CIGNA CORP
8-K, 2000-05-02
HOSPITAL & MEDICAL SERVICE PLANS
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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 1, 2000
                                                           -----------


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

          On May 1, 2000, 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

         CIGNA and its  representatives  may from time to time make  written and
oral  forward-looking  statements,  including  statements  contained  in CIGNA's
filings  with the  Securities  and  Exchange  Commission  and in its  reports to
shareholders.   These  statements  may  contain   information   about  financial
prospects, economic conditions,  trends and known uncertainties.  CIGNA cautions
the  reader  that  actual  results  could  differ  materially  from  those  that
management expects,  depending on the outcome of certain factors. In some cases,
CIGNA describes  uncertainties when offering a forward-looking  statement.  Some
factors that could cause CIGNA's  actual results to differ  materially  from the
forward-looking statements include:

1.   increases in medical  costs in CIGNA's  health care  operations,  including
     increased use and costs of medical services;
2.   increased   medical,   administrative   or  other  costs   resulting   from
     legislative,  regulatory and  litigation  challenges to CIGNA's health care
     business;
3.   heightened competition,  particularly price competition, which could reduce
     product margins and constrain growth in CIGNA's businesses;
4.   significant changes in interest rates;
5.   significant  stock  market  declines  resulting in payments  contingent  on
     certain variable annuity account values;
6.   significant  deterioration  in  economic  conditions,  which  could have an
     adverse effect on CIGNA's investments; and
7.   proposals to change federal income taxes.

This list of important  factors may not be  complete.  CIGNA will not update any
forward-looking statement that may be made by or on behalf of CIGNA prior to the
next required filing with the Securities and Exchange Commission.


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 2, 2000                              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 1, 2000





NEWS RELEASE                                         EXHIBIT 20           [Logo]
- --------------------------------------------------------------------------------

For Release:    Immediate

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



                       CIGNA REPORTS FIRST QUARTER RESULTS


PHILADELPHIA,  May 1, 2000 -- CIGNA  Corporation  (NYSE:CI) today reported first
quarter 2000 operating  income* from continuing  operations of $265 million,  or
$1.57 per share. This compares with operating income from continuing  operations
of $229 million, or $1.10 per share for the first quarter of 1999.

"We continued to see good growth in revenues and profits,  particularly  for our
health businesses," said H. Edward Hanway, CIGNA's chief executive officer.

SEGMENT RESULTS:

Employee Health Care, Life and Disability Benefits
- --------------------------------------------------
This segment  includes CIGNA's HMO,  medical and dental  indemnity,  disability,
specialty  health  care and group life  insurance  operations.  The  segment had
operating  income of $175 million in the first  quarter of 2000,  compared  with
$153 million for the same period last year.



- --------------------------------
*    Operating income (loss) is defined as net income (loss) excluding after-tax
     realized  investment  results and the  cumulative  effect of an  accounting
     change in 1999.

     All earnings per share amounts are on a diluted basis.

     CIGNA made  certain  segment  reclassifications,  effective  1/1/2000.  See
     Exhibit 1 for additional information.

<PAGE>
                                      -2-

Revenues for the first quarter were $3.6 billion, compared with $3.3 billion for
the same period last year.

Total covered medical lives were  approximately  14.0 million at March 31, 2000.
HMO medical  membership  was 7.1  million  members,  up 6% from March 31,  1999.
Medical indemnity lives were 6.9 million, up 9% from March 31, 1999.

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 $65 million in the
first quarter of 2000, compared with $63 million for the same period last year.

Assets under  management  at March 31, 2000 were $57 billion,  an increase of 8%
from $53 billion as of March 31, 1999.

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 $8
million  in the first  quarter of 2000,  compared  with  operating  income of $3
million for the same period last year.

<PAGE>
                                      -3-

Other Operations
- ----------------
Other Operations includes gain recognition related to the sale of the individual
life insurance and annuity business,  and the results of the leveraged corporate
life  insurance  operation,  the  life  and  health  reinsurance  business,  the
settlement annuity business and investment and real estate  subsidiaries.  Other
Operations  had  operating  income of $28 million in the first  quarter of 2000,
compared with $34 million for the same period last year.

Corporate
- ---------
Corporate  includes  unallocated  investment income and parent company expenses,
primarily debt service. Corporate had a loss of $11 million in the first quarter
of 2000, compared with a loss of $24 million for the same period last year.

NET INCOME
- ----------
Consolidated net income for the first quarter of 2000 was $271 million, or $1.60
per  share.  Consolidated  net  income  for the same  period  last year was $188
million,  or $0.91 per share,  which included 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
sold on July 2, 1999.

<PAGE>
                                      -4-

REVENUES
- --------
Consolidated revenues for the first quarter of 2000 were $4.9 billion,  compared
with $4.5 billion for the first quarter of 1999.

ASSETS/SHAREHOLDERS' EQUITY
- ---------------------------
Assets at March 31,  2000 were $97.0  billion,  compared  with $95.3  billion at
December 31, 1999.  Shareholders'  equity was $5.8 billion ($35.85 per share) at
March 31, 2000,  compared  with $6.1 billion  ($36.24 per share) at December 31,
1999.

SHARE REPURCHASE
- ----------------
In the first quarter of 2000, CIGNA repurchased 7.2 million shares of its common
stock for $521 million.  In April, CIGNA repurchased 1.6 million shares for $126
million.  Total available repurchase authority was approximately $1.1 billion at
May 1, 2000.


Quarterly  earnings and conference call information is available on CIGNA's home
page on the Internet (http://www.cigna.com).

<PAGE>
<TABLE>
<CAPTION>
CIGNA  CORPORATION                                                                                    Exhibit 1
COMPARATIVE  SUMMARY  OF  FINANCIAL  RESULTS
(Dollars in millions, except per share amounts)
                                                                                                   [CIGNA LOGO]

- ---------------------------------------------------------------------------------------------------------------
                                                                                        Three Months Ended
                                                                                              March 31,
                                                                                      2000              1999
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
REVENUES (Excluding discontinued operations)
    Premiums and fees                                                              $   3,989         $   3,600
    Net investment income                                                                716               721
    Other revenues                                                                       177               178
    Realized investment gains                                                              9                11
- ---------------------------------------------------------------------------------------------------------------
         Total                                                                     $   4,891         $   4,510
- -----------------------------------------------------------------------------------============================

OPERATING INCOME (LOSS) BY SEGMENT (1) (2) (Excluding
  discontinued operations)
    Employee Health Care, Life and Disability Benefits:
        Indemnity operations (3)                                                   $      61         $      59
        HMO operations                                                                   114                94
                                                                                   ----------        ----------
          Total Employee Health Care, Life and Disability Benefits                       175               153
    Employee Retirement Benefits and Investment Services                                  65                63
    International Life, Health and Employee Benefits                                       8                 3
    Other Operations (3)                                                                  28                34
    Corporate                                                                            (11)              (24)
- ---------------------------------------------------------------------------------------------------------------
        Total                                                                      $     265         $     229
- -----------------------------------------------------------------------------------============================

INCOME (LOSS) FROM CONTINUING OPERATIONS (2)
    Employee Health Care, Life and Disability Benefits:
        Indemnity operations (3)                                                   $      69         $      65
        HMO operations                                                                   113                94
                                                                                   ----------        ----------
          Total Employee Health Care, Life and Disability Benefits                       182               159
    Employee Retirement Benefits and Investment Services                                  63                64
    International Life, Health and Employee Benefits                                       8                 3
    Other Operations (3)                                                                  29                34
    Corporate                                                                            (11)              (24)
- ---------------------------------------------------------------------------------------------------------------
        Total                                                                      $     271         $     236
- -----------------------------------------------------------------------------------============================

DILUTED EARNINGS PER SHARE:
    Operating income (Excluding discontinued operations)                           $    1.57         $    1.10
    After-tax realized investment gains (excluding discontinued operations)             0.03              0.04
- ---------------------------------------------------------------------------------------------------------------
    Income from continuing operations                                                   1.60              1.14
    Income from discontinued operations                                                   --              0.20
- ---------------------------------------------------------------------------------------------------------------
    Income before cumulative effect of accounting change                                1.60              1.34
    Cumulative effect of accounting change, net of taxes                                  --             (0.43)
- ---------------------------------------------------------------------------------------------------------------

    Net income                                                                     $    1.60         $    0.91
- -----------------------------------------------------------------------------------============================
    Weighted average shares (in thousands)                                           169,310           207,708
- -----------------------------------------------------------------------------------============================

SHAREHOLDERS' EQUITY at March 31:                                                  $   5,838         $   7,869
- -----------------------------------------------------------------------------------============================

SHAREHOLDERS' EQUITY PER SHARE at March 31:                                        $   35.85         $   38.68
- -----------------------------------------------------------------------------------============================
<FN>
(1) Operating income (loss) is defined as net income (loss) excluding  after-tax realized  investment  results,
and, in 1999, the cumulative effect of adopting a new accounting pronouncement.
(2) In 1999,  corporate overhead which would have been allocated to the P&C segment had the sale to ACE Limited
not occurred was reported in Corporate (other operating expenses). Effective January 1, 2000, this overhead was
allocated to the operating segments. See Exhibit 2 for additional information.
(3) Effective January 1, 2000, CIGNA combined the operations of one of its new business initiatives (Integrated
Care, the results of which had been previously  reported in Other  Operations) with a business  reported in the
Employee  Health Care, Life and Disability  Benefits  segment.  Integrated  Care's first quarter 1999 after-tax
operating  loss of $4  million  was  reclassified  to conform  with this new  presentation.  See  Exhibit 2 for
additional information.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
CIGNA Corporation                                                                                                          Exhibit 2
Supplemental Financial Information
Financial Data Excluding Specific  Adjustments - Results of Operations
(Dollars in millions, except per share amounts)


                                                         Employee Health Care, Life & Disability Benefits            Employee
                                                                                                               Retirement Benefits
                                                         Indemnity             HMOs               Total         & Investment Svcs.
Three months ended March 31,                           2000    1999        2000    1999       2000     1999       2000      1999
                                                      -----------------------------------------------------------------------------

<S>                                                   <C>      <C>        <C>      <C>        <C>      <C>        <C>      <C>
Operating income (loss) prior to reclassification     $  61    $  63      $ 114    $  94      $ 175    $ 157      $  65    $  63

   Reclassification for Integrated Care                  --       (4)        --       --         --       (4)        --       --
                                                      -----------------------------------------------------------------------------

Operating income (loss) as published                     61       59        114       94        175      153         65       63
   Pro forma overhead costs previously
     allocated to Corporate*                             --       (3)        --       (3)        --       (6)        --       --
                                                      -----------------------------------------------------------------------------
Operating income (loss) as adjusted for pro forma
     allocation of corporate overhead                 $  61    $  56      $ 114    $  91      $ 175    $ 147      $  65    $  63
                                                      =============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                        International
                                                       Life, Health &         Other
                                                        Emp. Benefits       Operations           Corporate         Consolidated
Three months ended March 31,                           2000     1999       2000     1999       2000     1999       2000     1999
                                                      ----------------------------------------------------------------------------

<S>                                                    <C>      <C>        <C>      <C>       <C>       <C>        <C>      <C>
Operating income (loss) prior to reclassification      $   8    $   3      $  28    $  30     $ (11)    $ (24)     $ 265    $ 229

   Reclassification for Integrated Care                   --       --         --        4        --        --         --       --
                                                      ----------------------------------------------------------------------------

Operating income (loss) as published                       8        3         28       34       (11)      (24)       265      229
   Pro forma overhead costs previously
     allocated to Corporate*                              --       (1)        --       --        --         7         --       --
                                                      ----------------------------------------------------------------------------
Operating income (loss) as adjusted for pro forma
     allocation of corporate overhead                  $   8    $   2      $  28    $  34     $ (11)    $ (17)     $ 265    $ 229
                                                      ============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                            Diluted
                                                            Earnings
                                                           Per Share
Three months ended March 31,                             2000      1999
                                                      --------------------

<S>                                                    <C>       <C>
Operating income (loss) prior to reclassification      $   1.57  $   1.10

   Reclassification for Integrated Care                      --        --
                                                      --------------------

Operating income (loss) as published                       1.57      1.10
   Pro forma overhead costs previously
     allocated to Corporate*                                 --        --
                                                      --------------------
Operating income (loss) as adjusted for pro forma
     allocation of corporate overhead                  $   1.57  $   1.10
                                                      ====================
<FN>
*    In 1999,  corporate  overhead which would have been allocated to the P&C segment had the sale to ACE Limited not occurred was
     reported in Corporate (other  operating  expenses).  Effective  January 1, 2000, this overhead was allocated to the operating
     segments. Prior period amounts have not been restated to reflect this change but are illustrated above on a pro forma basis.
</FN>
</TABLE>


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