Filed by Aetna Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Humana
Inc.
Commission File No. for Registration Statement on
Form S-4 filed by Aetna
Inc.: 333-206289
The following communications were made available by Aetna on
posts on Twitter:
Tweet 1: Learn about @Aetna's plan to acquire @Humana
& why we think it will benefit those we serve: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 2: We think @Aetna + @Humana = giving members as
many healthy days as possible: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 3: Learn how Aetna’s focus on commercial products
complements Humana’s Medicare business: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 4: We’re helping to make the #healthcare system
more consumer-centric: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 5: By acquiring Humana, we can offer consumers a
broader choice of products: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 6: We want to offer high quality, affordable care.
We think acquiring Humana will help: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Tweet 7: Giving our members as many healthy days as possible
& accelerating our mission with @Humana: [link to http://aet.na/transaction] (Investor info: [link to http://aet.na/important])
Important Information For Investors And Stockholders
This website 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 has filed with the Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4, including Amendment No. 1 thereto, containing a joint
proxy statement of Aetna and Humana that also constitutes a prospectus of Aetna. The registration statement was declared
effective by the SEC on August 28, 2015, and Aetna and Humana commenced mailing the definitive joint proxy statement/prospectus
to shareholders of Aetna and stockholders of Humana on or about September 1, 2015. INVESTORS AND SECURITY HOLDERS OF AETNA AND
HUMANA ARE URGED TO READ THE DEFINITIVE 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 definitive 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 definitive joint proxy statement/prospectus of Aetna and Humana filed with the SEC and other relevant materials to be filed
with the SEC when they become available. Except as specifically noted, information on, or accessible from, any website to which
this website contains a hyperlink is not incorporated by reference into this website and does not constitute a part of this website.
Cautionary Statement Regarding Forward-Looking Statements
This website 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 website 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 Government business, the methods Aetna will use to finance the cash portion of the transaction, the impact of
the transaction on Aetna’s revenue and operating earnings per share, 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 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. 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. Except as specifically noted, information
on, or accessible from, any website to which this website contains a hyperlink is not incorporated by reference into this website
and does not constitute a part of this website.
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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