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 communication was distributed
on Aetna’s external website:
On August 13, 2015, CNBC ran an opinion piece from Jon
Kaplan, senior partner at the Boston Consultant Group. Kaplan writes that the recently announced health insurer mergers should
speed up innovation in health care. “The mergers we see ahead should enhance their (the companies’) capabilities, leading
to additional reforms, better outcomes and further cost savings.”
[Link to http://www.cnbc.com/2015/08/13/health-insurance-mergers-might-actually-improve-health-care-commentary.html]
The following article written by a third party was made available
via hyperlink provided in the above communication:
Side effect of health-insurance mergers: Better health care?
Jon Kaplan, senior partner at the Boston Consulting Group
Thursday, 13 Aug 2015 | 7:00 AM ET
One of the underreported benefits of the recently announced
mergers of health insurers Anthem and Cigna, and Aetna and Humana, is that it should speed up innovation in health care.
There is little doubt consolidation will give insurers greater
bargaining power with which to negotiate better rates with providers. It will also reduce administrative overhead. Aetna estimates,
for example, that the Humana merger could produce approximately $1.25 billion in annual cost savings by 2018. But such savings
are minuscule when you consider that total U.S. health-care spending last year was in the neighborhood of $3.8 trillion.
To reduce costs even further, several options are available.
The wrong approach – and this has been the rap on the health-insurance industry in the past – would be tightening the
screws on patients, denying necessary and proper care, or making them run a gauntlet of red tape to get it.
Over the long term, the best way to control costs is by improving
patient health. This has not always been within the province of health insurers. But this will be the big story about consolidation
and where it is likely to take us.
Most Americans get medical care today from an array of primary-care
doctors, specialists, diagnostic facilities, hospitals, therapists, pharmacies and so forth. Costs and outcomes vary widely among
providers in the same general locality and are usually unknown until after the fact. The right hand often doesn't know what the
left hand is doing, and the incentives are out of whack, resulting in overutilization and duplication. It's not the ideal system.
Insurers – as bill payers – have been looking for
a better way. The model that's emerging can been seen most clearly in the Medicare Advantage program, where some of the most innovative
insurers have created networks of preferred providers with strong investments in primary care, aligned financial incentives with
providers using clinical best practices and have developed active "care management" programs that keep patients healthy,
reducing the need for hospital admissions.
Research has shown that this type of active-care management
is less costly than traditional fee-for-service medicine. It also keeps patients healthier.
In 2013, the Boston Consulting Group compared claims data for
some 3 million Medicare patients. What we found was that patients in the more managed programs had lower mortality rates and enjoyed
better health and fewer complications than traditional fee-for-service patients. Single-year mortality rates, for example, fell
from 6.8 percent in the fee-for-service sample to 1.8 percent in the managed-care models. Death rates declined quickly, within
the first year of enrollment. The lowest mortality rates and the best performance overall were seen in the capitated HMO plan —
that's where the HMO receives a flat fee for each patient and is then responsible for all of the patient's medical needs.
Medicare Advantage patients also averaged shorter hospital stays
and fewer re-admissions. Compared to the fee-for-service sample, the capitated HMO sample had hospital stays that averaged 19 percent
shorter.
The big insurers continue to learn from these experiences. One
company's chronic-care program, for example, developed in 2012, had reduced hospital admissions among the 235,000 participants
by some 45 percent through August of last year.
The big merger story has little to do with who may be heading
to the wedding chapel and much to do with what the health-insurance giants have learned in recent years about patient health, managing
care and the role incentives play.
The mergers we see ahead should enhance their capabilities,
leading to additional reforms, better outcomes and further cost savings.
Who buys whom is not that important. What is important is what
the newly consolidated companies do with their new-found scale, market power and, above all, expertise.
Important Information For Investors And Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed
transaction between Aetna Inc. (“Aetna”) and Humana Inc. (“Humana”), on August 10, 2015, Aetna filed with
the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which included a preliminary
joint proxy statement
of Aetna and Humana that also constitutes a preliminary prospectus
of Aetna, which will be mailed to stockholders of Aetna and Humana. The registration statement has not yet become effective. After
the registration statement is declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to shareholders
of Aetna and stockholders of Humana. INVESTORS AND SECURITY HOLDERS OF AETNA AND HUMANA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the joint
proxy statement/prospectus 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 are available
free of charge on Aetna’s internet website at http://www.Aetna.com or by contacting Aetna’s
Investor Relations Department at 860-273-2402. Copies of the documents filed with the SEC by Humana are available free of
charge on Humana’s internet website at http://www.Humana.com or by contacting Humana’s
Investor Relations Department at 502-580-3622.
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, May 26, 2015 and July 2, 2015. Other information regarding the participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained
in the preliminary joint proxy statement/prospectus filed with the SEC and will be contained in the definitive joint proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This communication 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 communication regarding Aetna that are forward-looking,
including Aetna’s projections as to the anticipated benefits of the pending transaction to Aetna, the impact of the pending
transaction on Aetna’s businesses, 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 conditions 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 businesses;
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 Aetna’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 projected; 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 pressures; 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
impact 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 guidance
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’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® (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
& 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 June
30, 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.
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