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
7, 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
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 7 and
January 8, 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 full-year 2007 operating earnings
guidance of $3.48 per share and its publicly disclosed 2008 guidance, which
includes full-year 2008 operating earnings of $4.00 per share. 1
1
Projected
full-year 2007 operating earnings per share exclude after tax net realized
capital losses of $41.8 million and the release of reserves for anticipated
future losses on discontinued products of $41.8 million, after-tax, reported
by
the Company for the nine months ended September 30, 2007. Projected
operating earnings per share also exclude from net income any net realized
capital gains or losses, releases of reserves for anticipated future losses
on
discontinued products and other items occurring after September 30,
2007. The Company is not able to project the amount of future net
realized capital gains or losses, releases of reserves for anticipated future
losses on discontinued products or other items and cannot therefore reconcile
projected operating earnings per share in any period to projected net income
per
share. Projected full-year 2007 operating earnings assume
approximately 528 million weighted average diluted shares.
ADDITIONAL
INFORMATION; CAUTIONARY STATEMENT –The projections contained in this report 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 the Company’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
significant competition, reputational issues or other factors in key geographic
markets where membership is concentrated; 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); and our ability to
reduce
administrative expenses while maintaining targeted levels of service and
operating performance. Other important risk factors include, but are
not limited to: our ability to improve relations with providers while
taking actions to reduce medical costs; our ability to successfully implement
multiple strategic and operational initiatives simultaneously; reduced levels
of
investment income from 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 or medical
cost experience of membership in key markets; 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 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 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 the Company, please see the risk factors contained in the
Company’s 2006 Annual Report on Form 10-K on file with the Securities and
Exchange Commission. You also should read the Company’s 2006 Annual
Report on Form 10-K and the Company’s 2007 third quarter report on Form 10-Q on
file with the Securities and Exchange Commission for a discussion of the
Company’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.
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
7,
2008
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By:
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/s/
Ronald M. Olejniczak
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Name:
Ronald M. Olejniczak
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Title:
Vice President and Controller
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