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 in this Current Report on Form 8-K regarding Aetna that are forward-looking, including the number of states and the number of counties in which we will offer public exchange products in 2017 and the number of counties in which we will offer off-exchange individual products in 2017, 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: the profitability of Aetnas and Humana Inc.s (Humanas) public exchange and affordable care act (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 and/or Humana projected; 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); increased pharmacy costs (including in Aetnas and/or Humanas public exchange products)); uncertainty related to Aetnas and Humanas accruals for ACAs reinsurance, risk adjustment and risk corridor programs (3Rs); uncertainty related to the funding for and final reconciliations with respect to 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 exchanges; the timing to consummate Aetnas proposed acquisition of Humana (the Humana Acquisition); the timing and resolution of the Department of Justice litigation relating to the Humana Acquisition; the timing to consummate the proposed divestitures of certain of Aetnas and Humanas Medicare Advantage assets (collectively, the Divestitures); the risk that a condition to closing of the Humana Acquisition and/or the Divestitures may not be satisfied; the risk that a regulatory approval that may be required for Aetnas 2017 public exchange or off-exchange individual products, the Humana Acquisition and/or the Divestitures is delayed, is not obtained or is obtained subject to conditions that are not anticipated; the outcome of various litigation matters related to the Humana Acquisition; Aetnas ability to achieve the synergies and value creation projected to be realized following the completion of the Humana Acquisition; Aetnas ability to promptly and effectively integrate Humanas businesses; the diversion of management time on Humana Acquisition-related and/or Divestiture-related issues; Aetnas and Humanas ability to offset Medicare Advantage and PDP rate pressures; and changes in Aetnas and Humanas future cash requirements, capital requirements, results of operations, financial condition and/or cash flows. Health care reform will continue to significantly impact Aetnas business operations and financial results, including Aetnas pricing and medical benefit ratios. Key components of the legislation will continue to be phased in through 2020, and Aetna will be required to dedicate material resources and incur material expenses during 2016 to implement health care reform. Significant parts of the legislation, including aspects of public exchanges, nondiscrimination requirements, reinsurance, risk corridor and risk adjustment, continue to evolve through the promulgation of regulations and guidance at the federal level. In addition, pending efforts in the U.S. Congress to 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 will not be known for the next several years. Other important risk factors include: 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 Aetnas and/or Humanas business model, restrict funding for or amend various aspects of health care reform, limit Aetnas and/or Humanas 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 Aetnas and/or Humanas potential litigation exposure)); 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 and/or Humanas 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, operating 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 Healthagen (including Accountable Care Solutions and health information technology) 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, the difficult economy and/or significant competition, especially in key geographic areas where membership is concentrated, including successful protests of business awarded to Aetna and/or Humana; failure to adequately implement health care reform; the outcome of various litigation and regulatory matters, including audits, challenges to Aetnas and/or Humanas minimum MLR rebate methodology and/or reports, guaranty fund assessments, intellectual property litigation and litigation concerning, and ongoing reviews by various regulatory authorities of, certain of Aetnas and/or Humanas 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 Humana, Coventry, bswift LLC and other businesses Aetna may acquire in the future) and implement multiple strategic and operational initiatives (including the Divestitures) simultaneously; Aetnas and/or Humanas 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 curtailment or elimination of the Centers for Medicare & Medicaid Services star rating bonus payments; 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 or Humana; Aetnas and Humanas ability to develop and maintain relationships (including collaborative risk-sharing agreements) with providers while taking actions to reduce medical costs and/or expand the services each company offers; Aetnas ability to demonstrate that Aetnas products and processes lead to access to quality affordable care by Aetnas members; Aetnas and/or Humanas ability to maintain their relationships with third-party brokers, consultants and agents who sell their 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 2015 Annual Report on Form 10-K (Aetnas 2015 Annual Report) and Aetna's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 ("Aetna's June 2016 Quarterly Report"), each on file with the Securities and Exchange Commission ("SEC"). For more discussion of important risk factors that may materially affect Humana, please see the risk factors contained in Humanas 2015 Annual Report on Form 10-K (Humanas 2015 Annual Report) and Humana's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished during 2016, each on file with the SEC. You should also read Aetnas 2015 Annual Report and Aetna's June 2016 Quarterly Report for a discussion of Aetnas historical results of operations and financial condition. You should also read Humanas 2015 Annual Report and Humana's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, each on file with the SEC, for a discussion of Humanas 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 or Humana. 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.
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.
Date: August 16, 2016
/s/ Sharon A. Virag
Sharon A. Virag
Vice President, Controller and Chief Accounting Officer
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