THE COMMON SENSE APPROACH TO HEALTHCARE TMTHE COMMON SENSE APPROACH TO HEALTHCARE TM

THE COMMON SENSE APPROACH TO HEALTHCARE TMTHE COMMON SENSE APPROACH TO HEALTHCARE TM

WellCare Health Plans, Inc.8735 Henderson Road, Renaissance Two Tampa, FL 33634 (813) 290-6200

www.wellcare.com

Board of Directors

Neal MoszkowskiChairman of the Board,WellCare Health Plans,Inc.Co-CEO,TowerBrook Capital Partners L.P.

Todd S.FarhaPresident and Chief Executive Officer,WellCare Health Plans,Inc.

Regina HerzlingerNancy R.McPherson Professor

of Business Administration,Harvard Business School

Kevin HickeyIndependent consultant

Alif HouraniChairman and Chief Executive Officer,Pulse Systems,Inc.

Glen R.Johnson,M.D.President and Chief Executive Officer,Community Health Choice,Inc.

Ruben Jose King-Shaw,Jr.President,UBC Solutions

Christian P.MichalikManaging Director,Kinderhook Industries

Honorable Jane SwiftGeneral Partner,Arcadia Partners

Directors and Officers

Executive Officers

Todd S.FarhaPresident and Chief Executive Officer

Paul L.BehrensSenior Vice President and

Chief Financial Officer

Thaddeus BeredaySenior Vice President,General Counsel

and Secretary

David W.EricksonSenior Vice President and

Chief Information Officer

Ace Hodgin,M.D.Senior Vice President and

Chief Medical Officer

Kate Longworth-GentrySenior Vice President,Operations

Imtiaz (MT) SattaurPresident,Florida

Heath SchiesserSenior Vice President,Marketing

and Sales

Rupesh ShahSenior Vice President,Market Expansion

Randall D.ZomermaandSenior Vice President

(as of April 20,2005)

Vision

To be the leader in government-sponsoredhealthcare programs in partnership with themembers, providers, governments andcommunities we serve.

Mission

• Enhance our members’ health and quality of life;

• Partner with providers and governmentsto provide quality, cost-effective healthcare solutions; and

• Create a rewarding and enriching environment for our associates.

Core Values

• Partnership: Members are the reason we are in business; providers are our partners in serving our members; and regulators are the stewards of the public’s resources and trust. We will deliver excellent service to our partners.

• Integrity: Our actions must consistently demonstrate a high level of integrity that earns the trust of those we serve.

• Accountability: All associates must be responsible for the commitments we make and the results we deliver.

• Teamwork: With our fellow associates,we can expect – and are expected to demonstrate – a collaborative approachin the way we work.

1.

Who is WellCare?WellCare is a leading provider of government-sponsored health plans such asMedicare, Medicaid, State Children’s Health Insurance Programs and others.WellCare is the largest Medicaid- and Medicare-only contractor in the nation andserves more Medicaid and Medicare members in the Southeast than any otherhealth plan. The Company’s 2004 revenues were $1.4 billion, and its headquartersare in Tampa, Florida.

WellCare by the Numbers—(as of December 31, 2004)

States Served

Members

Providers

Hospitals

Associates

6747,000

22,000376

1,600

WellCare provides industry-leading

service to its members and network

providers. Founded in 1985, WellCare

has partnered with more than 22,000

physicians to serve members in six

states. WellCare’s members have

access to strong community provider

networks and quality healthcare

benefits and services – all while saving

millions of dollars each year for

federal and state governments.

To ensure access and enhance

quality of care, the Company seeks

to be a “low-hassle” partner with its

network providers.

WellCare has experienced rapid,

successful growth as a result of its

uncompromising commitment to its

members and providers and their

communities.

During 2004, we expanded ourservice territory from three to sixstates through the acquisition ofHarmony Health Plans in Indiana andIllinois and through a greenfieldexpansion into Louisiana. Overall, wegrew our membership by 35 percent,ending the year with 747,000members.

We continue to improve the serviceswe provide. In 2004, we receivedimportant certifications that validatethe high standards of medical carethat we expect from our networkproviders: a full three-year accredita-tion from the Accreditation

Association for Ambulatory HealthCare as well as a full two-year accredi-tation from the Utilization ReviewAccreditation Conference for ourbehavioral health business. We alsocontinue to invest in our industry-leading quality improvementprogram to enhance the quality ofcare provided to our members.

Our goal is to be one of the mostprovider-friendly companies in ourindustry, and we continually reviewour internal systems to improveservice to our constituents. As aresult, in 2004, we centralized andrationalized our operations to allow

for more accurate and efficient dataprocessing, and we improved ourcapabilities and rate of electronicclaims processing and payment. Onaverage, we pay 99 percent of cleanclaims in under 30 days.

2005 will be a year of unprece-dented opportunity for WellCare. Weexpect continued growth of ourMedicaid and Medicare plans withinexisting markets as well as entry intonew geographic markets. We alsoplan to expand our product lineswithin government programs, and wesee the potential for deeper partner-ships with the states we serve.

To Our Shareholders

2.

To d d S . Fa r h aPre s ident and Chie f Execut ive Of f i c er

2004 was a year of transformation and growth for WellCare HealthPlans. We became a publicly traded company and continued to executeour growth plan. Most importantly, we advanced our mission ofimproving the health and well-being of our members, strengtheningour relationships with healthcare providers and providing savings toour government partners in the six states where we operate. These arethe metrics by which we measure our success, and our 2004 performanceis an indication of the healthy partnerships we are building throughoutthe communities we serve.

States are increasingly turning tomanaged care to assist with theirMedicaid programs. Expansion ofmanaged care will permit more ofthe nation’s 45 million Medicaidrecipients to experience betterhealthcare in a more efficient manner than ever before. We arewell-positioned to continue workingwith several states to address thecomplex needs of the aged, blind anddisabled populations. These effortshave the potential to yield significantsavings to the states and to improvethe quality of care to our members.We are excited about the future ofMedicaid, and we are well-positionedto contribute to the future success ofthis vital program.

We are also encouraged byPresident Bush’s proposal to extendhealthcare coverage to an additional12 million uninsured over the nextten years and by the opportunitiespresented through Medicare reform.We believe that Medicaid and Medicarereform will be good for managedcare. Our members, our providersand our government partners willcontinue to see WellCare as an inte-gral component of these programs.

Managing care for Medicaid andMedicare populations is a tremen-dous responsibility and an enormousopportunity. We know that oursuccess depends on our ability toprovide superior service to our partners. From our relentless pursuit

of quality and our discipline ininternal operations, to our prudentfiscal performance, WellCare demonstrates its commitment to ourmembers, our healthcare providers,our communities and the govern-ment partners that make our busi-ness possible.

Finally, I thank our dedicatedWellCare associates who help usfulfill this mission and ensure ourcontinued success.

Sincerely,

Todd S. FarhaPresident and Chief Executive Officer

WellCare Health Plans, Inc.

3.

WellCare Core StrengthsExperienced Management Team – effective leaders in operating managed care plans

Diversified Healthcare Programs – enables product expansion within government programs

Trusted Government Relationships – collaborative cost savings for government partners

Solid Financial Performance – revenues of $1.4 billion in 2004

Accreditations by AAAHC and URAC – upholding the highest medical standards

Centralized Operations – allows for accurate and efficient processing of data

Single Technology Platform – streamlined and scalable technology to accommodate growth

Quality Improvement Program – patient-focused with preventive care emphasis

Prompt Provider Payment – receiving claims electronically, processing claims rapidly

On July 1, 2004, we entered thepublic arena with a singular focus onone of the largest segments of the vasthealthcare market: managing care forthe recipients of government-sponsoredhealthcare programs, such as Medicaidand Medicare.

During 2004, we doubled the numberof states in which we operate andachieved 19 percent organic growthand 16 percent growth through theacquisition of Harmony Health Plans inIllinois and Indiana. At the end of 2004,we were serving more than 747,000members in Florida, New York,Connecticut, Illinois, Indiana andLouisiana, and we entered 2005 withmomentum generated by strong financialand operational results and additionalmarket expansions, including our recententry into Georgia.

For 2005, WellCare is extremely well-positioned not only to continueexpanding its Medicaid business butalso to leverage its infrastructure tocapitalize on attractive opportunities togrow our health plans.

Our business model focuses onproviding exceptional service, attentionto cost control and continuousimprovement of our product offerings.WellCare’s strong acceptance by ourmembers, providers, communities andgovernment partners gives us confi-dence in the future. As you learn moreabout WellCare Health Plans, ourindustry, our track record, our approachand our plans, you too will share ourexcitement.

Controlling Costs While EnsuringCare: The Public Dilemma

Forty years ago, the Federal govern-ment opened two bold fronts—Medicaid and Medicare—in its declaredwar on poverty. The Medicaid programensures, through matching funds to thestates, that low-income Americans of all ages receive adequate healthcarebenefits. Medicare, like Social Security,was designed to strengthen the socialsafety net for older Americans of allincome levels.

Medicaid and MedicareBoth Medicaid and Medicare are part

of a huge—and rapidly growing—market. Overall healthcare spending inthe United States, which alreadyconsumes approximately 15 percent ofour GDP, is projected to rise from $1.8 trillion in 2004 to $2.9 trillion by 2011.Of this total, one out of every threehealthcare dollars is spent on Medicaidor Medicare.

According to the Centers forMedicare & Medicaid Services, morethan 80 million Americans are enrolledin one of these programs. One out ofevery three children in this country iscovered under Medicaid. Meanwhile, asthe percentage of the population age65 and older continues to expand,Medicare will continue to grow.

The key to success for Medicaid and Medicare is a model that aligns theinterests of beneficiaries, healthcareproviders and government payors.WellCare is well-equipped to succeedwith this model.

One Platform, Two Programs,Multiple Synergies

Our business model enables us to leverage our Medicaid network infrastructure to build membership inour Medicare managed care plans.Rather than attempting to serve theentire Medicare population, we concen-trate primarily on lower-income seniorswho live in areas where we already serveMedicaid beneficiaries—a group thatcomplements (and frequently overlaps)our Medicaid members. For example,one half of all beneficiaries of SSI—theprogram for the aged, blind anddisabled—are eligible for both Medicaidand Medicare. That figure representsmore than six million Americans.

Our focus on these two groups withsimilar needs and demographicsprovides compelling synergies betweenour Medicaid and Medicare businesses.We manage care for two populationsthat, for different reasons, badly need acoordinated approach to health serv-ices. We rely on a common operationalplatform for both programs. We serveboth populations through a largelyoverlapping provider network. Forexample, in Florida, 100 percent of thehospitals, 90 percent of the specialistsand ancillary providers and 78 percentof the primary care physicians serveboth sets of beneficiaries. Like no othercompany, we have the expertise toserve both Medicaid and Medicaremembers. As a result, we continue toexpand our membership and ourrevenues significantly while experi-encing stable expenses as a percentageof revenues.

Although we concentrate on patientgroups with similar characteristics, wealso offer managed care services for adiverse array of government programs,including SSI, Temporary Assistance toNeedy Families and State Children’sHealth Insurance Programs. Our rangeof offerings, combined with strongoperating efficiencies, enables us tocompete for new, specialized programsand insulates our company againstpotential adverse changes to any one program.

Finally, our exclusive focus on government healthcare programs hascontributed to our growth and successby enabling us to develop core skillsand build efficiencies unique to govern-ment programs.

Great Opportunities

4.

“We have been very impressed with both theplan’s patient-focused approach to care and itsattention to provider service, [which] includes ano-hassle approach to expedited reimbursementand ongoing communication and information.”

Kim Schaefer-GarveyPediatric & Medical Associates, New Haven, CT

5.

One out of every three children in thiscountry is covered under Medicaid.

Aligning Incentives—and MakingMedicaid and Medicare Work forEveryone

For years, many people assumed erroneously that government healthcareprograms were a zero-sum system. Thegovernment’s fiscal responsibility tocontrol costs, they believed, inherentlystood at odds with the needs of benefi-ciaries to receive access to quality careand with the desire of providers to befairly compensated for that care.

Our track record belies these traditional assumptions. By aligning the incentives of all of the involvedparties, WellCare simultaneously bringswell-disciplined management tomanaged care and well-coordinatedcaring to healthcare. In the process, wecreate mutually reinforcing win/win situations for patients, physicians,governments and shareholders.

Wins for Medicaid Recipients.Our programs promote greater access to the entire continuum of care. By providing the coordinated,holistic approach that managed careoriginally was envisioned to offer, wehelp keep our members healthy whileachieving savings for government payors.

Wins for Medicare Beneficiaries.Our Medicare managed care plans domore than ensure access to a full rangeof quality care. Our members also enjoyadditional benefits that go beyond tradi-tional Medicare—such as vision anddental care—with lower co-payments.For some Medicare beneficiaries, thosesavings can amount to more than $2,000per year. This combination of strongbenefits and reduced cost earned ourplan the HealthMetrix Senior ChoiceGold Award for value in benefit design.

Wins for Providers. We have alwayssought to be the low-hassle provider tohealthcare practitioners. Toward thisend, we reduce the number of proceduresthat require pre-approval. We pay claimspromptly. We minimize administrativeburdens through a variety of convenient,web-based functions. We supplyproviders with valuable risk managementdata. And, not least, we allow them topractice medicine as they were trainedto practice it.

Wins for Taxpayers. The proof ofWellCare’s value to government health-care programs—and to taxpayers whopay for them—is evident in our results:better access to care, improvedoutcomes and reduced costs. In Florida,for example, our Medicaid enrolleeswho suffered from chronic asthma werenearly three times less likely to be read-mitted to hospitals than unmanagedMedicaid recipients. Our cost-effectiveoperation enabled Florida to pay 8percent less under WellCare’s Medicaidcontract than the rate the state paysunder the traditional Medicaidprogram. Those efficiencies amountedto a savings of $67 million in 2004 forFlorida taxpayers.

Wins for Communities. We believe ingiving back to the communities weserve. Our approach involves targetedoutreach programs in the communitieswhere our members live, often in theirnative languages. We support churches,community centers and other localgroups. For instance, between associatecontributions and WellCare’s matchingcontributions, we raised over $33,000 toaid the victims of the 2004 hurricanesand over $42,000 to support thetsunami relief. In 2004, we contributed$1.5 million to a Florida scholarshipfunding organization. Further, in 2004,we established the WellCare HealthyCommunities Foundation to supportour charitable giving. WellCare’s culturallydiverse base of over 1,600 associatesincludes many who are fluent in Spanish,Russian and Chinese. Our associateshelp ensure that our communityoutreach efforts are culturally appropriate.We will continue giving back to thecommunities comprised of ourmembers, providers and associates.

Wins for WellCare. In Florida, ourproven efficiencies and experience witha variety of programs enabled us to win30,000 new members under ourHealthy Kids program in 2004.Additionally, our strength in benefitdesign has attracted new Medicaremembers to our managed care plans.Our working partnerships with physi-cians contribute to the growth of ourprovider networks. In all these waysand more, the wins we create for allour stakeholders provide future growth for our shareholders.

Our Business Platform Rests OnSeveral Strong, Solid PillarsPartnerships. We work closely withgovernment organizations to developplans that meet their needs for costcontrol and the needs of their enrolleesfor reliable healthcare. We maintainsimilar working partnerships withproviders. We carefully developprovider networks based not only ontheir ability to deliver quality, cost-effi-cient care, but on their proximity to ourmembers, experience, and even thelanguages spoken within their practices.When designing our Medicare plans, weconsult with providers to help us craftbenefits packages that will deliver thebest possible services, most affordably.

Prevention. The wisdom of the old saying that begins “an ounce ofprevention” was never more applicablethan with Medicaid and Medicare recip-ients. In fact, our recognition of thevalue of a preventive approach isreflected in our company’s name.By promoting “well care”—from childhood immunizations to routine

checkups, prenatal care, diabetes monitoring, asthma medication andmammogram screening—we helpmembers and providers identify andaddress medical problems earlier, whichin turn helps reduce costs and improveoutcomes. To our providers, we offerfinancial incentives for emphasizingpreventive health services. To ourmembers, we provide education andoutreach programs that help them seekroutine and preventive care in the mostappropriate settings.

Primacy of Primary Care. Historically,Medicaid recipients lacked good accessto primary care—a failure that hasresulted in episodic, uncoordinated,high-cost healthcare utilization. Byforging strong relationships betweenour members and primary careproviders, we ensure that beneficiariesenjoy better, more regular access to physicians, at a lower overall cost to government payors.

6.

“WellCare exceeds what you would expectfrom an HMO in encouraging primary careand healthy lifestyle choices for its members.The Company truly supports the well-beingof its patients through top-notch healthcare,education and professional customer service.Such patient-focused service certainly makesgovernment-sponsored healthcare easier forWellCare providers and allows them to focuson care giving.”

Dr. Henry ChenNew York, NY

For Medicare members, we viewprimary care physicians as the coordi-nators of each patient’s overall care. Bygiving physicians a central role in guiding their patients through thehealthcare system, from pharmacies tospecialists and hospitals, we helpimprove the overall management ofmembers’ health, enhance coordinationand restore primary care physicians tothe critical role they were meant to play.

Coordination. Our multi-tieredapproach to medical managementbegins with our medical directors andextends throughout our organization.We actively communicate withproviders to ensure that each memberreceives the most appropriate care inthe most appropriate setting. When ourmembers are hospitalized, we rely onon-site nurses to coordinate care withphysicians. We develop pharmacymanagement programs that help usmanage drug costs. We carefullymanage members with chronic,high-risk conditions, such as diabetes,because experience shows that, withouta well-coordinated approach to care,this relatively small percentage ofpatients will account for a very largepercentage of overall healthcare costs.

Well on Our WayA decade ago, few imagined that anycompany could manage to makemanaged care work profitably withMedicaid.

Less than five years ago, as we wereestablishing a record of success, fewimagined that any company involved inMedicaid managed care could transferthat expertise successfully into what, onthe surface, appeared to be the vastlydifferent realm of Medicare.

Today, we have demonstrated thatwe are able to seize opportunities thatothers have been unwilling to pursue orunable to reach. For us, these successesaren’t just a vindication of our model.They also give WellCare a strong headstart on others that may seek to follow.In the coming year, we will be workingvery hard as a company to extend ouradvantage. We are well on course. 2004has been an exciting year. 2005 will beeven better.

By promoting “well care”—from childhood immunizations to routine checkups,prenatal care, diabetes monitoring, asthma medication and mammogram screening—we help members and providers identify and address medical problems earlier, whichin turn helps reduce costs and improve outcomes.

7.

8.

Corporate HeadquartersWellCare Health Plans, Inc.8735 Henderson RoadRenaissance TwoTampa, Florida 33634(813) 290-6200www.wellcare.com

Independent Registered PublicAccounting FirmDeloitte & Touche LLPTampa, Florida

Transfer AgentEquiServe Trust Company, N.A.c/o EquiServe, Inc.P.O. Box 43023Providence, RI 02940-3023Shareholder Inquiries:(816) 843-4299www.equiserve.com

Common StockWellCare’s common stock is listed onthe New York Stock Exchange underthe trading symbol WCG. Mattersregarding change of address andother stock issues should be directedto the shareholder relations departmentof the transfer agent.

Financial InformationAnalysts, shareholders and otherinvestors seeking financial informationabout WellCare should contact theInvestor Relations Department bycalling (813) 865-1284, visitingwww.wellcare.com on the Internet orwriting to WellCare’s InvestorRelations Department at 8735Henderson Road, Renaissance Two,Tampa, Florida 33634.

Additional InformationWellCare will provide without chargeto its shareholders, upon the writtenrequest of any such person, a copy ofits Annual Report on Form 10-K(without exhibits) for the year endedDecember 31, 2004, as filed with theSecurities and Exchange Commission.WellCare will also provide to anyperson without charge, upon request,a copy of its Trust Program, WellCare’scorporate ethics and complianceprogram. Any such requests shouldbe made in writing to the InvestorRelations Department, WellCareHealth Plans, Inc., 8735 HendersonRoad, Renaissance Two, Tampa,Florida 33634. Our 2004 AnnualReport, 2004 Annual Report on Form10-K and the Trust Program and otherSecurities and Exchange Commissionfilings are also available on theInternet at www.wellcare.com.WellCare intends to disclose futureamendments to, or waivers from, theprovisions of the Trust Program, ifany, made with respect to any of itsdirectors and executive officers onour Internet site.

WellCare has included as Exhibit 31.1and Exhibit 31.2 to our AnnualReport on Form 10-K for the yearended December 31, 2004, filed withthe Securities and ExchangeCommission certificates of WellCare’sChief Executive Officer and ChiefFinancial Officer, respectively, certi-fying the quality of WellCare’s publicdisclosure. Further, WellCare hassubmitted to the New York StockExchange a certificate of its ChiefExecutive Officer certifying that he isnot aware of any violation by WellCareof New York Stock Exchange corporategovernance listing standards.

This annual report contains forward looking statements made pursuant to the“safe harbor” provisions of the PrivateSecurities Litigation Reform Act of 1995.Important factors that could cause ouractual results to differ materially from theresults contemplated by the forward-looking statements are contained in ourAnnual Report on Form 10-K filed with theSecurities and Exchange Commission andin subsequent filings with the Securitiesand Exchange Commission.

Corporate Information

Board of Directors

Neal MoszkowskiChairman of the Board,WellCare Health Plans, Inc.Co-CEO, TowerBrook Capital Partners L.P.

Todd S. FarhaPresident and Chief Executive Officer,WellCare Health Plans, Inc.

Regina HerzlingerNancy R. McPherson Professor

of Business Administration,Harvard Business School

Kevin HickeyIndependent consultant

Alif HouraniChairman and Chief Executive Officer,Pulse Systems, Inc.

Glen R. Johnson, M.D.President and Chief Executive Officer,Community Health Choice, Inc.

Ruben Jose King-Shaw, Jr.President,UBC Solutions

Christian P. MichalikManaging Director,Kinderhook Industries

Honorable Jane SwiftGeneral Partner,Arcadia Partners

Directors and Officers

Executive Officers

Todd S. FarhaPresident and Chief Executive Officer

Paul L. BehrensSenior Vice President and

Chief Financial Officer

Thaddeus BeredaySenior Vice President, General Counsel

and Secretary

David W. EricksonSenior Vice President and

Chief Information Officer

Ace Hodgin, M.D.Senior Vice President and

Chief Medical Officer

Kate Longworth-GentrySenior Vice President, Operations

Imtiaz (MT) SattaurPresident, Florida

Heath SchiesserSenior Vice President, Marketing

and Sales

Rupesh ShahSenior Vice President, Market Expansion

Randall D. ZomermaandSenior Vice President

(as of April 20, 2005)

THE COMMON SENSE APPROACH TO HEALTHCARE TMTHE COMMON SENSE APPROACH TO HEALTHCARE TM

THE COMMON SENSE APPROACH TO HEALTHCARE TMTHE COMMON SENSE APPROACH TO HEALTHCARE TM

WellCare Health Plans, Inc.8735 Henderson Road, Renaissance Two Tampa, FL 33634 (813) 290-6200

www.wellcare.com

Board of Directors

Neal MoszkowskiChairman of the Board,WellCare Health Plans,Inc.Co-CEO,TowerBrook Capital Partners L.P.

Todd S.FarhaPresident and Chief Executive Officer,WellCare Health Plans,Inc.

Regina HerzlingerNancy R.McPherson Professor

of Business Administration,Harvard Business School

Kevin HickeyIndependent consultant

Alif HouraniChairman and Chief Executive Officer,Pulse Systems,Inc.

Glen R.Johnson,M.D.President and Chief Executive Officer,Community Health Choice,Inc.

Ruben Jose King-Shaw,Jr.President,UBC Solutions

Christian P.MichalikManaging Director,Kinderhook Industries

Honorable Jane SwiftGeneral Partner,Arcadia Partners

Directors and Officers

Executive Officers

Todd S.FarhaPresident and Chief Executive Officer

Paul L.BehrensSenior Vice President and

Chief Financial Officer

Thaddeus BeredaySenior Vice President,General Counsel

and Secretary

David W.EricksonSenior Vice President and

Chief Information Officer

Ace Hodgin,M.D.Senior Vice President and

Chief Medical Officer

Kate Longworth-GentrySenior Vice President,Operations

Imtiaz (MT) SattaurPresident,Florida

Heath SchiesserSenior Vice President,Marketing

and Sales

Rupesh ShahSenior Vice President,Market Expansion

Randall D.ZomermaandSenior Vice President

(as of April 20,2005)