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

Date of Report (Date of Earliest Event Reported): February 17, 2011



Health Net, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   1-12718   95-4288333

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

21650 Oxnard Street, Woodland Hills,


(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 February 17, 2011, members of Health Net, Inc.’s management team (the “Company”) expect to meet with investors and analysts in connection with the Company’s annual investor conference. During this meeting, the Company intends to address its prospects and historical performance, and will reaffirm the Company’s earnings guidance for the full year 2011, as previously announced in a press release issued on February 1, 2011, and will provide additional guidance metrics for the full year 2011. The Company will have an audio and video webcast of its presentation at the meeting at 8:30 a.m. (Eastern Time) on February 17, 2011 from the “Investor Relations – Presentations and Webcasts” section of its website at 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, 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, health care reform, including the ultimate impact of the Affordable Care Act, which could materially adversely affect the Company’s financial condition, results of operations and cash flows through, among other things, reduced revenues, new taxes, expanded liability, and increased costs (including medical, administrative, technology or other costs), or require changes to the ways in which the Company does business; rising health care costs; continued slow economic growth or a further decline in the economy; negative prior period claims reserve developments; trends in medical care ratios; membership declines; unexpected utilization patterns or unexpectedly severe or widespread illnesses; rate cuts affecting the Company’s Medicare or Medicaid businesses; costs, fees and expenses related to the post-closing administrative services provided under the administrative services agreements entered into in connection with the sale of the Company’s Northeast business; potential termination of the administrative services agreements by the service recipients should the Company breach such agreements or fail to perform all or a material part of the services required thereunder; any liabilities of the Northeast business that were incurred prior to the closing of its sale as well as those liabilities incurred through the winding-up and running-out period of the Northeast business; litigation costs; regulatory issues with agencies such as the California Department of Managed Health Care, the Centers for Medicare and Medicaid Services and state departments of insurance, including the continued

suspension of the marketing of and enrollment into the Company’s Medicare products for a significant period of time, which could have a material adverse impact on the Company’s Medicare business; operational issues; investment portfolio impairment charges; volatility in the financial markets; and general business and market conditions. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the “Risk Factors” section included within the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”), and the risks discussed in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly revise any of its forward-looking statements to reflect events or circumstances that arise after the date of this report.


Item 8.01. Other Events.

On February 17, 2011, the Company issued a press release with respect to its $300 million stock repurchase program. The press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1    Health Net, Inc. Presentation Slides for 2011 Investor Day Conference, dated February 17, 2011.
99.2    Press release dated February 17, 2011.


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.
February 17, 2011   By:  

/s/ Angelee F. Bouchard

    Name: Angelee F. Bouchard

Title: Senior Vice President, General

Counsel and Secretary