Filed by Aetna Inc.

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

 

Subject Company: Humana Inc.

(Commission File No.: 001-05975)

 

The following slides were presented at Aetna's Investor Presentation: 

 
 
 

July 3, 2015
Aetna to Acquire Humana

(C) Aetna Inc. 2015 All rights reserved.
 

 
 

Participants

Mark T. Bertolini
Chairman and Chief Executive Officer, Aetna Inc.

Bruce Broussard
President and Chief Executive Officer, Humana Inc.

Karen Rohan
President, Aetna Inc.

Shawn Guertin
EVP and Chief Financial Officer, Aetna Inc.

Aetna + Humana | July 3, 2015

Aetna Inc. 2
 

 
 

Important Information For Investors And Shareholders

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. In
 connection with the proposed transaction between Aetna Inc. ([]Aetna[]) and
 Humana Inc. ([]Humana[]), Aetna and Humana will file relevant materials with
 the Securities and Exchange Commission (the []SEC[]), including an Aetna
 registration statement on Form S - 4 that will include a joint proxy statement
 of Aetna and Humana that also constitutes a prospectus of Aetna, and a
 definitive joint proxy statement/prospectus will be mailed to stockholders of
 Aetna and Humana. INVESTORS AND SECURITY HOLDERS OF AETNA AND HUMANA ARE URGED
 TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE
 FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
 BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
 will be able to obtain free copies of the registration statement and the joint
 proxy statement/prospectus (when available) and other documents filed with the
 SEC by Aetna or Humana through the website maintained by the SEC at
 http://www.sec.gov. Copies of the documents filed with the SEC by Aetna will be
 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 Humana will be available free of
 charge on Humana[]s internet website at http://www.Humana.com or by contacting
 Humana[]s Investor Relations Department at 502 - 580 - 3644.

Aetna, Humana, their respective directors and certain of their respective
 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 Humana is set forth in its Annual Report on
 Form 10 - K for the year ended December 31, 2014, which was filed with the SEC
 on February 18, 2015, its proxy statement for its 2015 annual meeting of
 stockholders, which was filed with the SEC on March 6, 2015, and its Current
 Report on Form 8 - K, which was filed with the SEC on April 17, 2015.
 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, 2014
 ([]Aetna[]s Annual Report[]), which was filed with the SEC on February 27,
 2015, its proxy statement for its 2015 annual meeting of shareholders, which
 was filed with the SEC on April 3, 2015 and its Current Reports on Form 8 - K,
 which were filed with the SEC on May 19, 2015 and May 26, 2015. Other
 information regarding the participants in the proxy solicitations and a
 description of their direct and indirect interests, by security holdings or
 otherwise, will be contained in the joint proxy statement/prospectus and other
 relevant materials to be filed with the SEC when they become available.

Aetna + Humana | July 3, 2015

Aetna Inc. 3
 

 
 

Cautionary Statement

This presentation 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 Aetna[]s and
 Humana[]s control.

Statements in this document regarding Aetna that are forward - looking,
 including Aetna[]s projections as to the anticipated benefits of the pending
 transaction to Aetna, increased membership as a result of the pending
 transaction, the impact of the pending transaction on Aetna[]s businesses and
 share of revenues from Gov ernment business, the methods Aetna will use to
 finance the cash portion of the transaction, the impact of the transaction on
 Aetna[]s operating earnings per share, earnings before interest, taxes,
 depreciation and amortization ([]EBITDA[]), revenues and parent cash flows, the
 synergies from the pending transaction, and the closing date for the pending
 transaction, 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. In particular, projected financial information for
 the combined businesses of Aetna and Humana Inc. is based on management[]s
 estimates, assumptions and projections and has not been prepared in conformance
 with the applicable accounting requirements of Regulation S - X relating to pro
 forma financial information, and the required pro forma adjustments have not
 been applied and are not reflected therein. None of this information should be
 considered in isolation from, or as a substitute for, the historical financial
 statements of Aetna or Humana Inc. 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 timing to
 consummate the proposed acquisition; the risk that a condition to closing of
 the proposed acquisition may not be satisfied; the risk that a regulatory
 approval that may be required for the proposed acquisition is delayed, is not
 obtained or is obtained subject to cond itions that are not anticipated;
 Aetna[]s ability to achieve the synergies and value creation contemplated by
 the proposed acquisition; Aetna[]s ability to promptly and effectively
 integrate Humana[]s b usinesses; the diversion of management time on
 acquisition - related issues; unanticipated increases in medical costs
 (including increased intensity or medical utilization as a result of flu or
 otherwise; changes in membership mix to higher cost or lower - premium products
 or membership- adverse selection; medical cost increases resulting from
 unfavorable changes in contracting or re - contracting with providers
 (including as a result of provider consolidation and/or integration); and
 increased pharmacy costs (including in Aetna[]s health insurance exchange
 products)); the profitability of A etn a[]s public health insurance exchange
 products, where membership is higher than Aetna projected and may have more
 adverse health status and/or higher medical benefit utilization than Aetna
 project ed; uncertainty related to Aetna[]s accruals for health care reform's
 reinsurance, risk adjustment and risk corridor programs ([]3R[]s[]); the
 implementation of health care reform legislation, including collection of
 health care reform 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 MLR rebates); the implementation of health insurance
 exchanges; Aetna[]s ability to offset Medicare Advantage and PDP rate pressur
 es; and changes in Aetna[]s future cash requirements, capital requirements,
 results of operations, financial condition and/or cash flows. Health care
 reform will continue to significantly i mpact Aetna[]s business operations and
 financial results, including Aetna[]s pricing and medical benefit ratios. Key
 components of the legislation will continue to be phased in through 2018, and
 Aetna will be required to dedicate material resources and incur material
 expenses during 2015 to implement health care reform. Certain significant parts
 of the legislation, including aspects of public health insurance exchanges,
 Medicaid expansion, reinsurance, risk corridor and risk adjustment and the
 implementation of Medicare Advantage and Part D minimum medical loss ratios
 ([]MLRs[]), require further guid ance and clarification 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 amend
 or restrict funding for various aspects of health care reform, and 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 Aetna[]s business model, restrict funding for or
 amend various aspects of health care reform, limit Aetna[]s ability to price
 for the risk it assumes and/or reflect reasonable costs or profits in its
 pricing, such as mandated minimum medical benefit ratios, or eliminate or
 reduce ERISA pre - emption of state laws
(increasing Aetna[]s potential litigation exposure)); 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;

Aetna + Humana | July 3, 2015 Aetna Inc. 4

 

 
 

Cautionary Statement (Cont[]d)

Aetna[]s social media activities, data security breaches, other cybersecurity
 risks or other causes; Aetna[]s ability to diversify Aetna[]s sources of
 revenue and earnings (including by creating a consumer business and expanding
 Aetna[]s foreign operations), transform Aetna[]s business model, develop new
 products and optimize Aetna[]s business platforms; the success of Aetna[]s
 Healthagen(R) (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; failure to adequately implement health care reform; the outcome of
 various litigation and regulatory matters, including audits, challenges to
 Aetna[]s 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 Aetna[]s
 payment practices with respect to out- of- network providers and/or life
 insurance policies; Aetna[]s ability to integrate, simplify, and enhance
 Aetna[]s existing products, processes and information technology systems and
 platforms to keep pace with changing customer and regulatory needs; Aetna[]s
 ability to successfully integrate Aetna[]s businesses (including Humana,
 Coventry, bswift LLC and other businesses Aetna may acquire in the future) and
 implement multiple strategic and operational initiatives simultaneously;
 Aetna[]s 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 and Medicaid Services[] star rating bonus
 payments; Aetna[]s ability to reduce administrative expenses while maintaining
 targeted levels of service and operating performance; failure by a service
 provider to meet its obligations to us; Aetna[]s 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 Aetna offers; Aetna[]s ability to demonstrate that Aetna[]s products
 and processes lead to access to quality affordable care by Aetna[]s members;
 Aetna[]s ability to maintain Aetna[]s relationships with third- party brokers,
 consultants and agents who sell Aetna[]s 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 Aetna[]s financial ratings; and adverse
 impacts from any failure to raise the U. S. Federal government's 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 Aetna[]s 2014 Annual Report on Form 10 - K ([]Aetna[]s
 2014 Annual Report[]) on file with the Securities and Exchange Commission
 ([]SEC[]). You should also read Aetna[]s 2014 Annual Report and Aetna[]s
 Quarterly Report on Form 10 - Q for the quarter ended March 31, 2015, on file
 with the SEC, 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, what
 impact they will have on the results of operations, financial condition or cash
 flows of Aetna or Humana. Neither Aetna nor Humana 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.

Aetna + Humana | July 3, 2015 Aetna Inc. 5
 

 
 

Agenda

[] Transaction Summary

[] Strategic Rationale

[] Financial Overview

[] Conclusion
 

 
 

Aetna + Humana | July 3, 2015

Aetna Inc. 6

+ :
Creating a New Healthcare Leader



Note: 2015 Projected Revenue: see notes at end of presentation for additional
 disclosures on financial metrics. Source: Bloomberg and company projections
The managed care industry continues to be highly competitive with even smaller
 operators acting as viable competitors in the markets in which they operate
Aetna + Humana | July 3, 2015 Aetna Inc. 7
 

 
 

+ :
Creating a New Healthcare Leader

[] Aetna and Humana are positioned to better serve members in a rapidly changing
 managed care industry

[] Highly complementary assets, with Humana[]s Medicare focus and Aetna[]s
 strong Commercial presence [] Well diversified business portfolio [] Improved
 cost structure enabling the combined company to offer more competitive products
 to consumers [] Proven track record of successful integration execution and
 achievement of cost savings

[] Combined platform will drive stable, predictable growth

[] Combined projected 2015E Revenues of $115B  and EBITDA of over $8B

[] 8.7  million Commercial Insured Members and 4.4  million Medicare Advantage
 Members [] Diversified revenue base, with 56% from Government business [] Low
 double-digit   percent Operating EPS accretion projected by 2018 [] Compelling
 synergy potential, with $1.25B   projected in 2018

Note: Membership as of March 31, 2015: Government excludes TRICARE revenues; see
 notes at end of presentation for additional disclosures on financial metrics.
Aetna + Humana | July 3, 2015 Aetna Inc. 8
 

 
 

Key Transaction Terms


Note: Estimates based on current projections.
(1) Purchase price based on closing Aetna share price on 2 - July - 2015. (2)
 Humana unaffected price as of 28 - May - 2015.
See Notes at end of presentation for additional disclosures on financial metrics
 

 
 

Aetna + Humana | July 3, 2015 Aetna Inc. 9

+ Are the Right Partners

[] After a thorough review of the industry prospects and strategic alternatives,
 the Aetna and Humana boards concluded the transaction is the best value
 creation opportunity for our respective shareholders

[] Key considerations included

[] Shareholder value creation potential based on strategic and financial profile
 of combined company [] Compelling synergy potential of combination[] Execution
 and integration capabilities of Aetna and potential partners [] Complementary
 nature of assets, strategic vision, and culture

[] Robust review process conducted

[] Both Aetna and Humana conducted detailed and thorough strategic evaluations
 of the changing landscape [] Review included input from independent financial
 and legal advisors [] Independently concluded that this was the preferred
 strategic partnership [] Unanimous board approval for both Aetna and Humana

Aetna + Humana | July 3, 2015 Aetna Inc. 10
 

 
 

Agenda

[] Transaction Summary

[] Strategic Rationale

[] Financial Overview

[] Conclusion

Aetna + Humana | July 3, 2015

Aetna Inc. 11
 

 
 

Compelling Strategic Combination

[] Improved membership positioning [] Further diversifies portfolio by
 increasing government exposure [] Enhances consumer capabilities [] Enhances
 provider engagement efforts [] Compelling synergy potential [] Expands capital
 and balance sheet strength


Aetna + Humana | July 3, 2015

Aetna Inc. 12
 

 
 

Improved Membership Positioning

Commercial Insured Members (M) Medicare Advantage Members (M)


Source: Company reports As of March 31, 2015
The managed care industry continues to be highly competitive with even smaller
 operators acting as viable competitors in the markets in which they operate
Aetna + Humana | July 3, 2015 Aetna Inc. 13
 

 
 

Diversified Revenue Base





2015E Revenue: 2015E Revenue: 2015E Combined $61 billion $54 billion Revenue:
 $115 billion

Commercial Risk Medicare Medicaid ASC and Other

Source: Aetna and Humana internal projections. Note: See notes at end of
 presentation for additional disclosures on financial metrics.
Aetna + Humana | July 3, 2015 Aetna Inc. 14
 

 
 

A Leading Government Platform

Medicare Advantage Medicare PDP Medicaid Members


Membership figures as of March 31, 2015
Aetna + Humana | July 3, 2015 Aetna Inc. 15
 

 
 

A Leading Commercial Platform

Commercial Insured Commercial ASC Public Exchange Members Members* Members


Membership figures as of March 31, 2015 *Excludes Humana[]s TRICARE members
Aetna + Humana | July 3, 2015 Aetna Inc. 16
 

 
 

Enhanced Geographic Profile


[] Adds 9.8  million medical members and 4.4  million PDP members

[] Increases medical membership in four of Aetna[]s top 10 states

[] Improves Aetna[]s position in many other geographies

Top 10 Aetna Medical Membership States Top 10 Humana Medical Membership Sates

Aetna and Humana Top 10 Medical Membership States

Membership figures as of March 31, 2015
Aetna + Humana | July 3, 2015 Aetna Inc. 17
 

 
 

Aetna + Humana Provider Capabilities


Our combined provider capabilities enhance the ability to manage care and
 relationships with providers

Note: Illustrative capabilities shown, not all inclusive. Humana capabilities
 shown are organized under the Transcend and Transcend Insights brands

Aetna + Humana | July 3, 2015 Aetna Inc. 18
 

 
 

Aetna + Humana Consumer Capabilities


The combined platform enhances the ability to offer consumers clinical
 engagement and consumer experience capabilities

Note: Illustrative capabilities shown above, not all inclusive.
Aetna + Humana | July 3, 2015 Aetna Inc. 19
 

 
 

PBM Optionality

[] Over 600M prescriptions in 2015E

[] 4 th largest PBM on stand-alone   basis

[] Option value to create high growth services company with substantive
 unregulated cash flow


Aetna + Humana | July 3, 2015 Aetna Inc. 20
 

 
 

Agenda

[] Transaction Summary

[] Strategic Rationale

[] Financial Overview

[] Conclusion

Aetna + Humana | July 3, 2015 Aetna Inc. 21
 

 
 

Investment Highlights

[] Creates a diversified and comprehensive leader in the managed care industry
 [] Significantly improved membership base and revenue

[] Complementary businesses provide unique product diversification and
 geographic reach [] Combined platforms provide best-in-breed     provider and
 consumer capabilities [] Compelling synergy potential and operational
 efficiencies [] Highly attractive revenue and cash flow growth profile, with
 compelling operating EPS accretion projected [] Aetna has a proven track record
 of executing transformative M and A

Aetna + Humana are positioned to better serve members in a rapidly changing
 healthcare industry

Aetna + Humana | July 3, 2015 Aetna Inc. 22
 

 
 

Aetna + Humana at a Glance



Note: Membership as of March 31, 2015 . Combined Aetna + Humana metrics are
 estimated. See notes at end of presentation for additional disclosures on
 financial metrics. Some figures may not add due to rounding.
Aetna + Humana | July 3, 2015 Aetna Inc. 23
 

 
 

Purchase Price and Consideration


[] Purchase price of $230.11   per Humana share [] $125  per share in cash
 consideration [] $105.11   in shares of AET stock

[] Implied consideration mix: 54% Cash and 46% Stock

[] Premium of 29% based on Humana[]s unaffected trading price of $178.41   on
 May 28, 2015

[] Annual synergies of $1.25B   in 2018, second full year of transaction

[] Driven by increased efficiency from care management platform and reduced
 operating expenses

[] One-time  transaction-related   costs of $500  million, including $100
 million in 2015

[] Cumulative integration-related   costs of $1  billion through 2019

Aetna + Humana | July 3, 2015 Aetna Inc. 24
 

 
 

Compelling Synergy Potential

SG and A Network PBM

[]	 Rationalize duplicative corporate	 []	 Humana members gain access to
 []	 Potential to realize PBM synergies
  	 and administrative functions     	   	 Aetna[]s national network
 	 by optimizing PBM relationships
[]	 Consolidate IT systems and       	 []	 Potential enhancements to Aetna[]s
 	 across the combined membership
  	 administrative platforms         	   	 network in certain Humana
 	 base
[]	 Elimination of duplicative public	   	 geographies
 []	 Maximize rebate recapture through
  	 company overhead costs           	 []	 Conservative estimates for network
 	 increased script volumes
  	                                  	   	 and medical management synergies
 []	 Currently excluding any PBM

 	 synergies for conservatism


Cost synergies will help drive our earnings and future growth

(1) Implied percentages exclude full year of Concentra SG and A and the HIF
Aetna + Humana | July 3, 2015 Aetna Inc. 25
 

 
 

Financial Impact


Note: Estimates based on current projections. Synergies, transaction and
 integration- related costs are pre - tax. See notes at end of presentation for
 additional disclosures on financial metrics.

Aetna + Humana | July 3, 2015 Aetna Inc. 26
 

 
 

Sources and Uses of Funds


The average interest rate on Aetna[]s transaction debt is projected to be ~3%,
 pre-tax

Note: Excludes transaction- related costs.

Aetna + Humana | July 3, 2015 Aetna Inc. 27
 

 
 

Cash Flow and Capital Management


Aetna[]s strong balance sheet is anticipated to deleverage rapidly based on
 strong cash flow characteristics, while maintaining attractive capital return

Note: Estimates are based on current projections. See notes at end of
 presentation for additional disclosures on financial metrics.
Aetna + Humana | July 3, 2015 Aetna Inc. 28
 

 
 

Key Steps for a Successful Integration

Integration Highlights Integration Timeline

[] Best of breed management, systems and processes

[] Centers of Excellence in Louisville and Hartford

[] Experienced integration team with proven track record of success in place

[] Finalized 100-day   integration plan prior to close, with pre-established
 performance milestones and operating goals


Aetna[]s proven integration track record gives us great confidence in our
 ability to execute on our plans

Aetna + Humana | July 3, 2015 Aetna Inc. 29
 

 
 

Case Study: $8.7 billion Coventry Acquisition

Aetna closed the Coventry acquisition on May 7, 2013

Largest acquisition in Aetna history

Largest multi- line MCO acquisition in the last decade

Successful integration

[] Over 4 million medical members [] Commercial, Medicare and Medicaid [] 21 State
 approvals + Department of Justice [] []Best-of-breed     [] Integration

Aetna + Humana | July 3, 2015 Aetna Inc. 30
 

 
 

Case Study: Coventry Integration Success


Deleveraging Commitment

Projection:

[] 35% debt / cap ratio two years post-close Actual:

[] 35% debt / cap ratio achieved 3Q14, three quarters ahead of projection [] $
 400 million of incremental debt to finance bswift

[] Moody[]s Upgrade in May 2015 citing []strong execution[]

Aetna + Humana | July 3, 2015 Aetna Inc. 31
 

 
 

Agenda

[] Transaction Summary

[] Strategic Rationale

[] Financial Overview

[] Conclusion
 

 
 

Aetna + Humana | July 3, 2015 Aetna Inc. 32

+ :
Creating a New Healthcare Leader

[] Aetna and Humana are positioned to better serve members in a rapidly changing
 managed care industry

[] Highly complementary assets, with Humana[]s Medicare focus and Aetna[]s
 Commercial presence [] Well diversified business portfolio [] Improved cost
 structure enabling the combined company to offer more competitive products to
 consumers [] Proven track record of successful integration execution and
 achievement of cost savings

[] Combined platform will drive stable, predictable growth

[] Combined 2015E Revenues of $115B  and EBITDA of over $8B

[] 8.7  million Commercial Insured Members and 4.4  million Medicare Advantage
 Members [] Diversified revenue base, with 56% from Government business [] Low
 double-digit   percent Operating EPS accretion projected by 2018 [] Compelling
 synergy potential, with $1.25B   projected in 2018

See notes at end of presentation for additional disclosures on financial
 metrics.
Aetna + Humana | July 3, 2015 Aetna Inc. 33
 

 
 

Notes

1. Projected operating revenue for Aetna excludes 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 or any such
 other items and therefore cannot reconcile projected operating revenue to
 projected total revenue in any period.

2. Projected operating earnings, projected operating earnings per share and
 projected EBITDA for Aetna exclude from net income attributable to Aetna net
 realized capital gains or losses, transaction and integration -related costs,
 amortization of other acquired intangible assets and other items, if any, that
 neither relate to the ordinary course of Aetna[]s business nor reflect Aetna[]s
 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
 estimated amortization of other acquired intangible assets and projected
 transaction and integration -related costs related to previous acquisitions and
 the proposed acquisition of Humana Inc.) and therefore cannot reconcile
 projected operating earnings to projected net income attributable to Aetna or
 projected operating earnings per share to projected net income attributable to
 Aetna per share in any period. Although the excluded items may recur,
 management believes that operating earnings and operating earnings per share
 provide a more useful comparison of Aetna's underlying business performance
 from period to period. Amortization of other acquired intangible assets relates
 to our acquisition activities. However, this amortization does not directly
 relate to the underwriting or servicing of products for customers and is not
 directly related to the core performance of Aetna[]s business operations. Net
 realized capital gains and losses arise from various types of transactions,
 primarily in the course of managing a portfolio of assets that support the
 payment of liabilities. However, these transactions do not directly relate to
 the underwriting or servicing of products for customers and are not directly
 related to the core performance of Aetna's business operations. In addition,
 management uses operating earnings to assess business performance and to make
 decisions regarding Aetna's operations and the allocation of resources among
 Aetna's businesses. Operating earnings is also the measure reported to the
 Chief Executive Officer for these purposes. Non -GAAP financial measures we
 disclose, such as operating earnings, operating earnings per share, EBITDA, and
 operating revenue, should not be considered a substitute for, or superior to,
 financial measures determined or calculated in accordance with GAAP.

Projected earnings and earnings per share and EBITDA for Humana excludes an
 expected one -time gain from the sale of Concentra and other items, if any.
 Humana management believes that these measures, when presented in conjunction
 with the comparable GAAP measures, are useful to both management and its
 investors in analyzing the company[]s ongoing business and operating
 performance. Consequently, Humana management uses these non -GAAP financial
 measures as indicators of business performance, as well as for operational
 planning and decision making purposes. Non -GAAP financial measures should be
 considered in addition to, but not as a substitute for, or superior to,
 financial measures prepared in accordance with GAAP.

Aetna +    Humana | July 3, 2015 Aetna Inc. 34
 

 
 

Notes (Continued)

3. Parent cash flow represents 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.

Aetna + Humana | July 3, 2015 Aetna Inc. 35