Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements:

The following consolidated financial statements of the Company are set forth in Part II, Item 8

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2013 and 2012

Consolidated Statements of Income for the years ended December 31, 2013, 2012, and 2011

Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2013, 2012 and 2011

Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

Notes to Consolidated Financial Statements

Financial Statement Schedule:

The following financial statement schedule of the Company is included in Item 15(c):

Schedule II—Condensed Financial Information of Registrant (Parent Company Only).

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore, have been omitted.

Exhibits:

A list of exhibits required to be filed as part of this report is set forth in the Index to Exhibits, which immediately precedes such exhibits, and is incorporated herein by reference.

(b) Exhibits

The response to this portion of Item 15 is submitted as a separate section of this report.

Schedule II—Condensed Financial Information of Registrant (Parent Company Only).

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Schedule II—Condensed Financial Information of Registrant

WellPoint, Inc. (Parent Company Only)

Balance Sheets



(In millions, except share data)	December 31, 2013		December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	1,174.5	$	588.1
Investments available-for-sale, at fair value:
Fixed maturity securities (amortized cost of $897.4 and $1,415.5)	900.4		1,425.9
Equity securities (cost of $52.6 and $26.7)	89.6		15.0
Other invested assets, current	1.9		1.6
Other receivables	35.6		37.7
Income taxes receivable	154.4		227.0
Net due from subsidiaries	893.4		—
Securities lending collateral	46.2		29.1
Deferred tax assets, net	11.8		7.9
Other current assets	183.1		145.7
Total current assets	3,490.9		2,478.0
Long-term investments available-for-sale, at fair value:
Equity securities (cost of $6.7 and $6.8)	6.7		6.8
Other invested assets, long-term	615.7		596.4
Property and equipment, net	148.3		110.2
Deferred tax assets, net	2.9		23.8
Investments in subsidiaries	35,516.2		35,462.2
Other noncurrent assets	152.3		218.9
Total assets	$	39,933.0	$	38,896.3
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	592.1	$	402.1
Security trades pending payable	28.9		17.7
Securities lending payable	46.2		29.1
Net due to subsidiaries	—		89.7
Current portion of long-term debt	518.0		—
Other current liabilities	213.4		214.6
Total current liabilities	1,398.6		753.2
Long-term debt, less current portion	13,548.6		14,145.9
Other noncurrent liabilities	220.6		194.5
Total liabilities	15,167.8		15,093.6
Commitments and contingencies—Note 5
Shareholders’ equity
Preferred stock, without par value, shares authorized—100,000,000; shares issued and outstanding—none	—		—
Common stock, par value $0.01, shares authorized—900,000,000; shares issued and outstanding: 293,273,830 and 304,715,144	2.9		3.0
Additional paid-in capital	10,765.2		10,853.5
Retained earnings	13,813.9		12,647.1
Accumulated other comprehensive income	183.2		299.1
Total shareholders’ equity	24,765.2		23,802.7
Total liabilities and shareholders’ equity	$	39,933.0	$	38,896.3

See accompanying notes.

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WellPoint, Inc. (Parent Company Only)

Statements of Income



	Years ended December 31
(In millions)	2013			2012			2011
Revenues
Net investment income	$	61.2		$	95.3		$	116.6
Net realized losses on investments	(83.2		)	(28.5		)	(17.9		)
Other-than-temporary impairment losses on investments:
Total other-than-temporary impairment losses on investments	(51.6		)	(15.3		)	(18.3		)
Portion of other-than-temporary impairment losses recognized in other comprehensive income	0.2			1.3			0.3
Other-than-temporary impairment losses recognized in income	(51.4		)	(14.0		)	(18.0		)
Other revenue	4.4			3.5			3.1
Total revenues	(69.0		)	56.3			83.8
Expenses
General and administrative expense	196.6			211.9			53.4
Interest expense	598.4			507.0			407.3
Loss on extinguishment of debt	145.3			—			—
Total expenses	940.3			718.9			460.7
Loss before income tax credits and equity in net income of subsidiaries	(1,009.3		)	(662.6		)	(376.9		)
Income tax credits	(369.7		)	(172.1		)	(207.0		)
Equity in net income of subsidiaries	3,129.3			3,146.0			2,816.6
Net income	$	2,489.7		$	2,655.5		$	2,646.7

See accompanying notes.

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WellPoint, Inc. (Parent Company Only)

Statements of Comprehensive Income



(in millions)	Years ended December 31
	2013			2012			2011
Net income	$	2,489.7		$	2,655.5		$	2,646.7
Other comprehensive (loss) income, net of tax:
Change in net unrealized gains/losses on investments	(294.7		)	189.9			20.6
Change in non-credit component of other-than-temporary impairment losses on investments	1.7			4.5			(0.7		)
Change in net unrealized gains/losses on cash flow hedges	3.0			0.1			(10.0		)
Change in net periodic pension and postretirement costs	172.7			(10.9		)	(119.8		)
Foreign currency translation adjustments	1.4			0.6			0.2
Other comprehensive (loss) income	(115.9		)	184.2			(109.7		)
Total comprehensive income	$	2,373.8		$	2,839.7		$	2,537.0

See accompanying notes.

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WellPoint, Inc. (Parent Company Only)

Statements of Cash Flows



(In millions)	Years ended December 31
	2013			2012			2011
Operating activities
Net income	$	2,489.7		$	2,655.5		$	2,646.7
Adjustments to reconcile net income to net cash provided by operating activities:
(Undistributed) distributed earnings of subsidiaries	(78.5		)	(432.0		)	399.3
Net realized losses on investments	83.2			28.5			17.9
Other-than-temporary impairment losses recognized in income	51.4			14.0			18.0
Loss on extinguishment of debt	145.3			—			—
Loss on disposal of assets	3.6			—			—
Deferred income taxes	(4.5		)	49.2			95.3
Amortization, net of accretion	25.2			23.2			3.1
Depreciation	45.7			13.1			0.3
Share-based compensation	146.0			146.5			134.8
Excess tax benefits from share-based compensation	(30.1		)	(28.8		)	(42.2		)
Changes in operating assets and liabilities, net of effect of business combinations:
Receivables, net	3.5			9.6			13.5
Other invested assets, current	(0.3		)	0.2			4.6
Other assets	42.3			(31.7		)	(52.0		)
Amounts due (from) to subsidiaries	(983.1		)	754.7			(497.2		)
Accounts payable and accrued expenses	111.8			(34.5		)	1.5
Other liabilities	(18.6		)	8.9			(0.9		)
Income taxes	83.9			(204.0		)	35.3
Net cash provided by operating activities	2,116.5			2,972.4			2,778.0
Investing activities
Purchases of investments	(1,964.3		)	(5,383.2		)	(2,681.7		)
Proceeds from sales, maturities, calls and redemptions of investments	2,443.3			5,554.5			3,689.6
Settlement of non-hedging derivatives	(109.8		)	(59.8		)	(96.6		)
Capitalization of subsidiaries	(121.2		)	(6,085.1		)	(832.1		)
Changes in securities lending collateral	(17.0		)	73.8			17.3
(Purchases) sales of property and equipment, net	(87.4		)	(117.1		)	2.3
Other, net	(18.9		)	(114.4		)	(49.6		)
Net cash provided by (used in) investing activities	124.7			(6,131.3		)	49.2
Financing activities
Net (repayments of) proceeds from commercial paper borrowings	(191.7		)	(229.0		)	463.7
Proceeds from long-term borrowings	1,250.0			6,468.9			1,097.4
Repayments of long-term borrowings	(1,245.0		)	(800.0		)	(700.0		)
Changes in securities lending payable	17.1			(72.7		)	(17.3		)
Changes in bank overdrafts	71.8			30.5			(66.9		)
Premiums paid on equity options	(25.8		)	—
Repurchase and retirement of common stock	(1,620.1		)	(2,496.8		)	(3,039.8		)
Cash dividends	(465.9		)	(380.9		)	(369.8		)
Proceeds from issuance of common stock under employee stock plans	524.7			110.8			245.0
Excess tax benefits from share-based compensation	30.1			28.8			42.2
Net cash (used in) provided by financing activities	(1,654.8		)	2,659.6			(2,345.5		)
Change in cash and cash equivalents	586.4			(499.3		)	481.7
Cash and cash equivalents at beginning of year	588.1			1,087.4			605.7
Cash and cash equivalents at end of year	$	1,174.5		$	588.1		$	1,087.4

See accompanying notes.

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WellPoint, Inc.

(Parent Company Only)

Notes to Condensed Financial Statements

December 31, 2013

(In Millions, Except Per Share Data)

Basis of Presentation and Significant Accounting Policies

In the parent company only financial statements of WellPoint, Inc., or WellPoint, WellPoint’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries. WellPoint’s share of net income of its unconsolidated subsidiaries is included in income using the equity method of accounting.

Certain amounts presented in the parent company only financial statements are eliminated in the consolidated financial statements of WellPoint.

Certain prior year amounts have been reclassified to conform to the current year presentation.

WellPoint’s parent company only financial statements should be read in conjunction with WellPoint’s audited consolidated financial statements and the accompanying notes included in this Form 10-K.

Subsidiary Transactions

Dividends from Subsidiaries

WellPoint received cash dividends from subsidiaries of $3,046.5, $2,935.1 and $2,915.9 during 2013, 2012 and 2011, respectively.

Dividends to Subsidiaries

Certain subsidiaries of WellPoint own shares of WellPoint common stock. WellPoint paid cash dividends to subsidiaries related to these shares of common stock in the amount of $17.9, $13.8 and $12.0 during 2013, 2012 and 2011, respectively.

Investments in Subsidiaries

Capital contributions to subsidiaries were $121.2, $6,085.1 and $832.1 during 2013, 2012 and 2011, respectively.

Amounts Due to and From Subsidiaries

At December 31, 2013 and 2012, WellPoint reported $893.4 due from subsidiaries and $89.7 payable to subsidiaries, respectively. The amounts due to or from subsidiaries primarily include amounts for allocated administrative expenses or cash held overnight at the parent level resulting from daily cash management activities. These items are routinely settled, and as such, are classified as current assets or liabilities.

Derivative Financial Instruments

The information regarding derivative financial instruments contained in Note 6, “Derivative Financial Instruments,” of the Notes to Consolidated Financial Statements of WellPoint and its subsidiaries is incorporated herein by reference.

Long-Term Debt

The information regarding long-term debt contained in Note 13, “Debt,” of the Notes to Consolidated Financial Statements of WellPoint and its subsidiaries is incorporated herein by reference.

Commitments and Contingencies

The information regarding commitments and contingencies contained in Note 14, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of WellPoint and its subsidiaries is incorporated herein by reference.

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Capital Stock

The information regarding capital stock contained in Note 15, “Capital Stock,” of the Notes to Consolidated Financial Statements of WellPoint and its subsidiaries is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements 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.



WELLPOINT, INC.

By:	/S/ JOSEPH R. SWEDISH
	Joseph R. Swedish Chief Executive Officer and Director

Dated: February 20, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date
/S/ JOSEPH R. SWEDISH	Chief Executive Officer and Director (Principal Executive Officer)	February 20, 2014
Joseph R. Swedish
/s/ WAYNE S. DEVEYDT	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 20, 2014
Wayne S. DeVeydt
/s/ JOHN E. GALLINA	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 20, 2014
John E. Gallina
/s/ GEORGE A. SCHAEFER, JR.	Chair of the Board	February 20, 2014
George A. Schaefer, Jr.
/s/ ROBERT L. DIXON, JR.	Director	February 20, 2014
Robert L. Dixon, Jr.
/s/ LEWIS HAY III	Director	February 20, 2014
Lewis Hay III
/s/ JULIE A. HILL	Director	February 20, 2014
Julie A. Hill
/s/ WARREN Y. JOBE	Director	February 20, 2014
Warren Y. Jobe
/s/ RAMIRO G. PERU	Director	February 20, 2014
Ramiro G. Peru
/s/ WILLIAM J. RYAN	Director	February 20, 2014
William J. Ryan
/s/ JOHN H. SHORT	Director	February 20, 2014
John H. Short
/s/ ELIZABETH E. TALLETT	Director	February 20, 2014
Elizabeth E. Tallett

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INDEX TO EXHIBITS



Exhibit Number		Exhibit

2.1	Stock and Interest Purchase Agreement dated April 9, 2009, by and between the Company and Express Scripts, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on April 13, 2009.

2.2	Agreement and Plan of Merger, dated as of July 9, 2012 by and among WellPoint, Inc., WellPoint Merger Sub, Inc. and AMERIGROUP Corporation, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 10, 2012.

	(a)	Amendment No. 1 to Agreement and Plan of Merger, dated as of October 2, 2012, by and among WellPoint, Inc., WellPoint Merger Sub, Inc. and AMERIGROUP Corporation, incorporated by reference to Exhibit 2.1(a) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

3.1	Articles of Incorporation of the Company, as amended effective May 17, 2011, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 20, 2011.

3.2	By-laws of the Company, as amended effective October 22, 2013, incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

4.1	Articles of Incorporation of the Company, as amended effective May 17, 2011 (Included in Exhibit 3.1).

4.2	By-laws of the Company, as amended effective October 22, 2013 (Included in Exhibit 3.2).

4.3	Specimen of Certificate of the Company’s common stock, $0.01 par value per share, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 28, 2005 (Registration No. 333-130743).

4.4	Indenture, dated as of December 9, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2004, SEC File No. 001-16751.

	(a)	Form of the Company’s 5.000% Notes due 2014 (included in Exhibit 4.4).

	(b)	Form of the Company’s 5.950% Notes due 2034 (included in Exhibit 4.4).

4.5	Indenture, dated as of January 10, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 11, 2006, SEC File No. 001-16751.

	(a)	Form of 5.25% Notes due 2016, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 11, 2006, SEC File No. 001-16751.

	(b)	Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 11, 2006, SEC File No. 001-16751.

	(c)	Form of 5.875% Notes due 2017, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 8, 2007, SEC File No. 001-16751.

	(d)	Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 8, 2007, SEC File No. 001-16751.

	(e)	Form of 7.000% Notes due 2019, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on February 5, 2009.

	(f)	Form of 4.350% Notes due 2020, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 12, 2010.

	(g)	Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2010.

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Exhibit Number			Exhibit

		(h)	Form of 2.375% Notes due 2017, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 15, 2011.

		(i)	Form of 3.700% Notes due 2021, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 15, 2011.

		(j)	Form of 3.125% Notes due 2022, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 7, 2012.

		(k)	Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 7, 2012.

		(l)	Form of 1.250% Notes due 2015, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

		(m)	Form of 1.875% Notes due 2018, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

		(n)	Form of 3.300% Notes due 2023, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

		(o)	Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 10, 2012.

		(p)	Form of 2.300% Notes due 2018, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 31, 2013.

		(q)	Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 31, 2013.

4.6		Indenture dated as of October 9, 2012 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 9, 2012.

		(a)	Form of the 2.750% Senior Convertible Debentures due 2042 (included in Exhibit 4.6).

4.7		Upon the request of the Securities and Exchange Commission, the Company will furnish copies of any other instruments defining the rights of holders of long-term debt of the Company or its subsidiaries.

10.1	*	Anthem 2001 Stock Incentive Plan, amended and restated as of January 1, 2003, incorporated by reference to Exhibit 10.1(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, SEC File No. 001-16751.

		(a)	Form of Stock Incentive Plan General Stock Option Grant Agreement as of March 1, 2006, incorporated by reference to Exhibit 10.1(b) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, SEC File No. 001-16751.

10.2	*	WellPoint Incentive Compensation Plan as amended and restated effective May 20, 2009, incorporated by reference to Exhibit 99 to the Company’s Registration Statement on Form S-8 filed June 8, 2009.

		(a)	First Amendment to WellPoint Incentive Compensation Plan effective December 8, 2010, incorporated by reference to Exhibit 10.2(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

		(b)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement under the 2006 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(j) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, SEC File No. 001-16751.

		(c)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2008 under the 2006 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(k) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, SEC File No. 001-16751.

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Exhibit Number			Exhibit

		(d)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2009 under the 2006 Incentive Compensation Plan, incorporated by reference to Exhibit 10.2(m) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, SEC File No. 001-16751.

		(e)	Form of Incentive Compensation Plan Non-Qualified Stock Option Award Agreement, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

		(f)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2(p) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

		(g)	Form of Incentive Compensation Plan Performance Share Award Agreement, incorporated by reference to Exhibit 10.2(q) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

		(h)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2(r) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

		(i)	Form of Incentive Compensation Plan Performance Share Award Agreement, incorporated by reference to Exhibit 10.2(s) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

		(j)	Form of Incentive Compensation Plan Performance Share Award Agreement, Grant A for 2012, incorporated by reference to Exhibit 10.2(p) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

		(k)	Form of Incentive Compensation Plan Performance Share Award Agreement, Grant B for 2012, incorporated by reference to Exhibit 10.2(q) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

		(l)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2(t) to the Company’s Current Report on Form 8-K filed on September 14, 2012.

		(m)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2013, incorporated by reference to Exhibit 10.2(s) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

		(n)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2013, incorporated by reference to Exhibit 10.2(t) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
		(o)	Form of Incentive Compensation Plan Performance Share Award Agreement for 2013, incorporated by reference to Exhibit 10.2(u) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

10.3	*	WellPoint, Inc. Comprehensive Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2014, incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

10.4	*	WellPoint, Inc. Executive Agreement Plan, amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

		(a)	Amendment to the WellPoint, Inc. Executive Agreement Plan effective as of April 1, 2009, incorporated by reference to Exhibit 10.4(a) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

		(b)	Second Amendment to the WellPoint, Inc. Executive Agreement Plan effective as of March 1, 2011, incorporated by reference to Exhibit 10.4(b) to the Company’s Current Report on Form 8-K filed on March 10, 2011.

		(c)	Third Amendment to the WellPoint, Inc. Executive Agreement Plan effective as of August 6, 2013, incorporated by reference to Exhibit 10.4(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

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Exhibit Number			Exhibit

10.5	*	WellPoint, Inc. Executive Salary Continuation Plan effective January 1, 2006, incorporated by reference to Exhibit 10.59 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, SEC File No. 001-016751.

10.6	*	WellPoint Directed Executive Compensation Plan amended effective January 1, 2014, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

10.7	*	WellPoint, Inc. Board of Directors Compensation Program, as amended effective May 15, 2013, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

10.8	*	WellPoint Board of Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2009, incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, SEC File No. 001-16751.

10.9	*	Amerigroup Corporation 2009 Equity Incentive Plan effective May 7, 2009, incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on December 26, 2012 (Registration No. 333-185675).

10.10	*	Employment Agreement between Anthem Insurance Companies, Inc. and Samuel R. Nussbaum, M.D., dated as of January 2, 2001 (with respect to Section 5(b) only), incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (Registration No. 333-67714).

		(a)	Amendment dated September 30, 2011 to Employment Agreement between Anthem Insurance Companies, Inc. and Samuel R. Nussbaum, M.D., dated as of January 2, 2001, incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

10.11	*	(a)	Form of Employment Agreement between the Company and each of the following: Ken R. Goulet and Samuel R. Nussbaum, M.D., incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, SEC File No. 001-16751.

		(b)	Form of Employment Agreement between the Company and Wayne S. DeVeydt, incorporated by reference to Exhibit A to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 2, 2006, SEC File No. 001-16751.

		(c)	Form of Employment Agreement between the Company and each of the following: John Cannon, Jose D. Tomas and Gloria McCarthy incorporated by reference to Exhibit A to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, SEC File No. 001-16751.

		(d)	Form of Employment Agreement between the Company and Joseph R. Swedish, incorporated by reference to Exhibit A to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2013.

10.12	*	Employment Agreement between WellPoint, Inc. and Richard C. Zoretic dated as of July 9, 2012 and effective December 24, 2012, incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

		(a)	First Amendment to Employment Agreement between WellPoint, Inc. and Richard C. Zoretic dated as of October 26, 2012 and effective December 24, 2012, incorporated by reference to Exhibit 10.16(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

		(b)	Second Amendment to Employment Agreement between WellPoint, Inc. and Richard C. Zoretic dated as of April 23, 2013, incorporated by reference to Exhibit 10.16(b) to the Company's Current Report on Form 8-K filed on April 23, 2013.

10.13		Blue Cross License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through June 21, 2012, incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

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Exhibit Number			Exhibit

10.14		Blue Shield License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through June 21, 2012, incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

10.15		Undertakings to California Department of Managed Health Care, dated October 15, 2012, delivered by Blue Cross of California, incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

10.16	*	Offer Letter, by and between WellPoint, Inc. and Joseph R. Swedish, dated as of February 6, 2013, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 12, 2013.

21		Subsidiaries of the Company.

23		Consent of Independent Registered Public Accounting Firm.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from WellPoint, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Shareholders’ Equity; (vi) the Notes to Consolidated Financial Statements and (vii) Financial Statement Schedule II.



*		Indicates management contracts or compensatory plans or arrangements.

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