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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January 12,
2009
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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 2 – Financial
Information
Item 2.02 Results of
Operations and Financial Condition.
On January
12, 2009 at 1:30 p.m. Eastern time (10:30 a.m. Pacific time), Ronald A.
Williams, Chairman and Chief Executive Officer of Aetna Inc. (“Aetna”) will
provide a presentation at the J. P. Morgan Healthcare Conference. Mr.
Williams also will meet with investors and analysts after the
presentation. A copy of Aetna’s presentation is furnished herewith as
Exhibit 99.1, and the information in the presentation as to Aetna’s projected
2008 results of operations and financial condition is hereby incorporated by
reference in this Item 2.02.
During the presentation and
the subsequent meetings, Aetna intends to update its full-year 2008
guidance, including reaffirming its previously disclosed projected
full-year 2008 operating earnings of $3.90 to $3.95 per
share.1 Aetna also will update its preliminary guidance on certain 2009 performance
metrics, including full-year 2009 operating earnings per share. Aetna
currently projects full-year 2009 operating earnings per
share growth to be 12% to 14% excluding the projected year-over-year increase in pension expense,
consistent with Aetna's prior guidance. Including the projected
year-over-year increase in pension expense of $.54 per share, Aetna projects full-year 2009 operating earnings per
share to be slightly lower than 2008. Aetna’s projected 2008 operating earnings per share
include approximately $.15
per share of pension benefit. As a result of the significant decline in
equity markets experienced during 2008, Aetna’s projected 2009 operating earnings per
share include a pension
expense of approximately $.39 per share, or a projected year-over-year increase
of $.54 per share. Aetna’s previous guidance provided on
October 29,
2008, included a
year-over-year increase in pension expense range of $.30 to
$.40 per share; but since that time, the equity markets and
interest rates have declined, resulting in an additional increase in
Aetna’s net pension obligations as of the
December 31,
2008 measurement
date.
The
presentation will be accessible on Aetna’s Investor Information link at
www.aetna.com/investor. A webcast replay will be available on that
web site, beginning approximately two hours after the event, for 14
days.
1
Projected full-year 2008 operating earnings per share exclude after tax net
realized capital losses of $232.0 million, the release of reserves for
anticipated future losses on discontinued products of $28.5 million, after-tax,
and an allowance against a reinsurance recoverable from Lehman Re of $27.4
million after tax reported by the Company in the nine months ended September 30,
2008. Projected operating earnings per share also exclude from net
income any net realized capital gains or losses and other items occurring after
September 30, 2008. The Company is not able to project the amount of
future net realized capital gains or losses or other items and cannot therefore
reconcile projected operating earnings per share in any period to projected net
income per share.
CAUTIONARY
STATEMENT -- Certain information in this Form 8-K and the furnished presentation
are forward-looking, including our current estimates and projections as to
operating earnings per share, medical membership, health care revenue, medical
benefit ratios, medical cost trend, operating expense ratio, pension benefit or
expense, 12/31/08 statutory surplus, 12/31/08 debt to capital ratio, 12/31/08
risk based capital ratios, generation of excess capital, need to raise
additional capital, ability to hold assets to maturity and investment portfolio
declines/losses. 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
adverse economic conditions in the U.S. and abroad which can significantly and
adversely affect Aetna’s business and profitability; continued volatility and
further deterioration of the U.S. and global capital markets, including
fluctuations in interest rates, fixed income and equity prices and the value of
financial assets, along with the general deterioration in the commercial paper,
capital and credit markets, which can adversely impact the value of Aetna’s
investment portfolio, Aetna’s profitability by reducing net investment income
and/or Aetna’s financial position by causing us to realize additional
impairments on our investments; 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 pricing or funding actions by federal or state government
payors; and unanticipated increases in medical costs (including increased
medical utilization, increases resulting from unfavorable changes in contracting
or re-contracting with providers, increased pharmacy costs, changes in
membership mix to lower-premium or higher-cost products or membership-adverse
selection; as well as 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). Other important risk factors include, but are not limited to:
adverse changes in size, product mix or medical cost experience of membership;
adverse changes in federal or state government policies or regulation (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 eliminate or
reduce ERISA pre-emption of state laws, that would increase potential litigation
exposure or mandate coverage of certain health benefits); the ability to reduce
administrative expenses while maintaining targeted levels of service and
operating performance; the ability to improve relations with providers while
taking actions to reduce medical costs and/or expand the services we offer; the
ability to
successfully integrate our businesses (including acquired businesses) and
implement multiple strategic and operational initiatives simultaneously; our
ability to integrate, simplify, and enhance our existing information technology
systems and platforms to keep pace with changing customer and regulatory needs;
the outcome of various litigation and regulatory matters, including litigation
and ongoing reviews of business practices by various regulatory authorities
(including the current industry-wide investigation by the New York Attorney
General into certain payment practices with respect to out-of-network
providers); reputational issues arising from data security breaches or other
means; and increases in medical costs or Group Insurance claims resulting from
any acts of terrorism, epidemics or other extreme events. For more discussion of
important risk factors that may materially affect Aetna, please see the risk
factors contained in Aetna's 2007 Annual Report on Form 10-K and its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008, on file with
the Securities and Exchange Commission ("SEC"). You also should read
Aetna's 2007 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for
the quarter ended September 30, 2008, on file with the SEC for a discussion of
Aetna's historical results of operations and financial conditions.
The
information in this Item 2.02 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
or be deemed to be incorporated by reference in any Aetna filing under the
Securities Act of 1933, as amended.
Item 7.01 Regulation FD
Disclosure.
The
information above in Item 2.02 of this current report, other than the portion of
Aetna’s presentation thereby incorporated by reference in such Item 2.02, is
hereby incorporated by reference in this Item 7.01. A copy of Aetna’s
presentation is furnished herewith as Exhibit 99.1, and the information in that
presentation other than the information as to Aetna’s projected 2008 results of
operations and financial condition is hereby incorporated by reference in this
Item 7.01.
The
information in this Item 7.01 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
or be deemed to be incorporated by reference in any Aetna filing under the
Securities Act of 1933, as amended.
Section 9 – Financial Statements and
Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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99.1
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Aetna Inc. Presentation slides for the J.P.
Morgan Healthcare Conference dated January 12,
2009
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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: January 12, 2009 |
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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Aetna Inc. Presentation slides for
the J.P. Morgan Healthcare Conference dated January 12,
2009
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