Aetna 2015 Annual Report Download - page 141

Annual Report- Page 135
status of our pension and OPEB plans and any net unrealized capital gains and losses, and total debt (as defined in
the Term Loan Agreement). For the purposes of determining compliance prior to the Closing Date with certain
covenants, total debt also excludes debt incurred by us to finance the Proposed Acquisition, the other financing
transactions related to the Proposed Acquisition and/or the payment of fees and expenses incurred in connection
therewith so long as either (A) the net proceeds of such debt are set aside to finance the Proposed Acquisition, the
other financing transactions related to the Proposed Acquisition and/or the payment of fees and expenses incurred in
connection therewith or (B) such debt is subject to mandatory redemption in the event that the Merger Agreement is
terminated or expires. The Term Loan Agreement also contains a covenant limiting “Restricted Payments” (as
defined in the Term Loan Agreement) by Aetna, subject to certain exceptions and baskets, including an exception
permitting the payment of regular cash dividends.
Amounts outstanding under the Term Loan Agreement will bear interest, at our option, either (a) at LIBOR; or (b) at
the base rate (defined as the highest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50% per annum
and (iii) LIBOR for an interest period of one month plus 1.00% per annum), plus, in each case, the applicable
LIBOR margin or base rate margin depending upon the ratings of our long-term senior unsecured debt. The
minimum and maximum LIBOR margins are 0.75% and 1.50% per annum, respectively, and the minimum and
maximum base rate margins are 0.0% and 0.50% per annum, respectively. We will also pay the lenders certain other
fees. There were no amounts outstanding under the Term Loan Agreement during 2015.
16. Capital Stock
From time to time, our Board authorizes us to repurchase our common stock. The repurchases are effected from
time to time in the open market, through negotiated transactions, including accelerated share repurchase
agreements, and through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended. The activity under Board authorized share repurchase programs in 2015, 2014 and 2013 was as follows:
Purchase
Not to
Exceed
Shares Purchased
2015 2014 2013
(Millions) Shares Cost Shares Cost Shares Cost
Authorization date:
November 21, 2014 $ 1,000.0 — $ — — $ — — $ —
February 28, 2014 1,000.0 3.0 296.3 7.6 621.0 — —
September 27, 2013 750.0 — — 8.3 597.0 2.3 153.0
February 19, 2013 750.0 — — — — 11.6 750.0
July 27, 2012 750.0 — — — — 9.1 504.7
Total repurchases N/A 3.0 $ 296.3 15.9 $ 1,218.0 23.0 $ 1,407.7
Repurchase authorization remaining at December 31, N/A $ 1,082.7 N/A $ 1,379.0 N/A $ 597.0
As described above, from time to time we enter into accelerated share repurchase agreements with unrelated third
party financial institutions. The number of shares repurchased under each agreement is based on the volume-
weighted average price of our common stock during the purchase period. We completed the following accelerated
share repurchase programs with repurchase periods during the years ended December 31, 2015 and 2014:
Trade Date: Value of Repurchase Program (Millions) Repurchase Period Number of Shares Repurchased (Millions)
May 16, 2014 $ 100.0 July 2014 1.2
August 5, 2014 100.0 October 2014 1.3
December 15, 2014 150.0 January and February 2015 1.6
March 2, 2015 100.0 April 2015 .9