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Actionable news in HUM: HUMANA Inc,

Regulation FD

Humana Inc. (Humana) today reaffirmed its guidance of approximately $7.75 and $2.15 in adjusted earnings per common share (Adjusted EPS) for the year ending December31, 2015 and for the quarter ended September30, 2015, respectively. This guidance is consistent with that last issued in Humanas earnings press release dated July29, 2015 and, as discussed in that press release, now also incorporates adjustments for expenses associated with the previously disclosed proposed transaction with Aetna Inc. (Aetna).

Humanas Adjusted EPS guidance for the full year 2015 excludes a pretax gain of approximately $267 million, or $1.53 per share, associated with the completion of Humanas sale of its wholly-owned subsidiary, Concentra Inc., recognized in the first half of 2015. Additionally, A djusted EPS for both the full year 2015 and the quarter ended September30, 2015 exclude estimated transaction-related costs of approximately $17 million pretax, or $0.10 per share, and approximately $11 million pretax, or $0.07 per share, respectively. Certain costs associated with the transaction are not deductible for income tax purposes.

Diluted earnings per common share








Gain related to sale of Concentra Inc.



Estimated transaction costs associated with pending transaction with Aetna



Adjusted (non-GAAP)





Humana has included this financial measure (which is not in accordance with Generally Accepted Accounting Principles (GAAP)) as management believes that this measure, when presented in conjunction with the comparable GAAP measure, is useful to both management and its investors in analyzing the companys ongoing business and operating performance. The excluded items described herein are not a recurring part of the companys operating plan. Consequently, management uses this non-GAAP financial measure as an indicator 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.

Important Information for Investors and Stockholders

These materials do 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 and Humana on August28, 2015, Aetna 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/prospectus of Aetna and Humana. The registration statement was declared effective on August28, 2015, and Aetna and Humana commenced mailing the definitive joint proxy statement/prospectus to Humanas stockholders and Aetnas shareholders on or about September1, 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

. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetnas internet website at

or by contacting Aetnas Investor Relations Department at 860-273-2402. Copies of the documents filed with the SEC by Humana are available free of charge on Humanas internet website at

or by contacting Humanas 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 December31, 2014, which was filed with the SEC on February18, 2015, its proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on March6, 2015, and its Current Report on Form 8-K...