Aetna to Acquire Humana


Companies                        Aetna                                                  Humana
                 Aetna (NYSE: AET) is one of the nation's leaders in Humana (NYSE: HUM) is a leading health and well-
                 health care, dental, pharmacy, group life and       being company focused on making it easy for
                 disability insurance, and employee benefits.        people to achieve their best health with clinical
                 Dedicated to helping people achieve health and      excellence through coordinated care. The
                 financial security, Aetna puts information and      company's strategy integrates care delivery, the
Description      helpful resources to work for its members to help   member experience, and clinical and consumer
                 them make better-informed decisions about their     insights to encourage engagement, behavior
                 health care.                                        change, proactive clinical outreach and wellness
                                                                     for the millions of people it serves across the
                                                                     country.
                 --- ----------------------------------------------- -------- ----------------------------------------
                 *   Medical: Group and Individual                   *        Medical: Group and Individual
                 *   Retiree: Pre-65 and 65+                         *        Retiree Solutions: Pre-65 and 65+
                 *   Medicare Advantage: Individual and              *        Medicare Advantage: Individual and
                     Group                                                    Group
                 *   Medicare Supplement                             *        Medicare Prescription Drug Plans
                 *   Medicare Prescription Drug Plans                *        Medicaid
                 *   Medicaid                                        *        TRICARE
                 *   International                                   *        Pharmacy
Products and       *   Pharmacy                                        *        Dental
                 *   Dental                                          *        Behavioral Health
Services         *   Behavioral Health                               *        Group Life and Disability
                 *   Group Life and Disability                       *        Vision
                 *   Vision                                          *        Medical Management Capabilities
                 *   Medical Management Capabilities                 *        Transcend
                 *   Accountable Care Solutions                      *        Health Information Technology: Certify,
                 *   Health Information Technology: Medicity,                 Anvita Health
                     iTriage, iNexx                                  *        Home Care Services
                 *   Clinical Decision Support: ActiveHealth
                     Management
                 --- ----------------------------------------------- -------- ----------------------------------------
Headquarters     Hartford, CT                                        Louisville, KY
                 --------------------------------------------------- -------------------------------------------------
                 23.670 million medical                              9.766 million medical
Membership as of 15.555 million dental                               3.893 million dental
March 31, 2015   15.425 million pharmacy benefit management          4.381 million stand-alone Medicare Part D
                 members                                             members
                 --------------------------------------------------- -------------------------------------------------
                 Total Revenue: $58.00 billion                       Total Revenue: $48.50 billion
2014 Financial   Net income: $2.04 billion                           Net income: $1.15 billion
Highlights       Market Capitalization: $45.01 billion               Market Capitalization: $28.93 billion
                 (as of July 1, 2015)                                (as of July 1, 2015)

Strategic Rationale

The combined company will be well positioned to offer consumers a broader
choice of products, access to higher quality and more affordable care, as well
as a better overall experience
[] The combination adds complementary capabilities in the highly competitive
commercial and Medicare Advantage products. Aetna's capabilities will make
Humana's commercial business more effective and competitive, and Humana's
capabilities will make Aetna's Medicare Advantage business more effective and
competitive.
[] The combination builds on each company's respective efforts to provide
innovative, technology-driven products, services and solutions to build
healthier populations, promote higher quality health care at lower cost, and
offer greater transparency and convenience for consumers.
[] The combined company will offer improved care management capabilities by
taking the best-of-breed provider solutions, including robust offerings of
patient-centered provider services, clinical intelligence, data integration and
analytics solutions from both companies.
[] Improved cost position will enable the combined company to better compete
with more cost-effective products.

Humana expected to add 9.8 million medical members, plus 4.4 million
stand-alone Medicare Part D members
[] The combination brings together Humana's growing Medicare Advantage business
with Aetna's diversified portfolio and commercial capabilities to create the
company serving the most seniors in the Medicare Advantage program and the
second-largest managed care company in the United States.
[] Aetna's total medical membership will increase to 33.5 million medical
members based on the companies' March 31, 2015 membership.
[] Adds complementary membership and capabilities with new membership in
existing and new geographies.

Humana expected to add meaningful Government business, creating a better, more
diversified portfolio
[] With Humana, Aetna's Government business (Medicare and Medicaid) is
projected to represent over 56% of the combined company's revenue, up from 39%
currently.
[] The transaction brings together two companies with leading percentages of
membership in Medicare plans rated four STARS or higher.

Footnote

1. Projected combined Aetna plus Humana revenue excludes net realized capital
gains or losses for Aetna and other items, if any, that neither relate to the
ordinary course of Aetna's business nor reflect Aetna's underlying business
performance 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 Aetna operating revenue to projected Aetna
total revenue in any period.

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"), 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.

Cautionary Statement Regarding Forward-Looking Statements
 This document 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 Government business, the methods Aetna will use to finance the cash
portion of the transaction, the impact of the transaction on Aetna's revenue,
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 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[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.