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, 2007
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
(Address of principal executive offices)
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06156
(Zip Code) |
Registrants 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:
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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)) |
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure.
Members of Aetna Inc.s (Aetnas) management will be meeting and conducting phone calls with
investors and analysts today and during the remainder of March 2007 to discuss Aetnas strategy,
tactics and future outlook.
During these meetings, Aetna intends to reaffirm its 2007 guidance, which includes without
limitation first quarter 2007 operating earnings of $0.77 per share(1) and full-year
2007 operating earnings of $3.30 per share.(1)
A summary of Aetnas 2007 guidance is contained in Aetnas Guidance Summary, dated February 8,
2007, which is available at the Investor Information section of Aetnas website. The contents of
Aetnas website are not incorporated by reference in this report or made a part hereof for any
purpose.
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(1) |
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Projected operating earnings per share exclude net realized capital gains or
losses. Aetna is not able to project the amount of future net realized capital gains or losses and
therefore cannot reconcile projected 2007 operating earnings per share in any period to projected
income from continuing operations per share. Projected operating earnings per share for first
quarter and full-year 2007 assume approximately 536 million weighted average diluted shares. |
CAUTIONARY STATEMENT; ADDITIONAL INFORMATION The projections contained in this report,
including Aetnas 2007 guidance, are forward-looking information. Forward-looking information is
based on managements estimates, assumptions and projections, and is subject to significant
uncertainties and other factors, many of which are beyond Aetnas 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 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 the ability to reduce
administrative expenses while maintaining targeted levels of service and operating performance.
Other important risk factors include, but are not limited to: the ability to improve relations
with providers while taking actions to reduce medical costs; the ability 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 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 Aetna 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 Aetna, please see the risk factors contained in Aetnas 2006 Annual Report on
Form 10-K, on file with the Securities and Exchange Commission. You also should read Aetnas 2006
Annual Report on Form 10-K for a discussion of Aetnas historical results of operations and
financial condition.
None of the information furnished in this report shall be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended. None of the information furnished
in this report shall 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: March 9, 2007 |
By: |
/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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