CIGNA CORP
8-K, 1997-10-31
FIRE, MARINE & CASUALTY INSURANCE
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                       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) October 30, 1997


                                CIGNA Corporation
             (Exact name of registrant as specified in its charter)



            Delaware                  1-8323                  06-1059331
 (State or other jurisdiction       (Commission             (IRS Employer
      of incorporation)              File Number)          Identification No.)



              One Liberty Place, 1650 Market Street, P.O. Box 7716
                      Philadelphia, Pennsylvania 19192-1550
               (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)



<PAGE>


Item 5. Other Events.

         On October 30, 1997, the registrant issued a news release, a copy of
which is filed as Exhibit 20 hereto and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

         (c) The exhibit accompanying this report is listed in the Index to
Exhibits below.


         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: October 31, 1997                        By: /s/   Gary A.Swords
                                                 --------------------
                                                 Gary A. Swords
                                                 Vice President and
                                                 Chief Accounting Officer


                                Index to Exhibits

Number                 Description                    Method of Filing

20                     CIGNA Corporation              Filed herewith
                       news release dated
                       October 30, 1997


EXHIBIT 20

                                                                  [CIGNA LOGO]

     Immediate


     Albert D. Ciavardelli, Investor Relations - (215) 761-6128
     Michael J. Monroe, Media Relations  - (215) 761-6133


           CIGNA REPORTS OPERATING INCOME OF $3.49 FOR THIRD QUARTER
      AND ANNOUNCES ADDITIONAL $500 MILLION SHARE REPURCHASE AUTHORIZATION


PHILADELPHIA,  October 30, 1997 -- CIGNA  Corporation  (NYSE:CI)  today reported
third quarter 1997 operating income* of $262 million, or $3.49 per share, versus
$270 million, or $3.55 per share, reported in the third quarter of 1996. Results
for 1997 include  approximately $17 million  after-tax  associated with costs to
finance the recent  acquisition  of  Healthsource.  For the nine months of 1997,
operating income was $792 million,  or $10.59 per share, versus $741 million, or
$9.68 per share, for 1996.

"We continue to be pleased with the solid contributions of each of our operating
divisions  and  anticipate  full year  results will be ahead of last year," said
Wilson  H.  Taylor,   CIGNA's  Chief  Executive  Officer.  "The  integration  of
Healthsource is proceeding according to our expectations," Taylor added.


* Operating  income (loss) is defined as net income (loss)  excluding  after-tax
realized investment results.



<PAGE>

                                      - 2 -

SEGMENT RESULTS:

Employee Life and Health Benefits

This  segment  includes  CIGNA's  HMO  and  indemnity   operations  as  well  as
Healthsource  results  subsequent to the acquisition  date of June 25, 1997. The
segment  had  operating  income of $128  million  in the third  quarter of 1997,
compared with $127 million for the third quarter of 1996. For the nine months of
1997, operating income was $371 million, compared with $360 million for the same
period last year.

HMO membership,  including the addition of 1.2 million Healthsource  members, is
now at  5.8  million  members,  up 9  percent  over  third  quarter  1996,  on a
comparable basis.

Employee Retirement and Savings Benefits

This segment,  which operates in the defined  contribution  and defined  benefit
markets,  had operating income of $53 million in the third quarter of 1997. This
compares with operating income of $52 million for the same period last year. For
the nine months of 1997,  operating income was $160 million,  compared with $147
million for the nine months of 1996.

Assets under management at September 30, 1997 were $45.4 billion, an increase of
16 percent from $39.1 billion as of September 30, 1996.


<PAGE>

                                      - 3 -

Individual Financial Services

This segment,  which  currently  includes  individual and  corporate-owned  life
insurance;  life, accident and health reinsurance;  and annuity businesses,  had
operating income of $51 million in the third quarter of 1997. This compares with
operating  income of $47  million  in the third  quarter  of 1996.  For the nine
months of 1997, operating income was $146 million, compared with $121 million in
1996.

The  individual  life  insurance  and  annuity  businesses,  which -- subject to
regulatory approval -- will be sold to Lincoln National  Corporation,  represent
$70  million,  or 48 percent,  of this  segment's  operating  income in the nine
months of 1997. The corporate-owned  life insurance and reinsurance  businesses,
with  operating  income  of $76  million  in the nine  months  of 1997,  will be
retained by CIGNA.

Property and Casualty

The  property  and  casualty  (P&C)  segment  includes  the  Ongoing  operations
(International and Domestic) and Run-off.

Ongoing  operations had operating income of $59 million for the third quarter of
1997.  This  compares with  operating  income of $57 million for the same period
last year.  The GAAP combined ratio after  policyholders'  dividends was 100 for
the third  quarters  of 1997 and 1996.  For the nine  months of 1997,  operating
income was $174 million, compared with $154 million for 1996.


<PAGE>


                                      - 4 -


The Ongoing  operations had $1 million of after-tax  catastrophe  losses for the
third quarter of 1997,  compared with $18 million for the same period last year,
which included $13 million for Hurricane Fran. After-tax  catastrophe losses for
the nine months of 1997 were $10 million, compared with $38 million for 1996.

Within the Ongoing operations, International had operating income of $33 million
for the third  quarter of 1997,  compared  with $37  million  in 1996.  The GAAP
combined  ratio after  policyholders'  dividends was 95 for the third quarter of
1997,  compared  with 92 for the same  period of 1996.  Domestic  had  operating
income of $26 million for the third  quarter of 1997,  compared with $20 million
in 1996.  Its GAAP combined ratio after  policyholders'  dividends for the third
quarter of 1997 was 105, compared with 108 for the third quarter of 1996.

Run-off  operations were breakeven in the third quarter of 1997,  compared with
operating income of $1 million for the same period in 1996.

Other

Other Operations  includes  unallocated  investment income,  expenses (including
debt service) and taxes, and the results of CIGNA's settlement annuity business,
investment and real estate  subsidiaries  and certain new business  initiatives.
Other  Operations  had an operating  loss of $29 million in the third quarter of
1997,  compared  with an operating  loss of $14 million in the third  quarter of
1996.


<PAGE>

                                      - 5 -

For the nine months of 1997, the operating loss was $60 million, compared with a
loss of $46 million in 1996.

NET INCOME

Consolidated  net income for the quarter was $279  million,  or $3.72 per share,
compared  with $281  million,  or $3.69 per share,  a year ago  (total  weighted
average shares were 75.0 million in 1997 and 76.1 million in 1996). For the nine
months of 1997,  consolidated net income was $846 million,  or $11.31 per share,
compared with $750 million, or $9.80 per share a year ago.

The 1997 third  quarter  consolidated  net income  included  after-tax  realized
investment gains of $17 million, or $0.23 per share,  compared with gains of $11
million,  or $0.14 per  share,  for the same  period of 1996.  Consolidated  net
income for the nine months of 1997 included after-tax realized  investment gains
of $54 million, or $0.72 per share,  compared with gains of $9 million, or $0.12
per share, for the same period of 1996.

REVENUES

Consolidated  revenues  for the third  quarter and nine months of 1997 were $5.2
billion and $14.5  billion,  respectively,  compared with $4.7 billion and $14.1
billion for the same periods last year.

<PAGE>

                                      - 6 -

ASSETS/SHAREHOLDERS' EQUITY

Assets at September 30, 1997 were $106.4 billion, compared with $98.9 billion at
year-end  1996.  Shareholders'  equity was $8.0  billion  ($107.90 per share) at
September 30, 1997,  compared  with $7.2 billion  ($97.15 per share) at December
31, 1996.

SHARE REPURCHASE

CIGNA's Board of Directors today  authorized the purchase of up to an additional
$500 million of its common stock,  depending on prevailing market conditions and
alternative  uses of  capital.  This brings  total  available  share  repurchase
authority to  approximately  $565  million.  Earlier this month,  CIGNA  resumed
repurchase  activity and bought  517,000  shares for $89  million,  bringing the
total shares repurchased in 1997 to 857,000.

Quarterly   earnings  are  available  on  CIGNA's  home  page  on  the  Internet
(http://www.cigna.com).

Statements not dealing with historical results are forward-looking and are based
on estimates, assumptions and projections. CIGNA cautions the reader that actual
results could differ  materially from those expected by CIGNA,  depending on the
outcome of certain  factors  including:  1) adverse  catastrophe  experience  in
CIGNA's property and casualty businesses;  2) adverse property and casualty loss
development  for events  that CIGNA  insured in prior  years;  3) an increase in
medical  costs  in  CIGNA's  health  care  operations,  including  increases  in
utilization  and  costs  of  medical   services;   4)  heightened   competition,
particularly price competition, reducing product margins and constraining growth
in CIGNA's businesses;  5) significant changes in interest rates; and 6) charges
associated with the Healthsource acquisition.

<PAGE>
                                                                  [CIGNA LOGO]
CIGNA  CORPORATION
COMPARATIVE  SUMMARY  OF  FINANCIAL  RESULTS
(Dollars in millions, except per share amounts)
<TABLE>
<CAPTION>
========================================================================================================
<S>                                                     <C>           <C>          <C>           <C>    
                                                         Three Months Ended          Nine Months Ended
                                                            September 30,               September 30,
                                                         1997          1996         1997           1996
- --------------------------------------------------------------------------------------------------------
REVENUES
    Premiums and fees                                   $3,925        $3,444       $10,795       $10,333
    Net investment income                                1,057         1,069         3,172         3,263
    Other revenues                                         175           154           498           448
    Realized investment gains                               25            18            81            17
                                                      --------      --------      --------      --------
         Total                                          $5,182        $4,685       $14,546       $14,061
                                                      ========      ========      ========      ========

OPERATING INCOME (LOSS) BY SEGMENT (1)
    Employee Life and Health Benefits:
       Indemnity operations                                $76           $73          $202          $198
       HMO operations                                       52            54           169           162
                                                      --------      --------      --------      --------
          Total Employee Life and Health Benefits          128           127           371           360
    Employee Retirement and Savings Benefits                53            52           160           147
    Individual Financial Services                           51            47           146           121
    Property and Casualty:
       International                                        33            37           102           102
       Domestic                                             26            20            72            52
                                                      --------      --------      --------      --------
          Ongoing operations                                59            57           174           154
       Run-off operations                                   --             1             1             5
                                                      --------      --------      --------      --------
             Total Property and Casualty                    59            58           175           159
     Other Operations                                      (29)          (14)          (60)          (46)
                                                      --------      --------      --------      --------
        Total                                             $262          $270          $792          $741
                                                      ========      ========      ========      ========

NET INCOME (LOSS) BY SEGMENT
    Employee Life and Health Benefits:
       Indemnity operations                                $72           $76          $204          $195
       HMO operations                                       52            54           169           162
                                                      --------      --------      --------      --------
          Total Employee Life and Health Benefits          124           130           373           357
    Employee Retirement and Savings Benefits                51            57           167           158
    Individual Financial Services                           49            47           151           121
    Property and Casualty:
       International                                        44            39           127           114
       Domestic                                             39            20            86            53
                                                      --------      --------      --------      --------
          Ongoing operations                                83            59           213           167
       Run-off operations                                   (1)           --            --            (7)
                                                      --------      --------      --------      --------
             Total Property and Casualty                    82            59           213           160
    Other Operations                                       (27)          (12)          (58)          (46)
                                                      --------      --------      --------      --------
        Total                                             $279          $281          $846          $750
                                                      ========      ========      ========      ========

WEIGHTED AVERAGE SHARES
    OUTSTANDING  (thousands)                            75,041        76,055        74,791        76,585
                                                      ========      ========      ========      ========

EARNINGS PER SHARE:
    Operating income (1)                                 $3.49         $3.55        $10.59         $9.68
    After-tax realized investment gains                   0.23          0.14          0.72          0.12
                                                      --------      --------      --------      --------

    Net income                                           $3.72         $3.69        $11.31         $9.80
                                                      ========      ========      ========      ========

SHAREHOLDERS' EQUITY at September 30                                                $7,991        $7,008
                                                                                  ========      ========

SHAREHOLDERS' EQUITY  PER SHARE at September 30                                    $107.90        $93.22
========================================================================================================
(1) Operating income (loss) is defined as net income (loss) excluding after-tax realized investment results.
</TABLE>


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