8-KRegulation FD

Elevance Health, Inc. 8-K Report, Regulation FD Disclosure (Dec 11, 2012)

Filed December 11, 2012For Securities:ELV

Summary

This 8-K filing from WellPoint, Inc. (the registrant, now known as Elevance Health, Inc.) on December 11, 2012, primarily serves as a Regulation FD disclosure. The company reaffirmed its full-year 2012 earnings guidance, expecting net income per share to be in the range of $7.37 to $7.47 and adjusted net income per share to be between $7.30 and $7.40. This guidance notably excludes the impact of the anticipated December 2012 closing of the Amerigroup Corporation acquisition. Furthermore, WellPoint anticipates that its 2013 adjusted net income will remain relatively stable compared to 2012, even with the inclusion of the Amerigroup acquisition. The filing also notes an annual equity-based compensation award vesting on December 10, 2012, and that certain executives, including the CFO and Senior VP/Controller, may sell shares under pre-established trading plans. Investors should note that the forward-looking statements are subject to the safe harbor provisions and numerous risks and uncertainties, including those related to healthcare regulation and the successful integration of acquisitions.

Key Highlights

  • 1WellPoint reaffirmed its 2012 net income per share guidance of $7.37 - $7.47.
  • 2WellPoint reaffirmed its 2012 adjusted net income per share guidance of $7.30 - $7.40.
  • 3The 2012 guidance does not include the impact of the anticipated December 2012 Amerigroup acquisition closing.
  • 4WellPoint expects 2013 adjusted net income to be relatively stable compared to 2012, incorporating the Amerigroup acquisition.
  • 5An annual vesting of equity-based compensation awards occurred on December 10, 2012.
  • 6Key executives, including the CFO and Senior VP/Controller, are expected to sell shares under Rule 10b5-1 trading plans.
  • 7The filing includes a standard safe harbor statement for forward-looking information, highlighting potential risks and uncertainties.

Frequently Asked Questions

WellPoint reaffirmed its full-year 2012 guidance. The company expects net income per share to be in the range of $7.37 to $7.47 and adjusted net income per share to be between $7.30 and $7.40. This guidance excludes the impact of the Amerigroup acquisition.

WellPoint anticipates that its 2013 adjusted net income will be relatively stable compared to 2012, even after accounting for the anticipated impact of the Amerigroup acquisition.

Yes, it is anticipated that Wayne S. DeVeydt (EVP and CFO) and John E. Gallina (Senior VP, Controller) will sell WellPoint stock in the near future as part of previously adopted Rule 10b5-1 stock trading plans. This follows an annual equity award vesting on December 10, 2012.

The filing lists numerous risks and uncertainties, including increased government regulation (like the Affordable Care Act), trends in healthcare costs and utilization, the ability to secure premium rates, successful integration of the Amerigroup acquisition and achieving expected synergies, risks associated with government programs (Medicare/Medicaid), financial strength rating downgrades, litigation, and general economic downturns.