Aetna 2015 Annual Report Download - page 52

Annual Report- Page 46
• Matters relating to the Proposed Acquisition (including integration planning) will require substantial
commitments of time and resources by our management, which would otherwise have been devoted to
day-to-day operations and other opportunities that may have been beneficial to us as an independent
company.
There can be no assurance that the risks described above will not materialize. If any of those risks materialize, they
may materially and adversely affect Aetna’s businesses, financial position, financial results and stock or bond
prices.
In addition, Aetna could be subject to litigation related to any failure to complete the Proposed Acquisition or
related to any enforcement proceeding to specifically enforce us to perform our obligations under the Merger
Agreement. If the Proposed Acquisition is not completed, these risks may materialize and may materially and
adversely affect Aetna’s businesses, financial position, financial results and stock or bond prices.
After completion of the Proposed Acquisition, we may fail to realize the anticipated benefits and cost savings of
the Proposed Acquisition, which could adversely affect the value of our common shares.
The success of the transactions contemplated by the Proposed Acquisition will depend, in part, on our ability to
realize the anticipated benefits and cost savings from combining the businesses of Aetna and Humana. Our ability to
realize these anticipated benefits and cost savings is subject to certain risks including:
• Our ability to successfully combine the businesses of Aetna and Humana, including with respect to
systems and technology integration;
• whether the combined businesses will perform as expected;
• the possibility that we paid more for Humana than the value we will derive from the transaction;
• the reduction of our cash available for operations and other uses and the incurrence of indebtedness to
finance the completion of the Proposed Acquisition; and
• the assumption of known and unknown liabilities of Humana.
If we are not able to successfully combine the businesses of Aetna and Humana within the anticipated time frame,
or at all, the anticipated cost savings and other benefits of the Proposed Acquisition may not be realized fully or at
all or may take longer to realize than expected, the combined businesses may not perform as expected, and the
value of our common shares may be adversely affected.
Aetna and Humana have operated and, until completion of the Proposed Acquisition, will continue to operate,
independently, and there can be no assurances that their businesses can be integrated successfully. It is possible that
the integration process could result in the loss of key Aetna or Humana employees, the disruption of either or both
company’s ongoing businesses or in unexpected integration issues, higher than expected integration costs and an
overall post-completion integration process that takes longer than originally anticipated. Specifically, issues that
must be addressed in integrating the operations of Humana and Aetna in order to realize the anticipated benefits of
the Proposed Acquisition so the combined business performs as expected include, among other things:
• combining the companies’ sales, claims and call operations, network administration and corporate
functions;
• integrating the companies’ technologies, products and services;
• identifying and eliminating redundant and underperforming operations and assets;
• harmonizing the companies’ operating practices, employee development and compensation programs,
internal controls and other policies, procedures and processes;
• addressing possible differences in business backgrounds, corporate cultures and management
philosophies;
• consolidating the companies’ corporate, administrative and information technology infrastructure;
• coordinating sales, distribution and marketing efforts;
• managing the movement of certain businesses and positions to different locations;
• maintaining existing agreements with customers, providers and vendors and avoiding delays in entering
into new agreements with prospective customers, providers and vendors;