form8-k.htm
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):
|
August
25, 2008
|
Aetna
Inc.
(Exact
name of registrant as specified in its charter)
Pennsylvania
|
1-16095
|
23-2229683
|
(State
or other jurisdiction of
|
(Commission
|
(IRS
Employer
|
incorporation)
|
File
Number)
|
Identification
No.)
|
151
Farmington Avenue, Hartford, CT
|
06156
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(860)
273-0123
|
Former
name or former address, if changed since last report:
|
Not
applicable
|
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.
Senior
members of Aetna Inc.’s (the “Company’s”) management team will be meeting with
investors and analysts from August 26, 2008 through September 12,
2008. Those discussions will focus on the Company’s strategy, tactics
and future outlook. During these meetings, the Company intends to
reaffirm its publicly disclosed third quarter and full-year 2008 guidance, which
includes third quarter 2008 operating earnings of $1.12 per share and full-year
2008 operating earnings of $4.00 per share,1 and repeat
its publicly disclosed expectation of solid operating earnings per share growth
in 2009.
1
Projected full-year 2008 operating earnings per share exclude after tax net
realized capital losses of $52.3 million and the release of reserves for
anticipated future losses on discontinued products of $28.5 million, after-tax,
reported by the Company for the six months ended June 30,
2008. Projected operating earnings per share also exclude from net
income any net realized capital gains or losses and other items occurring after
June 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. Projected full-year 2008 operating earnings assume
less than 495 million weighted-average diluted shares.
CAUTIONARY
STATEMENT; ADDITIONAL INFORMATION -- Certain information in this Form 8-K is
forward looking, including our projections as to operating earnings per share
and weighted-average diluted shares. 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 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; and 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). Other important risk factors
include, but are not limited to: unanticipated increases in medical
costs (including increased medical utilization, increased pharmacy costs,
increases resulting from unfavorable changes in contracting or re-contracting
with providers, 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); 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;
reduced levels of investment income from low interest rates; 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, on file with the
Securities and Exchange Commission (“SEC”). You also should read Aetna's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 on file with
the SEC for a discussion of Aetna's historical results of operations and
financial condition.
All of
the information furnished in this report shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be incorporated by reference in any filing under the Securities
Act of 1933, as amended.
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.
Date: August
25, 2008
|
By:
|
|
|
|
Name: Rajan
Parmeswar
|
|
|
Title: Vice President, Controller
and Chief Accounting Officer
|