The Company may from time to time acquire or dispose of assets, subsidiaries or lines of business. Significant transactions are described below.

During the fourth quarter of 2012, subject to regulatory approval, the Company expects to acquire 51% of the total issued and outstanding shares of Finans Emeklilik ve Hayat A.S (“Finans Emeklilik”) from Finansbank A.S. (“Finansbank”), a Turkish retail bank, for a purchase price of €85 million, or approximately $110 million. Finansbank would continue to hold 49% of the total issued and outstanding shares. Finans Emeklilik operates in life insurance, accident insurance and pension product markets. The transaction is expected to be financed with internal cash resources. The acquisition will provide Cigna opportunities to reach and serve the growing middle class market in Turkey through Finansbank's network of retail banking branches.

On August 31, 2012, the Company acquired Great American Supplemental Benefits Group, one of the largest providers of supplemental health insurance products in the U.S., for approximately $310 million in cash from internal resources. The acquisition provides the Company with an increased presence in the Medicare supplemental benefits market. It also extends the Company's global direct-to-consumer retail channel as well as further enhances its distribution network of agents and brokers. Results of this business are reported in the supplemental health, life and accident business included in the International segment.

In accordance with GAAP, the total purchase price has been allocated to the tangible and intangible net assets acquired based on management's preliminary estimates of their fair value and may change as additional information becomes available over the next several months. Accordingly, approximately $95 million was allocated to intangible assets, primarily the value of business acquired (“VOBA”) that represents the present value of the estimated net cash flows from the long duration contracts in force. The VOBA asset will be amortized in proportion to premium recognized over the life of the contracts that is estimated to be 30 years. Amortization of the VOBA asset is expected to be higher in early years and decline as policies lapse. Goodwill has been provisionally allocated to the International segment; it has not yet been allocated to a reporting unit as of September 30, 2012. Substantially all of the goodwill is tax deductible and will be amortized over the next 15 years for federal income tax purposes.

(In millions)
Investments	$	211
Cash and cash equivalents		36
Reinsurance recoverables		448
Goodwill		161
Value of business acquired (reported in Deferred policy acquisition costs in Consolidated Balance Sheet)		71
Other assets, including other intangibles		36
Total assets acquired		963


Insurance liabilities		634
Accounts payable, accrued expenses and other liabilities		22
Total liabilities acquired		656

Net assets acquired	$	307

The results of Great American Supplemental Benefits have been included in the Company's Consolidated Financial Statements from the date of acquisition and were not considered material to the Company's consolidated results of operations. The pro forma effect on total revenues and net income assuming the acquisition had occurred as of January 1, 2011 is not presented as they were not material to the Company's total revenues or shareholders' net income for the three months and nine months ended September 30, 2012 and 2011.

On January 31, 2012 the Company acquired the outstanding shares of HealthSpring, Inc. (“HealthSpring”) for $55 per share in cash and Cigna stock awards, representing a cost of approximately $3.8 billion. HealthSpring provides Medicare Advantage coverage in 11 states and the District of Columbia, as well as a large, national stand-alone Medicare prescription drug business. The acquisition of HealthSpring strengthens the Company's ability to serve individuals across their life stages as well as deepens its presence in a number of geographic markets. The addition of HealthSpring brings industry leading physician partnership capabilities and creates the opportunity to deepen the Company's existing client and customer relationships, as well as facilitates a broader deployment of its range of health and wellness capabilities and product offerings. The Company funded the acquisition with internal cash resources.

Merger consideration: The estimated merger consideration of $3.8 billion was calculated as follows:

(In millions, except per share amounts)
HealthSpring, Inc. common shares outstanding at January 30, 2012		67.8
Less: common shares outstanding not settled in cash		(0.1)
Common shares settled in cash		67.7
Price per share	$	55
Cash consideration for outstanding shares	$	3,725
Fair value of share-based compensation awards		65
Additional cash and equity consideration		21
Total merger consideration	$	3,811

Fair value of share-based compensation awards. On the date of the acquisition, HealthSpring employees' awards of options and restricted shares of HealthSpring stock were rolled over to Cigna stock options and restricted stock. Each holder of a HealthSpring stock option or restricted stock award received 1.24 Cigna stock options or restricted stock awards. The conversion ratio of 1.24 at the date of acquisition was determined by dividing the acquisition price of HealthSpring shares of $55 per share by the price of Cigna stock on January 31, 2012 of $44.43. The Cigna stock option exercise price was determined by using this same conversion ratio. Vesting periods and the remaining life of the options rolled over with the original HealthSpring awards.

Using fair value as of the acquisition date, the Company valued the restricted stock at Cigna's stock price and stock options using a Black-Scholes pricing model. The assumptions used were generally consistent with those disclosed in Note 20 to the Company's 2011 Consolidated Financial Statements included in the 2011 Annual Report, except the expected life assumption of these options ranged from 1.8 to 4.8 years and the exercise price did not equal the market value at the grant date. Because the exercise price at the acquisition date for substantially all of the options was significantly below Cigna's stock price, fair value of the new stock options approximated intrinsic value.

The fair value of these options and restricted stock was included in the purchase price to the extent that services had been provided prior to the acquisition based on the grant date of the original HealthSpring awards and vesting periods. The remaining fair value not included in the purchase price will be recorded as compensation expense in future periods over the remaining vesting periods. Most of the expense is expected to be recognized in 2012 and 2013.

The following table summarizes the effect of these rollover awards for former HealthSpring employees.


									Compensation
	Number of		Average exercise/		Fair value		Included in		expense
(Awards in thousands, dollars in millions, except per share amounts)	awards		award price		of awards		purchase price		post-acquisition
Vested options	589	$	14.04	$	18	$	18	$	-
Unvested options	1,336	$	16.21		37		28		9
Restricted stock	786	$	44.43		35		19		16
Total	2,711			$	90	$	65	$	25

Purchase price allocation. In accordance with GAAP, the total purchase price has been allocated to the tangible and intangible net assets acquired based on management's preliminary estimates of their fair values and may change as additional information becomes available over the next several months. Goodwill has been allocated to the Medicare operating segment as of September 30, 2012 and is not deductible for federal income tax purposes. During the nine months ended September 30, 2012, the Company recorded $53 million pre-tax ($40 million after-tax) of acquisition-related costs in other operating expenses. The condensed balance sheet of HealthSpring at the acquisition date was as follows:

(In millions)
Investments	$	612
Cash and cash equivalents		492
Premiums, accounts and notes receivable		320
Goodwill		2,545
Intangible assets		795
Other		91
Total assets acquired		4,855

Insurance liabilities		505
Deferred income taxes		213
Debt		326
Total liabilities acquired		1,044
Net assets acquired	$	3,811

In accordance with debt covenants, HealthSpring's debt obligation was paid immediately following the acquisition. This repayment is reported as a financing activity in the statement of cash flows for the nine months ended September 30, 2012.

The estimated fair values and useful lives for all intangible assets are as follows:

(Dollars in millions)		Estimated Fair Value	Estimated Useful Life (In Years)
Customer relationships	$	711	8
Other		84	3-10
Total other intangible assets	$	795

The fair value of the customer relationship and the amortization method were determined using an income approach that relies on projected future net cash flows including key assumptions for the customer attrition rate and discount rate. The estimated weighted average useful life reflects the time period and pattern of use that Cigna expects for over 90% of the projected benefits. Accordingly, amortization will be recorded on an accelerated basis in 2012 and decline in subsequent years.

The results of HealthSpring have been included in the Company's Consolidated Financial Statements from the date of the acquisition. Revenues of HealthSpring included in the Company's results for the nine months ended September 30, 2012 were approximately $4.0 billion.

Pro forma information. The following table presents selected unaudited pro forma information for the Company assuming the acquisition of HealthSpring had occurred as of January 1, 2011. This pro forma information does not purport to represent what the Company's actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods.

		Three Months
		Ended		Nine Months Ended September 30,
(In millions, except per share amounts)		September 30, 2011		2012		2011
Total revenues	$	6,940	$	22,092	$	20,639
Shareholders' net income	$	229	$	1,227	$	1,096
Earnings per share:
Basic	$	0.80	$	4.30	$	3.84
Diluted	$	0.79	$	4.23	$	3.78

In November 2011, the Company acquired FirstAssist Group Holdings Limited (“FirstAssist”) for approximately $115 million, which was financed with cash. FirstAssist is based in the United Kingdom and provides travel and protection insurance services that the Company expects will enhance its individual business in the U.K. and around the world.

In accordance with GAAP, the total purchase price has been allocated to the tangible and intangible net assets acquired based on management's estimates of their fair values. During 2012, the Company updated its allocation of the purchase price based on additional information. Accordingly, the allocation to intangible assets was decreased by $18 million from $58 million reported at December 31, 2011 to $40 million. The allocation to goodwill was increased by $8 million from $56 million reported at December 31, 2011 to $64 million. Goodwill is reported in the International segment.

The results of FirstAssist are included in the Company's Consolidated Financial Statements from the date of acquisition. The pro forma effects assuming the acquisition had occurred as of January 1, 2010 were not material to the Company's total revenues, shareholders' net income and earnings per share for the three months and nine months ended September 30, 2011.