10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2006

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 1-12718

HEALTH NET, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4288333
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
21650 Oxnard Street, Woodland Hills, CA	91367
(Address of principal executive offices)	(Zip Code)

(818) 676-6000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

x  Large accelerated filer ¨  Accelerated filer ¨  Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

The number of shares outstanding of the registrant’s Common Stock as of November 3, 2006 was 116,562,029 (excluding 23,344,414 shares held as treasury stock).

HEALTH NET, INC.

INDEX TO FORM 10-Q

	Page
Part I—FINANCIAL INFORMATION
Item 1—Financial Statements (Unaudited)	3
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2006 and 2005	3
Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005	4
Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2006 and 2005	5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005	6
Condensed Notes to Consolidated Financial Statements	7
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3—Quantitative and Qualitative Disclosures About Market Risk	54
Item 4—Controls and Procedures	56
Part II—OTHER INFORMATION
Item 1—Legal Proceedings	57
Item 1A—Risk Factors	57
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3—Defaults Upon Senior Securities	60
Item 4—Submission of Matters to a Vote of Security Holders	60
Item 5—Other Information	60
Item 6—Exhibits	61
Signatures	62

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTH NET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
REVENUES
Health plan services premiums	$	2,622,065	$	2,386,332	$	7,745,518	$	7,152,142
Government contracts		560,540		639,626		1,791,994		1,746,992
Net investment income		33,198		19,536		82,813		52,512
Administrative services fees and other income		31,622		13,279		79,852		38,729
Total revenues		3,247,425		3,058,773		9,700,177		8,990,375
EXPENSES
Health plan services		2,179,161		2,000,661		6,473,514		6,060,708
Government contracts		526,581		614,794		1,694,613		1,675,453
General and administrative		294,052		241,847		879,939		690,797
Selling		62,853		55,000		179,094		168,355
Depreciation and amortization		6,719		4,868		18,298		28,613
Interest		15,411		11,789		41,086		32,941
Debt refinancing charge		70,095		—		70,095		—
Litigation and severance and related benefit costs		—		—		—		83,279
Total expenses		3,154,872		2,928,959		9,356,639		8,740,146
Income from operations before income taxes		92,553		129,814		343,538		250,229
Income tax provision		1,651		51,609		99,010		97,113
Net income	$	90,902	$	78,205	$	244,528	$	153,116
Net income per share:
Basic	$	0.78	$	0.69	$	2.12	$	1.36
Diluted	$	0.76	$	0.67	$	2.06	$	1.33
Weighted average shares outstanding:
Basic		115,867		113,371		115,229		112,462
Diluted		118,830		116,543		118,516		114,883

See accompanying condensed notes to consolidated financial statements.

3

HEALTH NET, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	September 30, 2006			December 31, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	825,369		$	742,485
Investments—available for sale (amortized cost: 2006—$1,415,217; 2005—$1,385,268)		1,399,478			1,363,818
Premiums receivable, net of allowance for doubtful accounts (2006—$5,920; 2005—$7,204)		235,267			132,019
Amounts receivable under government contracts		130,306			122,796
Incurred but not reported (IBNR) health care costs receivable under TRICARE North contract		299,878			265,517
Other receivables		123,586			79,572
Deferred taxes		33,379			93,899
Other assets		138,850			111,512
Total current assets		3,186,113			2,911,618
Property and equipment, net		155,395			125,773
Goodwill, net		751,949			723,595
Other intangible assets, net		44,183			18,409
Deferred taxes		51,557			31,060
Other noncurrent assets		101,719			130,267
Total Assets	$	4,290,916		$	3,940,722
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Reserves for claims and other settlements	$	1,035,958		$	1,040,171
Health care and other costs payable under government contracts		40,461			62,536
IBNR health care costs payable under TRICARE North contract		299,878			265,517
Unearned premiums		140,939			106,586
Bridge loan		200,000			—
Accounts payable and other liabilities		256,096			364,266
Total current liabilities		1,973,332			1,839,076
Senior notes payable		—			387,954
Term loan		300,000			—
Other noncurrent liabilities		106,897			124,617
Total Liabilities		2,380,229			2,351,647
Commitments and contingencies
Stockholders’ Equity:
Preferred stock ($0.001 par value, 10,000 shares authorized, none issued and outstanding)		—			—
Common stock ($0.001 par value, 350,000 shares authorized; issued 2006—139,861 shares; 2005—137,898 shares)		140			137
Restricted common stock		—			6,883
Unearned compensation		—			(2,137	)
Additional paid-in capital		992,357			906,789
Treasury common stock, at cost (2006—23,339 shares of common stock; 2005—23,182 shares of common stock)		(640,623	)		(633,375	)
Retained earnings		1,568,693			1,324,165
Accumulated other comprehensive loss		(9,880	)		(13,387	)
Total Stockholders’ Equity		1,910,687			1,589,075
Total Liabilities and Stockholders’ Equity	$	4,290,916		$	3,940,722

See accompanying condensed notes to consolidated financial statements.

4

HEALTH NET, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands)

(Unaudited)

	Common Stock				Restricted Common Stock			Unearned Compensation			Additional Paid-In Capital		Common Stock Held in Treasury					Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total
	Shares		Amount										Shares		Amount
Balance as of January 1, 2005	134,450		$	134	$	7,188		$	(4,110	)	$	811,292	(23,173	)	$	(632,926	)	$	1,094,380	$	(3,078	)	$	1,272,880
Comprehensive income:
Net income																			153,116					153,116
Change in unrealized depreciation on investments, net of tax benefit of $5,527																					(8,659	)		(8,659	)
Total comprehensive income																								144,457
Exercise of stock options including related tax benefit	3,074			3								82,445												82,448
Repurchases of common stock													(5	)		(227	)							(227	)
Issuance of restricted stock	30					869			(869	)														—
Forfeiture of restricted stock	(13	)				(345	)		345															—
Amortization of restricted stock grants									1,886															1,886
Lapse of restrictions of restricted stock grants						(548	)					548												—
Employee stock purchase plan	20											562												562
Balance as of September 30, 2005	137,561		$	137	$	7,164		$	(2,748	)	$	894,847	(23,178	)	$	(633,153	)	$	1,247,496	$	(11,737	)	$	1,502,006
Balance as of January 1, 2006	137,898		$	137	$	6,883		$	(2,137	)	$	906,789	(23,182	)	$	(633,375	)	$	1,324,165	$	(13,387	)	$	1,589,075
Comprehensive income:
Net income																			244,528					244,528
Change in unrealized depreciation on investments, net of tax expense of $2,204																					3,507			3,507
Total comprehensive income																								248,035
Exercise of stock options including related tax benefit	1,963			3								60,243												60,246
Repurchases of common stock												4,424	(157	)		(7,248	)							(2,824	)
Amortization of restricted stock grants												1,334												1,334
Share-based compensation expense												14,821												14,821
Reclassification in connection with adopting SFAS No. 123(R)						(6,883	)		2,137			4,746												—
Balance as of September 30, 2006	139,861		$	140	$	—		$	—		$	992,357	(23,339	)	$	(640,623	)	$	1,568,693	$	(9,880	)	$	1,910,687

See accompanying condensed notes to consolidated financial statements.

5

HEALTH NET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	244,528		$	153,116
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation		18,298			28,613
Debt refinancing charge		70,095			—
Share-based compensation expense		14,821			—
Other changes		12,026			9,518
Changes in assets and liabilities, net of effects of dispositions:
Premiums receivable and unearned premiums		(68,895	)		70,262
Other current assets, receivables and noncurrent assets		(17,857	)		(16,120	)
Amounts receivable/payable under government contracts		(29,585	)		(49,253	)
Reserves for claims and other settlements		(4,214	)		(111,449	)
Accounts payable and other liabilities		(110,529	)		174,515
Net cash provided by operating activities		128,688			259,202
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of investments		320,766			220,856
Maturities of investments		75,701			72,645
Purchases of investments		(435,000	)		(396,343	)
Sales of property and equipment		4,242			79,845
Purchases of property and equipment		(48,829	)		(31,108	)
Cash (paid) received related to the (acquisition) sale of businesses		(73,999	)		1,949
Sales of restricted investments and other		17,366			33,866
Net cash used in investing activities		(139,753	)		(18,290	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and employee stock purchases		46,411			65,061
Excess tax benefit on share-based compensation		8,008			—
Net Medicare Part D deposits		10,072			—
Repurchases of common stock		(2,831	)		(227	)
Proceeds from issuance of bridge and term loans		497,334			—
Repayment of senior notes and debt refinancing costs		(465,045	)		—
Net cash provided by financing activities		93,949			64,834
Net increase in cash and cash equivalents		82,884			305,746
Cash and cash equivalents, beginning of year		742,485			722,102
Cash and cash equivalents, end of period	$	825,369		$	1,027,848
SUPPLEMENTAL CASH FLOWS DISCLOSURE AND SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Interest paid	$	48,685		$	20,350
Income taxes paid		82,731			55,035
Securities reinvested from restricted available for sale investments to restricted cash		20,360			2,295
Securities reinvested from restricted cash to restricted available for sale investments		18,459			9,022

See accompanying condensed notes to consolidated financial statements.

6

HEALTH NET, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Health Net, Inc. (referred to herein as the Company, we, us or our) prepared the accompanying unaudited consolidated financial statements following the rules and regulations of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules and regulations, certain notes or other financial information that are normally required by accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted if they substantially duplicate the disclosures contained in the annual audited financial statements. The accompanying unaudited consolidated financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2005.

We are responsible for the accompanying unaudited consolidated financial statements. These consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of our financial position and operating results in accordance with GAAP. In accordance with GAAP, we make certain estimates and assumptions that affect the reported amounts. Actual results could differ from those estimates and assumptions.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be indicative of those for the full year.

Effective in the third quarter ended September 30, 2006, we have reported certain revenues, primarily from our administrative services only (ASO) business and other like businesses, in a separate line item titled “Administrative services fees and other income” on our consolidated statements of operations. The reclassified amounts are $10.9 million, $11.7 million, and $11.8 million for the three months ended March 31, June 30, and September 30, 2005, respectively. For the three months ended March 31, and June 30, 2006, the reclassified amounts are $21.8 million and $23.8 million, respectively. Historically, ASO and related revenue were reported as part of health plan services premiums. In recent periods, these revenues have increased to a level at which we believe that reporting them in a separate line item provides useful insight on our operations. Effective in the third quarter ended September 30, 2006, we have also reported the related receivables, which had historically been included in premiums receivable, net of allowance for doubtful accounts, in the other receivables line item on our consolidated balance sheets. These reclassifications have no impact on our net earnings, balance sheets or cash flow statements as previously reported.

2. SIGNIFICANT ACCOUNTING POLICIES

Comprehensive Income

Our comprehensive income is as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2006		2005			2006		2005
	(Dollars in millions)
Net income	$	90.9	$	78.2		$	244.5	$	153.1
Other comprehensive income (loss), net of tax:
Net change in unrealized appreciation (depreciation) on investments available for sale		14.9		(6.4	)		3.5		(8.7	)
Comprehensive income	$	105.8	$	71.8		$	248.0	$	144.4

Earnings Per Share

Basic earnings per share excludes dilution and reflects net income divided by the weighted average shares of common stock outstanding during the periods presented. Diluted earnings per share is based upon the weighted

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average shares of common stock and dilutive common stock equivalents (stock options, restricted common stock and restricted stock units) outstanding during the periods presented.

Common stock equivalents arising from dilutive stock options, restricted common stock and restricted stock units (RSUs) are computed using the treasury stock method. There were 2,963,000 and 3,287,000 shares of dilutive common stock equivalents outstanding for the three and nine months ended September 30, 2006, respectively, and 3,172,000 and 2,421,000 shares of dilutive common stock equivalents outstanding for the three and nine months ended September 30, 2005, respectively. Included in the dilutive common stock equivalents are 137,000 and 140,000 dilutive RSUs and shares of restricted common stock for the three and nine months ended September 30, 2006, respectively, and 162,000 and 144,000 shares of dilutive restricted common stock, for the three and nine months ended September 30, 2005, respectively.

Options to purchase an aggregate of 1,330,000 and 1,330,000 shares of common stock during the three and nine months ended September 30, 2006, respectively, and 9,000 and 62,000 shares of common stock during the three and nine months ended September 30, 2005, respectively, were considered anti-dilutive and were not included in the computation of diluted net income per share because the options’ exercise prices were greater than the average market price of the common stock for each respective period. These options expire through September 2016.

We are authorized to repurchase shares of our common stock under our stock repurchase program authorized by our Board of Directors (see Note 7). The stock repurchase program was on hold as of September 30, 2006, having been on hold since September 13, 2004. We did not repurchase any shares of our common stock during the three and nine months ended September 30, 2006 under our stock repurchase program.

Share-Based Compensation

Adoption of SFAS No. 123(R)

As of September 30, 2006, we had various stock option and long-term incentive plans which permit the grant of stock options and other equity awards to certain employees, officers and non-employee directors, which are described more fully below. Prior to January 1, 2006, we accounted for stock-based compensation under the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB Opinion No. 25), and related Interpretations, as permitted under Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123). No stock-based employee compensation cost for stock options was recognized in our Consolidated Statement of Operations for years ended December 31, 2005 or prior, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment,” (SFAS No. 123(R)) using the modified–prospective transition method. Under such transition method, compensation cost recognized in the three and nine months ended September 30, 2006 includes: (a) compensation cost for all stock options granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated. The compensation cost that has been charged against income under our various stock option and long-term incentive plans was $5.6 million and $0.7 million during the three months ended September 30, 2006 and 2005, respectively, and $16.2 million and $1.9 million during the nine months ended September 30, 2006 and 2005, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $2.2 million and $0.3 million for the three months ended September 30, 2006 and 2005, respectively, and $6.2 million and $0.7 million during the nine months ended September 30, 2006 and 2005, respectively. As a result of adopting SFAS No. 123(R) on January 1, 2006, our income from operations before income taxes and net income are $3.9 million and $2.4 million lower, respectively, for the three months

8

ended September 30, 2006, and $12.1 million and $7.5 million lower, respectively, for the nine months ended September 30, 2006 than if we had continued to account for share-based compensation under APB Opinion No. 25. Basic and diluted earnings per share are $0.03 and $0.03 lower, respectively, for the three months ended September 30, 2006, and $0.07 and $0.07 lower for the nine months ended September 30, 2006, than if we had continued to account for share-based compensation under APB Opinion No. 25.

The fair value of each option award is estimated on the date of grant using a closed-form option valuation model (Black-Scholes) based on the assumptions noted in the following table. Expected volatilities are based on implied volatilities from traded options on our stock, historical volatility of our stock and other factors. We estimated the expected term of options by using historical data to estimate option exercise and employee termination within a lattice-based valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from a lattice-based option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury Strip yields in effect at the time of grant.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Risk-free interest rate	4.74	%	3.80	%	4.84	%	4.29	%
Expected option lives (in years)	3.9		4.0		4.4		3.7
Expected volatility for options	29.5	%	29.0	%	27.6	%	30.8	%
Expected dividend yield	None		None		None		None

The weighted-average grant-date fair values for options granted during the three and nine months ended September 30, 2006 were $13.07 and $14.58, respectively. The weighted-average grant-date fair values for options granted during the three and nine months ended September 30, 2005 were $11.90 and $9.10, respectively. The total intrinsic value of options exercised was $12.2 million and $23.8 million during the three months ended September 30, 2006 and 2005, respectively, and $36.0 million and $46.8 million during the nine months ended September 30, 2006 and 2005, respectively.

As of September 30, 2006, the total remaining unrecognized compensation cost related to non-vested stock options, restricted stock units and restricted stock was $25.0 million, $17.7 million and $0.8 million, respectively, which is expected to be recognized over a weighted-average period of 1.5 years, 3.5 years and 0.6 years, respectively.

Prior to the adoption of SFAS No. 123(R), we presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in our Consolidated Statements of Cash Flows. SFAS No. 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The $8.0 million excess tax benefit classified as a financing cash inflow for the nine months ended September 30, 2006 would have been classified as an operating cash inflow had we not adopted SFAS No. 123(R). Prior to the adoption of SFAS No. 123(R) and upon issuance of the restricted shares pursuant to the restricted stock agreements, an unamortized compensation expense equivalent to the market value of the shares on the date of grant was charged to stockholders’ equity as unearned compensation and amortized over the applicable restricted periods. As a result of adopting SFAS No. 123(R) on January 1, 2006, we transferred the remaining unearned compensation balance in our stockholders’ equity to additional paid in capital. Prior to the adoption of SFAS No. 123(R), we recorded forfeitures of restricted stock, if any, and any compensation cost previously recognized for unvested awards was reversed in the period of forfeiture. Beginning in 2006, we record forfeitures in accordance with SFAS No. 123(R) by estimating the forfeiture rates for share-based awards upfront and recording a true-up adjustment for the actual forfeitures.

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The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 to options granted under the company’s stock option plans to the prior period. For purposes of this pro forma disclosure, the value of the options is estimated using a Black-Scholes option-pricing model and amortized to expense over the options’ vesting periods.

	Three Months Ended September 30, 2005			Nine Months Ended September 30, 2005
	(Dollars in millions, except per share data)
Net income, as reported	$	78.2		$	153.1
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		0.4			1.2
Deduct: Total pro forma stock-based employee compensation expense determined under fair value based method, net of related tax effects		(2.0	)		(8.3	)
Net income, pro forma	$	76.6		$	146.0
Basic net income per share:
As reported	$	0.69		$	1.36
Pro forma	$	0.68		$	1.30
Diluted net income per share:
As reported	$	0.67		$	1.33
Pro forma	$	0.66		$	1.27

Stock Option and Long Term Incentive Plans

We have various stock option and long-term incentive plans which permit the grant of stock options and other equity awards, including but not limited to restricted stock and RSUs, to certain employees, officers and non-employee directors up to an aggregate of 17.7 million shares of common stock. Our stockholders have approved our various stock option plans except for the 1998 Stock Option Plan, which was approved and adopted by our Board of Directors. In May 2006, our stockholders approved the Health Net, Inc. 2006 Long-Term Incentive Plan.

Under our stock option and long-term incentive plans, we grant stock options and other equity awards. We grant stock options at exercise prices at or above the fair market value of the Company’s common stock on the date of grant. The stock options carry a maximum contractual term of up to 10 years, and, in general, stock options and other equity awards vest based on one to five years of continuous service, except for certain awards where vesting is accelerated by virtue of attaining certain performance targets. Stock options and other equity awards under the plans provide for accelerated vesting under the circumstances set forth in the plans and equity award agreements if there is a change in control (as defined in the plans). As of September 30, 2006, 8,334 outstanding stock options had market or performance condition accelerated vesting provisions.

A summary of option activity under our various plans as of September 30, 2006, and changes during the nine months then ended is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2006	11,812,650		$	26.47
Granted	1,238,829			46.69
Exercised	(1,963,531	)		25.87
Forfeited or expired	(508,574	)		29.12
Outstanding at September 30, 2006	10,579,374		$	28.82	6.55	$	160,108,366
Exercisable at September 30, 2006	5,967,098		$	25.18	5.25	$	109,443,051

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We have entered into restricted stock and RSU agreements with certain employees. We have awarded shares of restricted common stock under the restricted stock agreements and rights to receive common stock under the RSU agreements to certain employees. Each RSU represents the right to receive, upon vesting, one share of common stock. Awards of restricted stock and RSUs are subject to restrictions on transfer and forfeiture prior to vesting. During the nine months ended September 30, 2006 and 2005, we awarded 0 and 30,000 shares of restricted common stock, respectively, and 497,379 and 0 RSUs, respectively.

A summary of the status of the Company’s restricted common stock as of September 30, 2006, and changes during the nine months then ended is presented below:

	Restricted Shares		Weighted Average Grant-Date Fair Value
Balance at January 1, 2006	273,666		$	25.15
Granted	—			—
Vested	(107,541	)		24.91
Forfeited	—			—
Balance at September 30, 2006	166,125		$	25.31

A summary of RSU activity under our various plans as of September 30, 2006, and changes during the nine months then ended is presented below:

	Number of Restricted Stock Units		Weighted Average Grant-Date Fair Value		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2006	—		$	—	$	—
Granted	497,379			47.36		0.001
Vested	—			—		—
Forfeited	(13,145	)		49.06		0.001
Outstanding at September 30, 2006	484,234		$	47.31	$	0.001	3.48	$	21,073,379

The fair value of restricted common stock and RSUs is determined based on the market value of the shares on the date of grant. The weighted-average grant-date fair values of restricted common stock granted during the nine months ended September 30, 2006 and 2005 were $0 and $28.96, respectively. The total fair value of restricted shares vested during the nine months ended September 30, 2006 and 2005, was $5.2 million and $0.9 million, respectively. The weighted-average grant-date fair value of RSUs granted during the nine months ended September 30, 2006 was $47.36. No RSUs were granted during the nine months ended September 30, 2005. Compensation expense recorded for the restricted common stock was $393,000 and $675,000 during the three months ended September 30, 2006 and 2005, respectively, and $1,334,000 and $1,886,000 during the nine months ended September 30, 2006 and 2005, respectively. Compensation expense recorded for the RSUs was $1,283,000 and $0 during the three months ended September 30, 2006 and 2005, respectively, and $2,682,000 and $0 during the nine months ended September 30, 2006 and 2005, respectively.

Under the Company’s various stock option and long-term incentive plans, employees and non-employee directors may elect for the Company to withhold shares to satisfy minimum statutory federal, state and local tax withholding and exercise price obligations arising from the vesting of stock options and other equity awards made thereunder. During the nine months ended September 30, 2006, we withheld 157,018 shares of common stock at the election of employees and non-employee directors to satisfy their tax withholding and exercise price obligations arising from the vesting of stock options and restricted stock awards.

We become entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the stock options, restricted shares and RSUs when vesting occurs, the restrictions are released and the shares are issued. Stock options, restricted common stock and RSUs are forfeited if the employees terminate prior to vesting.

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Medicare Part D

Effective January 1, 2006, Health Net began offering the Medicare Part D (Part D) benefit as a fully insured product to our existing and new members. The Part D benefit consists of pharmacy benefits for Americans currently receiving Medicare coverage. Part D renewal occurs annually, but it is not a guaranteed renewable product.

Health Net has two primary contracts under Part D, one with the Centers for Medicare and Medicaid Services (CMS) and one with the Part D enrollees. The CMS contract covers the portions of the revenue and expenses that will be paid for by CMS. The enrollee contract covers the services to be performed by Health Net for the premiums paid by the enrollees. The insurance contracts are directly underwritten with the enrollees, not CMS, and therefore there is a direct insurance relationship with the enrollees. The premiums are generally received directly from the enrollees.

Part D offers two types of plans: Prescription Drug Plan (PDP) and Medicare Advantage Plus Prescription Drug (MAPD). PDP covers only prescription drugs and can be combined with traditional Medicare or Medicare supplemental plans. MAPD covers both prescription drugs and medical care.

The revenue recognition of the revenue and cost reimbursement components under Part D is described below:

CMS Premium Direct Subsidy—Health Net receives a monthly premium from CMS based on an original bid amount. This payment for each individual is a fixed amount per member for the entire plan year and is based upon that individual’s risk score status. The CMS premium is recognized evenly over the contract period and reported as part of health plan services premium revenue.

Member Premium—Health Net receives a monthly premium from members based on the original bid submitted to CMS and the subsequent CMS determined subsidy. The member premium, which is fixed for the entire plan year is recognized evenly over the contract period and reported as part of health plan services premium revenue.

Catastrophic Reinsurance Subsidy—Health Net receives 80% of the annual drug costs in excess of $5,100, or each member’s annual out-of-pocket maximum of $3,600. The CMS payment (a cost reimbursement estimate) is received monthly based on the original CMS bid. After the year is complete, a settlement is made based on actual experience. The catastrophic reinsurance subsidy is accounted for under deposit accounting.

Low-Income Premium Subsidy—For qualifying low-income members, CMS pays to Health Net, on the member’s behalf, some or all of the monthly member premium depending on the member’s income level in relation to the Federal Poverty Level. The low-income premium subsidy is recognized evenly over the contract period and reported as part of health plan services premium revenue.

Low-Income Member Cost Sharing Subsidy—For qualifying low-income members, CMS pays to Health Net, on the member’s behalf, some or all of a member’s cost sharing amounts (e.g. deductible, co-pay/coinsurance). The amount paid for the member by CMS is dependent on the member’s income level in relation to the Federal Poverty Level. Health Net receives these payments on a monthly basis, and they represent a cost reimbursement that is finalized and settled after the end of the year. The low-income member cost sharing subsidy is accounted for under deposit accounting.

CMS Risk Share—Health Net will receive additional premium or return premium based on whether the actual costs are higher or lower than the level estimated in the original bid submitted to CMS. The premium adjustment calculation is performed in the subsequent year based on the full year of experience of the prior year or, in the event of program termination, based on the experience up to the date of such termination. Estimated CMS risk share amounts are recorded on a quarterly basis as part of health plan services premium revenue based on experience up to the date of the financial statements.

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Health care costs and general and administrative expenses associated with Part D are recognized as the costs and expenses are incurred.

Goodwill and Other Intangible Assets

The change in the carrying amount of goodwill by reporting unit is as follows:

	Health Plans		Total
	(Dollars in millions)
Balance as of January 1, 2006	$	723.6	$	723.6
Goodwill purchased under Universal Care transaction (Note 6)		28.4		28.4
Balance as of March 31, 2006	$	752.0	$	752.0
Balance as of September 30, 2006	$	752.0	$	752.0

The intangible assets that continue to be subject to amortization using the straight-line method over their estimated lives are as follows:

	Gross Carrying Amount		Accumulated Amortization			Net Balance		Amortization Period (in years)
	(Dollars in millions)
As of September 30, 2006:
Provider networks	$	40.5	$	(24.4	)	$	16.1	4-40
Employer groups		92.9		(92.9	)		—	11-23
Customer relationships and other (Note 6)		29.5		(1.4	)		28.1	5-15
	$	162.9	$	(118.7	)	$	44.2
As of December 31, 2005:
Provider networks	$	40.5	$	(22.5	)	$	18.0	4-40
Employer groups		92.9		(92.5	)		0.4	11-23
	$	133.4	$	(115.0	)	$	18.4

In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets”, we performed our annual impairment test on our goodwill and other intangible assets as of June 30, 2006 at our Health Plans reporting unit and also re-evaluated the useful lives of our other intangible assets. No goodwill impairment was identified in our Health Plans reporting unit. We also determined that the estimated useful lives of our other intangible assets properly reflected the current estimated useful lives.

Estimated annual pretax amortization expense for other intangible assets for the current year and each of the next four years ending December 31 is as follows (dollars in millions):

2006	$	5.1
2007		5.4
2008		5.4
2009		4.6
2010		4.4

Interest Rate Swap Contracts

On September 26, 2006, we terminated interest rate swap contracts (Swap Contracts) that we had used as a part of our hedging strategy to manage certain exposures related to the effect of changes in interest rates on our 8.375% senior notes due 2011 (Senior Notes), all $400 million in aggregate principal amount of which we

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redeemed on August 14, 2006. We recognized a pretax loss of $11.1 million in connection with the termination and settlement of the Swap Contracts. See Note 8 for additional information regarding our Swap Contracts and the redemption of our Senior Notes.

In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the Swap Contracts and the related Senior Notes were reflected at fair value in our consolidated balance sheets. We assessed on an on-going basis whether our Swap Contracts used to hedge the Senior Notes were highly effective in offsetting the changes in fair value of the Senior Notes. We recognized offsetting changes in the fair value of both the Swap Contracts and the Senior Notes in the net realized gains component of net investment income.

Restricted Assets

In June 2006, we began a series of transactions for the purpose of refinancing our Senior Notes. We used the net proceeds from borrowings under a $200 million bridge loan agreement and a $300 million term loan agreement to purchase U.S. Treasury securities, which we pledged as collateral to secure the Senior Notes. The $499.6 million in U.S. Treasury securities was included as current assets on our consolidated balance sheet under the line item “Restricted assets for senior notes redemption” as of June 30, 2006. On August 14, 2006, these restricted assets were sold to fund the redemption of our Senior Notes on that date. See Note 8 for details regarding the redemption of our Senior Notes.

We and our consolidated subsidiaries are required to set aside certain funds which may only be used for certain purposes pursuant to state regulatory requirements. We have discretion as to whether we invest such funds in cash and cash equivalents or other investments. As of September 30, 2006 and December 31, 2005, the restricted cash and cash equivalents balances totaled $3.6 million and $5.1 million, respectively, and are included in other noncurrent assets. Investment securities held by trustees or agencies pursuant to state regulatory requirements were $114.6 million and $132.1 million as of September 30, 2006 and December 31, 2005, respectively, and are included in investments available for sale.

Due to the downgrade of our senior unsecured debt rating in September 2004 (see Note 8), we were required under the Swap Contracts relating to our Senior Notes to post cash collateral for the unrealized loss position above the minimum threshold level. As of December 31, 2005, the posted collateral was $15.8 million and was included in other noncurrent assets. As a result of the termination of the Swap Contracts on September 26, 2006, we are no longer required to post this collateral. See Note 8 for additional information regarding the termination of our Swap Contracts.

CMS Risk Factor Adjustments

We have an arrangement with CMS for certain of our Medicare products whereby periodic changes in our risk factor adjustment scores for certain diagnostic codes result in changes to our health plan services premium revenues. We recognize such changes when the amounts become determinable, supportable and the collectibility is reasonably assured.

We recognized $30.4 million and $80.0 million of favorable Medicare risk factor estimates in our health plan services premium revenues for the three and nine months ended September 30, 2006, respectively. We also recognized $6.9 million and $27.8 million of capitation expense related to the Medicare risk factor estimates in our health plan services cost for the three and nine months ended September 30, 2006, respectively.

For the three and nine months ended September 30, 2005, we recognized $17.2 million of favorable Medicare risk factor estimates in our health plan services premium revenues and $9.7 million of related capitation expense in our health plan services costs, respectively.

Recently Issued Accounting Pronouncements

In 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106

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and 132 (R)” (SFAS No. 158). SFAS No. 158 requires an entity to recognize in its statement of financial position an asset for a defined benefit postretirement plan’s overfunded status or a liability for a plan’s underfunded status, measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the employer’s fiscal year end, and recognize changes in the funded status of a defined benefit postretirement plan in comprehensive income in the year in which the changes occur. SFAS No. 158 does not change the amount of net periodic benefit cost included in net income or address the various measurements issues associated with postretirement benefit plan accounting. SFAS No. 158 also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The requirement to recognize the funded status of a defined benefit postretirement plan and the disclosure requirements are effective for fiscal years ending after December 15, 2006 for public entities. The requirement to measure the funded status of a plan as of the date of its year-end statement of financial position is effective for fiscal years ending after December 15, 2008. We will adopt the provisions of SFAS No. 158 at December 31, 2006 and do not expect it to have a material impact to our financial condition or results of operations.

In 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (SFAS No. 157). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. The standard expands required disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS No. 157 does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We do not expect the impact to be material to our financial condition or results of operations.

In 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140” (SFAS No. 155). SFAS No. 155 establishes a requirement to evaluate if certain financial instruments are freestanding derivatives or hybrid financial instruments that contain an embedded derivative requiring bifurcation. SFAS No. 155 is effective for all financial instruments acquired, issued, or subject to a remeasurement (new basis) event occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. On October 25, 2006, the FASB voted to exempt certain mortgage-backed securities from the provisions of SFAS No. 155 and expects to issue final guidance in early 2007. We will adopt the provisions of SFAS No. 155, including any amendments, beginning with financial instruments acquired in the first quarter of 2007, and we do not expect it to have a material impact to our financial condition or results of operations at the time of adoption. However, our future income from operations may be materially impacted depending on whether additional derivatives are identified, because any changes in their fair values will be recognized in our statement of operations.

In 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB No. 108) which addresses quantifying the financial statement effects of misstatements, specifically, how the effects of prior year uncorrected errors must be considered in quantifying misstatements in the current year financial statements. SAB No. 108 is effective for fiscal years ending after November 15, 2006. We will adopt the provisions of SAB No. 108 as of December 31, 2006, and we do not expect it to have a material impact to our financial condition or results of operations.

In 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109” (FIN 48). This interpretation clarifies the accounting for uncertain taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” The interpretation requires us to analyze the amount at which each tax position meets a “more likely than not” standard for sustainability upon examination by taxing authorities. Only tax benefit amounts meeting or exceeding this standard will be reflected in tax provision expense and deferred tax asset balances. The interpretation also requires that any differences between the amounts of tax benefits reported on tax returns and tax benefits reported in the financial statements be recorded in a liability for unrecognized tax benefits. The liability for unrecognized tax benefits is reported separately from deferred tax assets and liabilities and classified as current or noncurrent based upon the expected period of payment. Additional disclosure in the footnotes to the audited financial statements will be required concerning the income tax liability for unrecognized tax benefits,

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any interest and penalties related to taxes that are included in the financial statements, and open statutes of limitations for examination by major tax jurisdictions. FIN 48 is effective for annual periods beginning after December 15, 2006 and any cumulative effect of adopting FIN 48 will be recorded as a change in accounting principle in the financial statements for the three months ended March 31, 2007. We are currently evaluating the potential impact of FIN 48 on our consolidated financial statements.

3. SEGMENT INFORMATION

We currently operate within two reportable segments: Health Plan Services and Government Contracts. Our Health Plan Services reportable segment includes the operations of our health plans in the states of Arizona, California, Connecticut, New Jersey, New York and Oregon, our Part D operations, the operations of our health and life insurance companies and our behavioral health and pharmaceutical services subsidiaries. Effective in the third quarter ended September 30, 2006, we have excluded administrative services fees and other revenue from our health plan services premiums; however, they remain included in our Health Plan Services segment pretax income. See Note 1 for information on the reclassification of administrative services fees and other revenue.

Our Government Contracts reportable segment includes government-sponsored managed care plans through the TRICARE program and other health care-related government contracts. Our Government Contracts segment administers one large, multi-year managed health care government contract and other health care related government contracts.

We evaluate performance and allocate resources based on segment pretax income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2005, except that intersegment transactions are not eliminated. We include investment income, administrative services fees and other income and expenses associated with our corporate shared services and other costs in determining our Health Plan Services segment’s pretax income to reflect the fact that these revenues and expenses are primarily used to support our Health Plan Services reportable segment.

The debt refinancing charge, litigation and severance and related benefit costs are excluded from our measurement of segment performance since they are not managed within either of our reportable segments.

Our segment information is as follows:

	Health Plan Services		Government Contracts		Eliminations			Total
	(Dollars in millions)
Three Months Ended September 30, 2006
Revenues from external sources	$	2,622.1	$	560.5				$	3,182.6
Intersegment revenues		2.5		—	$	(2.5	)		—
Segment pretax income		128.7		34.0					162.7
Three Months Ended September 30, 2005
Revenues from external sources	$	2,386.3	$	639.6				$	3,025.9
Intersegment revenues		2.2		—	$	(2.2	)		—
Segment pretax income		105.0		24.8					129.8
Nine Months Ended September 30, 2006
Revenues from external sources	$	7,745.5	$	1,792.0				$	9,537.5
Intersegment revenues		7.6		—	$	(7.6	)		—
Segment pretax income		316.2		97.4					413.6
Nine Months Ended September 30, 2005
Revenues from external sources	$	7,152.1	$	1,747.0				$	8,899.1
Intersegment revenues		6.4		—	$	(6.4	)		—
Segment pretax income		262.0		71.5					333.5

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Our health plan services premium revenue by line of business is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
	(Dollars in millions)
Commercial premium revenue	$	1,751.6	$	1,700.3	$	5,147.0	$	5,126.1
Medicare Risk premium revenue		577.9		404.8		1,733.8		1,183.5
Medicaid premium revenue		292.6		281.2		864.7		842.5
Total Health plan services premiums	$	2,622.1	$	2,386.3	$	7,745.5	$	7,152.1

A reconciliation of the total reportable segments’ measures of profit to the Company’s consolidated income from operations before income taxes is as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2006			2005		2006			2005
	(Dollars in millions)
Total reportable segment pretax income	$	162.7		$	129.8	$	413.6		$	333.5
Debt refinancing charge		(70.1	)		—		(70.1	)		—
Litigation and severance and related benefit costs		—			—		—			(83.3	)
Income from operations before income taxes as reported	$	92.6		$	129.8	$	343.5		$	250.2

4. DEBT REFINANCING

On June 23, 2006, we began a series of transactions for the purpose of refinancing our Senior Notes. In connection with the refinancing, we incurred $70.1 million in costs, including $51.0 million in redemption premiums with respect to the Senior Notes, $11.1 million for the termination and settlement of our four Swap Contracts and $8.0 million for professional fees and other expenses. As of September 30, 2006, we have paid $65.0 million, funded by financing activities, related to the costs incurred in connection with the refinancing. See Note 8 for additional information on our refinancing activities.

5. LITIGATION AND SEVERANCE AND RELATED BENEFIT COSTS

Litigation

On June 30, 2005, a jury in Louisiana state court returned a $117 million verdict against us in a lawsuit arising from the 1999 sale of three health plan subsidiaries of the Company. The verdict consisted of a $52.4 million compensatory damage award and a $65 million punitive damage award. See Note 9 for additional information on this litigation. On August 2, 2005, the Court entered final judgment on the jury’s verdict in the AmCare-TX matter. In its final judgment, the Court, among other things, reduced the compensatory damage award to $44.5 million (which is 85% of the jury’s $52.4 million compensatory damage award) and rejected the AmCare-TX receiver’s demand for a trebling of the compensatory damages. The Court’s judgment upheld the award of $65 million in punitive damages. During the three months ended June 30, 2005, we recorded a pretax charge of $15.9 million representing total estimated legal defense costs related to this litigation. As of September 30, 2006, no modifications have been made to the original estimated cost.

On May 3, 2005, we and the representatives of approximately 900,000 physicians and state and other medical societies announced that we had signed an agreement (Class Action Settlement Agreement) settling the lead physician provider track action in the multidistrict class action lawsuit, which is more fully described in Note 9. The Class Action Settlement Agreement required us to pay $40 million to general settlement funds and $20 million for plaintiffs’ legal fees. Four physicians appealed the order approving the settlement, but each of the physicians moved to dismiss their appeals, and all of the appeals were dismissed by the Eleventh Circuit by June 20, 2006. Consequently, the Class Action Settlement Agreement became effective on July 1, 2006, and on

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July 6, 2006, we made payments, including accrued interest, totaling approximately $61.9 million as required by that agreement. The payment had no material impact to our results of operations for the nine months ended September 30, 2006, as the cost had been fully accrued in the prior year. The payments were funded by cash flows from operations. As a result of the physician settlement agreement, the dismissals of various appeals, and the filing of an agreed motions to dismiss the tag along actions involving physician providers, all cases and proceedings relating to the physician provider track actions against us have been resolved.

Severance and Related Benefit Costs

In order to enhance efficiency and reduce administrative costs, we commenced in 2004, an involuntary workforce reduction of approximately 500 positions, which included reductions resulting from an intensified performance review process, throughout many of our functional groups and divisions, most notably in the Northeast. During the three and nine months ended September 30, 2005, we recognized $0 million and $1.7 million, respectively, in pretax severance and related benefit costs associated with this workforce reduction. The workforce reduction was substantially completed as of June 30, 2005 and all of the severance and benefit related costs had been paid out as of December 31, 2005. We used cash flows from operations to fund these payments.

6. SALES AND ACQUISITION

Sale of Pennsylvania Subsidiaries

On July 31, 2006, we completed the sale of the subsidiary that formerly held our Pennsylvania health plan and certain of its affiliates. We recognized an estimated $32 million tax benefit and a $0.4 million pretax loss related to this sale in the three months ended September 30, 2006.

The revenues and expenses of this subsidiary and such affiliates were negligible for the three and nine months ended September 30, 2006 and 2005.

Universal Care

On March 31, 2006, we completed the acquisition of certain health plan businesses of Universal Care, Inc. (Universal Care), a California-based health care company, and paid $74.0 million, including transaction-related costs. With this acquisition, we added 99,000 members as of September 30, 2006.

The acquisition was accounted for using the purchase method of accounting. In accordance with SFAS No. 141, “Business Combinations” (SFAS No. 141), the purchase price was allocated to the fair value of Universal Care assets acquired, including identifiable intangible assets, deferred tax asset, and the excess of purchase price over the fair value of net assets acquired resulted in goodwill, which is deductible for tax purposes. In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets,” goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are subject to impairment tests. Identified intangibles with definite useful lives are amortized on a straight-line basis over their estimated remaining lives (see Note 2). The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

	As of March 31, 2006
	(Dollars in millions)
Intangible assets	$	29.5
Goodwill		28.4
Deferred tax asset		16.1
Total assets acquired		74.0
Accrued transaction costs		(0.9	)
Net assets acquired	$	73.1

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All of the net assets acquired were assigned to our Health Plan Services reportable segment.

The on-going financial results of the Universal Care transaction are included in our Health Plan Services reportable segment and are not material to our consolidated results of operations.

Sale-Leaseback Transaction

On June 30, 2005, we entered into a Master Lease Financing Agreement (Lease Agreement) with an independent third party (Lessor). Pursuant to the terms of the Lease Agreement, we sold certain of our non-real estate fixed assets with a net book value of $76.5 million as of June 30, 2005 to Lessor for the sale price of $80 million (less approximately $1.0 million in certain costs and expenses) and simultaneously leased such assets from Lessor under an operating lease for an initial term of three years, which term may be extended at our option for an additional term of four quarters subject to the terms of the Lease Agreement. In connection with the sale-leaseback transaction, we granted Lessor a security interest of $80 million in certain of our non-real estate fixed assets. The gain of $2.5 million on the sale of the fixed assets has been deferred in accordance with SFAS No. 13 “Accounting for Leases” and will be recognized in proportion to the lease expense over the lease term. Payments under the Lease Agreement are $2.8 million per quarter, plus an interest component subject to adjustment on a quarterly basis. At the expiration of the term of the Lease Agreement, we will have the option to purchase from, or return to, Lessor all, but not less than all, of the leased assets, subject to the terms of the Lease Agreement.

7. STOCK REPURCHASE PROGRAM

In September 2004, we placed our stock repurchase program on hold, primarily as a result of Moody’s and S&P having downgraded our non-credit-enhanced, senior unsecured long-term debt rating to below investment grade. The stock repurchase program remained on hold as of September 30, 2006. Our Board of Directors had previously authorized us to repurchase up to $450 million (plus exercise proceeds and tax benefits from the exercise of employee stock options) of our common stock under the stock repurchase program. After giving effect to realized exercise proceeds and tax benefits from the exercise of employee stock options, our cumulative total authority from the commencement of our stock repurchase program in 2002 to September 30, 2006 is estimated at $752 million. Share repurchases are made under our stock repurchase program from time to time through open market purchases or through privately negotiated transactions. As of September 30, 2006, we had repurchased an aggregate of 19,978,655 shares of our common stock under our stock repurchase program at an average price of $26.86 for aggregate consideration of approximately $537 million. We used net free cash available to the Company to fund the share repurchases. We did not repurchase any shares of common stock under our stock repurchase program during the three and nine months ended September 30, 2006. The remaining authorization under our stock repurchase program as of September 30, 2006 was $215 million after taking into account exercise proceeds and tax benefits from the exercise of employee stock options.

Our stock repurchase program does not have an expiration date. The stock repurchase program may be suspended or discontinued at any time. As of September 30, 2006, we have not terminated any repurchase program prior to its expiration date.

8. FINANCING ARRANGEMENTS

Redemption of Senior Notes

On August 14, 2006, we redeemed all $400 million in aggregate principal amount of our Senior Notes, which were scheduled to mature in April 2011. The redemption followed a series of preparatory transactions that we undertook beginning in June 2006 to refinance the Senior Notes.

On June 23, 2006, we obtained a $200 million bridge loan and a $300 million term loan. See “—Bridge Loan Agreement” and “—Term Loan Agreement,” below. We used the net proceeds from the Bridge Loan Agreement and the Term Loan Agreement to purchase approximately $500 million in U.S. Treasury securities,

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which we pledged (the Pledged Securities) as collateral to secure the Senior Notes pursuant to a Security and Control Agreement, dated as of June 23, 2006, by and among us, the Trustee for the registered holders of our Senior Notes, and U.S. Bank National Association, as securities intermediary. The U.S. Treasury securities provided sufficient funds to make all of the remaining principal and interest payments on the Senior Notes. We granted to the trustee for the Senior Notes, for the benefit of the holders of the Senior Notes, a lien on and security interest in the Pledged Securities until the Senior Notes were redeemed in accordance with the terms of the indenture governing the Senior Notes. The Pledged Securities, originally purchased for $497 million, together with approximately $9 million in investment gains and interest income earned thereon, represented funds in the aggregate amount of approximately $506 million at August 14, 2006, the date of redemption of the Senior Notes. These funds were sufficient to redeem the Senior Notes for approximately $451 million, including a redemption premium of approximately $51 million, and to pay the accrued interest on the Senior Notes to the redemption date in the aggregate amount of $12 million. A portion of the remaining $43 million provided by the sale of the Pledged Securities was used to cover $11.1 million in costs for the termination and settlement of our Swap Contracts and to pay approximately $3 million of professional fees and other expenses related to the refinancing of the Senior Notes. The remaining $29 million of the proceeds from the sale of the Pledged Securities was returned to the Company’s general operating fund to be used for general working capital purposes.

As a result of our pledge of the Pledged Securities to secure the Senior Notes under the Security and Control Agreement, Moody’s and S&P upgraded their ratings on the Senior Notes to investment grade (Baa1 and BBB, respectively) effective June 28, 2006. The increase in the ratings on the Senior Notes caused the interest rate on the Senior Notes to decrease from 9.875% to 8.375% pursuant to the terms of the Senior Notes indenture. Semi-annual interest on the Senior Notes was payable on April 15 and October 15 of each year. In connection with the redemption of the Senior Notes, we made a final interest payment, representing accrued interest on the Senior Notes from the last interest payment date to the date of the redemption.

We incurred a total of $70.1 million in costs associated with the refinancing of the Senior Notes, consisting of the $51.0 million redemption premium, $8.0 million of professional fees and expenses and the $11.1 million of costs incurred in the termination and settlement of our Swap Contracts (see Note 4).

Revolving Credit Facility

We have a $700 million revolving credit facility under a five-year revolving credit agreement with Bank of America, N.A., as a lender, and, as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. As of September 30, 2006, no amounts were outstanding under our revolving credit facility and the maximum amount available for borrowing under the revolving credit facility was $584.8 million (see “—Letters of Credit” below).

Borrowings under our revolving credit facility may be used for general corporate purposes, including acquisitions, and to service our working capital needs. We must repay all borrowings, if any, under the revolving credit facility by June 30, 2009, unless the maturity date under the revolving credit facility is extended. Interest on any amount outstanding under the revolving credit facility is payable monthly at a rate per annum of (a) LIBOR plus a margin ranging from 50 to 112.5 basis points, depending on our debt rating by S&P and Moody’s, or (b) the higher of (1) the Bank of America prime rate and (2) the federal funds rate plus 0.5%, plus a margin of up to 12.5 basis points, depending on our debt rating by S&P and Moody’s. We have also incurred and will continue to incur customary fees in connection with the revolving credit facility. Our revolving credit facility contains customary representations and warranties and requires us to comply with certain covenants that impose restrictions on our operations, including financial covenants relating to a minimum borrower cash flow fixed charge coverage ratio (or, if our credit ratings meet specified criteria, a minimum consolidated fixed charge coverage ratio), a maximum consolidated leverage ratio and a minimum consolidated net worth, and a limitation on dividends and distributions. As of September 30, 2006, we were in compliance with all covenants under our revolving credit facility.

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The revolving credit facility contains customary events of default subject to materiality and other qualifications and grace periods. The events of default include nonpayment of principal, interest, fees or other amounts under the applicable loan documents; failure to comply with specified covenants and agreements; any representation or warranty of ours in the applicable loan documents having been materially incorrect or misleading when made or deemed made; specified defaults by us or any of our subsidiaries under other indebtedness; specified bankruptcy and insolvency events; specified events involving the entry of judgments against us and/or our subsidiaries; non compliance by us or any of our subsidiaries under specified HMO or insurance regulations; specified events related to compliance with the Employee Retirement Income Security Act; actual or asserted invalidity of applicable loan documentation; and a change of control. Upon an event of a default under the revolving credit facility, the obligations under the revolving credit facility may be accelerated and the applicable interest rate increased.

As of September 30, 2006, as a result of our non-credit-enhanced, senior unsecured long-term debt rating not being at or above BBB- by S&P, we were subject to a minimum borrower cash flow fixed charge coverage ratio rather than the minimum consolidated fixed charge coverage ratio and were subject to additional reporting requirements to the lenders under the revolving credit facility. Since the Company redeemed its Senior Notes in August 2006, Moody’s no longer provides a debt rating of the Company. The minimum borrower cash flow fixed charge coverage ratio calculates fixed charges on a parent-company-only basis. In the event our non-credit-enhanced, senior unsecured long-term debt rating is upgraded to at least BBB- by S&P, our coverage ratio covenant would revert to the consolidated fixed charge coverage ratio. In addition, as a result of our non-credit-enhanced, senior unsecured long-term debt rating not being at or above BBB- by S&P, the revolving credit facility as of September 30, 2006 prohibited us from making dividends, distributions or redemptions in respect of our capital stock in excess of $75 million (plus proceeds received by us from the exercise of stock options held by employees, management or directors of the company and any tax benefit to us related to such exercise) in any consecutive four-quarter period, less other restricted payments made in such period, except that we would be permitted to repurchase up to $500 million of our capital stock, subject to specified conditions contained in the revolving credit facility (including a maximum leverage ratio), using the proceeds from a financing transaction undertaken for the specific purposes of funding share repurchases.

Bridge Loan Agreement

On June 23, 2006, we entered into a $200 million Bridge Loan Agreement (the “Bridge Loan Agreement”) with The Bank of Nova Scotia, as administrative agent and lender. As of September 30, 2006, $200 million in borrowings was outstanding under the Bridge Loan Agreement. We may voluntarily prepay amounts outstanding under the Bridge Loan Agreement, in whole or in part, at any time without penalty or premium (subject to certain customary breakage costs). The bridge loan is mandatorily prepayable only to the extent that loans made under the Bridge Loan Agreement exceed unutilized commitments under our revolving credit facility, which is described below. At our option, borrowings under the Bridge Loan Agreement generally may be designated and maintained as either base rate loans or eurodollar rate loans. Base rate loans generally bear interest at a rate per annum equal to the sum of (i) the higher of (a) the applicable prime commercial rate and (b) the Federal Funds Rate plus 0.5% and (ii) 0.5%. Eurodollar rate loans generally bear interest at a rate per annum equal to the sum of (i) the applicable eurodollar interest rate (LIBOR) and (ii) 1.5%. The interest rate on the bridge loan at September 30, 2006 was 6.95%. Borrowings under the Bridge Loan Agreement initially had a final maturity date of September 22, 2006. On September 21, 2006, we amended the Bridge Loan Agreement to, among other things, extend the final maturity date of borrowings under the Bridge Loan Agreement to March 22, 2007.

The Bridge Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default substantially similar to those contained in our revolving credit facility. Upon an event of default under the Bridge Loan Agreement, the obligations under the Bridge Loan Agreement may be accelerated and the applicable interest rate increased. As of September 30, 2006, we were in compliance with all covenants under the Bridge Loan Agreement.

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Term Loan Agreement

On June 23, 2006, we entered into a $300 million Term Loan Credit Agreement (the “Term Loan Agreement”) with JP Morgan Chase Bank, N.A., as administrative agent and lender, Citicorp USA, Inc., as syndication agent and lender. As of September 30, 2006, $300 million in term loan borrowings was outstanding under the Term Loan Agreement. We may voluntarily prepay amounts outstanding under the Term Loan Agreement, in whole or in part, at any time without penalty or premium (subject to certain customary breakage costs). At our option, borrowings under the Term Loan Agreement generally may be designated and maintained as either base rate loans or eurodollar rate loans. Base rate loans generally bear interest at a rate per annum equal to the sum of (i) the higher of (a) the applicable prime commercial rate and (b) the Federal Funds Rate plus 0.5% and (ii) a margin that that is fixed within a range of 0 basis points to 50 basis points, depending on our debt rating by S&P and Moody’s. Eurodollar rate loans generally bear interest at a rate per annum equal to the sum of (i) the applicable eurodollar interest rate (LIBOR) and (ii) a margin that is fixed within a range of 62.5 basis points to 150 basis points, depending on our debt rating by S&P and Moody’s. As of September 30, 2006, the applicable margin was 1.50% over LIBOR, and the interest rate on the term loan borrowings was 6.87%. This interest rate is effective until December 27, 2006, at which time the interest rate will be reset for the next quarter. Borrowings under the Term Loan Agreement have a final maturity date of June 23, 2011.

The Term Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default substantially similar to those contained in our revolving credit facility. Upon an event of a default under the Term Loan Agreement, the obligations under the Term Loan Agreement may be accelerated and the applicable interest rate increased. As of September 30, 2006, we are in compliance with all covenants under the Term Loan Agreement.

Letters of Credit

We can obtain letters of credit in an aggregate amount of $300 million under our revolving credit facility. The maximum amount available for borrowing under our revolving credit facility is reduced by the dollar amount of any outstanding letters of credit. As of September 30, 2006, we had outstanding letters of credit for $90.1 million to secure surety bonds we obtained in connection with the AmCareco litigation (see Note 9). We also had outstanding secured letters of credit for $14.9 million to guarantee workers’ compensation claim payments to certain external third-party insurance companies in the event that we do not pay our portion of the workers’ compensation claims and $0.2 million as a guarantee for expenses of the Health Net-sponsored pro cycling team. In addition, we secured a letter of credit for $10.0 million to cover risk of insolvency for the State of Arizona. As a result of the issuance of these letters of credit, the maximum amount available for borrowing under the revolving credit facility was $584.8 million as of September 30, 2006. As of September 30, 2006, no amounts have been drawn on any of these letters of credit.

Interest Rate Swap Contracts

On February 20, 2004, we entered into four Swap Contracts with four different major financial institutions as a part of our hedging strategy to manage certain exposures related to changes in interest rates on the fair value of our outstanding Senior Notes. Under these Swap Contracts, we paid an amount equal to a specified variable rate of interest times a notional principal amount and received in return an amount equal to a specified fixed rate of interest times the same notional principal amount.

The Swap Contracts had an aggregate notional principal amount of $400 million and effectively converted the fixed interest rate on the Senior Notes to a variable rate of six-month LIBOR plus 399.625 basis points.

In connection with the redemption of our Senior Notes on August 14, 2006, we terminated and settled the Swap Contracts on September 26, 2006 and recognized a pretax loss of $11.1 million associated with the termination and settlement of the Swap Contracts. See Note 2 for additional information on the settlement of our Swap Contracts.

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9. LEGAL PROCEEDINGS

Class Action Lawsuits

McCoy v. Health Net, Inc. et al, and Wachtel v. Guardian Life Insurance Co.

These two lawsuits are styled as nationwide class actions and are pending in the United States District Court for the District of New Jersey on behalf of a class of subscribers in a number of our large and small employer group plans. The Wachtel complaint initially was filed as a single plaintiff case in New Jersey State court on July 23, 2001. Subsequently, we removed the Wachtel complaint to federal court, and plaintiffs amended their complaint to assert claims on behalf of a class of subscribers in small employer group plans in New Jersey on December 4, 2001. The McCoy complaint was filed on April 23, 2003 and asserts claims on behalf of a nationwide class of Health Net subscribers. These two cases have been consolidated for purposes of trial. Plaintiffs allege that Health Net, Inc., Health Net of the Northeast, Inc. and Health Net of New Jersey, Inc. violated ERISA in connection with various practices related to the reimbursement of claims for services provided by out-of-network providers. Plaintiffs seek relief in the form of payment of benefits, injunctive and other equitable relief, and attorneys’ fees.

During 2001 and 2002, the parties filed and argued various motions and engaged in limited discovery. On April 23, 2003, plaintiffs filed a motion for class certification seeking to certify nationwide classes of Health Net subscribers. We opposed that motion and the Court took it under submission. On June 12, 2003, we filed a motion to dismiss the case, which was ultimately denied. On August 8, 2003, plaintiffs filed a First Amended Complaint, adding Health Net, Inc. as a defendant and expanding the alleged violations. On December 22, 2003, plaintiffs filed a motion for summary judgment on the issue of whether Health Net utilized an outdated database for calculating out-of-network reimbursements, which we opposed. That motion, and various other motions seeking injunctive relief and to narrow the issues in this case, are still pending.

On August 5, 2004, the District Court granted plaintiffs’ motion for class certification and issued an Order certifying two nationwide classes of Health Net subscribers who received medical services or supplies from an out-of-network provider and to whom Defendants paid less than the providers’ actual charge during the period from 1997 to 2004. On August 23, 2004, we requested permission from the Court of Appeals for the Third Circuit to appeal the District Court’s class certification Order pursuant to Rule 23(f) of the Federal Rules of Civil Procedure. On November 14, 2004, the Court of Appeals for the Third Circuit granted our motion for leave to appeal. On March 4, 2005, the Third Circuit issued a briefing and scheduling order for our appeal. Briefing on the appeal was completed on June 15, 2005. Oral argument was heard by the Third Circuit on December 15, 2005. On June 30, 2006, the Third Circuit ruled in Health Net’s favor on the appeal (the Third Circuit Ruling). The Court held that the District Court’s class certification opinion failed to properly define the claims, issues and defenses to be treated on a class basis. The Third Circuit thus vacated the certification order and remanded the case to the District Court for further proceedings.

On January 13, 2005, counsel for the plaintiffs in the McCoy/Wachtel actions filed a separate class action against Health Net, Inc., Health Net of the Northeast, Inc., Health Net of New York, Inc., Health Net Life Insurance Co., and Health Net of California, Inc. captioned Scharfman v. Health Net, Inc., 05-CV-00301 (FSH)(PS) (United States District Court for the District of New Jersey) on behalf of the same parties who would have been added to the McCoy/Wachtel action as additional class representatives had the District Court granted the plaintiffs’ motion for leave to amend their complaint in that action. This new action contains similar allegations to those made by the plaintiffs in the McCoy/Wachtel action.

Discovery has concluded and a final pre-trial order was submitted to the District Court in McCoy/Wachtel on June 28, 2005. Both sides have moved for summary judgment, and briefing on those motions has been completed. In their summary judgment briefing, plaintiffs also sought appointment of a monitor to act as an independent fiduciary to oversee the administration of our Northeast health plans (including claims payment practices). We have opposed the appointment of a monitor. Notwithstanding the then pending Third Circuit

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appeal of the District Court’s class certification order, a trial date was set for September 19, 2005. On July 29, 2005, we filed a motion in the District Court to stay the District Court action and the trial in light of the pending Third Circuit appeal. On August 4, 2005, the District Court denied our motion to stay and instead adjourned the September 19 trial date and ordered that the parties be prepared to go to trial on seven days’ notice as of September 19, 2005. We immediately filed a request for a stay with the Third Circuit seeking an order directing the District Court to refrain from holding any trial or entering any judgment or order that would have the effect of resolving any claims or issues affecting the disputed classes until the Third Circuit rules on the class certification order. Plaintiffs cross-moved for dismissal of the class certification appeal. On September 27, 2005, the Third Circuit granted our motion for a stay and denied plaintiffs’ cross-motion. Plaintiffs have not specified the amount of damages being sought in this litigation and, although these proceedings are subject to many uncertainties, based on the proceedings to date, we believe the amount of damages ultimately asserted by plaintiffs could be material.

On August 9, 2005, Plaintiffs filed a motion with the District Court seeking sanctions against us for a variety of alleged acts of serious misconduct, discovery abuses and fraud on the District Court. The sanctions sought by plaintiffs and being considered by the Court include, among others, entry of a default judgment, monetary sanctions, including a substantial award for plaintiffs’ legal fees and either the appointment of a monitor to oversee our claims payment practices and our dealings with state regulators or the appointment of an independent fiduciary to replace the company as a fiduciary with respect to our claims adjudications for members. Plaintiffs also are seeking the appointment of a discovery special master to oversee any further document production. On September 12, 2005, we responded to plaintiffs’ motion denying that any sanctionable misconduct, discovery abuses or fraud had occurred. The District Court conducted hearings for 12 days on this issue from October 2005 through March 2006. Throughout the time that the Court has held these hearings, the parties have taken additional depositions and have submitted additional briefing on several issues that have arisen. During the course of the hearings, and in their post-hearings submissions, plaintiffs also have alleged that some of our witnesses engaged in perjury and obstruction of justice. We have denied all such allegations. The record for the sanctions hearing has now closed. Following the conclusion of the sanctions hearings, the parties submitted proposed findings of fact and conclusions of law. The Court has taken these proposals under advisement and we are awaiting a decision.

While the sanctions proceedings were progressing, the Court and the Magistrate Judge overseeing discovery entered a number of orders relating, inter alia, to production of documents. On March 9, 2006, the Magistrate Judge ordered that all e-mails of Health Net and all of its subsidiaries be searched for documents responsive to all of Plaintiffs’ document requests. The practical effect of this order would be to require us to restore all e-mails from back-up tapes and to review them along with e-mails on all current servers for all associates. Defendants appealed the March 9, 2006 order based upon the undue burden associated with such an expansive and expensive restoration and review of backed up emails. In an Order dated May 5, 2006 (the “May 5 Order”), the Court limited the scope of the restoration, search and review of backed up emails to 59 current and former associates. The May 5 Order set a deadline of July 15, 2006 to complete the restoration, search and production of emails, which deadline was extended until September 30, 2006 by the Court.

We are in the process of restoring back-up tapes and identifying emails to comply with the Court’s May 5 Order. This restoration process is complex, time consuming and expensive. On July 14, 2006, in light of the Third Circuit Ruling, we filed a motion seeking relief from the obligation to search and produce documents pursuant to the May 5 Order on the basis that the cases are no longer class actions and, in the event that the cases are subsequently certified for class treatment, the search for documents should be guided by issues that remain in the class action. Court denied that motion and on September 22, 2006, we sought additional time for the production. On September 27, 2006, the Court denied our request and ordered that the Company pay a fee to be determined at a later date for every day that the production is not completed and that the Company may face other sanctions or consequences for failure to complete the production on time. The Company continues to work diligently to complete the production.

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The May 5 Order also set forth certain findings regarding Plaintiffs’ argument that the “crime-fraud” exception to the attorney-client privilege should be applied to certain documents for which we have claimed a privilege. In this ruling, the Court made preliminary findings that a showing of a possible crime or fraud was made with respect to Health Net’s interactions with NJ DOBI, the payment of a second restitution in New Jersey and discovery abuses, including delaying discovery and failing to properly preserve documents. In this opinion and in earlier orders, the Court explained that a multi-step process must occur before determining whether a claim of privilege can be pierced by the “crime-fraud” exception to the attorney-client privilege. The May 5 Order is not a final decision on this issue, but rather one step in the multi-step process.

The Magistrate Judge held hearings on September 27-29, 2006 on Plaintiffs’ request that certain documents for which Defendants asserted the attorney-client privilege should be produced as a result of the “crime-fraud” exception to the privilege. At these hearings, Defendants presented evidence and arguments, mostly in camera, as to why no crime or fraud had been committed and why the documents should not be produced. The Magistrate Judge has yet to rule on the issues presented.

On May 11, 2006, the Court issued another opinion ruling on the “fiduciary” exception to the attorney-client privilege. In this ruling, the Court held, among other things, that the fiduciary exception to the attorney-client privilege should apply to this litigation, and that the decision of which year’s database to apply is a fiduciary function and not a “plan design” function for ERISA purposes. The Court also held that functions Health Net, Inc. performs related to medical reimbursement determinations are fiduciary functions, therefore making Health Net, Inc. potentially liable to plaintiffs as a fiduciary under ERISA. On June 12, 2006, we filed a notice of appeal of this order. All briefing is now complete, and oral argument is scheduled for December 14, 2006.

Pursuant to the June 30, 2006 order of the Court of Appeals for the Third Circuit, on July 25, 2006, the District Court ordered the parties to submit statements of the legal issues that each believed were common to the classes (as previously defined by the Court on August 5, 2004) and those that were individual in nature. After receiving these submissions, on September 25, 2006, the Court entered an order directing that 19 specified legal issues should be treated on a class basis and, referring to the initial class certification order of August 5, 2004, deciding that class issues predominate over individual issues such that the cases should proceed as class actions. On October 10, 2006, we sought permission to appeal this new class certification order to the Third Circuit on the question of whether classes were properly certified. The parties are awaiting a decision on whether the Third Circuit will accept the appeal and, if so, the establishment of a briefing schedule.

We intend to continue to defend ourselves vigorously in this litigation. These proceedings are subject to many uncertainties, and, given their complexity and scope, their final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of these proceedings or the incurrence of substantial legal fees or discovery expenses or sanctions during the pendency of the proceedings depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of these proceedings should not have a material adverse effect on our financial condition and liquidity.

In Re Managed Care Litigation

Various class action lawsuits against managed care companies, including us, were transferred by the Judicial Panel on Multidistrict Litigation (“JPML”) to the United States District Court for the Southern District of Florida for coordinated or consolidated pretrial proceedings in In re Managed Care Litigation, MDL 1334. This proceeding was divided into two tracks, the subscriber track, comprising actions brought on behalf of health plan members, and the provider track, comprising actions brought on behalf of health care providers. On September 19, 2003, the Court dismissed the final subscriber track action involving us. All appeals regarding that action have been exhausted and the subscriber track has been closed.

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The provider track includes the following actions involving us: Shane v. Humana, Inc., et al. (including Health Net, Inc.) (filed in the Southern District of Florida on August 17, 2000 as an amendment to a suit filed in the Western District of Kentucky), California Medical Association v. Blue Cross of California, Inc., PacifiCare Health Systems, Inc., PacifiCare Operations, Inc. and Foundation Health Systems, Inc. (filed in the Northern District of California in May 2000), Klay v. Prudential Ins. Co. of America, et al. (including Foundation Health Systems, Inc.) (filed in the Southern District of Florida on February 22, 2001 as an amendment to a case filed in the Northern District of California), Connecticut State Medical Society v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Lynch v. Physicians Health Services of Connecticut, Inc. (filed in Connecticut state court on February 14, 2001), Sutter v. Health Net of the Northeast, Inc. (filed in New Jersey state court on April 26, 2002), Medical Society of New Jersey v. Health Net, Inc., et al., (filed in New Jersey state court on May 8, 2002), Knecht v. Cigna, et al. (including Health Net, Inc.) (filed in the District of Oregon in May 2003), Solomon v. Cigna, et. al. (including Health Net, Inc.) (filed in the Southern District of Florida on October 17, 2003), Ashton v. Health Net, Inc., et al. (filed in the Southern District of Florida on January 20, 2004), and Freiberg v. UnitedHealthcare, Inc., et al. (including Health Net, Inc.) (filed in the Southern District of Florida on February 24, 2004). These actions allege that the defendants, including us, systematically underpaid providers for medical services to members, have delayed payments to providers, imposed unfair contracting terms on providers, and negotiated capitation payments inadequate to cover the costs of the health care services provided and assert claims under the Racketeer Influenced and Corrupt Organizations Act (RICO), ERISA, and several state common law doctrines and statutes. Shane, the lead physician provider track action, asserted claims on behalf of physicians and sought certification of a nationwide class. The Knecht, Solomon, Ashton and Freiberg cases all are brought on behalf of health care providers other than physicians and seek certification of a nationwide class of similarly situated health care providers. Other than Shane, all provider track actions involving us have been stayed.

On May 3, 2005, we and the representatives of approximately 900,000 physicians and state and other medical societies announced that we had signed an agreement settling Shane, the lead physician provider track action. The settlement agreement requires us to pay $40 million to general settlement funds and $20 million for plaintiffs’ legal fees. The deadline for class members to submit claim forms in order to receive a portion of the settlement funds was September 21, 2005. This deadline was extended by agreement to November 21, 2005 for class members who reside or practice in a county declared as a disaster area as a result of Hurricane Katrina. During the three months ended March 31, 2005, we recorded a pretax charge of approximately $65.6 million in connection with the settlement agreement, legal expenses and other expenses related to the MDL 1334 litigation. On July 6, 2006, we made payments, including accrued interest, totaling approximately $61.9 million.

The settlement agreement also includes a commitment that we institute a number of business practice changes. Among the business practice changes we have agreed to implement are: enhanced disclosure of certain claims payment practices; conforming claims-editing software to certain editing and payment rules and standards; payment of electronically submitted claims in 15 days (30 days for paper claims); use of a uniform definition of “medical necessity” that includes reference to generally accepted standards of medical practice and credible scientific evidence published in peer-reviewed medical literature; establish a billing dispute external review board to afford prompt, independent resolution of billing disputes; provide 90-day notice of changes in practices and policies and implement various changes to standard form contracts; establish an independent physician advisory committee; and, where physicians are paid on a capitation basis, provide projected cost and utilization information, provide periodic reporting and not delay assignment to the capitated physician. The settlement agreement requires us to implement these business practice changes by various dates, and to maintain them for a four-year period thereafter.

On September 26, 2005, the District Court issued an order granting its final approval of the settlement agreement and directing the entry of final judgment. Four physicians appealed the order approving the settlement, but each of the physicians moved to dismiss their appeals, and all of the appeals were dismissed by the Eleventh Circuit by June 20, 2006. On July 19, 2006, joint motions to dismiss were filed in the District Court with respect to all of the remaining tag-along actions filed on behalf of physicians, the California Medical

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Association, Klay, Connecticut State Medical Society, Lynch, and Sutter actions. As a result of the physician settlement agreement, the dismissals of the various appeals, and the filing of the agreed motions to dismiss the tag along actions involving physician providers, all cases and proceedings relating to the physician provider track actions against us have been resolved.

Various cases brought by certain non-physicians against other managed care companies and us are still pending but have been stayed in the multi-district proceeding. On September 12, 2006, Judge Moreno dismissed one of those cases (the “Ashton” action), on grounds that the Ashton plaintiffs failed to file a status report. The Ashton plaintiffs subsequently filed a motion to vacate the dismissal in which they contend that they did file a status report. We intend to defend ourselves vigorously in the remaining Knecht, Solomon, and Freiberg non-physician cases. These proceedings are subject to many uncertainties, and, given their complexity and scope, their final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of these proceedings depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of these proceedings should not have a material adverse effect on our financial condition and liquidity.

Lawsuits Related to the Sale of Business

AmCareco Litigation

We are a defendant in two related litigation matters pending in state courts in Louisiana and Texas, both of which relate to claims asserted by three receivers overseeing the liquidation of health plans in Louisiana, Texas and Oklahoma that were previously owned by our former wholly-owned subsidiary, Foundation Health Corporation (FHC). In 1999, FHC sold its interest in these plans to AmCareco, Inc. (AmCareco). In 2002, three years after the sale of the three health plans, the plans were placed under applicable state oversight and ultimately placed into receivership later that year. The receivers for each of the plans later filed suit against certain of AmCareco’s officers, directors and investors, AmCareco’s independent auditors and outside counsel, and us. The plaintiffs contend that, among other things, we were responsible as a “controlling shareholder” of AmCareco following the sale of the plans for post-acquisition misconduct by AmCareco and others that caused the three health plans ultimately to be placed into receiverships.

On June 16, 2005, a trial of the claims asserted against us by the three receivers commenced in state court in Baton Rouge, Louisiana. The claims of the receiver for the Texas plan (AmCare-TX) were tried before a Louisiana jury and the claims of the receiver for the Louisiana plan (AmCare-LA) and the receiver for the Oklahoma plan (AmCare-OK) were simultaneously tried before the Court. On June 30, 2005, the jury considering the claims of AmCare-TX returned a $117 million verdict against us, consisting of $52.4 million in compensatory damages and $65 million in punitive damages. The jury found us 85% at fault for the compensatory damages based on the AmCare-TX receiver’s claims of breach of fiduciary duty, fraud, unfair or deceptive acts or practices and conspiracy. Following the jury verdict, the AmCare-TX receiver asserted that, as an alternative to the award of punitive damages, the Court could award up to three times the compensatory damages awarded to the AmCare-TX receiver. We opposed that assertion. On August 2, 2005, the Court entered judgment on the jury’s verdict in the AmCare-TX matter. In its judgment, the Court, among other things, reduced the compensatory damage award to $44.5 million (which is 85% of the jury’s $52.4 million compensatory damage award) and rejected the AmCare-TX receiver’s demand for a trebling of the compensatory damages. The judgment also included the award of $65 million in punitive damages.

On August 12, 2005, after entry of judgment in the AmCare-TX claim, we filed post-trial motions with the Court asking that the judgment be vacated or, alternatively, reduced. On August 19, 2005, the Court heard the motions and granted us partial relief by reducing the compensatory damage award by an additional 15% (based upon the fault of other individuals involved in the proceeding) and by reducing the punitive damage award by 30%. As a result of these reductions, the compensatory damages have been reduced to $36.7 million, and the

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punitive damages have been reduced to $45.5 million. The Court signed the judgment reflecting these reductions on November 3, 2005. We filed a motion for suspensive appeal and posted the required security within the delays allowed by law.

The proceedings regarding the claims of the AmCare-LA receiver and the AmCare-OK receiver continued in the trial court until July 8, 2005, when written final arguments were submitted. In their final written arguments, the AmCare-LA and AmCare-OK receivers asked the Court to award approximately $33.9 million in compensatory damages against us and requested that the Court award punitive or other non-compensatory damages and attorneys’ fees. On November 4, 2005, the Court issued two judgments, one awarding AmCare-LA compensatory damages, and a separate judgment awarding AmCare-OK compensatory damages. Both judgments allocated 70% of the fault to us, and the remaining 30% to other persons and companies. But, the judgment in favor of AmCare-LA found that despite the allocation of fault, we were contractually liable for 100% of AmCare-LA’s compensatory damages. The result is that the Court awarded AmCare-LA approximately $9.5 million and AmCare-OK approximately $17 million in compensatory damages. We filed motions for suspensive appeal and posted security within the delays allowed by law.

On November 21, 2005, the Court proceeded with the bifurcated trial on AmCare-LA and AmCare-OK’s claims for punitive damages, other non-compensatory damages and attorneys’ fees. The Court signed a judgment on December 6, 2005, in which it denied AmCare-LA’s request for attorneys’ fees. The Court signed a judgment on December 12, in which it denied AmCare-OK’s request for attorneys’ fees. The Court signed another judgment on December 20, 2005, in which it dismissed AmCare-LA and AmCare-OK’s claim for punitive damages. On December 21, 2005, AmCare-LA and AmCare-OK filed a notice of election of treble damages in which those plaintiffs, in light of the Court’s December 20 judgment dismissing their claim for punitive damages, “elected” to receive treble damages purportedly pursuant to the Texas Insurance Code and the Texas Civil Practices and Remedies Code. On that same day AmCare-OK filed a motion for a new trial on the Court’s denial of its request for attorneys’ fees. We filed a motion to strike that “election” of treble damages and deny the claim for treble damages, and alternatively a motion for a new trial on the “election” of treble damages on January 3, 2006. On January 23, 2006, the Court heard the motion for a new trial filed by AmCare-OK, and the motion to strike and alternatively the motion for a new trial that we filed. The Court denied AmCare-OK’s motion for a new trial on the attorneys’ fees, and granted our motion to strike the election of treble damages. The granting of our motion to strike rendered our motion for a new trial moot. The effect of the Court’s January 23, 2006 ruling is that the December 12 and December 20, 2005 judgments are now final for purposes of appeal. On February 13, 2006, AmCare-OK and AmCare-LA each appealed the orders denying them attorneys’ fees, and both appealed the trial court’s denial of punitive damages. A week later, on February 21, 2006, AmCare-OK and AmCare-LA appealed the trial court’s grant of the motion to strike the award of treble damages.

The complete record of the proceedings in the trial court was filed with the Louisiana First Circuit Court of Appeal on June 21, 2006. The Court of Appeal has ordered that initial briefs be filed by the parties addressing various procedural issues involving the numerous judgments and orders rendered by the trial court. Those issues include whether the wording of the various judgments may be in conflict and whether the court lacked jurisdiction to execute at least one of the orders of appeal. When these procedural issues are fully briefed to the court’s satisfaction, the court will issue a briefing schedule for the filing of the complete appellate briefs of the parties.

The AmCare-LA action was originally filed against us on June 30, 2003. That original action sought only to enforce a parental guarantee that FHC had issued in 1996. AmCare alleged that the parental guarantee obligated FHC to contribute sufficient capital to the Louisiana health plan to enable the plan to maintain statutory minimum capital requirements. The original action also alleged that the parental guarantee was not terminated in connection with the 1999 sale of the Louisiana plan.

The AmCare-TX and AmCare-OK actions were originally filed in Texas state court, and we were made a party to that action in the Third Amended Complaint that was filed on June 7, 2004. On September 30, 2004 and

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October 15, 2004, the AmCare-TX receiver and the AmCare-OK receivers, respectively, intervened or otherwise joined in the pending AmCare-LA litigation. The actions before the Texas state court remained pending despite these interventions. Following the intervention in the AmCare-LA action, all three receivers amended their complaints to assert essentially the same claims and successfully moved to consolidate their three actions in Louisiana. The consolidation occurred in November 2004. The consolidated actions then proceeded rapidly through extensive pre-trial activities, including discovery and motions for summary judgment.

On April 25, 2005, the Court granted in part our motion for summary judgment on the grounds that AmCareco’s mismanagement of the three plans after the 1999 sale was a superseding cause of approximately $46 million of plaintiffs’ claimed damages. On May 27, 2005, the Court reconsidered that ruling and entered a new order denying our summary judgment motion. The other defendants in the consolidated actions settled with plaintiffs before the pre-trial proceedings were completed in early June 2005.

Following the Court’s reversal of its ruling on our summary judgment motion, the Court scheduled a trial date of June 16, 2005, despite our repeated requests for a continuance to allow us to complete trial preparations and despite our argument that the Louisiana Court lacked jurisdiction to adjudicate the claims of the Texas and Oklahoma receivers due to the pendency of our appeal from the Louisiana court’s earlier order denying our venue objection. Prior to the commencement of trial, the Court severed and stayed our claims against certain of the settling defendants.

As noted above, there is substantially identical litigation against us pending in Texas. On January 9, 2006, the Texas court ordered that the Texas action be stayed. The court ordered the parties to submit quarterly reports regarding the status of the appeal in the Louisiana litigation. The Texas court will review those quarterly reports and determine whether the stay should remain in place pending the appeal in the Louisiana case.

We have vigorously contested all of the claims asserted against us by the AmCare-TX receiver and the other plaintiffs in the consolidated Louisiana actions since they were first filed. We intend to vigorously pursue all avenues of redress in these cases, including post-trial motions and appeals and the prosecution of our pending but stayed cross-claims against other parties. During the three months ended June 30, 2005, we recorded a pretax charge of $15.9 million representing total estimated legal defense costs for this litigation and related matters in Louisiana and Oklahoma.

These proceedings are subject to many uncertainties, and, given their complexity and scope, their outcome, including the outcome of any appeal, cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of these proceedings depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of these proceedings should not have a material adverse effect on our financial condition and liquidity.

Superior National and Capital Z Financial Services

On April 28, 2000, we and our former wholly-owned subsidiary, Foundation Health Corporation (FHC), which merged into Health Net, Inc., in January 2001, were sued by Superior National Insurance Group, Inc. (Superior) in an action filed in the United States Bankruptcy Court for the Central District of California, which was then transferred to the United States District Court for the Central District of California. The lawsuit (Superior Lawsuit) related to the 1998 sale by FHC to Superior of the stock of Business Insurance Group, Inc. (BIG), a holding company of workers’ compensation insurance companies operating primarily in California. In the Superior Lawsuit, Superior alleged that FHC made certain misrepresentations and/or omissions in connection with the sale of BIG and breached the stock purchase agreement governing the sale.

In October 2003, we entered into a settlement agreement with the SNTL Litigation Trust, successor-in-interest to Superior, of the claims alleged in the Superior Lawsuit. As part of the settlement, we

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ultimately agreed to pay the SNTL Litigation Trust $132 million and received a release of the SNTL Litigation Trust’s claims against us. Shortly after announcing the settlement, Capital Z Financial Services Fund II, L.P., and certain of its affiliates (collectively, Cap Z) sued us (Cap Z Action) in New York state court asserting claims arising out of the same BIG transaction that is the subject of the settlement agreement with the SNTL Litigation Trust. Cap Z had previously participated as a creditor in the Superior Lawsuit and is a beneficiary of the SNTL Litigation Trust. In its complaint, Cap Z alleges that we made certain misrepresentations and/or omissions that caused Cap Z to vote its shares of Superior in favor of the acquisition of BIG and to provide approximately $100 million in financing to Superior for that transaction. Cap Z’s complaint primarily alleges that we misrepresented and/or concealed material facts relating to the sufficiency of the BIG companies’ reserves and about the BIG companies’ internal financial condition, including accounts receivables and the status of certain “captive” insurance programs. Cap Z alleges that it seeks compensatory damages in excess of $100 million, unspecified punitive damages, costs, and attorneys’ fees.

In January 2004, we removed the Cap Z Action from New York state court to the United States District Court for the Southern District of New York. We then filed a motion to dismiss all of Cap Z’s claims, and Cap Z filed a motion to remand the action back to New York state court. On November 2, 2005, the District Court remanded this action to the New York state court in New York City, without addressing our motion to dismiss. The action was then assigned to the Commercial Division of the New York state court, which is staffed by judges who have more experience in handling complex commercial litigation.

On December 21, 2005, we filed a motion to dismiss all of Cap Z’s claims. Cap Z filed an opposition to the motion on January 20, 2006. Our reply was filed on February 7, 2006. The motion was argued on February 16, 2006. On May 5, 2006, the court issued its decision on our motion and dismissed all of Cap Z’s claims, including claims for fraud and claim for punitive damages, except for Cap Z’s claim for indemnification based on the assertion that FHC breached express warranties and covenants under the stock purchase agreement.

On June 7, 2006, Cap Z filed an appeal from the Court’s dismissal of its claims for breach of the implied covenant and fraud and dismissal of its punitive damage claim. On June 13, 2006, we filed a cross-appeal from the Court’s refusal to dismiss all of Cap Z’s claims. Briefing on these appeals was completed on October 23, 2006. Oral argument on the appeals is scheduled for November 17, 2006.

Notwithstanding these appeals, the litigation continues in the trial court. On June 2, 2006, we filed an answer to Cap Z’s remaining claim for indemnification. On June 23, 2006, the Court signed a scheduling order providing that all fact discovery is to be completed by February 28, 2007, and expert discovery is to be completed by April 30, 2007. Pursuant to discussions with Cap Z’s counsel and the Court before and during a status conference with the Court on September 26, 2006, on October 3, 2006, we filed a motion for summary judgment in the trial court seeking dismissal of Cap Z’s remaining claim for indemnification. Briefing on the Company’s motion is to be completed by November 3, 2006, and oral argument on the motion is scheduled for November 16, 2006. Both sides have begun written discovery. The Court agreed that discovery is now stayed pending the hearing on our motion for summary judgment on Cap Z’s remaining claim.

We intend to defend ourselves vigorously against Cap Z’s claims. This case is subject to many uncertainties, and, given its complexity and scope, its final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of the Cap Z Action depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of the Cap Z Action should not have a material adverse effect on our financial condition and liquidity.

Provider Disputes

In the ordinary course of our business operations, we are party to arbitrations and litigation involving providers. A number of these arbitrations and litigation matters relate to alleged stop-loss claim underpayments,

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where we paid a portion of the provider’s billings and denied certain charges based on a line-by-line review of the itemized billing statement to identify supplies and services that should have been included within specific charges and not billed separately. A smaller number of these arbitrations and litigation matters relate to alleged stop-loss claim underpayments where we paid a portion of the provider’s billings and denied the balance based on the level of prices charged by the provider.

In late 2001, we began to see a pronounced increase in the number of high dollar, stop-loss inpatient claims we were receiving from providers. As stop-loss claims rose, the percentage of payments made to hospitals for stop-loss claims grew as well, in some cases in excess of 50%. The increase was caused by some hospitals aggressively raising chargemasters and billing for items separately when we believed they should have been included in a base charge. Management at our California health plan at that time decided to respond to this trend by instituting a number of practices designed to reduce the cost of these claims. These practices included line item review of itemized billing statements and review of, and adjustment to, the level of prices charged on stop-loss claims.

By early 2004, we began to see evidence that our claims review practices were causing significant friction with hospitals although, at that time, there was a relatively limited number of outstanding arbitration and litigation proceedings. We responded by attempting to negotiate changes to the terms of our hospital contracts, in many cases to incorporate fixed reimbursement payment methodologies intended to reduce our exposure to the stop-loss claims. As we reached the third quarter of 2004, an increase in arbitration requests and other litigation prompted us to review our approach to our claims review process for stop-loss claims and our strategy relating to provider disputes. Given that our provider network is a key strategic asset, management decided in the fourth quarter of 2004 to enter into negotiations in an attempt to settle a large number of provider disputes in our California and Northeast health plans. The majority of these disputes related to alleged underpayment of stop-loss claims.

During the fourth quarter of 2004 we recorded a $169 million pretax charge for expenses associated with settlements with providers that had been, or are currently in the process of being resolved, principally involving these alleged stop-loss claims underpayments. The earnings charge was recorded following a thorough review of all outstanding claims and management’s decision in the fourth quarter of 2004 to enter into negotiations in an attempt to settle a large number of these claims in our California and Northeast health plans. As of September 30, 2006, the provider dispute settlements have been substantially completed, and during the nine months ended September 30, 2006 no significant modifications were made to the original estimated provider dispute liability amount. In connection with these settlements, we have entered into new contracts with a large portion of our provider network.

On October 6, 2006 we entered into a Consent Agreement with the California Department of Managed Health Care (DMHC) with respect to certain claims editing practices which we formerly utilized for certain contracted hospital claims. Under the terms of the Consent Agreement, we will provide contracted hospitals that have not previously settled or otherwise resolved these claims with us the ability to resubmit their claims, for dates of service of January 1, 2004 and later, for readjudication by the Company without the use of these editing practices. We do not expect the readjudication of the affected claims to have a material impact on our financial condition or results of operations.

We are the subject of a regulatory investigation in New Jersey that relates principally to the timeliness and accuracy of our claim payments for services rendered by out-of-network providers. The regulatory investigation includes an audit of our claims payment practices for services rendered by our out-of-network providers for 1996 through 2005 in New Jersey. Based on the results of the audit, we expect the New Jersey Department of Banking and Insurance could require remediation of certain claims payments for this period and/or assess a regulatory fine or penalty on us. We are engaged in on-going discussions with the New Jersey Department of Banking and Insurance to address these issues.

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These proceedings are subject to many uncertainties, and, given their complexity and scope, their final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of any or all of these proceedings depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of all of these proceedings should not have a material adverse effect on our financial condition and liquidity.

Miscellaneous Proceedings

In the ordinary course of our business operations, we are also party to various other legal proceedings, including, without limitation, litigation arising out of our general business activities, such as contract disputes, employment litigation, wage and hour claims, real estate and intellectual property claims and claims brought by members seeking coverage or additional reimbursement for services allegedly rendered to our members, but which allegedly were either denied, underpaid or not paid, and claims arising out of the acquisition or divestiture of various business units or other assets. We are also subject to claims relating to the performance of contractual obligations to providers, members, employer groups and others, including the alleged failure to properly pay claims and challenges to the manner in which we process claims. In addition, we are subject to claims relating to the insurance industry in general, such as claims relating to reinsurance agreements and rescission of coverage and other types of insurance coverage obligations.

These other legal proceedings are subject to many uncertainties, and, given their complexity and scope, their final outcome cannot be predicted at this time. It is possible that in a particular quarter or annual period our results of operations and cash flow could be materially affected by an ultimate unfavorable resolution of any or all of these other legal proceedings depending, in part, upon the results of operations or cash flow for such period. However, at this time, management believes that the ultimate outcome of all of these other legal proceedings that are pending, after consideration of applicable reserves and potentially available insurance coverage benefits, should not have a material adverse effect on our financial condition and liquidity.

Potential Settlements

We regularly evaluate litigation matters pending against us, including those described in this Note 9, to determine if settlement of such matters would be in the best interests of the Company and its stockholders. The costs associated with any such settlement could be substantial and, in certain cases, could result in an earnings charge in any particular quarter in which we enter into a settlement agreement. Although we have recorded litigation reserves which represent our best estimate on probable losses, both known and incurred but not reported, our recorded reserves might prove not to be adequate to cover an adverse result or settlement for extraordinary matters such as the matters described in this Note 9. Therefore, the costs associated with the various litigation matters to which we are subject and any earnings charge recorded in connection with a settlement agreement could have a material adverse effect on our financial condition or results of operations.

10. SUBSEQUENT EVENTS

On October 14, 2006, the Board of Directors authorized the Company to resume repurchases of its common stock under the existing stock repurchase program. The Board of Directors also increased the size of the stock repurchase program by $235 million. As a result, the Company is currently authorized under the stock repurchase program to acquire shares of its common stock in an aggregate amount of up to $450 million.

On November 6, 2006, we amended the revolving credit facility, the Bridge Loan Agreement and the Term Loan Agreement to allow for the repurchase of up to $500 million of our capital stock, subject to specified conditions contained in such agreements (including a maximum leverage ratio), without limitation as to the source of funds used to make the repurchases. Immediately prior to the November 6, 2006 amendments, the revolving credit facility, the Bridge Loan Agreement and the Term Loan Agreement would have allowed for

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repurchases of capital stock of up to $500 million only with proceeds from a financing transaction incurred specifically to fund stock repurchases, effectively limiting our share repurchases in any period of four consecutive quarters (in the absence of such a financing transaction) to no more than $75 million (plus proceeds received by us from the exercise of stock options held by employees, management or directors of the company and any tax benefit to us related to such exercise) less other restricted payments made in such period.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY STATEMENTS

The following discussion and other portions of this Quarterly Report on Form 10-Q contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, regarding our business, financial condition and results of operations. These forward-looking statements involve risks and uncertainties. All statements other than statements of historical information provided or incorporated by reference herein may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may,” “should,” “could,” “estimate” and “intend” and other similar expressions are intended to identify forward-looking statements. Managed health care companies operate in a highly competitive, constantly changing environment that is significantly influenced by, among other things, aggressive marketing and pricing practices of competitors and regulatory oversight. Factors that could cause our actual results to differ materially from those reflected in forward-looking statements include, but are not limited to, the factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005 and in our subsequent Quarterly Reports on Form 10-Q and the risks discussed in our other filings from time to time with the SEC.

We wish to caution readers that these factors, among others, could cause our actual financial or enrollment results to differ materially from those expressed in any projections, estimates or forward-looking statements relating to us. In addition, those factors should be considered in conjunction with any discussion of operations or results by us or our representatives, including any forward-looking discussion, as well as comments contained in press releases, presentations to securities analysts or investors or other communications by us. You should not place undue reliance on any forward-looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date thereof. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that arise after the date of this report.

This Management’s Discussion and Analysis of Financial Conditions and Results of Operations should be read in its entirety since it contains detailed information that is important to understanding Health Net, Inc. and its subsidiaries’ results of operations and financial condition.

OVERVIEW

General

We are an integrated managed care organization that delivers managed health care services through health plans and government sponsored managed care plans. We are among the nation’s largest publicly traded managed health care companies. Our mission is to help people be healthy, secure and comfortable. We provide health benefits to approximately 6.6 million individuals across the country through group, individual, Medicare, Medicaid and TRICARE and Veterans Affairs programs. Our behavioral health services subsidiary, Managed Health Network, provides behavioral health, substance abuse and employee assistance programs (EAPs) to approximately 7.3 million individuals, including our own health plan members.

Medicare Advantage and Part D

We offer prescription drug coverage under Medicare Advantage in Arizona, California, Connecticut, New York and Oregon, states where we were already offering Medicare services prior to the implementation of Medicare Advantage. As of September 30, 2006, we had approximately 197,000 Medicare Advantage members (including members acquired in the Universal Care transaction) who in these states are generally permitted to sign up for the new benefit and receive prescription drug medications at no additional premium.

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On January 1, 2006, we began offering the new “Part D” stand-alone prescription drug benefit in the states where we offer Medicare Advantage. In addition, we offer the stand-alone Part D prescription drug benefit to seniors in five states where we do not have Medicare Advantage membership: Massachusetts, New Jersey, Rhode Island, Vermont and Washington. On June 16, 2006, we received approval from CMS for our Prescription Drug Plan (PDP) expansion application, which allows us to market our Medicare Part D plans in all 50 states and the District of Columbia beginning in 2007. As of September 30, 2006, we had approximately 294,000 Medicare Part D members.

How We Report Our Results

We currently operate within two reportable segments, Health Plan Services and Government Contracts, each of which is described below.

Our Health Plan Services reportable segment includes the operations of our health plans, which offer commercial, Medicare and Medicaid products, the operations of our health and life insurance companies and our behavioral health and pharmaceutical services subsidiaries. We have approximately 3.7 million members, including Medicare Part D and administrative services only (ASO) members, in our Health Plan Services segment.

Our Government Contracts segment includes our government-sponsored managed care federal contract with the U.S. Department of Defense (the Department of Defense) under the TRICARE program in the North Region and other health care related government contracts that we administer for the Department of Defense. Under the TRICARE contract for the North Region, we provide health care services to approximately 2.9 million Military Health System (MHS) eligible beneficiaries (active duty personnel and TRICARE/Medicare dual eligible beneficiaries), including 1.8 million TRICARE eligibles for whom we provide health care and administrative services and 1.1 million other MHS-eligible beneficiaries for whom we provide ASO.

How We Measure Our Profitability

Our profitability depends in large part on our ability to effectively price our health care products; manage health care costs, including pharmacy costs; contract with health care providers; attract and retain members; and manage our general and administrative (G&A) and selling expenses. In addition, factors such as regulation, competition and general economic conditions affect our operations and profitability. The potential effect of escalating health care costs, as well as any changes in our ability to negotiate competitive rates with our providers, may impose further risks to our ability to profitably underwrite our business, and may have a material impact on our business, financial condition or results of operations.

We measure our Health Plan Services segment profitability based on medical care ratio and pretax income. The medical care ratio is calculated as health plan services expense divided by health plan services premiums. The pretax income is calculated as health plan services premiums and administrative services fees and other income less health plan services expense and G&A and other net expenses. See “—Results of Operations—Table of Summary Financial Information” for a calculation of our medical care ratio (MCR) and “—Results of Operations—Health Plan Services Segment Results” for a calculation of our pretax income.

Health plan services premiums include HMO, POS and PPO premiums from employer groups and individuals and from Medicare recipients who have purchased supplemental benefit coverage, for which premiums are based on a predetermined prepaid fee, Medicaid revenues based on multi-year contracts to provide care to Medicaid recipients, and revenue under Medicare risk contracts, including Medicare Part D, to provide care to enrolled Medicare recipients. Medicare revenue can also include amounts for risk factor adjustments. The amount of premiums we earn, in a given year is driven by the rates we charge and the enrollment levels. Administrative services fees and other income primarily includes revenue for administrative services such as claims processing, customer service, medical management, provider network access and other administrative

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services. Health plan services expense includes medical and related costs for health services provided to our members, including physician services, hospital and related professional services, outpatient care, and pharmacy benefit costs. These expenses are impacted by unit costs and utilization rates. Unit costs represent the health care cost per visit, and the utilization rates represent the volume of health care consumption by our members.

General and administrative expenses include those costs related to employees and benefits, consulting and professional fees, marketing, premium taxes and assessments and occupancy costs. Such costs are driven by membership levels, introduction of new products, system consolidations and compliance requirements for changing regulations. These expenses also include expenses associated with corporate shared services and other costs to reflect the fact that such expenses are incurred primarily to support our Health Plan Services segment. Selling expenses consist of external broker commission expenses and generally vary with premium volume.

We measure our Government Contracts segment profitability based on government contracts cost ratio and pretax income. The government contracts cost ratio is calculated as government contracts cost divided by government contracts revenue. The pretax income is calculated as government contracts revenue less government contracts cost. See “—Results of Operations—Table of Summary Financial Information” for a calculation of our government contracts cost ratio and “—Results of Operations—Government Contracts Segment Results” for a calculation of our pretax income.

Government Contracts revenue is made up of two major components: health care and administrative services. The health care component includes revenue recorded for health care costs for the provision of services to our members, including paid claims and estimated IBNR expenses for which we are at risk, and underwriting fees earned for providing the health care and assuming underwriting risk in the delivery of care. The administrative services component encompasses fees received for all other services provided to both the government customer and to beneficiaries, including services such as medical management, claims processing, enrollment, customer services and other services unique to the managed care support contract with the government.

Reclassification of Administrative Services Fee Revenue

Effective in the third quarter ended September 30, 2006, we have reported certain revenues, primarily consisting of revenues from our administrative services only (ASO) business and other like businesses, in a separate line item titled administrative services fees and other income in our consolidated statements of operations. Historically, ASO and related revenue amounts were reported as part of health plan services premiums. In recent periods, these revenues have increased to a level at which we believe that reporting them in a separate line item provides useful insight on our operations. All affected prior period financial information reflects this reclassification.

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RESULTS OF OPERATIONS

Table of Summary Financial Information

The table below and the discussion that follows summarize our results of operations for the three and nine months ended September 30, 2006 and 2005.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	(Dollars in thousands, except PMPM and per share data)
REVENUES
Health plan services premiums	$	2,622,065		$	2,386,332		$	7,745,518		$	7,152,142
Government contracts		560,540			639,626			1,791,994			1,746,992
Net investment income		33,198			19,536			82,813			52,512
Administrative services fees and other income		31,622			13,279			79,852			38,729
Total revenues		3,247,425			3,058,773			9,700,177			8,990,375
EXPENSES
Health plan services		2,179,161			2,000,661			6,473,514			6,060,708
Government contracts		526,581			614,794			1,694,613			1,675,453
General and administrative		294,052			241,847			879,939			690,797
Selling		62,853			55,000			179,094			168,355
Depreciation		5,627			4,007			15,340			26,030
Amortization		1,092			861			2,958			2,583
Interest		15,411			11,789			41,086			32,941
Debt refinancing charge		70,095			—			70,095			—
Litigation and severance and related benefit costs		—			—			—			83,279
Total expenses		3,154,872			2,928,959			9,356,639			8,740,146
Income from operations before income taxes		92,553			129,814			343,538			250,229
Income tax provision		1,651			51,609			99,010			97,113
Net income	$	90,902		$	78,205		$	244,528		$	153,116
Net income per share:
Basic	$	0.78		$	0.69		$	2.12		$	1.36
Diluted	$	0.76		$	0.67		$	2.06		$	1.33
Pretax margin		2.9	%		4.2	%		3.5	%		2.8	%
Health plan services medical care ratio (MCR)		83.1	%		83.8	%		83.6	%		84.7	%
Government contracts cost ratio		93.9	%		96.1	%		94.6	%		95.9	%
Administrative ratio (a)		11.3	%		10.2	%		11.4	%		10.0	%
Selling costs ratio (b)		2.4	%		2.3	%		2.3	%		2.4	%
Health plan services premiums per member per month (PMPM) (c)	$	244.49		$	238.92		$	243.66		$	234.48
Health plan services costs PMPM (c)	$	203.19		$	200.31		$	203.64		$	198.70

(a) The administrative ratio is computed as the sum of general and administrative (G&A) and depreciation expenses divided by the sum of health plan services premiums and administrative services fees and other income.

(b) The selling costs ratio is computed as selling expenses divided by health plan services premium revenues.

(c) PMPM is calculated based on total at-risk member months and excludes administrative services only (ASO) member months.

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Summary of Operating Results

Highlights from our overall operating performance in the three and nine months ended September 30, 2006 are as follows:

• Pretax margin decreased to 2.9% for the three months ended September 30, 2006 from 4.2% for the same period in 2005 due to the impact of the debt refinancing charge, and pretax margin improved to 3.5% for the nine months ended September 30, 2006, compared to 2.8% for the same period in 2005;

• MCR improved to 83.1% and 83.6% in the three and nine months ended September 30, 2006, respectively, from 83.8% and 84.7%, respectively, in the same periods in 2005, partly due to moderating cost trends;

• TRICARE performance improved as the pretax income contribution from our Government Contracts segment increased by 37.1% and 36.2% for the three and nine months ended September 30, 2006, respectively, compared to the same periods in 2005;

• Enrollment growth of 7.4% at September 30, 2006 from September 30, 2005, primarily from new members in our Medicare Part D prescription drug benefit plans; and

• Administrative ratio increased to 11.3% and 11.4% for the three and nine months ended September 30, 2006, respectively, from 10.2% and 10.0%, respectively, for the same periods in 2005 reflecting our increased spending on new products and marketing to support the new sales effort.

Consolidated Segment Results

The following table summarizes the operating results of our reportable segments for the three and nine months ended September 30, 2006 and 2005:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2006			2005		2006			2005
	(Dollars in millions)
Pretax income:
Health plan services segment	$	128.7		$	105.0	$	316.2		$	262.0
Government Contracts segment		34.0			24.8		97.4			71.5
Total segment pretax income	$	162.7		$	129.8	$	413.6		$	333.5
Debt refinancing charge		(70.1	)		—		(70.1	)		—
Litigation and severance and related benefit costs		—			—		—			(83.3	)
Income from operations before income taxes as reported	$	92.6		$	129.8	$	343.5		$	250.2

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Health Plan Services Segment Membership

The following table below summarizes our health plan membership information by program and by state at September 30, 2006 and 2005:

	Commercial		ASO		Medicare Risk		Medicaid		Health Plans Total
	2006	2005	2006	2005	2006	2005	2006	2005	2006	2005
	(Membership in thousands)
Arizona	120	119	—	—	34	31	—	—	154	150
California	1,472	1,478	6	7	104	94	717	703	2,299	2,282
Connecticut	185	209	68	69	33	26	83	90	369	394
New Jersey	101	145	19	18	—	—	47	40	167	203
New York	217	218	17	21	7	6	—	—	241	245
Oregon	136	138	—	—	19	15	—	—	155	153
	2,231	2,307	110	115	197	172	847	833	3,385	3,427
Medicare PDP Stand-alone (effective January 1, 2006)	—	—	—	—	294	—	—	—	294	—
Total	2,231	2,307	110	115	491	172	847	833	3,679	3,427

Our total health plan membership increased by 7.4% to 3.7 million members at September 30, 2006 from 3.4 million members at September 30, 2005. The increase was driven by the addition of 294,000 Medicare Part D members and 99,000 members from the Universal Care transaction completed on March 31, 2006, partially offset by declines in our small group and individual enrollment of 8,000 members, or 1.2%, and large group enrollment of 68,000 members, or 4.2%, from September 30, 2005 to September 30, 2006.

Membership in our commercial health plans decreased by 3.3% at September 30, 2006 compared to September 30, 2005. This decrease was primarily attributable to the continued impact of premium pricing increases. The enrollment decline was primarily seen in our California and Northeast plans which had lapse rates of approximately 15% and 23%, respectively. The decline in California enrollment was seen in the large group market and was partially offset by the addition of 65,000 new commercial members from the Universal Care transaction. Our New Jersey plan experienced a net decline of 26,000 members in the small group market and a net decline of 17,000 members in the large group market.

Membership in our Medicare Risk program, excluding members under Medicare Part D, increased by 25,000 members at September 30, 2006 compared to September 30, 2005, due to membership growth primarily in California of 10,000 members and Connecticut of 7,000 members. Under Medicare Part D, which became effective on January 1, 2006, we added 294,000 members.

We participate in state Medicaid programs in California, Connecticut and New Jersey. California membership (including members acquired in the Universal Care transaction), where the program is known as Medi-Cal, comprised 84.7% and 84.4% of our Medicaid membership at September 30, 2006 and 2005, respectively. Membership in our Medicaid programs increased by 14,000 members at September 30, 2006 compared to September 30, 2005 and the increase was primarily due to the Universal Care transaction.

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Health Plan Services Segment Results

The following table summarizes the operating results for our health plan services segment for the three and nine months ended September 30, 2006 and 2005:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	(Dollars in millions, except PMPM data)
Health plan services segment:
Health plan services premiums	$	2,622.1		$	2,386.3		$	7,745.5		$	7,152.1
Health plan services expenses		(2,179.2	)		(2,000.7	)		(6,473.5	)		(6,060.7	)
Gross margin		442.9			385.6			1,272.0			1,091.4
Net investment income		33.2			19.5			82.8			52.5
Administrative services fees and other income		31.6			13.3			79.8			38.7
G&A		(294.0	)		(241.8	)		(879.9	)		(690.8	)
Selling		(62.9	)		(55.0	)		(179.1	)		(168.3	)
Amortization and depreciation		(6.7	)		(4.8	)		(18.3	)		(28.6	)
Interest		(15.4	)		(11.8	)		(41.1	)		(32.9	)
Pretax income	$	128.7		$	105.0		$	316.2		$	262.0
MCR		83.1	%		83.8	%		83.6	%		84.7	%
Health plan services premium PMPM	$	244.49		$	238.92		$	243.66		$	234.48
Health care cost PMPM	$	203.19		$	200.31		$	203.64		$	198.70
Administrative ratio		11.3	%		10.2	%		11.4	%		10.0	%

Health Plan Services Premiums

Total health plan services premiums increased by $235.8 million, or 9.9%, for the three months ended September 30, 2006 and by $593.4 million, or 8.3%, for the nine months ended September 30, 2006 as compared to the same periods in 2005 as shown in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
	(Dollars in millions)
Commercial premium revenue	$	1,751.6	$	1,700.3	$	5,147.0	$	5,126.1
Medicare Risk premium revenue		577.9		404.8		1,733.8		1,183.5
Medicaid premium revenue		292.6		281.2		864.7		842.5
Total Health plan services premiums	$	2,622.1	$	2,386.3	$	7,745.5	$	7,152.1

Commercial premium revenues increased by $51.3 million, or 3.0%, for the three months ended September 30, 2006 and by $20.9 million, or 0.4%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. These increases were attributable to our ongoing pricing discipline and approximately $43 million and $89 million of premiums from our Universal Care transaction for the three and nine months ended September 30, 2006, respectively. Our commercial premium PMPM increased by an average of 7.2% and 8.0% during the three and nine months ended September 30, 2006, respectively, as compared to the same periods in 2005.

Medicare Risk premiums increased by $173.1 million, or 42.8%, for the three months ended September 30, 2006 and by $550.3 million, or 46.5%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. This increase is primarily due to the premiums paid to us by the CMS for the members participating in the new Medicare Part D prescription drug program effective January 1, 2006 and favorable Medicare risk factor adjustments in our Arizona, California, Connecticut, Oregon and New York plans totaling

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$30.4 million for the 2006 payment year which was recognized in the three months ended September 30, 2006 and $80.0 million for the 2004, 2005 and 2006 payment years which were recognized in the nine months ended September 30, 2006 (see “—Health Plan Services Costs” for detail regarding the increase in capitation expense related to the retroactive Medicare rate adjustment). Approximately $31.4 million of these adjustments represented the impact of the 2005 payment year for the nine months ended September 30, 2006, respectively.

Medicaid premiums increased by $11.4 million, or 4.1%, for the three months ended September 30, 2006 and by $22.2 million, or 2.6%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increase is driven by the addition of one new county in California.

Health Plan Services Costs

Health plan services costs increased by $178.5 million, or 8.9%, for the three months ended September 30, 2006 and by $412.8 million, or 6.8%, for the nine months ended September 30, 2006 as compared to the same periods in 2005, as shown in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
	(Dollars in millions)
Commercial health care costs	$	1,457.3	$	1,404.5	$	4,298.0	$	4,311.0
Medicare Risk health care costs		480.5		363.7		1,465.2		1,058.0
Medicaid health care costs		236.8		232.5		699.8		691.7
Behavioral health contract costs effective 1/1/2006		4.6		—		10.5		—
Total Health plan services health care costs	$	2,179.2	$	2,000.7	$	6,473.5	$	6,060.7

Our health plan services MCRs by line of business are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006		2005
Commercial	83.2	%	82.6	%	83.5	%	84.1	%
Medicare Risk	83.1	%	89.8	%	84.5	%	89.4	%
Medicaid	80.9	%	82.7	%	80.9	%	82.1	%
Total	83.1	%	83.8	%	83.6	%	84.7	%

Commercial health care costs increased by $52.8 million, or 3.8%, for the three months ended September 30, 2006 and decreased by $13.0 million, or 0.3%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increase for the three-month period is partially due to the addition of 65,000 commercial members from the Universal Care transaction effective March 31, 2006 and increase in utilization. Commercial bed days increased by approximately 1.9% for the three months ended September 30, 2006 compared with the same period in 2005. The decrease for the nine-month period is primarily attributable to membership losses. Our commercial MCR for the nine months ended September 30, 2006, also decreased, driven primarily by cost reductions from more favorable provider contracts and continued overall moderating commercial cost trends. The increase in the commercial health care cost trend on a PMPM basis was 8.0% for the three months ended September 30, 2006 and 7.2% for the nine months ended September 30, 2006 over the same periods in 2005. Physician and hospital costs rose about 5.8% and 8.8%, respectively and pharmacy costs rose about 5.1% on a PMPM basis for the nine months ended September 30, 2006 over the same period in 2005.

Medicare Risk health care costs increased by $116.8 million, or 32.1%, for the three months ended September 30, 2006 and by $407.2 million, or 38.5%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. Medicare Risk health care costs increased as a result of an increase in

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pharmacy costs due to Medicare Part D coverage and an increase in membership and increased capitation expense from Medicare risk factor adjustments totaling $6.9 million for the 2006 payment year which was recognized in the three months ended September 30, 2006 and $27.8 million for the 2004, 2005 and 2006 payment years which were recognized in the nine months ended September 30, 2006 (see “—Health Plan Services Premiums” for detail regarding the increase in premium revenue related to the retroactive Medicare rate adjustment). Approximately $12.8 million of these adjustments represented the impact of the 2005 payment year for the nine months ended September 30, 2006, respectively. Medicare Risk MCR decreased in the three and nine months ended September 30, 2006 due to an increase in revenue driven by enrollment increases and net revenue from Medicare risk factor adjustments.

Medicaid health care costs increased by $4.3 million, or 1.8%, for the three months ended September 30, 2006 and by $8.1 million, or 1.2%, for the nine months ended September 30, 2006 as compared to the same periods in 2005, due primarily to an increase in enrollment. The decrease in the Medicaid health care cost PMPM was 0.3% for the three months ended September 30, 2006 and 0.4% for the nine months ended September 30, 2006 over the same periods in 2005. The Medicaid MCR decreased for the three and nine months ended September 30, 2006 when compared to the same periods in 2005, primarily driven by lower physician costs.

Administrative Services Fees and Other Income

Administrative services fees and other income increased by $18.3 million, or 138%, for the three months ended September 30, 2006 and by $41.1 million, or 106%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increases are primarily due to a new behavioral health contract. In January 2006, MHN Government Services was formed in order to provide behavioral health counseling services to the Department of Defense for military personnel in the U.S. and abroad. This contract performs as a sub-contract that supports a prime contract held by third party issued directly by the Department of Defense; accordingly, the recipients of these services are not included in our membership. These services are provided both by MHN employees and sub-contractors with other service providers.

Net Investment Income

Net investment income increased by $13.7 million, or 69.9%, for the three months ended September 30, 2006 and by $30.3 million, or 57.7%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increases are primarily due to higher interest rates and higher invested assets related to the U.S. Treasury securities portfolio that we established to fund the redemption of our Senior Notes from which we recognized investment gains and interest income of approximately $6 million and $3 million, respectively, in the nine months ended September 30, 2006.

General, Administrative and Other Costs

G&A costs increased by $52.2 million, or 21.6%, for the three months ended September 30, 2006 and by $189.1 million, or 27.4%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. Our administrative ratio (G&A and depreciation expenses as a percentage of health plan services premiums and administrative services fees and other income) increased to 11.3% and 11.4% for the three and nine months ended September 30, 2006, respectively, from 10.2% and 10.0%, respectively, for the same periods in 2005. The increases are primarily due to our increased spending for our Medicare expansion plans, an increase in marketing activities for new product development, the addition of the members from the Universal Care transaction, new business bid costs and recognition of stock option expense as a result of adopting SFAS No. 123(R). See Note 2 to the consolidated financial statements for further information on the impact of SFAS No. 123(R).

The selling costs ratio (selling costs as a percentage of health plan services premiums) increased to 2.4% from 2.3% for the three months ended September 30, 2006 and September 30, 2005, respectively, and decreased to 2.3% from 2.4% for the nine months ended September 30, 2006 and September 30, 2005, respectively. The

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increase for the three-month period is primarily due to higher broker commissions. The decrease for the nine-month period is primarily due to a decline in our small group and individual membership, which have higher commission cost structures.

Amortization and depreciation expense increased by $1.9 million for the three months ended September 30, 2006 and decreased by $10.3 million for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increase for the three-month period is primarily due to the addition of new assets placed in production related to various information technology system projects. The decrease for the nine-month period is primarily due to the sale of assets under the sale-leaseback transaction completed in June 2005.

Interest expense increased by $3.6 million, or 30.5%, for the three months ended September 30, 2006 and by $8.2 million, or 24.9%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The increases are primarily due to interest on the term and bridge loans we entered into in June 2006 and an increase in the variable rate interest we paid on the swap contracts that hedged against interest rate risk associated with our Senior Notes, offset in part by a decrease in interest on the Senior Notes, which were redeemed on August 14, 2006. See “—Debt Refinancing” below.

Government Contracts Segment Membership

Under our TRICARE contract for the North Region, we provided health care services to approximately 2.9 million and 3.0 million eligible beneficiaries in the Military Health System (MHS) as of September 30, 2006 and September 30, 2005, respectively. Included in the 2.9 million eligibles as of September 30, 2006 were 1.8 million TRICARE eligibles for whom we provide health care and administrative services and 1.1 million other MHS-eligible beneficiaries for whom we provide administrative services only. As of September 30, 2006, there were approximately 1.4 million TRICARE eligibles enrolled in TRICARE Prime under our North Region contract.

In addition to the 2.9 million eligible beneficiaries that we service under the TRICARE contract for the North Region, we administer 15 contracts with the U.S. Department of Veterans Affairs to manage community based outpatient clinics in 11 states covering approximately 43,000 enrollees.

Government Contracts Segment Results

The following table summarizes the operating results for Government Contracts for the three and nine months ended September 30, 2006 and 2005:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	(Dollars in millions)
Government Contracts segment:
Revenues	$	560.5		$	639.6		$	1,792.0		$	1,747.0
Government contracts costs		526.5			614.8			1,694.6			1,675.5
Pretax income	$	34.0		$	24.8		$	97.4		$	71.5
Government Contracts Ratio		93.9	%		96.1	%		94.6	%		95.9	%

Government Contracts Revenues

Government Contracts revenues decreased by $79.1 million, or 12.4%, for the three months ended September 30, 2006, and increased by $45.0 million, or 2.6%, for the nine months ended September 30, 2006 as compared to the same periods in 2005. The decrease in Government Contracts revenues for the three-month period is primarily due to lower health care cost trends which have reduced our revenue estimates for all three option periods of the contract. The increase for the nine-month period is primarily due to higher health care prices and costs in the current option period as compared to the prior option period.

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Government Contracts Costs

Government Contracts costs decreased by $88.3 million, or 14.4%, for the three months ended September 30, 2006 as compared to the same period in 2005 and increased by $19.1 million, or 1.1%, for the nine months ended September 30, 2006, as compared to the same period in 2005. The decrease for the three-month period is primarily due to lower health care cost trends which have reduced our estimates for all option periods of the contract. The increase for the nine-month period is primarily due to higher health care costs in the current option period as compared to the prior option period.

The Government Contracts ratio decreased by 220 basis points for the three months ended September 30, 2006 and by 130 basis points for the nine months ended September 30, 2006 as compared to the same periods in 2005, primarily due to improved health care performance in each successive option period of the TRICARE contract for the North Region particularly the Option 3 period which began on April 1, 2006.

Debt Refinancing

On June 23, 2006, we began a series of transactions for the purpose of refinancing our Senior Notes. In connection with the refinancing, we incurred $70.1 million in costs, including a $51.0 million redemption premium with respect to our Senior Notes, $11.1 million for the settlement of the four Swap Contracts and $8.0 million for professional fees and other expenses related to such refinancing. The Senior Notes were redeemed on August 14, 2006. As of September 30, 2006, we have paid $65.0 million, funded by financing activities, related to the costs incurred. See Note 8 to our consolidated financial statements for additional information on our refinancing activities.

Litigation and Severance and Related Benefit Costs

AmCareco Litigation. On June 30, 2005, a jury in Louisiana state court returned a $117 million verdict against us in a lawsuit arising from the 1999 sale of three health plan subsidiaries of the Company. On August 2, 2005, the Court entered final judgment on the jury’s verdict in the AmCare-TX matter. In its final judgment, the Court, among other things, reduced the compensatory damage award to $44.5 million (which is 85% of the jury’s $52.4 million compensatory damage award) and rejected the AmCare-TX receiver’s demand for a trebling of the compensatory damages. The judgment also included the award of $65 million in punitive damages. During the three months ended June 30, 2005, we recorded a pretax charge of $15.9 million representing total estimated legal defense costs related to this litigation. As of September 30, 2006, no modifications have been made to the original estimated cost. See Note 9 to our consolidated financial statements for additional information on this litigation.

Class Action Settlement. On May 3, 2005, we announced that we signed a settlement agreement with the representatives of approximately 900,000 physicians and state and other medical societies settling the lead physician provider track action in the multidistrict class action lawsuit. During the three months ended March 31, 2005, we recorded a pretax charge in our consolidated statement of operations of $65.6 million to account for the settlement agreement, legal expenses and other expenses related to the physician class action litigation. On July 6, 2006, we paid the general settlement and plaintiffs’ legal fees, including interest, of $61.9 million funded by cash flows from operations. The payment had no material impact to our results of operations for the nine months ended September 30, 2006, as the cost had been fully accrued in the prior year. See Note 9 to our consolidated financial statements for additional information regarding the physician class action lawsuit.

Severance and Related Benefit Costs. In order to enhance efficiency and reduce administrative costs, we commenced, in 2004, an involuntary workforce reduction of approximately 500 positions, which included reductions resulting from an intensified performance review process, throughout many of our functional groups and divisions, most notably in the Northeast. The workforce reduction was substantially completed by June 30, 2005 and all of the $25.3 million of severance and related benefit costs recorded in 2004 had been paid out by December 31, 2005. We used available cash from operations to fund these payments. See Note 5 to the consolidated financial statements for additional information regarding severance and related benefit costs.

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Income Tax Provision

Our income tax expense and the effective income tax rate for the three and nine months ended September 30, 2006 and 2005 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006		2005
	(Dollars in millions)
Income tax expense	$	1.7		$	51.6		99.0		$	97.1
Effective income tax rate (1)		1.8	%		39.8	%	28.8	%		38.8	%

(1) The effective income tax rate differs from the statutory federal tax rate of 35.0% in each period due primarily to state income taxes, tax-exempt investment income and business divestitures. The effective rate for the three months and nine months ended September 30, 2006, is lower compared to the same periods in 2005 due primarily to a $32 million tax benefit realized from the sale of a subsidiary in the third quarter of 2006.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We believe that cash flow from operating activities, existing working capital, lines of credit and cash reserves are adequate to allow us to fund existing obligations, introduce new products and services, and continue to develop health care-related businesses. We regularly evaluate cash requirements for current operations and commitments, and for capital acquisitions and other strategic transactions. We may elect to raise additional funds for these purposes, either through issuance of debt or equity, the sale of investment securities or otherwise, as appropriate.

Our cash flow from operating activities is impacted by, among other things, the timing of collections on our amounts receivable from our TRICARE contract for the North Region. Health care receivables related to TRICARE are best estimates of payments that are ultimately collectible or payable. The timing of collection of such receivables is impacted by government audit and negotiation and can extend for periods beyond a year. Amounts receivable under government contracts were $130.3 million and $122.8 million as of September 30, 2006 and December 31, 2005, respectively.

On June 23, 2006, we began a series of transactions for the purpose of refinancing our Senior Notes. In connection with the refinancing, we made $465 million in cash payments in the three months ended September 30, 2006. We also recognized an investment gain and investment interest income of approximately $6 million and $3 million respectively from the liquidation of the U.S. Treasury securities portfolio that we established to fund the redemption of our Senior Notes in the nine months ended September 30, 2006.

Operating Cash Flows

Our operating cash flows for the nine months ended September 30, 2006 compared to the same period in 2005 are as follows:

	September 30, 2006		September 30, 2005		Change 2006 over 2005
	(Dollars in millions)
Net cash provided by operating activities	$	128.7	$	259.2	$	(130.5	)

Net cash from operating activities decreased primarily due to one less prepayment received from CMS and a physician litigation settlement payment, partially offset by provider dispute payments made in 2005.

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Investing Activities

Our cash flow from investing activities is primarily impacted by the sales, maturities and purchases of our available-for-sale investment securities and restricted investments. Our investment objective is to maintain safety and preservation of principal by investing in high quality, investment grade securities while maintaining liquidity in each portfolio sufficient to meet our cash flow requirements and attaining the highest total return on invested funds.

Our cash flows from investing activities for the nine months ended September 30, 2006 compared to the same period in 2005 are as follows:

	September 30, 2006			September 30, 2005			Change 2006 over 2005
	(Dollars in millions)
Net cash used in investing activities	$	(139.8	)	$	(18.3	)	$	(121.5	)

Net cash used in investing activities increased due primarily to $74 million cash paid for the purchase of Universal Care business and a reduction of cash proceeds received from the sale of certain fixed assets of $79 million in June 2005.

We completed the acquisition of certain health plan businesses of Universal Care, Inc., a California-based health care company, effective March 31, 2006 and paid $74 million. See Note 6 to consolidated financial statements for additional information.

On June 30, 2005, we entered into an agreement in which we sold certain of our non-real estate fixed assets to an independent third party for a net cash proceeds of $79 million and simultaneously leased such assets from an independent third party under an operating lease for an initial term of three years. The net proceeds were used to increase the capital level of our California health plan. Payments under the Lease Agreement are $2.8 million per quarter, plus interest, payable in arrears. See Note 6 to consolidated financial statements for additional information.

Financing Activities

Our cash flows from financing activities for the nine months ended September 30, 2006 compared to the same period in 2005 are as follows:

	September 30, 2006		September 30, 2005		Change 2006 over 2005
	(Dollars in millions)
Net cash provided by financing activities	$	93.9	$	64.8	$	29.1

Net cash provided by financing activities increased due to $497 million received under the Bridge Loan Agreement and Term Loan Credit Agreement, net of expenses, related to our debt refinancing (see Note 8 to consolidated financial statements for additional information on our refinancing activities), partially offset by $465 million paid to redeem our Senior Notes on August 14, 2006.

The $200 million in borrowings outstanding as of September 30, 2006 under the Bridge Loan Agreement have a final maturity date of March 22, 2007. We are considering alternative financing options, including borrowings under our revolving credit facility and/or potential structured financing arrangements, to repay the amounts outstanding under the Bridge Loan Agreement on or prior to maturity.

Capital Structure

Stock Repurchase Program. In September 2004, we placed our stock repurchase program on hold, primarily as a result of Moody’s and S&P having downgraded our non-credit-enhanced, senior unsecured long-term debt rating to below investment grade. Our Board of Directors had previously authorized us to repurchase

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up to $450 million (plus exercise proceeds and tax benefits from the exercise of employee stock options) of our common stock under the stock repurchase program. After giving effect to realized exercise proceeds and tax benefits from the exercise of employee stock options, our cumulative total authority from the commencement of our stock repurchase program in 2002 to September 30, 2006 is estimated at $752 million. As of September 30, 2006, we had repurchased an aggregate of 19,978,655 shares of our common stock under our stock repurchase program at an average price of $26.86 for aggregate consideration of approximately $537 million. We used net free cash available to the Company to fund the share repurchases. The remaining authorization under our stock repurchase program as of September 30, 2006 was $215 million after taking into account exercise proceeds and tax benefits from the exercise of employee stock options. On October 14, 2006, the Board of Directors authorized the Company to resume repurchases of its common stock under this existing stock repurchase program. The Board of Directors also increased the size of the stock repurchase program by $235 million. As a result, the Company is currently authorized under the stock repurchase program to acquire shares of its common stock in an aggregate amount of up to $450 million. The current authorization does not include exercise proceeds and tax benefits from exercises of employee stock options after September 30, 2006. We may repurchase shares of our common stock under the stock repurchase program from time to time in open market transactions, privately negotiated transactions, or through accelerated share repurchase programs, or by any combination of such methods. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors, including our stock price, corporate and regulatory requirements, restrictions under our debt obligations, and other market and economic conditions. Our stock repurchase program does not have an expiration date. The stock repurchase program may be suspended or discontinued at any time. As of September 30, 2006, we have not terminated any repurchase program prior to its expiration date.

Senior Notes. On August 14, 2006, we redeemed $400 million in aggregate principal amount of our 8.375% senior notes due 2011. The Senior Notes were issued pursuant to an indenture (the Senior Notes Indenture) dated as of April 12, 2001 between us and U.S. Bank Trust National Association, as Trustee (the Trustee). On June 23, 2006, we entered into a First Supplemental Indenture (the Supplemental Indenture), which amended and supplemented the Senior Notes. The Supplemental Indenture, among other things, authorized the Trustee to enter into a Security and Control Agreement by and among us and the Trustee for the registered holders of our Senior Notes, and U.S. Bank National Association, as securities intermediary, for the purpose of securing and facilitating the redemption of our Senior Notes (the terms of which are more fully described below).

The Senior Notes were redeemable, at our option, at a price equal to the greater of:

• 100% of the principal amount of the Senior Notes to be redeemed; and

• the sum of the present values of the remaining scheduled payments on the Senior Notes to be redeemed consisting of principal and interest, exclusive of interest accrued to the date of redemption, at the rate in effect on the date of calculation of the redemption price, discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable yield to maturity (as specified in the Senior Notes Indenture) plus 40 basis points plus, in each case, accrued interest to the date of redemption.

The interest rate payable on our Senior Notes was dependent on whether the Moody’s or S&P credit rating applicable to the Senior Notes was below investment grade (as defined in the Senior Notes Indenture). On September 8, 2004, Moody’s announced that it had downgraded our senior unsecured debt rating from Baa3 to Ba1, which triggered an adjustment to the interest rate payable by us on our Senior Notes. As a result of the Moody’s downgrade, effective September 8, 2004, the interest rate on the Senior Notes increased from the original rate of 8.375% per annum to an adjusted rate of 9.875% per annum, resulting in an increase in our interest expense of $6 million on an annual basis. On November 2, 2004, S&P announced that it had downgraded our senior unsecured debt rating from BBB- to BB+, and on March 1, 2005 S&P further downgraded our senior unsecured debt rating from BB+ to BB. On May 16, 2005, Moody’s further downgraded our senior unsecured debt rating from Ba1 to Ba2. The adjusted interest rate of 9.875% per annum remained in effect for so long as the Moody’s rating on our Senior Notes remained below Baa3 (or the equivalent) or the S&P rating on our Senior Notes remained below BBB- (or the equivalent).

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In the second quarter of 2006, we began a series of transactions for the purpose of refinancing our Senior Notes. On June 23, 2006, we borrowed $200 million under the Bridge Loan Agreement and $300 million under the Term Loan Agreement. See “—Bridge Loan Agreement” and “—Term Loan Agreement,” below. We used the net proceeds from these borrowings to purchase approximately $500 million in U.S. Treasury securities that we pledged (the Pledged Securities) as collateral to secure the Senior Notes. The Pledged Securities, originally purchased for $497 million, together with approximately $9 million in investment gains and interest income earned thereon, represented funds in the aggregate amount of approximately $506 million at August 14, 2006, the date of redemption of the Senior Notes. These funds were sufficient to redeem the Senior Notes for approximately $451 million, including a redemption premium of approximately $51 million, and to pay the accrued interest on the Senior Notes to the redemption date in the aggregate amount of $12 million. A portion of the remaining $43 million provided by the sale of the Pledged Securities was used to cover $11.1 million in costs for the termination and settlement of our Swap Contracts and to pay approximately $3 million of professional fees and other expenses related to the refinancing of the Senior Notes. The remaining $29 million of the proceeds from the sale of the Pledged Securities was returned to the Company’s general operating fund to be used for general working capital purposes.

As a result of our pledge of the Pledged Securities to secure the Senior Notes, Moody’s and S&P upgraded their ratings on the Senior Notes to investment grade (Baa1 and BBB, respectively) effective June 28, 2006 because the Senior Notes were effectively secured. The increase in the ratings on the Senior Notes caused the interest rate on the Senior Notes to decrease from 9.875% to 8.375% pursuant to the terms of the Senior Notes Indenture. On June 30, 2006, we issued a notice to redeem all of the outstanding Senior Notes, and we completed the redemption on August 14, 2006. Semi-annual interest was payable on the Senior Notes on April 15 and October 15 of each year. In connection with the redemption of the Senior Notes, we made a final interest payment, representing accrued interest on the Senior Notes from the last interest payment date to the date of the redemption.

On September 26, 2006, we terminated the Swap Contracts that we had maintained as a part of our hedging strategy to manage certain exposures related to the effect of changes in interest rates on our Senior Notes. See “Quantitative and Qualitative Disclosures About Market Risk” and Note 8 to our consolidated financial statements for additional information regarding the Swap Contracts.

We incurred a total of $70.1 million in costs associated with the refinancing of the Senior Notes, consisting of the $51.0 million redemption premium, the $8.0 million of professional fees and expenses and the $11.1 million of costs incurred in the termination and settlement of our Swap Contracts, which we recorded as a debt refinancing charge in our statement of operations for the three months ended September 30, 2006. See Notes 4 and 8 to our consolidated financial statements for additional information on the debt refinancing charge and Senior Note redemption.

Revolving Credit Facility. We have a $700 million revolving credit facility under a five-year revolving credit agreement with Bank of America, N.A., as a lender, and, as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto. As of September 30, 2006, no amounts were outstanding under our revolving credit facility.

Borrowings under our revolving credit facility may be used for general corporate purposes, including acquisitions, and to service our working capital needs. We must repay all borrowings, if any, under the revolving credit facility by June 30, 2009, unless the maturity date under the revolving credit facility is extended. Interest on any amount outstanding under the revolving credit facility is payable monthly at a rate per annum of (a) London Interbank Offered Rate (LIBOR) plus a margin ranging from 50 to 112.5 basis points or (b) the higher of (1) the Bank of America prime rate and (2) the federal funds rate plus 0.5%, plus a margin of up to 12.5 basis points. We have also incurred and will continue to incur customary fees in connection with the revolving credit facility. Our revolving credit facility contains customary representations and warranties and requires us to comply with certain covenants that impose restrictions on our operations, including financial covenants relating to a minimum borrower cash flow fixed charge coverage ratio (or, if our credit ratings meet specified criteria, a minimum consolidated fixed charge coverage ratio), a maximum consolidated leverage ratio and a minimum

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consolidated net worth, and a limitation on dividends and distributions. As of September 30, 2006, we were in compliance with all covenants under our revolving credit facility.

The revolving credit facility contains customary events of default subject to materiality and other qualifications and grace periods. The events of default include nonpayment of principal, interest, fees or other amounts under the applicable loan documents; failure to comply with specified covenants and agreements; any representation or warranty of ours in the applicable loan documents having been materially incorrect or misleading when made or deemed made; specified defaults by us or any of our subsidiaries under other indebtedness; specified bankruptcy and insolvency events; specified events involving the entry of judgments against us and/or our subsidiaries; non compliance by us or any of our subsidiaries under specified HMO or insurance regulations; specified events related to compliance with the Employee Retirement Income Security Act; actual or asserted invalidity of applicable loan documentation; and a change of control. Upon an event of a default under the revolving credit facility, the obligations under the revolving credit facility may be accelerated and the applicable interest rate increased.

We can obtain letters of credit in an aggregate amount of $300 million under our revolving credit facility. The maximum amount available for borrowing under our revolving credit facility is reduced by the dollar amount of any outstanding letters of credit. As of September 30, 2006, we had an aggregate of $90.1 million in letters of credit issued pursuant to the revolving credit facility primarily to secure surety bonds issued in connection with litigation. We also have secured letters of credit for $14.9 million to guarantee workers’ compensation claim payments to certain external third-party insurance companies in the event that we do not pay our portion of the workers’ compensation claims and $0.2 million as a guarantee for expenses of the Health Net-sponsored pro cycling team. In addition, we secured a letter of credit effective January 1, 2006 in the amount of $10.0 million to cover risk of insolvency for the State of Arizona. As a result of the issuance of these letters of credit, the maximum amount available for borrowing under the revolving credit facility is $584.8 million as of September 30, 2006. No amounts have been drawn on any of these letters of credit.

As of September 30, 2006, as a result of our non-credit-enhanced, senior unsecured long-term debt rating not being at or above BBB- by S&P, we are currently subject to a minimum borrower cash flow fixed charge coverage ratio rather than the minimum consolidated fixed charge coverage ratio and are subject to additional reporting requirements to the lenders under the revolving credit facility. Since the Company redeemed its Senior Notes, Moody’s no longer provides a debt rating for the Company. The minimum borrower cash flow fixed charge coverage ratio calculates fixed charges on a parent-company-only basis. In the event our non-credit-enhanced, senior unsecured long-term debt rating is upgraded to at least BBB- by S&P, our coverage ratio covenant will revert to the consolidated fixed charge coverage ratio. In addition, as a result of our non-credit-enhanced, senior unsecured long-term debt rating not being at or above BBB- by S&P, the revolving credit facility prohibits us from making dividends, distributions or redemptions in respect of our capital stock in excess of $75 million (plus proceeds received by us from the exercise of stock options held by employees, management or directors of the company and any tax benefit to us related to such exercise) in any consecutive four-quarter period, less other restricted payments made in such period, except that we may repurchase up to $500 million of our capital stock, subject to specified conditions contained in the revolving credit facility (including a maximum leverage ratio), without limitation as to the source of funds used to make the repurchases. See “—Recent Amendments,” below.

Bridge Loan Agreement. On June 23, 2006, we borrowed $200 million under the Bridge Loan Agreement with The Bank of Nova Scotia, as administrative agent and lender. As of September 30, 2006, $200 million in borrowings was outstanding under the Bridge Loan Agreement. We may voluntarily prepay amounts outstanding under the Bridge Loan Agreement, in whole or in part, at any time without penalty or premium (subject to certain customary breakage costs). The bridge loan is mandatorily prepayable only to the extent that loans made under the Bridge Loan Agreement exceed unutilized commitments under our revolving credit facility, which is described below. At our option, borrowings under the Bridge Loan Agreement generally may be designated and maintained as either base rate loans or eurodollar rate loans. Base rate loans generally bear interest at a rate per

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annum equal to the sum of (i) the higher of (a) the applicable prime commercial rate and (b) the Federal Funds Rate plus 0.5% and (ii) 0.5%. Eurodollar rate loans generally bear interest at a rate per annum equal to the sum of (i) the applicable eurodollar interest rate (LIBOR) and (ii) 1.5%. The interest rate on the bridge loan at September 30, 2006 was 6.95%. Borrowings under the Bridge Loan Agreement initially had a final maturity date of September 22, 2006. On September 21, 2006, we amended the Bridge Loan Agreement to, among other things, extend the final maturity date of borrowings under the Bridge Loan Agreement to March 22, 2007.

The Bridge Loan Agreement contains representations and warranties, affirmative and negative covenants and events of default substantially similar to those contained in our revolving credit facility. Upon an event of default under the Bridge Loan Agreement, the obligations under the Bridge Loan Agreement may be accelerated and the applicable interest rate increased. As of September 30, 2006, we were in compliance with all covenants under the Bridge Loan Agreement.

Term Loan Agreement. On June 23, 2006, we borrowed $300 million under the Term Loan Agreement with JP Morgan Chase Bank, N.A., as administrative agent and lender, Citicorp USA, Inc., as syndication agent and lender. As of September 30, 2006, $300 million in term loan borrowings was outstanding under the Term Loan Agreement. We may voluntarily prepay amounts outstanding under the Term Loan Agreement, in whole or in part, at any time without penalty or premium (subject to certain customary breakage costs). At our option, borrowings under the Term Loan Agreement generally may be designated and maintained as either base rate loans or eurodollar rate loans. Base rate loans generally bear interest at a rate per annum equal to the sum of (i) the higher of (a) the applicable prime commercial rate and (b) the Federal Funds Rate plus 0.5% and (ii) a margin that that is fixed within a range of 0 basis points to 50 basis points, depending on our debt rating by S&P and Moody’s. Eurodollar rate loans generally bear interest at a rate per annum equal to the sum of (i) the applicable eurodollar interest rate (LIBOR) and (ii) a margin that is fixed within a range of 62.5 basis points to 150 basis points, depending on our debt rating by S&P and Moody’s. As of September 30, 2006, the applicable margin was 1.50% over LIBOR, and the interest rate on the term loan borrowings was 6.87%. This interest rate is effective until December 27, 2006, at which time the interest rate will be reset for the next quarter. Borrowings under the Term Loan Agreement have a final maturity date of June 23, 2011.

The Term Loan Agreement contain representations and warranties, affirmative and negative covenants and events of default substantially similar to those contained in our revolving credit facility. Upon an event of a default under the Term Loan Agreement, the obligations under the Term Loan Agreement may be accelerated and the applicable interest rate increased. As of September 30, 2006, we were in compliance with all covenants under the Term Loan Agreement.

Recent Amendments. On November 6, 2006, we amended the revolving credit facility, the Bridge Loan Agreement and the Term Loan Agreement to allow for the repurchase of up to $500 million of our capital stock, subject to specified conditions contained in such agreements (including a maximum leverage ratio), without limitation as to the source of funds used to make the repurchases. Immediately prior to the November 6, 2006 amendments, the revolving credit facility, the Bridge Loan Agreement and the Term Loan Agreement would have allowed for repurchases of capital stock of up to $500 million only with proceeds from a financing transaction incurred specifically to fund stock repurchases, effectively limiting our share repurchases in any period of four consecutive quarters (in the absence of such a financing transaction) to no more than $75 million (plus proceeds received by us from the exercise of stock options held by employees, management or directors of the company and any tax benefit to us related to such exercise) less other restricted payments made in such period.

The amendment to the revolving credit facility was executed by us, Bank of America, N.A., as administrative agent, and various lenders thereunder; the amendment to the Bridge Loan Agreement was executed by us and The Bank of Nova Scotia, as administrative agent and lender; and the amendment to the Term Loan Agreement was executed by us, Citicorp USA, Inc., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent and lender. The agents and lenders under the revolving credit facility, the Bridge Loan Agreement and the Term Loan Agreement and their affiliates provided, and may in the future provide, other

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commercial banking and other financial services to us for which they have received, and may in the future receive, customary fees.

Statutory Capital Requirements

Certain of our subsidiaries must comply with minimum capital and surplus requirements under applicable state laws and regulations, and must have adequate reserves for claims. Management believes that as of September 30, 2006, all of our health plans and insurance subsidiaries met their respective regulatory requirements.

By law, regulation and governmental policy, our health plan and insurance subsidiaries, which we refer to as our regulated subsidiaries, are required to maintain minimum levels of statutory net worth. The minimum statutory net worth requirements differ by state and are generally based on balances established by statute, a percentage of annualized premium revenue, a percentage of annualized health care costs, or risk based capital (RBC) requirements. The RBC requirements are based on guidelines established by the National Association of Insurance Commissioners. The RBC formula, which calculates asset risk, underwriting risk, credit risk, business risk and other factors, generates the authorized control level (ACL), which represents the minimum amount of net worth believed to be required to support the regulated entity’s business. For states in which the RBC requirements have been adopted, the regulated entity typically must maintain the greater of the Company Action Level RBC, calculated as 200% of the ACL, or the minimum statutory net worth requirement calculated pursuant to pre-RBC guidelines. Because our regulated subsidiaries are also subject to their state regulators’ overall oversight authority, some of our subsidiaries are required to maintain minimum capital and surplus in excess of the RBC requirement, even though RBC has been adopted in their states of domicile. We generally manage our aggregate regulated subsidiary capital above 300% of ACL, although RBC standards are not yet applicable to all of our regulated subsidiaries. At September 30, 2006, we had sufficient capital to exceed this level. In addition to the foregoing requirements, our regulated subsidiaries are subject to restrictions on their ability to make dividend payments, loans and other transfers of cash or other assets to the parent company.

As necessary, we make contributions to and issue standby letters of credit on behalf of our subsidiaries to meet RBC or other statutory capital requirements under state laws and regulations. Health Net, Inc. did not make any capital contributions to its subsidiaries to meet RBC or other statutory capital requirements under state laws and regulations during the nine months ended September 30, 2006 or thereafter through November 7, 2006.

Legislation has been or may be enacted in certain states in which our subsidiaries operate imposing substantially increased minimum capital and/or statutory deposit requirements for HMOs in such states. Such statutory deposits may only be drawn upon under limited circumstances relating to the protection of policyholders.

As a result of the above requirements and other regulatory requirements, certain subsidiaries are subject to restrictions on their ability to make dividend payments, loans or other transfers of cash to their parent companies. Such restrictions, unless amended or waived, or unless regulatory approval is granted, limit the use of any cash generated by these subsidiaries to pay our obligations. The maximum amount of dividends, that can be paid by our insurance company subsidiaries without prior approval of the applicable state insurance departments, is subject to restrictions relating to statutory surplus, statutory income and unassigned surplus.

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CONTRACTUAL OBLIGATIONS

Pursuant to Item 303(a)(5) of Regulation S-K, we identified our known contractual obligations as of December 31, 2005 in our Annual Report on Form 10-K for the year ended December 31, 2005. Those contractual obligations include long and short-term debt, operating leases and other purchase obligations. We do not have significant changes to our contractual obligations as previously disclosed in our Annual Report on Form 10-K, except those items related to our Term and Bridge loans as further described in Note 8 to the consolidated financial statements, which are as follows:

	After September 30, 2006		2007		2008		2009		2010		Thereafter		Total
	(Amounts in millions)
Variable-rate borrowings:
Principal	$	—	$	200.0	$	—	$	—	$	—	$	300.0	$	500.0
Interest		5.2		27.0		19.9		20.0		20.2		9.8		102.1
Cash outflow on variable-rate borrowings		5.2		227.0		19.9		20.0		20.2		309.8		602.1
Cash outflow on all borrowings	$	5.2	$	227.0	$	19.9	$	20.0	$	20.2	$	309.8	$	602.1

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2006, we had no off-balance sheet arrangements as defined under Item 303(a)(4) of Regulation S-K.

CRITICAL ACCOUNTING ESTIMATES

In our Annual Report on Form 10-K for the year ended December 31, 2005, we identified the critical accounting policies which affect the more significant estimates and assumptions used in preparing our consolidated financial statements. Those policies include revenue recognition, health plan services, reserves for contingent liabilities, government contracts, goodwill and recoverability of long-lived assets and investments. We have not changed these policies from those previously disclosed in our Annual Report on Form 10-K. Our critical accounting policy on estimating reserves for claims and other settlements and the quantification of the sensitivity of financial results to reasonably possible changes in the underlying assumptions used in such estimation as of September 30, 2006 is discussed below.

Reserves for claims and other settlements include reserves for claims (incurred but not reported (IBNR) claims and received but unprocessed claims), and other liabilities including capitation payable, shared risk settlements, provider disputes, provider incentives and other reserves for our Health Plan Services reporting segment.

We estimate the amount of our reserves for claims primarily by using standard actuarial developmental methodologies. This method is also known as the chain-ladder or completion factor method. The developmental method estimates reserves for claims based upon the historical lag between the month when services are rendered and the month claims are paid while taking into consideration, among other things, expected medical cost inflation, seasonal patterns, product mix, benefit plan changes and changes in membership. A key component of the developmental method is the completion factor which is a measure of how complete the claims paid to date are relative to the estimate of the claims for services rendered for a given period. While the completion factors are reliable and robust for older service periods, they are more volatile and less reliable for more recent periods since a large portion of health care claims are not submitted to us until several months after services have been rendered. Accordingly, for the most recent months, the incurred claims are estimated from a trend analysis based

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on per member per month claims trends developed from the experience in preceding months. This method is applied consistently year over year while assumptions may be adjusted to reflect changes in medical cost inflation, seasonal patterns, product mix, benefit plan changes and changes in membership.

An extensive degree of actuarial judgment is used in this estimation process, considerable variability is inherent in such estimates, and the estimates are highly sensitive to changes in medical claims submission and payment patterns and medical cost trends. As such, the completion factors and the claims per member per month trend factor are the most significant factors used in estimating our reserves for claims. Since a large portion of the reserves for claims is attributed to the most recent months, the estimated reserves for claims are highly sensitive to these factors.

The following table illustrates the sensitivity of these factors and the estimated potential impact on our operating results caused by these factors:

Completion Factor (a) Percentage-point Increase (Decrease) in Factor	Health Plan Services                 Increase (Decrease) in                  Reserves for Claims
2%	$(48.2) million
1%	$(24.5) million
(1)%	$25.5 million
(2)%	$51.9 million
Medical Cost Trend (b) Percentage-point Increase (Decrease) in Factor	Health Plan Services                     Increase (Decrease) in                 Reserves for Claims
2%	$25.1 million
1%	$12.5 million
(1)%	$(12.5) million
(2)%	$(25.1) million

(a) Impact due to change in completion factor for the most recent three months. Completion factors indicate how complete claims paid to date are in relation to the estimate of total claims for a given period. Therefore, an increase in the completion factor percent results in a decrease in the remaining estimated reserves for claims.

(b) Impact due to change in annualized medical cost trend used to estimate the per member per month cost for the most recent three months.

Other relevant factors include exceptional situations that might require judgmental adjustments in setting the reserves for claims, such as system conversions, processing interruptions or changes, environmental changes or other factors. All of these factors are used in estimating reserves for claims and are important to our reserve methodology in trending the claims per member per month for purposes of estimating the reserves for the most recent months. In developing our best estimate of reserves for claims, we consistently apply the principles and methodology described above from year to year, while also giving due consideration to the potential variability of these factors. Because reserves for claims include various actuarially developed estimates, our actual health care services expense may be more or less than our previously developed estimates. Claim processing expenses are also accrued based on an estimate of expenses necessary to process such claims. Such reserves are continually monitored and reviewed, with any adjustments reflected in current operations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate and market risk primarily due to our investing and borrowing activities. Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and in equity prices. Interest rate risk is a consequence of maintaining variable interest rate earning investments and fixed rate liabilities or fixed income

investments and variable rate liabilities. We are exposed to interest rate risks arising from changes in the level or volatility of interest rates, prepayment speeds and/or the shape and slope of the yield curve. In addition, we are exposed to the risk of loss related to changes in credit spreads. Credit spread risk arises from the potential that changes in an issuer’s credit rating or credit perception may affect the value of financial instruments.

We have several bond portfolios to fund reserves. We attempt to manage the interest rate risks related to our investment portfolios by actively managing the asset/liability duration of our investment portfolios. The overall goal for the investment portfolios is to provide a source of liquidity and support the ongoing operations of our business units. Our philosophy is to actively manage assets to maximize total return over a multiple-year time horizon, subject to appropriate levels of risk. Each business unit has additional requirements with respect to liquidity, current income and contribution to surplus. We manage these risks by setting risk tolerances, targeting asset-class allocations, diversifying among assets and asset characteristics, and using performance measurement and reporting.

We use a value-at-risk (VAR) model, which follows a variance/co-variance methodology, to assess the market risk for our investment portfolio. VAR is a method of assessing investment risk that uses standard statistical techniques to measure the worst expected loss in the portfolio over an assumed portfolio disposition period under normal market conditions. The determination is made at a given statistical confidence level.

We assumed a portfolio disposition period of 30 days with a confidence level of 95% for the computation of VAR for 2006. The computation further assumes that the distribution of returns is normal. Based on such methodology and assumptions, the computed VAR was approximately $9.1 million as of September 30, 2006.

Our calculated value-at-risk exposure represents an estimate of reasonably possible net losses that could be recognized on our investment portfolios assuming hypothetical movements in future market rates and are not necessarily indicative of actual results which may occur. It does not represent the maximum possible loss nor any expected loss that may occur, since actual future gains and losses will differ from those estimated, based upon actual fluctuations in market rates, operating exposures, and the timing thereof, and changes in our investment portfolios during the year. In addition to the market risk associated with our investments, we have interest rate risk due to our fixed rate borrowings.

We used interest rate swap contracts (Swap Contracts) as a part of our hedging strategy to manage certain exposures related to the effect of changes in interest rates on the fair value of our Senior Notes. Under the Swap Contracts, we paid an amount equal to a specified variable rate of interest times a notional principal amount and to receive in return an amount equal to a specified fixed rate of interest times the same notional principal amount. The Swap Contracts were entered into with a number of major financial institutions in order to reduce counterparty credit risk. On September 26, 2006, we terminated the Swap Contracts and recognized a loss of $11.1 million associated with the termination and settlement of the Swap Contracts. See Note 8 to our consolidated financial statements for additional information regarding the Swap Contracts.

Borrowings under our revolving credit facility, of which there were none as of September 30, 2006, are subject to variable interest rates. For additional information regarding our revolving credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our floating rate borrowings, if any, are presumed to have equal book and fair values because the interest rates paid on these borrowings, if any, are based on prevailing market rates.

Borrowings under our Term Loan Agreement, which were $300 million as of September 30, 2006, are at variable interest rates. For additional information regarding our Term Loan Agreement, see “Management’s

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Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” The 6.98% interest rate under our $200 million Bridge Loan Agreement was fixed for the initial 91-day duration of the loan thereunder. On September 21, 2006, we entered into an amendment to, among other things, extend the final maturity date of the Bridge Loan borrowing to March 22, 2007. The interest rate on the bridge loan at September 30, 2006 was 6.95%. For additional information regarding our Bridge Loan Agreement, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

The fair value of our variable rate borrowings as of September 30, 2006 was approximately $500 million, which is equal to the carrying value because the interest rates paid on these borrowings are based on prevailing market rates. The following table presents the expected cash outflows relating to market risk sensitive debt obligations as of September 30, 2006. These cash outflows include expected principal and interest payments consistent with the terms of the outstanding debt as of September 30, 2006.

	After September 30, 2006		2007		2008		2009		2010		Thereafter		Total
	(Amounts in millions)
Variable-rate borrowings:
Principal	$	—	$	200.0	$	—	$	—	$	—	$	300.0	$	500.0
Interest		5.2		27.0		19.9		20.0		20.2		9.8		102.1
Cash outflow on variable-rate borrowings		5.2		227.0		19.9		20.0		20.2		309.8		602.1
Cash outflow on all borrowings	$	5.2	$	227.0	$	19.9	$	20.0	$	20.2	$	309.8	$	602.1

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon the evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of such period.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

A description of the legal proceedings to which the Company and its subsidiaries are a party is contained in Note 9 to the consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

The risk factors set forth below update, and should be read together with, the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

We face risks related to litigation, which, if resolved unfavorably, could result in substantial penalties and/or monetary damages, including punitive damages. In addition, we incur material expenses in the defense of litigation and our results of operations or financial condition could be adversely affected if we fail to accurately project litigation expenses.

We are subject to a variety of legal actions to which any corporation may be subject, including employment and employment discrimination-related suits, employee benefit claims, wage and hour claims, breach of contract actions, tort claims, fraud and misrepresentation claims, shareholder suits, including suits for securities fraud, and intellectual property and real estate related disputes. In addition, we incur and likely will continue to incur potential liability for claims particularly related to the insurance industry in general and our business in particular, such as claims by members alleging failure to pay for or provide health care, poor outcomes for care delivered or arranged, improper rescission, termination or non-renewal of coverage, claims by employer groups for return of premiums and claims by providers, including claims for withheld or otherwise insufficient compensation or reimbursement, claims related to self-funded business, and claims related to reinsurance

matters. Such actions can also include allegations of fraud, misrepresentation, and unfair or improper business practices and can include claims for punitive damages. For example in McCoy v. Health Net, Inc. et al, and in Wachtel v. Guardian Life Insurance Co., the plaintiffs allege that the manner in which our various subsidiaries paid member claims for out of network services was improper. Plaintiffs have sought potentially severe sanctions against us for a variety of alleged misconduct, discovery abuses and fraud on the court. The sanctions sought by plaintiffs and being considered by the court include, among others, entry of a default judgment, monetary sanctions, and either the appointment of a monitor to oversee our claims payment practices and our dealings with state regulators or the appointment of an independent fiduciary to replace us as a fiduciary with respect to our claims adjudications for members. Also, there are currently, and may be in the future, attempts to bring other types of class action lawsuits against various managed care organizations, including us. In some of the cases pending against us, substantial non-economic or punitive damages are also being sought. See Note 9 to our consolidated financial statements for additional information regarding the McCoy and Wachtel matters and our other legal proceedings.

We cannot predict the outcome of any lawsuit with certainty, and we are incurring material expenses in the defense of litigation matters, including, without limitation, substantial discovery costs. While we currently have insurance coverage for some of the potential liabilities relating to litigation, other such liabilities (such as punitive damages or the cost of implementing changes in our operations required by the resolution of a claim), may not be covered by insurance, the insurers could dispute coverage or the amount of insurance could not be sufficient to cover the damages awarded. In addition, insurance coverage for all or certain types of liability may become unavailable or prohibitively expensive in the future or the deductible on any such insurance coverage could be set at a level that would result in our effectively self-insuring for lawsuits against us. The deductible on our errors and omissions (“E&O”) insurance has reached such a level. Given the amount of the deductible, the only cases which would be covered by our E&O insurance are those involving claims that substantially exceed our average claim values and otherwise qualify for coverage under the terms of the insurance policy.

In addition, recent court decisions and legislative activity may increase our exposure for any of the types of claims we face. There is a risk that we could incur substantial legal fees and expenses, including discovery

57

expenses, in any of the actions we defend in excess of amounts budgeted for defense. Plaintiffs’ attorneys have increasingly used expansive electronic discovery requests as a litigation tactic. Responding to these requests, the scope of which may exceed the normal capacity of our historical systems for archiving and organizing electronic documents, may require application of significant resources and impose significant costs on us. In certain cases, we could also be subject to awards of substantial legal fees and costs to plaintiffs’ counsel.

We regularly evaluate litigation matters pending against us, including those described in Note 9 to the consolidated financial statements included herein, to determine if settlement of such matters would be in the best interests of the Company and its stockholders. The costs associated with any such settlement could be substantial and, in certain cases, could result in an earnings charge in any particular quarter in which we enter into a settlement agreement. Although we have recorded litigation reserves which represent our best estimate on probable losses, both known and incurred but not reported, our recorded reserves might prove not to be adequate to cover an adverse result or settlement for extraordinary matters such as the matters described in Note 9. Therefore, the costs associated with the various litigation matters to which we are subject and any earnings charge recorded in connection with a settlement agreement could have a material adverse effect on our financial condition or results of operations.

We have a material amount of indebtedness and may incur additional indebtedness, or need to refinance existing indebtedness, in the future, which may adversely affect our operations.

Our indebtedness includes $200 million of borrowings under a Bridge Loan Agreement, which are due in March 2007, and $300 million of borrowings under a Term Loan Agreement, which are due in June 2011. In addition, to provide liquidity, we have a $700 million five-year revolving credit facility that expires in June 2009. As of September 30, 2006, no borrowings were outstanding under revolving credit facility. We may incur additional debt in the future. Our existing indebtedness, and any additional debt we incur in the future through drawings on our revolving credit facility or otherwise, could have an adverse effect on our business and future operations. For example, it could:

• require us to dedicate a substantial portion of cash flow from operations to pay principal and interest on our debt, which would reduce funds available to fund future working capital, capital expenditures and other general operating requirements;

• increase our vulnerability to general adverse economic and industry conditions or a downturn in our business; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

We are considering alternative financing options, including borrowings under our revolving credit facility and/or potential structured financing arrangements, to repay the amounts outstanding under the Bridge Loan Agreement on or prior to maturity. Our ability to obtain any financing, whether through the issuance of new debt securities or otherwise, and the terms of any such financing are dependent on, among other things, our financial condition, financial market conditions within our industry and generally, credit ratings and numerous other factors. There can be no assurance that we will be able to obtain financing on acceptable terms or within an acceptable time, if at all. If we are unable to obtain financing on terms and within a time acceptable to us it could, in addition to other negative effects, have a material adverse effect on our operations, financial condition, ability to compete or ability to comply with regulatory requirements.

Our revolving credit facility, Bridge Loan Agreement and Term Loan Agreement contain restrictive covenants that could limit our ability to pursue our business strategies.

Our revolving credit facility, Bridge Loan Agreement and Term Loan Agreement require us to comply with various covenants that impose restrictions on our operations, including our ability to incur additional indebtedness, pay dividends, make investments or other restricted payments, sell or otherwise dispose of assets

58

and engage in other activities. In addition, we are required to comply with specified financial covenants, including a maximum leverage ratio, a minimum borrower cash flow fixed charge coverage ratio or (depending on our debt rating by Moody’s and S&P) a minimum fixed charge coverage ratio and a minimum consolidated net worth requirement.

The restrictive covenants under our revolving credit facility, Bridge Loan Agreement and Term Loan Agreement could limit our ability to pursue our business strategies. In addition, any failure by us to comply with the restrictive covenants under our revolving credit facility, Bridge Loan Agreement or Term Loan Agreement could result in an event of default under those borrowing arrangements, in which case the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable, which could have a material adverse effect on our financial condition.

Our efforts to capitalize on Medicare business opportunities could prove to be unsuccessful.

Medicare programs represent a significant portion of our business, accounting for approximately 13% of our total revenue in 2005 and an expected 18% in 2006. In connection with the passage of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (MMA) and the MMA implementing regulations adopted in 2005, we have significantly expanded our Medicare health plans, restructured our Medicare program management team and operations to enhance our ability to pursue business opportunities presented by the MMA and the Medicare program generally.

Particular risks associated with our providing Medicare Part D prescription drug benefits under the MMA include potential uncollectability of receivables, inadequacy of underwriting assumptions, inability to receive and process information and increased pharmaceutical costs, (as well as the underlying seasonality of this business). In addition, in connection with our participation in the Medicare Advantage and Part D programs, we regularly record revenues associated with the risk adjustment reimbursement mechanism employed by CMS. This mechanism is designed to appropriately reimburse health plans for the relative health care cost risk of its Medicare enrollees. While we have historically recorded revenue and received payment for risk adjustment reimbursement settlements, there can be no assurance that we will receive payment from CMS for the levels of the risk adjustment premium revenue recorded in any given quarter.

In 2007, the Company again expects that its Medicare programs will expand. Specifically, we will be introducing Private Fee-For-Service (PFFS) Medicare Advantage plans, expanding our Medicare Part D prescription drug benefits plans to all 50 states, and enhancing our HMO/PPO product offerings. All of these growth activities require substantial administrative and operational capabilities which we are in the process of developing. An example of this preparation is the Company’s entry into a new contract with a third party vendor to administer the enrollment and billing functions for Medicare Part D and PFFS, as well as processing claims for PFFS. If the transition and implementation of these key operational functions does not occur as scheduled, or we are unable to develop administrative capabilities to address the additional needs of our growing Medicare programs, it could have a material adverse effect on our Medicare business.

In addition, if the cost or complexity of the recent Medicare changes exceed our expectations or prevent effective program implementation, if the government alters or reduces funding of Medicare programs because of the higher-than-anticipated cost to taxpayers of the MMA or for other reasons, if we fail to design and maintain programs that are attractive to Medicare participants or if we are not successful in winning contract renewals or new contracts under the MMA’s competitive bidding process, our current Medicare business and our ability to expand our Medicare operations could be materially and adversely affected, and we may not be able to realize any return on our investments in Medicare initiatives.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

A description of the Company’s stock repurchase program and the information required under this Item 2 is contained under the caption “Stock Repurchase Program” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part I of this Quarterly Report on Form 10-Q. We did not repurchase any shares of common stock during the nine months ended September 30, 2006 under our publicly announced stock repurchase program.

Under the Company’s various stock option and long term incentive plans (the “Plans”), employees may elect for the Company to withhold shares to satisfy minimum statutory federal, state and local tax withholding and exercise price obligations arising from the vesting and/or exercise of stock options and other equity awards. Restricted stock awards granted under the Plans are made pursuant to individual restricted stock agreements, a form of which is filed as an exhibit to the Company’s Annual Report on Form 10-K. The following table provides information with respect to the shares withheld by the Company to satisfy these obligations to the extent employees elected for the Company to withhold such shares. These repurchases were not part of our publicly announced stock repurchase program, which is described elsewhere in this Quarterly Report on Form 10-Q.

Period	Total Number of Shares Purchased	Average Price Paid per Share
January 1–January 31	—		—
February 1–February 28	57,827	$	49.29
March 1–March 31	554	$	50.04
April 1–April 30	9,470	$	46.86
May 1–May 31	6,937	$	41.62
June 1–June 30	82,230	$	44.24
July 1–July 31	—		—
August 1–August 31	—		—
September 1–September 30	—		—
Total	157,018	$	46.16

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

3.1	Sixth Amended and Restated Certificate of Incorporation of Health Net, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2006).
4.1	Rights Agreement, dated as of July 27, 2006, between Health Net, Inc. and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2006).
10.1	Certain Compensation and Benefit Arrangements with Health Net, Inc.’s Non-Employee Directors, as amended and restated on July 27, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2006).
10.2	Amendment to Bridge Loan Agreement, dated as of September 21, 2006, among Health Net, Inc., the lenders party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2006).
10.3	Amended and Restated Employment Letter Agreement dated as of October 4, 2006 between Health Net, Inc. and Karin Mayhew, a copy of which is filed herewith.
10.4	Second Amendment to Bridge Loan Agreement, dated as of November 6, 2006, among Health Net, Inc., the lenders party thereto and The Bank of Nova Scotia, as Administrative Agent, a copy of which is filed herewith.
10.5	Fifth Amendment to Credit Agreement, dated as of November 6, 2006, among Health Net, Inc., the lenders party thereto and Bank of American, N.A., as Administrative Agent, a copy of which is filed herewith.
10.6	First Amendment to Term Loan Credit Agreement, dated as of November 6, 2006, among Health Net, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA Inc., as Syndication Agent, and the lenders party thereto, a copy of which is filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

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SIGNATURES

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

	HEALTH NET, INC. (REGISTRANT)
Date: November 7, 2006	By:	/s/    ANTHONY S. PISZEL
		Anthony S. Piszel
		Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Sixth Amended and Restated Certificate of Incorporation of Health Net, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2006).
4.1	Rights Agreement, dated as of July 27, 2006, between Health Net, Inc. and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2006).
10.1	Certain Compensation and Benefit Arrangements with Health Net, Inc.’s Non-Employee Directors, as amended and restated on July 27, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2006).
10.2	Amendment to Bridge Loan Agreement, dated as of September 21, 2006, among Health Net, Inc., the lenders party thereto and The Bank of Nova Scotia, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2006).
10.3	Second Amendment to Bridge Loan Agreement, dated as of November 6, 2006, among Health Net, Inc., the lenders party thereto and The Bank of Nova Scotia, as Administrative Agent, a copy of which is filed herewith.
10.4	Fifth Amendment to Credit Agreement, dated as of November 6, 2006, among Health Net, Inc., the lenders party thereto and Bank of American, N.A., as Administrative Agent, a copy of which is filed herewith.
10.5	First Amendment to Term Loan Credit Agreement, dated as of November 6, 2006, among Health Net, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp USA Inc., as Syndication Agent, and the lenders party thereto, a copy of which is filed herewith.
10.6	Amended and Restated Employment Letter Agreement dated as of October 4, 2006 between Health Net, Inc. and Karin Mayhew, a copy of which is filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, a copy of which is filed herewith.

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT

THIS SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Amendment”), dated as of November 6, 2006, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders party thereto and THE BANK OF NOVA SCOTIA, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, the Borrower, the Lenders party thereto, and the Administrative Agent entered into that certain Bridge Loan Agreement dated as of June 23, 2006, as amended by the First Amendment dated as of September 21, 2006 (the “Existing Bridge Loan Agreement”);

WHEREAS, the Borrower has requested that the Required Lenders agree to amend certain provisions of the Existing Bridge Loan Agreement as hereinafter set forth;

WHEREAS, each Lender has agreed to such modification on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amendment Effective Date” is defined in Subpart 3.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Bridge Loan Agreement.

PART 2

AMENDMENTS TO EXISTING BRIDGE LOAN AGREEMENT

Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing Bridge Loan Agreement is hereby amended in accordance with this Part 2.

SUBPART 2.1. The following definition is added to Section 1.01 of the Existing Bridge Loan Agreement in appropriate alphabetical order:

“Second Amendment Effective Date” means November 6, 2006.

SUBPART 2.2. The first sentence contained in Section 7.02 of the Existing Bridge Loan Agreement is hereby deleted in its entirety and replaced with the following:

The provisions of the following Sections of the Revolving Credit Agreement as in effect on the Second Amendment Effective Date are incorporated herein by reference in their entirety with the same effect as if set forth in full herein (with the defined terms used therein, including defined terms used in other defined terms, having the meanings assigned to them in the Revolving Credit Agreement except as expressly set forth below):

PART 3

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Amendment Effective Date. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Amendment”.

SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Lenders and the Administrative Agent.

PART 4

MISCELLANEOUS

SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Bridge Loan Agreement and (b) the representations and warranties set forth in Article V of the Existing Bridge Loan Agreement (i) that contain a materiality qualification are true and correct on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date).

SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.3 Instrument Pursuant to Existing Bridge Loan Agreement. This Amendment is executed pursuant to the Existing Bridge Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Bridge Loan Agreement.

SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the “Bridge Loan Agreement” shall be deemed to refer to the Bridge Loan Agreement as amended by this Amendment.

SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered.

SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.8 General. Except as amended hereby, the Existing Bridge Loan Agreement and all other loan documents shall continue in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Bridge Loan Agreement as of the date first above written.

BORROWER:	HEALTH NET, INC., a Delaware corporation
	By:	/s/ Wisdom Lu
	Name:	Wisdom Lu
	Title:	Treasurer

ADMINISTRATIVE AGENT:	THE BANK OF NOVA SCOTIA
	By:	/s/ V.H. Gibson
	Name:	V.H. Gibson
	Title:	Assistant Agent

LENDER:	THE BANK OF NOVA SCOTIA
	By:	/s/ V.H. Gibson
	Name:	V.H. Gibson
	Title:	Assistant Agent

EX-10.4

Exhibit 10.4

EXECUTION COPY

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2006, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

W I T N E S S E T H

WHEREAS, the Borrower, the Lenders party thereto, and the Administrative Agent entered into that certain Credit Agreement dated as of June 30, 2004, as amended by that certain First Amendment to Credit Agreement dated as of March 2, 2005, as amended by that certain Second Amendment to Credit Agreement dated as of August 8, 2005, as amended by that certain Third Amendment to Credit Agreement dated as of March 1, 2006, as amended by that certain Fourth Amendment and Consent to Credit Agreement dated as of June 23, 2006 (the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth; and

WHEREAS, the Required Lenders have agreed to such modifications on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“Amendment No. 5 Effective Date” is defined in Subpart 3.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART 2

AMENDMENT TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment No. 5 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.

SUBPART 2.1 Amendment to Section 1.01. The definition of “Specified Share Repurchase” found in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read as follows:

“Specified Share Repurchase” means that certain redemption, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Borrower in an amount not to exceed $500,000,000.

PART 3

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Amendment No. 5 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 5 Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Amendment”.

SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Required Lenders and the Administrative Agent.

SUBPART 3.3 Fees and Expenses. The Administrative Agent shall have received all out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including without limitation the fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent to the extent the Borrower has received an invoice prior to the Amendment No. 5 Effective Date).

PART 4

MISCELLANEOUS

SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Credit Agreement and (b) the representations and warranties set forth in Article V of the Existing Credit Agreement (i) that contain a materiality qualification are true and correct on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date).

SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered.

SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.8 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Credit Agreement as of the date first above written.

BORROWER:	HEALTH NET, INC.,
	a Delaware corporation
	By:	/s/ Wisdom Lu
	Name:	Wisdom Lu
	Title:	Treasurer

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.
	By:	/s/ Aamir Saleem
	Name:	Aamir Saleem
	Title:	Vice President

LENDERS:	BANK OF AMERICA, N.A., as L/C Issuer, Swing Line Lender as a Lender
	By:	/s/ Joseph L Corah
	Name:	Joseph L. Corah
	Title:	Senior Vice President

JPMORGAN CHASE BANK, N.A.
By:	/s/ Dawn Lee Lum
Name:	Dawn Lee Lum
Title:	Vice President

CITICORP USA, INC.
By:	/s/ Peter C. Bickford
Name:	Peter C. Bickford
Title:	Vice President

THE BANK OF NOVA SCOTIA
By:	/s/ V.H. Gibson
Name:	V.H. Gibson
Title:	Assistant Agent

UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Philip M. Roesner
Name:	Philip M. Roesner
Title:	Vice President

THE BANK OF NEW YORK
By:	/s/ Jonathan Rollins
Name:	Jonathan Rollins, CFA
Title:	Vice President

UBS LOAN FINANCE, LLC
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director

NATIONAL CITY BANK
By:	/s/ Gustavus A. Bahr
Name:	Gustavus A. Bahr
Title:	Vice President

EX-10.5

Exhibit 10.5

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2006, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

W I T N E S S E T H

WHEREAS, the Borrower, the Lenders party thereto, and the Administrative Agent entered into that certain Credit Agreement dated as of June 23, 2006 (the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth; and

WHEREAS, the Required Lenders have agreed to such modifications on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1

DEFINITIONS

SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“Amendment No. 1 Effective Date” is defined in Subpart 3.1.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART 2

AMENDMENT TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.

SUBPART 2.1 Amendment to Section 1.01. The definition of “Specified Share Repurchase” found in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read as follows:

“Specified Share Repurchase” means that certain redemption, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Borrower in an amount not to exceed $500,000,000.

PART 3

CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Amendment No. 1 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 1 Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Amendment”.

SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Required Lenders and the Administrative Agent.

SUBPART 3.3 Fees and Expenses. The Administrative Agent shall have received all out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including without limitation the fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent to the extent the Borrower has received an invoice prior to the Amendment No. 1 Effective Date).

PART 4

MISCELLANEOUS

SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Credit Agreement and (b) the representations and warranties set forth in Article V of the Existing Credit Agreement (i) that contain a materiality qualification are true and correct on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such date) and (ii) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date).

SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement.

SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to the terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.

SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered.

SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SUBPART 4.8 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Credit Agreement as of the date first above written.

BORROWER:	HEALTH NET, INC., a Delaware corporation
	By:	/s/ Wisdom Lu
	Name:	Wisdom Lu
	Title:	Treasurer

ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A.,
	By:	/s/ Dawn Lee Lum
	Name:	Dawn Lee Lum
	Title:	Vice President

CITICORP USA, INC.
By:	/s/ Peter C. Bickford
Name:	Peter C. Bickford
Title:	Vice President

NATIONAL CITY BANK
By:	/s/ Gustavus A. Bahr
Name:	Gustavus A. Bahr
Title:	Vice President

UBS LOAN FINANCE, LLC
By:	/s/ Richard L. Tavrow
Name:	Richard L. Tavrow
Title:	Director
By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director

THE BANK OF NEW YORK
By:	/s/ Jonathan Rollins
Name:	Jonathan Rollins, CFA
Title:	Vice President

THE BANK OF NOVA SCOTIA
By:	/s/ V.H. Gibson
Name:	V.H. Gibson
Title:	Assistant Agent

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Timothy D. Myers
Name:	Timothy D. Myers
Title:	Vice President

JPMORGAN CHASE BANK, N.A. as Lender
By:	/s/ Dawn Lee Lum
Name:	Dawn Lee Lum
Title:	Vice President

UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Philip M. Roesner
Name:	Philip M. Roesner
Title:	Vice President

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 4, 2006 (the “Effective Date”), by and between Health Net, Inc., a Delaware corporation (the “Company”), with its principal place of business located at 21650 Oxnard Street, Woodland Hills, California 91367, and Karin D. Mayhew (“Executive”).

RECITALS

WHEREAS, the Company desires to continue Executive’s employment as Senior Vice President, Organization Effectiveness; and

WHEREAS, the Company and Executive are entering into this Agreement to establish the terms and conditions of the employment relationship; and

WHEREAS, this Agreement is intended to amend and restate in its entirety the Offer Letter Agreement, dated January 22, 1999, the Severance Payment Agreement dated April 1, 1999 and the Agreement dated January 1, 2001 by and between Executive and the Company relating to Executive’s employment with the Company (collectively, the “Prior Agreement”).

NOW, THEREFORE, in consideration of the following covenants, conditions and promises contained herein, and other good and valuable consideration, the Company and Executive hereby agree as follows:

1. Duties and Salary.

A. Duties. Executive’s title is Senior Vice President, Organization Effectiveness, but may be changed at the discretion of the Company to a title that reflects a similarly situated senior executive position. Executive shall report directly to Jay Gellert, President and Chief Executive Officer of the Company, but Executive’s reporting relationship may be changed from time to time at the discretion of the Company. Executive’s duties and responsibilities are to provide executive leadership and management of the corporate organization effectiveness functions, but the Company reserves the right to assign Executive other duties as needed and to change Executive’s duties from time to time on reasonable notice, based on Executive’s skills and the needs of the Company.

B. Salary. Executive will be paid an annual base salary of $412,500, which salary will be paid on a pro-rated bi-weekly basis, less applicable withholdings (“Base Salary”), covering all hours worked. Generally, Executive’s Base Salary will be reviewed annually, but the Company reserves the right to change Executive’s compensation from time-to-time. Pursuant to the charter of the Compensation Committee of the Company’s Board of Directors (the “Committee”), any adjustment to Executive’s compensation must be made with the approval of the Committee and, in the event that Executive constitutes one of the top two (2) highest paid executive officers of the Company, with the ratification of the Company’s Board of Directors.

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C. Disclosure of Personal Compensation Information. As an “executive officer” of the Company (as such term is defined in the rules and regulations of the Securities and Exchange Commission (“SEC”)), information regarding Executive’s employment arrangements with the Company, including, among other things, the terms of this Agreement and any stock option agreement, restricted stock agreement, restricted stock unit agreement and/or severance agreement Executive enters into with the Company from time to time (collectively, “Personal Compensation Information”), may be disclosed in filings with the SEC, the New York Stock Exchange (“NYSE”) and/or other regulatory organizations upon the occurrence of certain triggering events. Such triggering events include, but are not limited to, the execution of this Agreement and any amendments thereto, changes in Executive’s Base Salary, any annual incentive payment (whether in the form of cash or equity) awarded to Executive (in the past or after the date hereof), and the establishment of performance goals under the Company’s incentive plans. Executive’s execution of this Agreement will serve as Executive’s acknowledgement that Executive’s Personal Compensation Information may be publicly disclosed from time to time in filings with the SEC, NYSE or otherwise as required by applicable law.

2. Adjustments and Changes in Employment Status. Executive understands that the Company reserves the right to make personnel decisions regarding Executive’s employment, including, but not limited to, decisions regarding any promotion, salary adjustment, transfer or disciplinary action, up to and including termination, consistent with the needs of the business of the Company.

3. Protection of Proprietary and Confidential Information. Executive agrees that Executive’s employment creates a relationship of confidence and trust with the Company with respect to Proprietary and Confidential Information (as defined below) of the Company learned by Executive during Executive’s employment.

A. Executive agrees not to directly or indirectly use or disclose any of the Proprietary and Confidential Information of the Company or any of its affiliates at any time except in connection with the services Executive provides to such entities. “Proprietary and Confidential Information” shall mean trade secrets, confidential knowledge, data or any other proprietary or confidential information of the Company or any of its affiliates, or of any customers, members, employees or directors of any of such entities, but shall not include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Executive by the Company or (ii) becomes publicly known and made generally available after disclosure to Executive by the Company other than as a result of a disclosure by Executive in violation of this Agreement. By way of illustration but not limitation, “Proprietary and Confidential Information” includes: (i) trade secrets, documents, memoranda, reports, files, correspondence, lists and other written and graphic records affecting or relating to any such entity’s business; (ii) confidential marketing information including without limitation marketing strategies, customer and client names and requirements, services, prices, margins and costs; (iii) confidential financial information; (iv) personnel information (including without limitation employee compensation); and (v) other confidential business information.

B. Executive further agrees that at all times during Executive’s employment and thereafter, Executive will keep in confidence and trust all Proprietary and Confidential

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Information, and that Executive will not use or disclose any Proprietary and Confidential Information or anything related to such information without the written consent of the Company, except as may be necessary in the ordinary course of performing Executive’s duties to the Company.

C. All Company property, including, but not limited to, Proprietary and Confidential Information, documents, data, records, apparatus, equipment and other physical property, whether or not pertaining to Proprietary and Confidential Information, provided to Executive by the Company or any of its affiliates or produced by Executive or others in connection with Executive’s providing services to the Company or any of its affiliates shall be and remain the sole property of the Company or its affiliates (as the case may be) and shall be returned promptly to such appropriate entity as and when requested by such entity. Executive shall return and deliver all such property upon termination of Executive’s employment, and Executive may not take any such property or any reproduction of such property upon such termination.

D. Executive recognizes that the Company and its affiliates have received and in the future will receive information from third parties which is private, proprietary or confidential information subject to a duty on such entity’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive agrees that during Executive’s employment, and thereafter, Executive owes such entities and such third parties a duty to hold all such private, proprietary or confidential information received from third parties in the strictest confidence and not to disclose it, except as necessary in carrying out Executive’s work for such entities consistent with such entities’ agreements with such third parties, and not to use it for the benefit of anyone other than for such entities or such third parties consistent with such entities’ agreements with such third parties.

E. Executive’s obligations under this Section 3 shall continue after the termination of Executive’s employment and any breach of this Section 3 shall be a material breach of this Agreement.

4. Physical Exam. Executive will be required, on an annual basis, to undergo a physical examination and to send evidence that Executive has undergone such exam (but in no case the results of such exam) to Debbie Colia, Vice President, OE Consulting Services. The Company shall reimburse Executive for any out-of-pocket expenses relating to the physical examination that are not otherwise covered by Executive’s health insurance plan.

5. Representations and Warranties of Executive.

A. No Violation; No Conflicts. Executive represents and warrants to the Company that the entering into of this Agreement and Executive’s performance of Executive’s duties hereunder, will not violate any agreements with, or trade secrets of, any other person or entity. Executive further represents and warrants that Executive does not have any relationship or commitment to any other person or entity that might be in conflict with Executive’s obligations to the Company under this Agreement, including but not limited to outside employment, sales broker relationships, investments or business activities. Executive understands and agrees that while employed by the Company Executive is expected to refrain from engaging in any outside

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activities that might be in conflict with the business interests of the Company. In addition, Executive represents and warrants to the Company that Executive has not shared with or disclosed to, and will not share with or disclose to, the Company any proprietary or confidential information of Executive’s previous employers or any other third party.

B. Legal Proceedings. Executive represents and warrants to the Company that Executive has not been arrested, indicted, convicted or otherwise involved in any criminal or civil action or legal matter that could affect Executive’s ability to perform Executive’s duties hereunder or that may have a negative impact on the Company, its reputation or its operations. Executive agrees, to the extent permitted by applicable law, to notify the Company’s General Counsel immediately in the event that Executive becomes party to any criminal or civil action or other legal matter in the future that could have an affect on the foregoing representation.

6. Executive Benefits.

A. Employee Benefit Programs. Executive shall be eligible to participate in the Company’s various employee benefit programs and plans in place from time to time as long as Executive remains employed by the Company and Executive meets the applicable participation requirements. These benefit programs and plans include paid time off (“PTO”), holidays, group medical, dental, vision, term life, and short and long term disability insurance and participation in the Company’s 401(k) plan, tuition reimbursement plan, deferred compensation plan, and Supplemental Executive Retirement Plan (“SERP”). Under the SERP Executive is entitled to vest and accrue a retirement benefit of up to 50% of Executive’s Base Salary plus incentive compensation. This SERP benefit is offset with other retirement benefits provided by the Company to Executive and with 50% of Executive’s Social Security benefits. Executive has received credit for one additional year of service under the SERP upon Executive’s completion of five years of service with the Company. The Company or its subsidiaries or affiliates may modify, terminate or amend any benefit or plan in its discretion, retroactively or prospectively, subject only to applicable law.

B. Required Insurance. Executive is covered by workers’ compensation insurance and state disability insurance, as required by state law.

C. Financial Counseling Allowance. Executive is entitled to be reimbursed up to the amount of $5,000 per year for documented costs incurred for personal financial counseling services provided to Executive, including tax preparation, as long as Executive remains employed by the Company.

D. Incentive Bonus. Executive is eligible to participate in the Health Net, Inc. Executive Incentive Plan (“EIP”) in accordance with the terms of the EIP, which provides Executive with a target opportunity to earn each plan year up to 70% of Executive’s Base Salary as additional compensation according to the terms of the actual EIP documents. The bonus payment will range from 0% to 200% of target depending upon the actual results achieved, and specific, individually tailored measures will be established by the Company that must be achieved by Executive in order for Executive to be eligible to receive bonus payments for a given plan year. It is understood that the Committee and the Company will award bonus amounts, if any, as it deems appropriate consistent with the guidelines of the EIP.

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E. Car Allowance. Executive is entitled to a car allowance of $1,000 per month.

F. Expenses. Subject to and in accordance with the Company’s written policies for business and travel expenses, Executive will receive reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of Executive’s duties pursuant to this Agreement.

7. Equity Grants.

A. Future Equity Grants. Any future equity grants made to Executive will be granted under one of the Company’s Long-Term Incentive Plans, and will be subject to the terms of such plan and of the agreement executed in connection with such grant. Any future equity grants to Executive will be made at the discretion of the Committee.

B. Company Stock Ownership Requirement. In accordance with the Executive Officer Stock Ownership Policy adopted by the Board of Directors of the Company (the “Executive Stock Ownership Policy”), Executive is required to own shares of Common Stock of the Company having a value of one times (1x) Executive’s Base Salary in effect from time to time pursuant to this Agreement (the “Stock Ownership Requirement”). The number of shares of Common Stock Executive is required to own will be calculated based on the average NYSE closing price per share of the Company’s Common Stock (as adjusted for stock splits and similar changes to the Common Stock) for the most recently completed fiscal year of the Company.

Using Executive’s current salary of $412,500 and a stock price of $39.3033, which is the average closing price per share of the Company’s Common Stock as of December 31, 2005, Executive’s current stock ownership requirement is 10,495 (“Target Amount”). The Target Amount is subject to change from time to time based on (1) changes in the average closing sales price of the Company’s Common Stock on an annual basis and (2) any changes in Executive’s Base Salary made pursuant to and in accordance with Section 1B of this Agreement. Any shares of Company Common Stock that Executive owns, and any restricted stock units or shares of restricted stock of the Company that Executive owns and have vested count toward the Target Amount. Stock options, unvested restricted stock units, unvested shares of restricted stock and shares of Common Stock gifted to others do not count toward the Target Amount. Executive will be notified on an annual basis of any changes in Executive’s Target Amount.

8. Term of Employment. Executive’s employment with the Company is at the mutual consent of Executive and the Company. Nothing in this Agreement is intended to guarantee Executive’s continuing employment with the Company or employment for any specific length of time. Accordingly, either Executive or the Company may terminate the employment relationship at any time, with or without advance notice and with or without “Cause” (as defined below). Upon termination of Executive’s employment for any reason, in addition to any other payments that may be payable to Executive hereunder, Executive (or Executive’s beneficiaries or estate) will be paid (in each case to the extent not theretofore paid) within thirty (30) days following Executive’s date of termination (or such shorter period that may be required by applicable law): (a) Executive’s annual Base Salary through the date of

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termination, (b) any compensation previously deferred by Executive (together with any interest and earnings therein), (c) accrued but unused PTO, (d) reimbursable expenses incurred by Executive prior to the termination date and (e) amounts under any other compensatory plan, arrangement or program payment to which Executive may be entitled. This Agreement constitutes a final and fully binding integrated agreement with respect to the at-will nature of the employment relationship.

9. Termination of Employment/Severance Pay.

A. Termination Without Cause Not Following Change in Control. If Executive’s employment is terminated by the Company without “Cause” (as defined in Section 9(D) below) at any time that is not within two (2) years after a “Change in Control” (as defined below) of Health Net, Inc., Executive will be entitled to receive, within thirty (30) days following the termination of Executive’s employment, provided Executive signs a Separation Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which is incorporated into this Agreement by reference, (i) a lump sum cash payment equal to twenty-four (24) months of Executive’s Base Salary in effect immediately prior to the date of Executive’s termination, and (ii) the continuation of Executive’s medical, dental, vision, disability, life and accident benefits (as maintained for Executive’s benefit immediately prior to the date of Executive’s termination) (the “Benefits”) for Executive and Executive’s dependents for a period of twenty-four (24) months following the effective date of Executive’s termination.

For purposes of this Agreement, “Change in Control” is defined as any of the following which occurs subsequent to the effective date of Executive’s employment:

(i) Any person (as such term is defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), corporation or other entity (other than Health Net, Inc. or any of its subsidiaries, or any employee benefit plan sponsored by Health Net, Inc. or any of its subsidiaries) is or becomes the beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) of securities of Health Net, Inc. representing twenty percent (20%) or more of the combined voting power of the outstanding securities of Health Net, Inc. which ordinarily (and apart from rights accruing under special circumstances) have the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire Health Net, Inc.’s securities) (the “Securities”);

(ii) As a result of a tender offer, merger, sale of assets or other major transaction, the persons who are directors of Health Net, Inc. immediately prior to such transaction cease to constitute a majority of the Board of Directors of Health Net, Inc. (or any successor corporations) immediately after such transaction;

(iii) Health Net, Inc. is merged or consolidated with any other person, firm, corporation or other entity and, as a result, the shareholders of Health Net, Inc., as determined immediately before such transaction, own less than eighty percent (80%) of the outstanding Securities of the surviving or resulting entity immediately after such transaction:

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(iv) A tender offer or exchange offer is made and consummated for the ownership of twenty percent (20%) or more of the outstanding Securities of Health Net, Inc.;

(v) Health Net, Inc. transfers substantially all of its assets to another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health Net, Inc.; or

(vi) Health Net, Inc. enters into a management agreement with another person, firm, corporation or other entity that is not a wholly-owned subsidiary of Health Net, Inc. and such management agreement extends hiring and firing authority over Executive to an individual or organization other than Health Net, Inc.

B. Termination Without Cause or For Good Reason Following Change in Control. If at any time within two (2) years after a Change in Control of Health Net, Inc. Executive’s employment is terminated by the Company without Cause or Executive terminates Executive’s employment for “Good Reason” (as defined below) (by giving the Company at least fourteen (14) days prior written notice of the effective date of termination), then Executive will be entitled to receive, within thirty (30) days following the termination of Executive’s employment, provided Executive signs a Separation Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which is incorporated into this Agreement by reference, (i) a lump sum payment equal to thirty-six (36) months of Executive’s Base Salary in effect immediately prior to the date of Executive’s termination, and (ii) the continuation of Executive’s Benefits for thirty-six (36) months following Executive’s date of termination, provided, that Executive properly elects to continue those benefits under COBRA, and provided, further, that in the event the Company requests, in writing, prior to such voluntary termination by Executive for Good Reason that Executive continue in the employ of the Company for a period of time up to 90 days following such Change in Control, then Executive shall forfeit such severance allowance if Executive voluntarily leaves the employ of the Company prior to the expiration of such period of time.

For purposes of this Agreement, the term “Good Reason” means any of the following which occurs, without Executive’s consent, subsequent to the effective date of a Change in Control as defined above:

(i) A demotion or a substantial reduction in the scope of Executive’s position, duties, responsibilities or status with the Company, or any removal of Executive from or any failure to reelect Executive to any of the positions (or functional equivalent of such positions) referred to in the introductory paragraphs hereof, except in connection with the termination of Executive’s employment for Disability (as defined below), normal retirement or Cause or by Executive voluntarily other than for Good Reason;

(ii) A reduction by the Company in Executive’s Base Salary or a material reduction in the benefits or perquisites available to Executive as in effect immediately prior to any such reduction;

(iii) A relocation of Executive to a work location more than fifty (50) miles from Executive’s work location immediately prior to such proposed relocation; provided

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that such proposed relocation results in a materially greater commute for Executive based on Executive’s residence immediately prior to such relocation; or

(iv) The failure of the Company to obtain an assumption agreement from any successor contemplated under Section 13 of this Agreement.

C. Voluntary Termination. Notwithstanding anything to the contrary in this Agreement, whether express or implied, Executive may at any time terminate Executive’s employment for any reason by giving the Company fourteen (14) days prior written notice of the effective date of termination. In the event that Executive voluntarily terminates employment with the Company (except for Good Reason within two (2) years after a Change in Control of Health Net, Inc.), then Executive shall not be eligible to receive any payments or continuation of Benefits set forth in this Section 9).

D. Termination by the Company for Cause. The Company may terminate Executive’s employment for Cause at any time with or without advance notice. In the event of such termination, Executive will not be eligible to receive any of the payments set forth in Section 9(A) or 9(B) above. For purposes of this Agreement, a termination for “Cause” is defined as: (i) an act of dishonesty causing harm to the Company or any of its affiliates, (ii) the knowing unauthorized disclosure of confidential information relating to the business of the Company or any of its affiliates, (iii) habitual drunkenness or narcotic drug addiction, (iv) conviction of a felony or a misdemeanor involving moral turpitude, (v) willful refusal to perform or gross neglect of the duties assigned to Executive, (vi) the willful breach of any law that, directly or indirectly, affects the Company or any of its affiliates, (vii) a material breach by Executive following a Change in Control of those duties and responsibilities of Executive that do not differ in any material respect from Executive’s duties and responsibilities during the 90-day period immediately prior to such Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company or any of its affiliates and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (viii) breach of Executive’s obligations hereunder (or under any Company policy) to protect the proprietary and confidential information of the Company or any of its affiliates.

E. Termination Due to Death or Disability. In the event that Executive’s employment is terminated at any time due to death or “Disability” (as defined below), Executive (or Executive’s beneficiaries or estate) shall be entitled to receive, provided Executive (or Executive’s beneficiaries or estate, as applicable) signs a Separation Agreement, Waiver and Release of Claims substantially in the form attached hereto as Exhibit A, which is incorporated into this Agreement by reference, (i) continuation of Executive’s Benefits for a period of 12 months from the date of termination and (ii) a lump sum payment equal to one times (1x) Executive’s Base Salary in effect immediately prior to the date of Executive’s termination, to be paid within thirty (30) days following Executive’s termination of employment. For purposes of this Agreement, a termination for “Disability” shall mean a termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness.

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10. Withholding. All payments required to be made by the Company hereunder to Executive or Executive’s estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company may reasonably determine should be withheld pursuant to any applicable law or regulation.

11. Potential Tax Consequences for “Parachute” Payments.

A. Tax Gross-Up. Notwithstanding any other provisions of this Agreement, in the event that (i) any payment or distribution by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person) (all such payments and distributions, including the severance payments and benefits provided for in Section 9 hereof (the “Severance Payments”), being hereinafter called (“Total Payments”) would be subject (in whole or part) to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision enacted under the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) and (ii) the amount of such Total Payments subject to such Excise Tax exceeds $50,000, then the Company shall pay to Executive an additional cash payment (the “Tax Gross-Up”) so that after receipt of such Tax Gross-Up, the payment of any additional federal, state and local income taxes on such Tax Gross-Up amount and the payment of any Excise Taxes, Executive shall receive such net amount of Total Payments equal to the amount that Executive would have received if no Excise Tax was due. If the amount of Total Payments subject to the Excise Tax does not exceed $50,000, then the Tax-Gross-Up shall not be paid and the Severance Payments shall be reduced (if necessary, to zero) to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax.

B. Accounting Firm Determination. All determinations required to be made under this Section 11, including whether and when a Tax Gross-Up is required and the amount of such Tax Gross-Up and the assumptions to be utilized in arriving at such determination, shall be made by the public accounting firm that, immediately prior to the Change in Control, was the Company’s independent auditor (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that Executive has received Total Payments, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Tax Gross-Up, as determined pursuant to this Section 11, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, then the Accounting Firm shall furnish to Executive a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of any tax assessment or a negligence or similar penalty. As a result of any uncertainty in the application of Section 4999 of the Code at the time of the determination by the Accounting Firm hereunder, it is possible that Tax Gross-Up which will not have been made by the Company should have been made (“Underpayment”),or that amount of the Tax Gross-Up will exceed the amount required under Section 11(A) (“Overpayment”). In the event that the Accounting Firm shall determine that an Underpayment or Overpayment has occurred, either

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Executive or the Company, as applicable, shall promptly reimburse the other for the amount of such Underpayment or Overpayment that has occurred

C. Notifications. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Tax Gross-Up. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to Total Payments.

D. Payment Calculator. At the time that payments are made under this Section 11, the Company shall provide Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from tax counsel, the Accounting Firm or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

12. Restrictive Covenants.

A. Non-Competition. Executive hereby agrees that, during (i) the six (6)-month period following a termination of Executive’s employment with the Company that entitles Executive to receive severance benefits under this Agreement or a written agreement with or policy of the Company or (ii) the twelve (12)-month period following a termination of Executive’s employment with the Company that does not entitle Executive to receive such severance benefits (the period referred to in either clause (i) or (ii), the “Restricted Period”), Executive shall not undertake any employment or activity (including, but not limited to, consulting services) with a Competitor (as defined below) in any geographic area in which the Company or any of its affiliates operate (the “Market Area”), where the loyal and complete fulfillment of the duties of the competitive employment or activity would call upon Executive to reveal, to make judgments on or otherwise use or disclose any confidential business information or trade secrets of the business of the Company or any of its affiliates to which Executive had access during Executive’s employment with the Company. For purposes of this Section, “Competitor” shall refer to any health maintenance organization, health care management company, physician group, insurance company or similar entity that provides managed health care or related services similar to those provided by the Company or any of its affiliates.

B. Non-Solicitation. In addition, Executive agrees that, during the applicable Restricted Period following termination of Executive’s employment with the Company, Executive shall not, directly or indirectly, (i) solicit, interfere with, hire, offer to hire or induce any person, who is or was an employee of the Company or any of its affiliates at the time of such solicitation, interference, hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept employment by, or enter into a business relationship with, Executive or any other entity or person or (ii) solicit, interfere with or otherwise contact any customer or client of the Company or any of its affiliates.

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C. Modification of Restrictions. It is hereby further agreed that if any court of competent jurisdiction shall determine that the restrictions imposed in this Section 12 are unreasonable (including, but not limited to, the definition of Market Area or Competitor or the time period during which this provision is applicable), the parties hereto hereby agree to any restrictions that such court would find to be reasonable under the circumstances.

D. Injunction Rights. Executive also acknowledges that the services to be rendered by Executive to the Company are of a special and unique character, which gives this Agreement a peculiar value to the Company or any of its affiliates, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and that a material breach or threatened breach by Executive of any of the provisions contained in this Section 12 will cause the Company or any of its affiliates irreparable injury. Executive therefore agrees that the Company may be entitled, in addition to the remedies set forth above in this Section 12 and any other right or remedy, to a temporary, preliminary and permanent injunction, without the necessity of proving the inadequacy of monetary damages or the posting of any bond or security, enjoining or restraining Executive from any such violation or threatened violations.

13. Successors; Binding Agreement.

A. Survival Following Merger, Consolidation or Asset Transfer. This Agreement shall not be terminated by any merger or consolidation of the Company whereby the Company is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

B. Survivor’s Assumption of Agreement. The Company agrees that concurrently with any merger, consolidation or transfer of assets referred to in this Section 13, it will cause any successor or transferee to unconditionally assume, by written instrument delivered to Executive (or Executive’s beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such merger, consolidation or transfer of assets shall entitle Executive to compensation and other benefits from the Company in the same amount and on the same terms as Executive would be entitled hereunder if Executive’s employment were terminated without Cause. For purposes of implementing the foregoing, the date on which any such merger, consolidation or transfer becomes effective shall be deemed the date of termination.

C. Enforceability. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

14. Section 409(A) of the Internal Revenue Code. It is the intention of the Company and Executive that this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code, and the regulations and guidance promulgated thereunder.

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Notwithstanding anything to the contrary herein, if Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), any amounts (or benefits) otherwise payable to or in respect of Executive pursuant to Section 9 of this Agreement shall be delayed until the earliest date permitted by Section 409A(a)(2) of the Code. The Company and Executive agree to cooperate in good faith in an effort to comply with Section 409A of the Code including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that the Company shall not be required to assume any increased economic burden in connection with such amendment.

15. Company Policies. Executive’s employment with the Company is subject to the terms and conditions contained in the Company’s Associate Policy Manual (the “Policy Manual”), the content of which is incorporated by reference herein. Executive shall be required to read, understand and comply with the policies contained in the Policy Manual.

16. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected and the parties shall use their best efforts to find an alternative way to achieve the same result.

17. Integrated Agreement. This Agreement supersedes any prior agreements, representations or promises of any kind, whether written, oral, express or implied between the parties hereto with respect to the subject matters herein, including, but not limited to, the Prior Employment Agreement. It constitutes the full, complete and exclusive agreement between Executive and the Company with respect to the subject matters herein. This Agreement cannot be changed unless in writing, signed by Executive and the Chief Executive Officer of the Company and approved by the Board of Directors of the Company (or the Committee, if permitted by the Committee’s charter). The Company acknowledges and agrees that nothing contained herein shall be deemed to supercede, amend or otherwise modify the terms of the Indemnification Agreement dated December 17, 2004 between Executive and the Company.

18. Waiver. No waiver of any default hereunder shall operate as a waiver of any subsequent default. Failure by either party to enforce any of the terms or conditions of this Agreement, for any length of time or from time to time, shall not be deemed to waive or decrease the rights of such party to insist thereafter upon strict performance by the other party.

19. Notices. All notices and communications required or permitted hereunder shall be in writing and shall be deemed given (a) if delivered personally, (b) one (1) business day after being sent by Federal Express or a similar commercial overnight service, or (c) three (3) business days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the following addresses, or at such other addresses as the parties may designate by written notice in the manner aforesaid:

If to the Company: Health Net, Inc. 21650 Oxnard Street, 22nd Floor Woodland Hills, CA 91367 Attention: General Counsel

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If to the Executive: Karin D. Mayhew [ADDRESS] [ADDRESS]

20. Governing Law. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

21. Survival and Enforcement. Sections 3, 8, 9, 11, 12 and 13 of this Agreement and any rights and remedies arising out of this Agreement shall survive and continue in full force and effect in accordance with the respective terms thereof, notwithstanding any termination of this Agreement or Executive’s employment. The parties agree that the Company would be damaged irreparably in the event any provision of Sections 3, 12 and 13 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Therefore, the Company or its successors or assigns shall be entitled in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security).

22. Acknowledgement. Executive acknowledges that Executive has had the opportunity to discuss the content of this Agreement with and obtain advice from Executive’s attorney, have had sufficient time to and have carefully read and fully understood all of the provisions of this Agreement, and Executive is knowingly and voluntarily entering into this Agreement. Executive further acknowledges that Executive is obligated to become familiar with and comply at all times with all written policies of the Company.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.

Executive		Health Net, Inc.
By:	/s/ Karin D. Mayhew	By:	/s/ Jay M. Gellert
	Name: Karin D. Mayhew		Name: Jay M. Gellert
	Title:   Senior Vice President, Organization Effectiveness		Title:   President and Chief Executive Officer

cc: B. Curtis Westen

Debbie J. Colia/Karin Mayhew Personnel File

EXHIBIT A

Amendment to Second Amended and Restated 1991 Stock Option Plan

The Health Net, Inc. Second Amended and Restated 1991 Stock Option Plan (the “1991 Plan”) is hereby amended to delete paragraph 8 of the 1991 Plan in its entirety and to replace it with the following new paragraph 8:

“8. ACCELERATION OF OPTIONS AND RESTRICTED SHARES.

Notwithstanding any contrary waiting period or installment period in any Stock Option Agreement or any Restriction Period in any Restricted Shares Agreement or in the Restated 1991 Plan, each outstanding Option granted under the Restated 1991 Plan shall, except as otherwise provided in the applicable Stock Option Agreement, become exercisable in full for the aggregate number of shares covered thereby, and each Restricted Share, except as otherwise provided in the Restricted Shares Agreement, shall vest unconditionally, in the event (i) the Company shall consummate (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock are converted into cash, securities or other property, other than a Merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (c) the liquidation or dissolution of the Company, or (ii) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any Subsidiary) (A) shall purchase any Common Stock of the Company (or securities convertible into the Company’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, and (B) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire the Company’s securities), or (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period, or (iv) there occurs such other transactions involving a significant issuance of voting stock or change in the composition of the Board that the Board determines to be an accelerating event under this paragraph 8. Any transaction referred to in the foregoing clause (i) is herein called a Consummated Transaction, any purchase pursuant to a tender offer or exchange offer or otherwise as described in the foregoing clause (ii) is herein called a Control Purchase, the cessation of individuals constituting a majority of the Board as described in the foregoing clause (iii) is herein called a Board Change and such other transactions as described in the foregoing clause (iv) is herein called an “Other Accelerating Event”. The Stock Option Agreement and Restricted Shares Agreement evidencing Options or Restricted Shares granted under the Restated 1991 Plan may contain such provisions limiting the acceleration of the exercisability of Options and the acceleration of the vesting of Restricted Shares as provided in this paragraph 8 as the Committee deems appropriate to ensure that the penalty provisions of Section

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4999 of the Code, or any successor thereto in effect at the time of such acceleration, will not apply to any stock, cash or other property received by the Holder from the Company.”

The 1991 Plan is hereby further amended to delete all references to “Approved Transaction” in the 1991 Plan and to replace all such references with “Consummated Transaction.”

Amendment to 1997 Stock Option Plan

The Health Net, Inc. 1997 Stock Option Plan (the “1997 Plan”) is hereby amended to delete subsection 6.8(b) of the 1997 Plan in its entirety and to replace it with the following new subsection 6.8(b):

“(b) Definition of Change in Control. A “Change in Control” shall mean:

(i) Consummated Transaction. Consummation of (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock are converted into cash, securities or other property, other than a Merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (c) the liquidation or dissolution of the Company;

(ii) Control Purchase. The purchase by any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company or any employee benefit plan sponsored by an Employer) of any Common Stock of the Company (or securities convertible into the Company’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board and, after such purchase, such person shall be the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Section (d) of such Rule 13d-3 in the case of rights to acquire the Company’s securities);

(iii) Board Change. A change in the composition of the Board during any period of two consecutive years, such that individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or

(iv) Other Transactions. The occurrence of such other transactions involving a significant issuance of voting stock or change in the composition of the Board that the Board determines to be a Change in Control for purposes of the Plan.

The Agreement evidencing options or Restricted Stock granted under the Plan may contain provisions limiting the acceleration of the exercisability of options and the acceleration of the vesting of Restricted Stock as provided in this Section as the Committee deems appropriate to

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ensure that the penalty provisions of Section 4999 of the Code, or any successor thereto in effect at the time of such acceleration, will not apply to any stock, cash or other property received by the holder from the Company.”

Amendment to the 1998 Stock Option Plan

The Health Net, Inc. 1998 Stock Option Plan, as amended (the “1998 Plan”), is hereby further amended to delete subsection 6.8(b) of the 1998 Plan in its entirety and to replace it with the following new subsection 6.8(b):

“(b) Definition of Change in Control. A “Change in Control” shall mean:

(i) Consummated Transaction. Consummation of (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock are converted into cash, securities or other property, other than a Merger, or (b) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (c) the liquidation or dissolution of the Company;

(ii) Control Purchase. The purchase by any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company or any employee benefit plan sponsored by an Employer) of any Common Stock of the Company (or securities convertible into the Company’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board and, after such purchase, such person shall be the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Section (d) of such Rule 13d-3 in the case of rights to acquire the Company’s securities);

(iii) Board Change. A change in the composition of the Board during any period of two consecutive years, such that individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or

(iv) Other Transactions. The occurrence of such other transactions involving a significant issuance of voting stock or change in the composition of the Board that the Board determines to be a Change in Control for purposes of the Plan.

The Agreement evidencing Options or Restricted Stock granted under the Plan may contain such provisions limiting the acceleration of the exercisability of options and the acceleration of the vesting of Restricted Stock as provided in this Section as the Committee deems appropriate to ensure that the penalty provisions of Section 4999 of the Code, or any successor thereto in effect at the time of such acceleration, will not apply to any stock, cash or other property received by the holder from the Company.”

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EXHIBIT B

[FORM OF SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS]

This SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS (this “Separation Agreement and Release”) is made and entered into as of the dates set forth on the signature pages hereto by and between Health Net, Inc. and its affiliates and subsidiaries (hereinafter referred to as the “Company”) and [EXECUTIVE NAME] (hereinafter referred to as the “Executive”).

WHEREAS, the Company and Executive are parties to an Employment Agreement dated as of [DATE] (the “Employment Agreement”) and are entering into this Separation Agreement and Release as a condition to Executive’s receipt of a severance payment thereunder (capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement).

NOW, THEREFORE, the Company and Executive agree as follows:

1. Executive’s employment with the Company will terminate on [TERM DATE ] (the “Termination Date”). Upon termination of employment, Executive will not represent to anyone that he is an employee of the Company and will not say or do anything purporting to bind the Company. Upon Executive’s termination of employment, Executive shall be deemed to have resigned from all other positions with the Company, if any, held by Executive.

2. Executive’s termination of employment with the Company shall be considered a [DESCRIBE TYPE OF TERMINATION] under the Employment Agreement, and Executive is therefore eligible to receive [DESCRIBE PAYMENTS AND OTHER BENEFITS TO BE RECEIVED (SEVERANCE, BENEFIT CONTINUATION/COBRA, ETC.].

3. Executive acknowledges that all unused accrued vacation and unused personal absence time will be paid in Executive’s final regular paycheck in keeping with the Company’s policy and practice or such shorter time as may be required by applicable law. Executive further acknowledges that no further vacation/paid-time-off or other benefits will accrue after the Termination Date.

4. Executive’s participation in all Company employee benefit plans as an active employee shall cease on the Termination Date, and Executive shall not be eligible to make contributions to or to receive Company matching contributions under the Health Net, Inc. 401(k) Associate Savings Plan, or to make any deferrals pursuant to any deferred compensation plan of the Company after the Termination Date (it being understood that Executive shall be entitled to all vested benefits accrued as of the date hereof under the Company’s 401(k) Savings Plan and any deferred compensation plan). If, immediately prior to the Termination Date, Executive participates in any Company employee welfare benefit plan, Executive’s participation in such plan shall continue on the same terms and

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conditions, including the same co-payment terms, until 11:59 p.m. (Pacific Time) on the last day of the month in which the Termination Date occurs. In partial consideration of the Company providing Executive the payments and benefits set forth above and as a condition to receive such payments and benefits, which Executive acknowledges he is not otherwise entitled to receive, Executive freely and voluntarily enters into this Separation Agreement and Release and, by signing this Separation Agreement and Release, Executive, on his own behalf and on behalf of his heirs, beneficiaries, successors, representatives, trustees, administrators and assigns, hereby waives and releases the Company, and each of its past, present and future officers, directors, shareholders, employees, consultants, accountants, attorneys, agents, managers, insurers, sureties, parent and sister corporations, divisions, subsidiary corporations and entities, partners, joint venturers, affiliates, beneficiaries, successors, representatives and assigns, from any and all claims, demands, damages, debts, liabilities, controversies, obligations, actions or causes of action of any nature whatsoever, whether based on tort, statute, contract, indemnity, rescission or any other theory of recovery, including but not limited to claims arising under federal, state or local laws prohibiting discrimination in employment, including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1870, as amended, claims of disability discrimination under the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended (“ADEA”), the Worker Adjustment and Retraining Notification Act (“WARN”), or claims growing out of any legal restrictions on the Company’s right to terminate its employees and whether for compensatory, punitive, equitable or other relief, whether known, unknown, suspected or unsuspected, against the Company, including without limitation claims which may have arisen or may in the future arise in connection with any event which occurred on or before the date of Executive’s execution of this Separation Agreement and Release. The provisions in this paragraph do not extend to any rights Executive may have to enforce the terms of this Agreement and are not intended to prohibit Executive from filing a claim for unemployment insurance.

5. Executive expressly waives any right or claim of right to assert hereafter that any claim, demand, obligation and/or cause of action has, through ignorance, oversight or error, been omitted from the terms of this Separation Agreement and Release. Executive makes this waiver with full knowledge of his rights and with specific intent to release both his known and unknown claims, and therefore specifically waives the provisions of Section 1542 of the Civil Code of California or other similar provisions of any other applicable law, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Executive understands and acknowledges the significance and consequence of this Separation Agreement and Release and of such specific waiver of Section 1542, and expressly agrees that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands, obligations and causes of action herein above specified.

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6. Executive shall not initiate or cause to be initiated against the Company any compliance review, suit, action, investigation or proceeding of any kind, or voluntarily participate in same, individually or as a representative, witness or member of a class, under contract, law or regulation, federal, state or local, pertaining to any matter related to his employment with the Company, unless Executive first cooperates in making his allegations known to the Company for the Company to take corrective action at a time and place designated by the Company. Executive represents and warrants that he has not, to date, initiated (or caused to be initiated) any such review, suit, action, investigation or proceeding; provided, however, that nothing in this Section 7 shall restrict Executive’s ability to challenge the validity of any release herein of ADEA claims nor to any suit or action brought by Executive to assert such a challenge. In addition, Executive shall, without further compensation, cooperate with and assist the Company in the investigation of, preparation for or defense of any actual or threatened third party claim, investigation or proceeding involving the Company or its predecessors or affiliates and arising from or relating to, in whole or in part, Executive’s employment with the Company or its predecessors or affiliates for which the Company requests Executive’s assistance, which cooperation and assistance shall include, but not be limited to, providing testimony and assisting in information and document gathering efforts. In this connection, it is agreed that the Company will use its reasonable best efforts to assure that any request for such cooperation will not unduly interfere with Executive’s other material business and personal obligations and commitments.

7. Executive agrees he will return to the Company immediately upon termination any building keys, security passes or other access or identification cards and any Company property that was in his possession, including but not limited to any documents, credit cards, computer equipment, mobile phones or data files. Executive agrees to clear all expense accounts and pay all amounts owed on any corporate credit cards which the Company previously issued to Executive, subject to the Company’s obligation to reimburse Executive for any properly reimbursable business expenses in accordance with the Company’s expense policies and procedures then in effect.

8. Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Separation Agreement and Release, disclose, use, remove or copy any confidential, trade secret or proprietary information he acquired during the course of his employment by the Company, including without limitation, any technical, actuarial, economic, financial, procurement, provider, customer, underwriting, contractual, managerial, marketing or other information of any type that has economic value in the business in which the Company is engaged, but not including any previously published information or other information generally in the public domain.

9. In addition to any other part or term of this Separation Agreement and Release or the Employment Agreement, Executive agrees that he will not, (a) for a period of one (1) year from the date of this Agreement, irrespective of the reason for the termination, either directly or indirectly, on his own behalf or on behalf of any other person: (1) make known to any person, firm, corporation or other entity of any type, the names and addresses of any of the Company’s customers, enrollees or providers or any other information pertaining to them; or (2) disrupt, solicit or influence or attempt to solicit,

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disrupt or influence any of the Company’s customers, providers, vendors, agents or independent contractors with whom the Executive became acquainted during the course of employment or service for the purpose of terminating such a person’s or entity’s relationship with the Company or causing such a person or entity to associate with a competitor of the Company, and (b) for [a period of one (1) year] [the six (6) month period] following the Termination Date undertake any employment or activity prohibited by the Employment Agreement. The prohibitions of this paragraph are not intended to deny employment opportunities within the Executive’s field of employment but are limited only to those prohibitions necessary to protect the Company from unfair competition. In addition, Executive agrees that, for [a period of one (1) year] [the six (6) month period] following the Termination Date, he shall not, directly or indirectly solicit, interfere with, hire, offer to hire or induce any person, who is or was an employee of the Company or any of its affiliates at the time of such solicitation, interference, hiring, offering to hire or inducement, to discontinue his/her relationship with the Company or any of its affiliates or to accept employment by, or enter into a business relationship with, Executive or any other entity or person.

10. Executive further agrees that, in exchange for the consideration set forth in Section 2 hereof, Executive shall not make any disparaging comments and/or statements to anyone either orally or in writing about the Company and/or its employees.

11. Nothing contained herein shall be construed as an admission of any wrongful act, including but not limited to violation of any contract, express or implied, or any federal, state or local employment laws or regulations, and nothing contained herein shall be used for any purpose except in proceedings related to the enforcement of this Separation Agreement and Release.

12. If any part or term of this Separation Agreement and Release is held invalid or unenforceable by any court or arbitrator, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other part or term of this Separation Agreement and Release. In addition, if any court of competent jurisdiction construes the covenants contained in Section 10 hereof, or any part thereof, to be unenforceable in any respect, the court may reduce the duration or scope to the extent necessary so that the provision is enforceable, and the provision, as reduced, shall then be enforceable.

13. Executive agrees and acknowledges that this Separation Agreement and Release recites all payments and benefits Executive is entitled to receive hereunder and under the Employment Agreement, and that no other payments or benefits will be asserted or requested by Executive.

14. The Executive acknowledges that he has had an opportunity to consult and be represented by counsel of his own choosing in the review of this Separation Agreement and Release, and that he has been advised by the Company to do so, that the Executive is fully aware of this Separation Agreement and Release and of its legal effect, that the preceding paragraphs recite the sole consideration for this Separation Agreement and Release, and that Executive enters into this Separation Agreement and Release freely, without coercion, and based on the Executive’s own judgment and not in reliance upon any representation or promise made by the other party, other than those contained herein.

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There may be no modification of the terms of this Separation Agreement and Release except in writing signed by the parties hereto including an appropriately authorized officer of the Company.

15. This Separation Agreement and Release constitutes the full, complete and exclusive agreement between Executive and the Company with respect to the subject matters herein and supersedes any prior agreements, representations or promises of any kind, whether written, oral, express or implied, with respect to the subject matters herein. This Separation Agreement and Release cannot be changed unless in writing, signed by Executive and an authorized officer of the Company.

16. If there is any dispute between the Company and Executive over the terms or obligations under this Separation Agreement and Release, that dispute shall be resolved by binding arbitration before a single neutral arbitrator who shall be a retired judge. The arbitration shall proceed in accordance with the then-current rules of the Commercial American Arbitration Association to the extent not inconsistent with this Separation Agreement and Release. The judgment of the arbitrator shall be final, binding and nonappealable, and may be entered in any state or federal court having jurisdiction thereafter. The arbitrator shall be bound to apply and follow the applicable state or federal laws in reaching a decision in this matter. Any disagreement regarding whether a dispute is required to be arbitrated pursuant to this Separation Agreement and Release shall be decided by the arbitrator. The Federal Arbitration Act, 9 U.S.C. Sections 1-16, shall govern the interpretation and enforcement of this Section 17. The prevailing party will be entitled to recover reasonable attorney’s fees and costs incurred in any action to enforce or defend this Separation Agreement and Release.

17. This Separation Agreement and Release shall be construed and governed by the laws of the State of Delaware.

EXECUTIVE ACKNOWLEDGES BY SIGNING BELOW that (i) Executive has not relied upon any representations, written or oral, not set forth in this Separation Agreement and Release; (ii) at the time Executive was given this Separation Agreement and Release Executive was informed in writing by the Company that (a) Executive had at least 21 days in which to consider whether Executive would sign the Separation Agreement and Release and (b) Executive should consult with an attorney before signing the Separation Agreement and Release; and (iii) Executive had an opportunity to consult with an attorney and either had such consultations or has freely decided to sign this Separation Agreement and Release without consulting an attorney.

Executive further acknowledges that he may revoke acceptance of this Separation Agreement and Release by delivering a letter of revocation within seven (7) days after the later of the dates set forth below addressed to: Health Net, Inc., Organization Effectiveness Department, 21650 Oxnard Street, Woodland Hills, California 91367, Attention: General Counsel.

Finally, Executive acknowledges that he understands that this Separation Agreement and Release will not become effective until the eighth (8th) day following his signing this Separation Agreement and Release and that if Executive does not revoke his acceptance of the terms of this Separation Agreement and Release within the seven (7) day period following the date on which Executive signs this Separation Agreement and Release as set forth above, this Separation Agreement and Release will be binding and enforceable.

[Signature Page Follows]

B - 5

IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement and Release as of the dates set forth below.

Executive		Health Net, Inc.
By:	[EXHIBIT COPY]	By:	[EXHIBIT COPY]
	Name:		Name:
	Title:		Title:
Dated:	[TO BE INSERTED]	Dated:	[TO BE INSERTED]

B - 6

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jay M. Gellert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Health Net, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2006	/s/    JAY M. GELLERT
	Jay M. Gellert
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Anthony S. Piszel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Health Net, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2006	/s/    ANTHONY S. PISZEL
	Anthony S. Piszel
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Health Net, Inc. (the “Company”) for the quarterly period ended September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jay M. Gellert, as Chief Executive Officer of the Company, and Anthony S. Piszel, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/    JAY M. GELLERT        

Jay M. Gellert

Chief Executive Officer

November 7, 2006

/s/    ANTHONY S. PISZEL        

Anthony S. Piszel

Chief Financial Officer

November 7, 2006