Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 CERTIFICATION OF CEO - HEALTH NET INC | exhibit311certificationofc.htm |
| EX-31.2 - EXHIBIT 31.2 CERTIFICATION OF CFO - HEALTH NET INC | exhibit312certificationofc.htm |
| EX-10.2 - EXHIBIT 10.2 - AMENDMENT 4 TO MASTER AGREEMENT - HEALTH NET INC | exhibit102amendmenttoagree.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2014
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-12718
____________________
HEALTH NET, INC.
(Exact name of registrant as specified in its charter)
____________________
Delaware | 95-4288333 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
21650 Oxnard Street, Woodland Hills, CA | 91367 |
(Address of principal executive offices) | (Zip Code) |
(818) 676-6000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
____________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
x | Large accelerated filer | o | Accelerated filer | o | Non-accelerated filer | o | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
The number of shares outstanding of the registrant’s Common Stock as of August 1, 2014 was 80,305,185 (excluding 71,252,061 shares held as treasury stock).
EXPLANATORY NOTE
Health Net, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 (the “Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2014 (the “Original Filing Date”). This Amendment No. 1 is being filed solely to amend Exhibit 10.2 (the “Exhibit”) originally filed with the Form 10-Q. The Company had sought confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for portions of the Exhibit and, following correspondence with the Staff of the Commission’s Division of Corporate Finance, is re-filing the Exhibit to indicate the amount of information being redacted from certain sections therein. The Exhibit filed herewith supersedes in its entirety the Exhibit originally filed with the Form 10-Q.
Except for the revised Exhibit, this Amendment No. 1 does not amend any other information set forth in the Form 10-Q. This Amendment No. 1 speaks as of the Original Filing Date, does not reflect any events that may have occurred subsequent to the Original Filing Date, and, except for the revised Exhibit, does not modify or update in any way any disclosures made in the Form 10-Q. Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
Item 6. Exhibits
Reference is made to the Exhibit Index included herein.
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 thereunto duly authorized.
HEALTH NET, INC. (REGISTRANT) | |||
Date: | November 21, 2014 | By: | /s/ James E. Woys |
James E. Woys | |||
Executive Vice President, Chief Financial and Operating Officer, and Interim Treasurer (Duly Authorized Officer and Principal Financial Officer) | |||
Date: | November 21, 2014 | By: | /s/ Marie Montgomery |
Marie Montgomery | |||
Senior Vice President and Corporate Controller (Principal Accounting Officer) | |||
EXHIBIT INDEX
Exhibit Number | Description |
10.1* | Certain Compensation and Benefit Arrangements with Respect to Health Net, Inc.’s Non-Employee Directors, as amended and restated on July 18, 2014. |
10.2†** | Amendment No. 4 to Master Agreement, effective as of March 1, 2014, between Health Net, Inc. and International Business Machines Corporation. |
31.1† | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith. |
31.2† | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith. |
32*** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101* | The following materials from Health Net, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013, (2) Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013, (3) Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013, (4) Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2014 and 2013, (5) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 and (6) Condensed Notes to Consolidated Financial Statements. |
__________
† | A copy of the exhibit is being filed with this Amendment No. 1 on Form 10-Q/A. |
* | Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014. |
** | This Exhibit has been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934 which has been filed separately with the Securities and Exchange Commission. |
*** | Previously furnished and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, with the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014. |