aetna form 10Q 2005 2nd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

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

For the quarterly period ended June 30, 2005
or
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. Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No

There were 289,952,480 shares of voting common stock with a par value of $.01 outstanding at June 30, 2005.

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 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 36
Item 4. Controls and Procedures 36

Part II Other Information

Item 1. Legal Proceedings 36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
Item 4. Submission of Matters to a Vote of Security Holders 38
Item 6. Exhibits 39

Signatures 40
Index to Exhibits 41

Part I Financial Information

Item 1. Financial Statements

Consolidated Statements of Income

For the Three Months For the Six Months
Ended June 30, Ended June 30,
(Millions, except per common share data) 2005 2004 2005 2004
Revenue:
Health care premiums $ 4,145.7 $ 3,648.0 $ 8,199.2 $ 7,205.8
Other premiums 501.7 434.4 1,000.2 877.1
Administrative services contract fees 572.4 517.2 1,141.3 1,029.4
Net investment income 256.6 260.2 547.8 531.7
Other income * 14.8 9.4 25.2 20.4
Net realized capital gains 5.7 5.8 10.1 31.9
Total revenue 5,496.9 4,875.0 10,923.8 9,696.3
Benefits and expenses:
Health care costs ** 3,244.7 2,875.1 6,293.2 5,616.9
Current and future benefits 581.3 535.0 1,196.6 1,082.0
Operating expenses:
Selling expense 205.9 169.5 408.9 333.1
General and administrative expenses 852.5 809.8 1,712.3 1,629.9
Interest expense 30.5 25.2 57.7 50.7
Amortization of other acquired intangible assets 11.5 12.7 22.2 25.4
Reduction of reserve for anticipated future losses on discontinued products (66.7) - (66.7) -
Total benefits and expenses 4,859.7 4,427.3 9,624.2 8,738.0
Income from continuing operations before income taxes (benefits) 637.2 447.7 1,299.6 958.3
Income taxes (benefits):
Current 170.0 164.7 352.6 358.7
Deferred 57.5 (3.3) 113.3 (12.5)
Total income taxes 227.5 161.4 465.9 346.2
Income from continuing operations 409.7 286.3 833.7 612.1
Discontinued operations, net of tax (Note 16) - - - 40.0
Net income $ 409.7 $ 286.3 $ 833.7 $ 652.1

Earnings per common share:
Basic:
Income from continuing operations $ 1.41 $ .93 $ 2.86 $ 1.99
Discontinued operations, net of tax - - - .13
Net income $ 1.41 $ .93 $ 2.86 $ 2.12

Diluted:
Income from continuing operations $ 1.35 $ .90 $ 2.74 $ 1.91
Discontinued operations, net of tax - - - .13
Net income $ 1.35 $ .90 $ 2.74 $ 2.04
*Other income includes administrative services contract member co-payment revenue and plan sponsor reimbursements related to the Company’s mail order
pharmacy of $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, and $3.6 million and $ 7.9 million (net of pharmaceutical and processing costs of $149.6 million and $283.7 million) for
the three and six months ended June 30, 2004, respectively.

**Health care costs have been reduced by fully insured member co-payment revenue related to the Company’s mail order pharmacy of $19.7 million and
$36.8 million for the three and six months ended June 30, 2005, respectively, and $14.7 million and $28.3 million for the three and six months ended June 30,
2004, respectively.

Refer to accompanying Condensed Notes to Consolidated Financial Statements.

Page 1

Consolidated Balance Sheets

At June 30, At December 31,
(Millions, except share data) 2005 2004
Assets
Current assets:
Cash and cash equivalents $ 1,118.9 $ 1,396.0
Investment securities 13,786.2 14,242.6
Other investments 220.1 57.7
Premiums receivable, net 319.0 256.1
Other receivables, net 513.5 314.0
Accrued investment income 186.3 198.6
Collateral received under securities loan agreements 1,255.9 1,173.8
Loaned securities 1,230.4 1,150.1
Income taxes receivable 97.2 226.8
Deferred income taxes 200.4 196.0
Other current assets 393.7 304.5
Total current assets 19,321.6 19,516.2
Long-term investments 1,762.9 1,718.1
Mortgage loans 1,291.1 1,348.2
Investment real estate 275.7 274.8
Reinsurance recoverables 1,158.7 1,173.0
Goodwill 4,103.3 3,687.8
Other acquired intangible assets, net 637.1 460.3
Property and equipment, net 241.6 233.6
Deferred income taxes 116.8 300.0
Other long-term assets 433.0 405.9
Separate Accounts assets 13,732.0 13,015.8
Total assets $ 43,073.8 $ 42,133.7

Liabilities and shareholders' equity
Current liabilities:
Heath care costs payable $ 1,864.3 $ 1,927.1
Future policy benefits 806.3 837.6
Unpaid claims 741.7 707.7
Unearned premiums 156.8 121.8
Policyholders' funds 655.8 672.5
Collateral payable under securities loan agreements 1,255.9 1,173.8
Current portion of long-term debt 449.8 -
Accrued expenses and other current liabilities 1,593.5 1,570.8
Total current liabilities 7,524.1 7,011.3
Future policy benefits 7,745.1 7,859.5
Unpaid claims 1,116.8 1,081.5
Policyholders' funds 1,490.2 1,453.1
Long-term debt, less current portion 1,155.7 1,609.7
Other long-term liabilities 865.0 1,021.4
Separate Accounts liabilities 13,732.0 13,015.8
Total liabilities 33,628.9 33,052.3
Commitments and contingencies (Note 13)
Shareholders' equity:
Common stock and additional paid-in capital ($.01 par value, 1,452,287,238
shares authorized, 289,952,480 shares issued and outstanding in 2005 and
$.01 par value, 732,492,499 shares authorized, 293,005,672 shares
issued and outstanding in 2004) 2,586.5 3,076.5
Retained earnings 7,380.1 6,546.4
Accumulated other comprehensive loss (521.7) (541.5)
Total shareholders' equity 9,444.9 9,081.4
Total liabilities and shareholders' equity $ 43,073.8 $ 42,133.7


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Consolidated Statements of Shareholders’ Equity

Number of Common Accumulated
Common Stock and Other Total
Stock Shares Additional Retained Comprehensive Shareholders' Comprehensive
(Millions, except per share data) Outstanding Paid-in Capital Earnings Income (Loss) Equity Income
Six Months Ended June 30, 2005
Balance at December 31, 2004 293,005,672 $ 3,076.5 $ 6,546.4 $ (541.5) $ 9,081.4
Comprehensive income:
Net income - - 833.7 - 833.7 $ 833.7
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 $ 853.5
Common shares issued for
benefit plans 7,944,568 327.3 - - 327.3
Repurchases of common shares (10,997,760) (817.3) - - (817.3)
Balance at June 30, 2005 289,952,480 $ 2,586.5 $ 7,380.1 $ (521.7) $ 9,444.9

Balance at December 31, 2003 305,156,502 $ 4,024.8 $ 4,307.2 $ (408.0) $ 7,924.0
Comprehensive income:
Net income - - 652.1 - 652.1 $ 652.1
Other comprehensive loss:
Net unrealized losses on
securities (1) - - - (156.1) (156.1)
Net foreign currency losses - - - (1.2) (1.2)
Net derivative gains (1) - - - .3 .3
Other comprehensive loss - - - (157.0) (157.0) (157.0)
Total comprehensive income $ 495.1
Common shares issued for
benefit plans 11,992,804 308.3 - - 308.3
Repurchases of common shares (9,957,200) (419.2) - - (419.2)
Balance at June 30, 2004 307,192,106 $ 3,913.9 $ 4,959.3 $ (565.0) $ 8,308.2
(1)
Net of reclassification adjustments (refer to Note 8).


Page 3

Consolidated Statements of Cash Flows

Six Months Ended June 30,
(Millions) 2005 2004
Cash flows from operating activities:
Net income $ 833.7 $ 652.1
Adjustments to reconcile net income to net cash provided by operating activities:
Discontinued operations - (40.0)
Amortization of other acquired intangible assets 22.2 25.4
Depreciation and amortization 71.7 71.6
Amortization of net investment premium 17.4 22.7
Net realized capital gains (10.1) (31.9)
Changes in assets and liabilities:
Decrease in accrued investment income 12.3 8.7
(Increase) decrease in premiums due and other receivables (109.7) 7.6
Net change in income taxes 379.2 185.9
Net change in other assets and other liabilities (357.8) (384.1)
Decrease in health care and insurance liabilities (87.5) (224.2)
Other, net (24.1) (11.2)
Net cash provided by operating activities 747.3 282.6
Cash flows from investing activities:
Proceeds from sales and investment maturities of:
Debt securities available for sale 5,261.9 5,147.5
Other investments 595.9 1,604.2
Cost of investments in:
Debt securities available for sale (4,959.2) (5,203.4)
Other investments (557.0) (1,561.0)
Increase in property, equipment and software (108.5) (73.7)
Cash used for acquisitions, net of cash acquired (631.1) -
Net cash used for investing activities (398.0) (86.4)
Cash flows from financing activities:
Deposits and interest credited for investment contracts 20.0 30.3
Withdrawals of investment contracts (23.3) (283.0)
Common shares issued under benefit plans 179.1 184.0
Common shares repurchased (802.2) (417.4)
Other, net - 6.0
Net cash used for financing activities (626.4) (480.1)
Net decrease in cash and cash equivalents (277.1) (283.9)
Cash and cash equivalents, beginning of period 1,396.0 1,433.4
Cash and cash equivalents, end of period $ 1,118.9 $ 1,149.5

Supplemental cash flow information:
Interest paid $ 55.8 $ 50.7
Income taxes paid 86.0 161.8


Page 4

Condensed Notes to Consolidated Financial Statements

1. Organization

The accompanying consolidated financial statements include Aetna Inc. (a Pennsylvania corporation) (“Aetna”)
and its subsidiaries (collectively, the “Company”). The Company’s operations include three business segments:
Health Care, Group Insurance and Large Case Pensions. Health Care consists of health and dental plans offered
on both a risk basis (where the Company assumes 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. Health plans
also include Health Savings Accounts (“HSA”) 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). The Group Insurance segment
includes group life insurance products offered on a risk basis, as well as group disability and long-term care
insurance products offered on both a risk and an employer-funded basis. Large Case Pensions manages a variety
of retirement products (including pension and annuity products) primarily for defined benefit and defined
contribution 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 February 9, 2005, the Board of Directors declared a two-for-one stock split of the Company’s common stock
effected in the form of a 100% common stock dividend. All shareholders of record on February 25, 2005
received one additional share of common stock for each share held on that date. The additional shares of
common stock were distributed to shareholders of record in the form of a stock dividend on March 11, 2005.
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 consolidated financial
statements and related notes should be read in conjunction with the consolidated financial statements and related
notes presented in Aetna’s 2004 Annual Report on Form 10-K (the “2004 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 subsidiaries that the Company controls. All significant intercompany balances have been
eliminated in consolidation.

Future Application of Accounting Standard
Accounting for Share-Based Payment
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards
(“FAS”) No. 123-Revised, “Share-Based Payment” (“FAS 123-R”). FAS 123-R requires companies to charge the
fair value of all share-based payment awards (including stock options) issued to employees and non-employees to
expense. The provisions of this standard require the fair value to be calculated using a valuation model (such as
the Black-Scholes or binomial-lattice models). The provisions of this standard are effective for all new share-
based arrangements entered into in the first quarter of 2006, as well as the fair value of the unvested portion of
existing arrangements as of January 1, 2006. The estimated fair value of the unvested portion of existing
arrangements as of January 1, 2006 is expected to be approximately $29 million, of which approximately $16
million will be expensed in 2006 in addition to the fair value of any future grants.

Page 5

Stock-Based Compensation
At June 30, 2005, the Company had various stock-based employee incentive plans, which are described more
fully in Note 13 to the consolidated financial statements presented in the 2004 Annual Report. The Company uses
the intrinsic value method of accounting for stock-based awards granted to employees. Accordingly,
compensation cost is not recognized when the exercise price of an employee stock option equals or exceeds the
fair value of the stock on the date the option is granted. The following table illustrates the pro forma net income
and pro forma earnings per common share as if the Company had applied the fair value based method of
accounting to all awards of stock-based employee compensation for the three and six months ended June 30, 2005
and 2004. The Company uses a modified Black-Scholes option pricing model to estimate fair value.

Three Months Ended Six Months Ended
June 30, June 30,
(Millions, except per common share data) 2005 2004 2005 2004
Net income, as reported $ 409.7 $ 286.3 $ 833.7 $ 652.1
Add: Stock-based employee compensation expense included in
reported net income, net of related taxes .1 2.8 .3 6.9
Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards, net of related taxes (14.9) (26.9) (49.7) (47.0)
Pro forma net income $ 394.9 $ 262.2 $ 784.3 $ 612.0

Earnings per common share:
Basic - as reported $ 1.41 $ .93 $ 2.86 $ 2.12
Basic - pro forma 1.36 .86 2.69 1.99

Diluted - as reported 1.35 .90 2.74 2.04
Diluted - pro forma 1.30 .82 2.58 1.91

3. Acquisitions

In January 2005, the Company acquired Strategic Resource Company (“SRC”), a privately held administrator of
group limited benefit products for part-time and hourly workers. For approximately $252 million, financed
through available cash, Aetna acquired 100% of the stock of SRC and reinsured the insurance contracts
administered by SRC. Approximately $72 million of the purchase price is held in escrow pending resolution of
certain future events. In the first quarter of 2005, the Company recorded approximately $82 million of intangible
assets (primarily customer lists) and approximately $123 million of goodwill which represents the purchase price
in excess of the fair value of the net assets acquired.

In May 2005, the Company acquired Active Health Management, Inc. (“Active Health”), a privately held health
management and health care data analytics company, for approximately $405 million, financed through available
cash. In the second quarter of 2005, the Company has preliminarily recorded approximately $116 million of
intangible assets (primarily customer lists, technology and trademarks) and goodwill of approximately $293
million, which represents the purchase price in excess of the fair value of the net assets acquired. The Company’s
intangible assets and goodwill are subject to adjustment upon completion of purchase accounting valuations for
the Active Health acquisition.

In July 2005, the Company acquired HMS Healthcare, Inc. (“HMS”), a privately held regional health care
network, primarily in Michigan and Colorado, for approximately $390 million, financed through available cash.
The Company’s intangible assets and goodwill are subject to completion of purchase accounting valuations for
the HMS acquisition.

Page 6

4. Earnings Per Common Share
A reconciliation of the numerator and denominator of the basic and diluted earnings per common share (“EPS”)
for the three and six months ended June 30, 2005 and 2004 is as follows:
Income Shares Per Common
(Millions, except EPS data) (Numerator) (Denominator) Share Amount
Three Months Ended June 30, 2005
Basic EPS:
Income from continuing operations $ 409.7 290.7 $ 1.41
Effect of dilutive securities:
Stock options and other 12.4
Diluted EPS:
Income from continuting operations and assumed conversions $ 409.7 303.1 $ 1.35

Three Months Ended June 30, 2004
Basic EPS:
Income from continuing operations $ 286.3 306.3 $ .93
Diluted EPS:
Income from continuing operations and assumed conversions $ 286.3 319.9 $ .90

Basic EPS:
Diluted EPS:
Income from continuing operations and assumed conversions $ 833.7 303.9 $ 2.74

Basic EPS:
Diluted EPS:
Income from continuing operations and assumed conversions $ 612.1 319.9 $ 1.91

5. Operating Expenses
For the three and six months ended June 30, 2005 and 2004, selling expenses (which include broker commissions,
the variable component of the Company’s internal sales force compensation and premium taxes) and general and
administrative expenses were as follows:
June 30, June 30,
(Millions) 2005 2004 2005 2004
Selling expenses $ 205.9 $ 169.5 $ 408.9 $ 333.1
General and administrative expenses:
(1)
Salaries and related benefits 518.6 499.4 1,057.8 1,007.8
Other general and administrative expenses 333.9 310.4 654.5 622.1
Total general and administrative expenses 852.5 809.8 1,712.3 1,629.9
Total operating expenses $ 1,058.4 $ 979.3 $ 2,121.2 $ 1,963.0
(1)
Salaries and related benefits for the six months ended June 30, 2004 include a curtailment benefit of $31.8 million related to the
elimination of the dental subsidy for all retirees.

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6. Other Acquired Intangible Assets
Other acquired intangible assets at June 30, 2005 and December 31, 2004 were as follows:
Accumulated Amortization
(Millions) Cost Amortization Net Balance Period (Years)
June 30, 2005
Other acquired intangible assets:
Provider networks $ 680.2 $ 239.1 $ 441.1 20-25
Customer lists 1,036.5 924.3 112.2 5-9
Technology 49.8 .3 49.5 3-5
Other 9.8 1.1 8.7 3-5
Trademarks (indefinite lived) 25.6 - 25.6 Indefinite
Total other acquired intangible assets (1) $ 1,801.9 $ 1,164.8 $ 637.1

December 31, 2004
Other acquired intangible assets:
Provider networks $ 679.9 $ 225.1 $ 454.8 20-25
Customer lists 919.0 917.5 1.5 5-7
Other 4.0 - 4.0 3-5
Total other acquired intangible assets $ 1,602.9 $ 1,142.6 $ 460.3
(1)
Other acquired intangible assets include $116.3 million related to the acquisition of Active Health that are considered preliminary,
pending the finalization of purchase accounting valuations (refer to Note 3 for additional information).

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

(Millions)
2006 $ 54.7
2007 54.1
2008 54.1
2009 53.1
2010 46.5

7. Investments
Total investments at June 30, 2005 and December 31, 2004 were as follows:
June 30, 2005 December 31, 2004
(Millions) Current Long-term Total Current Long-term Total
Debt securities available for sale:
(1) (1)
Available for use in current operations $ 13,654.2 $ - $ 13,654.2 $ 14,013.6 $ - $ 14,013.6
Loaned securities 1,230.4 - 1,230.4 1,150.1 - 1,150.1
On deposit, as required by regulatory
(3) (3)
authorities - 570.4 570.4 - 553.4 553.4
Debt securities available for sale 14,884.6 570.4 15,455.0 15,163.7 553.4 15,717.1
(1) (3) (1) (3)
Equity securities available for sale 32.2 43.5 75.7 34.5 40.2 74.7
(1) (1)
Short-term investments 99.8 - 99.8 194.5 - 194.5
(2) (2)
Mortgage loans 216.5 1,291.1 1,507.6 52.7 1,348.2 1,400.9
Investment real estate - 275.7 275.7 - 274.8 274.8
(2) (3) (2) (3)
Other investments 3.6 1,149.0 1,152.6 5.0 1,124.5 1,129.5
Total investments $ 15,236.7 $ 3,329.7 $ 18,566.4 $ 15,450.4 $ 3,341.1 $ 18,791.5
(1)
Included in investment securities on the Consolidated Balance Sheets totaling $13.8 billion and $14.2 billion at June 30, 2005 and
December 31, 2004, respectively.
(2)
Included in other investments on the Consolidated Balance Sheets totaling $220.1 million and $57.7 million at June 30, 2005 and
(3)
Included in long-term investments on the Consolidated Balance Sheets totaling $1.8 billion and $1.7 billion at June 30, 2005 and

Page 8

Sources of net investment income for the three and six months ended June 30, 2005 and 2004 were as follows:
June 30, June 30,
(Millions) 2005 2004 2005 2004
Debt securities $ 214.1 $ 223.0 $ 430.4 $ 443.1
Mortgage loans 35.7 32.1 63.5 64.6
Other 4.2 9.9 49.3 30.6
Cash equivalents and other short-term investments 13.5 4.7 25.1 11.1
Equity securities .1 - .9 .8
Investment real estate (1.8) (3.7) (3.4) (3.6)
Gross investment income 265.8 266.0 565.8 546.6
Less: investment expenses (9.2) (5.8) (18.0) (14.9)
Net investment income (1) $ 256.6 $ 260.2 $ 547.8 $ 531.7
(1)
Includes amounts related to experience-rated contractholders of $38.2 million and $73.9 million during the three and six months ended
June 30, 2005, respectively, and $38.6 million and $78.5 million during the three and six months ended June 30, 2004, respectively.
Interest credited to experience-rated contractholders is included in current and future benefits.

Net realized capital gains (losses) for the three months and six months ended June 30, 2005 and 2004, excluding
amounts related to experience-rated contractholders and discontinued products, on investments were as follows:

June 30, June 30,
(Millions) 2005 2004 2005 2004
Debt securities $ (1.7) $ (4.6) $ 3.4 $ 25.1
Equity securities - 6.0 - 6.8
Other 7.4 4.4 6.7 -
Pretax net realized capital gains $ 5.7 $ 5.8 $ 10.1 $ 31.9

After-tax net realized capital gains $ 3.7 $ 3.7 $ 6.6 $ 20.7

Net realized capital gains (losses) of $(4) million and $(2) million for the three and six months ended June 30,
2005, respectively, and $3 million and $11 million for the three and six months ended June 30, 2004, respectively,
related to experience-rated contractholders were deducted from net realized capital gains (losses), and an offsetting
amount is reflected in policyholders’ funds. Net realized capital gains (losses) of $(1) million and $(.1) million for
the three and six months ended June 30, 2005, respectively, and $(4) million and $14 million for the three and six
months ended June 30, 2004, respectively, related to discontinued products were deducted from net realized capital
gains (losses), and an offsetting amount is reflected in the reserve for anticipated future losses on discontinued
products.

8. Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) related to changes in net unrealized gains (losses) on
securities (excluding those related to experience-rated contractholders and discontinued products) for the six
months ended June 30, 2005 and 2004 were as follows:
Six Months Ended
June 30,
Securities:
Net unrealized holding gains (losses) arising during the period (1) $ 11.7 $ (150.2)
Less: reclassification adjustment for gains (losses) included in net income (2) (9.1) 5.9
Net unrealized gains (losses) on securities $ 20.8 $ (156.1)
(1)
Pretax net unrealized holding gains (losses) arising during the six months ended June 30, 2005 and 2004 were $18.0 million and
$(231.1) million, respectively.
(2)
Pretax reclassification adjustments for (losses) gains included in net income were $(14.0) million and $9.1 million for the six months
ended June 30, 2005 and 2004, respectively.

Page 9

Changes in accumulated other comprehensive income (loss) related to changes in derivatives gains (losses) for the
six months ended June 30, 2005 and 2004 were as follows:

Six Months Ended
June 30,
Derivatives:
Net derivative gains (losses) arising during the period (1) $ 1.5 $ (.5)
Less: reclassification adjustment for gains (losses) included in net income (2) 1.8 (.8)
Net derivative (losses) gains $ (.3) $ .3
(1)
Pretax net derivative gains (losses) arising during the six months ended June 30, 2005 and 2004 were $2.3 million and $(.8) million,
respectively.
(2)
Pretax reclassification adjustments for gains (losses) included in net income were $2.8 million and $(1.2) million for the six months
ended June 30, 2005 and 2004, respectively.

9. Benefit Plans
Components of the net periodic benefit cost of the Company’s noncontributory defined benefit pension plans for
the three and six months ended June 30, 2005 and 2004 were as follows:

June 30, June 30,
(Millions) 2005 2004 2005 2004
Service cost $ 23.2 $ 19.0 $ 46.4 $ 38.0
Interest cost 68.5 65.3 137.0 130.6
Expected return on plan assets (92.6) (77.6) (185.2) (155.2)
Amortization of prior service cost 1.3 1.4 2.6 2.8
Recognized net actuarial loss 18.6 16.0 37.2 32.0
Net periodic benefit cost $ 19.0 $ 24.1 $ 38.0 $ 48.2

Components of the net periodic benefit cost of the Company’s other post-retirement benefit plans for the three
and six months ended June 30, 2005 and 2004 were as follows:

June 30, June 30,
(Millions) 2005 2004 2005 2004
Service cost $ .1 $ .1 $ .2 $ .2
Interest cost 7.0 6.5 14.0 13.0
Expected return on plan assets (1.1) (1.1) (2.2) (2.2)
Amortization of prior service cost (.3) (.3) (.6) (.6)
Recognized net actuarial loss 1.5 .5 3.0 1.0
Net periodic benefit cost before curtailment benefit 7.2 5.7 14.4 11.4
(1)
Curtailment benefit - - - (31.8)
Net periodic benefit cost (income) $ 7.2 $ 5.7 $ 14.4 $ (20.4)
(1)
Reflects a plan amendment made in January 2004 to eliminate the dental subsidy for all retirees. Refer to Note 13 of the
consolidated financial statements presented in the 2004 Annual Report for additional information.

Page 10

10. Debt
The carrying value of long-term debt at June 30, 2005 and December 31, 2004 was as follows:
June 30, December 31,
Senior notes, 7.375%, due 2006 $ 449.8 $ 449.6
Senior notes, 7.875%, due 2011 447.9 447.7
Senior notes, 8.50%, due 2041 707.8 712.4
Total long-term debt 1,605.5 1,609.7
Less current portion of long-term debt (1) (449.8) -
Long-term debt, less current portion $ 1,155.7 $ 1,609.7
(1)
At June 30, 2005, there were no short-term borrowings outstanding. The 7.375% senior notes due March 2006 have been
classified as current in the accompanying consolidated balance sheet as of June 30, 2005.

The Company’s revolving credit facility contains financial covenants. Under the terms of the facility, the
Company is required to maintain a minimum level of shareholders’ equity, excluding any minimum pension
liability adjustment and any net unrealized capital gains and losses (“Adjusted Consolidated Net Worth”), as of
each fiscal quarter end. The required minimum level is increased by 50% of the Company’s consolidated net
income each quarter beginning with the quarter ending December 31, 2004. At June 30, 2005, the Company met
its required minimum level of Adjusted Consolidated Net Worth of approximately $7.3 billion. The Company is
also required to maintain its ratio of total debt to consolidated capitalization as of each fiscal quarter end at or
below .4 to 1.0. For this purpose, consolidated capitalization equals the sum of Adjusted Consolidated Net Worth
and total debt (as defined in the facility). The Company met this requirement at June 30, 2005.

In December 2002, the Company entered into an interest rate swap agreement to convert the fixed rate of 8.5% on
$200 million of its senior notes to a variable rate of three-month LIBOR plus 254.0 basis points. In December
2001, the Company entered into an interest rate swap agreement to convert the fixed rate of 8.5% on $350 million
of its senior notes to a variable rate of three-month LIBOR plus 159.5 basis points. Based on the terms of the swap
agreements, they qualified as fair value hedges. In May 2005, the Company sold both of these interest rate swap
agreements. At the time of the sale of the interest rate swap agreements, the cumulative fair value adjustment of
the debt on the balance sheet was a gain of $7.8 million. As a result of the sale, the cumulative fair value
adjustment will be amortized as a reduction of interest expense over the remaining life of the applicable senior
notes.

11. Capital Stock

On September 24, 2004 and February 25, 2005, the Board of Directors authorized two share repurchase programs
for the repurchase of up to $750 million of common stock ($1.5 billion in aggregate). During the six months
ended June 30, 2005, the Company repurchased approximately 11.0 million shares of common stock at a cost of
approximately $817 million (approximately $15 million of these repurchase transactions were settled in early July
2005), completing the September 24, 2004 authorization and utilizing a portion of the February 25, 2005
authorization. At June 30, 2005, the Company had authorization to repurchase up to approximately $683 million
of common stock remaining under the February 25, 2005 authorization.

On February 11, 2005, the Board of Directors’ Committee on Compensation and Organization (the “Compensation
Committee”) granted approximately 4.0 million stock options to employees to purchase common shares of the
Company at $66.75 per share. The February 11, 2005 grants will become 100% vested three years from the grant
date, with one-third of the options vesting on June 30, 2005 and the remaining options vesting on the second and
third anniversaries of the grant date. During the six months ended June 30, 2005, the Company issued
approximately 7.9 million common shares for benefit plans, predominantly related to stock option exercises.

In connection with the stock split described in Note 1, the Board of Directors approved an amendment to the
Company’s Articles of Incorporation. The amendment increased the number of authorized common shares of the
Company to 1,459,384,998 shares effective March 11, 2005. This increase is in the same proportion that the
shares distributed in the stock dividend increased the number of issued common shares.

Page 11

Under the Aetna Inc. Employee Stock Purchase Plan (the “ESPP”), 11.8 million of the Company’s common shares
are reserved for issuance at June 30, 2005 in accordance with the ESPP’s provisions. Employee contributions are
accumulated for a six-month period and used to purchase stock at the end of the offering period. A six-month
accumulation period commenced on December 20, 2004 and ended on June 17, 2005. The purchase price for this
offering was at a 10% discount from the lesser of the stock’s fair market value on December 20, 2004 or
June 17, 2005. For the six months ended June 30, 2005, approximately 150,000 shares of common stock were
purchased under the ESPP at the purchase price of $55.60 per share. On June 20, 2005, another six-month
accumulation period commenced. This accumulation period ends on December 16, 2005, and the purchase price
for this offering is at a 10% discount from the lesser of the stock’s fair market value on June 20, 2005 or December
16, 2005.
12. Dividend Restrictions and Statutory Surplus

Under regulatory requirements, the amount of dividends that may be paid through the end of 2005 to Aetna by its
insurance and HMO subsidiaries without prior approval by regulatory authorities is approximately $392 million in
the aggregate. There are no such restrictions on distributions from Aetna to its shareholders.
At June 30, 2005, the combined statutory surplus of the Company’s insurance and HMO subsidiaries was $4.1
billion. At December 31, 2004, such surplus was $4.0 billion.

13. Commitments and Contingencies

New York Market Stabilization Pool
In March 2005, the Company received notification from the New York State Insurance Department as to its status
with respect to participation in the New York State Market Stabilization Pool under New York Regulation 146
(“Regulation 146”) for the years 1999 through 2004. Regulation 146 requires all carriers with small group and/or
individual business in New York State to participate in a market stabilization pooling mechanism under which
carriers that experience higher than average cost factors in providing services to members with specified medical
conditions receive payments from the pool, and carriers that experience lower than average cost factors make
payments to the pool. From 1999 through 2004, in the absence of any pool data regarding relative average cost
factors of the carriers doing business in New York State, the Company made provision for its estimate of liabilities
incurred in this pool based on discussions with the New York State Insurance Department and historical
experience.

The notification provided both that the Company must make certain payments to the pool and that the Company
would receive certain payments from the pool. The notification provided that the Company was required to make
a payment of approximately $35 million to the pool. The required payment was less than the Company’s related
recorded reserves (included in health care costs payable) of approximately $89 million as of December 31, 2004,
and resulted in the release of approximately $54 million pretax of reserves during the first quarter of 2005. Also,
the notification provided that the Company would receive approximately $58 million from the pool, subject to
certain contingencies. This represented a net receivable position from the pool of $23 million.

In June 2005, the Company and other carriers participating in the pool, along with the New York State Insurance
Department, entered into an agreement that modified the mechanism by which the amounts due to (or receivable
from) the pool were to be settled. Under this agreement, the Company agreed to a $9 million reduction of its net
receivable from the pool. The agreement also calls for all amounts receivable from or payable to the pool to be
netted against each other for settlement purposes.

As a result, the Company will be a net receiver of approximately $14 million in cash from the pool in satisfaction
of all remaining obligations relating to the pool for these periods. The Company expects to receive this cash in the
third quarter of 2005. Accordingly, during the second quarter of 2005, the Company released the $35 million
liability recorded as of March 31, 2005 and recorded a receivable of approximately $14 million, resulting in a $49
million pretax reduction in health care costs in the three months ended June 30, 2005. This settlement agreement
eliminates any further payment obligation by the Company for 2005. The New York State Insurance Department
intends to propose a new pooling mechanism for years subsequent to 2005.

Page 12

Litigation
Managed Care Class Action Litigation
From 1999 through early 2003, the Company was 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
the Company 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, the Company 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”). The Company believes that the Physician Settlement Agreement, which has received final court
approval, resolves all pending Provider Cases filed on behalf of physicians that did not opt out of the settlement.
During the second quarter of 2003, the Company recorded an after-tax 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. The Company has not received any insurance recoveries
as of June 30, 2005.

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 have been transferred to the Florida Federal Court for consolidated pretrial proceedings. The
Company intends to defend each of these cases vigorously.

Securities Class Action Litigation
Laborers Tri-County Pension Fund, Goldplate Investment Partners Ltd. and Sheila Shafran filed a consolidated
and amended purported class action complaint (the “Securities Complaint”) on June 7, 2002 in the United States
District Court for the Southern District of New York (the “New York Federal Court”). The Securities Complaint
supplanted several complaints, filed beginning November 6, 2001, which have been voluntarily dismissed or
consolidated. Plaintiffs contend that the Company and two of its current or former officers and directors, William
H. Donaldson and John W. Rowe, M.D., violated federal securities laws. Plaintiffs allege misrepresentations and
omissions regarding, among other things, the Company’s ability to manage and control medical costs and the
appropriate reserve for medical costs as of December 31, 2000, for which they seek unspecified damages, among
other remedies. On October 15, 2002, the New York Federal Court heard argument on defendants’ motion to
dismiss the Securities Complaint.

Effective February 2005, the parties agreed to dismiss Mr. Donaldson and Dr. Rowe from the action, and the
Company and class representatives entered into an agreement (the “Securities Settlement Agreement”) to settle
the Securities Complaint. The Securities Settlement Agreement is subject to court approval. The settlement
amount is not material to the Company.

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

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

Page 13

Other Litigation and Regulatory Proceedings
The Company is involved in numerous other lawsuits arising, for the most part, in the ordinary course of its
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 its Health Care and Group Insurance businesses. Some of
these other lawsuits are or are purported to be class actions. The Company intends to defend these matters
vigorously.

In addition, the Company’s current and past business practices are subject to review by, and the Company from
time to time receives 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, the
Company regularly is the subject of such reviews. These reviews may result in changes to or clarifications of the
Company’s business practices, and may result in fines, penalties or other sanctions.

The Company is unable to predict at this time the ultimate outcome of the remaining Provider Cases, the
insurance industry brokerage practices investigations or other litigation and regulatory proceedings, and it is
reasonably possible that their outcome could be material to the Company.
14. Segment Information
Summarized financial information for the Company’s principal operations for the three months ended June 30,
2005 and 2004 were as follows:

Health Group Large Case Corporate Discontinued Total
(Millions) Care Insurance Pensions Interest Operations Company
Three months ended June 30, 2005
Revenue from external customers $ 4,722.4 $ 456.4 $ 55.8 $ - $ - $ 5,234.6
Net investment income 70.7 63.5 122.4 - - 256.6
Total revenue excluding net realized
capital gains (losses) $ 4,793.1 $ 519.9 $ 178.2 $ - $ - $ 5,491.2

Operating earnings (loss) (1) $ 343.6 $ 31.3 $ 7.5 $ (19.8) $ - $ 362.6
Other item (2) - - 43.4 - - 43.4
Net realized capital gains (losses), net
of tax 2.5 1.9 (.7) - - 3.7
Net income (loss) $ 346.1 $ 33.2 $ 50.2 $ (19.8) $ - $ 409.7

capital gains (losses) $ 4,228.3 $ 460.0 $ 180.9 $ - $ - $ 4,869.2

of tax (1.4) 2.3 2.8 - - 3.7
Net income (loss) $ 262.6 $ 29.5 $ 10.7 $ (16.5) $ - $ 286.3
(1)
Operating earnings (loss) from continuing operations is comprised of income (loss) from continuing operations excluding net realized
capital gains and the other item (see (2) below). While operating earnings (loss) is the measure of profit or loss used by the Company’s
management when assessing performance or making operating decisions, it does not replace net income (loss) as a measure of
profitability.
(2)
The other item excluded from operating earnings (loss) for the three months ended June 30, 2005 consists of $43 million after tax ($67
million pretax) from reductions of the reserve for anticipated future losses on discontinued products in the Large Case Pensions
segment. There was no such reduction for the three months ended June 30, 2004.

Page 14

Summarized financial information for the Company’s principal operations for the six months ended June 30, 2005
and 2004 were as follows:

Health Group Large Case Corporate Discontinued Total
(Millions) Care Insurance Pensions Interest Operations Company
Six months ended June 30, 2005
capital gains (losses) $ 9,485.0 $ 1,052.5 $ 376.2 $ - $ - $ 10,913.7

Other item (2) - - 43.4 - - 43.4
of tax 3.8 3.3 (.5) - - 6.6
Net income (loss) $ 751.4 $ 65.3 $ 54.5 $ (37.5) $ - $ 833.7

capital gains $ 8,364.2 $ 932.8 $ 367.4 $ - $ - $ 9,664.4

Net realized capital gains, net of tax 5.7 10.2 4.8 - - 20.7
Income (loss) from continued operations 558.1 68.2 18.8 (33.0) - 612.1
Discontinued operations, net of taxes (3) - - - - 40.0 40.0
Net income (loss) $ 558.1 $ 68.2 $ 18.8 $ (33.0) $ 40.0 $ 652.1
(1)
Operating earnings (loss) from continuing operations is comprised of income (loss) from continuing operations excluding net realized
capital gains and the other item (see (2) below). While operating earnings (loss) is the measure of profit or loss used by the Company’s
management when assessing performance or making operating decisions, it does not replace net income (loss) as a measure of
profitability.
(2)
The other item excluded from operating earnings (loss) for the six months ended June 30, 2005 consists of $43 million after tax ($67
million pretax) from reductions of the reserve for anticipated future losses on discontinued products in the Large Case Pensions
segment. There was no such reduction for the six months ended June 30, 2004.
(3)
Income from discontinued operations of $40 million for the six months ended June 30, 2004 reflects the completion of certain Internal
Revenue Service audits associated with businesses previously sold (refer to Note 16 for additional information).

15. Discontinued Products

The Company discontinued the sale of its fully guaranteed large case pension products (single-premium annuities
(“SPAs”) and guaranteed investment contracts (“GICs”)) in 1993. Under the Company’s accounting for these
discontinued products, a reserve for anticipated future losses from these products was established and is reviewed
by management quarterly. As long as the reserve continues to represent management’s then best estimate of
expected future losses, results of operations of the discontinued products, including net realized capital gains and
losses, are credited/charged to the reserve and do not affect the Company’s results of operations. The Company’s
results of operations would be adversely affected to the extent that future losses on the products are greater than
anticipated and favorably affected to the extent that future losses are less than anticipated. The current reserve
reflects management’s best estimate of anticipated future losses.

The factors contributing to changes in the reserve for anticipated future losses are: operating income or loss,
realized capital gains or losses and mortality gains or losses. Operating income or loss is equal to revenue less
expenses. Realized capital gains or losses reflect the excess (deficit) of sales price over (below) the carrying
value of assets sold and any other-than-temporary impairments. Mortality gains or losses reflect the mortality and
retirement experience related to SPAs. A mortality gain (loss) occurs when an annuitant or a beneficiary dies
sooner (later) than expected. A retirement gain (loss) occurs when an annuitant retires later (earlier) than
expected.

Page 15

At the time of discontinuance, a receivable from Large Case Pensions’ continuing products equivalent to the net
present value of the anticipated cash flow shortfalls was established for the discontinued products. Interest on the
receivable is accrued at the discount rate that was used to calculate the reserve. The offsetting payable, on which
interest is similarly accrued, is reflected in continuing products. Interest on the payable generally offsets the
investment income on the assets available to fund the shortfall. At June 30, 2005, the receivable from continuing
products, net of related deferred taxes payable of $122 million on the accrued interest income, was $362 million.
At December 31, 2004, the receivable from continuing products, net of related deferred taxes payable of $116
million on accrued interest income, was $395 million. These amounts were eliminated in consolidation.

Results of discontinued products for the three and six months ended June 30, 2005 and 2004 were as follows
(pretax):
Charged (Credited)
to Reserve for
Net (1)
(Millions) Results Future Losses
Net investment income $ 71.9 $ - $ 71.9
Net realized capital losses (1.3) 1.3 -
Interest earned on receivable from continuing products 7.9 - 7.9
Other income 5.3 - 5.3
Total revenue 83.8 1.3 85.1
Current and future benefits 86.1 (2.5) 83.6
Operating expenses 1.5 - 1.5
Total benefits and expenses 87.6 (2.5) 85.1
Results of discontinued products $ (3.8) $ 3.8 $ -

Net realized capital losses (3.8) 3.8 -
Total revenue 86.1 3.8 89.9
Current and future benefits 89.5 (2.8) 86.7
Total benefits and expenses 92.7 (2.8) 89.9
Results of discontinued products $ (6.6) $ 6.6 $ -

Net realized capital losses (.1) .1 -
Total revenue 203.8 .1 203.9
Current and future benefits 173.0 26.2 199.2
Total benefits and expenses 177.7 26.2 203.9
Results of discontinued products $ 26.1 $ (26.1) $ -

Net realized capital gains 14.3 (14.3) -
Total revenue 204.3 (14.3) 190.0
Current and future benefits 179.8 3.7 183.5
Total benefits and expenses 186.3 3.7 190.0
Results of discontinued products $ 18.0 $ (18.0) $ -
(1)
Amounts are reflected in the June 30, 2005 and 2004 Consolidated Statements of Income, except for interest earned on the
receivable from continuing products, which was eliminated in consolidation.

Page 16

Assets and liabilities supporting discontinued products at June 30, 2005 and December 31, 2004 were as
follows: (1)
June 30, December 31,
Assets:
Debt securities available for sale $ 3,166.7 $ 3,383.6
Equity securities available for sale 59.5 57.2
Mortgage loans 607.6 560.3
Investment real estate 119.1 114.8
Loaned securities 457.0 322.8
Other investments (2) 582.2 514.4
Total investments 4,992.1 4,953.1
Collateral received under securities loan agreements 466.6 329.6
Current and deferred income taxes 115.9 120.8
Receivable from continuing products (3) 483.9 511.6
Total assets $ 6,058.5 $ 5,915.1

Liabilities:
Future policy benefits $ 3,982.4 $ 4,065.6
Policyholders' funds 23.6 24.0
Reserve for anticipated future losses on discontinued products 1,039.2 1,079.8
Collateral payable under securities loan agreements 466.6 329.6
Other liabilities 546.7 416.1
Total liabilities $ 6,058.5 $ 5,915.1
(1)
Assets supporting the discontinued products are distinguished from assets supporting continuing products.
(2)
Includes debt securities on deposit as required by regulatory authorities of $21.6 million and $20.9 million at June 30, 2005 and
December 31, 2004, respectively. These securities are considered restricted assets and were included in long-term investments on
the Consolidated Balance Sheets.
(3)
The receivable from continuing products is eliminated in consolidation.

At June 30, 2005 and December 31, 2004, net unrealized capital gains on available for sale debt securities are
included above in other liabilities and are not reflected in consolidated shareholders’ equity. The reserve for
anticipated future losses is included in future policy benefits on the Consolidated Balance Sheets.
The reserve for anticipated future losses on discontinued products represents the present value (at a risk-free rate of
return at the time of discontinuance, consistent with the duration of the liabilities) of the difference between the
expected cash flows from the assets supporting discontinued products and the cash flows expected to be required to
meet the obligations of the outstanding contracts. Calculation of the reserve for anticipated future losses requires
projection of both the amount and the timing of cash flows over approximately the next 30 years, including
consideration of, among other things, future investment results, participant withdrawal and mortality rates as well
as the cost of asset management and customer service. Since 1993, there have been no significant changes to the
assumptions underlying the calculation of the reserve related to the projection of the amount and timing of cash
flows.
The projection of future investment results considers assumptions for interest rates, bond discount rates and
performance of mortgage loans and real estate. Mortgage loan cash flow assumptions represent management’s
best estimate of current and future levels of rent growth, vacancy and expenses based upon market conditions at
each reporting date. The performance of real estate assets has been consistently estimated using the most recent
forecasts available. Since 1997, a bond default assumption has been included to reflect historical default
experience, since the bond portfolio increased as a percentage of the overall investment portfolio and reflected
more bond credit risk, concurrent with the declines in the commercial mortgage loan and real estate portfolios.
The previous years’ actual participant withdrawal experience is used for the current year assumption. Prior to
1995, the Company used the 1983 Group Annuitant Mortality table published by the Society of Actuaries (the
“Society”). In 1995, the Society published the 1994 Uninsured Pensioner’s Mortality table, which the Company
has used since then.

Page 17

The Company’s assumptions about the cost of asset management and customer service reflect actual
investment and general expenses allocated over invested assets.

The activity in the reserve for anticipated future losses on discontinued products for the six months ended
June 30, 2005 was as follows (pretax):
(Millions)
Reserve for anticipated future losses on discontinued products at December 31, 2004 $ 1,079.8
Operating income 19.4
Net realized capital losses (.1)
Mortality and other 6.8
Reserve reduction (66.7)
Reserve for anticipated future losses on discontinued products at June 30, 2005 $ 1,039.2

Management reviews the adequacy of the discontinued products reserve quarterly and, as a result, $67 million
($43 million after tax) of the reserve was released in the second quarter of 2005, primarily due to favorable
investment performance and favorable mortality and retirement experience compared to prior assumptions.

16. Discontinued Operations

Discontinued operations of $40 million for the six months ended June 30, 2004 reflects the completion of certain
Internal Revenue Service audits associated with businesses previously sold.

Page 18

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Aetna Inc.:

We have reviewed the consolidated balance sheet of Aetna Inc. and subsidiaries as of June 30, 2005, the related
consolidated statements of income for the three-month and six-month periods ended June 30, 2005 and 2004, and
the related consolidated statements of shareholders’ equity and cash flows for the six-month periods ended June 30,
2005 and 2004. These condensed consolidated financial statements are the responsibility of the Company’s
management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board
(United States). A review of interim financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed
consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted
accounting principles.

We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheet of Aetna Inc. and subsidiaries as of December 31, 2004, and the
related consolidated statements of income, shareholders’ equity and cash flows for the year then ended (not
presented herein); and in our report dated March 1, 2005, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated
balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.

/s/ KPMG LLP

Hartford, Connecticut
July 27, 2005

Page 19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”)

Unless the context otherwise requires, references to the terms “we”, “our”, or “us” used throughout this MD&A,
refer to Aetna Inc. (“Aetna”) and its subsidiaries (collectively, the “Company”).

OVERVIEW

We are one of the nation’s largest providers of health insurance and related benefits, based on membership as of
June 30, 2005. Our products include medical, dental, pharmacy and group insurance (including life, disability and
long-term care) benefit products. As of June 30, 2005, we served approximately 14.4 million medical members,
13.0 million dental members, 9.1 million pharmacy members and 13.7 million group insurance members. Our
operations are conducted in three business segments: Health Care, Group Insurance and Large Case Pensions.

The following MD&A provides a review of our financial condition as of June 30, 2005 and December 31, 2004
and results of operations for the three and six months ended June 30, 2005 and 2004. This Overview should be
read in conjunction with the entire MD&A, which contains detailed information that is important to understanding
our results of operations and financial condition and the consolidated financial statements and other data presented
herein as well as the MD&A contained in our 2004 Annual Report on Form 10-K (the “2004 Annual Report”).
Furthermore, this Overview is qualified in its entirety by the full MD&A below.

Our operating profit for the three and six months ended June 30, 2005, compared to the corresponding periods in
2004, reflects continued growth in our Health Care business, excluding favorable development of prior period
health care cost estimates. This primarily reflects growth in revenues from higher membership levels and strong
underwriting results (including increases in per member premiums which outpaced per member increases in health
care costs), as well as continued general and administrative expense efficiencies. We experienced membership
growth for both administrative services contract (“ASC”) business (an employer-funded plan where the plan
sponsor assumes all or a majority of the risk for medical and dental care costs) and Risk business (where we
assume all or a majority of the risk for medical and dental care costs), including those members associated with the
acquisition of Strategic Resource Company (“SRC”), which closed in the first quarter of 2005. Our medical
membership was 14.4 million members at June 30, 2005, representing approximately 34% Risk members and 66%
ASC members. We continue to take actions designed to achieve membership levels at December 31, 2005 of
approximately 1,000,000 to 1,075,000 members higher than at December 31, 2004.

We continued to generate cash from operations for the six months ended June 30, 2005. In addition to funding
ordinary course operating activities, approximately $150 million of cash was used to pay a prior year physician
class action settlement and $180 million of cash was used to make a voluntary contribution to our pension plan.
Additional uses from available cash for the six months ended June 30, 2005 included $817 million, used to
repurchase our common stock under our share repurchase programs and $657 million, used for acquisitions (see
below and also refer to Note 3 of Condensed Notes to Consolidated Financial Statements).

Page 20

aetna form 10Q 2005 2nd

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