaws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND FIDUCIARIES
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall be required, to the maximum extent permitted by
the DGCL, to indemnify each of its directors and officers against expenses,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact that
any such person is or was a director, officer, employee, or other agent of
the Corporation or a Predecessor Corporation or is or was serving at the
request of the Corporation or a Predecessor Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise. For purposes hereof, "Predecessor
Corporation" shall mean WellPoint Health Networks Inc., a California
corporation ("WellPoint").
SECTION 2. INDEMNIFICATION OF OTHER AGENTS
The Corporation may, in its absolute discretion, up to the maximum
extent permitted by the DGCL, indemnify each of its agents who are not
required to be indemnified under Section 1 of this Article VI against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of
the fact that any such person is or was an agent of the Corporation or a
Predecessor Corporation. For purposes of this Section 2, an "agent" of the
Corporation includes any person who is or was an employee or other agent of
the Corporation or a Predecessor Corporation, or is or was serving at the
request of the Corporation or a Predecessor Corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise.
SECTION 3. INDEMNIFICATION OF FIDUCIARIES
The Corporation shall indemnify any director, officer, employee, or
other agent of the
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Corporation against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that any such person is or was a trustee,
investment manager, or other fiduciary under any employee benefit plan of the
Corporation (or a Predecessor Corporation). The provisions of this Section 3
shall be deemed to constitute a contract between the Corporation (or any
Predecessor Corporation) and any such indemnified person, or for the benefit
of any such indemnified person.
SECTION 4. ADVANCES OF EXPENSES
To the extent permitted by the DGCL, expenses incurred in defending any
proceeding in the cases described in Sections 1 and 3 of this Article VI
shall, and in the case described in Section 2 of this Article VI may, be
advanced by the Corporation prior to the final disposition of such proceeding
upon receipt of any undertaking by or on behalf of the agent to repay such
amount, if it shall be determined ultimately that the agent is not entitled
to be indemnified as authorized in this section.
ARTICLE VII
RECORDS AND REPORTS
SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER
The Corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the Board of Directors, a record of its
stockholders, giving the names and addresses of all stockholders and the
number and class of shares held by each stockholder.
Any stockholder of the Corporation may upon written demand under oath
stating the proper purpose thereof (i) inspect and copy the records of
stockholders' names and addresses and shareholdings during usual business
hours upon five (5) days' prior written demand on the Corporation, or (ii)
obtain from the transfer agent of the Corporation, upon the tender of such
transfer agent's usual charges for such list, a list of the stockholders'
names and addresses entitled to vote for the election of directors, and their
shareholdings, as of the most recent record date for which that list has been
compiled or as of a date specified by the stockholder subsequent to the date
of demand. This list shall be made available to any such stockholder by the
transfer agent on or before the later of five days after the demand is
received or the date specified in the demand as the date as of which the list
is to be compiled. The record of stockholders shall also be open to
inspection on the written demand of any stockholder or holder of a voting
trust certificate, at any time during usual business hours, for a purpose
reasonably related to the holder's interests as a stockholder or as the
holder of a voting trust certificate. Any inspection and copying under this
Section 1 may be made in person or by an agent or attorney of the stockholder
or holder of a voting trust certificate making the demand.
SECTION 2. MAINTENANCE AND INSPECTION OF BYLAWS
The Corporation shall keep at its principal executive office the
original or a copy of the Bylaws as amended to date, which shall be open to
inspection by the stockholders at all reasonable
16.
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times during office hours.
SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS
The accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and any committee or committees of
the Board of Directors shall be kept at such place or places designated by
the Board of Directors, or, in the absence of such designation, at the
principal executive office of the Corporation. The minutes shall be kept in
written form and the accounting books and records shall be kept either in
written form or in any other form capable of being converted into written
form. The minutes and accounting books and records shall be open to
inspection upon the written demand of any stockholder or holder of a voting
trust certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the stockholder's interests as a stockholder or
as the holder of a voting trust certificate. The inspection may be made in
person or by an agent or attorney, and shall include the right to copy and to
make extracts.
SECTION 4. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind and the physical
properties of the Corporation and each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.
ARTICLE VIII
GENERAL CORPORATE MATTERS
SECTION 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING
For purposes of determining the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or entitled
to exercise any rights in respect of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before any such action, and in that case only
stockholders of record on the date so fixed are entitled to receive the
dividend, distribution, or allotment of rights or to exercise the rights, as
the case may be, notwithstanding any transfer of any shares on the books of
the Corporation after the record date so fixed, except as otherwise provided
in the DGCL.
If the Board of Directors does not so fix a record date, the record date
for determining stockholders for any such purpose shall be at the close of
business on the date on which the Board of Directors adopts the applicable
resolution.
SECTION 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS
All checks, drafts, or other orders for payment of money, notes, or
other evidences of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
Board of Directors.
17.
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SECTION 3. EXECUTING CORPORATE CONTRACTS AND INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and this authority may be general or confined to specific
instances; and, unless so authorized or ratified by the Board of Directors or
within the agency power of an officer, no officer, agent, or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or
for any amount.
SECTION 4. CERTIFICATES FOR SHARES
A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each stockholder when any of these shares are
fully paid, and the Board of Directors may authorize the issuance of
certificates or shares as partly paid provided that these certificates shall
state thereon the amount of the consideration to be paid for them and the
amount paid. All certificates shall be signed in the name of the Corporation
by the Chairman of the Board or the President or Vice President and by the
Chief Financial Officer or an Assistant Treasurer or the Secretary or any
Assistant Secretary, certifying the number of shares and the class or series
of shares owned by the stockholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that officer, transfer agent, or
registrar before that certificate is issued, it may be issued by the
Corporation with the same effect as if that person were an officer, transfer
agent, or registrar at the date of issue.
SECTION 5. LOST CERTIFICATES
Except as provided in this Section 5, no new certificates for shares
shall be issued to replace an old certificate unless the latter is
surrendered to the Corporation and cancelled at the same time. The Board of
Directors may, in case any share certificate or certificate for any other
security is lost, stolen, or destroyed, authorize the issuance of a
replacement certificate on such terms and conditions as the Board of
Directors may require, including provision for indemnification of the
Corporation secured by a bond or other adequate security sufficient to
protect the Corporation against any claim that may be made against it,
including any expense or liability, on account of the alleged loss, theft, or
destruction of the certificate or the issuance of the replacement certificate.
SECTION 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The Chairman of the Board, the President, or any Vice President, or any
other person authorized by resolution of the Board of Directors or by any of
the foregoing designated officers, is authorized to vote on behalf of the
Corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the Corporation. The authority
granted to these officers to vote or represent on behalf of the Corporation
any and all shares held by the Corporation in any other corporation or
corporations may be exercised by any of these officers in person or by any
person authorized to do so by a proxy duly executed by these officers.
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SECTION 7. CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of
these Bylaws. Without limiting the generality of this provision, the
singular number includes the plural, the plural number includes the singular,
and the term "person" includes both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
SECTION 1. AMENDMENT BY STOCKHOLDERS
New Bylaws may be adopted or these Bylaws may be amended or repealed by
the vote of holders of a majority of the outstanding shares entitled to vote,
except as otherwise provided by law or in the Certificate of Incorporation.
SECTION 2. AMENDMENT BY DIRECTORS
Subject to the rights of the stockholders as provided in Section 1 of
this Article IX, to adopt, amend, or repeal Bylaws, and subject to the
provisions of the Certificate of Incorporation, Bylaws may be adopted,
amended, or repealed by the Board of Directors; PROVIDED, HOWEVER, that the
Board of Directors may adopt a Bylaw or amendment of a Bylaw changing the
authorized number of directors only for the purpose of fixing the exact
number of directors within the limits specified in the Certificate of
Incorporation.
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WELLPOINT HEALTH NETWORKS INC.
EMPLOYEE STOCK OPTION PLAN
(AS AMENDED THROUGH FEBRUARY 24, 1999)
ARTICLE ONE
GENERAL PROVISIONS
1.1 PURPOSE OF THE PLAN
This WellPoint Health Networks Inc. Employee Stock Option Plan ("Plan")
was originally adopted effective May 21, 1996 (the "Effective Date"), to
enable WellPoint Health Networks Inc. (the "Company") to offer stock options
to non-executive officers of the Company or any affiliate.
1.2 ELIGIBILITY
The following individuals ("Eligible Individuals") shall be eligible to
be granted stock options under the Plan: Each employee of the Company or of
an affiliate ("Affiliate") of the Company linked to the Company by a 50% or
greater chain of ownership or in which the Company has a significant
ownership interest, directly or indirectly (as determined by the Committee,
as defined below) who, on the date of grant or such date before the grant as
the Committee shall specify for administrative purposes is not an executive
officer of the Company.
1.3 ADMINISTRATION OF THE PLAN
A. COMMITTEE. The Plan will be administered by a committee or
committees appointed by the Board of Directors of the Company (the "BOARD")
and consisting of two or more members of the Board. If no committee is
appointed, the Board will serve as the committee. The term "COMMITTEE," when
used in this Plan, refers to the committee that has been delegated authority
with respect to a matter, or to the Board if no committee has been delegated
such authority. Members of a committee will serve for such term as the Board
may determine, and may be removed by the Board at any time.
B. AUTHORITY. The Committee has full authority to administer the Plan
within the scope of its delegated responsibilities, including authority to
interpret and construe any relevant provision of the Plan, to adopt rules and
regulations that it deems necessary, to determine which individuals are
Eligible Individuals, to determine which Eligible Individuals shall be
granted options under the Plan, to determine the amount and/or number of
shares subject to such options, and to determine the terms of such an option
(which terms need not be identical). Decisions of a Committee made within
the discretion delegated to it by the Board are final and binding on all
persons.
1.
<PAGE>
1.4 STOCK SUBJECT TO THE PLAN
A. NUMBER OF SHARES. Shares of the Company's Common Stock ("COMMON
STOCK") available for issuance under the Plan will be drawn from the
Company's authorized but unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares purchased by the Company on the open
market. The number of shares of Common Stock that may be issued under the
Plan will not exceed 2,300,000 (Two Million Three Hundred Thousand), subject
to adjustment in accordance with Paragraph C below.
B. SHARE COUNTING. In determining whether the number of shares issued
under the Plan exceeds the maximum number set forth in Paragraph 1.4.A., only
the net number of shares actually issued under an option shall count against
the limit. Thus, if any outstanding option under the Plan expires, is
terminated, is cancelled or is forfeited for any reason before the full
number of shares governed by the option grant are issued, those remaining
shares will not be charged against the limit in Paragraph 1.4.A. above and
will be available for subsequent option grants under the Plan. If shares
held by an optionee are delivered to the Company, or are withheld from shares
otherwise issuable under the option, in payment of all or a portion of the
exercise price or tax withholding obligations under the option, only the net
number of shares issued by the Company (i.e., the gross number less the
shares delivered or withheld) shall be counted toward the limit of Paragraph
1.4.A.
C. ADJUSTMENTS. If any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, then the Committee shall make appropriate adjustments to (i)
the maximum number and/or class of securities issuable under the Plan and
(ii) the number and/or class of securities and price per share in effect
under each option outstanding under the Plan. The purpose of these
adjustments will be to preclude the enlargement or dilution of rights and
benefits under the options.
ARTICLE TWO
TERMS OF OPTIONS
2.1 TERMS AND CONDITIONS OF OPTIONS
A. TYPE AND TERM. All options granted under the Plan shall be
non-qualified options not intended to satisfy the requirements for incentive
stock options under Section 422 of the Internal Revenue Code. No grants
under the Plan will be exercisable after the expiration of 10 years from the
date of grant.
B. PRICE AND EXERCISABILITY. The option price per share and the period
or periods within the term of an option that such option may be exercised
will be fixed by the Committee.
C. EXERCISE AND PAYMENT. After any option granted under the Plan
becomes exercisable, it may be exercised by notice to the Company at any time
before termination of the option. The option price will be payable in full
in cash or check made payable to the Company
2.
<PAGE>
or, subject to such limitations as the Committee may determine, in one or
more of the following alternative forms:
(1) in shares of Common Stock valued as of the Exercise Date
(defined below) and held by the optionee for the requisite period to avoid a
charge to earnings; or
(2) through a sale and remittance procedure under which the option
holder delivers in such form as the Committee shall authorize an exercise
notice and irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale proceeds to pay the option price.
For purposes of Subparagraph (2) immediately above, the "EXERCISE DATE" is
the date on which notice, in such form as the Committee shall authorize, of
the exercise of the option is delivered to the Company. In all other cases,
the Exercise Date is the date on which notice and actual payment is received
by the Company.
An option may provide that, to the extent that the exercise price of an
option (or the Federal, State and local income and employment tax withholding
obligations attributable thereto) is paid in shares of Common Stock (whether
delivered to the Company by the holder or withheld from shares otherwise
issuable upon exercise), the holder will automatically be granted a new
option covering the number of shares so delivered or withheld; the terms of
the new option shall be the same as the option so exercised, except that the
per share exercise price of the new option shall be the fair market value of
one share of Common Stock on the date of grant of the new option and the term
of the new option shall be equal to the remaining term of the option so
exercised.
D. STOCKHOLDER RIGHTS. An option holder will have no stockholder rights
with respect to any shares covered by an option before the Exercise Date of
the option, as defined in the immediately preceding Paragraph.
E. SEPARATION FROM SERVICE. The Committee will determine and set forth
in each option whether the option will continue to be exercisable, and the
terms of such exercise, on and after the date that an optionee ceases to be
employed by or to provide services to the Company or an Affiliate. The date
of termination of an optionee's employment or services will be determined by
the Committee, which determination will be final.
F. Transferability. During the lifetime of the optionee, options will
be exercisable only by the optionee and will not be assignable or
transferable by the optionee otherwise than by will or by the laws of descent
and distribution following the optionee's death. However, if and to the
extent that the Committee so authorizes at the time an option is granted or
amended, an option may, in connection with the optionee's estate plan, be
assigned in whole or in part during the optionee's lifetime to one or more
members of the optionee's family or to a trust established exclusively for
one or more such family members. Rights under the assigned portion may only
be exercised by the person or persons who acquire a proprietary interest in
the option pursuant to the assignment and shall be set forth in such
documents issued to the assignee as the Committee may deem appropriate.
3.
<PAGE>
2.2 CORPORATE TRANSACTIONS
The Committee may determine and set forth in each option, either at the
time of grant or by amendment thereafter, the effect, if any, that any sale
of stock or assets, merger, combination, spinoff, reorganization, or
liquidation of the Company will have upon the term, exercisability and/or
vesting of outstanding options, provided that any options that are continued,
assumed or replaced with comparable awards in connection with any transaction
will be adjusted as provided in Section 1.4.C. The grant of options under
this Plan will in no way affect the right of the issuer of Common Stock to
adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.
ARTICLE THREE
MISCELLANEOUS
3.1 AMENDMENT
A. BOARD ACTION. The Board may amend, suspend or discontinue the Plan
in whole or in part at any time; provided, however, that (1) such action
shall not adversely affect a holder's rights and obligations with respect to
options at the time outstanding under the Plan and (2) the Board shall not,
without the approval of the Company's stockholders, make any change with
respect to which the Board determines that stockholder approval is required
by applicable law or regulatory standards.
B. MODIFICATION OF OPTIONS. The Committee has full power and authority
to modify or waive any or all of the terms, conditions or restrictions
applicable to any outstanding option under the Plan, to the extent not
inconsistent with the Plan; provided, however, that no such modification or
waiver shall, without the consent of the holder of the option, adversely
affect the holder's rights thereunder.
3.2 TAX WITHHOLDING
A. OBLIGATION. The Company's obligation to deliver shares or cash upon
the exercise of options under the Plan is subject to the satisfaction of all
applicable Federal, State and local income and employment tax withholding
requirements.
B. STOCK WITHHOLDING. The Committee may require or permit, in its
discretion and upon such terms and conditions as it may deem appropriate, any
or all holders of outstanding options under the Plan to elect to have the
Company withhold, from the shares of Common Stock otherwise issuable pursuant
to such option, one or more of such shares with an aggregate Fair Market
Value equal to the Federal, State and local income and employment taxes
("Taxes") incurred in connection with the acquisition of such shares.
Holders of options under the Plan may also be granted the right to deliver
previously acquired shares of Common Stock held for the requisite period to
avoid a charge to earnings in satisfaction of such Taxes. The withheld or
delivered shares will be valued at Fair Market Value on the applicable
determination date for such Taxes.
4.
<PAGE>
3.3 VALUATION
For all purposes under this Plan, the fair market value per share of
Common Stock on any relevant date under the Plan ("FAIR MARKET VALUE") will
be determined as follows:
(1) NATIONAL EXCHANGE. If the Common Stock is at the time listed or
admitted to trading on any national stock exchange, then the Fair Market
Value will be the closing selling price per share of Common Stock on the day
before the date in question on the stock exchange determined by the Committee
to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is
no reported sale of Common Stock on such exchange on the day before the date
in question, then the Fair Market Value will be the closing selling price on
the exchange on the last preceding date for which such quotation exists.
(2) NASDAQ. If the Common Stock is not at the time listed or
admitted to trading on any national stock exchange but is traded in the
over-the-counter market, the fair market value will be the mean between the
highest bid and lowest asked prices (or, if such information is available,
the closing selling price) per share of Common Stock on the date in question
in the over-the-counter market, as such prices are reported by the National
Association of Securities Dealers through its NASDAQ system or any successor
system. If there are no reported bid and asked prices (or closing selling
price) for the Common Stock on the date in question, then the mean between
the highest bid price and lowest asked price (or the closing selling price)
on the last preceding date for which such quotations exist will be
determinative of fair market value.
(3) COMMITTEE. Notwithstanding the foregoing, if the Committee
determines that, as a result of circumstances existing on any date, the use
of the above rules is not a reasonable method of determining Fair Market
Value on that date or if Common Stock is not at the time listed or admitted
to trading as outlined above, the Committee may use such other method as, in
its judgment, is reasonable.
3.4 EFFECTIVE DATE AND TERM OF PLAN
A. EFFECTIVE DATE. This Plan becomes effective on the Effective Date.
B. TERM. The Committee may grant options under the Plan at any time
after the Effective Date of the Plan and before the Plan is terminated by the
Board.
3.5 REGULATORY APPROVALS
The implementation of the Plan, any option grants under the Plan, and
the issuance of stock pursuant to any option granted under the Plan is
subject to the procurement by the Company of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, option
grants made under the Plan, and stock issued pursuant to the Plan.
5.
<PAGE>
3.6 NO EMPLOYMENT/SERVICE RIGHTS
Neither the establishment of this Plan, nor any action taken under the
terms of this Plan, nor any provision of this Plan will be construed to grant
any individual the right to remain in the employ or service of the Company
(or any subsidiary or parent of the Company) for any period of specific
duration, and the Company (or any subsidiary or parent of the Company
retaining the services of such individual) may terminate such individual's
employment or service at any time and for any reason, with or without cause;
provided that nothing contained in this Plan or in any option granted under
this Plan will affect any contractual rights of the Company or an employee
pursuant to a written employment agreement executed by the parties thereto.
6.
<PAGE>
Exhibit 10.37
WELLPOINT HEALTH NETWORKS INC.
1999 OFFICER BENEFITS ENROLLMENT GUIDE
<PAGE>
OVERVIEW
HOW TO USE THIS GUIDE
Your 1999 Officer Benefits Enrollment Guide contains information on the
FLEXPoint Benefits Program, FLEXExec and the Comprehensive Nonqualified
Retirement Plan. Your FLEXPoint Enrollment Worksheet lists your options and the
costs associated with those options. You'll want to use this Enrollment Guide
for:
- - OPEN ENROLLMENT
An overview of the 1999 FLEXPoint benefits program and enrollment
procedures is on pages XX - XX. YOU ONLY NEED TO CALL FLEXCONNECT IF YOU
WOULD LIKE TO CHANGE YOUR BENEFIT ELECTION(S) AND/OR ELECT FLEXIBLE
SPENDING ACCOUNT(S) FOR 1999.
Read the FLEXPoint Enrollment Guide CAREFULLY in order to determine the
benefits that best suit your needs for 1999. FLEXCONNECT IS AVAILABLE
DURING OPEN ENROLLMENT BY CALLING 1-800-638-6699 FROM OCTOBER 16 THROUGH
NOVEMBER 2 (AND, FOR CHANGES, FROM NOVEMBER 16 THROUGH NOVEMBER 25).
- - ENROLLMENT PROCEDURES FOR NEW OFFICERS
Enrollment procedures for new officers are on pages XX and XX of this
Guide.
- - BENEFIT INFORMATION
Explanations of the 1999 FLEXPoint benefits are included for your review.
FLEXPoint offers you the opportunity to change your benefits once a year in
order to meet your needs for the upcoming year. Read this section CAREFULLY
and make your decisions wisely because YOU WILL NOT BE ABLE TO CHANGE your
elections during the year except as a result of a family status change or
if you meet special enrollment requirements.
- - QUALIFIED FAMILY STATUS CHANGES DURING THE YEAR
WellPoint employees experience a number of CHANGES THROUGHOUT THE YEAR that
could affect their benefits, including marriage, birth, and change of
employment. Review this section to learn more about what qualified family
status changes are and what to do.
- - COBRA
An explanation of COBRA coverage is included for your review.
- - HIPAA
An explanation of HIPAA legislation is included.
- - OTHER BENEFITS
A summary of your non-FLEXPoint benefits is provided for your review.
- - FLEXExec
An overview of the additional benefits provided to WellPoint Officers is
included.
- - IMPORTANT TELEPHONE NUMBERS
These are provided for your use during the year.
<PAGE>
- ------------------------------------------------------------------------------
ABOUT THIS GUIDE
THIS GUIDE DOES NOT SERVE AS A GUARANTEE OF CONTINUED EMPLOYMENT OR BENEFITS.
COMPANY POLICIES ON HIRING, DISCHARGE, LAYOFF, AND DISCIPLINE ARE IN NO WAY
AFFECTED BY THE PROGRAMS DESCRIBED HERE. IN PARTICULAR, NOTHING IN THIS BOOKLET
ALTERS WELLPOINT'S AT-WILL EMPLOYMENT POLICY WHICH PROVIDES THAT EMPLOYMENT WITH
WELLPOINT IS NOT FOR A SPECIFIED PERIOD OF TIME AND CAN BE TERMINATED BY EITHER
THE COMPANY OR THE EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE OR ADVANCE
NOTICE.
IN ADDITION, TAX-FAVORED PLANS ARE SUBJECT TO FREQUENT CHANGES IN THE TAX LAW.
FOR THESE REASONS - AS WELL AS BUSINESS REASONS - WELLPOINT RESERVES THE RIGHT
TO AMEND IN WRITING OR DISCONTINUE THE WELLPOINT PLANS - OR ANY PART OF THEM,
WITH OR WITHOUT NOTICE, AT ANY TIME AT WELLPOINT'S SOLE DISCRETION. IF THERE IS
A DISCREPANCY BETWEEN THIS DOCUMENT AND THE PLAN DOCUMENTS, THE PROVISIONS OF
THE PLAN DOCUMENTS WILL APPLY.
- ------------------------------------------------------------------------------
<PAGE>
FLEXGUIDE
TABLE OF CONTENTS
PAGE
Your Benefits Program at a Glance
1999 FLEXPoint
FLEXExec
Comprehensive Nonqualified Retirement Plan
Eligibility
How FLEXPoint Works
Open Enrollment Procedures for Current WellPoint Officers
New Officer Enrollment Procedures
FLEXPoint Benefits Information
Your Medical Coverage
Your Dental Coverage
Your Vision Coverage
Your Life Insurance Coverage
Your Accidental Death and Dismemberment (AD&D) Insurance Coverage
Your Dependent Life Insurance Coverage
Spouse
Children
Your Flexible Spending Accounts
Health Care
Dependent Day Care
Qualified Family Status Changes During the Year
Continuing Health Coverage ("COBRA")
Health Insurance Portability and Accountability Act (HIPAA)
Other Benefits
FLEXExec
Group Universal Life Insurance
Disability Coverage
Comprehensive Nonqualified Retirement Plan
Important Telephone Numbers
<PAGE>
YOUR 1999 BENEFITS PROGRAM AT A GLANCE
Here's a quick look at the benefits offered to Officers of WellPoint Health
Networks Inc.
FLEXPOINT
<TABLE>
<CAPTION>
PLAN OPTIONS
- -------------------------------------------------------------------------------
<S> <C>
Medical WellPoint Preferred PPO or
WellPoint Group
HMOs
Waive coverage
- -------------------------------------------------------------------------------
Dental
California Dental Net
Prudent Buyer Dental Plan
Waive coverage
Outside California Basic Dental
Major Dental
Waive coverage
- -------------------------------------------------------------------------------
Vision Vision Service Plan
Waive coverage
- -------------------------------------------------------------------------------
Life Insurance $50,000
1 times your benefit salary
2 times your benefit salary
3 times your benefit salary
4 times your benefit salary
Waive coverage
- -------------------------------------------------------------------------------
Accidental Death and Dismemberment (AD&D) $50,000
Insurance 1 times your benefit salary
2 times your benefit salary
3 times your benefit salary
4 times your benefit salary
Waive coverage
- -------------------------------------------------------------------------------
Dependent Life Insurance
Spouse: $5,000
1/2 your benefit salary
1 times your benefit salary
Waive coverage
Each Child*: $5,000
$10,000
$25,000
Waive coverage
- -------------------------------------------------------------------------------
Flexible Spending Accounts Health care up to $3,000
Dependent day care up to $5,000
- -------------------------------------------------------------------------------
</TABLE>
*Amount payable depends on age of child. See page X.
1
<PAGE>
FLEXEXEC
These benefit plans are provided for all WellPoint Officers automatically - no
enrollment is required.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PLAN OPTIONS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Group Universal Life 2 times compensation* for Vice Presidents and General Managers
3 times compensation* for Senior Vice Presidents and above
- ----------------------------------------------------------------------------------------------------------------------
Short-Term Disability Maximum of 26 weeks salary continuance
- ----------------------------------------------------------------------------------------------------------------------
Long-Term Disability 60% of compensation* for Vice Presidents and General Managers
70% of compensation* for Senior and Executive Vice Presidents
- ----------------------------------------------------------------------------------------------------------------------
Financial Planning Seminars Periodic seminars to assist officers in obtaining stock ownership
guidelines, financial/retirement planning, etc.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
*Compensation as of September 1, 1998 plus target management bonus.
COMPREHENSIVE NONQUALIFIED RETIREMENT PLAN
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PLAN OPTIONS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
Supplemental 401(k) Deferral You may defer 1% - 6% in excess of 401(k) limits or before
becoming eligible for Company match; deferrals are matched if
you are not eligible for a match under the qualified 401(k) plan
- ----------------------------------------------------------------------------------------------------------------------
Salary Deferral You may defer 1% - 100% of your base salary in excess of $125,000
- ----------------------------------------------------------------------------------------------------------------------
Management Bonus Deferral You may defer 1% - 100% of your 1999 bonus to be paid in 2000
- ----------------------------------------------------------------------------------------------------------------------
Car Allowance Deferral $4,800 annually for Vice Presidents and General Managers
(IF YOU DO NOT ELECT TO DEFER, YOU WILL HAVE $7,200 annually for Senior Vice Presidents
RECEIVED THE AMOUNT AS TAXABLE INCOME) $9,600 annually for Executive Vice Presidents and above
- ----------------------------------------------------------------------------------------------------------------------
Supplemental Pension Plan WellPoint automatically makes contributions for compensation in
excess of $160,000; 5-year vesting applies
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
ADDITIONAL PLANS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PLAN OPTIONS
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
WellPoint 401(k) Retirement Savings Highly compensated may defer 2% - 8% of compensation; Company
Program match applies (see page XX for details)
- ----------------------------------------------------------------------------------------------------------------------
Employee Stock Purchase Plan You may contribute between $20 and $826.93 per pay period (see
page XX for details)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE>
FLEXPOINT ELIGIBILITY
OFFICERS
All full-time officers are eligible for FLEXPoint benefits on the 1st of the
month following or coinciding with one calendar month of employment. For
example, if you begin work on July 15, you will be eligible to participate in
FLEXPoint on September 1. If you begin work on July 1, you will be eligible to
participate on August 1.
DEPENDENTS
You may enroll your eligible dependents in FLEXPoint benefits. Eligible
dependents include:
- - Your spouse
- - Your unmarried children through age 18. Legally-adopted children,
stepchildren and any child for whom you or your spouse is a legal guardian
are eligible in the same manner as your own natural children.
- - Your unmarried children, age 19 through 24, who are your dependents for
income tax purposes and enrolled for 12 or more credits per semester (or
equivalent full-time basis) in an accredited college, university, or
post-high-school trade or technical school. You will be required to provide
proof of full-time student status.
Note: You may not be covered as an employee and as a dependent on the medical,
dental and life insurance plans. For example, if you and your spouse are both
employed at WellPoint, you may elect to cover your spouse on medical, dental
and/or spouse life insurance. However, your spouse may not elect those coverages
as an employee. Additionally, you may not have duplicate coverage for your
children (i.e. both parents may not elect medical, dental and/or life insurance
on the children when both parents are employees of WellPoint).
WHEN COVERAGE ENDS
Your coverage under the Medical, Dental and Vision plans will end on the last
day of the month in which your employment with WellPoint ends. You may be
eligible to continue your WellPoint health coverage through COBRA (see page XX).
Employee Life, AD&D, Dependent Life, STD and LTD end on your last day of
employment with WellPoint. Other situations in which your coverage will be
terminated are listed below, along with the same kind of information on your
dependents.
All coverage will terminate at the earliest time specified below:
1. For the Medical, Dental and Vision plans, on the last day of the month
you cease to be an eligible employee (such as termination of
employment, retirement or for any other reason).
2. For Employee Life, AD&D, Dependent Life, STD and LTD plans, on the date
you cease to be an eligible employee (such as termination of
employment, retirement or for any other reason).
3. Upon discontinuation or termination of any plan, your coverage ends
when such plan ends. The plans may be canceled or changed without
notice to you.
4. Upon non-payment of any required employee contribution.
Your dependent(s) coverage will cease at the earliest time specified below:
3
<PAGE>
1. When your coverage terminates.
2. On the last day of the calendar month when your dependent(s) cease to
be eligible.
3. Upon non-payment of any required employee contribution.
4
<PAGE>
HOW FLEXPOINT WORKS
COVERAGE LEVELS
In addition to deciding which medical, dental, and vision options you want for
yourself, you may also have to decide if you want dependent coverage. You can
select coverage for:
- - Yourself only
- - Yourself PLUS one dependent (spouse or child)
- - Yourself PLUS two or more dependents (spouse and/or child/children)
THE PRETAX ADVANTAGE
With FLEXPoint, you pay your share of the cost for most of your benefits on a
pretax basis. This means your contributions will be deducted from your pay
BEFORE Social Security, Medicare, federal, state, or local income taxes are
calculated and withheld. This way, your taxable income is reduced and you pay
less taxes.
- -------------------------------------------------------------------------------
PRETAX
- Medical
- Dental
- Vision
- Flexible Spending Accounts--Health Care and Dependent Day Care
- Accidental Death and Dismemberment (AD&D)
POST-TAX
- Employee Life
- Dependent Life Insurance--Spouse and Child(ren)
- -------------------------------------------------------------------------------
5
<PAGE>
OPEN ENROLLMENT PROCEDURES FOR CURRENT WELLPOINT OFFICERS
FLEXPOINT
Your FLEXPoint elections are in effect from January 1 through December 31,
provided you remain eligible for benefits. Each year, during the Open Enrollment
period, you have the opportunity to change your coverage for the following plan
year.
FLEXPoint open enrollment will be conducted through FLEXConnect, an automated
voice response system where employees enter their benefit selections over the
telephone. For your convenience, FLEXConnect will be available 24 hours a day, 7
days a week from October 16, 1998 through November 2, 1998. Also, if necessary,
Customer Service Representatives will be available to assist you with navigating
through FLEXConnect Monday through Friday, 9 a.m. to 6 p.m. (CST). Any questions
on the various medical, dental, vision, life and/or disability plans should be
directed to the provider or to your local Human Resources Representative.
When you call FLEXConnect to make changes, you must enter your Social Security
number and the assigned Personal Identification Number (PIN). Your PIN will be
located on the Enrollment Worksheet. Using your PIN serves as both your
signature and your authorization to process benefit changes.
Before you enroll, you should give careful consideration to the benefits you
will need for the 1999 calendar year. Unless you have a qualified change in
family status or meet special enrollment requirements (see Qualified Family
Status Changes on page XX), YOU MAY NOT MAKE ANY CHANGES to your enrollment
selections.
IF YOU NEED TO MAKE CHANGES...
1. Review this FLEXPoint Enrollment Guide and select your benefit coverages.
If you have specific questions about coverages, please contact the plan
provider directly. Customer Service telephone numbers are listed in the
Medical Comparison Chart (pages XX - XX) and the Dental Comparison Chart
(page XX).
2. Complete the Enrollment Worksheet. Your 1998 elections are highlighted for
your reference.
3. Call FLEXConnect at 1-800-638-6699 to make your 1999 benefit elections from
October 16 through November 2. FLEXConnect is available 24 hours a day.
4. You will receive a Confirmation Statement along with any necessary forms at
the end of the Open Enrollment period. If you do not receive a confirmation
statement, please contact your local Human Resource Representative.
- -------------------------------------------------------------------------------
A FASTER WAY TO ENROLL - FLEXEXPRESS
FLEXExpress is a fast, easy-to-use option in the FLEXConnect system that allows
you to keep your 1998 elections in 1999. If you choose FLEXExpress when you
call, the system will prompt you to make an AD&D election (see page X) and to
enter Flexible Spending Account contribution amounts. All other benefit
elections will remain the same.
- -------------------------------------------------------------------------------
6
<PAGE>
IF YOU DO NOT CALL FLEXCONNECT
- - If you don't call FLEXConnect, you will retain your 1998 benefit coverages
(except for your Flexible Spending Account) with the associated 1999
benefit costs.
- - Additionally, if you waived life insurance coverage in 1998, you will not
receive AD&D coverage. You will receive $50,000 of AD&D insurance if you
had $50,000 in life insurance in 1998. Otherwise, you will receive one
times salary in AD&D (regardless of the amount of your life insurance).
- - You will not participate in the Health Care & Dependent Day Care Flexible
Spending Accounts. You MUST call FLEXConnect to authorize Health Care and
Dependent Day Care Spending Account deductions for 1999.
-----------------------------------------------------------
Call FLEXConnect at
1-800-638-6699
-----------------------------------------------------------
CONFIRMATION STATEMENTS
- - If you call FLEXConnect, a Confirmation Statement will be mailed to your
home during Open Enrollment. If you do not call FLEXConnect, a Confirmation
Statement will be mailed to your home at the end of the enrollment period
showing continuation of your 1998 coverages into 1999.
- - You will also receive any additional forms required, such as the Waiver of
Coverage Form, or HMO Enrollment Form for medical coverage, and the
Evidence of Insurability Form for life insurance and disability plans, with
your Confirmation Statement. For coverage to be effective by January 1,
1999, forms must be returned as soon as possible to the Benefits
department. An envelope will be provided for your convenience.
- - Check your Confirmation Statement CAREFULLY. If you need to make any
changes or corrections, call FLEXCONNECT BEFORE THE CLOSING DATE STATED ON
YOUR CONFIRMATION STATEMENT. IF CHANGES ARE MADE, YOU WILL RECEIVE A FINAL
CONFIRMATION STATEMENT. IF YOU DON'T RECEIVE A CONFIRMATION STATEMENT BY
DECEMBER 15, 1998, PLEASE CONTACT YOUR LOCAL HUMAN RESOURCE REPRESENTATIVE.
Keep your Confirmation Statement for your records.
- - No changes will be allowed after November 25, 1998.
COMPREHENSIVE NONQUALIFIED RETIREMENT PLAN
As in prior years, you will make your Comprehensive Nonqualified Retirement Plan
elections by completing the enclosed enrollment form. Telephone enrollment is
not available for the Comprehensive Nonqualified Retirement Plan.
7
<PAGE>
DEDUCTIONS AND PAY PERIODS IN 1999
There will be 26 pay periods in 1999. Your first benefit deductions for 1999
will begin with your January 8, 1999 paycheck.
QUESTIONS?
If you have any questions about your FLEXPoint options or procedures, contact
your local Human Resources Representative. If you have specific coverage
questions, please call the Customer Service numbers listed in the Medical
Comparison Chart (page XX) or the Dental Comparison Chart (page XX).
8
<PAGE>
NEW OFFICER ENROLLMENT PROCEDURES
After receiving your FLEXPoint enrollment materials, you MUST follow the
instructions included in your package. If you do not enroll within two weeks of
your effective date, you will automatically receive the default coverage
explained below.
Before you enroll, you should give careful consideration to the benefits you
will need for the 1999 calendar year. Unless you have a qualified change in
family status or meet special enrollment requirements (see Qualified Family
Status Changes on page XX), YOU MAY NOT MAKE ANY CHANGES to your enrollment
selections.
STEPS
1. Review this 1999 FLEXPoint Enrollment Guide and select your benefit
coverages. To assist you in your provider selections, HMO and PPO
Directories are available from your local Human Resources Representative.
If you have questions about medical or dental coverage, please contact the
providers directly at the Customer Service phone numbers listed in the
Medical Comparison Chart (pages XX - XX) and Dental Comparison Chart (page
XX).
2. Complete the Enrollment Worksheet.
3. Follow the instructions provided.
DEFAULT COVERAGE--IF YOU DON'T ENROLL
If you do not make your elections within the specified time period, you will be
assigned default coverage AUTOMATICALLY. Default coverage provides minimal
benefits to only you--not your dependents. With default coverage, you receive
the following benefits:
- - WellPoint Preferred PPO or WellPoint Group Medical employee only coverage
with $1,000 deductible
- - $50,000 in life insurance
- - $50,000 in accidental death and dismemberment (AD&D) insurance
- - No Flexible Spending Account participation
9
<PAGE>
FLEXPOINT BENEFITS INFORMATION
YOUR MEDICAL COVERAGE
The medical options in FLEXPoint are designed to meet the needs of individuals
with varying personal situations. Depending on where you live, you may be able
to choose WellPoint Preferred -- a preferred provider organization (PPO) -- or a
health maintenance organization (HMO). In making your choice, it's important
that you read and understand the benefits available to you -- as well as the
limitations and exclusions.
- - Consider the way you now receive--or would like to receive -- medical care,
and identify your alternatives. HMOs generally require you to pay a small
fee (copay) when you use network services and provide no benefits when you
do not. With WellPoint Preferred, you may also have to satisfy a deductible
and coinsurance. However, you may use a non-network provider if you are
willing to share more of the cost.
- - Also find out whether your current providers participate in an available
HMO or PPO. If you're enrolling in an HMO and will be a new patient with a
particular primary care physician, call the physician's office to determine
whether he/she is accepting new patients.
- -------------------------------------------------------------------------------
SPECIAL CONSIDERATIONS
If you have coverage under another group medical plan, you have the option to
waive your FLEXPoint medical coverage. If you waive medical coverage, you will
be required to sign a Waiver of Coverage form certifying coverage with another
group plan. For example, you may be covered under your spouse's plan. If so, you
can waive coverage and receive a credit that you can use toward the cost of
other benefits or receive as taxable income in your paycheck.
If you elect an HMO (for the first time), or add dependents to your HMO
coverage, you MUST SUBMIT AN HMO ENROLLMENT FORM NO LATER THAN JANUARY 1 (OR THE
EFFECTIVE DATE OF YOUR COVERAGE FOR 1999 NEW HIRES), or you will be assigned a
provider.
If you have a qualifying change in family status that allows you to change your
benefits (see page XX), you must notify your local Human Resources
Representative within 31 days of the qualifying event.
- -------------------------------------------------------------------------------
CLAIMS PROCEDURES
If you choose WellPoint Preferred PPO, keep in mind your provider will file
claims for you and your covered dependents when you receive care in-network. For
non-network providers or if you choose the WellPoint Group Plan, your provider
may use a universal claim form and mail it to the claims address on your ID
card. You can obtain a claim form by calling Customer Service at (800) 234-0111
or by downloading a claim form from MEMBER SERVICES at www.bluecrossca.com
Be sure to use a separate claim form for each patient and provider.
10
<PAGE>
MEDICAL COMPARISON CHART
The following Medical Comparison Chart has been designed to help you understand
the differences between plans. You should carefully review this information
before making your benefit selection.
Note: You continue to be responsible for all copays, even after you reach
the out-of-pocket maximum.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
WELLPOINT PREFERRED (PPO)
- --------------------------------------------------------------------------------------------------------------------
DEDUCTIBLE 1
WP250 WP500 WP1000
<S> <C> <C> <C>
INDIVIDUAL $250 $500 $1,000
FAMILY $750 $1,500 $3,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
OUT-OF-POCKET MAXIMUM 2
<TABLE>
<CAPTION>
WP250 WP500 WP1000
NON- NON- NON-
NETWORK NETWORK NETWORK NETWORK NETWORK NETWORK
<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL $2,750 $6,900 $3,000 $7,100 $3,500 $7,600
FAMILY $8,250 $20,700 $9,000 $21,300 $10,500 $22,800
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NETWORK PROVIDERS NON-NETWORK PROVIDERS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
HOSPITAL SERVICES 3
INPATIENT 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
OUTPATIENT 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
SKILLED NURSING FACILITY 80% AFTER DEDUCTIBLE; LIMITED TO 100 60% AFTER DEDUCTIBLE; LIMITED TO 100
DAYS/CALENDAR YEAR DAYS/CALENDAR YEAR
- --------------------------------------------------------------------------------------------------------------------
PROFESSIONAL SERVICES
OFFICE VISITS WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
WP 500 $15 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (NON CA) $20 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (CA) 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
WELL BABY CARE:
- OFFICE VISITS WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
WP 500 $15 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (NON CA) $20 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (CA) 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
- IMMUNIZATIONS $0 COPAY 60% AFTER DEDUCTIBLE
ANNUAL ROUTINE EXAM: WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
($300 MAXIMUM) WP 500 $15 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (NON CA) $20 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (CA) 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
WELL WOMAN EXAMS:
- OFFICE VISIT WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
WP 500 $15 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (NON CA) $20 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (CA) 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NETWORK PROVIDERS NON-NETWORK PROVIDERS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- MAMMOGRAM 100% COVERED (DOES NOT APPLY TOWARD
DEDUCTIBLE) 60% AFTER DEDUCTIBLE
- PAP SMEAR 100% COVERED (DOES NOT APPLY TOWARD
DEDUCTIBLE) 60% AFTER DEDUCTIBLE
X-RAY AND LAB TESTS 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
EMERGENCY MEDICAL SERVICES
PROFESSIONAL SERVICES 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
(AT HOSPITAL)
HOSPITAL EMERGENCY ROOM 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
MATERNITY
HOSPITAL 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
OFFICE VISITS WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
WP 500 $15 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (NON CA) $20 COPAY 60% AFTER DEDUCTIBLE
WP 1000 (CA) 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
INFERTILITY DIAGNOSTIC
PROCEDURES 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
MENTAL HEALTH CARE/ SUBSTANCE ABUSE
INPATIENT 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
(UP TO 30 DAYS PER CALENDAR YEAR)
OUTPATIENT 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
$50 MAXIMUM/VISIT $40 MAXIMUM/VISIT
(50 VISIT MAXIMUM/CALENDAR YEAR)
- --------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS SERVICES
CHIROPRACTIC WP 250 $15 COPAY 60% ($25 MAXIMUM/VISIT - AFTER
WP 500 $15 COPAY DEDUCTIBLE HAS BEEN MET)
WP 1000 (NON CA) $20 COPAY
WP 1000 (CA) 80% AFTER DEDUCTIBLE
(26 VISIT MAXIMUM/CALENDAR YEAR)
ACUPUNCTURE WP 250 $15 COPAY 60% ($25 MAXIMUM/VISIT - AFTER
WP 500 $15 COPAY DEDUCTIBLE HAS BEEN MET)
WP 1000 (NON CA) $20 COPAY
WP 1000 (CA) 80% AFTER DEDUCTIBLE
(26 VISIT MAXIMUM/CALENDAR YEAR)
PHYSICAL THERAPY/ PHYSICAL 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
MEDICINE
ALLERGY TEST WP 250 $15 COPAY 60% AFTER DEDUCTIBLE
WP 500 $15 COPAY
WP 1000 (NON CA) $20 COPAY
WP 1000 (CA) 80% AFTER DEDUCTIBLE
ALLERGY TREATMENT 80% AFTER DEDUCTIBLE 60% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
PRESCRIPTION DRUGS $10 BRAND/$5 GENERIC COPAY; 30-DAY SUPPLY
$5 MAIL ORDER COPAY; 90-DAY SUPPLY
INFERTILITY DRUGS NOT COVERED AS OF 1/1/99
- --------------------------------------------------------------------------------------------------------------------
CUSTOMER SERVICE NUMBER (800) 234-0111
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Deductible--Deductible expenses applied to the 4th quarter of the previous
year will be carried over. Copay amounts do not apply toward the deductible.
12
<PAGE>
2 Satisfying the smaller in-network coinsurance and deductible will apply
toward, but not satisfy, the larger out-of-network coinsurance and deductible,
excluding any copays. Satisfying the larger out-of-network coinsurance and
deductible will automatically satisfy the smaller in-network coinsurance and
deductible, excluding any copays.
3 Hospital Services--Pre-certification is required. You must initiate; failure
to do so will result in a $250 additional deductible for medically necessary
care and no benefits will be payable for unnecessary care.
13
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
WELLPOINT GROUP 1
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DEDUCTIBLE 2
- --------------------------------------------------------------------------------------------------------------------
INDIVIDUAL $250 $500 $1,000
FAMILY $750 $1,500 $3,000
- --------------------------------------------------------------------------------------------------------------------
OUT-OF-POCKET MAXIMUM
INDIVIDUAL $2,750 $3,000 $3,500
FAMILY $8,250 $9,000 $10,500
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
HOSPITAL SERVICES 3
INPATIENT 80% AFTER DEDUCTIBLE
OUTPATIENT 80% AFTER DEDUCTIBLE
SKILLED NURSING FACILITY 80% AFTER DEDUCTIBLE (LIMITED TO 100 DAYS/CALENDAR YEAR)
- --------------------------------------------------------------------------------------------------------------------
PROFESSIONAL SERVICES
OFFICE VISITS 80% AFTER DEDUCTIBLE
WELL BABY CARE:
- OFFICE VISITS 80% AFTER DEDUCTIBLE
- IMMUNIZATIONS 100%
ANNUAL ROUTINE EXAM: 80% AFTER DEDUCTIBLE
($300 MAXIMUM)
WELL WOMAN EXAMS:
- OFFICE VISIT 80% AFTER DEDUCTIBLE
- MAMMOGRAM 100% (DOES NOT APPLY TO DEDUCTIBLE)
- PAP SMEAR 100% (DOES NOT APPLY TO DEDUCTIBLE)
X-RAY AND LAB TESTS 80% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
EMERGENCY MEDICAL SERVICES
PROFESSIONAL SERVICES (AT HOSPITAL) 80% AFTER DEDUCTIBLE
HOSPITAL EMERGENCY ROOM 80% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
MATERNITY
HOSPITAL 80% AFTER DEDUCTIBLE
OFFICE VISITS 80% AFTER DEDUCTIBLE
INFERTILITY DIAGNOSTIC PROCEDURES 80% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
MENTAL HEALTH CARE/ SUBSTANCE ABUSE
INPATIENT 80% AFTER DEDUCTIBLE (UP TO 30 DAYS PER CALENDAR YEAR)
OUTPATIENT 80% AFTER DEDUCTIBLE
$50 MAXIMUM/VISIT
(50 VISIT MAXIMUM/CALENDAR YEAR)
- --------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS SERVICES
CHIROPRACTIC 80% AFTER DEDUCTIBLE (26 DAYS VISIT MAXIMUM/CALENDAR YEAR)
ACUPUNCTURE 80% AFTER DEDUCTIBLE (26 VISIT MAXIMUM/CALENDAR YEAR)
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
WELLPOINT GROUP 1
- --------------------------------------------------------------------------------------------------------------------
<S> <C>
PHYSICAL THERAPY/ PHYSICAL MEDICINE 80% AFTER DEDUCTIBLE
ALLERGY TEST 80% AFTER DEDUCTIBLE
ALLERGY TREATMENT 80% AFTER DEDUCTIBLE
- --------------------------------------------------------------------------------------------------------------------
PRESCRIPTION DRUGS $10 BRAND/$5 GENERIC COPAY; 30-DAY SUPPLY
$5 MAIL ORDER COPAY; 90-DAY SUPPLY
- --------------------------------------------------------------------------------------------------------------------
CUSTOMER SERVICE NUMBER (800) 234-0111
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
1 This plan is for employees who live in an area where neither a PPO network
nor an HMO network is available.
2 The deductible is included in the out-of-pocket maximum.
3 Hospital Services--Pre-certification is required. You must initiate;
failure to do so will result in a $250 additional deductible for
medically necessary care and no benefits will be payable for
unnecessary care.
15
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
CALIFORNIACARE HMO BLUE CHOICE HEALTHCARE (GA) HMO ILLINOIS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DEDUCTIBLE
INDIVIDUAL THERE IS NO DEDUCTIBLE; SOME THERE IS NO DEDUCTIBLE; SOME THERE IS NO DEDUCTIBLE; SOME
SERVICES REQUIRE COPAY SERVICES REQUIRE COPAY SERVICES REQUIRE COPAY
FAMILY
- --------------------------------------------------------------------------------------------------------------------------
OUT OF POCKET MAXIMUM
INDIVIDUAL $1,500 NONE NONE
FAMILY $3,000 (2 FAMILY MEMBERS) NONE NONE
$4,500 (3 OR MORE FAMILY
MEMBERS)
- --------------------------------------------------------------------------------------------------------------------------
HOSPITAL SERVICES
INPATIENT NO CHARGE NO CHARGE NO CHARGE
OUTPATIENT NO CHARGE NO CHARGE NO CHARGE
SKILLED NURSING FACILITY NO CHARGE (UP TO 100 DAYS NO CHARGE (UP TO 30 DAYS NO CHARGE
PER YEAR) PER YEAR)
- --------------------------------------------------------------------------------------------------------------------------
PROFESSIONAL SERVICES
OFFICE VISITS $10 COPAY $10 COPAY $10 COPAY
WELL BABY CARE:
- OFFICE VISITS $10 COPAY $10 COPAY $10 COPAY
- IMMUNIZATIONS NO CHARGE $10 COPAY $10 COPAY
ANNUAL ROUTINE EXAM: $10 COPAY $10 COPAY $10 COPAY
WELL WOMAN EXAMS:
- OFFICE VISIT $10 COPAY $10 COPAY $10 COPAY
- MAMMOGRAM $10 COPAY $10 COPAY $10 COPAY
- PAP SMEAR $10 COPAY $10 COPAY $10 COPAY
X-RAY AND LAB TESTS NO CHARGE NO CHARGE NO CHARGE
- --------------------------------------------------------------------------------------------------------------------------
EMERGENCY MEDICAL SERVICES
PROFESSIONAL SERVICES NO CHARGE NO CHARGE NO CHARGE
(AT HOSPITAL)
HOSPITAL EMERGENCY ROOM $50 COPAY, WAIVED IF $50 COPAY, WAIVED IF $25 copay (no charge for
ADMITTED ADMITTED services received beyond 30
miles of your participating
Medical Group)
- --------------------------------------------------------------------------------------------------------------------------
MATERNITY
HOSPITAL NO CHARGE NO CHARGE NO CHARGE
OFFICE VISITS $10 COPAY $10 COPAY (FIRST VISIT ONLY) $10 COPAY
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
CALIFORNIACARE HMO BLUE CHOICE HEALTHCARE (GA) HMO ILLINOIS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INFERTILITY DIAGNOSTIC 50% (copay will not be $10 COPAY (ARTIFICIAL $10 COPAY (SOME LIMITATIONS
PROCEDURES applied to out of pocket INSEMINATION AND IN-VITRO AND EXCLUSIONS APPLY)
maximum) FERTILIZATION ARE EXCLUDED)
- --------------------------------------------------------------------------------------------------------------------------
MENTAL HEALTH CARE/ SUBSTANCE ABUSE
INPATIENT $100/DAY COPAY, UP TO 30 NO CHARGE NO CHARGE, UP TO 20 DAYS
DAYS PER YEAR (COPAY WILL PER YEAR
NOT BE APPLIED TO
OUT-OF-POCKET MAXIMUM)
OUTPATIENT $35 COPAY, UP TO 20 VISITS $25 COPAY, UP TO 20 VISITS $20 COPAY, UP TO 20 VISITS
PER YEAR, WHEN ORDERED BY PER YEAR PER YEAR
PCP (PSYCHOANALYSIS EXCLUDED)
- --------------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS SERVICES
CHIROPRACTIC $10 COPAY, WHEN APPROVED NOT COVERED COVERED IF REFERRED BY PCP.
BY PCP
ACUPUNCTURE $10 COPAY, WHEN APPROVED NOT COVERED NOT COVERED
BY PCP
PHYSICAL THERAPY/PHYSICAL $10 COPAY, UP TO 60 VISITS $10 COPAY, UP TO 20 VISITS NO CHARGE, UP TO 60 VISITS
MEDICINE PER YEAR PER YEAR PER YEAR
ALLERGY TEST $10 COPAY $10 COPAY $10 COPAY
ALLERGY TREATMENT $10 COPAY $10 COPAY NO CHARGE
- --------------------------------------------------------------------------------------------------------------------------
PRESCRIPTION DRUGS $10 BRAND/$5 GENERIC COPAY; $15 BRAND/$5 GENERIC COPAY; $10 BRAND/$5 GENERIC COPAY
30-DAY SUPPLY 30-DAY SUPPLY $5 MAIL-ORDER COPAY
$5 MAIL ORDER COPAY; $10 MAIL ORDER COPAY;
90-DAY SUPPLY 90-DAY SUPPLY
- --------------------------------------------------------------------------------------------------------------------------
CUSTOMER SERVICE NUMBER (800) 234-0111 (800) 634-6642 (800) 772-6897
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
HMO BLUE (MA) BLUE CARE NETWORK OF S.E. UNICARE OF TEXAS HEALTH
MICHIGAN PLAN, INC.
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DEDUCTIBLE
INDIVIDUAL THERE IS NO DEDUCTIBLE; SOME THERE IS NO DEDUCTIBLE; SOME THERE IS NO DEDUCTIBLE; SOME
SERVICES REQUIRE COPAY SERVICES REQUIRE COPAY SERVICES REQUIRE COPAY
FAMILY
- -------------------------------------------------------------------------------------------------------------------------
OUT-OF-POCKET MAXIMUM
INDIVIDUAL NONE NONE $ 500
FAMILY NONE NONE $1,500
- -------------------------------------------------------------------------------------------------------------------------
HOSPITAL SERVICES
INPATIENT NO CHARGE NO CHARGE NO CHARGE
OUTPATIENT NO CHARGE NO CHARGE NO CHARGE
SKILLED NURSING FACILITY NO CHARGE (UP TO 100 DAYS NO CHARGE (UP TO 45 DAYS NO CHARGE
PER YEAR) PER YEAR)
- -------------------------------------------------------------------------------------------------------------------------
PROFESSIONAL SERVICES
OFFICE VISITS $10 COPAY $10 COPAY $10 COPAY
(ROUTINE AND NON- ROUTINE
EXAMS FOR ALL AGES,
INCLUDING WELL-BABY CARE)
WELL BABY CARE:
- OFFICE VISITS $10 COPAY $10 COPAY $10 COPAY
- IMMUNIZATIONS NO CHARGE $10 COPAY $10 COPAY
ANNUAL ROUTINE EXAM: $10 COPAY $10 COPAY $10 COPAY
($300 MAXIMUM)
WELL WOMAN EXAMS:
- OFFICE VISIT $10 COPAY NO CHARGE (OFFICE VISIT $10 COPAY
COPAY MAY APPLY)
- MAMMOGRAM $10 COPAY NO CHARGE (OFFICE VISIT NO CHARGE (OFFICE VISIT
COPAY MAY APPLY) COPAY MAY APPLY)
- PAP SMEAR $10 COPAY NO CHARGE (OFFICE VISIT NO CHARGE (OFFICE VISIT
COPAY MAY APPLY) COPAY MAY APPLY)
X-RAY AND LAB TESTS NO CHARGE NO CHARGE (OFFICE VISIT NO CHARGE
COPAY MAY APPLY)
- -------------------------------------------------------------------------------------------------------------------------
EMERGENCY MEDICAL SERVICES
PROFESSIONAL SERVICES NO CHARGE NO CHARGE NO CHARGE
(AT HOSPITAL)
HOSPITAL EMERGENCY $25 COPAY, WAIVED IF $25 COPAY $25 COPAY, WAIVED IF
ROOM ADMITTED ADMITTED
- --------------------------------------------------------------------------------------------------------------------------
MATERNITY
HOSPITAL NO CHARGE NO CHARGE NO CHARGE
OFFICE VISITS $10 COPAY $10 COPAY $10 COPAY
INFERTILITY DIAGNOSTIC $10 PER VISIT 50% COPAY 50% COPAY
PROCEDURES
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
HMO BLUE (MA) BLUE CARE NETWORK OF UNICARE OF TEXAS HEALTH
S.E. MICHIGAN PLAN, INC.
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MENTAL HEALTH CARE/
SUBSTANCE ABUSE
INPATIENT NO CHARGE, UP TO 60 DAYS PER NO CHARGE, UP TO 30 No charge, up to 45 days per
YEAR FOR DAYS PER year for serious illness and
MENTAL HEALTH CARE YEAR FOR MENTAL HEALTH CARE up to 30 days per year for
AND UP TO 30 DAYS AND 50% COPAY FOR non-serious illness
PER YEAR FOR SUBSTANCE ABUSE DETOXIFICATION
OUTPATIENT 20 VISITS PER YEAR ($10 50% COPAY, UP TO 20 VISITS $20 copay, up to 60 visits
COPAY FOR VISITS 1-10; $15 PER YEAR per year for serious illness
COPAY FOR VISITS 11-20) and up to 30 visits per year
for non-serious illness
- --------------------------------------------------------------------------------------------------------------------------
MISCELLANEOUS SERVICES
CHIROPRACTIC NOT COVERED COVERED WHEN REFERRED BY PCP $10 COPAY, UP TO 20 VISITS
PER YEAR
ACUPUNCTURE NOT COVERED NOT COVERED $10 COPAY
PHYSICAL THERAPY/ PHYSICAL $10 COPAY $5 COPAY, UP TO 60 DAYS NO CHARGE
MEDICINE
ALLERGY TEST $10 COPAY 50% COPAY FOR TESTING $10 COPAY
ALLERGY TREATMENT NO CHARGE $5 COPAY FOR INJECTIONS $10 COPAY
(OFFICE VISIT COPAY MAY
APPLY)
- --------------------------------------------------------------------------------------------------------------------------
PRESCRIPTION DRUGS $5 BRAND/GENERIC (AT BLUE $5 COPAY $10 BRAND/$5 GENERIC COPAY -
CROSS AND BLUE SHIELD HEALTH 30-DAY SUPPLY
CENTER PHARMACIES) - 30-DAY $5 MAIL ORDER COPAY - 90-DAY
SUPPLY SUPPLY
$10 BRAND/$5 GENERIC COPAY
(AT HMO BLUE-PARTICIPATING
PHARMACIES) - 30-DAY SUPPLY
$5 MAIL ORDER COPAY - 90-DAY
SUPPLY
- --------------------------------------------------------------------------------------------------------------------------
CUSTOMER SERVICE NUMBER (800) 588-5509 (800) 662-6667 (888) 670-2273
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
- -------------------------------------------------------------------------------
PRE-CERTIFICATION
If you're covered under WellPoint Preferred PPO or the WellPoint Group
Medical Plan and need to receive care from a hospital (inpatient only),
ambulatory surgical center (outpatient only), or a chemical dependency
rehabilitation facility, you must obtain a pre-certification. This ensures
you obtain the maximum benefits available under the Plan.
You must call for a pre-certification THREE DAYS BEFORE YOUR SCHEDULED
ADMISSION OR CARE. For an emergency admission, you must call within 48 hours
after the start of the confinement. To obtain a pre-certification, call the
toll-free phone number listed on your ID card. If treatment will be provided
by a network physician, your physician may make the call for you, but you are
responsible if this call does not occur.
NOTES:
- - IF A PRE-CERTIFICATION IS NOT OBTAINED, AN ADDITIONAL DEDUCTIBLE OF $250
WILL APPLY.
- - THE PLAN WILL NOT COVER SERVICES THAT ARE NOT DEEMED MEDICALLY
NECESSARY.
- -------------------------------------------------------------------------------
REASONABLE AND CUSTOMARY CHARGES
The term "Reasonable and Customary" applies to the WellPoint Preferred PPO
and WellPoint Group Plans. If you are covered by an HMO, please contact the
HMO directly for its definition of reasonable and customary.
At the time of service, the Claims Administrator determines whether or not
the charges are reasonable and customary. Because of the changing nature of
medicine, the definition of reasonable and customary charges may change over
time.
Keep in mind, with WellPoint Preferred PPO, you have the choice of receiving
care from network providers, who accept lower negotiated rates, or from
non-network providers.
MEDICALLY NECESSARY
The WellPoint Preferred PPO and WellPoint Group Plans cover expenses that are
deemed "medical necessary." Medically necessary services or supplies must
meet certain requirements established by the Claims Administrator. The fact
that a doctor may prescribe, order, recommend or approve a service or supply
does not, of itself, make it "medically necessary" or make the charge a
covered expense even if it has not been listed as an exclusion.
20
<PAGE>
ADDITIONAL INFORMATION ABOUT HMO COVERAGE
(Does not include Unicare of Texas Health Plan, Inc.)
COVERAGE WHEN TRAVELING
As a member of a Blue Cross HMO, you and your enrolled dependents become
members of HMO Blue USA, the largest HMO network in the country.
A special feature of HMO Blue USA is the Away From Home Care benefits. These
benefits cover urgent care, those not so serious illnesses that still need
medical attention, for you and your enrolled family members when traveling
outside your HMO service area.
To access Away From Home Care, call the HMO Blue USA Customer Service
representative at the toll-free HMO Blue USA number printed on your ID card.
COVERAGE FOR TEMPORARY RESIDENCY OUTSIDE CALIFORNIA
You can maintain your HMO benefits even when temporarily residing outside
California with Guest Membership. It's available to long-term travelers for
out-of-state work assignments, students and other enrolled family members who
will be living away from home for three to six months.
To apply for Guest Membership, call Blue Cross HMO Customer Service to
discuss your changing circumstances. If a participating HMO is available, you
or your dependent will become a guest member of that HMO.
ADDITIONAL INFORMATION ABOUT ALL FLEXPOINT MEDICAL OPTIONS
COORDINATION OF BENEFITS
If you have more than one group medical plan, combined payments for both
programs will be provided up to but not in excess of 100% of charges for
actual covered services.
BINDING ARBITRATION
Any dispute between you and the Claims Administrator will be resolved by
binding arbitration and not by lawsuit or resort to court process, except as
applicable state laws provide for judicial review of arbitration proceedings.
21
<PAGE>
MEDCALL
MedCall is a 24-hour, 7 days-a-week telephone line that provides you and your
dependents with access to specially-trained nurse counselors. There is no
cost to you for this service and it is available to all employees. The
MedCall nurse counselors can offer the following:
- - Assistance in determining if you need to see a doctor and what level of
care would be the most appropriate (i.e. hospital vs. urgent care
facility)
- - Information on various health conditions and diagnoses
- - Information on medical procedures
- - Information about various support groups
- - Information on medications, including possible side effects
- - Coaching on what questions to ask your provider
The toll-free telephone number for MedCall is (888) 629-4000.
QUESTIONS?
If you have specific benefit questions you may call the Customer Service number
listed in the Medical Comparison Chart.
Your local Human Resource Representative can provide you with HMO or PPO
directories.
22
<PAGE>
YOUR DENTAL COVERAGE
FLEXPoint gives you a choice of dental options. In making your choice,
consider how much you can afford to pay out of your own pocket toward dental
expenses. Also, are there any procedures you know you or a family member will
need in the upcoming year? Is orthodontic coverage necessary?
IF YOU LIVE IN CALIFORNIA...
You may choose either the Dental Net or Prudent Buyer Dental Plan. You may also
have the option to waive dental coverage.
DENTAL NET PLAN
If you elect this option, you receive care at negotiated rates. There are no
deductibles or annual maximums except if you visit a Dental Net pediatric
dentist. Orthodontic coverage is available.
When you enroll in Dental Net, you and each covered dependent must select
your own participating dental office. If you do not use a Dental Net
provider, your dental services will not be covered. Dental Net provider
directories are available from your local Human Resources Department. The
first time you need care, let your dentist know that you're a member of
Dental Net.
PRUDENT BUYER DENTAL PLAN
This option gives you the opportunity to use the dental provider of your
choice at any time, either within a network of dental providers who agree to
provide services at negotiated rates or from any licensed dental provider.
Each time you need care, you decide whether to receive it from a network or
non-network provider.
You and each covered dependent can select your own participating provider
from the Prudent Buyer Dental provider directory. This selection can be made
at the time services are needed. You may pay more when you choose to receive
care from a non-participating provider.
If you use a network provider, the maximum covered expense is the negotiated
rate. Participating dentists will not charge you more than the negotiated
rate. For non-network providers, the maximum covered expense is the
reasonable and customary (R&C) charge. You will be responsible for any billed
charge that exceeds R&C.
IF YOU LIVE OUTSIDE OF CALIFORNIA...
You can choose the Basic or Major Dental Plan. These plans provide you with
the freedom of choice to select virtually any licensed dentist, but if you
choose a PPO participating dentist, you take advantage of negotiated
discounts. If you use a dentist who does not participate in the National PPO
plan network, you may pay more for dental care. For non-network providers,
the maximum covered expense is the reasonable and customary (R&C) charge. You
will be responsible for any billed charges that exceed R&C. If you use a
network provider, the maximum covered expense is the negotiated rate. Network
providers will not bill you more than the negotiated rate. You also have the
option to waive dental coverage.
CLAIMS PROCEDURES
IF YOU USE A DENTAL NET, PRUDENT BUYER DENTAL OR PPO NETWORK PROVIDER, your
provider will file claims for you and your covered dependents.
23
<PAGE>
IF YOU USE A NON-NETWORK PROVIDER, you may be required to complete a claim
form and mail it to P.O. Box 9066, Oxnard, California 93031-9066.
QUESTIONS?
If you have specific benefit questions you may call the Customer Service
number listed in the Dental Comparison Chart.
Your local Human Resource Representative can provide you with Dental Net or
PPO directories.
24
<PAGE>
DENTAL COMPARISON CHART
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
DENTAL PLAN BENEFITS
- ------------------------- ------------------------------------------------ -----------------------------------------------
IN CALIFORNIA OUTSIDE CALIFORNIA
DENTAL NET PRUDENT BUYER 1 BASIC PLAN 1 MAJOR PLAN 1
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
<S> <C> <C> <C> <C>
Annual Deductible NONE $50/INDIVIDUAL $50/INDIVIDUAL $50/INDIVIDUAL
$150/FAMILY $150/FAMILY $150/FAMILY
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Annual Maximum $500/CHILD FOR $1,500/INDIVIDUAL $1,000/INDIVIDUAL $1,500/INDIVIDUAL
PEDIATRIC DENTIST ONLY
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Diagnostic/ 100% 100% 100% 100%
Preventive Care
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Oral Surgery 100% 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Restorative Care 100% 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Extractions 100% 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Surgical Extractions $25-$50 COPAY 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Endodontic Care $60-$100 COPAY 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE 80% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Periodontics $9-$120 COPAY 50% AFTER DEDUCTIBLE NOT COVERED 50% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Crowns $85-$120 COPAY 50% AFTER DEDUCTIBLE NOT COVERED 50% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Bridges $120 COPAY 50% AFTER DEDUCTIBLE NOT COVERED 50% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Partial Dentures $160 COPAY 50% AFTER DEDUCTIBLE NOT COVERED 50% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Complete Dentures $140 COPAY 50% AFTER DEDUCTIBLE NOT COVERED 50% AFTER DEDUCTIBLE
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Orthodontia $1,850 COPAY FOR NOT COVERED NOT COVERED 50% WITH A $1,000
ADULTS (AGE 18+) OR LIFETIME
$1,450 FOR CHILDREN; BENEFIT/INDIVIDUAL
TREATMENT LIMITED TO
24 MONTHS 2
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
Customer Service (800) 627-0004 (800) 627-0004 (800 627-0004 (800) 627-0004
- ------------------------- ----------------------- ------------------------ ----------------------- -----------------------
</TABLE>
NOTE: COVERED EXPENSES ARE PAID BASED ON REASONABLE AND CUSTOMARY CHARGES.
CHARGES IN EXCESS OF REASONABLE & CUSTOMARY ARE YOUR RESPONSIBILITY.
1 If your dental provider anticipates the expense for any course of treatment
to exceed $350, you should submit a benefit estimation form before treatment
begins. This excludes Dental Net.
2 You must obtain a written referral from Dental Net Customer Service before
receiving treatment.
25
<PAGE>
YOUR VISION COVERAGE
If you elect vision coverage through Vision Service Plan (VSP), you have a
choice of network or non-network providers each time you need eye care or
products. Vision coverage is optional. In making your election, think about
how much you can afford to pay out of pocket for vision expenses in the
coming year. Also consider whether you or a family member will need
eyeglasses or contacts in the coming year.
Keep in mind that VSP is designed to cover medically necessary eye care. As a
result, there is an extra charge for the following:
- - Blended lenses
- - Oversize lenses
- - Photochromatic or tinted lenses
- - Frames that exceed the Plan allowance
CLAIMS PROCEDURES
- - If you use a VSP provider, he/she will file claims for you and your covered
dependents.
- - If you use non-VSP providers, you will need to file a claim with VSP to
receive your benefits and you will be responsible for paying any charges
above the limits shown in the chart below.
To obtain a list of VSP providers in your area, call 800-622-7444 or visit
www.vsp.com.
YOUR VISION BENEFITS AT A GLANCE
<TABLE>
<CAPTION>
- ------------------------------------- -------------------------------------- ----------------------------------------
VSP PROVIDERS NON-VSP PROVIDERS
- ------------------------------------- -------------------------------------- ----------------------------------------
YOUR ANNUAL COPAYMENT $25 $25
- ------------------------------------- -------------------------------------- ----------------------------------------
<S> <C> <C>
WHAT THE PLAN PAYS
EYE EXAMINATIONS 100% $40
(ONCE EVERY 12 MONTHS)
LENSES (ONCE EVERY 12 MONTHS)
SINGLE 100% $40
BIFOCAL 100% $60
TRIFOCAL 100% $80
LENTICULAR 100% $125
FRAMES (ONCE EVERY 24 MONTHS) 100% $45
CONTACTS (INCLUDING DISPOSABLES)
IF MEDICALLY NECESSARY UP TO $210, IN LIEU OF OTHER UP TO $210, IN LIEU OF OTHER
BENEFITS BENEFITS
IF ELECTIVE UP TO $105, IN LIEU OF OTHER UP TO $105, IN LIEU OF OTHER
BENEFITS BENEFITS
- ------------------------------------- -------------------------------------- ----------------------------------------
</TABLE>
QUESTIONS?
If you have any questions about VSP, please contact VSP directly.
26
<PAGE>
YOUR LIFE INSURANCE COVERAGE
As an Officer of WellPoint, you receive life insurance under the Group
Universal Life policy (see FLEXExec on page XX). You should consider your
level of FLEXPoint life insurance coverage in light of the Group Universal
Life coverage you receive as an Officer.
BENEFITS ARE BASED ON YOUR BENEFIT SALARY, WHICH IS YOUR ANNUAL BASE PAY AS
OF SEPTEMBER 1, 1998 PLUS COMMISSIONS OR SALES INCENTIVES PAID FROM SEPTEMBER
1, 1997 THROUGH AUGUST 31, 1998. FOR EMPLOYEES HIRED ON OR AFTER SEPTEMBER 1,
1998, YOUR BENEFIT SALARY IS YOUR ANNUAL BASE PAY EXCLUDING ANY COMMISSIONS.
YOUR BENEFIT SALARY DOES NOT CHANGE MID-YEAR WITH SALARY INCREASES. IT WILL
BE RECALCULATED ON SEPTEMBER 1, 1999 WITH AN EFFECTIVE DATE OF JANUARY 1,
2000.
Life insurance benefits are rounded to the next higher multiple of $1,000
unless your salary is an even multiple of $1,000. For example, if your
benefit salary was $29,300 and you elected one times your benefit salary,
your coverage would be rounded up to $30,000. The MAXIMUM amount of your
coverage cannot exceed $1,000,000.
Your benefit is reduced when you reach age 70 and again at age 75. If you
become totally disabled prior to age 60, no premium payments will be required
during this period of disability.
You can choose between the following life insurance options:
- - $50,000
- - 1 times your benefit salary (WELLPOINT PROVIDES THIS LEVEL OF COVERAGE AT
NO COST TO YOU.)
- - 2 times your benefit salary
- - 3 times your benefit salary
- - 4 times your benefit salary
- - Waive coverage
Life insurance coverage is offered when you first become eligible without an
Evidence of Insurability form. Changes made after you become eligible may
require an Evidence of Insurability form and are subject to approval by the
Claims Administrator.
Life insurance greater than one times your benefit salary can only be
purchased on an after-tax basis.
Life insurance coverage is a fully insured plan administered by Blue Cross
Life & Health Insurance Company.
27
<PAGE>
If, during open enrollment, you select a life insurance option that is two
levels greater than your existing coverage, you will need to provide an
Evidence of Insurability form. When approved, your increase in coverage and
deductions will take effect on January 1, 1999 or the first of the month
after insurance company approval is received, whichever is later.
If your request is denied, your 1998 level of coverage will remain in effect
for 1999 with the corresponding 1999 cost.
IMPUTED INCOME
The IRS Code states that employee life insurance benefits in excess of
$50,000 and dependent life insurance may result in taxable income to the
employee. This is known as "imputed income." Imputed income must be reported
on your W-2 and is included as earnings in your paycheck. Imputed income is
subject to federal, state and FICA taxes.
QUESTIONS?
If you have any questions about your life insurance, contact your local Human
Resources Representative.
28
<PAGE>
YOUR ACCIDENTAL DEATH
AND DISMEMBERMENT (AD&D) COVERAGE
Accidental death and dismemberment (AD&D) coverage protects you if you die or
are dismembered as the result of an accident. The plan does not pay benefits
if you die from natural causes. This benefit is designed to supplement your
life insurance coverage and is a separate election. AD&D coverage is not
available for dependents. AD&D coverage is a fully insured plan administered
by Continental Casualty Company (CNA).
You can choose from the following options:
- - $50,000
- - 1 times your benefit salary (WELLPOINT PROVIDES THIS LEVEL OF COVERAGE AT
NO COST TO YOU.)
- - 2 times your benefit salary
- - 3 times your benefit salary
- - 4 times your benefit salary
- - Waive coverage
The maximum amount of coverage cannot exceed $1,000,000. You do not need to
submit an Evidence of Insurability form.
The AD&D plan pays the full benefit amount to your beneficiary if you die in
an accident. Your beneficiary will be the same as listed on your life
insurance beneficiary form. The plan pays the full amount or a percentage of
the full amount if you suffer a dismemberment as the result of an accident.
The percentages vary by the seriousness of the injury -- refer to the
Certificate of Insurance.
QUESTIONS?
If you have any questions about your Accidental Death & Dismemberment
coverage or need a Certificate of Insurance, contact your local Human
Resources Representative.
29
<PAGE>
YOUR DEPENDENT LIFE INSURANCE COVERAGE
Dependent life insurance enables you to insure the lives of your spouse and
eligible dependent child(ren).
If, during open enrollment, you add or increase your dependents' coverage, your
dependents must complete an Evidence of Insurability form. When approved, the
increase in coverage and deductions will take effect on January 1 or the first
of the month after insurance company approval is received, whichever is later.
If your request is denied, the current level of coverage will remain in effect
for 1999 with the corresponding 1999 costs.
SPOUSE LIFE INSURANCE
Spouse life insurance is based on your benefit salary, and the cost is based on
your age as of January 1, 1999. Benefits are paid directly to you. This coverage
cannot exceed the lesser of 50% of your life insurance amount or $125,000.
Coverage will be reduced when your life insurance is reduced ae at age 70 and
again at 75.
Spouse life insurance benefits are rounded down to a multiple of $1,000 (unless
you elect one times your salary and your salary is an even multiple of $1,000).
For example, if your benefit salary was $29,300 and you elected spouse life of
one times your benefit salary, your spouse's coverage would be rounded down to
$29,000.
You may choose from the following options for spouse life insurance:
- - $5,000
- - 50% of your benefit salary
- - 1 times your benefit salary
- - Waive coverage
CHILD LIFE INSURANCE
You have the following options for child life insurance, or you can waive
coverage:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
FOR EACH DEPENDENT CHILD OPTION 1 OPTION 2 OPTION 3
(1 UNIT) (2 UNITS) (5 UNITS)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BIRTH TO AGE 14 DAYS $ 500 $ 1,000 $ 2,500
14 DAYS TO SIX MONTHS OF AGE $2,500 $ 5,000 $12,500
6 MONTHS THROUGH AGE 18 YEARS OF AGE (24 IF FULL-TIME STUDENT) $5,000 $10,000 $25,000
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
As with spouse life insurance, benefits are paid to you, and this coverage
cannot exceed 50% of your life insurance amount. All of your eligible children
are covered if you choose this benefit.
QUESTIONS?
If you have any questions about Dependent Life Insurance coverage, contact your
local Human Resources Representative.
30
<PAGE>
YOUR FLEXIBLE SPENDING ACCOUNTS
Flexible Spending Accounts provide an opportunity for you to save money on your
out-of-pocket health care or dependent day care expenses throughout the year.
You are not taxed on the money you contribute, nor on the reimbursements you
receive.
- -------------------------------------------------------------------------------
For most employees who elect flexible spending accounts, the tax savings are as
much as 35 cents on the dollar--28 cents in federal income tax, 7.65 cents in
Social Security and Medicare taxes, plus any applicable state or local income
tax.
- -------------------------------------------------------------------------------
HOW FLEXIBLE SPENDING ACCOUNTS WORK
You elect to have a certain amount of money deducted from your biweekly paycheck
on a pretax basis. When you have an eligible expense, you file a claim and are
reimbursed without paying taxes on this amount.
The full annual amount you elect to defer under the Health Care Spending Account
is available on the effective date of your coverage. So, if you elect $1,000 for
the year and have an eligible expense of $900 in January, you will be reimbursed
the full $900 even though you have only accumulated $38.46 thus far.
Contributions, however, will continue to be deducted for the remainder of the
year. Under the Dependent Day Care Spending Account, however, you can only be
reimbursed for the amount actually in your account at the time you submit the
claim.
YOUR HEALTH CARE SPENDING ACCOUNT
If you choose to participate, you decide how much to deposit in the Health Care
Spending Account to pay for expenses for you and your dependents not covered by
your medical, dental, and vision plans. IRS publication 502 can be used as a
guide for eligible health care expenses.
Health plan deductibles and copayments, mileage and parking expenses while
you're receiving health care, and contact lens solution are normally not
reimbursed by your insurance plan. But they are eligible for reimbursement under
a Health Care Spending Account.
Some additional examples of eligible expenses are:
- - Uninsured medical, dental, vision, and prescription drug expenses and
copays
- - Chiropractor expenses
- - Hearing aids and batteries
- - Mental health expenses
- - Prescription glasses and sunglasses
- - Orthodontia expenses
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<PAGE>
If you terminate employment, you have until March 31, 2000 in which to file
Health Care Spending Account claims. The claims must be for expenses incurred on
or before your termination with WellPoint.
HOW MUCH CAN I ELECT?
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
MINIMUM MAXIMUM
PAY PERIOD ANNUALLY PAY PERIOD ANNUALLY
<S> <C> <C> <C> <C>
HEALTH CARE ACCOUNT $10 $260 $115.39 $3,000
- -------------------------------------------------------------------------------------------------------------
DEPENDENT DAY CARE ACCOUNT1 $10 $260 $192.31 $5,000
- -------------------------------------------------------------------------------------------------------------
</TABLE>
1 Married employees filing a SEPARATE tax return can only elect $2,500 per
year. Married employees filing a JOINT return have a combined maximum of
$5,000 per year from all available plans.
FOR PURPOSES OF THIS SECTION, "DEDUCTIONS" ARE SALARY REDUCTIONS USED TO PAY AN
EQUIVALENT AMOUNT OF YOUR ELIGIBLE HEALTH CARE AND/OR DEPENDENT CARE EXPENSES.
ADDITIONALLY, ALTHOUGH THIS SECTION REFERS TO "YOUR ACCOUNTS," ALL THE
DEDUCTIONS ARE HELD AS PART OF THE GENERAL ASSETS OF THE COMPANY.
You can participate in the Health Care Spending Account even if you waive
medical coverage. Once you enroll in a spending account, you cannot change your
election or contributions for the remainder of that calendar year. The only
exception is if you have a qualified change in family status (such as the birth
of a child). Refer to the Qualified Family Status Change section of this 1999
FLEXPoint Enrollment Guide for more details.
As you consider participating in the Health Care Spending Account, think about
the following:
- - Do you anticipate any expenses not covered by your (or your spouse's)
medical, dental, or vision care plans?
- - Do you anticipate any large out-of-pocket expenses such as orthodontics,
crowns, hearing aids, or the birth of a baby? Do you need eyeglasses,
contact lenses, and/or prescription sunglasses?
YOUR DEPENDENT DAY CARE SPENDING ACCOUNT
You can participate in this account if you need dependent day care services to
enable you to work or, if you are married, for both you and your spouse to work.
A dependent must be under age 13 or a spouse, child or parent that is physically
or mentally incapable of caring for himself or herself and spends at least eight
hours per day in your home.
If your spouse does not work, your dependent day care expenses may be
reimbursable if your spouse is a full-time student or physically or mentally
unable to provide care for himself or herself.
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<PAGE>
In general, any expense that qualifies for the Federal Dependent Care Tax Credit
may be reimbursed. For more information, see IRS publication 503. When filing
your dependent day care claims, you will need to submit the Tax Payer
Identification Number or Social Security Number of the person or entity who
provides care.
This account is for reimbursement of child/elder care expenses. IT DOES NOT
PROVIDE REIMBURSEMENT FOR MEDICAL EXPENSES OF A SPOUSE OR DEPENDENT (SEE "YOUR
HEALTH CARE SPENDING ACCOUNT" ABOVE).
NOTE: According to IRS regulations, highly compensated employees may be subject
to federal guideline limitations. You will be notified if you are affected by
this restriction.
As you consider participating in the Dependent Day Care Spending Account, think
about the following:
- - Will you incur expenses from a licensed day care center or nursery school?
- - Will your child(ren) be going to an eligible daytime summer camp or
before-school or after-school activities?
- - Would you save more money from the Federal Dependent Care Tax Credit? You
cannot participate in a Dependent Day Care Spending Account and file for a
Federal Dependent Care Tax Credit.
- - Do you have an aging dependent parent who may require care?
- -------------------------------------------------------------------------------
"USE IT OR LOSE IT" RULE
Under this rule, you must use the money in your health care and/or dependent day
care account for eligible expenses you incur during the year in which the
contributions are made.
YOU HAVE UNTIL MARCH 31 OF THE FOLLOWING YEAR TO REQUEST YOUR REIMBURSEMENT. If
you terminate during the year, you can request money in your Dependent Day Care
Account after you terminate if you incur an eligible expense any time DURING THE
CALENDAR YEAR, UP TO THE AMOUNT YOU HAVE WITHHELD FROM YOUR PAYCHECK. Under the
Health Care Account, if you terminate, you can only request money for expenses
incurred through your TERMINATION DATE. See the COBRA section for continuing
contributions.
If you have any money left in your Flexible Spending Accounts at the end of the
year, the IRS requires it to be forfeited. Any forfeited amounts are applied to
the administration of the Flexible Spending Accounts.
- -------------------------------------------------------------------------------
33
<PAGE>
HOW TO FILE A CLAIM
HEALTH CARE SPENDING ACCOUNT
If you are covered under the WellPoint Preferred PPO or WellPoint Group medical
plan, or Prudent Buyer, Major or Basic dental plans, expenses which are only
partially covered by your plan(s) are AUTOMATICALLY processed under your Health
Care Flexible Spending Account.
You must submit an FSA claim form for unreimbursed expenses if you do not elect
medical and/or dental coverage from WellPoint and for unreimbursed expenses from
an HMO or VSP.
DEPENDENT DAY CARE ACCOUNT
To obtain reimbursement for qualifying dependent day care expenses, you need to
complete and file an FSA claim form.
CLAIM FORM
After you enroll, claim forms will be mailed to you. However, if you wish, you
may obtain a claim form by calling (888) 209-7976 or, if you have access to TAO,
you may print a copy from the TAO FSA bulletin board.
Mail claims to: UniAccount
P.O. Box 4381
Woodland Hills, CA 91365-4381
Reimbursements are mailed to your home within 7 - 10 business days after your
claim (and all the necessary paperwork) is received.
QUESTIONS
If you have questions about enrolling in a Flexible Spending Account, contact
your local Human Resources Representative. If you have questions about filing a
claim or reimbursements, please contact UniAccount directly at (888) 209-7976.
34
<PAGE>
MAKING CHANGES DURING THE YEAR
Generally, you will not be able to change your FLEXPoint elections until the
next Open Enrollment period. However, IRS rules and the plans allow you to
change your elections during the year if you have a qualified family status
change.
QUALIFIED FAMILY STATUS CHANGES
Examples of qualified family status changes for which you can change your
benefits during the year include:
- - Marriage, divorce, or legal separation
- - Birth or adoption of a child, or a change in a child custody arrangement
- - Death of your spouse or dependent
- - A change in your spouse's employment status
- - A change in your spouse's employer's health care coverage, not including
open enrollment
- - A change in a dependent's eligibility status because of marriage, age, or
loss of dependent status for federal tax purposes
- - Unpaid leave of absence.
The coverage change must be consistent with the qualifying event. For example,
if you have a child, you can cover the child under your medical plan, but you
cannot change your deductible or move from a PPO to an HMO.
If a qualifying change occurs, you must contact Human Resources and complete a
Benefits Change Form within 31 days of the qualifying event. If you are making
any changes to your life insurance, spouse or dependent life, or disability
benefits, an Evidence of Insurability form may be required. A change in coverage
is not guaranteed.
If a child over age 19 is no longer a full-time student and is dropped from the
plan and later (prior to the 25th birthday) become a full-time student, on the
date he/she returns to full-time status, you must complete a Benefit Change Form
within 31 days of the qualifying event. If you wait longer than 31 days, you
lose the availability of making changes and have to wait until the next open
enrollment period.
If you move outside of an HMO area, you must change your medical option. No
other benefit changes will be allowed.
35
<PAGE>
CONTINUING HEALTH CARE COVERAGE ("COBRA")
This is a summary of your rights and obligations under the COBRA continuation
coverage provisions. BOTH YOU AND YOUR SPOUSE, IF ANY, SHOULD TAKE THE TIME TO
READ THIS NOTICE CAREFULLY.
COBRA requires that most employees of WellPoint and its related companies and
their families receive the opportunity for a temporary extension of health care
coverage, called "continuation coverage," at group rates in certain instances
where coverage under the WellPoint Companies' Group Health Plans ("Health
Plans") would end. For this purpose, the term "Health Plans" includes the
WellPoint Companies' medical, dental, vision, employee assistance, and health
care flexible spending account plans, and the term "qualified beneficiary" is
used below to refer to individuals who are eligible to receive COBRA
continuation coverage.
QUALIFYING EVENTS FOR EMPLOYEE
If you are an employee of the WellPoint Companies covered by a Health Plan, you
have the right to choose COBRA continuation coverage if you lose your Health
Plan coverage because of the following:
- - A reduction in your hours or employment, or
- - The termination of your employment (for reasons other than gross misconduct
on your part).
QUALIFYING EVENTS FOR SPOUSE
If you are the spouse of an employee covered by a Health Plan, you have the
right to choose continuation coverage for yourself if you lose coverage for ANY
of the following four reasons:
- - The death of your spouse
- - A termination of your spouse's employment (for reasons other than gross
misconduct) or reduction in your spouse's hours of employment
- - Divorce or legal separation from your spouse
- - Your spouse becomes entitled to Medicare.
DEADLINE FOR ELECTION
When the Plan Administrator is notified that one of these qualifying events has
happened, the Administrator will, in turn, notify you that you have the right to
choose continuation coverage. Under COBRA, you have 60 days from the date you
receive the notice or 60 days from the date that you would lose coverage because
of one of the qualifying events described above (if later) to inform the Plan
Administrator that you want continuation coverage. If you do not choose
continuation coverage, your group Health Plan coverage will end.
36
<PAGE>
TYPE OF COVERAGE
If you choose continuation coverage, the WellPoint Companies are required to
give you coverage which, as of the time coverage is being provided, is identical
to the coverage provided under the Health Plan to similarly situated employees
or family members.
LENGTH OF COVERAGE
COBRA requires that you be afforded the opportunity to maintain continuation
coverage for 36 months unless you lost Health Plan coverage because of a
termination of employment or reduction in hours. In that case, the required
continuation coverage period is 18 months.
The 18-month period may be extended to 29 months if a qualified beneficiary is
determined by the Social Security Administration to be disabled (for Social
Security disability purposes) at any time during the first 60 days of COBRA
coverage. This 11-month extension is available to all individuals who are
qualified beneficiaries due to a termination or reduction in hours of
employment. To benefit from this extension, a qualified beneficiary must notify
the Plan Administrator of that determination within 60 days and before the end
of the original 18-month period. The affected individual must also notify the
Plan Administrator within 30 days of any final determination that the individual
is no longer disabled.
The 18- or 29-month period may be extended if other qualifying events (for
example, divorce, death or entitlement to Medicare) occur during the period. In
no event will coverage last beyond 36 months from the date of the qualifying
event that originally made you eligible to elect COBRA continuation coverage.
A child who is born to or placed for adoption with the covered employee during a
period of COBRA coverage will be eligible to become a qualified beneficiary if
the Plan Administrator is notified within 31 days of the birth or placement for
adoption.
EARLY TERMINATION OF COVERAGE
COBRA provides that your continuation coverage may be cut short for ANY of the
following five reasons:
- - The WellPoint Companies no longer provide group health coverage to any of
their employees;
- - The premium for continuation coverage is not paid on time;
- - The qualified beneficiary becomes covered under another group health plan
that does not contain any exclusion or limitation for any pre-existing
condition that affects the qualified beneficiary;
- - The qualified beneficiary becomes entitled to Medicare;
- - The qualified beneficiary has already received 18 months of coverage due to
disability, and there has been a final determination that the qualified
beneficiary is no longer disabled.
The Plan Administrator reserves the right to terminate your COBRA coverage
retroactively if you are determined to be ineligible for COBRA.
COST OF COVERAGE
You do not have to show that you are insurable to choose continuation coverage.
However, the law provides for payment by the qualified beneficiary of 100% of
the premium for continuation coverage plus an administrative fee. The cost of
continuation will be 102% of the premiums.
37
<PAGE>
However, if you are eligible to extend continuation of coverage for an
additional 11 months due to disability, the cost of continuation for any
additional months will be 150% of the premiums. There is a grace period of 30
days for the regularly scheduled premium. At the end of the 18-month,
29-month, or 36-month continuation coverage period, you will be allowed to
enroll in an individual conversion health plan (if any) provided under the
Health Plan.
ADDITIONAL INFORMATION
If you have any questions about COBRA, please contact your local Human Resources
Representative.
38
<PAGE>
THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA)
SPECIAL ENROLLMENT RIGHTS
If you are declining enrollment for yourself or your dependents (including your
spouse) because of other health insurance coverage, you may in the future be
able to enroll yourself or your dependents in a medical plan offered by
WellPoint, provided that you request enrollment within 30 days after your other
coverage ends.
In addition, if you have a new dependent as a result of marriage, birth,
adoption or placement for adoption, you may be able to enroll yourself and your
dependents, provided that you request enrollment within 31 days after the
marriage, birth, adoption or placement for adoption.
ACTIVELY-AT-WORK
If you elect a medical plan offered by WellPoint, coverage will become effective
under the Plan even if you are hospitalized or on medical leave on the effective
date.
PRE-EXISTING CONDITIONS
Pre-existing conditions exclusions have been eliminated from the WellPoint
Preferred and Group Medical Plans (for pre-existing conditions on LTD/STD,
please see page XX). Special enrollment provisions for employees declining
medical coverage have been adopted.
NEWBORN'S AND MOTHER'S PROTECTION ACT
The minimum stay for mothers and newborn children is 48 hours following a normal
delivery and 96 hours following a cesarean section. Providers are not required
to obtain authorization from the Plans or the insurance issuer for prescribing a
length of stay not in excess of the above periods.
39
<PAGE>
OTHER BENEFITS
PENSION PLAN
Upon employment and after reaching age 21, you automatically participate in the
Pension Accumulation Plan. The Plan is fully paid by the Company and benefits
are based on earnings and length of service. For new employees, the Company
contribution is generally 3% of earnings. Employees who complete five years of
credited service are fully vested. There is no partial vesting for less than 5
years of service. Statements will be mailed to your home address on an annual
basis.
WELLPOINT 401(K) RETIREMENT SAVINGS PROGRAM
WellPoint's 401(k) Retirement Savings Program is a retirement plan that is
designed to help you save for long-term financial goals, especially retirement.
You contribute to the Plan through automatic payroll deductions and benefit from
special tax advantages.
CONTRIBUTIONS
When eligible, you may start contributions on the first of the month following
one month of complete service. An enrollment package will be mailed to your home
from Vanguard, our plan trustee. Please refer to the enrollment material,
Summary Plan Description/Prospectus and plan document for a description of this
Plan.
Contributions are made on a pretax basis and are based on your eligible
compensation. You can contribute between 2% and 15% of your eligible
compensation. Following is a list of limitations on your contributions:
- - Employees who earn more than $80,000 are considered by the IRS to be highly
compensated. This plan limits highly compensated employees to 8% of
eligible compensation and may be adjusted as necessary.
- - The IRS limits pretax contributions to an annual limit of $10,000 in 1998.
This limit will be adjusted periodically by the IRS.
- - You may continue your contributions until your eligible earnings reach
$160,000, or as adjusted by the IRS.
COMPANY MATCH
Generally, after one year of employment, the Company matches a portion of your
eligible contributions. Beginning with the pay period in which you reach one
year of employment, the Company will match 75% on the first 6% of your salary
you save through the Plan. One-third of the Company match will be invested in
the WellPoint Common Stock Fund. You determine the investment direction for the
rest of the Company match. In order to maximize the Company match, you must
contribute 6% of the Plan.
<TABLE>
<S> <C>
Example: Eligible Compensation: $400
Contribution of 6%: $ 24
Company Match of 4 1/2% $ 18 ($6 invested in WellPoint Common Stock.
$12 you choose how to invest)
</TABLE>
40
<PAGE>
VESTING
You are 100% vested in pretax contributions as well as the Company matching
contributions. So, when you retire or terminate employment, you will receive all
the assets in your Plan account.
INVESTMENT CHOICES
When you enroll in the Plan, you choose how to invest your contributions.
Currently, there are ten investment choices available. You may change your fund
selection or transfer contributions between funds daily by calling Vanguard's
VOICE Network at 1-800-523-1188, 24 hours a day or by visiting Vanguard's web
site at www.Vanguard.com. If you prefer, a Vanguard Associate can assist you
with investment changes during normal business hours (M-F from 8:30 a.m. to 9
p.m. Eastern Time). To access your account, you must have your Social Security
number and your assigned Personal Identification Number (PIN).
ACCESS TO YOUR SAVINGS
The Plan is designed to encourage long-term savings, but you may access money
from the Plan under certain circumstances. The Plan offers loans and hardship
withdrawals. Please see your enrollment materials or the Summary Plan
Description/Prospectus for details.
EMPLOYEE STOCK PURCHASE PLAN
You may enroll in the Employee Stock Purchase Plan if you are employed on the
1st day of the offering period. Enrollment is twice a year in December,
reflecting the January to June offering period and in June reflecting the July
to December offering period. At the end of each offering period, your
contributions are used to purchase stock at a rate discounted from the market
price at the time of purchase.
Shares are purchased at 85% of the lower of the Company stock price on the first
of the offering period and on the last day of the offering period.
You may choose to keep or sell your shares and are responsible for brokerage
fees, capital gains and any other costs associated with the sale.
You should refer to the Summary Plan Description/Prospectus for a complete
description of the Plan before making a decision to participate.
WORK ON WELLNESS (WOW)
The Company encourages employees to practice a healthy lifestyle which can
reduce the likelihood of illness and injury while contributing to productivity.
To support this philosophy, the Company offers the Work On Wellness (WOW)
Program to all active, regular full-time employees following six months of
active employment. WOW provides reimbursement for individual membership dues in
a Company-approved health club, smoking cessation program or weight management
program, up to a maximum of $35 per month. Reimbursement is taxable income and
is treated as "other" income and reported on your W-2 form. Reimbursement is
made quarterly through your paycheck.
You must submit a "Work On Wellness Reimbursement Form" to Human Resources
within 30 days of the close of the calendar quarter for which you are requesting
reimbursement. Your local Human Resource Representative can provide you with a
WOW form.
EMPLOYEE ASSISTANCE PROGRAM
WellPoint also offers an Employee Assistance Program (EAP) to help you with
personal problems that affect your work performance. The EAP addresses
emotional difficulties,
41
<PAGE>
relationship issues, substance abuse, and financial and legal concerns. The
service is provided to you, your dependent family members, and your
significant others by WellPoint Behavioral Health (WBH) at no cost.
You will receive up to six sessions of guidance and counseling from qualified,
licensed (or certified) providers who are experienced in psychology, social
work, or counseling. EAP professionals are available 24 hours a day for
emergency or urgent situations. What you discuss with your EAP consultant will
be strictly confidential in accordance with professional ethics and federal,
state, and local laws.
For assistance, call the EAP at 1-888-777-6665.
TUITION ASSISTANCE
All active, full-time regular employees who complete six months of service are
eligible to request tuition assistance. This program is administered through the
Benefits department of Human Resources. To participate in the program,
applications for tuition reimbursement must be approved by the Benefits
department prior to enrolling in the course. The benefit is 75% of tuition and
related expenses up to a $2,000 maximum per calendar year.
Academic courses must be either related to a currently held job or to a position
at the Company for which you are preparing to qualify. Courses must be taken at
an accredited institution. Upon successful completion of the course (a "C" grade
for undergraduate courses and a "B" grade or better for graduate courses - or
"pass" where the course is "pass/fail"), you will be reimbursed for
registration, tuition, laboratory fees and books.
42
<PAGE>
FLEXEXEC
WellPoint provides a number of benefit programs for its Officers. The following
information briefly outlines your WellPoint benefits. The legal plan documents
prevail in any conflict of interpretation, and the Company reserves the right to
modify or terminate the programs at any time without notice.
In addition to the FLEXPoint benefits, the Company provides the following
benefits to Officers:
- - Group Universal Life Insurance
- - Short-Term Disability
- - Long-Term Disability
- - Comprehensive Nonqualified Retirement Plan
- - Financial Planning Seminars
You are automatically enrolled in these benefits with the exception of the
Comprehensive Nonqualified Retirement Plan. To enroll in that Plan, you need to
complete the enclosed enrollment form and return it to Charles Thorburn of the
WellPoint Benefits Department at 4553 La Tienda Drive, Thousand Oaks, CA 91362,
Mail Stop T1-1C7.
GROUP UNIVERSAL LIFE INSURANCE
In addition to your life insurance options under FLEXPoint, the company provides
you with a supplemental life insurance benefit based upon your total
compensation (September 1, 1998 base annual salary plus target management
bonus).
- - Vice Presidents and General Managers 2 times total compensation
- - Senior Vice Presidents and above 3 times total compensation
HOW DO I ENROLL IN THIS COVERAGE?
All current officers who have completed an application for this coverage in the
past are automatically covered. New officers will receive an application in the
mail from D/A Financial Group. Coverage cannot take effect until you return this
application.
HOW DOES UNIVERSAL LIFE INSURANCE WORK?
In addition to receiving a fixed life insurance benefit, you also have the
opportunity to make additional premium payments to increase the amount of your
insurance and/or make investments with the earnings accumulating on a tax-free
basis.
WHAT IS THE COST OF THIS BENEFIT?
The Company pays the entire cost of this life insurance benefit. Your only cost
will be the income tax on the premium paid for the coverage.
WHAT HAPPENS AT TERMINATION?
You will receive an individual policy, which can be continued by paying the
premium contributions or surrendered for the cash value, if any.
WHO DO I CONTACT FOR ADDITIONAL INFORMATION?
This benefit is administered by D/A Financial Group. Contact Rick Davenport at
(510) 254-9652 with any questions about your Group Universal Life Insurance
policy.
YOUR DISABILITY COVERAGE
Short-term disability (STD) and long-term disability (LTD) work together to
provide you with income if you become disabled by illness or injury and are
unable to work.
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<PAGE>
SHORT-TERM DISABILITY
In the event you are disabled and unable to perform all the essential duties of
your job, the Company will continue your base annual salary for up to 26 weeks.
LONG-TERM DISABILITY
LTD is a fully insured plan administered by Continental Casualty Company (CNA).
If you are disabled longer than 26 weeks, you will be eligible for a Long-Term
Disability benefit based upon your total compensation (September 1, 1998 base
annual salary plus 1998 target management bonus). If you become disabled before
completing 14 months of employment with WellPoint, you may not be eligible for
this program.
Your disability benefits will be subject to pre-existing condition limitations.
No benefits will be payable during the first 12 months of coverage if you become
disabled as a result of a condition for which you received treatment or for
which treatment was recommended during the three months immediately preceding
the date your benefit option became effective.
AMOUNT OF BENEFIT
- - Vice Presidents and General Managers 60% of Compensation
- - Senior and Executive Vice Presidents 70% of Compensation
WHAT IS THE COST OF THIS BENEFIT?
The Company pays the entire cost of this coverage. As such, if you receive any
LTD benefits, they are fully taxable.
WHAT HAPPENS AT TERMINATION/RETIREMENT? Coverage ceases and cannot be continued
or converted.
FINANCIAL PLANNING SEMINARS
The Company provides periodic seminars to discuss such topics as financial
planning, retirement planning, stock ownership guidelines, income tax, etc.
44
<PAGE>
COMPREHENSIVE EXECUTIVE NONQUALIFIED RETIREMENT PLAN
This Plan provides Officers with an opportunity to defer a portion of their
compensation for retirement or other future needs. The Plan also provides an
opportunity to recover Company contributions lost due to the IRS limits.
ELIGIBILITY
An Officer of the Company whose base annual salary and management target bonus
exceeds $125,000 per year is eligible to participate in the Plan. Generally,
deferral elections must be made before the calendar year in which the
compensation is earned and cannot be changed until the next calendar year.
Employees promoted to an Officer position or newly hired Officers may elect
within 30 days to participate in the Plan for the remaining portion of the
calendar year.
DEFERRAL ELECTIONS
There are five basic components to the Plan.
1. SUPPLEMENTAL 401(K) DEFERRAL
This component replaces deferrals lost due to IRS limits on contributions
to the 401(k) plan. It also allows newly hired officers to receive a
matching contribution during their first year of service. This component
allows you to receive a Company match on all eligible compensation in a
plan year when you are not receiving a match under the qualified 401(k)
plan. For 1999, the IRS limits eligible 401(k) compensation to $160,000
with a maximum deferral of $10,000.
This component works in two ways:
- You may defer up to 6% of your compensation earned after reaching
$160,000 or after deferring $10,000 into the 401(k) plan, whichever
occurs first.
- Newly hired Officers may defer compensation earned before becoming
eligible for the 401(k) match. PLEASE NOTE: NEWLY HIRED OFFICERS
WHO ELECT TO DEFER UNDER THIS COMPONENT NEED TO ENROLL IN THE
401(K) PLAN WITH VANGUARD WHEN THEY REACH ONE YEAR OF SERVICE IN
ORDER TO CONTINUE THEIR CONTRIBUTIONS AND RECEIVE THE COMPANY MATCH.
2. SALARY DEFERRAL
This component allows you to defer base salary in excess of $125,000.
For example:
<TABLE>
<CAPTION>
----------------------------------- ------------------------- --------------------------
Before After
March Increase March Increase
----------------------------------- ------------------------- --------------------------
<S> <C> <C>
Base salary $140,000 $147,000
-- 125,000 -- 125,000
----------- ----------
Amount available to defer $15,000 $22,000
</TABLE>
Using the above example, before the March increase, you may elect to defer
between 1% - 100% of $15,000. The deferral will take place on a
per-pay-period basis. If you elected to defer 100% of the $15,000, you
would defer $576.92 per pay period. Additionally, if you were to receive a
5% salary increase in March, bringing your base salary to $147,000, your
deferral would increase to $846.15 per pay period ($22,000 / 26 = $846.15).
45
<PAGE>
3. BONUS DEFERRAL
This component allows you to defer all or a portion (1%-100%) of your
management bonus. This election is for the management bonus that will be
earned in the next calendar year, but not paid until the following year.
4. CAR ALLOWANCE
This component allows you to defer your car allowance.
- Vice Presidents and General Managers $4,800
- Senior Vice Presidents $7,200
- Executive Vice Presidents and above $9,600
You may elect to defer all of this amount. If you do not defer your car
allowance, you will receive it as taxable income each pay period over the
calendar year.
You may also elect to be paid for mileage in lieu of the set dollar car
allowance.
5. SUPPLEMENTAL PENSION DEFERRAL
This component replaces deferrals lost due to IRS limits on contributions
to the Pension Accumulation Plan. The Company will automatically contribute
3%, 4% or 5% (based on service) of your earnings in excess of $160,000 per
year. THERE IS NO ELECTION NECESSARY. This component has a vesting feature
identical to the Pension Accumulation Plan (5-year cliff vesting).
INVESTMENT FUNDS
The same 10 Vanguard funds offered in the Salary Deferral Savings Program
401(k) are available for your nonqualified deferrals in this Plan. New
participants must make investment elections on the enclosed enrollment
form. Current participants can change their investment allocation for new
contributions or for existing balances by calling Vanguard at
1-800-523-1188.
DISTRIBUTION OF BENEFITS
Officers currently enrolled in this Plan have made payment elections for
their Nonqualified Retirement Plan accounts which are on file with the
Company. If you are enrolling for the first time, you must elect the timing
of when to receive the deferral account balance and what form of payment
you want to receive. Please complete and submit the Distribution and
Beneficiary Election Form.
46
<PAGE>
The timing options are:
- - Termination/retirement date
- - Date of death
- - A specific date (must be at least 24 months from date of election and not
later than your 65th birthday)
- - The earliest of your termination/retirement date, date of death or specific
date
- - Other - this option is used when you elect to receive the distribution at
different intervals (e.g. $25,000 on 7/1/2001, with the balance at
retirement or one year after termination/retirement).
The payment options are:
- - Lump sum
- - Annual installments not to exceed 15
- - Other - this option is used if you want a combination of the above (e.g.
$25,000 in a lump sum with the balance in 10 annual installments).
CHANGING YOUR DISTRIBUTION ELECTION
You may change an existing distribution election by submitting a written
request at least 12 months BEFORE you are originally scheduled to receive
the distribution. The new election date must be at least 12 months after
the date we receive your new election form. Please contact Charles Thorburn
in the WellPoint Benefits Department for a new form.
ACCELERATED DISTRIBUTIONS
- - Hardship Withdrawal - If you have an immediate and heavy financial need and
have no other resources reasonably available to you, you may request a
hardship withdrawal. The 401(k) provisions regarding hardship withdrawal
will be applied. The amount is limited to the portion of your account
attributable to your salary, management bonus and supplemental 401(k)
deferrals.
- - Forfeiture - Absent a demonstration of immediate and heavy financial need,
you may elect to receive 85% of your entire vested account in an early
distribution at any time upon 30 days written request. The remaining 15%
will be forfeited. If you elect to receive a forfeiture distribution, your
participation in the Plan will be suspended and you may not again
participate in the plan until the Plan Year that is at least 12 months
following the Plan Year in which such distribution occurred.
WITHHOLDING
The Company will deduct amounts required by law to be withheld for taxes with
respect to benefits under this Plan.
BENEFICIARY ELECTION
Officers currently enrolled in this Plan have a beneficiary election on file.
New enrollees must make a beneficiary election. Your beneficiary election may be
changed at any time.
47
<PAGE>
SUSPENSION OF YOUR SALARY DEFERRAL AND BONUS DEFERRAL ELECTIONS
You may suspend your election for the salary deferral and bonus deferral
portions of the Plan for the remainder of a calendar year. You will be eligible
to contribute again on the first of the calendar year following 12 months of
suspension.
48
<PAGE>
IMPORTANT TELEPHONE NUMBERS
<TABLE>
<S> <C>
FLEXCONNECT (800) 638-6699
MEDICAL (800) 234-0111
WellPoint Preferred PPO (all states)
WellPoint Group
HMOS
CA: CaliforniaCare (800) 234-0111
GA: Blue Choice Healthcare (800) 634-6642
IL: HMO Illinois (800) 772-6897
MA: HMO Blue (800) 588-5509
MI: Blue Care Network of S.E. Michigan (800) 662-6667
TX: UNICARE of Texas Health Plans, Inc. (888) 670-2273
DENTAL (800) 627-0004
Dental Net
Prudent Buyer Dental
Basic Dental
Major Dental
VISION
VSP (800) 622-7444
FLEXIBLE SPENDING ACCOUNTS (888) 209-7976
GROUP UNIVERSAL LIFE INSURANCE (510) 254-9652
COMPREHENSIVE NONQUALIFIED RETIREMENT PLAN (805) 557-5801
EMPLOYEE ASSISTANCE PROGRAM (888) 777-6665
VANGUARD'S VOICE NETWORK (800) 523-1188
STOCK PURCHASE PLAN
AST - Stock Plan Administrator (888) 980-6456
National Discount Brokers (888) 302-7764
</TABLE>
49
<PAGE>
AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
The Employment Agreement entered into by and between WellPoint
Health Networks Inc. (the "Company") and Leonard D. Schaeffer ("Executive")
effective as of January 22, 1997, as amended by that certain Amendment No. 1
effective as of September 1, 1997 and that certain Amendment No. 2 effective
as of May 1, 1998 (as amended, the "Employment Agreement"), is hereby further
amended as of October 27, 1998 as follows:
1. Section 8.b is hereby deleted in its entirety and replaced with
the following language:
"If any compensation under this Agreement, alone or together with
other compensation payable to Executive, would, in the determination
of counsel or other advisor mutually acceptable to the Company and
Executive, constitute an excess parachute payment within the meaning
of Section 280G of the Code that would subject Executive to an excise
tax under Section 4999 of the Code or any successor provisions, the
Company shall pay Executive an additional amount in cash, which when
added to such compensation, provides Executive with the same net
after-tax compensation (considering Executive's federal and state
income tax brackets and the excise tax on such compensation and such
additional payment) that Executive would realize from such
compensation (without such additional payment) if no excise tax
applied."
2. Except as set forth herein, terms used in this Amendment and not
defined herein shall have the same meaning as they do in the Employment
Agreement.
3. Except as amended above, the terms and conditions of the
Employment Agreement shall continue in full force and effect.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Stephen L. Davenport
------------------------------------
Stephen L. Davenport,
Chairperson, Compensation Committee
/s/ Leonard D. Schaeffer
------------------------------------
EXECUTIVE
<PAGE>
AMENDMENT NO. 2
TO
SALARY DEFERRAL SAVINGS PROGRAM OF
WELLPOINT HEALTH NETWORKS INC.
(As Amended and Restated January 1, 1997)
(As Amended through October 1, 1997)
The Salary Deferral Savings Program of WellPoint Health Networks Inc.,
("Plan") is further amended as follows:
1. Effective November 1, 1998, Section 5.02(a) of the Plan is amended, in
its entirety, to read as follows:
GENERAL RULE. Except as provided in (b) below, Matching Contributions
will equal 75% (or a greater of lesser percentage determined by each
Participating Company before the payroll period) of the Salary Deferral
Contribution that the Participant directed during the Plan Year.
Notwithstanding the foregoing, Salary Deferral Contributions in excess
of 6% of a Participant's Compensation for a Plan Year (or such greater
or lesser percentage determined by each Participating Company before the
payroll period) will not be matched. To the extent administratively
feasible, Matching Contributions will be credited to a Participant's
Account on a payroll period by payroll period basis.
2. Effective November 1, 1998, Section 5.02(b) of the Plan is amended, in
its entirety, to read as follows:
GRANDFATHERED MATCH. For Participants with 10 or more but less than 20
Years of Service at the beginning of the first payroll period ending on
or after January 1, 1997, Matching Contributions will equal 85% of the
Salary Deferral Contribution that the Participant directed during the
Plan Year. For Participants with 20 or more Years of Service at the
beginning of the first payroll period ending on or after January 1,
1997, Matching Contributions will equal 100% of the Salary Deferral
Contribution that the Participant directed during the Plan Year.
Notwithstanding the foregoing, Salary Deferral Contributions in excess
of 6% of a Participant's Compensation for a Plan Year will not be
matched. To the extent administratively feasible, Matching
Contributions will be credited to a Participant's Account on a payroll
period by payroll period basis.
3. The following provision is added at the end of Section 5.02(d)
("Collectively Bargaining Agreement") of the Plan:
If the employment of an Eligible Employee ("Bargaining Unit Employee")
is governed by the terms of a collective bargaining agreement between
Blue Cross of California and the Office and Professional Employees
International Union Local 29, AFL-CIO that
<PAGE>
became effective November 16, 1997 ("Agreement"), the Company will cover
that Bargaining Unit Employee in the Plan as in effect on the effective
date of the Agreement, as the Plan may be changed to comply with
applicable law. Matching Contributions for Bargaining Unit Employees
who are employed by Blue Cross of California on November 16, 1997
("Current Bargaining Unit Employees") and who have one Year of Service,
but less than ten Years of Service shall be seventy-five percent (75%);
Current Bargaining Unit Employees with ten or more Years of Service but
less than 20 will receive an eighty-five percent (85%) Matching
Contribution; Current Bargaining Unit Employees with twenty Years of
Service will receive a one-hundred percent (100%) Matching Contribution.
The level of Matching Contributions for Bargaining Unit Employees will
be frozen at November 15, 2000 levels.
4. Effective November 1, 1998, the name of the Plan is charged to "WellPoint
401(k) Retirement Savings Plan."
5. Effective September 1, 1998, clause (b) of Section 11.01 is clarified, in
its entirety, to read as follows:
subject to Code Section 401(k)(10), if substantially all the assets of a
trade or business are sold to an unrelated corporation, if the
Participant continues employment with the unrelated corporation and the
Participating Company continues to maintain this Plan.
6. Effective September 1, 1998, the following clarifying sentence is added
at the end of Section 11.10(d) of the Plan:
The Committee or its delegate may authorize a direct rollover of a
Participant note for a Plan loan to a qualified trust described in Code
Section 401(a) or an annuity plan described in Code Section 403(a).
7. Effective as of the initial effective date of the Plan, the following
clarifying sentence is added at the end of Section 12.02 of the Plan:
Spousal consent will be irrevocable unless the Participant changes his
or her Beneficiary or form of distribution designation; upon such event,
spousal consent will be deemed to be revoked.
IN WITNESS WHEREOF, WellPoint Health Networks Inc. has caused this
Amendment to be executed this 28th day of October, 1998
WELLPOINT HEALTH NETWORKS INC.
By: /s/ J. Thomas Van Berkem
---------------------------
<PAGE>
WELLPOINT HEALTH NETWORKS INC.
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
ARTICLE I
PURPOSE
This Deferred Compensation Plan is designed to provide members of the
Board of Directors at WellPoint Health Networks Inc. who are not employees of
the Company an opportunity to defer certain compensation received by them
from the Company in accordance with the terms and conditions set forth
herein.
In order for the Plan to accomplish its objective, it must meet certain
requirements to insure that Eligible Directors are not taxed on their
deferred compensation until paid. If the Plan is found not to comply with
the requirements for income tax deferral, the Plan will be "unwound" and all
deferred amounts will be paid to the Participants in accordance with their
interests under the Plan. This will cause the recipients to lose the benefit
of the deferral of taxable income and to recognize taxable income.
ARTICLE II
DEFINITIONS
In this Plan, the following terms have the meanings indicated below:
2.01 "ACCOUNT" means amounts credited to a Participant under Articles
III and IV of the Plan and any earnings thereon under Article V of the Plan.
To the extent it considers necessary or appropriate, the Committee or its
delegate shall maintain a separate subaccount for each type of deferral under
the Plan or shall otherwise provide a means for determining that portion of
an Account attributable to each type.
2.02 "BENEFICIARY" means the person or persons, natural or otherwise,
designated in writing, to receive a Participant's vested Account if the
Participant dies before distribution of his or her entire vested Account. A
Participant may designate one or more primary Beneficiaries and one or more
secondary Beneficiaries. A Participant's Beneficiary designation will be
made in writing pursuant to such procedures as the Committee may establish
and delivered to the Committee before the Participant's death. The
Participant may revoke or change this designation at any time before his or
her death by following such procedures as the Committee will establish. If
the Committee has not received a Participant's Beneficiary designation before
the Participant's death or if the Participant does not otherwise have an
effective Beneficiary designation on file when he or she dies, the
Participant's vested Account will be distributed to the Participant's estate.
2.03 "BOARD" means the board of directors of WellPoint Health Networks
Inc.
1.
<PAGE>
2.04 "CASH COMPENSATION" means the annual retainer, board meeting fees,
committee meeting fees, telephone meeting fees and, if applicable, any other
cash compensation received by a Participant from the Company during the Plan
Year.
2.05 "CASH COMPENSATION DEFERRAL" means a Participant's deferral of all
or any portion of his or her Cash Compensation pursuant to Article III.
2.06 "CESSATION OF SERVICE" means cessation of service as a
non-employee Director of the Company, by reason other than death.
2.07 "CODE" means the Internal Revenue Code of 1986, as amended.
2.08 "COMMITTEE" means the WellPoint Health Networks Inc. Compensation
Committee, as constituted from time to time. The Committee has full
discretionary authority to administer and interpret the Plan, to determine
eligibility for Plan benefits, to select employees for Plan participation,
and to correct errors. The Committee may delegate its duties and
responsibilities and, unless the Committee expressly provides to the
contrary, any such delegation will carry with it the Committee's full
discretionary authority to accomplish the delegation. Decisions of the
Committee and its delegate will be final and binding on all persons.
2.09 "COMPANY" means WellPoint Health Networks Inc.
2.10 "ELECTIVE STOCK OPTION" means a non-statutory option to purchase
shares of the Company's common stock pursuant to the terms and conditions of
Article III below.
2.11 "ELIGIBLE DIRECTOR" means a non-employee Director of the Company.
2.12 "EQUITY COMPENSATION" means the annual stock grant payable to a
Participant pursuant to Article 4.1 of the Company's Option Plan (or any
successor plan).
2.13 "EQUITY COMPENSATION DEFERRAL" means a Participant's deferral of
all or any portion of his or her Equity Compensation pursuant to Article IV.
2.14 "FAIR MARKET VALUE" means the closing market price per share of
the Company's common stock as reported on the New York Stock Exchange on the
preceding trading day.
2.15 "OPTION PLAN" means the WellPoint Health Networks Inc. Stock
Option/Award Plan, as amended from time to time.
2.16 "PARTICIPANT" means a current or former Eligible Director who
retains an Account.
2.17 "PLAN" means this WellPoint Health Networks Inc. Board of
Directors Deferred Compensation Plan, as amended from time to time.
2.18 "PLAN YEAR" means the calendar year.
2.19 "SAVINGS PROGRAM" means the Salary Deferral Savings Program of
WellPoint Health Networks Inc., as amended from time to time.
2.
<PAGE>
ARTICLE III
CASH COMPENSATION DEFERRALS
3.01 CASH COMPENSATION DEFERRALS.
(a) ELECTIONS. In order to be eligible for Cash Compensation
Deferrals for a Plan Year, an Eligible Director must make an election to make
Cash Compensation Deferrals for such Plan Year. Such election generally must
be made by an Eligible Director and received by the Company before the
calendar year in which the Compensation is earned. However, if an individual
first becomes an Eligible Director during a Plan Year, an Eligible Director
may elect, within thirty (30) days after he or she is first notified that he
or she is eligible to participate in the Plan, to elect Cash Compensation
Deferrals with respect to Cash Compensation for services performed after the
election during such Plan Year. Elections will remain in effect for one Plan
Year or, if the Committee so permits, all subsequent Plan Years during which
the individual remains an Eligible Director. Such election may be revoked,
but any revocation cannot be made effective before the first day of the Plan
Year beginning after the date the revocation is filed.
(b) LATE ELECTION. If an Eligible Director does not make a timely
election for a Plan Year, no Cash Compensation Deferrals will be made under
the Plan on behalf of that Eligible Director with regard to that election for
that Plan Year.
(c) AMOUNT. An Eligible Director may elect to defer receipt of
any whole percentage or whole dollar amount of his or her Cash Compensation.
(d) CREDITING. Cash Compensation Deferrals will be credited to
Eligible Directors' Accounts as of the last day of the calendar quarter in
which such Cash Compensation would otherwise have been paid.
3.02 ELECTIVE STOCK OPTION GRANTS. An Eligible Director may, in lieu
of an election to make Cash Compensation Deferrals, elect, in accordance with
the same election procedures set forth in Section 3.01 above, to forgo all or
any portion of his or her Cash Compensation in return for the grant of a
non-statutory stock option under the Option Plan. Such grant shall be made
on the last business day of the calendar quarter in which the Cash
Compensation would otherwise have been paid. The number of shares of common
stock subject to the option shall be determined pursuant to the following
formula (rounded down to the nearest whole number of shares):
X = A / (B X 25%), where
X is the number of option shares,
A is the dollar amount of Cash Compensation
subject to the Participant's election, and
B is the Fair Market Value per share of common
stock on the option grant date.
3.
<PAGE>
The terms of each Elective Stock Option shall be the same as the terms
in effect at the time of such grant for Automatic Stock Options granted to
Eligible Directors under the Option Plan.
ARTICLE IV
EQUITY COMPENSATION DEFERRALS
4.01 EQUITY COMPENSATION DEFERRALS.
(a) ELECTIONS. In order to be eligible to elect Equity
Compensation Deferrals for a Plan Year, an Eligible Director must make an
election to make Equity Compensation Deferrals for such Plan Year. Such
election generally must be made by an Eligible Director and received by the
Company before the calendar year in which the Equity Compensation would
otherwise be granted. However, if an individual first becomes an Eligible
Director during a Plan Year, an Eligible Director may elect, within thirty
(30) days after he or she is first notified that he or she is eligible to
participate in the Plan, to elect Equity Compensation Deferrals for the
balance of the Plan Year. Elections will remain in effect for one Plan Year
or, if the Committee so permits, all subsequent Plan Years during which the
individual remains an Eligible Director. Such election may be revoked, but
any revocation cannot be made effective before the first day of the Plan Year
beginning after the date the revocation is filed.
(b) LATE ELECTION. If an Eligible Director does not make a timely
election for a Plan Year, no Equity Compensation Deferrals will be made under
the Plan on behalf of that Eligible Director with regard to that election for
that Plan Year.
(c) AMOUNT. An Eligible Director may elect to defer receipt of
any whole percentage or whole share amount of his or her Equity Compensation
for the Plan Year.
(d) CREDITING. Equity Compensation Deferrals will be credited to
Eligible Directors' Accounts, as of the date that the Equity Compensation
would otherwise have been paid, in the form of a future right to receive the
same number of shares that would have been paid absent such Eligible
Director's election to defer such Equity Compensation. A Participant may not
elect to have the Equity Compensation that he or she defers under this Plan
credited with earnings in accordance with Article V.
ARTICLE V
EARNINGS ON CASH COMPENSATION DEFERRALS
A Participant may elect to have Cash Compensation Deferrals credited to
his or her Account under the Plan credited with earnings, at periodic
intervals determined by the Committee, at a rate equal to the actual rate of
return for such period of an investment fund or funds or index or indices
selected by that Participant from a range of investment vehicles authorized
by the Committee. The rate of return on investment vehicles shall be tracked
solely for the purpose of computing the amount of benefits payable to
Participants under the Plan. The Company shall not be obligated to make any
actual investment. It is intended that, unless otherwise determined by the
Committee, the applicable investment funds shall be the same as
4.
<PAGE>
those offered under the Savings Program, but in any event shall include a
WellPoint Health Networks Inc. Common Stock Fund, pursuant to which earnings
and losses shall be determined based on changes in the Fair Market Value of
the Company's common stock.
ARTICLE VI
VESTING
Each Participant shall at all times have a fully-vested and
non-forfeitable right to all amounts properly credited to his or her Account.
ARTICLE VII
DISTRIBUTIONS
7.01 DISTRIBUTION OF BENEFITS. Eligible Directors must elect the
manner in which their vested Accounts will be paid out by following the
procedures described below and by satisfying such additional requirements as
the Committee may determine.
(a) ELECTIONS. When an Eligible Director first confirms his or
her initial participation in the Plan the Eligible Director must elect, in
writing, which of the distribution options described below will govern
payment of the Eligible Director's vested Account.
(b) TIMING. A Participant may elect to have the vested portion of
his or her Account distributed, based on the Participant's election under (a)
above, within the 30 to 60 day period following one of the following
distribution events: (i) the date of the Participant's Cessation of Service,
(ii) the date of the Participant's death, (iii) the date, if any, specified
by the Participant in his or her election or (iv) the earliest of any (i),
(ii) or (iii) above elected by the Participant. Please note that under
option (iii), above, the date specified must be at least twelve (12) months
from the date of initial election to defer and in no event later than the
fifth (5th) anniversary of Participant's Cessation of Service.
(c) FORM. The vested portion of a Participant's Account will be
distributed, based on the Participant's election under (a) above, in one of
the following forms: (i) a lump sum, (ii) a series of annual installments,
not in excess of five (5) or (iii) a distribution schedule specified by the
Participant and approved by the Committee. The amount of each installment
will be the amount, if any, specified by the Participant or the remaining
balance of the Participant's vested Account divided by the number of
installments remaining (including the installment to be made). Amounts
credited to a Participant's Account under the WellPoint Health Networks Inc.
Common Stock Fund reflecting Cash Compensation Deferrals (or earnings
thereon) shall be distributed in cash, based on the Fair Market Value per
share of the Company's common stock on the date before the scheduled date of
payment. Equity Compensation credited under the plan will be paid in shares
of the Company's common stock.
(d) SUBSEQUENT ELECTIONS. A Participant may change a distribution
election with respect to his or her vested Account by submitting the change
to the Committee, in writing, at least twelve (12) months before the
Participant was originally to receive such a distribution. The subsequent
election will be valid only if the distribution does in fact occur more than
5.
<PAGE>
twelve (12) months after the date of such subsequent election. However, in
the event a Participant makes a subsequent election to receive a distribution
upon Cessation of Service, and such Participant ceases to provide services
within twelve (12) months of such subsequent election, the distribution will
be made in accordance with the subsequent election, provided the date of
Cessation of Service was not fixed.
(e) DEFAULT. If, upon a Participant's Cessation of Service, the
Committee does not have a proper distribution election on file for that
Participant, the vested portion of that Participant's Account will be
distributed to the Participant in one lump sum within the 30 to 60 day period
after the Participant's Cessation of Service.
7.02 DEATH. If a Participant dies with a vested amount in his or her
Account, whether or not the Participant was receiving payouts from that
Account at the time of his or her death, the Participant's Beneficiary will
receive the vested amount in the Participant's Account, in accordance with
the time and form of distribution set forth in (b) and (c) above.
7.03 ACCELERATED DISTRIBUTIONS. Pursuant to the following
restrictions, a Participan t may accelerate the timing and form of
distribution:
(a) HARDSHIP WITHDRAWAL. If a Participant has an immediate and
heavy financial need (as defined by the Savings Program) and has no other
resources reasonably available to meet this need (as defined by the Savings
Program), the Participant may request a hardship withdrawal. The total
hardship withdrawal must be approved by the Committee, and shall be limited
to the amount necessary to meet the financial need, and in no event may such
amount exceed the vested portion of the Participant's Account.
(b) FORFEITURE. Absent a demonstration of immediate and heavy
financial need described above in paragraph (a), a Participant may elect to
receive eighty-five percent (85%) of his or her entire vested Account in an
early distribution at any time upon thirty (30) days written request, in
which case the remaining fifteen percent (15%) of the Participant's entire
vested Account shall be permanently forfeited. A Participant electing to
receive a forfeiture distribution may not again participate in the Plan until
the Plan Year that is at least twelve (12) months following the Plan Year in
which such distribution occurred.
ARTICLE VIII
MISCELLANEOUS
8.01 LIMITATION OF RIGHTS. Participation in this Plan does not give
any individual the right to be retained in the service of the Company or of
any related entity or to continue to serve a member of the Board.
8.02 CLAIMS PROCEDURE. If a Participant or Beneficiary ("Claimant")
believes that he or she is entitled to a greater benefit under the Plan, the
Claimant may submit a signed, written application to the Committee within 90
days of having been denied such a greater benefit. The Claimant will
generally be notified of the approval or denial of this application within 90
days of having been denied such a greater benefit. The Claimant will
generally be notified of the approval or denial of this application within 90
days of the date that the Committee receives the
6.
<PAGE>
application. If the claim is denied, the notification will state specific
reasons for the denial and the Claimant will have 60 days to file a signed,
written request for a review of the denial with the Committee. This request
will include the reasons for requesting a review, facts supporting the
request and any other relevant comments. The Committee, operating pursuant
to its discretionary authority to administer and interpret the Plan and to
determine eligibility for benefits under the terms of the Plan, will
generally make a final, written determination of the Claimant's eligibility
for benefits within 60 days of receipt of the request for review.
8.03 INDEMNIFICATION. The Company will indemnify and hold harmless the
Directors, the members of the Committee, and employees of the Company who may
be deemed fiduciaries of the Plan, from and against any and all liabilities,
claims, costs and expenses, including attorneys' fees, arising out of an
alleged breach in the performance of their fiduciary duties under the Plan,
other than such liabilities, claims, costs and expenses as may result from
the gross negligence or willful misconduct of such persons. The Company
shall have the right, but not the obligation, to conduct the defense of such
persons in any proceeding to which this Section applies.
8.04 ASSIGNMENT. To the fullest extent permitted by law, benefits
under the Plan and rights thereto are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of a Participant or a Beneficiary.
8.05 INABILITY TO LOCATE RECIPIENT. If a benefit under the Plan
remains unpaid for two years from the date it becomes payable, solely by
reason of the inability of the Committee to locate the Participant or
Beneficiary entitled to the payment, the benefit shall be treated as
forfeited. Any amount forfeited in this manner shall be restored without
interest upon presentation of an authenticated written claim by the person
entitled to the benefit.
8.06 AMENDMENT AND TERMINATION. The Committee may, at any time, amend
or terminate the Plan. Any amendment must be made in writing; no oral
amendment will be effective. No amendment may, without the consent of an
affected Participant (or, if the Participant is deceased, the Participant's
Beneficiary), adversely affect the Participant's or the Beneficiary's rights
and obligations under the Plan with respect to amounts already credited to a
Participant's Account. Notwithstanding the foregoing, if the Plan is
terminated, the Company may determine that all Accounts will be paid out as
soon as practicable thereafter in single sum payments.
8.07 APPLICABLE LAW. To the extent not governed by Federal law, the
Plan is governed by the laws of the State of California. If any provision of
the Plan is held to be invalid or unenforceable, the remaining provisions of
the Plan will continue to be fully effective.
8.08 NO FUNDING. The Plan constitutes a mere promise by the Company to
make payments in the future in accordance with the terms of the Plan.
Participants and Beneficiaries have the status of general unsecured creditors
of the Company. Except to the extent provided below in Section 8.09, Plan
benefits will be paid from the general assets of the Company and nothing in
the Plan will be construed to give any Participant or any other person rights
to any specific assets of the Company. In all events, it is the intention of
the Company and all Participants that the Plan be treated as unfunded for tax
purposes.
7.
<PAGE>
8.09 TRUST. Except to the extent the Committee determines otherwise
before a benefit is credited under the Plan, Plan benefits will be paid from
the assets of a grantor trust (the "Trust") established by the Company to
assist it in meeting its obligations and, to the extent that such assets are
not sufficient, by the Company. The Trust shall conform to the terms of the
Internal Revenue Service Model Trust as described in Internal Revenue Service
Procedure 92-64.
8.
<PAGE>
Exhibit 10.53
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into
effective as of the 20th day of November, 1998, by and between WellPoint Health
Networks Inc., a Delaware corporation ("Buyer"), and the California HealthCare
Foundation, a California nonprofit public benefit corporation ("Seller").
RECITALS
WHEREAS, Seller is the record and beneficial owner of 17,910,000 shares of
common stock (the "Common Stock") of Buyer, representing approximately 26% of
the issued and outstanding common stock of Buyer.
WHEREAS, Seller desires to sell an aggregate of 1,000,000 shares of Common
Stock (the "Shares") to Buyer, and Buyer desires to purchase the Shares from
Seller, on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. PURCHASE OF SHARES. On the Closing Date (as defined in
Section 2 hereof), Seller hereby agrees to sell, transfer, convey, assign and
deliver to Buyer, and Buyer hereby agrees to purchase, acquire and accept from
Seller, the Shares.
Section 2. CLOSING DATE; PURCHASE PRICE.
(a) The closing date (the "Closing Date") of the purchase and sale of
the Shares shall take place as soon as practicable following consummation of the
merger between Cerulean Companies, Inc. and Water Polo Acquisition Corp. (the
"Merger"); provided, however, that the Closing Date shall not occur prior to
January 5, 1999 and the Buyer shall provide the Seller no less than 10 calendar
days advance notice of the anticipated Closing Date.
(b) If the Closing Date shall not have occurred pursuant to the
immediately preceding Section 2(a) on or prior to March 16, 1999, Seller shall
have the option of requiring Buyer to purchase the Shares on April 1, 1999
(which date shall then be the "Closing Date") (subject to the satisfaction on
such date of the conditions contained herein) by delivering written notice
thereof to Buyer on or prior to March 16, 1999; provided, however, that if the
Merger is consummated on or prior to March 31, 1999 the Closing Date shall occur
pursuant to Section 2(a) hereof and the delivery of any notice by Seller to
Buyer pursuant to this Section 2(b) shall be of no further force or effect.
1
<PAGE>
(c) The purchase price for the Shares (the "Purchase Price") shall
equal:
(i) in the event that the Closing Date occurs pursuant to
Section 2(a), a purchase price per share equal to the average closing price per
share for WellPoint Common Stock for the 20 business days immediately prior to
the day that is two business days prior to the closing date of the Merger on
which WellPoint Common Stock is traded on the New York Stock Exchange, as
reported by The Wall Street Journal (Southeastern Edition), or if not reported
therein, by another authoritative source, which is the "Closing Price" as
defined in the Agreement and Plan of Merger dated as of July 9, 1998 by and
among Buyer, Cerulean Companies, Inc. and Water Polo Acquisition Corp.; and
(ii) in the event that the Closing Date occurs pursuant to
Section 2(b), the average closing price per share for WellPoint Common Stock for
the 20 business days immediately prior to the day that is two business days
prior to the Closing Date on which WellPoint Common Stock is traded on the New
York Stock Exchange, as reported by the Wall Street Journal, or if not reported
therein, by another authoritative source.
(d) On the Closing Date, and subject to the terms and conditions set
forth in this Agreement, Seller shall deliver a certificate or certificates
representing all of the Shares duly endorsed in blank or accompanied by stock
powers duly executed in blank and in consideration of the sale, assignment,
transfer and delivery of the Shares, Buyer shall pay to Seller the Purchase
Price by wire transfer of immediately available funds to an account or accounts
designated by Seller.
Section 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents
and warrants to Buyer that:
(a) Seller has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by Seller,
has been effectively authorized by all necessary action, and constitutes the
legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms, except as such enforceability may be limited by laws
relating to bankruptcy, insolvency, reorganization or other laws relating to
creditors' rights generally or by general principles of equity.
(c) Seller has good and marketable title to the Shares, free and
clear of all security interests, covenants, conditions, restrictions, pledges,
liens, charges, encumbrances, options and adverse claims or rights of any kind
whatsoever, other than pursuant to the Amended and Restated Voting Trust
Agreement dated as of August 4, 1997 (as amended by that Amendment No. 1 dated
as of June 12, 1998) and the Amended and Restated Voting Agreement dated as of
August 4, 1997. Assuming Buyer has no notice of any adverse claim, Buyer shall
acquire from Seller as of the Closing Date good and marketable title to the
Shares, free and clear of all security interests,
2
<PAGE>
covenants, conditions, restrictions, pledges, liens, charges, encumbrances,
options and adverse claims or rights of any kind whatsoever.
(d) The execution and delivery of this Agreement by Seller and the
consummation by Seller of the transactions contemplated hereby do not and will
not result in a breach of any of the terms or provisions of, or constitute a
default under, or conflict with (i) the articles of incorporation or bylaws of
Seller, (ii) any material agreement to which Seller is a party or by which it is
bound, (iii) any judgment, decree, order or award of any court, governmental
body or arbitrator by which Seller is bound or (iv) any material Federal or
State law, rule or regulation applicable to Seller or its property.
(e) No broker or finder has acted for Seller in connection with this
Agreement or the transactions contemplated hereby, and no broker or finder is
entitled to any brokerage or finder's fees or other commissions in respect of
such transactions.
(f) In connection with Seller's sale of the Shares, Seller has had
the opportunity to ask Buyer any and all relevant questions regarding, among
other things, the business and operations of Buyer and Seller has received
answers from the Buyer which the Seller considers to be reasonably responsive
and adequate to such questions. The Seller has, to the extent deemed necessary
by the Seller, consulted with the Seller's advisors (including the Seller's
attorney, accountant or investment advisors) regarding the sale of the Shares to
Buyer. The Seller understands and acknowledges that events or circumstances may
occur after the date hereof or after the Closing Date that may be favorable or
unfavorable to the Buyer's earnings, business affairs or operations, and that
such events or circumstances may result in changes in the fair market value of
the Common Stock.
Section 4. REPRESENTATION AND WARRANTIES OF BUYER. Buyer represents
and warrants to Seller that:
(a) Buyer has all requisite corporate power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by Buyer, has
been effectively authorized by all necessary action, and constitutes the legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, except as such enforceability may be limited by laws relating to
bankruptcy, insolvency, reorganization or other laws relating to creditors'
rights generally or by general principles of equity.
(c) The execution and delivery of this Agreement by Buyer and the
consummation by Buyer of the transactions contemplated hereby do not and will
not result in a breach of any of the terms or provisions of, or constitute a
default under, or conflict with (i) the certificate of incorporation or bylaws
of Buyer, (ii) any material agreement to which Buyer is a party or by which it
is bound, (iii) any judgment, decree, order or award of any court, governmental
body
3
<PAGE>
or arbitrator by which Buyer is bound or (iv) any material Federal or State
law, rule or regulation applicable to Buyer or its property.
(d) No broker or finder has acted for Buyer in connection with this
Agreement or the transactions contemplated hereby, and no broker or finder is
entitled to any brokerage or finder's fee or other commissions in respect of
such transactions.
Section 5. CONDITIONS TO CLOSING.
(a) BUYER'S CONDITIONS. Buyer's obligations to consummate the
transactions contemplated by this Agreement shall be subject to the fulfillment
of the following conditions:
(i) the representations and warranties of Seller contained
herein shall be true and correct at and as the Closing Date as if made at and as
of such time; and
(ii) Buyer shall not be prohibited under Regulation M promulgated
under the Securities Exchange Act of 1934 or other applicable law from
purchasing the Shares as of the Closing Date.
(b) SELLER'S CONDITION. Seller's obligation to consummate the
transactions contemplated by this Agreement shall be subject to the
representations and warranties of Buyer contained herein being true and correct
at and as of the Closing Date as if made at and as of such time.
Section 6. TERMINATION. This Agreement may be terminated prior to the
Closing Date as follows:
(a) At any time on or prior to the Closing Date, by mutual written
consent of Seller and Buyer; or
(b) After April 1, 1999, at the election of either party by written
notice to the other party, if the Closing Date shall not have occurred pursuant
to Section 2 on or prior to April 1, 1999 (other than by failure of the electing
party to comply fully with its obligations under this Agreement).
In the event this Agreement is terminated pursuant to this Section 6, this
Agreement shall terminate without any liability or further obligation of either
party to the other.
Section 7. NOTICES. All notices and other communication hereunder
shall be in writing and shall be deemed given if delivered personally or by
facsimile or three business days following being mailed by certified or
registered mail, postage prepaid, return-receipt requested, address as follows:
4
<PAGE>
If to Seller: California HealthCare Foundation
476 Ninth Street
Oakland, CA 94607
Attention: President
Facsimile: (510) 238-1388
If to the Buyer: WellPoint Health Networks Inc.
21555 Oxnard Street
Woodland Hills, CA 91367
Attention: General Counsel
Facsimile: (818) 703-4406
Section 8. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns.
Section 9. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without reference to choice or conflict of law principles thereof.
Section 10. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Section 11. ENTIRE AGREEMENT. This Agreement contains the entire
Agreement between the parties hereto with respect to the transactions
contemplated herein and supersedes all previous oral and written, and all
contemporaneous oral negotiations, commitments and understandings.
Section 12. SEVERABILITY. Any provision of this Agreement that is
invalid, illegal or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability, without affecting in any way the remaining provisions hereof
in such jurisdiction or rendering that or any other provision or this Agreement
invalid, illegal or unenforceable in any other jurisdiction.
Section 13. EXPENSES. Seller, on the one hand, and Buyer, on the other
hand, shall pay their respective fees and expenses incurred by them in
connection with the transactions contemplated herein.
Section 14. FURTHER ASSURANCES. Each of Seller and Buyer agrees
promptly to execute and deliver such documents and to do such other acts as are
reasonably necessary appropriate to effectuate the purposes of this Agreement.
5
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement
to be executed as of the date first above written.
SELLER: CALIFORNIA HEALTHCARE FOUNDATION
By: /s/ Mark D. Smith
----------------------------------
Its: President
---------------------------------
BUYER: WELLPOINT HEALTH NETWORKS INC.
By: /s/ Thomas C. Geiser
----------------------------------
Its: Executive Vice President
---------------------------------
6
<PAGE>
AMENDMENT NO. 3
TO
SALARY DEFERRAL SAVINGS PROGRAM OF
WELLPOINT HEALTH NETWORKS INC.
(As Amended and Restated January 1, 1997)
(As Amended through October 1, 1997)
The Salary Deferral Savings Program of WellPoint Health Networks Inc.,
("Plan") is further amended as follows:
1. Effective November 1, 1998, Section 5.02(a) of the Plan is clarified, in
its entirety, to read as follows:
GENERAL RULE. Except as provided in (b) below, Matching Contributions
will equal 75% (or a greater of lesser percentage determined by each
Participating Company before the payroll period) of the Salary Deferral
Contribution that the Participant directed during the Plan Year, while
eligible for Matching Contributions as provided in Section 5.02(g) of
the Plan. Notwithstanding the foregoing, Salary Deferral Contributions
in excess of 6% of a Participant's Compensation for the period that he
or she is match eligible for a Plan Year (or such greater or lesser
percentage determined by each Participating Company before the payroll
period) will not be matched. To the extent administratively feasible,
Matching Contributions will be credited to a Participant's Account on a
payroll period by payroll period basis.
2. Effective November 1, 1998, Section 5.02(b) of the Plan is clarified, in
its entirety, to read as follows:
GRANDFATHERED MATCH. For Participants with 10 or more but less than 20
Years of Service at the beginning of the first payroll period ending on
or after January 1, 1997, Matching Contributions will equal 85% of the
Salary Deferral Contribution that the Participant directed during the
Plan Year, while eligible for Matching Contributions as provided in
Section 5.02(g) of the Plan. For Participants with 20 or more Years of
Service at the beginning of the first payroll period ending on or after
January 1, 1997, Matching Contributions will equal 100% of the Salary
Deferral Contribution that the Participant directed during the Plan
Year, while eligible for Matching Contributions as provided in Section
5.02(g) of the Plan. Notwithstanding the foregoing, Salary Deferral
<PAGE>
Contributions in excess of 6% of a Participant's Compensation for the
period that he or she is match eligible for a Plan Year will not be
matched. To the extent administratively feasible, Matching
Contributions will be credited to a Participant's Account on a payroll
period by payroll period basis.
IN WITNESS WHEREOF, WellPoint Health Networks Inc. has caused this
Amendment to be executed this 30th day of November, 1998
WELLPOINT HEALTH NETWORKS INC.
By: /s/ J. Thomas Van Berkem
--------------------------
2
<PAGE>
EXHIBIT 21
WELLPOINT HEALTH NETWORKS INC.
LIST OF SUBSIDIARIES
STATE OF
CORPORATION INCORPORATION
BC Life & Health Insurance Company California
Blue Cross of California California
Comprehensive Integrated Marketing Services California
Cost Care, Inc. Massachusetts
National Capital Health Plan, Inc. Virginia
UNICARE National Capital Preferred Provider Organization, Inc. Maryland
Professional Claim Services, Inc. New York
UNICARE Life & Health Insurance Company Delaware
UNICARE National Services, Inc. Delaware
UNICARE of Texas Health Plans, Inc. Texas
UNICARE Specialty Services, Inc. Delaware
WellPoint Behavioral Health, Inc. Delaware
WellPoint California Services, Inc. Delaware
WellPoint Development Company, Inc. Delaware
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements
of WellPoint Health Networks Inc. on Form S-8 (File Nos. 333-05111, 333-33013
and 333-42073) and Form S-3 (File Nos. 333-08519 and 333-31599) of our report
dated February 11, 1999, on our audits of the consolidated financial
statements of WellPoint Health Networks Inc. as of December 31, 1998 and 1997
and for each of the years ended December 31, 1998, 1997 and 1996, which
report is included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Los Angeles, California
March 25, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF EARNINGS AND CONSOLIDATED BALANCE SHEETS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 410,875
<SECURITIES> 2,353,427
<RECEIVABLES> 485,259
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,434,440
<PP&E> 131,459
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,225,834
<CURRENT-LIABILITIES> 2,182,864
<BONDS> 300,000
0
0
<COMMON> 706
<OTHER-SE> 1,314,517
<TOTAL-LIABILITY-AND-EQUITY> 4,225,834
<SALES> 0
<TOTAL-REVENUES> 6,478,350
<CGS> 0
<TOTAL-COSTS> 6,031,522
<OTHER-EXPENSES> 27,939
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,903
<INCOME-PRETAX> 391,986
<INCOME-TAX> 72,438
<INCOME-CONTINUING> 319,548
<DISCONTINUED> (88,268)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 231,280
<EPS-PRIMARY> 3.35
<EPS-DILUTED> 3.29
</TABLE>
