The third quarter 2009 GAAP results include the effect of two pretax charges:

1. $170.6 million in noncash charges for the impairment of goodwill and other assets related to the pending sale of the company's Northeast division; and

2. $19.5 million related to the company's operations strategy that is designed to reduce general and administrative (G&A) expenses.

Both of these charges were offset by a favorable $0.6 million litigation reserve true-up. A reconciliation of non-GAAP financial measures on the income statement is included with this press release.

Excluding the impact of the charges, net income in the third quarter of 2009 was $69.6million, or $0.67 per diluted share. Net income in the third quarter of 2008 was $37.8 million, or $0.35 per diluted share, excluding the impact of a $17.1 million pretax charge related to the company's operations strategy and a $14.6 million pretax charge for impairment of the company's investments.

"We are pleased with our third quarter results. Cash flow was strong, and the balance sheet is solid," said Jay Gellert, president and chief executive officer of Health Net, Inc. "In addition, while we continue to produce strong new commercial sales in targeted segments and products in our Western health plans, overall commercial enrollment decreased due to in-group losses driven by the economy. Also, our Medicare plans continue to meet expectations, and we are reducing our administrative costs."

On July 20, 2009, Health Net announced that it had entered into a definitive agreement with UnitedHealthcare for the sale of Health Net's Northeast health plan subsidiaries and membership renewal rights. The regulatory approval process for the Northeast transaction is proceeding as expected. The transaction is currently expected to close by year-end 2009 or early 2010.

Membership

Total health plan enrollment as of September 30, 2009 was approximately 3.6 million members, a decrease of 144,000 members, or 3.8 percent, compared with September 30, 2008. Sequentially, total health plan enrollment decreased by 21,000 members, or 0.6 percent, from June 30, 2009.

Total commercial risk enrollment decreased by 166,000 members, or 8.0 percent, to approximately 1.9 million members as of September 30, 2009 compared with September 30, 2008. Sequentially, commercial risk enrollment decreased by 49,000 members, or 2.5 percent, from June 30, 2009.

"Our Western health plans produced new commercial sales of 35,000 members in the third quarter, with more than 24,000 of these new members in California's narrow-network, lower-cost products," said Jim Woys, Health Net's chief operating officer. "Overall commercial enrollment declined due to persistent pressures from the economic downturn."

Enrollment in the company's Medicare Advantage plans decreased by 7,000 members, or 2.4percent, to 286,000 members at the end of the third quarter of 2009 compared with the end of the third quarter of 2008. Sequentially, Medicare Advantage membership increased by 2,000 members, or nearly 1.0 percent, from June 30, 2009.

Membership in the company's Medicare PDP plans was 466,000 at the end of the third quarter of 2009, a decrease of 72,000 members, or 13.4 percent, compared with the end of the third quarter of 2008. Sequentially, PDP membership increased by 8,000 members, or 1.7 percent, from June 30, 2009.

Medicaid enrollment at September 30, 2009 was 894,000 members, an increase of 106,000 members, or 13.5 percent, from September 30, 2008. Sequentially, Medicaid membership increased by 16,000 members, or 1.8 percent, from June 30, 2009. Both the quarter-over-quarter and sequential increases in Medicaid enrollment were the result of the economic downturn that causes the Medicaid-eligible population to increase.

Revenues, Health Care Costs and G&A Expenses

Health Net's total revenues increased 3.9 percent in the third quarter of 2009 to approximately $4.0billion from $3.8 billion in the third quarter of 2008. Health plan services premium revenues increased approximately 3.1 percent to nearly $3.2 billion in the third quarter of 2009 compared with approximately $3.1billion in the third quarter of 2008.

The company's Government contracts revenues increased 4.7 percent in the third quarter of 2009 to $758.5 million from $724.3 million in the third quarter of 2008. The increase was the result of Option Period 6 pricing for the company's TRICARE contract and continued growth in the Military and Family Life Consultant (MFLC) contract that is administered by the company's behavioral health subsidiary, Managed Health Network. Sequentially, revenue decreased 8.8 percent from the second quarter of 2009 primarily as a result of lower estimates of health care costs related to Option Periods 5 and 6 and a change to TRICARE payment policies that align with Medicare payment practices.

The health plan services medical care ratio (MCR) was 86.4 percent in the third quarter of 2009 and 87.5 percent in the third quarter of 2008.

The commercial MCR was 87.0 percent in the third quarter of 2009 compared with 86.7 percent in the third quarter of 2008. Excluding the litigation reserve true-up benefit in the third quarter of 2009, the commercial MCR would have been 40 basis points higher than the commercial MCR in the third quarter of 2008, or 87.1 percent.

Commercial premium yields per member per month (PMPM) increased by 7.6 percent in the third quarter of 2009 compared with the third quarter of 2008. Total commercial health care costs PMPM increased 8.0 percent in the third quarter of 2009 compared with the third quarter of 2008.

"Commercial health care costs in the quarter were adversely affected by higher utilization related to the H1N1 flu virus, COBRA-related utilization and higher-than-expected trends in our Northeast plans," said Woys. "We are encouraged that the commercial MCR in our Western states improved substantially in the third quarter of 2009 compared to the third quarter of 2008."

Health Net's Medicare plans continued to perform consistent with expectations in the third quarter of 2009. The Medicare Advantage and Part D MCRs improved in the third quarter of 2009 compared with the third quarter of 2008.

The Government contracts cost ratio was 94.4 percent in the third quarter of 2009 compared with 95.0 percent in the third quarter of 2008 and 95.1 percent in the second quarter of 2009. "The improvement in the Government contracts cost ratio was due to an increase in MFLC volume and lower health care cost trends in the third quarter," said Woys. "For 2009, we expect this ratio to be at the low end of our previous guidance of 95.0 percent to 95.5 percent."

On a GAAP basis, G&A expense was $319.5 million in the third quarter of 2009 compared with $294.2 million in the third quarter of 2008. On an adjusted basis1, G&A expense was approximately $300.0 million in the third quarter of 2009 compared with $277.0 million in the third quarter of 2008. This increase was primarily due to premium taxes and regulatory fees.

On an adjusted1 basis, Health Net's G&A expense ratio in the third quarter of 2009 increased 40 basis points compared with the third quarter of 2008.

Health Net's selling expenses of $83.3 million in the third quarter of 2009 decreased by approximately $10.0 million compared with the third quarter of 2008, primarily a result of a decrease in commercial membership during the past 12 months.

Balance Sheet

As a result of the pending sale of the company's Northeast health plans, assets and liabilities relating to the Northeast business have been reclassified to either "assets held for sale" or "liabilities held for sale" on the company's consolidated balance sheet. A supplemental balance sheet showing the impact of these reclassifications is included with this press release.

Cash and investments as of September 30, 2009 were approximately $1.8 billion compared with approximately $2.2 billion as of September 30, 2008, and $2.1 billion as of June 30, 2009. Reserves for claims and other settlements as of September 30, 2009 were $951.8 million compared with $1.3 billion as of September 30, 2008. All of these amounts reflect the reclassifications noted above.

Days claims payable (DCP), including provider and other claims settlements and charges, capitation payments and Medicare Part D expenses, for the third quarter of 2009 decreased by 5.3 days to 41.0 days compared with 46.3 days in the third quarter of 2008, and decreased sequentially by 2.1days compared with the second quarter of 2009.

On an adjusted2 basis, DCP in the third quarter of 2009 decreased by 2.2 days to 50.5days compared with the third quarter of 2008, and decreased by 3.7 days sequentially. The sequential decline is primarily due to the timing of the company's check-runs. At September 30, 2009, the amount of claims processed but waiting for the weekly check-run decreased by $48.0 million from June 30, 2009. Reserves for incurred but not reported (IBNR) health care costs were stable in the third quarter of 2009 compared to the second quarter of 2009.

The company's debt-to-total capital ratio was 25.8 percent as of September 30, 2009 compared with 27.6 percent as of September 30, 2008 and 25.2 percent as of June 30, 2009.

Cash Flow

Operating cash flow was $154.4 million in the third quarter of 2009 and was affected by the company's receipt of only two of three monthly Medi-Cal payments. The company received the third payment of $64.8 million in early October 2009.

"We received $165.0 million in Medicare risk adjuster payments in the third quarter of 2009 as expected," said Joseph Capezza, Health Net's chief financial officer. "Therefore, we continue to believe that operating cash flow for the full year of 2009 will be approximately $325 million to $350 million if we receive all 12 monthly Medi-Cal payments in calendar year 2009."

2009 Guidance

Including the impact of $100 million to $110 million in expected operations strategy-related pretax charges and additional charges related to the pending sale of the Northeast business the company expects to take in 2009, Health Net expects 2009 full-year GAAP earnings per diluted share of $0.51 to $0.56 based on expected diluted weighted average shares of 104 to 105 million shares. The company lowered the top end of its earnings guidance range by $0.05 per diluted share due to anticipated health care cost pressures in the fourth quarter of 2009 from higher utilization due to the H1N1 flu virus and continued expansion of its COBRA membership. Therefore, the company expects full-year 2009 earnings per diluted share of $2.25 to $2.30, excluding the impact of charges.

The company recorded $170.6 million in goodwill and other impairments in the third quarter of 2009 and expects to record additional impairments in the fourth quarter of 2009. The company continues to evaluate the impact of the potential sale of the Northeast business on its 2009 financial results, including potential loss on sale of the Northeast business, tax benefits, severance costs, other transaction-related costs and operating costs that will be incurred during the transition period following the close of the transaction.

The table on the following page updates previously issued full-year 2009 guidance.

                                                                                                                                                                                                                                                                                                                                                                               
 Metric                                                                 2009 Guidance                                                                                                                                                                                                                                                                                          
 Year-end Membership                                                    Commercial Risk: -- 6% to -- 7% (previously -- 3% to -- 5%) Medicaid: +10% to +12% (previously +6% to +8%) Medicare Advantage: -- 1% to -- 2% PDP: -- 13% to -- 15% (previously -- 15% to -- 20%)                                                                                                      
 Consolidated Revenues                                                  $15.5 billion to $16.0 billion                                                                                                                                                                                                                                                                         
 Commercial Yields                                                      ~ 8.0% (previously ~ 7.5% -- 8.0%)                                                                                                                                                                                                                                                                     
 Commercial Health Care Cost Trends                                     ~ 8.0% (previously ~ 7.0 -- 7.5%)                                                                                                                                                                                                                                                                      
 Selling Cost Ratio Government Contracts Ratio G&A Expense Ratio((a))   ~ 2.9% ~ 95.0% to 95.5% ~ 9.6% to 9.8%                                                                                                                                                                                                                                                                 
 Tax Rate((a))                                                          38.3% to 38.5% (previously 38.5% to 38.7%)                                                                                                                                                                                                                                                             
 Weighted-average Fully Diluted Shares Outstanding                      104 million to 105 million                                                                                                                                                                                                                                                                             
 GAAP EPS((b)) Non-GAAP EPS((a))                                        $0.51 to $0.56 (previously $1.85 to $2.10) $2.25 to $2.30 (previously $2.25 to $2.35)                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                               
 ((a)) Excludes the impact of expected operations strategy-related charges of $100 million to $110 million in 2009.                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                               
 ((b) )The company is currently evaluating the impact of the potential sale of the Northeast business on its 2009 financial results, including potential loss on sale of the Northeast business, tax benefits, severance costs, other transaction-related costs and operating costs that will be incurred during the transition period following the close of the transaction. 
                                                                                                                                                                                                                                                                                                                                                                               


-------------------------------------------------------------------------------

Conference Call

As previously announced, Health Net will discuss the company's third quarter 2009 results during a conference call on Tuesday, November 3, 2009, beginning at approximately 11:00 a.m. Eastern time. The conference call should be accessed at least 15 minutes prior to its start with the following numbers:

     866.393.1637 (Domestic)           800.642.1687 (Replay -- Domestic)      
     706.643.5711 (International)      706.645.9291 (Replay -- International) 


-------------------------------------------------------------------------------

An access code is required for both the live conference call and the replay. The access code is 31753874. A replay of the conference call will be available through 12.00 a.m. Eastern time on November 8, 2009. A live webcast and replay of the conference call also will be available at www.healthnet.com under "Investor Relations." The conference call webcast is open to all interested parties. Anyone listening to the company's conference call will be presumed to have read Health Net's Annual Report on Form 10-K for the year ended December 31, 2008, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, and June 30, 2009, and other reports filed by the company from time to time with the Securities and Exchange Commission.

About Health Net

Health Net, Inc. is among the nation's largest publicly traded managed health care companies. Its mission is to help people be healthy, secure and comfortable. The company's health plans and government contracts subsidiaries provide health benefits to approximately 6.6million individuals across the country through group, individual, Medicare, Medicaid and TRICARE and Veterans Affairs programs. Health Net's behavioral health subsidiary, MHN, provides mental health benefits to approximately 6.5 million individuals in all 50 states. The company's subsidiaries also offer managed health care products related to prescription drugs, and offer managed health care product coordination for multi-region employers and administrative services for medical groups and self-funded benefits programs.

For more information on Health Net, Inc., please visit the company's Web site at www.healthnet.com.

Cautionary Statements

All statements in this press release, other than statements of historical information provided herein, 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 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, any failure to close the pending sale of our Northeast business; costs, fees and expenses related to the pending sale and proposed post-closing administrative services; potential termination of our TRICARE North operations; rising health care costs; a continued decline in the economy; negative prior period claims reserve developments; investment portfolio impairment charges; volatility in the financial markets; trends in medical care ratios; unexpected utilization patterns or unexpectedly severe or widespread illnesses; membership declines; rate cuts affecting our Medicare or Medicaid businesses; litigation costs; regulatory issues; operational issues; health care reform; and general business and market conditions.