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, 2014 and 2013

Consolidated Statements of Income for the years ended December 31, 2014, 2013, and 2012

Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

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

Anthem, Inc. (Parent Company Only)

Balance Sheets



(In millions, except share data)	December 31, 2014		December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	739.8	$	1,174.5
Investments available-for-sale, at fair value:
Fixed maturity securities (amortized cost of $1,798.8 and $897.4)	1,753.4		900.4
Equity securities (cost of $148.7 and $52.6)	206.7		89.6
Other invested assets, current	5.7		1.9
Other receivables	44.6		35.6
Income taxes receivable	227.9		154.4
Net due from subsidiaries	327.3		893.4
Securities lending collateral	224.8		46.2
Deferred tax assets, net	22.0		11.8
Other current assets	233.2		183.1
Total current assets	3,785.4		3,490.9
Long-term investments available-for-sale, at fair value:
Equity securities (cost of $6.6 and $6.7)	6.6		6.7
Other invested assets, long-term	654.5		615.7
Property and equipment, net	134.0		148.3
Deferred tax assets, net	—		2.9
Investments in subsidiaries	35,647.2		35,516.2
Other noncurrent assets	220.6		152.3
Total assets	$	40,448.3	$	39,933.0
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	599.9	$	592.1
Security trades pending payable	14.0		28.9
Securities lending payable	224.8		46.2
Current portion of long-term debt	625.0		518.0
Other current liabilities	280.1		213.4
Total current liabilities	1,743.8		1,398.6
Long-term debt, less current portion	14,102.3		13,548.6
Deferred tax liabilities, net	37.2		—
Other noncurrent liabilities	313.7		220.6
Total liabilities	16,197.0		15,167.8
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 - 268,109,932 and 293,273,830	2.7		2.9
Additional paid-in capital	10,062.3		10,765.2
Retained earnings	14,014.4		13,813.9
Accumulated other comprehensive income	171.9		183.2
Total shareholders’ equity	24,251.3		24,765.2
Total liabilities and shareholders’ equity	$	40,448.3	$	39,933.0

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Income



	Years ended December 31
(In millions)	2014			2013			2012
Revenues
Net investment income	$	87.4		$	61.2		$	95.3
Net realized losses on investments	(27.1		)	(83.2		)	(28.5		)
Other-than-temporary impairment losses on investments:
Total other-than-temporary impairment losses on investments	(35.5		)	(51.6		)	(15.3		)
Portion of other-than-temporary impairment losses recognized in other comprehensive income	7.0			0.2			1.3
Other-than-temporary impairment losses recognized in income	(28.5		)	(51.4		)	(14.0		)
Other revenue	4.8			4.4			3.5
Total revenues (losses)	36.6			(69.0		)	56.3
Expenses
General and administrative expense	20.3			196.6			211.9
Interest expense	597.8			598.4			507.0
Loss on extinguishment of debt	81.1			145.3			—
Total expenses	699.2			940.3			718.9
Loss before income tax credits and equity in net income of subsidiaries	(662.6		)	(1,009.3		)	(662.6		)
Income tax credits	(255.4		)	(369.7		)	(172.1		)
Equity in net income of subsidiaries	2,976.9			3,129.3			3,146.0
Net income	$	2,569.7		$	2,489.7		$	2,655.5

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Comprehensive Income



(in millions)	Years ended December 31
	2014			2013			2012
Net income	$	2,569.7		$	2,489.7		$	2,655.5
Other comprehensive (loss) income, net of tax:
Change in net unrealized gains/losses on investments	118.6			(294.7		)	189.9
Change in non-credit component of other-than-temporary impairment losses on investments	(3.9		)	1.7			4.5
Change in net unrealized gains/losses on cash flow hedges	(3.6		)	3.0			0.1
Change in net periodic pension and postretirement costs	(118.1		)	172.7			(10.9		)
Foreign currency translation adjustments	(4.3		)	1.4			0.6
Other comprehensive (loss) income	(11.3		)	(115.9		)	184.2
Total comprehensive income	$	2,558.4		$	2,373.8		$	2,839.7

See accompanying notes.

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Anthem, Inc. (Parent Company Only)

Statements of Cash Flows



(In millions)	Years ended December 31
	2014			2013			2012
Operating activities
Net income	$	2,569.7		$	2,489.7		$	2,655.5
Adjustments to reconcile net income to net cash provided by operating activities:
Distributed (undistributed) earnings of subsidiaries	244.3			(78.5		)	(432.0		)
Net realized losses on investments	27.1			83.2			28.5
Other-than-temporary impairment losses recognized in income	28.5			51.4			14.0
Loss on extinguishment of debt	81.1			145.3			—
Loss on disposal of assets	3.9			3.6			—
Deferred income taxes	52.7			(4.5		)	49.2
Amortization, net of accretion	17.5			25.2			23.2
Depreciation expense	67.4			45.7			13.1
Share-based compensation	168.9			146.0			146.5
Excess tax benefits from share-based compensation	(46.4		)	(30.1		)	(28.8		)
Changes in operating assets and liabilities, net of effect of business combinations:
Receivables, net	(16.6		)	3.5			9.6
Other invested assets, current	(3.8		)	(0.3		)	0.2
Other assets	55.6			42.3			(31.7		)
Amounts due from/to subsidiaries	566.1			(983.1		)	754.7
Accounts payable and accrued expenses	(111.4		)	111.8			(34.5		)
Other liabilities	(113.8		)	(18.6		)	8.9
Income taxes	(36.0		)	83.9			(204.0		)
Net cash provided by operating activities	3,554.8			2,116.5			2,972.4
Investing activities
Purchases of investments	(1,819.3		)	(1,964.3		)	(5,383.2		)
Proceeds from sales, maturities, calls and redemptions of investments	820.7			2,443.3			5,554.5
Settlement of non-hedging derivatives	(67.4		)	(109.8		)	(59.8		)
Capitalization of subsidiaries	(321.8		)	(121.2		)	(6,085.1		)
Changes in securities lending collateral	(178.8		)	(17.0		)	73.8
Purchases of property and equipment, net of sales	(57.0		)	(87.4		)	(117.1		)
Other, net	(38.0		)	(18.9		)	(114.4		)
Net cash (used in) provided by investing activities	(1,661.6		)	124.7			(6,131.3		)
Financing activities
Net repayments of commercial paper borrowings	(379.2		)	(191.7		)	(229.0		)
Proceeds from long-term borrowings	2,700.0			1,250.0			6,468.9
Repayments of long-term borrowings	(1,730.1		)	(1,245.0		)	(800.0		)
Changes in securities lending payable	178.6			17.1			(72.7		)
Changes in bank overdrafts	55.5			71.8			30.5
Premiums paid on equity options	—			(25.8		)	—
Repurchase and retirement of common stock	(2,998.8		)	(1,620.1		)	(2,496.8		)
Cash dividends	(501.6		)	(465.9		)	(380.9		)
Proceeds from issuance of common stock under employee stock plans	301.3			524.7			110.8
Excess tax benefits from share-based compensation	46.4			30.1			28.8
Net cash (used in) provided by financing activities	(2,327.9		)	(1,654.8		)	2,659.6
Change in cash and cash equivalents	(434.7		)	586.4			(499.3		)
Cash and cash equivalents at beginning of year	1,174.5			588.1			1,087.4
Cash and cash equivalents at end of year	$	739.8		$	1,174.5		$	588.1

See accompanying notes.

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Anthem, Inc.

(Parent Company Only)

Notes to Condensed Financial Statements

December 31, 2014

(In Millions, Except Per Share Data)

Basis of Presentation and Significant Accounting Policies

In the parent company only financial statements of Anthem, Inc., or Anthem, Anthem’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries. Anthem’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 Anthem.

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

Subsidiary Transactions

Dividends from Subsidiaries

Anthem received cash dividends from subsidiaries of $3,234.5, $3,046.5 and $2,935.1 during 2014, 2013 and 2012, respectively.

Dividends to Subsidiaries

Certain subsidiaries of Anthem own shares of Anthem common stock. Anthem paid cash dividends to subsidiaries related to these shares of common stock in the amount of $20.9, $17.9 and $13.8 during 2014, 2013 and 2012, respectively.

Investments in Subsidiaries

Capital contributions to subsidiaries were $321.8, $121.2 and $6,085.1 during 2014, 2013 and 2012, respectively.

Amounts Due to and From Subsidiaries

At December 31, 2014 and 2013, Anthem reported $327.3 and $893.4 due from 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 5, “Derivative Financial Instruments,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

Long-Term Debt

The information regarding long-term debt contained in Note 12, “Debt,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

Commitments and Contingencies

The information regarding commitments and contingencies contained in Note 13, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of Anthem and its subsidiaries is incorporated herein by reference.

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Capital Stock

The information regarding capital stock contained in Note 14, “Capital Stock,” of the Notes to Consolidated Financial Statements of Anthem 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.



ANTHEM, INC.

By:	/s/ JOSEPH R. SWEDISH
	Joseph R. Swedish President and Chief Executive Officer

Dated: February 24, 2015

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	President and Chief Executive Officer, Director (Principal Executive Officer)	February 24, 2015
Joseph R. Swedish
/s/ WAYNE S. DEVEYDT	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 24, 2015
Wayne S. DeVeydt
/s/ JOHN E. GALLINA	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 24, 2015
John E. Gallina
/s/ GEORGE A. SCHAEFER, JR.	Chair of the Board	February 24, 2015
George A. Schaefer, Jr.
/s/ R. KERRY CLARK	Director	February 24, 2015
R. Kerry Clark
/s/ ROBERT L. DIXON, JR.	Director	February 24, 2015
Robert L. Dixon, Jr.
/s/ LEWIS HAY III	Director	February 24, 2015
Lewis Hay III
/s/ JULIE A. HILL	Director	February 24, 2015
Julie A. Hill
/s/ RAMIRO G. PERU	Director	February 24, 2015
Ramiro G. Peru
/s/ WILLIAM J. RYAN	Director	February 24, 2015
William J. Ryan
/s/ JOHN H. SHORT	Director	February 24, 2015
John H. Short
/s/ ELIZABETH E. TALLETT	Director	February 24, 2015
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, SEC File No. 001-16751.

2.2	Agreement and Plan of Merger, dated as of July 9, 2012 by and among WellPoint, Inc. (now known as "Anthem, 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. (now known as "Anthem, 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	Amended and Restated Articles of Incorporation of the Company, as amended effective December 2, 2014, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 2, 2014.

3.2	By-laws of the Company, as amended effective December 2, 2014, incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on December 2, 2014.

4.1	Amended and Restated Articles of Incorporation of the Company, as amended effective December 2, 2014 (included in Exhibit 3.1).

4.2	By-laws of the Company, as amended effective December 2, 2014 (Included in Exhibit 3.2).

4.3	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 5.950% Notes due 2034 (included in Exhibit 4.3).

4.4	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 5.85% 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.

	(b)	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.

	(c)	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.

	(d)	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, SEC File No. 001-16751.

	(e)	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.

	(f)	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.

	(g)	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.

	(h)	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.

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Exhibit Number			Exhibit

		(i)	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.

		(j)	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.

		(k)	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.

		(l)	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.

		(m)	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.

		(n)	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.

		(o)	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.

		(p)	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.

		(q)	Form of 2.250% Notes due 2019, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(r)	Form of 3.500% Notes due 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(s)	Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

		(t)	Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

4.5		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 4.5).

4.6		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	*	Anthem Incentive Compensation Plan, as amended and restated effective December 2, 2014, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 2, 2014.

		(a)	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.

		(b)	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


		(c)	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.

		(d)	Form of Incentive Compensation Plan Nonqualified 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.

		(e)	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.

		(f)	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.

		(g)	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.

		(h)	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.

		(i)	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.
		(j)	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.

		(k)	Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2014, incorporated by reference to Exhibit 10.2(p) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

		(l)	Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2014, incorporated by reference to Exhibit 10.2(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

		(m)	Form of Incentive Compensation Plan Performance Share Award Agreement for 2014, incorporated by reference to Exhibit 10.2(r) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

10.3	*	Anthem, Inc. Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective December 2, 2014.

10.4	*	Anthem, Inc. Executive Agreement Plan, amended and restated effective December 2, 2014.

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 14, 2014, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

10.8	*	Anthem Board of Directors’ Deferred Compensation Plan, as amended and restated effective December 2, 2014.

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Exhibit Number			Exhibit

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: Jose D. Tomas, Gloria McCarthy, Peter D. Haytaian, Martin Silverstein, M.D. and Thomas C. Zielinski 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 the Company 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, filed on February 22, 2013.

		(a)	First Amendment to Employment Agreement between the Company 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, filed on February 22, 2013.

		(b)	Second Amendment to Employment Agreement between the Company 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 November 21, 2014.

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 November 21, 2014.

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.

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Exhibit Number		Exhibit

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 Anthem, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, 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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