Current Report Filing (8-k)
March 19 2015 - 6:02AM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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March 18, 2015
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Health Net, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-12718
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95-4288333
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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21650 Oxnard Street, Woodland Hills, California
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91367
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(818) 676-6000
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Not Applicable
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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:
[ ] 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))
Item 7.01. Regulation FD Disclosure.
On March 19, 2015, members of the management team of Health Net, Inc. (the Company) expect
to meet with analysts. During these meetings, the Company intends to address its prospects and
historical performance, and reaffirm the Companys earnings guidance for the full year 2015, as
previously announced in a press release issued on February 10, 2015.
The information in this Item 7.01 shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any Company filing under the
Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
CAUTIONARY STATEMENTS: The Company 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
(PSLRA) of 1995, including statements in this and other reports, in presentations, press
releases, filings with the Securities and Exchange Commission (SEC), and in meetings with
investors and analysts. All statements in this report, other than statements of historical
information provided herein, may be deemed to be forward-looking statements and as such are
intended to be covered by the safe harbor for forward-looking statements provided by PSLRA. These
statements are based on managements analysis, judgment, belief and expectation only as of the date
hereof, and are subject to changes in circumstances and a number of risks and uncertainties.
Without limiting the foregoing, statements including the words believes, anticipates, plans,
expects, may, should, could, estimate, intend, feels, will, projects and other
similar expressions are intended to identify forward-looking statements. Actual results could
differ materially from those expressed in, or implied or projected by the forward-looking
information and statements due to, among other things, health care reform and other increased
government participation in and taxation or regulation of health benefits and managed care
operations, including but not limited to the implementation of the Patient Protection and
Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the
ACA) and related fees, assessments and taxes; the Companys ability to successfully participate
in Californias Coordinated Care Initiative, which is subject to a number of risks inherent in
untested health care initiatives and requires the Company to adequately predict the costs of
providing benefits to individuals that are generally among the most chronically ill within each of
Medicare and Medi-Cal and implement delivery systems for benefits with which the Company has
limited operating experience; the Companys ability to successfully participate in the federal and
state health insurance exchanges under the ACA, which involve uncertainties related to the mix and
volume of business that could negatively impact the adequacy of the Companys premium rates and may
not be sufficiently offset by the risk apportionment provisions of the ACA; increasing health care
costs, including but not limited to costs associated with the introduction of new treatments or
therapies; the Companys ability to reduce administrative expenses while maintaining targeted
levels of service and operating performance, including through the Companys master services
agreement with a subsidiary of Cognizant Technology Solutions Corporation (Cognizant); whether
the Company receives required regulatory approvals for Cognizants provision of services to the
Company and any conditions imposed in order to obtain such regulatory approvals; the Companys
ability to recognize the intended cost savings and other intended benefits of the Cognizant
transaction; the risk that Cognizant may not perform contracted functions and services in a timely,
satisfactory and compliant manner; negative prior period claims reserve developments; rate cuts and
other risks and uncertainties affecting the Companys Medicare or Medicaid businesses; trends in
medical care ratios; membership declines or negative changes in the Companys health care product
mix; unexpected utilization patterns or unexpectedly severe or widespread illnesses; failure to
effectively oversee the Companys third-party vendors; noncompliance by the Company or the
Companys business associates with any privacy laws or any security breach involving the
misappropriation, loss or other unauthorized use or disclosure of confidential information; the
timing of collections on amounts receivable from state and federal governments and agencies;
litigation costs; regulatory issues with federal and state agencies including, but not limited to,
the California Department of Managed Health Care and Department of Health Care Services, the
Arizona Health Care Cost Containment System, the Centers for Medicare & Medicaid Services, the
Office of Civil Rights of the U.S. Department of Health and Human Services and state departments of
insurance; operational issues; changes in economic or market conditions; investment portfolio
impairment charges; volatility in the financial markets; and general business and market
conditions. Additional factors that could cause actual results to differ materially from those
reflected in the forward-looking statements include, but are not limited to, the risks discussed in
the Risk Factors section included within the Companys most recent Annual Report on Form 10-K
filed with the SEC and the other risks discussed in the Companys filings with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements. Except as may be
required by law, the Company undertakes no obligation to address or publicly update any
forward-looking statements to reflect events or circumstances that arise after the date of this
report.
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.
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Health Net, Inc. |
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March 18, 2015
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By:
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/s/ James E. Woys |
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Name:
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James E. Woys |
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Title:
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Executive Vice President, Chief
Financial and Operating Officer and
Interim Treasurer |
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