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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June
2, 2009
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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.
On June
2, 2009, Aetna Inc. (“Aetna”) issued a press release announcing that it is
revising its 2009 operating earnings per share guidance from a range of $3.85 to
$3.95 to a range of $3.55 to $3.70 (1). A
copy of that press release is furnished herewith as Exhibit 99.1 and hereby
incorporated in this Item 7.01 by reference.
Senior
members of Aetna’s management team are currently scheduled to meet with
investors and analysts from June 2, 2009 through June 18,
2009. Aetna expects discussions at those meetings to focus on
its strategy, tactics and future outlook.
The
information in this 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.
(1)
Projected full-year 2009 operating earnings per share exclude after tax net
realized capital losses of $4.8 million reported by Aetna for
the three months ended March 31, 2009. Projected operating
earnings per share also exclude from net income any net realized capital gains
or losses and other items occurring after March 31, 2009. Aetna
is not able to project the amount of future net realized capital gains or losses
or other items and cannot therefore reconcile projected operating earnings per
share in any period to projected net income per share. Projected
full-year 2009 operating earnings assume less than 455 million weighted-average
diluted shares.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press release of Aetna Inc. dated
June 2, 2009.
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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: June 2,
2009
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By:
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/s/
Rajan Parmeswar
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Name: Rajan
Parmeswar
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Title: Vice President, Controller
and Chief Accounting Officer
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Exhibit
Number
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Description
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Exhibit
99.1
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Press
release of Aetna Inc. dated June 2,
2009.
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