Health Net Reports Third Quarter 2009 Adjusted1 Net Income of $69.6 Million, or $0.67 per Diluted Share

November 3, 2009 8:30 AM EST

The Company Recorded $189.5 Million in Pretax Charges, Including $170.6 Million in Asset Impairments Related to the Pending Sale of Its Northeast Division

Charges Cause GAAP Net Loss of $66.0 Million, or $0.64 Per Share

LOS ANGELES--(BUSINESS WIRE)-- Health Net, Inc. (NYSE: HNT) today announced a third quarter 2009 GAAP net loss of $66.0 million, or $0.64 per share. GAAP net income in the third quarter of 2008 was $18.5 million, or $0.17 per diluted share.

The third quarter 2009 GAAP results include the effect of two pretax charges:

1. $170.6 million in noncash charges for the impairment of goodwill and other assets related to the pending sale of the company's Northeast division; and

2. $19.5 million related to the company's operations strategy that is designed to reduce general and administrative (G&A) expenses.

Both of these charges were offset by a favorable $0.6 million litigation reserve true-up. A reconciliation of non-GAAP financial measures on the income statement is included with this press release.

Excluding the impact of the charges, net income in the third quarter of 2009 was $69.6 million, or $0.67 per diluted share. Net income in the third quarter of 2008 was $37.8 million, or $0.35 per diluted share, excluding the impact of a $17.1 million pretax charge related to the company's operations strategy and a $14.6 million pretax charge for impairment of the company's investments.

"We are pleased with our third quarter results. Cash flow was strong, and the balance sheet is solid," said Jay Gellert, president and chief executive officer of Health Net, Inc. "In addition, while we continue to produce strong new commercial sales in targeted segments and products in our Western health plans, overall commercial enrollment decreased due to in-group losses driven by the economy. Also, our Medicare plans continue to meet expectations, and we are reducing our administrative costs."

On July 20, 2009, Health Net announced that it had entered into a definitive agreement with UnitedHealthcare for the sale of Health Net's Northeast health plan subsidiaries and membership renewal rights. The regulatory approval process for the Northeast transaction is proceeding as expected. The transaction is currently expected to close by year-end 2009 or early 2010.

Membership

Total health plan enrollment as of September 30, 2009 was approximately 3.6 million members, a decrease of 144,000 members, or 3.8 percent, compared with September 30, 2008. Sequentially, total health plan enrollment decreased by 21,000 members, or 0.6 percent, from June 30, 2009.

Total commercial risk enrollment decreased by 166,000 members, or 8.0 percent, to approximately 1.9 million members as of September 30, 2009 compared with September 30, 2008. Sequentially, commercial risk enrollment decreased by 49,000 members, or 2.5 percent, from June 30, 2009.

"Our Western health plans produced new commercial sales of 35,000 members in the third quarter, with more than 24,000 of these new members in California's narrow-network, lower-cost products," said Jim Woys, Health Net's chief operating officer. "Overall commercial enrollment declined due to persistent pressures from the economic downturn."

Enrollment in the company's Medicare Advantage plans decreased by 7,000 members, or 2.4 percent, to 286,000 members at the end of the third quarter of 2009 compared with the end of the third quarter of 2008. Sequentially, Medicare Advantage membership increased by 2,000 members, or nearly 1.0 percent, from June 30, 2009.

Membership in the company's Medicare PDP plans was 466,000 at the end of the third quarter of 2009, a decrease of 72,000 members, or 13.4 percent, compared with the end of the third quarter of 2008. Sequentially, PDP membership increased by 8,000 members, or 1.7 percent, from June 30, 2009.

Medicaid enrollment at September 30, 2009 was 894,000 members, an increase of 106,000 members, or 13.5 percent, from September 30, 2008. Sequentially, Medicaid membership increased by 16,000 members, or 1.8 percent, from June 30, 2009. Both the quarter-over-quarter and sequential increases in Medicaid enrollment were the result of the economic downturn that causes the Medicaid-eligible population to increase.

Revenues, Health Care Costs and G&A Expenses

Health Net's total revenues increased 3.9 percent in the third quarter of 2009 to approximately $4.0 billion from $3.8 billion in the third quarter of 2008. Health plan services premium revenues increased approximately 3.1 percent to nearly $3.2 billion in the third quarter of 2009 compared with approximately $3.1 billion in the third quarter of 2008.

The company's Government contracts revenues increased 4.7 percent in the third quarter of 2009 to $758.5 million from $724.3 million in the third quarter of 2008. The increase was the result of Option Period 6 pricing for the company's TRICARE contract and continued growth in the Military and Family Life Consultant (MFLC) contract that is administered by the company's behavioral health subsidiary, Managed Health Network. Sequentially, revenue decreased 8.8 percent from the second quarter of 2009 primarily as a result of lower estimates of health care costs related to Option Periods 5 and 6 and a change to TRICARE payment policies that align with Medicare payment practices.

The health plan services medical care ratio (MCR) was 86.4 percent in the third quarter of 2009 and 87.5 percent in the third quarter of 2008.

The commercial MCR was 87.0 percent in the third quarter of 2009 compared with 86.7 percent in the third quarter of 2008. Excluding the litigation reserve true-up benefit in the third quarter of 2009, the commercial MCR would have been 40 basis points higher than the commercial MCR in the third quarter of 2008, or 87.1 percent.

Commercial premium yields per member per month (PMPM) increased by 7.6 percent in the third quarter of 2009 compared with the third quarter of 2008. Total commercial health care costs PMPM increased 8.0 percent in the third quarter of 2009 compared with the third quarter of 2008.

"Commercial health care costs in the quarter were adversely affected by higher utilization related to the H1N1 flu virus, COBRA-related utilization and higher-than-expected trends in our Northeast plans," said Woys. "We are encouraged that the commercial MCR in our Western states improved substantially in the third quarter of 2009 compared to the third quarter of 2008."

Health Net's Medicare plans continued to perform consistent with expectations in the third quarter of 2009. The Medicare Advantage and Part D MCRs improved in the third quarter of 2009 compared with the third quarter of 2008.

The Government contracts cost ratio was 94.4 percent in the third quarter of 2009 compared with 95.0 percent in the third quarter of 2008 and 95.1 percent in the second quarter of 2009. "The improvement in the Government contracts cost ratio was due to an increase in MFLC volume and lower health care cost trends in the third quarter," said Woys. "For 2009, we expect this ratio to be at the low end of our previous guidance of 95.0 percent to 95.5 percent."

On a GAAP basis, G&A expense was $319.5 million in the third quarter of 2009 compared with $294.2 million in the third quarter of 2008. On an adjusted basis1, G&A expense was approximately $300.0 million in the third quarter of 2009 compared with $277.0 million in the third quarter of 2008. This increase was primarily due to premium taxes and regulatory fees.

On an adjusted1 basis, Health Net's G&A expense ratio in the third quarter of 2009 increased 40 basis points compared with the third quarter of 2008.

Health Net's selling expenses of $83.3 million in the third quarter of 2009 decreased by approximately $10.0 million compared with the third quarter of 2008, primarily a result of a decrease in commercial membership during the past 12 months.

Balance Sheet

As a result of the pending sale of the company's Northeast health plans, assets and liabilities relating to the Northeast business have been reclassified to either "assets held for sale" or "liabilities held for sale" on the company's consolidated balance sheet. A supplemental balance sheet showing the impact of these reclassifications is included with this press release.

Cash and investments as of September 30, 2009 were approximately $1.8 billion compared with approximately $2.2 billion as of September 30, 2008, and $2.1 billion as of June 30, 2009. Reserves for claims and other settlements as of September 30, 2009 were $951.8 million compared with $1.3 billion as of September 30, 2008. All of these amounts reflect the reclassifications noted above.

Days claims payable (DCP), including provider and other claims settlements and charges, capitation payments and Medicare Part D expenses, for the third quarter of 2009 decreased by 5.3 days to 41.0 days compared with 46.3 days in the third quarter of 2008, and decreased sequentially by 2.1 days compared with the second quarter of 2009.

On an adjusted2 basis, DCP in the third quarter of 2009 decreased by 2.2 days to 50.5 days compared with the third quarter of 2008, and decreased by 3.7 days sequentially. The sequential decline is primarily due to the timing of the company's check-runs. At September 30, 2009, the amount of claims processed but waiting for the weekly check-run decreased by $48.0 million from June 30, 2009. Reserves for incurred but not reported (IBNR) health care costs were stable in the third quarter of 2009 compared to the second quarter of 2009.

The company's debt-to-total capital ratio was 25.8 percent as of September 30, 2009 compared with 27.6 percent as of September 30, 2008 and 25.2 percent as of June 30, 2009.

Cash Flow

Operating cash flow was $154.4 million in the third quarter of 2009 and was affected by the company's receipt of only two of three monthly Medi-Cal payments. The company received the third payment of $64.8 million in early October 2009.

"We received $165.0 million in Medicare risk adjuster payments in the third quarter of 2009 as expected," said Joseph Capezza, Health Net's chief financial officer. "Therefore, we continue to believe that operating cash flow for the full year of 2009 will be approximately $325 million to $350 million if we receive all 12 monthly Medi-Cal payments in calendar year 2009."

2009 Guidance

Including the impact of $100 million to $110 million in expected operations strategy-related pretax charges and additional charges related to the pending sale of the Northeast business the company expects to take in 2009, Health Net expects 2009 full-year GAAP earnings per diluted share of $0.51 to $0.56 based on expected diluted weighted average shares of 104 to 105 million shares. The company lowered the top end of its earnings guidance range by $0.05 per diluted share due to anticipated health care cost pressures in the fourth quarter of 2009 from higher utilization due to the H1N1 flu virus and continued expansion of its COBRA membership. Therefore, the company expects full-year 2009 earnings per diluted share of $2.25 to $2.30, excluding the impact of charges.

The company recorded $170.6 million in goodwill and other impairments in the third quarter of 2009 and expects to record additional impairments in the fourth quarter of 2009. The company continues to evaluate the impact of the potential sale of the Northeast business on its 2009 financial results, including potential loss on sale of the Northeast business, tax benefits, severance costs, other transaction-related costs and operating costs that will be incurred during the transition period following the close of the transaction.

The table on the following page updates previously issued full-year 2009 guidance.


Metric                      2009 Guidance

                            Commercial Risk: -6% to -7% (previously -3% to -5%)

                            Medicaid: +10% to +12% (previously +6% to +8%)
Year-end Membership
                            Medicare Advantage: -1% to -2%

                            PDP: -13% to -15% (previously -15% to -20%)

Consolidated Revenues       $15.5 billion to $16.0 billion

Commercial Yields           ~ 8.0% (previously ~ 7.5% - 8.0%)

Commercial
                            ~ 8.0% (previously ~ 7.0 - 7.5%)
Health Care Cost Trends

Selling Cost Ratio          ~ 2.9%

Government Contracts Ratio  ~ 95.0% to 95.5%

G&A Expense Ratio(a)        ~ 9.6% to 9.8%

Tax Rate(a)                 38.3% to 38.5% (previously 38.5% to 38.7%)

Weighted-average Fully
                            104 million to 105 million
Diluted Shares Outstanding

GAAP EPS(b)                 $0.51 to $0.56 (previously $1.85 to $2.10)

Non-GAAP EPS(a)             $2.25 to $2.30 (previously $2.25 to $2.35)

(a) Excludes the impact of expected operations strategy-related charges of $100
million to $110 million in 2009.

(b)The company is currently evaluating the impact of the potential sale of the
Northeast business on its 2009 financial results, including potential loss on
sale of the Northeast business, tax benefits, severance costs, other
transaction-related costs and operating costs that will be incurred during the
transition period following the close of the transaction.



Conference Call

As previously announced, Health Net will discuss the company's third quarter 2009 results during a conference call on Tuesday, November 3, 2009, beginning at approximately 11:00 a.m. Eastern time. The conference call should be accessed at least 15 minutes prior to its start with the following numbers:


    866.393.1637 (Domestic)          800.642.1687 (Replay - Domestic)

    706.643.5711 (International)     706.645.9291 (Replay - International)



An access code is required for both the live conference call and the replay. The access code is 31753874. A replay of the conference call will be available through 12.00 a.m. Eastern time on November 8, 2009. A live webcast and replay of the conference call also will be available at www.healthnet.com under "Investor Relations." The conference call webcast is open to all interested parties. Anyone listening to the company's conference call will be presumed to have read Health Net's Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, and June 30, 2009, and other reports filed by the company from time to time with the Securities and Exchange Commission.

About Health Net

Health Net, Inc. is among the nation's largest publicly traded managed health care companies. Its mission is to help people be healthy, secure and comfortable. The company's health plans and government contracts subsidiaries provide health benefits to approximately 6.6 million individuals across the country through group, individual, Medicare, Medicaid and TRICARE and Veterans Affairs programs. Health Net's behavioral health subsidiary, MHN, provides mental health benefits to approximately 6.5 million individuals in all 50 states. The company's subsidiaries also offer managed health care products related to prescription drugs, and offer managed health care product coordination for multi-region employers and administrative services for medical groups and self-funded benefits programs.

For more information on Health Net, Inc., please visit the company's Web site at www.healthnet.com.

Cautionary Statements

All statements in this press release, other than statements of historical information provided herein, may be deemed to be forward-looking statements and as such are subject to a number of risks and uncertainties. These statements are based on management's analysis, judgment, belief and expectation only as of the date hereof, and are subject to uncertainty and changes in circumstances. Without limiting the foregoing, statements including the words "believes," "anticipates," "plans," "expects," "may," "should," "could," "estimate," "intend" and other similar expressions are intended to identify forward-looking statements. Actual results could differ materially due to, among other things, any failure to close the pending sale of our Northeast business; costs, fees and expenses related to the pending sale and proposed post-closing administrative services; potential termination of our TRICARE North operations; rising health care costs; a continued decline in the economy; negative prior period claims reserve developments; investment portfolio impairment charges; volatility in the financial markets; trends in medical care ratios; unexpected utilization patterns or unexpectedly severe or widespread illnesses; membership declines; rate cuts affecting our Medicare or Medicaid businesses; litigation costs; regulatory issues; operational issues; health care reform; and general business and market conditions. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the "Risk Factors" section included within the company's most recent Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q, and the risks discussed in the company's other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. The company undertakes no obligation to publicly revise any of its forward-looking statements to reflect events or circumstances that arise after the date of this release.

The financial information presented in this press release is unaudited and is subject to change as a result of subsequent events or adjustments, if any, arising prior to the filing of the company's Form 10-Q for the period ended September 30, 2009.

Footnotes

1Detailed explanations of the non-GAAP financial measures referred to in this press release and reconciliations to the comparable GAAP measures are included in the attached financial tables.

2See footnote (a) in the Notes to Consolidated Financial Statements in the financial schedules attached to this press release for a reconciliation of this information to the comparable GAAP financial measure.


Health Net, Inc.

Enrollment Data - By State

(In thousands)

                                         Change from

                                         June 30, 2009         September 30, 2008

                    Sept   June   Sept   Increase/   %         Increase/   %
                    30,    30,    30,

                    2009   2009   2008   (Decrease)  Change    (Decrease)  Change

California

 Large Group        888    908    954    (20 )       (2.2  )%  (66  )      (6.9  )%

 Small Group and    365    380    431    (15 )       (3.9  )%  (66  )      (15.3 )%
 Individual

 Commercial Risk    1,253  1,288  1,385  (35 )       (2.7  )%  (132 )      (9.5  )%

 ASO                5      3      5      2           66.7  %   0           0.0   %

 Total Commercial   1,258  1,291  1,390  (33 )       (2.6  )%  (132 )      (9.5  )%

 Medicare           136    134    131    2           1.5   %   5           3.8   %
 Advantage

 Medi-Cal           841    827    742    14          1.7   %   99          13.3  %

  Total California  2,235  2,252  2,263  (17 )       (0.8  )%  (28  )      (1.2  )%

Connecticut

 Large Group        92     92     117    0           0.0   %   (25  )      (21.4 )%

 Small Group and    23     23     26     0           0.0   %   (3   )      (11.5 )%
 Individual

 Commercial Risk    115    115    143    0           0.0   %   (28  )      (19.6 )%

 ASO                25     26     25     (1  )       (3.8  )%  0           0.0   %

 Total Commercial   140    141    168    (1  )       (0.7  )%  (28  )      (16.7 )%

 Medicare           53     52     57     1           1.9   %   (4   )      (7.0  )%
 Advantage

  Total             193    193    225    0           0.0   %   (32  )      (14.2 )%
  Connecticut

New York

 Large Group        97     97     101    0           0.0   %   (4   )      (4.0  )%

 Small Group and    146    145    107    1           0.7   %   39          36.4  %
 Individual

 Commercial Risk    243    242    208    1           0.4   %   35          16.8  %

 ASO                7      7      11     0           0.0   %   (4   )      (36.4 )%

 Total Commercial   250    249    219    1           0.4   %   31          14.2  %

 Medicare           2      2      6      0           0.0   %   (4   )      (66.7 )%
 Advantage

  Total New York    252    251    225    1           0.4   %   27          12.0  %

New Jersey

 Large Group        17     19     20     (2  )       (10.5 )%  (3   )      (15.0 )%

 Small Group and    62     61     55     1           1.6   %   7           12.7  %
 Individual

 Commercial Risk    79     80     75     (1  )       (1.3  )%  4           5.3   %

 ASO                3      2      4      1           50.0  %   (1   )      (25.0 )%

 Total Commercial   82     82     79     0           0.0   %   3           3.8   %

 Medicaid           53     51     46     2           3.9   %   7           15.2  %

  Total New Jersey  135    133    125    2           1.5   %   10          8.0   %

Arizona

 Large Group        59     64     80     (5  )       (7.8  )%  (21  )      (26.3 )%

 Small Group and    38     39     50     (1  )       (2.6  )%  (12  )      (24.0 )%
 Individual

 Commercial Risk    97     103    130    (6  )       (5.8  )%  (33  )      (25.4 )%

 Medicare           65     65     67     0           0.0   %   (2   )      (3.0  )%
 Advantage

  Total Arizona     162    168    197    (6  )       (3.6  )%  (35  )      (17.8 )%

Oregon

 Large Group        78     86     99     (8  )       (9.3  )%  (21  )      (21.2 )%

 Small Group and    47     47     38     0           0.0   %   9           23.7  %
 Individual

 Commercial Risk    125    133    137    (8  )       (6.0  )%  (12  )      (8.8  )%

 Medicare           24     24     22     0           0.0   %   2           9.1   %
 Advantage

  Total Oregon      149    157    159    (8  )       (5.1  )%  (10  )      (6.3  )%

Other States

 Medicare           6      7      10     (1  )       (14.3 )%  (4   )      (40.0 )%
 Advantage

Medicare PDP        466    458    538    8           1.7   %   (72  )      (13.4 )%
(stand-alone)

Total Health Plan
Enrollment

 Large Group        1,231  1,266  1,371  (35 )       (2.8  )%  (140 )      (10.2 )%

 Small Group and    681    695    707    (14 )       (2.0  )%  (26  )      (3.7  )%
 Individual

 Commercial Risk    1,912  1,961  2,078  (49 )       (2.5  )%  (166 )      (8.0  )%

 ASO                40     38     45     2           5.3   %   (5   )      (11.1 )%

 Total Commercial   1,952  1,999  2,123  (47 )       (2.4  )%  (171 )      (8.1  )%

 Medicare           286    284    293    2           0.7   %   (7   )      (2.4  )%
 Advantage

 Medicare PDP       466    458    538    8           1.7   %   (72  )      (13.4 )%
 (stand-alone)

 Medi-Cal/Medicaid  894    878    788    16          1.8   %   106         13.5  %

  Total Health      3,598  3,619  3,742  (21 )       (0.6  )%  (144 )      (3.8  )%
  Plans

TRICARE - North     3,040  3,040  2,951  0           0.0   %   89          3.0   %
Contract Eligibles




Health Net, Inc.

Enrollment Data - Line of Business

(In thousands)

                                         Change from

                                         June 30, 2009         September 30, 2008

                    Sept   June   Sept   Increase/   %         Increase/   %
                    30,    30,    30,

                    2009   2009   2008   (Decrease)  Change    (Decrease)  Change

Large Group

 California         888    908    954    (20 )       (2.2  )%  (66  )      (6.9  )%

 Connecticut        92     92     117    0           0.0   %   (25  )      (21.4 )%

 New York           97     97     101    0           0.0   %   (4   )      (4.0  )%

 New Jersey         17     19     20     (2  )       (10.5 )%  (3   )      (15.0 )%

 Arizona            59     64     80     (5  )       (7.8  )%  (21  )      (26.3 )%

 Oregon             78     86     99     (8  )       (9.3  )%  (21  )      (21.2 )%

                    1,231  1,266  1,371  (35 )       (2.8  )%  (140 )      (10.2 )%

Small Group and
Individual

 California         365    380    431    (15 )       (3.9  )%  (66  )      (15.3 )%

 Connecticut        23     23     26     0           0.0   %   (3   )      (11.5 )%

 New York           146    145    107    1           0.7   %   39          36.4  %

 New Jersey         62     61     55     1           1.6   %   7           12.7  %

 Arizona            38     39     50     (1  )       (2.6  )%  (12  )      (24.0 )%

 Oregon             47     47     38     0           0.0   %   9           23.7  %

                    681    695    707    (14 )       (2.0  )%  (26  )      (3.7  )%

Commercial Risk

 California         1,253  1,288  1,385  (35 )       (2.7  )%  (132 )      (9.5  )%

 Connecticut        115    115    143    0           0.0   %   (28  )      (19.6 )%

 New York           243    242    208    1           0.4   %   35          16.8  %

 New Jersey         79     80     75     (1  )       (1.3  )%  4           5.3   %

 Arizona            97     103    130    (6  )       (5.8  )%  (33  )      (25.4 )%

 Oregon             125    133    137    (8  )       (6.0  )%  (12  )      (8.8  )%

                    1,912  1,961  2,078  (49 )       (2.5  )%  (166 )      (8.0  )%

ASO

 California         5      3      5      2           66.7  %   0           0.0   %

 Connecticut        25     26     25     (1  )       (3.8  )%  0           0.0   %

 New York           7      7      11     0           0.0   %   (4   )      (36.4 )%

 New Jersey         3      2      4      1           50.0  %   (1   )      (25.0 )%

                    40     38     45     2           5.3   %   (5   )      (11.1 )%

Total Commercial

 California         1,258  1,291  1,390  (33 )       (2.6  )%  (132 )      (9.5  )%

 Connecticut        140    141    168    (1  )       (0.7  )%  (28  )      (16.7 )%

 New York           250    249    219    1           0.4   %   31          14.2  %

 New Jersey         82     82     79     0           0.0   %   3           3.8   %

 Arizona            97     103    130    (6  )       (5.8  )%  (33  )      (25.4 )%

 Oregon             125    133    137    (8  )       (6.0  )%  (12  )      (8.8  )%

                    1,952  1,999  2,123  (47 )       (2.4  )%  (171 )      (8.1  )%

Medicare Advantage

 California         136    134    131    2           1.5   %   5           3.8   %

 Connecticut        53     52     57     1           1.9   %   (4   )      (7.0  )%

 New York           2      2      6      0           0.0   %   (4   )      (66.7 )%

 Arizona            65     65     67     0           0.0   %   (2   )      (3.0  )%

 Oregon             24     24     22     0           0.0   %   2           9.1   %

 Other States       6      7      10     (1  )       (14.3 )%  (4   )      (40.0 )%

                    286    284    293    2           0.7   %   (7   )      (2.4  )%

Medi-Cal/Medicaid

 California         841    827    742    14          1.7   %   99          13.3  %

 New Jersey         53     51     46     2           3.9   %   7           15.2  %

                    894    878    788    16          1.8   %   106         13.5  %

Medicare PDP        466    458    538    8           1.7   %   (72  )      (13.4 )%
(stand-alone)

Total Health Plan
Enrollment

 Large Group        1,231  1,266  1,371  (35 )       (2.8  )%  (140 )      (10.2 )%

 Small Group and    681    695    707    (14 )       (2.0  )%  (26  )      (3.7  )%
 Individual

 Commercial Risk    1,912  1,961  2,078  (49 )       (2.5  )%  (166 )      (8.0  )%

 ASO                40     38     45     2           5.3   %   (5   )      (11.1 )%

 Total Commercial   1,952  1,999  2,123  (47 )       (2.4  )%  (171 )      (8.1  )%

 Medicare           286    284    293    2           0.7   %   (7   )      (2.4  )%
 Advantage

 Medicare PDP       466    458    538    8           1.7   %   (72  )      (13.4 )%
 (stand-alone)

 Medi-Cal/Medicaid  894    878    788    16          1.8   %   106         13.5  %

    Total Health    3,598  3,619  3,742  (21 )       (0.6  )%  (144 )      (3.8  )%
    Plans

TRICARE - North     3,040  3,040  2,951  0           0.0   %   89          3.0   %
Contract Eligibles




Health Net, Inc.

Consolidated Statements of Operations

(Amounts in thousands, except per share, PMPM and ratio data)

                                    Quarter Ended  Quarter Ended  Quarter Ended

                                    September 30,  June 30,       September 30,

REVENUES:                           2008           2009           2009

 Health plan services premiums      $ 3,072,717    $ 3,152,783    $ 3,166,877

 Government contracts                 724,323        832,088        758,507

 Net investment income                10,204         20,432         27,691

 Administrative services fees and     11,607         8,387          15,578
 other income

                                      3,818,851      4,013,690      3,968,653

EXPENSES:

 Health plan services                 2,689,790      2,718,039      2,734,984

 Government contracts                 687,848        791,044        716,323

 General and administrative           294,178        332,188        319,451

 Selling                              93,232         81,359         83,275

 Depreciation and amortization        17,255         15,708         12,689

 Interest                             10,413         11,518         10,264

 Impairments on assets held for       -              -              170,570
 sale

                                      3,792,716      3,949,856      4,047,556

Income from operations before         26,135         63,834         (78,903   )
income taxes

Income tax provision                  7,665          23,694         (12,881   )

Net income                          $ 18,470       $ 40,140       $ (66,022   )

Basic earnings per share            $ 0.17         $ 0.39         $ (0.64     )

Diluted earnings per share          $ 0.17         $ 0.38         $ (0.64     )

Weighted average shares
outstanding:

 Basic                                105,915        103,854        103,873

 Diluted                              106,869        104,323        103,873

Pretax margin                         0.7       %    1.6       %    -2.0      %

Health plan services MCR              87.5      %    86.2      %    86.4      %

Government contracts cost ratio       95.0      %    95.1      %    94.4      %

G&A expense ratio                     9.5       %    10.5      %    10.0      %

Selling costs ratio                   3.0       %    2.6       %    2.6       %

Days claims payable (a)               46.3           43.1           41.0

Days claims payable - adjusted (a)    52.7           54.2           50.5

Effective tax rate                    29.3      %    37.1      %    16.3      %

Health plan services premiums PMPM  $ 276.29       $ 295.11       $ 296.16

Health plan services costs PMPM     $ 241.86       $ 254.41       $ 255.77




Health Net, Inc.

Reconciliation of Non-GAAP Financial Measures

Operating Results Excluding Charges

(Amounts in thousands, except per share, PMPM and ratio data)

Note: This table presents the company's consolidated operations for the periods presented below and the charges recorded in the consolidated
statement of operations. Management believes that the presentation of certain financial information in the attached press release (such as Net
investment income, Health plan services expense, General and administrative expense, Income before income taxes, Income tax provision, Net income,
Basic and diluted earnings per share, Pretax margin, MCR, G&A expense ratio, and effective tax rate), excluding the charges that were recorded, all
of which are non-GAAP financial information, are important to investors as they exclude special items that are not indicative of our core operating
results. Non-GAAP financial information presented below should be considered in addition to, not as a substitute for, financial information
prepared in accordance with GAAP.

                 Quarter Ended September 30, 2008             Quarter Ended June 30, 2009                Quarter Ended September 30, 2009

                                               Excluding                                  Excluding                                   Excluding

                                 Impact of     Impact of                     Impact of    Impact of                     Impact of     Impact of

                 As Reported     Charge1       Charge1        As Reported    Charge2      Charge2        As Reported    Charge3       Charge3

                                               (Non-GAAP)                                 (Non-GAAP)                                  (Non-GAAP)

REVENUES:

 Health plan
 services        $ 3,072,717                   $ 3,072,717    $ 3,152,783                 $ 3,152,783    $ 3,166,877                  $ 3,166,877
 premiums

 Government        724,323                       724,323        832,088                     832,088        758,507                      758,507
 contracts

 Net investment    10,204          (14,642 )     24,846         20,432                      20,432         27,691                       27,691
 income

 Administrative
 services fees     11,607                        11,607         8,387                       8,387          15,578                       15,578
 and other
 income

                   3,818,851       (14,642 )     3,833,493      4,013,690      -            4,013,690      3,968,653      -             3,968,653

EXPENSES:

 Health plan       2,689,790                     2,689,790      2,718,039      (2,056  )    2,720,095      2,734,984      (571     )    2,735,555
 services

 Government        687,848                       687,848        791,044                     791,044        716,323                      716,323
 contracts

 General and       294,178         17,145        277,033        332,188        19,646       312,542        319,451        19,495        299,956
 administrative

 Selling           93,232                        93,232         81,359                      81,359         83,275                       83,275

 Depreciation
 and               17,255                        17,255         15,708                      15,708         12,689                       12,689
 amortization

 Interest          10,413                        10,413         11,518                      11,518         10,264                       10,264

 Impairments on
 assets held       -                             -              -                           -              170,570        170,570       -
 for sale

                   3,792,716       17,145        3,775,571      3,949,856      17,590       3,932,266      4,047,556      189,494       3,858,062

Income (loss)
from operations    26,135          (31,787 )     57,922         63,834         (17,590 )    81,424         (78,903   )    (189,494 )    110,591
before income
taxes

Income tax
provision          7,665           (12,498 )     20,163         23,694         (6,977  )    30,671         (12,881   )    (53,890  )    41,009
(benefit)

Net income       $ 18,470        $ (19,289 )   $ 37,759       $ 40,140       $ (10,613 )  $ 50,753       $ (66,022   )  $ (135,604 )  $ 69,582
(loss)

Basic earnings
(loss) per       $ 0.17          $ (0.19   )   $ 0.36         $ 0.39         $ (0.10   )  $ 0.49         $ (0.64     )  $ (1.31    )  $ 0.67
share

Diluted
earnings (loss)  $ 0.17          $ (0.18   )   $ 0.35         $ 0.38         $ (0.11   )  $ 0.49         $ (0.64     )  $ (1.31    )  $ 0.67
per share

Weighted
average shares
outstanding:

 Basic             105,915                       105,915        103,854                     103,854        103,873                      103,873

 Diluted           106,869                       106,869        104,323                     104,323        103,873                      104,432

Pretax margin      0.7       %     -0.8    %     1.5       %    1.6       %    -0.4    %    2.0       %    -2.0      %    -4.8     %    2.8       %

Health plan        87.5      %     0.0     %     87.5      %    86.2      %    -0.1    %    86.3      %    86.4      %    0.0      %    86.4      %
services MCR

Government
contracts cost     95.0      %     -             95.0      %    95.1      %    -            95.1      %    94.4      %    -             94.4      %
ratio

G&A expense        9.5       %     0.5     %     9.0       %    10.5      %    0.6     %    9.9       %    10.0      %    0.6      %    9.4       %
ratio

Selling costs      3.0       %     -             3.0       %    2.6       %    -            2.6       %    2.6       %    -             2.6       %
ratio

Effective tax      29.3      %     -5.5    %     34.8      %    37.1      %    -0.6    %    37.7      %    16.3      %    -20.8    %    37.1      %
rate

1 Includes a $14.6 million pretax realized losses from other-than-temporary impairments of investment securities included in net investment income
and a $17.1 million pretax charge primarily for severance and other expenses related to the company's operations strategy and included in G&A
expenses.

2 Includes a $2.1 million pretax benefit for a litigation reserve true-up included in health plan services expenses and a $19.7 million pretax
charge primarily for severance and other expenses related to the company's operations strategy and included in G&A expenses.

3 Includes $0.6 million litigation reserve true-up included in health care costs, a $19.5 million pretax charge primarily for IT systems and other
expenses related to the company's operations strategy and included in G&A expenses and a $170.6 million pretax asset impairments for goodwill,
intangible and IT-related assets related to the pending sale of our Northeast health plans.




Health Net, Inc.

Consolidated Balance Sheet

(Amounts in thousands, except ratio data)

                                  September 30,   June 30,        Sept 30,

                                  2008            2009            2009

ASSETS

Current Assets

 Cash and cash equivalents        $ 340,121       $ 565,856       $ 463,311

 Investments - available for        1,838,951       1,477,651       1,309,864
 sale

 Premiums receivable, net           295,854         414,199         307,488

 Amounts receivable under           235,064         279,290         224,495
 government contracts

 Incurred but not reported
 (IBNR) health care costs           307,970         334,104         323,207
 receivable under TRICARE North
 contract

 Other receivables                  107,032         181,563         183,258

 Deferred taxes                     111,266         77,600          101,043

 Assets held for sale               -               -               848,601

 Other assets                       238,615         207,383         195,799

Total current assets                3,474,873       3,537,646       3,957,066

Property and equipment, net         228,256         169,925         136,819

Goodwill, net                       751,949         751,949         611,886

Other intangible assets, net        96,122          82,698          29,478

Deferred taxes                      58,555          67,247          44,119

Investments - available for         -               60,047          11,435
sale-noncurrent

Other noncurrent assets             132,427         133,501         103,093

Total Assets                      $ 4,742,182     $ 4,803,013     $ 4,893,896

LIABILITIES AND STOCKHOLDERS'
EQUITY

Current Liabilities

 Reserves for claims and other    $ 1,348,681     $ 1,243,517     $ 951,778
 settlements

 Health care and other costs
 payable under government           56,505          76,709          61,037
 contracts

 IBNR health care costs payable     307,970         334,104         323,207
 under TRICARE North contract

 Unearned premiums                  197,881         184,881         124,828

 Borrowings under amortizing        26,693          117,999         119,915
 financing facility

 Liabilities held for sale          -               -               355,530

 Accounts payable and other         285,016         352,890         529,740
 liabilities

Total current liabilities           2,222,746       2,310,100       2,466,035

Senior notes payable                398,224         398,378         398,429

Borrowings under amortizing         119,900         -               -
financing facility

Borrowings under revolving          100,000         100,000         100,000
credit facility

Other noncurrent liabilities        206,187         167,993         154,087

Total Liabilities                   3,047,057       2,976,471       3,118,551

Stockholders' Equity

 Common stock and additional        1,181,481       1,191,021       1,184,905
 paid-in capital

 Treasury common stock, at cost     (1,367,302 )    (1,368,825 )    (1,368,854 )

 Retained earnings                  1,908,565       2,006,275       1,940,253

 Accumulated other comprehensive    (27,619    )    (1,929     )    19,041
 loss

Total Stockholders' Equity          1,695,125       1,826,542       1,775,345

Total Liabilities and             $ 4,742,182     $ 4,803,013     $ 4,893,896
Stockholders' Equity

Debt-to-Total Capital Ratio         27.6       %    25.2       %    25.8       %




Health Net, Inc.

Supplemental Consolidated Balance Sheet

As of September 30, 2009

(Amounts in thousands, except ratio data)

Note:

Set forth below is a supplemental consolidated balance sheet as of September 30,
2009, which breaks out certain assets and liabilities being held for sale, a
portion of which is non-GAAP financial information. Management believes that the
presentation of this non-GAAP financial information presented below is important
to investors as it shows the assets and liabilities and the related amounts that
will no longer be included in our consolidated balance sheet following closing
of the pending sale of our Northeast health plans to UnitedHealth Group.
Non-GAAP financial information presented below should be considered in addition
to, not as a substitute for, financial information prepared in accordance with
GAAP.

                          Including

                          Assets/Liabilities

                          Held for Sale       Assets/Liabilities

                          (Non-GAAP)          Held for Sale       As Reported

ASSETS

Current Assets

 Cash and cash            $ 701,571           $ 238,260           $ 463,311
 equivalents

 Investments - available    1,663,264           353,400             1,309,864
 for sale

 Premiums receivable,       350,390             42,902              307,488
 net

 Amounts receivable
 under government           224,495                                 224,495
 contracts

 Incurred but not
 reported (IBNR) health
 care costs receivable      323,207                                 323,207
 under TRICARE North
 contract

 Other receivables          211,840             28,582              183,258

 Deferred taxes             114,897             13,854              101,043

 Assets held for sale       -                   (848,601 )          848,601

 Other assets               222,496             26,697              195,799

Total current assets        3,812,160           (144,906 )          3,957,066

Property and equipment,     136,819                                 136,819
net

Goodwill, net               611,886                                 611,886

Other intangible assets,    75,630              46,152              29,478
net

Deferred taxes              62,927              18,808              44,119

Investments - available     17,145              5,710               11,435
for sale-noncurrent

Other noncurrent assets     177,329             74,236              103,093

Total Assets              $ 4,893,896         $ -                 $ 4,893,896

LIABILITIES AND
STOCKHOLDERS' EQUITY

Current Liabilities

 Reserves for claims and  $ 1,194,947         $ 243,169           $ 951,778
 other settlements

 Health care and other
 costs payable under        61,037                                  61,037
 government contracts

 IBNR health care costs
 payable under TRICARE      323,207                                 323,207
 North contract

 Unearned premiums          169,413             44,585              124,828

 Borrowings under
 amortizing financing       119,915                                 119,915
 facility

 Liabilities held for       -                   (355,530 )          355,530
 sale

 Accounts payable and       591,056             61,316              529,740
 other liabilities

Total current               2,459,575           (6,460   )          2,466,035
liabilities

Senior notes payable        398,429                                 398,429

Borrowings under
amortizing financing        -                                       -
facility

Borrowings under
revolving credit            100,000                                 100,000
facility

Other noncurrent            160,547             6,460               154,087
liabilities

Total Liabilities           3,118,551           -                   3,118,551

Stockholders' Equity

 Common stock and
 additional paid-in         1,184,905                               1,184,905
 capital

 Treasury common stock,     (1,368,854 )                            (1,368,854 )
 at cost

 Retained earnings          1,940,253                               1,940,253

 Accumulated other          19,041                                  19,041
 comprehensive loss

Total Stockholders'         1,775,345           -                   1,775,345
Equity

Total Liabilities and     $ 4,893,896         $ -                 $ 4,893,896
Stockholders' Equity

Debt-to-Total Capital       25.8       %                            25.8       %
Ratio




Health Net, Inc.

Consolidated Statements of Cash Flows

(Amounts in thousands)

                                     Quarter Ended  Quarter Ended  Quarter Ended

                                     September 30,  June 30,       September 30,

                                     2008           2009           2009

CASH FLOWS FROM OPERATING
ACTIVITIES:

Net income (loss)                    $ 18,470       $ 40,140       $ (66,022  )

Adjustments to reconcile net income
(loss) to net cash

 provided by (used in) operating
 activities:

 Amortization and depreciation         17,255         15,708         12,689

 Share-based compensation expense      8,216          5,987          (5,025   )

 Deferred income taxes                 52,249         11,579         (45,976  )

 Excess tax benefits from              (35      )     -              -
 share-based compensation

 Asset and investment impairment       15,733         491            170,570
 charges

 Other changes                         (4,985   )     1,140          (5,362   )

Changes in assets and liabilities:

 Premiums receivable and unearned      112,741        (20,673  )     48,341
 premiums

 Other receivables, deferred taxes     (61,547  )     29,290         (30,470  )
 and other assets

 Amounts receivable/payable under      5,977          (9,039   )     39,123
 government contracts

 Reserves for claims and other         (9,075   )     (85,192  )     (48,570  )
 settlements

 Accounts payable and other            (62,558  )     (43,598  )     85,055
 liabilities

Net cash provided by (used in)         92,441         (54,167  )     154,353
operating activities

CASH FLOWS FROM INVESTING
ACTIVITIES:

Sales of investments                   154,478        307,407        465,732

Maturities of investments              58,400         51,010         37,355

Purchases of investments               (580,780 )     (455,652 )     (520,733 )

Proceeds from sale of property and     -              -              12
equipment

Purchases of property and equipment    (7,887   )     (5,081   )     (8,018   )

Net sales and purchases of             7,661          (41      )     6,558
restricted investments and other

Net cash used in investing             (368,128 )     (102,357 )     (19,094  )
activities

CASH FLOWS FROM FINANCING
ACTIVITIES:

Proceeds from exercise of stock
options and employee stock             235            -              485
purchases

Repurchases of common stock            (100,110 )     -              (29      )

Excess tax benefits from               35             -              -
share-based compensation

Borrowings under financing             200,000        25,000         -
arrangements

Repayment of borrowings under          (245,000 )     (42,444  )     -
financing arrangements

Net cash (used in) provided by         (144,840 )     (17,444  )     456
financing activities

Net decrease in cash and cash          (420,527 )     (173,968 )     135,715
equivalents

Cash and cash equivalents              -              -              (238,260 )
classified as assets held for sale

Cash and cash equivalents,             760,648        739,824        565,856
beginning of period

Cash and cash equivalents, end of    $ 340,121      $ 565,856      $ 463,311
period




Health Net, Inc.

Notes to Consolidated Financial Statements

Note:

(a) Management believes that days claims payable (excluding capitation, provider
and other claim settlements and Medicare Part D), a non-GAAP financial measure,
provides useful information to investors because, in excluding those health care
costs for which no or minimal reserves are maintained, it is a more accurate
reflection of days claims payable calculated from claims-based reserves than is
days claims payable, which does not exclude such costs. This non-GAAP financial
information should be considered in addition to, not as a substitute for,
financial information prepared in accordance with GAAP. The following table
provides a reconciliation of the differences between days claims payable
(excluding capitation, provider and other claim settlements and Medicare Part D)
and days claims payable, the most directly comparable financial measure
calculated and presented in accordance with GAAP:

                                           Q3 2008      Q2 2009      Q3 2009

                                           (Dollars in millions)

Reserve for Claims and Other Settlements   $ 1,348.7    $ 1,243.5    $ 951.8

Add: Reserve for Claims and Other                                    $ 243.2
Settlements Held for Sale

Less: Capitation Payable, Provider and
Other Claim Settlements and Medicare Part    (245.3  )    (196.9  )    (159.2  )
D

Adjusted Reserve for Claims and Other        1,103.4      1,046.6      1,035.8
Settlements

(1) Average Reserve for Claims and Other     1,353.2      1,286.1      1,219.3
Settlements

(2) Average Adjusted Reserve for Claims      1,084.0      1,089.4      1,041.2
and Other Settlements

(3) Health Plan Services Cost                2,689.8      2,718.0      2,735.0

Less: Capitation Payable, Provider and
Other Claim Settlements and Medicare Part    (796.5  )    (887.4  )    (837.3  )
D

(4) Adjusted Health Plan Services Cost       1,893.3      1,830.6      1,897.7

(5) Number of Days in Period                 92           91           92

= (1) / (3) * (5) Days Claims Payable        46.3         43.1         41.0

= (2) / (4) * (5) Days Claims Payable -      52.7         54.2         50.5
Adjusted




Health Net, Inc.

Reconciliation of Reserves for Claims and Other Settlements

(In millions)

                                             Health Plan Services

                                             YTD 9/2009   Year 2008    Year 2007

Reserve for claims (a), beginning of period  $ 957.1      $ 838.7      $ 754.2

Incurred claims related to:

 Current Year                                  4,899.5      6,372.2      5,790.7

 Prior Years (c)                               (72.1   )    (8.3    )    0.6

Total Incurred (b)                             4,827.4      6,363.9      5,791.3

Paid claims related to:

 Current Year                                  4,018.2      5,443.2      4,972.3

 Prior Years                                   843.4        802.3        734.5

Total Paid (b)                                 4,861.6      6,245.5      5,706.8

Reserve for claims (a), end of period          922.9        957.1        838.7

Add:

Claims Payable (d)                             183.8        284.8        365.6

Other (e)                                      88.2         96.2         96.1

Held for Sale Reserve for Claims and other     (243.2  )
Settlements (f)

Reserves for claims and other settlements,   $ 951.7      $ 1,338.1    $ 1,300.4
end of period




(a) Consists of incurred but not reported claims and received but unprocessed
claims and reserves for loss adjustment expenses.

(b) Includes medical claims only. Capitation, pharmacy and other payments
including provider settlements are not included.

(c) This line represents the change in reserves attributable to the difference
between the original estimate of incurred claims for prior years and the revised
estimate. In developing the revised estimate, there have been no changes in the
approach used to determine the key actuarial assumptions, which are the
completion factor and medical cost trend. Claims liabilities are estimated under
actuarial standards of practice and generally accepted accounting principles.
The majority of the reserve balance held at each quarter-end is associated with
the most recent months' incurred services because these are the services for
which the fewest claims have been paid. The majority of the adjustments to
reserves relate to variables and uncertainties associated with actuarial
assumptions. The degree of uncertainty in the estimates of incurred claims is
greater for the most recent months' incurred services. Revised estimates for
prior years are determined in each quarter based on the most recent updates of
paid claims for prior years.

(d) Includes amount accrued for litigation and regulatory-related expenses.

(e) Includes accrued capitation, shared risk settlements, provider incentives
and other reserve items.

(f) Reserves for claims and other settlements related to Northeast business
reclassified to liabilities held for sale due to pending sale.




    Source: Health Net, Inc.


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