UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2012

 

 

WELLPOINT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Indiana		001-16751		35-2145715
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

120 Monument Circle Indianapolis, IN				46204
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (317) 488-6000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Section 7 – Regulation FD

Item 7.01—Regulation FD Disclosure

Officers of WellPoint, Inc. (“WellPoint”) expect to speak with securities analysts and investors during the period commencing on December 11, 2012, and ending on December 19, 2012. During these meetings, the officers expect to reaffirm WellPoint’s net income per share and adjusted net income per share guidance for 2012. WellPoint continues to expect full year 2012 net income in the range of $7.37 to $7.47 per share, including $0.07 per share of net positive contributions related to the items listed in the table below. Excluding those items, WellPoint continues to expect full year 2012 adjusted net income in the range of $7.30 to $7.40 per share. These guidance ranges do not reflect the impact of the anticipated December 2012 closing of the Amerigroup Corporation (“Amerigroup”) acquisition and do not include any investment gains or losses beyond those recorded during the nine months ended September 30, 2012.

 

		Full Year 2012 Outlook
		Low End				High End
Net income per diluted share		$	7.37			$	7.47
Add / (Subtract):
Net realized gains on investments from first nine months of 2012 (pre-tax)			(0.70	)			(0.70	)
Other-than-temporary impairment losses on investments from first nine months of 2012 (pre-tax)			0.06				0.06
Litigation related costs (pre-tax)			0.07				0.07
Acquisition and integration related costs, including anticipated fourth quarter 2012 costs (pre-tax)			0.21				0.21
Tax effect of adjustments			0.29				0.29
Net adjustment items			(0.07	)			(0.07	)
Adjusted net income per diluted share		$	7.30			$	7.40

The officers also expect to reaffirm WellPoint’s expectation that adjusted net income in 2013 will be relatively stable with 2012, inclusive of the anticipated impact of the Amerigroup acquisition in WellPoint’s 2013 outlook.

Also, as described more fully in WellPoint’s 2011 Proxy Statement filing dated April 2, 2012, an annual vesting of equity-based compensation awards occurred on December 10, 2012. Upon the vesting, the related tax liabilities for various officers were paid by withholding and selling a portion of the vested WellPoint stock. In addition, it is anticipated that Wayne S. DeVeydt, Executive Vice President and Chief Financial Officer of WellPoint, and John E. Gallina, Senior Vice President, Controller, Chief Accounting Officer and Chief Risk Officer of WellPoint, will sell WellPoint stock in the near future pursuant to previously adopted Rule 10b5-1 stock trading plans.

None of the information furnished in this report shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. None of the information furnished in this report shall be incorporated by reference in any filing under the Securities Act of 1933, as amended.

WELLPOINT SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

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WellPoint and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA), including statements in this report, in presentations, press releases, filings with the Securities and Exchange Commission, or SEC, and reports to shareholders and in meetings with analysts and investors. The projections referenced in this report are forward-looking and they are intended to be covered by the safe harbor for “forward-looking statements” provided by PSLRA. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)”, “intend”, “estimate”, “project” and similar expressions are intended to identify forward-looking statements, which generally are not historical in nature. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: those discussed and identified in our public filings and those of AMERIGROUP Corporation with the SEC; increased government participation in, or regulation or taxation of health benefits and managed care operations, including, but not limited to, the impact of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010; trends in health care costs and utilization rates; our ability to secure sufficient premium rates including regulatory approval for and implementation of such rates; our ability to contract with providers consistent with past practice; our ability to consummate the acquisition of AMERIGROUP Corporation and our ability to achieve expected synergies and operating efficiencies in the AMERIGROUP Corporation and the 1-800 CONTACTS, Inc. acquisitions within the expected timeframes or at all and to successfully integrate our operations; such integrations may be more difficult, time consuming or costly than expected; revenues following the transactions may be lower than expected; operating costs, customer loss and business disruption, including, without limitation, difficulties in maintaining relationships with employees, customers, clients and suppliers, may be greater than expected following the transactions; competitor pricing below market trends of increasing costs; reduced enrollment, as well as a negative change in our health care product mix; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon and funding risks with respect to revenue received from participation therein; a downgrade in our financial strength ratings; litigation and investigations targeted at our industry and our ability to resolve litigation and investigations within estimates; medical malpractice or professional liability claims or other risks related to health care services provided by our subsidiaries; risks inherent in selling health care products in the consumer retail market; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; non-compliance by any party with the Express Scripts, Inc. pharmacy benefit management services agreement, which could result in financial penalties, our inability to meet customer demands, and sanctions imposed by government entities, including the Centers for Medicare & Medicaid Services; events that result in negative publicity for us or the health benefits industry; failure to effectively maintain and modernize our information systems and e-business organization and to maintain good relationships with third party vendors for information system resources; events that may negatively affect our license with the Blue Cross and Blue Shield Association; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; intense competition to attract and retain employees; unauthorized disclosure of member sensitive or confidential information; changes in the economic and

 

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market conditions, as well as regulations that may negatively affect our investment portfolios and liquidity; possible restrictions in the payment of dividends by our subsidiaries and increases in required minimum levels of capital and the potential negative effect from our substantial amount of outstanding indebtedness; general risks associated with mergers and acquisitions; various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations; future public health epidemics and catastrophes; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by federal securities law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in our SEC reports.

 

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SIGNATURES

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

Dated: December 11, 2012

 

 

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