Note 12 —Debt

Short-term and long-term debt were as follows:

September 30,

December 31,

(In millions)

2014

2013

Short-term:

Commercial paper

$
100

$
100

Current maturities of long-term debt

21

41

Other

-

92

Total short-term debt

$
121

$
233

Long-term:

Uncollateralized debt:

2.75% Notes due 2016

$
600

$
600

5.375% Notes due 2017

250

250

6.35% Notes due 2018

131

131

8.5% Notes due 2019

251

251

4.375% Notes due 2020 (1)

250

249

5.125% Notes due 2020 (1)

300

299

6.37% Notes due 2021

78

78

4.5% Notes due 2021 (1)

298

299

4% Notes due 2022

745

744

7.65% Notes due 2023

100

100

8.3% Notes due 2023

17

17

7.875% Debentures due 2027

300

300

8.3% Step Down Notes due 2033

83

83

6.15% Notes due 2036

500

500

5.875% Notes due 2041

298

298

5.375% Notes due 2042

750

750

Other

73

65

Total long-term debt

$
5,024

$
5,014

	June 30,		December 31,
(In millions)	2015		2014
Short-term:
Commercial paper	$	100	$	100
Other, including capital leases	50		47
Total short-term debt	$	150	$	147
Long-term:
Uncollateralized debt:
$600 million, 2.75% Notes due 2016	$	-	$	600
$250 million, 5.375% Notes due 2017	250		250
$131 million, 6.35% Notes due 2018	131		131
$251 million, 8.5% Notes due 2019	-		251
$250 million, 4.375% Notes due 2020 (1)	254		254
$300 million, 5.125% Notes due 2020 (1)	303		303
$78 million, 6.37% Notes due 2021	78		78
$300 million, 4.5% Notes due 2021 (1)	303		303
$750 million, 4% Notes due 2022	745		745
$100 million, 7.65% Notes due 2023	100		100
$17 million, 8.3% Notes due 2023	17		17
$900 million, 3.25% Notes due 2025	899		-
$300 million, 7.875% Debentures due 2027	300		300
$83 million, 8.3% Step Down Notes due 2033	83		83
$500 million, 6.15% Notes due 2036	500		500
$300 million, 5.875% Notes due 2041	298		298
$750 million, 5.375% Notes due 2042	750		750
Other, including capital leases	35		42
Total long-term debt	$	5,046	$	5,005

(~~(1) In 2014, the~~1) The Company has entered into interest rate swap contracts hedging a portion of these fixed-rate debt instruments. See Note 9 for further information about the Company’s interest rate risk management and these derivative instruments.

On March 11, 2015, the Company issued $900 million of 10-Year Notes due April 15, 2025 at a stated interest rate of 3.25% ($899 million, net of discount, with an effective annual interest rate of 3.36%). Interest is payable on April 15 and October 15 of each year beginning October 15, 2015. The proceeds of this debt were used to repay debt maturing in 2016 and in 2019 as described below.

The Company may redeem the newly issued Notes, at any time, in whole or in part, at a redemption price equal to the greater of:

· 100% of the principal amount of the Notes to be redeemed; or

· the present value of the remaining principal and interest payments on the Notes being redeemed discounted at the applicable Treasury rate plus 17.5 basis points.

In April 2015, the Company redeemed its 2.75% Notes due 2016, including accrued interest from November 15, 2014 through the settlement date of April 13, 2015. The redemption price equaled the present value of the remaining principal and interest payments on the Notes being redeemed, discounted at a rate equal to the 10-year Treasury Rate plus a fixed spread of 30 basis points. The Company paid $626 million, including accrued interest and expenses, to settle the Notes, resulting in an after-tax loss on early debt extinguishment of $14 million that was recognized in the second quarter of 2015.

In April 2015, the Company redeemed its 8.50% Notes due 2019, including accrued interest from November 1, 2014 through the settlement date of April 13, 2015. The redemption price equaled the present value of the remaining principal and interest payments on the Notes being redeemed, discounted at a rate equal to the 10-year Treasury Rate plus a fixed spread of 50 basis points. The Company paid $329 million, including accrued interest and expenses, to settle the Notes, resulting in an after-tax loss on early debt extinguishment of $51 million that was recognized in the second quarter of 2015.

The Company has a five-year revolving credit and letter of credit agreement for $1.5 billion that permits up to $500 million to be used for letters of credit. This agreement extends through December ~~2017~~12, 2019 and is diversified among 16 banks, with three banks each having 12% of the commitment and the remainder spread among 13 banks. The credit agreement includes options ~~that are~~ subject to consent by the administrative agent and the committing banks to increase the commitment amount to $2 billion and to extend the term past December ~~2017.~~12, 2019. The credit agreement is available for general corporate purposes, including ~~as a commercial paper backstop and~~ for the issuance of letters of credit. ~~This~~The credit agreement ~~has certain~~contains customary covenants and restrictions, including a financial covenant ~~requiring~~that the Company may not permit its leverage ratio — which is total consolidated debt to ~~maintain a~~ total ~~debt-to-adjusted capital~~consolidated capitalization (each as defined in the credit agreement) — to be greater than 0.50. The leverage ratio ~~at or below 0.50~~calculation excludes net unrealized appreciation in fixed maturities and the portion of the post-retirement benefits liability adjustment attributable to ~~1.00. As~~pension as included in accumulated other comprehensive loss on the Company’s consolidated balance sheets.

In addition to the $5.2 billion of ~~September~~debt outstanding as of June 30, ~~2014,~~2015, the Company had ~~$6.5~~$7.1 billion of borrowing capacity within the maximum debt coverage covenant in the ~~agreement in addition to~~letter of credit agreement. This additional borrowing capacity includes the ~~$5.1~~$1.5 billion ~~of debt outstanding.~~available under the credit agreement. Letters of credit outstanding as of ~~September~~June 30, ~~2014~~2015 totaled ~~$23~~$19 million.

The Company was in compliance with its debt covenants as of ~~September~~June 30, ~~2014.~~

~~Table of Contents~~2015.

Note 13—Accumulated Other Comprehensive ~~Loss~~Income (Loss)

Accumulated other comprehensive ~~loss~~income (loss) excludes amounts required to adjust future policy benefits for the run-off settlement annuity business and a portion of deferred acquisition costs associated with the corporate owned life insurance business. As required by GAAP, the Company parenthetically identifies the income statement line item affected by reclassification adjustments in the table below. Changes in the components of accumulated other comprehensive ~~loss~~income (loss) were as follows:

Tax

(Expense)

After-

(In millions)

Pre-Tax

Benefit

Tax

Three Months Ended September 30, 2014

Net unrealized depreciation, securities:

Net unrealized depreciation on securities arising during the period

$
(85)

$
35

$
(50)

Reclassification adjustment for losses included in shareholders’ net income (realized investment gains (losses))

1

-

1

Net unrealized depreciation, securities

$
(84)

$
35

$
(49)

Net unrealized appreciation, derivatives

$
9

$
(3)

$
6

Net translation of foreign currencies

$
(128)

$
15

$
(113)

Postretirement benefits liability adjustment:

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

$
13

$
(4)

$
9

Net change due to valuation update

1

-

1

Net postretirement benefits liability adjustment

$
14

$
(4)

$
10

Three Months Ended September 30, 2013

Net unrealized depreciation, securities:

Net unrealized depreciation on securities arising during the period

$
(4)

$
-

$
(4)

Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)

(16)

6

(10)

Net unrealized depreciation, securities

$
(20)

$
6

$
(14)

Net unrealized depreciation, derivatives

$
(4)

$
2

$
(2)

Net translation of foreign currencies

$
68

$
(9)

$
59

Postretirement benefits liability adjustment:

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

$
19

$
(7)

$
12

Net postretirement benefits liability adjustment

$
19

$
(7)

$
12

Tax

(Expense)

After-

(In millions)

Pre-Tax

Benefit

Tax

Three Months Ended June 30,

2015

Net unrealized appreciation, securities, April 1,

$
1,083

$
(375)

$
708

Unrealized (depreciation) on securities arising during the period

(337)

112

(225)

Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)

(13)

4

(9)

Net unrealized (depreciation), securities arising during the period

(350)

116

(234)

Net unrealized appreciation, securities, June 30,

$
733

$
(259)

$
474

Net unrealized (depreciation), derivatives, April 1,

$
(2)

$
1

$
(1)

Unrealized (depreciation) on derivatives arising during the period

(3)

-

(3)

Reclassification adjustment for losses included in shareholders’ net income (other operating expenses)

12

(4)

8

Net unrealized appreciation on derivatives arising during the period

9

(4)

5

Net unrealized appreciation, derivatives, June 30,

$
7

$
(3)

$
4

Net translation of foreign currencies, April 1,

$
(180)

$
14

$
(166)

Net translation of foreign currencies arising during the period

15

3

18

Net translation of foreign currencies, June 30,

$
(165)

$
17

$
(148)

Postretirement benefits liability adjustment, April 1,

$
(2,270)

$
795

$
(1,475)

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

18

(7)

11

Net change due to valuation update

12

(3)

9

Net postretirement benefits liability adjustment arising during the period

30

(10)

20

Postretirement benefits liability adjustment, June 30,

$
(2,240)

$
785

$
(1,455)

2014

Net unrealized appreciation, securities, April 1,

$
864

$
(301)

$
563

Unrealized appreciation on securities arising during the period

157

(51)

106

Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)

(4)

1

(3)

Net unrealized appreciation, securities arising during the period

153

(50)

103

Net unrealized appreciation, securities, June 30,

$
1,017

$
(351)

$
666

Net unrealized (depreciation), derivatives, April 1,

$
(29)

$
10

$
(19)

Net unrealized appreciation on derivatives arising during the period

-

-

-

Net unrealized (depreciation), derivatives, June 30,

$
(29)

$
10

$
(19)

Net translation of foreign currencies, April 1,

$
78

$
(7)

$
71

Net translation of foreign currencies arising during the period

51

(5)

46

Net translation of foreign currencies, June 30,

$
129

$
(12)

$
117

Postretirement benefits liability adjustment, April 1,

$
(1,611)

$
563

$
(1,048)

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

15

(5)

10

Net change due to valuation update

2

(1)

1

Net postretirement benefits liability adjustment arising during the period

17

(6)

11

Postretirement benefits liability adjustment, June 30,

$
(1,594)

$
557

$
(1,037)

~~Table of Contents~~

Tax

(Expense)

After-

(In millions)

Pre-Tax

Benefit

Tax

Nine Months Ended September 30, 2014

Net unrealized appreciation, securities:

Net unrealized appreciation on securities arising during the period

$
228

$
(70)

$
158

Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)

(28)

10

(18)

Net unrealized appreciation, securities

$
200

$
(60)

$
140

Net unrealized appreciation, derivatives

$
9

$
(3)

$
6

Net translation of foreign currencies

$
(90)

$
12

$
(78)

Postretirement benefits liability adjustment:

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

$
41

$
(14)

$
27

Reclassification adjustment for settlement (other operating expenses)

6

(2)

4

Total reclassification adjustments to shareholders’ net income (other operating expenses)

47

(16)

31

Net change due to valuation update

3

(1)

2

Net postretirement benefits liability adjustment

$
50

$
(17)

$
33

Nine Months Ended September 30, 2013

Net unrealized depreciation, securities:

Net unrealized depreciation on securities arising during the period

$
(424)

$
142

$
(282)

Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)

(109)

38

(71)

Net unrealized depreciation, securities

$
(533)

$
180

$
(353)

Net unrealized appreciation, derivatives

$
10

$
(3)

$
7

Net translation of foreign currencies

$
(24)

$
9

$
(15)

Postretirement benefits liability adjustment:

Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)

$
53

$
(19)

$
34

Reclassification adjustment for curtailment (other operating expenses)

(19)

7

(12)

Total reclassification adjustments to shareholders’ net income (other operating expenses)

34

(12)

22

Net change due to valuation update and plan amendments

79

(28)

51

Net postretirement benefits liability adjustment

$
113

$
(40)

$
73

			Tax
			(Expense)		After-
(In millions)	Pre-Tax		Benefit		Tax
Six Months Ended June 30,
2015
Net unrealized appreciation, securities, January 1,	$	955	$	(335)	$	620
Unrealized (depreciation) on securities arising during the period	(189)		64		(125)
Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)	(33)		12		(21)
Net unrealized (depreciation), securities arising during the period	(222)		76		(146)
Net unrealized appreciation, securities, June 30,	$	733	$	(259)	$	474
Net unrealized (depreciation), derivatives, January 1,	$	(12)	$	4	$	(8)
Unrealized appreciation, derivatives arising during the period	7		(3)		4
Reclassification adjustment for losses included in shareholders’ net income (other operating expenses)	12		(4)		8
Net unrealized appreciation, derivatives arising during the period	19		(7)		12
Net unrealized appreciation, derivatives, June 30,	$	7	$	(3)	$	4
Net translation of foreign currencies, January 1,	$	(71)	$	9	$	(62)
Net translation of foreign currencies arising during the period	(94)		8		(86)
Net translation of foreign currencies June 30,	$	(165)	$	17	$	(148)
Postretirement benefits liability adjustment, January 1,	$	(2,286)	$	800	$	(1,486)
Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)	34		(12)		22
Net change due to valuation update	12		(3)		9
Net postretirement benefits liability adjustment arising during the period	46		(15)		31
Postretirement benefits liability adjustment, June 30,	$	(2,240)	$	785	$	(1,455)

2014
Net unrealized appreciation, securities, January 1,	$	733	$	(256)	$	477
Unrealized appreciation on securities arising during the period	313		(105)		208
Reclassification adjustment for (gains) included in shareholders’ net income (realized investment gains)	(29)		10		(19)
Net unrealized appreciation, securities arising during the period	284		$	(95)	$	189
Net unrealized appreciation, securities, June 30,	$	1,017	$	(351)	$	666
Net unrealized (depreciation), derivatives, January 1,	$	(29)	$	10	$	(19)
Net unrealized appreciation, derivatives arising during the period	-		-		-
Net unrealized appreciation, derivatives, June 30,	$	(29)	$	10	$	(19)
Net translation of foreign currencies, January 1,	$	91	$	(9)	$	82
Net translation of foreign currencies arising during the period	38		(3)		35
Net translation of foreign currencies June 30,	$	129	$	(12)	$	117
Postretirement benefits liability adjustment, January 1,	$	(1,630)	$	570	$	(1,060)
Reclassification adjustment for amortization of net losses from past experience and prior service costs (other operating expenses)	28		(10)		18
Reclassification adjustment for settlement (other operating expenses)	6		(2)		4
Total reclassification adjustments to shareholders’ net income (other operating expenses)	34		(12)		22
Net change due to valuation update	2		(1)		1
Net postretirement benefits liability adjustment arising during the period	36		(13)		23
Postretirement benefits liability adjustment, June 30,	$	(1,594)	$	557	$	(1,037)

Note 14 — Income Taxes

A. Income Tax Expense

The consolidated effective tax ~~rate~~rates of ~~36.5%~~37.7% for the ~~nine~~six months ended ~~September~~June 30, 2015 and 37.2% for the six months ended June 30, 2014 ~~has increased from historical levels because~~reflect the health insurance industry tax ~~accrued beginning in 2014~~that is not ~~tax deductible. In the third quarter of 2013,~~deductible for federal income tax ~~expense was reduced by $32 million~~purposes.

As part of its global capital management strategy, the Company’s foreign operations retain most of their earnings overseas. These undistributed earnings are deployed outside of the U.S. in support of the liquidity and capital needs of our foreign operations. The Company does not intend to repatriate these earnings to the U.S. and as a result, of the completion of an Internal Revenue Service (“IRS”) examination of the Company’s 2009 and 2010 consolidated federal income tax returns, and tax benefits related to the Company’s foreign operations. These items contributed to the favorable effective tax rate of 31.8% for the nine months ended September 30, 2013.

~~The Company’s capital management strategy involves indefinite reinvestment of the undistributed earnings of certain foreign operations, which results in~~ income taxes ~~being~~are provided ~~on the earnings of these operations~~ using the respective foreign jurisdictions’ tax rate. The Company ~~recognized tax benefits from this strategy of $69 million for the nine months ended September 30, 2014 and $28 million for the nine months ended September 30, 2013. The Company~~ has accumulated ~~indefinitely reinvested~~undistributed foreign earnings of ~~$1.3~~$2.0 billion ~~and cumulative unrecognized~~as of June 30, 2015. If the Company intended to repatriate these foreign earnings to the U.S., the Company’s consolidated balance sheet would have included additional deferred tax liabilities of ~~$235~~approximately $250 million ~~through September~~as of June 30, ~~2014. The Company continues to evaluate the indefinite reinvestment of earnings for additional foreign jurisdictions.~~

~~Table of Contents~~2015.

B. Unrecognized Tax Benefits

Changes in unrecognized tax benefits were immaterial for the ~~nine~~six months ended ~~September~~June 30, ~~2014.~~2015.

C. Other Tax Matters

~~In 2013, the IRS completed its examination of the Company’s 2009 and 2010 tax years resulting in two issues that could not be resolved at the examination level.~~ The Company subsequently filed a formal protest challenging the IRS positions on the two disputed matters. The IRS previously withdrew its challenge relating to the first of these matters, and the parties have since agreed on a resolution of the second matter. The resolution of these matters did not materially impact shareholders’ net income.

~~The IRS began its~~Internal Revenue Service’s (“IRS”) examination of the Company’s 2011 and 2012 tax years began in the third quarter of 2014 and ~~is expected to~~will continue through 2015.

Note 15 — Segment Information

Effective with the first quarter of 2014, the Company has combined the results of its run-off reinsurance business with other immaterial operating segments in Other Operations. Prior year segment information has been conformed to the current presentation.

The financial results of the Company’s businesses are reported in the following segments:

Global Health Care aggregates the Commercial and Government operating segments due to their similar economic characteristics, products and services and regulatory environment:

· The Commercial operating segment encompasses both the U.S. commercial and certain international health care businesses serving employers and their employees, other groups, and individuals. Products and services include medical, dental, behavioral health, vision, and prescription drug benefit plans, health advocacy programs and other products and services to insured and self-insured customers.

· The Government operating segment offers Medicare Advantage and Medicare Part D plans to seniors and Medicaid plans.

Global Supplemental Benefits includes supplemental health, life and accident insurance products offered in selected international markets and in the U.S.

Group Disability and Life provides group long-term and short-term disability, group life, accident and specialty insurance products and related services.

~~The Company also reports results in two other categories.~~

Other Operations consist of:

· corporate-owned life insurance (“COLI”);

· run-off reinsurance business that is predominantly comprised of GMDB and GMIB ~~business~~businesses effectively exited through reinsurance with Berkshire in 2013;

· deferred gains recognized from the 1998 sale of the individual life insurance and annuity business and the 2004 sale of the retirement benefits business; and

· run-off settlement annuity business.

Corporate reflects amounts not allocated to ~~other~~operating segments, such as net interest expense (defined as interest on corporate debt less net investment income on investments not supporting segment operations), interest on uncertain tax positions, certain litigation matters, intersegment eliminations, compensation cost for stock options, expense associated with ~~its~~ frozen pension plans and certain corporate project and overhead costs.

~~The~~Beginning on January 1, 2015, the Company measures the financial results of its segments using ~~“segment earnings (loss)”~~“adjusted income from operations”, defined as shareholders’ net income (loss) excluding after-tax realized investment gains and ~~losses.~~losses, amortization of other acquired intangible assets and special items, if any, that neither relate to the ordinary course of our business nor reflect our underlying business performance. The Company previously reported “segment earnings” as its measure of segment profitability, defined as shareholders’ net income excluding realized investment results. Prior period segment information has been restated to reflect this new performance metric. The Company changed to adjusted income (loss) from operations as its principal measure of segment performance because we believe it better presents the underlying results of operations of our businesses and permits analysis of trends in underlying revenue, expenses and profitability. Amortization of other intangible assets relates to our acquisition activities, such as HealthSpring, and includes amortization of internal-use software acquired through acquisitions. The amortization associated with these transactions is excluded from adjusted income from operations because it does not relate to the core performance of our business operations. We exclude special items from adjusted income from operations because management does not believe they are representative of our underlying results of operations.

~~Table~~For the three months and six months ended June 30, 2015, the Company reported a special item charge consisting of ~~Contents~~a $100 million pre-tax loss ($65 million after-tax) on the early extinguishment of debt resulting from the Company’s redemption of its 2.75% Notes due 2016 and 8.5% Notes due 2019. See Note 12 to the Consolidated Financial Statements for additional information. There were no special items for the three months and the six months ended June 30, 2014.

Summarized segment financial information was as follows:

	Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
	September 30,				September 30,					June 30,
(In millions)	2014		2013		2014		2013			2015		2014		2015		2014
Premiums and fees, Mail order pharmacy revenues and Other revenues
Premiums, Fees and other revenues and Mail order pharmacy revenues
Global Health Care	$	6,757	$	6,230	$	20,029	$	18,698		$	7,416	$	6,726	$	14,787	$	13,272
Global Supplemental Benefits	747		638		2,166		1,872				756		729		1,499		1,419
Group Disability and Life	910		848		2,716		2,553				978		891		1,954		1,806
Other Operations	35		29		95		52				30		30		62		60
Corporate	(7)		(3)		(13)		(11)				(6)		(2)		(10)		(6)
Total	$	8,442	$	7,742	$	24,993	$	23,164		$	9,174	$	8,374	$	18,292	$	16,551
Segment earnings
Shareholders’ net income
Adjusted income from operations:
Global Health Care	$	434	$	424	$	1,275	$	1,230		$	528	$	428	$	972	$	895
Global Supplemental Benefits	83		39		197		143				77		64		146		121
Group Disability and Life	55		92		232		194				106		110		157		177
Other Operations	19		35		49		(412)				18		13		38		30
Segment results											729		615		1,313		1,223
Corporate	(72)		(54)		(203)		(167)				(65)		(56)		(136)		(131)
Segment earnings	519		536		1,550		988
Realized investment gains, net of taxes	15		17		85		127				13		43		61		70
Amortization of other acquired intangible assets, net of taxes											(24)		(29)		(52)		(61)
Special Item, net of taxes (see Note 12 to the Consolidated Financial Statements)									Special Item, net of taxes (see Note 12 to the Consolidated Financial Statements)		(65)		-		(65)		-
Shareholders’ net income	$	534	$	553	$	1,635	$	1,115		$	588	$	573	$	1,121	$	1,101

The Company had net receivables from the Centers for Medicare and Medicaid Services (“CMS”) of $1.6 billion as of June 30, 2015 and $0.8 billion as of December 31, 2014. These amounts were included in the Consolidated Balance Sheet in premiums, accounts and notes receivable and reinsurance recoverables. Premiums from CMS were 22% of consolidated revenues for the six months ended June 30, 2015 and 2014.

Note 16 — Contingencies and Other Matters

The Company, through its subsidiaries, is contingently liable for various guarantees provided in the ordinary course of business.

A. Financial Guarantees: Retiree and Life Insurance Benefits

Separate account assets are contractholder funds maintained in accounts with specific investment objectives. The Company records separate account liabilities equal to separate account assets. In certain cases, the Company guarantees a minimum level of benefits for retirement and insurance contracts written in separate accounts. The Company establishes an additional liability if management believes that the Company will be required to make a payment under these guarantees.

The Company guarantees that separate account assets will be sufficient to pay certain life insurance or retiree benefits. The sponsoring employers are primarily responsible for ensuring that assets are sufficient to pay these benefits and are required to maintain assets that exceed a certain percentage of benefit obligations. This percentage varies depending on the asset class within a sponsoring employer’s portfolio (for example, a bond fund would require a lower percentage than a riskier equity fund) and thus will vary as the composition of the portfolio changes. If employers do not maintain the required levels of separate account assets, the Company or an affiliate of the buyer of the retirement benefits business ~~(see Note 7 to the Financial Statements contained in the Company’s 2013 Form 10-K)~~(Prudential Retirement Insurance and Annuity Company) has the right to redirect the management of the related assets to provide for benefit payments. As of ~~September~~June 30, ~~2014,~~2015, employers maintained assets that exceeded the benefit obligations. Benefit obligations under these arrangements were ~~$498~~$496 million as of ~~September~~June 30, ~~2014~~2015 and approximately ~~13%~~14% of these are reinsured by an affiliate of the buyer of the retirement benefits business. The remaining guarantees are provided by the Company with minimal reinsurance from third parties. There were no additional liabilities required for these guarantees as of ~~September~~June 30, ~~2014.~~2015. Separate account assets supporting these guarantees are classified in Levels 1 and 2 of the GAAP fair value hierarchy. See Note 7 for further information on the fair value hierarchy.

The Company does not expect that these financial guarantees will have a material effect on the Company’s consolidated results of operations, liquidity or financial condition.

B. ~~Guaranteed Minimum Income Benefit~~GMIB Contracts

~~The Company has retrocessional coverage in place that covers the exposures on these contracts. See Notes 5, 7 and 9 for further information on GMIB contracts.~~

Under these guarantees, the future payment amounts are dependent on ~~equity and bond~~underlying mutual fund ~~market~~investment values and interest rate levels prior to and at the date of annuitization election that must occur within 30 days of a policy anniversary after the appropriate waiting period. Therefore, the future payments are not fixed and determinable under the terms of these contracts. Accordingly, the ~~Company’s~~

37Company calculated exposure,

~~Table of Contents~~

~~maximum potential undiscounted future payment of~~ ~~$760 million,~~ without considering any ~~retrocessional~~reinsurance coverage, ~~was determined~~ using the following hypothetical assumptions:

· no annuitants surrendered their accounts;

· all annuitants lived to elect their benefit;

· all annuitants elected to receive their benefit on the next available date ~~(2014~~(2015 through ~~2019)~~2020); and

· all underlying mutual fund investment values remained at the ~~September~~June 30, ~~2014~~2015 value of ~~$1.1~~$1.0 billion with no future returns.

The Company ~~bears~~has reinsurance coverage in place that covers the ~~risk of loss if its~~exposures on these contracts. Using these hypothetical assumptions, GMIB ~~retrocessionaires do not meet or are unable to meet their reinsurance obligations to~~exposure is $740 million, which is lower than the ~~Company.~~recorded liability for GMIB calculated using fair value assumptions. See Notes 5, 7 and 9 for further information on GMIB contracts.

C. Certain Other Guarantees

The Company had indemnification obligations to lenders of up to ~~$270~~$204 million as of ~~September~~June 30, ~~2014,~~2015, related to borrowings by certain real estate joint ventures that the Company either records as an investment or consolidates. These borrowings, that are nonrecourse to the Company, are secured by the joint ventures’ real estate properties with fair values in excess of the loan amounts and mature at various dates beginning in ~~2015~~2016 through ~~2042.~~2021. The Company’s indemnification obligations would require payment to lenders for any actual damages resulting from certain acts such as unauthorized ownership transfers, misappropriation of rental payments by others or environmental damages. Based on initial and ongoing reviews of property management and operations, the Company does not expect that payments will be required under these indemnification obligations. Any payments that might be required could be recovered through a refinancing or sale of the assets. In some cases, the Company also has recourse to partners for their proportionate share of amounts paid. There were no liabilities required for these indemnification obligations as of ~~September~~June 30, ~~2014.~~2015.

As of ~~September~~June 30, ~~2014,~~2015, the Company guaranteed that it would compensate the lessors for a shortfall of up to $41 million in the market value of certain leased equipment at the end of the leases. Guarantees of $16 million expire in 2016 and $25 million expire in ~~2025.~~2022. The Company had liabilities for these guarantees of $7$10 million as of ~~September~~June 30, ~~2014.~~2015.

The Company had indemnification obligations as of ~~September~~June 30, ~~2014~~2015 in connection with acquisition, disposition and reinsurance transactions. These indemnification obligations are triggered by the breach of representations or covenants provided by the Company, such as representations for the presentation of financial statements, actuarial models, the filing of tax returns, compliance with law or the identification of outstanding litigation. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation.�� In some cases, the maximum potential amount due is subject to contractual limitations based on a percentage of the transaction purchase price, while in other cases limitations are not specified or applicable. The Company does not believe that it is possible to determine the maximum potential amount due under these obligations, because not all amounts due under these indemnification obligations are subject to limitation. There were no liabilities for these indemnification obligations as of ~~September~~June 30, ~~2014.~~2015.

The Company does not expect that these guarantees will have a material adverse effect on the Company’s consolidated results of operations, financial condition or liquidity.

D. Guaranty Fund Assessments

The Company operates in a regulatory environment that may require ~~the Company to participate~~its participation in assessments under state insurance guaranty association laws. The Company’s exposure to assessments for certain obligations of insolvent insurance companies to policyholders and claimants is based on its share of business written in the relevant jurisdictions. For the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013,~~2014, charges related to guaranty fund assessments were immaterial to the Company’s results of operations.

The Company is aware of an insurer that is in rehabilitation. In 2012, the state court denied the regulator’s amended petitions for liquidation and set forth specific requirements and a deadline for the regulator to develop a plan of rehabilitation without liquidating the insurer. The regulator has appealed the court’s decision. If the actions taken in the rehabilitation plan fail to improve this insurer’s financial condition, or if the state court’s ruling is overturned on appeal, this insurer may be forced into insolvency. In that event, the Company would be required to pay guaranty fund assessments related to this insurer. Due to the uncertainties surrounding this matter, the Company is unable to estimate the amount of any potential guaranty fund assessments. The Company is monitoring this situation.

~~Table of Contents~~

E. Legal and Regulatory Matters

The Company is routinely involved in numerous claims, lawsuits, regulatory audits, investigations and other legal matters arising, for the most part, in the ordinary course of managing a health services business. These actions may include benefit disputes, breach of contract claims, tort claims, provider disputes, disputes regarding reinsurance arrangements, employment and employment discrimination-related suits, employee benefit claims, wage and hour claims, privacy, intellectual property claims and real estate related disputes. There are currently, and may be in the future, attempts to bring class action lawsuits against the industry. The Company also is regularly engaged in IRS audits and may be subject to examinations by various state and foreign taxing authorities. Disputed income tax matters arising from these examinations, including those resulting in litigation, are accounted for under the FASB’s guidance for uncertain tax positions. Further information on income tax matters can be found in Note 14.

The business of administering and insuring health services programs, particularly health care and group insurance programs, is heavily regulated by federal and state laws and administrative agencies, such as state departments of insurance and the U.S. Departments of Health and Human Services, Treasury, Labor and Justice, as well as the courts. Health care regulation and legislation in its various forms, including the implementation of Health Care Reform, other regulatory reform initiatives, such as those relating to Medicare programs, or additional changes in existing laws or regulations or their interpretations, could have a material adverse effect on the Company’s business, results of operations and financial condition.

In addition, there is heightened review by federal and state regulators of the health care, disability and life insurance industry business and related reporting practices. Cigna is frequently the subject of regulatory market conduct reviews and other examinations of its business and reporting practices, audits and investigations by state insurance and health and welfare departments, state attorneys general, the Centers for Medicare and Medicaid Services (“CMS”) and the Office of Inspector General (“OIG”). With respect to Cigna’s Medicare Advantage business, the CMS and OIG perform audits to determine a health plan’s compliance with federal regulations and contractual obligations, including compliance with proper coding practices (sometimes referred to as Risk Adjustment Data Validation audits or RADV audits), that may result in retrospective adjustments to payments made to health plans. Regulatory actions can result in assessments, civil or criminal fines or penalties or other sanctions, including loss of licensing or exclusion from ~~participation~~participating in government programs.

As a global company, Cigna is also subject to the laws, regulations and rules of the foreign jurisdictions in which it conducts business. Foreign laws and rules, and regulatory audit and investigation practices, may differ from or be more stringent than, similar requirements in the U.S.

Regulation, legislation and judicial decisions have resulted in changes to industry and the Company’s business practices, financial liability or other sanctions and will continue to do so in the future.

When the Company (in the course of its regular review of pending litigation and legal or regulatory matters) has determined that a material loss is reasonably possible, the matter is disclosed. In accordance with GAAP, when litigation and regulatory matters present loss contingencies that are both probable and estimable, the Company accrues the estimated loss by a charge to net income. The amount accrued represents the Company’s best estimate of the probable loss at the time. If only a range of estimated losses can be determined, the Company accrues an amount within the range that, in the Company’s judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the Company accrues the minimum amount of the range. In cases when the Company has accrued an estimated loss, the accrued amount may differ materially from the ultimate amount of the loss. In many proceedings, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount or range of any loss. The Company provides disclosure in the aggregate for material pending litigation and legal or regulatory matters, including accruals, range of loss, or a statement that such information cannot be estimated. As a litigation or regulatory matter develops, the Company monitors the matter for further developments that could affect the amount previously accrued, if any, and updates such amount accrued or disclosures previously provided as appropriate.

The outcome of litigation and other legal or regulatory matters is always uncertain, and unfavorable outcomes that are not justified by the evidence or existing law can occur. The Company believes that it has valid defenses to the matters pending against it and is defending itself vigorously. Except as otherwise noted, the Company believes that the legal actions, regulatory matters, proceedings and investigations currently pending against it should not have a material adverse effect on the Company’s results of ~~operation,~~operations, financial condition or liquidity based upon current knowledge and taking into consideration current accruals. The Company had pre-tax reserves as of ~~September~~June 30, ~~2014~~2015 of $189 million ($123 million after-tax) for the litigation matters discussed below. Due to numerous uncertain factors presented in these cases, it is not possible to estimate an aggregate range of loss (if any) for these matters at this time. In light of the uncertainties involved in these matters, there is no assurance that their ultimate resolution will not exceed the amounts currently accrued by the Company. An adverse outcome in one or more of these matters could be material to the Company’s results of operations, financial condition or liquidity for any particular period.

~~Table of Contents~~

Litigation Matters

Amara cash balance pension plan litigation. OnIn December, ~~18,~~ 2001, Janice Amara filed a class action lawsuit in the U.S. District Court for the District of Connecticut against Cigna Corporation and the Cigna Pension Plan (the “Plan”) on behalf of herself and other similarly situated participants in the Plan affected by the 1998 conversion to a cash balance formula. The plaintiffs allege various ~~ERISA~~ violations of the Employee Retirement Income Security Act of 1974 (“ERISA”), including, that the Plan’s cash balance formula discriminates against older employees; that the conversion resulted in a wear-away period (when the pre-conversion accrued benefit exceeded the post-conversion benefit); and that the Plan communications contained inaccurate or inadequate disclosures about these conditions.

In 2008, the District Court ~~found in favor of the plaintiffs on the disclosure claim only, but~~(1) affirmed the Company’s right to convert to a cash balance plan prospectively beginning in ~~1998. The District Court ordered payment of enhanced benefits, requiring that class members receive~~1998; (2) found for plaintiffs on the disclosure claim only; and (3) required the Company to pay pre-1998 benefits under the pre-conversion traditional annuity formula and post-1997 benefits under the post-conversion cash balance formula. The Second Circuit upheld this decision. In ~~May~~ 2011, the Supreme Court reversed the lower court decisions in this matter and returned the case to the District ~~Court. In December 2012, the District~~ Court, which ordered the Company to pay substantially the same benefits as had been ordered in 2008 and denied the Company’s motion to decertify the class. ~~Both~~The parties ~~appealed. On appeal,~~again appealed, with the plaintiffs ~~challenged~~challenging the District Court’s denial of their request to return to the prior annuity benefit plan formula, and Cigna and the Plan ~~appealed~~appealing the District Court’s order and ~~class certification ruling. The~~the denial of a motion to decertify the class. In December 2014, the Second Circuit ~~heard oral arguments~~upheld the District Court ruling. In January 2015, the plaintiffs filed a petition for re-hearing with the Second Circuit that was subsequently denied in ~~February 2014, and a decision by that court could be issued at any time.~~March 2015. Neither the Company nor the plaintiffs have chosen to appeal further. The Company ~~will continue~~has submitted to ~~vigorously defend~~the District Court its ~~position in~~proposed method for calculating the additional pension benefits due to class members, and plaintiffs are expected to respond by August 3, 2015. Timing of completion of this ~~case.~~phase remains uncertain.

Ingenix. In April 2004, the Company was ~~named as a defendant~~sued in a number of putative nationwide class actions alleging that the Company improperly underpaid claims for out-of-network providers through the use of data provided by Ingenix, Inc., a subsidiary of one of the Company’s competitors. These actions were consolidated into Franco v. Connecticut General Life Insurance Company, et al., pending in the U.S. District Court for the District of New Jersey. The consolidated amended complaint, filed in 2009 on ~~August 7, 2009,~~behalf of subscribers, health care providers and various medical associations, asserted claims related to benefits and disclosure under ERISA, the Racketeer Influenced

and Corrupt Organizations (“RICO”) Act, the Sherman Antitrust Act and New Jersey state law ~~on behalf of subscribers, health care providers and various medical associations~~ and seeks recovery for alleged underpayments from 1998 through the present. Other major health insurers have been the subject of, or have settled, similar litigation.

In September 2011, the District Court (1) dismissed all claims by the health care provider and medical association plaintiffs for lack of ~~standing. In addition, the District Court~~standing; and (2) dismissed the antitrust claims, the New Jersey state law claims and the ERISA disclosure ~~claim under ERISA.~~claim. In January 2013 and again in April 2014, the District Court denied separate motions by the plaintiffs to certify a nationwide class of subscriber plaintiffs. The ~~U.S. Court of Appeals for the~~ Third Circuit denied plaintiff’s request for an immediate appeal of the January 2013 ruling. As a result, the case is proceeding on behalf of the named plaintiffs only. OnIn June ~~24,~~ 2014, the District Court granted the Company’s motion for summary judgment ~~terminating~~to terminate all claims, and denied the plaintiffs’ partial motion for summary judgment. OnIn July ~~24,~~ 2014, the plaintiffs ~~filed a notice of appeal~~appealed all of the District Court’s decisions in favor of the Company, including the class certification decision, to the Third Circuit. The Company will continue to vigorously defend its ~~position in this case.~~position.

Regulatory Matters

Disability claims regulatory matter. During the second quarter of 2013, the Company finalized an agreement with the Departments of Insurance for Maine, Massachusetts, Pennsylvania, Connecticut and California (together, the “monitoring states”) related to ~~an examination of~~ the Company’s long-term disability claims handling practices. Most other jurisdictions have joined the agreement as participating, non-monitoring states. The agreement requires, among other things: (1) enhanced ~~claims handling~~ procedures related to documentation and disposition; (2) ~~monitoring the Company’s implementation of these procedures during~~ a two-year ~~period following the execution date of the agreement;~~monitoring period; and (3) a reassessment of claims denied or closed during a two-year prior period, except California ~~for~~ which ~~the~~has a three-year reassessment ~~period is three years.~~

~~In connection with the terms of the agreement,~~period. As previously disclosed, the Company recorded a charge of $77 million before-tax ($51 million after-tax) in the first quarter of ~~2013. The charge was comprised of two elements: (1) $48 million of benefit costs and reserves from reassessed claims expected~~2013 related to ~~be reopened, and (2) $29 million in additional costs for open claims as a result of the claims handling changes being implemented.~~this matter. The Company is actively ~~implementing~~addressing the ~~terms~~requirements of the ~~agreement and continues to communicate with the monitoring states on progress.~~agreement. If the monitoring states find material non-compliance with the agreement upon re-examination, the Company may be subject to additional costs and penalties. ~~Most other jurisdictions have joined the agreement as participating, non-monitoring states.~~

Note 17 — Subsequent Event

Proposed Merger

~~Table~~On July 23, 2015, the Company entered into an Agreement and Plan of ~~Contents~~Merger (the “ Agreement”) among the Company, Anthem, Inc. (“Anthem”) and Anthem Merger Sub Corp. (“Merger Sub”), a direct wholly owned subsidiary of Anthem. The Agreement provides (a) for the merger of the Company and Merger Sub, with the Company continuing as the surviving corporation and (b) if certain tax opinions relating to the qualification of the transaction under Section 368(a) of the Internal Revenue Code of 1986, as amended, are delivered, immediately following the consummation of the initial merger, for the surviving corporation to be merged with and into Anthem, with Anthem as the surviving corporation (collectively, the “Merger”). Subject to the terms, conditions and carve outs contained in the Agreement, each share of Cigna common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive (a) $103.40 in cash, without interest, and (b) 0.5152 of a share of Anthem common stock.

Consummation of the Merger is subject to certain customary conditions, including approval by both Cigna and Anthem shareholders, the receipt of certain necessary governmental and regulatory approvals, and the absence of a legal restraint prohibiting the consummation of the Merger. Consummation of the Merger is not subject to a financing condition.

The Agreement further provides that, upon termination under certain circumstances, including one party entering into a binding agreement for a superior proposal or due to a change in the board of director’s recommendation, such party may be required to pay to the other party a termination fee of $1.85 billion. In the event that the Agreement is terminated by either Anthem or Cigna if (a) a regulatory restraint preventing the Merger has become final or non-appealable or (b) the Merger has not been consummated on or prior to January 31, 2017 (subject to extension to April 30, 2017 under certain circumstances) and at the time of such termination, the conditions to Anthem’s obligation to consummate the Merger have been satisfied other than those that relate to a regulatory restraint or a regulatory approval, Cigna will be entitled to receive from Anthem a reverse termination fee of $1.85 billion. If the Merger Agreement is terminated because the shareholders of either company fail to approve the transaction, that company must pay $600 million to the other party.

The transaction is expected to close in the latter half of 2016.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

INDEX

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition as of ~~September~~June 30, ~~2014~~2015 compared with December 31, ~~2013~~2014 and our results of operations for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with the same periods last year. We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014 (“~~2013~~2014 Form 10-K”), including in particular the “Risk Factors” contained in Part I, Item 1A of that form.

Unless otherwise indicated, financial information in the MD&A is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Note 2 to the Consolidated Financial Statements in the ~~2013~~2014 Form 10-K for additional information regarding our significant accounting policies. The preparation of interim consolidated financial statements necessarily relies heavily on estimates. This and certain other factors, such as the seasonal nature of portions of the health care and related benefits business, as well as competitive and other market conditions, call for caution in estimating full year results based on interim results of operations. In some of our financial tables in this MD&A, we present percentage changes or ~~“n/m”~~“N/M” when those changes are so large as to become not ~~meaningful.~~meaningful, and changes in percentages are expressed in basis points (“bps”).

~~We measure the financial results of our segments using “segment earnings (loss)”, defined as shareholders’ net income (loss) before after-tax realized investment results.~~ In this MD&A, we ~~also~~ present ~~information using adjusted income from operations~~financial results on both a consolidated and segment ~~basis. Adjusted~~basis using “adjusted income ~~(loss)~~from operations”. Beginning on January 1, 2015, adjusted income from operations is ~~another~~newly defined as shareholders’ net income excluding after-tax realized investment results, amortization of other acquired intangible assets and special items. Prior period information has been restated to reflect this new performance metric. Adjusted income from operations is used as a measure of ~~profitability used~~performance by our management because it presents the underlying results of operations of our businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. Adjusted income (loss) from operations is defined as segment earnings (loss) excluding special items (described in the table on page 46 of this Form 10-Q) and the results of the GMIB business.profitability. This consolidated measure is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP ~~measures, which are~~measure, shareholders’ net income. Amortization of other intangible assets relates to our acquisition activities, such as HealthSpring, and includes amortization of internal-use software acquired through acquisitions. The amortization associated with these transactions is excluded from adjusted income ~~on a consolidated basis and segment earnings (loss) on a segment basis.~~from operations because it does not relate to the core performance of our business operations. We exclude special items from adjusted income from operations because management does not believe they are representative of our underlying results of operations. ~~We also exclude~~For the ~~results~~three months and six months ended June 30, 2015, we reported a special item charge consisting of a $100 million pre-tax loss ($65 million after-tax) on the ~~GMIB business because, prior~~early extinguishment of debt. See Note 12 to ~~February 4, 2013,~~ the ~~changes in~~Consolidated Financial Statements for additional details. There were no special items for the ~~fair value of GMIB assets~~three months and ~~liabilities were volatile and unpredictable.~~six months ended June 30, 2014.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Cigna’s current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning our business strategy, ~~and~~ strategic or operational initiatives, including our ability to deliver ~~improved health services outcomes~~personalized and ~~productivity~~innovative solutions for ~~our~~ customers and ~~clients while lowering the costs of health care;~~clients; future growth and expansion; future financial or operating performance; economic, regulatory or competitive environments; and our projected cash position, future pension funding and financing or capital deployment plans. You may identify forward-looking statements by the use of words such as “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” ~~“predict,~~

“predict,” “potential,” “may,” “should,” “will” or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.

~~Table of Contents~~

Forward-looking statements are subject to risks and uncertainties, both known and unknown, ~~risks and uncertainties~~ that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such strategic ~~transactions and/or acquisitions;~~transactions; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations and actions and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; and unfavorable industry, economic or political conditions, the timing and likelihood of completion of the proposed merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed merger that could reduce anticipated benefits or cause the parties to abandon the transaction; the possibility that Cigna or Anthem shareholders may not approve the proposed merger; the possibility that the expected synergies and value creation from the proposed merger will not be realized or will not be realized within the expected time period; the risk that the businesses of Cigna and Anthem will not be integrated successfully; disruption from the proposed merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; the possibility that the proposed merger does not close, including due to the failure to satisfy the closing conditions; the risk that financing for the proposed merger may not be available on favorable terms, as well as more specific risks and uncertainties discussed in ~~this MD&A, the “Risk Factors” contained in~~ Part I, Item 1A of our ~~2013~~2014 Form 10-K and as described from time to time in our future reports filed with the Securities and Exchange ~~Commission.~~Commission (SEC) as well as the risks and uncertainties described in Anthem’s most recent report on Form 10-K and subsequent reports filed with the SEC. You should not place undue reliance on forward-looking statements, ~~that~~which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Cigna undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

OVERVIEW

~~We are~~Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as “Cigna,” the “Company,” “we,” “our” or “us”) is a global health services organization ~~with~~dedicated to a mission ~~to help our customers~~ of helping individuals improve their health, well-being and sense of ~~security. Our insurance subsidiaries are major providers~~security. To execute on our mission, Cigna’s strategy is to “Go Deep,” “Go Global” and “Go Individual” with a differentiated set of medical, dental, disability, life and accident insurance and related products and services offered by our subsidiaries.

On July 23, 2015, we entered into a definitive agreement with Anthem, Inc. (“Anthem”) whereby, subject to certain terms and conditions, we will merge with Anthem, with Anthem continuing as the ~~majority~~surviving company. Upon closing, our shareholders will receive $103.40 in cash and 0.5152 of ~~which are offered through employers~~a share of Anthem common stock for each common share of the Company. Consummation of the merger is subject to certain customary conditions, including approval by both Cigna and ~~other groups (e.g.,~~Anthem shareholders, the receipt of certain necessary governmental and non-governmental organizations, unions and associations). We also offer Medicare and Medicaid products and health, life and accident insurance coverage primarily to individuals in selected international marketsregulatory approvals, and the ~~United States. In addition~~absence of a legal restraint prohibiting the consummation of the merger. See Note 17 to ~~these businesses, we also have certain run-off operations.~~the Consolidated Financial Statements for additional details.

For further information on our business and strategy, please see Item 1, “Business” in our ~~2013~~2014 Form 10-K.

Our Segments

As explained in Note 15 to the Consolidated Financial Statements, effective with the first quarter of 2014, we began combining the results of our run-off reinsurance business with other immaterial operating segments in Other Operations for segment reporting purposes. Prior year segment information has been conformed to the current year presentation.

We present the financial results of our businesses in the following three ~~reportable~~reporting segments:

Segment		% of Revenues	Description
Global Health Care		~~78%~~79%	Aggregates the Commercial and Government operating segments: Commercial · Encompasses both our U.S. commercial and certain international health care businesses. · Serves employers and their employees, including globally mobile individuals, and other groups (e.g., governmental and non-governmental organizations, unions and associations). In addition, our U.S. commercial health care business also serves individuals. · Offers insured and self-insured medical, dental, behavioral health, vision, and prescription drug benefit plans, health advocacy programs and other products and services that may be integrated as part of a comprehensive global health care benefit program. Government · Offers Medicare Advantage, Medicare Part D and Medicaid plans.

Global Supplemental Benefits	9%	8%	~~This segment offers~~Offers supplemental health, life and accident insurance products in selected international markets and the U.S.

Group Disability and Life		11%	~~This segment offers~~Offers group long-term and short-term disability, group life, accident and specialty insurance products and related services.

~~Table of Contents~~

We present the remainder of our segment results in Other Operations, consisting of the corporate-owned life insurance business (“COLI”), run-off reinsurance and settlement annuity businesses and deferred gains associated with the sales of the individual life insurance and annuity and retirement benefits businesses.

~~Key Transactions and Other Significant Items~~

~~The following is a summary of key transactions and other significant items since January 1, 2013 affecting period-to-period comparisons of our results.~~

~~Run-off Reinsurance Transaction.~~ Prior to February 4, 2013, our run-off reinsurance business had significant exposures, primarily from our guaranteed minimum death benefits (“GMDB” also known as “VADBe”) and guaranteed minimum income benefits (“GMIB”) businesses. Effective February 4, 2013, we entered into an agreement with Berkshire to reinsure future exposures for this business, net of existing retrocessional arrangements, up to a specified limit, for a payment of $2.2 billion. The reinsurance transaction aligned with our strategy of increasing financial flexibility by accomplishing an effective exit from the GMDB and GMIB businesses. As a result of this transaction, we recorded an after-tax charge of $507 million in the first quarter of 2013 that was reported as a special item. See Note 5 to the Consolidated Financial Statements and the Other Operations section of this MD&A for additional information.

~~Pharmacy Benefit Management (“PBM”) Services Agreement.~~ In June 2013, we entered into a 10-year pharmacy benefit management services agreement with Catamaran Corporation. Under this agreement, we utilize their technology and service platforms, prescription drug procurement and inventory management capabilities, and order fulfillment services to lower costs and enhance our home-delivery pharmacy, retail network contracting and claims processing services. In the second quarter of 2013, we recorded one-time transaction costs of $37 million pre-tax ($24 million after-tax) that were reported as a special item. This arrangement has produced a positive contribution to earnings in the first nine months of 2014 through improved clinical management, purchasing and administrative efficiencies. We expect this positive earnings trend to continue for the remainder of 2014.

~~Organizational Efficiency Plans.~~ We regularly evaluate ways to deliver our products and services more efficiently and at a lower cost. During 2013 and 2012, we adopted specific plans to increase our organizational efficiency as follows:

·	*~~2013 plan.~~* During the fourth quarter of 2013, we committed to a plan to increase our organizational efficiency and reduce costs through a series of actions that includes employee headcount reductions. As a result, we recognized charges in other operating expenses of $60 million pre-tax ($40 million after-tax) in the fourth quarter of 2013, primarily for severance costs. We expect most of the severance to be paid by the end of 2015. We expect to realize annualized after-tax savings of approximately $45 million. A substantial portion of these savings are being realized in 2014.

·	*~~2012 plan.~~* During the third quarter of 2012, we committed to a series of actions to further improve our organizational alignment, operational effectiveness and efficiency. As a result, we recognized charges in other operating expenses of $77 million pre-tax ($50 million after-tax) in the third quarter of 2012, consisting primarily of severance costs that were paid as of March 31, 2014. We realized annualized after-tax savings of approximately $60 million during 2013, the majority of which was reinvested in the business to enhance our ability to provide superior service and affordable products to our customers.

~~Disability Claims Regulatory Matter~~

During the second quarter of 2013, we finalized an agreement with the Departments of Insurance for Maine, Massachusetts, Pennsylvania, Connecticut and California (together, the “monitoring states”) related to our long-term disability claims handling practices. In connection with the terms of the agreement, the Company recorded a charge of $77 million before-tax ($51 million after-tax) in the first quarter of 2013. The charge was comprised of two elements: (1) $48 million of benefit costs and reserves from reassessed claims expected to be reopened, and (2) $29 million in additional costs for open claims as a result of the claims handling changes being implemented. This charge was reported in the Group Disability and Life segment. We are actively implementing the terms of the agreement and continue to communicate with the monitoring states on progress. If the monitoring states find material non-compliance with the terms of the agreement upon re-examination, we may be subject to additional fines or penalties. In addition to the monitoring states, most other jurisdictions have joined the agreement as participating, non-monitoring states.

Health Care Industry Developments

Health Care Reform and the implementing regulations have resulted in broad changes that are meaningfully impacting the industry, including, but not limited to, relationships with customers and health care providers, the design of products and services, and pricing and delivery systems. In 2013, the industry saw government-prescribed reductions to Medicare reimbursement rates (i.e.,

~~Table of Contents~~

sequestration), ongoing payment reductions for Medicare Advantage plans by the Centers for Medicare and Medicaid Services (“CMS”) and changes in requirements associated with operational and performance metrics used to determine Medicare Advantage payments and benefits. ForOur 2014 there have been further changes resulting from Health Care Reform and the implementing regulations including the creation of public exchanges, the imposition of a non-deductible industry tax in addition to fees and assessments, and the imposition of minimum medical loss ratio requirements for Medicare Advantage and Medicare Part D plans. Collectively, these changes have had a significant impact on our business and customers, requiring adjustments to our business model to mitigate the effects on our results of operations and cash flows.

~~Our 2013~~ Form 10-K provides a detailed description of The Patient Protection and Affordable Care Act (“Health Care ~~Reform~~Reform”) provisions and other legislative initiatives that impact our health care business, including regulations issued by ~~CMS,~~the Centers for Medicare and Medicaid Services (“CMS”), the Departments of the Treasury and Health and Human Services (“HHS”). The table presented below provides an update of the impact of these items as of ~~September~~June 30, ~~2014.~~2015.

Item

Description

Medicare Advantage (“MA”) ~~and Part D Program Impacts~~

-~~Sequestration~~

-MA Rates

-~~Medical Loss Ratio (MA and Part D)~~

~~Sequestration~~2016: ~~As a result of sequestration, federal government~~Final MA reimbursement rates for 2016 were published by CMS in April 2015. While somewhat improved over the preliminary notice published in February, the final MA ~~and Part D were lowered~~rates for 2016 have decreased funding for MA participants with the highest clinical needs, including those with multiple chronic conditions. We currently expect that the 2016 final MA reimbursement rates will decrease funding for our Medicare Advantage business by approximately 2% ~~beginning April 1, 2013. This program is expected~~in 2016 compared to ~~run through 2023. While~~2015. We reflected these ~~rate reductions significantly~~2016 rates in our bids to CMS submitted during the second quarter of 2015. Also, we do not expect the 2016 MA rates to have a material impact on our ~~Government operating segment, their overall effect on~~ consolidated ~~net income and~~results of operations or cash flows ~~was immaterial~~ in ~~2013~~2016 and ~~is expected to continue to be immaterial.~~beyond.

~~MA Rates~~2015: The 2014 federal government reimbursement rates established by CMS in April 2013 became effective January 1, 2014 and included a variety of payment reductions to Medicare plans. Overall, these rates were reduced by approximately 6% compared with 2013. Assuming a similar book of business to 2013, we would have expected this rate decrease to lower full-year 2014 MA premiums by approximately $300 million. Based on actual results for the nine months ended September 30, 2014, overall premium decreases related to the CMS rate reductions have been partially mitigated through changes in member risk scores, customer enrollment (in total, and by county), and increases in customer premiums. These rate reductions, together with the impact of the health insurance industry tax, have negatively impacted margins for the Government operating segment for the nine months ended September 30, 2014 and we expect that trend to continue for the remainder of 2014.

~~In April 2014, CMS published its notice of final federal government reimbursement rates for calendar year 2015.~~ Based on industry data, overall MA rates for 2015 are ~~expected to be~~ 2% lower than ~~2014 for MA carriers. During the second quarter of 2014, we completed our submission of 2015 MA bids to CMS, reflecting these rates and adjusting our programs and services accordingly.~~2014. Assuming a similar book of business to 2014, we would ~~expect~~have expected a 2% rate decrease to lower full-year 2015 MA premiums by approximately $100 million. ~~Due~~Based on our results for six months ended June 30, 2015, the effect of the lower rates has been mitigated largely through the 2015 adjustments to our programs and services submitted in the ~~timing~~bid process. For the remainder of ~~CMS approval of MA bids and the annual enrollment period, and the resulting~~2015, we do not expect these lower rates to have a material impact on ~~enrollment in total and by county, we cannot reliably estimate the impact of the~~our 2015 ~~rates on our~~consolidated revenues, results of operations or cash ~~flows in 2015 and beyond.~~flows.

~~Medical Loss Ratio (“MLR”)~~Item

: Beginning in 2014, if our MLR for MA or Part D business is less than the required 85% minimum, we will be required to pay a rebate to CMS. For full-year 2014, we currently do not expect to pay a material rebate for our MA and Part D plan offerings under these MLR requirements.Description

~~Table of Contents~~

Health Care Reform Taxes and Fees -Industry Tax			Health Insurance Industry Tax: See Note 22(B) to the Consolidated Financial Statements in our 2014 Form 10-K for ~~additional information. In September 2014 we paid $243 million for the full-year 2014~~a description of this tax. We recognized ~~$182~~approximately $156 million in operating expenses for the ~~nine~~six months ended ~~September~~June 30, 2015 compared with $122 million for the same period in 2014. The full-year fee for 2015 is expected to approximate $310 million compared with $238 million in 2014, ~~with the remainder to be recorded in expense~~largely reflecting an increase in the ~~fourth quarter.~~industry assessment from $8 billion in 2014 to $11.3 billion in 2015. Because this tax is not deductible for federal income tax purposes, our effective tax rate increased from historical levels in 2014 ~~both on a consolidated basis~~ and ~~for~~2015. Of the ~~Global Health Care segment. $139~~full year 2015 tax, $170 million ~~of the full-year tax~~ relates to our commercial business and ~~$104~~$140 million to our Medicare business. For our commercial business, we ~~have been recovering substantially all of~~incorporated the industry tax ~~through rate increases.~~into target pricing actions. For our Medicare business, although we have partially mitigated the effect of the tax through benefit changes and customer premium increases, the combination of the tax and lower MA rates ~~in 2014~~ have contributed to lower margins in the Government operating segment in both 2015 and 2014. See the Consolidated Results of Operations and Global Health Care segment sections of this MD&A for further discussion.
-Reinsurance Fee			Reinsurance Fee: This fee is a fixed dollar per customer levy that applies to both insured and self-insured major medical ~~plans.~~plans excluding certain products such as Medicare Advantage and Medicare Part D. Proceeds from the fee will be used to fund the reinsurance program for non-grandfathered individual business sold either on or off the public exchanges beginning in 2014. For our insured business, the amount of the fee is ~~approximately $105~~expected to approximate $70 million in 2015 compared with $110 million in 2014 and is tax deductible. We recorded ~~$78~~approximately $35 million offor the reinsurance fee for the ~~nine~~six months ended ~~September~~June 30, 2015 compared with approximately $55 million for the six months ended June 30, 2014. We ~~have been recovering substantially all of the 2014 fee through rate increases.~~incorporate these fees into target pricing actions. See the Global Health Care section of this MD&A.
Public Health Exchanges			Public Health Exchanges: For ~~2014,~~2015, we ~~offered~~are offering individual coverage on ~~five~~eight public health insurance exchanges (Arizona, Colorado, Florida, Georgia, Maryland, Missouri, Tennessee and Texas). ~~Beginning in 2015, in addition to those five states, we will offer coverage on exchanges in Maryland, Georgia and Missouri.~~ See the Global Health Care segment section of this MD&A for further discussion around the results from our individual business.
Risk Mitigation Programs -~~Reinsurance~~ -~~Risk Adjustment~~ -~~Risk Corridor~~			Risk Mitigation Programs: See Note 22(B) to the Consolidated Financial Statements in our 2014 Form 10-K for a description of ~~each of these~~our accounting policy for the programs that commenced ~~on January 1, 2014 along with our accounting policy.~~in 2014. We recorded ~~recoveries~~after-tax receivables of ~~$68~~approximately $110 million ~~after-tax~~ for the three months and ~~$131~~$140 million ~~after-tax~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2014 related to these programs.~~
~~Commercial MLR~~			~~Commercial MLR~~~~: The effect of the commercial MLR rebate accrual was not material to our results of operations or cash flows~~2015, compared with approximately $50 million for the three months and ~~nine~~$60 million for the six months ended ~~September~~June 30, 2014. The amounts reported in 2015 included an increase for the 2014 coverage-year of approximately $20 million after-tax based on the CMS data received in June 2015. As of June 30, 2015, our total receivables for risk mitigation programs, as reported in either Premiums, accounts and notes receivable or Reinsurance recoverables, were approximately $525 million pre-tax ($340 million after-tax).

~~Table of Contents~~

CONSOLIDATED RESULTS OF OPERATIONS

Summarized below are our results of operations on a GAAP basis:

FINANCIAL SUMMARY	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2014		2013		% Change		2014			2013		% Change		2015		2014		% Change		2015		2014		% Change
Premiums and fees	$	7,793	$	7,206	8	%	$	23,167		$	21,692	7	%
Premiums														$	7,432	$	6,800	9	%	$	14,834	$	13,476	10	%
Fees and other revenues														1,117		1,027		9		2,255		2,033		11
Net investment income	292		297		(2	)	863			873		(1)		297		294		1		573		571		-
Mail order pharmacy revenues	583		471		24		1,625			1,333		22		625		547		14		1,203		1,042		15
Other revenues	66		65		2		201			139		45
Total realized investment gains	23		27		(15	)	130			192		(32)
Realized investment gains														21		65		(68)		94		107		(12)
Total revenues	8,757		8,066		9		25,986			24,229		7		9,492		8,733		9		18,959		17,229		10
Global Health Care medical costs														4,577		4,219		8		9,181		8,250		11
Other benefit expenses														1,199		1,100		9		2,468		2,266		9
Mail order pharmacy costs														529		469		13		1,021		883		16
Operating expenses														2,212		1,996		11		4,416		3,976		11
Amortization of other acquired intangible assets														39		48		(19)		83		100		(17)
Benefits and expenses	7,939		7,267		9		23,414			22,589		4		8,556		7,832		9		17,169		15,475		11
Income before taxes	818		799		2		2,572			1,640		57		936		901		4		1,790		1,754		2
Income taxes	287		246		17		940			522		80		352		329		7		675		653		3
Net income	531		553		(4	)	1,632			1,118		46		584		572		2		1,115		1,101		1
Less: net income (loss) attributable to noncontrolling interests	(3)		-		n/m		(3		)	3		(200)		(4)		(1)		N/M		(6)		-		N/M
Shareholders’ net income	$	534	$	553	(3	)%	$	1,635		$	1,115	47	%	$	588	$	573	3	%	$	1,121	$	1,101	2	%

A reconciliation of shareholders’ net income to adjusted income from operations follows:

FINANCIAL SUMMARY

Three Months Ended
September 30,

Nine Months Ended
September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Shareholders’ net income

$
534

$
553

(3
)%
$
1,635

$
1,115

47
%
Less: realized investment gains, net of taxes

15

17

(12
)
85

127

(33)

Segment earnings

519

536

(3
)
1,550

988

57

Less: GMIB and special items (after-tax):

Results of GMIB business

-

-

-

25

Transaction costs associated with PBM services agreement

-

-

-

(24)

Charge related to reinsurance transaction (See Note 5 to the Consolidated Financial Statements)

-

-

-

(507)

Charge for disability claims regulatory matter (See Note 16 to the Consolidated Financial Statements)

-

-

-

(51)

Adjusted income from operations

$
519

$
536

(3
)%
$
1,550

$
1,545

-
%

Other Key Consolidated Financial Data

Global medical customers (excluding limited benefits, in thousands)

14,346

14,138

1
%
Effective tax rate

35.1%

30.8%

430bps
36.5%

31.8%

470bps

FINANCIAL SUMMARY	Three Months Ended June 30,						Six Months Ended June 30,
(In millions)	2015		2014		% Change		2015		2014		% Change
Shareholders’ net income	$	588	$	573	3	%	$	1,121	$	1,101	2	%
After-tax adjustments required to reconcile to adjusted income from operations:
Realized investment (gains)	(13)		(43)				(61)		(70)
Amortization of other acquired intangible assets	24		29				52		61
Special item (see Note 12 to the Consolidated Financial Statements)	65		-				65		-
Adjusted income from operations	$	664	$	559	19	%	$	1,177	$	1,092	8	%

Other Key Consolidated Financial Data
Global medical customers (in thousands)							14,771		14,247		4	%
Effective tax rate	37.6%		36.5%		110bps		37.7%		37.2%		50bps

CONSOLIDATED RESULTS OF OPERATIONS

· Revenues.Components of the revenue increase for the three months and ~~nine~~the six months ended ~~September~~June 30, ~~2014~~2015 compared with the same periods in ~~2013~~2014 are discussed further below:

· ~~Premiums and Fees.~~ Premiums. The increases for the three months and ~~nine~~the six months ended ~~September~~June 30, ~~2014,~~2015, compared with the same periods in ~~2013,~~2014, reflect premium growth in each of our ongoing reporting segments: Global Health Care, Global Supplemental Benefits and Group Disability and Life. These results are primarily attributable to ~~rate increases to recover both medical cost trend, and new taxes and fees assessed under Health Care Reform. Business~~customer growth in ~~certain of~~ our targeted market segments and, ~~products, including stop loss and Medicaid, combined~~to a lesser extent, rate actions consistent with ~~strong persistency also contributed to the increase.~~medical cost trend. See the Segment Reporting section of this MD&A for further discussion.

~~Table of Contents~~

· ~~Net Investment Income.~~Fees and other revenues. ~~For the three months and nine months ended September 30, 2014, net investment income decreased slightly compared with the same periods in 2013 due to lower yields, partially offset by asset growth.~~

·~~Mail Order Pharmacy Revenues.~~The increases for the three months and ~~nine~~the six months ended ~~September~~June 30, ~~2014,~~2015, compared with the same periods in ~~2013, were largely driven by higher volume for~~2014, reflect growth from specialty ~~medications (injectibles) and price increases to recover pharmacy cost trend.~~

·~~Other Revenues.~~ Other revenues were flat for the three months ended September 30, 2014, compared with the same period in 2013. For the nine months ended September 30, 2014, the increase compared with the same period in 2013 largely results from the absence of losses (of $39 million) reported in the first quarter of 2013 related to the dynamic hedge program inproducts offered through our ~~run-off reinsurance business. This program was discontinued in February 2013.~~

·~~Realized Investment Results.~~ For the three months ended September 30, 2014, realized investment results decreased, compared with the same period in 2013, primarily due to slightly higher impairments for certain assets with lower valuations due to increasing market yields, partially offset by larger gains from sales of real estate joint ventures. For the nine months ended September 30, 2014, realized investment results decreased, compared with the same period in 2013, primarily due to significantly lower gains on sales of fixed maturities that were partially offset by a gain on the sale of an equity interest in 2014. In the first quarter of 2013, we realized large gains on sales of fixed maturities primarily to fund the reinsurance transaction with Berkshire. See Note 8 for additional information.

·~~Benefits and expenses~~. For the three months ended September 30, 2014, benefits and expenses increased, compared with the same period in 2013, largely driven by higher medical costs, business growth and the effect of new taxes and fees assessed underGlobal Health Care Reform. For the nine months ended September 30, 2014, benefits and expenses increased, compared with the same period in 2013, driven by the same factors as discussed for the three months, somewhat offset by the absence in 2014 of the charges recorded in the first quarter of 2013 associated with the reinsurance agreement with Berkshire ($781 million pre-tax).segment. See the Segment Reporting section of this MD&A for further discussion.

· ~~Shareholders’~~Net investment income. For the three months and the six months ended June 30, 2015, net ~~income.~~investment income was flat versus the same periods in 2014, reflecting higher partnership income offset by lower reinvestment yields.

·Mail order pharmacy revenues. The ~~slight decrease~~increases for the three months and the six months ended ~~September~~June 30, ~~2014,~~2015, compared with the same ~~period~~periods in ~~2013, primarily resulted from lower adjusted income from operations~~2014, were largely driven by increased volume due to our higher customer base and ~~lower~~home delivery utilization as well as higher prices to recover pharmacy cost trend.

·Realized investment results. For the three months and six months ended June 30, 2015, realized investment ~~gains as discussed above. For the nine months ended September 30, 2014, the significant increase~~results decreased compared with the same ~~period~~periods in ~~2013 is largely~~2014, primarily due to the absence in ~~2014~~2015 of the ~~charges discussed above under “benefits and expenses” recorded~~sale of an equity interest that occurred in the ~~first~~second quarter of ~~2013.~~2014.

· Global Health Care medical costs. The increases for the three months and the six months ended June 30, 2015, compared with the same periods in 2014, were primarily due to customer growth across government products and, to a lesser extent, medical cost inflation.

·Other benefit expenses. The increases for the three months and six months ended June 30, 2015 compared with the same periods in 2014 were primarily due to business growth in our Group Disability and Life and Global Supplemental Benefits segments.

·Mail order pharmacy costs. The increases for the three months and the six months ended June 30, 2015, compared with the same periods in 2014, were primarily due to increased volume from our higher customer base and home delivery utilization as well as higher unit costs.

·Operating expenses. The increases for the three months and the six months ended June 30, 2015, compared with the same periods in 2014, were primarily due to business growth and strategic investments across our segments.

·Shareholders’ net income increased for the three months and the six months ended June 30, 2015, compared with the same periods in 2014, primarily due to significantly higher adjusted income from operations as discussed below, partially offset by lower realized investment gains and the impact of the special item charge for debt extinguishment described below.

·Adjusted income from operations. For the three months and the six months ended ~~September~~June 30, ~~2014,~~2015, adjusted income from operations ~~decreased slightly~~increased compared with the same ~~period~~periods in ~~2013.~~2014. This result was primarily due to ~~lower earnings in the Group Disability~~higher Global Health Care and ~~Life segment and the absence of favorable tax benefits reported in the third quarter of 2013, largely offset by higher earnings in the~~ Global Supplemental Benefits ~~segment. For the nine months ended September 30, 2014, adjusted income from operations increased slightly compared with the same period in 2013, primarily~~results reflecting ~~earnings~~continued business growth in ~~the Global Supplemental Benefits segment, largely offset by the absence of favorable tax benefits reported in the third quarter of 2013.~~our targeted market segments, including our specialty health care businesses. See the Segment Reporting section of this MD&A for ~~further discussion.~~additional information.

· ~~Global medical customers (excluding limited benefits)~~Special item. We exited the limited benefits business in 2014 due to Health Care Reform. Excluding limited benefits customers, our medical customer base increased slightly in 2014, primarily driven by continued growth in the select, individual and Medicaid market segments, partially offset by a decline in the national accounts segment.

·~~Effective tax rates.~~The ~~increases~~special item charge for the three months and ~~nine~~the six months ended ~~September~~June 30, ~~2014, compared with~~2015 reflects the ~~same periods in 2013, were primarily driven by~~after-tax impact of the ~~non-deductible health insurance industry tax being assessed under Health Care Reform beginning in 2014. In addition, in~~loss on the ~~third quarter~~early extinguishment of 2014 we recognized net tax benefits of $9 million for tax items reported in the Global Supplemental Benefits segment and Corporate. The lower effective tax rates for the three months and nine months ended September 30, 2013 were largely attributable to the favorable tax benefits reported in the third quarter of 2013.debt. See Note 1412 to the Consolidated Financial Statements for additional ~~information.~~details. There were no special items for the three months and the six months ended June 30, 2014.

47·Global medical customers. Our medical customer base increased in 2015, primarily driven by the acquisition of QualCare Alliance Networks, Inc. and growth in our targeted market segments. See additional discussion in the Global Health Care segment results.

·Effective tax rate. The consolidated effective tax rates for all periods are elevated from historical levels, primarily due to the health insurance industry tax that is not deductible for federal income tax purposes. The increase in the rates for the three months and six months ended June 30, 2015, compared with the same periods in 2014, was driven by growth in the health insurance industry tax in 2015.

~~Table of Contents~~

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

We maintain liquidity at two levels: the subsidiary level and the parent company level.

Liquidity requirements at the subsidiary level generally consist of:

· ~~claim~~medical costs and benefit payments to policyholders; and

· operating expense requirements, primarily for employee compensation and benefits.

Our subsidiaries normally meet their operating requirements by:

· maintaining appropriate levels of cash, cash equivalents and short-term investments;

· using cash flows from operating activities;

· selling investments;

· matching investment durations to those estimated for the related insurance and contractholder liabilities; and

· borrowing from ~~its parent company.~~affiliates, subject to applicable regulatory limits.

Liquidity requirements at the parent company level generally consist of:

· debt service and dividend ~~payments to shareholders; and~~payments;

· pension plan ~~funding.~~funding; and

· repurchases of common stock.

The parent company normally meets its liquidity requirements by:

· maintaining appropriate levels of cash, cash equivalents and short-term investments;

· collecting dividends from its subsidiaries;

· using proceeds from issuance of debt and equity securities; and

· borrowing from its subsidiaries.

Cash flows for the ~~nine~~six months ended ~~September~~June 30, were as follows:

(In millions)	2014		2013		2015		2014
Operating activities	$	1,472	$	107	$	1,109	$	1,002
Investing activities	$	(1,405)	$	740	$	(96)	$	(832)
Financing activities	$	(1,224)	$	(771)	$	(446)	$	(1,007)

Cash flows from operating activities consist of cash receipts and disbursements for premiums, fees and ~~fees,~~other revenues, mail order pharmacy, ~~other revenues,~~ investment income, taxes and benefits and ~~expenses, and, prior to February 4, 2013, gains and losses recognized in connection with our GMDB and GMIB equity hedge programs.~~expenses. Because certain income and expense transactions do not generate cash, and because cash transactions related to revenues and expenses may occur in periods different from when those revenues and expenses are recognized in shareholders’ net income, cash flows from operating activities can significantly differ from shareholders’ net income.

Cash flows from investing activities generally consist of net investment purchases or sales and net purchases of property and equipment including capitalized internal-use software, as well as cash used to acquire businesses.

Cash flows from financing activities are generally comprised of issuances and re-payment of debt, proceeds on the issuance of common stock resulting from stock option exercises, and stock repurchases. In addition, the subsidiaries report net deposits and withdrawals to and from ~~investment contract~~contractholder deposit fund liabilities (that include universal life insurance liabilities) because such liabilities are considered financing activities with policyholders.

Operating activities

Cash flows from operating activities increased ~~substantially~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with the same period in 2013, primarily due to the absence of the 2013 payments totaling $2.2 billion to Berkshire in connection with the February 4, 2013 reinsurance transaction. Excluding payments made in connection with the Berkshire transaction, cash flows from operating

~~Table of Contents~~

~~activities for the~~ ~~nine months ended September 30,~~ 2014, ~~decreased by $0.8 billion, compared with the same period in 2013. This decrease was~~ driven by higher adjusted income tax payments in 2014 mainly due to the absence of tax benefits realized in 2013 in connection with the Berkshire transaction, as well as the timing of collections for pharmacy considerations and government reimbursements.from operations.

Investing activities

Cash ~~flows from~~used in investing activities decreased ~~by $2.1 billion~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with the same period in ~~2013,~~2014, primarily due to ~~higher net~~the timing of purchases of fixed ~~maturities and the absence of proceeds from investment sales used in 2013 to fund the Berkshire transaction.~~maturities.

Financing activities

Cash used in financing activities ~~increased~~decreased for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with the same period in ~~2013,~~2014, primarily reflecting ~~$0.4 billion in higher repurchases of common stock.~~lower share repurchases.

We maintain a share repurchase program, authorized by the Board of Directors. Under this program, we may repurchase shares from time to time, depending on market conditions and alternate uses of capital. We may suspend activity under our share repurchase program from time to time and may also remove such suspensions, generally without public announcement. We may also repurchase shares at times when we otherwise might be precluded from doing so under insider trading laws or because of self-imposed trading black-out periods by use of a Rule 10b5-1 trading plan. Through ~~October~~July 30, ~~2014,~~2015, we repurchased ~~16.3~~4.3 million shares for ~~$1.4 billion.~~$518 million. The remaining share repurchase authority as of ~~October~~July 30, ~~2014~~2015 was ~~$411~~$665 million.

Interest Expense

Interest expense on long-term debt, short-term debt and capital leases was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2014		2013		2014		2013		2015		2014		2015		2014

Interest expense	$	64	$	68	$	196	$	203	$	62	$	65	$	128	$	132

Interest expense reported above for the three months and six months ended June 30, 2015 excludes losses on the early extinguishment of debt.

Capital Resources

Our capital resources (primarily retained earnings and the proceeds from the issuance of debt and equity securities) provide protection for policyholders, furnish the financial strength to underwrite insurance risks and facilitate continued business growth.

Management, guided by regulatory requirements and rating agency capital guidelines, determines the amount of capital resources that we maintain. Management allocates resources to new long-term business commitments when returns, considering the risks, look promising and when the resources available to support existing business are adequate.

We prioritize our use of capital resources to:

· provide the capital necessary to support growth and maintain or improve the financial strength ratings of subsidiaries including pension funding obligations;

· consider acquisitions that are strategically and economically advantageous; and

· return capital to investors through share repurchase.

The availability of capital resources will be impacted by equity and credit market conditions. Extreme volatility in credit or equity market conditions may reduce our ability to issue debt or equity securities.

Liquidity and Capital Resources Outlook

The availability of resources at the parent company level is partially dependent on dividends from our subsidiaries, most of which are subject to regulatory restrictions and rating agency capital guidelines, and partially dependent on the availability of liquidity from the issuance of debt or equity securities.

Though we believe that we have adequate sources of liquidity, significant disruption or volatility in the capital and credit markets

~~Table of Contents~~

could affect our ability to access those markets for additional borrowings or increase costs associated with borrowing funds.

At ~~September~~June 30, ~~2014,~~2015, there was approximately ~~$425~~$560 million in cash and short-term investments available at the parent company level. For the remainder of ~~2014,~~2015, the parent ~~company has~~company’s combined cash obligations ofare expected to be approximately ~~$165~~$235 million, primarily for ~~interest payments and~~ commercial paper ~~maturities. The parent company expects,~~maturities and interest.

We expect, based on ~~its~~the parent company’s current cash position, ~~and~~ current projections for subsidiary dividends, and the ability to refinance commercial paper borrowing, to have sufficient liquidity to meet ~~its obligations.~~the obligations discussed above. In addition, we actively monitor our debt obligations and engage in issuance or redemption activities as needed in accordance with our capital management strategy.

~~Cash~~Our cash projections may not be realized and the demand for funds could exceed available cash if ~~for example:~~

·our ongoing businesses experience unexpected shortfalls in ~~earnings;~~

·~~regulatory restrictions~~earnings, or ~~rating agency capital guidelines reduce the amount of dividends available to be distributed to the parent company~~we experience material adverse effects from ~~the insurance and HMO subsidiaries;~~

·~~significant disruption~~one or ~~volatility~~more risks or uncertainties described more fully in the ~~capital and credit markets reduces our ability to raise capital; or~~

·~~a substantial increase in funding over current projections is required for our pension plan.~~

Risk Factors section of the 2014 Form 10-K. In those cases, we expect to have the flexibility to satisfy liquidity needs through a variety of measures, including intercompany borrowings and sales of liquid investments. The parent company may borrow up to $1.3 billion from its ~~principal~~ insurance subsidiaries without additional state approval. As of ~~September~~June 30, ~~2014, our insurance subsidiaries~~2015, the parent company had ~~$61~~approximately $325 million of net intercompany loans receivable from ~~the~~its insurance subsidiaries. Alternatively, to satisfy parent ~~company.~~

~~In addition,~~company liquidity requirements we may use short-term borrowings, such as the commercial paper program, the committed revolving credit and letter of credit agreement of up to $1.5 billion subject to the maximum debt leverage covenant in its line of credit agreement. As of ~~September~~June 30, ~~2014, we had~~2015, short-term borrowing capacity of $1.5 billion ~~of borrowing capacity~~ under the credit agreement ~~reflecting $23 million~~was available to us. Including this $1.5 billion, we have borrowing capacity of ~~letters~~$7.1 billion, in addition to the $5.2 billion of ~~credit~~debt outstanding, ~~from the credit facility. Within~~within the maximum debt leverage covenant in the line of credit ~~agreement,~~agreement.

Though we believe we have anadequate sources of liquidity, continued significant disruption or volatility in the capital and credit markets could affect our ability to access those markets for additional ~~$6.5 billion of~~borrowings or increase costs associated with borrowing ~~capacity in addition to the $5.1 billion of debt outstanding.~~funds.

We maintain a capital management strategy to ~~indefinitely reinvest~~retain overseas a significant portion of the earnings ~~of certain of~~from our foreign ~~operations overseas. Indefinitely reinvested~~operations. These undistributed earnings are ~~generally~~ deployed ~~in these countries, and other foreign jurisdictions~~outside of the U.S. in support of the liquidity and capital needs of our foreign ~~operations, where possible.~~operations. As of ~~September~~June 30, ~~2014, indefinitely reinvested~~2015, undistributed earnings were approximately ~~$1.3~~$2.0 billion. ~~If repatriated, approximately $210~~Approximately $130 million of cash and cash equivalents held ~~in these countries~~overseas would, if repatriated, be subject to a charge representing the difference between the U.S. and foreign tax rates. This strategy does not materially limit our ability to meet our liquidity and capital needs in the ~~United States.~~U.S. Cash and cash equivalents in foreign operations are held primarily to meet local liquidity and surplus needs with excess funds generally invested in longer duration, high quality securities.

Our pension liability will be remeasured as of December 31, 2014 using updated valuation assumptions. Given the year-to-date decline in discount rates of approximately 50 basis points through September 30, 2014, and the potential for changes to our mortality assumptions based on a revised pension plan mortality table the Society of Actuaries issued in the fourth quarter of 2014, it is likely that our pension liability will increase at December 31, 2014. We cannot currently estimate the amount of any increase because, in addition to any mortality assumption changes, it will be influenced by asset performance and the movement of discount rates during the fourth quarter of 2014.

Because different discount rates are used for pension funding purposes and because the IRS will not adopt new mortality tables until 2016 at the earliest, this potential increase in the pension liability would not change the amount of required contributions to the pension plan in 2015.

Guarantees and Contractual Obligations

We are contingently liable for various contractual obligations entered into during the ordinary course of business. See Note 16 to the Consolidated Financial Statements for additional information.

Contractual obligations. The Company has updated its contractual obligations previously provided on page 40 of the Company’s 2014 Form 10-K for Long-term debt, due to the issuance of new debt on March 11, 2015 and the redemption of existing debt in April 2015. See Note 12 to the Consolidated Financial Statements for additional information. There iswere no ~~update~~other material changes to the contractual obligations ~~previously provided~~reported in ~~our 2013~~the Company’s 2014 Form 10-K.

			Less than 1		1-3		4-5		After 5
(In millions, on an undiscounted basis)	Total		year		years		years		years
Short-term debt	$	147	$	147	$	-	$	-	$	-
Long-term debt	8,537		130		782		603		7,022

CRITICAL ACCOUNTING ESTIMATES

The preparation of Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in the Consolidated Financial Statements. We consider an accounting estimate to be critical if:

· �� it requires assumptions to be made that were uncertain at the time the estimate was made; and

~~Table of Contents~~

· changes in the estimate or different estimates that could have been selected could have a material effect on our consolidated results of operations or financial condition.

We have discussed the development and selection of our critical accounting estimates and reviewed our disclosures presented in our ~~2013~~

2014 Form 10-K with the Audit Committee of our Board of Directors.

Our most critical accounting estimates, as well as the effects of hypothetical changes in material assumptions used to develop each estimate, are described in the ~~2013~~2014 Form 10-K. We regularly evaluate items that may impact critical accounting estimates. As of ~~September~~June 30, ~~2014,~~2015, there are no significant changes to the critical accounting estimates from what was reported in our ~~2013~~2014 Form 10-K.

Summary

Management believes the current assumptions used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience differs from the assumptions used in estimating amounts reflected in our Consolidated Financial Statements, the resulting changes could have a material adverse effect on our consolidated results of operations, and in certain situations, could have a material adverse effect on liquidity and our financial condition.

SEGMENT REPORTING

The following section of this MD&A discusses the results of each of our reporting segments. WeBeginning on January 1, 2015, we measure the financial results of our segments using ~~“segment earnings (loss)~~“adjusted income from operations,”, newly defined as shareholders’ net income ~~(loss) before~~excluding after-tax realized investment ~~results. In the following~~results, amortization of other acquired intangible assets and special items. Prior period segment ~~discussions, we also present~~ information ~~using “adjusted income (loss) from operations”, defined as segment earnings (loss) excluding special items and results of the GMIB business.~~has been restated to reflect this new performance metric. Adjusted income ~~(loss)~~ from operations is ~~another~~used as a measure of ~~profitability used~~performance by our management because it presents the underlying results of operations of our businesses and permits analysis of trends in underlying revenue, expenses and ~~shareholders’ net income.~~profitability. This consolidated measure is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, ~~that is~~ shareholders’ net income. Amortization of other intangible assets relates to our acquisition activities, such as HealthSpring, and includes amortization of internal-use software acquired through acquisitions. The amortization associated with these transactions is excluded from adjusted income from operations because it does not relate to the core performance of our business operations. We exclude special items from adjusted income from operations because management does not believe they are representative of our underlying results of operations. ~~We also exclude~~For the ~~results~~three months and six months ended June 30, 2015, we reported a special item charge consisting of a $100 million pre-tax loss ($65 million after-tax) on the ~~GMIB business because, prior~~early extinguishment of debt. See Note 12 to the ~~reinsurance transaction with Berkshire on February 4, 2013~~Consolidated Financial Statements for additional details. For the ~~changes in the fair value of GMIB assets~~three months and ~~liabilities~~six months ended June 30, 2014, there were ~~volatile and unpredictable.~~no special items.

Effective with the first quarter of 2014, we combined the results of the Run-off Reinsurance segment with other immaterial segments in Other Operations. Prior periods have been conformed to the current year presentation.

Shareholders’ net income

Three Months Ended
September 30,

Nine Months Ended
September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Segment earnings (loss)

Global Health Care

$
434

$
424

2
%
$
1,275

$
1,230

4
%
Global Supplemental Benefits

83

39

113

197

143

38

Group Disability and Life

55

92

(40)

232

194

20

Other Operations

19

35

(46)

49

(412)

112

Corporate

(72)

(54)

(33)

(203)

(167)

(22)

Segment earnings

519

536

(3)

1,550

988

57

Realized investment gains, net of taxes

15

17

(12)

85

127

(33)

Shareholders’ net income

$
534

$
553

(3)
%
$
1,635

$
1,115

47
%

51

Three Months Ended

Six Months Ended

Shareholders’ net income

June 30,

June 30,

(In millions)

2015

2014

% Change

2015

2014

% Change

Adjusted income from operations

Global Health Care

$
528

$
428

23
%
$
972

$
895

9%

Global Supplemental Benefits

77

64

20

146

121

21

Group Disability and Life

106

110

(4)

157

177

(11)

Other Operations

18

13

38

38

30

27

Corporate

(65)

(56)

(16)

(136)

(131)

(4)

Adjusted income from operations

664

559

19

1,177

1,092

8

After-tax adjustments required to reconcile to shareholders’ net income:

Realized investment gains

13

43

61

70

Amortization of other acquired intangible assets

(24)

(29)

(52)

(61)

Special item (see Note 12 to the Consolidated Financial Statements)

(65)

-

(65)

-

Shareholders’ net income

$
588

$
573

3
%
$
1,121

$
1,101

2%

~~Table of Contents~~

Adjusted Income (Loss) From Operations

Three Months Ended
September 30,

Nine Months Ended
September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Global Health Care

$
434

$
424

2
%
$
1,275

$
1,254

2
%
Global Supplemental Benefits

83

39

113

197

143

38

Group Disability and Life

55

92

(40)

232

245

(5)

Other Operations

19

35

(46)

49

70

(30)

Corporate

(72)

(54)

(33)

(203)

(167)

(22)

Total

$
519

$
536

(3)
%
$
1,550

$
1,545

-
%

Global Health Care Segment

~~We measure~~As described in the ~~operating effectiveness~~Segment Reporting introduction on page 49, the performance of the Global Health Care segment is measured using adjusted income from operations as calculated in the ~~following~~table below. The key ~~metrics:~~factors affecting adjusted income from operations for this segment are:

· ~~segment earnings and adjusted income from operations;~~customer growth;

· ~~customer growth;~~sales of specialty products;

· ~~sales of specialty products;~~

·operating ~~expense~~expenses as a percentage of ~~segment~~operating revenues (operating expense ratio); and

· medical ~~expense~~costs as a percentage of premiums (medical care ~~ratio) in the guaranteed cost and Medicare businesses.~~ratio or “MCR”).

Results of Operations

FINANCIAL SUMMARY

Three Months Ended
September 30,

Nine Months Ended
September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Premiums and fees

$
6,109

$
5,699

7
%
$
18,222

$
17,210

6
%
Net investment income

87

86

1

244

243

-

Mail order pharmacy revenues

583

471

24

1,625

1,333

22

Other revenues

65

60

8

182

155

17

Segment revenues

6,844

6,316

8

20,273

18,941

7

Mail order pharmacy costs

499

390

28

1,382

1,096

26

Benefits and other expenses

5,654

5,288

7

16,814

15,955

5

Benefits and expenses

6,153

5,678

8

18,196

17,051

7

Income before taxes

691

638

8

2,077

1,890

10

Income taxes

258

214

21

804

660

22

(Loss) attributable to noncontrolling interests

(1)

-

n/m

(2)

-

n/m

Segment earnings

434

424

2

1,275

1,230

4

Less: special items (after-tax) included in segment earnings:

Transaction costs associated with PBM services agreement

-

-

-

-

(24)

100

Adjusted income from operations

$
434

$
424

2
%
$
1,275

$
1,254

2
%
Realized investment gains, net of taxes

$
11

$
14

(21
)%
$
40

$
65

(38
)%
Effective tax rate

37.3%

33.5
%
380
bps
38.7%

34.9
%
380
bps

	Three Months Ended						Six Months Ended
FINANCIAL SUMMARY	June 30,						June 30,
(In millions)	2015		2014		% Change		2015		2014		% Change
Premiums	$	5,706	$	5,190	10	%	$	11,397	$	10,272	11	%
Fees and other revenues	1,085		989		10		2,187		1,958		12
Net investment income	91		84		8		166		157		6
Mail order pharmacy revenues	625		547		14		1,203		1,042		15
Operating revenues	7,507		6,810		10		14,953		13,429		11
Realized investment gains	8		27		(70)		57		44		30
Total revenues	7,515		6,837		10		15,010		13,473		11
Medical costs	4,577		4,219		8		9,181		8,250		11
Mail order pharmacy costs	529		469		13		1,021		883		16
Operating expenses	1,529		1,420		8		3,144		2,824		11
Amortization of other acquired intangible assets	33		42		(21)		69		86		(20)
Benefits and expenses	6,668		6,150		8		13,415		12,043		11
Income before taxes	847		687		23		1,595		1,430		12
Income taxes	336		268		25		631		561		12
(Loss) attributable to noncontrolling interests	(1)		(1)		-		(1)		(1)		-
Shareholders’ net income from Global Health Care	512		420		22		965		870		11
After-tax adjustments to reconcile to adjusted income from operations:
Realized investment (gains)	(4)		(18)				(36)		(29)
Amortization of other acquired intangible assets	20		26				43		54
Adjusted income from operations(1)	$	528	$	428	23	%	$	972	$	895	9	%

~~Segment earnings and adjusted~~(1) Adjusted income from operations ~~increased~~is our principal measure of segment profitability.

Adjusted income from operations. The increase for the three months ended ~~September~~June 30, ~~2014~~2015, compared with the same period in ~~2013,~~2014, was primarily driven by increased contributions from specialty ~~contributions,~~products and improved margins in our U.S. individual business including ~~strong pharmacy results,~~the impact of the risk mitigation programs under Health Care Reform, partially offset by ~~lower earnings~~increased operating expenses.

The increase for the six months ended June 30, 2015, compared with the same period in 2014, is attributable to increased contributions from specialty products and increased margins in our ~~government segment due to lower federal government reimbursement rates,~~U.S. individual and ~~the taxes and fees mandated by Health Care Reform. The unfavorable impact of~~Medicaid businesses, as well as improved results in our ~~exit from the limited benefits business also~~Medicare Advantage business. These results were partially offset ~~the~~by increased ~~specialty contributions.~~

~~Excluding transaction costs incurred in the second quarter of 2013 related to the PBM services agreement that were reported as a special item, segment earnings~~operating expenses and adjusted income from operations increased for the nine months ended September 30, 2014. The increase was primarily driven by the same factors as discussed for the three months above. In addition, higher operating expensesunfavorable Medicare Part D results.

~~Table of Contents~~

reflecting investment spending to enhance our capabilities and a higher medical care ratio in the U.S. individual business (after considering recoveries from the government risk mitigation programs) partially offset the increased specialty contributions.

Revenues

The table below shows premiums ~~and fees~~ for the Global Health Care segment:

									Three Months Ended				Six Months Ended
	Three Months Ended September 30,				Nine Months Ended September 30,				June 30,				June 30,
(In millions)	2014		2013		2014		2013		2015		2014		2015		2014
Medical:
Guaranteed cost	$	1,189	$	1,123	$	3,422	$	3,338	$	1,215	$	1,165	$	2,373	$	2,233
Experience-rated	567		570		1,742		1,710		566		612		1,130		1,175
Stop loss	592		479		1,708		1,410		662		566		1,316		1,116
International health care	461		433		1,371		1,315		455		454		925		910
Dental	327		285		927		850		343		302		683		600
Medicare	1,392		1,404		4,263		4,255		1,535		1,442		3,096		2,871
Medicaid	142		81		316		235		289		93		535		174
Medicare Part D	304		302		1,097		1,089		416		357		899		793
Other	203		185		603		549		225		199		440		400
Total premiums	5,177		4,862		15,449		14,751		$	5,706	$	5,190	$	11,397	$	10,272
Fees	932		837		2,773		2,459
Total premiums and fees	$	6,109	$	5,699	$	18,222	$	17,210

~~Premiums and fees.~~Premiums. The increases for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013~~2014, were primarily ~~driven by~~due to customer growth in all government products, as well as stop loss and dental. In addition, the increases reflect rate ~~increases~~actions on most products in the U.S. Commercial segment primarily to recover underlying medical cost trends and taxes and fees mandated by Health Care Reform. In addition, premiums and fees reflect increased specialty contributions and growth in Medicaid and stop loss customers, partially offset by a decline in commercial risk customers including a shift from our insured to self-insured products and our exit from the limited benefits business.trends.

~~Mail order pharmacy revenue.~~ Fees and other revenues.The increases for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013~~2014, were primarily ~~reflect higher volume for~~attributable to growth in specialty ~~medications (injectibles), as well as price increases in line with pharmacy cost trend.~~products and our administrative services only customer base.

Benefits and Expenses

Global Health Care segment benefits and expenses consist of the following:

									Three Months Ended				Six Months Ended
	Three Months Ended September 30,				Nine Months Ended September 30,				June 30,				June 30,
(In millions)	2014		2013		2014		2013		2015		2014		2015		2014
Medical claims expense	$	4,153	$	3,913	$	12,403	$	11,864
Medical costs									$	4,577	$	4,219	$	9,181	$	8,250
Mail order pharmacy costs	499		390		1,382		1,096		529		469		1,021		883
Operating expenses (excluding special items)	1,501		1,375		4,411		4,054
Special item	-		-		-		37
Operating expenses									1,529		1,420		3,144		2,824
Amortization of other acquired intangible assets									33		42		69		86
Total benefits and expenses	$	6,153	$	5,678	$	18,196	$	17,051	$	6,668	$	6,150	$	13,415	$	12,043

~~Table of Contents~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

Selected ratios

2014

2013

2014

2013

US Commercial Guaranteed Cost medical care ratio (1)

80.8%

82.9%

80.1%

79.8%

Medicare Advantage medical care ratio (2)

84.3%

85.5%

83.9%

84.2%

Medicare Part D medical care ratio (2)

82.8%

69.9%

90.6%

88.2%

Operating expense ratio (including special items)

21.9%

21.8%

21.8%

21.6%

Operating expense ratio (excluding special items)

21.9%

21.8%

21.8%

21.4%

(1) Excludes Cigna’s international health care business and stop loss products associated with experience-rated and service customers. Includes rebates determined in accordance with Health Care Reform, as well as the effect of the government risk mitigation programs effective January 1, 2014.

~~(2) Includes rebates determined in accordance with Health Care Reform, effective January 1, 2014.~~

	Three Months Ended		Six Months Ended
	June 30,		June 30,
Selected ratios	2015	2014	2015	2014
Medical Care Ratios:
Commercial	77.5%	78.9%	76.3%	76.9%
Government	84.4%	85.5%	86.9%	86.0%
Consolidated Global Health Care	80.2%	81.3%	80.6%	80.3%
Operating expense ratio	20.4%	20.9%	21.0%	21.0%

Medical ~~claims expense.~~costs. The increases for the three months and ~~nine~~the six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013~~2014, reflect customer growth in all government products and, to a lesser extent, medical cost ~~inflation~~inflation.

The commercial medical care ratio decreased for the three months and ~~higher utilization of medical services~~the six months ended June 30, 2015, compared with the same periods in 2014, primarily driven by improved results in the U.S. individual ~~business. These effects were partially offset by lower commercial~~business, including the impact of the risk ~~group membership and the exit from the limited benefits business.~~mitigation programs under Health Care Reform.

The ~~U.S. commercial guaranteed cost~~government medical care ratio decreased for the three months ended ~~September~~June 30, ~~2014,~~2015, compared with the same period in ~~2013, primarily~~2014, due to ~~rate increases to cover new taxes and fees mandated by Health Care Reform and favorable prior period reserve development in~~improved Medicare Advantage revenue. For the ~~U.S. individual business, partially offset by~~six months ended June 30, 2015, the ~~exit from the limited benefits business. The guaranteed cost~~government medical care ratio increased, ~~slightly for the nine months ended September 30, 2014,~~ compared with the same period in ~~2013, mostly~~2014, due to ~~a higher medical care ratio~~an increase in ~~the U.S. individual business and the exit from the limited benefits business, partially offset by rate increases to cover new taxes and fees mandated by Health Care Reform.~~

~~The~~ Medicare Part D ~~medical care ratio~~utilization.

Operating expenses. Operating expenses increased for the three months and the six months ended ~~September~~June 30, 2015, compared with the same periods in 2014, primarily reflecting increased volume-related expenses and business-initiative investments.

The operating expense ratio decreased slightly for the three months ended June 30, 2015, compared with the same period in ~~2013, primarily due to~~2014, reflecting higher ~~pharmacy expenses driven by higher unit costs including Hepatitis C-related costs.~~

~~Operating expenses.~~revenue and benefits resulting from disciplined expense management. For the ~~Operating expenses increased 9% for the three months and nine~~six months ended ~~September~~June 30, ~~2014~~2015, the operating expense ratio was flat, compared with the same ~~periods in 2013. Excluding the 2013 special item and the taxes and fees mandated by Health Care Reform that became effective~~period in 2014, ~~operating expenses increased 3% for the three months and 2% for the nine months ended September 30, 2014 compared with the same periods in 2013. These increases~~ primarily ~~reflect~~reflecting increased volume-related expenses and ~~higher spending to enhance our capabilities, partially offset by cost efficiencies.~~

The operating expense ratios, both including and excluding special items, increased slightly for the three months and nine months ended September 30, 2014, compared with the same periods in 2013. Excluding the new taxes and fees mandated by Health Care Reform that became effective in 2014, the operating expense ratios decreased for the three months and nine months ended September 30, 2014 compared with the same periods in 2013, reflecting cost efficiencies and higher revenue, partiallybusiness-initiative investments, offset by higher ~~spending to enhance our capabilities.~~revenue.

~~Effective Tax Rates.~~ The increases in the segment’s effective tax rates for the three months and nine months ended September 30, 2014 compared to the same periods in 2013 were attributable to the 2014 health insurance industry tax that is not tax deductible, and, to a lesser extent, the absence of tax benefits related to certain of the segment’s foreign operations in the third quarter of 2013.

~~Table of Contents~~

Other Items Affecting Health Care Results

Global Health Care Medical ~~Claims~~Costs Payable

Medical ~~claims~~costs payable is higher at ~~September~~June 30, ~~2014~~2015 compared to December 31, ~~2013,~~2014, primarily reflecting ~~higher~~the seasonal buildup of stop loss ~~reserves.~~reserves, as well as customer growth in the Government segment. (See Note 4 to the Consolidated Financial Statements for additional ~~information).~~information.)

Medical Customers

A medical customer is defined as a person meeting any one of the following criteria:

· is covered under an insurance policy, managed care arrangement, or service agreement issued by us;

· has access to our provider network for covered services under their medical plan; or

· has medical claims that are administered by us.

As of ~~September~~June 30, ~~2014,~~ estimated total medical customers were as follows:

(In thousands)	2014	2013	2015	2014
Commercial Risk:
U.S. Guaranteed cost (1)	929	957
U.S. Guaranteed cost			869	943
U.S. Experience-rated	836	789	839	814
International health care - risk	760	773	787	753
Total commercial risk(1)	2,525	2,519
Total commercial risk			2,495	2,510
Medicare	456	463	491	455
Medicaid	58	25	65	30
Total government	514	488	556	485
Total risk (1)	3,039	3,007
Total risk			3,051	2,995
Service, including international health care	11,307	11,131	11,720	11,252
Total medical customers (excluding limited benefits)	14,346	14,138
Limited benefits	-	162
Total medical customers	14,346	14,300	14,771	14,247

~~(1) 2013 excludes limited benefits customers.~~Our

~~In connection with Health Care Reform, we exited the limited benefits business effective December 31, 2013. Excluding this impact, our~~ medical customer base as of ~~September~~June 30, ~~2014~~2015 was higher than the same period in ~~2013,~~2014, primarily driven by ~~continued growth~~the acquisition of QualCare Alliance Networks, Inc. on February 28, 2015, as well as strong retention and sales in ~~the select, individual, and government~~our targeted market ~~segments, partially offset by a decline in the national market segment.~~segments.

Global Supplemental Benefits Segment

As described in the Segment Reporting introduction on page 49, the performance of the Global Supplemental Benefits segment is measured using adjusted income from operations as calculated in the table below. The key factors affecting ~~segment earnings and~~ adjusted income from operations for this segment are:

· premium growth, including new business and customer retention;

· ~~benefits expense~~benefit expenses as a percentage of ~~earned premium and fees~~premiums (loss ratio);

· operating ~~expense~~expenses and acquisition ~~expense~~expenses as a percentage of ~~segment~~operating revenues (expense ratio and acquisition cost ratio); and

· the impact of foreign currency movements.

Throughout this discussion and the table presented below, prior period currency ~~adjusted segment earnings,~~ adjusted income from operations, revenues, and benefits and expenses are calculated by applying the actual current period’s exchange rates to reported results in the prior period. A strengthening U.S. Dollar against foreign currencies decreases ~~segment earnings and~~ adjusted income from operations, while a weakening U.S. Dollar produces the opposite effect.

55Results of Operations

	Three Months Ended						Six Months Ended
FINANCIAL SUMMARY	June 30,						June 30,
(In millions)	2015		2014		% Change		2015		2014		% Change
Premiums	$	744	$	715	4	%	$	1,473	$	1,389	6	%
Fees and other revenues	12		14		(14)		26		30		(13)
Net investment income	26		28		(7)		52		54		(4)
Operating revenues	782		757		3		1,551		1,473		5
Realized investment gains (losses)	(2)		-		N/M		1		-		N/M
Total revenues	780		757		3		1,552		1,473		5
Benefit expenses	411		383		7		820		743		10
Operating expenses	281		286		(2)		556		566		(2)
Amortization of other acquired intangible assets	6		6		-		14		14		-
Benefits and expenses	698		675		3		1,390		1,323		5
Income before taxes	82		82		-		162		150		8
Income taxes	15		21		(29)		30		35		(14)
Income (loss) attributable to noncontrolling interests	(3)		-		N/M		(5)		1		N/M
Shareholders’ net income from Global Supplemental Benefits	70		61		15		137		114		20
After-tax adjustments required to reconcile to adjusted income from operations:
Realized investment (gains) losses	3		-				-		-
Amortization of other acquired intangible assets	4		3				9		7
Adjusted income from operations(1)	$	77	$	64	20	%	$	146	$	121	21	%
Premiums, using actual 2015 currency exchange rates	$	744	$	673	11	%	$	1,473	$	1,322	11	%
Adjusted income from operations, using actual 2015 currency exchange rates	$	77	$	59	31	%	$	146	$	114	28	%
Loss ratio	55.2%		53.6%		160	bps	55.7%		53.5%		220	bps
Acquisition cost ratio	18.4%		20.7%		(230)	bps	18.6%		21.5%		(290)	bps
Expense ratio (excluding acquisition costs)	17.5%		17.0%		50	bps	17.3%		16.9%		40	bps

(1) Adjusted income from operations is our principal measure of segment profitability.

Adjusted income from operations. The increases in adjusted income from operations for the three months and six months ended June 30, 2015, compared with the same periods in 2014, were primarily driven by lower policy acquisition cost ratios, business growth and lower income taxes, partially offset by higher expense ratios and loss ratios and the unfavorable impacts of foreign currency movements.

Table of Contents

~~Results of Operations~~

Three Months Ended

Nine Months Ended

FINANCIAL SUMMARY

September 30,

September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Premiums and fees

$
743

$
634

17
%
$
2,145

$
1,851

16
%
Net investment income

28

25

12

82

75

9

Other revenues

4

4

-

21

21

-

Segment revenues

775

663

17

2,248

1,947

15

Benefits and expenses

698

612

14

2,021

1,753

15

Income before taxes

77

51

51

227

194

17

Income taxes (benefits)

(4)

12

(133)

31

48

(35)

Income (loss) attributable to noncontrolling interests

(2)

-

n/m

(1)

3

(133)

Segment earnings

83

39

113

197

143

38

Adjusted income from operations

$
83

$
39

113
%
$
197

$
143

38
%
Segment earnings and adjusted income from operations, using actual 2014 currency exchange rates

$
83

$
42

98
%
$
197

$
150

31
%
Realized investment gains (losses), net of taxes

$
-

$
(1)

100
%
$
-

$
5

(100)
%
Effective tax rate

-5.2%

23.5%

n/m
bps
13.7%

24.7%

n/m
bps

~~The increase in segment earnings for the three months and~~ nine months ended September 30, 2014 compared with the same periods in 2013 was primarily driven by favorable tax-related items of $21 million (see effective tax rate discussion below), a lower acquisition cost ratio and business growth, partially offset by a higher loss ratio driven by a business mix shift.

Revenues

Premiums ~~and fees~~increased for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014. Applying actual 2014 currency exchange rates to 2013 results, premiums and fees increased by 13% for the three months and the nine months ended September 30, 2014,~~2015, compared with the same periods in ~~2013. These increases were~~2014, primarily ~~attributable~~due to new sales, particularly in South Korea and the U.S., reflecting both customer growth and sales of higher premium ~~products.~~products, largely offset by the unfavorable impact of foreign currency movements.

Net investment income ~~increased~~was slightly lower for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with the same periods ~~last year, primarily due to asset growth, particularly~~ in ~~South Korea.~~2014 reflecting lower yields and unfavorable foreign currency movements mostly offset by higher investment balances.

Benefits and Expenses

~~Benefits and~~Benefit expenses increased for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014. Applying actual 2014 currency exchange rates to 2013 results, benefits and expenses increased by 10% for the three months and 13% for the nine months ended September 30, 2014,~~2015, compared with the same periods in ~~2013. The increase primarily reflects~~2014 reflecting business growth and higher claims, primarily in ~~South Korea~~the U.S. partially offset by foreign currency movements. Applying actual 2015 currency exchange rates to 2014 results, benefit expenses increased by 13% for the three months ended June 30, 2015 and by 15% for the ~~U.S.~~six months ended June 30, 2015, compared with the same periods in 2014.

Loss ratios increased for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013,~~2014, primarily reflecting a shift in business mix toward products with higher loss ~~ratios.~~ratios, particularly in the U.S.

~~Acquisition cost ratios~~Operating expenses include both policy acquisition costs and other operating expenses. Overall, operating expenses decreased for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013,~~2014. These decreases reflected lower acquisition costs and the impact of foreign currency movements partially offset by higher operating costs. Applying actual 2015 currency exchange rates to 2014 results, operating expenses increased by 5% for the three months ended June 30, 2015 and by 4% for the six months ended June 30, 2015, compared with the same periods in 2014.

The acquisition cost ratio decreased for the three months and six months ended June 30, 2015, compared with the same periods in 2014, reflecting a shift toward higher premium products with lower acquisition costs and ~~more disciplined spending. Policy acquisition expenses decreased for the three months ended September 30, 2014, compared with the same period in 2013, reflecting lower solicitation spending~~greater sales efficiency in the ~~third quarter, primarily in~~UK and South Korea and Turkey. Policy acquisition expenses increased for the nine months ended September 30, 2014 compared with the same period in 2013, reflecting higher solicitation spending in the first half of 2014, primarily in South Korea, the U.K. and the U.S.Korea.

~~Expense ratios~~The operating expense ratio (excluding acquisition costs) increased ~~slightly~~ for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared to the same periods ~~last year,~~in 2014, reflecting strategic investments, ~~largely~~partially offset by operating efficiencies.

~~Effective tax rates.~~ ~~Effective tax rates decreased for the three months and nine months ended September 30, 2014 compared with the~~

~~Table of Contents~~

~~same periods in 2013, reflecting favorable tax related items reported in the third quarter, primarily the favorable effect of expanding our capital management strategy.~~

Other Items Affecting Global Supplemental Benefits Results

For our Global Supplemental Benefits segment, South Korea is the single largest geographic market. South Korea generated ~~52%~~51% of the segment’s revenues and ~~70%~~71% of the segment’s earnings for the ~~nine~~six months ended ~~September~~June 30, 2014. Due to the concentration of business in South Korea, the Global Supplemental Benefits segment is exposed to potential losses resulting from economic, regulatory and geopolitical developments in that country, as well as foreign currency movements affecting the South Korean currency, that could have a significant impact on the segment’s results and our consolidated financial results. In South Korea and certain other geographic markets, we continue to innovate and broaden our product distribution capabilities to support business growth and mitigate potential adverse effects of increased data privacy requirements and other risks to telemarketing distribution.2015. For the ~~nine~~six months ended ~~September~~June 30, ~~2014,~~2015, our Global Supplemental Benefits segment operations in South Korea represented 5%4% of our total consolidated revenues and 8%9% of shareholders’ net income.

Group Disability and Life Segment

~~Key~~As described in the Segment Reporting introduction on page 49, the performance of the Group Disability and Life segment is measured using adjusted income from operations as calculated in the table below. The key factors affecting ~~segment earnings and~~ adjusted income from operations for this segment are:

· premium growth, including new business and customer retention;

· net investment income;

· ~~benefits expense~~benefit expenses as a percentage of ~~earned~~ premiums (loss ratio); and

· ~~other~~ operating ~~expense~~expenses as a percentage of ~~earned~~ premiums and fees and other revenues (expense ratio).

~~Results of Operations~~54

Three Months Ended

Nine Months Ended

FINANCIAL SUMMARY

September 30,

September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Premiums and fees

$
909

$
848

7
%
$
2,715

$
2,552

6
%
Net investment income

80

82

(2)

246

238

3

Other revenues

1

-

n/m

1

1

-

Segment revenues

990

930

6

2,962

2,791

6

Benefits and expenses

910

801

14

2,626

2,523

4

Income before income taxes

80

129

(38)

336

268

25

Income taxes

25

37

(32)

104

74

41

Segment earnings

55

92

(40)

232

194

20

Less special items (after-tax) included in segment earnings:

Charge for disability claims regulatory matter (See Note 16 to the Consolidated Financial Statements)

-

-

-

-

(51)

100

Adjusted income from operations

$
55

$
92

(40)
%
$
232

$
245

(5)
%
Realized investment gains, net of taxes

$
2

$
6

(67)
%
$
15

$
36

(58)
%
Effective tax rate

31.3%

28.7%

260
bps
31.0%

27.6%

340
bps

For the three months ended September 30, 2014, segment earnings and adjusted income from operations decreased compared with the same period in 2013 due to less favorable impacts of reserve reviews and higher life and disability claim costs, including the effect of discount rates. Results for the three months ended September 30, 2014 included the favorable after-tax effect of reserve reviews of $8 million as compared to $26 million in the same period in 2013.

For the nine months ended September 30, 2014, segment earnings increased compared with the same period in 2013 due primarily to the absence of the $51 million after-tax charge related to a disability claims regulatory matter. For the same period, the decrease in adjusted income from operations was primarily driven by higher long-term disability claim costs and less favorable impacts of reserve reviews, partially offset by favorable life results. Long-term disability claim costs were lower in the prior period in part due to the $20 million favorable after-tax effect of a higher discount rate on claims incurred in 2013, resulting from the reallocation of higher yielding assets to the disability and life portfolio that had previously supported liabilities in the run-off reinsurance business. The favorable after-tax effects of reserve reviews were $45 million for the nine months ended September 30, 2014 and $55 million for the

Table of Contents

Results of Operations

	Three Months Ended						Six Months Ended
FINANCIAL SUMMARY	June 30,						June 30,
(In millions)	2015		2014		% Change		2015		2014		% Change
Premiums	$	954	$	868	10	%	$	1,908	$	1,762	8	%
Fees and other revenues	24		23		4		46		44		5
Net investment income	85		85		-		168		166		1
Operating revenues	1,063		976		9		2,122		1,972		8
Realized investment gains	8		9		(11)		30		20		50
Total revenues	1,071		985		9		2,152		1,992		8
Benefit expenses	699		617		13		1,471		1,327		11
Operating expenses	209		199		5		422		389		8
Benefits and expenses	908		816		11		1,893		1,716		10
Income before income taxes	163		169		(4)		259		276		(6)
Income taxes	52		53		(2)		83		86		(3)
Shareholders’ net income from Group Disability and Life	111		116		(4)		176		190		(7)
After-tax adjustments required to reconcile to adjusted income from operations:
Realized investment (gains)	(5)		(6)				(19)		(13)
Adjusted income from operations(1)	$	106	$	110	(4)	%	$	157	$	177	(11)	%
Loss ratio	73.3%		71.1%		220	bps	77.1%		75.3%		180	bps
Operating expense ratio	21.4%		22.3%		(90)	bps	21.6%		21.5%		10	bps

(1) Adjusted income from operations is our principal measure of segment profitability.

Adjusted income from operations. The decrease for the three months ended June 30, 2015, compared with the same period in ~~2013.~~2014, was due to unfavorable disability claims experience, partially offset by a lower operating expense ratio and favorable life claims experience. Disability results for the three months ended June 30, 2015 included the favorable after-tax effect of reserve reviews of $37 million, compared to $35 million for the same period in 2014.

The decrease for the six months ended June 30, 2015, compared with the same period in 2014, was due to unfavorable disability claims experience and lower life results. Results for the six months ended June 30, 2015 and 2014 included the favorable after-tax effect of reserve reviews of $37 million.

Revenues

Premiums ~~and fees~~ increased for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same periods in ~~2013~~2014, reflecting new business growth due to disability and life sales ~~growth~~ and continued strong ~~persistency.~~customer retention.

Net investment income ~~decreased~~was flat for the three months and increased slightly for the six months ended ~~September~~June 30, ~~2014~~2015, compared with the same ~~period~~periods in ~~2013~~2014, driven by ~~lower yields, partially offset by~~ higher ~~invested assets. Net investment income increased for the nine months ended September 30, 2014 compared with the same period in 2013 due to higher invested~~ assets ~~partially~~ offset by lower yields.

Benefits and Expenses

~~Benefits and~~Benefit expenses increased for the three months ended ~~September~~June 30, ~~2014~~2015, compared with the same period in ~~2013~~2014, due ~~primarily~~ to business growth and unfavorable disability claims experience largely driven by higher reopened claims in the ~~less~~period, partially offset by favorable ~~impact of reserve reviews and higher disability and~~ life claims experience due to lower claim ~~costs. The increased disability claim costs include the effects of lower discount rates compared with the prior year. Benefits and~~incidence. Benefit expenses for the three months ended ~~September~~June 30, ~~2014 included favorable before-tax impacts from reserve reviews of $13 million, compared with $36 million for the same period in 2013.~~

Benefits and expenses increased for the nine months ended September 30, 2014 compared with the same period in 2013 due primarily to business growth, less favorable impacts of reserve reviews and unfavorable disability results, partially offset by the absence of the $77 million before-tax charge for the disability claims regulatory matter and favorable life results. Less favorable disability results reflect both lower discount rates and lower case resolutions in 2014. Benefits and expenses for the nine months ended September 30, 20142015 included the before-tax favorable impact of reserve reviews of ~~$65~~$58 million, compared with ~~$78~~$50 million for the same period in 2013. Benefits and expenses for the nine months ended September 30, 2013 also included $28 million in before-tax favorable effects from higher discount rates for 2013 incurred claims, mainly driven by the reallocation of higher yielding assets to the disability and life portfolio that had previously supported liabilities in the run-off reinsurance business.2014.

~~Effective Tax Rates~~

~~Group Disability and Life’s effective tax rate~~Benefit expenses increased for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015, compared with the same period in ~~2013 primarily as a result~~2014, due to business growth and unfavorable disability and life results. Disability claims experience was driven by higher reopened claims while life claims experience reflected higher claim sizes. Benefit expenses for the six months ended June 30, 2015 included the before-tax favorable impact of ~~a decline~~reserve reviews of $57 million, compared with $52 million for the same period in ~~the proportion of the segment’s income that was attributable to tax-exempt interest.~~2014.

5855

Table of Contents

Operating expense ratio. The decrease in the operating expense ratio for the three months ended June 30, 2015, compared with the same period in 2014, reflected strong operating expense management. The operating expense ratio was flat for the six months ended June 30, 2015 compared with the same period in 2014.

Other Operations

~~As discussed at~~Description

Cigna’s COLI business contributes the ~~beginning~~majority of ~~the segment reporting section of this MD&A, in the first quarter of 2014, we combined the results of the Run-off Reinsurance segment with other immaterial segments~~earnings in Other Operations. ~~Prior year information has been conformed to~~Other Operations also includes the ~~current year presentation.~~results from the run-off reinsurance and settlement annuity business, as well as the remaining deferred gains recognized from the sale of the individual life insurance and annuity and retirement benefits businesses.

Results of Operations

Three Months Ended

Nine Months Ended

FINANCIAL SUMMARY

September 30,

September 30,

(In millions)

2014

2013

% Change

2014

2013

% Change

Premiums and fees

$
32

$
25

28
%
$
85

$
79

8
%
Net investment income

95

98

(3)

290

308

(6)

Other revenues

3

4

(25)

10

(27)

n/m

Segment revenues

130

127

2

385

360

7

Benefits and expenses

103

96

7

314

1,019

(69)

Income (loss) before taxes

27

31

(13)

71

(659)

n/m

Income taxes (benefits)

8

(4)

n/m

22

(247)

n/m

Segment earnings (loss)

19

35

(46)

49

(412)

n/m

Less: results of GMIB business

-

25

Charge related to reinsurance transaction

-

(507)

Adjusted income from operations

$
19

$
35

(46)
%
$
49

$
70

(30)
%
Realized investment gains (losses), net of taxes

$
1

$
(2)

n/m
%
$
9

$
21

(57)
%
Effective tax rate

29.6%

-12.9%

n/m
bps
31.0%

37.5%

n/m
bps

	Three Months Ended						Six Months Ended
FINANCIAL SUMMARY	June 30,						June 30,
(In millions)	2015		2014		% Change		2015		2014		% Change
Premiums	$	28	$	27	4	%	$	56	$	53	6	%
Fees and other revenues	2		3		(33)		6		7		(14)
Net investment income	94		98		(4)		186		195		(5)
Operating revenues	124		128		(3)		248		255		(3)
Realized investment gains (losses)	7		(2)		N/M		6		12		(50)
Total revenues	131		126		4		254		267		(5)
Benefit expenses	89		100		(11)		177		196		(10)
Operating expenses	9		9		-		17		15		13
Benefits and expenses	98		109		(10)		194		211		(8)
Income before taxes	33		17		94		60		56		7
Income taxes	8		5		60		16		18		(11)
Shareholders’ net income from Other Operations	25		12		108		44		38		16
After-tax adjustments required to reconcile to adjusted income from operations:
Realized investment (gains) losses	(7)		1				(6)		(8)
Adjusted income from operations(1)	$	18	$	13	38	%	$	38	$	30	27	%

~~Segment earnings and adjusted~~(1) Adjusted income from operations ~~decreased~~is our principal measure of segment profitability.

Adjusted income from operations increased for the three months and six months ended ~~September~~June 30, ~~2014~~2015, compared with the same ~~period~~periods in ~~2013, primarily reflecting the absence of the $14 million favorable impact of the 2009-2010 IRS examinations completed during the third quarter of 2013.~~

~~Segment earnings improved significantly for the nine months ended September 30,~~ 2014, ~~compared with the same period in 2013,~~ primarily due to ~~the absence of the $507 million after-tax charge associated with the 2013 Berkshire reinsurance transaction, partially offset by the absence of GMIB gains of $25 million after-tax~~improved mortality experience in ~~2013. See Note 5 to the Consolidated Financial Statements for additional information.~~

Adjusted income from operations decreased for the nine months ended September 30, 2014 compared with the same period last year, primarily reflecting the absence of the $14 million favorable impact of the 2009-2010 IRS examinations completed during the third quarter of 2013 and higher COLI claims experience.

~~Revenues~~COLI.

Premiums ~~and fees.~~ ~~Premiums and fees~~ reflect revenue primarily from universal and whole life insurance policies in the COLI business. Premiums ~~and fees~~ increased for the ~~time~~three months and six months ended June 30, 2015, compared with the same periods ~~presented and primarily reflect strong persistency as well as the impact of higher mortality~~ in 2014, ~~on experience-rated business.~~primarily due to strong persistency.

Net investment income. ~~Net investment income~~ decreased for the three months and six months ended ~~September~~June 30, ~~2014~~2015, compared with the same ~~period~~periods in ~~2013,~~2014, primarily due to lower average ~~assets. For the nine months ended September 30, 2014, the decline primarily reflected the selling or reallocating of investment assets as a result of the reinsurance transaction with Berkshire.~~yields.

~~Other revenues~~Benefit expenses. ~~Other revenues were flat~~ decreased for the three months and six months ended ~~September~~June 30, ~~2014~~2015, compared with the same ~~period~~periods in 2013. For the nine months ended September 30, 2013, other revenues included losses of $39 million associated with a dynamic hedge program for the run-off reinsurance business that was discontinued in 2013 with the effective exit from the GMDB and GMIB businesses. Excluding this hedge activity, other revenues were slightly lower for the nine months ended September 30, 2014, ~~compared with the same period in 2013~~primarily due to ~~lower deferred gain amortization related to the sold retirement benefits and individual life insurance and annuity businesses.~~improved claims experience in COLI.

5956

Table of Contents

~~Benefits and expenses~~

Benefits and expenses increased for the three months ended September 30, 2014 compared with the same period in 2013, primarily due to higher claims experience in the COLI business offset by lower operating expenses. Benefits and expenses decreased for the nine months ended September 30, 2014, compared with the same period in 2013 primarily due to the absence of GMDB and GMIB activity of $709 million resulting largely from the Berkshire transaction in 2013, partially offset by higher claims experience in the COLI business.

Corporate

Description

Corporate reflects amounts not allocated to operating segments, such as net interest expense (defined as interest on corporate debt less net investment income on investments not supporting segment operations), interest on uncertain tax positions, certain litigation matters, intersegment eliminations, compensation cost for stock options, expense associated with our frozen pension plans and certain ~~corporate~~overhead and project ~~costs and corporate overhead expenses such as directors’ expenses.~~costs.

	Three Months Ended								Nine Months Ended								Three Months Ended							Six Months Ended
FINANCIAL SUMMARY	September 30,								September 30,								June 30,							June 30,
(In millions)	2014			2013			% Change		2014			2013			% Change		2015		2014			% Change		2015		2014		% Change
Segment loss	$	(72	)	$	(54	)	(33)	%	$	(203	)	$	(167	)	(22)	%
Shareholders’ net loss from Corporate																	$	(130)	$	(36	)	(261)	%	$	(201)	$	(111)	(81)	%
After-tax adjustments required to reconcile to adjusted loss from operations:
Realized investment (gains)																	-		(20		)			-		(20)
Special item (see Note 12 to the Consolidated Financial Statements)																	65		-					65		-
Adjusted loss from operations	$	(72	)	$	(54	)	(33)	%	$	(203	)	$	(167	)	(22)	%	$	(65)	$	(56	)	(16)	%	$	(136)	$	(131)	(4)	%
Realized investment gains, net of taxes	$	1		$	-		n/m	%	$	21		$	-		n/m	%

Corporate’s ~~segment~~adjusted loss from operations increased for the three months and ~~nine~~six months ended ~~September~~June 30, 2015, compared with the same periods in 2014, ~~primarily~~ due to ~~an increase in taxes related to certain employee stock compensation costs that are not deductible for income~~lower tax ~~purposes under Health Care Reform.~~benefits.

INVESTMENT ASSETS

The following table presents our invested asset portfolio, excluding separate account assets, as of ~~September~~June 30, ~~2014~~2015 and December 31, 2013. Overall invested assets have increased during 2014, reflecting increased investment in fixed maturities and the impact of decreased market yields on asset valuations. These investments do not include separate account assets.

(In millions)

September 30,
2014

December 31,
2013

Fixed maturities

$
18,797

$
16,486

Equity securities

190

141

Commercial mortgage loans

2,058

2,252

Policy loans

1,436

1,485

Real estate

62

97

Other long-term investments

1,365

1,273

Short-term investments

153

631

Total

$
24,061

$
22,365

2014. Additional information regarding our investment assets and related accounting policies is included in Notes 2, 7, 8, 9, 10 and 13 to the Consolidated Financial Statements. More detailed information about fixed maturities by type of issuer, maturity dates, and, for mortgages, by debt service coverage and loan-to-value ratios is included in Note 8 to the Consolidated Financial Statements and Notes 10 and 11 to the Consolidated Financial Statements in our 2013 Form 10-K.

	June 30,		December 31,
(In millions)	2015		2014
Fixed maturities	$	18,569	$	18,983
Equity securities	189		189
Commercial mortgage loans	2,054		2,081
Policy loans	1,439		1,438
Other long-term investments	1,471		1,488
Short-term investments	97		163
Total	$	23,819	$	24,342

Fixed Maturities

Investments in fixed maturities include publicly traded and privately placed debt securities, mortgage and other asset-backed securities and preferred stocks redeemable by the ~~investor and hybrid and trading securities.~~investor. These investments are ~~generally~~ classified as available for sale and are carried at fair value on our balance sheet. Additional information regarding valuation methodologies, key inputs and controls is included in Note 7 ofto the Consolidated Financial Statements. More detailed information about fixed maturities by type of issuer, maturity dates, and, for mortgages, by debt service coverage and loan-to-value ratios is included in Note 8 to the Consolidated Financial Statements and Notes 10 and 11 to the Consolidated Financial Statements in our 2014 Form 10-K.

~~Table of Contents~~

The following table reflects our fixed maturity portfolio by type of issuer as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013:~~2014:

					June 30,		December 31,
(In millions)	September 30, 2014		December 31, 2013		2015		2014
Federal government and agency	$	1,242	$	880	$	829	$	954
State and local government	1,948		2,144		1,771		1,856
Foreign government	1,857		1,444		1,957		1,940
Corporate	12,949		10,981		13,436		13,498
Federal agency mortgage-backed	12		76
Other mortgage-backed	74		77
Mortgage-backed					57		85
Other asset-backed	715		884		519		650
Total	$	18,797	$	16,486	$	18,569	$	18,983

The fixed maturity portfolio ~~increased~~decreased approximately ~~$2.3~~$0.4 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2014,~~2015, reflecting ~~increased investment in fixed maturities and~~ the impact of ~~decreased~~increased market yields on asset valuations. Although overall asset values are well in excess of amortized cost, there are specific securities with amortized cost in excess of fair value by ~~$36~~$106 million in aggregate as of ~~September~~June 30, ~~2014.~~2015. See Note 8 to the Consolidated Financial Statements for further information.

As of ~~September~~June 30, ~~2014, $17.0~~2015, $16.6 billion, or ~~90%~~89%, of the fixed maturities in our investment portfolio were investment grade (Baa and above, or equivalent), and the remaining ~~$1.8~~$2.0 billion were below investment grade. The majority of the bonds that are below investment grade are rated at the higher end of the non-investment grade spectrum. These quality characteristics have not materially changed since December 31, ~~2013.~~2014.

Our investment in state and local government securities, with an average quality rating of Aa2 as of June 30, 2015, is diversified by issuer and geography with no single exposure greater than $28 million. We assess each issuer’s credit quality based on a fundamental analysis of underlying financial information and do not rely solely on statistical rating organizations or monoline insurer guarantees. We carry approximately $3 million of fixed maturities issued in Puerto Rico that are held on deposit under insurance regulations.

We invest in high quality foreign government obligations, with an average quality rating of Aa3 as of June 30, 2015. These investments are primarily concentrated in Asia consistent with the geographic distribution of our international business operations. Foreign government obligations also include $219 million of investments in European sovereign debt, none of which are in countries with significant political or economic concerns (Portugal, Italy, Ireland, Greece and Spain).

Corporate fixed maturities include private placement investments of ~~$5.0~~$5.2 billion that are generally less marketable than publicly-traded bonds. However, yields on these investments tend to be higher than yields on publicly-traded bonds with comparable credit risk. We perform a credit analysis of each issuer, diversify investments by industry and issuer and require financial and other covenants that allow us to monitor issuers for deteriorating financial strength and pursue remedial actions, if warranted. At ~~September~~June 30, ~~2014,~~2015, corporate fixed maturities include ~~$361~~$324 million of investments in companies that are domiciled or have significant business interests in ~~European countries with significant political or economic concerns (Portugal,~~ Italy, Ireland, ~~Greece~~ and ~~Spain).~~Spain. These investments have an average quality rating of Baa3 and are diversified by industry sector, including approximately 5% invested in financial institutions. We have no fixed maturities in companies that are domiciled or have significant business interests in Portugal or Greece. Corporate fixed maturities also include investments in the energy and natural gas sector of $1.4 billion that have an average quality rating of Baa2 and are diversified by ~~industry sector, including approximately 2% invested in financial institutions.~~

We invest in high quality foreign government obligations, with an average quality rating of Aa3 as of September 30, 2014. These investments are primarily concentrated in Asia consistent with the geographic distribution of our international business operations. Foreign government obligations also include $249 million of investments in European sovereign debt, none of which are in countries with significant political or economic concerns.

~~Our investments in state and local government securities are diversified by~~ issuer ~~and geography~~ with no single exposure greater than ~~$28~~$37 million. We assess each issuer’s credit quality based on a fundamental analysis of underlying financial information and do not rely solely on statistical rating organizations or monoline insurer guarantees. As of September 30, 2014, 98% of our investments in these securities were rated A3 or better excluding guarantees by monoline bond insurers, consistent with the prior year.

As of September 30, 2014, we had no direct investments in monoline bond insurers. Guarantees provided by various monoline bond insurers for certain investments in state and local governments and other asset-backed securities totaled $1.6 billion as of September 30, 2014. More detailed information about guarantees provided by monoline bond insurers is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2013 Form 10-K.

Commercial Mortgage Loans

Our commercial mortgage loans are fixed rate loans, diversified by property type, location and borrower. Loans are secured by high quality commercial properties and are generally made at less than 75% of the property’s value at origination of the loan. Property value, debt service coverage, quality, building tenancy and stability of cash flows are all important financial underwriting considerations. We hold no direct residential mortgage loans and do not securitize or service mortgage loans.

~~Table of Contents~~

We completed an annual in-depth review of our commercial mortgage loan portfolio during the second quarter of ~~2014.~~2015. This review included an analysis of each property’s year-end ~~2013~~2014 financial statements, rent rolls, operating plans and budgets for ~~2014,~~2015, a physical inspection of the property and other pertinent factors. Based on ~~property values and cash flows estimated as part of~~ this review, ~~and subsequent fundings and repayments,~~ the portfolio’s average loan-to-value ratio improved to ~~62%~~56% at ~~September~~June 30, ~~2014 from 64%~~2015 as compared to 63% at December 31, ~~2013,~~2014, reflecting ~~a modest increase~~the recovery in values for high quality commercial real estate. The portfolio’s average debt service coverage ratio ~~also~~ improved ~~increasing~~ to ~~1.66~~1.85 at ~~September~~June 30, ~~2014~~2015 from ~~1.62~~1.66 at December 31, ~~2013.~~2014

reflecting payoffs of loans with below average debt service coverage ratios and increased operating income across most underlying properties. See Note 8 to the Consolidated Financial Statements for further information.

Commercial real estate capital markets remain most active for well-leased, quality commercial real estate located in strong institutional investment markets. The vast majority of properties securing the mortgages in our mortgage loan portfolio possess these characteristics. ~~While commercial real estate fundamentals continued to improve, the improvement has varied across geographies and property types.~~

The commercial mortgage loan portfolio consists of approximately ~~110~~75 loans, including ~~six~~three impaired loans with a carrying value totaling ~~$166~~$104 million, net of $10 million in reserves, that are classified as problem or potential problem loans. ~~Three~~Two of these loans, totaling ~~$86~~$84 million, ~~net of $4 million in reserves,~~ are current based on restructured terms and ~~three loans totaling $80 million, net of $8 million in reserves, are current. All of the~~all remaining loans continue to perform under their contractual terms. We have ~~$198~~$367 million of loans maturing in the next twelve months. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash investment or equity value averaging 30%, we remain confident that ~~the vast majority of~~ borrowers will continue to perform as expected under their contract terms.

Other Long-term Investments

~~Our other~~Other long-term investments of $1.5 billion primarily include ~~$1.2 billion~~investments in security partnership and real estate funds as well as direct investments in real estate joint ventures. The funds typically invest in mezzanine debt or equity of privately held companies (securities partnerships) and equity real estate. Given our subordinate position in the capital structure of these underlying entities, we assume a higher level of risk for higher expected returns. To mitigate risk, investments are diversified across approximately ~~100~~105 separate partnerships, and approximately 6065 general partners who manage one or more of these partnerships. Also, the funds’ underlying investments are diversified by industry sector or property type, and geographic region. No single partnership investment exceeds 6% of our securities and real estate partnership portfolio.

Although the ~~total~~aggregate fair ~~values~~value of these investments exceeded their carrying ~~values~~value as of ~~September~~June 30, ~~2014,~~2015, the fair value of our ownership interest in certain funds that are carried at cost was less than our carrying value by ~~$17~~$10 million. We expect to recover ~~their~~our carrying value over the average remaining life of these investments of approximately 54 years. Given the current economic environment, future impairments are possible; however, management does not expect those losses to have a material effect on our results of operations, financial condition or liquidity.

Problem and Potential Problem Investments

“Problem” bonds and commercial mortgage loans are either delinquent by 60 days or more or have been restructured as to terms, including concessions by us to modify the interest rate, principal payment or maturity date. “Potential problem” bonds and commercial mortgage loans are considered current (no payment is more than 59 days past due), but management believes they have certain characteristics that increase the likelihood that they may become problems. The characteristics management considers include, but are not limited to, the following:

· request from the borrower for restructuring;

· principal or interest payments past due by more than 30 but fewer than 60 days;

· downgrade in credit rating;

· collateral losses on asset-backed securities; and

· for commercial mortgages, deterioration of debt service coverage below 1.0 or value declines resulting in estimated loan-to-value ratios increasing to 100% or more.

We recognize interest income on problem bonds and commercial mortgage loans only when payment is actually received because of the risk profile of the underlying investment. The amount that would have been reflected in net income if interest on non-accrual investments had been recognized in accordance with the original terms was not significant for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 or ~~2013.~~2014.

~~Table of Contents~~

The following table shows problem and potential problem investments at amortized cost, net of valuation reserves and write-downs:

September 30, 2014
December 31, 2013

(In millions)
Gross
Reserve
Net
Gross
Reserve
Net

Problem bonds
$
-
$
-
$
-
$
2
$
(2)
$
-

Problem commercial mortgage loans (1)

90

(4)

86

41

(3)

38

Foreclosed real estate

24

-

24

29

-

29

Total problem investments
$
114
$
(4)
$
110
$
72
$
(5)
$
67

Potential problem bonds
$
22
$
(9)
$
13
$
30
$
(9)
$
21

Potential problem commercial mortgage loans

130

(8)

122

135

(8)

127

Total potential problem investments
$
152
$
(17)
$
135
$
165
$
(17)
$
148

~~(1) Other long-term investments included $7 million at December 31, 2013 of restructured loans that were previously reported in commercial mortgage loans.~~

	June 30, 2015						December 31, 2014
(In millions)	Gross		Reserve		Net		Gross		Reserve		Net
Problem commercial mortgage loans	$	90	$	(6)	$	84	$	90	$	(4)	$	86
Foreclosed real estate		24		(6)		18		24		-		24
Total problem investments	$	114	$	(12)	$	102	$	114	$	(4)	$	110
Potential problem bonds	$	21	$	(9)	$	12	$	22	$	(9)	$	13
Potential problem commercial mortgage loans		24		(4)		20		130		(8)		122
Total potential problem investments	$	45	$	(13)	$	32	$	152	$	(17)	$	135

Net problem and potential problem investments representing ~~approximately~~less than 1% of total investments, excluding policy loans at ~~September~~June 30, ~~2014, increased~~2015, decreased by ~~$30~~$111 million from December 31, ~~2013,~~2014, primarily due to the ~~addition~~payoffs of ~~one commercial~~four potential problem mortgage ~~loan to problem investments.~~

~~Included in after-tax realized investment gains (losses) were asset write-downs as follows:~~

Three Months Ended
September 30,
Nine Months Ended
September 30,
(In millions)
2014
2013
2014
2013
Credit-related (1)
$
(1)
$
-
$
(11)
$
(5)
Other

(5)

(2)

(6)

(7)
Total
$
(6)
$
(2)
$
(17)
$
(12)

~~(1)~~ Credit-related losses include other-than-temporary declines in fair value of equity securities and changes in valuation reserves on commercial mortgage loans and asset write-downs related to investments in real estate entities. loans.

Investment Outlook

Although financial markets in the United States ~~continued to stabilize~~remained stable during the first half of ~~2014, they have more recently been impacted by continuing global uncertainty. Fixed~~2015, including modest depreciation of fixed income asset values, ~~have appreciated modestly since the beginning of the year.~~there continues to be global uncertainty. Future realized and unrealized investment results will be driven largely by market conditions that exist when a transaction occurs or at the reporting date. These future conditions are not reasonably predictable. We believe that the vast majority of our fixed maturity investments will continue to perform under their contractual terms and that the commercial mortgage loan portfolio is positioned to perform well due to its solid aggregate loan-to-value ratio and strong debt service coverage. Based on our strategy to match the duration of invested assets to the duration of insurance and contractholder liabilities, we expect to hold a significant portion of these assets for the long term. Although future impairment losses resulting from credit deterioration and interest rate movements remain possible, we do not expect these losses to have a material adverse effect on our financial condition or liquidity.

MARKET RISK

Financial Instruments

Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Our primary market risk exposures are interest-rate risk and foreign currency exchange rate risk. ~~Certain financial instruments, such as insurance-related assets and liabilities,~~As of June 30, 2015, there are ~~excluded~~no material changes in our risk exposures from ~~these hypothetical calculations. We encourage you to read this~~that reported in ~~conjunction with “Market Risk — Financial Instruments” included in Part II, Item 7 of~~ our ~~Annual Report on~~2014 Form ~~10-K for the year ended December 31, 2013.~~10-K.

The loss in fair value of a hypothetical 100 basis point increase in interest rates for certain financial instruments increased from approximately $585 million at December 31, 2013 to approximately $850 million at September 30, 2014. The increased interest rate sensitivity results primarily from increased asset purchases, as well as valuation increases resulting from lower market yields of fixed

~~Table of Contents~~

maturities during the nine months ended September 30, 2014. In addition, the interest rate sensitivity of our long-term debt decreased resulting from interest rate swap contracts used to convert a portion of the interest rate exposure on our long-term debt from fixed rates to variable rates.

Our foreign operations hold investment assets that are generally invested in the currency of the related liabilities. Due to an increase in the amount of these investments during the nine months ended September 30, 2014 that are primarily denominated in the South Korean won, the loss in fair value of a hypothetical 10% strengthening in the U.S. dollar to foreign currencies increased from approximately $285 million at December 31, 2013 to approximately $320 million at September 30, 2014.

Stock Market Performance

The performance of equity markets can have a significant effect on our pension liabilities since equity securities comprise a significant portion of the assets of our employee pension plans.

~~Table of Contents~~

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information responsive to this item is contained under the caption “Market Risk” in Item 2 above, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Table of Contents~~

Item 4.CONTROLS AND PROCEDURES

Based on an evaluation of the effectiveness of Cigna’s disclosure controls and procedures conducted under the supervision and with the participation of Cigna’s management, Cigna’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, Cigna’s disclosure controls and procedures are effective to ensure that information required to be disclosed by Cigna in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to Cigna’s management, including Cigna’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

During the period covered by this report, there have been no changes in Cigna’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Cigna’s internal control over financial reporting.

~~Table of Contents~~

Part II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

The information contained under “Litigation Matters” and “Regulatory Matters” in Note 16 to the Consolidated Financial Statements is incorporated herein by reference.

~~Table of Contents~~

Item 1A.RISK FACTORS

~~Cigna’s~~The risk factors set forth below update and should be read together with the detailed description of risk factors reported in Cigna's Annual Report on Form 10-K for the year ended December 31, ~~2013 includes a detailed description of its risk factors.~~2014.

68We may not complete the proposed transaction with Anthem within the time frame we anticipate or at all, which could negatively affect our business, financial results and operations.

~~Table~~

On July 23, 2015, we entered into an Agreement and Plan of ~~Contents~~Merger (the “Merger Agreement”) under which Anthem, Inc. (“Anthem”) will acquire all of the outstanding shares of our common stock. The transaction is subject to a number of closing conditions, such as antitrust and other regulatory approvals, which may not be received or may take longer than expected. The transaction is also subject to other risks and uncertainties, such as the possibility that either we or Anthem may be unable to obtain the stockholder approval necessary to complete the proposed transaction, or that either we or Anthem could exercise our respective termination rights. In addition, under certain circumstances we may be required to pay Anthem a termination fee of $1.85 billion or an expense fee of $600 million if the Merger Agreement is terminated under certain circumstances (as more fully described in the Merger Agreement). If the transaction is not consummated within the expected time frame, or at all, the Company and its shareholders would not realize the expected benefits of the merger.

The announcement and pendency of the proposed transaction with Anthem, Inc. could have an adverse effect on our business.

The announcement and pendency of the proposed transaction with Anthem could cause disruptions and create uncertainty surrounding our business, which could affect our relationships with our customers, providers, vendors or employees, regardless of whether the proposed transaction is completed. We could also potentially lose key employees, customers or vendors, or our provider arrangement could be disrupted. In addition, we have diverted, and will continue to divert, management resources towards the completion of the proposed transaction, which may divert management’s attention and our resources from ongoing business and operations.

We are also subject to restrictions on the conduct of our business prior to the consummation of the transaction as provided in the Merger Agreement, including, among other things, certain restrictions on our ability to acquire other businesses, sell, transfer or license our assets, make capital expenditures, amend our organizational documents and incur indebtedness. These restrictions could result in our inability to respond effectively to competitive pressures, industry developments and future opportunities.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about Cigna’s share repurchase activity for the quarter ended ~~September~~June 30, ~~2014:~~2015:

Issuer Purchases of Equity Securities

Period
Total # of
shares
purchased (1)

Average
price paid
per share

Total # of shares purchased as part of
publicly announced program (2)

Approximate dollar value of shares that may
yet be purchased as part of publicly announced
program (3)

July 1-31, 2014
1,001,372

$       92.97

998,228

$                661,597,725

August 1-31, 2014
1,159,233

$       91.05

1,156,907

$                556,255,558

September 1-30, 2014
1,132

$       94.60

-

$                556,255,558

Total
2,161,737

$       91.94

2,155,135

N/A

Period	Total # of shares purchased (1)	Average price paid per share	Total # of shares purchased as part of publicly announced program (2)	Approximate dollar value of shares that may yet be purchased as part of publicly announced program (3)
April 1-30, 2015	756,828	$ 131.53	755,683	$ 664,765,230
May 1-31, 2015	6,897	$ 128.07	-	$ 664,765,230
June 1-30, 2015	2,227	$ 139.36	-	$ 664,765,230
Total	765,952	$ 131.53	755,683	N/A

(1)Includes shares tendered by employees as payment of taxes withheld on the ~~exercise of stock options and the~~ vesting of restricted stock and strategic performance shares granted under the Company’s equity compensation plans. Employees tendered ~~3,144~~1,145 shares in ~~July, 2,326~~April, 6,897 shares in ~~August~~May and ~~1,132~~2,227 shares in ~~September 2014.~~June 2015.

(2)Cigna has had a repurchase program for many years, and has had varying levels of repurchase authority and activity under this program. The program has no expiration date. Cigna suspends activity under this program from time to time and also removes such suspensions, generally without public announcement. Remaining authorization under the program was approximately ~~$556~~$665 million as of ~~September~~June 30, ~~2014. Remaining authorization under the program was approximately $411 million~~2015 and as of ~~October~~July 30, ~~2014.~~2015.

(3)Approximate dollar value of shares is as of the last date of the applicable month.

Item 4.MINE SAFETY DISCLOSURES

Not applicable.

~~Table of Contents~~

Item 6.EXHIBITS

(a) See Exhibit Index

~~Table of Contents~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Cigna Corporation

Date:	~~October~~July 30, ~~2014~~2015
By:	/s/ Thomas A. McCarthy

	Thomas A. McCarthy
	Executive Vice President Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

~~Table of Contents~~

INDEX TO EXHIBITS

Number	Description	Method of Filing

3.1	Restated Certificate of Incorporation of the registrant as last amended October 28, 2011	Filed as Exhibit 3.1 to the registrant’s Form 10-Q for the quarterly period ended September 30, 2011 and incorporated herein by reference.
3.2	By-Laws of the registrant as last amended and restated December 6, 2012	Filed as Exhibit 3.2 to the registrant’s Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
10.1*2.1	Agreement ~~with Herbert A. Fritch~~and Plan of Merger dated ~~September 15, 2014~~as of July 23, 2015 by and among Cigna Corporation, Anthem Inc., and Anthem Merger Sub Corp.	Filed as Exhibit ~~10.1~~2.1 to the registrant’s Form 8-K filed ~~September 19, 2014~~on July 27, 2015 and incorporated herein by reference.
12	Computation of Ratios of Earnings to Fixed Charges	Filed herewith.
31.1	Certification of Chief Executive Officer of Cigna Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934	Filed herewith.
31.2	Certification of Chief Financial Officer of Cigna Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934	Filed herewith.
32.1	Certification of Chief Executive Officer of Cigna Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350	Furnished herewith.
32.2	Certification of Chief Financial Officer of Cigna Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350	Furnished herewith.
101	Financial statements from the quarterly report on Form 10-Q of Cigna Corporation for the quarter ended ~~September~~June 30, ~~2014~~2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Total Equity; (v) the Consolidated Statements of Cash Flow; and (vi) the Notes to the Consolidated Financial Statements	Filed herewith.

* Management contracts and compensatory plans or arrangements.

Shareholders may obtain copies of exhibits by writing to Cigna Corporation, Shareholder Services Department, 1601 Chestnut Street, Philadelphia, PA 19192.

~~E-1~~E-1

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2014~~2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission file number 1-08323

Cigna Corporation

(Exact name of registrant as specified in its charter)

Delaware		06-1059331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
900 Cottage Grove Road Bloomfield, Connecticut		06002
(Address of principal executive offices)		(Zip Code)
(860) 226-6000
Registrant’s telephone number, including area code
(860) 226-6741
Registrant’s facsimile number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark				YES	NO
·whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.				R	o
·whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).				R	o
· whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer R	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company o
·whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).				o	R

As of ~~October~~July 15, ~~2014, 261,578,645~~2015, 257,495,372 shares of the issuer’s common stock were outstanding.

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Cigna Corporation

Consolidated Statements of Income

	Unaudited				Unaudited				Unaudited Three Months Ended June 30,				Unaudited Six Months Ended June 30,
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions, except per share amounts)	2014		2013		2014		2013		2015		2014		2015		2014
Revenues
Premiums and fees	$	7,793	$	7,206	$	23,167	$	21,692
Premiums									$	7,432	$	6,800	$	14,834	$	13,476
Fees and other revenues									1,117		1,027		2,255		2,033
Net investment income	292		297		863		873		297		294		573		571
Mail order pharmacy revenues	583		471		1,625		1,333		625		547		1,203		1,042
Other revenues	66		65		201		139
Realized investment gains (losses):
Other-than-temporary impairments on fixed maturities	(9)		(3)		(10)		(11)
Other realized investment gains, net	32		30		140		203
Total realized investment gains, net	23		27		130		192
Net realized investment gains									21		65		94		107
Total revenues	8,757		8,066		25,986		24,229		9,492		8,733		18,959		17,229

Benefits and Expenses
Global Health Care medical claims expense	4,153		3,913		12,403		11,864
Global Health Care medical costs									4,577		4,219		9,181		8,250
Other benefit expenses	1,207		1,031		3,473		3,890		1,199		1,100		2,468		2,266
Mail order pharmacy costs	499		390		1,382		1,096		529		469		1,021		883
Other operating expenses	2,080		1,933		6,156		5,739		2,212		1,996		4,416		3,976
Amortization of other acquired intangible assets									39		48		83		100
Total benefits and expenses	7,939		7,267		23,414		22,589		8,556		7,832		17,169		15,475
Income before Income Taxes	818		799		2,572		1,640		936		901		1,790		1,754
Income taxes (benefits):
Income taxes:
Current	289		205		928		285		375		329		683		639
Deferred	(2)		41		12		237		(23)		-		(8)		14
Total income taxes	287		246		940		522		352		329		675		653
Net Income	531		553		1,632		1,118		584		572		1,115		1,101
Less: Net Income (Loss) Attributable to Noncontrolling Interests	(3)		-		(3)		3		(4)		(1)		(6)		-
Shareholders’ Net Income	$	534	$	553	$	1,635	$	1,115	$	588	$	573	$	1,121	$	1,101
Shareholders’ Net Income Per Share:
Basic	$	2.04	$	1.99	$	6.16	$	3.96	$	2.30	$	2.16	$	4.38	$	4.11
Diluted	$	2.01	$	1.95	$	6.05	$	3.89	$	2.26	$	2.12	$	4.30	$	4.05
Dividends Declared Per Share	$	-	$	-	$	0.04	$	0.04	$	-	$	-	$	0.04	$	0.04

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

Cigna Corporation

Consolidated Statements of Comprehensive Income

									Unaudited Three Months Ended June 30,				Unaudited Six Months Ended June 30,
	Unaudited				Unaudited
	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2014		2013		2014		2013		2015		2014		2015		2014
Shareholders’ net income	$	534	$	553	$	1,635	$	1,115	$	588	$	573	$	1,121	$	1,101
Shareholders’ other comprehensive income (loss):
Net unrealized appreciation (depreciation) on securities:
Fixed maturities	(49)		(7)		141		(348)
Equity securities	-		(7)		(1)		(5)
Net unrealized appreciation (depreciation), on securities	(49)		(14)		140		(353)
Net unrealized appreciation (depreciation), derivatives	6		(2)		6		7
Shareholders’ other comprehensive income:
Net unrealized appreciation (depreciation), securities									(234)		103		(146)		189
Net unrealized appreciation, derivatives									5		-		12		-
Net translation of foreign currencies	(113)		59		(78)		(15)		18		46		(86)		35
Postretirement benefits liability adjustment	10		12		33		73		20		11		31		23
Shareholders’ other comprehensive income (loss)	(146)		55		101		(288)		(191)		160		(189)		247
Shareholders’ comprehensive income	388		608		1,736		827		397		733		932		1,348
Comprehensive income attributable to noncontrolling interests:
Net income (loss) attributable to redeemable noncontrolling interests	(2)		-		3		3		(1)		2		(1)		5
Net (loss) attributable to other noncontrolling interest	(1)		-		(6)		-
Other comprehensive (loss) attributable to redeemable noncontrolling interests	(6)		(6)		(6)		(15)
Other comprehensive income attributable to other noncontrolling interest	-		-		1		-
Net (loss) attributable to other noncontrolling interests									(3)		(3)		(5)		(5)
Other comprehensive income (loss) attributable to redeemable noncontrolling interests									(3)		3		(12)		-
Other comprehensive income attributable to other noncontrolling interests									-		-		-		1
Total comprehensive income	$	379	$	602	$	1,728	$	815	$	390	$	735	$	914	$	1,349

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

Cigna Corporation

Consolidated Balance Sheets

									Unaudited
	Unaudited								As of		As of
	As of				As of				June 30,		December 31,
(In millions, except per share amounts)	September 30, 2014				December 31, 2013				2015		2014
Assets
Investments:
Fixed maturities, at fair value (amortized cost, $17,171; $15,273)			$	18,797			$	16,486
Equity securities, at fair value (cost, $196; $146)			190				141
Fixed maturities, at fair value (amortized cost, $17,307; $17,278)									$	18,569	$	18,983
Equity securities, at fair value (cost, $196; $199)									189		189
Commercial mortgage loans			2,058				2,252		2,054		2,081
Policy loans			1,436				1,485		1,439		1,438
Real estate			62				97
Other long-term investments			1,365				1,273		1,471		1,488
Short-term investments			153				631		97		163
Total investments			24,061				22,365		23,819		24,342
Cash and cash equivalents			1,621				2,795		1,969		1,420
Accrued investment income			272				247
Premiums, accounts and notes receivable, net			2,574				1,991		3,790		2,757
Reinsurance recoverables			7,086				7,299		7,021		7,080
Deferred policy acquisition costs			1,501				1,395		1,588		1,502
Property and equipment			1,494				1,464		1,502		1,502
Deferred tax assets, net			19				92		369		293
Goodwill			6,003				6,029		6,041		5,989
Other assets, including other intangibles			2,440				2,407		2,722		2,683
Separate account assets			8,582				8,252		8,311		8,328
Total assets			$	55,653			$	54,336	$	57,132	$	55,896
Liabilities
Contractholder deposit funds			$	8,438			$	8,470	$	8,433	$	8,430
Future policy benefits			9,573				9,306		9,495		9,642
Unpaid claims and claim expenses			4,400				4,298		4,573		4,400
Global Health Care medical claims payable			2,230				2,050
Unearned premiums and fees			602				580
Global Health Care medical costs payable									2,432		2,180
Unearned premiums									627		621
Total insurance and contractholder liabilities			25,243				24,704		25,560		25,273
Accounts payable, accrued expenses and other liabilities			5,415				5,456		6,686		6,264
Short-term debt			121				233		150		147
Long-term debt			5,024				5,014		5,046		5,005
Separate account liabilities			8,582				8,252		8,311		8,328
Total liabilities			44,385				43,659		45,753		45,017
Contingencies — Note 16
Redeemable noncontrolling interests			93				96		76		90
Shareholders’ Equity
Common stock (par value per share, $0.25; shares issued, 366; authorized, 600)			92				92
Common stock (par value per share, $0.25; shares issued, 296; authorized, 600)									74		74
Additional paid-in capital			3,409				3,356		2,835		2,769
Net unrealized appreciation, fixed maturities	$	614			$	473
Net unrealized appreciation, equity securities	3				4
Net unrealized depreciation, derivatives	(13)				(19)
Net translation of foreign currencies	4				82
Postretirement benefits liability adjustment	(1,027)				(1,060)
Accumulated other comprehensive loss			(419)				(520)		(1,125)		(936)
Retained earnings			15,196				13,676		11,178		10,289
Less treasury stock, at cost			(7,121)				(6,037)		(1,672)		(1,422)
Total shareholders’ equity			11,157				10,567		11,290		10,774
Noncontrolling interest			18				14
Noncontrolling interests									13		15
Total equity			11,175				10,581		11,303		10,789
Total liabilities and equity			$	55,653			$	54,336	$	57,132	$	55,896
Shareholders’ Equity Per Share			$	42.45			$	38.35	$	43.85	$	41.55

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

Cigna Corporation

Consolidated Statements of Changes in Total Equity

					Accumulated												Redeemable						Accumulated												Redeemable
Unaudited			Additional		Other								Non-				Non-				Additional		Other								Non-				Non-
For the three months ended September 30, 2014	Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling		Total		controlling
For the three months ended June 30, 2015																			Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling		Total		controlling
(In millions)	Stock		Capital		Loss		Earnings		Stock		Equity		Interest		Equity		Interests		Stock		Capital		Loss		Earnings		Stock		Equity		Interests		Equity		Interests

Balance at July 1, 2014	$	92	$	3,405	$	(273)	$	14,677	$	(6,964)	$	10,937	$	15	$	10,952	$	99
Balance at April 1, 2015																			$	74	$	2,823	$	(934)	$	10,635	$	(1,656)	$	10,942	$	16	$	10,958	$	83
Effect of issuing stock for employee benefit plans			8				(15)		42		35				35						14				(45)		84		53				53
Other comprehensive (loss)					(146)						(146)				(146)		(6)						(191)						(191)				(191)		(3)
Net income (loss)							534				534		(1)		533		(2)								588				588		(3)		585		(1)
Repurchase of common stock									(199)		(199)				(199)												(100)		(100)				(100)
Capital contribution by noncontrolling interest			(4)								(4)		4		-		2
Balance at September 30, 2014	$	92	$	3,409	$	(419)	$	15,196	$	(7,121)	$	11,157	$	18	$	11,175	$	93
Other transactions impacting noncontrolling interests																					(2)								(2)		-		(2)		(3)
Balance at June 30, 2015																			$	74	$	2,835	$	(1,125)	$	11,178	$	(1,672)	$	11,290	$	13	$	11,303	$	76

Accumulated

Redeemable

Additional

Other

Non-

Non-

For the three months ended September 30, 2013

Common

Paid-in

Comprehensive

Retained

Treasury

Shareholders’

controlling

Total

controlling

(In millions)

Stock

Capital

Loss

Earnings

Stock

Equity

Interest

Equity

Interest

Balance at July 1, 2013

$
92

$
3,326

$
(1,014)

$
12,806

$
(5,435)

$
9,775

$
-

$
9,775

$
101

Effect of issuing stock for employee benefit plans

18

(32)

64

50

50

Other comprehensive income (loss)

55

55

55

(6)

Net income

553

553

553

-

Repurchase of common stock

(559)

(559)

(559)

Balance at September 30, 2013

$
92

$
3,344

$
(959)

$
13,327

$
(5,930)

$
9,874

$
-

$
9,874

$
95

					Accumulated												Redeemable
			Additional		Other								Non-				Non-
For the three months ended June 30, 2014	Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling		Total		controlling
(In millions)	Stock		Capital		Loss		Earnings		Stock		Equity		Interests		Equity		Interests

Balance at April 1, 2014	$	92	$	3,392	$	(433)	$	14,136	$	(6,631)	$	10,556	$	13	$	10,569	$	96
Effect of issuing stock for employee benefit plans			13				(32)		81		62				62
Other comprehensive income					160						160				160		3
Net income (loss)							573				573		(3)		570		2
Repurchase of common stock									(414)		(414)				(414)
Capital contribution by noncontrolling interests													5		5		2
Distribution to redeemable noncontrolling interests																	(4)
Balance at June 30, 2014	$	92	$	3,405	$	(273)	$	14,677	$	(6,964)	$	10,937	$	15	$	10,952	$	99

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

Cigna Corporation

Consolidated Statements of Changes in Total Equity

					Accumulated												Redeemable						Accumulated													Redeemable
Unaudited			Additional		Other								Non-				Non-				Additional		Other								Non-					Non-
For the nine months ended September 30, 2014	Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling		Total		controlling
For the six months ended June 30, 2015																			Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling			Total		controlling
(In millions)	Stock		Capital		Loss		Earnings		Stock		Equity		Interest		Equity		Interests		Stock		Capital		Loss		Earnings		Stock		Equity		Interests			Equity		Interests

Balance at January 1, 2014	$	92	$	3,356	$	(520)	$	13,676	$	(6,037)	$	10,567	$	14	$	10,581	$	96
Balance at January 1, 2015																			$	74	$	2,769	$	(936)	$	10,289	$	(1,422)	$	10,774	$	15		$	10,789	$	90
Effect of issuing stock for employee benefit plans			57				(104)		172		125				125						69				(222)		268		115					115
Other comprehensive income (loss)					101						101		1		102		(6)						(189)						(189)					(189)		(12)
Net income (loss)							1,635				1,635		(6)		1,629		3								1,121				1,121		(5		)	1,116		(1)
Common dividends declared (per share: $0.04)							(11)				(11)				(11)										(10)				(10)					(10)
Repurchase of common stock									(1,256)		(1,256)				(1,256)												(518)		(518)					(518)
Capital contribution by noncontrolling interest			(4)								(4)		9		5		4
Distribution to redeemable noncontrolling interest																	(4)
Balance at September 30, 2014	$	92	$	3,409	$	(419)	$	15,196	$	(7,121)	$	11,157	$	18	$	11,175	$	93
Other transactions impacting noncontrolling interests																					(3)								(3)		3			-		(1)
Balance at June 30, 2015																			$	74	$	2,835	$	(1,125)	$	11,178	$	(1,672)	$	11,290	$	13		$	11,303	$	76

Accumulated

Redeemable

Additional

Other

Non-

Non-

For the nine months ended September 30, 2013

Common

Paid-in

Comprehensive

Retained

Treasury

Shareholders’

controlling

Total

controlling

(In millions)

Stock

Capital

Loss

Earnings

Stock

Equity

Interest

Equity

Interest

Balance at January 1, 2013

$
92

$
3,295

$
(671)

$
12,330

$
(5,277)

$
9,769

$
-

$
9,769

$
114

Effect of issuing stock for employee benefit plans

49

(107)

210

152

152

Other comprehensive loss

(288)

(288)

(288)

(15)

Net income

1,115

1,115

1,115

3

Common dividends declared (per share: $0.04)

(11)

(11)

(11)

Repurchase of common stock

(863)

(863)

(863)

Distribution to redeemable noncontrolling interest

(7)

Balance at September 30, 2013

$
92

$
3,344

$
(959)

$
13,327

$
(5,930)

$
9,874

$
-

$
9,874

$
95

					Accumulated												Redeemable
			Additional		Other								Non-				Non-
For the six months ended June 30, 2014	Common		Paid-in		Comprehensive		Retained		Treasury		Shareholders’		controlling		Total		controlling
(In millions)	Stock		Capital		Loss		Earnings		Stock		Equity		Interests		Equity		Interest

Balance at January 1, 2014	$	92	$	3,356	$	(520)	$	13,676	$	(6,037)	$	10,567	$	14	$	10,581	$	96
Effect of issuing stock for employee benefit plans			49				(89)		130		90				90
Other comprehensive income					247						247		1		248
Net income (loss)							1,101				1,101		(5)		1,096		5
Common dividends declared (per share: $0.04)							(11)				(11)				(11)
Repurchase of common stock									(1,057)		(1,057)				(1,057)
Capital contribution by noncontrolling interests													5		5		2
Distribution to redeemable noncontrolling interests																	(4)
Balance at June 30, 2014	$	92	$	3,405	$	(273)	$	14,677	$	(6,964)	$	10,937	$	15	$	10,952	$	99

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

Cigna Corporation

Consolidated Statements of Cash Flows

	Unaudited				Unaudited
	Nine Months Ended September 30,				Six Months Ended June 30,
*(In millions)*	2014		2013		2015		2014
Cash Flows from Operating Activities
Net income	$	1,632	$	1,118	$	1,115	$	1,101
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	435		445		302		289
Realized investment gains	(130)		(192)		(94)		(107)
Deferred income taxes	12		237		(8)		14
Gains on sale of businesses	(11)		(11)
Net changes in assets and liabilities, net of non-operating effects:
Premiums, accounts and notes receivable	(574)		(64)		(1,007)		(660)
Reinsurance recoverables	49		348		(53)		67
Deferred policy acquisition costs	(138)		(183)		(112)		(100)
Other assets	(186)		368		41		(98)
Insurance liabilities	433		870		542		359
Accounts payable, accrued expenses and other liabilities	(39)		(524)		216		78
Current income taxes	53		(33)		117		100
Cash used to effectively exit run-off reinsurance business	-		(2,196)
Loss on extinguishment of debt					100		-
Other, net	(64)		(76)		(50)		(41)
Net cash provided by operating activities	1,472		107		1,109		1,002
Cash Flows from Investing Activities
Proceeds from investments sold:
Fixed maturities	818		1,671
Equity securities	36		3
Fixed maturities and equity securities					1,177		510
Investment maturities and repayments:
Fixed maturities	1,285		1,192
Equity securities	-		27
Fixed maturities and equity securities					691		898
Commercial mortgage loans	375		468		341		214
Other sales, maturities and repayments (primarily short-term and other long-term investments)	1,889		766		714		1,404
Investments purchased or originated:
Fixed maturities	(3,953)		(1,580)
Equity securities	(74)		(56)
Fixed maturities and equity securities					(1,813)		(2,583)
Commercial mortgage loans	(186)		(26)		(312)		(183)
Other (primarily short-term and other long-term investments)	(1,221)		(1,227)		(541)		(868)
Property and equipment purchases	(350)		(414)		(246)		(236)
Acquisitions, net of cash acquired					(107)		-
Other, net	(24)		(84)		-		12
Net cash (used in) / provided by investing activities	(1,405)		740
Net cash used in investing activities					(96)		(832)
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds	1,154		1,078		769		790
Withdrawals and benefit payments from contractholder deposit funds	(1,129)		(1,029)		(733)		(758)
Change in cash overdraft position	20		9
Net change in short-term debt	(104)		(100)		(10)		(96)
Net proceeds on issuance of long-term debt					894		-
Repayment of long-term debt	-		(7)		(938)		-
Repurchase of common stock	(1,256)		(836)		(536)		(1,029)
Issuance of common stock	93		132		128		80
Common dividends paid	(11)		(11)
Other, net	9		(7)		(20)		6
Net cash used in financing activities	(1,224)		(771)		(446)		(1,007)
Effect of foreign currency rate changes on cash and cash equivalents	(17)		1		(18)		9
Net (decrease) / increase in cash and cash equivalents	(1,174)		77
Net increase / (decrease) in cash and cash equivalents					549		(828)
Cash and cash equivalents, January 1,	2,795		2,978		1,420		2,795
Cash and cash equivalents, September 30,	$	1,621	$	3,055
Cash and cash equivalents, June 30,					$	1,969	$	1,967
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds	$	846	$	289	$	519	$	514
Interest paid	$	203	$	203	$	122	$	132

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

~~Table of Contents~~

CIGNA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation

The Consolidated Financial Statements include the accounts of Cigna Corporation and its subsidiaries (either individually or collectively referred to as ~~“Cigna”, “the Company”, “we”,~~“Cigna,” the “Company,” “we,” “our” or ~~“our”~~“us”) is a global health services organization with a mission to help its customers improve their health, well-being and sense of security. Its insurance subsidiaries are major providers of medical, dental, disability, life and accident insurance and related products and services, the majority of which are offered through employers and other groups (e.g. governmental and non-governmental organizations, unions and associations). Cigna also offers Medicare and Medicaid products and health, life and accident insurance coverages primarily to individuals in the U.S. and selected international markets. In addition to its ongoing operations described above, Cigna also has certain run-off operations.

~~The Consolidated Financial Statements include the accounts of Cigna Corporation and its subsidiaries.~~ Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Amounts recorded in the Consolidated Financial Statements necessarily reflect management’s estimates and assumptions about medical costs, investment valuation, interest rates and other factors. Significant estimates are discussed throughout these Notes; however, actual results could differ from those estimates. The impact of a change in estimate is generally included in earnings in the period of adjustment. Certain reclassifications have been made to prior year amounts to conform to the current presentation.

These interim Consolidated Financial Statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of financial position and results of operations for the periods reported. The interim Consolidated Financial Statements and notes should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company’s ~~2013~~2014 Form ~~10-K.~~10-K (including the Description of Business on page 66). The preparation of interim Consolidated Financial Statements necessarily relies heavily on estimates. This and certain other factors, including the seasonal nature of portions of the health care and related benefits business as well as competitive and other market conditions, call for caution in estimating full year results based on interim results of operations.

Beginning in the first quarter of 2014, the Company combined the results of its run-off reinsurance business with Other Operations for segment reporting purposes. Prior year information has been conformed to the current year presentation. See Note 15 for additional information.

Note 2 — Recent Accounting Changes

The Company’s 2014 Form 10-K includes discussion of significant recent accounting changes that either have impacted or may impact our financial statements in the future. The following issuances of, and changes in, accounting pronouncements have occurred since the Company filed its 2014 Form 10-K.

Disclosures about Short-Duration Insurance Contracts (Accounting Standards Update (“ASU”) 2015-09). In May 2015, the Financial Accounting Standards Board (“FASB”) issued final guidance to enhance disclosure requirements for ~~Health Care Reform’s Risk Mitigation Programs.~~ ~~Beginning~~short-duration insurance contracts. The disclosures are aimed at providing more transparent information about an insurance entity’s initial claim estimates and subsequent adjustments to those estimates, methodologies and judgments in ~~2014, as prescribed by~~estimating claims, and the ~~Patient Protection~~timing, frequency and ~~Affordable Care Act (referred to as “Health Care Reform”), three programs went into effect to reduce the risk for participating health insurance companies selling coverage~~severity of claims. The impact of adoption on the ~~public exchanges.~~

·~~A three-year (2014-2016) reinsurance program~~Company is ~~designed~~limited to ~~provide reimbursement to insurers for high cost individual business sold on or off~~increased disclosures about short-duration insurance liabilities, primarily including most liabilities of the public exchanges. The reinsurance entity established by the U.S. Department of Health and Human Services (“HHS”) is funded by a per-customer reinsurance fee assessed on all commercial medical plans, including self-insured group health plans. Only non-grandfathered individual plans are eligible for recoveries if claims exceed a specified threshold, up to a reinsurance cap. Reinsurance contributions associated with non-grandfathered individual plans are reported as a reduction in premium revenue, and estimated reinsurance recoveries are established with an offsetting reduction in Global Health Care ~~medical claims~~and Group Disability and Life segments. The Company plans to adopt the new disclosures, as required, in its 2016 annual financial statements.

Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs in financial statements. The amendment requires debt issuance costs to be presented as a direct deduction from the associated debt liability, consistent with the presentation of a debt discount. In addition, amortization of discount or premium is reported as interest expense. ~~Reinsurance fee contributions for~~This amendment is effective beginning January 1, 2016, with early adoption permitted, and shall be applied retrospectively. The Company will reclassify debt issuance costs from other ~~insured business are reported in~~assets, including other ~~operating expenses.~~

·~~A permanent risk adjustment program~~ ~~reallocates funds from insurers with lower risk populations~~intangibles, to ~~insurers with higher risk populations based on the relative risk scores of participants in non-grandfathered plans~~long-term debt in the ~~individual and small group markets, both on and off the exchanges. Based on the risk~~fourth quarter of ~~our members compared~~2015. This reclassification is not expected to the risk of other members in the same state and market, considering data obtained from industry studies, we estimate our year-to-date risk adjustment. The Company records a risk adjustment receivable or payable, with an offsetting adjustment to premium revenue when the amounts are reasonably estimable and collection is reasonably assured.

·~~A three year (2014-2016) risk corridor program~~ is designed to limit insurer gains and losses by comparing allowable medical costs to a target amount as defined by HHS. This program applies to individual and small group qualified health plans, operating on and off the exchanges. Variances from the target amount exceeding certain thresholds may result in ~~amounts due~~a material change to or due from HHS. The Company records a risk corridor receivable or payable as an adjustment to premium revenue based on our year-to-date experience when the amounts are reasonably estimable and collection is reasonably assured.

~~Table~~either of ~~Contents~~these balance sheet line items.

Revenue from Contracts with Customers ~~(Accounting Standards Update (“ASU”)~~(ASU 2014-09). In ~~May 2014,~~July 2015, the ~~Financial Accounting Standards Board (“FASB”) issued new revenue recognition guidance that will apply to various contracts with customers to provide goods or services, including~~FASB deferred the ~~Company’s non-insurance, administrative services contracts. It will not apply to certain contracts within the scope~~effective date of ~~other GAAP, such as insurance contracts. This~~this new guidance ~~introduces a model that requires companies~~ to estimate and allocate the expected contract revenue among distinct goods or services in the contract based on relative standalone selling prices. Revenue is recognized as goods or services are delivered. This new method replaces the current GAAP approach of recognizing revenue that is fixed and determinable primarily based on contract terms. In addition, extensive new disclosures will be required including the presentation of additional categories of revenues and information about related contract assets and liabilities. This new guidance must be implemented on January 1, 2017; early adoption is not permitted. The Company may choose to adopt these changes through retrospective restatement with or without using certain practical expedients or with a cumulative effect adjustment on adoption. The Company continues to monitor developing implementation guidance and evaluate these new requirements for its noninsurance customer contracts to determine the method of implementation and any resulting estimated effects on the financial statements.2018.

~~Fees Paid to the Federal Government by Health Insurers (ASU 2011-06).~~ Effective January 1, 2014, the Company adopted the FASB’s accounting guidance for the health insurance industry assessment (the “tax”) mandated by Health Care Reform. This non-deductible tax is being levied based on a ratio of an insurer’s net health insurance premiums written for the previous calendar year compared to the U.S. health insurance industry total. As required by the guidance, the Company reported a liability as of June 30, 2014 of $245 million in accounts payable, accrued expenses and other liabilities based on a preliminary assessment of the full year 2014 tax. A corresponding deferred cost was reported in other assets, including other intangibles. In September 2014, the Company paid $243 million for its 2014 tax and adjusted the corresponding deferred cost. Through September 30, 2014, $182 million of the deferred cost was recognized in other operating expenses; the remainder will be recorded in the fourth quarter of 2014.

~~Investment Company Accounting (ASU 2013-08).~~ Effective January 1, 2014, the Company adopted the FASB’s amended accounting guidance to change the criteria for reporting as an investment company, clarify the fair value measurement used by an investment company and require additional disclosures. This guidance also confirms that parent company accounting for an investment company should reflect fair value accounting. While this guidance applies to certain of the Company’s security and real estate partnership investments, its adoption did not have a material impact on the Company’s financial statements.

~~Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“AOCI”) (ASU 2013-02).~~ Effective January 1, 2013, the Company adopted new requirements to disclose the effect of items reclassified out of AOCI into net income for each individual line item impacted in the statement of income. See Note 13 for the Company’s disclosures.

~~Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).~~ The FASB’s new requirements to disclose information related to certain investments on both a gross and net basis became effective January 1, 2013. The Company had no transactions or arrangements subject to these new disclosure requirements.

~~Table of Contents~~

Note 3 — Earnings Per Share (“EPS”)

Basic and diluted earnings per share were computed as follows:

			Effect of						Effect of
(Dollars in millions, except per share amounts)	Basic		Dilution		Diluted
Three Months Ended September 30,
2014
(Shares in thousands, dollars in millions, except per share amounts)							Basic		Dilution		Diluted
Three Months Ended June 30,
2015
Shareholders’ net income	$	534			$	534	$	588			$	588
Shares (in thousands):
Shares:
Weighted average	261,402				261,402		255,730				255,730
Common stock equivalents			4,489		4,489				4,367		4,367
Total shares	261,402		4,489		265,891		255,730		4,367		260,097
EPS	$	2.04	$	(0.03)	$	2.01	$	2.30	$	(0.04)	$	2.26
2013

2014
Shareholders’ net income	$	553			$	553	$	573			$	573
Shares (in thousands):
Shares:
Weighted average	278,054				278,054		265,377				265,377
Common stock equivalents			5,509		5,509				4,544		4,544
Total shares	278,054		5,509		283,563		265,377		4,544		269,921
EPS	$	1.99	$	(0.04)	$	1.95	$	2.16	$	(0.04)	$	2.12

Effect of

(Dollars in millions, except per share amounts)

Basic

Dilution

Diluted

Nine Months Ended September 30,

2014

Shareholders’ net income

$
1,635

$
1,635

Shares (in thousands):

Weighted average

265,554

265,554

Common stock equivalents

4,507

4,507

Total shares

265,554

4,507

270,061

EPS

$
6.16

$
(0.11)

$
6.05

2013

Shareholders’ net income

$
1,115

$
1,115

Shares (in thousands):

Weighted average

281,279

281,279

Common stock equivalents

5,336

5,336

Total shares

281,279

5,336

286,615

EPS

$
3.96

$
(0.07)

$
3.89

~~Table of Contents~~

			Effect of
(Shares in thousands, dollars in millions, except per share amounts)	Basic		Dilution		Diluted
Six Months Ended June 30,
2015
Shareholders’ net income	$	1,121			$	1,121
Shares:
Weighted average	256,215				256,215
Common stock equivalents			4,453		4,453
Total shares	256,215		4,453		260,668
EPS	$	4.38	$	(0.08)	$	4.30

2014
Shareholders’ net income	$	1,101			$	1,101
Shares:
Weighted average	267,665				267,665
Common stock equivalents			4,516		4,516
Total shares	267,665		4,516		272,181
EPS	$	4.11	$	(0.06)	$	4.05

The following outstanding employee stock options were not included in the computation of diluted earnings per share for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 because their effect was anti-dilutive.

Three Months Ended

Nine Months Ended

Three Months Ended

Six Months Ended

September 30,

June 30,

(In millions)

2014

2013

2014

2013

2015

2014

2015

2014

Anti-dilutive options

1.3

1.2

2.0

0.7

2.0

The Company held ~~103,340,125~~38,694,585 shares of common stock in Treasury as of ~~September~~June 30, ~~2014,~~2015, and ~~89,059,772~~101,424,330 shares as of ~~September~~June 30, ~~2013.~~2014. In the fourth quarter of 2014, the Company retired 70 million shares of treasury stock.

Note 4 — Global Health Care Medical ~~Claims~~Costs Payable

Medical ~~claims~~costs payable for the Global Health Care segment reflects estimates of the ultimate cost of claims that have been incurred but not yet reported, those that have been reported but not yet paid (reported claims in process), and other medical care expenses and services payable that isare primarily comprised of accruals for incentives and other amounts payable to health care professionals and facilities, as follows:

	September 30,		December 31,		June 30,		December 31,
(In millions)	2014		2013		2015		2014
Incurred but not yet reported	$	1,872	$	1,615	$	1,862	$	1,777
Reported claims in process	252		355		431		288
Physician incentives and other medical expense payable	106		80
Medical claims payable	$	2,230	$	2,050
Physician incentives and other medical care expenses and services payable					139		115
Medical costs payable					$	2,432	$	2,180

Activity in medical ~~claims~~costs payable was as follows:

	For the period ended				For the period ended
	September 30,		December 31,		June 30,		December 31,
(In millions)	2014		2013		2015		2014
Balance at January 1,	$	2,050	$	1,856	$	2,180	$	2,050
Less: Reinsurance and other amounts recoverable	194		242		252		194
Balance at January 1, net	1,856		1,614		1,928		1,856

Incurred claims related to:
Incurred costs related to:
Current year	12,558		16,049		9,363		16,853
Prior years	(155)		(182)		(182)		(159)
Total incurred	12,403		15,867		9,181		16,694
Paid claims related to:
Paid costs related to:
Current year	10,670		14,267		7,394		14,966
Prior years	1,605		1,358		1,513		1,656
Total paid	12,275		15,625		8,907		16,622
Ending Balance, net	1,984		1,856		2,202		1,928
Add: Reinsurance and other amounts recoverable	246		194		230		252
Ending Balance	$	2,230	$	2,050	$	2,432	$	2,180

Reinsurance and other amounts recoverable includes amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims for minimum premium products and certain administrative services only business where the right of offset does not exist. See Note 5 for additional information on reinsurance. For the ~~nine~~six months ended ~~September~~June 30, 2015, actual experience differed from the Company’s key assumptions resulting in favorable incurred costs related to prior years’ medical costs payable of $182 million, or 1.1% of the current year incurred costs as reported for the year ended December 31, 2014. Actual completion factors accounted for $49 million, or 0.3% of the favorability, actual medical cost trend resulted in $100 million, or 0.6%, and the remaining $33 million, or 0.2%, was primarily related to a change in 2014 reinsurance reimbursements under Health Care Reform.

For the year ended December 31, 2014, actual experience differed from the Company’s key assumptions, resulting in favorable incurred ~~claims~~costs related to prior years’ medical ~~claims~~costs payable of ~~$155~~$159 million, or 1.0% of the current year incurred ~~claims~~costs as reported for the year ended December 31, 2013. Actual completion factors accounted for ~~$60~~$61 million, or 0.4% ~~of the favorability, while actual medical cost trend resulted in the remaining $95 million, or 0.6%.~~

For the year ended December 31, 2013, actual experience differed from the Company’s key assumptions, resulting in favorable incurred claims related to prior years’ medical claims payable of $182 million, or 1.3% of the current year incurred claims as reported

~~Table of Contents~~

~~for the year ended December 31, 2012. Actual completion factors accounted for $74 million, or 0.5%~~ of favorability, while actual medical cost trend resulted in the remaining ~~$108~~$98 million, or ~~0.7%~~0.6%.

The impact of prior year development on shareholders’ net income was ~~$53~~$44 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 compared with ~~$77~~$46 million for the ~~nine~~six months ended ~~September~~June 30, ~~2013.~~2014. The favorable effect of prior year development for both years primarily reflects low utilization of medical services. The change in the amount of the incurred ~~claims~~costs related to prior years in the medical ~~claims~~costs payable liability does not directly correspond to an increase or decrease in the Company’s shareholders’ net income recognized for the following reasons:

First, the Company consistently recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice that require the liabilities be adequate under moderately adverse conditions. As the Company establishes the liability for each incurral year, the Company ensures that its assumptions appropriately consider moderately adverse conditions. When a portion of the development relates to a release of the prior year’s provision for moderately adverse conditions, the Company does not consider that amount as impacting shareholders’ net income to the extent that it is offset by an increase determined appropriate to address moderately adverse conditions for the current year incurred claims.

Second, as a result of the medical loss ratio (“MLR”) and risk mitigation provisions of Health Care Reform, changes in medical ~~claim~~cost estimates due to prior year development may be offset by a change in ~~the MLR rebate accrual.~~accruals related to Health Care Reform.

Third, changes in reserves for the Company’s retrospectively experience-rated business for accounts in surplus ~~do not usually impact shareholders’ net income because such amounts~~ are generally offset by a change in the ~~liability~~payment due to the policyholder. An account is in surplus when the accumulated premium received exceeds the accumulated medical costs and administrative charges, including profit charges. For additional information regarding the Company’s retrospectively experience-rated business, seepolicyholder (see page 3 of the Company’s ~~2013~~2014 Form ~~10-K.~~10-K).

The determination of liabilities for the Global Health Care medical ~~claims~~costs payable requires the Company to make critical accounting estimates. See Note 2(N) to the Consolidated Financial Statements in the Company’s ~~2013~~2014 Form 10-K.

Note 5 — Reinsurance

The Company’s insurance subsidiaries enter into agreements with other insurance companies to assume and cede reinsurance. Reinsurance is ceded primarily to limit losses from large exposures and to permit recovery of a portion of direct or assumed losses. Reinsurance is also used in acquisition and disposition transactions when the underwriting company is not being acquired. Reinsurance does not relieve the originating insurer of liability. The Company regularly evaluates the financial condition of its reinsurers and monitors its concentrations of credit risk.

Effective Exit of GMDB and GMIB Business

~~On February 4,~~In 2013, the Company entered into an agreement with Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire”) to effectively exit the guaranteed minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) ~~business~~businesses via a reinsurance transaction. Berkshire reinsured 100% of the Company’s future claim payments in these businesses, net of ~~retrocessional~~other reinsurance arrangements existing at that time. The Berkshire reinsurance agreement is subject to an overall limit ofwith approximately ~~$3.8 billion.~~

This transaction resulted in an after-tax charge to shareholders’ net income in the first quarter of 2013 of $507 million ($781 million pre-tax reported as follows: $727 million in other benefits expense; $45 million in GMIB fair value loss; and $9 million in other operating expenses). The payment to Berkshire under the agreement was $2.2$3.6 billion ~~and was funded from the sale of investment assets, tax benefits related to the transaction and available parent cash.~~remaining.

Because this effective exit was accomplished via a reinsurance contract, the amounts related to the reinsured GMDB and GMIB contracts cannot be netted, so the gross assets and liabilities must continue to be measured and reported. The following disclosures provide further context to the methods and assumptions used to determine ~~these~~GMDB assets and liabilities.

GMDB

The Company estimates this liability with an internal model based on the Company’s experience and future expectations over an extended period, consistent with the long-term nature of this product. Because the product is premium deficient, the Company records increases to the reserve if it is inadequate based on the model. ~~Prior to~~As a result of the reinsurance transaction, ~~with Berkshire, any such~~ reserve

~~Table of Contents~~

increases ~~were recorded as a charge to shareholders’ net income. Reserve increases after the reinsurance transaction are expected to~~ have a corresponding increase in the recorded reinsurance recoverable, provided the increased recoverable remains within the overall Berkshire limit (including the GMIB assets).

The Company’s dynamic hedge programs were discontinued at the time of the Berkshire reinsurance transaction in 2013. These hedge programs generated losses (included in other revenues) of $32 million for the nine months ended September 30, 2013.

Activity in the future policy benefit reserve for the GMDB business was as follows:

	For the period ended				For the period ended
	September 30,		December 31,		June 30,		December 31,
(In millions)	2014		2013		2015		2014
Balance at January 1	$	1,396	$	1,090	$	1,270	$	1,396
Add: Unpaid claims	18		24		16		18
Less: Reinsurance and other amounts recoverable	1,317		42		1,186		1,317
Balance at January 1, net	97		1,072		100		97
Add: Incurred benefits	2		699		1		3
Less: Paid benefits (including the $1,647 payment in 2013 for the Berkshire reinsurance transaction)	-		1,674
Less: Paid benefits					(1)		-
Ending balance, net	99		97		102		100
Less: Unpaid claims	17		18		16		16
Add: Reinsurance and other amounts recoverable	1,225		1,317		1,143		1,186
Ending balance	$	1,307	$	1,396	$	1,229	$	1,270

Benefits paid and incurred are net of ceded amounts. The ending net retained reserve is to cover ongoing administrative expenses, as well as the few claims retained by the Company.

The death benefit coverage in force for GMDB contracts assumed by the Company was ~~$2.9~~$2.7 billion as of ~~September~~June 30, ~~2014~~2015 and ~~$3.0~~$2.8 billion as of December 31, ~~2013~~2014 assuming no reinsurance. The death benefit coverage in force is the amount the Company would have to pay if all contract holders (approximately ~~363,000~~338,000 as of ~~September~~June 30, ~~2014~~2015 and ~~390,000~~354,000 as of December 31, ~~2013)~~2014) died as of the specified date. ~~Unless the Berkshire reinsurance limit is exceeded, the~~The Company ~~would~~should be reimbursed in full for these ~~payments.~~payments unless the Berkshire reinsurance limit is exceeded. The aggregate value of the underlying mutual fund investments for these GMDB contracts was ~~$13.1~~$12.4 billion as of ~~September~~June 30, ~~2014~~2015 and ~~$14.1~~$13.1 billion as of December 31, ~~2013.~~

~~GMIB~~

As discussed further in Note 7, because GMIB contracts are without significant life insurance risk, they are not accounted for as insurance products. Instead, the Company reports GMIB liabilities and assets as derivatives at fair value. The GMIB assets are classified in other assets, including other intangibles, and the GMIB liabilities are classified in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheet. Disclosures related to fair value are included in Note 7 and derivatives are further described in Note 9.

~~GMIB assets included $409 million as of~~ September 30, 2014 and $352 million as of December 31, 2013 from Berkshire, and were 100% secured by assets in a trust. GMIB assets also included $471 million as of September 30, 2014 and $399 million as of December 31, 2013 from two other retrocessionaires, and 38% were secured by assets in a trust.

~~Table of Contents~~2014.

Effects of Reinsurance

In the Company’s Consolidated Statements of Income, ~~Premiums and fees~~premiums were reported net of amounts ceded ~~premiums,~~to reinsurers and ~~Total benefits~~Global Health Care medical costs and other benefit expenses were reported net of reinsurance recoveries in the following amounts:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In millions)

2014

2013

2014

2013

Ceded premiums and fees

Individual life insurance and annuity business sold

$
38

$
39

$
127

$
130

Other

80

90

260

273

Total

$
118

$
129

$
387

$
403

Reinsurance recoveries

Individual life insurance and annuity business sold

$
46

$
74

$
214

$
256

Other

122

125

292

(69)

Total

$
168

$
199

$
506

$
187

As noted in the GMDB section above, recoveries for the nine months ended September 30, 2013 are net of a decrease in reinsurance recoverables from a change in the growth rate assumption, due to discontinuing the hedge programs at the time of the reinsurance transaction with Berkshire.

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2015		2014		2015		2014
Ceded premiums
Individual life insurance and annuity business sold	$	42	$	44	$	83	$	89
Other	104		84		193		180
Total	$	146	$	128	$	276	$	269
Reinsurance recoveries
Individual life insurance and annuity business sold	$	61	$	69	$	147	$	168
Other	127		88		200		170
Total	$	188	$	157	$	347	$	338

Reinsurance Recoverables

Components of the Company’s reinsurance recoverables are presented below:

(In millions)

Line of Business

Reinsurer(s)

September 30,
2014

December 31,
2013

Collateral and Other Terms
at September 30, 2014

GMDB

Berkshire

$
1,185

$
1,276

100% secured by assets in a trust.

Other

40

41

98% secured by assets in a trust or letter of credit.

Individual Life and Annuity (sold)

Lincoln National Life and Lincoln Life &Annuity of New York

3,825

3,905

Both companies’ ratings are sufficient to avoid triggering a contractual obligation to fully secure the outstanding balance.

Retirement Benefits Business (sold)

Prudential Retirement Insurance and Annuity

1,115

1,200

100% secured by assets in a trust.

Supplemental Benefits business

Great American Life

342

363

100% secured by assets in a trust.

Global Health Care, Global Supplemental Benefits, Group Disability and Life

Various

485

407

Recoverables from more than 80 reinsurers used in the ordinary course of business. Balances range from less than $1 million up to $110 million, with 10% secured by assets in trusts or letters of credit.

Other run-off reinsurance

Various

94

107

90% of this balance is secured by assets in a trust.

Total reinsurance recoverables

$
7,086

$
7,299

Line of Business	Reinsurer(s)	June 30, 2015		December 31, 2014		Collateral and Other Terms at June 30, 2015

GMDB	Berkshire	$	1,105	$	1,147	100% secured by assets in a trust.

	Other	38		39		99% secured by assets in a trust or letter of credit.

Individual Life and Annuity (sold in 1998)	Lincoln National Life and Lincoln Life &Annuity of New York	3,748		3,817		Both companies’ ratings are sufficient to avoid triggering a contractual obligation to fully secure the outstanding balance.

Retirement Benefits Business (sold in 2004)	Prudential Retirement Insurance and Annuity	1,050		1,092		100% secured by assets in a trust.

Supplemental Benefits Business (2012 acquisition)	Great American Life	326		336		100% secured by assets in a trust.

Global Health Care, Global Supplemental Benefits, Group Disability and Life	Various	667		561		Recoverables from approximately 80 reinsurers, including the U.S. Government, used in the ordinary course of business. Balances range from less than $1 million up to $277 million, with 9% secured by assets in trusts or letters of credit.

Other run-off reinsurance	Various	87		88		99% of this balance is secured by assets in trusts.


Total reinsurance recoverables		$	7,021	$	7,080

~~Reserves for underlying~~Over 90% of the Company’s reinsurance ~~exposures assumed~~recoverables were from companies that are rated A or higher by Standard & Poor’s at June 30, 2015. The Company reviews its reinsurance arrangements and establishes reserves against the ~~Company, as well as those for amounts recoverable from reinsurers and retrocessionaires for both ongoing operations and~~recoverables if recovery is not considered probable. As of June 30, 2015, the ~~run-off reinsurance operation, are considered appropriate as~~Company’s recoverables were net of ~~September 30, 2014 based on current information.~~a reserve of $4 million. The Company bears the risk of loss if its reinsurers and retrocessionaires do not meet or are unable to meet their reinsurance obligations to the Company.

~~Table of Contents~~

Note 6 — Organizational Efficiency ~~Plans~~Plan

The Company is regularly evaluating ways to deliver its products and services more efficiently and at a lower cost. ~~During 2013 and 2012, the Company adopted specific plans to increase its organizational efficiency as follows.~~

~~2013 Plan.~~ During the fourth quarter of 2013, the Company committed to a plan to increase its organizational efficiency and reduce costs through a series of actions that includes employee headcount reductions. As a result, the Company recognized charges in other operating expenses of $60 million pre-tax ($40 million after-tax) in the fourth quarter of 2013, primarily for severance costs. ~~The Company expects most~~As of June 30, 2015, the ~~severance to be paid by the end of 2015.~~

~~2012 Plan.~~ During the third quarter of 2012, in connection with the execution of its strategy, the Company committed to a series of actions to further improve its organizational alignment, operational effectiveness, and efficiency. As a result, the Company recognized charges in other operating expenses of $77 million pre-tax ($50 million after-tax) in the third quarter of 2012 consisting primarily of severance costs. The costs associated with this plan were substantially paid as of March 31, 2014.

~~Summarized below~~remaining balance is ~~activity for these plans for 2013 and the nine months ended September 30, 2014.~~$15 million.

(In millions)

Severance

Real estate

Total
Balance, January 1, 2013
$
67
$
4
$
71
Fourth quarter 2013 charge

47

13

60
Less: 2013 Payments

46

4

50
Balance, December 31, 2013

68

13

81
Less: First quarter 2014 payments

11

1

12
Less: Second quarter 2014 payments

7

1

8
Less: Third quarter 2014 payments

14

1

15
Balance, September 30, 2014
$
36
$
10
$
46

Note 7 — Fair Value Measurements

The Company carries certain financial instruments at fair value in the financial statements including fixed maturities, equity securities, short-term investments and derivatives. Other financial instruments are measured at fair value under certain conditions, such as when impaired.

Fair value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a market participant, not the amount that would be paid to settle the liability with the creditor.

The Company’s financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument’s fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).

The Company estimates fair values using prices from third parties or internal pricing methods. Fair value estimates received from third-party pricing services are based on reported trade activity and quoted market prices when available, and other market information that a market participant may use to estimate fair value. The internal pricing methods are performed by the Company’s investment professionals and generally involve using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality, as well as other qualitative factors. In instances where there is little or no market activity for the same or similar instruments, fair value is estimated using methods, models and assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. These valuation techniques involve some level of estimation and judgment that becomes significant with increasingly complex instruments or pricing models.

~~Table of Contents~~

The Company is responsible for determining fair value, as well as the appropriate level within the fair value hierarchy, based on the significance of unobservable inputs. The Company reviews methodologies, processes and controls of third-party pricing services and compares prices on a test basis to those obtained from other external pricing sources or internal estimates. The Company performs ongoing analyses of both prices received from third-party pricing services and those developed internally to determine that they represent appropriate estimates of fair value. The controls completed by the Company and third-party pricing services include reviewing to ensure that prices do not become stale and whether changes from prior valuations are reasonable or require additional review. The Company also performs sample testing of sales values to confirm the accuracy of prior fair value estimates. Exceptions identified during these processes indicate that adjustments to prices are infrequent and do not significantly impact valuations.

Financial Assets and Financial Liabilities Carried at Fair Value

The following tables provide information as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014 about the Company’s financial assets and liabilities carried at fair value. Separate account assets that are also recorded at fair value on the Company’s Consolidated Balance Sheets are reported separately under the heading “Separate account assets” as gains and losses related to these assets generally accrue directly to policyholders.

September 30, 2014 (In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2015 (In millions)									Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets at fair value:
Fixed maturities:
Federal government and agency	$	585	$	657	$	-	$	1,242	$	249	$	580	$	-	$	829
State and local government	-		1,948		-		1,948		-		1,771		-		1,771
Foreign government	-		1,853		4		1,857		-		1,953		4		1,957
Corporate	-		12,520		429		12,949		-		13,144		292		13,436
Federal agency mortgage-backed	-		12		-		12
Other mortgage-backed	-		73		1		74
Mortgage-backed									-		56		1		57
Other asset-backed	-		208		507		715		-		204		315		519
Total fixed maturities (1)	585		17,271		941		18,797		249		17,708		612		18,569
Equity securities	61		86		43		190		33		102		54		189
Subtotal	646		17,357		984		18,987		282		17,810		666		18,758
Short-term investments	-		153		-		153		-		97		-		97
GMIB assets (2)	-		-		880		880		-		-		867		867
Other derivative assets (3)	-		2		-		2		-		12		-		12
Total financial assets at fair value, excluding separate accounts	$	646	$	17,512	$	1,864	$	20,022	$	282	$	17,919	$	1,533	$	19,734
Financial liabilities at fair value:
GMIB liabilities	$	-	$	-	$	857	$	857	$	-	$	-	$	841	$	841
Other derivative liabilities (3)	-		8		-		8
Total financial liabilities at fair value	$	-	$	8	$	857	$	865	$	-	$	-	$	841	$	841

(1)	Fixed maturities included ~~$684~~$558 million of net appreciation required to adjust future policy benefits for the run-off settlement annuity business including ~~$70~~$32 million of appreciation for securities classified in Level 3. See Note 8 for additional information.
(2)	The GMIB assets represent retrocessional contracts in place from three external reinsurers that cover the exposures on these contracts. ~~See Note 5 for additional information.~~
(3)	Other derivative assets included $12 million of interest rate and ~~other derivative liabilities reflected~~ foreign currency ~~and interest rate~~ swaps qualifying as cash flow hedges. See Note 9 for additional information.

~~Table of Contents~~

December 31, 2013 (In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2014 (In millions)									Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial assets at fair value:
Fixed maturities:
Federal government and agency	$	297	$	583	$	-	$	880	$	290	$	664	$	-	$	954
State and local government	-		2,144		-		2,144		-		1,856		-		1,856
Foreign government	-		1,421		23		1,444		-		1,936		4		1,940
Corporate	-		10,476		505		10,981		-		13,105		393		13,498
Federal agency mortgage-backed	-		76		-		76
Other mortgage-backed	-		76		1		77
Mortgage-backed									-		84		1		85
Other asset-backed	-		282		602		884		-		234		416		650
Total fixed maturities (1)	297		15,058		1,131		16,486		290		17,879		814		18,983
Equity securities	8		74		59		141		61		85		43		189
Subtotal	305		15,132		1,190		16,627		351		17,964		857		19,172
Short-term investments	-		631		-		631		-		163		-		163
GMIB assets (2)	-		-		751		751		-		-		953		953
Other derivative assets (3)	-		3		-		3		-		6		-		6
Total financial assets at fair value, excluding separate accounts	$	305	$	15,766	$	1,941	$	18,012	$	351	$	18,133	$	1,810	$	20,294
Financial liabilities at fair value:
GMIB liabilities	$	-	$	-	$	741	$	741	$	-	$	-	$	929	$	929
Other derivative liabilities (3)	-		16		-		16		-		1		-		1
Total financial liabilities at fair value	$	-	$	16	$	741	$	757	$	-	$	1	$	929	$	930

(1)	Fixed maturities included ~~$458~~$756 million of net appreciation required to adjust future policy benefits for the run-off settlement annuity business including ~~$60~~$65 million of appreciation for securities classified in Level 3. See Note 8 for additional information.
(2)	The GMIB assets represented retrocessional contracts in place from three external reinsurers that cover the exposures on these contracts. ~~See Note 5 for additional information.~~
(3)	Other derivative assets ~~reflected interest rate and foreign currency swaps qualifying as cash flow hedges. Other derivative liabilities~~ included ~~$15~~$5 million of interest rate and foreign currency swaps qualifying as cash flow hedges and $1 million of interest rate swaps qualifying as fair value hedges. Other derivative liabilities reflected interest rate and foreign currency swaps ~~not designated~~qualifying as ~~accounting~~cash flow hedges. See Note 9 for additional information.

Level 1 Financial Assets

Inputs for instruments classified in Level 1 include unadjusted quoted prices for identical assets in active markets accessible at the measurement date. Active markets provide pricing data for trades occurring at least weekly and include exchanges and dealer markets.

Assets in Level 1 include actively-traded U.S. government bonds and exchange-listed equity securities. Given the narrow definition of Level 1 and the Company’s investment asset strategy to maximize investment returns, a relatively small portion of the Company’s investment assets are classified in this category.

Level 2 Financial Assets and Financial Liabilities

Inputs for instruments classified in Level 2 include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are market observable or can be corroborated by market data for the term of the instrument. Such other inputs include market interest rates and volatilities, spreads and yield curves. An instrument is classified in Level 2 if the Company determines that unobservable inputs are insignificant.

Fixed maturities and equity securities. Approximately ~~92%~~95% of the Company’s investments in fixed maturities and equity securities are classified in Level 2 including most public and private corporate debt and equity securities, federal agency and municipal bonds, non-government mortgage-backed securities and preferred stocks. Because many fixed maturities do not trade daily, third-party pricing services and internal methods often use recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data, and industry and economic events. For mortgage-backed securities, inputs and assumptions may also

~~Table of Contents~~

include characteristics of the issuer, collateral attributes, prepayment speeds and credit rating.

Nearly all of these instruments are valued using recent trades or pricing models. Less than 1% of the fair value of investments classified in Level 2 ~~represent~~represents foreign bonds that are valued using a single unadjusted market-observable input derived by averaging multiple broker-dealer quotes, consistent with local market practice.

Short-term investments are carried at fair value which approximates cost. On a regular basis, the Company compares market prices for these securities to recorded amounts to validate that current carrying amounts approximate exit prices. The short-term nature of the investments and corroboration of the reported amounts over the holding period support their classification in Level 2.

Other derivatives classified in Level 2 represent over-the-counter instruments such as interest rate and foreign currency swap contracts. Fair values for these instruments are determined using market observable inputs including forward currency and interest rate curves and widely published market observable indices. Credit risk related to the counterparty and the Company is considered when estimating the fair values of these derivatives. However, the Company is largely protected by collateral arrangements with counterparties, and determined that no adjustment for credit risk was required as of ~~September~~June 30, ~~2014~~2015 or December 31, ~~2013.~~2014. Level 2 also includes exchange-traded interest rate swap contracts. Credit risk related to the clearinghouse counterparty and the Company is considered minimal when estimating the fair values of these derivatives because of upfront margin deposits and daily settlement requirements. The nature and use of these other derivatives are described in Note 9.

Level 3 Financial Assets and Financial Liabilities

Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and significant to their resulting fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

The Company classifies certain newly issued, privately-placed, complex or illiquid securities, as well as assets and liabilities relating to GMIB, in Level 3.

~~Fixed maturities and equity securities~~. Approximately 5%4% of fixed maturities and equity securities are priced using significant unobservable inputs and classified in this ~~category, including:~~category.

September 30,

December 31,
(In millions)

2014

2013
Other asset and mortgage-backed securities - valued using pricing models

$
508

$
603
Corporate and government fixed maturities - valued using pricing models

369

417
Corporate fixed maturities - valued at transaction price

64

111
Equity securities - valued at transaction price

43

59
Total

$
984

$
1,190

Fair values of other asset and mortgage-backed securities, corporate and government fixed maturities are primarily determined using pricing models that incorporate the specific characteristics of each asset and related assumptions including the investment type and structure, credit quality, industry and maturity date in comparison to current market indices, spreads and liquidity of assets with similar characteristics. For other asset and mortgage-backed securities, inputs and assumptions for pricing may also include collateral attributes and prepayment speeds. Recent trades in the subject security or similar securities are assessed when available, and the Company may also review published research, as well as the issuer’s financial statements, in its evaluation. Approximately 6% of fixed maturities classified in Level 3 represent single, unadjusted, non-binding broker quotes that are not considered market observable. Certain private equity investments and subordinated corporate fixed maturities, representing approximately 11% of securities included in Level 3, are valued at transaction price in the absence of market data indicating a change in the estimated fair values.

Quantitative Information about Unobservable Inputs

The following tables summarize the fair value and significant unobservable inputs used in pricing Level 3 securities that were developed directly by the Company as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013.~~2014. The range and weighted average basis point amounts (“bps”) for fixed maturity spreads (adjustment to discount rates) and price-to-earnings multiples for equity investments reflect the Company’s best estimates of the unobservable adjustments a market participant would make to ~~the market observable spreads (adjustment to discount rates) used to~~ calculate the fair ~~values in a discounted cash flow analysis.~~

~~Table of Contents~~values.

Other asset and mortgage-backed securities. The significant unobservable inputs used to value the following other asset and mortgage-backed securities are liquidity and weighting of credit spreads. When there is limited trading activity for the security, an adjustment for liquidity is made as of the measurement date that considers current market conditions, issuer circumstances and complexity of the security structure. An adjustment to weight credit spreads is needed to value a more complex bond structure with multiple underlying collateral and no standard market valuation technique. The weighting of credit spreads is primarily based on the underlying collateral’s characteristics and their proportional cash flows supporting the bond obligations. The resulting wide range of unobservable adjustments in the table below is due to the varying liquidity and quality of the underlying collateral, ranging from high credit quality to below investment grade.

Corporate and government fixed maturities. The significant unobservable input used to value the following corporate and government fixed maturities is an adjustment for liquidity. When there is limited trading activity for the security, an adjustment is needed to reflect current market conditions and issuer circumstances.

As of September 30, 2014
(In millions except basis points)

Fair Value

Unobservable
Input

Unobservable Adjustment
to Discount Rates
Range (Weighted Average)
in Basis Points

Other asset and mortgage-backed securities

$
501

Liquidity

40-350 (140)

Weighting of credit spreads

140-2,540 (250)

Corporate and government fixed maturities

$
316

Liquidity

80-340 (170)

Equity securities. The significant unobservable input used to value the following equity securities is a multiple of earnings before interest, taxes, depreciation and amortization (“EBITDA”). These securities are comprised of private equity investments with limited trading activity and therefore a ratio of EBITDA is used to estimate value based on company circumstances and relative risk characteristics.

As of June 30, 2015 (Fair value in millions )	Fair Value		Unobservable Input	Unobservable Adjustment Range (Weighted Average)
Fixed maturities:
Other asset and mortgage-backed securities	$	315	Liquidity	60 - 390 (170) bps
			Weighting of credit spreads	160 - 1,910 (280) bps
Corporate and government fixed maturities		250	Liquidity	70 -930 (260) bps
Total fixed maturities		565
Equity securities		54	Price-to-earnings multiples	4.2 - 9.8 (7.9)
Subtotal		619
Pricing exemption securities(1)		47
Total Level 3 securities	$	666

As of December 31, 2013
(In millions except basis points)

Fair Value

Unobservable
Input

Unobservable Adjustment
to Discount Rates
Range (Weighted Average)
in Basis Points

Other asset and mortgage-backed securities

$
593

Liquidity

60 - 620 (170)

Weighting of credit spreads

120 - 2,090 (290)

Corporate and government fixed maturities

$
305

Liquidity

80 - 370 (200)

(1) The fair values for these securities use single, unadjusted non-binding broker quotes not developed directly by the Company.

As of December 31, 2014 (Fair value in millions )	Fair Value		Unobservable Input	Unobservable Adjustment Range (Weighted Average)
Fixed maturities:
Other asset and mortgage-backed securities	$	417	Liquidity	60 - 370 (140) bps
			Weighting of credit spreads	160 - 2,560 (290) bps
Corporate and government fixed maturities		344	Liquidity	80 - 930 (262) bps
Total fixed maturities		761
Equity securities		43	Price-to-earnings multiples	4.2 - 9.8 (8.1)
Subtotal		804
Pricing exemption securities(1)		53
Total Level 3 securities	$	857

(1) The fair values for these securities use single, unadjusted non-binding broker quotes not developed directly by the Company.

Significant increases in ~~any of these inputs~~fixed maturity spreads would result in a lower fair value measurement while decreases in these inputs would result in a higher fair value measurement. Significant decreases in equity price-to-earnings multiples would result in a lower fair value measurement while increases in these inputs would result in a higher fair value measurement. Generally, the unobservable inputs are not interrelated and a change in the assumption used for one unobservable input is not accompanied by a change in the other unobservable input. The tables do not include Level 3 securities when fair value and significant unobservable inputs were not developed directly by the Company, including securities using single, unadjusted non-binding broker quotes and securities valued at transaction price. See the preceding discussion regarding the Company’s valuation processes and controls.

~~Guaranteed minimum income benefit~~GMIB contracts.As discussed in Note 5, the Company effectively exited ~~from this~~the GMIB business in 2013. Although these GMIB assets and liabilities must continue to be reported as derivatives at fair value, the only assumption that is expected to impact future shareholders’ net income is the risk of non-performance. This assumption reflects a market participant’s view of (a) the risk of the Company not fulfilling its GMIB obligations (GMIB liabilities) and (b) the credit risk that the reinsurers do not pay their obligations (GMIB assets). As of June 30, 2015, there were three reinsurers for GMIB, with collateral securing 67% of the balance.

The Company reports GMIB liabilities and assets as derivatives at fair value because cash flows of these liabilities and assets are affected by equity markets and interest rates, but are without significant life insurance risk and are settled in lump sum payments. Under the terms of these written and purchased contracts, the Company periodically receives and pays fees based on either contractholders’ account values or deposits increased at a contractual rate. The Company will also pay and receive cash depending on ~~changes in~~ account values and interest rates when ~~contractholders first elect~~a contractholder elects to begin to receive minimum income payments. The Company estimates the fair value of the assets and liabilities for GMIB contracts by calculating the results for many scenarios run through a model utilizing various assumptions that include non-performance risk, among other things.

The non-performance risk adjustment is incorporated by adding an additional spread to the discount rate in the calculation of both (a) the GMIB liabilities to reflect a market participant’s view of the risk of the Company not fulfilling its GMIB obligations, and (b) the GMIB assets to reflect a market participant’s view of the credit risk of the reinsurers, after considering collateral. ~~Non-performance risk adjustments had an immaterial effect on shareholders’ net income for the three months and nine months ended September 30, 2014 and 2013.~~

~~Table of Contents~~

Other assumptions that affect GMIB assets and liabilities include capital market assumptions (including market returns, interest rates and market volatilities of the underlying equity and bond mutual fund investments) and future annuitant behavior (including mortality, lapse, and annuity election rates). As certain assumptions used to estimate fair values for these contracts are largely unobservable (primarily related to future annuitant behavior), the Company classifies GMIB assets and liabilities in Level 3.

The Company regularly evaluates each of the assumptions used in establishing these assets and liabilities. Significant decreases in assumed lapse rates or spreads used to calculate non-performance risk, or increases in assumed annuity election rates, would result in higher fair value measurements. A change in one of these assumptions is not necessarily accompanied by a change in another assumption.

GMIB liabilities are reported in the Company’s Consolidated Balance Sheets in accounts payable, accrued expenses and other liabilities. GMIB assets associated with these contracts represent net receivables in connection with reinsurance that the Company has purchased from three external reinsurers and are reported in the Company’s Consolidated Balance Sheets in other assets, including other intangibles.

Changes in Level 3 Financial Assets and Financial Liabilities Carried at Fair Value

The following tables summarize the changes in financial assets and financial liabilities classified in Level 3 for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013.~~2014. Separate account asset changes are reported separately under the heading “Separate account assets” as the changes in fair values of these assets accrue directly to the policyholders. Gains and losses reported in these tables may include net changes in fair value that are attributable to both observable and unobservable inputs.

For the Three Months Ended September 30, 2014 (In millions)	Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at July 1, 2014	$	1,122	$	863	$	(839)	$	24
For the Three Months Ended June 30, 2015 (In millions)									Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at April 1, 2015									$	818	$	970	$	(948)	$	22
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)	-		33		(33)		-		-		(94)		94		-
Other	-		-		2		2		15		1		3		4
Total gains (losses) included in shareholders’ net income	-		33		(31)		2		15		(93)		97		4
Losses included in other comprehensive income	(3)		-		-		-		(19)		-		-		-
Losses required to adjust future policy benefits for settlement annuities (1)	(3)		-		-		-		(4)		-		-		-
Purchases, sales and settlements:
Purchases	6		-		-		-		100		-		-		-
Sales	(2)		-		-		-		(210)		-		-		-
Settlements	(43)		(16)		13		(3)		(4)		(10)		10		-
Total purchases, sales and settlements	(39)		(16)		13		(3)		(114)		(10)		10		-
Transfers into/(out of) Level 3:
Transfers into Level 3	10		-		-		-		-		-		-		-
Transfers out of Level 3	(103)		-		-		-		(30)		-		-		-
Total transfers into/(out of) Level 3	(93)		-		-		-		(30)		-		-		-
Balance at September 30, 2014	$	984	$	880	$	(857)	$	23
Balance at June 30, 2015									$	666	$	867	$	(841)	$	26
Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date	$	1	$	33	$	(31)	$	2	$	-	$	(93)	$	97	$	4

(1) Amounts do not accrue to shareholders.

For the Three Months Ended June 30, 2014 (In millions)	Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at April 1, 2014	$	1,198	$	815	$	(794)	$	21
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)	-		53		(53)		-
Other	2		3		(2)		1
Total gains (losses) included in shareholders’ net income	2		56		(55)		1
Gains included in other comprehensive income	9		-		-		-
Gains required to adjust future policy benefits for settlement annuities (1)	20		-		-		-
Purchases, sales and settlements:
Purchases	53		-		-		-
Sales	(91)		-		-		-
Settlements	(46)		(8)		10		2
Total purchases, sales and settlements	(84)		(8)		10		2
Transfers into/(out of) Level 3:
Transfers into Level 3	30		-		-		-
Transfers out of Level 3	(53)		-		-		-
Total transfers into/(out of) Level 3	(23)		-		-		-
Balance at June 30, 2014	$	1,122	$	863	$	(839)	$	24
Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date	$	1	$	56	$	(55)	$	1

(1) Amounts do not accrue to shareholders.

~~Table of Contents~~

For the Three Months Ended September 30, 2013 (In millions)	Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at July 1, 2013	$	1,209	$	945	$	(922)	$	23
For the Six Months Ended June 30, 2015 (In millions)									Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at January 1, 2015									$	857	$	953	$	(929)	$	24
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)	-		(81)		81		-		-		(67)		67		-
Other	3		10		(16)		(6)		28		-		2		2
Total gains (losses) included in shareholders’ net income	3		(71)		65		(6)		28		(67)		69		2
Losses included in other comprehensive income	(1)		-		-		-		(17)		-		-		-
Losses required to adjust future policy benefits for settlement annuities (1)	(8)		-		-		-
Gains required to adjust future policy benefits for settlement annuities (1)									2		-		-		-
Purchases, sales and settlements:
Purchases	64		-		-		-		111		-		-		-
Sales	(18)		-		-		-		(228)		-		-		-
Settlements	(35)		(21)		16		(5)		(7)		(19)		19		-
Total purchases, sales and settlements	11		(21)		16		(5)		(124)		(19)		19		-
Transfers into/(out of) Level 3:
Transfers into Level 3	32		-		-		-		1		-		-		-
Transfers out of Level 3	(20)		-		-		-		(81)		-		-		-
Total transfers into/(out of) Level 3	12		-		-		-		(80)		-		-		-
Balance at September 30, 2013	$	1,226	$	853	$	(841)	$	12
Balance at June 30, 2015									$	666	$	867	$	(841)	$	26
Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date	$	2	$	(71)	$	65	$	(6)	$	-	$	(67)	$	69	$	2

(1) Amounts do not accrue to shareholders.

For the Nine Months Ended September 30, 2014
(In millions)

Fixed Maturities &
Equity Securities

GMIB Assets

GMIB Liabilities

GMIB Net

Balance at January 1, 2014

$
1,190

$
751

$
(741)

$
10

Gains (losses) included in shareholders’ net income:

GMIB fair value gain/(loss)

-

163

(163)

-

Other

14

2

12

14

Total gains (losses) included in shareholders’ net income

14

165

(151)

14

Gains included in other comprehensive income

14

-

-

-

Gains required to adjust future policy benefits for settlement annuities (1)

39

-

-

-

Purchases, sales and settlements:

Purchases

83

-

-

-

Sales

(117)

-

-

-

Settlements

(150)

(36)

35

(1)

Total purchases, sales and settlements

(184)

(36)

35

(1)

Transfers into/(out of) Level 3:

Transfers into Level 3

164

-

-

-

Transfers out of Level 3

(253)

-

-

-

Total transfers into/(out of) Level 3

(89)

-

-

-

Balance at September 30, 2014

$
984

$
880

$
(857)

$
23

Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date

$
3

$
165

$
(151)

$
14

~~(1) Amounts do not accrue to shareholders.~~

~~Table of Contents~~

For the Nine Months Ended September 30, 2013
(In millions)

Fixed Maturities &
Equity Securities

GMIB Assets

GMIB Liabilities

GMIB Net

Balance at January 1, 2013

$
1,351

$
622

$
(1,170)

$
(548)

Gains (losses) included in shareholders’ net income:

GMIB fair value gain/(loss)

-

(286)

286

-

Other

13

12

(16)

(4)

Total gains (losses) included in shareholders’ net income

13

(274)

270

(4)

Losses included in other comprehensive income

(18)

-

-

-

Losses required to adjust future policy benefits for settlement annuities (1)

(46)

-

-

-

Purchases, sales and settlements:

Purchases

104

-

-

-

Sales

(48)

-

-

-

Settlements

(96)

505

59

564

Total purchases, sales and settlements

(40)

505

59

564

Transfers into/(out of) Level 3:

Transfers into Level 3

101

-

-

-

Transfers out of Level 3

(135)

-

-

-

Total transfers into/(out of) Level 3

(34)

-

-

-

Balance at September 30, 2013

$
1,226

$
853

$
(841)

$
12

Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date

$
6

$
(274)

$
270

$
(4)

For the Six Months Ended June 30, 2014 (In millions)	Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at January 1, 2014	$	1,190	$	751	$	(741)	$	10
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)	-		130		(130)		-
Other	14		2		10		12
Total gains (losses) included in shareholders’ net income	14		132		(120)		12
Gains included in other comprehensive income	17		-		-		-
Gains required to adjust future policy benefits for settlement annuities (1)	42		-		-		-
Purchases, sales and settlements:
Purchases	77		-		-		-
Sales	(115)		-		-		-
Settlements	(107)		(20)		22		2
Total purchases, sales and settlements	(145)		(20)		22		2
Transfers into/(out of) Level 3:
Transfers into Level 3	154		-		-		-
Transfers out of Level 3	(150)		-		-		-
Total transfers into/(out of) Level 3	4		-		-		-
Balance at June 30, 2014	$	1,122	$	863	$	(839)	$	24
Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date	$	2	$	132	$	(120)	$	12

(1) Amounts do not accrue to shareholders.

As noted in the tables above, total gains and losses included in shareholders’ net income are reflected in the following captions in the Consolidated Statements of Income:

·	Realized investment gains (losses) and net investment income for amounts related to fixed maturities and equity securities and realized investment gains (losses) for the impact of changes in non-performance risk related to GMIB assets and liabilities, ~~beginning February 4, 2013,~~ similar to hedge ineffectiveness; and
·	~~GMIB fair value (gain) loss~~Other operating expenses for amounts related to GMIB assets and liabilities (GMIB fair value gain/loss), except for the impact of changes in non-performance ~~risk subsequent to February 4, 2013.~~risk.

In the tables above, gains and losses included in other comprehensive income are reflected in net unrealized appreciation (depreciation) on securities in the Consolidated Statements of Comprehensive Income.

Reclassifications impacting Level 3 financial instruments are reported as transfers into or out of the Level 3 category as of the beginning of the quarter in which the transfer occurs. Therefore gains and losses in income only reflect activity for the period the instrument was classified in Level 3.

Transfers into or out of the Level 3 category occur when unobservable inputs, such as the Company’s best estimate of what a market participant would use to determine a current transaction price, become more or less significant to the fair value measurement. For the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~September~~June 30, ~~2013,~~2014, transfers between Level 2 and Level 3 primarily reflect the change in significance of the unobservable inputs used to value certain public and private corporate bonds, principally related to liquidity of the securities and credit risk of the issuers.

Because GMIB reinsurance arrangements remain in effect at the reporting date, the Company has reflected the total gain or loss for the period as the total gain or loss included in income attributable to instruments still held at the reporting date. However, the Company reduces the GMIB assets and liabilities resulting from these reinsurance arrangements when annuitants lapse, die, elect their benefit, or reach the age after which the right to elect their benefit expires.

~~Table of Contents~~

Separate account assets

Fair values and changes in the fair values of separate account assets generally accrue directly to the policyholders and are excluded from the Company’s revenues and expenses. As of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014, separate account assets were as follows:

September 30, 2014 (In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
June 30, 2015 (In millions)									Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Guaranteed separate accounts (See Note 16)	$	248	$	279	$	-	$	527	$	239	$	313	$	-	$	552
Non-guaranteed separate accounts (1)	1,849		5,132		1,074		8,055		1,656		4,941		1,162		7,759
Total separate account assets	$	2,097	$	5,411	$	1,074	$	8,582	$	1,895	$	5,254	$	1,162	$	8,311

(1) As of ~~September~~June 30, ~~2014,~~2015, non-guaranteed separate accounts included ~~$4.0~~$3.7 billion in assets supporting the Company’s pension plans, including ~~$1,024 million~~$1.1 billion classified in Level 3.

December 31, 2013 (In millions)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2014 (In millions)									Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Guaranteed separate accounts (See Note 16)	$	264	$	284	$	-	$	548	$	242	$	288	$	-	$	530
Non-guaranteed separate accounts (1)	1,844		4,825		1,035		7,704		1,609		5,031		1,158		7,798
Total separate account assets	$	2,108	$	5,109	$	1,035	$	8,252	$	1,851	$	5,319	$	1,158	$	8,328

(1) As of December 31, ~~2013,~~2014, non-guaranteed separate accounts included $3.8 billion in assets supporting the Company’s pension plans, including ~~$983 million~~$1.1 billion classified in Level 3.

Separate account assets in Level 1 primarily include exchange-listed equity securities. Level 2 assets primarily include:

· corporate and structured bonds valued using recent trades of similar securities or pricing models that discount future cash flows at estimated market interest rates as described above; and

· actively-traded institutional and retail mutual fund investments and separate accounts priced using the daily net asset value which is the exit price.

Separate account assets classified in Level 3 include investments primarily in securities partnerships, real estate and hedge funds generally valued based on the separate account’s ownership share of the equity of the investee including changes in the fair values of its underlying investments.

~~Table of Contents~~

The following tables summarize the changes in separate account assets reported in Level 3 for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013.~~2014.

					Three Months Ended				Six Months Ended
	Three Months Ended September 30,				June 30,				June 30,
(In millions)	2014		2013		2015		2014		2015		2014
Balance at July 1,	$	1,074	$	1,049
Balance, beginning of period					$	1,095	$	1,069	$	1,158	$	1,035
Policyholder gains (1)	9		17		53		23		86		55
Purchases, sales and settlements:
Purchases	24		18		60		80		97		124
Sales	-		(2)		-		(2)		-		(2)
Settlements	(29)		(69)		(47)		(97)		(176)		(144)
Total purchases, sales and settlements	(5)		(53)		13		(19)		(79)		(22)
Transfers into/(out of) Level 3:
Transfers into Level 3	1		5		1		6		1		13
Transfers out of Level 3	(5)		(3)		-		(5)		(4)		(7)
Total transfers into/(out of) Level 3	(4)		2		1		1		(3)		6
Balance at September 30,	$	1,074	$	1,015
Balance, end of period					$	1,162	$	1,074	$	1,162	$	1,074

(1) Included in this amount are gains of $9$52 million and $84 million for the three months ended and six months ended June 30, 2015 attributable to instruments still held at ~~September~~June 30, ~~2014~~2015 and gains of ~~$17~~$23 million and $55 million for the three months ended and six months ended June 30, 2014 attributable to instruments still held at ~~September~~June 30, ~~2013.~~

Nine Months Ended
September 30,

(In millions)

2014

2013

Balance at January 1

$
1,035

$
1,005

Policyholder gains (1)

64

46

Purchases, sales and settlements:

Purchases

148

106

Sales

(2)

(2)

Settlements

(173)

(138)

Total purchases, sales and settlements

(27)

(34)

Transfers into/(out of) Level 3:

Transfers into Level 3

14

5

Transfers out of Level 3

(12)

(7)

Total transfers into/(out of) Level 3

2

(2)

Balance at September 30,

$
1,074

$
1,015

(1) Included in this amount are gains of $64 million attributable to instruments still held at September 30, 2014 and gains of $46 million attributable to instruments still held at September 30, 2013.2014.

Assets and Liabilities Measured at Fair Value under Certain Conditions

Some financial assets and liabilities are not carried at fair value each reporting period, but may be measured using fair value only under certain conditions, such as investments in real estate entities and commercial mortgage loans when they become impaired. Impaired real estate entities and commercial mortgage loans representing less than 1% of total investments were written down to their fair values, resulting in realized investment losses of ~~$10~~$7 million, after-tax for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and $5$10 million, ~~after-tax~~after tax for the ~~nine~~six months ended ~~September 30, 2013.~~2014.

Fair Value Disclosures for Financial Instruments Not Carried at Fair Value

The following table includes the Company’s financial instruments not recorded at fair value that are subject to fair value disclosure requirements at ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013.~~2014. Financial instruments that are carried in the Company’s Consolidated Financial Statements at amounts that approximate fair value are excluded from the following table.

~~Table of Contents~~

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2015		2014		2015		2014
Fixed maturities	$	12	$	4	$	19	$	12
Equity securities	1		-		14		17
Commercial mortgage loans	(3)		(4)		2		(4)
Other investments, including derivatives	11		65		59		82
Realized investment gains before income taxes	21		65		94		107
Less income taxes	8		22		33		37
Net realized investment gains	$	13	$	43	$	61	$	70

Included in ~~the above~~these realized investment gains (losses) ~~before income taxes~~ were pre-tax asset write-downs as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In millions)

2014

2013

2014

2013

Credit-related (1)

     $
(1)

     $
-

     $
(16)

     $
(8)

Other

(9)

(3)

(10)

(11)

Total

     $
(10)

     $
(3)

     $
(26)

     $
(19)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2015		2014		2015		2014
Credit-related (1)	$	(6)	$	(9)	$	(12)	$	(15)
Other	(9)		(1)		(14)		(1)
Total	$	(15)	$	(10)	$	(26)	$	(16)

(1) Credit-related losses include other-than-temporary declines in the fair ~~value~~values of ~~equity securities and~~fixed maturities, increases in valuation reserves on commercial mortgage loans and asset write-downs related to investments in real estate entities.

Sales information for available-for-sale fixed maturities and equity securities was as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In millions)	2015		2014		2015		2014
Proceeds from sales	$	784	$	316	$	1,177	$	510
Gross gains on sales	$	24	$	3	$	51	$	25
Gross losses on sales	$	2	$	1	$	4	$	1

Fixed Maturities and Equity Securities

The amortized cost and fair value by contractual maturity periods for fixed maturities were as follows at ~~September~~June 30, ~~2014:~~2015:

	Amortized		Fair		Amortized		Fair
(In millions)	Cost		Value		Cost		Value
Due in one year or less	$	1,181	$	1,201	$	1,126	$	1,136
Due after one year through five years	5,483		5,887		5,670		6,015
Due after five years through ten years	6,669		7,020		6,650		6,904
Due after ten years	3,134		3,888		3,327		3,938
Mortgage and other asset-backed securities	704		801		534		576
Total	$	17,171	$	18,797	$	17,307	$	18,569

Actual maturities of these securities could differ from their contractual maturities used in the table above. This could occur because issuers may have the right to call or prepay obligations, with or without ~~penalties, or because in certain cases the Company may have the option to unilaterally extend the contractual maturity date.~~penalties.

Gross unrealized appreciation (depreciation) on fixed maturities by type of issuer is shown below.

			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Appreciation		Depreciation		Value		Cost		Appreciation		Depreciation		Value
(In millions)	September 30, 2014								June 30, 2015
Federal government and agency	$	911	$	331	$	-	$	1,242	$	545	$	284	$	-	$	829
State and local government	1,768		182		(2)		1,948		1,629		145		(3)		1,771
Foreign government	1,759		106		(8)		1,857		1,842		120		(5)		1,957
Corporate	12,029		945		(25)		12,949		12,757		773		(94)		13,436
Federal agency mortgage-backed	12		-		-		12
Other mortgage-backed	72		3		(1)		74
Mortgage-backed									56		2		(1)		57
Other asset-backed	620		95		-		715		478		44		(3)		519
Total	$	17,171	$	1,662	$	(36)	$	18,797	$	17,307	$	1,368	$	(106)	$	18,569

(In millions)

December 31, 2013
Federal government and agency

    $
640

    $
242

    $
(2)

    $
880

State and local government

1,983

167

(6)

2,144

Foreign government

1,392

64

(12)

1,444

Corporate

10,306

749

(74)

10,981

Federal agency mortgage-backed

77

-

(1)

76

Other mortgage-backed

76

3

(2)

77

Other asset-backed

799

87

(2)

884

Total

    $
15,273

    $
1,312

    $
(99)

    $
16,486

~~Table of Contents~~

(In millions)	December 31, 2014
Federal government and agency	$	608	$	346	$	-	$	954
State and local government	1,682		176		(2)		1,856
Foreign government	1,824		121		(5)		1,940
Corporate	12,517		1,014		(33)		13,498
Mortgage-backed	83		3		(1)		85
Other asset-backed	564		87		(1)		650
Total	$	17,278	$	1,747	$	(42)	$	18,983

The above table includes investments with a fair value of ~~$3.1~~$2.8 billion supporting the Company’s run-off settlement annuity business, with gross unrealized appreciation of ~~$687~~$576 million and gross unrealized depreciation of $3$18 million at ~~September~~June 30, ~~2014.~~2015. Such unrealized amounts are ~~required to support the~~reported in future policy benefit liabilities ~~of this business and, as such, are not included in~~rather than accumulated other comprehensive income. At December 31, ~~2013,~~2014, investments supporting this business had a fair value of ~~$2.6~~$3.1 billion, gross unrealized appreciation of ~~$478~~$758 million and gross unrealized depreciation of ~~$20~~$2 million.

~~Included~~Review of declines in fair value. Management reviews fixed maturities with a decline in fair value from cost for impairment based on criteria that include:

· length of time and severity of decline;

· financial health and specific near term prospects of the issuer;

· changes in the regulatory, economic or general market environment of the issuer’s industry or geographic region; and

· the Company’s intent to sell or the likelihood of a required sale prior to recovery.

The table below summarizes fixed maturities with a decline in fair value from amortized cost as of June 30, 2015. These fixed maturities are primarily corporate securities with a decline in fair value that reflects an increase in market yields since purchase.

	June 30, 2015
	Fair		Amortized		Unrealized		Number
(Dollars in millions)	Value		Cost		Depreciation		of Issues
Fixed maturities:
One year or less:
Investment grade	$	2,722	$	2,786	$	(64)	515
Below investment grade	$	400	$	420	$	(20)	207
More than one year:
Investment grade	$	158	$	166	$	(8)	70
Below investment grade	$	90	$	104	$	(14)	28

There were no available for sale equity securities ~~are~~with a significant unrealized loss reflected in accumulated other comprehensive income at June 30, 2015. Equity securities also include hybrid investments consisting of preferred stock with call ~~features. These securities~~features that are carried at fair value with changes in fair value reported in other realized investment gains (losses) and dividends reported in net investment income. As of ~~September~~June 30, 2015, fair values of these securities were $60 million and amortized cost was $71 million. As of December 31, 2014, fair values of these securities were ~~$58~~$57 million and amortized cost was ~~$68~~$69 million. ~~As of December 31, 2013, fair values of these securities were $56 million and amortized cost was $68 million.~~

~~Sales information for available-for-sale fixed maturities and equity securities was as follows:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In millions)

2014

2013

2014

2013

Proceeds from sales

     $
344

     $
402

     $
854

     $
1,674

Gross gains on sales

     $
13

     $
10

     $
38

     $
93

Gross losses on sales

     $
4

     $
1

     $
5

     $
4

~~Review of declines in fair value~~. ~~Management reviews fixed maturities with a decline in fair value from cost for impairment based on criteria that include:~~

·~~length of time and severity of decline;~~

·~~financial health and specific near term prospects of the issuer;~~

·~~changes in the regulatory, economic or general market environment of the issuer’s industry or geographic region; and~~

·~~the Company’s intent to sell or the likelihood of a required sale prior to recovery.~~

~~As of September 30, 2014, fixed maturities with a decline in fair value from amortized cost (primarily corporate securities) were, by length of time of decline, as follows:~~

September 30, 2014

Fair

Amortized

Unrealized

Number

(Dollars in millions)

Value

Cost

Depreciation

of Issues

Fixed maturities:

One year or less:

Investment grade

      $
1,307

      $
1,321

      $
(14)

276

Below investment grade

      $
319

      $
325

      $
(6)

301

More than one year:

Investment grade

      $
285

      $
296

      $
(11)

123

Below investment grade

      $
63

      $
68

      $
(5)

21

The unrealized depreciation of investment grade fixed maturities is due primarily to increases in market yields since purchase. Excluding hybrid investments, there were no equity securities with a fair value significantly lower than cost as of September 30, 2014.

Commercial Mortgage Loans

Mortgage loans held by the Company are made exclusively to commercial borrowers and are diversified by property type, location and borrower. Loans are generally issued at a fixed rate of interest and are secured by high quality, primarily completed and substantially leased operating properties.

Credit quality. The Company regularly evaluates and monitors credit risk, beginning with the initial underwriting of a mortgage loan and continuing throughout the investment holding period. Mortgage origination professionals employ an internal credit quality rating system designed to evaluate the relative risk of the transaction at ~~each loan’s~~ origination that is then updated each year as part of the annual portfolio loan review. The Company evaluates and monitors credit quality on an ongoing basis, classifying each loan as a loan

~~Table of Contents~~

in good standing, potential problem loan or problem loan.

Quality ratings are based on our evaluation of a number of key inputs related to the loan, including real estate market-related factors such as rental rates and vacancies, and property-specific inputs such as growth rate assumptions and lease rollover statistics. However, the two most significant contributors to the credit quality rating are the debt service coverage and loan-to-value ratios. The debt service coverage ratio measures the amount of property cash flow available to meet annual interest and principal payments on debt, with a ratio below 1.0 indicating that there is not enough cash flow to cover the required loan payments. The loan-to-value ratio, commonly expressed as a percentage, compares the amount of the loan to the fair value of the underlying property collateralizing the loan.

The following tables summarize the credit risk profile of the Company’s commercial mortgage loan portfolio based on loan-to-value and debt service coverage ratios, as of ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013:~~2014:

September 30, 2014

Debt Service Coverage Ratio

(In millions)
Loan-to-Value Ratios

1.30x or
Greater

1.20x to
1.29x

1.10x to
1.19x

1.00x to
1.09x

Less than
1.00x

Total

Below 50%

     $
364

     $
-

     $
-

     $
6

     $
-

     $
370

50% to 59%

686

55

-

-

-

741

60% to 69%

340

-

15

-

61

416

70% to 79%

68

36

33

-

80

217

80% to 89%

7

41

-

-

58

106

90% to 100%

-

-

54

-

154

208

Total

     $
1,465

     $
132

     $
102

     $
6

     $
353

     $
2,058

	December 31, 2013												June 30, 2015
	Debt Service Coverage Ratio												Debt Service Coverage Ratio
(In millions) Loan-to-Value Ratios	1.30x or Greater		1.20x to 1.29x		1.10x to 1.19x		1.00x to 1.09x		Less than 1.00x		Total		1.30x or Greater		1.20x to 1.29x		1.10x to 1.19x		1.00x to 1.09x		Less than 1.00x		Total
Below 50%	$	314	$	-	$	-	$	6	$	-	$	320	$	522	$	3	$	-	$	67	$	-	$	592
50% to 59%	581		131		-		18		-		730		677		-		-		24		-		701
60% to 69%	438		16		29		-		24		507		484		15		-		19		-		518
70% to 79%	79		113		-		-		-		192		-		32		-		30		36		98
80% to 89%	65		42		34		28		143		312		-		-		-		-		-		-
90% to 100%	-		-		58		50		83		191		41		-		-		-		104		145
Total	$	1,477	$	302	$	121	$	102	$	250	$	2,252	$	1,724	$	50	$	-	$	140	$	140	$	2,054

	December 31, 2014
	Debt Service Coverage Ratio
(In millions) Loan-to-Value Ratios	1.30x or Greater		1.20x to 1.29x		1.10x to 1.19x		1.00x to 1.09x		Less than 1.00x		Total
Below 50%	$	340	$	17	$	-	$	6	$	-	$	363
50% to 59%	681		38		-		-		-		719
60% to 69%	394		-		15		-		60		469
70% to 79%	68		36		33		-		80		217
80% to 89%	6		41		-		-		58		105
90% to 100%	-		-		55		-		153		208
Total	$	1,489	$	132	$	103	$	6	$	351	$	2,081

The Company’s annual in-depth review of its commercial mortgage loan investments is the primary mechanism for identifying emerging risks in the portfolio. The most recent review was completed by the Company’s investment professionals in the second quarter of ~~2014~~2015 and included an analysis of each underlying property’s most recent annual financial statements, rent rolls, operating plans, budgets, a physical inspection of the property and other pertinent factors. Based on historical results, current leases, lease expirations and rental conditions in each market, the Company estimates the current year and future stabilized property income and fair value, and categorizes the investments as loans in good standing, potential problem loans or problem loans. Based on property valuations and cash flows estimated as part of this review, ~~and considering updates for loans where material changes were subsequently identified,~~ the portfolio’s average loan-to-value ratio improved ~~slightly~~ to ~~62%~~56% at ~~September~~June 30, ~~2014~~2015 from ~~64%~~63% at December 31, ~~2013.~~2014. The portfolio’s average debt service coverage ratio was estimated to be ~~1.66~~1.85 at ~~September~~June 30, ~~2014, a modest~~2015, an improvement from ~~1.62~~1.66 at December 31, ~~2013.~~2014.

The Company will reevaluate a loan’s credit quality between annual reviews if new property information is received or an event such as delinquency or a borrower’s request for restructure causes management to believe that the Company’s estimate of financial performance, fair value or the risk profile of the underlying property has been ~~impacted.~~

During 2013, the Company restructured its subordinate interest in two cross-collateralized pools of industrial loans totaling $31 million by extending the maturity dates and reducing the interest rates. This modification was considered a troubled debt restructuring and the loans were classified as problem mortgage loans because the borrower was experiencing financial difficulties and an interest rate concession was granted. No valuation reserves were required because the fair values of the underlying properties exceeded the

~~Table of Contents~~

~~carrying values of the outstanding loans.~~

Certain other loans were modified during the nine months ended September 30, 2014 and the twelve months ended December 31, 2013. However, these were not considered troubled debt restructures and the impact of such modifications was not material to the Company’s results of operations, financial condition or liquidity.affected.

Potential problem mortgage loans are considered current (no payment is more than 59 days past due), but exhibit certain characteristics that increase the likelihood of future default. The characteristics management considers include, but are not limited to, the deterioration of debt service coverage below 1.0, estimated loan-to-value ratios increasing to 100% or more, downgrade in quality rating and requests from the borrower for restructuring. In addition, loans are considered potential problems if principal or interest payments are past due by more than 30 but less than 60 days. Problem mortgage loans are either in default by 60 days or more or have been restructured as to terms, which could include concessions on interest rate, principal payment or maturity date. The Company monitors each problem and potential problem mortgage loan on an ongoing basis, and updates the loan categorization and quality rating when warranted.

Problem and potential problem mortgage loans, net of valuation reserves, totaled ~~$208~~$104 million at ~~September~~June 30, ~~2014~~2015 and ~~$158~~$208 million at December 31, ~~2013. At September 30, 2014 and December 31, 2013, industrial loans located in the South Atlantic region represented the most significant component of problem and potential problem mortgage loans.~~2014.

Impaired commercial mortgage loans. A commercial mortgage loan is considered impaired when it is probable that the Company will not collect all amounts due ~~(principal and interest)~~ according to the terms of the original loan agreement. These loans are included in either problem or potential problem loans. The Company monitors credit risk and assesses ~~each loan~~the impairment of loans individually and on a consistent basis for ~~impairment, using~~all loans in the ~~information obtained from the quality review process discussed above.~~portfolio. Impaired loans are carried at the lower of unpaid principal balance or the fair value of the underlying real estate. ~~In some cases when it is probable that~~Certain commercial mortgage loans without valuation reserves are considered impaired because the Company will not collect ~~the~~all interest due ~~under~~according to the terms of the original ~~agreements,~~agreements; however, the ~~loan will be considered impaired but a related valuation reserve will not be recorded~~Company expects to recover the unpaid principal because it is less than the fair value of the underlying real ~~estate is higher than the remaining carrying value of the loan.~~estate.

The carrying value of the Company’s impaired commercial mortgage loans and related valuation reserves were as follows:

	September 30, 2014						December 31, 2013						June 30, 2015						December 31, 2014
(In millions)	Gross		Reserves		Net		Gross		Reserves		Net		Gross		Reserves		Net		Gross		Reserves		Net
Impaired commercial mortgage loans with valuation reserves	$	147	$	(12)	$	135	$	89	$	(8)	$	81	$	83	$	(10)	$	73	$	147	$	(12)	$	135
Impaired commercial mortgage loans with no valuation reserves	31		-		31		31		-		31		31		-		31		31		-		31
Total	$	178	$	(12)	$	166	$	120	$	(8)	$	112	$	114	$	(10)	$	104	$	178	$	(12)	$	166

The average recorded investment in impaired loans was ~~$149~~$135 million during the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~$128~~$139 million during the ~~nine~~six months ended ~~September~~June 30, ~~2013.~~2014. Because of the risk profile of the underlying investment, the Company recognizes interest

income on problem mortgage loans only when payment is actually received. Interest income that would have been reflected in net income if interest on non-accrual commercial mortgage loans had been received in accordance with the original terms was not significant for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 or ~~2013.~~2014. Interest income on impaired commercial mortgage loans was not significant for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 or ~~2013.~~2014.

~~The following table summarizes the changes~~Changes in valuation reserves for commercial mortgage ~~loans:~~loans were not material for the six months ended June 30, 2015 and 2014.

(In millions)

2014

2013

Reserve balance, January 1,

     $
8

     $
7

Increase in valuation reserves

4

4

Reserve balance, September 30,

     $
12

     $
11

Short-term investments and cash equivalents

Short-term investments and cash equivalents include corporate securities of ~~$661~~$761 million, federal government securities of ~~$154~~$149 million and money market funds of $45 million as of ~~September~~June 30, ~~2014.~~2015. The Company’s short-term investments and cash equivalents as of December 31, ~~2013~~2014 included corporate securities of ~~$2.2 billion,~~$509 million, federal government securities of ~~$323~~$274 million and money market funds of ~~$35~~$33 million.

~~Table of Contents~~

Note 9— Derivative Financial Instruments

The Company uses derivative financial instruments to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities (such as paying claims, investment returns and withdrawals) and to hedge interest rate risk of its long-term debt. The Company has written and purchased GMIB reinsurance contracts in its run-off reinsurance business that are accounted for as freestanding derivatives. The Company also used derivative financial instruments to manage the equity, foreign currency, and certain interest rate risk exposures of its run-off reinsurance business until the time of the Berkshire reinsurance transaction in 2013 (for further information, see Note 5). For information on the Company’s accounting policy for derivative financial instruments, see Note 22(C) to the Financial Statements contained in the Company’s ~~2013~~2014 Form 10-K. Derivatives in the Company’s separate accounts are excluded from the following discussion because associated gains and losses generally accrue directly to separate account policyholders.

Collateral and termination features. The Company routinely monitors exposure to credit risk associated with derivatives and diversifies the portfolio among approved dealers of high credit quality to minimize this risk. As of ~~September~~June 30, ~~2014,~~2015, the Company had ~~$22~~$18 million in cash on deposit representing the upfront margin required for the Company’s centrally-cleared derivative instruments. Certain of the Company’s over-the-counter derivative instruments contain provisions requiring either the Company or the counterparty to post collateral or demand immediate payment depending on the amount of the net liability position and predefined financial strength or credit rating thresholds. Collateral posting requirements vary by counterparty. The net asset or liability positions of these derivatives were not material as of ~~September~~June 30, ~~2014~~2015 or December 31, ~~2013.~~2014.

~~Derivative instruments used in the Company’s investment and interest rate risk management.~~

The Company uses derivative financial instruments as a part of its investment strategy to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities (such as paying claims, investment returns and withdrawals). Derivatives are typically used in this strategy to reduce interest rate and foreign currency risks. The Company also uses derivative financial instruments to hedge interest rate risk on its long-term debt.

Investment Cash Flow Hedges

Purpose. The Company uses interest rate, foreign currency, and combination (interest rate and foreign currency) swap contracts to hedge the interest and foreign currency cash flows of its fixed maturity bonds to match associated insurance liabilities.

Accounting policy. Using cash flow hedge accounting, fair values are reported in other long-term investments or accounts payable, accrued expenses and other liabilities. Changes in fair value are reported in accumulated other comprehensive income and amortized into net investment income or reported in other realized investment gains and losses as interest or principal payments are received.

Cash flows. Under the terms of these various contracts, the Company periodically exchanges cash flows between variable and fixed interest rates and/or between two currencies for both principal and interest. Foreign currency and combination swaps are primarily Euros, Australian dollars, Canadian dollars, Japanese yen and British pounds and have terms for periods of up to ~~seven~~six years. Net interest cash flows are reported in operating activities.

Volume of activity. The ~~following table provides the~~ notional values of these ~~derivative instruments~~cash flow swaps was $131 million as of June 30, 2015 and $145 million as of December 31, 2014.

As of June 30, 2015 and December 31, 2014, and for the ~~indicated periods:~~

Notional Amount (In millions)

As of

As of

Instrument

September 30, 2014

December 31, 2013

Interest rate swaps

$
44

$
45

Foreign currency swaps

111

118

Combination interest rate and foreign currency swaps

40

40

Total

$
195

$
203

~~Table of Contents~~

~~The following table provides~~three and six months ended June 30, 2015 and 2014, the ~~effect~~effects of these derivative instruments on the ~~financial statements for the indicated periods:~~

~~Fair Value Effect on the~~Consolidated Financial Statements~~(In millions)~~

Other Long-Term
Investments (2)

Accounts Payable, Accrued
Expenses and Other
Liabilities (2)

Gain (Loss) Recognized in Other Comprehensive
Income (1)

As of
September 30,

As of
December 31,

As of
September 30,

As of
December 31,

For the three months ended
September 30,

For the nine months ended
September 30,

Instrument

2014

2013

2014

2013

2014

2013

2014

2013

Interest rate swaps

  $
1

  $
2

  $
-

  $
-

  $
-

  $
(1)

  $
(1)

  $
(2)

Foreign currency swaps

1

1

6

13

6

(4)

8

-

Combination interest rate and foreign currency swaps

-

-

2

2

3

(1)

1

8

Total

  $
2

  $
3

  $
8

  $
15

  $
9

  $
(6)

  $
8

  $
6

~~(1) Other comprehensive income for foreign currency swaps excludes amounts required to adjust future policy benefits for the run-off settlement annuity business.~~

~~(2) There were no amounts offset in the Consolidated Balance Sheets at September 30, 2014 or December 31, 2013.~~

~~For the three months and nine months ended September 30, 2014 and 2013, the amounts of gains (losses) reclassified from accumulated other comprehensive income into shareholders’ net income~~ were not material. No amounts were excluded from the assessment of hedge effectiveness and no gains (losses) were recognized due to hedge ineffectiveness.

Interest Rate Fair Value Hedges

Purpose. Beginning in 2014, the Company entered into centrally-cleared interest rate swap contracts to convert a portion of the interest rate exposure on its long-term debt from fixed to variable rates to more closely align interest expense with interest income received on its cash equivalent and short-term investment balances. The variable rates are benchmarked to LIBOR.

Accounting ~~Policy~~policy. Using fair value hedge accounting, the fair values of the swap contracts are reported in other assets, including other intangibles or accounts payable, accrued expenses and other liabilities. As the critical terms of these swaps match those of the long-term debt being hedged, the carrying value of the hedged debt is adjusted to reflect changes in its fair value driven by LIBOR. The effects of those adjustments on other operating expenses are offset by the effects of corresponding changes in the swaps’ fair ~~value. Interest~~value, including interest expense ~~includes~~for the difference between the variable and fixed interest rates.

Cash flows. Under the terms of these contracts, the Company provides upfront margin and settles fair value changes and net interest between variable and fixed interest rates daily with the clearinghouse. Net interest cash flows are reported in operating activities.

Volume of activity. As of ~~September~~June 30, 2015 and December 31, 2014, the notional values of these derivative instruments was $750 million.

For the three months ended September 30, 2014, interest expense included losses of $5 million for changes in the swap fair value and corresponding gains of $5 million to adjust the carrying value of the hedged debt. For the nine months ended September 30, 2014, interest expense included gains of $1 million for changes in the swap fair value and corresponding losses of $1 million to adjust the carrying value of the hedged debt.

As of ~~September~~June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014, the effects of these derivative instruments on the Consolidated ~~Balance Sheet~~Financial Statements were not material.

~~Derivative instruments associated with the Company’s run-off reinsurance business.~~

~~As explained in Note 5, the Company entered into an agreement in 2013 to effectively exit the~~ GMIB and GMDB business. As a result, the following disclosures related to derivative instruments associated with the GMIB and GMDB business are provided for context, including a description of the derivative accounting for the GMIB contracts. Cash flows on derivative instruments associated with the GMIB and GMDB business are reported in operating activities.

~~Table of Contents~~

~~Guaranteed Minimum Income Benefits (GMIB)~~

Purpose. The ~~Company~~Company’s run-off reinsurance business has written reinsurance contracts with issuers of variable ~~annuity contracts~~annuities that provide annuitants with certain guarantees of minimum income benefits resulting from the level of variable annuity account values compared with a contractually guaranteed amount (“GMIB liabilities”). According to the contractual terms of the written reinsurance contracts, payment by the Company depends on the actual account value in the underlying mutual funds and the level of interest rates when the contractholders elect to receive minimum income payments.

The fair value effects of GMIB contracts on the financial statements are included in Note 7 and their volume of activity is included in Note 16. ~~Further information~~Cash flows on these contracts ~~is also presented~~are reported in ~~Note 5.~~

~~GMDB and GMIB Hedge Programs~~

As a result of the reinsurance agreement with Berkshire to effectively exit the GMDB and GMIB business, the GMDB and GMIB hedge programs were terminated beginning February 4, 2013. See Note 5 for further details regarding this business.operating activities.

Note 10 — Variable Interest Entities

When the Company becomes involved with a variable interest entity, ~~and~~as well as when the nature of the Company’s involvement with the entity changes, the Company evaluates the following to determine if ~~the Company~~it is the primary beneficiary and must consolidate the ~~entity, it evaluates:~~entity:

· the structure and purpose of the entity;

· the risks and rewards created by and shared through the entity; and

· the entity’s participants’ ability to direct its activities, receive its benefits and absorb its losses. Participants include the entity’s sponsors, equity holders, guarantors, creditors and servicers.

In the normal course of its investing activities, the Company makes passive investments in securities that are issued by variable interest entities for which the Company is not the sponsor or manager. These investments are predominantly asset-backed securities primarily collateralized by foreign bank obligations or mortgage-backed securities. The asset-backed securities largely represent fixed-rate debt securities issued by trusts that hold perpetual floating-rate subordinated notes issued by foreign banks. The mortgage-backed securities represent senior interests in pools of commercial or residential mortgages created and held by special-purpose entities to provide investors with diversified exposure to these assets. The Company owns senior securities issued by several entities and receives fixed-rate cash flows from the underlying assets in the pools.

To provide certain services to its Medicare Advantage customers, the Company contracts with independent physician associations (“IPAs”) that are variable interest entities. Physicians provide health care services to the Medicare Advantage customers and the Company provides medical management and administrative services to the IPAs.

The Company is not the primary beneficiary and does not consolidate these entities because either:

· it has no power to direct the activities that most significantly impact the entities’ economic performance; or

· it has neither the right to receive benefits nor the obligation to absorb losses that could be significant to these variable interest entities.

The Company has not provided, and does not intend to provide, financial support to these entities that it is not contractually required to provide. The Company performs ongoing qualitative analyses of its involvement with these variable interest entities to determine if consolidation is required. The Company’s maximum potential exposure to loss related to the investment entities is limited to the carrying amount of its ~~investment~~investments of $642 million as of June 30, 2015, that are reported in fixed ~~maturities and equity securities, and its aggregate~~maturities. The Company’s combined ownership ~~interest is~~interests are insignificant relative to the total principal amount issued by these entities. The Company’s maximum exposure to loss related to the IPA arrangements is limited to their liability for incurred but not reported ~~claims~~medical costs for

the Company’s Medicare Advantage customers. These liabilities are not material and are generally secured by deposits maintained by the IPAs.

~~Table of Contents~~

Note 11— Pension and Other Postretirement Benefit Plans

The Company and certain of its subsidiaries provide pension, health care and life insurance defined benefits to eligible retired employees, spouses and other eligible dependents through various domestic and foreign plans. The effect of its foreign pension and other postretirement benefit plans is immaterial to the Company’s results of operations, liquidity and financial position. The Company froze its defined benefit postretirement medical plan in ~~the first quarter of~~ 2013 and its primary domestic pension plans in 2009.

~~In the first quarter of 2013,~~As further discussed in Note 16, the Company ~~also announced a change in~~and the ~~cost sharing arrangement with retirees for pharmacy subsidy payments received from the U.S. Government effective January 1, 2014, resulting~~Cigna Pension Plan are defendants in a ~~reduced other postretirement~~class action lawsuit that has yet to be resolved. When the parties agree on a final plan amendment, the pension benefit obligation ~~of $57 million. This reduction was recorded in accumulated other comprehensive income, net of deferred taxes,~~will be updated to reflect additional benefits resulting ~~in an after-tax increase to shareholders’ equity of $37 million.~~from this litigation.

For the ~~nine~~six months ended ~~September~~June 30, ~~2014,~~2015, the Company’s unrecognized actuarial losses and prior service costs (reported in accumulated other comprehensive income) decreased by ~~$50~~$46 million pre-tax in the aggregate ($3331 million after-tax) resulting in an increase in shareholders’ equity. This change was primarily a result of ~~normal~~ amortization and, to a lesser extent, the ~~settlement loss related to~~annual valuation update completed during the ~~non-qualified pension plan caused by lump sum payments that exceeded the expected annual interest cost.~~second quarter of 2015.

Pension and Other Postretirement Benefits. Components of net pension and net other postretirement benefit costs were as follows:

	Pension Benefits								Other Postretirement Benefits								Pension Benefits								Other Postretirement Benefits
	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				September 30,				September 30,				June 30,				June 30,				June 30,				June 30,
(In millions)	2014		2013		2014		2013		2014		2013		2014		2013		2015		2014		2015		2014		2015		2014		2015		2014
Service cost	$	-	$	1	$	1	$	2	$	-	$	1	$	-	$	1	$	-	$	1	$	1	$	1	$	-	$	-	$	-	$	-
Interest cost	52		45		155		136		3		3		9		9		49		52		97		103		2		3		5		6
Expected long-term return on plan assets	(65)		(68)		(197)		(204)		(1)		(1)		(1)		(1)		(67)		(66)		(133)		(132)		-		-		-		-
Amortization of:
Net loss from past experience	14		19		43		56		-		-		-		-		18		15		35		29		-		-		-		-
Prior service cost	-		-		-		-		(1)		-		(2)		(3)		-		-		-		-		-		-		(1)		(1)
Curtailment gain	-		-		-		-		-		-		-		(19)
Settlement loss	-		-		6		-		-		-		-		-		-		-		-		6		-		-		-		-
Net cost	$	1	$	(3)	$	8	$	(10)	$	1	$	3	$	6	$	(13)	$	-	$	2	$	-	$	7	$	2	$	3	$	4	$	5

The Company funds its domestic qualified pension plans at least at the minimum amount required by the Pension Protection Act of 2006. For the ~~nine~~six months ended ~~September~~June 30, ~~2014,~~2015, the Company made pension contributions of less than $1 million. For the remainder of 2015, the Company is expected to make required contributions of ~~$113 million and is not required to make additional contributions for the remainder of 2014.~~$5 million.


PART I	FINANCIAL INFORMATION	Page

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Statements of Income	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Balance Sheets	3
	Consolidated Statements of Changes in Total Equity	4
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4140
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6561
Item 4.	Controls and Procedures	6662


PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	6763
Item 1.A.	Risk Factors	6864
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6965
Item 4.	Mine Safety Disclosures	6965
Item 6.	Exhibits	7066
SIGNATURE		7167
INDEX TO EXHIBITS		E-1

(In millions)		Severance		Real estate		Total
Balance, January 1, 2013	$	67	$	4	$	71
Fourth quarter 2013 charge		47		13		60
Less: 2013 Payments		46		4		50
Balance, December 31, 2013		68		13		81
Less: First quarter 2014 payments		11		1		12
Less: Second quarter 2014 payments		7		1		8
Less: Third quarter 2014 payments		14		1		15
Balance, September 30, 2014	$	36	$	10	$	46

For the Nine Months Ended September 30, 2013 (In millions)	Fixed Maturities & Equity Securities		GMIB Assets		GMIB Liabilities		GMIB Net
Balance at January 1, 2013	$	1,351	$	622	$	(1,170)	$	(548)
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)	-		(286)		286		-
Other	13		12		(16)		(4)
Total gains (losses) included in shareholders’ net income	13		(274)		270		(4)
Losses included in other comprehensive income	(18)		-		-		-
Losses required to adjust future policy benefits for settlement annuities (1)	(46)		-		-		-
Purchases, sales and settlements:
Purchases	104		-		-		-
Sales	(48)		-		-		-
Settlements	(96)		505		59		564
Total purchases, sales and settlements	(40)		505		59		564
Transfers into/(out of) Level 3:
Transfers into Level 3	101		-		-		-
Transfers out of Level 3	(135)		-		-		-
Total transfers into/(out of) Level 3	(34)		-		-		-
Balance at September 30, 2013	$	1,226	$	853	$	(841)	$	12
Total gains (losses) included in shareholders’ net income attributable to instruments held at the reporting date	$	6	$	(274)	$	270	$	(4)

	Classification in	September 30, 2014				December 31, 2013				Classification in	June 30, 2015				December 31, 2014
(In millions)	the Fair Value Hierarchy	Fair Value		Carrying Value		Fair Value		Carrying Value		the Fair Value Hierarchy	Fair Value		Carrying Value		Fair Value		Carrying Value
Commercial mortgage loans	Level 3	$	2,148	$	2,058	$	2,338	$	2,252	Level 3	$	2,128	$	2,054	$	2,168	$	2,081
Contractholder deposit funds, excluding universal life products	Level 3	$	1,132	$	1,119	$	1,081	$	1,072	Level 3	$	1,166	$	1,154	$	1,136	$	1,124
Long-term debt, including current maturities, excluding capital leases	Level 2	$	5,648	$	4,981	$	5,550	$	4,997	Level 2	$	5,532	$	5,044	$	5,740	$	4,993

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2014		2013		2014		2013
Fixed maturities	$	2	$	16	$	14	$	105
Equity securities	(3)		-		14		4
Commercial mortgage loans	(2)		-		(6)		(4)
Real estate	-		-		13		-
Other investments, including derivatives	26		11		95		87
Realized investment gains before income taxes	23		27		130		192
Less income taxes	8		10		45		65
Net realized investment gains	$	15	$	17	$	85	$	127

	Notional Amount (In millions)
	As of		As of
Instrument	September 30, 2014		December 31, 2013
Interest rate swaps	$	44	$	45
Foreign currency swaps	111		118
Combination interest rate and foreign currency swaps	40		40
Total	$	195	$	203

	Other Long-Term Investments (2)				Accounts Payable, Accrued Expenses and Other Liabilities (2)				Gain (Loss) Recognized in Other Comprehensive Income (1)
	As of September 30,		As of December 31,		As of September 30,		As of December 31,		For the three months ended September 30,				For the nine months ended September 30,
Instrument	2014		2013		2014		2013		2014		2013		2014		2013
Interest rate swaps	$	1	$	2	$	-	$	-	$	-	$	(1)	$	(1)	$	(2)
Foreign currency swaps	1		1		6		13		6		(4)		8		-
Combination interest rate and foreign currency swaps	-		-		2		2		3		(1)		1		8
Total	$	2	$	3	$	8	$	15	$	9	$	(6)	$	8	$	6

Cautionary Statement	40
Overview	41
~~Overview~~Consolidated Results of Operations	4244
~~Consolidated Results of Operations~~Liquidity and Capital Resources	46
~~Liquidity and Capital Resources~~Critical Accounting Estimates	48
~~Critical Accounting Estimates~~Segment Reporting	49
Global Health Care	50
~~Segment Reporting~~Global Supplemental Benefits	5153
~~Global Health Care~~Group Disability and Life	5254
~~Global Supplemental Benefits~~Other Operations	5556
~~Group Disability and Life~~Corporate	57
~~Other Operations~~Investment Assets	5957
~~Corporate~~Market Risk	60
~~Investment Assets~~	60
~~Market Risk~~	63