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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aetna Inc. (delisted) | NYSE:AET | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 212.70 | 0 | 01:00:00 |
Pennsylvania
(State or other jurisdiction of incorporation or organization)
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23-2229683
(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)
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Registrant's telephone number, including area code
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(860) 273-0123
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Shares, $.01 par value
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Name of each exchange on which registered
New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
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R
Yes
£
No
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||
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act.
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¨
Yes
þ
No
|
||
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||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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R
Yes
£
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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R
Yes
£
No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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þ
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
þ
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Accelerated filer
£
|
Non-accelerated filer
£
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Smaller reporting company
£
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(Do not check if smaller reporting company)
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||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
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£
Yes
þ
No
|
||||
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Table of Contents
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Page
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Part I
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|
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Item 1.
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Business
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1
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Item 1A.
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Risk Factors
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13
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Item 1B.
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Unresolved Staff Comments
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13
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Item 2.
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Properties
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14
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Item 3.
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Legal Proceedings
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14
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Item 4.
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Mine Safety Disclosures
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14
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Executive Officers of the Registrant
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14
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Part II
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|
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
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15
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Item 6.
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Selected Financial Data
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15
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of
Operations
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16
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 8.
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Financial Statements and Supplementary Data
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16
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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16
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Item 9A.
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Controls and Procedures
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16
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Item 9B.
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Other Information
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17
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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17
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Item 11.
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Executive Compensation
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17
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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17
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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17
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Item 14.
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Principal Accounting Fees and Services
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17
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Part IV
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Item 15.
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Exhibits, Financial Statement Schedules
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17
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Signatures
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29
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Index to Exhibits
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30
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•
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Generating excess capital of $3.0 billion dollars in 2011, as we grew earnings, executed innovative reinsurance transactions and reduced working capital needs.
|
•
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Effectively deploying excess capital to deliver value for customers and shareholders, as we completed four significant acquisitions, repurchased 45 million shares, and instituted a meaningful shareholder dividend in 2011.
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•
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Launching our Accountable Care Solutions ("ACS") business, which combines our existing capabilities and technologies obtained through our strategic acquisitions and seeks to enhance our core business by growing membership and to obtain a favorable unit cost position in the marketplace.
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•
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Enhancing our Medicare capabilities through the acquisition of Genworth Financial, Inc.'s Medicare Supplement business and resuming marketing of our Medicare products.
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•
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Improving our health care provider discounts, which we project will enhance our competitive position in the 2013 sales cycle.
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•
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In January 2011, we acquired Medicity Inc. ("Medicity"), a health information exchange company, for approximately $490 million, net of cash acquired. This acquisition enables us to offer a set of convenient, easy-to-access technology solutions for physicians, hospitals and other health care providers.
|
•
|
In June 2011, we acquired Prodigy Health Group ("Prodigy"), a third-party administrator of self-funded health care plans, for approximately $600 million, net of cash acquired. Prodigy extends our capabilities in the third-party administrator business while providing a separate option under the Prodigy brands that addresses affordability and quality for middle-sized and small businesses and customers who are primarily price-focused.
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•
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In October 2011, we acquired Genworth's Medicare Supplement business and related blocks of in-force business for approximately $225 million, net of cash acquired. This acquisition brought members and enhances our capabilities to grow our Medicare Supplement business, which include access to commercial retirees and Medicare Prescription Drug Plan members, multi-channel distribution and our other product offerings.
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•
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In October 2011, we acquired PayFlex Holdings, Inc. ("PayFlex"), one of the nation’s largest independent account-based health plan administrators, for approximately $200 million, net of cash acquired. Acquiring PayFlex extends our ability to provide members with flexible, customized, easy-to-use tools and solutions to better manage their health care expenses.
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Aetna Vision
SM
Preferred
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2011
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2010
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2009
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|||||||||||||||
(Thousands)
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Insured
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ASC
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Total
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Insured
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ASC
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Total
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Insured
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ASC
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Total
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Northeast
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1,847
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|
2,628
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4,475
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1,839
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2,709
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4,548
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|
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1,952
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2,669
|
|
4,621
|
|
Southeast
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1,119
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2,854
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3,973
|
|
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1,125
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2,902
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4,027
|
|
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1,302
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2,826
|
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4,128
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Mid-America
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1,322
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4,230
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5,552
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1,306
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4,522
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5,828
|
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1,426
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4,423
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5,849
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West
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1,190
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2,263
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3,453
|
|
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1,286
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2,356
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3,642
|
|
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1,391
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|
2,521
|
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3,912
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Other
|
277
|
|
729
|
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1,006
|
|
|
285
|
|
138
|
|
423
|
|
|
286
|
|
118
|
|
404
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Total medical membership
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5,755
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12,704
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18,459
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5,841
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12,627
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18,468
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6,357
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12,557
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18,914
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•
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Life Insurance Products
consist principally of group term life insurance, the amounts of which may be fixed or linked to individual employee wage levels. We also offer voluntary spouse and dependent term life insurance, and group universal life and accidental death and dismemberment insurance. We offer life insurance products on an Insured basis.
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•
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Disability Insurance Products
provide employee income replacement benefits for both short-term and long-term disability. We also offer disability products with additional case management features. Similar to Health Care products, we offer disability benefits on both an Insured and employer-funded basis. We also provide absence management services to employers, including short-term and long-term disability administration and leave management.
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•
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Long-Term Care Insurance Products
provide benefits to cover the cost of care in private home settings, adult day care, assisted living or nursing facilities. Long-term care benefits were offered primarily on an Insured basis. The product was available on both a service reimbursement and disability basis. We no longer solicit or accept new long-term care customers.
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Name of Executive Officer
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Position
*
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Age
*
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Mark T. Bertolini
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Chairman, Chief Executive Officer and President
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55
|
|
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Joseph M. Zubretsky
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Senior Executive Vice President and
Chief Financial Officer and Chief Enterprise Risk Officer
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55
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William J. Casazza
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Senior Vice President and General Counsel
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56
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Margaret M. McCarthy
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Executive Vice President, Operations and Technology
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58
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Lonny Reisman, M.D.
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Senior Vice President and Chief Medical Officer
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56
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Issuer Purchases of Equity Securities
|
||||||||||
(Millions, except per share amounts)
|
Total Number
of Shares
Purchased
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|
Average Price Paid per Share
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|
Total Number of
Shares Purchased
as Part of Publicly
Announced
Plans or Programs
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|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under the
Plans or Programs
|
|
||
October 1, 2011 - October 31, 2011
|
.3
|
|
$
|
40.45
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|
.3
|
|
$
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995.7
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November 1, 2011 - November 30, 2011
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7.2
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39.82
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7.2
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707.7
|
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||
December 1, 2011 - December 31, 2011
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6.9
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41.39
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6.9
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422.2
|
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||
Total
|
14.4
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|
$
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40.58
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14.4
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N/A
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3
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Articles of Incorporation and By-Laws
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3.1
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Amended and Restated Articles of Incorporation of Aetna Inc., incorporated herein by reference to Exhibit 99.1 to Aetna Inc.'s Form 8-K filed on May 2, 2007.
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3.2
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Amended and Restated By-Laws of Aetna Inc., incorporated herein by reference to Exhibit 99.2 to Aetna Inc.'s Form 8-K filed on May 2, 2007.
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4
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Instruments defining the rights of security holders, including indentures
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4.1
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Form of Aetna Inc. Common Share certificate, incorporated herein by reference to Exhibit 4.1 to Aetna Inc.'s Amendment No. 2 to Registration Statement on Form 10 filed on December 1, 2000.
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4.2
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Senior Indenture dated as of March 2, 2001, between Aetna Inc. and U.S. Bank National Association, successor in interest to State Street Bank and Trust Company, incorporated herein by reference to Exhibit 4.2 to Aetna Inc.'s Registration Statement on Form S-3 filed on December 2, 2011.
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4.3
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Form of Subordinated Indenture between Aetna Inc. and U.S. Bank National Association, incorporated herein by reference to Exhibit 4.3 to Aetna Inc.'s Registration Statement on Form S-3 filed on December 2, 2011.
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10
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Material contracts
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10.1
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$1,500,000,000 Amended and Restated Five-Year Credit Agreement dated as of March 27, 2008, incorporated herein by reference to Exhibit 99.1 to Aetna Inc.'s Form 8-K filed on April 1, 2008.
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10.2
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Amended and Restated Aetna Inc. 2000 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 to Aetna Inc.'s Form 10-K filed on February 27, 2009. **
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10.3
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Form of Aetna Inc. 2000 Stock Incentive Plan - Stock Appreciation Right Terms of Award, incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q filed on October 26, 2006 (SEC file number 001-16095). **
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10.4
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Form of Aetna Inc. 2000 Stock Incentive Plan - Restricted Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on October 26, 2006 (SEC file number 001-16095). **
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10.5
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Form of Aetna Inc. 2000 Stock Incentive Plan - Aetna Performance Unit Award Agreement, incorporated herein by reference to Exhibit 10.3 to Aetna Inc.'s Form 10-Q filed on October 26, 2006 (SEC file number 001-16095). **
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10.6
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Form of Aetna Inc. 2000 Stock Incentive Plan - Aetna Performance Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.10 to Aetna Inc.'s Form 10-K filed on February 29, 2008. **
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10.7
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Form of Aetna Inc. 2000 Stock Incentive Plan - Restricted Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q/A filed on August 1, 2008. **
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10.8
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Form of Aetna Inc. 2000 Stock Incentive Plan - Restricted Stock Unit Terms of Award (with non-compete provision), incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q/A filed on August 1, 2008. **
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10.9
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Form of Aetna Inc. 2000 Stock Incentive Plan - Market Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q filed on April 29, 2010. **
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10.10
|
Form of Aetna Inc. 2000 Stock Incentive Plan - Performance Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on April 29, 2010. **
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10.11
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Form of Aetna Inc. 2000 Stock Incentive Plan - Restricted Stock Unit Terms of Award (2010, with retirement vesting), incorporated herein by reference to Exhibit 10.3 to Aetna Inc.'s Form 10-Q filed on April 29, 2010. **
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10.12
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Form of Aetna Inc. 2000 Stock Incentive Plan - Restricted Stock Unit Terms of Award (2010, without retirement vesting), incorporated herein by reference to Exhibit 10.4 to Aetna Inc.'s Form 10-Q filed on April 29, 2010. **
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10.13
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Amended and Restated Aetna Inc. 2002 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.11 to Aetna Inc.'s Form 10-K filed February 27, 2009. **
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10.14
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Amended Aetna Inc. 2010 Stock Incentive Plan, as amended May 20, 2011, incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 8-K filed on May 23, 2011. **
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10.15
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Form of Aetna Inc. 2010 Stock Incentive Plan – Restricted Stock Unit Terms of Award (with non-compete provision), incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
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10.16
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Form of Aetna Inc. 2010 Stock Incentive Plan – Market Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
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10.17
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Form of Aetna Inc. 2010 Stock Incentive Plan – Performance Stock Unit Terms of Award, incorporated herein by reference to Exhibit 10.3 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
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10.18
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Form of Aetna Inc. 2010 Stock Incentive Plan – Restricted Stock Unit Terms of Award (2011, with retirement vesting), incorporated herein by reference to Exhibit 10.4 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
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10.19
|
Form of Aetna Inc. 2010 Stock Incentive Plan – Restricted Stock Unit Terms of Award (2011, without retirement vesting), incorporated herein by reference to Exhibit 10.5 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
|
|
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10.20
|
Form of Aetna Inc. 2010 Stock Incentive Plan – Stock Appreciation Right Agreement, incorporated herein by reference to Exhibit 10.6 to Aetna Inc.'s Form 10-Q filed on April 28, 2011. **
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10.21
|
Amended and Restated Aetna Inc. 2001 Annual Incentive Plan, incorporated herein by reference to Exhibit 10.5 to Aetna Inc.'s Form 10-Q filed on April 29, 2010. **
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10.22
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Aetna Inc. 2010 Non-Employee Director Compensation Plan, incorporated herein by reference to Annex C to Aetna Inc.'s definitive proxy statement on Schedule 14A filed on April 12, 2010. **
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10.23
|
Aetna Inc. Non-Employee Director Compensation Plan as Amended through December 5, 2008, incorporated herein by reference to Exhibit 10.13 to Aetna Inc.'s Form 10-K filed on February 27, 2009. **
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10.24
|
Form of Aetna Inc. Non-Employee Director Compensation Plan - Restricted Stock Unit Agreement, incorporated herein by reference to Exhibit 10.4 to Aetna Inc.'s Form 10-Q filed on October 26, 2006 (SEC file number 001-16095). **
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10.25
|
1999 Director Charitable Award Program, as Amended and Restated on January 25, 2008, incorporated herein by referenced to Exhibit 10.15 to Aetna Inc.'s Form 10-K filed on February 29, 2008. **
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10.26
|
Aetna Inc. 2011 Employee Stock Purchase Plan dated as of May 20, 2011, incorporated herein by reference to Exhibit 4.4 to Aetna Inc.'s Registration Statement on Form S-8 filed on August 3, 2011. **
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10.27
|
Amended and Restated Employment Agreement dated October 19, 2010 between Aetna Inc. and Mark T. Bertolini, incorporated herein by reference to Exhibit 10.3 to Aetna Inc.'s Form 10-Q filed on November 3, 2010. **
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10.28
|
Letter agreement dated February 6, 2007 between Aetna Inc. and Joseph M. Zubretsky, incorporated herein by reference to Exhibit 10.29 to Aetna Inc.'s Form 10-K filed on February 27, 2007. **
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10.29
|
Amendment No. 1 to Employment Agreement dated as of December 17, 2008 between Aetna Inc. and Joseph M. Zubretsky, incorporated herein by reference to Exhibit 10.23 to Aetna Inc.'s Form 10-K filed on February 27, 2009. **
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10.30
|
Letter agreement dated July 20, 2000 between Aetna Inc. and William J. Casazza, incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on April 24, 2008. **
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10.31
|
Amended and Restated Employment Agreement, dated as of December 21, 2004, between ActiveHealth Management, Inc. and Lonny Reisman, M.D., incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q filed on April 29, 2009. **
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10.32
|
Employment Agreement Amendment, dated as of May 12, 2005, among Aetna Inc., ActiveHealth Management, Inc. and Lonny Reisman, M.D., incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on April 29, 2009. **
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10.33
|
Amendment No. 2 to Employment Agreement, dated as of December 31, 2008, between Aetna Inc. and Lonny Reisman, M.D., incorporated herein by reference to Exhibit 10.3 to Aetna Inc.'s Form 10-Q filed on April 29, 2009. **
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10.34
|
Amended and Restated Employment Agreement dated as of December 5, 2003 by and between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.24 to Aetna Inc.'s Form 10-K filed on February 27, 2004 (SEC file number 001-16095). **
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10.35
|
Amendment to Employment Agreement dated as of January 27, 2006 between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.14 to Aetna Inc.'s Form 10-K filed on March 1, 2006 (SEC file number 001-16095). **
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10.36
|
Amendment No. 2 to Employment Agreement dated as of December 31, 2008 between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.18 to Aetna Inc.'s Form 10-K filed on February 27, 2009. **
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10.37
|
Amendment No. 3 to Employment Agreement dated as of December 11, 2009 between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.18 to Aetna Inc.'s Form 10-K filed on February 26, 2010. **
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10.38
|
Amendment No. 4 to Employment Agreement dated as of October 19, 2010 between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.1 to Aetna Inc.'s Form 10-Q filed on November 3, 2010. **
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10.39
|
Incentive Stock Unit Agreement between Aetna Inc. and Ronald A. Williams dated as of February 14, 2006, pursuant to the Aetna Inc. 2000 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to Aetna Inc.'s Form 10-K filed on March 1, 2006 (SEC file number 001-16095). **
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10.40
|
Consulting Agreement dated as of October 19, 2010 between Aetna Inc. and Ronald A. Williams, incorporated herein by reference to Exhibit 10.2 to Aetna Inc.'s Form 10-Q filed on November 3, 2010. **
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10.41
|
Description of certain arrangements not embodied in formal documents, as described under the headings “2011 Nonmanagement Director Compensation” and “Additional Director Compensation Information” are incorporated herein by reference to the Proxy Statement. **
|
|
|
11
|
Statement re: computation of per share earnings
|
11.1
|
“Computation of per share earnings” is incorporated herein by reference to Note 4 of Notes to Consolidated Financial Statements on page 75 of the Annual Report.
|
|
|
12
|
Statement re: computation of ratios
|
12.1
|
Computation of ratio of earnings to fixed charges.
|
|
|
13
|
Annual report to security holders
|
13.1
|
Management's Discussion and Analysis of Financial Condition and Results of Operations, Selected Financial Data, Consolidated Financial Statements, Notes to Consolidated Financial Statements, Management's Report on Internal Control Over Financial Reporting, Management's Responsibility for Financial Statements, Audit Committee Oversight, Report of Independent Registered Public Accounting Firm, Quarterly Data (unaudited) and Corporate Performance Graph are incorporated herein by reference to the Annual Report and filed herewith in electronic format.
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21
|
Subsidiaries of the registrant
|
21.1
|
Subsidiaries of Aetna Inc.
|
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23
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Consents of experts and counsel
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23.1
|
Consent of Independent Registered Public Accounting Firm.
|
24
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Power of Attorney
|
24.1
|
Power of Attorney.
|
|
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31
|
Rule 13a - 14(a)/15d - 14(e) Certifications
|
31.1
|
Certification.
|
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31.2
|
Certification.
|
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32
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Section 1350 Certifications
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32.1
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Certification.
|
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32.2
|
Certification.
|
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101
|
XBRL Documents
|
|
|
101.INS
|
XBRL Instance Document.
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
|
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101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
*
|
Exhibits other than those listed are omitted because they are not required to be listed or are not applicable. Copies of exhibits, including exhibits that are not required to be listed, will be furnished without charge upon written request to the Office of the Corporate Secretary, Aetna Inc., 151 Farmington Avenue, Hartford, Connecticut 06156.
|
**
|
Management contract or compensatory plan or arrangement.
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
23
|
|
|
Schedule I: Financial Information of Aetna Inc. (Parent Company Only):
|
|
|
|
Statements of Income
|
24
|
Balance Sheets
|
25
|
Statements of Shareholders' Equity
|
26
|
Statements of Cash Flows
|
27
|
Notes to Financial Statements
|
28
|
|
|
|
For the Years Ended December 31,
|
||||||||
(Millions)
|
2011
|
|
2010
|
|
2009
|
|
|||
Net investment income
|
$
|
.8
|
|
$
|
1.5
|
|
$
|
2.8
|
|
Other income
|
.2
|
|
—
|
|
30.2
|
|
|||
Net realized capital gains (losses)
|
.4
|
|
3.0
|
|
(3.5
|
)
|
|||
Total revenue
|
1.4
|
|
4.5
|
|
29.5
|
|
|||
Operating expenses
|
157.8
|
|
(27.8
|
)
|
95.8
|
|
|||
Interest expense
|
246.9
|
|
254.6
|
|
243.5
|
|
|||
Total expenses
|
404.7
|
|
226.8
|
|
339.3
|
|
|||
Loss before income tax benefit and equity in earnings of affiliates, net
|
(403.3
|
)
|
(222.3
|
)
|
(309.8
|
)
|
|||
Income tax benefit
|
140.1
|
|
66.6
|
|
104.7
|
|
|||
Equity in earnings of affiliates, net
(1)
|
2,248.9
|
|
1,922.5
|
|
1,481.6
|
|
|||
Net income
|
$
|
1,985.7
|
|
$
|
1,766.8
|
|
$
|
1,276.5
|
|
|
|
|
|
(1)
|
Includes amortization of other acquired intangible assets after-tax of
$78.5 million
,
$61.9 million
and
$63.2 million
for the years ended December 31, 2011, 2010 and 2009, respectively.
|
|
At December 31,
|
|||||
(Millions)
|
2011
|
|
2010
|
|
||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
37.6
|
|
$
|
479.5
|
|
Investments
|
38.7
|
|
90.0
|
|
||
Other receivables
|
—
|
|
73.1
|
|
||
Dividend receivable from affiliate
|
425.0
|
|
—
|
|
||
Income taxes receivable
|
13.9
|
|
24.6
|
|
||
Deferred income taxes
|
49.8
|
|
50.8
|
|
||
Other current assets
|
31.9
|
|
14.3
|
|
||
Total current assets
|
596.9
|
|
732.3
|
|
||
Investment in affiliates
(1)
|
15,354.4
|
|
14,293.3
|
|
||
Deferred income taxes
|
482.6
|
|
471.4
|
|
||
Other long-term assets
|
30.0
|
|
28.1
|
|
||
Total assets
|
$
|
16,463.9
|
|
$
|
15,525.1
|
|
|
|
|
||||
Liabilities and shareholders' equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Short-term debt
|
$
|
425.9
|
|
$
|
—
|
|
Current portion of long-term debt
|
—
|
|
899.9
|
|
||
Accrued expenses and other current liabilities
|
769.5
|
|
316.2
|
|
||
Total current liabilities
|
1,195.4
|
|
1,216.1
|
|
||
Long-term debt, less current portion
|
3,977.7
|
|
3,482.6
|
|
||
Employee benefit liabilities
|
1,132.2
|
|
897.1
|
|
||
Other long-term liabilities
|
38.4
|
|
38.5
|
|
||
Total liabilities
|
6,343.7
|
|
5,634.3
|
|
||
Shareholders' equity:
|
|
|
||||
Common stock ($.01 par value; 2.6 billion shares authorized and 349.7 million shares issued
|
|
|
||||
and outstanding in 2011; 2.7 billion shares authorized and 384.4 million shares issued and
|
|
|
||||
outstanding in 2010) and additional paid-in capital
|
962.8
|
|
651.5
|
|
||
Retained earnings
|
10,346.6
|
|
10,401.9
|
|
||
Accumulated other comprehensive loss
|
(1,189.2
|
)
|
(1,162.6
|
)
|
||
Total shareholders' equity
|
10,120.2
|
|
9,890.8
|
|
||
Total liabilities and shareholders' equity
|
$
|
16,463.9
|
|
$
|
15,525.1
|
|
|
|
|
(1)
|
Includes goodwill and other acquired intangible assets of
$7.2 billion
and
$5.6 billion
at December 31, 2011 and 2010, respectively.
|
(Millions)
|
Number of
Common
Shares
Outstanding
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Shareholders'
Equity
|
|
Comprehensive Income
|
|
||||||||||
Balance at December 31, 2008
|
456.3
|
|
|
$
|
351.2
|
|
|
$
|
9,716.5
|
|
|
$
|
(1,881.3
|
)
|
|
$
|
8,186.4
|
|
|
|
||
Cumulative effect of adopting new accounting
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
standard at April 1, 2009 (Note 2)
|
—
|
|
|
—
|
|
|
53.7
|
|
|
(53.7
|
)
|
|
—
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
1,276.5
|
|
|
—
|
|
|
1,276.5
|
|
|
$
|
1,276.5
|
|
||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net unrealized gains on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
619.0
|
|
|
619.0
|
|
|
|
||||||
Net foreign currency and derivative gains
|
—
|
|
|
—
|
|
|
—
|
|
|
34.0
|
|
|
34.0
|
|
|
|
||||||
Pension and OPEB plans
|
—
|
|
|
—
|
|
|
—
|
|
|
59.0
|
|
|
59.0
|
|
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
712.0
|
|
|
712.0
|
|
|
712.0
|
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
$
|
1,988.5
|
|
|||||||||
Common shares issued for benefit plans,
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
including tax benefits
|
3.4
|
|
|
119.2
|
|
|
—
|
|
|
—
|
|
|
119.2
|
|
|
|
||||||
Repurchases of common shares
|
(28.9
|
)
|
|
(.3
|
)
|
|
(772.7
|
)
|
|
—
|
|
|
(773.0
|
)
|
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
(17.3
|
)
|
|
|
||||||
Balance at December 31, 2009
|
430.8
|
|
|
470.1
|
|
|
10,256.7
|
|
|
(1,223.0
|
)
|
|
9,503.8
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
1,766.8
|
|
|
—
|
|
|
1,766.8
|
|
|
$
|
1,766.8
|
|
||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net unrealized gains on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
114.3
|
|
|
114.3
|
|
|
|
||||||
Net foreign currency and derivative losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(52.6
|
)
|
|
(52.6
|
)
|
|
|
||||||
Pension and OPEB plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
60.4
|
|
|
60.4
|
|
|
60.4
|
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
$
|
1,827.2
|
|
|||||||||
Common shares issued for benefit plans,
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
including tax benefits
|
6.0
|
|
|
181.9
|
|
|
—
|
|
|
—
|
|
|
181.9
|
|
|
|
||||||
Repurchases of common shares
|
(52.4
|
)
|
|
(.5
|
)
|
|
(1,605.5
|
)
|
|
—
|
|
|
(1,606.0
|
)
|
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
|
—
|
|
|
(16.1
|
)
|
|
|
||||||
Balance at December 31, 2010
|
384.4
|
|
|
651.5
|
|
|
10,401.9
|
|
|
(1,162.6
|
)
|
|
9,890.8
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
1,985.7
|
|
|
—
|
|
|
1,985.7
|
|
|
$
|
1,985.7
|
|
||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net unrealized gains on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
203.1
|
|
|
203.1
|
|
|
|
||||||
Net foreign currency and derivative losses
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(6.4
|
)
|
|
|
||||||
Pension and OPEB plans
|
—
|
|
|
—
|
|
|
—
|
|
|
(223.3
|
)
|
|
(223.3
|
)
|
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.6
|
)
|
|
(26.6
|
)
|
|
(26.6
|
)
|
|||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
$
|
1,959.1
|
|
|||||||||
Common shares issued for benefit plans,
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
including tax benefits
|
10.4
|
|
|
311.7
|
|
|
—
|
|
|
—
|
|
|
311.7
|
|
|
|
||||||
Repurchases of common shares
|
(45.1
|
)
|
|
(.4
|
)
|
|
(1,812.6
|
)
|
|
—
|
|
|
(1,813.0
|
)
|
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(228.4
|
)
|
|
—
|
|
|
(228.4
|
)
|
|
|
||||||
Balance at December 31, 2011
|
349.7
|
|
|
$
|
962.8
|
|
|
$
|
10,346.6
|
|
|
$
|
(1,189.2
|
)
|
|
$
|
10,120.2
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
||||||||
(Millions)
|
2011
|
|
2010
|
|
2009
|
|
|||
Cash flows from operating activities:
|
|
|
|
||||||
Net income
|
$
|
1,985.7
|
|
$
|
1,766.8
|
|
$
|
1,276.5
|
|
Adjustments to reconcile net income to net cash used for operating activities:
|
|
|
|
||||||
Equity earnings of affiliates
(1)
|
(2,248.9
|
)
|
(1,922.5
|
)
|
(1,481.6
|
)
|
|||
Stock-based compensation expense
|
141.4
|
|
110.4
|
|
90.7
|
|
|||
Net realized capital (gains) losses
|
(.4
|
)
|
(3.0
|
)
|
3.5
|
|
|||
Net change in other assets and other liabilities
|
388.7
|
|
(165.9
|
)
|
151.0
|
|
|||
Net cash provided by (used for) operating activities
|
266.5
|
|
(214.2
|
)
|
40.1
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Proceeds from sales and maturities of investments
|
51.2
|
|
1.1
|
|
20.9
|
|
|||
Cost of investments
|
—
|
|
(42.2
|
)
|
(1.0
|
)
|
|||
Dividends received from affiliates, net
|
1,768.7
|
|
2,040.6
|
|
444.1
|
|
|||
Cash used for acquisitions, net of cash acquired
|
(716.1
|
)
|
—
|
|
—
|
|
|||
Net cash provided by investing activities
|
1,103.8
|
|
1,999.5
|
|
464.0
|
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Net repayment of long-term debt
|
(900.0
|
)
|
—
|
|
—
|
|
|||
Net issuance of long-term debt
|
480.1
|
|
697.8
|
|
—
|
|
|||
Net issuance (repayment) of short-term debt
|
425.9
|
|
(480.8
|
)
|
266.1
|
|
|||
Common shares issued under benefit plans
|
125.5
|
|
43.2
|
|
14.8
|
|
|||
Stock-based compensation tax benefits
|
38.5
|
|
22.5
|
|
5.1
|
|
|||
Common shares repurchased
|
(1,813.0
|
)
|
(1,606.0
|
)
|
(773.0
|
)
|
|||
Collateral held on interest rate swaps
|
(2.0
|
)
|
(41.7
|
)
|
41.7
|
|
|||
Dividends paid to shareholders
|
(167.2
|
)
|
(16.1
|
)
|
(17.3
|
)
|
|||
Net cash used for financing activities
|
(1,812.2
|
)
|
(1,381.1
|
)
|
(462.6
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(441.9
|
)
|
404.2
|
|
41.5
|
|
|||
Cash and cash equivalents, beginning of period
|
479.5
|
|
75.3
|
|
33.8
|
|
|||
Cash and cash equivalents, end of period
|
$
|
37.6
|
|
$
|
479.5
|
|
$
|
75.3
|
|
Supplemental cash flow information:
|
|
|
|
||||||
Interest paid
|
$
|
254.0
|
|
$
|
242.9
|
|
$
|
244.4
|
|
Income taxes refunded
|
247.6
|
|
198.5
|
|
62.9
|
|
|||
|
|
|
|
(1)
|
Includes amortization of other acquired intangible assets after-tax of
$78.5 million
,
$61.9 million
and
$63.2 million
for the years ended December 31, 2011, 2010 and 2009, respectively.
|
Date: February 24, 2012
|
Aetna Inc.
|
|
|
By:
/s/ Rajan Parmeswar
|
|
|
Rajan Parmeswar
|
|
|
Vice President, Controller and Chief Accounting
Officer
|
|
Signer
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Mark T. Bertolini
|
|
Chairman, Chief Executive Officer,
|
|
February 24, 2012
|
Mark T. Bertolini
|
|
President and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Joseph M. Zubretsky
|
|
Senior Executive Vice President and
|
|
February 24, 2012
|
Joseph M. Zubretsky
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Rajan Parmeswar
|
|
Vice President, Controller and
|
|
February 24, 2012
|
Rajan Parmeswar
|
|
Chief Accounting Officer
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
Fernando Aguirre *
|
|
Director
|
|
|
Frank M. Clark *
|
|
Director
|
|
|
Betsy Z. Cohen *
|
|
Director
|
|
|
Molly J. Coye, M.D. *
|
|
Director
|
|
|
Roger N. Farah *
|
|
Director
|
|
|
Barbara Hackman Franklin *
|
|
Director
|
|
|
Jeffrey E. Garten *
|
|
Director
|
|
|
Gerald Greenwald *
|
|
Director
|
|
|
Ellen M. Hancock *
|
|
Director
|
|
|
Richard J. Harrington *
|
|
Director
|
|
|
Edward J. Ludwig *
|
|
Director
|
|
|
Joseph P. Newhouse *
|
|
Director
|
|
|
|
|
|
|
|
* By: /
s/ Rajan Parmeswar
|
|
|
|
|
Rajan Parmeswar
Attorney-in-fact
February 24, 2012
|
|
|
|
|
Exhibit
|
|
|
Filing
|
|
Number
|
Description of Exhibit
|
Method
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
Statement re: computation of ratios
|
|
|
|
|
|
|
|
|
12.1
|
Computation of ratio of earnings to fixed charges.
|
Electronic
|
|
|
|
|
|
|
|
13
|
Annual report to security holders
|
|
|
|
|
|
|
|
|
13.1
|
Management's Discussion and Analysis of Financial Condition and Results of Operations, Selected Financial Data, Consolidated Financial Statements, Notes to Consolidated Financial Statements, Management's Report on Internal Control Over Financial Reporting, Management's Responsibility for Financial Statements, Audit Committee Oversight, Report of Independent Registered Public Accounting Firm, Quarterly Data (unaudited) and Corporate Performance Graph sections of the Annual Report.
|
Electronic
|
|
|
|
|
|
|
|
21
|
Subsidiaries of the registrant
|
|
|
|
|
|
|
|
|
21.1
|
Subsidiaries of Aetna Inc.
|
Electronic
|
|
|
|
|
|
|
|
23
|
Consents of experts and counsel
|
|
|
|
|
|
|
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
Electronic
|
|
|
|
|
|
|
|
24
|
Power of Attorney
|
|
|
|
|
|
|
|
|
24.1
|
Power of Attorney.
|
Electronic
|
|
|
|
|
|
|
|
31
|
Rule 13a - 14(a)/15d - 14(e) Certifications
|
|
|
|
|
|
|
|
|
31.1
|
Certification.
|
Electronic
|
|
|
|
|
|
|
|
31.2
|
Certification.
|
Electronic
|
|
|
|
|
|
|
|
32
|
Section 1350 Certifications
|
|
|
|
|
|
|
|
|
32.1
|
Certification.
|
Electronic
|
|
|
|
|
|
|
|
32.2
|
Certification.
|
Electronic
|
|
|
|
|
|||
101
|
XBRL Documents
|
|||
|
|
|||
101.INS
|
XBRL Instance Document.
|
|||
|
|
|||
101.SCH
|
XBRL Taxonomy Extension Schema.
|
|||
|
|
|||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|||
|
|
|||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
|||
|
|
|||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
|||
|
|
|||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase.
|
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