Aetna Inc. (NYSE:AET) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On March 15, 2017, Shawn M. Guertin, Executive Vice President and
Chief Financial Officer of Aetna Inc. (Aetna, we, us, or our) and
other members of Aetna management will meet with investors and
analysts before and after a presentation Mr. Guertin will provide
at the Barclays Global Healthcare Conference 2017 in Miami,
Florida. During the presentation and meetings, we expect to
reaffirm the projections of full-year 2017 net income per share
and full-year 2017 operating earnings per share that we issued on
January 31, 2017, subject to the positive impact of the
accelerated share repurchase agreements we announced on February
22, 2017.
(1)
Chief Financial Officer of Aetna Inc. (Aetna, we, us, or our) and
other members of Aetna management will meet with investors and
analysts before and after a presentation Mr. Guertin will provide
at the Barclays Global Healthcare Conference 2017 in Miami,
Florida. During the presentation and meetings, we expect to
reaffirm the projections of full-year 2017 net income per share
and full-year 2017 operating earnings per share that we issued on
January 31, 2017, subject to the positive impact of the
accelerated share repurchase agreements we announced on February
22, 2017.
(1)
Aetnas presentation is scheduled to begin at 10:15 a.m. Eastern
Time. Investors, analysts and the general public are invited to
listen to the presentation over the Internet via Aetnas Investor
Information website at www.aetna.com/investor. To listen to this
presentation live on the Internet, visit Aetnas website prior to
the presentation to download and install any necessary audio
software. A webcast replay will be available at the same website
for 14 days. Website addresses are included for reference only.
The information contained on Aetnas website is not part of this
Current Report on Form 8-K and is not incorporated by reference
into this Current Report on Form 8-K.
Time. Investors, analysts and the general public are invited to
listen to the presentation over the Internet via Aetnas Investor
Information website at www.aetna.com/investor. To listen to this
presentation live on the Internet, visit Aetnas website prior to
the presentation to download and install any necessary audio
software. A webcast replay will be available at the same website
for 14 days. Website addresses are included for reference only.
The information contained on Aetnas website is not part of this
Current Report on Form 8-K and is not incorporated by reference
into this Current Report on Form 8-K.
|
(1) |
Net income refers to net income attributable to Aetna
reported in Aetnas GAAP Consolidated Statements of Income. Unless otherwise indicated, all references in this Current Report on Form 8-K to net income, net income per share, operating earnings and operating earnings per share are based upon net income attributable to Aetna, which excludes amounts attributable to non-controlling interests. Projected full-year 2017 operating earnings and operating earnings per share exclude from projected full-year 2017 net income and net income per share: |
|
|
Amortization of other acquired intangible assets;
|
|
|
Net realized capital gains or losses; and
|
|
|
Other items, if any, that neither relate to the ordinary
course of Aetnas business nor reflect Aetnas underlying business performance. |
Although the excluded items may recur, management believes that
non-GAAP financial measures Aetna discloses, including those
described above, provide a more useful comparison of Aetnas
underlying business performance from period to period. Other
acquired intangible assets relate to Aetna’s acquisition
activities and are amortized over their useful lives. However, this
amortization does not directly relate to the underwriting or
servicing of products for customers and is not directly related to
the core performance of Aetna’s business operations. Net realized
capital gains and losses arise from various types of transactions,
primarily in the course of managing a portfolio of assets that
support the payment of liabilities. However, these transactions do
not directly relate to the underwriting or servicing of products
for customers and are not directly related to the core performance
of Aetna’s business operations. Operating earnings is the measure
reported to the Chief Executive Officer for purposes of assessing
financial performance and making operating decisions, such as the
allocation of resources among Aetnas business segments. The
non-GAAP financial measures Aetna discloses, including those
described above, should not be considered a substitute for, or
superior to, financial measures determined or calculated in
accordance with GAAP.
non-GAAP financial measures Aetna discloses, including those
described above, provide a more useful comparison of Aetnas
underlying business performance from period to period. Other
acquired intangible assets relate to Aetna’s acquisition
activities and are amortized over their useful lives. However, this
amortization does not directly relate to the underwriting or
servicing of products for customers and is not directly related to
the core performance of Aetna’s business operations. Net realized
capital gains and losses arise from various types of transactions,
primarily in the course of managing a portfolio of assets that
support the payment of liabilities. However, these transactions do
not directly relate to the underwriting or servicing of products
for customers and are not directly related to the core performance
of Aetna’s business operations. Operating earnings is the measure
reported to the Chief Executive Officer for purposes of assessing
financial performance and making operating decisions, such as the
allocation of resources among Aetnas business segments. The
non-GAAP financial measures Aetna discloses, including those
described above, should not be considered a substitute for, or
superior to, financial measures determined or calculated in
accordance with GAAP.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as anticipate, believe, continue, could,
estimate, expect, explore, evaluate, intend, may, might, plan,
potential, predict, project, seek, should, or will, or the
negative thereof or other variations thereon or comparable
terminology. These forward-looking statements are only
predictions and involve known and unknown risks and
uncertainties, many of which are beyond Aetnas control.
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. You can generally identify
forward-looking statements by the use of forward-looking
terminology such as anticipate, believe, continue, could,
estimate, expect, explore, evaluate, intend, may, might, plan,
potential, predict, project, seek, should, or will, or the
negative thereof or other variations thereon or comparable
terminology. These forward-looking statements are only
predictions and involve known and unknown risks and
uncertainties, many of which are beyond Aetnas control.
Statements in this Current Report on Form 8-K that are
forward-looking, including Aetnas projections as to net income
per share, operating earnings per share, the impact of its
accelerated share repurchase agreements, and future operating
results, are based on managements estimates, assumptions and
projections, and are 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, but not limited to: significant
disruptions in the market for Aetna’s common shares and/or the
financial markets; unanticipated increases in medical costs
(including increased intensity or medical utilization as a result
of flu or otherwise; changes in membership mix to higher cost or
lower-premium
forward-looking, including Aetnas projections as to net income
per share, operating earnings per share, the impact of its
accelerated share repurchase agreements, and future operating
results, are based on managements estimates, assumptions and
projections, and are 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, but not limited to: significant
disruptions in the market for Aetna’s common shares and/or the
financial markets; unanticipated increases in medical costs
(including increased intensity or medical utilization as a result
of flu or otherwise; changes in membership mix to higher cost or
lower-premium
products or membership adverse selection; medical cost increases
resulting from unfavorable changes in contracting or
re-contracting with providers (including as a result of provider
consolidation and/or integration); and increased pharmacy costs
(including in Aetnas public health insurance exchange products));
and changes in Aetna’s future cash requirements, capital
requirements, results of operations, financial condition and/or
cash flows. As currently enacted, health care reform will
continue to significantly impact Aetnas business operations and
financial results, including Aetnas pricing and medical benefit
ratios, and key components of the legislation will continue to be
phased in through 2020. Aetna will be required to dedicate
material resources and incur material expenses during 2017 to
implement health care reform. Significant parts of the
legislation, including aspects of nondiscrimination requirements,
continue to evolve through the promulgation of regulations and
guidance. In addition, pending efforts in the U.S. Congress to
repeal, amend or restrict funding for various aspects of health
care reform and pending litigation challenging aspects of the law
continue to create additional uncertainty about the ultimate
impact of health care reform. As a result, many of the impacts of
health care reform are unknown. Other important risk factors
include: adverse changes in federal or state government policies,
legislation or regulations (including legislative, judicial or
regulatory measures that would affect Aetna’s business model,
repeal, restrict funding for or amend various aspects of health
care reform, limit Aetna’s ability to price for the risk it
assumes and/or reflect reasonable costs or profits in its
pricing, such as mandated minimum medical benefit ratios, or
eliminate or reduce ERISA pre-emption of state laws (increasing
Aetna’s potential litigation exposure)); the profitability of
Aetna’s public health insurance exchange and ACA compliant small
group products, where membership has had and may continue to have
more adverse health status and/or higher medical benefit
utilization than Aetna projected; uncertainty related to Aetnas
accruals for the ACAs reinsurance, risk adjustment and risk
corridor programs (3Rs); uncertainty related to the funding for
and final reconciliations with respect to the ACAs risk
management and subsidy programs; the implementation of health
care reform legislation, including collection of ACA fees,
assessments and taxes through increased premiums; adverse
legislative, regulatory and/or judicial changes to or
interpretations of existing health care reform legislation and/or
regulations (including those relating to minimum medical loss
ratio (MLR) rebates); the implementation of public health
insurance exchanges; Aetnas ability to offset Medicare Advantage
and PDP rate pressures; the timing and amount of and payment
methods for satisfying assessments for Penn Treaty Network
America Insurance Company and other insolvent payors under state
guaranty fund laws; adverse and less predictable economic
conditions in the U.S. and abroad (including unanticipated levels
of, or increases in the rate of, unemployment); reputational or
financial issues arising from Aetnas social media activities,
data security breaches, other cybersecurity risks or other
causes; Aetnas ability to diversify Aetnas sources of revenue and
earnings (including by developing and expanding Aetna’s consumer
business and expanding Aetnas foreign operations), transform
Aetnas business model, develop new products and optimize Aetnas
business platforms; the success of Aetnas consumer health and
services initiatives; adverse changes in size, product or
geographic mix or medical cost experience of membership; managing
executive succession and key talent retention, recruitment and
development; failure to achieve and/or delays in achieving
desired rate increases and/or profitable membership growth due to
regulatory review or other regulatory restrictions, an uncertain
economy and/or significant competition, especially in key
geographic areas where membership is concentrated, including
successful protests of business awarded to Aetna; failure to
adequately implement health care reform and/or repeal of or
changes in health care reform; the outcome of various litigation
and regulatory matters, including audits, challenges to Aetnas
minimum MLR rebate methodology and/or reports, intellectual
property litigation and litigation concerning, and ongoing
reviews by various regulatory authorities of, certain of Aetnas
payment practices with respect to out-of-network providers, other
providers and/or life insurance policies; Aetnas ability to
integrate, simplify, and enhance Aetnas existing products,
processes and information technology systems and platforms to
keep pace with changing customer and regulatory needs; Aetnas
ability to successfully integrate Aetnas businesses (including
businesses Aetna may acquire in the future) and implement
multiple strategic and operational initiatives simultaneously;
Aetnas ability to manage health care and other benefit costs;
adverse program, pricing, funding or audit actions by federal or
state government payors, including as a result of sequestration
and/or changes to or curtailment or elimination of the Centers
for Medicare Medicaid Services (CMS) star rating bonus payments;
Aetna’s ability to maintain and/or enhance its CMS star ratings;
Aetnas ability to reduce administrative expenses while
maintaining targeted levels of service and operating performance;
failure by a service provider to meet its obligations to Aetna;
Aetnas ability to develop and maintain relationships (including
joint ventures and other collaborative risk-sharing agreements)
with providers while taking actions to reduce medical costs
and/or expand the services Aetna offers; Aetnas ability to
demonstrate that Aetnas products and processes lead to access to
quality affordable care by Aetnas members; Aetnas ability to
maintain its relationships with third-party brokers, consultants
and agents who sell its products; increases in medical costs or
Group Insurance claims resulting from any epidemics, acts of
terrorism or other extreme events; 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; a downgrade in Aetnas financial ratings; and
adverse impacts from any failure to raise the U.S. Federal
governments debt ceiling or any sustained U.S. Federal government
shut down. For more discussion of important risk factors that may
materially affect Aetna, please see the risk factors contained in
Aetnas 2016 Annual Report on Form 10-K (Aetna’s Annual Report),
on file with the Securities and Exchange Commission. You should
also read Aetnas Annual Report for a discussion of Aetnas
historical results of operations and financial condition.
resulting from unfavorable changes in contracting or
re-contracting with providers (including as a result of provider
consolidation and/or integration); and increased pharmacy costs
(including in Aetnas public health insurance exchange products));
and changes in Aetna’s future cash requirements, capital
requirements, results of operations, financial condition and/or
cash flows. As currently enacted, health care reform will
continue to significantly impact Aetnas business operations and
financial results, including Aetnas pricing and medical benefit
ratios, and key components of the legislation will continue to be
phased in through 2020. Aetna will be required to dedicate
material resources and incur material expenses during 2017 to
implement health care reform. Significant parts of the
legislation, including aspects of nondiscrimination requirements,
continue to evolve through the promulgation of regulations and
guidance. In addition, pending efforts in the U.S. Congress to
repeal, amend or restrict funding for various aspects of health
care reform and pending litigation challenging aspects of the law
continue to create additional uncertainty about the ultimate
impact of health care reform. As a result, many of the impacts of
health care reform are unknown. Other important risk factors
include: adverse changes in federal or state government policies,
legislation or regulations (including legislative, judicial or
regulatory measures that would affect Aetna’s business model,
repeal, restrict funding for or amend various aspects of health
care reform, limit Aetna’s ability to price for the risk it
assumes and/or reflect reasonable costs or profits in its
pricing, such as mandated minimum medical benefit ratios, or
eliminate or reduce ERISA pre-emption of state laws (increasing
Aetna’s potential litigation exposure)); the profitability of
Aetna’s public health insurance exchange and ACA compliant small
group products, where membership has had and may continue to have
more adverse health status and/or higher medical benefit
utilization than Aetna projected; uncertainty related to Aetnas
accruals for the ACAs reinsurance, risk adjustment and risk
corridor programs (3Rs); uncertainty related to the funding for
and final reconciliations with respect to the ACAs risk
management and subsidy programs; the implementation of health
care reform legislation, including collection of ACA fees,
assessments and taxes through increased premiums; adverse
legislative, regulatory and/or judicial changes to or
interpretations of existing health care reform legislation and/or
regulations (including those relating to minimum medical loss
ratio (MLR) rebates); the implementation of public health
insurance exchanges; Aetnas ability to offset Medicare Advantage
and PDP rate pressures; the timing and amount of and payment
methods for satisfying assessments for Penn Treaty Network
America Insurance Company and other insolvent payors under state
guaranty fund laws; adverse and less predictable economic
conditions in the U.S. and abroad (including unanticipated levels
of, or increases in the rate of, unemployment); reputational or
financial issues arising from Aetnas social media activities,
data security breaches, other cybersecurity risks or other
causes; Aetnas ability to diversify Aetnas sources of revenue and
earnings (including by developing and expanding Aetna’s consumer
business and expanding Aetnas foreign operations), transform
Aetnas business model, develop new products and optimize Aetnas
business platforms; the success of Aetnas consumer health and
services initiatives; adverse changes in size, product or
geographic mix or medical cost experience of membership; managing
executive succession and key talent retention, recruitment and
development; failure to achieve and/or delays in achieving
desired rate increases and/or profitable membership growth due to
regulatory review or other regulatory restrictions, an uncertain
economy and/or significant competition, especially in key
geographic areas where membership is concentrated, including
successful protests of business awarded to Aetna; failure to
adequately implement health care reform and/or repeal of or
changes in health care reform; the outcome of various litigation
and regulatory matters, including audits, challenges to Aetnas
minimum MLR rebate methodology and/or reports, intellectual
property litigation and litigation concerning, and ongoing
reviews by various regulatory authorities of, certain of Aetnas
payment practices with respect to out-of-network providers, other
providers and/or life insurance policies; Aetnas ability to
integrate, simplify, and enhance Aetnas existing products,
processes and information technology systems and platforms to
keep pace with changing customer and regulatory needs; Aetnas
ability to successfully integrate Aetnas businesses (including
businesses Aetna may acquire in the future) and implement
multiple strategic and operational initiatives simultaneously;
Aetnas ability to manage health care and other benefit costs;
adverse program, pricing, funding or audit actions by federal or
state government payors, including as a result of sequestration
and/or changes to or curtailment or elimination of the Centers
for Medicare Medicaid Services (CMS) star rating bonus payments;
Aetna’s ability to maintain and/or enhance its CMS star ratings;
Aetnas ability to reduce administrative expenses while
maintaining targeted levels of service and operating performance;
failure by a service provider to meet its obligations to Aetna;
Aetnas ability to develop and maintain relationships (including
joint ventures and other collaborative risk-sharing agreements)
with providers while taking actions to reduce medical costs
and/or expand the services Aetna offers; Aetnas ability to
demonstrate that Aetnas products and processes lead to access to
quality affordable care by Aetnas members; Aetnas ability to
maintain its relationships with third-party brokers, consultants
and agents who sell its products; increases in medical costs or
Group Insurance claims resulting from any epidemics, acts of
terrorism or other extreme events; 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; a downgrade in Aetnas financial ratings; and
adverse impacts from any failure to raise the U.S. Federal
governments debt ceiling or any sustained U.S. Federal government
shut down. For more discussion of important risk factors that may
materially affect Aetna, please see the risk factors contained in
Aetnas 2016 Annual Report on Form 10-K (Aetna’s Annual Report),
on file with the Securities and Exchange Commission. You should
also read Aetnas Annual Report for a discussion of Aetnas
historical results of operations and financial condition.
No assurances can be given that any of the events anticipated by
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Aetna. Aetna
does not assume any duty to update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise, as of any future date.
the forward-looking statements will transpire or occur, or if any
of them do occur, what impact they will have on the results of
operations, financial condition or cash flows of Aetna. Aetna
does not assume any duty to update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise, as of any future date.
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, and shall not be or
be deemed to be incorporated by reference in any Aetna filing
under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such
filing.
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, and shall not be or
be deemed to be incorporated by reference in any Aetna filing
under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any general incorporation language in such
filing.
About Aetna Inc. (NYSE:AET)
Aetna Inc. is a diversified healthcare benefits company. The Company operates through three segments: Health Care, Group Insurance and Large Case Pensions. The Health Care segment’s products and services consist of medical, pharmacy benefit management services, dental, behavioral health and vision plans offered on both an insured basis and an employer-funded, or administrative services contact, basis and emerging businesses products and services, such as accountable care solutions (ACS). The Group Insurance segment’s products consist of Life Insurance Products, Disability Insurance Products and Long-Term Care Insurance Products. The Large Case Pensions segment manages a range of retirement products, (including pension and annuity products) primarily for tax-qualified pension plans. Its customers include employer groups, individuals, college students, part-time and hourly workers, health plans, healthcare providers (providers), Government-sponsored plans, labor groups and expatriates. Aetna Inc. (NYSE:AET) Recent Trading Information
Aetna Inc. (NYSE:AET) closed its last trading session down -0.66 at 131.96 with 2,416,896 shares trading hands.
