UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

AMENDMENT NO. 1 TO

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Commission file number 1-14177

COBALT CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-1931212
(State of incorporation)	(I.R.S. Employer Identification No.)
401 West Michigan Street Milwaukee, Wisconsin	53203-2896
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (414) 226-6900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, no par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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 ý    No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Registration 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 this Form 10-K or any amendment to this Form 10-K.

As of February 28, 2002, there were outstanding 40,639,438 shares of Common Stock.  The aggregate market value of the shares of such stock held by non-affiliates of the registrant was $71,344,267 as of the same date, assuming solely for the purposes of this calculation that the Wisconsin United for Health Foundation, Inc. and all directors and executive officers of the Registrant are “affiliates.”  This determination of affiliate status is not necessarily a conclusive determination of other purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Cobalt Corporation Proxy Statement dated on or about

April 25, 2002 (Part III)

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Form 10-K filed by Cobalt Corporation (the "Registrant") on March 27, 2002.  This Form 10-K/A amends Item 6 of the Registrant's original Form 10-K filing only, and all other portions of the Registrant's original 10-K filing remain in effect.

ITEM 6.  Selected Consolidated Financial Data

The following selected financial data are derived from the consolidated financial statements of Cobalt .   The data should be read in conjunction with Cobalt’s consolidated financial statements, the related notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included herein.

	Years Ended December 31,
	2001			2000			1999				1998			1997
	(In thousands, except share data)
Statement of Operations Data:
Revenues:
Health services revenue:
Premium	$	1,262,145		$	538,080		$	418,949			$	361,965		$	345,903
Government contract fees	117,192			70,305			52,259				31,667			23,333
Other	59,383			24,715			25,970				25,302			20,606
Investment results	12,526			9,583			18,510				13,501			18,347
Total revenues	1,451,246			642,683			515,688				432,435			408,189
Expenses:
Medical and other benefits	1,121,357			497,822			376,814				297,885			297,979
Selling, general, administrative and other	323,377			176,878			158,187				133,153			119,036
Profit sharing on joint ventures	510			—			—				—			—
Interest	561			300			553				115			215
Amortization of goodwill	5,908			622			191				—			—
Total expenses	1,451,713			675,622			535,745				431,153			417,230
Operating income (loss)	(467		)	(32,939		)	(20,057		)		1,282			(9,041		)
Gain (loss) from investment in affiliates, net of tax	(22,724		)	(6,526		)	(22,690		)		3,991			6,857
Pretax income (loss)	(23,191		)	(39,465		)	(42,747		)		5,273			(2,184		)
Income tax expense (benefit)	(886		)	548			—				(78		)	(2,785		)
Net income (loss)	$	(22,305	)	$	(40,013	)	$	(42,747	)		$	5,351		$	601
Earnings (loss) per share: (1), (2)
Basic and diluted	$	(0.58	)	$	(1.28	)	$	(1.37	)		$	0.17		$	0.02
Weighted average shares outstanding:
Basic and diluted (1), (2)	38,434,459			31,313,390			31,313,390				31,313,390			31,313,390
Operating Statistics:
Loss ratio (3)	88.8		%	92.5		%	89.9		%	82.3			%	86.1		%
Selling, general, administrative and other expense ratio (4)	22.5		%	27.9		%	31.8		%	31.8			%	30.5		%
Net income (loss) margin (5)	(1.5%		)	(6.2%		)	(8.3%		)	1.2			%	0.1		%

	December 31,
	2001		2000		1999		1998		1997
	(In thousands)
Balance Sheet Data:
Cash and investments	$	243,617	$	45,678	$	57,383	$	109,447	$	104,261
Total assets	726,805		394,205		381,400		443,186		392,699
Note receivable from affiliate	—		70,000		70,000		70,000		70,000
Total shareholders’ equity	208,222		168,943		200,109		250,991		245,857

(1)When the Company reports a net loss, potentially dilutive securities are not included in the calculation of earnings per share (“EPS”) because their inclusion would have an antidilutive effect.

(2)The 31,313,390 shares of Cobalt stock issued to the Foundation were used to calculate EPS for all periods prior to the Combination.

(3)Represents medical and other benefits as a percentage of premium revenue.

(4)Represents selling, general, administrative and other expenses as a percentage of health services revenue.

(5)Represents net income (loss) as a percentage of total revenues.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 16, 2002	COBALT CORPORATION
	By:	/s/ Gail L. Hanson
		Gail L. Hanson Senior Vice President, Treasurer and Chief Financial Officer