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Acquisitions and Dispositions
9 Months Ended
Sep. 30, 2013
Acquisitions And Dispositions [Abstract]  
Acquisitions and Dispositions

Note 3 Acquisitions and Dispositions

 

From time to time the Company may acquire or dispose of assets, subsidiaries or lines of business. For further information on the Company's effective exit from the guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) business, see Note 6. Other significant transactions are described below.

 

  • Joint Venture Agreement with Finansbank

 

On November 9, 2012, the Company acquired 51% of the total shares of Finans Emeklilik ve Hayat A.S. (“Finans Emeklilik”), a Turkish insurance company, from Finansbank A.S. (“Finansbank”), a Turkish retail bank, for a cash purchase price of approximately $116 million. Finansbank continues to hold a redeemable noncontrolling 49% interest in Finans Emeklilik, which operates in life insurance, accident insurance and pension product markets. The acquisition provides Cigna opportunities to reach and serve the growing middle class market in Turkey through Finansbank's network of retail banking branches. Results of this business are reported in the Global Supplemental Benefits segment.

 

In accordance with GAAP, the total purchase price, including the redeemable noncontrolling interest of $111 million, has been allocated to the tangible and intangible net assets acquired based on management's estimates of their fair value. Accordingly, approximately $113 million was allocated to identifiable intangible assets, primarily a distribution relationship and the value of business acquired ("VOBA") that represents the present value of the estimated net cash flows from the long duration contracts in force, with the remaining $116 million recorded as goodwill. The identifiable intangible assets will be amortized over an estimated useful life of approximately 10 years. Goodwill has been allocated to the Global Supplemental Benefits segment and is not deductible for federal income tax purposes.

 

The redeemable noncontrolling interest is classified as temporary equity in the Company's Consolidated Balance Sheet because Finansbank has the right to require the Company to purchase its 49% interest for the value of its net assets and the in-force business in 15 years.

 

The condensed balance sheet at the acquisition date was as follows:

 

(In millions)  
Investments$ 23
Cash and cash equivalents  54
Value of business acquired (reported in Deferred policy acquisition costs in the Consolidated Balance Sheet)  26
Goodwill  116
Separate account assets  99
Other assets, including other intangibles  98
Total assets acquired  416
   
   
Insurance liabilities  58
Accounts payable, accrued expenses and other liabilities   32
Separate account liabilities  99
Total liabilities acquired  189
   
Redeemable noncontrolling interest  111
   
Net assets acquired$ 116

The results of Finans Emeklilik have been included in the Company's Consolidated Financial Statements from the date of acquisition. The pro forma effects on total revenues and net income assuming the acquisition had occurred as of January 1, 2012 were not material to the Company for the three months and nine months ended September 30, 2012.

 

 

 

  • Acquisition of Great American Supplemental Benefits Group

 

On August 31, 2012, the Company acquired Great American Supplemental Benefits Group (“Great American”), one of the largest providers of supplemental health insurance products in the United States for $326 million, with cash from internal sources. 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 and further enhances its distribution network of agents and brokers. Results of this business are reported in the Global Supplemental Benefits segment.

 

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 value. Approximately $168 million was allocated to intangible assets, primarily the VOBA asset that will be amortized in proportion to premium recognized over the life of the contracts, estimated at 30 years. Amortization will be higher in early years and decline as policies lapse. Goodwill has been allocated to the Global Supplemental Benefits segment. Substantially all of the goodwill is tax deductible and will be amortized over the next 15 years for federal income tax purposes.

 

The condensed balance sheet at the acquisition date was as follows:

 

(In millions)  
Investments$ 211
Cash and cash equivalents  36
Reinsurance recoverables  448
Goodwill  168
Value of business acquired (reported in Deferred policy acquisition costs in the Consolidated Balance Sheet)  144
Other assets, including other intangibles  35
Total assets acquired  1,042
   
   
Insurance liabilities  707
Accounts payable, accrued expenses and other liabilities   9
Total liabilities acquired  716
   
Net assets acquired$ 326

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

 

  • Acquisition of HealthSpring, Inc.

 

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 an aggregate cost of approximately $3.8 billion. HealthSpring provides Medicare Advantage coverage in 15 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 primarily with its existing cash resources.

 

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 estimates of their fair values. Goodwill is not deductible for federal income tax purposes and is allocated to the Government operating segment. 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   2,541
Intangible assets   795
Other    96
Total assets acquired   4,856
    
Insurance liabilities   505
Deferred income taxes   214
Debt   326
Total liabilities acquired   1,045
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 Consolidated Statement of Cash Flows for the nine months ended September 30, 2012.

 

The results of HealthSpring have been included in the Government operating segment 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, 2012. 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.

 

 

  Nine Months
  Ended
(In millions, except per share amounts) September 30, 2012
Total revenues$ 22,092
Shareholders' net income$ 1,227
Earnings per share:  
Basic$4.30
Diluted$4.23