form8k.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):
|
March
9, 2009
|
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))
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 March 9, 2009 through March 20,
2009. The Company expects discussions at those meetings to focus on the
Company’s strategy, tactics and future outlook. During these
meetings, the Company intends to reaffirm its publicly disclosed 2009 guidance,
which includes full-year 2009 operating earnings of $3.85 to $3.95 per
share.1
1
Projected operating earnings per share exclude net realized capital gains or
losses and other items, if any, from net income. The Company is not
able to project the amount of future net realized capital gains or losses or
other items and therefore cannot reconcile projected operating earnings per
share to projected net income per share. Projected full-year 2009
operating earnings assume approximately 460 million weighted-average
diluted shares.
CAUTIONARY
STATEMENT; ADDITIONAL INFORMATION -- Certain information in this Current Report
on 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 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; 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);
as well as 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: adverse changes in size, product mix or medical cost experience of
membership, 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 2008
Annual Report on Form 10-K (the “2008 Annual Report”) on file with the
Securities and Exchange Commission (“SEC”). You also should read the
2008 Annual Report on file with the SEC for a discussion of Aetna’s historical
results of operations and financial condition.
The
information in this Current Report on 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.
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: March
9, 2009
|
By:
|
/s/
Rajan Parmeswar
|
|
|
|
|
Name: Rajan
Parmeswar
|
|
|
|
|
Title: Vice President, Controller
and Chief Accounting Officer
|
|
|
|