CIGNA Corporation 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) May
22, 2007
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 May 22, 2007 and for the remainder of the week, Company officials expect
to
attend meetings and participate in telephone calls with investors and analysts
during which they expect to reconfirm CIGNA's consolidated adjusted income
from
operations estimates for full year 2007 and to reconfirm CIGNA's expectations
regarding membership results for full year 2007, as discussed on the Company's
May 2, 2007 conference call. A transcript of the May 2nd
call is
available at http://www.cigna.com/about_us/investor_relations/recent_disclosures.html.
Some
of
these meetings and the presentation will be at Citigroup's
2007 Global Healthcare Conference.
CIGNA’s
presentation at the Conference takes place on May 23, 2007, and is expected
to
begin at 8:30 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/about_us/investor_relations/index.html
and going to the Event Calendar.
Adjusted
income from operations is income from continuing operations excluding realized
investment results and special items. Information is not available for
management (1) to reasonably estimate future realized investment gains (losses)
due in part to interest rate and stock market volatility and other internal
and
external factors or (2) to identify or reasonably estimate 2007 special items.
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 business
strategies, financing plans, competitive position, potential growth
opportunities, potential operating performance improvements, trends, and, in
particular, CIGNA’s productivity initiatives, litigation and other legal
matters, operational improvement in the health care operations, and the outlook
for CIGNA’s full year 2007 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 operational improvement initiatives
and strategic actions in the health care operations, including those
related to: (i) offering products that meet emerging market needs,
(ii)
strengthening underwriting and pricing effectiveness, (iii) strengthening
medical cost and medical membership results, (iv) delivering quality
member and provider service using effective technology solutions,
and (v)
lowering administrative costs;
|
4. |
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;
|
5. |
heightened
competition, particularly price competition, which could reduce product
margins and constrain growth in CIGNA’s businesses, primarily the health
care business;
|
6. |
significant
changes in interest rates;
|
7. |
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;
|
8. |
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;
|
9. |
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);
|
10. |
adjustments
to the reserve assumptions (including lapse, partial surrender, mortality,
interest rates and volatility) used in estimating CIGNA’s liabilities for
reinsurance contracts covering guaranteed minimum death benefits
under
certain variable annuities;
|
11. |
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;
|
12. |
significant
stock market declines, which could, among other things, result in
increased pension expenses of CIGNA’s pension plan in future periods and
the recognition of additional pension
obligations;
|
13. |
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;
|
14. |
significant
deterioration in economic conditions, which could have an adverse
effect
on CIGNA’s operations and
investments;
|
15. |
changes
in public policy and in the political environment, which could affect
state and federal law, including legislative and regulatory proposals
related to health care issues, which could increase cost and affect
the
market for CIGNA’s health care products and services; and amendments to
income tax laws, which could affect the taxation of employer provided
benefits, and pension legislation, which could increase pension
cost;
|
16. |
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;
|
17. |
risks
associated with security or interruption of information systems,
which
could, among other things, cause operational disruption;
and
|
18. |
challenges
and risks associated with the successful management of CIGNA’s outsourcing
projects or key vendors, including the agreement with IBM for provision
of
technology infrastructure and related services.
|
This
list
of important factors is not intended to be exhaustive. Other sections of our
most recent Annual Report on Form 10-K, including the “Risk Factors” section,
our Form 10-Q for the quarter ended March 31, 2007 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.
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 hereunto
duly authorized.
|
CIGNA
CORPORATION
|
|
|
|
|
|
|
Date:
May 22, 2007
|
By:
/s/ John Cannon III
|
|
John
Cannon III
|
|
Senior
Vice President &
|
|
Deputy
General Counsel
|
|
|