Good morning and welcome to the HealthSpring Conference Call to review its financial results for the first quarter ended March 31, 2009. The financial results were issued before the opening of market trading today. If you did not receive a copy of the press release, you may find a copy under the Investor Relations tab on the HealthSpring website, www.healthspring.com. Before we begin, HealthSpring wishes to express that some statements made in this call will be forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual performance of the company may differ from that projected in such statements. Investors should refer to statements regularly filed by the company with the Securities and Exchange Commission for a discussion of those factors that could affect the company's operations and the forward-looking statements made in this call. The information being provided today is as of this date only, and HealthSpring expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any changes in expectations. In addition, certain non-GAAP financial measures may be covered in this presentation. These non-GAAP measures are reconciled to the most comparable GAAP measures in the press release, or on the company's website. At this time, I'll turn the call over to Mr. Herbert Fritch, Chairman and Chief Executive Officer of HealthSpring.

Welcome to HealthSpring's 2009 first quarter earnings call. Despite all of the political rhetoric surrounding Medicare reform and 2010 Medicare Advantage rates, we have had a good start to what we hope will be a strong 2009 for HealthSpring. I will add more on the political front later but first let me report on the main drivers of our first quarter results. Both Medicare Advantage and PDP membership are up. Our Medicare Advantage membership in the May payment report was 179,509, which is a substantial increase over the 162,000 members we had at year end. The May payment report is the best reflection of our membership as of the end of the annual open enrollment and election periods. This increase in membership was our best since lock-in was adopted in 2006, not only reflects our well designed and enthusiastic sales and marketing efforts, but also stands a good indicator of the relative attractiveness of our plan products as compared to our competitor products. Perhaps even more significant, our disenrollment rates declined year-over-year, thus further supporting strong net enrollment growth. With the significant headwinds from member sales and marketing restrictions, we believe the membership growth demonstrates Medicare beneficiaries perceive value in Medicare Advantage plans benefits, which we believe is becoming more important in these troubling economic times. For these reasons we believe we will continue to see growth in membership during lock-in as we market to agents, dual-eligibles, and persons qualifying for our special needs plans. At this point we are optimistic that we may be able to meet or exceed the high end of our prior membership guidance of 182,000 members. On the PDP side our May membership was 290,955 as compared with 282,000 members at year end. This increase is more impressive when you take into account that we…

We were pleased with our performance for the quarter and believe it bodes well for a strong 2009. Our reported quarterly net income of $20.6 million, or $0.38 per share, increased 31.4% and 35.7% respectively over the first quarter of 2008 when you adjust the prior year's quarter to exclude out of period risk adjustment payments. As a reminder, our results in 2008 included significant out of period risk adjustment settlement payments related to the 2007 plan year. The 2008 first quarter included $12.0 million of additional premium revenue estimated for 2007 final retroactive risk adjustment settlements with CMS. This adjustment had a favorable impact on net income of $5.3 million, or $0.09 per dilute share, in the year-ago quarter. In comparison, the accrual for 2008 final retroactive risk settlements in the 2009 first quarter was not significant. As we reported in our 2008 year end earnings call, the as-adjusted 2008 financials will beat a comparison for our 2009 earnings and guidance as we believe that the magnitude of these out-of-period adjustments should diminish significantly in 2009. Moving to the specifics, we reported 175,138 Medicare Advantage members at the end of the first quarter, reflecting year-to-date growth of 8.1% and year-over-year growth of 14.8%. Growth during the 2009 open enrollment period was significantly better than we expected and member retention rates have improved year-over-year. During the first quarter we added approximately 13,000 net new members. PDP membership stands at 286,810, up 11.2% year-over-year and 1.6% year-to-date. As Herb pointed out, despite losing seven of our PDP regions in 2009, PDP membership remains robust. Total revenue in the first quarter was $646.1 million, an increase of $93.4 million, or 16.9%, versus the prior year first quarter. Medicare Advantage revenue was up 17.9%, or $82.1 million, to $541.4 million. Primary drivers of…

(Operator Instructions) Your first question comes from Shelly Knowle for Daryn Miller - Goldman Sachs.

Was there any commercial revenue or commercial medical expense in the quarter?

There was commercial revenue and expense. It's become totally insignificant so we have ceased reporting that as a separate line item. Very, very insignificant.

And on the in-patient utilization, could you talk a little bit more about what you are seeing, update us on the trends relative to what you were seeing in the back half of last year.

I think in general we saw a lighter flu season so admit rates were down. We are seeing somewhat of an uptick in the acute levels, driving a little higher cost per admission rate.

And on PDP utilization, is that coming in better than expected?

I would say coming in about as expected.

Your next question comes from Tom Carroll - Stifel Nicolaus.

You mentioned our medical expense, PMPM, earlier in the year you mentioned that you expected it to go up. Maybe give us some details on really what's driving it. And then secondly, just a point of clarification. Did you indicate that you expect to have a zero premium product in all of your markets in 2010?

Pretty much. I mean, I don't know, we haven't finalized bids to know if that's true in all segments of all markets, but for the most part yes. The medical trends are always a combination of unit price increases, which are largely tied to Medicare, in combination with some acute increases and new drugs, new products, that kind of thing. I don't think anything really abnormal or unusual there, but it's always a little bit of something. I mean, I think the biggest challenges tend to be on the outpatient and ancillary side in the hospital run.

Your next question comes from Justin Lake – UBS. Justin Lake – UBS: First question on risk adjustment payment. Herb, this was the first first quarter I can remember that you didn't have any real impact from the benefit of kind of an updated risk scores. Should we read anything into that from a perspective of the continued potential to improved coding, especially given what CMS is doing on the risk adjustment payments?

I'll take that. No, I don't think you should read anything into it. It really relates to over the past couple of years, if you remember, we've transitioned from totally cash basis on these to then we went to accruing mid-year and ultimately went to accruing final. As we eased into it, we started very conservatively accruing and then we worked very hard throughout both years trying to get our methods as close to accruing for everything we were aware of and all of the submissions. Where we've really gotten to in 2008 and going into 2009 is we really think that our accrual methods will really be absent the mid-year update. We are looking at all the submissions to CMS and we are accruing pretty close to where we expect it to come out. Justin Lake – UBS: So what you would say there is then that you are still getting a relatively similar benefit. You're just accruing more [inaudible].

Correct. It's more accounting than the experience itself. Justin Lake – UBS: And Herb, you did mention on the ability to keep premiums at close to zero or at zero going forward, anything you can tell us as far as where you kind of think your cost trend is, how much you think you need to cut benefits, and how should we think about the MLR impact. Our maybe even for 2010 and even as we go beyond, how much of excess benefit do you think is out there that you are comfortable lowering before you would think that you would have to go in and lower those, maybe potentially have to accept lower margins, higher MLRs.

I think we still have room to add some co-pays cost share. We are looking at everything that is very market- and product-specific so I know some of the markets are looking at a little narrower networks that perform a little better and we still have the ability to add some premiums, that should be pretty modest in the future. We are hoping we don't have to do that in 2010. One of the benefits of this position fee cut is that we expect we will get a little retrospective bump in 2011 from that. That should help with any potential decrease due to movements to parity and soften those a little bit for 2011. But there is still room in most markets and most products to add some cost sharing and still have a benefit that is of value to the seniors. At least certainly compared to the option of buying a supplement. Justin Lake – UBS: So it sounds like you are indicating not only that premiums will be relatively flat or at around zero, but also that you don't expect much, at least for 2010, much of a margin impact. You think you will be able to pass it through on the benefit line?

Yes. I mean, our benefits, clearly they'll be higher cost sharing, fewer supplemental benefits. So I mean, I think the impact on cost sharing and supplemental in and of itself will be fairly dramatic. I mean, we are still running mid-single digit trends. So you are going to have to offset something like that in terms of these reductions and supplemental and increased cost sharing. But so far I think we think we can do that.

Your next question comes from Chris Carter for Charles Boorady – Citigroup. Chris Carter for Charles Boorady – Citigroup: Could you discuss your capital deployment strategy for the rest of the year? I know you didn't repurchase any shares this quarter. I don't know if you're planning for the rest of the year, but maybe you could discuss that a little bit.

Where we are on share repurchase is we had a $50.0 million share repurchase which was open and actually expires at the end of June 2009. That share repurchase was actually carved out when we did the debt related to the original Leon transaction. So it was a basket that we had within that credit agreement. To do additional share repurchase requires an amendment to our credit agreement and then of course would take the authorization of the Board. We are constantly in communication with our banks and talking to them about that.

Your next question is a follow-up from Tom Carroll - Stifel Nicolaus.

Regarding the shares in escrow, I think there were 2.7 million shares related to the building out of some Living Well centers. Could you give us an update on that? I think that was to hit in 2009?

Currently they are due to come out of escrow and go into the share account in the fourth quarter. The event that will cause them to come out of escrow is getting the two centers open and up for business and currently the Leons are tracking towards that expectation. They would go into the share account in Q4.

And I have the number right? 2.7 million.

2.8 million I think.

There are no further questions in the queue.

Thanks for attending the call and we look forward to the call next quarter.

This concludes today’s conference call.