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WellPoint, Inc. Announces Tender Offer


10/19/2005 5:12:22 PM

INDIANAPOLIS, Dec. 3 /PRNewswire-FirstCall/ -- WellPoint, Inc. announced today that it intends to initiate an offer to repurchase any and all of the 9.125% Surplus Notes due April 1, 2010 and 9.000% Surplus Notes due April 1, 2027 of its subsidiary, Anthem Insurance Companies, Inc.

The offer will expire at 5 p.m., New York City time, on Friday, December 10, 2004, unless extended or earlier terminated. The offer is conditioned upon, among other customary conditions, WellPoint's ability to complete a specified financing.

The table below illustrates how the purchase price for each $1,000 principal amount of notes tendered pursuant to the offer will be determined. The purchase price will be determined in the manner described in the Offer to Purchase dated December 3, 2004 by reference to the applicable fixed spread over the bid side yield to maturity of the applicable Reference Treasury Security as calculated on the second business day preceding the date on which the offer expires, plus accrued and unpaid interest thereon up to, but not including, the date of payment of the purchase price.

CUSIP Number Aggregate Principal Amount Outstanding Security 036734 AC 5 $300,000,000 9.125% Notes due 2010 036734 AA 9 $200,000,000 9.000% Notes due 2027 Reference Treasury Bloomberg Fixed Security Reference Spread Page 6.50% due 2/15/10 PX6 0.45% 5 3/8% due 2/15/31 PX8 0.70%

The offer for the notes is made on the terms and subject to the conditions described in the Offer to Purchase dated December 3, 2004 and the related Letter of Transmittal.

Banc of America Securities LLC, Credit Suisse First Boston LLC and Goldman, Sachs & Co. are the dealer managers for the offer, and Global Bondholder Services Corp. is acting as depositary and information agent. Settlement of the offer is expected to occur on December 13, 2004, unless the offer is extended.

Questions concerning the terms of the tender offer may be directed to Banc of America Securities LLC at 1-866-475-9886, Credit Suisse First Boston LLC at 1-800-820-1653 or Goldman, Sachs & Co. at 1-800-828-3182. Questions concerning the procedures for tendering notes or requests for the Offer to Purchase, Letter of Transmittal or other documents may be directed to Global Bondholder Services Corp. at 1-866-794-2200.

This news release is neither an offer to purchase nor a solicitation of an offer to sell the notes, which may be made only pursuant to the terms of the Offer to Purchase and related Letter of Transmittal. Holders of notes should carefully read the Offer to Purchase, the Letter of Transmittal and other accompanying materials for a complete description of all terms and conditions before deciding whether to tender notes. None of WellPoint, Inc., any dealer manager or the depositary and information agent makes any recommendation as to whether or not any holder should tender notes. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer shall be deemed made on behalf of WellPoint, Inc. by Banc of America Securities LLC, Credit Suisse First Boston LLC or Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws of such jurisdiction.

About WellPoint, Inc.

WellPoint, Inc. is the largest publicly traded commercial health benefits company in terms of membership in the United States. WellPoint, Inc. is an independent licensee of the Blue Cross and Blue Shield Association and serves its members as the Blue Cross licensee for California; the Blue Cross and Blue Shield licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire, Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), Wisconsin; and through HealthLink and UniCare. Additional information about WellPoint is available at http://www.wellpoint.com/ .

Contacts: Investor Relations Tami Durle, 317-488-6390 Media James P. Kappel, 317-488-6400

WellPoint, Inc.

CONTACT: Investor Relations: Tami Durle, +1-317-488-6390, or Media:James P. Kappel, +1-317-488-6400, both of WellPoint, Inc.


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