CIGNA CORP
8-K, 1998-11-03
ACCIDENT & HEALTH 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) November 2, 1998
                                                         ----------------


                                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
                      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.
        -------------

        A. On November 2, 1998, the registrant issued a news release,  a copy of
which is filed as Exhibit 20 hereto and is incorporated herein by reference.

CAUTIONARY STATEMENT FOR PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        Oral  statements  made by  individuals  authorized to speak on behalf of
CIGNA  Corporation  ("CIGNA")  that do not  deal  with  historical  results  are
forward-looking and are based on estimates,  assumptions and projections.  CIGNA
cautions 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) the effect on CIGNA's  international  operations and  investments
from further significant deterioration in Asian and Latin American economies.


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: November 3, 1998                   By:/s/ Carol J. Ward
                                            -----------------
                                            Carol J. Ward
                                            Corporate Secretary

<PAGE>

                                Index to Exhibits
                                -----------------

Number                 Description                          Method of Filing
- ------                 -----------                          ----------------

20                     CIGNA Corporation                    Filed herewith
                       news release dated
                       November 2, 1998


EXHIBIT 20

                                                                  [CIGNA LOGO]

NEWS RELEASE

For Release:      Immediate


Contact:          Ted Detrick, Financial Relations - (215) 761-6130
                  Michael J. Monroe, Media Relations  - (215) 761-6133



                    CIGNA REPORTS THIRD QUARTER 1998 RESULTS
       EMPLOYEE LIFE & HEALTH AND RETIREMENT SAVINGS POST STRONG RESULTS;
                 PROPERTY AND CASUALTY REFLECTS HURRICANE LOSSES


PHILADELPHIA,  November 2, 1998 -- CIGNA  Corporation  (NYSE: CI) today reported
third  quarter  1998  operating  income*  of $241  million,  or $1.14 per share,
compared with operating income of $262 million, or $1.17 per share, for the same
period last year.  The third  quarter of 1998  includes $44 million of after-tax
catastrophe  losses,  $42 million of which were  associated  with  damages  from
Hurricane Georges, principally in Puerto Rico.

For the nine months of 1998,  operating  income was $772  million,  or $3.59 per
share,  excluding an after-tax  gain of $202 million from the first quarter sale
of CIGNA's individual life insurance and annuity businesses.  Including the gain
on sale,  operating  income was $974 million,  or $4.53 per share.  For the nine
months of 1997, operating income was $792 million, or $3.55 per share.



- -----------------------
* Operating  income (loss) is defined as net income (loss)  excluding  after-tax
realized  investment  results.  All earnings per share  amounts are on a diluted
basis.

<PAGE>

                                      -2-

SEGMENT RESULTS:

Employee Life and Health Benefits
- ---------------------------------
This  segment  includes  CIGNA's  HMO  and  indemnity   operations  as  well  as
Healthsource  results since the  acquisition  date of June 25, 1997. The segment
had  operating  income of $159  million  in the  third  quarter  of 1998,  up 24
percent,  compared with $128 million for the same period last year. For the nine
months of 1998,  operating  income was $432 million,  compared with $371 million
for the same period last year.

HMO  medical  membership  at  September  30, 1998 was 6.5  million  members,  an
increase of 593,000  members,  or 10 percent,  from December 31, 1997, and up 11
percent over third quarter 1997.

Employee Retirement and Savings Benefits
- ----------------------------------------
This segment,  which operates in the defined  contribution  and defined  benefit
markets,  had  operating  income of $59  million  in the third  quarter of 1998,
compared with $53 million for the same period last year.  For the nine months of
1998 and 1997, operating income was $171 million and $160 million, respectively.

Assets under management at September 30, 1998 were $46.9 billion, an increase of
3 percent from $45.5 billion as of September 30, 1997.

<PAGE>

                                      -3-

Individual Financial Services
- -----------------------------
CIGNA sold its  individual  life  insurance  and  annuity  businesses  effective
January 1, 1998 to Lincoln National Corporation. Following the sale, the segment
includes the recognition of a portion of the deferred gain from the sale as well
as the results of CIGNA's corporate-owned life insurance, and life, accident and
health  reinsurance  businesses.  Operating income for the third quarter of 1998
was $40 million,  including $17 million of deferred gain from the sale, compared
with operating income of $51 million for the third quarter of 1997.

The segment's  operating income for the nine months of 1998,  excluding the $202
million  gain on the sale that was  recognized  at  closing,  was $118  million,
compared with $146 million for the same period last year.

Property and Casualty
- ---------------------
Ongoing  operations   (Domestic  and  International   operations  combined)  had
operating  income of $13 million and a GAAP combined ratio after  policyholders'
dividends ("combined ratio") of 109 for the third quarter of 1998. These results
include after-tax  catastrophe losses of $44 million,  primarily associated with
Hurricane  Georges ($42  million).  This compares with  operating  income of $59
million and a combined  ratio of 100 for the same period last year. For the nine
months of 1998,  operating  income was $118 million,  compared with $174 million
for the nine months of 1997.


<PAGE>
                                      -4-

Domestic had operating  income of $26 million for the third quarters of 1998 and
1997. The combined ratio was 106 for the third quarter of 1998,  compared with a
combined  ratio  of 105 for the  third  quarter  of 1997.  International  had an
operating  loss of $13 million and a combined ratio of 112 for the third quarter
of 1998. This compares with operating income of $33 million and a combined ratio
of 95 for the third quarter of 1997.

The $44 million of after-tax  catastrophe  losses for the third  quarter of 1998
compares  with $1 million for the same period last year.  After-tax  catastrophe
losses for the nine months of 1998 were $63 million,  compared  with $10 million
for 1997.

Other
- -----
Other  Operations  includes  unallocated  investment  income,  interest  expense
(including debt service associated with the Healthsource acquisition) 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 $30 million in the third quarter of 1998,  compared with an
operating loss of $29 million for the same period last year. For the nine months
of 1998, operating losses totaled $67 million,  compared with $60 million in the
same period of 1997.

NET INCOME
- ----------
Consolidated net income for the third quarter of 1998 was $251 million, or $1.19
per share,  compared with $279 million,  or $1.25 per share, for the same period
last year. Consolidated net income for the nine months of 1998 was $1.1 billion,
or $4.90 per share, including an after-tax gain


<PAGE>
                                      -5-

of $202 million from the sale of certain businesses. Consolidated net income for
the same period last year was $846 million, or $3.79 per share.

REVENUES
- --------
Consolidated revenues for the third quarters of 1998 and 1997 were $5.2 billion.
For the nine months of 1998,  revenues were $16.0  billion,  compared with $14.5
billion for the same period last year.

ASSETS/SHAREHOLDERS'EQUITY
- ---------------------------
Assets at September  30, 1998 were $109  billion,  compared with $108 billion at
December 31, 1997.  Shareholders'  equity was $8.2 billion, or $39.50 per share,
at September  30, 1998,  compared  with $7.9  billion,  or $36.55 per share,  at
December 31, 1997.

SHARE REPURCHASE
- ----------------
During the third  quarter of 1998,  CIGNA  repurchased  5,893,400  shares of its
common  stock for $385  million,  which is in addition to the  5,508,500  shares
repurchased in the first half of 1998 for $371 million. In 1998, through October
30, CIGNA has repurchased a total of 12,400,600 shares for $822 million.

                #                #                 #                 #

Quarterly   earnings  are  available  on  CIGNA's  home  page  on  the  Internet
(http://www.cigna.com).
<PAGE>
<TABLE>
<CAPTION>
CIGNA  CORPORATION                                                                                               [CIGNA LOGO}
COMPARATIVE  SUMMARY  OF  FINANCIAL  RESULTS
(Dollars in millions, except per share amounts)
=============================================================================================================================
                                                             Three Months Ended                       Nine Months Ended
                                                               September 30,                             September 30,
                                                          1998              1997                   1998               1997
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>                   <C>               <C>           
REVENUES
    Premiums and fees                               $       4,093     $      3,925          $      12,109     $       10,795
    Net investment income                                     911            1,057                  2,790              3,172
    Other revenues                                            205              175                    620                498
    Gain on sale of businesses (1)                              -                -                    316                  -
    Realized investment gains                                  17               25                    123                 81
- -----------------------------------------------------------------------------------------------------------------------------
         Total                                      $       5,226     $      5,182          $      15,958     $       14,546
- ----------------------------------------------------=========================================================================

OPERATING INCOME (LOSS) BY SEGMENT (1)(2) 
    Employee Life and Health Benefits:
        Indemnity operations                        $          77     $         76          $         218     $          202
        HMO operations                                         82               52                    214                169
                                                      ------------      -----------           ------------      -------------
          Total Employee Life and Health Benefits             159              128                    432                371
    Employee Retirement and Savings Benefits                   59               53                    171                160
    Individual Financial Services                              40               51                    320                146
    Property and Casualty:
       International                                          (13)              33                     46                102
       Domestic                                                26               26                     72                 72
                                                      ------------      -----------           ------------      -------------
          Ongoing operations                                   13               59                    118                174
       Run-off operations                                       -                -                      -                  1
                                                      ------------      -----------           ------------      -------------
             Total Property and Casualty                       13               59                    118                175
     Other Operations                                         (30)             (29)                   (67)               (60)
- -----------------------------------------------------------------------------------------------------------------------------
        Total                                       $         241     $        262          $         974     $          792
- ----------------------------------------------------=========================================================================

NET INCOME (LOSS) BY SEGMENT (1) 
    Employee Life and Health Benefits:
        Indemnity operations                        $          96     $         72          $         273     $          204
        HMO operations                                         82               52                    214                169
                                                      ------------      -----------           ------------      -------------
          Total Employee Life and Health Benefits             178              124                    487                373
    Employee Retirement and Savings Benefits                   64               51                    187                167
    Individual Financial Services                              43               49                    328                151
    Property and Casualty:
       International                                          (30)              44                     26                127
       Domestic                                                25               39                     76                 86
                                                      ------------      -----------           ------------      -------------
          Ongoing operations                                   (5)              83                    102                213
       Run-off operations                                       1               (1)                    12                  -
                                                      ------------      -----------           ------------      -------------
             Total Property and Casualty                       (4)              82                    114                213
    Other Operations                                          (30)             (27)                   (62)               (58)
- -----------------------------------------------------------------------------------------------------------------------------
        Total                                       $         251     $        279          $       1,054     $          846
- ----------------------------------------------------=========================================================================

DILUTED EARNINGS PER SHARE:
    Operating income                                $        1.14     $       1.17          $        4.53     $         3.55
    After-tax realized investment gains                      0.05             0.08                   0.37               0.24
- -----------------------------------------------------------------------------------------------------------------------------

    Net income                                      $        1.19     $       1.25          $        4.90     $         3.79
- ----------------------------------------------------=========================================================================
    Weighted average shares (in thousands)                211,512          223,572                215,247            223,175
- ----------------------------------------------------=========================================================================

SHAREHOLDERS' EQUITY at September 30:                                                       $       8,156     $        7,991
- --------------------------------------------------------------------------------------------=================================

SHAREHOLDERS' EQUITY PER SHARE at September 30:                                             $       39.50     $        35.97
- --------------------------------------------------------------------------------------------=================================
<FN>
(1)  Reflects  the  pre-tax  gain  of  $316  million  ($202  million  after-tax)
recognized as of January 1, 1998 in connection  with the sale of the  individual
life insurance and annuity businesses.

(2) Operating income (loss) is defined as net income (loss) excluding  after-tax
realized investment results.
</FN>
</TABLE>


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