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): June 26, 2013
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)
Registrants 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)) |
Section 8 Other Events
Item 8.01. Other Events
WellPoint, Inc. (the Company) will change the segments used in its financial reporting to reflect a realignment of its organizational structure, using three new reportable segments: Commercial and Specialty Business, Government Business and Other. The Commercial and Specialty Business segment is comprised of the Local Group, National Accounts, Individual and Specialty businesses. The Government Business segment is comprised of the Medicaid and Medicare businesses, National Government Services and the Federal Employee Program. The Other segment is comprised of certain other businesses that do not meet the quantitative thresholds for separate reportable segment disclosure and the Companys unallocated corporate expenses. This change will be reflected in the reported results for the second quarter ending June 30, 2013.
Furnished herewith as Exhibit 99.1 is the Companys press release that contains certain unaudited historical financial results for fiscal years 2011 and 2012, as well as quarterly data for fiscal year 2012 and the first quarter of 2013, revised to reflect the new segment reporting structure. The changes in the reportable segment structure affect only the manner in which the results of the Companys reportable segments were previously reported and have no impact on reported net income or earnings per share for any period. This Form 8-K does not revise or restate information previously reported in the Companys Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or Consolidated Statements of Shareholders Equity for any period.
Exhibit 99.1 furnished with this report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and unless expressly set forth by specific reference in such filings, shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings.
Section 9 Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
The following exhibit is being furnished herewith:
Exhibit No. |
Exhibit | |
99.1 | Press release dated June 26, 2013 announcing WellPoint, Inc.s new reportable segments. |
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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: June 26, 2013
WELLPOINT, INC. | ||
By: | /s/ Kathleen S. Kiefer | |
Name: | Kathleen S. Kiefer | |
Title: | Corporate Secretary |
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EXHIBIT INDEX
Exhibit No. |
Exhibit | |
99.1 | Press release dated June 26, 2013 announcing WellPoint, Inc.s new reportable segments. |
- 4 -
Exhibit 99.1
PRESS RELEASE
WELLPOINT SCHEDULES SECOND QUARTER EARNINGS CONFERENCE CALL &
PUBLISHES REPORTABLE SEGMENT INFORMATION
Indianapolis, IN June 26, 2013 WellPoint, Inc. (NYSE: WLP) will release second quarter 2013 financial results on July 24, 2013, at 6:00 a.m. Eastern Daylight Time (EDT). Management will review these results and its outlook during a conference call at 8:30 a.m. EDT that same morning. The conference call should be accessed at least 15 minutes prior to its start with the following numbers:
800-230-1059 (Domestic) | 800-475-6701 (Domestic Replay) | |
612-234-9960 (International) | 320-365-3844 (International Replay) |
An access code is not required for the July 24, 2013, conference call. The access code for the replay is 272703. The replay will be available from 11:00 a.m. EDT on July 24, 2013, until the end of the day on August 6, 2013. The call will also be available through a live webcast at www.wellpoint.com under Investors. A webcast replay will be available following the call.
Additionally, as announced on May 20, 2013, WellPoint has realigned its organizational structure to enhance execution and accountability as the company positions for future growth. Based on this realignment, WellPoint will now have three reportable segments:
1. | Commercial and Specialty Business (comprised of the Local Group, National Accounts, Individual and Specialty businesses); |
2. | Government Business (comprised of the Medicaid and Medicare businesses, National Government Services and the Federal Employee Program); and |
3. | Other (comprised of unallocated corporate expenses and certain other businesses that do not meet the quantitative thresholds for separate reportable segment disclosure). |
This new reportable segment structure will be reflected in WellPoints second quarter 2013 financial results. Today, the company published reclassified historical financial information under the new segment structure for informational purposes (refer to page 2). The changes in reportable segment structure affect only the manner in which the results of WellPoints reportable segments were previously reported and have no impact on reported net income or earnings per share for any period.
WellPoint, Inc.
Reclassified Reportable Segment Highlights
(Unaudited)
Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, 2012 | June 30, 2012 | September 30, 2012 | December 31, 2012 | March 31, 2013 | ||||||||||||||||
Operating Revenue (in millions) |
||||||||||||||||||||
Commercial and Specialty Business |
$ | 9,858.5 | $ | 9,782.0 | $ | 9,751.2 | $ | 9,675.7 | $ | 9,812.5 | ||||||||||
Government Business |
5,283.3 | 5,381.8 | 5,374.1 | 5,586.5 | 7,727.5 | |||||||||||||||
Other |
8.4 | 9.5 | 8.4 | 9.1 | 6.3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Operating Revenue |
15,150.2 | 15,173.3 | 15,133.7 | 15,271.3 | 17,546.3 | |||||||||||||||
Operating Gain / (Loss) (in millions) |
||||||||||||||||||||
Commercial and Specialty Business |
$ | 1,141.9 | $ | 869.0 | $ | 852.3 | $ | 495.8 | $ | 1,242.3 | ||||||||||
Government Business |
80.1 | 132.7 | 169.0 | (40.0 | ) | 132.7 | ||||||||||||||
Other |
(9.4 | ) | (10.0 | ) | (17.5 | ) | (24.7 | ) | (7.4 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Operating Gain |
1,212.6 | 991.7 | 1,003.8 | 431.1 | 1,367.6 | |||||||||||||||
Operating Margin |
||||||||||||||||||||
Commercial and Specialty Business |
11.6 | % | 8.9 | % | 8.7 | % | 5.1 | % | 12.7 | % | ||||||||||
Government Business |
1.5 | % | 2.5 | % | 3.1 | % | (0.7 | %) | 1.7 | % | ||||||||||
Total Operating Margin |
8.0 | % | 6.5 | % | 6.6 | % | 2.8 | % | 7.8 | % | ||||||||||
Medical Membership (in thousands) |
||||||||||||||||||||
Commercial and Specialty Business |
28,791 | 28,627 | 28,545 | 28,504 | 28,337 | |||||||||||||||
Government Business |
4,882 | 4,920 | 4,948 | 7,626 | 7,472 | |||||||||||||||
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|
|
|
|||||||||||
Total Medical Membership |
33,673 | 33,547 | 33,493 | 36,130 | 35,809 |
Year Ended | Year Ended | |||||||
December 31, 2011 | December 31, 2012 | |||||||
Operating Revenue (in millions) |
||||||||
Commercial and Specialty Business |
$ | 39,961.2 | $ | 39,067.4 | ||||
Government Business |
19,874.0 | 21,625.7 | ||||||
Other |
30.0 | 35.4 | ||||||
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|
|
|
|||||
Total Operating Revenue |
59,865.2 | 60,728.5 | ||||||
Operating Gain / (Loss) (in millions) |
||||||||
Commercial and Specialty Business |
$ | 3,344.5 | $ | 3,359.0 | ||||
Government Business |
461.6 | 341.8 | ||||||
Other |
(24.0 | ) | (61.6 | ) | ||||
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|
|
|||||
Total Operating Gain |
3,782.1 | 3,639.2 | ||||||
Operating Margin |
||||||||
Commercial and Specialty Business |
8.4 | % | 8.6 | % | ||||
Government Business |
2.3 | % | 1.6 | % | ||||
Total Operating Margin |
6.3 | % | 6.0 | % | ||||
Medical Membership (in thousands) |
||||||||
Commercial and Specialty Business |
29,395 | 28,504 | ||||||
Government Business |
4,856 | 7,626 | ||||||
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Total Medical Membership |
34,251 | 36,130 |
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WellPoint Contacts:
Investor Relations | Media | |
Doug Simpson, 212- 476-1473 | Kristin Binns, 917-697-7802 |
About WellPoint, Inc.
At WellPoint, we believe there is an important connection between our members health and well-beingand the value we bring our customers and shareholders. So each day we work to improve the health of our members and their communities. And, we can make a real difference since we have nearly 36 million people in our affiliated health plans, and nearly 68 million people served through our subsidiaries. As an independent licensee of the Blue Cross and Blue Shield Association, WellPoint serves members as the Blue Cross licensee for California; and as the Blue Cross and Blue Shield licensee for Colorado, Connecticut, Georgia, Indiana, Kentucky, Maine, Missouri (excluding 30 counties in the Kansas City area), Nevada, New Hampshire, New York (as the Blue Cross Blue Shield licensee in 10 New York City metropolitan and surrounding counties and as the Blue Cross or Blue Cross Blue Shield licensee in selected upstate counties only), Ohio, Virginia (excluding the Northern Virginia suburbs of Washington, D.C.), and Wisconsin. In a majority of these service areas, WellPoints plans do business as Anthem Blue Cross, Anthem Blue Cross and Blue Shield, Blue Cross and Blue Shield of Georgia and Empire Blue Cross Blue Shield, or Empire Blue Cross (in the New York service areas). We also serve customers in several additional states through our Amerigroup subsidiary and in certain markets through our CareMore subsidiary. Our 1-800 CONTACTS, Inc. subsidiary offers customers online sales of contact lenses, eyeglasses and other ocular products. Additional information about WellPoint is available at www.wellpoint.com.
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