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CIGNA Corporation 8-K 2010 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)March 8,
2010
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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.
On March
8 - 9, 2010, Company officials expect to participate in the Cowen & Company
30th Annual Healthcare Conference. During this conference,
Company officials expect to reaffirm consolidated adjusted income from
operations estimates for full year 2010, which remain in the range of $1.05
billion to $1.15 billion, assuming that Variable Annuity Death Benefits (VADBe)
results are approximately break-even for the full year
2010. This assumption reflects management’s view that the
long-term reserve assumptions are appropriate and that capital markets remain
stable during the year. Company officials also expect to reaffirm the outlook
for medical membership for full year 2010, as discussed on the Company’s fourth
quarter 2009 earnings conference call. A transcript of that earnings
call is available at http://www.cigna.com/about_us/investor_relations/recent_disclosures.html.
CIGNA
will make a formal presentation at the Cowen & Company 30th Annual
Healthcare Conference on March 9, 2010 that is
expected to begin at approximately 10:20 a.m. Eastern Time. Investors, analysts,
and the general public are invited to listen to the presentation over the
Internet via webcast by visiting the
Event Calendar at http://www.cigna.com/about_us/investor_relations/events.html.
Consolidated
adjusted income from operations is consolidated income from continuing
operations excluding realized investment results, special items and results of
the Company’s Guaranteed Minimum Income Benefits business, otherwise known as
GMIB, which is reported in the Run-off Reinsurance segment.
Investors
are strongly encouraged to review the factors cited in the Cautionary Statement
included in this report and the sensitivities discussed in the “Critical
Accounting Estimates” section of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2009 for further details and
information.
Information
is not available for management (1) to reasonably estimate future realized
investment gains (losses) or (2) to reasonably estimate future GMIB business
results due in part to interest rate and stock market volatility and other
internal and external factors; therefore it is not possible to provide a
forward-looking reconciliation of adjusted income from operations to
shareholders’ income from continuing operations. Potential losses or
gains related to the GMIB business, as well as investment impairments (both of
which are sensitive to equity market and interest rate movements), could either
adversely or favorably impact the Company’s consolidated results of operations
and financial condition, and could impact the capital of the Company’s insurance
subsidiaries as well as their dividend paying capabilities.
Special
items for 2010 may include potential adjustments associated with cost reduction
and litigation and tax related items. Information is not available
for management to identify, other than these items, or reasonably estimate
additional 2010 special items.
The
foregoing statements represent management’s current estimate of CIGNA’s
consolidated adjusted income from operations (excluding VADBe) and medical
membership for full year 2010 as of the date of this report. Actual
results may differ materially depending on a number of factors, and investors
are urged to read the Cautionary Statement included in this report for a
description of those factors. Management does not assume any
obligation to update these estimates, whether as a result of new information,
future events or otherwise, except as required by law.
CAUTIONARY
STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
The
Company and its representatives may from time to time make written and oral
forward-looking statements, including statements contained in press releases, in
the Company’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, the Company’s productivity
initiatives, litigation and other legal matters, operational improvement in the
health care operations, and the outlook for the Company’s full year 2010
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. The Company 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:
This list
of important factors is not intended to be exhaustive. Other sections
of the Company’s most recent 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 the Company from realizing the
forward-looking statements. 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.
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