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 9, 2006 |
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 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 151 Farmington Avenue, Hartford, CT
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06156 |
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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 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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 at an industry conference on January 9 and January 10, 2006. Those discussions will
focus on the Company’s strategy, tactics and future outlook.
During these meetings, the Company intends to reaffirm its publicly disclosed 2006 guidance, which
includes full-year 2006 operating earnings of between $5.45 and $5.50 per share.1 As
previously disclosed, the Company will be announcing full year 2005 results on February 9, 2006.
1 Projected operating earnings per share exclude projected realized capital gains or
losses and projected favorable or unfavorable development of prior period health care cost
estimates. The Company is not able to project the amount of future net realized capital gains or
losses and other items and cannot therefore reconcile projected 2006 operating earnings per share
to projected income from continuing operations per share. Projected operating earnings per share
for 2006 assume approximately 298 million weighted-average diluted shares. Projected 2006
operating earnings per share excludes the effect of expensing stock options which will become
effective for the Company in the first quarter of 2006, to provide comparability to 2005.
ADDITIONAL INFORMATION; CAUTIONARY STATEMENT –The projections contained herein 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. Those 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); decreases in
membership or failure to achieve desired membership growth due to significant competition,
reputational issues or other factors; increases in medical costs or Group Insurance claims
resulting from any acts of terrorism, epidemics or other extreme events; the ability to reduce
administrative expenses while maintaining targeted levels of service and operating performance, and
to improve relations with providers while taking actions to reduce medical costs; the ability to
successfully implement Aetna’s operating model to a projected growing membership base and to
successfully implement multiple strategic and operational initiatives simultaneously; lower levels
of investment income from continued low interest rates; adverse government regulation (including
legislative proposals eliminating or reducing ERISA pre-emption of state laws that would increase
potential litigation exposure, and other proposals, such as patients’ rights legislation, that
would increase potential litigation exposure or mandate coverage of certain health benefits);
adverse pricing actions by government payors; changes in size, product mix and medical cost
experience of membership in key markets; our ability to integrate, simplify, and enhance our
existing information technology system and platform to keep pace with changing customer and
regulatory needs; and 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 into insurance brokerage practices concerning broker
compensation arrangements, bid quoting practices and potential antitrust violations being conducted
by the New York Attorney General, the Connecticut Attorney General, and others, and for which the
Company has received and may receive subpoenas, and may be subject to related litigation). For more
discussion of important risk factors that may materially affect Aetna, please see the risk factors
contained in Aetna’s 2004 Annual Report on Form 10-K, on file with the Securities and Exchange
Commission. You also should read Aetna’s 2004 Annual Report on Form 10-K and Aetna’s 2005 third
quarter report on Form 10-Q on file with the Securities and Exchange Commission 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 and Exchange Act of 1934, as amended, and shall not be incorporated by
reference in any filing under the Securities Act of 1933, as amended.