Aetna and Humana Agree to Sell Certain Medicare Advantage Assets to Molina Healthcare, Inc.

— Divestitures Designed to Preserve Robust Competition for Seniors
Choosing to Receive Medicare Coverage Through Medicare Advantage Plans —

— Transactions Contingent on Successful Closing of Aetna-Humana
Transaction —

and Humana Inc. (NYSE:HUM)
today announced they have entered into separate agreements to sell
certain of their respective Medicare Advantage assets to Molina
Healthcare, Inc. (NYSE: MOH) for a total estimated $117 million in cash
for both transactions, based on the estimated number of members in the
plans involved in the transactions. The transactions are subject to the
successful completion of Aetna’s proposed acquisition of Humana, CMS
approvals and actions, and customary closing conditions, including state
and other regulatory approvals.

As a result of the transactions, Molina is expected to gain
approximately 290,000 Medicare Advantage members in 21 states,
preserving robust competition for seniors choosing to receive Medicare
coverage through Medicare Advantage plans and addressing a key concern
of the U.S. Department of Justice in its challenge to the Aetna-Humana

“Our agreements with Molina promote competition within the large,
diverse and highly regulated Medicare industry, and ensure that seniors
continue to have an abundance of options when they decide how to receive
Medicare coverage,” said Mark T. Bertolini, Aetna chairman and CEO, and
Bruce Broussard, Humana president and CEO. “We believe that these
divestitures taken together would address the Department of Justice’s
perceived competitive concerns regarding Medicare Advantage. We are
confident in Molina’s ability to deliver continued access to quality
care for our members in these areas.”

On the Aetna-Humana combination, Bertolini and Broussard commented, “We
look forward to making our position clear in court, where the facts will
show that our combination will result in a broader choice of products,
access to higher quality and more affordable care, and a better overall
experience for consumers.”

The Medicare Advantage plans involved in the transactions include
certain Aetna Medicare Advantage plans in Alabama, Arkansas, Florida,
Georgia, Illinois, Louisiana, North Carolina, Nevada, Ohio, Oklahoma,
Texas, Virginia and West Virginia, and certain Humana plans in Delaware,
Illinois, Iowa, Kansas, Missouri, Nebraska, Ohio, Pennsylvania, South
Dakota and Utah. Aetna and Humana expect to continue administering their
respective plans involved in the transaction for a transition period
following the closing to provide consistency for Medicare beneficiaries

The companies remain committed to vigorously defending their pending
transaction against a U.S. Department of Justice lawsuit seeking to
block it. Aetna and Humana remain confident that their transaction is in
the best interest of consumers, particularly seniors who elect to seek
Medicare coverage through affordable, high-quality Medicare Advantage

For more information on the competitive dynamics of traditional Medicare
and Medicare Advantage, visit

For more information on the overall benefits of a combined Aetna-Humana,

About Aetna

Aetna is one of the nation’s leading diversified health care benefits
companies, serving an estimated 46.5 million people with information and
resources to help them make better informed decisions about their health
care. Aetna offers a broad range of traditional, voluntary and
consumer-directed health insurance products and related services,
including medical, pharmacy, dental, behavioral health, group life and
disability plans, and medical management capabilities, Medicaid health
care management services, workers’ compensation administrative services
and health information technology products and services. Aetna’s
customers include employer groups, individuals, college students,
part-time and hourly workers, health plans, health care providers,
governmental units, government-sponsored plans, labor groups and
expatriates. For more information, see
and learn
about how Aetna is helping to build a healthier world
. @AetnaNews

About Humana

Humana Inc., headquartered in Louisville, Ky., is a leading health and
well-being company focused on making it easy for people to achieve their
best health with clinical excellence through coordinated care. The
company’s strategy integrates care delivery, the member experience, and
clinical and consumer insights to encourage engagement, behavior change,
proactive clinical outreach and wellness for the millions of people we
serve across the country.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. You can
generally identify forward-looking statements by the use of
forward-looking terminology such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or
“will,” or the negative thereof or other variations thereon or
comparable terminology. These forward-looking statements are only
predictions and involve known and unknown risks and uncertainties, many
of which are beyond Aetna’s and Humana’s control.

Statements in this press release regarding Aetna and Humana that are
forward-looking, including the number of members subject to the
divestiture transactions; the impact of the Humana Acquisition and/or
the divestiture transactions on competition, the ability of the
divestiture transactions to address Department of Justice concerns, the
quality of Molina’s future services to Aetna and/or Humana members, the
resolution of the Department of Justice litigation relating to the
Humana Acquisition, and the duration of administrative services provided
by Aetna and/or Humana to Molina, are based on management’s estimates,
assumptions and projections, and are subject to significant
uncertainties and other factors, many of which are beyond Aetna’s and
Humana’s control. Important risk factors could cause actual future
results and other future events to differ materially from those
currently estimated by management, including, but not limited to: the
timing to consummate Aetna’s proposed acquisition of Humana (the “Humana
Acquisition”); the timing and resolution of the Department of Justice
litigation relating to the Humana Acquisition; the timing to consummate
the proposed divestitures of certain of Aetna’s and Humana’s Medicare
Advantage assets (collectively, the “Divestitures”); the risk that a
condition to closing of the Humana Acquisition and/or the Divestitures
may not be satisfied; the risk that a regulatory approval that may be
required for the Humana Acquisition and/or the Divestitures is delayed,
is not obtained or is obtained subject to conditions that are not
anticipated; the outcome of various litigation matters related to the
Humana Acquisition; Aetna’s ability to achieve the synergies and value
creation projected to be realized following the completion of the Humana
Acquisition; Aetna’s ability to promptly and effectively integrate
Humana’s businesses; the diversion of management time on Humana
Acquisition-related and/or Divestiture-related issues; the profitability
of Aetna’s and Humana’s public health insurance exchange and ACA
compliant small group products, where membership has had and may
continue to have more adverse health status and/or higher medical
benefit utilization than Aetna and/or Humana projected; unanticipated
increases in medical costs (including increased intensity or medical
utilization as a result of flu or otherwise; changes in membership mix
to higher cost or lower-premium products or membership adverse
selection; medical cost increases resulting from unfavorable changes in
contracting or re-contracting with providers (including as a result of
provider consolidation and/or integration); and increased pharmacy costs
(including in Aetna’s and/or Humana’s public health insurance exchange
products)); uncertainty related to Aetna’s and Humana’s accruals for
health care reform’s reinsurance, risk adjustment and risk corridor
programs (“3R’s”); uncertainty related to the funding for and final
reconciliations with respect to health care reform’s risk management and
subsidy programs; the implementation of health care reform legislation,
including collection of health care reform fees, assessments and taxes
through increased premiums; adverse legislative, regulatory and/or
judicial changes to or interpretations of existing health care reform
legislation and/or regulations (including those relating to minimum
medical loss ratio (“MLR”) rebates); the implementation of health
insurance exchanges; Aetna’s and Humana’s ability to offset Medicare
Advantage and PDP rate pressures; and changes in Aetna’s and Humana’s
future cash requirements, capital requirements, results of operations,
financial condition and/or cash flows. Health care reform will continue
to significantly impact Aetna’s business operations and financial
results, including Aetna’s pricing and medical benefit ratios. Key
components of the legislation will continue to be phased in through
2020, and Aetna will be required to dedicate material resources and
incur material expenses during 2016 to implement health care reform.
Significant parts of the legislation, including aspects of public health
insurance exchanges, nondiscrimination requirements, reinsurance, risk
corridor and risk adjustment, continue to evolve through the
promulgation of regulations and guidance at the federal level. In
addition, pending efforts in the U.S. Congress to amend or restrict
funding for various aspects of health care reform and pending litigation
challenging aspects of the law continue to create additional uncertainty
about the ultimate impact of health care reform. As a result, many of
the impacts of health care reform will not be known for the next several
years. Other important risk factors include: adverse changes in health
care reform and/or other federal or state government policies or
regulations as a result of health care reform or otherwise (including
legislative, judicial or regulatory measures that would affect Aetna’s
and/or Humana’s business model, restrict funding for or amend various
aspects of health care reform, limit Aetna’s and/or Humana’s ability to
price for the risk it assumes and/or reflect reasonable costs or profits
in its pricing, such as mandated minimum medical benefit ratios, or
eliminate or reduce ERISA pre-emption of state laws (increasing Aetna’s
and/or Humana’s potential litigation exposure)); adverse and less
predictable economic conditions in the U.S. and abroad (including
unanticipated levels of, or increases in the rate of, unemployment);
reputational or financial issues arising from Aetna’s and/or Humana’s
social media activities, data security breaches, other cybersecurity
risks or other causes; Aetna’s ability to diversify Aetna’s sources of
revenue and earnings (including by developing, operating and expanding
Aetna’s consumer business and expanding Aetna’s foreign operations),
transform Aetna’s business model, develop new products and optimize
Aetna’s business platforms; the success of Aetna’s Healthagen®
(including Accountable Care Solutions and health information technology)
initiatives; adverse changes in size, product or geographic mix or
medical cost experience of membership; managing executive succession and
key talent retention, recruitment and development; failure to achieve
and/or delays in achieving desired rate increases and/or profitable
membership growth due to regulatory review or other regulatory
restrictions, the difficult economy and/or significant competition,
especially in key geographic areas where membership is concentrated,
including successful protests of business awarded to Aetna and/or
Humana; failure to adequately implement health care reform; the outcome
of various litigation and regulatory matters, including audits,
challenges to Aetna’s and/or Humana’s minimum MLR rebate methodology
and/or reports, guaranty fund assessments, intellectual property
litigation and litigation concerning, and ongoing reviews by various
regulatory authorities of, certain of Aetna’s and/or Humana’s payment
practices with respect to out-of-network providers, other providers
and/or life insurance policies; Aetna’s ability to integrate, simplify,
and enhance Aetna’s existing products, processes and information
technology systems and platforms to keep pace with changing customer and
regulatory needs; Aetna’s ability to successfully integrate Aetna’s
businesses (including Humana, Coventry, bswift LLC and other businesses
Aetna may acquire in the future) and implement multiple strategic and
operational initiatives (including the Divestitures) simultaneously;
Aetna’s and/or Humana’s ability to manage health care and other benefit
costs; adverse program, pricing, funding or audit actions by federal or
state government payors, including as a result of sequestration and/or
curtailment or elimination of the Centers for Medicare & Medicaid
Services’ star rating bonus payments; Aetna’s ability to reduce
administrative expenses while maintaining targeted levels of service and
operating performance; failure by a service provider to meet its
obligations to Aetna or Humana; Aetna’s and Humana’s ability to develop
and maintain relationships (including collaborative risk-sharing
agreements) with providers while taking actions to reduce medical costs
and/or expand the services each company offers; Aetna’s ability to
demonstrate that Aetna’s products and processes lead to access to
quality affordable care by Aetna’s members; Aetna’s and/or Humana’s
ability to maintain their relationships with third-party brokers,
consultants and agents who sell their products; increases in medical
costs or Group Insurance claims resulting from any epidemics, acts of
terrorism or other extreme events; changes in medical cost estimates due
to the necessary extensive judgment that is used in the medical cost
estimation process, the considerable variability inherent in such
estimates, and the sensitivity of such estimates to changes in medical
claims payment patterns and changes in medical cost trends; a downgrade
in Aetna’s financial ratings; and adverse impacts from any failure to
raise the U.S. Federal government’s debt ceiling or any sustained U.S.
Federal government shut down. For more discussion of important risk
factors that may materially affect Aetna, please see the risk factors
contained in Aetna’s 2015 Annual Report on Form 10-K (“Aetna’s 2015
Annual Report”) and Aetna’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2016 (“Aetna’s March 2016 Quarterly Report”),
each on file with the Securities and Exchange Commission (“SEC”), and
Aetna’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2016 (“Aetna’s June 2016 Quarterly Report”), when filed with the SEC.
For more discussion of important risk factors that may materially affect
Humana, please see the risk factors contained in Humana’s 2015 Annual
Report on Form 10-K (“Humana’s 2015 Annual Report”) and Humana’s
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or
furnished during 2016, each on file with the SEC. You should also read
Aetna’s 2015 Annual Report and Aetna’s March 2016 Quarterly Report, each
on file with the SEC, and Aetna’s June 2016 Quarterly Report, when filed
with the SEC, for a discussion of Aetna’s historical results of
operations and financial condition. You should also read Humana’s 2015
Annual Report, Humana’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2016, each on file with the SEC, and Humana’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2016, when filed with
the SEC, for a discussion of Humana’s historical results of operations
and financial condition.

No assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do
occur, what impact they will have on the results of operations,
financial condition or cash flows of Aetna or Humana. Neither Aetna nor
Humana assumes any duty to update or revise forward-looking statements,
whether as a result of new information, future events or otherwise, as
of any future date.


Aetna Media Contact:
T.J. Crawford, 212-457-0583
Investor Contact:

Joe Krocheski, 860-273-0896
Media Contact:

Tom Noland, 502-580-3674
Investor Contact:

Regina Nethery, 502-580-3644