8-K

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): July 29, 2010 (July 29, 2010)

HEALTHSPRING, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-32739	20-1821898
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9009 Carothers Parkway Suite 501 Franklin, Tennessee	37067
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 291-7000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 July 29, 2010, HealthSpring, Inc., a Delaware corporation (the “Company”), issued a press release announcing its results of operations and financial condition for and as of the quarter and six months ended June 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1.

The attached press release includes a presentation of certain financial measures not computed in accordance with United States generally accepted accounting principles (“GAAP”). The Company believes that the non-GAAP measures used in the release, when presented in conjunction with comparable GAAP measures, are useful to both management and investors in analyzing the Company’s ongoing business and operating performance. These non-GAAP measures should be considered in addition to, but not as a substitute for, items prepared in accordance with GAAP that are presented in the release. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measure has also been provided in the release.

The information furnished pursuant to this Item 2.02 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release issued by HealthSpring, Inc. dated July 29, 2010.

SIGNATURE

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.

HEALTHSPRING, INC.

By: /s/ J. Gentry Barden                                        
J. Gentry Barden
Senior Vice President

Date: July 29, 2010

EXHIBIT INDEX

No.	Exhibit
99.1	Press Release issued by HealthSpring, Inc. dated July 29, 2010.

EX-99.1

Exhibit 99.1

Company Contact: Lankford Wade
Senior Vice President & Treasurer
(615) 236-6200

HealthSpring, Inc. Reports 2010 Second Quarter Results

Increases 2010 Earnings Per Share Guidance Range to $3.15 to $3.25

NASHVILLE, TN (July 29, 2010) — HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter ended June 30, 2010. Highlights for the 2010 second quarter included:

• Net income of $55.8 million, or $0.98 per diluted share, compared with $31.9 million, or $0.58 per diluted share, in the 2009 second quarter.

• Premium revenue of $756.3 million, up 12.6% over the 2009 second quarter.

• Medicare Advantage membership of 197,436, up 8.3% over the 2009 second quarter and 4.3% over 2009 year-end, and stand-alone PDP membership of 394,599, up 33.9% over the 2009 second quarter and 26.1% over 2009 year-end.

Commenting on 2010 second quarter results, Herb Fritch, Chairman and Chief Executive Officer, said, “Results for the second quarter were strong as we continue to experience favorable member retention and lower inpatient utilization in our health plans. Based on our year-to-date results and because we believe the generally favorable trends in the quarter will continue over the balance of 2010, we are increasing our full year 2010 earnings per share guidance.”

Second Quarter Results
($ in thousands, except per share amounts)

	Three Months Ended
	June 30,				Percent
	2010		2009		Change
Premium revenue	$	756,342	$	671,450		12.6	%
Total revenue		768,479		682,543		12.6
Medical expense		604,933		558,403		8.3
Net income		55,775		31,891		74.9
Net income per common share — diluted (1)		0.98		0.58		69.0

⁽¹⁾ Weighted average shares outstanding used in the calculation of net income per common share — diluted for the three months ended June 30, 2010 and 2009, were 57,049,980 and 54,770,212, respectively.

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HS Reports Second Quarter 2010 Results
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July 29, 2010

Operating Highlights

Revenue

• Medicare Advantage premiums (including the prescription drug component of HealthSpring’s Medicare Advantage plans, or “MA-PD”) were $640.8 million for the 2010 second quarter, reflecting an increase of 9.9% over the 2009 second quarter. The higher premium revenue in the 2010 second quarter was primarily attributable to an 8.3% increase in membership compared with the 2009 second quarter.

• Medicare Advantage per member per month, or “PMPM,” premiums increased to $1,082 in the 2010 second quarter compared with $1,075 in the 2009 second quarter. The PMPM premium increase in the 2010 second quarter resulted from increases related to member risk scores, which was partially offset by decreases in CMS-calculated base premium rates. On a year-to-date basis, PMPM premiums increased to $1,072 in 2010 compared with $1,061 in 2009.

• Stand-alone PDP premium revenue was $115.4 million for the 2010 second quarter, an increase of 32.0% compared with the 2009 second quarter. The increase in revenue was primarily the result of a 33.9% increase in membership. PDP premiums PMPM in the 2010 second quarter were $98 compared with $100 in the 2009 second quarter. On a year-to-date basis, PDP PMPM premiums increased to $105 in 2010 compared with $104 in 2009.

Medical Expense

• Medicare Advantage medical loss ratio, or “MLR,” was 77.9% for the 2010 second quarter compared with 82.0% for the 2009 second quarter. Changes in benefit design and decreases in inpatient utilization, combined with the premium revenue increases, resulted in a decrease in the current period MLR. On a year-to-date basis, Medicare Advantage MLR was 78.1% for 2010 compared with 81.7% for 2009. Medicare Advantage PMPM medical expense decreased 4.3% in the 2010 second quarter compared with the 2009 second quarter and decreased 3.4% year-to-date compared with the first six months of 2009.

• PDP MLR was 91.2% for the 2010 second quarter compared with 91.1% for the 2009 second quarter. On a year-to-date basis, PDP MLR was 95.1% for 2010 compared with 93.5% for 2009.

Selling, General & Administrative (SG&A) Expense

• SG&A expense as a percentage of total revenue in the 2010 second quarter decreased 50 basis points to 8.6% compared with 9.1% in the 2009 second quarter. The improvement in SG&A as a percentage of revenue resulted primarily from the increases in premium revenue. SG&A expense in the 2010 second quarter increased $3.9 million compared with the 2009 second quarter. On a year-to-date basis, SG&A as a percentage of total revenue was 9.3% for 2010 compared with 10.1% for 2009.

Interest Expense

• Interest expense in the 2010 second quarter decreased $1.7 million compared with the 2009 second quarter as a result of lower average debt amounts outstanding and lower interest rates. The Company’s interest expense on a year-to-date basis for 2010 includes debt extinguishment costs of $7.1 million in the 2010 first quarter resulting from the Company’s entering into a new credit facility and terminating its prior credit facility.

• The Company’s weighted average effective interest rate on the Company’s borrowings (exclusive of the amortization of deferred financing costs and other credit facility fees) for the three months ended June 30, 2010, was 3.4% compared with 4.9% for the three months ended June 30, 2009.

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HS Reports Second Quarter 2010 Results
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July 29, 2010

Income Taxes

• The Company’s effective income tax rate for the three months ended June 30, 2010, was 36.3% compared with 36.5% for the three months ended June 30, 2009. The Company’s effective income tax rate for the six months ended June 30, 2010, was 36.6%.

Balance Sheet Highlights

• At June 30, 2010, the Company’s cash and cash equivalents were $103.7 million, $56.3 million of which was held by unregulated entities, compared with cash and cash equivalents of $439.4 million at December 31, 2009, $106.4 million of which was held by unregulated entities. The reduction in cash and cash equivalents during the six months ended June 30, 2010, is primarily attributable to net purchases of $230.0 million of investment securities and to net payments of $66.4 million of long-term debt.

• At June 30, 2010, the Company’s accounts receivable were $213.7 million compared with accounts receivable of $92.4 million at December 31, 2009. The increase in accounts receivable during the six months ended June 30, 2010, was primarily the result of an increase in risk premium payments due from CMS and rebates due from drug companies. The Company will receive risk premium settlement payments from CMS of approximately $119.7 million in the 2010 third quarter.

• For the first six months of 2010, net cash used in operating activities was $40.8 million compared with $7.9 million used in the same period of 2009. As a result of the increase in accruals for risk adjustment payments and the timing of receipt of such payments from CMS, cash flow from operations significantly lags net income in the first half of the year.

• Days in claims payable totaled 32 at the end of the 2010 second quarter compared with 29 at the end of the 2010 first quarter and 36 at the end of the 2009 second quarter.

• In May 2010, the Company’s Board of Directors authorized a stock repurchase program to buy back up to $100.0 million of the Company’s common stock. During the 2010 second quarter, the Company repurchased approximately 838,000 shares for $14.3 million, or an average cost of $17.10 per share, under the stock repurchase program. All repurchases were made utilizing unrestricted cash on hand.

Outlook

• EPS: The Company is increasing its expectations for diluted earnings per share for 2010 to be in the range of $3.15 to $3.25 on weighted average shares outstanding of approximately 57.0 million.

• Membership: The Company maintains its estimate for Medicare Advantage membership at a range of 198,000 to 200,000 at the end of 2010. The Company now estimates PDP membership of approximately 410,000 at the end of 2010.

• Revenue: The Company now estimates that 2010 total revenue will be between $2.95 billion and $3.00 billion.

• MLRs: The Company is modifying its estimate for Medicare Advantage MLR to be approximately 79% for 2010. The Company now estimates stand-alone PDP MLR to be in the range of 86.5% to 87.0% for the year.

• SG&A: The Company maintains its estimate that selling, general and administrative expense will be approximately 10.0% of total revenue for 2010.

• Income taxes: The Company now estimates that its effective income tax rate for 2010 will approximate 36.5%.

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HS Reports Second Quarter 2010 Results
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July 29, 2010

Conference Call

A live audio webcast of the conference call regarding second quarter results and other matters referenced in this release will begin at 10:00 a.m. ET on Thursday, July 29, 2010. The public may access the conference call through HealthSpring’s website, www.healthspring.com, under the Investor Relations tab. The conference call can also be accessed by dialing (913) 312-0379, confirmation number 7999846. An online replay will be available approximately two hours following the conclusion of the live broadcast and will continue for 30 days.

About HealthSpring

HealthSpring is based in Nashville, TN, and is one of the country’s largest Medicare Advantage coordinated care plans. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Florida, Georgia, Illinois, Mississippi, Tennessee, and Texas and also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.healthspring.com. Media information is available at HealthSpring’s press site: http://press.healthspring.com.

Cautionary Statement Regarding Forward Looking Statements

Statements contained in this release that are not historical fact are forward-looking statements, which the Company intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend on or refer to future events or conditions, or that include words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions are forward-looking statements. Such statements include statements regarding 2010 guidance. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause its actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Any projections or other forward-looking information in this release or made orally and related thereto are based on management’s beliefs and assumptions and on information available to HealthSpring at the time the statements were or are made, which is subject to change. Although any such projections and forward-looking information and the factors influencing them will likely change, HealthSpring will not necessarily update the information except as required by law, as HealthSpring will only provide guidance at certain points during the year. Information contained herein speaks only as of the date of this release.

The following factors, among others, could cause actual results to differ materially from those in the forward-looking statements: changes in enrollment and dis-enrollment patterns, including as a result of shortened enrollment periods; the impact of recent healthcare reform legislation, including legislative and regulatory actions or changes affecting Medicare funding and premium rates, increased costs, and new taxes; changes in our members’ utilization of medical services; changes in medical and prescription drug cost trends; the Company’s ability to accurately estimate CMS retroactive risk adjustments to Medicare premiums; competition; the Company’s ability to accurately estimate incurred but not reported and other unpaid medical claims; negotiation of acceptable contracts with physicians, hospitals, and other providers; contractual disputes with providers; increases in costs or liabilities associated with litigation; costs or liabilities associated with compliance with regulatory mandates and with responding to regulatory audits; management changes; the Company’s ability to identify, evaluate, and integrate acquisition opportunities; substantial changes in interest rates over a prolonged period; and changes in tax estimates, assets, or liabilities and valuation allowances related thereto. The foregoing list of factors is not intended to be exhaustive. Additional information concerning these and other important risks and uncertainties can be found under the headings “Special Note Regarding Forward-Looking Statements” and “Item 1A. — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, and in other public filings by the Company.

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HS Reports Second Quarter 2010 Results
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July 29, 2010

Supplemental Information

1. Membership

	June 30,		Dec. 31,		Percent			June 30,		Percent
	2010		2009		Change			2009		Change
MA Membership:
Alabama		30,724		31,330		(1.9	)%		30,101		2.1	%
Florida		35,975		32,606		10.3			30,892		16.5
Georgia		741		—		—			—		—
Illinois		11,814		11,261		4.9			10,821		9.2
Mississippi		5,321		4,591		15.9			4,152		28.2
Tennessee		64,791		58,252		11.2			55,917		15.9
Texas		48,070		51,201		(6.1	)		50,348		(4.5	)
Total		197,436		189,241		4.3	%		182,231		8.3	%
PDP Membership		394,599		313,045		26.1	%		294,753		33.9	%

2. Reconciliation of Medical Claims Payable

The following table provides a reconciliation of changes in the medical claims liability for HealthSpring for the six months ended June 30, 2010 and 2009.

	Six Months Ended
	June 30,
(Unaudited, $ in thousands)	2010			2009
Balance at beginning of period	$	202,308		$	190,144
Incurred related to:
Current period (1)		1,229,884			1,094,896
Prior period (2)		(12,432	)		(6,894	)
Total incurred		1,217,452			1,088,002
Paid related to:
Current period		1,034,842			895,867
Prior period		168,388			160,820
Total paid		1,203,230			1,056,687
Balance at the end of the period	$	216,530		$	221,459

(1)

Approximately $0.9 million paid to providers under risk sharing and capitation arrangements related to 2009 premiums is included in the incurred related to current period amounts in 2010. Such amount does not relate to fee-for-service medical claims estimates. Similarly, $3.5 million paid to providers under risk sharing and capitation arrangements related to 2008 premiums is included in the 2009 incurred related to current period. These amounts are the result of additional retroactive risk adjustment premium payments recorded that pertain to the prior year’s premiums.

(2)

Negative amounts reported for incurred related to prior periods result from fee-for-service medical claims estimates being settled for amounts less than originally anticipated (a favorable development).

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HS Reports Second Quarter 2010 Results
Page 6
July 29, 2010

3. Segment Information

Financial data by reportable segment for the three and six months ended June 30 is as follows (in thousands):

	MA-PD		PDP			Corporate			Total
Three months ended June 30, 2010
Revenue	$	653,074	$	115,395		$	10		$	768,479
EBITDA		99,371		4,162			(6,203	)		97,330
Depreciation and amortization expense		6,238		—			1,272			7,510
Three months ended June 30, 2009
Revenue	$	595,034	$	87,496		$	13		$	682,543
EBITDA		64,263		3,302			(5,731	)		61,834
Depreciation and amortization expense		6,366		20			1,256			7,642
Six months ended June 30, 2010
Revenue	$	1,284,024	$	244,871		$	26		$	1,528,921
EBITDA		181,822		(601	)		(12,498	)		168,723
Depreciation and amortization expense		12,430		31			2,836			15,297
Six months ended June 30, 2009
Revenue	$	1,148,519	$	180,114		$	25		$	1,328,658
EBITDA		116,241		2,256			(12,398	)		106,099
Depreciation and amortization expense		12,722		40			2,404			15,166

As of January 1, 2010, the Company revised its methodology for allocating SG&A expenses within its prescription drug operations to its MA-PD and PDP segments, which resulted in allocating a greater share of such expenses to its PDP segment. As a result of these revisions, the segment EBITDA amounts for the 2009 period includes reclassification adjustments between segments such that the periods presented are comparable.

A reconciliation of reportable segment EBITDA to net income included in the consolidated statements of income is as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
EBITDA	$	97,330		$	61,834		$	168,723		$	106,099
Income tax expense		(31,791	)		(18,331	)		(51,625	)		(30,179	)
Interest expense		(2,254	)		(3,970	)		(12,225	)(1)		(8,251	)
Depreciation and amortization		(7,510	)		(7,642	)		(15,297	)		(15,166	)
Net Income	$	55,775		$	31,891		$	89,576		$	52,503

⁽¹⁾ Includes $7.1 million of debt extinguishment costs related to the termination of the Company’s previous credit facility.

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HS Reports Second Quarter 2010 Results
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July 29, 2010

HealthSpring, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet Information
(in thousands)
(Unaudited)

	June 30,			December 31,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	103,697		$	439,423
Accounts receivable, net		213,671			92,442
Investment securities available for sale		—			8,883
Investment securities held to maturity		—			13,965
Funds due for the benefit of members		—			4,028
Deferred income taxes		5,167			6,973
Prepaid expenses and other		10,805			9,586
Total current assets		333,340			575,300
Investment securities available for sale		259,875			13,574
Investment securities held to maturity		42,567			38,463
Property and equipment, net		29,498			30,316
Goodwill		624,507			624,507
Intangible assets, net		194,822			203,147
Restricted investments		20,856			16,375
Risk corridor receivable from CMS		26,083			—
Other		20,654			6,585
Total assets	$	1,552,202		$	1,508,267
Liabilities and Stockholders’ Equity
Current liabilities:
Medical claims liability	$	216,530		$	202,308
Accounts payable, accrued expenses and other		44,396			50,954
Risk corridor payable to CMS		2,720			2,176
Funds held for the benefit of members		24,504			—
Current portion of long-term debt		17,500			43,069
Total current liabilities		305,650			298,507
Deferred income taxes		75,037			80,434
Long-term debt, less current portion		153,125			193,904
Other long-term liabilities		5,458			5,966
Total liabilities		539,270			578,811
Stockholders’ equity:
Common stock		613			608
Additional paid in capital		553,731			548,481
Retained earnings		518,341			428,765
Accumulated other comprehensive income (loss), net		2,224			(1,044	)
Treasury stock		(61,977	)		(47,354	)
Total stockholders’ equity		1,012,932			929,456
Total liabilities and stockholders’ equity	$	1,552,202		$	1,508,267

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HS Reports Second Quarter 2010 Results
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July 29, 2010

HealthSpring, Inc. and Subsidiaries

Condensed Consolidated Statement of Income Information
(in thousands, except share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Revenue:
Premium revenue	$	756,342		$	671,450		$	1,505,720		$	1,306,046
Management and other fees		10,590			9,987			20,778			19,956
Investment income		1,547			1,106			2,423			2,656
Total revenue		768,479			682,543			1,528,921			1,328,658
Operating expenses:
Medical expense		604,933			558,403			1,217,452			1,088,002
Selling, general and administrative		66,216			62,306			142,746			134,557
Depreciation and amortization		7,510			7,642			15,297			15,166
Interest expense		2,254			3,970			12,225			8,251
Total operating expenses		680,913			632,321			1,387,720			1,245,976
Income before income taxes		87,566			50,222			141,201			82,682
Income taxes		(31,791	)		(18,331	)		(51,625	)		(30,179	)
Net income	$	55,775		$	31,891		$	89,576		$	52,503
Net Income per common share:
Basic	$	0.98		$	0.59		$	1.57		$	0.96
Diluted	$	0.98		$	0.58		$	1.56		$	0.96
Weighted average common shares outstanding:
Basic		56,917,219			54,497,780			57,069,994			54,490,155
Diluted		57,049,980			54,770,212			57,302,567			54,794,251

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HS Reports Second Quarter 2010 Results
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July 29, 2010

HealthSpring, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flow Information
(in thousands)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Cash flows from operating activities:
Net income	$	55,775		$	31,891		$	89,576		$	52,503
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		7,510			7,642			15,297			15,166
Amortization of deferred financing cost		452			587			958			1,203
Amortization on bond investments		794			258			1,088			485
Equity in earnings of unconsolidated affiliate		(125	)		(52	)		(228	)		(103	)
Share-based compensation		2,058			2,254			4,777			5,158
Deferred tax benefit		(2,890	)		(3,816	)		(5,501	)		(6,585	)
Write-off of deferred financing fees		—			—			5,079			—
Increase (decrease) in cash due to:
Accounts receivable		(61,590	)		(42,043	)		(121,229	)		(75,159	)
Prepaid expenses and other current assets		(9,108	)		(1,297	)		(13,850	)		(2,734	)
Medical claims liability		18,646			9,641			14,222			31,315
Accounts payable, accrued expenses and other current liabilities		(11,414	)		(12,697	)		(7,042	)		(9,246	)
Risk corridor payable to/ receivable from CMS		(5,610	)		(8,288	)		(25,539	)		(20,602	)
Other		(379	)		(112	)		1,598			654
Net cash used in operating activities		(5,881	)		(16,032	)		(40,794	)		(7,945	)
Cash flows from investing activities:
Additional consideration paid on acquisition		(610	)		(910	)		(610	)		(910	)
Purchases of property and equipment		(3,103	)		(2,683	)		(5,544	)		(5,502	)
Purchases of investment securities		(206,789	)		(10,440	)		(327,257	)		(28,687	)
Maturities of investment securities		41,864			14,037			50,075			22,737
Sales of investment securities		5,560			—			51,666			—
Purchases of restricted investments		(21,574	)		(3,540	)		(32,522	)		(10,123	)
Maturities of restricted investments		20,477			302			28,025			6,344
Distributions from affiliates		87			—			87			—
Net cash used in investing activities		(164,088	)		(3,234	)		(236,080	)		(16,141	)
Cash flows from financing activities:
Funds received for the benefit of members		209,912			165,293			416,917			325,004
Funds withdrawn for the benefit of members		(211,784	)		(148,699	)		(388,385	)		(271,476	)
Proceeds from issuance of long-term debt		—			—			200,000			—
Payments on long-term debt		(4,375	)		(7,181	)		(266,347	)		(16,678	)
Excess tax benefit from stock options exercised		84			—			124			—
Proceeds from stock option exercises		—			—			477			6
Purchase of treasury stock		(14,304	)		—			(14,304	)		—
Payment of debt issue costs		—			—			(7,334	)		—
Net cash (used in) provided by financing activities		(20,467	)		9,413			(58,852	)		36,856
Net (decrease) increase in cash and cash equivalents		(190,436	)		(9,853	)		(335,726	)		12,770
Cash and cash equivalents at beginning of period		294,133			304,863			439,423			282,240
Cash and cash equivalents at end of period	$	103,697		$	295,010		$	103,697		$	295,010

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