Aetna 2015 Annual Report Download - page 142

Annual Report- Page 136
In December 2013, our Board increased our quarterly cash dividend to shareholders to $.225 per share. In
November 2014, our Board increased our quarterly cash dividend to shareholders to $.25 per share. Prior to
completion of the Proposed Acquisition, pursuant to the Merger Agreement, our regular quarterly cash dividend will
not exceed $.25 per share. Our dividend policy following the completion of the Proposed Acquisition will be
determined by our Board. Declaration and payment of future dividends is at the discretion of our Board and may be
adjusted as business needs or marketplace conditions change.
In 2015 and 2014 our Board declared the following cash dividends:
Date Declared Dividend Amount Per Share Stockholders of Record Date Date Paid/ To be Paid Total Dividends (Millions)
February 28, 2014 $ .225 April 10, 2014 April 25, 2014 $ 80.4
May 30, 2014 .225 July 10, 2014 July 25, 2014 79.6
September 19, 2014 .225 October 16, 2014 October 31, 2014 79.0
November 21, 2014 .25 January 15, 2015 January 30, 2015 87.5
February 27, 2015 .25 April 9, 2015 April 24, 2015 87.1
May 15, 2015 .25 July 16, 2015 July 31, 2015 87.2
September 25, 2015 .25 October 15, 2015 October 30, 2015 87.2
December 4, 2015 .25 January 14, 2016 January 29, 2016 87.4
On February 19, 2016, our Board declared a cash dividend of $.25 per share that will be paid on April 29, 2016 to
shareholders of record at the close of business on April 14, 2016.
In addition to the common stock disclosed on our balance sheets, 8 million shares of Class A voting preferred stock,
$.01 par value per share, have been authorized and none are issued or outstanding at December 31, 2015. At
December 31, 2015, there were also 442 million undesignated shares that our Board has the power to divide into
such classes and series, with such voting rights, designations, preferences, limitations and special rights as our
Board determines.
17. Dividend Restrictions and Statutory Surplus
Our business operations are conducted through subsidiaries that principally consist of HMOs and insurance
companies. In addition to general state law restrictions on payments of dividends and other distributions to
shareholders applicable to all corporations, HMOs and insurance companies are subject to further regulations that,
among other things, may require those companies to maintain certain levels of equity and restrict the amount of
dividends and other distributions that may be paid to their equity holders. The additional regulations applicable to
our HMO and insurance company subsidiaries are not expected to affect our ability to service our debt, meet our
other financing obligations or pay dividends.
Under applicable regulatory requirements, at December 31, 2015, the amount of dividends that may be paid by our
insurance and HMO subsidiaries without prior approval by regulatory authorities was approximately $1.9 billion in
the aggregate. There are no such restrictions on distributions from Aetna to its shareholders. Prior to completion of
the Proposed Acquisition, pursuant to the Merger Agreement, Aetna is not permitted to declare, set aside or pay any
dividend or other distribution other than a regular quarterly cash dividend in the ordinary course of business, which
will not exceed $.25 per share. In addition, the Bridge Credit Agreement and Term Loan Agreement each contain a
covenant limiting “Restricted Payments” (as defined in the applicable agreement) by Aetna, subject to certain
exceptions and baskets, including an exception permitting the payment of regular cash dividends. During 2015, our
insurance and HMO subsidiaries paid approximately $2.3 billion of dividends to the Company.