8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 20, 2008

Health Net, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12718	95-4288333
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
21650 Oxnard Street, Woodland Hills, California		91367
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (818) 676-6000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On May 22, 2008, members of the management team of Health Net, Inc. (the “Company”) will be meeting with investors and analysts. During this meeting, the Company intends to address its prospects and historical performance, and reaffirm its earnings guidance for the full year 2008, as announced in a press release and conference call on April 30, 2008. A copy of the Company’s first quarter 2008 earnings press release was attached as Exhibit 99.1 to the Form 8-K furnished by the Company to the Securities and Exchange Commission (the “SEC”) on April 30, 2008. The Company will have a live audio webcast of its presentation at the meeting at 1:00 p.m. (Eastern Time) on May 22, 2008 from the “Investor Relations–Presentations and Webcasts” section of its website at www.healthnet.com. A replay of the Company’s presentation will be available on the Company’s website, and the Company’s slides for the presentation are attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

CAUTIONARY STATEMENT: Certain statements made in this report 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, that involve a number of risks and uncertainties. All statements, other than statements of historical information provided herein, may be deemed to be forward-looking statements. These statements are based on management’s analysis, judgment, belief and expectation only as of the date hereof, and are subject to uncertainty and changes in circumstances. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “may,” “should,” “could,” “estimate,” “intend” and other similar expressions are intended to identify forward-looking statements. Actual results could differ materially due to, among other things, rising health care costs, negative prior period claims reserve developments, trends in medical care ratios, unexpected utilization patterns or unexpectedly severe or widespread illnesses, membership declines, rate cuts affecting our Medicare or Medicaid business, issues relating to provider contracts, litigation costs, regulatory issues, operational issues, health care reform and general business conditions. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included within the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and the risks discussed in the Company’s other periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Health Net, Inc. Presentation Slides for Citi Global Health Care Conference, dated May 22, 2008.

2

SIGNATURES

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

	Health Net, Inc.
May 20, 2008	By:	/s/ Linda V. Tiano
		Name:	Linda V. Tiano
		Title:	Senior Vice President, General Counsel and Secretary

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EX-99.1

Citi Global Health Care Conference

Citi Global Health Care Conference

May 22,

2008

Exhibit 99.1

2

Cautionary Statement

Cautionary Statement

All statements in this presentation, other than statements of historical information, including but

not limited to the guidance for future periods included herein and the assumptions underlying

such projections, may be deemed to be forward-looking statements and as such are subject to

a number of risks and uncertainties. These statements are based on management’s analysis,

judgment, belief and expectation only as of the date of this presentation, and are subject to

uncertainty and changes in circumstances. Without limiting the foregoing, the guidance as to

expected future period results and statements including the words “believes,”

“anticipates,”

“plans,”

“expects,”

“may,”

“should,”

“could,”

“estimate,”

“intend”

and other similar expressions

are intended to identify forward-looking statements. Actual results could differ materially due to,

among other things, rising health care costs, negative prior period claims reserve

developments, trends in medical care ratios, unexpected utilization patterns or unexpectedly

severe or widespread illnesses, membership declines, rate cuts affecting our Medicare or

Medicaid business, issues relating to provider contracts, litigation costs, regulatory issues,

operational issues, health care reform and general business conditions. Additional factors that

could cause actual results to differ materially from those reflected in the forward-looking

statements include, but are not limited to, the risks discussed in the “Risk Factors”

section

included within the company's most recent Annual Report on Form 10-K filed with the SEC.

Readers are cautioned not to place undue reliance on these forward-looking statements. The

company undertakes no obligation to publicly revise its guidance, the assessment of the

underlying assumptions or any of its forward-looking statements to reflect events or

circumstances that arise after the date of this presentation.

3

Non-GAAP Measures

Non-GAAP Measures

This presentation includes quarterly and full year income statement

measurements

that

are

not

calculated

and

presented

in

accordance

with

Generally Accepted Accounting Principles. Audience participants should

refer to the reconciliation table available in the company’s first quarter 2008

earnings press release, available on the company’s Web site at

www.healthnet.com,

which

reconciles

certain

non-GAAP

financial

information to GAAP financial information.

Management believes that the non-GAAP financial information discussed in

this presentation is useful as it provides the audience a basis to better

understand the company’s results by excluding items that are not indicative

of our core operating results for the periods presented.

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Investment Thesis

Investment Thesis

Strength from diverse business base

–

Stable commercial book

–

Medicare growth

–

TRICARE and Medicaid opportunities

Margin improvement opportunities

–

Changing commercial mix

–

Operations strategy

Share repurchases continue

5

Company Profile

Company Profile

National health benefits company serving commercial and government

(Medicare, Medicaid and TRICARE) customers

Provide health care benefits to approximately 6.6 million individuals

across the country

Offer mental health and pharmacy benefit management services to

approximately 10.3 million individuals

2007 revenues of $14.1 billion and net income of $416.1 million*

Year-over-year net income and EPS growth**

Northeast

region:

CT, NJ, NY

Western

region:

AZ, CA,

OR, WA

*Excludes the impact of $222.4 million after-tax charges incurred in 2007

**Excludes the impact of $222.4 million after-tax charges incurred in 2007 and $31.6 million in after-tax

charges incurred in 2006

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Diverse Medical Membership Base

Diverse Medical Membership Base

Membership by Segment

(As of 3/31/08; in thousands)

Commercial

2,238

Medicare Advantage

276

Medicaid

829

Medicare PDP

522

TRICARE

2,895

Total

6,760

1Q08

Premium Revenue

Contribution

Commercial

52%

Medicare

24%

TRICARE

17%

Medicaid

7%

7

Commercial New Sales

Commercial New Sales

40,000

60,000

80,000

100,000

120,000

140,000

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

Targeted growth in the small and mid-size employer

group segments

Continue to diversify and refresh product portfolio

Leverage all distribution channels

8

Targeted Segment Growth

Targeted Segment Growth

0

100

200

300

400

500

600

700

800

900

1,000

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

HNCA Commercial Membership:

Large Group vs. Mid, Small and IFP Segments

HNCA

Commercial

Membership

(As of 3/31/08)

Large

535,000

Mid-Market

413,000

Small

and IFP

468,000

Medicare

Supplement

35,000

ASO

6,000

Commercial

1,457,000

Mid, Small & IFP Segments

Large Group Segment

9

Medicare Growth

Medicare Growth

0

50

100

150

200

250

300

350

400

450

500

550

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

Medicare PDP

Medicare Advantage

Medicare PFFS

445

485

491

499

564

584

604

615

798

Total Medicare

Membership

(in thousands)

2008 Outlook

+40-45%

Medicare PDP

+20-25%

Medicare

Advantage

10

Medicare Market Expansion Strategy

Medicare Market Expansion Strategy

Core States (CA, OR, AZ, NY, CT):  MAPD, PDP, PFFS (CA/CT/NY only)

Expansion States (TX, NM, HI, WA, MA, VA, NC, GA):  PDP, PFFS

PDP National Launch (all states): PDP-only states

11

Fully-insured Medicaid Opportunities

Fully-insured Medicaid Opportunities

Opportunities for growth through

geographic expansion and reform

$1.0 billion in annual revenue in 2007

829,000 members

Northeast:

New Jersey: 44,000 members in               

13 counties

California:

720,000 members

Medicaid in 10 counties

Healthy Families Program in 44 counties

State may expand Medicaid managed 

care program to 14 more counties

As of March 31, 2008

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Strong Federal Services Position

Strong Federal Services Position

TRICARE (Department of Defense)

North contract

1.8 million at-risk-eligible beneficiaries

550,000 active duty

600,000 Medicare-eligible beneficiaries

U.S. Department of Veterans Affairs (VA)

Claims

repricing

Community-based outpatient clinics

National DRG Audit and Recovery Services

Proud to Serve America’s Veterans

As of March 31, 2008

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Investment Thesis

Investment Thesis

Strength from diverse business base

–

Stable commercial book

–

Medicare growth

–

TRICARE and Medicaid opportunities

Margin improvement opportunities

–

Changing commercial mix

–

Operations strategy

Share repurchases continue

14

Changing Commercial Mix

Changing Commercial Mix

December 31, 2005

Membership

March 31, 2008

Membership

Large Group

Mid-market

Small Group/Individual

37%

35%

28%

Large Group

Mid-market

Small Group/Individual

48%

26%

26%

Note:  Represents HNCA membership mix only

15

Multiple systems

Inefficient ancillary systems

Enrollment and billing

Call centers

Aging technology

Reliant on manual processes and

workarounds

Multiple data warehouses

Inconsistent operational metrics

Redundant analytical functions

High cost locations

G&A Environment

G&A Environment

Result is higher G&A PMPM

than other key competitors

2006 Membership

Adjusted G&A PMPM*

National and Regional Players

*HNT Strategy Group Analysis

$20

$22

$25

$27

$15

$18

$21

$24

$27

$30

Low

Median

High

HNT

16

Investment for the Future

Investment for the Future

Additional labor

Consultants

Accelerated depreciation

Employee termination costs

Contract termination costs

Technology write-downs

IT systems migration

Outsourcing

IT systems migration

Outsourcing

Performance improvements and efficiencies

Year of Investment

2008

2008

$50 M in savings

2009

2009

$100 M in savings

2010

2010

17

Investment Thesis

Investment Thesis

Strength from diverse business base

–

Stable commercial book

–

Medicare growth

–

TRICARE and Medicaid opportunities

Margin improvement opportunities

–

Changing commercial mix

–

Operations strategy

Share repurchases continue

18

Share Repurchase Update

Share Repurchase Update

Announced additional $250 million in share

repurchase authority on October 30, 2007

Approximately $203 million in remaining authority

Repurchased approximately 33 million shares at an

average price of $35.18 since the inception of the

share repurchase program in May 2002

Repurchased 13 million shares                               

at an average price of $47.97                                  

since the company resumed                                      

its share repurchase program                                  

in November 2006

As of March 31, 2008

2008 Revised Outlook

2008 Revised Outlook

Year-end Membership

Commercial Risk: -3 to -4%

Medicaid: flat

Medicare Advantage:+20-25%

PDP:  +40-45%

Previously: flat to -1%

Consolidated Revenues

$15 -

$16 billion

Commercial Yields

~ 8.0%

Commercial Health Care          

Cost Trends*

~ 8.0%

(Includes prior period development               

booked in 1Q08)

Previously: 30 to 50 bps

lower than premium yield

Selling Cost Ratio

~ 2.8%

Government Contracts Ratio

~ 94.5%

G&A Expense Ratio*

~ 10%

Tax Rate*

~ 39.5%

Previously: 38.5%

Shares Outstanding

105.5 -

107 million

Previously: 108 -

110 million

EPS*

$3.45 -

$3.55

Previously: $4.14 -

$4.17

*Excludes the impact of litigation and operations strategy-related charges.

Guidance

Comment

19

20

Stable networks

Solid commercial

franchises with

expanding margins

Growing and

diversified government

business

Excellent near-

and

long-term earnings

prospects

Medicare

TRICARE

Medicaid and the

uninsured

Low-cost products

Behavioral health

opportunities

Well-Positioned for Potential Change

Well-Positioned for Potential Change

Positioned for Growth

Positioned for Growth

Positioned to Respond to

Environmental Changes

Positioned to Respond to

Environmental Changes

21

Investment Thesis

Investment Thesis

Strength from diverse business base

–

Stable commercial book

–

Medicare growth

–

TRICARE and Medicaid opportunities

Margin improvement opportunities

–

Changing commercial mix

–

Operations strategy

Share repurchases continue

Citi Global Health Care Conference 

Citi Global Health Care Conference