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): February 11, 2003 Cobalt Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 1-14177 39-1931212 - ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 401 West Michigan Street Milwaukee, Wisconsin 53203 --------------------------------------------------------- (Address of principal executive offices including zip code) (414) 226-6900 ----------------------------- (Registrant's telephone number) Item 9. Regulation FD Disclosure. On February 11, 2003, Cobalt Corporation issued a press release announcing its earnings for the fourth quarter and full year 2002 and increasing its previously issued earnings guidance for 2003. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. Also on February 11, 2003, Cobalt Corporation released its Consolidated Statements of Operations for the three month periods ended December 31, 2002 and 2001 and for the year ended December 31, 2002 and 2001 (unaudited). A copy of these Consolidated Statements of Operations is furnished as Exhibit 99.2 hereto and is incorporated herein by reference. On February 11, 2003, Cobalt Corporation released its Quarterly Highlights as of December 31, 2002. A copy of these Quarterly Highlights is furnished as Exhibit 99.3 and is incorporated herein by reference. This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified because they are preceded by or include words like "anticipate," "believe," "estimate," "expect," "forecast," "objective," "plan," "possible," "potential," "project" and similar expressions. Forward-looking statements are statements based upon management's expectations at the time such statements are made and are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those contemplated in the statements. Those risks and uncertainties include rising health care costs, business conditions, impact of elimination of memberships, competition in the managed care industry, developments in health care reform and other regulatory issues. Readers are cautioned not to place undue reliance on forward-looking statements. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. (99.1) Press Release, dated February 11, 2003, issued by Cobalt Corporation. (99.2) Cobalt Corporation Consolidated Statements of Operations for the Three Month Periods ended December 31, 2002 and 2001 and the Fiscal Years ended December 31, 2002 and 2001 (Unaudited). (99.3) Cobalt Corporation Quarterly Highlights (Unaudited) -2- 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. COBALT CORPORATION Date: February 21, 2003 By: /s/ Gail L. Hanson ------------------------------------ Gail L. Hanson Senior Vice President, Treasurer and Chief Financial Officer -3- COBALT CORPORATION EXHIBIT INDEX TO FORM 8-K Report Dated February 11, 2003 Exhibit No. Description - ------------- --------------------------------------------------------------- 99.1 Press Release, dated February 11, 2003, issued by Cobalt Corporation. 99.2 Cobalt Corporation Consolidated Statements of Operations for the Three Month Periods ended December 31, 2002 and 2001 and the Year ended December 31, 2002 and 2001 (Unaudited). 99.3 Cobalt Corporation Quarterly Highlights (Unaudited).