Filed by Aetna Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934
Subject company: Coventry Health Care, Inc.
Commission File No. for Registration
Statement on Form S-4: 333-184041
The following slides related to the Aetna/Coventry transaction were presented at the Credit Suisse 2012 Healthcare Conference on November 14, 2012:
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[GRAPHIC OMITTED] CREDIT SUISSE 2012 HEALTHCARE CONFERENCE Joseph M. Zubretsky Senior Executive Vice President and CFO NOVEMBER 14, 2012 [GRAPHIC OMITTED] |
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IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. Aetna
Inc. ("Aetna") has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (File No. 333-184041), including Amendment
No. 1 thereto, containing a proxy statement/prospectus, and Coventry Health
Care, Inc. ("Coventry") has filed with the SEC a proxy statement/prospectus, and
each of Aetna and Coventry has filed and will file other documents with respect
to the proposed acquisition of Coventry. The registration statement was declared
effective on October 18, 2012, and Aetna and Coventry commenced mailing the
definitive proxy statement/prospectus to Coventry stockholders on or about
October 19, 2012. INVESTORS AND SECURITY HOLDERS OF COVENTRY ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS THAT HAVE BEEN
FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain free copies of the registration statement and the definitive proxy
statement/prospectus and other documents filed with the SEC by Aetna or Coventry
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Aetna are available free of charge on Aetna's
internet website at http://www.aetna.com or by contacting Aetna's Investor
Relations Department at 860-273-8204. Copies of the documents filed with the SEC
by Coventry are available free of charge on Coventry's internet website at
http://www.cvty.com or by contacting Coventry's Investor Relations Department at
301-581-5717.
Aetna, Coventry, their respective directors and certain of their executive
officers may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the directors and
executive officers of Coventry is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2011, which was filed with the SEC on February
28, 2012, its proxy statement for its 2012 annual meeting of stockholders, which
was filed with the SEC on April 6, 2012, and its Current Report on Form 8-K,
which was filed with the SEC on May 31, 2012. Information about the directors
and executive officers of Aetna is set forth in its Annual Report on Form 10-K
for the year ended December 31, 2011, which was filed with the SEC on February
24, 2012, its proxy statement for its 2012 annual meeting of shareholders, which
was filed with the SEC on April 9, 2012, and its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2012, which was filed with the SEC on
October 25, 2012. Other information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the definitive proxy
statement/prospectus and other relevant materials filed with the SEC.
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 2
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CAUTIONARY STATEMENT; ADDITIONAL INFORMATION
This document may contain 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
our control.
Statements in this document that are forward-looking, including Aetna's
projections as to 2013 Medicare growth, the financial and operational impacts
and benefits of the proposed Coventry transaction, the synergies that may result
from the proposed transaction, the integration of the proposed transaction,
operating earnings, weighted average diluted shares, operating earnings per
share, fourth quarter 2012 financial and operating performance, medical
membership, commercial medical cost trend, commercial medical benefit ratio,
business segment operating SGandA ratio, net subsidiary dividends, excess cash
flow generation, 2013 challenges and opportunities, and the impact of the
pending transaction on any of these metrics, are based on management's
estimates, assumptions and projections, and are 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,
but not limited to: the implementation of health care reform legislation; the
timing to consummate the proposed acquisition of Coventry Health Care, Inc.; the
risk that a condition to closing of the proposed acquisition may not be
satisfied; the risk that a regulatory approval for the proposed acquisition is
delayed, is not obtained or is subject to conditions that are not anticipated;
our ability to achieve the synergies and value creation contemplated by the
proposed acquisition; our ability to promptly and effectively integrate
Coventry's businesses; the diversion of management time on acquisition related
issues; and changes in Aetna's future cash requirements, capital requirements,
results of operations, financial condition and/or cash flows. Health care reform
will significantly impact our business operations and financial results,
including our medical benefit ratios. Components of the legislation will be
phased in over the next six years, and we will be required to dedicate material
resources and incur material expenses during that time to implement health care
reform. Many significant parts of the legislation, including health insurance
exchanges, Medicaid expansion, the scope of "essential benefits," employer
penalties and the implementation of minimum medical loss ratios, require further
guidance and clarification both at the federal level and/or in the form of
regulations and actions by state legislatures to implement the law. In addition,
pending efforts in the U.S. Congress to repeal, amend, or restrict funding for
various aspects of health care reform, and the possibility of additional
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 will not be known for the next several
years. Other important risk factors include: adverse and less predictable
economic conditions in the U.S. and abroad (including unanticipated levels of,
or increases in the rate of, unemployment); adverse changes in health care
reform and/or other federal or state government policies or regulations as a
result of health care reform or otherwise (including legislative, judicial or
regulatory measures that would affect our business model, restrict funding for
or amend various aspects of health care reform, limit our ability to price for
the risk we assume and/or reflect reasonable costs or profits in our pricing,
such as mandated minimum medical benefit ratios, eliminate or reduce ERISA
pre-emption of state laws (increasing our potential litigation exposure) or
mandate coverage of certain health benefits); our ability to differentiate our
products and solutions from those offered by our competitors, and demonstrate
that our products lead to access to better quality of care by our members;
unanticipated increases in medical costs (including increased intensity or
medical utilization as a result of flu, increased COBRA participation rates or
otherwise; changes in membership mix to higher cost or lower-premium 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; increases resulting from unfavorable changes in
contracting or re-contracting with providers, and increased pharmacy costs);
failure to achieve and/or delays in achieving desired rate increases and/or
profitable membership growth due to regulatory review or other regulatory
restrictions, the difficult economy and/or significant competition, especially
in key geographic areas where membership is concentrated, including successful
protests of business awarded to us; adverse changes in size, product mix or
medical cost experience of membership; our ability to diversify our sources of
revenue and earnings; adverse program, pricing or funding actions by federal or
state government payors, including as a result of sequestration and/or
curtailment or elimination of the Centers for Medicare and Medicaid Services'
star rating bonus payments; the ability to reduce administrative expenses while
maintaining targeted levels of service and operating performance; the ability to
successfully implement our agreement with CVS Caremark Corporation on a timely
basis and in a cost-efficient manner and to achieve projected operating
efficiencies for the agreement; our ability to integrate, simplify, and enhance
our existing information technology systems and platforms to keep pace with
changing customer and regulatory needs; the success of our health information
technology initiatives; our ability to successfully integrate our businesses
(including Medicity, Prodigy Health Group, PayFlex, and Genworth Financial
Inc.'s Medicare Supplement business and other businesses we may acquire in the
future, including Coventry) and implement multiple strategic and operational
initiatives simultaneously; managing executive succession and key talent
retention, recruitment and development; the outcome of various litigation and
regulatory matters, including guaranty fund assessments and litigation
concerning, and ongoing reviews by various regulatory authorities of, certain of
our payment practices with respect to out-of-network providers and/or life
insurance policies; reputational issues arising from our social media
activities, data security breaches, other cybersecurity risks or other causes;
the ability to develop and maintain relations with providers while taking
actions to reduce medical costs and/or expand the services we offer; our ability
to maintain our relationships with third party brokers, consultants and agents
who sell our products; increases in medical costs or Group Insurance claims
resulting from any epidemics, acts of terrorism or other extreme events; and a
downgrade in our financial ratings. For more discussion of important risk
factors that may materially affect Aetna, please see the risk factors contained
in Aetna's 2011 Annual Report on Form 10-K ("Aetna's Annual Report"), Aetna's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (Aetna's
"First Quarter 10-Q"), Aetna's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2012 (Aetna's "Second Quarter 10-Q") and Aetna's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2012 (together with Aetna's
First Quarter 10-Q and Second Quarter 10-Q, Aetna's "Quarterly Reports"), each
on file with the Securities and Exchange Commission (the "SEC"). You also should
read Aetna's Annual Report and Aetna's Quarterly Reports for a discussion of
Aetna's 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, when they will
occur and what impact they will have on the results of operations, financial
condition or cash flows of Aetna or Coventry. Neither Aetna nor Coventry assumes
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.
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 3
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WHO WE ARE: THE AETNA WAY We put the people we serve at the center of everything we do The Aetna Way outlines the values by which we live, as the foundation for our culture, strategy and how we run our business [GRAPHIC OMITTED] Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 4 |
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COVENTRY TRANSACTION [GRAPHIC OMITTED] 2012E Pro Forma Revenue: ~$50 billion [GRAPHIC OMITTED] [] Responsibly shifts our mix towards higher growth government programs [] Substantially enhances Medicare and Medicaid businesses [] Enhances our local presence in key geographies [] Adds high cash flow non-regulated fee-based businesses [] Excellent financial returns -- Operating EPS accretion, ROIC, ROE THE COVENTRY ACQUISITION STRENGTHENS AETNA'S CORE AND POSITIONS IT FOR GROWTH Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 5 |
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COVENTRY ACQUISITION IS CONSISTENT WITH AETNA'S STRATEGY
ADVANCING THE CORE
[] Adds nearly 4 million medical members
[] Adds 1.5 million PDP members
[] Over 30% of PF 2012E Revenues from Government programs
EMERGING BUSINESSES
[] Low cost platforms
[] Value-based networks
[] Local provider relationships
DEPLOY CAPITAL*
[] 2012P PF Parent Cash Flow of ~$2.3 billion
[] 2015P ROIC in the low double digits
[] 2015P ROE in the high teens
COVENTRY ENHANCES ALL ELEMENTS OF AETNA'S GROWTH STRATEGY
* Return on Invested Capital (ROIC) and Return on Equity (ROE) projections
exclude the impact of transaction and integration expenses
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 6
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FINANCIAL IMPACT
2012E 2013E 2014E 2015E
-------------- ----------- ------------ ------------------
Operating EPS No Change to Modestly $0.45 $0.90
Impact Guidance Accretive
Synergies Modest Increasing $400 million
per year
Transaction-related Up to
Expenses $50 million $70 million
Integration Expenses $250 to $300 million between 2013E and 2015E
Transaction and
Integration Expense Transaction and Integration expenses excluded from
Operating Earnings in all periods
Impact
Operating EPS Impact
including Integration Slightly Increasingly Highly
Expenses Accretive Accretive Accretive
Note: Estimates based on current projections. Transaction and Integration costs
are excluded from Operating EPS impacts in all periods. Synergies, transaction
costs and integration costs are pre-tax. See notes at end of presentation for
additional disclosures on financial metrics. Aetna may incur minimal integration
expenses in 2012.
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 7
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SYNERGY BREAKDOWN [GRAPHIC OMITTED] Rationalize duplicative corporate and administrative functions Modest medical management, PBM and provider network savings ~1 million additional members should improve the Operating Expense ratio by ~50bps, at constant mix Streamline platforms and infrastructure on combined $1.5 billion of spending Corporate Overlap ~33% Fixed Cost Leverage ~33% Other Savings ~15% IT Rationalization ~20% SYNERGY VALUE IS PROJECTED TO BUILD OVER TIME, AND REACH $400 MILLION PRETAX IN 2015 Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 8 |
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OTHER POTENTIAL SYNERGIES PBM SYNERGIES [] Coventry PBM Contract Expiration: -- 2016: Medicare -- 2017: Commercial [] ~$15 billion in combined pharmacy spend REVENUE SYNERGIES [] Enhanced growth through use of the Aetna brand [] Cross-sell potential for specialty products CAPITAL SYNERGIES [] The potential to enhance CVH's capital management over time AETNA'S ACCRETION ESTIMATES ONLY INCLUDE COST SYNERGIES Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 9 |
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KEY STEPS FOR A SUCCESSFUL INTEGRATION SIGNING TO CLOSING [] Engage integration teams [] Identification of duplicative functions [] Best practices benchmarking [] In-depth functional assessments YEAR 1 [] Focus on realizing initial SGandA synergies [] Elimination of public company costs [] Application of best practices YEAR 2 [] Additional SGandA synergies targeted [] Deploy better network discounts across portfolio [] Medical management YEAR 3 [] Run-rate SGandA synergies [] Continued network synergies realized [] Potential pharmacy synergies WE HAVE ALREADY ASSEMBLED AN INTEGRATION TEAM Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 10 |
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2013 CHALLENGES AND OPPORTUNITIES CHALLENGES [] Experience Rated Margin Pressure [] Commercial Insured Growth [] Net Investment Income [] Commercial ASC Growth OPPORTUNITIES [] Government Revenues [] Share Repurchases [] 2011 Acquisitions [] Positive fixed cost leverage AETNA PROJECTS THAT 2013 OPERATING EPS WILL BE HIGHER THAN ITS CURRENT 2012 GUIDANCE Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 11 |
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CONCLUSION
[] Our core business is performing and we are well positioned for growth
[] Our emerging businesses continue to transform the network model
[] We remain committed to our balanced deployment of capital
[] The acquisition of Coventry will strengthen Aetna strategically and
financially
[] We expect 2012 business momentum to continue into 2013
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 12
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Footnotes
(1) Revenue and projected revenue exclude net realized capital gains of $17.3
million, $77.6 million reported by Aetna for the three and nine months ended
September 30, 2012, respectively. Projected revenue also excludes any future
net realized capital gains or losses and other items, if any, from total
revenue.
Aetna is not able to project the amount of future net realized capital gains or
losses, and therefore cannot reconcile projected revenue to projected total
revenue in any period.
Below is a reconciliation of Aetna's total revenue for the three months ended
September 30, 2012, 2011, and 2010:
Three Months Ended
=== ============== === ================== === ==============
(Millions) September 30, 2012 September 30, 2011 September 30, 2010
================================================================ === ================== === ================== ==================
Revenue, excluding net realized capital gains (A) $ 8,899.2 $ 8,396.7 $ 8,459.2
Net realized capital gains 17.3 78.6 79.6
================================================================ === === ============== === === ============== === ==============
Total revenue (GAAP measure) (B) $ 8,916.5 $ 8,475.3 $ 8,538.8
================================================================ === === ============== === === ============== === ==============
Y-O-Y increase in revenue, excluding net realzized capital gains 6.0 % (.7) %
================================================================ === === ============== === === ==============
Y-O-Y increase in total revenue (GAAP measure) 5.2 % (.7) %
================================================================ === === ============== === === ==============
(2) In order to provide useful information regarding Aetna's profitability on a
basis comparable to others in the industry without regard to financing
decisions, income taxes or amortization of other acquired intangible assets
(each of which may vary for reasons not directly related to the performance of
the underlying business), Aetna's pretax operating margin is based on operating
earnings, as described in (3), excluding interest expense, income taxes and
amortization of other acquired intangible assets. Management also uses pretax
operating margin to assess Aetna's performance, including performance versus
competitors.
Below is a reconciliation of Aetna's pretax operating margin (6) for the three
months ended September 30, 2012 and 2011:
Three Months Ended
=============================== ================== ============
(Millions) September 30, 2012 September 30, 2011
=================================================== ======================================== === ==================
Reconciliation to Income Before Income Taxes
Operating earnings before income taxes, excluding interest expense and amortization
of other acquired intangible assets (C) $ 905.0 $ 901.2
Interest expense (64.7) (59.7)
Amortization of other acquired intangible assets (34.1) (31.7)
Transaction-related costs (13.8) -
Loss on early extinguishment of long-term debt (35.4) -
Voluntary early retirement program - (137.0)
Net realized capital gains 17.3 78.6
=================================================== =============================== ======== === ===== ============
Income before income taxes (GAAP measure) $ 774.3 $ 751.4
=================================================== =============================== ======== === ===== ============
Pretax operating margin (C)/(A) 10.2 % 10.7 %
After-tax net income margin (GAAP measure) (D)/(B) 5.6 % 5.8 %
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 21
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Footnotes (Continued)
(3) Operating earnings, operating earnings per share, projected operating
earnings and projected operating earnings per share exclude from net income
net realized capital gains of $11.5 million ($17.3 million pretax) and
$50.7 million ($77.6 million pretax) reported by Aetna for the three and
nine months ended September 30, 2012, respectively, and $23.0 million
($35.4 million pretax) related to the loss on early extinguishment of
long-term debt, and $12.5 million ($13.8 million pretax) of transaction
-related costs related to the proposed Coventry acquisition, each reported
by Aetna for the three and nine months ended September 30, 2012. Projected
operating earnings and projected operating earnings per share also exclude
from net income any future net realized capital gains or losses and other
items, if any, that neither relate to the ordinary course of our business
nor reflect our underlying business performance. Aetna is not able to
project the amount of future net realized capital gains or losses or any
such other items (other than projected transaction -related costs related
to the proposed Coventry acquisition), and therefore cannot reconcile
projected operating earnings per share to projected net income per share in
any period. Although the excluded items may recur, management believes that
operating earnings per share provide a more useful comparison of Aetna's
underlying business performance from period to period. 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. In
addition, management uses operating earnings to assess business performance
and to make decisions regarding Aetna's operations and allocation of
resources among Aetna's businesses. Operating earnings is also the measure
reported to the Chief Executive Officer for these purposes.
Below is a reconciliation of Aetna's operating earnings (6) to net income
for the three months ended September 30, 2012 and 2011:
Three Months Ended
=== ================== ==============
(Millions) September 30, 2012 September 30, 2011
============================================================= === ================== ==================
Summary of Results
Operating earnings $ 523.2 $ 528.4
Transaction-related costs, net of tax (12.5) -
Loss on early extinguishment of long-term debt, net of tax (23.0) -
Voluntary early retirement program, net of tax - (89.1)
Net realized capital gains, net of tax 11.5 51.1
============================================================= === === ============== === ==============
Net Income (GAAP measure) (D) $ 499.2 $ 490.4
============================================================= === === ============== === ==============
Credit Suisse 2012 Healthcare Conference| November 14, 2012 Aetna Inc. 22
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Footnotes (Continued)
Below is a reconciliation of Aetna's operating earnings per share (6) to net
income for each quarter of 2012 through 2010:
2012
=== ========== === =========== === =========
First Quarter Second Quarter Third Quarter
============================================================= ============== =============== =============
Summary of Results Per Common Share
Operating earnings $ 1.34 $ 1.31 $ 1.55
Transaction-related costs, net of tax - - (.04)
Loss on early extinguishment of long-term debt, net of tax - - (.07)
Net realized capital gains, net of tax .09 .01 .03
============================================================= === ========== === =========== === =========
Net Income (GAAP measure) $ 1.43 $ 1.32 $ 1.47
============================================================= === ========== === =========== === =========
2011
=== ========== === =============== ========= === ==========
First Quarter Second Quarter Third Quarter Fourth Quarter
============================================================= ============== =============== ============= ==============
Summary of Results Per Common Share
Operating earnings $ 1.43 $ 1.35 $ 1.40 $ 0.97
Voluntary early retirement program, net of tax - - (.24) -
Net realized capital gains, net of tax .07 .04 .14 .05
============================================================= === ========== === =========== === ========= === ==========
Net Income (GAAP measure) $ 1.50 $ 1.39 $ 1.30 $ 1.02
============================================================= === ========== === =========== === ========= === ==========
2010
=== ========== === =============== ========= === ==========
First Quarter Second Quarter Third Quarter Fourth Quarter
============================================================= ============== =============== ============= ==============
Summary of Results Per Common Share
Operating earnings $ 0.98 $ 1.05 $ 1.00 $ 0.63
Litigation-related insurance proceeds, net of tax .10 .03 .07 .04
Transaction-related costs, net of tax - - - (.11)
Severance and facilities charge, net of tax - - - (.07)
Net realized capital gains, net of tax .20 .06 .12 .04
============================================================= === ========== === =========== === ========= === ==========
Net Income (GAAP measure) $ 1.28 $ 1.14 $ 1.19 $ 0.53
============================================================= === ========== === =========== === ========= === ==========
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Footnotes (Continued)
(4) Projected business segment operating expense ratio (Projected Business
Segment Operating SGandA Ratio) is calculated by dividing operating
expenses, excluding other items, by revenue, as described in (1), for our
business segments, Health Care, Group Insurance and Large Case Pensions.
Aetna is not able to project the amount of future net realized capital
gains or losses or any such other items and therefore cannot reconcile the
projected business segment operating expense ratio to a comparable GAAP
measure.
(5) Projected excess cash flow available to the parent after payment of
estimated fixed charges, shareholder dividends, issuance and/or maturity of
debt, and inclusive of estimated available cash from employee stock
programs.
(6) In addition to net realized capital gains, the following other items are
excluded from operating earnings because we believe they neither relate to
the ordinary course of our business nor reflect our underlying business
performance:
[] In the third quarter of 2012, we incurred transaction -related costs
of $12.5 million ($13.8 million pretax) related to the proposed
acquisition of Coventry. Transaction -related costs include $10.0
million of advisory, legal and other professional fees which are not
deductible for tax purposes and are reflected in the GAAP Consolidated
Statements of Income in general and administrative expenses as well as
the cost of the bridge credit agreement, which is reflected in the
GAAP Consolidated Statements of Income in interest expense.
[] In the third quarter of 2012, we incurred a loss on the early
extinguishment of long-term debt of $23.0 million ($35.4 million
pretax) related to repurchases of certain of our outstanding senior
notes.
[] In July 2011, we announced a voluntary early retirement program. In
connection with the voluntary early retirement program, we recorded a
charge of $89.1 million ($137.0 million pretax) during the third
quarter of 2011.
[] In the fourth quarter of 2010, we recorded transaction -related costs
of $43.1 million ($66.2 million pretax). These costs related to our
Pharmacy Benefit Management Subcontract Agreement with CVS Caremark
Corporation and the announced acquisition of Medicity Inc.
[] Following a Pennsylvania Supreme Court ruling in June 2009, we
recorded litigation -related insurance proceeds of $45.5 million ($70
million pretax), $13.0 million ($20.0 million pretax), $26.6 million
($41.0 million), $16.4 million ($25.3 million pretax) and $101.5
million ($156.3 million pretax) for the three months, six months, nine
months and year ended December 31, 2010, respectively, from our
liability insurers related to certain litigation we settled in 2003.
[] In the fourth quarter of 2010 we recorded severance and facilities
charges of $30.8 million ($47.4 million pretax). The 2010 severance
and facilities charges related to actions taken in 2010 or committed
to be taken in 2011.
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