CIGNA 8k
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported) September
11, 2006
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
|
1-08323
(Commission
File Number)
|
06-1059331
(IRS
Employer
Identification
No.)
|
Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
Pennsylvania 19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(215)
761-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
7.01
Regulation
FD Disclosure.
Beginning
on September 12, 2006, and for the remainder of the week, Company officials
expect to attend meetings, give a presentation and participate in telephone
calls during which they expect to reconfirm CIGNA's consolidated adjusted income
from operations estimates for full year 2006 and to reconfirm CIGNA's
expectations regarding membership results, as discussed on the Company's August
2, 2006 conference call. A transcript of the August 2nd
call is
available at http://www.cigna.com/general/about/investor/release/2Q06_Transcript.pdf.
Some
of
these meetings and the presentation will be at the Bear Stearns 19th
Annual
Health Care Conference. CIGNA’s presentation at the Conference takes place on
September 12, 2006, and is expected to begin at 9:00 a.m., Eastern Daylight
Time. Investors, analysts, and the general public are invited to listen to
the
presentations over the Internet via webcast by visiting http://www.cigna.com
and
clicking on the Investor Relations link.
Adjusted
income from operations is net income excluding realized investment results
and
special items. Information is not available for management to reasonably
estimate future realized investment gains (losses) due in part to interest
rate
and stock market volatility and other internal and external factors. Special
items for full year 2006 could include potential charges associated with matters
in litigation and potential charges associated with cost reduction initiatives.
Other than these items, information is not available for management to identify
or reasonably estimate 2006 special items.
PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
CIGNA
and
its representatives may from time to time make written and oral forward-looking
statements, including statements contained in press releases, in CIGNA’s filings
with the Securities and Exchange Commission, in its reports to shareholders
and
in meetings with analysts and investors. Forward-looking statements may contain
information about financial prospects, economic conditions, trends and other
uncertainties. These forward-looking statements are based on management’s
beliefs and assumptions and on information available to management at the time
the statements are or were made. Forward-looking statements include but are
not
limited to the information concerning possible or assumed future operating
performance improvements, trends, and in particular, CIGNA's cost reduction
programs and activities, litigation and other legal matters, operational
improvement in the health care operations, and the outlook for CIGNA's full
year
2006 results. Forward-looking statements include all statements that are not
historical facts and can be identified by the use of forward-looking terminology
such as the words “believe”, “expect”, “plan”, “intend”, “anticipate”,
“estimate”, “predict”, “potential”, “may”, “should”, or similar
expressions.
You
should not place undue reliance on these forward-looking statements. CIGNA
cautions that actual results could differ materially from those that management
expects, depending on the outcome of certain factors. Some factors that could
cause actual results to differ materially from the forward-looking statements
include:
1.
|
increased
medical costs that are higher than anticipated in establishing premium
rates in CIGNA’s health care operations, including increased use and costs
of medical services;
|
2.
|
increased
medical, administrative, technology or other costs resulting from
new
legislative and regulatory requirements imposed on CIGNA’s employee
benefits businesses;
|
3.
|
challenges
and risks associated with implementing the improvement initiatives
in the
health care operations, the organizational realignment and the reduction
of overall CIGNA and health care cost structure, including that
operational efficiencies and medical cost benefits do not emerge
as
expected and that medical membership does not grow as
expected;
|
4.
|
risks
associated with the amount and timing of gain recognition on the
sale of
CIGNA's retirement benefits
business;
|
5.
|
risks
associated with pending and potential state and federal class action
lawsuits, purported securities class action lawsuits, disputes regarding
reinsurance arrangements, other litigation and regulatory actions
challenging CIGNA’s businesses and the outcome of pending government
proceedings and federal tax audits;
|
6.
|
heightened
competition, particularly price competition, which could reduce product
margins and constrain growth in CIGNA’s businesses, primarily
the
health care business;
|
7.
|
significant
changes in interest rates;
|
8.
|
downgrades
in the financial strength ratings of CIGNA’s insurance subsidiaries, which
could, among other things, adversely affect new sales and retention
of
current business;
|
9.
|
limitations
on the ability of CIGNA's insurance subsidiaries to dividend capital
to
the parent company as a result of downgrades in the subsidiaries’
financial strength ratings, changes in statutory reserve or capital
requirements or other financial constraints;
|
10.
|
inability
of the program adopted by CIGNA to substantially reduce equity market
risks for reinsurance contracts that guarantee minimum death benefits
under certain variable annuities (including possible market difficulties
in entering into appropriate futures contracts and in matching such
contracts to the underlying equity risk);
|
11.
|
adjustments
to the reserve assumptions (including lapse, partial surrender, mortality,
interest rates and volatility) used in estimating CIGNA's liabilities
for
reinsurance contracts that guarantee minimum death benefits under
certain
variable annuities;
|
12.
|
adjustments
to the assumptions (including annuity election rates and reinsurance
recoverables) used in estimating CIGNA’s assets and liabilities for
reinsurance contracts that guarantee minimum income benefits under
certain
variable annuities;
|
13.
|
significant
stock market declines, which could, among other things, result in
increased pension expenses in CIGNA’s pension plan in future periods and
the recognition of additional pension obligations;
|
14.
|
unfavorable
claims experience related to workers’ compensation and personal accident
exposures of the run-off reinsurance business, including losses
attributable to the inability to recover claims from
retrocessionaires;
|
15.
|
significant
deterioration in economic conditions, which could have an adverse
effect
on CIGNA’s operations and investments;
|
16.
|
changes
in federal laws, such as amendments to income tax laws, which could
affect
the taxation of employer provided benefits, and pension legislation,
which
could increase pension cost;
|
17.
|
potential
public health epidemics and bio-terrorist activity, which could,
among
other things, cause our covered medical and disability
expenses, pharmacy costs and mortality experience to rise
significantly, and cause operational disruption, depending on the
severity
of the event and number of individuals affected;
|
18.
|
risks
associated with security or interruption of information systems,
which could among other things cause operational disruption;
and
|
19.
|
risk
factors detailed in CIGNA's Form 10-Q for the quarter ended June
30, 2006,
and Form
10-K for the year ended December 31, 2005, including the Cautionary
Statement in Management’s Discussion and
Analysis.
|
This
list
of important factors is not intended to be exhaustive. Other sections of the
annual report on Form 10-K, including the “Risk Factors” section and other
documents filed with the Securities and Exchange Commission include both
expanded discussion of these factors and additional risk factors and
uncertainties that could preclude CIGNA from realizing the forward-looking
statements. CIGNA does not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.
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 hereunto
duly authorized.
|
CIGNA
CORPORATION
|
|
|
|
|
|
|
|
|
|
Date:
September 11, 2006
|
By:
|
/s/
Michael W. Bell
|
|
|
Michael
W. Bell
|
|
|
Executive
Vice President and
|
|
|
Chief
Financial Officer
|