Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document





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): January 11, 2017

WELLCARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-32209
 
47-0937650
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 

 
Identification No.)
 
8735 Henderson Road, Renaissance One
 
 
 
Tampa, Florida
 
33634
 
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (813) 290-6200

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 (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))







Item 7.01    Regulation FD Disclosure

Members of the management team of WellCare Health Plans, Inc. (“WellCare”) will be presenting the information attached as Exhibit 99.1 at the 35th Annual J.P. Morgan Healthcare Conference on January 11, 2017 at 3:00 p.m. Pacific time, as well as in connection with general investor discussions.

The presentation furnished as Exhibit 99.1 hereto is incorporated by reference herein.

Cautionary Statement Regarding Forward-Looking Statements
This Item 7.01 of the Form 8-K contains “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “predict,” “project,” “potential,” “should,” “will” and similar expressions are forward-looking statements. For example, statements regarding WellCare’s 2016 and 2017 financial outlook, the start date of new Medicaid programs, and the timing, closing and financial impact of pending acquisitions contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare’s actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, WellCare’s progress on top priorities such as improving health care quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, WellCare’s ability to effectively estimate and manage growth, WellCare’s ability to effectively execute and integrate acquisitions, potential reductions in Medicaid and Medicare revenue, WellCare’s ability to estimate and manage medical benefits expense effectively, including through its vendors, its ability to negotiate actuarially sound rates, especially in new programs with limited experience, the appropriation and payment by state governments of Medicaid premiums receivable, the timing and ability to satisfy closing conditions for pending acquisitions, including receipt of regulatory approvals, adjustments to the purchase price of pending acquisitions and the manner of payment of the purchase price for pending acquisitions, the outcome of any protests and litigation related to Medicaid awards, the approval of Medicaid contracts by CMS, any changes to the programs or contracts, WellCare’s ability to address operational challenges related to new business, WellCare’s ability to meet the requirements of readiness reviews, and WellCare’s ability to comply with the terms of the Corporate Integrity Agreement. Given the risks and uncertainties inherent in forward-looking statements, any of WellCare’s forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.

Additional information concerning these and other important risks and uncertainties can be found in WellCare’s filings with the U.S. Securities and Exchange Commission (the “SEC”), included under the captions “Forward-Looking Statements” and “Risk Factors” in WellCare’s Annual Report on Form 10-K for the year ended December 31, 2015, and WellCare’s Quarterly Report on Form 10-Q for the period ended September 30, 2016, and other filings by WellCare with the SEC, which contain discussions of WellCare's business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCare's forward-looking statements. WellCare undertakes no duty to update these forward-looking statements to reflect any future events, developments, or otherwise.









Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
 
 
Number
 
Description
 
 
 
 
 
 
 
*
 
Furnished and not filed.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: January 11, 2017
WELLCARE HEALTH PLANS, INC.


/s/ Anat Hakim
 
Anat Hakim
 
Senior Vice President, General Counsel & Secretary

 







Exhibit Index


Exhibit
 
 
Number
 
Description
 
 
 
 
 
 
 
*
 
Furnished and not filed.





(Back To Top)

Section 2: EX-99.1 (PRESENTATION DATED JANUARY 11, 2017)

Exhibit

Back to Form 8-K
Exhibit 99.1
37469205_ex991111172image1.jpg




37469205_ex991111172image2.jpg




37469205_ex991111172image3.jpg




37469205_ex991111172image4.jpg




37469205_ex991111172image5.jpg




37469205_ex991111172image6.jpg




37469205_ex991111172image7.jpg




37469205_ex991111172image8.jpg




37469205_ex991111172image9.jpg




37469205_ex991111172image10.jpg




37469205_ex991111172image11.jpg




37469205_ex991111172image12.jpg




37469205_ex991111172image13.jpg




37469205_ex991111172image14.jpg

(Back To Top)