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): October 27, 2011 (October 27, 2011)
HEALTHSPRING, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-32739 |
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20-1821898 |
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(Commission
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(IRS Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 9009 Carothers Parkway |
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| Suite 501 |
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| Franklin, Tennessee
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37067 |
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Executive Offices)
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(Zip Code) |
(615) 291-7000
Registrant’s telephone number, including area code
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Conditions.
On October 27, 2011, HealthSpring, Inc., a Delaware corporation (the “Company”), issued a
press release announcing its results of operations and financial condition for and as of the
quarter ended September 30, 2011. 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 (“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 also been provided in the release.
The information furnished pursuant to this Item 2.02 of Form 8-K shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of
those sections.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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99.1
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Press Release issued by HealthSpring, Inc. dated October 27, 2011. |