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): August 3, 2012
Health Net, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12718 | 95-4288333 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 21650 Oxnard Street, Woodland Hills, California | 91367 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (818) 676-6000
Not Applicable
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 2.02 | Results of Operations and Financial Condition. |
On August 3, 2012, Health Net, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2012. The press release contains the non-GAAP financial measure “adjusted days claims payable (DCP).” Adjusted DCP for the second quarter of 2012 was 54.3 days, adjusted DCP for the first quarter of 2012 was 53.0 days, and adjusted DCP for the second quarter of 2011 was 52.0 days. Adjusted DCP excludes claims reserve and health plan costs related to the Company’s capitation, provider and other claim settlements and Medicare Advantage-Prescription Drug payables and costs. Adjusted DCP for the second quarter of 2011 also excludes reserves for claims and other settlements related to discontinued operations from the claims reserve. The most directly comparable GAAP financial measure to this non-GAAP financial measure is second quarter of 2012 DCP of 39.0 days, first quarter of 2012 DCP of 37.2 days, and second quarter of 2011 DCP of 38.6 days.
Management believes that adjusted DCP provides useful information to investors because the adjusted DCP calculation excludes from both claims reserve and health plan costs amounts related to health care costs for which no or minimal reserves are maintained. In addition, solely with respect to the second quarter of 2011, adjusted DCP excludes from claims reserve the reserves relating to discontinued operations. Therefore, management believes that adjusted DCP may present a more accurate reflection of DCP than does GAAP DCP, which includes such amounts. This non-GAAP financial information should be considered in addition to, not as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure is included in the attached press release. As used herein, “GAAP” refers to accounting principles generally accepted in the United States.
The press release is attached hereto as Exhibit 99.1 and hereby incorporated in this Item 2.02 by reference. The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated August 3, 2012 announcing results for the quarter ended June 30, 2012 for Health Net, Inc. |
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.
| Health Net, Inc. | ||||||
| August 3, 2012 | By: | /s/ Joseph C. Capezza | ||||
| Name: | Joseph C. Capezza | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||