UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________

Commission file number: 1-16095

Aetna Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania		23-2229683
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
151 Farmington Avenue, Hartford, CT		06156
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(860) 273-0123

Former name, former address and former fiscal year, if changed since last report:
N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                       þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer ¨		Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                        ¨ Yes þ No

There were 547.7 million shares of voting common stock with a par value of $.01 outstanding at June 30, 2006.

 

 

Table of Contents

				Page
Part I		Financial Information
Item 1.		Financial Statements			1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			43
Item 4.		Controls and Procedures			43
Part II		Other Information
Item 1.		Legal Proceedings			43
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			45
Item 4.		Submission of Matters to a Vote of Security Holders			45
Item 6.		Exhibits			46
Signatures					47
Index to Exhibits					48
EX-12.1: COMPUTATION OF RATIOS
EX-15.1: LETTER FROM KPMG LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

Part I Financial Information

Item 1. Financial Statements

Consolidated Statements of Income
(Unaudited)

		For the Three Months								For the Six Months
		Ended June 30,								Ended June 30,
(Millions, except per common share data)		2006				2005				2006				2005
Revenue:
Health care premiums		$	4,761.9			$	4,145.7			$	9,488.0			$	8,199.2
Other premiums			507.9				501.7				1,010.0				1,000.2
Fees and other revenue *			717.6				587.2				1,408.5				1,166.5
Net investment income			275.8				256.6				573.8				547.8
Net realized capital (losses) gains			(11.2	)			5.7				6.4				10.1
Total revenue			6,252.0				5,496.9				12,486.7				10,923.8
Benefits and expenses:
Health care costs **			3,898.3				3,244.7				7,684.5				6,293.2
Current and future benefits			578.8				581.3				1,179.5				1,196.6
Operating expenses:
Selling expenses			240.1				205.9				483.6				408.9
General and administrative expenses			997.1				875.2				1,950.7				1,788.4
Total operating expenses			1,237.2				1,081.1				2,434.3				2,197.3
Interest expense			33.8				30.5				67.3				57.7
Amortization of other acquired intangible assets			21.8				11.5				41.7				22.2
Reduction of reserve for anticipated future losses on discontinued products			(115.4	)			(66.7	)			(115.4	)			(66.7	)
Total benefits and expenses			5,654.5				4,882.4				11,291.9				9,700.3
Income from continuing operations before income taxes			597.5				614.5				1,194.8				1,223.5
Income taxes:
Current			171.1				163.6				398.3				332.2
Deferred			36.9				56.0				21.4				107.1
Total income taxes			208.0				219.6				419.7				439.3
Income from continuing operations			389.5				394.9				775.1				784.2
Discontinued operations, net of tax (Note 16)			—				—				16.1				—
Net income		$	389.5			$	394.9			$	791.2			$	784.2
Earnings per common share:
Basic:
Income from continuing operations		$	.69			$	.68			$	1.37			$	1.34
Discontinued operations, net of tax			—				—				.03				—
Net income		$	.69			$	.68			$	1.40			$	1.34
Diluted:
Income from continuing operations		$	.67			$	.65			$	1.32			$	1.29
Discontinued operations, net of tax			—				—				.02				—
Net income		$	.67			$	.65			$	1.34			$	1.29

*		Fees and other revenue include administrative services contract member co-payment revenue and plan sponsor reimbursements related to our mail order and specialty pharmacy operations of $7.9 million and $16.1 million (net of pharmaceutical and processing costs of $353.4 million and $682.1 million) for the three and six months ended June 30, 2006, respectively, and $4.0 million and $8.1 million (net of pharmaceutical and processing costs of $219.6 million and $418.7 million) for the three and six months ended June 30, 2005, respectively.
**		Health care costs have been reduced by fully insured member co-payment revenue related to our mail order and specialty pharmacy operations of $23.3 million and $45.8 million for the three and six months ended June 30, 2006, respectively, and $19.7 million and $36.8 million for the three and six months ended June 30, 2005, respectively.

Refer to accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

Consolidated Balance Sheets

		(Unaudited)
		At June 30,				At December 31,
(Millions)		2006				2005
Assets
Current assets:
Cash and cash equivalents		$	1,648.6			$	1,192.6
Investment securities			12,718.3				13,366.2
Other investments			246.3				96.8
Premiums receivable, net			465.2				349.2
Other receivables, net			566.1				366.7
Accrued investment income			180.0				184.9
Collateral received under securities loan agreements			874.5				1,138.8
Loaned securities			851.7				1,115.7
Income taxes receivable			28.5				—
Deferred income taxes			82.7				—
Other current assets			549.5				423.8
Total current assets			18,211.4				18,234.7
Long-term investments			1,671.3				1,662.1
Mortgage loans			1,351.5				1,460.8
Investment real estate			191.4				207.2
Reinsurance recoverables			1,122.2				1,143.7
Goodwill			4,621.3				4,523.2
Other acquired intangible assets, net			734.1				724.9
Property and equipment, net			276.8				272.8
Deferred income taxes			125.2				68.7
Other long-term assets			1,727.0				1,602.8
Separate Accounts assets			16,133.0				14,532.4
Total assets		$	46,165.2			$	44,433.3
Liabilities and shareholders’ equity
Current liabilities:
Heath care costs payable		$	1,921.2			$	1,817.0
Future policy benefits			797.3				806.1
Unpaid claims			766.6				752.1
Unearned premiums			356.1				156.9
Policyholders’ funds			706.9				757.7
Collateral payable under securities loan agreements			874.5				1,138.8
Short-term debt			33.0				—
Current portion of long-term debt			—				450.0
Income taxes payable			—				36.7
Deferred income taxes			—				10.4
Accrued expenses and other current liabilities			1,431.5				1,691.1
Total current liabilities			6,887.1				7,616.8
Future policy benefits			7,461.4				7,642.1
Unpaid claims			1,157.8				1,144.9
Policyholders’ funds			1,285.9				1,304.2
Long-term debt, less current portion			2,441.8				1,155.7
Other long-term liabilities			835.1				848.5
Separate Accounts liabilities			16,133.0				14,532.4
Total liabilities			36,202.1				34,244.6
Commitments and contingencies (Note 13)
Shareholders’ equity:
Common stock and additional paid-in capital ($.01 par value, 2.9 billion shares authorized, 547.7 million shares issued and outstanding in 2006 and 1.4 billion shares authorized, 566.5 million shares issued and outstanding in 2005)			1,588.8				2,414.7
Retained earnings			8,514.9				7,723.7
Accumulated other comprehensive (loss) income			(140.6	)			50.3
Total shareholders’ equity			9,963.1				10,188.7
Total liabilities and shareholders’ equity		$	46,165.2			$	44,433.3

Refer to accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Shareholders’ Equity
(Unaudited)

	Number of				Common								Accumulated
	Common				Stock and								Other				Total
	Shares				Additional				Retained				Comprehensive				Shareholders’				Comprehensive
(Millions)	Outstanding				Paid-in Capital				Earnings				(Loss) Income				Equity				Income
Six Months Ended June 30, 2006
Balance at December 31, 2005			566.5			$	2,414.7			$	7,723.7			$	50.3			$	10,188.7
Comprehensive income:
Net income			—				—				791.2				—				791.2			$	791.2
Other comprehensive loss:
Net unrealized losses on securities (1)			—				—				—				(201.3	)			(201.3	)
Net foreign currency gains			—				—				—				.9				.9
Net derivative gains (1)			—				—				—				9.5				9.5
Other comprehensive loss			—				—				—				(190.9	)			(190.9	)			(190.9	)
Total comprehensive income																						$	600.3
Common shares issued for benefit plans, including tax benefits			5.4				165.1				—				—				165.1
Repurchases of common shares			(24.2	)			(991.0	)			—				—				(991.0	)
Balance at June 30, 2006			547.7			$	1,588.8			$	8,514.9			$	(140.6	)		$	9,963.1
Six Months Ended June 30, 2005
Balance at December 31, 2004			586.0			$	3,541.5			$	6,161.8			$	(541.5	)		$	9,161.8
Comprehensive income:
Net income			—				—				784.2				—				784.2			$	784.2
Other comprehensive income:
Net unrealized gains on securities (1)			—				—				—				20.8				20.8
Net foreign currency losses			—				—				—				(.7	)			(.7	)
Net derivative losses (1)			—				—				—				(.3	)			(.3	)
Other comprehensive income:			—				—				—				19.8				19.8				19.8
Total comprehensive income																						$	804.0
Common shares issued for benefit plans, including tax benefits			15.9				382.8				—				—				382.8
Repurchases of common shares			(22.0	)			(817.3	)			—				—				(817.3	)
Balance at June 30, 2005			579.9			$	3,107.0			$	6,946.0			$	(521.7	)		$	9,531.3

⁽¹⁾    Net of reclassification adjustments (refer to Note 8).

Refer to accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

Consolidated Statements of Cash Flows
(Unaudited)

		Six Months Ended
		June 30,
(Millions)		2006				2005
Cash flows from operating activities:
Net income		$	791.2			$	784.2
Adjustments to reconcile net income to net cash provided by operating activities:
Discontinued operations			(16.1	)			—
Physician class action settlement insurance-related charge			72.4				—
Depreciation and amortization			128.4				93.9
Amortization of net investment premium			8.4				17.4
Stock-based compensation expense			50.0				76.1
Net realized capital gains			(6.4	)			(10.1	)
Changes in assets and liabilities:
Decrease in accrued investment income			4.9				12.3
Increase in premiums due and other receivables			(134.0	)			(109.7	)
Net change in income taxes			(72.1	)			236.6
Net change in other assets and other liabilities			(326.8	)			(357.8	)
Net increase (decrease) in health care and insurance liabilities			113.8				(87.5	)
Other, net			(48.4	)			(24.1	)
Net cash provided by operating activities of continuing operations			565.3				631.3
Discontinued operations, net (Note 16)			49.7				—
Net cash provided by operating activities			615.0				631.3
Cash flows from investing activities:
Proceeds from sales and investment maturities of:
Debt securities available for sale			5,285.8				5,261.9
Other investments			911.5				595.9
Cost of investments in:
Debt securities available for sale			(5,270.8	)			(4,959.2	)
Other investments			(794.5	)			(557.0	)
Increase in property, equipment and software			(136.9	)			(108.5	)
Cash used for acquisitions, net of cash acquired			(158.8	)			(631.1	)
Net cash used for investing activities			(163.7	)			(398.0	)
Cash flows from financing activities:
Deposits and interest credited for investment contracts			14.3				20.0
Withdrawals of investment contracts			(14.5	)			(23.3	)
Net issuance of short-term debt			33.0				—
Proceeds from issuance of long-term debt, net of issuance costs			1,978.9				—
Repayment of long-term debt			(1,150.0	)			—
Common shares issued under benefit plans			59.3				179.1
Stock-based compensation tax benefits			53.7				116.0
Common shares repurchased			(970.0	)			(802.2	)
Net cash provided by (used for) financing activities			4.7				(510.4	)
Net increase (decrease) in cash and cash equivalents			456.0				(277.1	)
Cash and cash equivalents, beginning of period			1,192.6				1,396.0
Cash and cash equivalents, end of period		$	1,648.6			$	1,118.9
Supplemental cash flow information:
Interest paid		$	75.9			$	55.8
Income taxes paid			388.2				86.0

Refer to accompanying Condensed Notes to Consolidated Financial Statements (Unaudited).

Condensed Notes to Consolidated Financial Statements
(Unaudited)

Unless the context otherwise requires, references to the terms “we,” “our” or “us” used throughout these Notes refer to Aetna Inc. (a Pennsylvania corporation) (“Aetna”) and its subsidiaries (collectively, the “Company”).

1.

Organization

Our operations include three business segments:

	•		Health Care consists of medical, pharmacy benefits management and dental and vision plans offered on both a Risk basis (where we assume all or a majority of the risk for medical and dental care costs) and an employer-funded basis (where the plan sponsor under an administrative services contract (“ASC”) assumes all or a majority of this risk). Medical plans include point-of-service (“POS”), health maintenance organization (“HMO”), preferred provider organization (“PPO”) and indemnity benefit (“Indemnity”) products. Medical plans also include health savings accounts (“HSAs”) and Aetna HealthFund®, consumer-directed plans that combine traditional POS or PPO and/or dental coverage, subject to a deductible, with an accumulating benefit account (which may be funded by the plan sponsor or member in the case of HSAs). We also offer specialty products, such as medical management and data analytics services, behavioral health plans and stop loss insurance, as well as products that provide access to our provider network in select markets.
	•		Group Insurance includes primarily group life insurance products offered on a Risk basis, including basic term group life insurance, group universal life, supplemental or voluntary programs and accidental death and dismemberment coverage. Group Insurance also includes group disability products offered on both a Risk and an ASC basis which consist primarily of short-term and long-term disability insurance (and products which combine both), as well as long-term care products, which provide benefits offered to cover the cost of care in private home settings, adult day care, assisted living or nursing facilities, primarily on a Risk basis. Additionally, as a result of the Broadspire Disability acquisition on March 31, 2006 (refer to Note 3), Group Insurance includes absence management services, including short-term and long-term disability administration and leave management, to employers.
	•		Large Case Pensions manages a variety of retirement products (including pension and annuity products) primarily for tax qualified pension plans. These products provide a variety of funding and benefit payment distribution options and other services. The Large Case Pensions segment includes certain discontinued products (refer to Note 15 for additional information).

On January 27, 2006, our Board of Directors (the “Board”) declared a two-for-one stock split of our common shares (“common stock”) which was effected in the form of a 100% common stock dividend. All shareholders of record at the close of business on February 7, 2006 received one additional share of common stock for each share held on that date distributed in the form of a stock dividend on February 17, 2006. All share and per share amounts in the accompanying consolidated financial statements and related notes have been adjusted to reflect the stock split for all periods presented.

These interim statements necessarily rely heavily on estimates, including assumptions as to annualized tax rates. In the opinion of management, all adjustments necessary for a fair statement of results for the interim periods have been made. All such adjustments are of a normal, recurring nature. The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes presented in Aetna’s 2005 Annual Report on Form 10-K (the “2005 Annual Report”). Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), but that is not required for interim reporting purposes, has been condensed or omitted.

2.

Summary of Significant Accounting Policies

Principles of Consolidation
These unaudited consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Aetna and the subsidiaries that we control. All significant intercompany balances have been eliminated in consolidation.

New Accounting Standard
Effective January 1, 2006, we adopted Statement of Financial Accounting Standards (“FAS”) No. 123 Revised, “Share-Based Payment” (“FAS 123R”), which is a revision of FAS 123, “Accounting for Stock-Based Compensation.” FAS 123R also supercedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and amends FAS 95, “Statement of Cash Flows.”

Prior to the adoption of FAS 123R, we applied the provisions of FAS 123 to our stock-based compensation arrangements. FAS 123 permitted us to account for our stock-based compensation using the intrinsic value method prescribed by APB 25, accompanied by pro forma disclosures of net income and earnings per share as if we had applied the fair value method to such compensation.

FAS 123R requires companies to expense the fair value of all stock-based compensation awards (including stock options, stock appreciation rights and other stock-based awards) issued to employees and non-employees, eliminating the alternative of measuring such awards using the intrinsic value method. FAS 123R requires the fair value to be calculated using a quoted market price or a valuation model (such as the modified Black-Scholes or binomial-lattice models) if a quoted market price is not available. Consistent with our historical practice of measuring the fair value of stock-based compensation for our pro forma disclosures, we utilize a modified Black-Scholes model to determine the fair value of our stock-based compensation awards. Stock-based compensation expense is measured at the grant date, based on the fair value of the award and is recognized as expense over the requisite service period, which primarily is the vesting period, except for retirement eligible individuals for whom a majority of the expense is recognized in the year of grant.

The amendment to FAS 95 requires the benefits of tax deductions in excess of recognized compensation cost to be reported as financing cash inflows rather than as a reduction in income taxes paid, which is included within operating cash flows.

We utilized the modified-retrospective approach of adopting FAS 123R. Under this approach, beginning January 1, 2006, all prior period financial information was adjusted to reflect our stock-based compensation activity since 1995. The modified-retrospective application of FAS 123R resulted in a reduction in net income for the three and six months ended June 30, 2005 of $15 million ($23 million pretax) and $50 million ($76 million pretax), respectively. Basic and diluted net income per common share were reduced by $.02 and $.03 per share respectively, for the three months ended June 30, 2005, and $.09 per share and $.08 per share, respectively, for the six months ended June 30, 2005. Additionally, $116 million of cash inflows related to tax deductions in excess of recognized compensation costs have been reclassified from operating cash flows to financing cash flows for the six months ended June 30, 2005.

Prior period shareholders’ equity and deferred taxes have been increased to reflect the results of the modified-retrospective application of FAS 123R. The following table details the impact of FAS 123R on our Consolidated Balance Sheet as of December 31, 2005:

		Retrospectively				Previously
(Millions)		Applied				Reported
Net deferred income tax asset (liability)		$	58.3			$	(25.5	)
Common stock and additional paid-in capital			2,414.7				1,885.1
Retained earnings			7,723.7				8,169.5

Additionally, the balances in shareholders’ equity at December 31, 2004 in our Consolidated Statements of Shareholders’ Equity reflect the following changes:

		Retrospectively				Previously
(Millions)		Applied				Reported
Common stock and additional paid-in capital		$	3,541.5			$	3,076.5
Retained earnings			6,161.8				6,546.4

Refer to Note 9 for additional information on our stock-based compensation plans.

Future Application of Accounting Standard
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No.109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by defining criteria that a tax position on an individual matter must meet before that position is recognized in the financial statements. Additionally, FIN 48 provides guidance on measurement, derecognition, classification, interest and penalties, interim period accounting, disclosures and transition. We will adopt FIN 48 beginning January 1, 2007, which is the effective date of FIN 48. We are currently analyzing the impact of adopting FIN 48.

Use of Estimates
Accounting for the Medicare Part D Prescription Drug Program (“PDP”)
On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) was signed into law. The Act expanded Medicare, primarily by adding a voluntary prescription drug benefit for Medicare eligible individuals beginning in 2006. We were selected by the Centers for Medicare and Medicaid Services (“CMS”) to be a national provider of PDP in all 50 states to both individuals and employer groups beginning in 2006. Under these annual contracts, CMS pays us a portion of the premium, a portion of, or a capitated fee for, catastrophic drug costs and a portion of the health care costs for low-income Medicare beneficiaries and provides a risk sharing arrangement to limit our exposure to unexpected expenses.

Premiums received from, or on behalf of, members or CMS and capitated fees are recognized as premium revenue ratably over the contract period. Costs for covered prescription drugs are expensed as incurred. Low-income costs (deductible, coinsurance, etc.) and the catastrophic drug costs paid in advance by CMS will be recorded as a liability and will offset health care costs when incurred. For individual PDP coverage, the risk sharing arrangement provides a risk corridor whereby the target amount (what we received in premiums from members and CMS based on our annual bid amount less administrative expenses) is compared to our actual drug costs incurred during the contract year. Based on the risk corridor provision and PDP activity to date, an estimated risk sharing receivable or payable is recorded on a quarterly basis as an adjustment to premium revenue. A reconciliation of the final risk sharing, low-income subsidy and catastrophic amounts is performed at the end of the contract year.

3.

Acquisition

On March 31, 2006, we acquired the disability and leave management businesses of Broadspire Services, Inc. and Broadspire Management Services, Inc. (collectively, “Broadspire Disability”) for approximately $160 million. Broadspire Disability operates as a third party administrator offering absence management services, including short-term and long-term disability administration and leave management to employers. We recorded approximately $98 million of goodwill associated with the acquisition of Broadspire Disability, representing the purchase price in excess of the fair value of the net assets acquired (which includes approximately $47 million of intangible assets, primarily consisting of a customer list and technology). Our intangible assets and goodwill associated with the acquisition of Broadspire Disability are subject to adjustment upon completion of a purchase accounting valuation.

4.

Earnings Per Common Share

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is computed similar to basic EPS, except that it reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock.

The computation for basic and diluted EPS from continuing operations for the three and six months ended June 30, 2006 and 2005 is as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Millions, except per common share data)		2006				2005				2006				2005
Income from continuing operations		$	389.5			$	394.9			$	775.1			$	784.2
Weighted average shares used to compute basic EPS			560.8				581.3				564.1				584.0
Dilutive effect of outstanding stock-based compensation awards (1)			23.4				25.7				24.5				24.9
Weighted average shares used to compute diluted EPS			584.2				607.0				588.6				608.9
Basic EPS		$	.69			$	.68			$	1.37			$	1.34
Diluted EPS		$	.67			$	.65			$	1.32			$	1.29

(1)

Approximately 5.2 million and 5.3 million stock appreciation rights (with exercise prices ranging from $46.94 to $52.11) were not included in the calculation of diluted earnings per common share for the three and six months ended June 30, 2006, respectively, as their exercise prices were greater than the average market price of our common stock during such periods.

5.

Operating Expenses

For the three and six months ended June 30, 2006 and 2005, selling expenses (which include broker commissions, the variable component of our internal sales force compensation and premium taxes) and general and administrative expenses were as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Millions)		2006				2005				2006				2005
Selling expenses		$	240.1			$	205.9			$	483.6			$	408.9
General and administrative expenses:
Salaries and related benefits			548.3				541.3				1,145.5				1,133.9
Other general and administrative expenses			448.8				333.9				805.2				654.5
Total general and administrative expenses			997.1				875.2				1,950.7				1,788.4
Total operating expenses		$	1,237.2			$	1,081.1			$	2,434.3			$	2,197.3

6.

Goodwill and Other Acquired Intangible Assets

Changes in the carrying amount of goodwill for the six months ended June 30, 2006 and 2005 were as follows:

(Millions)		2006				2005
Balance, beginning of period		$	4,523.2			$	3,687.8
Goodwill acquired:
Active Health			—				292.7
Broadspire Disability			97.6	(1)			—
SRC			—				122.7
Other			.5				.1
Balance, end of the period		$	4,621.3			$	4,103.3

⁽¹⁾   Goodwill of $97.6 million related to the acquisition of Broadspire Disability is considered preliminary, pending the finalization of a purchase accounting valuation (refer to Note 3 for additional information).

Other acquired intangible assets at June 30, 2006 and December 31, 2005 were as follows:

						Accumulated								Amortization
(Millions)		Cost				Amortization				Net Balance				Period (Years)
June 30, 2006
Other acquired intangible assets:
Customer lists		$	1,168.1			$	953.4			$	214.7			4-10
Provider networks			696.2				267.6				428.6			12-25
Technology			56.5				13.5				43.0			3-5
Other			32.7				7.2				25.5			3-12
Trademarks			22.3				—				22.3			Indefinite
Total other acquired intangible assets(1)		$	1,975.8			$	1,241.7			$	734.1
December 31, 2005
Other acquired intangible assets:
Customer lists		$	1,132.4			$	937.5			$	194.9			4-9
Provider networks			696.2				253.2				443.0			12-25
Technology			44.1				6.2				37.9			3-5
Other			29.9				3.1				26.8			3-12
Trademarks			22.3				—				22.3			Indefinite
Total other acquired intangible assets		$	1,924.9			$	1,200.0			$	724.9

Annual pretax amortization for other acquired intangible assets over the next five calendar years is estimated to be as follows:

(Millions)
2007		$	87.0
2008			79.6
2009			68.6
2010			64.8
2011			60.1

7. Investments

Total investments at June 30, 2006 and December 31, 2005 were as follows:

		June 30, 2006												December 31, 2005
(Millions)		Current				Long-term				Total				Current				Long-term				Total
Debt securities available for sale:
Available for use in current operations		$	12,595.1	(1)		$	—			$	12,595.1			$	13,216.9	(1)		$	—			$	13,216.9
Loaned securities			851.7				—				851.7				1,115.7				—				1,115.7
On deposit, as required by regulatory authorities			—				552.3	(3)			552.3				—				522.4	(3)			522.4
Debt securities available for sale			13,446.8				552.3				13,999.1				14,332.6				522.4				14,855.0
Equity securities available for sale			30.5	(1)			38.3	(3)			68.8				34.5	(1)			26.7	(3)			61.2
Short-term investments			92.7	(1)			—				92.7				114.8	(1)			—				114.8
Mortgage loans			242.8	(2)			1,351.5				1,594.3				86.7	(2)			1,460.8				1,547.5
Investment real estate			—	(2)			191.4				191.4				7.4	(2)			207.2				214.6
Other investments			3.5	(2)			1,080.7	(3)			1,084.2				2.7	(2)			1,113.0	(3)			1,115.7
Total investments		$	13,816.3			$	3,214.2			$	17,030.5			$	14,578.7			$	3,330.1			$	17,908.8

Components of net investment income for the three and six months ended June 30, 2006 and 2005 were as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Millions)		2006				2005				2006				2005
Debt securities		$	200.5			$	214.1			$	408.2			$	430.4
Mortgage loans			29.7				35.7				59.2				63.5
Cash equivalents and other short-term investments			29.8				13.5				52.9				25.1
Other			24.0				2.5				70.4				46.8
Gross investment income			284.0				265.8				590.7				565.8
Less: investment expenses			(8.2	)			(9.2	)			(16.9	)			(18.0	)
Net investment income(1)		$	275.8			$	256.6			$	573.8			$	547.8

Net realized capital (losses) gains for the three and six months ended June 30, 2006 and 2005, excluding amounts related to experience-rated contract holders and discontinued products, were as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Millions)		2006				2005				2006				2005
Debt securities		$	(15.5	)		$	(1.7	)		$	(7.8	)		$	3.4
Equity securities			.2				—				3.9				—
Derivatives			—				3.4				7.8				3.0
Real Estate			3.9				4.0				3.9				4.0
Other			.2				—				(1.4	)			(.3	)
Pretax net realized capital (losses) gains		$	(11.2	)		$	5.7			$	6.4			$	10.1

Net realized capital (losses) gains related to experience-rated contract holders of $(1) million and $6 million for the three and six months ended June 30, 2006, respectively, and $(4) million and $(2) million for the three and six months ended June 30, 2005, respectively, were deducted from net realized capital (losses) gains, and an offsetting amount is reflected in policyholders’ funds. Net realized capital (losses) gains related to discontinued products of $5 million and $21 million for the three and six months ended June 30, 2006, respectively, and $(1) million and $(.1) million for the three and six months ended June 30, 2005, respectively, were deducted from net realized capital (losses) gains, and an offsetting amount is reflected in the reserve for anticipated future losses on discontinued products (refer to Note 15).

8. Other Comprehensive (Loss) Income

Changes in accumulated other comprehensive (loss) income related to changes in net unrealized (losses) gains on securities (excluding those related to experience-rated contract holders and discontinued products) and derivatives for the six months ended June 30, 2006 and 2005 were as follows:

(Millions)		2006				2005
Securities:
Net unrealized holding (losses) gains arising during the period (1)		$	(209.4	)		$	11.7
Less: reclassification adjustment for losses included in net income (2)			(8.1	)			(9.1	)
Net unrealized (losses) gains on securities		$	(201.3	)		$	20.8
Derivatives:
Net derivative gains arising during the period (3)		$	14.5			$	1.5
Less: reclassification adjustment for gains included in net income (4)			5.0				1.8
Net derivative gains (losses)		$	9.5			$	(.3	)

9. Employee Benefit Plans

Defined Benefit Retirement Plans
Components of the net periodic benefit cost of our noncontributory defined benefit pension plans and other post-retirement benefit (“OPEB”) plans for the three and six months ended June 30, 2006 and 2005 were as follows:

		Pension Plans																OPEB Plans
		Three Months Ended								Six Months Ended								Three Months Ended								Six Months Ended
		June 30,								June 30,								June 30,								June 30,
(Millions)		2006				2005				2006				2005				2006				2005				2006				2005
Service cost		$	24.5			$	23.2			$	49.0			$	46.4			$	.1			$	.1			$	.2			$	.2
Interest cost			70.8				68.5				141.6				137.0				6.3				7.0				12.6				14.0
Expected return on plan assets			(102.7	)			(92.6	)			(205.4	)			(185.2	)			(1.0	)			(1.1	)			(2.0	)			(2.2	)
Amortization of prior service cost			1.4				1.3				2.8				2.6				(.5	)			(.3	)			(1.0	)			(.6	)
Recognized net actuarial loss			19.3				18.6				38.6				37.2				1.8				1.5				3.6				3.0
Net periodic benefit cost		$	13.3			$	19.0			$	26.6			$	38.0			$	6.7			$	7.2			$	13.4			$	14.4

Stock-Based Compensation Plans
Our stock-based compensation plans (the “Plans”) provide for awards of stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), deferred contingent common stock and the ability for employees to purchase common stock at a discount. At June 30, 2006, approximately 125 million common shares were available for issuance under the Plans.

Executive, middle management and non-management employees may be granted stock options, SARs and RSUs. Stock options are granted to purchase our common stock at or above the market price on the date of grant. SARs granted will be settled in stock, net of taxes, based on the appreciation of our stock price on the exercise date over the market price on the date of grant. SARs and stock options generally become 100% vested three years after the grant is made, with one-third vesting each year. From time to time, we have issued SARs and stock options with different vesting provisions. Vested SARs and stock options may be exercised at any time during the 10 years after grant, except in certain circumstances, generally related to employment termination or retirement. At the end of the 10-year period, any unexercised SARs and stock options expire. For each RSU granted, employees receive one share of common stock, net of taxes, at the end of the vesting period. The RSUs generally become 100% vested three years from the grant date.

All of our employees are eligible to participate in our Employee Stock Purchase Plan (the “ESPP”). Employees may contribute a percentage of their base salary through payroll deductions. Contributions are accumulated for a six-month offering period and used to purchase stock at the end of the six-month offering period (the “Purchase Date”). On the Purchase Date, stock is purchased for all participating employees based on the contributions accumulated (subject to a $25,000 annual limit per employee). A six-month accumulation period commenced on December 19, 2005 and ended on June 16, 2006. The purchase price for this offering was at a 5% discount from the stock’s fair market value on the Purchase Date. For the six months ended June 30, 2006, approximately .1 million shares of common stock were purchased under the ESPP at the purchase price of $37.27 per share. On June 19, 2006, another six-month accumulation period commenced. This accumulation period ends on December 15, 2006, and the purchase price for this offering is at a 5% discount from the stock’s fair market value on the Purchase Date.

We estimate the fair value of stock options and awards of SARs using a modified Black-Scholes option pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. Stock options and SARs granted in the three and six months ended June 30, 2006 had a weighted average fair value of $14.13 and $16.43, respectively, and $12.76 and $10.81, respectively, for the corresponding periods in 2005 using the assumptions noted in the following table:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Dividend yield			.1	%			.1	%			.1	%			.1	%
Expected volatility			32.7	%			31.3	%			30.8	%			31.3	%
Risk-free interest rate			5.1	%			3.3	%			4.6	%			3.7	%
Expected term (years)			4.5				4.5				4.5				4.5

We use historical data to estimate the period of time that stock options or SARs are expected to be outstanding. Expected volatilities are based on a weighted average of the historical volatility of our stock price and implied volatility from traded options on our stock. The risk-free interest rate for periods within the expected life of the stock option or SAR is based on the benchmark five-year U.S. Treasury rate in effect on the date of grant. The dividend yield assumption is based on our historical dividends declared.

The stock option and SAR transactions for the six months ended June 30, 2006 were as follows:

										Weighted
						Weighted				Average
						Average				Remaining				Aggregate
		Number of Stock				Exercise				Contractual				Intrinsic
(Millions, except exercise price)		Options or SARs				Price				Life (Years)				Value
Stock options
Outstanding at December 31, 2005			53.4			$	14.80				6.2			$	1,727.5
Granted			—				—				—				—
Exercised			(5.3	)			10.50				—				188.8
Expired or forfeited			(.3	)			23.22				—				—
Outstanding at June 30, 2006			47.8			$	15.22				5.8			$	1,182.2
Stock options exercisable at June 30, 2006			42.3			$	12.87				5.4			$	1,145.6
SARs
Outstanding at December 31, 2005			—			$	—				—			$	—
Granted			5.5				49.93				—				—
Exercised			—				—				—				—
Expired or forfeited			(.1	)			50.21				—				—
Outstanding at June 30, 2006			5.4			$	49.93				9.4			$	—
SARs exercisable at June 30, 2006			—	(1)		$	50.21				4.9			$	—

During the three and six months ended June 30, 2006 and 2005, the following activity occurred under our Plans:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(Millions)		2006				2005				2006				2005
Cash received from stock option exercises		$	18.8			$	60.4			$	53.9			$	179.1
Intrinsic value (the excess of stock price on the date of exercise over the exercise price)			53.1				143.6				188.8				383.7
Tax benefits realized for the tax deductions from stock options exercised (1)			18.6				50.9				66.1				136.5
Fair value of stock options vested (2)			2.1				2.6				67.3				58.2

We settle employee stock options with newly issued common stock and generally utilize the proceeds to repurchase common stock in the open market in the same period.

The following is a summary of information regarding stock options and SARs outstanding and exercisable at June 30, 2006 (number of stock options and SARs and aggregate intrinsic values in millions):

		Outstanding																Exercisable
						Weighted
						Average				Weighted												Weighted
						Remaining				Average				Aggregate								Average				Aggregate
		Number				Contractual				Exercise				Intrinsic				Number				Exercise				Intrinsic
Range of Exercise Prices		Outstanding				Life (Years)				Price				Value				Exercisable				Price				Value
Stock options
$0.00-$5.21			1.3				3.1			$	4.95			$	45.8				1.3			$	4.95			$	45.8
5.21-10.42			15.3				4.5				8.18				485.7				15.3				8.18				485.7
10.42-15.63			14.2				5.2				10.63				415.2				14.1				10.62				414.5
15.63-20.84			8.7				7.1				19.35				178.5				8.6				19.36				177.3
20.84-26.06			.3				7.8				21.94				5.6				.3				21.92				4.7
26.06-31.27			—	(1)			8.4				27.54				—				—				—				—
31.27-36.48			7.8				8.1				33.38				51.1				2.7				33.38				17.5
36.48-41.69			.2				8.9				38.90				.3				—	(1)			38.75				.1
41.69-46.90			—	(1)			9.1				42.16				—				—				—				—
$0.00-$46.90			47.8				5.8			$	15.22			$	1,182.2				42.3			$	12.87			$	1,145.6
SARs
$36.48-$41.69			.1				10.0			$	39.98			$	—				—			$	—			$	—
41.69-46.90			—				—				—				—				—				—				—
46.90-52.11			5.3				9.4				50.20				—				—	(1)			50.21				—
$36.48-$52.11			5.4				9.4			$	49.93			$	—				—	(1)		$	50.21			$	—

RSU transactions for the six months ended June 30, 2006 were as follows (number of units in millions):

						Weighted
						Average
						Grant Date
		RSUs				Fair Value
RSUs at December 31, 2005			—	(1)		$	34.62
Granted			.8				50.14
Vested			—	(1)			34.03
Forfeited			—	(1)			50.21
RSUs at June 30, 2006			.8			$	49.83

For the three and six months ended June 30, 2006, we recorded pretax stock-based compensation expense of $12 million and $50 million, respectively, and $23 million and $76 million, respectively, for the corresponding periods in 2005, in general and administrative expenses. We also recorded related tax benefits of $4 million and $18 million for the three and six months ended June 30, 2006, respectively, and $8 million and $27 million, respectively, for the corresponding periods in 2005. As of June 30, 2006, $100 million of total unrecognized compensation costs related to stock options, SARs and RSUs are expected to be recognized over a weighted-average period of 2.3 years.

10. Debt

The carrying value of long-term debt at June 30, 2006 and December 31, 2005 was as follows:

(Millions)		June 30, 2006				December 31, 2005
Senior Notes, 7.375%, due 2006 (1)		$	—			$	450.0
Senior Notes, 5.75%, due 2011			449.5				—
Senior Notes, 7.875%, due 2011			448.3				448.1
Senior Notes, 6.0%, due 2016			745.6				—
Senior Notes, 6.625%, due 2036			798.4				—
Senior Notes, 8.5%, due 2041(2)			—				707.6
Total long-term debt			2,441.8				1,605.7
Less: current portion of long-term debt (1)			—				(450.0	)
Long-term debt, less current portion		$	2,441.8			$	1,155.7

In June 2006, we issued $2.0 billion of senior notes, comprised of $450 million of 5.75% senior notes due 2011, $750 million of 6.0% senior notes due 2016 and $800 million of 6.625% senior notes due 2036. The proceeds from these senior notes were used to redeem the entire $700 million aggregate principal amount of our 8.5% senior notes due 2041 and to repay approximately $400 million commercial paper borrowings, outstanding since the March 1, 2006 maturity of the entire $450 million aggregate principal amount of our 7.375% senior notes. The remainder of the net proceeds will be used for general corporate purposes, including share repurchases. In connection with the redemption of the $700 million, 8.5% senior notes, we wrote off deferred debt issuance costs associated with these senior notes and recognized the deferred gain from the interest rate swaps that hedged these senior notes (in May 2005, we sold these interest rate swaps; the resulting gain from which was to be amortized over the remaining life of these senior notes). As a result of the foregoing, we recorded an $8 million after tax ($12 million pretax) non-cash charge in operating expenses.

Additionally, in connection with our June 2006 debt issuance, we terminated the five forward starting swaps (with an aggregate notional value of $1.0 billion) that we entered into between August 2005 and June 2006 in order to hedge the change in cash flows associated with interest payments generated by the forecasted issuance of the senior notes. As a result of the termination of the five forward starting swaps, we received approximately $15 million which was recorded as accumulated other comprehensive income and will be amortized as a reduction of interest expense over the life of the applicable senior notes issued in June 2006.

On January 20, 2006, we entered into an amended and restated unsecured $1 billion, five-year revolving credit agreement (the “new credit facility”) superceding our previously existing credit facility. The new credit facility also provides for up to $150 million of letters of credit to be issued at our request, which count as usage of the available commitments under the facility. The new credit facility permits the aggregate commitments under the facility to be expanded to a maximum of $1.35 billion upon our agreement with one or more financial institutions. Various interest rate options are available under the new credit facility. Any revolving borrowings mature on the termination date of the new credit facility. We pay facility fees on the new credit facility ranging from .05% to .175% per annum, depending upon our long-term senior unsecured debt rating. The new credit facility contains a financial covenant that requires us to maintain a ratio of total debt to consolidated capitalization as of the end of each fiscal quarter ending on or after December 31, 2005 at or below .4 to 1.0. For this purpose, consolidated capitalization equals the sum of shareholders’ equity, excluding any minimum pension liability adjustment and any net unrealized capital gains and losses, and total debt (as defined in the facility). We met this requirement at June 30, 2006.

In January 2006, certain of our subsidiaries entered in a one-year $45 million variable funding credit program with a bank to provide short-term liquidity to those subsidiaries. Borrowings under this program are secured by certain assets of those subsidiaries. As of June 30, 2006, there was $33 million outstanding under this program at an interest rate of 6.11%.

11. Capital Stock

On September 29, 2005, January 27, 2006 and April 28, 2006, the Board authorized three share repurchase programs for the repurchase of up to $750 million, $750 million and $820 million, respectively, of common stock ($2.3 billion in aggregate). During the six month period ended June 30, 2006, we repurchased approximately 24 million shares of common stock at a cost of approximately $991 million (approximately $40 million of these repurchase transactions were settled in early July 2006), completing the September 29, 2005 authorization and utilizing a portion of the January 27, 2006 authorization. As of June 30, 2006, we have authorization to repurchase up to approximately $1.2 billion of common stock remaining under the January 27, 2006 and April 28, 2006 authorizations.

In connection with the stock split described in Note 1, the Board approved an amendment to our Articles of Incorporation. The amendment increased the number of common shares we may issue to 2.9 billion shares effective February 17, 2006. This increase is in the same proportion that the shares distributed in the stock dividend increased the number of issued common shares.

12. Dividend Restrictions and Statutory Surplus

Under regulatory requirements as of June 30, 2006, the amount of dividends that may be paid through the end of 2006 by our insurance and HMO subsidiaries to Aetna without prior approval by regulatory authorities is approximately $377 million in the aggregate. There are no such restrictions on distributions from Aetna to our shareholders.

At June 30, 2006, the combined statutory capital and surplus of our insurance and HMO subsidiaries was $4.1 billion. At December 31, 2005, such capital and surplus was $4.5 billion.

13. Commitments and Contingencies

Managed Care Class Action Litigation
From 1999 through early 2003, we were involved in purported class action lawsuits as part of a wave of similar actions targeting the health care payor industry and, in particular, the conduct of business by managed care companies. These cases, brought on behalf of health care providers (the “Provider Cases”), alleged generally that we and other defendant managed care organizations engaged in coercive behavior or a variety of improper business practices in dealing with health care providers and conspired with one another regarding this purported wrongful conduct.

Effective May 21, 2003, we and representatives of over 900,000 physicians, state and other medical societies entered into an agreement (the “Physician Settlement Agreement”) settling the lead physician Provider Case, which was pending in the United States District Court for the Southern District of Florida (the “Florida Federal Court”). We believe that the Physician Settlement Agreement, which has received final court approval, resolved all then pending Provider Cases filed on behalf of physicians that did not opt out of the settlement. During the second quarter of 2003, we recorded a charge of $75 million ($115 million pretax) (included in other operating expenses) in connection with the Physician Settlement Agreement, net of an estimated insurance recoverable of $72 million pretax. We believe our insurance policies with third party insurers apply to this matter and have been vigorously pursuing recovery from those insurers in Pennsylvania state court (the “Coverage Litigation”). During the second quarter of 2006, the Philadelphia, Pennsylvania state trial court issued a summary judgment ruling dismissing all of our claims in the Coverage Litigation. We have appealed that ruling and intend to continue to vigorously pursue recovery from our third party insurers. However, as a result of that ruling, we concluded that the estimated insurance recoverable of $72 million pretax that was recorded in connection with the Physician Settlement Agreement is no longer probable of collection for accounting purposes, and therefore, during the second quarter of 2006, we wrote off that recoverable. We continue to work with plaintiffs’ representatives in implementing the Physician Settlement Agreement and the issues that may arise under that agreement.

Several Provider Cases filed in 2003 on behalf of purported classes of chiropractors and/or all non-physician health care providers also make factual and legal allegations similar to those contained in the other Provider Cases, including allegations of violations of the Racketeer Influenced and Corrupt Organizations Act. These Provider Cases seek various forms of relief, including unspecified damages, treble damages, punitive damages and injunctive relief. These Provider Cases have been transferred to the Florida Federal Court for consolidated pretrial proceedings. We intend to defend each of these cases vigorously.

Insurance Industry Brokerage Practices Matters
We have received subpoenas and other requests for information from the New York Attorney General, the Connecticut Attorney General, other attorneys general and various insurance and other regulators with respect to an industry wide investigation into certain insurance brokerage practices, including broker compensation arrangements, bid quoting practices and potential antitrust violations. We may receive additional subpoenas and requests for information from these attorneys general and regulators. We are cooperating with these inquiries.

In connection with this industry wide review, we have, and may, receive additional subpoenas and requests for information from other attorneys general and other regulators, and be named in related litigation.

Other Litigation and Regulatory Proceedings
We are involved in numerous other lawsuits arising, for the most part, in the ordinary course of our business operations, including employment litigation and claims of bad faith, medical malpractice, non-compliance with state regulatory regimes, marketing misconduct, failure to timely pay medical claims, investment activities, intellectual property and other litigation in our Health Care and Group Insurance businesses. Some of these other lawsuits are or are purported to be class actions. We intend to defend these matters vigorously.

In addition, our current and past business practices are subject to review by, and from time to time we receive subpoenas and other requests for information from, various state insurance and health care regulatory authorities and other state and federal authorities. There also continues to be heightened review by regulatory authorities of the managed health care industry’s business practices, including utilization management, delegated arrangements and claim payment practices. As a leading national managed care organization, we regularly are the subject of such reviews. These reviews may result, and have resulted, in changes to or clarifications of our business practices, as well as fines, penalties or other sanctions.

We are unable to predict at this time the ultimate outcome of the remaining Provider Cases, the insurance industry brokerage practices matters or other litigation and regulatory proceedings, and it is reasonably possible that their outcome could be material to us.

14. Segment Information

Summarized financial information of our segments for the three and six months ended June 30, 2006 and 2005 were as follows:

		Health				Group				Large Case				Corporate				Total
(Millions)		Care				Insurance				Pensions				Interest				Company
Three months ended June 30, 2006
Revenue from external customers		$	5,451.0			$	486.1			$	50.3			$	—			$	5,987.4
Operating earnings (loss) (1)			352.9				36.0				10.1				(21.9	)			377.1
Three months ended June 30, 2005
Revenue from external customers		$	4,722.4			$	456.4			$	55.8			$	—			$	5,234.6
Operating earnings (loss) (1)			329.2				30.9				7.5				(19.8	)			347.8
Six months ended June 30, 2006
Revenue from external customers		$	10,857.6			$	941.6			$	107.3			$	—			$	11,906.5
Operating earnings (loss) (1)			713.5				68.2				19.4				(43.7	)			757.4
Six months ended June 30, 2005
Revenue from external customers		$	9,343.7			$	915.1			$	107.1			$	—			$	10,365.9
Operating earnings (loss) (1)			699.7				60.4				11.6				(37.5	)			734.2