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): February 13, 2008 (February 13, 2008)

HEALTHSPRING, INC.

(Exact name of registrant as specified in charter)

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

9009 Carothers Parkway
Suite 501
Franklin, Tennessee
(Address of principal executive offices) 37067
(Zip Code)

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

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):

     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 February 13, 2008, the Company issued a press release announcing its results of operations for the fourth quarter and year ended December 31, 2007. 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, or 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 been provided in the release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1       Press Release issued by HealthSpring, Inc. dated February 13, 2008.

SIGNATURES

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

HEALTHSPRING, INC.
By:	/s/ J. Gentry Barden
	J. Gentry Barden
	Senior Vice President, Corporate General Counsel, and Secretary

Date: February 13, 2008

EXHIBIT INDEX

No.	Exhibit
99.1	Press Release issued by HealthSpring, Inc. dated February 13, 2008.

EX-99.1

Exhibit 99.1

Company Contact:	Lankford Wade
	Vice President
	HealthSpring, Inc.
	(615) 236-6200

HealthSpring, Inc. Reports 2007 Fourth Quarter and Full Year Results

NASHVILLE, Tenn. (February 13, 2008) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2007. Highlights included:

• Net income of $26.2 million, or $0.46 per diluted share, compared with $20.1 million, or $0.35 per diluted share, in the 2006 fourth quarter.

• Full year diluted EPS of $1.51, compared with $1.44 for 2006.

• Medicare Advantage membership of 153,197 at December 31, 2007, up 33.1% year over year. PDP membership of 139,212 at December 31, 2007, up 56.9% over the 2006 fourth quarter end.

• Medicare premium revenue in the fourth quarter of $446.1 million, an increase of 49.4% over the 2006 fourth quarter.

• Medicare premium revenue for the year of $1.5 billion, an increase of 28.7% over 2006.

Commenting on 2007 results, Herb Fritch, Chairman, President, and Chief Executive Officer, said, “We have responded to the challenges of 2007 and have strong positive momentum entering 2008. The acquisition in October of Leon Medical Health Centers Health Plans gave us an immediately profitable presence in the important South Florida Medicare market. We continued throughout the year to seek stronger physician engagements, particularly in our Tennessee and Alabama markets. And, our LivingWell Health Centers began to deliver anticipated benefits to our operations, demonstrating positive impacts on quality of care, member retention, and members’ risk scores.”

Fourth Quarter Results
($in thousands)

	Three Months Ended
	December 31,				Percent
	2007		2006		Change
Medicare premium revenue	$	446,095	$	298,549		49.4	%
Total revenue		468,476		335,670		39.6
Medicare medical expense		348,533		229,645		51.8
Total medical expense		358,261		253,858		41.1
EBITDA (1)		55,456		33,328		66.4
Net income		26,203		20,101		30.4
Net income per common share — diluted		0.46		0.35		31.4

⁽¹⁾ See “Supplemental Information” below and the accompanying reconciliation of non-GAAP measures to GAAP measures.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

Fourth Quarter Operating Highlights

Revenue

• Medicare Advantage (including MA-PD) premiums were $417.4 million for the 2007 fourth quarter, reflecting an increase of 51.9% over the 2006 fourth quarter. The higher premiums in the 2007 fourth quarter were attributable to increases in both membership and per member per month, or PMPM, premium rates. Estimated retroactive risk adjustment premiums recorded in the 2007 fourth quarter of $23.0 million (of which $17.1 million related to previous quarters in 2007) resulted in a favorable after-tax impact on net income of $11.3 million, or $0.20 per diluted share. By comparison, retroactive risk adjustment premiums of $5.7 million recorded in the 2006 fourth quarter resulted in a favorable after-tax impact of $3.2 million, or $0.06 per diluted share. Results for the 2007 fourth quarter also included the operations of Leon Medical Centers Health Plans (“LMC Health Plans”) from October 1, 2007, the date on which the Company acquired the LMC Health Plans.

• PDP premium revenue was $28.7 million for the 2007 fourth quarter an increase of 20.4% compared with the 2006 fourth quarter.

• Commercial premiums were $10.4 million for the 2007 fourth quarter, compared with $26.4 million in the 2006 fourth quarter.

Medical Expense

• Medicare Advantage medical loss ratio (MLR) was 78.1% for the 2007 fourth quarter, compared with 79.6% for the prior year’s fourth quarter. The 2007 fourth quarter MLR includes the impact of the retroactive risk adjustment premiums and the costs of the related risk-sharing arrangements as discussed herein. See “Supplemental Information” Note 1 herein for the calculation of MLR on an adjusted basis to reflect the risk adjustment premiums in the period in which the initial premium revenue was recorded.

• PDP MLR was 78.7% for the 2007 fourth quarter and 45.8% for the 2006 fourth quarter.

• Commercial MLR was 93.3% for the 2007 fourth quarter compared with 91.8% for the prior-year fourth quarter and 76.7% for the 2007 third quarter.

Selling General & Adminstrative (SG&A)

• SG&A expense represented 11.7% of total revenue in the 2007 fourth quarter compared with 14.5% for the prior year’s fourth quarter. Excluding SG&A for the LMC Health Plans, SG&A expense for the fourth quarter of 2007 was higher than anticipated, representing 13.1% of total revenue compared with 11.0% in the third quarter of 2007. SG&A for the fourth quarter was negatively affected primarily by overall higher personnel and related costs and greater-than-anticipated expenses for printing and mailing, legal, and consulting services.

• SG&A expense in the 2007 fourth quarter increased $6.3 million, or 13.0% over the 2006 fourth quarter, the majority of which relates to the inclusion of SG&A for the LMC Health Plans in the 2007 fourth quarter.

Depreciation and Amortization

• Depreciation and amortization expense in the 2007 fourth quarter increased $4.6 million over the 2006 fourth quarter, the majority of which relates to the amortization of intangible assets identified in the acquisition of the LMC Health Plans in the 2007 fourth quarter.

Interest Expense

• Interest expense in the 2007 fourth quarter increased $7.0 million over the 2006 fourth quarter, as a result of the interest incurred on the $300 million term credit facility into which the Company entered during the fourth quarter of 2007 in conjunction with the acquisition of the LMC Health Plans.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

Full Year Results
($ in thousands)

	Year Ended
	December 31,				Percent
	2007		2006		Change
Medicare premium revenue	$	1,479,576	$	1,149,844		28.7	%
Total revenue		1,574,768		1,308,956		20.3
Medicare medical expense		1,187,331		900,358		31.9
Total medical expense		1,225,993		1,008,526		21.6
Adjusted EBITDA (1)		162,978		143,496		13.6
Net income		86,460		80,836		7.0
Net income available to common stockholders (2)		86,460		78,815		9.7
Net income per common share – diluted (2)		1.51		1.44		4.9

(1)	See “Supplemental Information” below and the accompanying reconciliation of non-GAAP measures to GAAP measures.
(2)	Net income available to common stockholders is used in the calculation of earnings per share.

Full-Year 2007 Operating Highlights

• Medicare Advantage premiums were $1.4 billion for 2007, reflecting an increase of 30.1% over the prior year. The 2007 premiums include both the final retroactive risk adjustment payment for 2006, recorded in the second quarter of 2007, and the estimated final retroactive risk adjustment payment for 2007, recorded in the fourth quarter of 2007. PDP premiums were $116.0 million, reflecting an increase of 14.4% over the prior year.

• Medicare premiums (including premiums related to Part D) represented 96.9% of total premium revenue and 94.0% of total revenue for 2007.

• Fee and investment income for the year was $48.5 million, an increase of 25.7% over 2006. The increase was primarily due to the increase in investment income that resulted from higher average invested cash and investment amounts in 2007 compared with 2006.

• Medicare Advantage MLR was 79.7% for 2007 compared with 78.8% for the prior year. The 2007 MLR includes the impact of the risk adjustment payments and the costs of the related risk-sharing arrangements, as described herein. See “Supplemental Information” Note 1 herein for the calculation of MLR on an adjusted basis.

• The Company’s PDP MLR was 86.3% for 2007 and 73.4% for 2006. The deterioration in PDP MLR was primarily the result of lower PDP PMPM revenue in the current year and the negative impact from the final settlement for the 2006 plan year in the 2007 third quarter.

Balance Sheet Highlights

• At December 31, 2007, the Company’s cash and cash equivalents were $324.1 million, $36.2 million of which was held at unregulated subsidiaries.

• Total debt outstanding was $296.3 million at December 31, 2007. In the fourth quarter of 2007 the Company entered into a $300 million term credit facility and a $100 million revolving credit facility in conjunction with the acquisition of the LMC Health Plans. There were no borrowings outstanding under the Company’s revolving credit facility at December 31, 2007. There was no outstanding debt at September 30, 2007, or December 31, 2006.

• Days in claims payable were 39 at the end of 2007 compared with 44 at the end of 2006. Of the five-day decline, three days are attributable to the acquisition of the LMC Health Plans in 2007.

Outlook

• The Company reaffirms its prior 2008 financial and operating guidance and continues to project diluted earnings per share of $1.75-$1.90 for 2008.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

Conference Call

A live audio webcast of the conference call regarding fourth quarter and year-end results and other recent developments, will begin at 10:00 a.m. ET on Thursday, February 14, 2008. 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) 312-0652, confirmation number 2417417. 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, Tenn., and is one of the country’s largest coordinated care plans whose primary focus is the Medicare Advantage market. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Florida, Illinois, Mississippi, Tennessee and Texas and also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.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 explanations for medical cost trends, Medicare-commercial premium revenue mix, estimates of retroactive risk rate adjustments, and earnings, membership, and MLR 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.

The following factors, among others, could cause actual results to differ materially from those in the forward-looking statements: changes in membership enrollment and dis-enrollment patterns; changes in utilization; changes in medical and prescription drug cost trends; the Company’s ability to accurately estimate CMS retroactive risk adjustments to Medicare rates; increasing competition and potential confusion in the marketplace regarding other MA, MA-PD, PDP, and PFFS plan offerings; the Company’s ability to accurately estimate incurred but not reported medical claims; challenges to integrating LMC Health Plans and the Company’s lack of experience in South Florida; negotiation of acceptable contracts with physicians, hospitals, and other providers; contractual disputes with providers; increases in costs or liabilities associated with litigation; legislative and regulatory actions or changes, including changes in Medicare funding; costs associated with compliance with regulatory mandates; management changes; 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, 2006, and in the Company’s Quarterly Reports on Form 10-Q. Any projections or other forward-looking information in this release are based on limited information currently available to HealthSpring, 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. Such information speaks only as of the date of this release.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

Supplemental Information

1. Non-GAAP Measures

The Company believes that the non-GAAP measures used in this release, when presented in conjunction with comparable GAAP measures, are useful to both management and investors in analyzing financial and business trends regarding 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.

(A) The Company uses EBITDA, or earnings before interest, taxes, depreciation and amortization, and impairment of intangible assets, to assess business performance among its health plans and related management companies.

The following table provides a reconciliation of Adjusted EBITDA as used in this release to net income calculated in accordance with GAAP:

	Three Months Ended				Year Ended
	December 31,				December 31,
(in thousands)	2007		2006		2007		2006
Net income	$	26,203	$	20,101	$	86,460	$	80,836
Plus: income tax expense		14,775		10,362		48,295		43,811
Plus: interest expense		7,109		119		7,466		8,695
Plus: depreciation and amortization		7,369		2,746		16,220		10,154
Plus: impairment of intangible assets		—		—		4,537		—
Adjusted EBITDA	$	55,456	$	33,328	$	162,978	$	143,496

(B) The following schedule includes medical loss ratio statistics as adjusted for the following items:

• Adjustments to allocate final risk-adjustment payment accruals from the quarter recognized as if it had been recorded in the respective quarters in which the initial premiums were received. The Company recognizes final risk-adjustment payments when estimable, which, in periods prior to the 2007 fourth quarter, was when the Company received notification of the amount from CMS. Medical costs related to the portion of the risk payments paid to providers pursuant to risk-sharing arrangements have been allocated in a similar manner. The portion of the 2007 estimated final payment accrual and related risk-sharing costs (recorded in December 2007), which relates to prior quarters, has been allocated to the first three quarters of 2007. The 2006 final payment accrual and related risk-sharing costs (recorded in June 2007), have been allocated to the applicable quarters of 2006. The 2006 results have been adjusted to exclude the 2005 final payment accrual and related risk-sharing costs (recorded in December 2006).

• Adjustments to reflect the allocation of the initial CMS risk-adjustment payment, received and recognized in the third quarter of 2006, as if it had been recorded in the first two quarters of 2006.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

Because the Company did not estimate and accrue for the risk adjustment payments in the manner assumed in the pro-forma table, this pro-forma presentation is different from historical GAAP presentation. Medicare Advantage premiums and medical costs include amounts for both MA-only and MA-PD.

	For the Quarter Ended												Fiscal
	March 31,			June 30,			Sept. 30,			Dec. 31,			Year
(Unaudited, $ in Millions)	2007			2007			2007			2007			2007
Medicare Advantage Premiums	$	298.8		$	332.1		$	315.3		$	417.4		$	1,363.6
Pro-forma adjustments:
2007 CMS Final Risk Adjustment Payment		5.5			5.8			5.8			(17.1	)		—
2006 CMS Final Risk Adjustment Payment		—			(14.8	)		—			—			(14.8	)
Medical Advantage Premiums – as adjusted	$	304.3		$	323.1		$	321.1		$	400.3		$	1,348.8
Medicare Advantage Medical Cost	$	242.6		$	260.3		$	258.3		$	326.0		$	1,087.2
Pro-forma adjustments:
2007 CMS Final Risk Adjustment Payment		1.2			1.3			1.3			(3.8	)		—
2006 CMS Final Risk Adjustment Payment		—			(3.5	)		—			—			(3.5	)
Medicare Advantage Medical Costs – as adjusted	$	243.8		$	258.1		$	259.6		$	322.2		$	1,083.7
Medical Loss Ratios (MLRs):
Total Medical Costs – as reported		81.2	%		78.4	%		81.9	%		78.1	%		79.7	%
Total Medical Costs – as adjusted		80.1	%		79.9	%		80.9	%		80.5	%		80.3	%

	For the Quarter Ended												Fiscal
	March 31,			June 30,			Sept. 30,			Dec. 31,			Year
(Unaudited, $ in Millions)	2006			2006			2006			2006			2006
Medicare Advantage Premiums	$	239.6		$	254.4		$	279.7		$	274.8		$	1,048.5
Pro-forma adjustments:
2006 CMS Final Risk Adjustment Payment		3.5			3.6			3.8			3.9			14.8
2005 CMS Final Risk Adjustment Payment		—			—			—			(5.7	)		(5.7	)
2006 CMS Initial Risk Adjustment Payment		6.1			6.2			(12.3	)		—			—
Medical Advantage Premiums – as adjusted	$	249.2		$	264.2		$	271.2		$	273.0		$	1,057.6
Medicare Advantage Medical Cost	$	189.9		$	202.1		$	215.1		$	218.8		$	825.9
Pro-forma adjustments:
2006 CMS Final Risk Adjustment Payment		0.8			0.9			0.9			0.9			3.5
2005 CMS Final Risk Adjustment Payment		—			—			—			(0.9	)		(0.9	)
2006 CMS Initial Risk Adjustment Payment		1.1			1.1			(2.2	)		—			—
Medicare Advantage Medical Costs – as adjusted	$	191.8		$	204.1		$	213.8		$	218.8		$	828.5
Medical Loss Ratios (MLRs):
Total Medical Costs – as reported		79.3	%		79.4	%		76.9	%		79.6	%		78.8	%
Total Medical Costs – as adjusted		77.0	%		77.3	%		78.8	%		80.1	%		78.3	%

2. Membership

	Dec. 31,		Dec. 31,		Percent
	2007		2006		Change
Medicare Advantage Membership:
Tennessee		50,510		46,261		9.2	%
Texas		36,661		34,638		5.8
Alabama		30,600		27,307		12.1
Florida(1)		25,946		—		n/a
Illinois		8,639		6,284		37.5
Mississippi		841		642		31.0
Total		153,197		115,132		33.1	%
PDP Membership:		139,212		88,753		56.9	%
Commercial Membership:
Tennessee		11,046		29,341		(62.4	)%
Alabama		755		2,629		(71.3	)
Total		11,801		31,970		(63.1	)%

(1) We acquired the Leon Medical Centers Health Plans on October 1, 2007. As of the acquisition date the health plan had approximately 25,800 members.

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

January 2008 Membership:

MA membership for January 2008 was 151,671.

PDP membership at January 1, 2008 increased to approximately 254,000 as a result of additional auto-assigned members to the Company’s national Part D Plan.

Commercial membership for January 2008 was 3,418.

3. Reconciliation of Medical Claims Payable

The following table provides a reconciliation of changes in the medical claims liability for HealthSpring for the years ended December 31, 2007 and 2006, and the combined ten-month period ended December 31, 2005 and the Predecessor for the two-month period ended February 28, 2005.

	Year Ended December 31,
(Unaudited, $ in thousands)	2007			2006			2005
							(combined)
Balance at beginning of period	$	122,778		$	82,645		$	53,187
Acquisition of LMC Health Plans		16,588			—			—
Incurred related to:
Current period		1,245,271			1,017,100			665,407
Prior period		(19,278	)		(8,574	)		(5,228	)
Total incurred		1,225,993			1,008,526			660,179
Paid related to:
Current period		1,108,949			894,684			582,944
Prior period		101,900			73,709			47,777
Total paid		1,210,849			968,393			630,721
Balance at the end of the period	$	154,510		$	122,778		$	82,645

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet Information
(in thousands)
(Unaudited)

	December 31,
	2007			2006
Assets
Current Assets:
Cash and cash equivalents	$	324,090		$	338,443
Accounts receivable, net of allowance for doubtful accounts		59,027			17,588
Investment securities available for sale		24,746			7,874
Investment securities held to maturity		16,594			10,566
Deferred income tax asset		2,295			3,644
Prepaid expenses and other assets		4,913			4,047
Total current assets		431,665			382,162
Long-term investment securities available for sale		39,905			—
Long-term Investment securities held to maturity		10,105			19,560
Property and equipment, net		24,116			8,831
Goodwill		588,001			341,619
Intangible assets, net		235,893			81,175
Restricted assets		10,095			7,195
Other		11,293			2,103
Total assets	$	1,351,073		$	842,645
Liabilities and Stockholders’ Equity
Current Liabilities:
Medical claims liability	$	154,510		$	122,778
Accounts payable, accrued expenses and other		23,697			26,048
Funds held for the benefit of members		82,231			62,125
Risk corridor payable to CMS		22,363			27,587
Current portion of long-term debt		18,750			—
Total current liabilities		301,551			238,538
Deferred tax liability		90,552			28,444
Long-term debt, less current portion		277,500			—
Other long-term liabilities		10,115			381
Total liabilities		679,718			267,363
Stockholders’ Equity:
Common stock		576			575
Additional paid in capital		494,626			485,002
Retained earnings		176,218			89,758
Treasury stock		(65	)		(53	)
Total stockholders’ equity		671,355			575,282
Total liabilities and stockholders’ equity	$	1,351,073		$	842,645

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Statement of Income Information
(in thousands, except share data)
(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenue:
Premium:
Medicare	$	446,095		$	298,549		$	1,479,576		$	1,149,844
Commercial		10,423			26,381			46,648			120,504
Total premium revenue		456,518			324,930			1,526,224			1,270,348
Management and fee revenue		5,987			6,692			24,601			26,688
Investment income		5,971			4,048			23,943			11,920
Total revenue		468,476			335,670			1,574,768			1,308,956
Operating Expenses:
Medical Expense:
Medicare expense		348,533			229,645			1,187,331			900,358
Commercial expense		9,728			24,213			38,662			108,168
Total medical expenses		358,261			253,858			1,225,993			1,008,526
Selling, general and administrative		54,840			48,530			186,154			156,940
Depreciation and amortization		7,369			2,746			16,220			10,154
Impairment of intangible assets		—			—			4,537			—
Interest expense		7,109			119			7,466			8,695
Total operating expenses		427,579			305,253			1,440,370			1,184,315
Income before equity in earnings of unconsolidated affiliate, minority interest and income taxes		40,897			30,417			134,398			124,641
Equity in earnings of unconsolidated affiliate		81			46			357			309
Income before minority interest and income taxes		40,978			30,463			134,755			124,950
Minority interest		—			—			—			(303	)
Income before income taxes		40,978			30,463			134,755			124,647
Income taxes		(14,775	)		(10,362	)		(48,295	)		(43,811	)
Net income		26,203			20,101			86,460			80,836
Preferred dividends		—			—			—			(2,021	)
Net income available to common stockholders	$	26,203		$	20,101		$	86,460		$	78,815
Net Income per common share:
Basic	$	0.46		$	0.35		$	1.51		$	1.44
Diluted	$	0.46		$	0.35		$	1.51		$	1.44
Weighted average common shares outstanding:
Basic		57,262,303			57,217,796			57,249,252			54,617,744
Diluted		57,359,389			57,321,999			57,348,196			54,720,373

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HS Reports Fourth Quarter, Year-end Results
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February 13, 2008

HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flow Information
(in thousands)
(Unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Cash flows from operating activities:
Net income	$	26,203		$	20,101		$	86,460		$	80,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,369			2,746			16,220			10,154
Impairment of intangible assets		—			—			4,537			—
Amortization of deferred financing cost		601			47			752			242
Equity in earnings of unconsolidated affiliate		(81	)		(46	)		(357	)		(309	)
Minority interest		—			—			—			303
Paid in kind (PIK) interest		—			—			—			116
Stock-based compensation		2,518			1,918			8,601			5,650
Deferred tax (benefit) expense		(519	)		1,404			(2,561	)		796
Write off of deferred financing cost		651			—			651			5,375
Changes in operating assets and liabilities excluding the effects of acquisitions:
Accounts receivable		(22,050	)		11,876			(41,428	)		(10,340	)
Prepaid expenses and other current assets		1,388			(1,125	)		(513	)		(899	)
Medical claims payable		19,313			15,403			15,472			40,133
Accounts payable, accrued expenses and other current liabilities		1,575			5,576			(6,948	)		8,214
Risk corridor payable to CMS		(21,575	)		11,409			(5,224	)		27,587
Deferred revenue		(349	)		(138	)		(62	)		(301	)
Other long-term liabilities		2,798			206			4,594			64
Net cash provided by operating activities		17,842			69,377			80,194			167,621
Cash flows from investing activities:
Purchase of property and equipment		(7,578	)		(3,619	)		(19,722	)		(7,063	)
Acquisitions, net of cash acquired		(304,452	)		—			(316,452	)		—
Purchase of investment securities		(14,547	)		(2,034	)		(83,966	)		(10,368	)
Maturity of investment securities		3,382			6,004			30,616			18,283
Purchase/maturities of restricted investments		(1,650	)		15			(2,517	)		(1,543	)
Distributions from affiliates		141			129			357			355
Net cash (used in) provided by investing activities		(324,704	)		495			(391,684	)		(336	)
Cash flows from financing activities:
Funds (paid) received for the benefit of members		(64,852	)		1,510			10,488			62,125
Proceeds from the issuance of debt		300,000			—			300,000			—
Payments on borrowings		(3,750	)		—			(3,750	)		(188,642	)
Proceeds from issuance of common stock		19			—			1,021			188,535
Purchase of treasury stock		—			—			(12	)		(13	)
Deferred financing cost		(10,293	)		—			(10,610	)		(932	)
Net cash provided by financing activities		221,124			1,510			297,137			61,073
Net (decrease) increase in cash and cash equivalents		(85,738	)		71,382			(14,353	)		228,358
Cash and cash equivalents at beginning of period		409,828			267,061			338,443			110,085
Cash and cash equivalents at end of period	$	324,090		$	338,443		$	324,090		$	338,443

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