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
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Date
of Report (Date of earliest event reported):
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March
18, 2010
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Aetna
Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-16095
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23-2229683
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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151
Farmington Avenue, Hartford, CT
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06156
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
273-0123
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(Former
name or former address, if changed since last report.):
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Not
applicable
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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))
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
March 18, 2010, Aetna Inc. (“Aetna”) issued a press release announcing that
it will hold a conference call with investors on Friday March 19, 2010, at
8:30 a.m. Eastern Time rather than conduct an in-person meeting in New York City
as originally planned, due to
the current political environment. Aetna also announced that
during that call it will provide guidance on certain first quarter 2010 metrics
and reaffirm its previously disclosed full year 2010 operating earnings
per-share guidance of $2.55 to $2.65.(1) A
copy of that press release is furnished herewith as Exhibit 99.1 and hereby
incorporated in this Item 7.01 by reference.
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(1)
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Projected
operating earnings per share exclude any impact of health care reform,
which Aetna is not able to project. Projected operating
earnings per share also exclude any future net realized capital gains or
losses and other items, if any, from net income. Aetna is not
able to project the amount of future net realized capital gains or losses
and therefore cannot reconcile projected operating earnings to projected
net income or to a projected change in net income in any
period. Although the excluded items may recur, management
believes that operating earnings and operating earnings per share provide
a more useful comparison of Aetna’s underlying business performance from
period to period. Net realized capital gains and losses arise
from various types of transactions, primarily in the course of managing a
portfolio of assets that support the payment of
liabilities. However, these transactions do not directly relate
to the underwriting or servicing of products for customers and are not
directly related to the core performance of Aetna’s business operations.
In addition, management uses operating earnings to assess business
performance and to make decisions regarding Aetna’s operations and
allocation of resources among Aetna’s businesses. Operating
earnings is also the measure reported to the Chief Executive Officer for
these purposes. Projected operating earnings per share for the
full year 2010 assume approximately 430 million weighted average diluted
shares.
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CAUTIONARY
STATEMENT; ADDITIONAL INFORMATION -- -- The projections contained in this
report, including Aetna’s full year 2010 operating earning per-share and
weighted average diluted shares guidance, are forward-looking. Forward-looking
information is based on management's estimates, assumptions and projections, and
is subject to significant uncertainties and other factors, many of which are
beyond Aetna's control. Important risk factors could cause actual
future results and other future events to differ materially from those currently
estimated by management, including the outcome of the health care reform debate;
adverse and less predictable economic conditions in the U.S. and abroad
(including unanticipated levels of or rate of increase in the unemployment
rate); adverse changes in federal or state government policies or regulations as
a result of health care reform or otherwise (including legislative proposals
that would affect our business model and/or limit our ability to price for the
risk we assume and/or reflect reasonable costs or profits in our pricing and
other proposals, such as initiatives to mandate minimum medical benefit ratios
or eliminate or reduce ERISA pre-emption of state laws, that would increase
potential litigation exposure or mandate coverage of certain health benefits);
our ability to differentiate our products and solutions from those offered by
our competitors, and demonstrate that our products lead to access to better
quality of care by our members; unanticipated increases in medical costs
(including increased intensity or medical utilization as a result of the H1N1
flu, increased COBRA participation rates or otherwise; changes in membership mix
to higher cost or lower-premium products or membership-adverse selection;
changes in medical cost estimates due to the necessary extensive judgment that
is used in the medical cost estimation process, the considerable variability
inherent in such estimates, and the sensitivity of such estimates to changes in
medical claims payment patterns and changes in medical cost trends; increases
resulting from unfavorable changes in contracting or re-contracting with
providers, and increased pharmacy costs); failure to achieve desired rate
increases and/or profitable membership growth due to the slowing economy and/or
significant competition, especially in key geographic markets where membership
is concentrated; adverse changes in size, product mix or medical cost experience
of membership; adverse pricing or funding actions by federal or state government
payors; our ability to integrate, simplify, and enhance our existing information
technology systems and platforms to keep pace with changing customer and
regulatory needs; the ability to successfully integrate our businesses
(including acquired businesses) and implement multiple strategic and operational
initiatives simultaneously; managing CEO succession and retention of key
executive talent; the ability to reduce administrative expenses while
maintaining targeted levels of service and operating performance; the outcome of
various litigation and regulatory matters, including litigation concerning, and
ongoing reviews by various regulatory authorities of, certain of our payment
practices with respect to out-of-network providers; reputational issues arising
from data security breaches or other means; the ability to improve relations
with providers while taking actions to reduce medical costs and/or expand the
services we offer; increases in medical costs or Group Insurance claims
resulting from any epidemics, acts of terrorism or other extreme events; and a
downgrade in our financial ratings. For more discussion of important
risk factors that may materially affect Aetna, please see the risk factors
contained in Aetna's 2009 Annual Report on Form 10-K (the “2009 Annual Report”)
on file with the Securities and Exchange Commission (“SEC”). You also
should read the 2009 Annual Report for a discussion of Aetna's historical
results of operations and financial condition.
The
information in this Form 8-K shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or
otherwise subject to the liabilities of that Section, nor shall it be or be
deemed to be incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, regardless of any general incorporation language in
such filing.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is furnished herewith:
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99.1
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Press release of Aetna Inc. dated
March 18, 2010.
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SIGNATURES
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.
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Aetna
Inc.
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Date: March 18,
2010
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By:
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/s/
Rajan Parmeswar
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Name: Rajan
Parmeswar
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Title: Vice President, Controller
and Chief Accounting Officer
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
release of Aetna Inc. dated March 18,
2010.
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