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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December
17, 2008
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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 2.05
Costs Associated with Exit or Disposal Activities.
On
December 17, 2008, Aetna Inc. (“Aetna”) announced it will reduce its workforce
by approximately 1,000 positions, or less than 3% of Aetna’s 36,208
employees. This action is designed to align administrative expenses
with Aetna’s growth outlook for 2009 and redirect resources to areas with a
greater potential for future growth. The workforce reduction and
related real estate lease consolidations are expected to be completed in the
fourth quarter of 2008. As a result of these actions, Aetna expects
to incur a fourth quarter charge of approximately $28 million, after tax,
related to severance and benefit costs and a fourth quarter charge of
approximately $7 million, after tax, related to the consolidation of real estate
leases. Aetna expects approximately $34 million, after tax, of these
charges to result in future cash expenditures.
CAUTIONARY
STATEMENT -- Certain information in this Form 8-K is forward looking, including
our projections as to severance and benefit costs, real estate lease
consolidation costs and future cash expenditures. 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 outcomes and
results to differ materially from what is expressed in the information in this
Form 8-K, including changes in Aetna’s actual tax rate compared to the rate
assumed in estimating the charges, changes in the number of severed employees
compared to the number assumed in estimating the charges, changes in the amounts
payable to severed employees compared to the amounts assumed in estimating
the charges and completion of agreements with lease and related
counterparties prior to December 31, 2008. 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 or 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 condition.
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: December
18, 2008
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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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