CIGNA CORP
8-K, 1999-05-04
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) May 3, 1999
                                                           -----------


                                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 May 3, 1999,  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; 6) significant stock market declines resulting in payments  contingent on
certain variable annuity account values; 7) the effect on CIGNA's  international
operations  and  investments  from further  significant  deterioration  in Latin
American  and Asian  economies;  and 8) proposals  to change  federal  corporate
income taxes.


Item 7.  Financial Statements and Exhibits.
         ----------------------------------

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



<PAGE>



         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 4, 1999                       By: /s/ James A. Sears   
                                            ----------------------
                                            James A. Sears
                                            Vice President and
                                            Chief Accounting Officer



<PAGE>


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

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

20                         CIGNA Corporation                Filed herewith
                           news release dated
                           May 3, 1999

<PAGE>
<TABLE>
<CAPTION>
CIGNA  CORPORATION
COMPARATIVE  SUMMARY  OF  FINANCIAL  RESULTS
(Dollars in millions, except per share amounts)
                                                                                 [CIGNA LOGO]
- --------------------------------------------------------------------------------------------------
                                                                             Three Months Ended
                                                                                 March 31,
                                                                           1999             1998
- --------------------------------------------------------------------------------------------------
REVENUES
<S>                                                                    <C>               <C>      
    Premiums and fees                                                  $   4,263         $   3,901
    Net investment income                                                    858               937
    Other revenues                                                           237               198
    Gain on sale of business (1)                                               0               316
    Realized investment gains                                                 42                59
- --------------------------------------------------------------------------------------------------
         Total                                                         $   5,400         $   5,411
- -----------------------------------------------------------------------===========================

OPERATING INCOME (LOSS) BY SEGMENT (1)(2)
    Employee Health Care, Life and Disability Benefits:
        Indemnity operations                                           $      63         $      69
        HMO operations                                                        94                62
                                                                       ---------         ---------
          Total Employee Health Care, Life and Disability Benefits           157               131
    Employee Retirement Benefits and Investment Services                      63                61
    International Life, Health and Employee Benefits                           3                 9
    Other Operations                                                          30               233
    Corporate                                                                (20)              (18)
                                                                       ---------         ---------
          Employee Benefits Businesses and Other                             233               416
    Property and Casualty:
       International                                                           3                22
       Domestic                                                               15                19
                                                                       ---------         ---------
          Ongoing operations                                                  18                41
       Run-off operations                                                      0                 0
                                                                       ---------         ---------
             Total Property and Casualty                                      18                41
- --------------------------------------------------------------------------------------------------
        Total                                                          $     251         $     457
- -----------------------------------------------------------------------===========================

INCOME (LOSS) BEFORE  CUMULATIVE  EFFECT OF ACCOUNTING  CHANGE
    Employee Health Care, Life and Disability Benefits:
        Indemnity operations                                           $      69         $      87
        HMO operations                                                        94                62
                                                                       ---------         ---------
          Total Employee Health Care, Life and Disability Benefits           163               149
    Employee Retirement Benefits and Investment Services                      64                67
    International Life, Health and Employee Benefits                           3                 9
    Other Operations                                                          30               235
    Corporate                                                                (19)              (18)
                                                                       ---------         ---------
          Employee Benefits Businesses and Other                             241               442
    Property and Casualty:
       International                                                          17                27
       Domestic                                                               17                19
                                                                       ---------         ---------
          Ongoing operations                                                  34                46
       Run-off operations                                                      4                 7
                                                                       ---------         ---------
             Total Property and Casualty                                      38                53
- --------------------------------------------------------------------------------------------------
        Total                                                          $     279         $     495
- -----------------------------------------------------------------------===========================

DILUTED EARNINGS PER SHARE:
    Operating income                                                   $    1.21         $    2.10
    After-tax realized investment gains                                     0.13              0.17
- --------------------------------------------------------------------------------------------------
    Income before cumulative effect of accounting change                    1.34              2.27
    Cumulative effect of accounting change, net of tax                     (0.43)            (0.00)
- --------------------------------------------------------------------------------------------------
    Net income                                                         $    0.91         $    2.27
- -----------------------------------------------------------------------===========================
    Weighted average shares (in thousands)                               207,708           217,755
- -----------------------------------------------------------------------===========================

SHAREHOLDERS' EQUITY at March 31:                                      $   7,869         $   8,325
- -----------------------------------------------------------------------===========================

SHAREHOLDERS' EQUITY PER SHARE at March 31:                            $   38.68         $   38.58
- -----------------------------------------------------------------------===========================
<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 business.

(2)   Operating  income  (loss)  is  defined  as  net  income  (loss)  excluding
      after-tax  realized  investment  results.  Operating  income  in 1999 also
      excludes the cumulative effect of adopting a new accounting  pronouncement
      for insurance-related assessments.
</FN>
</TABLE>


NEWS RELEASE               EXHIBIT 20                            [CIGNA LOGO]


For Release:      Immediate

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



                       CIGNA REPORTS FIRST QUARTER RESULTS

                     EARNINGS UP 20% FOR HEALTH CARE SEGMENT

PHILADELPHIA,  May 3, 1999 -- CIGNA  Corporation  (NYSE:CI) today reported first
quarter  1999  operating  income*  of $251  million,  or $1.21 per  share.  This
compares with operating income of $255 million, or $1.17 per share for the first
quarter  of  1998,  adjusted  to  exclude  an  after-tax  gain of  $202  million
associated  with the sale of  CIGNA's  individual  life  insurance  and  annuity
business.

These results  include the property and casualty  operations that are to be sold
to ACE Limited**,  which is expected to be finalized by mid-1999.  Excluding the
operations to be sold,  CIGNA's  operating  income for the first quarter of 1999
was $233 million,  compared with  operating  income of $214 million for the same
period in 1998 or $1.12 per share vs. $0.98 per share, a 14% increase.

"Our employee benefits  businesses  continued to perform well in the quarter and
we  are  particularly  pleased  with  the  underlying  strength  of  the  health
businesses,"  said Wilson H. Taylor,  CIGNA's chief executive.  "The sale of the
property  and  casualty  businesses  to ACE Limited  remains on  schedule  for a
mid-year closing," Taylor added.

- --------------------------------
*    Operating income (loss) is defined as net income (loss) excluding after-tax
     realized  investment  results and the  cumulative  effect of an  accounting
     change. All earnings per share amounts are on a diluted basis.
**   Sale is subject to regulatory approvals and other closing conditions.

<PAGE>
                                      -2-


SEGMENT RESULTS:

Employee Health Care, Life and Disability Benefits
- --------------------------------------------------
This segment  includes  CIGNA's HMO and  indemnity  operations.  The segment had
operating  income of $157 million in the first  quarter of 1999, up 20% compared
with $131  million  for the same  period last year.  The  increase in  operating
income over the first quarter of 1998 is attributable to significant improvement
in HMO results.

Revenues for the first quarter were $3.3 billion, compared with $3.0 billion for
the same period last year.

Total covered lives were approximately 13 million at March 31, 1999. HMO medical
membership was 6.7 million members, up 6% from March 31, 1998. Medical indemnity
lives were 6.4 million, up 8% from March 31, 1998.

Employee Retirement Benefits and Investment Services
- ----------------------------------------------------
This segment,  which operates in the defined  contribution,  defined benefit and
corporate life  insurance  markets,  had operating  income of $63 million in the
first quarter of 1999.  This compares with  operating  income of $61 million for
the same period last year.

Assets under  management  at March 31, 1999 were $53 billion,  an increase of 4%
from $51 billion as of March 31, 1998.


<PAGE>
                                      -3-

International Life, Health and Employee Benefits
- ------------------------------------------------
This  segment,  which  includes  CIGNA's life  insurance  and employee  benefits
businesses  operating  in  international  markets,  had  operating  income of $3
million in the first quarter of 1999. This compares with operating  income of $9
million for the same period last year.

Other Operations
- ----------------
Other Operations includes gain recognition related to the sale of the individual
life  insurance and annuity  business,  the leveraged  corporate  life insurance
operation,  the life and health  reinsurance  business  and certain new business
initiatives,  as well as the  results of the  settlement  annuity  business  and
investment and real estate  subsidiaries.  Other Operations had operating income
of $30 million in the first quarter of 1999,  compared with operating  income of
$31 million for the same period last year,  excluding the $202 million after-tax
gain from the sale of the individual life insurance and annuity business.

Corporate
- ---------
Corporate  includes  unallocated  investment income and parent company expenses,
primarily debt service. Corporate had a loss of $20 million in the first quarter
of 1999, compared with a loss of $18 million for the same period last year.

<PAGE>
                                      -4-

Property and Casualty (P&C)
- ---------------------------
The P&C operations,  which are under agreement of sale to ACE Limited,  reported
operating income of $18 million in the first quarter of 1999,  compared with $41
million in the same  period  last year.  The  current  quarter  was  impacted by
after-tax  catastrophe  losses of $15 million,  primarily for additional charges
for Hurricanes Georges and Mitch.

NET INCOME
- ----------
Consolidated net income for the first quarter of 1999 was $188 million, or $0.91
per share,  which  includes a $91 million  after-tax  charge for the  cumulative
effect  of  adopting  a new  accounting  standard  for  guaranty  fund and other
insurance-related   assessments,   primarily   related  to  the  P&C   business.
Consolidated net income for the same period last year was $293 million, or $1.34
per share, excluding the after-tax gain of $202 million from the sale of CIGNA's
individual life insurance and annuity business.

REVENUES
- --------
Consolidated revenues for the first quarter of 1999 were $5.4 billion,  compared
with $5.1 billion for the first quarter of 1998,  excluding the gain on the sale
of the individual life insurance and annuity business.

<PAGE>
                                      -5-

ASSETS/SHAREHOLDERS' EQUITY
- ---------------------------
Assets at March 31, 1999 were $112.5  billion,  compared with $114.6  billion at
December 31, 1998.  Shareholders'  equity was $7.9 billion ($38.68 per share) at
March 31, 1999,  compared  with $8.3 billion  ($40.25 per share) at December 31,
1998.

SHARE REPURCHASE
- ----------------
In the first quarter of 1999, CIGNA repurchased 2.9 million shares of its common
stock for $230 million.  In April,  CIGNA  repurchased 1 million  shares for $85
million. CIGNA's share repurchase authority was increased by $500 million at the
January 1999 Board of Directors meeting.  Total available  repurchase  authority
was approximately $475 million at May 3, 1999.




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






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