Item 2.02. Results of Operations and Financial Condition.

On October 31, 2008, the Company issued a press release announcing its results of operations and financial condition for and as of the quarter and nine months ended September 30, 2008. A copy of the press release is attached hereto as Exhibit 99.1.
The attached press release includes a presentation of certain financial measures not computed in accordance with United States generally accepted accounting principles, or GAAP. The Company believes that the non-GAAP measures used in the release, when presented in conjunction with comparable GAAP measures, are useful to both management and investors in analyzing the Company's ongoing business and operating performance. These non-GAAP measures should be considered in addition to, but not as a substitute for, items prepared in accordance with GAAP that are presented in the release. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measure has been provided in the release. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit 99.1 Press Release issued by HealthSpring, Inc. dated October 31, 2008.

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