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 communication was distributed on Aetna’s
external website:
Aetna Chairman and CEO Mark Bertolini was featured in a September
2015 profile in USA Today describing how his personal health experiences – including a near-fatal skiing accident
and his son’s battle with a rare form of cancer – have shaped his views on how to run a business and transform the
health care system. According to the article, “The CEO who pulled off the first major insurance company merger agreement
of the summer also achieved what many executives might think impossible: He raised his company's minimum wage, announced plans
to up its contribution to workers' health care and watched the stock soar by nearly 30% since January.”
"He is very innovative and very bright and compassionate
because of what he has been through," says Dr. Toby Cosgrove, CEO of the Cleveland Clinic, who also calls Bertolini a “disruptive
force in the insurance industry.”
Speaking about Aetna’s decision to improve wages and health
benefits for thousands of employees, Bertolini says, "It doesn't feel good to me to be walking around in my suit talking to
these folks while they're trying to make ends meet.”
Bertolini was profiled in July 2015 by Institutional Investor,
which described him as a “Mr. Fix-it” for the broken U.S. health care system.
[Link to: http://www.usatoday.com/story/money/2015/09/07/aetna-ceo-bertolini-yoga-meditation-motorcycles-minimum-wage/29782741/]
The following article written by a third party was made available
via link provided in the above communication:
Aetna CEO got summer's first merger agreement, raised minimum
wage and more
Jayne O'Donnell, USA TODAY 10:15 p.m. EDT September 7, 2015
WASHINGTON — The CEO who pulled off the first major
insurance company merger agreement of the summer also achieved what many executives might think impossible: He raised his company's
minimum wage, announced plans to up its contribution to workers' health care and watched the stock soar by nearly 30% since
January.
But Aetna's Mark Bertolini is used to defying expectations.
With his permanent face stubble, he gives off a devil-may-care attitude but is coolly calculating. And he exhibits
as much tough-guy bravado as he does gentleness.
In addition to skipping some morning shaves, Bertolini eschews
ties whenever possible and has been known to show up at work in leather gear popular among fellow motorcyclists. He also mourned
the death of his "beautiful sweet friend" Lucky, a golden retriever, on Twitter last summer. He favors robust Italian
red wine, Macallan 18-year-old whisky and Budweiser and often wears Mala beads, popular in meditation, and religious jewelry around
his neck. He joined the board of directors of the National Gay & Lesbian Chamber of Commerce in 2008 before he became
CEO and remains the first and only straight member.
Beating incurable cancer
For Bertolini, pulling off July's $37 billion merger with Humana
was a small challenge compared with some of his personal hurdles.
After doctors told him in 2001 that his then-teenage son Eric's
cancer was incurable, Bertolini practically moved into his hospital room so he could monitor his care. While one drug was
able to stop internal bleeding that sent him to hospice, Eric was starving to death because he was allergic to the only fat supplements
approved for use in the U.S., according to a Hartford Courant profile. Bertolini had a doctor locate a fish-based supplement
in Austria, got the maker's chairman to get it for him and flew to Switzerland to bring it home. Today, he says his son
is the only person to ever survive his type of cancer, gamma-delta T-cell lymphoma.
Then, three years later, Bertolini survived a ski accident so
serious he was given last rites. He broke his neck in five places and lost the use of one arm.
Still, he learned to manage the pain without narcotics.
Instead, he relies on cranial sacral massage, acupuncture, yoga and meditation. Some of the treatments proved so beneficial, he
rolled out versions across Aetna after he took over as CEO in 2010. The company now has free yoga classes, mindfulness training
and meditation rooms.
Bertolini still struggles with pain, however. Known to have
a temper, he says he tries to avoid getting angry or stressed at work because it literally hurts.
“My left arm feels like it’s on fire all day long,
and the only way to control it is to control my sympathetic nervous system,” he told an audience at a 2013 conference
sponsored by the well-being group Wisdom 2.0. “Most people think I’m being Zen because I’m really cool,
but no.”
Lest he sound more Berkeley than bottom line, Bertolini commissioned
a study on the effect mindfulness training had on his workforce. Productivity was up by 62 minutes a week, which saved the company
about $3,000 per employee a year, according to Aetna.
"He is very innovative and very bright and compassionate
because of what he has been through," says physician Toby Cosgrove, who is CEO of the academic medical center Cleveland Clinic
and a friend of Bertolini’s.
Cosgrove, whose industry is often at odds with insurers, credits
Bertolini with being "a disruptive force in the insurance industry," which Cosgrove thinks it needs.
Bertolini is running the third-largest health insurance company
during a period of enormous change and consolidation, much of it wrought by the 2010 health care law, the Affordable Care Act.
After a flurry of deal rumors, Aetna announced on July 3 that it was buying Humana. Three weeks later, Cigna CEO David Cordani
gave into Anthem's third attempt to acquire his company for $54 billion.
Both deals are expected to give the companies a greater potential
for growth in the lucrative government health insurance markets for Medicare and Medicaid.
A mindful start to every day
Bertolini gets up at about 5:30 every morning to meditate, chant,
do mindfulness training or yoga.
That's the kind of business behavior that attracted Huffington
Post founder Arianna Huffington. The two met four years ago, when Huffington was a guest host on CNBC's Squawk
Box and invited Bertolini on as a guest. Since then, she regularly mentions his unconventional leadership approach in her speeches
and has had him speak at her well-being conferences.
In doing so, Huffington says she hopes to encourage more leaders
to move away from the “macho culture” where “bragging about how little sleep you get” is common. Bertolini,
on the other hand, “is meticulous about recharging himself," says Huffington. "It gives him the ability to work."
A push for income equality
That’s, of course, easier to do if you aren’t worried
about getting by financially. As Bertolini visited Aetna’s offices around the U.S. and stopped by workers’ offices
or cubicles, he said he learned how hard their lives were. More than 80% of call center workers are women — including many
single mothers, Bertolini says — and some of those he spoke to needed to use food stamps and the free government program
Medicaid to cover their children’s health care.
"It doesn't feel good to me to be walking around in my
suit talking to these folks while they're trying to make ends meet," says Bertolini.
Bertolini, 59, may be firmly entrenched in the 1% — he
earned $15 million last year — but he has a strong interest in income inequality. About two years ago, he read
the French economist Thomas Piketty's book, Capital in the 21st Century, and then got a copy for each of Aetna's senior executives.
Piketty warns against growing income inequality, something Bertolini and his team took to heart.
So after considerable internal study on the likely effect, Bertolini
announced in January that it would raise Aetna's minimum wage starting in April to $16 from what was often $12 an hour or
less.
Starting this January, about 7,000 of Aetna's workers who
have household incomes below 300% of the federal poverty limit (about $73,000 for a family of four) will have lower out-of-pocket
costs for their health care, without having to pay more in premiums. Aetna estimates the move could save a worker's family as much
as $4,000 a year.
At the same time, Aetna is doing well financially. Last month,Aetna
announced that its second-quarter earnings were up 33% to $731.8 million and the company raised its 2015 forecast for the third
time.
Working his way up
Bertolini spent his early years in what was likely the lower
99%. The son of a part-time auto-industry pattern maker and his part-time nurse mother, he says he seldom had insurance growing
up.
He worked his way through Wayne State University in Detroit
in eight years by doing jobs that often required union membership, including as an orderly, paramedic and autoworker. He assumed
he'd probably wind up back at a car plant, but after attending graduate school at Cornell on a scholarship, he joined a health
maintenance organization, SelectCare, that a friend from Detroit was starting. After helping the HMO become one of the largest
in the region, he joined New York Life Insurance and Cigna, before arriving at Aetna in 2003.
That set him on the health care path, where he's stood out for
being neither very CEO-like nor hardly the union guy he once was. He says he didn't know "summer" was a verb until
he became a CEO. But he didn't head to the Hamptons or start summering anywhere just because he took over at the top. Instead,
“I hang out with my buddies on motorcycles and cruise around," Bertolini told an audience at the Peterson Institute
for International Economics in April.
Bertolini, whose motorcycle is specially fitted so he doesn't
have to use his irreparably damaged left hand, likes to ride with son Eric, who is now a principal with the financial
services company State Street in Boston. Daughter Lauren is director of platform products at Gawker Media.
His slightly more than 11,000 Twitter followers get frequent
updates on his life, such as from the Rolling Thunder motorcycle rally near the Pentagon in May or the tweet with a rainbow flag
at Aetna headquarters on June 29, the day the Supreme Court affirmed the right for gays to marry.
'That's absurd!'
Bertolini was in Washington earlier this year to talk about
wages and corporate behavior, namely his view that corporations should help re-establish the middle class in this country.
And then he proceeded to be characteristically straightforward — recounting what he asks other CEOs about their lowest-paid
workers: "Do you feel good about how they're living their lives?"
Jack Rowe, a physician who was Aetna's CEO when Bertolini was
hired to head the company's pharmacy benefits, recalls one of the first meetings Bertolini attended. After Rowe made a point, he
heard someone say, "That's absurd!" — unusual both for its presumptuousness and candor.
"Fortunately for him, I came in from academia," says Rowe, a professor at Columbia University's Mailman School of Public
Health. "I'm willing to argue about the merits of X or Y."
So the then-current and future CEOs got into an extended debate of the "philosophy of the absurd," touching on Freud
and existentialism, Rowe says.
"The rest of the executives were sitting open-mouthed," says Rowe. "That, in a nutshell, is Mark Bertolini."
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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