Aetna Group Insurance

On November 1, 2017, The Hartford acquired Aetna's U.S. group life and disability business through a reinsurance transaction for total consideration of $1.452 billion, comprised of cash of $1.450 billion and share-based awards of $2. The acquisition enables the Company to increase its market share in the group life and disability industry.

Fair Value of Assets Acquired and Liabilities Assumed at the Acquisition Date



	As of November 1, 2017
Assets
Cash and invested assets	$	3,360
Premiums receivable	96
Deferred income taxes, net	56
Other intangible assets	629
Property and equipment	68
Other assets	16
Total Assets Acquired	4,225
Liabilities
Unpaid losses and loss adjustment expenses	2,833
Reserve for future policy benefits	346
Other policyholder funds and benefits payable	245
Unearned premiums	3
Other liabilities	69
Total Liabilities Assumed	3,496
Net identifiable assets acquired	729
Goodwill [1]	723
Net Assets Acquired	$	1,452


[1]	Approximately $623 is deductible for income tax purposes.

Intangible Assets Recorded in Connection with the Acquisition



Asset	Amount		Estimated Useful Life
Value of in-force contracts	$	23	1 year
Customer relationships	590		15 years
Marketing agreement with Aetna	16		15 years
Total	$	629

The value of in-force contracts represents the estimated profits relating to the unexpired contracts in force at the acquisition date through expiry of the contracts. The value of customer relationships was estimated using net cash flows expected to come from the renewals of in-force contracts acquired less costs to service the related policies. The value of the marketing agreement with Aetna was estimated using net cash flows expected to come from incremental new business written during the three-year duration of the agreement, less costs to service the related contracts. The value for each of the identifiable intangible assets was estimated using a discounted cash flow method. Significant inputs to the valuation models include estimates of expected premiums, persistency rates, investment returns, claim costs, expenses and discount rates based on a weighted average cost of capital.

Property and equipment represents an internally developed integrated absence management software acquired that was valued based on estimated replacement cost. The software will be amortized over five years on a straight-line basis.

Unpaid losses and loss adjustment expenses acquired were recorded at estimated fair value equal to the present value of expected future unpaid loss and loss adjustment expense payments discounted using the net investment yield estimated as of the acquisition date plus a risk margin. The fair value adjustment for the risk margin will be amortized over 12 years based on the payout pattern of losses and loss expenses as estimated as of the acquisition date.

Since the acquisition date of November 1, 2017, the revenues and earnings of the business acquired have been included in the Company's Consolidated Statements of Operations in the Group Benefits reporting segment and were $370 and $(37) respectively.

The $723 of goodwill recognized is largely attributable to the acquired employee workforce, expected expense synergies, economies of scale, and tax benefits not included within the value of identifiable intangibles. Goodwill is allocated to the Company's Group Benefits reporting segment.

The Company recognized $17 of acquisition related costs for the year ended December 31, 2017. These costs are included in insurance operating costs and other expenses in the Consolidated Statement of Operations.

The acquisition date fair values of certain assets and liabilities, including insurance reserves and intangible assets, as well as the related estimated useful lives of intangibles, are provisional and are subject to revision within one year of the acquisition date. Under the terms of the agreement, a final balance sheet will be agreed to in 2018 and our estimates of fair values are pending finalization.

The following table presents supplemental unaudited pro forma amounts of revenue and net income for the Company in 2016 and 2017 as though the business was acquired on January 1, 2016. Pro forma adjustments include the revenue and earnings of the Aetna U.S. group life and disability business for each period as well as amortization of identifiable intangible assets acquired and of the fair value adjustment to acquired insurance reserves. Pro forma adjustments do not include retrospective adjustments to defer and amortize acquisition costs as would be recorded under the Company’s accounting policy.

Pro Forma Results



	Revenue		Earnings
2017 Supplemental (unaudited) combined pro forma	$	18,899	$	(3,077	)
2016 Supplemental (unaudited) combined pro forma	$	18,348	$	953

Maxum

On July 29, 2016, the Company acquired 100% of the outstanding shares of Northern Homelands Company, the holding company of Maxum Specialty Insurance Group headquartered in Alpharetta, Georgia in a cash transaction for approximately $169. The acquisition adds excess and surplus lines capability to the Company's Small Commercial line of business. Maxum will maintain its brand and limited wholesale distribution model. Maxum's revenues and earnings since the acquisition date are included in the Company's Consolidated Statements of Operations and are not material to the Company's consolidated results of operations.

Fair Value of Assets Acquired and Liabilities Assumed at the Acquisition Date



	As of July 29, 2016
Assets
Cash and investments (including cash of $12)	$	274
Reinsurance recoverables	113
Intangible assets [1]	11
Other assets	79
Total assets acquired	477
Liabilities
Unpaid losses	235
Unearned premiums	77
Other liabilities	34
Total liabilities assumed	346
Net identifiable assets acquired	131
Goodwill [2]	38
Net assets acquired	$	169


[1]	Comprised of indefinite lived intangibles of $4 related to state insurance licenses acquired and other intangibles of $7 related to agency distribution relationships of Maxum which will amortize over 10 years.


[2]	Non-deductible for income tax purposes.

The goodwill recognized is attributable to expected growth from the opportunity to sell both existing products and excess and surplus lines coverage to a broader customer base and has been allocated to the Small Commercial reporting unit within the Commercial Lines reporting segment.

The Company recognized $1 of acquisition related costs for the year ended December 31, 2016. These costs are included in insurance operating costs and other expenses in the Consolidated Statement of Operations.

Lattice

On July 29, 2016, an indirect wholly-owned subsidiary of the Company acquired 100% of the membership interests outstanding of Lattice Strategies LLC, an investment management firm and provider of strategic beta exchange-traded products ("ETP") with approximately $200 of assets under management ("AUM") at the acquisition date.

Fair Value of the Consideration Transferred at the Acquisition Date



Cash	$	19
Contingent consideration	23
Total	$	42

Fair Value of Assets Acquired and Liabilities Assumed at the Acquisition Date



	As of July 29, 2016
Assets
Intangible assets [1]	$	11
Cash	1
Total assets acquired	12
Liabilities
Total liabilities assumed	1
Net identifiable assets acquired	11
Goodwill [2]	31
Net assets acquired	$	42


[1]	Comprised of indefinite lived intangibles of $10 related to customer relationships and $1 of other intangibles, which are amortizable over 5 to 8 years.


[2]	Deductible for federal income tax purposes.

Lattice's revenues and earnings since the acquisition date are included in the Company's Consolidated Statements of Operations in the Mutual Funds reporting segment and are not material to the Company's consolidated results of operations.

In addition to the initial cash consideration, the Company is required to make future payments to the former owners of Lattice of up to $60 based upon growth in ETP AUM over a four-year period beginning on the date of acquisition. The contingent consideration was measured at fair value at the acquisition date by projecting future ETP AUM and discounting expected payments back to the valuation date. The projected ETP AUM and risk-adjusted discount rate are significant unobservable inputs to fair value.

The goodwill recognized is attributable to the fact that the acquisition of Lattice enables the Company to offer ETPs which are expected to be a significant source of future revenue and earnings growth. Goodwill is allocated to the Mutual Funds reporting segment.