<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
Commission File Number 01-14340
SALARY DEFERRAL SAVINGS PROGRAM OF BLUE CROSS OF CALIFORNIA
WELLPOINT HEALTH NETWORKS INC.
21555 Oxnard Street
Woodland Hills, California 91367
---------
<PAGE> 2
REQUIRED INFORMATION
The statement of net assets available for benefits as of December 31, 1995 and
1994 and the related statement of changes in net assets available for benefits
for the year ended December 31, 1995, together with the Report and Consent of
Independent Accountants, are attached and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Savings Committee has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
SALARY DEFERRAL SAVINGS PROGRAM
OF
BLUE CROSS OF CALIFORNIA
-------------------------------
(Plan)
Signatures Title Date
---------- ----- ----
/s/ Yon Y. Jorden Plan Administrative June 27, 1996
_________________________ Committee Member
Yon Y. Jorden
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
---------
To the Retirement Committee of
Blue Cross of California:
We have audited the accompanying statements of net assets available for
benefits of the Salary Deferral Savings Program of Blue Cross of California
(the "Program") as of December 31, 1995 and 1994, and the related statement of
changes in net assets available for benefits for the year ended December 31,
1995. These financial statements are the responsibility of the Program's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Program at
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
April 12, 1996
2
<PAGE> 4
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As Of December 31, 1995 And 1994
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
A S S E T S:
WellPoint Common Stock Fund (cost $3,994,727 and
$3,430,580 at December 31, 1995 and 1994,
respectively) $ 4,054,791 $ 3,158,916
Investments in mutual funds:
Vanguard Wellington Fund (cost $29,898,836 and
$25,754,557 at December 31, 1995 and 1994,
respectively) 35,847,969 25,561,687
Vanguard Explorer Fund (cost $1,486,360 and
$790,773 at December 31, 1995 and 1994,
respectively) 1,581,921 773,567
Vanguard Money Market Reserves Prime Portfolio
Fund (cost $36,134,097 and $32,078,786 at
December 31, 1995 and 1994, respectively) 36,134,097 32,078,786
Vanguard Index Trust 500 Portfolio Fund (cost
$22,174,386 and $18,373,435 at December 31,
1995 and 1994, respectively) 29,165,779 19,286,282
Vanguard Primecap Fund (cost $7,806,002 and
$2,656,108 at December 31, 1995 and 1994,
respectively) 8,902,349 2,695,307
Vanguard U.S. Growth Portfolio Fund (cost
$5,057,344 and $2,806,785 at December 31, 1995
and 1994, respectively) 6,147,203 2,880,554
Vanguard Bond Index Fund - Total Bond Market
Portfolio (cost $2,495,902 and $1,673,191 at
December 31, 1995 and 1994, respectively) 2,598,165 1,575,127
Participant loans receivable 12,335,940 10,526,661
------------ -----------
136,768,214 98,536,887
Contributions receivable:
Employer 280,045 233,199
Employee 236,907 396,733
Loan payment due 97,368 172,865
------------ -----------
614,320 802,797
------------ -----------
Net assets available for benefits $137,382,534 $99,339,684
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For The Year Ended December 31, 1995
<TABLE>
<S> <C>
Additions:
Investment income:
Interest and dividends $5,098,125
Interest on participant loans receivable 876,167
Net appreciation in fair value of investments 16,892,831
-----------
Total investment income 22,867,123
Contributions:
Employer 7,467,403
Employee 12,628,049
Rollovers 1,236,816
-----------
Total contributions 21,332,268
-----------
Total additions 44,199,391
-----------
Deductions:
Distributions to participants 6,139,071
Administrative expenses 17,470
-----------
Total deductions 6,156,541
-----------
Net increase 38,042,850
Net assets available for benefits:
Beginning of year 99,339,684
-----------
End of year $137,382,534
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS
---------
1. Program Description:
The following description of the Salary Deferral Savings Program of
Blue Cross of California (the "Program") provides only general
information. Participants should refer to the Program document or
summary plan description for a more complete description of the
Program's provisions.
General
On April 1, 1984, Blue Cross of California (the "Company") adopted the
Salary Deferral Savings Program sponsored by the Blue Cross and Blue
Shield Association. The Program commenced on July 1, 1984 and is a
defined contribution plan covering all employees of Blue Cross of
California and certain of its affiliates who are at least 18 years of
age (prior to March 1, 1994, the eligible age was 21). It is subject
to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions
Any eligible employee may elect to have the employer reduce their
compensation by an amount of between 2% and 15% and to have such
amount contributed under the Program. The Program's provisions
stipulate that the employer will provide a matching contribution on
the first 6% of eligible employee contributions of an amount equal to
75% of the participant's contribution. Effective January 1, 1994 the
contribution rate is increased to 85% for employees with 10 to 19
years of service and to 100% for employees with 20 or more years of
service.
Contributions by employees to all qualified retirement plans in which
they participate are limited to a maximum of 25% of their total annual
compensation, and subject to a maximum annual salary deferral
limitation of $9,240 per year for 1995 and 1994 (as defined by the
Internal Revenue Code and subject to an annual cost-of-living
adjustment).
Continued
5
<PAGE> 7
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
1. Program Description, Continued:
Participant Accounts
Each participant's account is credited with the participant's salary
deferral contribution, the employer's matching contribution, any
special contributions, rollover contributions, and an allocation of
fund earnings and is reduced by participant withdrawals and
administrative expenses. Investment income, including gains and
losses, and administrative expenses are allocated to each
participant's account on a daily basis in the proportion that the
value of each participant's account on that date bears to the value
(excluding current fund earnings) of the accounts of all participants.
Vesting
Participants are immediately 100% vested in both employee and employer
contributions and any earnings thereon.
Investment Options
Investments of the Program managed by Vanguard consist primarily of
interests in seven mutual funds and the Class A Common Stock of
WellPoint Health Networks Inc. (WellPoint Common Stock Fund), a
majority-owned subsidiary of Blue Cross of California. The WellPoint
Common Stock Fund is valued at the quoted stock price on the last
business day of the year. Registration statements on Form S-8 have
been filed with the SEC to register the shares to be included as an
investment option. The mutual funds are as follows:
- Vanguard Wellington Fund - This fund invests approximately 60%
in common and preferred stocks of large, stable companies and
40% of the fund is invested in fixed-income securities,
including high grade bonds and money market investments.
- Vanguard Explorer Fund - This fund invests primarily in the
common stocks of relatively small, unseasoned or embryonic
companies.
- Vanguard Money Market Reserves Prime Portfolio Fund - This
fund invests in a combination of certificates of deposit,
treasury bills, and commercial paper and other short-term
corporate obligations, with maximum maturities of one year or
less.
Continued
6
<PAGE> 8
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
1. Program Description, Continued:
Investment Options, Continued
- Vanguard Index Trust 500 Portfolio Fund - This fund invests in
all the stocks included in the S&P 500 Index in approximately
the same proportions as they are represented in the S&P 500
Index.
- Vanguard Primecap Fund - This fund invests primarily in common
stocks selected on the basis of consistency of earnings growth
and quality of management.
- Vanguard U.S. Growth Portfolio Fund - This fund invests
primarily in seasoned U.S. companies whose prospects for
growth are believed to be favorable and emphasizes U.S. Growth
stocks.
- Vanguard Bond Index Fund - This fund invests primarily in
bonds and other fixed-income securities and seeks to match the
total return of the Lehman Brothers Aggregate Bond Index.
Payment Of Benefits
Participants who leave the Company as a result of termination,
retirement or permanent disability will receive a lump-sum payment of
the entire value of their account. Current employees may request to
withdraw all or a portion of their salary deferral and rollover
account in the event of financial hardship, subject to limitations
imposed by federal law. Distributions due to financial hardship must
be for at least $1,000, be approved by the Program Administrator, and
are payable only to the extent of the amount of the hardship
(including the amount necessary to pay federal, state and local income
tax and penalties reasonably expected to result from the hardship).
Participant Loans Receivable
In compliance with the Program document, participants are allowed to
borrow against their account balances. These borrowings are referred
to as participant loans receivable on the financial statements and
participants are restricted as to the amount that they can borrow.
Participant loans are stated on the financial statements at net
realizable value. The interest rate charged for participant loans is
based on the prevailing rates charged on similar loans by commercial
lenders.
Continued
7
<PAGE> 9
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
2. Significant Accounting Policies:
Basis Of Presentation
The financial statements of the Program are prepared under the accrual
method of accounting.
Investment Valuation And Income Recognition
Contributions made by or on behalf of participants are invested at the
direction of each participant by the Program trustee in one or more of
the investment funds. Each fund is divided into units of
participation and the interest of each participant in such fund is
evidenced by the number of units and portions thereof in such fund.
Each unit in a fund represents an equal beneficial interest in the
fund. Vanguard determines the total fair market value of all assets
held in each fund daily and, thereby, the value of each unit is
determined by dividing the total fair market value of all assets in
each fund by the total number of units in that fund.
Participants can choose to allocate their contributions and account
balances to any or all of the funds. Participants may transfer their
vested balances, or a portion thereof, from one fund to another on a
daily basis. Participants may also elect to change where their new
contributions will be invested.
Security transactions are accounted for on the date securities are
purchased or sold (trade date). Interest income is recognized when
earned. Net gains and losses from securities transactions are
computed using the average-cost method based on the beginning market
value. Contributions are recognized based on payroll dates and
accrued, if applicable.
In the statement of changes in net assets available for benefits, the
Program presents the net appreciation (depreciation) in the fair value
of investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on these investments.
Payment Of Benefits
Benefits are recorded when paid.
Continued
8
<PAGE> 10
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
3. Changes In Net Assets For Benefits, By Fund:
During the year ended December 31, 1995, the participant account
balances allocated to each fund changed as follows:
<TABLE>
<CAPTION>
WellPoint Vanguard
Common Vanguard Vanguard Money Market
Stock Wellington Explorer Reserves Prime
Fund Fund Fund Portfolio
---------- ------------ ----------- --------------
<S> <C> <C> <C> <C>
Additions:
Interest and dividend income - $1,720,574 $120,156 $1,959,738
Interest on participant loans receivable - - - -
Net appreciation in fair value of
investments $427,103 6,740,693 125,280 -
Contributions:
Employer 274,227 1,943,532 145,608 2,234,366
Employee 485,510 3,315,819 285,186 3,701,203
Employee rollovers 139,387 170,303 62,232 270,793
---------- ------------ -------- ----------
Total additions (deductions) 1,326,227 13,890,921 738,462 8,166,100
---------- ------------ -------- ----------
Deductions:
Distributions to participant 154,825 1,663,705 36,477 1,717,955
Administrative expenses 30 3,890 40 12,380
---------- ------------ -------- ----------
Total deductions 154,855 1,667,595 36,517 1,730,335
Transfers between funds, net (275,497) (1,937,044) 106,409 (2,380,454)
---------- ------------ -------- ----------
Net additions 895,875 10,286,282 808,354 4,055,311
Balance at December 31, 1994 3,158,916 25,561,687 773,567 32,078,786
---------- ------------ -------- ----------
Balance at December 31, 1995 $4,054,791 $35,847,969 $1,581,921 $36,134,097
========== =========== ========== ===========
Number of participants 1,161 2,549 370 2,370
===== ===== ====== =====
<CAPTION>
Vanguard
Index Vanguard Vanguard Vanguard
Trust 500 Primecap U.S. Growth Bond Index
Portfolio Fund Portfolio Fund
------------- ---------- ------------- --------------
<S> <C> <C> <C> <C>
Additions:
Interest and dividend income $654,467 $255,730 $247,139 $140,321
Interest on participant loans receivable - - - -
Net appreciation in fair value of
investments 6,873,915 1,376,805 1,141,379 207,656
Contributions:
Employer 1,482,111 603,134 489,559 248,019
Employee 2,523,899 1,148,233 885,038 442,987
Employee rollovers 220,334 223,239 91,899 58,629
---------- ------------ --------- ---------
Total additions (deductions) 11,754,726 3,607,141 2,855,014 1,097,612
---------- ------------ --------- ---------
Deductions:
Distributions to participant 1,268,622 302,391 227,874 147,523
Administrative expenses 500 270 340 20
---------- ------------ --------- ---------
Total deductions 1,269,122 302,661 228,214 147,543
Transfers between funds, net (606,107) 2,902,562 639,849 72,969
---------- ------------ --------- ---------
Net additions 9,879,497 6,207,042 3,266,649 1,023,038
Balance at December 31, 1994 19,286,282 2,695,307 2,880,554 1,575,127
---------- ------------ --------- ---------
Balance at December 31, 1995 $29,165,779 $8,902,349 $6,147,203 $2,598,165
========== ========= ========= =========
Number of participants 2,157 924 981 690
===== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Loan Fund Receivables Total
--------- ----------- -----
<S> <C> <C> <C>
Additions:
Interest and dividend income - - $5,098,125
Interest on participant loans receivable $876,167 - 876,167
Net appreciation in fair value of
investments - - 16,892,831
Contributions:
Employer - $46,847 7,467,403
Employee - (159,826) 12,628,049
Employee rollovers - - 1,236,816
---------- ------------ ---------
Total additions (deductions) 876,167 (112,979) 44,199,391
---------- ------------ ---------
Deductions:
Distributions to participant 619,699 - 6,139,071
Administrative expenses - - 17,470
---------- ------------ ---------
Total deductions 619,699 - 6,156,541
Transfers between funds, net 1,552,811 (75,498) -
---------- ------------ ---------
Net additions 1,809,279 (188,477) 38,042,850
Balance at December 31, 1994 10,526,661 802,797 99,339,684
---------- ------- ----------
Balance at December 31, 1995 $12,335,940 $614,320 $137,382,534
========== ======= ===========
Number of participants 1,582
=====
</TABLE>
Continued
9
<PAGE> 11
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
4. Program Termination:
The Company expects the Program to be continued indefinitely, but
reserves the right to amend or terminate the Program in writing at any
time. The accounts of participants affected by a partial or complete
termination of the Program are nonforfeitable and will be determined
as of the valuation date immediately preceding the date the Company
designates as the date of termination.
5. Expenses Of The Program:
Effective January 1, 1988 due to a Program amendment, the Program pays
for most of the administrative and recordkeeping costs. Participants
are charged for their pro rata portion of such costs.
Investment advisory fees for portfolio management of Vanguard Funds
are paid directly from fund earnings and they are included in the fund
expense ratio. Purchase fees, if applicable, are paid by the
participants investing in those funds which are subject to such fees.
The Company provides certain administrative services to the Program at
no cost. Certain administrative costs of the Program are paid by the
Company, which is a party-in-interest. These costs are not reflected
in these financial statements and constitute exempt transactions under
ERISA.
6. Tax Status Of The Program:
The Program, as amended in 1987 and 1990, received a favorable
determination letter from the Internal Revenue Service in November
1995 that the Program constitutes a qualified trust under Section
401(a) of the Internal Revenue Code (the "Code") and is exempt from
federal income taxes under provisions of Section 501(a).
Under the provisions of Section 401(k) of the Code, contributions to
the Program are not taxable to the participants until distributed.
Continued
10
<PAGE> 12
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
7. Subsequent Events (Unaudited):
On May 20, 1996, the Company concluded a series of transactions
(collectively, the "Recapitalization") to recapitalize its publicly
traded, majority-owned subsidiary, WellPoint Health Networks Inc., a
Delaware corporation ("Old WellPoint"), pursuant to the Amended and
Restated Recapitalization Agreement dated as of March 31, 1995 (the
"Amended Recapitalization Agreement"), by and among Old WellPoint, the
Company, Western Health Partnerships (the "Health Foundation") and
Western Foundation for Health Improvement (the "Western Foundation").
In connection with the Recapitalization, (a) Old WellPoint distributed
an aggregate of $995.0 million by means of special dividend of $10.00
per share to the record holders of its Class A and Class B Common Stock
as of May 15, 1996, (b) the Company, the sole shareholder of Old
WellPoint's Class B Common Stock, donated its portion of such dividend
($800.0 million) to the Western Foundation, (c) the Company donated its
assets, other than the shares of the Old WellPoint Class B Common Stock
held by the Company and the Company's commercial operations (the "BCC
Commercial Operations"), to the Health Foundation, (d) the Company
changed its status from a California nonprofit public benefit
corporation to a California for-profit business corporation, in
conformity with the terms and orders of the California Department of
Corporations, by means of filing amended and restated articles of
incorporation with the California Secretary of State, immediately
following which the Company issued to the Health Foundation 53,360,000
shares of its common stock and (e) Old WellPoint merged with and into
the Company (the "Merger"), with the resulting entity changing its name
to WellPoint Health Networks Inc. In connection with the Merger, (i)
each outstanding share of Old WellPoint's Class A Common Stock was
converted into 0.667 shares of the Company's common stock and (ii) the
outstanding shares of the Company's common stock issued to the Health
Foundation prior to the Merger were converted into 53,360,000 shares of
the post-merger Company's common stock and a cash payment of $235.0
million to reflect the value of the BCC Commercial Operations. The BCC
Commercial Operations consisted of, among other things, the health care
lines of business conducted by Blue Cross of California, substantially
all agreements with health care providers that provided services to
enrollees of Blue Cross of California on hand at the time of closing of
the Recapitalization.
In connection with the Recapitalization, the Company has transferred
responsibility for the administration of the Program to WellPoint
Health Networks Inc. The operations of the Program are not expected to
be impacted by the acquisition of the BCC Commercial Operations. The
Company intends to continue the BCC Commercial Operations in
substantially the same manner as they were conducted by Blue Cross of
California prior to the Recapitalization. By virtue of the Merger and
the exchange of shares of Old WellPoint for those of the Company, as of
May 20, 1996 (the effective time of the Merger), there were a total of
66,366,500 shares of the Company's Common Stock outstanding, of which
53,360,000 shares (or approximately 80.4%) were held beneficially by
the Health Foundation. Under the terms of the Recapitalization, the
Health Foundation anticipates that it may reduce its voting power in
New WellPoint to less than 20% within three years of the
Recapitalization and to less than 5% within five years, either through
sales of shares or by deposit into a voting trust.
Continued
11
<PAGE> 13
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
NOTES TO FINANCIAL STATEMENTS, Continued
---------
7. Subsequent Events (Unaudited), Continued:
On March 31, 1996, WellPoint acquired the Life and Health Benefits
Management Division of Massachusetts Mutual Life Insurance Company
("UL&H"). Subsequent to the purchase, UL&H became a participant in
the Salary Deferral Savings Program of Blue Cross of California. The
assets held in the UL&H 401(k) plan were transferred to the Program
maintained by Vanguard.
12
<PAGE> 14
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT***
December 31, 1995
<TABLE>
<CAPTION>
(c) Description Of Investment,
Including Maturity Date,
(b) Identity Of Issue, Borrower, Rate Of Interest, Collateral (e) Current
(a) Lessor Or Similar Party Par, Or Maturity Value (d) Cost Value
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
** WellPoint Common Stock Fund 442,180 shares 3,994,727 $ 4,054,791
* Vanguard Wellington Fund 1,467,375 shares 29,898,836 35,847,969
* Vanguard Explorer Fund 31,670 shares 1,486,360 1,581,921
* Vanguard Money Market Reserves 36,134,097 shares 36,134,097 36,134,097
Prime Portfolio
* Vanguard Index Trust 500 Portfolio 506,350 shares 22,174,386 29,165,779
* Vanguard Primecap Fund 339,396 shares 7,806,002 8,902,349
* Vanguard U.S. Growth Portfolio 302,074 shares 5,057,344 6,147,203
* Vanguard Bond Index Fund 256,229 shares 2,495,902 2,598,165
Loan term varies up to thirty years;
Participant loans receivable interest rate 4.6% - 10.9%;
collateralized by the participant's
account balance. - 12,335,940
------------ ------------
$109,047,654 $136,768,214
============ ============
</TABLE>
* Custodian for the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
** Sponsor of the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
*** Under ERISA, an asset held for investment purposes is any asset held
by the Plan on the last day of the Plan's fiscal year or acquired at
any time during the Plan's fiscal year and disposed of at any time
before the last day of the Plan's fiscal year, with certain
exceptions.
13
<PAGE> 15
SALARY DEFERRAL SAVINGS PROGRAM OF
BLUE CROSS OF CALIFORNIA
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS*
For The Year Ended December 31, 1995
<TABLE>
<CAPTION>
(b) Description Of Assets
(Including Interest Rate And (c) Purchase (d) Selling
(a) Identity Of Party Involved Maturity In Case Of A Loan) Price Price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Vanguard
Fidelity Trust Co. (1) Wellington Mutual Fund (209 purchases) $10,833,394 -
Vanguard
Fidelity Trust Co. (1) Prime Portfolio Mutual Fund (249 purchases) 18,420,879 -
Vanguard
Fidelity Trust Co. (1) Index 500 Portfolio Mutual Fund (198 purchases) 8,999,615 -
Vanguard
Fidelity Trust Co. (1) Primecap Mutual Fund (209 purchases) 8,496,623 -
Vanguard
Fidelity Trust Co. (1) U.S. Growth Mutual Fund (165 purchases) 3,406,864 -
Vanguard
Fidelity Trust Co. (1) Wellington Mutual Fund (246 sales) - $7,287,805
Vanguard
Fidelity Trust Co. (1) Prime Portfolio Mutual Fund (251 sales) - 14,365,540
Vanguard
Fidelity Trust Co. (1) Index 500 Portfolio Mutual Fund (243 sales) - 5,994,032
Vanguard
Fidelity Trust Co. (1) Primecap Mutual Fund (183 sales) - 3,666,386
Vanguard
Fidelity Trust Co. (1) U.S. Growth Mutual Fund (208 sales) - 1,281,595
WellPoint Health
Networks Inc. (2) Common Stock Fund (142 purchases) 4,201,631 -
WellPoint Health
Networks Inc. (2) Common Stock Fund (230 sales) - 3,732,859
<CAPTION>
(f) Expense (h) Current Value
(e) Lease Incurred With Of Asset On (i) Net Gain
(a) Identity Of Party Involved Rental Transaction (g) Cost Of Asset Transaction Date Or (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vanguard
Fidelity Trust Co. (1) - - $10,833,394 $10,833,394 -
Vanguard
Fidelity Trust Co. (1) - - 18,420,879 18,420,879 -
Vanguard
Fidelity Trust Co. (1) - - 8,999,615 8,999,615 -
Vanguard
Fidelity Trust Co. (1) - - 8,496,623 8,496,623 -
Vanguard
Fidelity Trust Co. (1) - - 3,406,864 3,406,864 -
Vanguard
Fidelity Trust Co. (1) - - 6,689,115 7,287,805 $598,690
Vanguard
Fidelity Trust Co. (1) - - 14,365,540 14,365,540 -
Vanguard
Fidelity Trust Co. (1) - - 5,198,664 5,994,032 795,368
Vanguard
Fidelity Trust Co. (1) - - 3,346,729 3,666,386 319,657
Vanguard
Fidelity Trust Co. (1) - - 1,156,306 1,281,595 125,289
WellPoint Health
Networks Inc. (2) - - 4,201,631 4,201,631 -
WellPoint Health
Networks Inc. (2) - - 3,637,484 3,732,859 95,375
</TABLE>
(1) Custodian for the Plan and, therefore, a party-in-interest for which
a statutory exemption exists.
(2) Sponsor of the Plan and, therefore, a party-in-interest for which a
statutory exemption exists.
* Under ERISA, a reportable transaction is defined as a transaction or
series of transactions during the Plan year that involves more than
5% of the fair value of the Plan assets at the beginning of the Plan
year.
14
<PAGE> 16
CONSENT OF INDEPENDENT ACCOUNTANTS
---------
We consent to the incorporation by reference in the registration statements of
WellPoint Health Networks Inc. on Form S-8 (File Nos. 33-65260 and 333-05111)
of our report dated April 12, 1996 on our audits of the financial statements of
the Salary Deferral Savings Program of Blue Cross of California as of December
31, 1995 and 1994 and for the year ended December 31, 1995, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 27, 1996
15
