Delaware
|
06-1059331
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
Two
Liberty Place, Philadelphia, Pennsylvania
|
19192
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Name
of each exchange on
|
|
Title of each
class
|
which
registered
|
Common
Stock, Par Value $0.25
|
New
York Stock Exchange, Inc.
|
Large
accelerated filer [X]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
Reporting Company
[ ]
|
122
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1
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2
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11
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14
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16
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18
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21
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22
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25
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27
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28
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35
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35
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35
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36
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37
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PART
II
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37
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38
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39
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67
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67
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106
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106
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106
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It
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PART III
|
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106
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106
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106
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106
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106
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107
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107
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107
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PART IV
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107
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108
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FS-1
|
|||
E-1
|
|
PART
I
|
·
|
Health
Care;
|
·
|
Disability
and Life;
|
·
|
International;
|
·
|
Other
Operations; and
|
·
|
Run-off
Reinsurance.
|
·
|
Health
Maintenance Organizations "(HMOs")
.
HMOs
are required by law to provide coverage for all basic health
services. They use various tools to facilitate the appropriate
use of health care services through employed and/or contracted health care
providers. HMOs control unit costs by negotiating rates of
reimbursement with providers and by requiring that certain treatments be
authorized for coverage in advance. CIGNA HealthCare offers HMO
plans that require members to obtain all non-emergency services from
participating providers as well as point of service (“POS”) HMO plans that
also provide a lesser level of insurance coverage for out-of-network care
from non-participating providers.
|
·
|
Network,
Point of Service ("POS") and Open Access Plus Plans
.
CIGNA
HealthCare offers a product line of non-HMO managed care benefit
plans. All benefit plans in the managed care product line use
meaningful coinsurance differences for “in-network” versus out-of-network
care, give members the option of selecting a primary care physician, and
use a national provider network, which is somewhat smaller than the
national network used with the preferred provider ("PPO")
plan product line. The “Network” product covers only those
services provided by CIGNA HealthCare participating providers and
emergency services provided by non-participating providers. POS
and Open Access Plus plans cover health care services provided by
participating, (“in-network”), and non-participating (“out-of-network”)
health care providers.
|
·
|
Preferred
Provider ("PPO") Plans
.
CIGNA
HealthCare also offers a PPO product line that features a broader national
network with generally less favorable provider discounts than the managed
care products described above, no option to select a primary care
physician, and in-network and out-of-network coverage, but with lesser
benefit incentives to encourage the use of participating
providers.
|
·
|
Voluntary
Plans
. CIGNA HealthCare's voluntary medical products are
offered to employers with 51 or more eligible employees and are designed
to meet the needs of the working uninsured (such as hourly or part-time
employees) by offering more limited and
|
more affordable coverage than traditional major medical plans. CIGNA HealthCare strengthened its presence in the voluntary benefits marketplace in 2006 with the acquisition of the Star HRG SM voluntary health insurance business and the introduction of the Fundamental Care SM product that provides higher coverage levels than other limited benefit plans. |
·
|
CIGNA
Choice Fund
®
,
Health Reimbursement Arrangement ("HRAs"), Health Savings Accounts
("HSAs") and Flexible Spending Accounts ("FSAs")
.
In
connection with many of the products described above, CIGNA offers the
CIGNA Choice Fund
®
suite of consumer-directed products, including HRA, HSA and FSA
options. An HRA allows employers to choose from a variety of
benefit plan designs (such as HMO or PPO) and for employees to fund
unreimbursed health care expenses with reimbursement account funds that
can be rolled over from year to year. HSA plans allow employers
to choose from a variety of benefit plan designs and funding options and
combine a high deductible payment feature for a health plan with a
tax-preferred savings account offering mutual fund investment
options. Funds in an HSA can be used to pay the deductible and
for other eligible tax-deductible medical expenses. In
connection with its consumer-directed products, CIGNA offers Custom
Benefit Builder
SM
,
a tool that allows members to customize plan options including copayments
and deductible levels, to create a personalized benefit design that meets
their individual needs. In 2007, CIGNA expanded the
availability of its HRA plans to smaller businesses with 51-200 employees
and also began offering an integrated HSA product to this
segment. The HRA and HSA products for employers with 51-200
employees are now available in 49 states as well as in Puerto Rico and the
U.S. Virgin Islands.
|
·
|
Stop-Loss
Coverage
.
CIGNA
HealthCare offers stop-loss insurance coverage to both experience-rated
and self-insured plans. This stop-loss coverage reimburses the
plan for claims in excess of some predetermined amount, for either
specific individuals, the entire group in aggregate, or
both.
|
·
|
Shared
Administration Services
.
CIGNA
HealthCare makes available to self-insured Taft-Hartley trusts shared
administration products. CIGNA HealthCare provides these
self-insured plans access to its national provider network and provides
claim re-pricing and other services (e.g. utilization
management).
|
·
|
help
healthy people stay healthy;
|
·
|
help
people change behaviors that are putting their health at
risk;
|
·
|
help
people with existing health care issues access quality care and practice
healthy self-care; and
|
·
|
help
people with a disabling illness or injury return to productive work
quickly and safely.
|
·
|
Early
intervention by CIGNA's network of over 2,500 clinical
professionals.
|
·
|
CIGNA’s
online health assessment, powered by analytics from the University of
Michigan Health Management Research Center, which helps members identify
potential health risks and learn what they can do to live a healthier
life.
|
·
|
The
CIGNA Well Aware for Better Health
®
program, which helps patients with chronic conditions such as asthma,
diabetes, depression and weight complications better manage their
conditions.
|
·
|
CIGNA
Health Advisor
®
,
one of our fastest-growing offerings, which provides consumers with access
to a personal health coach to help them reach their health and wellness
goals.
|
·
|
CIGNA's
Well Informed program (first available in January 2008), which uses
clinical rules-based software to identify potential gaps and omissions
|
in members' health care through analysis of the Company’s integrated medical, behavioral, pharmacy and lab data allowing CIGNA to communicate the gaps to the member and the member’s doctor. |
·
|
Online
coaching capabilities provided by United Kingdom (U.K.)-based vielife,
which CIGNA acquired in 2006.
|
·
|
a
prescription drug price comparison tool that gives members price
comparisons on branded and generic drugs from pharmacy retailers and mail
order, showing out-of-pocket as well as total anticipated costs, of the
prescription;
|
·
|
DrugCompare
TM
and Medication Library where members can obtain detailed information
and comparisons of medications;
|
·
|
Prescription
Claim History Tool, which enables consumers to see their combined retail
and home delivery prescription history to help plan for and track
out-of-pocket expenses; and
|
·
|
CIGNA
HealthCare’s Step Therapy Program, which gradually encourages members to
use generic drugs
|
for anti-ulcer, hypertension, high cholesterol and allergic rhinitis medications through communications with the consumer and the consumer’s physician. |
·
|
guaranteed
cost;
|
·
|
retrospectively
experience-rated (including minimum premium funding arrangements);
and
|
·
|
service.
|
·
|
myCIGNA.com,
CIGNA’s consumer Internet portal. The portal is personalized
with each member’s CIGNA medical, dental and pharmacy plan
information;
|
·
|
myCignaPlans.com,
a website which allows prospective members to compare plan coverage and
pricing options, before enrolling, based on a variety of
factors. The application gives consumers information on the
total health care cost to them and their
employer;
|
·
|
a
number of interactive online cost and quality information tools that
compare hospital quality and efficiency information, prescription drug
choices and average price estimates and member-specific average
out-of-pocket cost estimates for certain medical procedures;
and
|
·
|
Health
Risk Assessment, an online interactive tool through which consumers can
identify potential health risks and monitor their health
status.
|
·
|
national
accounts, which are multi-site employers with more than 5,000
employees;
|
·
|
regional
accounts, which are generally defined as multi-site employers with more
than 200 but fewer than 5,000 employees, and single-site employees with
more than 200 employees;
|
·
|
small
business and individual, which includes employers with 2 - 200 employees
and individuals;
|
·
|
government,
which includes employees in federal, state and local governments, primary
and secondary schools, and colleges and
universities;
|
·
|
Taft-Hartley
plans, which includes members covered by union trust
funds;
|
·
|
seniors,
which focuses on the health care needs of individuals 50 years and older;
and
|
·
|
voluntary,
which focuses on employers with working uninsured
employees.
|
·
|
other
large insurance companies that provide group health and life insurance
products;
|
·
|
Blue
Cross and Blue Shield
organizations;
|
·
|
stand-alone
HMOs and PPOs;
|
·
|
third
party administrators;
|
·
|
HMOs
affiliated with major insurance companies and hospitals;
and
|
·
|
national
managed pharmacy, behavioral health and utilization review services
companies.
|
·
|
$1.5
billion in separate account assets that are managed by the buyer of the
retirement benefits business pursuant to reinsurance arrangements
described in "Sale of Individual Life Insurance & Annuity and
Retirement Benefits Businesses" on page 16 of this Form
10-K;
|
·
|
$1.7
billion in separate account assets which constitute a portion of the
assets of the CIGNA Pension Plan;
and
|
·
|
$3.8
billion in funds which primarily support certain corporate-owned life
insurance, health care and disability and life
products.
|
·
|
The
Invested Assets supporting CIGNA’s Health Care operating segment are
structured to emphasize investment income, and provide the necessary
liquidity to meet cash flow
requirements.
|
·
|
The
Invested Assets supporting CIGNA's Disability and Life operating segment
are also structured to emphasize investment income, and provide necessary
liquidity to meet cash flow requirements. Assets supporting longer-term
group disability insurance benefits and group life waiver of premium
benefits are generally managed to an aggregate duration similar to that of
the related benefit cash flows.
|
·
|
The
Invested Assets supporting CIGNA's Other Operations segment are associated
primarily with fully guaranteed annuities (primarily settlement annuities)
and interest-sensitive life insurance (primarily corporate-owned life
insurance products). Because settlement annuities generally do
not permit withdrawal by policyholders prior to maturity, the amount and
timing of future benefit cash flows can be reasonably estimated so funds
supporting these products are invested in fixed income investments that
generally match the aggregate duration of the investment portfolio with
that of the related benefit cash flows. As of December 31,
2007, the duration of assets that supported these liabilities was
approximately 12.4 years.
Invested Assets
supporting interest-sensitive life insurance products are primarily fixed
income investments and policy loans. Fixed income investments emphasize
investment yield while meeting the liquidity requirements of the related
liabilities.
|
·
|
The Invested Assets
supporting the Run-off Reinsurance segment with respect to guaranteed
minimum
death benefit annuities and guaranteed minimum income benefit annuities
are structured to emphasize investment income, and provide the necessary
liquidity to meet cash flow requirements. For information about
CIGNA’s use of derivative financial instruments in the Run-off Reinsurance
Segment, see Notes 7 and 20(B) to CIGNA’s 2007 Financial
Statements
on pages 81 and 99 of this Form
10-K.
|
·
|
the
form and content of customer contracts including benefit mandates
(including special requirements for small groups generally under 50
employees);
|
·
|
premium
rates;
|
·
|
the
content of agreements with participating providers of covered
services;
|
·
|
producer
appointment and compensation;
|
·
|
claims
processing and appeals;
|
·
|
underwriting
practices;
|
·
|
reinsurance
arrangements;
|
·
|
unfair
trade and claim practices;
|
·
|
risk
sharing arrangements with providers;
and
|
·
|
operation
of consumer-directed plans (including health savings accounts, health
reimbursement accounts, flexible spending accounts and debit
cards).
|
·
|
those
offering individual and group Medicare Advantage (HMO) coverage in
Arizona;
|
·
|
contractual
arrangements with the federal government for the processing of certain
Medicare claims and other administrative services;
and
|
·
|
those
offering Medicare Pharmacy (Part D) and Medicare Advantage Private
fee-for-service products that are subject to federal Medicare
regulations.
|
|
•
|
A.M.
Best Company, Inc. (“A.M. Best”), A++ to S (“Superior” to
“Suspended”);
|
|
•
|
Moody’s
Investors Service (“Moody’s”), Aaa to C (“Exceptional” to
“Lowest”);
|
|
•
|
Standard
& Poor’s Corp. (“S&P”), AAA to R (“Extremely Strong” to
“Regulatory Action”); and
|
|
•
|
Fitch,
Inc. (“Fitch”), AAA to D (“Exceptionally Strong” to “Order of
Liquidation”).
|
CG
Life
|
LINA
|
|
Insurance
Ratings
(1)
|
Insurance Ratings
(1)
|
|
A.M.
Best
|
A
|
A
|
(“Excellent,”
|
(“Excellent,”
|
|
3
rd
of 16)
|
3
rd
of 16)
|
|
Moody’s
|
A2
|
A2
|
(“Good,”
|
(“Good,”
|
|
6
th
of 21)
|
6
th
of 21)
|
|
S&P
|
A
|
|
(“Strong,”
|
||
6
th
of 21)
|
||
Fitch
|
A+
|
A+
|
(“Strong,”
|
(“Strong,”
|
|
5
th
of 24)
|
5th
of 24)
|
(1)
|
Includes the rating assigned, the
agency’s characterization of the rating and the position of the rating in
the agency’s rating scale (e.g., CG Life’s rating by A.M. Best is the 3rd
highest rating awarded in its scale of
16).
|
|
•
|
Moody’s,
Aaa to C (“Exceptional” to
“Lowest”);
|
|
•
|
S&P,
AAA to D (“Extremely Strong” to “Default”);
and
|
|
•
|
Fitch,
AAA to D (“Highest” to “Default”).
|
|
•
|
Moody’s,
Prime-1 to Not Prime (“Superior” to “Not
Prime”);
|
|
•
|
S&P,
A-1+ to D (“Extremely Strong” to “Default”);
and
|
|
•
|
Fitch,
F-1+ to D (“Very Strong” to “Distressed”).
|
|
________________________
|
(1)
|
Includes
the rating assigned, the agency’s characterization of the rating and the
position of the rating in the applicable agency’s rating
scale.
|
·
|
the
ability to gain and retain customers and members by providing appropriate
levels of support and service for CIGNA’s products, as well as avoiding
service and health advocacy related
errors;
|
·
|
the
ability to attract and retain sufficient numbers of qualified
employees;
|
·
|
the
negotiation of favorable provider
contracts;
|
·
|
CIGNA's
ability to develop and introduce new products or programs, because of the
inherent risks and uncertainties associated with product development,
particularly in response to government regulation or the increased focus
on consumer directed products;
|
·
|
the
identification and introduction of the proper mix or integration of
products that will be accepted by the marketplace;
and
|
·
|
the
ability of CIGNA’s products and services to differentiate CIGNA from its
competitors and for CIGNA to demonstrate that these products and services
(such as disease management and health advocacy programs, provider
credentialing and other quality care initiatives) result in improved
health outcomes and reduced costs.
|
CG
Life
|
|
Insurance
Ratings
(1)
|
|
A.M.
Best
|
A
|
(“Excellent,”
|
|
3
rd
of 16)
|
|
Moody’s
|
A2
|
(“Good,”
|
|
6
th
of 21)
|
|
S&P
|
A
|
(“Strong,”
|
|
6
th
of 21)
|
|
Fitch
|
A+
|
(“Strong,”
|
|
5
th
of 24)
|
Highlights
|
||||||||||||||||||||
(Dollars
in millions, except per share amounts)
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Revenues
|
||||||||||||||||||||
Premiums
and fees and other revenues
|
$ | 15,376 | $ | 13,987 | $ | 14,449 | $ | 15,153 | $ | 15,299 | ||||||||||
Net
investment income
|
1,114 | 1,195 | 1,359 | 1,643 | 2,594 | |||||||||||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | 857 | 764 | |||||||||||||||
Realized
investment gains (losses)
|
15 | 220 | (7 | ) | 523 | 151 | ||||||||||||||
Total
revenues
|
$ | 17,623 | $ | 16,547 | $ | 16,684 | $ | 18,176 | $ | 18,808 | ||||||||||
Results
of Operations:
|
||||||||||||||||||||
Health
Care
|
$ | 679 | $ | 653 | $ | 688 | $ | 763 | $ | 429 | ||||||||||
Disability
and Life
|
254 | 226 | 227 | 182 | 155 | |||||||||||||||
International
|
176 | 138 | 109 | 76 | 55 | |||||||||||||||
Run-off
Reinsurance
|
(11 | ) | (14 | ) | (64 | ) | (115 | ) | (359 | ) | ||||||||||
Other
Operations
|
109 | 106 | 339 | 424 | 333 | |||||||||||||||
Corporate
|
(97 | ) | (95 | ) | (12 | ) | (114 | ) | (127 | ) | ||||||||||
Realized
investment gains (losses), net of taxes
|
10 | 145 | (11 | ) | 361 | 98 | ||||||||||||||
Income
from continuing operations
|
1,120 | 1,159 | 1,276 | 1,577 | 584 | |||||||||||||||
Income
(loss) from discontinued operations, net of taxes
|
(5 | ) | (4 | ) | 349 | - | 48 | |||||||||||||
Cumulative
effect of accounting change, net of taxes
|
- | - | - | (139 | ) | - | ||||||||||||||
Net
income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 | $ | 1,438 | $ | 632 | ||||||||||
Income
per share from continuing operations:
|
||||||||||||||||||||
Basic
|
$ | 3.95 | $ | 3.50 | $ | 3.34 | $ | 3.85 | $ | 1.39 | ||||||||||
Diluted
|
$ | 3.88 | $ | 3.44 | $ | 3.28 | $ | 3.81 | $ | 1.39 | ||||||||||
Net
income per share:
|
||||||||||||||||||||
Basic
|
$ | 3.94 | $ | 3.49 | $ | 4.25 | $ | 3.51 | $ | 1.51 | ||||||||||
Diluted
|
$ | 3.87 | $ | 3.43 | $ | 4.17 | $ | 3.48 | $ | 1.50 | ||||||||||
Common
dividends declared per share
|
$ | 0.04 | $ | 0.03 | $ | 0.03 | $ | 0.14 | $ | 0.44 | ||||||||||
Total
assets
|
$ | 40,065 | $ | 42,399 | $ | 44,893 | $ | 81,059 | $ | 90,199 | ||||||||||
Long-term
debt
|
$ | 1,790 | $ | 1,294 | $ | 1,338 | $ | 1,438 | $ | 1,500 | ||||||||||
Shareholders’
equity
|
$ | 4,748 | $ | 4,330 | $ | 5,360 | $ | 5,203 | $ | 4,607 | ||||||||||
Per
share
|
$ | 16.98 | $ | 14.63 | $ | 14.74 | $ | 13.14 | $ | 10.92 | ||||||||||
Common
shares outstanding (
in
thousands
)
|
279,588 | 98,654 | 121,191 | 132,007 | 140,591 | |||||||||||||||
Shareholders
of record
|
8,696 | 9,117 | 9,440 | 10,249 | 9,608 | |||||||||||||||
Employees
|
26,600 | 27,100 | 28,000 | 28,600 | 32,700 | |||||||||||||||
Effective
January 1, 2007, CIGNA changed its presentation to report the results of
the Run-off Retirement business within Other Operations. Prior period
results
have been restated to conform to this presentation.
|
||||||||||||||||||||
During
2007, CIGNA completed a three-for-one stock split of CIGNA's common
shares. All per share figures have been adjusted to reflect the stock
split.
|
||||||||||||||||||||
Pro
forma common shares outstanding, calculated as if the stock split had
occurred at the beginning of the prior periods, were as follows: 295,963
in 2006;
363,573
in 2005; 396,021 in 2004 and 421,772 in 2003.
|
INDEX
|
|
39
|
|
40
|
|
42
|
|
48
|
|
52
|
|
53
|
|
53
|
|
55
|
|
56
|
|
56
|
|
56
|
|
Liquidity and Capital Resources |
56
|
59
|
|
60
|
|
61
|
|
64
|
·
|
maintaining
and growing its customer base;
|
·
|
charging
prices that reflect emerging
experience;
|
·
|
investing
available cash at attractive rates of return for appropriate durations;
and
|
·
|
effectively
managing other operating expenses.
|
·
|
the
ability to profitably price products and services at competitive
levels;
|
·
|
the
volume of customers served and the mix of products and services purchased
by those customers;
|
·
|
the
Company’s ability to cross sell its various health and related benefit
products;
|
·
|
the
relationship between other operating expenses and revenue;
and
|
·
|
the
effectiveness of the Company’s capital deployment
initiatives.
|
·
|
cost
trends and inflation for medical and related
services;
|
·
|
utilization
patterns of medical and other
services;
|
·
|
employment
levels;
|
·
|
the
tort liability system;
|
·
|
developments
in the political environment both domestically and
internationally;
|
·
|
interest
rates, equity market returns and foreign currency
fluctuations;
|
·
|
regulations
and tax rules related to the administration of employee benefit plans;
and
|
·
|
federal
and state regulation.
|
(1)
|
offer
products that meet emerging consumer and market
trends;
|
(2)
|
underwrite
and price products effectively;
|
(3)
|
grow
medical membership;
|
(4)
|
effectively
manage medical costs;
|
(5)
|
deliver
quality member and provider
service;
|
(6)
|
maintain
and upgrade information technology systems;
and
|
(7)
|
reduce
other operating expenses.
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 15,008 | $ | 13,641 | $ | 13,695 | ||||||
Net
investment income
|
1,114 | 1,195 | 1,359 | |||||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | |||||||||
Other
revenues
|
368 | 346 | 754 | |||||||||
Realized
investment gains
|
||||||||||||
(losses)
|
15 | 220 | (7 | ) | ||||||||
Total
revenues
|
17,623 | 16,547 | 16,684 | |||||||||
Benefits
and expenses
|
15,992 | 14,816 | 14,891 | |||||||||
Income
from continuing
|
||||||||||||
operations
before taxes
|
1,631 | 1,731 | 1,793 | |||||||||
Income
taxes
|
511 | 572 | 517 | |||||||||
Income
from continuing
|
||||||||||||
operations
|
1,120 | 1,159 | 1,276 | |||||||||
Income
(loss) from discontinued
|
||||||||||||
operations,
net of taxes
|
(5 | ) | (4 | ) | 349 | |||||||
Net
income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 | ||||||
Realized
investment gains
|
||||||||||||
(losses),
net of taxes
|
$ | 10 | $ | 145 | $ | (11 | ) |
SPECIAL
ITEMS
|
||||||||
Pre-Tax
|
After-Tax
|
|||||||
Benefit
|
Benefit
|
|||||||
(In
millions)
|
(Charge)
|
(Charge)
|
||||||
2007
|
||||||||
Completion
of IRS examination
|
$ | - | $ | 23 | ||||
Reserve
charge on guaranteed minimum
|
||||||||
income benefit contracts
|
(86 | ) | (56 | ) | ||||
Total
|
$ | (86 | ) | $ | (33 | ) | ||
2006
|
||||||||
Charge
associated with settlement of
shareholder litigation
|
$ | (38 | ) | $ | (25 | ) | ||
Cost
reduction charge
|
(37 | ) | (23 | ) | ||||
Total
|
$ | (75 | ) | $ | (48 | ) | ||
2005
|
||||||||
Accelerated
amortization of deferred
|
||||||||
gain
on sale of retirement benefits
|
||||||||
business
|
$ | 322 | $ | 204 | ||||
Cost
reduction charge
|
(51 | ) | (33 | ) | ||||
IRS
tax settlement
|
6 | 81 | ||||||
Charge
associated with a modified
|
||||||||
coinsurance
arrangement
|
(12 | ) | (8 | ) | ||||
Total
|
$ | 265 | $ | 244 |
·
|
previously
unrecognized tax benefits resulting from the completion of the IRS
examination for the 2003 and 2004 tax years;
and
|
·
|
a
charge for changes in the long-term assumptions for annuitization and
lapse rates for guaranteed minimum income benefit
contracts.
|
·
|
a
charge associated with the settlement of the shareholder class action
lawsuit brought against the Company. This charge included
certain costs to defend and was net of expected insurance recoveries;
and
|
·
|
a
charge for severance costs resulting from a review of staffing levels in
the Health Care operations and in supporting
areas.
|
·
|
accelerated
amortization of deferred gain on the sale of the retirement benefits
business;
|
·
|
a
charge for severance costs associated with streamlining the operations of
the Health Care operations and supporting areas. The Company
substantially completed this program in
2006;
|
·
|
a
tax benefit primarily from the release of tax reserves and valuation
allowances resulting from the completion of the IRS audit for years
2000-2002; and
|
·
|
a
charge associated with a modified coinsurance arrangement resulting from
the sale of the retirement benefits business in
2004.
|
·
|
improved
realized investment results primarily due to sales of equity interests in
real estate limited liability entities of $165 million
after-tax;
|
·
|
lower
losses in the Run-off Reinsurance segment;
and
|
·
|
higher
earnings in the International segment driven by growth in the expatriate
employee benefits business and the life, accident and health insurance
business.
|
·
|
a
shift in business from guaranteed cost products to administrative services
only (ASO) products; and
|
·
|
pre-funding
of Medicare Part D claims.
|
·
|
it
requires assumptions to be made that were uncertain at the time the
estimate was made; and
|
·
|
changes
in the estimate or different estimates that could have been selected could
have a material effect on the Company’s consolidated results of operations
or financial condition.
|
·
|
segment
earnings;
|
·
|
membership
growth;
|
·
|
sales
of specialty products to core medical
customers;
|
·
|
changes
in operating expenses per member;
and
|
·
|
medical
expense as a percentage of premiums (medical cost ratio) in the guaranteed
cost business.
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 10,666 | $ | 9,830 | $ | 10,177 | ||||||
Net
investment income
|
202 | 261 | 275 | |||||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | |||||||||
Other
revenues
|
250 | 226 | 208 | |||||||||
Segment
revenues
|
12,236 | 11,462 | 11,543 | |||||||||
Mail
order pharmacy cost
|
||||||||||||
of
goods sold
|
904 | 922 | 690 | |||||||||
Benefits
and other expenses
|
10,295 | 9,534 | 9,804 | |||||||||
Benefits
and expenses
|
11,199 | 10,456 | 10,494 | |||||||||
Income
before taxes
|
1,037 | 1,006 | 1,049 | |||||||||
Income
taxes
|
358 | 353 | 361 | |||||||||
Segment
earnings
|
$ | 679 | $ | 653 | $ | 688 | ||||||
Realized
investment gains,
|
||||||||||||
net
of taxes
|
$ | 14 | $ | 105 | $ | 1 | ||||||
Special
item (after-tax)
|
||||||||||||
included in segment earnings:
|
||||||||||||
Cost
reduction charge
|
$ | - | $ | (15 | ) | $ | (14 | ) |
·
|
increased
earnings from the specialty
businesses;
|
·
|
margin
improvements in the stop-loss
product;
|
·
|
a
lower medical cost ratio in the guaranteed cost business of 160 basis
points due to strong renewal pricing increases in excess of medical cost
trend; and
|
·
|
aggregate
medical membership growth of approximately 800,000 members,
including growth in the voluntary/ limited benefits
business.
|
·
|
higher
earnings from the specialty businesses associated with core medical
members;
|
·
|
higher
medical membership of approximately 300,000
members;
|
·
|
improved
cost productivity from expense reduction initiatives reflected in lower
operating costs per member; and
|
·
|
lower
losses in the Medicare Part D program of $11 million
after-tax.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Medical:
|
||||||||||||
Commercial
HMO
2
|
$ | 2,220 | $ | 2,744 | $ | 2,646 | ||||||
Open
access/Other
|
||||||||||||
guaranteed
cost
3
|
1,657 | 946 | 463 | |||||||||
Voluntary/limited
benefits
|
160 | 72 | - | |||||||||
Total
guaranteed cost
1
|
4,037 | 3,762 | 3,109 | |||||||||
Experience-rated
medical
1,
4
|
1,877 | 1,760 | 2,836 | |||||||||
Dental
|
773 | 776 | 899 | |||||||||
Medicare
|
349 | 321 | 286 | |||||||||
Medicare
Part D
6
|
326 | 215 | - | |||||||||
Other
medical
5
|
1,062 | 929 | 926 | |||||||||
Total
medical
|
8,424 | 7,763 | 8,056 | |||||||||
Life
and other non-medical
|
235 | 305 | 399 | |||||||||
Total
premiums
|
8,659 | 8,068 | 8,455 | |||||||||
Fees
1,6
|
2,007 | 1,762 | 1,722 | |||||||||
Total
premiums and fees
|
$ | 10,666 | $ | 9,830 | $ | 10,177 |
·
|
strong
renewal pricing on existing business, particularly in the guaranteed cost
business;
|
·
|
higher
Medicare Part D premiums of $111
million;
|
·
|
growth
in specialty revenues; and
|
·
|
aggregate
medical membership growth, including the voluntary/ limited benefits
business.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Medical
claims expense
|
$ | 6,798 | $ | 6,111 | $ | 6,305 | ||||||
Other
benefit expenses
|
225 | 260 | 347 | |||||||||
Mail
order pharmacy
|
||||||||||||
cost
of goods sold
|
904 | 922 | 690 | |||||||||
Other
operating expenses
|
3,272 | 3,163 | 3,152 | |||||||||
Total
benefits and expenses
|
$ | 11,199 | $ | 10,456 | $ | 10,494 |
(In
thousands)
|
2007
|
2006
|
2005
|
|||||||||
Guaranteed
cost:
|
||||||||||||
Commercial
HMO
|
523 | 764 | 813 | |||||||||
Medicare
|
31 | 32 | 32 | |||||||||
Open
access/Other
|
||||||||||||
guaranteed
cost
1
|
515 | 366 | 214 | |||||||||
Total
guaranteed cost, excluding
|
||||||||||||
voluntary/limited
benefits
|
1,069 | 1,162 | 1,059 | |||||||||
Voluntary/limited
benefits
|
180 | 164 | - | |||||||||
Total
guaranteed cost
|
1,249 | 1,326 | 1,059 | |||||||||
Experience-rated
2
|
907 | 935 | 1,129 | |||||||||
Service
3
|
8,013 | 7,128 | 6,902 | |||||||||
Total
medical membership
|
10,169 | 9,389 | 9,090 |
·
|
increasing
its share of the national and regional
segments;
|
·
|
providing
a diverse product portfolio that meets current market needs as well as
emerging consumer-directed trends;
|
·
|
developing
and implementing the systems, information technology and infrastructure to
deliver member service that keeps pace with the emerging consumer-directed
market trends;
|
·
|
ensuring
competitive provider networks; and
|
·
|
maintaining
a strong clinical quality in medical, specialty health care and disability
management.
|
·
|
premium
growth, including new business and customer
retention;
|
·
|
net
investment income;
|
·
|
benefits
expense as a percentage of earned premium (loss ratio);
and
|
·
|
other
operating expense as a percentage of earned premiums (expense
ratio).
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 2,374 | $ | 2,108 | $ | 2,065 | ||||||
Net
investment income
|
276 | 256 | 264 | |||||||||
Other
revenues
|
131 | 161 | 198 | |||||||||
Segment
revenues
|
2,781 | 2,525 | 2,527 | |||||||||
Benefits
and expenses
|
2,435 | 2,214 | 2,208 | |||||||||
Income
before taxes
|
346 | 311 | 319 | |||||||||
Income
taxes
|
92 | 85 | 92 | |||||||||
Segment
earnings
|
$ | 254 | $ | 226 | $ | 227 | ||||||
Realized
investment gains
|
||||||||||||
(losses),
net of taxes
|
$ | (5 | ) | $ | 6 | $ | (4 | ) | ||||
Special
item (after-tax) included in
|
||||||||||||
segment
earnings:
|
||||||||||||
Completion
of IRS examination
|
$ | 6 | $ | - | $ | - |
·
|
premium
growth, including new business and customer
retention;
|
·
|
benefits
expense as a percentage of earned premium (loss ratio);
and
|
·
|
operating
expense as a percentage of earned premium (expense
ratio).
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 1,800 | $ | 1,526 | $ | 1,243 | ||||||
Net
investment income
|
77 | 79 | 71 | |||||||||
Other
revenues
|
7 | 2 | (4 | ) | ||||||||
Segment
revenues
|
1,884 | 1,607 | 1,310 | |||||||||
Benefits
and expenses
|
1,612 | 1,394 | 1,155 | |||||||||
Income
before taxes
|
272 | 213 | 155 | |||||||||
Income
taxes
|
96 | 75 | 46 | |||||||||
Segment
earnings
|
$ | 176 | $ | 138 | $ | 109 | ||||||
Realized
investment gains
|
||||||||||||
(losses),
net of taxes
|
$ | 1 | $ | (1 | ) | $ | - | |||||
Special
item (after-tax) included in
|
||||||||||||
segment
earnings:
|
||||||||||||
Completion
of IRS examination
|
$ | 2 | $ | - | $ | 7 |
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 60 | $ | 64 | $ | 92 | ||||||
Net
investment income
|
93 | 95 | 99 | |||||||||
Other
revenues
|
(47 | ) | (97 | ) | (48 | ) | ||||||
Segment
revenues
|
106 | 62 | 143 | |||||||||
Benefits
and expenses
|
160 | 80 | 219 | |||||||||
Loss
before income tax benefits
|
(54 | ) | (18 | ) | (76 | ) | ||||||
Income
tax benefits
|
(43 | ) | (4 | ) | (12 | ) | ||||||
Segment
loss
|
$ | (11 | ) | $ | (14 | ) | $ | (64 | ) | |||
Realized
investment gains (losses),
|
||||||||||||
net
of taxes
|
$ | 2 | $ | 22 | $ | (2 | ) | |||||
Special
item (after-tax) included in
|
||||||||||||
segment
loss:
|
||||||||||||
Charge
related to guaranteed
|
||||||||||||
minimum
income benefit contracts
|
$ | (56 | ) | $ | - | $ | - |
·
|
non-leveraged
and leveraged corporate–owned life insurance
(COLI);
|
·
|
deferred
gains recognized from the 1998 sale of the individual life insurance and
annuity business and the 2004 sale of the retirement benefits business;
and
|
·
|
run-off
settlement annuity business.
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and fees
|
$ | 108 | $ | 113 | $ | 118 | ||||||
Net
investment income
|
437 | 467 | 609 | |||||||||
Other
revenues
|
82 | 102 | 448 | |||||||||
Segment
revenues
|
627 | 682 | 1,175 | |||||||||
Benefits
and expenses
|
473 | 531 | 692 | |||||||||
Income
before taxes
|
154 | 151 | 483 | |||||||||
Income
taxes
|
45 | 45 | 144 | |||||||||
Segment
earnings
|
$ | 109 | $ | 106 | $ | 339 | ||||||
Realized
investment gains
|
||||||||||||
(losses),
net of taxes
|
$ | (2 | ) | $ | 13 | $ | (6 | ) | ||||
Special
items (after-tax) included in
|
||||||||||||
segment
earnings:
|
||||||||||||
Completion
of IRS examination
|
$ | 5 | $ | - | $ | 11 | ||||||
Accelerated
recognition of deferred
|
||||||||||||
gain
on sale of retirement benefits
|
||||||||||||
business
|
$ | - | $ | - | $ | 204 | ||||||
Charge
associated with modified
|
||||||||||||
coinsurance
arrangement
|
$ | - | $ | - | $ | (8 | ) |
·
|
lower
earnings in the corporate-owned life insurance business resulting from
unfavorable expense items which was partially offset by favorable
mortality experience;
|
·
|
lower
deferred gain amortization in the individual life insurance and annuity
business; and
|
·
|
the
absence of favorable tax adjustments recorded in
2005.
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Segment
loss
|
$ | (97 | ) | $ | (95 | ) | $ | (12 | ) | |||
Special
items (after-tax) included
|
||||||||||||
in
segment loss:
|
||||||||||||
Completion
of IRS examination
|
$ | 10 | $ | - | $ | 63 | ||||||
Charge
associated with settlement
|
||||||||||||
of
shareholder litigation
|
$ | - | $ | (25 | ) | $ | - | |||||
Cost
reduction charge
|
$ | - | $ | (8 | ) | $ | (19 | ) |
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Income
before income
|
||||||||||||
(taxes)
benefits
|
$ | 25 | $ | 19 | $ | - | ||||||
Income
(taxes) benefits
|
(7 | ) | (6 | ) | 349 | |||||||
Income
from operations
|
18 | 13 | 349 | |||||||||
Impairment
loss, net of tax
|
(23 | ) | (17 | ) | - | |||||||
Income
(loss) from discontinued
|
||||||||||||
operations,
net of taxes
|
$ | (5 | ) | $ | (4 | ) | $ | 349 |
·
|
impairment
losses related to the dispositions in 2007 and 2006 of several Latin
American insurance operations as discussed in Note 3 to the Consolidated
Financial Statements;
|
·
|
realized
gains on the disposition of certain directly-owned real estate
investments in 2007 and 2006 as discussed in Note 11 to the
Consolidated Financial Statements;
and
|
·
|
tax
benefits recognized in connection with past divestitures as discussed in
Note 16 to the Consolidated Financial
Statements.
|
(In
millions)
|
||||||||||||
Financial
Summary
|
2007
|
2006
|
2005
|
|||||||||
Short-term
investments
|
$ | 21 | $ | 89 | $ | 439 | ||||||
Cash
and cash equivalents
|
$ | 1,970 | $ | 1,392 | $ | 1,709 | ||||||
Short-term
debt
|
$ | 3 | $ | 382 | $ | 100 | ||||||
Long-term
debt
|
$ | 1,790 | $ | 1,294 | $ | 1,338 | ||||||
Shareholders'
equity
|
$ | 4,748 | $ | 4,330 | $ | 5,360 |
·
|
maintaining
appropriate levels of cash, cash equivalents and short-term
investments;
|
·
|
using
cash flows from operating activities;
and
|
·
|
matching
investment maturities to the estimated duration of the related insurance
and contractholder liabilities (see page 62 for additional
information).
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Operating
activities
|
$ | 1,342 | $ | 642 | $ | 718 | ||||||
Investing
activities
|
$ | 269 | $ | 1,548 | $ | 258 | ||||||
Financing
activities
|
$ | (1,041 | ) | $ | (2,513 | ) | $ | (1,785 | ) |
·
|
lower
net cash outflows of $212 million to originate commercial mortgage loans
held for sale (see Note 10 to the Consolidated Financial Statements for
additional information);
|
·
|
lower
net cash outflows of $64 million associated with futures contracts related
to the Run-off Reinsurance segment (see Note 7 to the Consolidated
Financial Statements for additional
information);
|
·
|
net
cash outflows in 2006 of $171 million for experience-rated refunds due to
the loss of a large prescription drug contract;
and
|
·
|
settlement
in 2006 of certain liabilities associated with the single premium annuity
business of $44 million.
|
·
|
net
cash outflows in 2006 of $216 million to originate commercial mortgage
loans held for sale (see Note 10 to the Consolidated Financial Statements
for additional information);
|
·
|
higher
net cash outflows in 2006 of $48 million associated with futures contracts
related to run-off reinsurance (see Note 7 to the Consolidated Financial
Statements for additional
information);
|
·
|
settlement
in 2006 of certain liabilities associated with the single premium annuity
business of $44 million;
|
·
|
net
cash outflows in 2006 of $171 million for experience-rated refunds due to
the loss of a large prescription drug contract, compared with net receipts
of $107 million in 2005 from that
contract;
|
·
|
2005
voluntary pension contributions of $440 million (see Note 9 to the
Consolidated Financial Statements for additional information);
and
|
·
|
2005
cash receipts from discontinued operations of $222
million.
|
million, partially offset by net proceeds of $246 million on issuance of long-term debt and proceeds of $251 million from issuances of common stock to employees under the Company's stock plans. |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Interest
expense
|
$ | 122 | $ | 104 | $ | 105 |
·
|
provide
capital necessary to support growth and maintain or improve the financial
strength ratings of subsidiaries;
|
·
|
consider
acquisitions that are strategically and economically advantageous;
and
|
·
|
return
capital to investors through share
repurchase.
|
·
|
debt
service requirements and dividend payments to the Company
shareholders; and
|
·
|
pension
plan funding requirements.
|
·
|
management
uses cash for investment
opportunities;
|
·
|
a
substantial insurance or contractholder liability becomes due before
related investment assets mature;
|
·
|
a
substantial increase in funding is required for the Company's
program to reduce the equity market risks associated with the guaranteed
minimum death benefit contracts; or
|
·
|
regulatory
restrictions prevent the insurance and HMO subsidiaries from distributing
cash to the parent company.
|
(In
millions, on an undiscounted basis)
|
Total
|
Less
than 1 year
|
1-3
years
|
4-5
years
|
After
5 years
|
|||||||||||||||
On-Balance
Sheet:
|
||||||||||||||||||||
Insurance
liabilities:
|
||||||||||||||||||||
Contractholder
|
||||||||||||||||||||
deposit
funds
|
$ | 4,660 | $ | 635 | $ | 518 | $ | 451 | $ | 3,056 | ||||||||||
Future
policy
|
||||||||||||||||||||
benefits
|
10,584 | 275 | 704 | 696 | 8,909 | |||||||||||||||
Health
Care
|
||||||||||||||||||||
medical
claims
|
||||||||||||||||||||
payable
|
975 | 973 | 2 | - | - | |||||||||||||||
Unpaid
claims
|
||||||||||||||||||||
and
claims
|
||||||||||||||||||||
expenses
|
4,890 | 1,376 | 901 | 650 | 1,963 | |||||||||||||||
Short-term
debt
|
3 | 3 | - | - | - | |||||||||||||||
Long-term
debt
|
3,775 | 119 | 244 | 655 | 2,757 | |||||||||||||||
Non-recourse
|
||||||||||||||||||||
obligations
|
17 | 12 | 5 | - | - | |||||||||||||||
Other
long-term
|
||||||||||||||||||||
liabilities
|
665 | 335 | 198 | 48 | 84 | |||||||||||||||
Off-Balance
Sheet:
|
||||||||||||||||||||
Purchase
|
||||||||||||||||||||
obligations
|
1,422 | 489 | 557 | 297 | 79 | |||||||||||||||
Operating
leases
|
430 | 92 | 148 | 98 | 92 | |||||||||||||||
Total
|
$ | 27,421 | $ | 4,309 | $ | 3,277 | $ | 2,895 | $ | 16,940 |
·
|
Insurance
liabilities.
Contractual cash obligations for insurance
liabilities, excluding unearned premiums and fees, represent estimated net
benefit payments for health, life and disability insurance policies and
annuity contracts. Actual obligations in any single year will
vary based on actual morbidity, mortality, lapse, withdrawal and premium
experience. The sum of the obligations presented above exceeds
the corresponding insurance liabilities of $15.0 billion recorded on the
balance sheet because these recorded liabilities reflect discounting for
interest. The Company manages its investment portfolios to
generate cash flows needed to satisfy contractual
obligations. Any shortfall from expected yields could result in
increases to recorded reserves and adversely impact results of
operations. The amounts associated with the sold retirement
benefits and individual life insurance and annuity businesses are excluded
from the table above as net cash flow associated with them are not
expected to impact the Company. The total amount of these
reinsured reserves excluded is approximately $6.8
billion.
|
·
|
Short-term
debt
represents current obligations under capital
leases.
|
·
|
Long-term
debt
includes scheduled interest payments. Capital
leases are included in long-term debt and represent obligations for
software licenses.
|
·
|
Non-recourse
obligations
represent principal and interest payments due which may
be limited to the value of specified assets, such as real estate
properties held in joint ventures.
|
·
|
Other
long-term liabilities.
These items are presented in
accounts payable, accrued expenses and other liabilities in the Company's
consolidated balance sheet. This table includes estimated
payments for pension and other postretirement and postemployment benefit
obligations, supplemental and deferred compensation plans, interest rate
and foreign currency swap contracts and certain tax and reinsurance
liabilities. Estimated payments of $90 million for deferred
compensation, non-qualified and International pension plans and other
postretirement and postemployment benefit plans are expected to be paid in
less than one year. The Company does not expect to make, nor is
the Company required to make, contributions to its primary qualified
domestic pension plan in 2008. The Company expects to make
additional payments subsequent to 2008 for these obligations, however
subsequent payments have been excluded from the table as their timing is
based on plan assumptions which may materially differ from actual
activities (see Note 9 to the Consolidated Financial Statements for
further information on pension and other postretirement benefit
obligations). The Company expects to make additional payments subsequent
to 2008 for tax obligations, however,
|
subsequent payments have been excluded from the table as their amount and timing is uncertain given a review of tax years only recently begun. |
·
|
Purchase
obligations.
As of December 31, 2007, purchase
obligations consisted of estimated payments required under contractual
arrangements for future services and investment commitments as
follows:
|
(In
millions)
|
||||
Fixed
maturities
|
$ | 15 | ||
Commercial
mortgage loans
|
83 | |||
Real
estate
|
10 | |||
Limited
liability entities (other long-term investments)
|
443 | |||
Total
investment commitments
|
551 | |||
Future
service commitments
|
871 | |||
Total
purchase obligations
|
$ | 1,422 |
·
|
Operating
leases and certain Outsourced service arrangements.
For
additional information, see Note 18 to the Consolidated Financial
Statements.
|
(In
millions)
|
2007
|
2006
|
||||||
Federal
government and agency
|
$ | 628 | $ | 597 | ||||
State
and local government
|
2,489 | 2,488 | ||||||
Foreign
government
|
882 | 766 | ||||||
Corporate
|
7,419 | 7,364 | ||||||
Federal
agency mortgage-backed
|
- | 2 | ||||||
Other
mortgage-backed
|
221 | 223 | ||||||
Other
asset-backed
|
442 | 515 | ||||||
Total
|
$ | 12,081 | $ | 11,955 |
·
|
request
from the borrower for
restructuring;
|
·
|
principal
or interest payments past due by more than 30 but fewer than 60
days;
|
·
|
downgrade
in credit rating;
|
·
|
deterioration
in debt service ratio;
|
·
|
collateral
losses on asset-backed securities;
and
|
·
|
significant
vacancy in commercial rental mortgage property, or a decline in sales for
commercial retail mortgage
property.
|
(In
millions)
|
Gross
|
Reserve
|
Net
|
|||||||||
2007
|
||||||||||||
Problem
bonds
|
$ | 47 | $ | (30 | ) | $ | 17 | |||||
Potential
problem bonds
|
$ | 34 | $ | (9 | ) | $ | 25 | |||||
Potential
problem commercial
|
||||||||||||
mortgage
loans
|
$ | 70 | $ | - | $ | 70 | ||||||
Foreclosed
real estate
|
$ | 16 | $ | (3 | ) | $ | 13 | |||||
2006
|
||||||||||||
Problem
bonds
|
$ | 71 | $ | (50 | ) | $ | 21 | |||||
Potential
problem bonds
|
$ | 15 | $ | (1 | ) | $ | 14 | |||||
Potential
problem commercial
|
||||||||||||
mortgage
loans
|
$ | 22 | $ | - | $ | 22 | ||||||
Foreclosed
real estate
|
$ | 16 | $ | (3 | ) | $ | 13 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
CIGNA
|
$ | 26 | $ | 29 | $ | 14 | ||||||
Other
|
$ | - | $ | - | $ | 2 |
·
|
Interest-rate
risk
on fixed-rate, domestic, medium-term
instruments. Changes in market interest rates affect the value
of instruments that promise a fixed return and impact the value of
liabilities for reinsured guaranteed minimum death and income benefit
contracts.
|
·
|
Foreign
currency exchange rate risk
of the U.S. dollar to the South Korean
won, Taiwan dollar, British pound, euro, Hong Kong dollar and
New Zealand dollar. An unfavorable change in exchange rates
reduces the carrying value of net assets denominated in foreign
currencies.
|
·
|
Equity
price risk
for domestic equity securities and for reinsurance
contracts that guarantee minimum death or income benefits resulting from
unfavorable changes in variable annuity account values based on underlying
mutual fund investments.
|
·
|
Investment/liability
matching
.
The Company
generally selects investment assets with characteristics (such as
duration, yield, currency and liquidity) that correspond to the underlying
characteristics of its related insurance and contractholder liabilities so
that the Company can match the investments to its
obligations. Shorter-term investments support generally
shorter-term life and health liabilities. Medium-term,
fixed-rate investments support interest-sensitive and health
liabilities. Longer-term investments generally support products
with longer pay out periods such as annuities and long-term disability
liabilities.
|
·
|
Use of
local currencies for foreign operations
.
The Company
generally conducts its international business through foreign operating
entities that maintain assets and liabilities in local
currencies. This substantially limits exchange rate risk to net
assets denominated in foreign
currencies.
|
·
|
Use of
derivatives.
The Company
generally uses derivative financial instruments to minimize certain market
risks and enhance investment
returns.
|
·
|
hypothetical
changes in market rates for interest and foreign currencies primarily for
fixed maturities and commercial mortgage loans;
and
|
·
|
hypothetical
changes in market prices for equity exposures primarily for equity
securities and contracts that guarantee minimum income
benefits.
|
·
|
these
examples were developed using estimates and
assumptions;
|
·
|
changes
in the fair values of all insurance-related assets and liabilities have
been excluded because their primary risks are insurance rather than market
risk;
|
·
|
changes
in the fair values of investments recorded using the equity method of
accounting and liabilities for pension and other postretirement and
postemployment benefit plans (and related assets) have been excluded,
consistent with the disclosure guidance;
and
|
·
|
changes
in the fair values of other significant assets and liabilities such as
goodwill, deferred acquisition costs, taxes, and various accrued
liabilities have been excluded; because they are not financial
instruments, their primary risks are other than market
risk.
|
Market
scenario for
|
|||
certain
noninsurance
|
|||
financial
instruments
|
Loss
in fair value
|
||
2007
|
2006
|
||
100
basis point increase in
|
|||
interest
rates
|
$800
million
|
$950
million
|
|
10%
strengthening in U.S.
|
|||
dollar
to foreign currencies
|
$150
million
|
$160
million
|
|
10%
decrease in market prices
|
|||
for
equity exposures
|
$60
million
|
$30
million
|
·
|
risks
and exposures associated with guaranteed minimum death benefit (see Note 7
to the Consolidated Financial Statements) and income benefit contracts
(see Note 20(B) to the Consolidated Financial Statements);
and
|
·
|
pension
liabilities since equity securities comprise a significant portion of the
assets of the Company’s employee pension plans (see page
46).
|
1.
|
increased
medical costs that are higher than anticipated in establishing premium
rates in the Company’s health care operations, including increased use and
costs of medical services;
|
2.
|
increased
medical, administrative, technology or other costs resulting from new
legislative and regulatory requirements imposed on the Company’s employee
benefits businesses;
|
3.
|
challenges
and risks associated with implementing operational improvement initiatives
and strategic actions in the health care operations, including those
related to: (i) offering products that meet emerging market needs, (ii)
strengthening underwriting and pricing effectiveness, (iii) strengthening
medical cost and medical membership results, (iv) delivering quality
member and provider service using effective technology solutions, and (v)
lowering administrative costs;
|
4.
|
risks
associated with pending and potential state and federal class action
lawsuits, disputes regarding reinsurance arrangements, other litigation
and regulatory actions challenging the Company’s businesses and the
outcome of pending government proceedings and tax
audits;
|
5.
|
heightened
competition, particularly price competition, which could reduce product
margins and constrain growth in the Company’s businesses, primarily
the
health care
business;
|
6.
|
risks
associated with the Company’s mail order pharmacy business which, among
other things, includes any potential operational deficiencies or
service issues as well as loss or suspension of state pharmacy
licenses
;
|
7.
|
significant
changes in interest rates for a sustained period of
time;
|
8.
|
downgrades
in the financial strength ratings of the Company’s insurance subsidiaries,
which could, among other things, adversely affect new sales and retention
of current business;
|
9.
|
limitations
on the ability of the Company’s insurance subsidiaries to dividend
capital to the parent company as a result of downgrades in the
subsidiaries’ financial strength ratings, changes in statutory reserve or
capital requirements or other financial
constraints;
|
10.
|
inability
of the program adopted by the Company to substantially reduce equity
market risks for reinsurance contracts that guarantee minimum death
benefits under certain variable annuities (including possible market
difficulties in entering into appropriate futures contracts and in
matching such contracts to the underlying equity
risk);
|
11.
|
adjustments
to the reserve assumptions (including lapse, partial surrender, mortality,
interest rates and volatility) used in estimating the
Company’s liabilities for reinsurance contracts covering guaranteed
minimum death benefits under certain variable
annuities;
|
12.
|
adjustments
to the assumptions (including annuity election rates and reinsurance
recoverables) used in estimating the Company’s assets and liabilities for
reinsurance contracts covering guaranteed minimum income benefits under
certain variable annuities;
|
13.
|
significant
stock market declines, which could, among other things, result in
increased pension expenses of the Company’s pension plan in future periods
and the recognition of additional pension
obligations;
|
14.
|
unfavorable
claims experience related to workers’ compensation and personal accident
exposures of the run-off reinsurance business, including losses
attributable to the inability to recover claims from
retrocessionaires;
|
15.
|
significant
deterioration in economic conditions, which could have an adverse effect
on the Company’s operations and
investments;
|
16.
|
changes
in public policy and in the political environment, which could affect
state and federal law, including legislative and regulatory proposals
related to health care issues, which could increase cost and affect the
market for the Company’s health care products and services; and amendments
to income tax laws, which could affect the taxation of employer provided
benefits, and pension legislation, which could increase pension
cost;
|
17.
|
potential
public health epidemics and bio-terrorist activity, which could, among
other things, cause the Company’s covered medical and disability
expenses, pharmacy costs and mortality experience to rise
significantly, and cause operational disruption, depending on the severity
of the event and number of individuals
affected;
|
18.
|
risks
associated with security or interruption of information systems,
which could, among other things, cause operational disruption;
and
|
19.
|
challenges
and risks associated with the successful management of the Company’s
outsourcing projects or key vendors, including the agreement with IBM for
provision of technology infrastructure and related
services.
|
(i)
|
pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets and
liabilities of the company;
|
(ii)
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorization of management and
directors of the company; and
|
(iii)
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of the company’s assets that
could have a material effect on the financial
statements.
|
CIGNA
Corporation
|
||||||||||||
Consolidated
Statements of Income
|
||||||||||||
(In millions,
except per share amounts)
|
||||||||||||
For
the years ended December 31,
|
2007
|
2006
|
2005
|
|||||||||
Revenues
|
||||||||||||
Premiums
and fees
|
$ | 15,008 | $ | 13,641 | $ | 13,695 | ||||||
Net
investment income
|
1,114 | 1,195 | 1,359 | |||||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | |||||||||
Other
revenues
|
368 | 346 | 754 | |||||||||
Realized
investment gains (losses)
|
15 | 220 | (7 | ) | ||||||||
Total
revenues
|
17,623 | 16,547 | 16,684 | |||||||||
Benefits
and Expenses
|
||||||||||||
Health
Care medical claims expense
|
6,798 | 6,111 | 6,305 | |||||||||
Other
benefit expenses
|
3,401 | 3,153 | 3,341 | |||||||||
Mail
order pharmacy cost of goods sold
|
904 | 922 | 690 | |||||||||
Other
operating expenses
|
4,889 | 4,630 | 4,555 | |||||||||
Total
benefits and expenses
|
15,992 | 14,816 | 14,891 | |||||||||
Income
from Continuing Operations before Income Taxes
|
1,631 | 1,731 | 1,793 | |||||||||
Income
taxes (benefits):
|
||||||||||||
Current
|
511 | 595 | 123 | |||||||||
Deferred
|
- | (23 | ) | 394 | ||||||||
Total
taxes
|
511 | 572 | 517 | |||||||||
Income
from Continuing Operations
|
1,120 | 1,159 | 1,276 | |||||||||
Income
(Loss) from Discontinued Operations, Net of Taxes
|
(5 | ) | (4 | ) | 349 | |||||||
Net
Income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 | ||||||
Basic
Earnings Per Share:
|
||||||||||||
Income
from continuing operations
|
$ | 3.95 | $ | 3.50 | $ | 3.34 | ||||||
Income
(loss) from discontinued operations
|
(0.01 | ) | (0.01 | ) | 0.91 | |||||||
Net
income
|
$ | 3.94 | $ | 3.49 | $ | 4.25 | ||||||
Diluted
Earnings Per Share:
|
||||||||||||
Income
from continuing operations
|
$ | 3.88 | $ | 3.44 | $ | 3.28 | ||||||
Income
(loss) from discontinued operations
|
(0.01 | ) | (0.01 | ) | 0.89 | |||||||
Net
income
|
$ | 3.87 | $ | 3.43 | $ | 4.17 | ||||||
The
accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
|
Consolidated
Balance Sheets
|
||||||||||||||||
(In millions,
except per share amounts)
|
||||||||||||||||
As
of December 31,
|
2007
|
2006
|
||||||||||||||
Assets
|
||||||||||||||||
Investments:
|
||||||||||||||||
Fixed
maturities, at fair value (amortized cost, $11,409;
$11,202)
|
$ | 12,081 | $ | 11,955 | ||||||||||||
Equity
securities, at fair value (cost, $127; $112)
|
132 | 131 | ||||||||||||||
Commercial
mortgage loans
|
3,277 | 3,988 | ||||||||||||||
Policy
loans
|
1,450 | 1,405 | ||||||||||||||
Real
estate
|
49 | 117 | ||||||||||||||
Other
long-term investments
|
520 | 418 | ||||||||||||||
Short-term
investments
|
21 | 89 | ||||||||||||||
Total
investments
|
17,530 | 18,103 | ||||||||||||||
Cash
and cash equivalents
|
1,970 | 1,392 | ||||||||||||||
Accrued
investment income
|
233 | 223 | ||||||||||||||
Premiums,
accounts and notes receivable, net
|
1,405 | 1,459 | ||||||||||||||
Reinsurance
recoverables
|
7,331 | 8,045 | ||||||||||||||
Deferred
policy acquisition costs
|
816 | 707 | ||||||||||||||
Property
and equipment
|
625 | 632 | ||||||||||||||
Deferred
income taxes, net
|
794 | 926 | ||||||||||||||
Goodwill
|
1,783 | 1,736 | ||||||||||||||
Other
assets, including other intangibles
|
536 | 611 | ||||||||||||||
Separate
account assets
|
7,042 | 8,565 | ||||||||||||||
Total
assets
|
$ | 40,065 | $ | 42,399 | ||||||||||||
Liabilities
|
||||||||||||||||
Contractholder
deposit funds
|
$ | 8,594 | $ | 9,164 | ||||||||||||
Future
policy benefits
|
8,147 | 8,245 | ||||||||||||||
Unpaid
claims and claim expenses
|
4,127 | 4,271 | ||||||||||||||
Health
Care medical claims payable
|
975 | 960 | ||||||||||||||
Unearned
premiums and fees
|
496 | 499 | ||||||||||||||
Total
insurance and contractholder liabilities
|
22,339 | 23,139 | ||||||||||||||
Accounts
payable, accrued expenses and other liabilities
|
4,127 | 4,602 | ||||||||||||||
Short-term
debt
|
3 | 382 | ||||||||||||||
Long-term
debt
|
1,790 | 1,294 | ||||||||||||||
Nonrecourse
obligations
|
16 | 87 | ||||||||||||||
Separate
account liabilities
|
7,042 | 8,565 | ||||||||||||||
Total
liabilities
|
35,317 | 38,069 | ||||||||||||||
Contingencies
— Note 20
|
||||||||||||||||
Shareholders’
Equity
|
||||||||||||||||
Common
stock (par value per share, $0.25; shares issued, 351;
160)
|
88 | 40 | ||||||||||||||
Additional
paid-in capital
|
2,474 | 2,451 | ||||||||||||||
Net
unrealized appreciation, fixed maturities
|
$ | 140 | $ | 187 | ||||||||||||
Net
unrealized appreciation, equity securities
|
7 | 22 | ||||||||||||||
Net
unrealized depreciation, derivatives
|
(19 | ) | (15 | ) | ||||||||||||
Net
translation of foreign currencies
|
61 | 33 | ||||||||||||||
Postretirement
benefits liability adjustment
|
(138 | ) | (396 | ) | ||||||||||||
Accumulated
other comprehensive income (loss)
|
51 | (169 | ) | |||||||||||||
Retained
earnings
|
7,113 | 6,177 | ||||||||||||||
Less
treasury stock, at cost
|
(4,978 | ) | (4,169 | ) | ||||||||||||
Total
shareholders’ equity
|
4,748 | 4,330 | ||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 40,065 | $ | 42,399 | ||||||||||||
Shareholders’
Equity Per Share
|
$ | 16.98 | $ | 14.63 | ||||||||||||
The
accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
|
Consolidated
Statements of Comprehensive Income and Changes in Shareholders’
Equity
|
||||||||||||||||||||||||
(In millions,
except per share amounts)
|
||||||||||||||||||||||||
For
the years ended December 31,
|
2007
|
2006
|
2005
|
|||||||||||||||||||||
Compre-
|
Share-
|
Compre-
|
Share-
|
Compre-
|
Share-
|
|||||||||||||||||||
hensive
|
holders'
|
hensive
|
holders'
|
hensive
|
holders'
|
|||||||||||||||||||
Income
|
Equity
|
Income
|
Equity
|
Income
|
Equity
|
|||||||||||||||||||
Common
Stock, beginning of year
|
$ | 40 | $ | 40 | $ | 40 | ||||||||||||||||||
Effect
of issuance of stock for stock split
|
48 | - | - | |||||||||||||||||||||
Common
Stock, end of year
|
88 | 40 | 40 | |||||||||||||||||||||
Additional
Paid-In Capital, beginning of year
|
2,451 | 2,385 | 2,360 | |||||||||||||||||||||
Effect
of issuance of stock for stock split
|
(48 | ) | - | - | ||||||||||||||||||||
Effect
of issuance of stock for employee
benefit
plans
|
71 | 66 | 25 | |||||||||||||||||||||
Additional
Paid-In Capital, end of year
|
2,474 | 2,451 | 2,385 | |||||||||||||||||||||
Accumulated
Other Comprehensive Loss, beginning
|
||||||||||||||||||||||||
of
year prior to implementation effect
|
(169 | ) | (509 | ) | (336 | ) | ||||||||||||||||||
Implementation
effect of SFAS No. 155 (See
Note
2)
|
(12 | ) | - | - | ||||||||||||||||||||
Accumulated
Other Comprehensive Loss, beginning
|
||||||||||||||||||||||||
of
year as adjusted
|
(181 | ) | (509 | ) | (336 | ) | ||||||||||||||||||
Net
unrealized depreciation, fixed maturities
|
$ | (47 | ) | (47 | ) | $ | (8 | ) | (8 | ) | $ | (195 | ) | (195 | ) | |||||||||
Net
unrealized appreciation (depreciation),
equity
securities
|
(3 | ) | (3 | ) | (2 | ) | (2 | ) | 7 | 7 | ||||||||||||||
Net
unrealized depreciation on securities
|
(50 | ) | (10 | ) | (188 | ) | ||||||||||||||||||
Net
unrealized appreciation
(depreciation), derivatives
|
(4 | ) | (4 | ) | (1 | ) | (1 | ) | 2 | 2 | ||||||||||||||
Net
translation of foreign currencies
|
28 | 28 | 31 | 31 | - | - | ||||||||||||||||||
Postretirement
benefits liability adjustment
|
258 | 258 | - | - | - | - | ||||||||||||||||||
Minimum
pension liability adjustment: prior
|
||||||||||||||||||||||||
to
adoption of SFAS No. 158
|
- | - | 284 | 284 | 13 | 13 | ||||||||||||||||||
Minimum
pension liability adjustment:
|
||||||||||||||||||||||||
reversal
on adoption of SFAS No. 158
|
- | - | - | 432 | - | - | ||||||||||||||||||
Postretirement
benefits liability adjustment:
|
||||||||||||||||||||||||
adoption
of SFAS No. 158
|
- | - | - | (396 | ) | - | - | |||||||||||||||||
Other
comprehensive income (loss)
|
232 | 304 | (173 | ) | ||||||||||||||||||||
Accumulated
Other Comprehensive Income (Loss), end of
year
|
51 | (169 | ) | (509 | ) | |||||||||||||||||||
Retained
Earnings, beginning of year prior
|
6,177 | 5,162 | 3,679 | |||||||||||||||||||||
to
implementation effects
|
||||||||||||||||||||||||
Implementation
effect of SFAS No. 155 (see
Note
2)
|
12 | - | - | |||||||||||||||||||||
Implementation
effect of FIN 48 (see Note 2)
|
(29 | ) | - | - | ||||||||||||||||||||
Retained
Earnings, beginning of year as
adjusted
|
6,160 | 5,162 | 3,679 | |||||||||||||||||||||
Net
income
|
1,115 | 1,115 | 1,155 | 1,155 | 1,625 | 1,625 | ||||||||||||||||||
Effects
of issuance of stock for employee
benefit
plans
|
(151 | ) | (129 | ) | (129 | ) | ||||||||||||||||||
Common
dividends declared (per share:
$0.04;
$0.03; $0.03)
|
(11 | ) | (11 | ) | (13 | ) | ||||||||||||||||||
Retained
Earnings, end of year
|
7,113 | 6,177 | 5,162 | |||||||||||||||||||||
Treasury
Stock, beginning of year
|
(4,169 | ) | (1,718 | ) | (540 | ) | ||||||||||||||||||
Repurchase
of common stock
|
(1,158 | ) | (2,775 | ) | (1,621 | ) | ||||||||||||||||||
Other,
primarily issuance of treasury stock
|
||||||||||||||||||||||||
for
employee
benefit plans
|
349 | 324 | 443 | |||||||||||||||||||||
Treasury
Stock, end of year
|
(4,978 | ) | (4,169 | ) | (1,718 | ) | ||||||||||||||||||
Total
Comprehensive Income and
|
||||||||||||||||||||||||
Shareholders’
Equity
|
$ | 1,347 | $ | 4,748 | $ | 1,459 | $ | 4,330 | $ | 1,452 | $ | 5,360 | ||||||||||||
The
accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
|
Consolidated
Statements of Cash Flows
|
||||||||||||
(In millions)
|
||||||||||||
For
the years ended December 31,
|
2007
|
2006
|
2005
|
|||||||||
Cash
Flows from Operating Activities
|
||||||||||||
Net
income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 | ||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
(Income)
loss from discontinued operations
|
5 | 4 | (349 | ) | ||||||||
Insurance
liabilities
|
(24 | ) | (390 | ) | (580 | ) | ||||||
Reinsurance
recoverables
|
159 | 93 | 93 | |||||||||
Deferred
policy acquisition costs
|
(106 | ) | (63 | ) | (71 | ) | ||||||
Premiums,
accounts and notes receivable
|
47 | 69 | 179 | |||||||||
Other
assets
|
(134 | ) | (46 | ) | (4 | ) | ||||||
Accounts
payable, accrued expenses and other liabilities
|
150 | (106 | ) | (345 | ) | |||||||
Current
income taxes
|
10 | 245 | (265 | ) | ||||||||
Deferred
income taxes
|
- | (23 | ) | 394 | ||||||||
Realized
investment (gains) losses
|
(15 | ) | (220 | ) | 7 | |||||||
Depreciation
and amortization
|
194 | 208 | 221 | |||||||||
Gains
on sales of businesses (excluding discontinued operations)
|
(47 | ) | (61 | ) | (396 | ) | ||||||
Commercial
mortgage loans originated and held for sale
|
(80 | ) | (315 | ) | - | |||||||
Proceeds
from sales of commercial mortgage loans held for sale
|
76 | 99 | - | |||||||||
Cash
provided by operating activities of discontinued
operations
|
- | - | 222 | |||||||||
Other,
net
|
(8 | ) | (7 | ) | (13 | ) | ||||||
Net
cash provided by operating activities
|
1,342 | 642 | 718 | |||||||||
Cash
Flows from Investing Activities
|
||||||||||||
Proceeds
from investments sold:
|
||||||||||||
Fixed
maturities
|
1,012 | 3,405 | 3,028 | |||||||||
Equity
securities
|
28 | 53 | 12 | |||||||||
Commercial
mortgage loans
|
1,293 | 495 | 612 | |||||||||
Other
(primarily short-term and other long-term investments)
|
260 | 1,185 | 767 | |||||||||
Investment
maturities and repayments:
|
||||||||||||
Fixed
maturities
|
973 | 964 | 968 | |||||||||
Commercial
mortgage loans
|
123 | 432 | 348 | |||||||||
Investments
purchased:
|
||||||||||||
Fixed
maturities
|
(2,150 | ) | (3,069 | ) | (3,108 | ) | ||||||
Equity
securities
|
(27 | ) | (43 | ) | (15 | ) | ||||||
Commercial
mortgage loans
|
(693 | ) | (1,075 | ) | (1,364 | ) | ||||||
Other
(primarily short-term and other long-term investments)
|
(394 | ) | (612 | ) | (910 | ) | ||||||
Property
and equipment sales
|
82 | 11 | - | |||||||||
Property
and equipment purchases
|
(262 | ) | (147 | ) | (61 | ) | ||||||
Conversion
of single premium annuity business
|
- | (45 | ) | - | ||||||||
Other
acquisitions and dispositions, net cash used
|
(42 | ) | (38 | ) | - | |||||||
Cash
provided by investing activities of discontinued
operations
|
70 | 32 | - | |||||||||
Other,
net
|
(4 | ) | - | (19 | ) | |||||||
Net
cash provided by investing activities
|
269 | 1,548 | 258 | |||||||||
Cash
Flows from Financing Activities
|
||||||||||||
Deposits
and interest credited to contractholder deposit funds
|
482 | 503 | 607 | |||||||||
Withdrawals
and benefit payments from contractholder deposit funds
|
(675 | ) | (627 | ) | (891 | ) | ||||||
Change
in cash overdraft position
|
(20 | ) | 66 | (216 | ) | |||||||
Net
change in short-term debt
|
- | (75 | ) | - | ||||||||
Net
proceeds on issuance of long-term debt
|
498 | 246 | - | |||||||||
Repayment
of long-term debt
|
(378 | ) | (100 | ) | - | |||||||
Repurchase
of common stock
|
(1,185 | ) | (2,765 | ) | (1,618 | ) | ||||||
Issuance
of common stock
|
248 | 251 | 346 | |||||||||
Common
dividends paid
|
(11 | ) | (12 | ) | (13 | ) | ||||||
Net
cash used in financing activities
|
(1,041 | ) | (2,513 | ) | (1,785 | ) | ||||||
Effect
of foreign currency rate changes on cash and cash
equivalents
|
8 | 6 | (1 | ) | ||||||||
Net
increase (decrease) in cash and cash equivalents
|
578 | (317 | ) | (810 | ) | |||||||
Cash
and cash equivalents, beginning of year
|
1,392 | 1,709 | 2,519 | |||||||||
Cash
and cash equivalents, end of year
|
$ | 1,970 | $ | 1,392 | $ | 1,709 | ||||||
Supplemental
Disclosure of Cash Information:
|
||||||||||||
Income
taxes paid, net of refunds
|
$ | 455 | $ | 317 | $ | 135 | ||||||
Interest
paid
|
$ | 122 | $ | 105 | $ | 104 | ||||||
The
accompanying Notes to the Consolidated Financial Statements are an
integral part of these statements.
|
·
|
impairment
losses related to the dispositions in 2007 and 2006 of several Latin
American insurance operations as discussed in Note
3;
|
·
|
realized
gains on the disposition of certain directly-owned real estate
investments in 2007 and 2006 as discussed in Note 11;
and
|
·
|
tax
benefits recognized in connection with past divestitures as discussed in
Note 16.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Income
before income
|
||||||||||||
(taxes)
benefits
|
$ | 25 | $ | 19 | $ | - | ||||||
Income
(taxes) benefits
|
(7 | ) | (6 | ) | 349 | |||||||
Income
from operations
|
18 | 13 | 349 | |||||||||
Impairment
loss, net of tax
|
(23 | ) | (17 | ) | - | |||||||
Income
(loss) from discontinued
|
||||||||||||
operations,
net of taxes
|
$ | (5 | ) | $ | (4 | ) | $ | 349 |
Before
|
After
|
|||||||||||
Application
of
|
Adjust-
|
Application
of
|
||||||||||
(In
millions)
|
SFAS
No. 158
|
ments
|
SFAS
No. 158
|
|||||||||
Liability
for pension
|
||||||||||||
benefits
|
$ | 744 | $ | 99 | $ | 843 | ||||||
Liability
for other
|
||||||||||||
postretirement
benefits
|
$ | 590 | $ | (155 | ) | $ | 435 | |||||
Total
liabilities
|
$ | 38,125 | $ | (56 | ) | $ | 38,069 | |||||
Deferred
income tax asset
|
$ | 946 | $ | (20 | ) | $ | 926 | |||||
Accumulated
other
|
||||||||||||
comprehensive
(loss)
|
$ | (205 | ) | $ | 36 | $ | (169 | ) | ||||
Total
shareholders' equity
|
$ | 4,294 | $ | 36 | $ | 4,330 |
·
|
various
investments (such as fixed maturities, commercial mortgage loans and
equity securities);
|
·
|
short-
and long-term debt; and
|
·
|
off-balance-sheet
instruments (such as investment and certain loan commitments and financial
guarantees).
|
(In
millions)
|
2007
|
2006
|
||||||||||||||
Fair
|
Carrying
|
Fair
|
Carrying
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
Commercial
mortgage loans
|
$ | 3,315 | $ | 3,277 | $ | 4,060 | $ | 3,988 | ||||||||
Contractholder
deposit
|
||||||||||||||||
funds,
excluding universal
|
||||||||||||||||
life
products
|
$ | 931 | $ | 936 | $ | 1,324 | $ | 1,332 | ||||||||
Long-term
debt
|
||||||||||||||||
excluding
capital leases
|
$ | 1,790 | $ | 1,777 | $ | 1,390 | $ | 1,277 |
·
|
real
estate "held and used" is expected to be held longer than one year and
includes real estate acquired through the foreclosure of commercial
mortgage loans. The Company carries real estate held and used
at depreciated cost less any write-downs to fair value due to impairment
and assesses impairment when cash flows indicate that the carrying value
may not be recoverable. Depreciation is generally calculated
using the straight-line method based on the estimated useful life of the
particular real estate asset.
|
·
|
real
estate is "held for sale" when a buyer’s investigation is completed, a
deposit has been received and the sale is expected to be completed within
the next year. Real estate held for sale is carried at the
lower of carrying value or current fair value, less estimated costs to
sell, and is not depreciated. Valuation reserves reflect any
changes in fair value.
|
·
|
the
Company uses several methods to determine the fair value of real estate,
but relies primarily on discounted cash flow analyses and, in some cases,
third party appraisals.
|
·
|
amounts
required to adjust future policy benefits;
and
|
·
|
deferred
income taxes.
|
·
|
Universal
life products
are deferred and amortized in proportion to the
present value of total estimated gross profits over the expected lives of
the contracts.
|
·
|
Annuity and
other individual life insurance (primarily international) and group health
indemnity products
are deferred and amortized, generally in
proportion to the ratio of periodic revenue to the estimated total
revenues over the contract periods.
|
·
|
Other
products
are expensed as
incurred.
|
·
|
net
investment income on assets supporting investment-related products is
recognized as earned.
|
·
|
contract
fees, which are based upon related administrative expenses, are recognized
in premiums and fees as they are earned ratably over the contract
period.
|
·
|
net
investment income on assets supporting universal life products is
recognized as earned.
|
·
|
fees
for mortality are recognized as assessed, which is as
earned.
|
·
|
administration
fees are recognized as services are
provided.
|
·
|
surrender
charges are recognized as assessed, which is as
earned.
|
(In
millions)
|
Pre-Tax
|
After-Tax
|
||||||
2007
|
||||||||
Accelerated
deferred gain amortization
|
$ | 2 | $ | 1 | ||||
Normal
deferred gain amortization
|
$ | 7 | $ | 4 | ||||
2006
|
||||||||
Accelerated
deferred gain amortization
|
$ | 8 | $ | 7 | ||||
Normal
deferred gain amortization
|
$ | 10 | $ | 7 | ||||
2005
|
||||||||
Accelerated
deferred gain amortization
|
$ | 322 | $ | 204 | ||||
Normal
deferred gain amortization
|
$ | 24 | $ | 16 |
(In
millions,
|
Effect
of
|
|||||||||||
except
per share amounts)
|
Basic
|
Dilution
|
Diluted
|
|||||||||
2007
|
||||||||||||
Income
from continuing
|
||||||||||||
operations
|
$ | 1,120 | $ | - | $ | 1,120 | ||||||
Shares
(
in
thousands):
|
||||||||||||
Weighted
average
|
283,191 | - | 283,191 | |||||||||
Options
and restricted
|
||||||||||||
stock
grants
|
5,141 | 5,141 | ||||||||||
Total
shares
|
283,191 | 5,141 | 288,332 | |||||||||
EPS
|
$ | 3.95 | $ | (0.07 | ) | $ | 3.88 | |||||
2006
|
||||||||||||
Income
from continuing
|
||||||||||||
operations
|
$ | 1,159 | $ | - | $ | 1,159 | ||||||
Shares
(
in
thousands):
|
||||||||||||
Weighted
average
|
331,257 | - | 331,257 | |||||||||
Options
and restricted
|
||||||||||||
stock
grants
|
5,728 | 5,728 | ||||||||||
Total
shares
|
331,257 | 5,728 | 336,985 | |||||||||
EPS
|
$ | 3.50 | $ | (0.06 | ) | $ | 3.44 | |||||
2005
|
||||||||||||
Income
from continuing
|
||||||||||||
operations
|
$ | 1,276 | $ | - | $ | 1,276 | ||||||
Shares
(
in
thousands):
|
||||||||||||
Weighted
average
|
382,044 | - | 382,044 | |||||||||
Options
and restricted
|
||||||||||||
stock
grants
|
7,375 | 7,375 | ||||||||||
Total
shares
|
382,044 | 7,375 | 389,419 | |||||||||
EPS
|
$ | 3.34 | $ | (0.06 | ) | $ | 3.28 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Antidilutive
options
|
|
1.2
|
3.9 | 7.7 |
(In
millions)
|
2007
|
2006
|
||||||
Incurred
but not yet reported
|
$ | 786 | $ | 820 | ||||
Reported
claims in process
|
145 | 95 | ||||||
Other
medical expense payable
|
44 | 45 | ||||||
Medical
claims payable
|
$ | 975 | $ | 960 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Balance
at January 1,
|
$ | 960 | $ | 1,165 | $ | 1,594 | ||||||
Less: Reinsurance
and other amounts
|
||||||||||||
recoverable
|
250 | 342 | 497 | |||||||||
Balance
at January 1, net
|
710 | 823 | 1,097 | |||||||||
Incurred
claims related to:
|
||||||||||||
Current
year
|
6,878 | 6,284 | 6,631 | |||||||||
Prior
years
|
(80 | ) | (173 | ) | (326 | ) | ||||||
Total
incurred
|
6,798 | 6,111 | 6,305 | |||||||||
Paid
claims related to:
|
||||||||||||
Current
year
|
6,197 | 5,615 | 5,844 | |||||||||
Prior
years
|
594 | 609 | 735 | |||||||||
Total
paid
|
6,791 | 6,224 | 6,579 | |||||||||
Balance
at December 31, net
|
717 | 710 | 823 | |||||||||
Add: Reinsurance
and other amounts
|
||||||||||||
recoverable
|
258 | 250 | 342 | |||||||||
Balance
at December 31,
|
$ | 975 | $ | 960 | $ | 1,165 |
·
|
the
contractholder’s account value as of the last anniversary date
(anniversary reset); or
|
·
|
no
less than net deposits paid into the contract accumulated at a specified
rate or net deposits paid into the
contract.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Balance
at January 1
|
$ | 862 | $ | 951 | $ | 988 | ||||||
Less: Reinsurance
recoverable at 1/1
|
17 | 24 | 30 | |||||||||
Add: Incurred
benefits
|
61 | 15 | 105 | |||||||||
Less: Paid
benefits
|
74 | 97 | 136 | |||||||||
Add: Reinsurance
recoverable at 12/31
|
16 | 17 | 24 | |||||||||
Balance
at December 31
|
$ | 848 | $ | 862 | $ | 951 |
·
|
The
reserves represent estimates of the present value of net amounts expected
to be paid, less the present value of net future
premiums. Included in net amounts expected to be paid is the
excess of the guaranteed death benefits over the values of the
contractholders’ accounts (based on underlying equity and bond mutual fund
investments).
|
·
|
The
reserves include an estimate for partial surrenders that essentially lock
in the death benefit for a particular policy based on annual election
rates that vary from 0-33% depending on the net amount at risk for each
policy and whether surrender charges
apply.
|
·
|
The
gross mean investment performance assumption is 5% considering the
Company's program to reduce equity market exposures using futures
contracts (described below). This is reduced by fund fees
ranging from 1-3% across all funds.
|
·
|
The
volatility assumption is 15-30%, varying by equity fund type; 3-8%,
varying by bond fund type; and 2% for money market
funds.
|
·
|
The
discount rate is 5.75%.
|
·
|
The
mortality assumption is 70-75% of the 1994 Group Annuity Mortality table,
with 1% annual improvement beginning January 1,
2000.
|
·
|
The
lapse rate assumption is 0-15%, depending on contract type, policy
duration and the ratio of the net amount at risk to account
value.
|
(Dollars
in millions)
|
2007
|
2006
|
||||||
Highest
anniversary annuity value
|
||||||||
Account
value
|
$ | 24,675 | $ | 29,398 | ||||
Net
amount at risk
|
$ | 3,617 | $ | 4,157 | ||||
Average
attained age of contractholders
|
69 | 68 | ||||||
Anniversary
value reset
|
||||||||
Account
value
|
$ | 2,279 | $ | 2,658 | ||||
Net
amount at risk
|
$ | 29 | $ | 49 | ||||
Average
attained age of contractholders
|
62 | 62 | ||||||
Other
|
||||||||
Account
value
|
$ | 3,241 | $ | 3,663 | ||||
Net
amount at risk
|
$ | 577 | $ | 694 | ||||
Average
attained age of contractholders
|
67 | 66 | ||||||
Total
|
||||||||
Account
value
|
$ | 30,195 | $ | 35,719 | ||||
Net
amount at risk
|
$ | 4,223 | $ | 4,900 | ||||
Average
attained age of contractholders
|
||||||||
(weighted
by exposure)
|
68 | 67 | ||||||
Number
of contractholders (approx.)
|
750,000 | 900,000 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Premiums
and Fees
|
||||||||||||
Short-duration
contracts:
|
||||||||||||
Direct
|
$ | 13,669 | $ | 12,333 | $ | 12,483 | ||||||
Assumed
|
331 | 443 | 398 | |||||||||
Ceded
|
(179 | ) | (181 | ) | (158 | ) | ||||||
13,821 | 12,595 | 12,723 | ||||||||||
Long-duration
contracts:
|
||||||||||||
Direct
|
1,401 | 1,262 | 1,211 | |||||||||
Assumed
|
68 | 74 | 75 | |||||||||
Ceded:
|
||||||||||||
Individual
life insurance
|
||||||||||||
and
annuity business sold
|
(230 | ) | (256 | ) | (270 | ) | ||||||
Other
|
(52 | ) | (34 | ) | (44 | ) | ||||||
1,187 | 1,046 | 972 | ||||||||||
Total
|
$ | 15,008 | $ | 13,641 | $ | 13,695 | ||||||
Reinsurance
recoveries
|
||||||||||||
Individual
life insurance and
|
||||||||||||
annuity
business sold
|
$ | 323 | $ | 343 | $ | 332 | ||||||
Other
|
106 | 181 | 141 | |||||||||
Total
|
$ | 429 | $ | 524 | $ | 473 |
Other
|
||||||||||||||||
Pension
|
Postretirement
|
|||||||||||||||
Benefits
|
Benefits
|
|||||||||||||||
(In
millions)
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Change
in benefit
|
||||||||||||||||
obligation
|
||||||||||||||||
Benefit
obligation,
|
||||||||||||||||
January
1
|
$ | 4,186 | $ | 4,175 | $ | 465 | $ | 492 | ||||||||
Service
cost
|
73 | 71 | 2 | 2 | ||||||||||||
Interest
cost
|
231 | 223 | 24 | 26 | ||||||||||||
Gain
from past
|
||||||||||||||||
experience
|
(99 | ) | (7 | ) | (31 | ) | (15 | ) | ||||||||
Benefits
paid from plan
|
||||||||||||||||
assets
|
(251 | ) | (249 | ) | (3 | ) | (4 | ) | ||||||||
Benefits
paid - other
|
(36 | ) | (27 | ) | (31 | ) | (36 | ) | ||||||||
Amendments
|
(59 | ) | - | - | - | |||||||||||
Benefit
obligation,
|
||||||||||||||||
December
31
|
4,045 | 4,186 | 426 | 465 | ||||||||||||
Change
in plan assets
|
||||||||||||||||
Fair
value of plan assets,
|
||||||||||||||||
January
1
|
3,343 | 3,109 | 30 | 33 | ||||||||||||
Actual
return on plan
|
||||||||||||||||
assets
|
321 | 481 | 1 | 1 | ||||||||||||
Benefits
paid
|
(251 | ) | (249 | ) | (3 | ) | (4 | ) | ||||||||
Contributions
|
4 | 2 | - | - | ||||||||||||
Fair
value of plan assets,
|
||||||||||||||||
December
31
|
3,417 | 3,343 | 28 | 30 | ||||||||||||
Funded
Status
|
$ | (628 | ) | $ | (843 | ) | $ | (398 | ) | $ | (435 | ) |
Other
|
||||||||||||||||
Pension
|
Postretirement
|
|||||||||||||||
Benefits
|
Benefits
|
|||||||||||||||
(In
millions)
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Unrecognized
net gain (loss)
|
$ | (437 | ) | $ | (767 | ) | $ | 74 | $ | 49 | ||||||
Unrecognized
prior service cost
|
61 | 3 | 89 | 106 | ||||||||||||
Postretirement
benefits
|
||||||||||||||||
liability
adjustment
|
$ | (376 | ) | $ | (764 | ) | $ | 163 | $ | 155 |
·
|
an
increase in the interest rate used to discount pension and other
postretirement benefit liabilities;
|
·
|
actual
asset returns that exceeded expected returns;
|
·
|
amortization
of actuarial losses;
|
·
|
adoption
of a pension plan amendment, which, as of April 1, 2008, will change the
benefit formula for employees hired prior to 1989 to one similar to all
other employees; and
|
·
|
the
annual update of census data, favorable medical claim experience, and
lower actual than expected election rates in the Company’s postretirement
medical plan.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Service
cost
|
$ | 73 | $ | 71 | $ | 72 | ||||||
Interest
cost
|
231 | 223 | 221 | |||||||||
Expected
return on plan assets
|
(209 | ) | (208 | ) | (181 | ) | ||||||
Amortization
of:
|
||||||||||||
Net
loss from past experience
|
119 | 152 | 141 | |||||||||
Prior
service cost
|
(1 | ) | (1 | ) | (1 | ) | ||||||
Net
pension cost
|
$ | 213 | $ | 237 | $ | 252 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Service
cost
|
$ | 2 | $ | 2 | $ | 2 | ||||||
Interest
cost
|
24 | 26 | 27 | |||||||||
Expected
return on plan assets
|
(1 | ) | (2 | ) | (2 | ) | ||||||
Amortization
of:
|
||||||||||||
Net
gain from past experience
|
(6 | ) | (2 | ) | (2 | ) | ||||||
Prior
service cost
|
(17 | ) | (17 | ) | (17 | ) | ||||||
Net
other postretirement benefit cost
|
$ | 2 | $ | 7 | $ | 8 |
(In
millions)
|
Increase
|
Decrease
|
||||||
Effect
on total service and interest cost
|
$ | 1 | $ | 1 | ||||
Effect
on postretirement benefit
|
||||||||
obligation
|
$ | 12 | $ | 11 |
Percent
of
|
Target
|
||
Total
Fair
|
Allocation
|
||
Plan
Asset Category
|
Value
|
Percentage
|
|
2007
|
2006
|
2007
|
|
Equity
securities
|
64%
|
70%
|
63%
|
Fixed
income
|
20%
|
19%
|
20%
|
Real
estate
|
8%
|
5%
|
7%
|
Other
|
8%
|
6%
|
10%
|
2007
|
2006
|
||
Discount
rate:
|
|||
Pension
benefit obligation
|
6.25%
|
5.75%
|
|
Other
postretirement benefit obligation
|
6.25%
|
5.75%
|
|
Pension
benefit cost
|
5.75%
|
5.50%
|
|
Other
postretirement benefit cost
|
5.75%
|
5.50%
|
|
Expected
return on plan assets:
|
|||
Projected
pension benefit obligation
|
8.00%
|
7.50%
|
|
Pension
benefit cost
|
7.50%
|
7.50%
|
|
Accumulated
other postretirement benefit
|
|||
obligation
|
5.00%
|
5.00%
|
|
Other
postretirement benefit cost
|
5.00%
|
5.00%
|
|
Expected
rate of compensation increase:
|
|||
Projected
pension benefit obligation
|
3.50%
|
3.50%
|
|
Pension
benefit cost
|
3.50%
|
3.50%
|
|
Accumulated
other postretirement benefit
|
|||
obligation
|
3.00%
|
3.00%
|
|
Other
postretirement benefit cost
|
3.00%
|
3.00%
|
Other Postretirement
|
||||||||||||
Benefits
|
||||||||||||
Pension
|
Net
of Medicare
|
|||||||||||
(In
millions)
|
Benefits
|
Gross
|
Part
D Subsidy
|
|||||||||
2008
|
$ | 304 | $ | 45 | $ | 41 | ||||||
2009
|
$ | 302 | $ | 43 | $ | 41 | ||||||
2010
|
$ | 301 | $ | 43 | $ | 41 | ||||||
2011
|
$ | 297 | $ | 43 | $ | 40 | ||||||
2012
|
$ | 303 | $ | 42 | $ | 40 | ||||||
2013-2017
|
$ | 1,474 | $ | 190 | $ | 181 |
(In
millions)
|
2007
|
2006
|
||||||
Included
in fixed maturities:
|
||||||||
Trading
securities
|
||||||||
(amortized
cost: $22;$26)
|
$ | 22 | $ | 27 | ||||
Hybrid
securities
(amortized cost:
$11;$10)
|
11 | 10 | ||||||
Total
|
$ | 33 | $ | 37 | ||||
Included
in equity securities:
|
||||||||
Hybrid
securities
(cost:
$114;$102)
|
$ | 110 | $ | 105 |
Amortized
|
Fair
|
|||||||
(In
millions)
|
Cost
|
Value
|
||||||
Due
in one year or less
|
$ | 617 | $ | 626 | ||||
Due
after one year through five years
|
2,858 | 2,927 | ||||||
Due
after five years through ten years
|
4,281 | 4,386 | ||||||
Due
after ten years
|
2,977 | 3,450 | ||||||
Mortgage-
and other asset-backed
|
||||||||
securities
|
643 | 659 | ||||||
Total
|
$ | 11,376 | $ | 12,048 |
December
31, 2007
|
||||||||||||||||
Unrealized
|
Unrealized
|
|||||||||||||||
Amortized
|
Appre-
|
Depre-
|
Fair
|
|||||||||||||
(In
millions)
|
Cost
|
ciation
|
ciation
|
Value
|
||||||||||||
Federal
government
|
||||||||||||||||
and
agency
|
$ | 346 | $ | 282 | $ | - | $ | 628 | ||||||||
State
and local
|
||||||||||||||||
government
|
2,362 | 130 | (3 | ) | 2,489 | |||||||||||
Foreign
government
|
868 | 32 | (18 | ) | 882 | |||||||||||
Corporate
|
7,157 | 318 | (85 | ) | 7,390 | |||||||||||
Other
mortgage-
|
||||||||||||||||
backed
|
216 | 6 | (2 | ) | 220 | |||||||||||
Other
asset-backed
|
427 | 29 | (17 | ) | 439 | |||||||||||
Total
|
$ | 11,376 | $ | 797 | $ | (125 | ) | $ | 12,048 | |||||||
December
31, 2006
|
||||||||||||||||
(In
millions)
|
||||||||||||||||
Federal
government
|
||||||||||||||||
and
agency
|
$ | 356 | $ | 242 | $ | (1 | ) | $ | 597 | |||||||
State
and local
|
||||||||||||||||
government
|
2,360 | 132 | (4 | ) | 2,488 | |||||||||||
Foreign
government
|
731 | 44 | (9 | ) | 766 | |||||||||||
Corporate
|
7,063 | 322 | (43 | ) | 7,342 | |||||||||||
Federal
agency
|
||||||||||||||||
mortgage-backed
|
2 | - | - | 2 | ||||||||||||
Other
mortgage-
|
||||||||||||||||
backed
|
215 | 6 | - | 221 | ||||||||||||
Other
asset-backed
|
449 | 63 | - | 512 | ||||||||||||
Total
|
$ | 11,176 | $ | 809 | $ | (57 | ) | $ | 11,928 |
·
|
length
of time and severity of decline;
|
·
|
financial
health and specific near term prospects of the
issuer;
|
·
|
changes
in the regulatory, economic or general market environment of the issuer’s
industry or geographic region; and
|
·
|
ability
and intent to hold until recovery.
|
Fair
|
Amortized
|
Unrealized
|
Number
|
|||||||||||||
(In
millions)
|
Value
|
Cost
|
Depreciation
|
of
Issues
|
||||||||||||
Fixed
Maturities:
|
||||||||||||||||
One
year or less:
|
||||||||||||||||
Investment
grade
|
$ | 1,977 | $ | 2,054 | $ | (77 | ) | 382 | ||||||||
Below
investment
|
||||||||||||||||
grade
|
$ | 246 | $ | 255 | $ | (9 | ) | 150 | ||||||||
More
than one year:
|
||||||||||||||||
Investment
grade
|
$ | 954 | $ | 992 | $ | (38 | ) | 361 | ||||||||
Below
investment
|
||||||||||||||||
grade
|
$ | 22 | $ | 23 | $ | (1 | ) | 12 |
(In
millions)
|
2007
|
2006
|
||||||
Property
type
|
||||||||
Office
buildings
|
$ | 1,048 | $ | 1,305 | ||||
Apartment
buildings
|
1,008 | 891 | ||||||
Industrial
|
470 | 609 | ||||||
Retail
facilities
|
398 | 654 | ||||||
Hotels
|
336 | 537 | ||||||
Other
|
66 | 109 | ||||||
Total
|
$ | 3,326 | $ | 4,105 | ||||
Geographic
region
|
||||||||
Pacific
|
$ | 1,117 | $ | 993 | ||||
South
Atlantic
|
616 | 953 | ||||||
New
England
|
539 | 665 | ||||||
Central
|
476 | 659 | ||||||
Mountain
|
327 | 396 | ||||||
Middle
Atlantic
|
251 | 439 | ||||||
Total
|
$ | 3,326 | $ | 4,105 |
(In
millions)
|
2007
|
2006
|
||||||
Real
estate entities
|
$ | 313 | $ | 244 | ||||
Securities
partnerships
|
171 | 133 | ||||||
Mezzanine
loans and other
|
36 | 41 | ||||||
Total
|
$ | 520 | $ | 418 |
·
|
$219
million to limited liability entities that hold either real estate or
loans to real estate entities that are diversified by property type and
geographic region; and
|
·
|
$224
million to entities that hold securities diversified by issuer and
maturity date.
|
·
|
Derivatives
are reported on the balance sheet at fair value with changes in fair
values reported in net income or accumulated other comprehensive
income.
|
·
|
Changes
in the fair value of derivatives that hedge market risk related to future
cash flows – and that qualify for hedge accounting – are reported in a
separate caption in accumulated other comprehensive
income. These hedges are referred to as cash flow
hedges.
|
·
|
A
change in the fair value of a derivative instrument may not always equal
the change in the fair value of the hedged item; this difference is
referred to as hedge ineffectiveness. Where hedge accounting is
used, the Company reflects hedge ineffectiveness in net income (generally
as part of realized investment gains and
losses).
|
·
|
Features
of certain investments and obligations, called embedded derivatives, are
accounted for as derivatives. As permitted under SFAS No. 133,
derivative accounting has not been applied to these features of such
investments or obligations existing before January 1,
1999.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Fixed
maturities
|
$ | 722 | $ | 768 | $ | 921 | ||||||
Equity
securities
|
8 | 11 | 9 | |||||||||
Commercial
mortgage loans
|
240 | 266 | 270 | |||||||||
Policy
loans
|
81 | 78 | 90 | |||||||||
Real
estate
|
5 | 12 | 11 | |||||||||
Other
long-term investments
|
24 | 26 | 37 | |||||||||
Short-term
investments and cash
|
78 | 77 | 69 | |||||||||
1,158 | 1,238 | 1,407 | ||||||||||
Less
investment expenses
|
44 | 43 | 48 | |||||||||
Net
investment income
|
$ | 1,114 | $ | 1,195 | $ | 1,359 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Fixed
maturities
|
$ | (26 | ) | $ | (25 | ) | $ | (2 | ) | |||
Equity
securities
|
13 | 8 | 4 | |||||||||
Commercial
mortgage loans
|
8 | (7 | ) | (2 | ) | |||||||
Real
estate
|
- | (5 | ) | - | ||||||||
Other
investments,
|
||||||||||||
including
derivatives
|
20 | 249 | (7 | ) | ||||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations,
|
||||||||||||
before
income taxes
|
15 | 220 | (7 | ) | ||||||||
Less
income taxes
|
5 | 75 | 4 | |||||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations
|
10 | 145 | (11 | ) | ||||||||
Realized
investment gains from
|
||||||||||||
discontinued
operations,
|
||||||||||||
before
income taxes
|
25 | 19 | - | |||||||||
Less
income taxes
|
9 | 6 | - | |||||||||
Realized
investment gains
|
||||||||||||
from
discontinued operations
|
16 | 13 | - | |||||||||
Net
realized investment gains (losses)
|
$ | 26 | $ | 158 | $ | (11 | ) |
·
|
gains
from other investments on sales of equity interests in real estate limited
liability entities;
|
·
|
gains
on sales of equity securities, partially offset in 2006 by asset
write downs;
|
·
|
gains
on sale of commercial mortgage loans in 2007 versus losses in 2006 on
sales and asset write downs;
|
·
|
losses
on fixed maturities largely due to asset write downs;
and
|
·
|
2006
losses from real estate due to sales activity and asset write
downs.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Separate
accounts
|
$ | 591 | $ | 207 | $ | 5,361 | ||||||
Investment
results required to
|
||||||||||||
adjust
future policy benefits
|
$ | 18 | $ | 11 | $ | 9 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Proceeds
from sales
|
$ | 1,040 | $ | 3,458 | $ | 3,040 | ||||||
Gross
gains on sales
|
$ | 26 | $ | 49 | $ | 40 | ||||||
Gross
losses on sales
|
$ | (12 | ) | $ | (55 | ) | $ | (46 | ) |
(In
millions)
|
2007
|
2006
|
||||||
Short-term:
|
||||||||
Current
maturities of long-term debt
|
$ | 3 | $ | 376 | ||||
Short-term
note payable
|
- | 6 | ||||||
Total
short-term debt
|
$ | 3 | $ | 382 | ||||
Long-term:
|
||||||||
Uncollateralized
debt:
|
||||||||
7%
Notes due 2011
|
$ | 222 | $ | 222 | ||||
6.375%
Notes due 2011
|
226 | 226 | ||||||
5.375%
Notes due 2017
|
250 | - | ||||||
6.37%
Note due 2021
|
78 | 78 | ||||||
7.65%
Notes due 2023
|
100 | 100 | ||||||
8.3%
Notes due 2023
|
17 | 17 | ||||||
7.875%
Debentures due 2027
|
300 | 300 | ||||||
8.3%
Step Down Notes due 2033
|
83 | 83 | ||||||
6.15% Notes
due 2036
|
500 | 250 | ||||||
Other
|
14 | 18 | ||||||
Total
long-term debt
|
$ | 1,790 | $ | 1,294 |
·
|
$250
million of Notes bearing interest at the rate of 5.375% per year, which is
payable on March 15 and September 15 of each year, beginning September 15,
2007. The Notes will mature on March 15, 2017;
and
|
·
|
$250
million of Notes bearing interest at the rate of 6.150% per year, which is
payable on May 15 and November 15 of each year, beginning May 15,
2007. The Notes will mature on November 15,
2036.
|
·
|
100%
of the principal amount of the Notes to be redeemed;
or
|
·
|
the
present value of the remaining principal and interest payments on the
Notes being redeemed discounted at the applicable Treasury Rate plus 15
basis points for the 5.375% Notes and 25 basis points for the 6.150%
Notes.
|
(Shares
in thousands)
|
2007
|
2006
|
||||||
Common: Par
value $0.25
|
||||||||
600,000
shares authorized
|
||||||||
Outstanding
- January 1
|
98,654 | 121,191 | ||||||
Issuance
of shares in split
|
190,917 | - | ||||||
Issued
for stock option and other benefit
|
||||||||
plans
|
3,244 | 2,762 | ||||||
Repurchase
of common stock
|
(13,227 | ) | (25,299 | ) | ||||
Outstanding
- December 31
|
279,588 | 98,654 | ||||||
Treasury
stock
|
71,358 | 61,375 | ||||||
Issued
- December 31
|
350,946 | 160,029 |
Tax
|
||||||||||||
(Expense)
|
After-
|
|||||||||||
(In
millions)
|
Pre-Tax
|
Benefit
|
Tax
|
|||||||||
2007
|
||||||||||||
Net
unrealized depreciation, securities:
|
||||||||||||
Implementation
effect of
|
||||||||||||
SFAS
No. 155
|
$ | (18 | ) | $ | 6 | $ | (12 | ) | ||||
Net
unrealized depreciation on
|
||||||||||||
securities
arising during the year
|
(68 | ) | 24 | (44 | ) | |||||||
Reclassification
due to sale of
|
||||||||||||
discontinued
operations
|
(23 | ) | 8 | (15 | ) | |||||||
Plus:
reclassification adjustment for
|
||||||||||||
losses
included in net income
|
13 | (4 | ) | 9 | ||||||||
Net
unrealized
depreciation,
securities
|
$ | (96 | ) | $ | 34 | $ | (62 | ) | ||||
Net
unrealized depreciation,
|
||||||||||||
d
erivatives
|
$ | (6 | ) | $ | 2 | $ | (4 | ) | ||||
Net
translation of foreign currencies:
|
||||||||||||
Net
translation of foreign currencies
|
||||||||||||
arising
during the year
|
$ | 33 | $ | (10 | ) | $ | 23 | |||||
Reclassification
due to sale of
|
||||||||||||
discontinued
operations
|
8 | (3 | ) | 5 | ||||||||
Net
translation
of
foreign
currencies
|
$ | 41 | $ | (13 | ) | $ | 28 | |||||
Postretirement
benefits liability
|
||||||||||||
adjustment:
|
||||||||||||
Reclassification
adjustment for
|
||||||||||||
amortization
of net losses from past
|
||||||||||||
experience
and prior service costs
|
$ | 95 | $ | (33 | ) | $ | 62 | |||||
Net
change arising from assumption/
|
||||||||||||
plan
changes and experience
|
301 | (105 | ) | 196 | ||||||||
Net
postretirement benefits liability
|
||||||||||||
adjustment
|
$ | 396 | $ | (138 | ) | $ | 258 |
Tax
|
||||||||||||
(Expense)
|
After-
|
|||||||||||
(In
millions)
|
Pre-Tax
|
Benefit
|
Tax
|
|||||||||
2006
|
||||||||||||
Net
unrealized depreciation, securities:
|
||||||||||||
Net
unrealized depreciation on
|
||||||||||||
securities
arising during the year
|
$ | (33 | ) | $ | 12 | $ | (21 | ) | ||||
Plus:
reclassification adjustment for
|
||||||||||||
losses
included in net income
|
17 | (6 | ) | 11 | ||||||||
Net
unrealized
depreciation,
securities
|
$ | (16 | ) | $ | 6 | $ | (10 | ) | ||||
Net
unrealized depreciation derivatives:
|
||||||||||||
Net
unrealized depreciation on
|
||||||||||||
derivatives
arising during the year
|
$ | (13 | ) | $ | 5 | $ | (8 | ) | ||||
Plus:
reclassification adjustment for
losses included in net income
|
11 | (4 | ) | 7 | ||||||||
Net
unrealized depreciation,
|
||||||||||||
derivatives
|
$ | (2 | ) | $ | 1 | $ | (1 | ) | ||||
Net
translation of foreign
|
||||||||||||
currencies
|
$ | 48 | $ | (17 | ) | $ | 31 | |||||
Minimum
pension liability
|
||||||||||||
adjustment:
|
||||||||||||
Activity
prior to adoption of
|
||||||||||||
SFAS
No. 158
|
$ | 437 | $ | (153 | ) | $ | 284 | |||||
Adoption
of SFAS No. 158
|
665 | (233 | ) | 432 | ||||||||
Minimum
pension liability
|
||||||||||||
adjustment
|
$ | 1,102 | $ | (386 | ) | $ | 716 | |||||
Postretirement
benefits liability adjustment:
|
||||||||||||
Adoption
of SFAS No. 158
|
$ | (609 | ) | $ | 213 | $ | (396 | ) | ||||
2005
|
||||||||||||
Net
unrealized
|
||||||||||||
depreciation,
securities:
|
||||||||||||
Net
unrealized depreciation on
|
||||||||||||
securities
arising during the year
|
$ | (288 | ) | $ | 101 | $ | (187 | ) | ||||
Less:
reclassification adjustment for
|
||||||||||||
gains
included in net income
|
(2 | ) | 1 | (1 | ) | |||||||
Net
unrealized
depreciation,
securities
|
$ | (290 | ) | $ | 102 | $ | (188 | ) | ||||
Net
unrealized appreciation,
|
||||||||||||
derivatives
|
$ | 4 | $ | (2 | ) | $ | 2 | |||||
Net
translation of foreign
|
||||||||||||
currencies
|
$ | 1 | $ | (1 | ) | $ | - | |||||
Minimum
pension liability
|
||||||||||||
adjustment
|
$ | 20 | $ | (7 | ) | $ | 13 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Net
income
|
$ | 1,130 | $ | 1,416 | $ | 1,093 | ||||||
Surplus
|
$ | 3,346 | $ | 3,260 | $ | 3,638 |
(In
millions)
|
||||
Balance
at January 1, 2007
|
$ | 245 | ||
Decrease
due to prior year positions
|
(31 | ) | ||
Increase
due to current year positions
|
51 | |||
Reduction
related to lapse of applicable statute
|
||||
of
limitations
|
(5 | ) | ||
Balance
at December 31, 2007
|
$ | 260 |
(In
millions)
|
2007
|
2006
|
||||||
Deferred
tax assets
|
||||||||
Employee
and retiree benefit plans
|
$ | 546 | 668 | |||||
Investments,
net
|
26 | 48 | ||||||
Other
insurance and contractholder liabilities
|
267 | 258 | ||||||
Deferred
gain on sale of business
|
89 | 102 | ||||||
Policy
acquisition expenses
|
170 | 125 | ||||||
Loss
carryforwards
|
125 | 110 | ||||||
Other
accrued liabilities
|
88 | 91 | ||||||
Bad
debt expense
|
21 | 84 | ||||||
Other
|
40 | 43 | ||||||
Deferred
tax assets before valuation
|
||||||||
allowance
|
1,372 | 1,529 | ||||||
Valuation
allowance for deferred tax assets
|
(150 | ) | (174 | ) | ||||
Deferred
tax assets, net of valuation
|
||||||||
allowance
|
1,222 | 1,355 | ||||||
Deferred
tax liabilities
|
||||||||
Depreciation
and amortization
|
202 | 202 | ||||||
Unrepatriated
foreign income, net
|
116 | 97 | ||||||
Unrealized
appreciation on investments
|
||||||||
and
foreign currency translation
|
110 | 130 | ||||||
Total
deferred tax liabilities
|
428 | 429 | ||||||
Net
deferred income tax assets
|
$ | 794 | $ | 926 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Current
taxes
|
||||||||||||
U.S.
income
|
$ | 462 | $ | 553 | $ | 73 | ||||||
Foreign
income
|
36 | 25 | 28 | |||||||||
State
income
|
13 | 17 | 22 | |||||||||
511 | 595 | 123 | ||||||||||
Deferred
taxes (benefits)
|
||||||||||||
U.S.
income
|
1 | (22 | ) | 401 | ||||||||
Foreign
income
|
(2 | ) | (1 | ) | (11 | ) | ||||||
State
income
|
1 | - | 4 | |||||||||
- | (23 | ) | 394 | |||||||||
Total
income taxes
|
$ | 511 | $ | 572 | $ | 517 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Tax
expense at nominal rate
|
$ | 571 | $ | 606 | $ | 628 | ||||||
Tax-exempt
interest income
|
(32 | ) | (34 | ) | (34 | ) | ||||||
Dividends
received deduction
|
(3 | ) | (6 | ) | (12 | ) | ||||||
Resolution
of federal tax matters
|
(26 | ) | - | (84 | ) | |||||||
State
income tax (net of federal income
|
||||||||||||
tax
benefit)
|
10 | 9 | 18 | |||||||||
Change
in valuation allowance
|
(24 | ) | 7 | 15 | ||||||||
Other
|
15 | (10 | ) | (14 | ) | |||||||
Total
income taxes
|
$ | 511 | $ | 572 | $ | 517 |
·
|
$23
million is reflected in continuing operations;
and
|
·
|
$2
million is associated with the disposition of Lovelace Health Systems,
Inc. in 2003, and is reflected in discontinued
operations.
|
·
|
$287
million resulting from capital losses realized in connection with the
divestiture of the property and casualty insurance operations in 1999,
which is included in income from discontinued operations;
and
|
·
|
$150
million resulting primarily from the release of tax reserves and valuation
allowances. This amount consists
of:
|
·
|
$88
million reported as income from continuing operations. This
amount includes $4 million of interest income;
and
|
·
|
$62
million related to the divestiture of the Company's Brazilian health care
business, which is included in income from discontinued
operations.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Compensation
cost
|
$ | 37 | $ | 41 | $ | 35 | ||||||
Tax
benefits
|
$ | 13 | $ | 14 | $ | 12 |
(Options
in thousands)
|
2007
|
2006
|
2005
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||||||||||
Options
|
Exercise
Price
|
Options
|
Exercise
Price
|
Options
|
Exercise
Price
|
|||||||||||||||||||
Outstanding
- January 1
|
17,955 | $ | 29.24 | 26,616 | $ | 27.50 | 41,076 | $ | 25.89 | |||||||||||||||
Granted
|
1,662 | $ | 46.97 | 1,656 | $ | 40.30 | 2,502 | $ | 30.05 | |||||||||||||||
Exercised
|
(7,757 | ) | $ | 27.67 | (9,249 | ) | $ | 25.90 | (14,463 | ) | $ | 23.39 | ||||||||||||
Expired
or canceled
|
(430 | ) | $ | 34.73 | (1,068 | ) | $ | 31.80 | (2,499 | ) | $ | 27.34 | ||||||||||||
Outstanding
- December 31
|
11,430 | $ | 32.69 | 17,955 | $ | 29.24 | 26,616 | $ | 27.50 | |||||||||||||||
Options
exercisable at year-end
|
8,383 | $ | 29.37 | 13,839 | $ | 28.94 | 19,542 | $ | 29.80 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Intrinsic
value of options exercised
|
$ | 169 | $ | 136 | $ | 148 | ||||||
Cash
received for options exercised
|
$ | 203 | $ | 212 | $ | 312 | ||||||
Excess
tax benefits realized from
|
||||||||||||
options
exercised
|
$ | 39 | $ | 28 | $ | 18 |
(In
millions, except options in
|
Options
|
Options
|
||||||
thousands)
|
Outstanding
|
Exercisable
|
||||||
Number
|
11,430 | 8,383 | ||||||
Total
intrinsic value
|
$ | 241 | $ | 204 | ||||
Weighted
average exercise price
|
$ | 32.69 | $ | 29.37 | ||||
Weighted
average remaining
|
||||||||
contractual
life (years)
|
5.2
years
|
4
years
|
2007
|
2006
|
2005
|
|
Dividend
yield
|
0.1%
|
0.1%
|
0.1%
|
Expected
volatility
|
35.0%
|
35.0%
|
35.0%
|
Risk-free
interest rate
|
4.7%
|
4.6%
|
3.9%
|
Expected
option life
|
4
years
|
4.5
years
|
5.25
years
|
(Grants
in thousands)
|
2007
|
2006
|
2005
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||
Average
Fair Value
|
Average
Fair Value
|
Average
Fair Value
|
||||||||||||||||||||||
Grants
|
at
Grant Date
|
Grants
|
at
Grant Date
|
Grants
|
at
Grant Date
|
|||||||||||||||||||
Outstanding
- January 1
|
2,802 | $ | 26.72 | 3,759 | $ | 21.01 | 3,858 | $ | 19.44 | |||||||||||||||
Granted
|
698 | $ | 47.20 | 645 | $ | 40.41 | 1,011 | $ | 30.93 | |||||||||||||||
Vested
|
(750 | ) | $ | 19.06 | (1,233 | ) | $ | 17.24 | (456 | ) | $ | 28.73 | ||||||||||||
Forfeited
|
(268 | ) | $ | 31.45 | (369 | ) | $ | 24.13 | (654 | ) | $ | 18.84 | ||||||||||||
Outstanding
- December 31
|
2,482 | $ | 34.28 | 2,802 | $ | 26.72 | 3,759 | $ | 21.01 |
·
|
disability
insurance;
|
·
|
disability
and workers’ compensation case
management;
|
·
|
life
insurance;
|
·
|
accident; and
|
·
|
specialty
insurance.
|
·
|
life,
accident and supplemental health insurance products;
and
|
·
|
international
health care products and services including those offered to expatriate
employees of multinational
corporations.
|
·
|
non-leveraged
and leveraged corporate-owned life insurance
(COLI);
|
·
|
deferred
gains recognized from the 1998 sale of the individual life insurance and
annuity business and the 2004 sale of the retirement benefits business;
and
|
·
|
run-off
settlement annuity business.
|
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Health
Care
|
||||||||||||
Premiums
and fees:
|
||||||||||||
Medical:
|
||||||||||||
Commercial
HMO
2
|
$ | 2,220 | $ | 2,744 | $ | 2,646 | ||||||
Open
access/Other
|
||||||||||||
guaranteed
cost
3
|
1,657 | 946 | 463 | |||||||||
Voluntary/limited
benefits
|
160 | 72 | - | |||||||||
Total
guaranteed cost
1
|
4,037 | 3,762 | 3,109 | |||||||||
Experience-rated
medical
1,4
|
1,877 | 1,760 | 2,836 | |||||||||
Dental
|
773 | 776 | 899 | |||||||||
Medicare
|
349 | 321 | 286 | |||||||||
Medicare
Part D
1
|
326 | 215 | - | |||||||||
Other
medical
5
|
1,062 | 929 | 926 | |||||||||
Total
medical
|
8,424 | 7,763 | 8,056 | |||||||||
Life
and other non-medical
|
235 | 305 | 399 | |||||||||
Total
premiums
|
8,659 | 8,068 | 8,455 | |||||||||
Fees
1,6
|
2,007 | 1,762 | 1,722 | |||||||||
Total
premiums and fees
|
10,666 | 9,830 | 10,177 | |||||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | |||||||||
Other
revenues
|
250 | 226 | 208 | |||||||||
Net
investment income
|
202 | 261 | 275 | |||||||||
Segment
revenues
|
$ | 12,236 | $ | 11,462 | $ | 11,543 | ||||||
Income
taxes
|
$ | 358 | $ | 353 | $ | 361 | ||||||
Segment
earnings
|
$ | 679 | $ | 653 | $ | 688 | ||||||
Disability
and Life
|
||||||||||||
Premiums
and fees:
|
||||||||||||
Life
|
$ | 1,148 | $ | 1,050 | $ | 1,106 | ||||||
Disability
|
942 | 798 | $ | 676 | ||||||||
Other
|
284 | 260 | $ | 283 | ||||||||
Total
|
$ | 2,374 | $ | 2,108 | $ | 2,065 | ||||||
Other
revenues
|
131 | 161 | 198 | |||||||||
Net
investment income
|
276 | 256 | 264 | |||||||||
Segment
revenues
|
$ | 2,781 | $ | 2,525 | $ | 2,527 | ||||||
Income
taxes
|
$ | 92 | $ | 85 | $ | 92 | ||||||
Segment
earnings
|
$ | 254 | $ | 226 | $ | 227 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
International
|
||||||||||||
Premiums
and fees:
|
||||||||||||
Health
Care
|
$ | 845 | $ | 702 | $ | 566 | ||||||
Life,
Accident and Health
|
955 | $ | 824 | $ | 677 | |||||||
Total
|
$ | 1,800 | $ | 1,526 | $ | 1,243 | ||||||
Other
revenues
|
7 | 2 | (4 | ) | ||||||||
Net
investment income
|
77 | 79 | 71 | |||||||||
Segment
revenues
|
$ | 1,884 | $ | 1,607 | $ | 1,310 | ||||||
Income
taxes
|
$ | 96 | $ | 75 | $ | 46 | ||||||
Equity
in income (loss)
|
||||||||||||
of
investees
|
$ | 3 | $ | - | $ | (1 | ) | |||||
Segment
earnings
|
$ | 176 | $ | 138 | $ | 109 | ||||||
Run-off
Reinsurance
|
||||||||||||
Premiums
and fees and other
|
||||||||||||
revenues
|
$ | 13 | $ | (33 | ) | $ | 44 | |||||
Net
investment income
|
93 | 95 | 99 | |||||||||
Segment
revenues
|
$ | 106 | $ | 62 | $ | 143 | ||||||
Income
tax benefits
|
$ | (43 | ) | $ | (4 | ) | $ | (12 | ) | |||
Segment
loss
|
$ | (11 | ) | $ | (14 | ) | $ | (64 | ) | |||
Other
Operations
|
||||||||||||
Premiums
and fees and other
|
||||||||||||
revenues
|
$ | 190 | $ | 215 | $ | 566 | ||||||
Net
investment income
|
437 | 467 | 609 | |||||||||
Segment
revenues
|
$ | 627 | $ | 682 | $ | 1,175 | ||||||
Income
taxes
|
$ | 45 | $ | 45 | $ | 144 | ||||||
Segment
earnings
|
$ | 109 | $ | 106 | $ | 339 | ||||||
Corporate
|
||||||||||||
Other
revenues and
|
||||||||||||
eliminations
|
$ | (55 | ) | $ | (48 | ) | $ | (48 | ) | |||
Net
investment income
|
29 | 37 | 41 | |||||||||
Segment
revenues
|
$ | (26 | ) | $ | (11 | ) | $ | (7 | ) | |||
Income
tax benefits
|
$ | (42 | ) | $ | (57 | ) | $ | (118 | ) | |||
Segment
loss
|
$ | (97 | ) | $ | (95 | ) | $ | (12 | ) | |||
Realized
investment gains
|
||||||||||||
(losses)
from continuing
|
||||||||||||
operations
|
||||||||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations
|
$ | 15 | $ | 220 | $ | (7 | ) | |||||
Income
taxes
|
5 | 75 | 4 | |||||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations,
|
||||||||||||
net
of taxes
|
$ | 10 | $ | 145 | $ | (11 | ) | |||||
Total
|
||||||||||||
Premiums
and fees and other
|
||||||||||||
revenues
|
$ | 15,376 | $ | 13,987 | $ | 14,449 | ||||||
Mail
order pharmacy revenues
|
1,118 | 1,145 | 883 | |||||||||
Net
investment income
|
1,114 | 1,195 | 1,359 | |||||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations
|
15 | 220 | (7 | ) | ||||||||
Total
revenues
|
$ | 17,623 | $ | 16,547 | $ | 16,684 | ||||||
Income
taxes
|
$ | 511 | $ | 572 | $ | 517 | ||||||
Segment
earnings
|
$ | 1,110 | $ | 1,014 | $ | 1,287 | ||||||
Realized
investment gains (losses)
|
||||||||||||
from
continuing operations,
|
||||||||||||
net
of taxes
|
10 | 145 | (11 | ) | ||||||||
Income
from continuing
|
||||||||||||
operations
|
$ | 1,120 | $ | 1,159 | $ | 1,276 |
(In
millions)
|
2007
|
2006
|
2005
|
|||||||||
Medical
|
$ | 11,276 | $ | 10,227 | $ | 10,344 | ||||||
Disability
|
945 | 798 | 709 | |||||||||
Life,
Accident and Health
|
2,619 | 2,439 | 2,432 | |||||||||
Mail
order pharmacy
|
1,118 | 1,145 | 883 | |||||||||
Other
|
536 | 523 | 964 | |||||||||
Total
|
$ | 16,494 | $ | 15,132 | $ | 15,332 |
A.
|
Financial Guarantees
Primarily Associated with the Sold Retirement Benefits
Business
|
B.
|
Guaranteed Minimum
Income Benefit Contracts
|
·
|
These
liabilities represent estimates of the present value of net amounts
expected to be paid, less the present value of net future premiums
expected to be received. Included in net amounts expected to be
paid is the excess of the expected value of the income benefits over the
values of the annuitant’s accounts at the time of
annuitization. The assets associated with these contracts
represent receivables in connection with reinsurance that the Company has
purchased two external reinsurers (see
below).
|
·
|
The
gross market return assumption is 8-11% varying by equity fund type; 6-7%
varying by bond fund type; and 5-6% for money market funds, reduced by
fund fees ranging 2-3% across all
funds.
|
·
|
The
volatility assumption is 14-23% varying by equity fund type; 5-7% varying
by bond fund type; and 2-3% for money market
funds.
|
·
|
The
discount rate is 5.75%.
|
·
|
The
projected interest rate used to calculate the reinsured income benefits at
the time of annuitization varies by economic scenario, reflects interest
rates as of the valuation date, and has a long-term mean rate of 5-6% and
a standard deviation of 12-13%.
|
·
|
The
mortality assumption is 70% of the 1994 Group Annuity Mortality table,
with 1% annual improvement beginning January 1,
2000.
|
·
|
The
lapse rate assumption varies by contract from 2% to 17% and depends on the
time since contract issue, the relative value of the guarantee and the
differing experience by issuing company of the underlying variable annuity
contracts.
|
·
|
The
annuity election rate assumption varies by contract and depends on the
annuitant’s age, the relative value of the guarantee, and the differing
experience by issuing company of the underlying variable annuity
contracts. Immediately after the expiration of the waiting
period, the assumed probability that an individual will annuitize their
variable annuity contract ranges from 0% to 80%. For the second
opportunity to elect the benefit, the assumed probability of election
ranges from 0% to 45%. For each subsequent opportunity to elect
the benefit, the assumed probability of election ranges from 0% to
25%. With respect to the second and subsequent election
opportunities, actual experience data is just beginning to emerge and
management’s estimates are based on this limited
data.
|
·
|
No
annuitants surrendered their accounts;
and
|
·
|
All
annuitants lived to elect their benefit;
and
|
·
|
All
annuitants elected to receive their benefit on the next available date
(2008 through 2014); and
|
·
|
All
underlying mutual fund investment values remained at the December 31, 2007
value of $2.6 billion, with no future
returns.
|
C.
|
Certain Other
Financial Guarantees
|
D.
|
Regulatory and
Industry Developments
|
·
|
additional
mandated benefits or services that increase
costs;
|
·
|
legislation
that would grant plan participants broader rights to sue their health
plans;
|
·
|
changes
in public policy and in the political environment,
|
which could affect state and federal law, including legislative and regulatory proposals related to health care issues, which could increase cost and affect the market for the Company’s health care products and services; and pension legislation, which could increase pension cost; |
·
|
changes
in ERISA regulations resulting in increased administrative burdens and
costs;
|
·
|
additional
restrictions on the use of prescription drug formularies and rulings from
pending purported class action litigation, which could result in
adjustments to or the elimination of the average wholesale price or “AWP”
of pharmaceutical products as a benchmark in establishing certain rates,
charges, discounts, guarantees and fees for various prescription
drugs;
|
·
|
additional
privacy legislation and regulations that interfere with the proper use of
medical information for research, coordination of medical care and disease
and disability management;
|
·
|
additional
variations among state laws mandating the time periods and
administrative processes for payment of health care provider
claims;
|
·
|
legislation
that would exempt independent physicians from antitrust laws;
and
|
·
|
changes
in federal tax laws, such as amendments that could affect the taxation of
employer provided benefits.
|
E.
|
Litigation
and Other Legal Matters
|
(In millions,
except per share amounts)
|
Three
Months Ended
|
||||||||||||||||
March
31
|
June
30
|
Sept.
30
|
Dec.
31
|
||||||||||||||
Consolidated
Results
|
|||||||||||||||||
2007
|
|||||||||||||||||
Total
revenues
|
$ | 4,374 | $ | 4,381 | $ | 4,413 | $ | 4,455 | |||||||||
Income
from continuing operations before income taxes
|
413 | 328 | 502 | 388 | |||||||||||||
Net
income
|
289 |
198
|
2 | 365 | 3 | 263 | |||||||||||
Net
income per share
1
:
|
|||||||||||||||||
Basic
|
1.00 | 0.70 | 1.30 | 0.95 | |||||||||||||
Diluted
|
0.98 | 0.68 | 1.28 | 0.93 | |||||||||||||
2006
|
|||||||||||||||||
Total
revenues
|
$ | 4,107 | $ | 4,098 | $ | 4,137 | $ | 4,205 | |||||||||
Income
from continuing operations before income taxes
|
528 | 408 | 446 | 349 | |||||||||||||
Net
income
|
352 | 273 | 298 | 232 | 4 | ||||||||||||
Net
income per share
1
:
|
|||||||||||||||||
Basic
|
0.98 | 0.79 | 0.93 | 0.77 | |||||||||||||
Diluted
|
0.96 | 0.78 | 0.92 | 0.76 | |||||||||||||
Stock
and Dividend Data
1
|
|||||||||||||||||
2007
|
|||||||||||||||||
Price range of common stock |
—
high
|
$ | 49.11 | $ | 56.87 | $ | 54.70 | $ | 56.89 | ||||||||
—
low
|
$ | 42.33 | $ | 47.63 | $ | 43.65 | $ | 48.21 | |||||||||
Dividends
declared per common share
|
$ | 0.008 | $ | 0.010 | $ | 0.010 | $ | 0.010 | |||||||||
2006
|
|||||||||||||||||
Price range of common stock |
—
high
|
$ | 44.59 | $ | 44.37 | $ | 39.83 | $ | 44.21 | ||||||||
—
low
|
$ | 36.53 | $ | 29.35 | $ | 30.35 | $ | 38.07 | |||||||||
Dividends
declared per common share
|
$ | 0.008 | $ | 0.008 | $ | 0.008 | $ | 0.008 |
(1)
|
All
weighted average shares and per share amounts for all periods presented
have been adjusted to reflect the three-for-one stock split effective June
4, 2007 (see Note 4 to the Financial
Statements).
|
(2)
|
The
second quarter of 2007 includes an after-tax charge of $56 million related
to the guaranteed minimum income benefit
reserve.
|
(3)
|
The
third quarter of 2007 includes an after-tax benefit of $23 million related
to an IRS settlement.
|
(4)
|
The
fourth quarter of 2006 includes an after-tax charge of $25 million related
to the settlement of the shareholder class action litigation and an
after-tax charge of $23 million related to the Company's expense reduction
initiatives.
|
C
.
|
Code
of Ethics and Other Corporate Governance
Disclosures
|
(a)
|
(b)
|
(c)
|
|||||||||||||
Plan Category
|
Securities To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights
|
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights
|
Securities Remaining
Available For Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
|
||||||||||||
Equity
Compensation Plans Approved by Security Holders
|
11,405,264
|
$32.70
|
31,053,726
|
||||||||||||
Equity
Compensation Plans Not Approved by Security Holders
(1)
|
24,530
|
$26.33
|
0
|
||||||||||||
Total
|
11,429,794
|
$32.69
|
31,053,726
|
(1)
|
Consists
of the CIGNA-Healthsource Stock
Plan of 1997 discussed below under “Description of the Equity Compensation
Plan Not Approved by Security
Holders
.”
|
|
(2)
The financial statement schedules are listed in the Index to Financial
Statement Schedules on page FS-1.
|
|
(3)
The exhibits are listed in the Index to Exhibits beginning on page
E-1.
|
CIGNA CORPORATION | ||
By: |
/s/
Michael W. Bell
|
|
Michael
W. Bell
|
||
Executive
Vice President and
|
||
Chief
Financial Officer
|
||
(Principal
Financial Officer)
|
*By:
|
/s/
Nicole S. Jones
|
|
Nicole
S. Jones
|
||
Attorney-in-Fact
|
||
Date: February
28, 2008
|
PAGE
|
|||
FS- 2
|
|||
Schedules
|
|||
FS- 3
|
|||
FS- 4
|
|||
FS-
10
|
|||
FS-
12
|
|||
FS-
13
|
Amount
at
|
||||||||||||
which
shown in
|
||||||||||||
Fair
|
the
consolidated
|
|||||||||||
Type
of Investment
|
Cost
|
Value
|
balance
sheet
|
|||||||||
Fixed
maturities:
|
||||||||||||
Bonds:
|
||||||||||||
United
States government and government
|
||||||||||||
agencies
and authorities
|
$ | 346 | $ | 628 | $ | 628 | ||||||
States, municipalities and political subdivisions | 2,362 | 2,489 | 2,489 | |||||||||
Foreign
governments
|
868 | 882 | 882 | |||||||||
Public
utilities
|
804 | 836 | 836 | |||||||||
All
other corporate bonds
|
6,342 | 6,541 | 6,541 | |||||||||
Asset
backed securities:
|
||||||||||||
Other
mortgage-backed
|
216 | 221 | 221 | |||||||||
Other
asset-backed
|
429 | 442 | 442 | |||||||||
Redeemable
preferred stocks
|
42 | 42 | 42 | |||||||||
Total
fixed maturities
|
$ | 11,409 | $ | 12,081 | $ | 12,081 | ||||||
Equity
securities:
|
||||||||||||
Common
stocks:
|
||||||||||||
Industrial,
miscellaneous and all other
|
$ | 9 | $ | 17 | $ | 17 | ||||||
Public
utilities
|
1 | 1 | 1 | |||||||||
Non
redeemable preferred stocks
|
117 | 114 | 114 | |||||||||
Total
equity securities
|
$ | 127 | $ | 132 | $ | 132 | ||||||
Commercial
mortgage loans on real estate
|
$ | 3,277 | $ | 3,277 | ||||||||
Policy
loans
|
1,450 | 1,450 | ||||||||||
Real
estate investments
|
49 | 49 | ||||||||||
Other
long-term investments
|
472 | 520 | ||||||||||
Short-term
investments
|
21 | 21 | ||||||||||
Total
investments
|
$ | 16,805 | $ | 17,530 |
For
the year ended
|
||||||||||||
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Other
revenues
|
$ | 1 | $ | 2 | $ | 7 | ||||||
Total
revenues
|
$ | 1 | $ | 2 | $ | 7 | ||||||
Operating
expenses:
|
||||||||||||
Interest
|
116 | 101 | 105 | |||||||||
Intercompany
interest
|
325 | 277 | 162 | |||||||||
Other
|
49 | 90 | 71 | |||||||||
Total
operating expenses
|
490 | 468 | 338 | |||||||||
Loss
before income taxes
|
(489 | ) | (466 | ) | (331 | ) | ||||||
Income
tax benefit
|
(164 | ) | (166 | ) | (126 | ) | ||||||
Loss
of parent company
|
(325 | ) | (300 | ) | (205 | ) | ||||||
Equity
in income of subsidiaries from
|
||||||||||||
continuing
operations
|
1,445 | 1,459 | 1,481 | |||||||||
Income
from continuing operations
|
1,120 | 1,159 | 1,276 | |||||||||
Income
(loss) from discontinued operations, net of taxes
|
(5 | ) | (4 | ) | 349 | |||||||
Net
income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 |
As
of December 31,
|
||||||||||||||||
2007
|
2006
|
|||||||||||||||
Assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$ | - | $ | 13 | ||||||||||||
Investments
in subsidiaries
|
12,581 | 12,219 | ||||||||||||||
Other
assets
|
293 | 538 | ||||||||||||||
Total
assets
|
$ | 12,874 | $ | 12,770 | ||||||||||||
Liabilities:
|
||||||||||||||||
Intercompany
|
$ | 5,514 | $ | 5,785 | ||||||||||||
Current
portion of long-term debt
|
- | 376 | ||||||||||||||
Long-term
debt
|
1,698 | 1,198 | ||||||||||||||
Other
liabilities
|
914 | 1,081 | ||||||||||||||
Total
liabilities
|
8,126 | 8,440 | ||||||||||||||
Shareholders'
Equity:
|
||||||||||||||||
Common
stock (shares issued, 351; 160)
|
88 | 40 | ||||||||||||||
Additional
paid in capital
|
2,474 | 2,451 | ||||||||||||||
Net
unrealized appreciation — fixed maturities
|
$ | 140 | $ | 187 | ||||||||||||
Net
unrealized appreciation — equity securities
|
7 | 22 | ||||||||||||||
Net
unrealized depreciation — derivatives
|
(19 | ) | (15 | ) | ||||||||||||
Net
translation of foreign currencies
|
61 | 33 | ||||||||||||||
Postretirement
benefits liability adjustment
|
(138 | ) | (396 | ) | ||||||||||||
Accumulated
other comprehensive income (loss)
|
51 | (169 | ) | |||||||||||||
Retained
earnings
|
7,113 | 6,177 | ||||||||||||||
Less
treasury stock, at cost
|
(4,978 | ) | (4,169 | ) | ||||||||||||
Total
shareholders' equity
|
4,748 | 4,330 | ||||||||||||||
Total
liabilities and shareholders' equity
|
$ | 12,874 | $ | 12,770 |
For
the year ended
December
31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
Income
|
$ | 1,115 | $ | 1,155 | $ | 1,625 | ||||||
Adjustments
to reconcile net income
|
||||||||||||
to
net cash provided by operating activities:
|
||||||||||||
Equity
in income of subsidiaries
|
(1,445 | ) | (1,459 | ) | (1,481 | ) | ||||||
(Income)
loss from discontinued operations
|
5 | 4 | (349 | ) | ||||||||
Dividends
received from subsidiaries
|
1,026 | 1,745 | 1,306 | |||||||||
Other
liabilities
|
87 | 347 | (290 | ) | ||||||||
Cash
provided by operating activities of discontinued
operations
|
- | - | 222 | |||||||||
Other,
net
|
275 | (172 | ) | (68 | ) | |||||||
Net
cash provided by operating activities
|
1,063 | 1,620 | 965 | |||||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Other,
net
|
21 | (15 | ) | (9 | ) | |||||||
Net
cash provided by (used in) investing activities
|
21 | (15 | ) | (9 | ) | |||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Net
change in intercompany debt
|
(271 | ) | 787 | 327 | ||||||||
Net
proceeds on issuance of long-term debt
|
498 | 246 | - | |||||||||
Repayment
of long-term debt
|
(376 | ) | (100 | ) | - | |||||||
Issuance
of common stock
|
248 | 251 | 346 | |||||||||
Common
dividends paid
|
(11 | ) | (12 | ) | (13 | ) | ||||||
Repurchase
of common stock
|
(1,185 | ) | (2,765 | ) | (1,618 | ) | ||||||
Net
cash used in financing activities
|
(1,097 | ) | (1,593 | ) | (958 | ) | ||||||
Net
increase (decrease) in cash and cash equivalents
|
(13 | ) | 12 | (2 | ) | |||||||
Cash
and cash equivalents, beginning of year
|
13 | 1 | 3 | |||||||||
Cash
and cash equivalents, end of year
|
$ | - | $ | 13 | $ | 1 |
|
See
Notes to Condensed Financial
Statements
on pages FS–7 and
FS–8.
|
(In millions)
|
2007
|
2006
|
||||||
Short-term:
|
||||||||
Current
maturities of long-term debt
|
$ | - | $ | 376 | ||||
Total
short-term debt
|
$ | - | $ | 376 | ||||
Long-term:
|
||||||||
Uncollateralized
debt:
|
||||||||
7%
Notes due 2011
|
$ | 222 | $ | 222 | ||||
6.375%
Notes due 2011
|
226 | 226 | ||||||
5.375%
Notes due 2017
|
250 | - | ||||||
7.65%
Notes due 2023
|
100 | 100 | ||||||
8.3%
Notes due 2023
|
17 | 17 | ||||||
7.875
% Debentures due 2027
|
300 | 300 | ||||||
8.3%
Step Down Notes due 2033
|
83 | 83 | ||||||
6.15%
Notes due 2036
|
500 | 250 | ||||||
Total
long-term debt
|
$ | 1,698 | $ | 1,198 |
·
|
The
Company has arranged for bank letters of credit in support of CIGNA Global
Reinsurance Company, an indirect wholly owned subsidiary domiciled in
Bermuda, in the amount of $59 million. These letters of credit
secure the payment of insureds’ claims from run-off reinsurance
operations. The Company has agreed to indemnify the banks
providing the letters of credit in the event of any draw. As of
December 31, 2007 approximately $49 million of the letters of credit are
issued.
|
·
|
The
Company has provided a capital commitment deed in an amount up to $185
million in favor of CIGNA Global Reinsurance Company. This deed
is equal to the letters of credit securing the payment of insureds’ claims
from run-off reinsurance operations. This deed is required by
Bermuda regulators to have these letters of credit for the London run-off
reinsurance operations included as admitted
assets.
|
·
|
Various
indirect, wholly owned subsidiaries have obtained surety bonds in the
normal course of business. If there is a claim on a surety bond
and the subsidiary is unable to pay, the Company guarantees payment to the
company issuing the surety bond. The aggregate amount of such
surety bonds as of December 31, 2007 was $58
million.
|
·
|
The
Company is obligated under a $23 million letter of credit required by the
insurer of its high-deductible self-insurance programs to indemnify the
insurer for claim liabilities that fall within deductible amounts for
policy years dating back to 1994.
|
·
|
The
Company also provides solvency guarantees aggregating $34 million under
state and federal regulations in support of its indirect wholly owned
medical HMOs in several states.
|
·
|
The
Company has arranged a $150 million letter of credit in support of CIGNA
Europe Insurance Company, an indirect wholly owned
subsidiary. The Company has agreed to indemnify the banks
providing the letters of credit in the event of any draw. CIGNA
Europe Insurance Company is the holder of the letters of
credit.
|
·
|
In
addition, the Company has agreed to indemnify payment of losses included
in CIGNA Europe Insurance Company’s reserves on the assumed reinsurance
business transferred from ACE. As of December 31, 2007, the
reserve was $219 million.
|
Deferred
|
Future
policy
|
Medical
claims
|
||||||||||||||
policy
|
benefits
and
|
payable
and
|
Unearned
|
|||||||||||||
acquisition
|
contractholder
|
unpaid
|
premiums
|
|||||||||||||
Segment
|
costs
|
deposit
funds
|
claims
|
and
fees
|
||||||||||||
Year
Ended December 31, 2007:
|
||||||||||||||||
Health
Care
|
$ | 51 | $ | 533 | $ | 1,198 | $ | 75 | ||||||||
Disability
and Life
|
9 | 879 | 3,080 | 39 | ||||||||||||
International
|
682 | 912 | 230 | 331 | ||||||||||||
Run-off
Reinsurance
|
- | 875 | 452 | 1 | ||||||||||||
Other
Operations
|
74 | 13,542 | 142 | 50 | ||||||||||||
Corporate
|
- | - | - | - | ||||||||||||
Total
|
$ | 816 | $ | 16,741 | $ | 5,102 | $ | 496 | ||||||||
Year
Ended December 31, 2006:
|
||||||||||||||||
Health
Care
|
$ | 37 | $ | 617 | $ | 1,221 | $ | 79 | ||||||||
Disability
and Life
|
10 | 867 | 2,915 | 44 | ||||||||||||
International
|
579 | 809 | 204 | 334 | ||||||||||||
Run-off
Reinsurance
|
- | 890 | 746 | 1 | ||||||||||||
Other
Operations
|
81 | 14,226 | 145 | 41 | ||||||||||||
Corporate
|
- | - | - | - | ||||||||||||
Total
|
$ | 707 | $ | 17,409 | $ | 5,231 | $ | 499 | ||||||||
Year
Ended December 31, 2005:
|
||||||||||||||||
Health
Care
|
$ | 27 | $ | 794 | $ | 1,478 | $ | 97 | ||||||||
Disability
and Life
|
12 | 1,005 | 2,803 | 43 | ||||||||||||
International
|
491 | 702 | 171 | 331 | ||||||||||||
Run-off
Reinsurance
|
- | 980 | 826 | 1 | ||||||||||||
Other
Operations
|
88 | 14,685 | 136 | 43 | ||||||||||||
Corporate
|
- | - | - | - | ||||||||||||
Total
|
$ | 618 | $ | 18,166 | $ | 5,414 | $ | 515 |
Amortization
|
||||||||||||||||||
of
deferred
|
||||||||||||||||||
Net
|
policy
|
Other
|
||||||||||||||||
Premiums
|
investment
|
Benefit
|
acquisition
|
operating
|
||||||||||||||
and
fees (1)
|
income
(2)
|
expenses
(1)(3)
|
expenses
|
expenses(4)
|
||||||||||||||
$ | 10,666 | $ | 202 | $ | 7,023 | $ | 100 | $ | 4,076 | |||||||||
2,374 | 276 | 1,819 | 6 | 610 | ||||||||||||||
1,800 | 77 | 997 | 124 | 491 | ||||||||||||||
60 | 93 | (24 | ) | - | 184 | |||||||||||||
108 | 437 | 400 | 12 | 61 | ||||||||||||||
- | 29 | (16 | ) | - | 129 | |||||||||||||
$ | 15,008 | $ | 1,114 | $ | 10,199 | $ | 242 | $ | 5,551 | |||||||||
$ | 9,830 | $ | 261 | $ | 6,371 | $ | 71 | $ | 4,014 | |||||||||
2,108 | 256 | 1,578 | 6 | 630 | ||||||||||||||
1,526 | 79 | 861 | 113 | 420 | ||||||||||||||
64 | 95 | 26 | - | 54 | ||||||||||||||
113 | 467 | 441 | 12 | 78 | ||||||||||||||
- | 37 | (13 | ) | - | 154 | |||||||||||||
$ | 13,641 | $ | 1,195 | $ | 9,264 | $ | 202 | $ | 5,350 | |||||||||
$ | 10,177 | $ | 275 | $ | 6,652 | $ | 56 | $ | 3,786 | |||||||||
2,065 | 264 | 1,587 | 4 | 617 | ||||||||||||||
1,243 | 71 | 690 | 84 | 381 | ||||||||||||||
92 | 99 | 150 | - | 69 | ||||||||||||||
118 | 609 | 567 | 5 | 120 | ||||||||||||||
- | 41 | - | - | 123 | ||||||||||||||
$ | 13,695 | $ | 1,359 | $ | 9,646 | $ | 149 | $ | 5,096 |
|
(1)
|
Amounts
presented are shown net of the effects of reinsurance. See Note
8 to the Financial Statements included in CIGNA’s 2007 Annual
Report.
|
|
(2)
|
The
allocation of net investment income is based upon the investment year
method, the identification of certain portfolios with specific segments,
or a combination of both.
|
|
(3)
|
Benefit
expenses include Health Care medical claims expense and other benefit
expenses.
|
|
(4)
|
Other
operating expenses include mail order pharmacy cost of goods sold and
other operating expenses, and excludes amortization of deferred policy
acquisition expenses.
|
Gross
amount
|
Ceded
to
other
companies
|
Assumed
from
other
companies
|
Net
amount
|
Percentage
of
amount
assumed
to
net
|
||||||||||||||||
Year
Ended December 31, 2007:
|
||||||||||||||||||||
Life
insurance in force
|
$ | 376,065 | $ | 42,886 | $ | 99,281 | $ | 432,460 | 23.0 | % | ||||||||||
Premiums
and fees:
|
||||||||||||||||||||
Life
insurance and annuities
|
$ | 2,288 | $ | 280 | $ | 355 | $ | 2,363 | 15.0 | % | ||||||||||
Accident
and health insurance
|
12,782 | 181 | 44 | 12,645 | 0.3 | % | ||||||||||||||
Total
|
$ | 15,070 | $ | 461 | $ | 399 | $ | 15,008 | 2.7 | % | ||||||||||
Year
Ended December 31, 2006:
|
||||||||||||||||||||
Life
insurance in force
|
$ | 360,802 | $ | 39,375 | $ | 128,514 | $ | 449,941 | 28.6 | % | ||||||||||
Premiums
and fees:
|
||||||||||||||||||||
Life
insurance and annuities
|
$ | 2,081 | $ | 290 | $ | 403 | $ | 2,194 | 18.4 | % | ||||||||||
Accident
and health insurance
|
11,514 | 181 | 114 | 11,447 | 1.0 | % | ||||||||||||||
Total
|
$ | 13,595 | $ | 471 | $ | 517 | $ | 13,641 | 3.8 | % | ||||||||||
Year
Ended December 31, 2005:
|
||||||||||||||||||||
Life
insurance in force
|
$ | 359,698 | $ | 43,687 | $ | 134,989 | $ | 451,000 | 29.9 | % | ||||||||||
Premiums
and fees:
|
||||||||||||||||||||
Life
insurance and annuities
|
$ | 2,094 | $ | 315 | $ | 420 | $ | 2,199 | 19.1 | % | ||||||||||
Accident
and health insurance
|
11,600 | 157 | 53 | 11,496 | 0.5 | % | ||||||||||||||
Total
|
$ | 13,694 | $ | 472 | $ | 473 | $ | 13,695 | 3.5 | % |
Description
|
Balance
at
beginning
of period
|
Charged
(Credited)
to
costs
and
expenses
|
Charged
(Credited)
to
other
accounts
-describe(1)
|
Other
deductions
-describe(2)
|
Balance
at
end
of
period
|
|||||||||||||||
2007:
|
||||||||||||||||||||
Investment
asset valuation reserves:
|
||||||||||||||||||||
Commercial
mortgage loans
|
$ | - | $ | 1 | $ | - | $ | - | $ | 1 | ||||||||||
Allowance
for doubtful accounts:
|
||||||||||||||||||||
Premiums,
accounts and notes receivable
|
46 | 15 | - | (7 | ) | 54 | ||||||||||||||
Deferred
tax asset valuation allowance
|
174 | (19 | ) | - | (5 | ) | 150 | |||||||||||||
Reinsurance
recoverables
|
161 | (23 | ) | - | (111 | ) | 27 | |||||||||||||
2006:
|
||||||||||||||||||||
Investment
asset valuation reserves:
|
||||||||||||||||||||
Commercial
mortgage loans
|
$ | 2 | $ | 3 | $ | - | $ | (5 | ) | $ | - | |||||||||
Allowance
for doubtful accounts:
|
||||||||||||||||||||
Premiums,
accounts and notes receivable
|
62 | 5 | 1 | (22 | ) | 46 | ||||||||||||||
Deferred
tax asset valuation allowance
|
161 | 7 | - | 6 | 174 | |||||||||||||||
Reinsurance
recoverables
|
158 | 12 | - | (9 | ) | 161 | ||||||||||||||
2005:
|
||||||||||||||||||||
Investment
asset valuation reserves:
|
||||||||||||||||||||
Commercial
mortgage loans
|
$ | 2 | $ | 2 | $ | - | $ | (2 | ) | $ | 2 | |||||||||
Allowance
for doubtful accounts:
|
||||||||||||||||||||
Premiums,
accounts and notes receivable
|
78 | 8 | - | (24 | ) | 62 | ||||||||||||||
Deferred
tax asset valuation allowance
|
262 | (33 | ) | 16 | (84 | ) | 161 | |||||||||||||
Reinsurance
recoverables
|
193 | (9 | ) | - | (26 | ) | 158 |
(1)
|
Change
in valuation reserves attributable to policyholder
contracts.
|
(2)
|
Reflects
transfer of reserves to other investment asset categories as well as
charge-offs upon sales, repayments and other. The change in the
deferred tax valuation allowance in 2007 reflects a reserve release upon
the write-off of a portion of the underlying deferred tax asset, resulting
in no earnings impact. The change in the deferred tax asset
valuation allowance in 2006 and 2005 primarily reflects activity in
discontinued operations. The change in reinsurance recoverable
reflects settlements of underlying reinsurance
recoverables.
|
Number
|
Description
|
Method
of Filing
|
||
3.1
|
Restated
Certificate of Incorporation of the registrant as last amended July 22,
1998
|
Filed
as Exhibit 3.1 to the registrant's Form 10-K for the year ended December
31, 2003 and incorporated herein by reference.
|
||
3.2
|
By-Laws
of the registrant as last amended and restated October 26,
2006
|
Filed
as Exhibit 3 to the registrant’s Form
8-K
filed on October 30, 2006 and incorporated herein by
reference
.
|
10.1
|
Deferred
Compensation Plan for Directors of CIGNA Corporation, as amended and
restated January 1, 1997
|
Filed
as Exhibit 10.1 to the registrant’s Form 10-K for the year ended December
31, 2006 and incorporated herein by reference.
|
||
10.2
|
Deferred
Compensation Plan of 2005 for Directors of CIGNA Corporation, effective
January 1, 2005
|
|||
10.3
|
CIGNA
Restricted Share Equivalent Plan for Non-Employee Directors amended and
restated effective January 1, 2008
|
|||
10.4
|
CIGNA
Corporation Non-Employee Director Compensation Program amended and
restated effective January 1, 2008
|
|||
10.5
|
CIGNA
Corporation Stock Plan, as amended and restated through July
2000
|
Filed
as Exhibit 10.4 to the registrant’s Form 10-K for the year ended December
31, 2003 and incorporated herein by
reference.
|
10.6
|
(a)
|
CIGNA
Executive Severance Benefits Plan effective as of January 1,
1997
|
Filed
as Exhibit 10.5(a) to the registrant’s Form 10-K for the year ended
December 31, 2006 and incorporated herein by reference.
|
||
(b)
|
Amendment
No. 1 effective February 23, 2000 to the CIGNA Executive Severance
Benefits Plan
|
Filed
as Exhibit 10.5(b) to the registrant’s Form 10-K for the year ended
December 31, 2004 and incorporated herein by reference.
|
|||
10.7
|
Description
of Severance Benefits for Executives in Non-Change of Control
Circumstances
|
Filed
as Exhibit 10.6 to the registrant’s Form 10-K for the year ended December
31, 2004 and incorporated herein by
reference.
|
10.8
|
CIGNA
Executive Incentive Plan amended and restated January
1, 2008
|
10.9
|
CIGNA
Long-Term Incentive Plan amended and restated effective as of January 1,
2008
|
|||
10.10
|
Description
of Arrangement regarding Unit-based Long-Term Incentive
Compensation
|
Filed
as Exhibit 10.5 to the registrant’s Form 10-Q for the year ended September
30, 2003 and incorporated herein by reference.
|
10.11
|
CIGNA
Deferred Compensation Plan, as amended and restated October 24,
2001
|
Filed
as Exhibit 10.10 to the registrant’s Form 10-K for the year ended December
31, 2006 and incorporated herein by reference.
|
||
10.12
|
CIGNA
Deferred Compensation Plan of 2005 effective as of January 1,
2005
|
|||
10.13
|
Description
of Amendments to Executive Management Compensation
Arrangements
|
Filed
as Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended March
31, 2005 and incorporated herein by
reference.
|
10.14
|
(a)
|
CIGNA
Supplemental Pension Plan as amended and restated August 1,
1998
|
Filed
as Exhibit 10.12(a) to the registrant’s Form 10-K for the year ended
December 31, 2006 and incorporated herein by
reference.
|
(b)
|
Amendment
No. 1 to the CIGNA Supplemental Pension Plan, effective as of September 1,
1999
|
Filed
as Exhibit 10.10(b) to the registrant’s Form 10-K for the year ended
December 31, 2004 and incorporated herein by
reference.
|
(c)
|
Amendment
No. 2 dated December 6, 2000 to the CIGNA Supplemental
Pension
|
Filed
as Exhibit 10.12(c) to the registrant’s Form 10-K for the year ended
December 31, 2006 and incorporated herein by
reference.
|
10.15
|
CIGNA
Supplemental Pension Plan of 2005 effective as of January 1,
2005
|
|||
10.16
|
Description
of CIGNA Corporation Financial Services Program
|
Filed
as Exhibit 10.10 to the registrant's Form 10-K for the year ended December
31, 2003 and incorporated herein by reference.
|
||
10.17
|
Description
of Mandatory Deferral of Non-Deductible Executive Compensation
Arrangement
|
Filed as
Exhibit 10.14 to the registrant’s Form 10-K for the year ended December
31, 2006 and incorporated herein by reference.
|
||
10.18
|
Form
of Non-Compete Agreement dated December 8, 1997 with Mr.
Hanway
|
Filed
as Exhibit 10.15 to the registrant's Form 10-K for the year ended December
31, 2002 and incorporated herein by reference.
|
||
10.19
|
Special
Incentive Agreement with Mr. Hanway dated March 17,
1998
|
Filed
as Exhibit 10.19 to the registrant's Form 10-K for the period ended
December 31, 2002 and incorporated herein by
reference.
|
10.20
|
Schedule
regarding Amended Deferred Stock Unit Agreements effective July 26, 2006
with Messrs. Hanway, Bell and Murabito and Form of Deferred Stock Unit
Agreement
|
Filed
as Exhibit 10.1 to the registrant's Form 10-Q for the quarter ended June
30, 2006 and incorporated herein by
reference.
|
10.21
|
Agreement
and Release dated May 1, 2007 with Mr. Storrer
|
Filed
as Exhibit 10.2 to the registrant’s Form 10-Q for the period ended June
30, 2007.
|
10.22
|
Form
of CIGNA Long-Term Incentive Plan: Nonqualified Stock Option and Grant
Letter
|
|||
10.23
|
Asset
and Stock Purchase Agreement between Great-West Life & Annuity
Insurance Company, et al and Connecticut General Life Insurance
Company
|
12
|
Computation
of Ratios of Earnings to Fixed Charges
|
|||
21
|
Subsidiaries
of the Registrant
|
|||
23
|
Consent
of Independent Registered Public Accounting Firm
|
24.1
|
Powers
of Attorney
|
Filed
as Exhibit 24.1 to the registrant’s Post-Effective Amendment No. 1 to Form
S-8 Registration Statement Under the Securities Act of 1933 dated August
3, 2007 and incorporated herein by reference.
|
||
31.1
|
Certification
of Chief Executive Officer of CIGNA Corporation pursuant to Rule 13a-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
|||
31.2
|
Certification
of Chief Financial Officer of CIGNA Corporation pursuant to Rule 13a-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934
|
|||
32.1
|
Certification
of Chief Executive Officer of CIGNA Corporation pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350
|
|||
32.2
|
Certification
of Chief Financial Officer of CIGNA Corporation pursuant to Rule 13a-14(b)
or Rule 15d-14(b) and 18 U.S.C. Section 1350
|
2.01
|
“Affiliate”
-- the
meaning set forth in Rule 12b-2 promulgated under the Exchange
Act.
|
2.02 | “Beneficial Owner” and “Beneficially Owned” -- the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. |
2.03
|
“Board”
-- the Company’s
Board of Directors.
|
2.04
|
“Change of Control”
--
any of the following:
|
(a)
|
A
corporation, person or group acting in concert, as described in Exchange
Act Section 14(d)(2), holds or acquires beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act of a number of
preferred or common shares of the Company having 25% or more of the
combined voting power of the Company’s then outstanding securities;
or
|
(b)
|
There
is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other
than:
|
(i)
|
a
merger or consolidation immediately following which the individuals who
constituted the Board immediately prior thereto constitute at least a
majority of the board of
|
directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or |
(ii)
|
a
merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
(not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates)
representing 25% or more of the combined voting power of the Company's
then outstanding securities;
|
(c)
|
A
change occurs in the composition of the Board at any time during any
consecutive 24-month period such that the Continuity Directors cease for
any reason to constitute a majority of the Board. For purposes
of the preceding sentence “Continuity Directors” shall mean those members
of the Board who either: (1) were directors at the beginning of such
consecutive 24-month period; or (2) were elected by, or on nomination or
recommendation of, at least a majority of the Board (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company);
or
|
(d)
|
The
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the
sale or disposition by the Company of all or substantially all of the
Company’s assets, other than a sale or disposition by the Company of all
or substantially all of the Company’s assets immediately following which
the individuals who constituted the Board immediately prior thereto
constitute at least a majority of the board of directors of the entity to
which such assets are sold or disposed or any parent
thereof.
|
2.05 | “Committee” -- the Corporate Governance Committee of the Board or any successor committee with responsibility for compensation of directors. |
2.06
|
“Common Stock” -- the common stock, par value $0.25 per share, of CIGNA Corporation. |
2.07
|
“Company”
-- CIGNA
Corporation.
|
2.08 | “Disability” -- a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code. |
(a)
|
Except
as otherwise provided in Section 3.06, the Eligible Director shall not be
entitled to the payment of the Restricted Share Equivalents until the date
provided in Section 3.05;
|
(b)
|
None
of the Restricted Share Equivalents may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of;
and
|
(c)
|
All
of the Restricted Share Equivalents shall be forfeited, and all rights of
the Eligible Director to such Restricted Share Equivalents shall terminate
without further obligation on the part of the Company, upon the Eligible
Director’s ceasing to be a director of the Company before the date the
Restricted Share Equivalents vest.
|
(a)
|
The
Restricted Share Equivalents granted to an Eligible Director shall vest on
the later of:
|
|
(1)
|
Six
months after the date of grant; or
|
|
(2)
|
The
earliest of:
|
|
(A)
|
The
Eligible Director's ninth anniversary of continuous service as a director
of the Company;
|
|
(B)
|
The
Eligible Director's attainment of age
65;
|
|
(C)
|
The
Eligible Director's Disability;
|
|
(D)
|
The
Eligible Director's death; or
|
|
(E)
|
The
occurrence of a Change of Control.
|
(b)
|
If
an Eligible Director’s resignation is accepted because he or she failed to
receive the required majority vote for reelection and his or her
Restricted Share Equivalents have not yet vested pursuant to Section
3.04(a), then a pro-rated portion of the Eligible Director’s Restricted
Share Equivalents shall automatically vest effective as of the date of
such resignation, with the portion to vest determined by multiplying
13,500 (adjusted as needed after June 4, 2007 in accordance with Section
4.01) by the following fraction: the number of complete months the
Eligible Director performed continuous service as a director of the
Company divided by 108. Any resulting fractional Restricted
Share Equivalent shall be
eliminated.
|
(c)
|
If
an Eligible Director ceases to be a director of the Company before the
vesting of Restricted Share Equivalents pursuant to Section 3.04(a) or
(b), the Eligible Director shall immediately forfeit all unvested
Restricted Share Equivalents, except to the extent a majority of the other
members of the Board approves their
vesting.
|
·
|
Basic Group-Term Life
Insurance coverage.
Each Director is provided coverage
in the amount of the annual Board
retainer.
|
·
|
Travel Accident Insurance
coverage.
Each Director is provided coverage in the amount of three
times the annual Board retainer.
|
·
|
Financial Planning.
Directors may use the financial planning services available to CIGNA
executive officers. Any reimbursements paid to Directors
under this
|
program shall be paid on or before March 15 of the year after the year the expense is incurred. |
·
|
Insurance.
Directors
may purchase or participate, on an after-tax basis, in life insurance,
medical/dental care programs, long-term care, property/casualty personal
lines and various other insurance programs available to CIGNA
employees.
|
·
|
Matching Gifts.
Directors may participate in the matching charitable gift program
available to CIGNA employees, under which up to $5,000 annually may be
matched.
|
·
|
Directors
serving on January 1, 2006 are eligible, upon separation from service
after nine years of service, to participate on an after-tax basis in
medical/dental care programs available to retired employees for two years
and to use the financial planning services available to active Directors
(up to $5,000) for one year following separation from
service. These Directors are also provided $10,000 basic group
term life insurance coverage for
life.
|
·
|
Directors
who retired from service in 2005 are eligible to use the financial
planning services available to active Directors for five years following
separation from service, to participate for life in retiree medical/dental
care programs on an after-tax basis and are provided $10,000 basic group
term life insurance coverage for
life.
|
·
|
All
Directors may, at their own expense and if otherwise eligible, also
continue life insurance, long-term care insurance and property/casualty
personal lines insurance pursuant to the terms of the applicable
policies.
|
2.1
|
“Award”
means the
incentive compensation determined by the Committee under Section 4.3 of
the Plan.
|
2.2
|
“Board”
means the CIGNA
board of directors.
|
2.3
|
“CIGNA”
means CIGNA
Corporation, a Delaware corporation, or any
successor.
|
2.4
|
“CIGNA LTIP”
means the
CIGNA Long-Term Incentive Plan, or any successor plan under which grants
of Common Stock are authorized.
|
2.5
|
“Code”
means the
Internal Revenue Code of 1986, as
amended.
|
2.6
|
“Committee”
means the
People Resources Committee of the Board or any successor committee with
responsibility for employee compensation, or any subcommittee, as long as
the number of Committee members and their qualifications shall at all
times be sufficient to meet the requirements for “outside directors” under
Section 162(m), as in effect from time to
time.
|
2.7
|
“Common Stock”
means
CIGNA common stock other than Restricted
Stock.
|
2.8
|
“Company”
means CIGNA
and/or its Subsidiaries.
|
2.9
|
“Deferred Compensation
Plan”
means the CIGNA Deferred Compensation Plan of 2005, a similar
or successor plan, or other arrangement for the deferral of compensation
specified by the Committee that satisfies the requirements of Section
409A.
|
2.10
|
“Disability”
means
permanent and total disability as defined in Code Section
22(e)(3).
|
2.11
|
“Employer”
means the
Company that employs a Participant during a Performance
Period.
|
2.12
|
“Executive Officer”
means any Company employee who is an “executive officer” as defined in
Rule 3b-7 promulgated under the Securities Exchange Act of
1934.
|
2.13
|
“Participant”
means an
employee described in Article 3 of the
Plan.
|
2.14
|
"Peer Group"
means a
group of companies, selected by the Committee, whose financial performance
is compared to CIGNA Corporation’s.
|
2.15
|
"Performance Measures"
means the measures to be used to assess the Company’s performance
with respect to Awards under the Plan. The measures shall be
one or more of the following: earnings (total or per share); net income
(total or per share); growth in net income (total or per share); income
from selected businesses (total or per share); growth in net income or
income from selected businesses (total or per share); pre-tax income or
growth in pre-tax income; profit margins; revenues; revenue growth;
premiums and fees; growth in premiums and fees; membership; membership
growth; market share; change in market share; book value; total
shareholder return; stock price; change in stock price; market
capitalization; change in market capitalization; return on market value;
shareholder equity (total or per share); return on equity; assets; return
on assets; capital; return on capital; economic value added; market value
added; cash flow; change in cash flow; expense ratios or other expense
management measures; medical loss ratio; ratio of claims or loss costs to
revenues; satisfaction – customer, provider, or employee; service quality;
productivity ratios or other measures of operating efficiency; and
accuracy of claim processing or other measures of operational
effectiveness. The Committee may specify any reasonable
definition of the measures it uses. Such definitions may
provide for reasonable adjustments to the measures and may include or
exclude items, including but not limited to: realized
investment gains and losses; special items identified in the company’s
reporting; extraordinary, unusual or non-recurring items; effects of
accounting changes, currency fluctuations, acquisitions, divestitures,
reserve strengthening, or financing activities; expenses for restructuring
or productivity initiatives; and other non-operating
items.
|
2.16
|
"Performance Objectives"
means the written objective performance goals applicable to
performance conditions for Awards under the Plan. To the extent
required by Code Section 162(m), the Performance Objectives shall be
stated in terms of one or more
|
Performance Measures. Performance Objectives may be for the Company as a whole, for one or more of its subsidiaries, business units, lines of business or for any combination of the foregoing and may be absolute or may require comparing the Company's financial performance to that of a Peer Group or of a specified index or indices, or be based on a combination of the foregoing. |
2.17
|
“Performance Period”
means the period for which an Award may be made. Unless
otherwise specified by the Committee, the Performance Period shall be a
calendar year.
|
2.18
|
“Plan”
means the CIGNA
Executive Incentive Plan (Amended and Restated as of January 1, 2008), as
it may be amended from time to time. This Plan is deemed to be
a Qualifying Plan under Section 9.1 of the CIGNA
LTIP.
|
2.19
|
“Restricted Stock”
means
CIGNA common stock that is subject to restrictions on sale, transfer, or
other alienation for a period specified by the
Committee.
|
2.20
|
“Retirement”
means a
Termination of Employment, after appropriate notice to the Company, (a) on
or after age 65 with eligibility for immediate annuity benefits under a
qualified pension or retirement plan of the Company, or (b) upon such
terms and conditions approved by the Committee, or officers of the Company
designated by the Board or the
Committee.
|
2.21
|
“SEC”
means the
Securities and Exchange Commission.
|
2.22
|
“Section 162(m)”
means
Code Section 162(m).
|
2.23
|
“Section 409A”
means
Code Section 409A.
|
2.24
|
“Subsidiary”
means any
corporation of which more than 50% of the total combined voting power of
all classes of stock entitled to vote, or other equity interest, is
directly or indirectly owned by CIGNA; or a partnership, joint venture or
other unincorporated entity of which more than a 50% interest in the
capital, equity or profits is directly or indirectly owned by CIGNA;
provided that such corporation, partnership, joint venture or other
unincorporated entity is included in the Company’s consolidated financial
statements under generally accepted accounting
principles.
|
2.25
|
“Termination of
Employment”
means (a) the termination of the Participant's active
employment relationship with the Company, unless otherwise expressly
provided by the Committee, or (b) the occurrence of a transaction by which
the Participant's employing Company ceases to be a
Subsidiary.
|
(a)
|
Payment
of an Award in the form of cash or Common Stock shall be made on or before
March 15, but no earlier than January 1, of the calendar year following
the close of the Performance Period. CIGNA Corporation shall
issue and deposit any Award in the form of Common Stock into the stock
account maintained for the Participant under the CIGNA
LTIP.
|
(c)
|
The
Participant may, in accordance with Section 409A, voluntarily defer
receipt of an Award in the form of cash or Common Stock under the terms of
the Deferred Compensation Plan. Any interest rate or
hypothetical investment return credited on a voluntarily deferred Award
shall be one that will produce a rate of return not considered to be an
impermissible increase in compensation under Section
162(m).
|
(d)
|
The
Employer shall have the right to deduct from any cash Award any applicable
Federal, state and local income and employment taxes and any other amounts
that the Employer is required to deduct. Deductions from an
Award in the form of Common Stock shall be governed by Section 15.6 of the
CIGNA LTIP and the terms of the
Award.
|
(a)
|
Except
as otherwise provided in this Section 4.5, a Participant shall be eligible
to receive an Award for a Performance Period only if the Participant is
employed by the Company continuously from the beginning of the Performance
Period to the date of payment of the
Award.
|
(b)
|
Under
paragraph 4.5(a), a leave of absence that lasts less than three months and
that is approved in accordance with applicable Company policies is not a
break in continuous employment. In the case of a leave of
absence of three months or longer, the Committee shall determine whether
the leave of absence constitutes a break in continuous
employment.
|
(c)
|
If
a Participant’s Termination of Employment occurs after the end of a
Performance Period but before the Committee makes an Award under Section
4.3, and the Termination of Employment is on account of Retirement, death
or Disability, the Committee shall determine whether to make such an Award
to or on behalf of the Participant.
|
(a)
|
Provide
key employees of the Company with an opportunity to acquire an equity
interest in CIGNA Corporation, thereby increasing their personal interest
in its continued success and
progress;
|
(b)
|
Aid
the Company in attracting and retaining employees of exceptional
ability;
|
(c)
|
Supplement
and balance the Company's salary and incentive bonus programs in support
of CIGNA Corporation's long-term strategic plans and financial
results;
|
(d)
|
Encourage
decisions and actions by Company executives that are consistent with the
long-range interests of CIGNA Corporation's
shareholders.
|
2.1
|
"Affiliate"
-- the
meaning set forth in Rule 12b-2 promulgated under the Exchange
Act.
|
2.2
|
"Beneficial Owner"
and
"Beneficially
Owned"
-- the meaning set forth in Rule 13d-3 promulgated under the
Exchange Act.
|
2.3
|
"Board"
-- the board of
directors of CIGNA Corporation or any duly authorized committee of that
board.
|
2.4
|
"CEO"
-- the Chief
Executive Officer of CIGNA
Corporation.
|
|
(a)
|
A
corporation, person or group acting in concert, as described in Exchange
Act Section 14(d)(2), holds or acquires beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act of a number of
preferred or common shares of CIGNA Corporation having 25% or more of the
combined voting power of CIGNA Corporation's then outstanding securities;
or
|
|
(b)
|
There
is consummated a merger or consolidation of CIGNA Corporation
or any direct or
indirect subsidiary of CIGNA Corporation
with any other
corporation, other than
|
(i)
|
a
merger or consolidation immediately following which the individuals who
constituted the Board of Directors immediately prior thereto constitute at
least a majority of the board of directors of the entity surviving such
merger or consolidation or the ultimate parent thereof,
or
|
(ii)
|
a
merger or consolidation effected to implement a recapitalization of CIGNA
Corporation
(or
similar transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of CIGNA Corporation
(not including in
the securities Beneficially Owned by such Person any securities acquired
directly from CIGNA Corporation
or its Affiliates)
representing 25% or more of the combined voting power of CIGNA
Corporation’s
then outstanding
securities; or
|
|
(c)
|
A
change occurs in the composition of the Board at any time during any
consecutive 24-month period such that the Continuity Directors cease for
any reason to constitute a majority of the Board. For purposes
of the preceding sentence "Continuity Directors" shall mean those members
of the Board who either: (1) were directors at the beginning of such
consecutive 24-month period; or (2) were elected by, or on nomination or
recommendation of, at least a majority of the Board (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of CIGNA Corporation);
or
|
|
(d)
|
The
shareholders of CIGNA Corporation
approve a plan of
complete liquidation or dissolution of CIGNA Corporation
or there is
consummated an agreement for the sale or disposition by CIGNA
Corporation
of
all or substantially all of CIGNA Corporation’s
assets, other than a
sale or disposition by CIGNA Corporation
of all or
substantially all of CIGNA Corporation's assets immediately following
which the individuals who constituted the Board immediately prior thereto
constitute at least a majority of the board of directors of the entity to
which such assets are sold or disposed or any parent
thereof.
|
2.6
|
"Code"
-- the Internal
Revenue Code of 1986, as amended.
|
2.7
|
"Committee"
-- the
Board's People Resources Committee or any successor committee with
responsibility for compensation.
|
2.8
|
"Common Stock"
-- the
common stock, par value $0.25 per share, of CIGNA
Corporation.
|
2.9
|
"Company"
-- CIGNA
Corporation, a Delaware corporation, and/or its
Subsidiaries.
|
2.10
|
"Deferred Compensation
Plan"
-- a Company deferred compensation plan, or another
arrangement of the Company which has been designated by the Committee as a
"Deferred Compensation Plan" for purposes of this
Plan.
|
2.11
|
"Disability"
--
permanent and total disability as defined in Code Section
22(e)(3).
|
2.12
|
"Early Retirement"
-- a
Termination of Employment, after appropriate notice to the Company, (a) on
or after a Participant has reached age 55 (but not age 65) and attained at
least five years of service (as determined under the rules for counting
vesting service under the CIGNA Pension Plan), or (b) upon such terms and
conditions approved by the Committee or officers of the Company designated
by the Board or the Committee.
|
2.13
|
"Eligible Employee"
-- a
salaried officer or other key employee of the
Company.
|
2.14
|
"Exchange Act"
-- the
Securities Exchange Act of 1934, as
amended.
|
2.15
|
"Expiration Date"
-- the
last date, specified in an Option or SAR grant, on which an Option or SAR
may be exercised.
|
2.16
|
"Fair Market Value"
--
the average of the highest and lowest quoted selling prices as reported on
the Composite Tape (or any successor method of publishing stock prices) as
of 4:00 p.m. Eastern time (or such other time as trading on the New York
Stock Exchange may close) on the date as of which any determination of
stock value is made. If the Composite Tape (or any successor
publication) is not published on that date, the determination will be made
on the next preceding date of publication. In the absence of
reported Common Stock sales, the Committee will determine Fair Market
Value by taking into account all facts and circumstances the Committee
deems relevant, subject to the requirements of Code Section
409A.
|
2.17
|
"Incentive Stock Option"
-- an Option described by Code Section
422(b).
|
2.18
|
"Nonqualified Option"
--
an Option that is not an Incentive Stock
Option.
|
2.19
|
"Option"
-- a right
granted under Article 5 to purchase one or more shares of Common
Stock.
|
2.20
|
"Participant"
-- an
Eligible Employee who has received an award under the
Plan.
|
2.21
|
"Payment"
-- the
compensation due a Participant, or Participant's estate, under Article 10
of the Plan on account of a grant of Performance Shares or
Units.
|
2.22
|
"Payment Date"
-- the
date that a Qualifying Plan payment is made (or would have been made if
not deferred under Section 9.3).
|
2.23
|
"Peer Group"
-- a group
of companies, selected by the Committee, whose financial performance is
compared to CIGNA Corporation’s.
|
2.24
|
"Performance Measures"
-- the measures to be used to assess the Company’s performance with
respect to Restricted Stock subject to performance conditions, Strategic
Performance Units and Strategic Performance Shares. The
measures shall be one or more of the following: earnings (total or per
share); net income (total or per share); growth in net income (total or
per share); income from selected businesses (total or per share); growth
in net income or income from selected businesses (total or per share);
pre-tax income or growth in pre-tax income; profit margins; revenues;
revenue growth; premiums and fees; growth in premiums and fees;
membership; membership growth; market share; change in market share; book
value; total shareholder return; stock price; change in stock price;
market capitalization; change in market capitalization; return on market
value; shareholder equity (total or per share); return on equity; assets;
return on assets; capital; return on capital; economic value added; market
value added; cash flow; change in cash flow; expense ratios or other
expense management measures; medical loss ratio; ratio of claims or loss
costs to revenues; satisfaction – customer, provider, or employee; service
quality; productivity ratios or other measures of operating efficiency;
and accuracy of claim processing or other measures of operational
effectiveness. The Committee may specify any reasonable
definition of the measures it uses. Such definitions may
provide for reasonable adjustments to the measures and may include or
exclude items, including but not limited to: realized
investment gains and losses; special items identified in the company’s
reporting; extraordinary, unusual or non-recurring items; effects of
accounting changes, currency fluctuations, acquisitions, divestitures,
reserve strengthening, or financing activities; expenses for restructuring
or productivity initiatives; and other non-operating
items.
|
2.25
|
"Performance Objectives"
-- the written objective performance goals applicable to performance
conditions for Restricted Stock granted under Section 7.3 or Strategic
Performance Shares or Strategic Performance Units granted under Section
10.1. To the extent required by Code Section 162(m), the
Performance Objectives shall be stated in terms of one or more Performance
Measures. Performance Objectives may be for the Company as a
whole, for one or more of its subsidiaries, business units, lines of
business or for any combination of the foregoing and may be absolute or
may require comparing the Company's financial performance to that of a
Peer Group or of a specified index or indices, or be based on a
combination of the foregoing.
|
2.26
|
"Performance Period"
--
the period, specified by the Committee, during which Performance
Objectives applicable to Strategic Performance Shares or
Strategic
Performance
Units are
measured.
|
2.27
|
"Person"
-- the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include
(a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other
fiduciary holding securities under an employee benefit plan of CIGNA
Corporation or any of its Affiliates, (c) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (d) a
corporation owned, directly or indirectly, by the stockholders of CIGNA
Corporation in substantially the same proportions as their ownership of
stock of CIGNA Corporation.
|
2.28
|
"Plan"
-- the CIGNA
Long-Term Incentive Plan.
|
2.29
|
"Prior Plan"
-- the
CIGNA Long-Term Incentive Plan as restated effective January 1, 2000 and
as amended through July 2004.
|
2.30
|
"Qualifying Plan"
-- any
Company bonus plan, short-term or long-term incentive compensation plan,
any other incentive compensation arrangement or any supplemental
retirement benefit plan that is not tax qualified under the
Code.
|
2.31
|
"Restricted Period"
--
the period during which Common Stock is subject to restrictions under
Section 7.2.
|
2.32
|
"Restricted Stock"
--
Common Stock granted under Article 7 that remains subject to a Restricted
Period.
|
2.33
|
"Retirement"
-- a
Participant’s Termination of Employment, after appropriate notice to the
Company, on or after a Participant has reached age 65 and attained at
least five years of service (as determined under the rules for counting
vesting service under the CIGNA Pension Plan) or upon such other terms and
conditions approved by the Committee, or officers of the Company
designated by the Board or the
Committee.
|
2.34
|
"SAR"
-- a stock
appreciation right granted under Article
6.
|
2.35
|
"SEC"
-- the Securities
and Exchange Commission.
|
2.36
|
"Strategic Performance
Share"
or
"Performance Share"
--
an amount of incentive opportunity available for award to a Participant
for a specified Performance Period, with a value equal to the Fair Market
Value of one share of Common Stock.
|
2.37
|
"Strategic Performance
Unit"
or
"Unit"
-- the smallest amount of incentive opportunity available for award
to a Participant for a specified Performance Period, with a target value
of $75.00 per Unit unless a different target value is established by the
Committee at the time a Unit award is
made.
|
2.38
|
"Subsidiary"
-- any
corporation of which more than 50% of the total combined voting power of
all classes of stock entitled to vote, or other equity interest, is
directly or indirectly owned by CIGNA Corporation; or a partnership, joint
venture or other unincorporated entity of which more than a 50% interest
in the capital, equity or profits is directly or indirectly owned by CIGNA
Corporation; provided that such corporation, partnership, joint venture or
other unincorporated entity is included in the Company’s consolidated
financial statements under generally accepted accounting
principles.
|
2.39
|
"Termination for Cause"
-- a Termination of Employment initiated by the Company on account of the
conviction of an employee of a felony involving fraud or dishonesty
directed against the Company.
|
2.40
|
"Termination of
Employment"
-- the termination of the Participant's employment
relationship with the Company (unless otherwise expressly provided by the
Committee) or a transaction by which the Participant's employing Company
ceases to be a Subsidiary.
|
2.41
|
"Termination Upon a Change of
Control"
-- a Termination of Employment upon or within two years
after a Change of Control (a) initiated by the Company or a successor
other than a Termination for Cause or (b) initiated by a Participant after
determining in the Participant’s reasonable judgment that there has been a
material reduction in the Participant’s authority, duties or
responsibilities, any reduction in the Participant’s compensation, or any
change caused by the Company in the Participant’s office location of more
than 35 miles from its location on the date of the Change of
Control.
|
2.42
|
"Vesting Percentage"
--
the ratio, determined by the Committee, of Performance Shares payable
under Section 10.3 to Performance Shares granted under Section
10.1.
|
(a)
|
The
CEO may not grant any awards to or for the benefit of (1) members of the
Board or (2) anyone subject to the requirements of Exchange Act Section
16(a);
|
(b)
|
The
CEO must be a member of the Board when the CEO grants any award under the
Plan and must be properly empowered by the Board to grant such award;
and
|
(c)
|
The
total number of shares of Common Stock which may be issued pursuant to
awards granted under this Section 4.3 is limited to a maximum of 10% of
the number of shares of Common Stock authorized to be issued under the
Plan.
|
5.5
|
Expiration of
Options.
|
(a)
|
Except
as provided elsewhere in Section 5.5, any outstanding Option held by a
Participant at Termination of Employment shall expire on the date of
Termination of Employment.
|
(b)
|
Any
outstanding Option held by a Participant at Termination Upon a Change of
Control shall:
|
(1)
|
Become
exercisable no later than the date of the Participant’s Termination of
Employment to the extent not already exercisable;
and
|
(2)
|
Expire
on the earlier of 3 months from the date of Termination of Employment or
the Expiration Date.
|
(c)
|
Any
outstanding Option held by a Participant at Termination of Employment due
to death, Disability, Early Retirement or Retirement shall become or
remain exercisable in accordance with the terms and conditions established
by the Committee at the time of
grant.
|
(a)
|
Cancel
a previously granted Option and grant a replacement Option if the new
Option exercise price is lower than that of the canceled
Option;
|
(b)
|
Provide
for any automatic grant of a new Option upon a Participant’s exercise of
any Option granted under the Plan;
or
|
(c)
|
Amend
an Option to lower the Option exercise price, except for adjustments
required or otherwise made under Article 12, or take any other action that
could constitute a repricing.
|
(a)
|
Incentive
Stock Options may be granted only to Eligible Employees who are employed
by CIGNA Corporation or a corporation that is either a direct Subsidiary
or an indirect Subsidiary through an unbroken chain of
corporations.
|
(b)
|
No
Incentive Stock Option may be granted after December 31,
2014.
|
(c)
|
No
Incentive Stock Option may be granted to any person who, at the time of
grant, owns (or is deemed to own under Code Section 424(d)) shares of
outstanding Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of CIGNA Corporation or a Subsidiary,
unless the Option exercise price is at least 110% of the Fair Market Value
on the grant date of the stock subject to the Option and the Option by its
terms is not exercisable after the expiration of five years after the
Option grant date.
|
(d)
|
To
the extent that the aggregate Fair Market Value of stock with respect to
which the Incentive Stock Options first become exercisable by a
Participant in any calendar year exceeds $100,000 (taking into account
both Common Stock subject to the Incentive Stock Options under this Plan
and stock subject to Incentive Stock Options under all other Company
plans, if any), such Options shall be treated as Nonqualified
Options. For this purpose the Fair Market Value of the stock
subject to Options shall be determined as of the date the Options were
awarded. In reducing the number of options treated as Incentive
Stock Options to meet the $100,000 limit, the most recently granted
Options shall be reduced first. To the extent a reduction of
simultaneously granted Options is necessary to meet the $100,000 limit,
the Committee may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares
acquired pursuant to the exercise of an Incentive Stock
Option.
|
(e)
|
Any
grant of Incentive Stock Options shall include whatever terms and
conditions are required to meet the requirements of Code Section
422.
|
(a)
|
Total
number of shares subject to the SAR that the Participant designates for
SAR exercise, up to the maximum number available for exercise as of the
SAR exercise date;
|
(b)
|
Excess
of (1) the Fair Market Value of a share of Common Stock on the SAR
exercise date over (2) the Fair Market Value of a share of Common Stock on
the grant date of the SAR; and
|
(c)
|
Fair
Market Value of a share of Common Stock on the SAR exercise
date.
|
6.5
|
Expiration of
SARs.
|
(a)
|
Except
as provided elsewhere in Section 6.5, any outstanding SAR held by a
Participant at Termination of Employment shall expire on the date of
Termination of Employment.
|
(b)
|
Any
outstanding SAR held by a Participant at Termination Upon a Change of
Control shall:
|
|
(1)
|
Become
exercisable no later than the date of the Participant’s Termination of
Employment to the extent not already exercisable;
and
|
|
(2)
|
Expire
on the earlier of 3 months from the date of Termination of Employment or
the SAR Expiration Date.
|
(c)
|
Any
outstanding SAR held by a Participant at Termination of Employment due to
death, Disability, Early Retirement or Retirement shall become or remain
exercisable in accordance with the terms and conditions established by the
Committee at the time of grant.
|
(a)
|
Cancel
a previously granted SAR and grant a replacement SAR if the Fair Market
Value on date of grant of the new SAR is lower than the Fair Market Value
on date of grant of the canceled
SAR;
|
(b)
|
Provide
for any automatic grant of a new SAR upon a Participant’s exercise of any
SAR granted under the Plan; or
|
(c)
|
Amend
a SAR to lower the SAR exercise price, except for adjustments required or
otherwise made under Article 12, or take any other action that could
constitute a repricing.
|
(a)
|
Restricted
Stock may automatically be forfeited to the Company at the end of the
Restricted Period unless, and to the extent that, the Company meets
specified Performance Objectives;
or
|
(b)
|
The
Restricted Period applicable to Restricted Stock may end earlier if, and
to the extent that, the Company meets specified Performance
Objectives.
|
(a)
|
Except
as provided below, Restricted Stock (and all related rights) held by a
Participant at Termination of Employment during a Restricted Period shall
be forfeited to the Company immediately upon Termination of Employment
(unless otherwise expressly provided by the
Committee).
|
(b)
|
If
a Participant's Termination of Employment during a Restricted Period is
due to Early Retirement or Retirement, the Committee or its designee (in
the sole discretion of either) may provide before the Participant's
Termination of Employment that the Restricted Period applicable to any
Restricted Stock held by the Participant shall lapse immediately upon the
Participant's Termination of
Employment.
|
(c)
|
If
a Participant’s Termination of Employment during a Restricted Period is a
Termination Upon a Change of Control or is due to death or Disability, the
Restricted Period applicable to any Restricted Stock held by the
Participant shall lapse immediately on date of Termination of
Employment.
|
(a)
|
The
Committee may in its sole discretion grant Strategic Performance Shares,
Strategic Performance Units or both to Eligible Employees selected for
participation for a Performance
Period.
|
(b)
|
The
Committee, the CEO or the CEO’s designee may grant Strategic Performance
Shares (subject to the requirements of Delaware law), Strategic
Performance Units, or both to a person who becomes an Eligible Employee
during a Performance Period as long as any such
grant
made by the CEO or the CEO’s designee is (1) in accordance with guidelines
approved by the Committee or (2) subject to ratification by the Committee
before any resulting Payment is
made.
|
(c)
|
During
any calendar year an Eligible Employee may receive no more than 100,000
Performance Shares (before adjustment for the 3-for-1 stock split
effective June 4, 2007) or 100,000 Units, or a combination of 100,000
Performance Shares (before adjustment the 3-for-1 stock split effective
June 4, 2007) and Units. After adjustment for the 3-for-1 stock
split effective June 4, 2007, (1) the maximum number of Performance Shares
that an Eligible Employee may receive during any calendar year is 300,000,
and (2) when an Eligible Employee receives a combination of Performance
Shares and Units, each Unit awarded shall reduce the maximum number of
awardable Performance Shares by three and every three Performance Shares
awarded shall reduce the maximum number of awardable Units by
one. For example, if an Eligible Employee is awarded 50,000
Units in a calendar year, the maximum number of awardable Performance
Shares the Eligible Employee could receive for that year is
150,000.
|
(a)
|
Establish
in writing the Performance Objectives and the Performance Measures
applicable to the Performance
Period;
|
(b)
|
Determine
the length of the Performance Period and, if the Performance Objectives
require comparing the Company's financial results to those of a Peer
Group, the composition of the Peer Group;
and
|
(c)
|
Determine
the formula or method for determining the Vesting Percentage for
Performance Shares and the value of
Units.
|
(a)
|
After
the Committee has determined the Vesting Percentage or Unit value for a
Performance Period and subject to Sections 10.5 and 10.6, the Company
shall make Payments to Participants to whom Performance Shares or Units
were granted for the Performance
Period.
|
(b)
|
Payment
to a Participant for a grant of Performance Shares shall equal (1) the
number of Performance Shares granted to the Participant multiplied by (2)
the Vesting Percentage determined under Section 10.3. This
product shall be multiplied by the Fair Market Value of Common Stock on
the date the Committee determines the Vesting Percentage, to the extent
the Committee provides for payment of Performance Shares in
cash.
|
(c)
|
Payment
to a Participant for a grant of Units shall equal the number of Units
granted to the Participant multiplied by the Unit value determined under
Section 10.3.
|
(d)
|
Notwithstanding
the above, the Committee in its sole discretion may reduce the amount of
any Payment to any Participant or eliminate entirely the Payment to any
Participant. The Committee's authority under this Section
10.4(d) shall expire immediately upon a Change of
Control.
|
(a)
|
Except
as described in Section 10.5(b), (c) and (d), a Participant shall be
eligible to receive a Payment for a Performance Period under Section 10.4
only if the Participant has been employed by the Company continuously from
the date of Participant's grant of Performance Shares and/or Units through
the date of Payment.
|
(b)
|
For
the purposes of this Section 10.5, a leave of absence of less than three
months' duration with the approval of the Company is not considered to be
a break in continuous employment. In the case of a leave of
absence of three months or longer, the Committee shall determine whether
or not the leave of absence constitutes a break in continuous employment
for purposes of a Payment.
|
(c)
|
If
the employment of a Participant is terminated by reason of Early
Retirement, Retirement, death or Disability after receipt of a Performance
Share or Unit grant, but before the related Payment is made, the Committee
or its designee shall determine whether a Payment under Section 10.4 shall
be made to or on behalf of such Participant, and whether the Payment, if
made, shall be in full or prorated based on factors determined in the sole
discretion of the Committee or its designee. Any such Payment
shall be made to the Participant or the Participant's estate in accordance
with Section 10.6.
|
(d)
|
In
the event of a Participant’s Termination Upon a Change of Control, all of
the Participant’s outstanding Performance Share and Units as of the date
of the Participant’s Termination Upon a Change of Control shall be paid in
accordance with Section 10.6.
|
(e)
|
In
the case of Units described in Section 10.5(d), the value of each Unit
shall be the greatest of:
|
|
(1)
|
The
Unit target value;
|
|
(2)
|
The
highest value established by the Committee for any Unit Payments made to
any Participants during the twelve-month period immediately preceding the
date of Participant's Termination Upon a Change of Control;
or
|
|
(3)
|
The
average of the highest values established by the Committee for the last
two Unit Payments made to any Participants before the Participant's
Termination Upon a Change of
Control.
|
(f)
|
In
the case of Performance Shares described in Section 10.5(d), the
applicable Vesting Percentage shall be the greatest
of:
|
|
(1)
|
100%;
|
|
(2)
|
The
Vesting Percentage for the Performance Period that ended immediately
before the Participant’s Termination Upon a Change of Control;
or
|
|
(3)
|
The
average of the Vesting Percentages established by the Committee for the
last two Performance Periods that ended before the Participant's
Termination Upon a Change of
Control.
|
(a)
|
Unless
otherwise provided at the time of award, Payments shall be made in the
year following the close of the Performance Period. Payments
shall be made in a single lump sum in the form of cash, shares of Common
Stock, or a combination of these forms of Payment, as determined by the
Committee in its sole discretion.
|
(b)
|
If
a Payment is made wholly or partially in shares of Common Stock, the
Payment shall be made in a number of whole shares. That number
of shares shall have an aggregate Fair Market Value that most closely
approximates, but does not exceed, the dollar amount of the Payment if
made in cash.
|
(a)
|
The
number of shares of Common Stock authorized to be issued pursuant to
Options, SARs, rights, grants or other awards under this Plan shall be (a)
the 75 million shares (after adjustment for the 3-for-1 stock split
effective June 4, 2007) previously authorized for issuance under the Prior
Plan as described in Section 11.1(c), plus (b) any shares remaining as of
the date the Plan is approved by shareholders of the 30 million shares
(after adjustment for the 3-for-1 stock split effective June 4, 2007)
authorized for issuance under the CIGNA Corporation Stock Plan as
described in Article I and Section
11.1(c).
|
(b)
|
The
maximum aggregate number of shares that may be issued as Incentive Stock
Options is 30 million (after adjustment for the 3-for-1 stock split
effective June 4, 2007). No more than nine million (after
adjustment for the 3-for-1 stock split effective June 4, 2007) of the
shares authorized for issuance under the Plan may be awarded or granted,
from and after the date CIGNA Corporation shareholders approve this
amended and restated Plan, under Articles 7, 8, 9 and 10 in the form of
Common Stock.
|
(c)
|
The
total number of shares previously authorized by CIGNA Corporation
shareholders under the Prior Plan were: 15 million shares (after
adjustment for a 3-for-1 stock split in May 1998) authorized at the annual
shareholders meeting on April 26, 1995 and 10 million shares authorized at
the annual shareholders meeting on April 26, 2000. CIGNA
Corporation shareholders had also previously authorized 10 million shares
for issuance under the CIGNA Corporation Stock Plan at the CIGNA
Corporation annual meeting on April 24,
1991.
|
(a)
|
From
and after January 1, 2005, the following shall not reduce the number of
authorized shares of Common Stock available for issuance under this
Plan:
|
|
(1)
|
Common
Stock reserved for issuance upon exercise or settlement, as applicable, of
awards granted under the Plan, to the extent the awards
expire or
are canceled or surrendered;
|
|
(2)
|
Restricted
Stock granted under the Plan, to the extent such Restricted Stock is
forfeited under Section 7.5 or is otherwise surrendered to the Company
before the Restricted Period expires;
and
|
|
(3)
|
Awards,
to the extent the payment is actually made in
cash.
|
(b)
|
From
and after January 1, 2005, the following shares shall not become available
for issuance under the Plan:
|
|
(1)
|
Shares
tendered by Participants as full or partial payment to the Company upon
exercise of Options granted under this
Plan;
|
|
(2)
|
Shares
reserved for issuance upon grant of SARs, to the extent the number of
reserved shares exceeds the number of shares actually issued upon exercise
of the SARs; and
|
|
(3)
|
Shares
withheld by, or otherwise remitted to, the Company to satisfy a
Participant's tax withholding obligations upon the lapse of restrictions
on Restricted Stock or the exercise of Options or SARs granted under the
Plan or upon any other payment or issuance of shares under the
Plan.
|
(a)
|
The
number of authorized shares of Common Stock, and any numerical share
limits, under the Plan will be adjusted proportionately;
and
|
(b)
|
There
will be a proportionate adjustment in: the number of shares of Common
Stock subject to unexercised stock Options and SARs; the per share Option
and SAR exercise price (but without adjustment to the aggregate Option or
SAR exercise price); the number of shares of Restricted Stock outstanding;
and the number of Strategic Performance Shares
outstanding.
|
(a)
|
No
derivative security (as defined in rules promulgated under Exchange Act
Section 16), including any right to receive Common Stock (such as Options,
SARs or similar rights), or any Strategic Performance Shares or Strategic
Performance Units, or any right to payment under the Plan, shall be
assignable or transferable by a Participant except by will or by the laws
of descent and distribution. Any other attempted assignment or
alienation shall be void and of no force or effect. Any right
to receive Common Stock or any other derivative security (including
Options, SARs or similar rights) shall be exercisable during a
Participant's lifetime only by the Participant or by the Participant's
guardian or legal representative.
|
(b)
|
Notwithstanding
Section 15.5(a), the Committee shall have the authority, in its
discretion, to grant (or to sanction by way of amendment of an existing
grant) derivative securities (other than Incentive Stock Options) that may
be transferred without consideration by the Participant during the
Participant’s lifetime to any member of the Participant’s immediate
family, to a trust established for the exclusive benefit of one or more
members of the Participant’s immediate family, to a partnership of which
the only partners are members of the Participant’s immediate family, or to
such other person as the Committee shall permit. In the
case of a grant, the written documentation containing the terms and
conditions of such derivative security shall state that it is
transferable, and in the case of an amendment to an existing grant, such
amendment shall be in writing. A derivative security
transferred as contemplated in this Section 15.5(b) may not be
subsequently transferred by the transferee except by will or the laws of
descent and distribution and shall continue to be governed by and subject
to the terms and limitations of the Plan and the relevant
grant. The Committee, in its sole discretion at the time the
transfer is approved, may alter the terms and limitations of the relevant
grant and establish such additional terms and conditions as it shall deem
appropriate. As used in this subparagraph, "immediate family"
shall mean, as to any person, a current or former spouse or domestic
partner (as defined under the CIGNA Pension Plan), any child, stepchild or
grandchild, and shall include relationships arising from legal
adoption.
|
(a)
|
require
the Participant (or personal representative or beneficiary) to remit an
amount sufficient to satisfy applicable federal, state and local
withholding taxes; or
|
(b)
|
deduct
from any amount payable the amount of any taxes the Company may be
required to withhold because of the
transaction.
|
1.1
|
"
Account
" – the separate
bookkeeping account established for a Participant that represents the
Company’s unfunded, unsecured obligation to make future payments to the
Participant.
|
1.2
|
"
Administrator
" – the
person or committee charged with responsibility for administration of the
Plan.
|
1.3
|
"Affiliate"
– the
meaning set forth in Rule 12b-2 promulgated under the Exchange
Act.
|
1.4
|
"Beneficial Owner"
and
"Beneficially
Owned"
– the meaning set forth in Rule 13d-3 promulgated under the
Exchange Act.
|
1.5
|
"
Beneficiary
" – the
person or trust designated in writing under the Plan by the Participant to
receive payment of his/her remaining Account balance after Participant’s
death.
|
1.6
|
"
Board Committee
" – the
People Resources Committee of the Board of Directors, or any successor
committee.
|
1.7
|
"
Board of Directors
" –
the board of directors of CIGNA
Corporation.
|
1.8
|
"
Change of Control
" – any
of these events:
|
(a)
|
a
corporation, person or group acting in concert, as described in Exchange
Act Section 14(d)(2), holds or acquires beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act of a number of
preferred or
|
common shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or |
(b)
|
there
is consummated a merger or consolidation of CIGNA Corporation or any
direct or indirect subsidiary of CIGNA Corporation with any other
corporation, other than:
|
(c)
|
a
change occurs in the composition of the Board of Directors at any time
during any consecutive 24-month period such that the Continuity Directors
cease for any reason to constitute a majority of the Board of
Directors. For purposes of the preceding sentence "Continuity
Directors" shall mean those members of the Board of Directors who either:
(1) were directors at the beginning of such consecutive 24-month period;
or (2) were elected by, or on nomination or recommendation of, at least a
majority of the Board of Directors (other than a director whose initial
assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation,
relating to the election of directors of CIGNA Corporation);
or
|
(d)
|
the
shareholders of CIGNA Corporation approve a plan of complete liquidation
or dissolution of CIGNA Corporation or there is consummated an agreement
for the sale or disposition by CIGNA Corporation of all or substantially
all of CIGNA Corporation's assets, other than a sale or disposition by
CIGNA Corporation of all or substantially all of CIGNA Corporation's
assets immediately following which the individuals who constituted the
Board of Directors immediately prior thereto constitute at least a
majority of the board of directors of the entity to which such assets are
sold or disposed or any parent
thereof.
|
1.9
|
"
CIGNA Stock
" – the
common stock of CIGNA Corporation.
|
1.10
|
"
Code
" – the Internal
Revenue Code of 1986, as amended.
|
1.11
|
"
Company
" – CIGNA
Corporation and each Subsidiary that has been authorized by the Chief
Executive Officer of CIGNA Corporation to participate in the
Plan.
|
1.12
|
"
Corporate Committee
" –
the CIGNA Corporation Corporate Benefit Plan Committee, or any successor
committee.
|
1.13
|
"
Deferral Election
" – the
form described in Section 2.3 by which a Participant specifies amounts and
items of compensation to be
deferred.
|
1.14
|
"
Deferred Cash
" –
compensation deferred under the Plan that would otherwise have been paid
to a Participant in cash.
|
1.15
|
"
Deferred CIGNA
Stock
"
– compensation
deferred under the Plan that would otherwise have been paid to a
Participant in shares of CIGNA
Stock.
|
1.18
|
"
Participant
" – an
employee of a Company who elects to participate in the Plan in accordance
with the terms and conditions of the
Plan.
|
1.19
|
"
Payment Election
" – the
form described in Section 4.3 by which a Participant specifies the method
and time of payment of compensation deferred under the
Plan.
|
1.20
|
"
Performance-based
Compensation
"
– compensation as
defined under Treasury Regulation Section
1.409A-1(e).
|
1.21
|
"Person"
– the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include
(a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other
fiduciary holding securities under an employee benefit plan of CIGNA
Corporation or any of its Affiliates, (c) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (d) a
corporation owned, directly or indirectly, by the stockholders of CIGNA
|
Corporation in substantially the same proportions as their ownership of stock of CIGNA Corporation. |
1.22
|
"
Plan
" – the CIGNA
Deferred Compensation Plan of 2005 (Effective as of January 1, 2005), as
it may be amended or restated.
|
1.23
|
"
Separation from Service
"
– a
Participant’s
death,
retirement or other termination of employment, from the Participant’s
employer or service recipient within the meaning of Treasury Regulation
Section 1.409A-1(h). For this purpose, the level of reasonably
anticipated, permanently reduced, bona fide services that will be treated
as a Separation from Service is 30%. Generally, a Participant’s
Separation from Service occurs when the Participant’s level of services to
CIGNA Corporation and its affiliates is reduced by 70% or
more.
|
1.24
|
"
Stock Plan
" – a plan or
program that provides for payment of compensation in the form of shares of
CIGNA Stock.
|
1.25
|
"
Subsidiary
" – a
corporation (or a partnership, joint venture or other unincorporated
entity) of which more than 50% of the combined voting power of all classes
of stock entitled to vote (or more than 50% of the capital, equity or
profits interest) is owned directly or indirectly by CIGNA Corporation;
provided that such corporation (or other entity) is included in CIGNA
Corporation’s consolidated financial statements under generally accepted
accounting principles.
|
1.26
|
"
Valuation Date
" – the
last day of each month.
|
2.3
|
Deferral
Election.
|
(a)
|
A
Deferral Election specifies the amounts and items of compensation a
Participant elects to defer under the Plan for a particular calendar
year. The Administrator shall determine which items or
categories of compensation may be deferred under the Plan. The
Deferral Election must be timely (as described in Section 2.3(b)) and in a
form permitted or required
|
by the Administrator. The Administrator may permit or require electronic forms. The Administrator shall determine whether a Deferral Election form is sufficiently complete and timely and may reject any form that is incomplete and/or untimely. |
(b)
|
To
be timely, a Deferral Election must be received by the Administrator no
later than:
|
(1)
|
Six
months before the end of the applicable performance period, for a deferral
of Performance-based Compensation, provided
that:
|
(2)
|
December
31 of the year before the year in which the Participant performs services
in exchange for the compensation to be deferred, for compensation other
than Performance-based Compensation; or
|
|
(3)
|
The
30th calendar day after the date a Company employee first becomes eligible
to participate in the Plan, provided such employee is not already eligible
to participate in a plan that would be aggregated with the Plan under
Treasury Regulation Section 1.409A-1(c)(2), and further provided that such
employee was not eligible to participate in the Plan, or any other plan
that would be aggregated with the Plan under Treasury Regulation Section
1.409A-1(c)(2), at any time during the 24-month period ending on the date
such employee again became eligible to participate in the
Plan. A Deferral Election by a newly eligible employee shall
apply only to compensation for services the employee performs after the
Administrator receives the Deferral
Election.
|
(c)
|
An
employee who makes a Deferral Election must also make a Payment Election
(described in Section 4.3) applicable to such Deferral
Election. If a Participant makes more than one Deferral
Election in a year, the Administrator may require that the Payment
Election applicable to the first Deferral Election shall apply to any
later Deferral Election in that year. The Payment Election must
be received by the Administrator by the Deferral Election deadline stated
in Section 2.3(b). The Administrator shall determine when a
|
Deferral Election and Payment Election become irrevocable, but in no event shall a Deferral Election or a Payment Election become irrevocable later than the applicable deadline set forth in Section 2.3(b) above. |
(d)
|
The
Administrator may require Participants to make new Deferral Elections for
each new calendar year.
|
(e)
|
Deferral
Elections under this Plan shall apply only to compensation payable on or
after January 1, 2005 and only to the extent such compensation
is:
|
|
(1)
|
For
services performed for the Company on or after January 1, 2005;
or
|
|
(2)
|
Compensation
for which a Deferral Election may otherwise be made under transition rules
promulgated pursuant to Code Section
409A.
|
(a)
|
Deferred
Cash shall be treated as invested in one or more hypothetical investments
described in Section 3.3(b). The Administrator shall credit (or
debit) to the Participant's Account as of each Valuation Date hypothetical
income (or losses) based on the performance of the applicable hypothetical
investment. The credit (or debit) shall be applied against the
balance of Participant’s Account on the immediately preceding Valuation
Date. The Administrator shall have authority to adopt, and from time to
time change, rules and procedures for crediting (or debiting) hypothetical
income (or losses) as to any amount of Deferred Cash that has been
credited to a Participant’s Account for less than the entire month ending
on the Valuation Date.
|
(b)
|
The
Corporate Committee shall determine at least one hypothetical investment
for Deferred Cash and may provide some or all Plan Participants with
options for more than one hypothetical investment. The
Corporate Committee may add or eliminate hypothetical investments at any
time, but any such action shall apply to the balance of a Participant’s
Account no earlier than the Valuation Date immediately after the Corporate
Committee changes hypothetical investments. The Administrator
shall have authority to adopt rules and procedures by which a Participant
with a choice of more than one hypothetical investment may change
hypothetical investment elections, provided that a Participant shall not
be able to make changes more than once each calendar
quarter.
|
(c)
|
If
a Change of Control occurs, the annual income earned on at least one
hypothetical fixed return guaranteed principal investment must be not less
than 50 basis points over the Ten-year Constant Treasury Maturity Yield as
reported by the Federal Reserve Board, based upon the November averages
for the preceding year.
|
(a) | (1) |
Subject
to the conditions in Section 4.2(b) through (f), the Administrator shall
have the authority to determine the payment methods and timing permitted
under the Plan; any such payment methods and timing shall comply with the
requirements of Code Section 409A.
|
|
(2)
|
Payment
events under the Plan may include a Participant’s Separation from Service,
a specified date before a Participant’s Separation from Service, a
Participant’s unforeseeable emergency (as described in Section 4.4), the
Participant’s death (as described in Section 4.5),
or other payment
events specified by the Administrator, to the extent permitted by Code
Section 409A. A payment upon a Participant’s unforeseeable
emergency or death shall supersede any elected specified date or
Separation from Service payment for the amount distributed by reason of
unforeseeable emergency or death.
|
(b)
|
A
Participant who makes a specified date Payment Election must also make a
Separation from Service Payment Election that will apply instead of the
specified date Payment Election if the Participant has a Separation from
Service before the elected specified date of
payment.
|
(c)
|
If
the payments are to begin as a result of a Participant’s Separation from
Service then, subject to the other provisions of Article 4, payment shall
be made (or begin) in July of the year following the year of the
Participant’s Separation from
Service.
|
(d)
|
If
a payment method provides for periodic payments, payments shall be made
annually each July, over the elected period not to exceed 15
years. The balance of a Participant's Account shall be paid, in
all events, no later than July 31
st
of the 15th year after the year of the Participant’s Separation from
Service.
|
(e)
|
To
the extent there is not in effect at Participant's Separation from Service
a valid Payment Election for an amount, that amount shall be paid in a
single lump sum in July of the year
|
following the year of the Participant’s Separation from Service. |
(f)
|
Periodic
payments under this Plan shall not be suspended if the Participant is
rehired by the Company.
|
(a)
|
Subject
to Section 4.2, a Payment Election must specify the payment method that
shall apply to Participant’s deferred compensation and either the time of
payment or the time payments are to
begin.
|
(b)
|
A
Payment Election must be in a form permitted or required by the
Administrator. The Administrator may permit or require
electronic forms. The Administrator shall determine whether a
Payment Election form is sufficiently complete and timely and may reject
any form that is incomplete and/or
untimely.
|
(c)
|
A
Participant may make separate Payment Elections for Deferred Cash and
Deferred CIGNA Stock.
|
(a)
|
If
the Administrator, after considering a Participant's written request,
determines that the Participant has an unforeseeable emergency, as defined
under Treasury Regulation Section 1.409A-3(i)(3), that is beyond the
Participant’s control and of such a substantial nature that immediate
payment of Deferred Cash or issuance of Deferred CIGNA Stock is warranted,
the Administrator in its sole and absolute discretion may direct that all
or a portion of the Participant's Account be paid to the
Participant. The amount of the payment shall be limited to the
amount deemed necessary by the Administrator to satisfy the emergency
need. The payment shall be made in a single lump sum within 90
days following the Administrator’s approval of Participant’s written
request for an unforeseeable emergency
payment.
|
(b)
|
The
Administrator shall cancel the Deferral Election of a Participant who
receives a payment under Section 4.4(a) or a payment for an unforeseeable
emergency, as defined under Treasury Regulation Section 1.409A-3(i)(3),
under a predecessor to this Plan. The cancellation shall be
effective as of the date of the payment. To resume deferrals,
the Participant must make a new Deferral Election in accordance with the
requirements of Section 2.3.
|
(a)
|
Upon
the death of a Participant the Administrator shall pay any remaining
portion of Participant’s Account in a single lump sum payment to
Participant’s Beneficiary. The
|
Administrator may establish rules and procedures for designation of beneficiaries and shall make determinations regarding the existence and identity of beneficiaries and the validity of beneficiary designations. A Participant may designate more than one beneficiary. |
(b)
|
Notwithstanding
Section 4.5(a), the Administrator shall pay Participant’s Account in a
single lump sum payment to the Participant's estate
if:
|
(1)
|
The Participant dies without having a valid beneficiary designation in effect; |
(2)
|
The
Participant's designated Beneficiary died before the Participant died;
or
|
(3)
|
The
Participant's designated Beneficiary cannot be found after what the
Administrator determines has been a reasonably diligent
search.
|
(c)
|
The
Administrator shall make any payments described in Section 4.5(a) and (b)
during the 90 day period beginning January 1 of the year following the
year the Participant dies.
|
(a)
|
Filing a Claim for
Benefits
. This paragraph 5.10(a) shall apply to any
claim for a benefit under the Plan. A Participant or
Beneficiary or an authorized representative of a Participant or
Beneficiary (“Claimant”) shall notify the Administrator or its delegate of
a claim for benefits under the Plan. Such request may be in any
form adequate to give reasonable notice to the Administrator or its
delegate and shall set forth the basis of such claim and shall authorize
the Administrator or its delegate to conduct such examinations as may be
necessary to determine the validity of the claim and to take such steps as
may be necessary to facilitate the payment of any benefits to which the
Claimant may be entitled under the Plan. The Administrator
shall make all determinations as to the right of any person to a benefit
under the Plan.
|
(b)
|
Denial of
Claim
. If the Administrator denies in whole or in part
any claim for benefits under the Plan by any Claimant, the Administrator
shall, within a reasonable period, furnish the Claimant with written or
electronic notice of the denial. The notice of the denial shall
set forth, in a manner calculated to be understood by the
Claimant:
|
(1) | The specific reason or reasons for the denial; |
(2) |
Specific
reference to the pertinent Plan provisions on which the denial is
based;
|
(3) |
A
description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such material or
information is necessary; and
|
(4)
|
A
description of the Plan's review procedures and the time limits applicable
to such procedures, including a statement of the Claimant's right to bring
a civil action under ERISA Section 502(a) following an adverse benefit
determination on review.
|
(c)
|
Appeals
Procedure.
This paragraph 5.10(c) shall apply to all
appeals of denied claims under the Plan. A Claimant may request
a review of a denied claim. Such request shall be made in
writing and shall be presented to the Administrator not more than sixty
(60) days after receipt by the Claimant of written or electronic notice of
the denial of the claim. The Claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Claimant's claim
for benefits. The Claimant shall also have the opportunity to
submit comments, documents, records, and other information relating to the
claim for benefits, and the Administrator shall take into account all such
information submitted without regard to whether such information was
submitted or considered in the initial benefit determination. The
Administrator shall make its decision on review not later than sixty (60)
days after receipt of the Claimant's request for review, unless special
circumstances require an extension of time, in which case a decision shall
be rendered as soon as possible, but not later than 120 days after receipt
of the request for review; provided, however, in the event the
Claimant fails to submit information necessary to make a benefit
determination on review, such period shall be tolled from the date on
which the extension notice is sent to the Claimant until the date on which
the Claimant responds to the request for additional
|
information. The decision on review shall be written or electronic and, in the case of an adverse determination, shall include specific reasons for the decision, in a manner calculated to be understood by the Claimant, and specific references to the pertinent Plan provisions on which the decision is based. The decision on review shall also include (i) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, or other information relevant to the Claimant's claim for benefits; and (ii) a statement describing any voluntary appeal procedures offered by the Plan, and a statement of the Claimant's right to bring an action under ERISA Section 502(a). |
(d)
|
The
Plan’s claims procedure shall be administered in accordance with the
applicable regulations of the U.S. Department of
Labor.
|
(e)
|
A
Claimant shall have no right to bring any action in any court regarding a
claim for benefits under the Plan prior to the Claimant filing a claim for
benefits and exhausting the Claimant’s rights to review under this Section
5.10 in accordance with the time frames set forth
herein.
|
1.1
|
"Beneficiary"
means the person(s) (or trust) designated by a Participant, or determined
by the Plan Administrator, under Section
4.5.
|
1.2
|
"CIGNA"
means
CIGNA Corporation, a Delaware corporation, or its
successor.
|
1.3
|
“Code”
means
the Internal Revenue Code of 1984, as
amended.
|
1.4
|
"Committee"
means the Corporate Benefit Plan Committee of CIGNA, or a successor
committee or person designated by CIGNA's Chief Executive
Officer.
|
1.5
|
"Company"
means
CIGNA Corporation and those of its subsidiaries and affiliates that
participate in the CIGNA Pension
Plan.
|
1.6
|
"Deferred Compensation
Plan"
means the CIGNA Deferred Compensation Plan, any successor
plan, and any similar plans or arrangements maintained by the
Company.
|
1.7
|
“ERISA”
means
the Employee Retirement Income Security Act of 1974, as
amended.
|
1.8
|
“Frozen Plan”
means the CIGNA Supplemental Pension Plan, originally adopted effective
January 1, 1983, as amended, and as frozen effective December 31,
2004.
|
1.9
|
"Participant"
means any Eligible Employee who is eligible to participate in the Plan but
only to the extent that the employee has (or might have in the event of
Retirement at his earliest Early Retirement date under the Pension Plan)
an accrued Plan benefit as described in Section
3.1.
|
1.10
|
"Part A
Participant"
means a Participant who accrues a Pension Plan benefit
under the formula described in the Part A version of the Pension
Plan.
|
1.11
|
"Part B
Participant"
means a Participant who accrues a Pension Plan benefit
under the formula described in the Part B version of the Pension
Plan.
|
1.12
|
"Pension Plan"
means the CIGNA Pension Plan, a defined benefit pension plan, or its
successor plan(s).
|
1.13
|
"Plan"
means
the CIGNA Supplemental Pension Plan of 2005 (Effective as of January 1,
2005).
|
1.14
|
"Rabbi Trust"
means a grantor trust, the assets of which will not be subject to the
claims of creditors of the Company, except in the case of the bankruptcy
or insolvency of the Company.
|
1.15
|
“Separation from
Service”
means a Participant’s death, retirement or other
termination of employment, from the Participant’s employer or service
recipient within the meaning of Treasury Regulation Section
1.409A-1(h)(1). For this purpose, the level of reasonably
anticipated, permanently reduced, bona fide services that will be treated
as a Separation from Service is 30%. Generally, a Participant’s
Separation from Service occurs when the Participant’s level of services to
CIGNA Corporation and its affiliates is reduced by 70% or
more.
|
1.16
|
“Specified
Employee”
means a Participant who is a specified employee, within
the meaning of Treasury Regulation Section 1.409A-1(i) and as determined
by the Company, on the Participant’s Separation from Service
date.
|
1.17
|
"Supplemental Pension
Benefit”
means the benefit payable to a Plan Participant as
described in Section 3.1.
|
1.18
|
"Supplemental
Pre-Retirement Survivor Benefit”
means the benefit payable to
Participant's Survivor as described in Sections 4.2 or
4.3.
|
1.19
|
"Survivor"
means a Participant's Spouse, Domestic Partner, Beneficiary or other
person designated in writing by the Participant under procedures
established by the Plan Administrator, to the extent the Spouse, Domestic
Partner, Beneficiary or other person remains living after the
Participant's death.
|
3.1
|
Accrual of
Benefit
|
(a)
|
A
Participant shall accrue a Supplemental Pension Benefit under the Plan
equal to the excess of (1) over (2)
where:
|
|
(1)
|
is
the Accrued Benefit the Participant would have under the Pension Plan if
the Pension Plan did not have:
|
|
(A)
|
a
limit on retirement benefits under Code Section
415;
|
|
(B)
|
a
limit on compensation under Code Section 401(a)(17);
and
|
|
(C)
|
an
exclusion from Eligible Earnings of compensation deferred under the
Deferred Compensation Plan; and
|
|
(2)
|
is
the sum of Participant’s:
|
|
(A)
|
actual
Accrued Benefit under the Pension Plan;
and
|
|
(B)
|
Supplemental
Pension Benefit, if any, under the Frozen
Plan.
|
(b)
|
For
a Part A Participant, the Supplemental Pension Benefit shall include the
value, determined using the applicable assumptions and methods under the
Pension Plan (as modified by Section 3.3) as of the date of payment, of
the excess of (1) over (2) where:
|
|
(1)
|
is
the post-retirement subsidized Survivor benefit that would be payable to
the Participant’s Survivor under the Pension Plan if the Pension Plan did
not have the provisions listed in Section 3.1 (a)(1)(A), (B) and (C);
and
|
|
(2)
|
is
the sum of:
|
|
(A)
|
the
post-retirement subsidized Survivor benefit that would actually be payable
to Participant’s Survivor under the Pension Plan;
and
|
|
(B)
|
the
subsidized post-retirement Survivor benefit, if any, payable as part of
the Participant’s Supplemental Pension Benefit under Section 3.1(b) of the
Frozen Plan.
|
(c)
|
For
purposes of the calculations in Section 3.1(a) and (b), a Participant’s
benefit under the Frozen Plan shall be the benefit that was earned and
100% vested as of December 31, 2004, determined in a manner that complies
with Code Section 409A and related U.S. Treasury
guidance.
|
(a)
|
The
Supplemental Pension Benefit under Section 3.1 shall be paid to the
Participant in the form of a single lump sum upon the later of the
Participant’s Separation from Service or attaining age 55, in January of
the year following the later event.
|
(b)
|
Notwithstanding
Section 4.1(a), if a Participant is a Specified Employee and payment of
the Participant’s Supplemental Pension Benefit is upon Separation from
Service, the Participant’s Supplemental Pension Benefit shall be paid in
July of the year following Separation from
Service.
|
(c)
|
The
amount of the benefit payable in single lump sum form shall be the
actuarially equivalent present value, determined as of the date of
payment, of:
|
|
(1)
|
the
Supplemental Pension Benefit described in Section 3.1(a),
and
|
|
(2)
|
for
a Part A Participant, the amount, if any, described in Section
3.1(b),
|
|
with
both (1) and (2) stated in the form of a single life
annuity.
|
(a)
|
If
a Part A Participant who dies before the Supplemental Pension Benefit
payment has been made under Section 4.1 has a Survivor who is eligible for
a pre-retirement Survivor benefit under the Pension Plan, then the
Survivor shall be eligible for a Supplemental Pre-Retirement Survivor
Benefit under this Plan (if the amount calculated under Section 4.2(c) is
greater than zero).
|
(b)
|
The
Supplemental Pre-Retirement Survivor Benefit shall be paid to the
Participant’s eligible Survivor in a single lump sum amount (1) within 90
calendar days after the date of Participant's death, if the Participant
dies before January 1, 2008 or (2) in the year after the year of
Participant's death, if the Participant dies on or after January 1,
2008.
|
(c)
|
The
amount of the Supplemental Pre-Retirement Survivor Benefit shall be equal
to the actuarial present value, determined using the applicable
assumptions and methods under the Pension Plan (as modified by Section 3.3
of this Plan) as of the date of payment, of the excess of (1) over (2)
where:
|
|
(1)
|
is
the pre-retirement Survivor benefit that would be payable to the Survivor
under the Pension Plan if the Pension Plan did not have the provisions
listed in Section 3.1(a)(1)(A), (B) and (C) of this Plan;
and
|
|
(2)
|
is
the sum of:
|
|
(A)
|
the
pre-retirement Survivor benefit that is actually payable under the Pension
Plan; and
|
|
(B)
|
the
Supplemental Pre-Retirement Survivor Benefit and/or Supplemental
Pre-Retirement Surviving Spouse Benefit, if any, payable under the Frozen
Plan.
|
(d)
|
For
purposes of the calculation in Section 4.2(c), the Frozen Plan benefit
described in Section 4.2(c)(2)(B) shall be the benefit that was earned and
100% vested as of December 31, 2004, determined in a manner that complies
with Code Section 409A and related U.S. Treasury
guidance.
|
(a)
|
To
the extent a Part A Participant has been paid a lump sum Supplemental
Pension Benefit under this Plan or the Frozen Plan and is later rehired by
any Company, he shall not, upon subsequent Retirement or other Separation
from Service, be entitled to any additional Supplemental Pension Benefit
under this Plan based upon any Credited Service used in the calculation of
the initial Supplemental Pension Benefit payment. Furthermore,
any Credited Service that is or would be disregarded under the preceding
sentence in computing a Part A Participant's Supplemental Pension Benefit
shall also be disregarded in computing any benefits payable to
Participant's Survivor under Section 4.2 after Participant's
reemployment.
|
(b)
|
To
the extent a Part B Participant is paid a lump sum Supplemental Pension
Benefit under this Plan or the Frozen Plan and is later rehired by any
Company, he shall not, upon subsequent Retirement or other Separation from
Service, be entitled to any additional Supplemental Pension Benefit under
this Plan based upon any Benefit Credits or Interest Credits used in the
calculation of the initial Supplemental Pension Benefit
payment. Furthermore, any Credits that are or would be
disregarded under the preceding sentence in computing a Part B
Participant's Supplemental Pension Benefit shall also be disregarded in
computing any benefits payable to Participant's Beneficiary under Section
4.3 after Participant's
reemployment.
|
(c)
|
Any
Supplemental Pension Benefit payable under this Plan to a Participant who
is rehired shall be reduced by the value of any Supplemental Pension
Benefit paid before his rehire.
|
(a)
|
This
Plan shall be maintained as an unfunded plan that is not intended to meet
the qualification requirements of Code Section 401. Plan
benefits shall be payable solely from the general assets of the Company
that employs the Participant when benefits are accrued, or a Company that
has assumed liability for paying the benefits. No separate or
special fund shall be established and no segregation of assets shall be
made to assure the payment of Plan benefits, though the Company may choose
to fund Plan benefits through a Rabbi Trust. A Participant
shall have no right, title, or interest in or to any investments that the
Company may make to aid in meeting its obligations under this
Plan.
|
(b)
|
Nothing
contained in the Plan, and no action taken under it, shall create or be
construed to create a trust of any kind, or a fiduciary relationship,
between the Company or the Plan Administrator and a Participant or any
other person. To the extent that any person acquires a right to
receive Plan benefits, that right shall be no greater than the right of an
unsecured creditor of the Company.
|
(a)
|
The
Plan shall be administered by a Plan Administrator appointed in accordance
with the terms of the Pension Plan. The Plan Administrator
shall have full power and authority to interpret the Plan; to prescribe,
amend and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan; to make any other
determinations including factual determinations and determinations as to
eligibility for, and the amount of, benefits payable under the Plan; and
to take any other actions it deems necessary or advisable in carrying out
its duties under the Plan.
|
(b)
|
All
decisions, interpretations and determinations by the Plan Administrator
shall be final and binding on the Company, Participants and any other
persons having or claiming an interest under this
Plan.
|
(c)
|
The
claim and appeal process under the Pension Plan shall apply to this
Plan.
|
(d)
|
It
is intended that the Plan comply with the requirements of Code Section
409A, and the Plan shall be so administered and
interpreted.
|
(a)
|
the
Plan shall not be terminated;
|
(b)
|
the
accrual of Supplemental Pension Benefits shall not be stopped, suspended
or otherwise adversely affected;
and
|
(c)
|
the
rate at which Supplemental Pension Benefits accrue shall not be
reduced.
|
1601
Chestnut Street
|
|
[Date]
|
Philadelphia,
PA 19192
|
Telephone
XXX-XXX-XXXX
|
|
[Name]
|
|
[Dept.]
|
Date
of
|
Number of
Shares
|
Option
Price
|
Grant
|
Underlying the
Option
|
|
[Date]
|
XXX
Shares
|
$
XXX.XX
|
l
|
a non-competition
paragraph;
|
l
|
customer and employee
non-solicitation paragraphs;
and
|
l
|
a requirement that you must
notify CIGNA's Shareholder Services Department immediately in writing if
you
do not accept the Option
grant. If you do not notify CIGNA or you exercise the Option,
you will be agreeing to all the terms and conditions of the
grant.
|
CIGNA
CORPORATION
|
|
BY
|
|
John
M. Murabito
|
1.
|
The
Option
|
2.
|
Option
Period
|
3.
|
Early
Vesting
|
(a)
|
Your
Termination of Employment is because of your death, Disability, Early
Retirement or Retirement
and
you have not
received or will not be receiving severance pay from any CIGNA company
(whether under any severance benefit plan or any contract, agreement or
arrangement); or
|
(b) | Your Termination of Employment is Upon a Change of Control. |
(a)
|
The
Option will expire immediately upon your Termination of Employment
(including a termination during an approved leave of absence)
unless
:
|
|
(1)
|
Your
Termination of Employment is on account of death, Disability, Early
Retirement, or Retirement;
and
|
|
(2)
|
You
will not be receiving severance pay from any CIGNA company (whether under
any severance benefit plan or any contract, agreement or
arrangement).
|
(b)
|
If
your Termination of Employment is because of your death, Disability or
Retirement, and you will not be receiving severance pay from any CIGNA
company (whether under any severance benefit plan or any contract,
agreement or arrangement), the Option Period will end at 5:00 p.m.
Philadelphia time
on
[expiration
date]
.
|
(c)
|
If
your Termination of Employment is because of your Early Retirement, and
you will not be receiving severance pay from any CIGNA company (whether
under any severance benefit plan or any contract, agreement or
arrangement), the Option will expire
on:
|
|
(1)
|
The
earlier of
[expiration
date]
or the third anniversary of your Termination of Employment
date; or
|
|
(2)
|
[Expiration date]
if
, within six months before your Termination of Employment date,
you were an Executive Officer subject to the requirements of Section 16(a)
of the Securities Exchange Act of 1934 (“Executive
Officer”).
|
(d)
|
If
your Termination of Employment is Upon a Change of Control, the Option
will expire on the
earlier of
[expiration date]
or
three months after your Termination of Employment
date.
|
(a)
|
Your
rights to exercise the Option, and to sell any Shares you acquire by
exercising the Option, may be limited by CIGNA. The rights are
subject to the terms of CIGNA's Securities Transactions and Insider
Trading Policy, and CIGNA reserves the right, for any reason at any time,
to suspend or delay action on any request you make to exercise the Option
or sell the Shares. The method by which you may exercise the
Option may be restricted by CIGNA to comply with legal
requirements. In the event that you are unable to exercise the
Option due to limitations imposed by applicable law, the Option will not
expire on the otherwise applicable termination date determined under
paragraph 4 above but instead will terminate ten business days after the
first date on which the Option is again exercisable free of such
limitations (provided, however, that the Option shall not be exercisable
after 5:00 p.m. Philadelphia time on
[expiration
date]
.
|
(b)
|
To
exercise all or part of the Option, you must complete and submit, where
required by CIGNA, an appropriate Option exercise form and pay the Option
Price and any required tax
withholding.
|
(c)
|
You
may pay the Option Price with cash. If you pay with cash, you
must also pay any applicable withholding tax liability in cash before
Shares will be deposited in your Stock Account or delivered to
you.
|
(d)
|
If
you are an employee of a CIGNA company when you exercise the Option, you
may pay the Option Price with shares of CIGNA Common Stock that are in
your Stock Account as long as:
|
(1)
|
you
first purchased the shares on the open market;
or
|
|
(2)
|
at
least six months have elapsed after (A) the grant date, if you received
them as a grant of unrestricted Shares; (B) the vesting date, if you
received them as a grant of Restricted Stock; or (C) the purchase date, if
you bought them through a previous option
exercise;
|
|
provided,
however, in no event shall such form of Option exercise be permitted if,
as determined by CIGNA in its sole discretion, adverse tax or accounting
consequences to CIGNA would result. If you are not an employee
of a CIGNA company when you exercise the Option, or if your beneficiary or
estate exercises the Option, the Option Price cannot be paid in shares of
stock.
|
(e)
|
If
you pay the Option Price in shares of CIGNA Common
Stock:
|
|
(1)
|
You
must exercise the Option for at least 50 Shares. If there are
not at least 50 Shares underlying the Option, you must exercise the Option
for all the Shares.
|
|
(2)
|
You
must pay any applicable tax-withholding obligation. CIGNA
reserves the right to withhold from the Shares you purchase enough Shares
to defray all or part of any applicable tax-withholding
obligation. If you are an Executive Officer when you exercise
the Option, you may satisfy part of the withholding obligation by
remitting to CIGNA shares of Common Stock you have owned for at least six
months as of the date the withholding obligation
arises.
|
(f)
|
To
the extent permitted by applicable law, CIGNA may provide you, your
beneficiary or estate with a way to do a cashless exercise of the
Option. The ability to do a cashless exercise, and the rules
that apply, are subject to modification or termination by CIGNA in its
sole discretion at any time.
|
(a)
|
You
agree not to engage in any conduct that constitutes a Restitution
Event. You understand and agree that your agreement not to
engage in any conduct that would constitute a Restitution Event is a
material part of the inducement for, and a condition precedent to, (1)
CIGNA granting you the Option and (2) your eligibility to exercise the
Option and retain any benefit from the exercise of the
Option.
|
(b)
|
A
“Restitution Event” will occur if, directly or indirectly, you do any of
the things listed below:
|
|
(1)
|
Have
a Termination of Employment initiated by a CIGNA company because of your
misconduct, as that term is defined in CIGNA's Standards of Conduct or
other employment policies;
|
|
(2)
|
If,
for a period of twelve months after your Termination of Employment and
subject to paragraph 7(c), you own or operate a business (or accept a job
as an employee or independent contractor with a business) that provides or
offers products or services that compete with any CIGNA company (“CIGNA
Competitor”);
|
|
(3)
|
If,
during your employment or for a period of twelve months after your
Termination of Employment, you entice, encourage, persuade, or solicit, or
attempt to entice, encourage, persuade or solicit, any employee of any
CIGNA company to terminate his/her employment with, or otherwise cease
his/her relationship, contractual or otherwise, with that CIGNA
company. This paragraph 7(b)(3) shall not apply to applications
for employment submitted voluntarily by CIGNA employees, in response to
general advertisements or otherwise; provided in both cases that such
employees have not been enticed, encouraged, persuaded, or solicited by
you, or anyone acting on your behalf or in response to information
provided by you, to leave CIGNA;
|
|
(4)
|
If,
during your employment or for a period of twelve months after your
Termination of Employment, you entice, encourage, persuade, or solicit, or
attempt to entice, encourage, persuade or solicit, any customer of any
CIGNA company to (i) end an existing relationship, contractual or
otherwise, with that CIGNA company or (ii) enter into any business
arrangements with you or any business which you may become employed by, or
affiliated in any way with, after leaving any CIGNA company, if such
business arrangements would compete in any way with any business that
CIGNA has conducted, or has been planning to conduct, during the 12-month
period ending on the date of the Restitution
Event;
|
|
(5)
|
Disclose
to any third-party at any time, without the prior written consent of CIGNA
(except to the extent required by an order of a court having competent
jurisdiction or pursuant to a properly issued subpoena), whether during or
after your employment, any trade secrets, confidential information, or
proprietary materials (collectively, “Confidential Information”), which
include, but are not limited to, customer lists, financial records,
marketing plans, sales plans, etc., unless such Confidential Information
has been previously disclosed publicly by CIGNA or has become public
knowledge other than by your breach of the conditions of this Option
grant;
|
|
(6)
|
Do
anything else while an employee of any CIGNA company that is not
discovered by a CIGNA company until after your Termination of Employment
that would, if you were an employee of a CIGNA company at the time of the
occurrence’s discovery, be reason for your Termination of Employment for
misconduct, as that term is defined in CIGNA's Standards of Conduct or
other employment policies at such time;
or
|
|
(7)
|
Fail
at any time following your Termination of Employment to cooperate with
CIGNA in all investigations of any kind, in assisting and cooperating in
the preparation and review of documents and meeting with CIGNA attorneys,
and in providing truthful testimony as a witness or a declarant in
connection with any present or future court, administrative, agency, or
arbitration proceeding involving CIGNA and with respect to which you have
relevant information. CIGNA agrees that it will reimburse you,
upon production of appropriate receipts and in accordance with CIGNA's
then existing Business Travel Reimbursement Policy, the reasonable
business expenses (including air transportation, hotel, and similar
expenses) incurred by you in connection with such
assistance.
|
(c)
|
(1)
|
Paragraph
7(b)(2) shall not apply to you if your Termination of Employment is
initiated by a CIGNA company for reasons other than your misconduct, as
that term is defined in CIGNA's Standards of Conduct or other employment
policies.
|
|
(2)
|
Paragraph
7(b)(2) shall apply to you only if at the time of, or within six months
before, your Termination of Employment you were
employed:
|
|
(A)
|
In
a position at or above Career Band 6, in which case the geographic scope
of the non-competition restriction shall be global;
or
|
|
(B)
|
In
a position other than a Career Band 6 or above job and you will be
performing work for the CIGNA Competitor that is similar to the work you
performed at CIGNA at the time of, or within six months before, your
Termination of Employment, in which case the geographic scope of the
non-competition restriction shall be the geographic area covered by you,
or the geographic area in which you worked or with respect to which you
had responsibility, at the time of, or within six months before, your
Termination of Employment.
|
|
(3)
|
Paragraph
7(c)(2)(B) shall be interpreted so that, for example, if you were a CIGNA
sales employee and your sales territory at the time of, or within six
months before, your Termination of Employment was Pennsylvania, New
Jersey, and New York, Paragraph 7(b)(2) shall apply to you only if you
work in a sales position for a CIGNA Competitor and only to the extent
your territory is Pennsylvania, New Jersey, and/or New
York. Similarly, if you were a CIGNA underwriter with
nationwide responsibilities on the date of, or within six months before,
your Termination of Employment, and you accept a job with a CIGNA
Competitor as an underwriter, paragraph 7(b)(2) shall be nationwide in
scope.
|
|
(4)
|
You
acknowledge and agree that CIGNA's business competes on a global basis,
that CIGNA’s sales and marketing plans are for continued expansion
throughout the United States of America and globally, and that the global
nature of this non-compete restriction and the time limitations set forth
in paragraph 7(b) are reasonable and necessary for the protection of
CIGNA's business and its Confidential
Information.
|
(d)
|
(1)
|
If
you were an Executive Officer at any time during the 24-month period
before the date of the Restitution Event, the Committee shall determine
whether you have a Restitution Event and shall have the sole discretion to
waive your obligation to make all or any part of a Restitution Payment and
to impose conditions on any waiver.
|
|
(2)
|
With
respect to all other individuals, CIGNA's Senior Human Resources Officer,
or his or her designee, shall determine whether you have a Restitution
Event, and shall have the sole discretion to waive your obligation to make
all or any part of a Restitution Payment and to impose conditions on any
waiver.
|
|
(3)
|
Determinations
of the Committee, CIGNA's Senior Human Resources Officer, or his or her
designee, shall be final and binding on all
parties.
|
(a)
|
You
will be immediately required to make a Restitution Payment to CIGNA under
paragraph 8(d) below if you exercised any part of the Option within the
24-month period before the Restitution Event and
either:
|
|
(1)
|
You
have a Restitution Event described in paragraph 7(b)(2), (3) or (4) either
before your Termination of Employment or within 12 months after your
Termination of Employment; or
|
|
(2)
|
You
have a Restitution Event described in paragraph 7(b)(1), (5), (6) or (7)
at any time.
|
(b)
|
If,
at any time, you have a Restitution Event, all unexercised portions of the
Option shall be cancelled.
|
(c)
|
“Restitution
Payment” means the amount equal to:
|
(1)
|
the
number of Shares you acquired when you exercised the Option; multiplied
by
|
|
(2)
|
the
excess of (A) the Fair Market Value on the date you exercised the Option
over (B) the Option Price; plus
|
|
(3)
|
the
total amount of all dividends, if any, paid on those Shares from the date
you exercise the Option through the date of the Restitution
Payment.
|
(d)
|
CIGNA
will recover the Restitution Payment by any or all of the following
methods, at the sole discretion of CIGNA
management.
|
|
(1)
|
When
a Restitution Event occurs, if you have any Shares in your Stock Account
or in any other account in book-entry form, you will relinquish the whole
number of Shares that has a Fair Market Value (as of the date of the
Restitution Event) up to, but not more than, the Restitution
Payment.
|
|
(2)
|
After
recovery of Shares described in paragraph 8(d)(1), CIGNA will, to the
extent permitted by applicable law, reduce by any remaining Restitution
Payment the amount of any payments owed to you by CIGNA or any Subsidiary,
including without limitation any payments due you under any nonqualified
retirement, deferred compensation or other plan or
arrangement. This reduction will not occur, however, until the
date a future payment to you is
due.
|
|
(3)
|
You
will be obligated to repay to CIGNA, within 30 days after you receive a
written notice and demand for payment from CIGNA, any Restitution Payment
remaining after taking into account the recovery of Shares under paragraph
8(d)(1) and the reduction of payments to you under paragraph
8(d)(2).
|
9.
|
Acceptance
|
(a)
|
You
acknowledge that the action you request may not be completed until several
days (or in the case of delivery of Share certificates, several weeks)
after you submit it.
|
(b)
|
You
agree to assume the risks, including the risk that the market price of the
Shares may change, related to delays described in paragraph
11(a):
|
(1)
|
Between
the time you submit an Option exercise form and the time your Option is
actually exercised;
|
(2)
|
Between
the time you ask for any Shares to be sold and the time your Shares are
actually sold; and
|
(3)
|
Between
the time you ask for Share certificates to be delivered to you or your
broker and the time the certificates are
delivered.
|
(a)
|
You
understand and agree that the terms and conditions of this Option,
including any Restitution Event, the consequences of any Restitution
Event, and all determinations made pursuant to the Option grant letter,
the Plan, and this Attachment shall be construed under the laws of the
Commonwealth of Pennsylvania, without regard to its conflict of laws
rule.
|
(b)
|
You
agree that any dispute regarding the terms and conditions under which this
Option has been granted will be resolved exclusively pursuant to the CIGNA
Employment Dispute Arbitration Policy and its Rules and Procedures as
|
may be in effect at the time such dispute arises. You agree and understand that you are waiving your right to have such a dispute decided by a judge or jury in a court of law, and instead you are agreeing to submit such disputes exclusively to mandatory and binding final arbitration; however, you and/or CIGNA may seek emergency or temporary injunctive relief from a court in accordance with applicable law. After a court has issued a decision regarding emergency or temporary injunctive relief, you and CIGNA shall submit the dispute to final and binding arbitration pursuant to the CIGNA Employment Dispute Arbitration Policy. |
(a)
|
If
any provision of this Attachment is determined by a court of competent
jurisdiction to be unenforceable as written, such provision shall be
enforceable to the maximum extent permitted by law and shall be reformed
by such court to make such provision enforceable in accordance with the
intent of the parties and applicable
law.
|
(b)
|
The
failure of any party to enforce any of the provisions of this Option shall
not be construed to be a waiver of the right of such party to enforce such
provisions in the future.
|
Section
1.01
|
Definitions
|
2
|
Section
2.01
|
Consideration
|
25
|
Section
2.02
|
Acquisition
of Transferred Assets and Shares; Assumption of Assumed
Liabilities
|
25
|
Section
2.03
|
Payments
at and After Closing.
|
26
|
Section
2.04
|
Additional
Adjustment of Purchase Price
|
29
|
Section
2.05
|
Place
and Date of Closing.
|
31
|
Section
2.06
|
Transactions
to be Effected at the Closing
|
31
|
Section
2.07
|
Nonassignability
of Assets
|
32
|
Section
2.08
|
Delayed
Approvals
|
32
|
Section
3.01
|
Cessation
of Renewals
|
33
|
Section
3.02
|
Renewal
Rights
|
33
|
Section
3A.01
|
Cessation
of Renewals.
|
36
|
Section
3A.02
|
Renewal
Rights
|
36
|
Section
4.01
|
Organization,
Standing and Authority
|
36
|
Section
4.02
|
Capitalization.
|
37
|
Section
4.03
|
Authorization.
|
38
|
Section
4.04
|
Non-Contravention
|
38
|
Section
4.05
|
Consents
and Approvals
|
39
|
Section
4.06
|
Statement
of Assets and Liabilities
|
39
|
Section
4.07
|
Insurance
Company Subsidiary Financial Statements
|
40
|
Section
4.08
|
Absence
of Certain Changes
|
40
|
Section
4.09
|
Business
Contracts
|
42
|
Section
4.10
|
Business
Reinsurance Agreements
|
42
|
Section
4.11
|
Transferred
Assets
|
43
|
Section
4.12
|
Litigation;
Orders
|
43
|
Section
4.13
|
Compliance
with Law
|
43
|
Section
4.14
|
Permits
|
46
|
Section
4.15
|
Brokers
|
46
|
Section
4.16
|
Employees
|
46
|
Section
4.17
|
Employee
Plans
|
48
|
Section
4.18
|
Real
Property
|
50
|
Section
4.19
|
Computer
Software
|
51
|
Section
4.20
|
Intellectual
Property Rights…
|
53
|
Section
4.21
|
Tax
Matters
|
54
|
Section
4.22
|
Security
Deposits
|
57
|
Section
4.23
|
Bank
Accounts
|
57
|
Section
4.24
|
Sufficiency
of Assets…
|
57
|
Section
4.25
|
Actuarial
Reports
|
57
|
Section
4.26
|
Disclosure
|
57
|
Section
4.27
|
Producer
Appointments and Contracts
|
58
|
Section
4.28
|
Certain
Insurance Contracts
|
58
|
Section
4.29
|
Books
and Records
|
58
|
Section
4.30
|
Officer
and Director Claims
|
58
|
Section
4.31
|
Noncompetition
Agreements
|
58
|
Section
4.32
|
Insurance
Coverage
|
58
|
Section
4.33
|
Stop
Loss Insurance Contracts
|
58
|
Section
5.01
|
Organization,
Standing and Authority
|
59
|
Section
5.02
|
Authorization
|
59
|
Section
5.03
|
Non-Contravention
|
59
|
Section
5.04
|
Compliance
with Law
|
60
|
Section
5.05
|
Consents
and Approvals
|
60
|
Section
5.06
|
Brokers
|
61
|
Section
5.07
|
Ratings
|
61
|
Section
5.08
|
Licenses
and Franchises
|
61
|
Section
5.09
|
Purchaser
Financial Statements
|
61
|
Section
5.10
|
Absence
of Certain Changes
|
61
|
Section
5.11
|
Sufficient
Funds.
|
62
|
Section
5.12
|
Investment
Intent
|
62
|
Section
6.01
|
Conduct
of Business
|
62
|
Section
6.02
|
Exclusivity
|
66
|
Section
6.03
|
Access
to Information; Confidentiality
|
67
|
Section
6.04
|
Reasonable
Best Efforts
|
67
|
Section
6.05
|
Consents,
Approvals, Filings and Costs
|
67
|
Section
6.06
|
Representations
and Warranties
|
69
|
Section
6.07
|
Notification
|
70
|
Section
6.08
|
Further
Assurances
|
70
|
Section
6.09
|
Expenses
|
70
|
Section
6.10
|
Resources
|
70
|
Section
6.11
|
Employees
and Employee Benefits.
|
70
|
Section
6.12
|
Form
and Rate Filing
|
76
|
Section
6.13
|
Intercompany
Relationships
|
76
|
Section
6.14
|
Non-Compete
|
77
|
Section
6.15
|
Cooperation/Integration
|
79
|
Section
6.16
|
Core
Administration System
|
79
|
Section
6.17
|
Seller
Confidentiality Agreements
|
79
|
Section
6.18
|
Books
and Records
|
80
|
Section
6.19
|
Confidentiality
|
80
|
Section
6.20
|
Insurance
Coverage
|
82
|
Section
6.21
|
Great-West
Healthcare Holdings, Inc
|
82
|
Section
6.22
|
Seller
Subsidiaries Acquisition Agreements.
|
83
|
Section
6.23
|
Supplements
to Schedules
|
83
|
Section
6.24
|
Electronic
Delivery of Computer Software
|
83
|
Section
6.25
|
Resolution
of Certain Issues.
|
83
|
Section
6.26
|
Termination
of Certain Contracts
|
83
|
Section
6.27
|
Preparation
for Closing.
|
84
|
Section
6.28
|
Optional
Business
|
84
|
Section
6.29
|
Tax
Returns
|
85
|
Section
7.01
|
Representations
and Covenants
|
85
|
Section
7.02
|
Secretary’s
Certificate
|
86
|
Section
7.03
|
Other
Agreements
|
86
|
Section
7.04
|
Governmental
and Regulatory Consents and Approvals
|
86
|
Section
7.05
|
Third
Party Consents
|
87
|
Section
7.06
|
No
Injunctions or Restraints
|
87
|
Section
7.07
|
Resignation
of Officers and Directors
|
87
|
Section
8.01
|
Representations
and Covenants
|
87
|
Section
8.02
|
Secretary’s
Certificate
|
88
|
Section
8.03
|
Other
Agreements.
|
88
|
Section
8.04
|
Governmental
and Regulatory Consents and Approvals
|
88
|
Section
8.05
|
Third
Party Consents
|
88
|
Section
8.06
|
No
Injunctions or Restraints
|
88
|
Section
9.01
|
Access
to Books and Records
|
89
|
Section
9.02
|
Cooperation
|
90
|
Section
9.03
|
Actuarial
Appraisal
|
90
|
Section
9.04
|
Use
of Names
|
90
|
Section
9.05
|
Reserves.
|
91
|
Section
9.06
|
Control
of Litigation
|
91
|
Section
9.07
|
License
to Owned Generally Used Software
|
93
|
Section
10.01
|
Survival
of Representations, Warranties and Covenants.
|
94
|
Section
11.01
|
Obligation
to Indemnify
|
94
|
Section
11.02
|
Indemnification
Procedures
|
96
|
Section
12.01
|
Tax
Indemnity
|
97
|
Section
12.02
|
Returns
and Payments.
|
99
|
Section
12.03
|
Refunds
|
100
|
Section
12.04
|
Contests
|
101
|
Section
12.05
|
Time
of Payment
|
102
|
Section
12.06
|
Cooperation
and Exchange of Information
|
102
|
Section
12.07
|
Miscellaneous.
|
103
|
Section
12.08
|
Exclusivity
|
105
|
Section
13.01
|
Termination
of Agreement.
|
105
|
Section
13.02
|
Survival
|
106
|
Section
14.01
|
Publicity
|
106
|
Section
14.02
|
Dollar
References
|
107
|
Section
14.03
|
Notices
|
107
|
Section
14.04
|
Entire
Agreement
|
108
|
Section
14.05
|
Waivers
and Amendments; Non-Contractual Remedies;
|
|
|
Preservation
of Remedies
|
108
|
Section
14.06
|
Governing
Law.
|
108
|
Section
14.07
|
Jurisdiction
|
108
|
Section
14.08
|
Binding
Effect; Assignment
|
109
|
Section
14.09
|
Interpretation
|
109
|
Section
14.10
|
No
Third Party Beneficiaries
|
110
|
Section
14.11
|
Counterparts
|
110
|
Section
14.12
|
Exhibits
and Schedules
|
110
|
Section
14.13
|
Headings
|
110
|
Exhibit
A
|
Form
of Assumption Agreement
|
Exhibit
B
|
Form
of Bill of Sale and General Assignment
|
Exhibit
C
|
December
31 Net Worth Statement
|
Exhibit
D
|
December
31 Statement of Assets and Liabilities
|
Exhibit
E
|
Form
of FGWLA Administrative Services Agreement
|
Exhibit
F
|
Form
of FGWLA Indemnity Reinsurance Agreement
|
Exhibit
G
|
Form
of Network Licensing Agreement
|
Exhibit
H
|
Form
of Seller Administrative Services Agreement
|
Exhibit
I
|
Form
of Seller Indemnity Reinsurance Agreement
|
Exhibit
J
|
Form
of CLAC Administrative Services Agreement
|
Exhibit
K
|
Form
of CLAC Indemnity Reinsurance Agreement
|
Exhibit
L
|
Form
of Subsidiary Assumption Agreement
|
Exhibit
M
|
Form
of Transition Services Agreement
|
Exhibit
N
|
Form
of Headquarters Leases
|
Exhibit
O
|
Form
of Employee Lease Agreement
|
Exhibit
P
|
Examples
of Adjustment to Purchase Price
|
Exhibit
Q
|
CSRP
Business Plan
|
Schedule
4.13(e)
|
Premium
Rate, Plan and Policy Filings
|
|
Schedule
4.13(f)
|
Privacy
Compliance
|
|
Schedule
4.14
|
Permits
|
|
Schedule
4.16(b)
|
Unions
|
|
Schedule
4.16(h)
|
Certain
Notices
|
|
Schedule
4.17(a)
|
Employee
Plans
|
|
Schedule
4.17(c)
|
Seller
Subsidiary Plans
|
|
Schedule
4.18(a)(i)
|
Transferred
Leases
|
|
Schedule
4.18(a)(ii)
|
Subleased
Leases
|
|
Schedule
4.19(a)
|
Principally
Used Software
|
|
Schedule
4.19(b)
|
Generally
Used Software
|
|
Schedule
4.19(c)
|
Excluded
Software
|
|
Schedule
4.19(e)
|
Software
Fees
|
|
Schedule
4.20(a)
|
Intellectual
Property Violations
|
|
Schedule
4.20(b)
|
Intellectual
Property
|
|
Schedule
4.20(d)
|
Intellectual
Property Licenses and Fees
|
|
Schedule
4.21
|
Tax
Matters
|
|
Schedule
4.22
|
Security
Deposits
|
|
Schedule
4.23
|
Bank
Accounts
|
|
Schedule
4.24(a)
|
Sufficiency
of Assets
|
|
Schedule
4.24(b)
|
Assets
|
|
Schedule
4.25
|
Actuarial
Reports
|
|
Schedule
4.27
|
Material
Producer Contracts
|
|
Schedule
4.28
|
Certain
Insurance Contracts
|
|
Schedule
4.30
|
Officer
and Director Claims
|
|
Schedule
4.31
|
Noncompetition
Agreements
|
|
Schedule
4.32
|
Insurance
Coverage
|
|
Schedule
5.03
|
Non-Contravention
|
|
Schedule
5.04(a)
|
Compliance
with Law
|
|
Schedule
5.04(b)
|
Threatened
Investigations
|
|
Schedule
5.05(a)
|
Purchaser
Regulatory Consents
|
|
Schedule
5.05(b)
|
Other
Purchaser Governmental Consents
|
|
Schedule
5.05(c)
|
Purchaser
Third Party Consents
|
|
Schedule
5.08
|
Licenses
|
|
Schedule
6.01(a)
|
Conduct
of Business: Seller, FGWLA and CLAC
|
|
Schedule
6.01(b)
|
Conduct
of Business: Seller Subsidiaries
|
|
Schedule
6.05(f)
|
Replacement
of Certain Arrangements
|
|
Schedule
6.11(a)(1)
|
Business
Employees
|
|
Schedule
6.11(a)(2)
|
Corporate
Employees
|
|
Schedule
6.11(m)
|
Severance
Benefits
|
|
Schedule
6.13
|
Intercompany
Obligations
|
|
Schedule
6.21
|
Subsidiaries
of Great-West Healthcare Holdings, Inc.
|
|
Schedule
6.25
|
Resolution
of Certain Issues
|
|
Schedule
7.05
|
Purchaser
Required Third Party Consents
|
|
Schedule
8.05
|
Seller
Required Third Party Consents
|
|
Schedule
9.04(a)
|
Use
of Names
|
Schedule
9.04(b)
|
Subsidiary
Corporate Names
|
(i)
|
If
to Purchaser:
|
|
Connecticut
General Life Insurance Company
|
||
Two
Liberty Place
|
||
1601
Chestnut Street
|
||
Philadelphia,
PA 19192
|
||
Attention:
|
Thomas
A. McCarthy
|
|
Facsimile:
|
(215)
761-2387
|
|
With
a concurrent copy to:
|
||
Connecticut
General Life Insurance Company
|
||
c/o
CIGNA Corporation
|
||
Two
Liberty Place
|
||
1601
Chestnut Street
|
||
Philadelphia,
PA 19192
|
||
Attention:
|
D.
Timothy Tammany, Esq.
|
|
Facsimile:
|
(215)
761-5900
|
|
and
|
||
Skadden,
Arps, Slate, Meagher & Flom LLP
|
||
Four
Times Square
|
||
New
York, NY 10036
|
||
Attention:
|
Robert
J. Sullivan, Esq.
|
|
Facsimile:
|
(917)
777-2930
|
|
(ii)
|
If
to Seller, FGWLA or CLAC:
|
|
Great-West
Life & Annuity Insurance Company
|
||
8515
East Orchard Road
|
||
Greenwood
Village, CO 80111
|
||
Attention:
|
Richard
G. Schultz, Chief Legal Officer,
|
|
|
Corporate and Secretary | |
Facsimile:
|
||
With
a concurrent copy to:
|
Dewey
& LeBoeuf LLP
|
||
125
West 55th Street
|
||
New
York, New York 10019-5389
|
||
Attention:
|
Donald
B. Henderson, Jr.
|
|
Facsimile:
|
(212)
649-9405
|
GREAT-WEST
LIFE & ANNUITY INSURANCE COMPANY
|
||
By:
|
/s/ Raymond L.
McFeetors
|
|
Name:
|
Raymond
L. McFeetors
|
|
Title:
|
President
and Chief
|
|
Executive
Officer
|
||
By:
|
/s/ Richard F.
Rivers
|
|
Name:
|
Richard
F. Rivers
|
|
Title:
|
Executive
Vice President,
|
|
Healthcare
|
FIRST
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
|
||
By:
|
/s/ Raymond L.
McFeetors
|
|
Name:
|
Raymond
L. McFeetors
|
|
Title:
|
President
and Chief
|
|
Executive
Officer
|
||
By:
|
/s/ Richard F.
Rivers
|
|
Name:
|
Richard
F. Rivers
|
|
Title:
|
Executive
Vice President
|
|
Healthcare
|
||
THE
CANADA LIFE ASSURANCE COMPANY
|
|||
By:
|
/s/ Raymond L.
McFeetors
|
||
Name:
|
Raymond
L. McFeetors
|
||
Title:
|
President
and Chief
|
||
Executive
Officer
|
|||
By:
|
/s/ Richard F.
Rivers
|
||
Name:
|
Richard
F. Rivers
|
||
Title:
|
Executive
Vice President,
|
||
Healthcare
|
CONNECTICUT
GENERAL LIFE INSURANCE COMPANY
|
||
By:
|
/s/ David M.
Cordani
|
|
Name:
|
David
M. Cordani
|
|
Title:
|
Chairman
of Executive
|
|
Committee
and President
|
I.
|
Connecticut
General Corporation (Connecticut)
|
|
A.
|
Arbor
Reinsurance Company Limited
(Bermuda)
|
|
B.
|
CIGNA
Dental Health, Inc. (Florida)
|
|
(1)
|
CIGNA
Dental Health of California, Inc.
(California)
|
|
(2)
|
CIGNA
Dental Health of Colorado, Inc.
(Colorado)
|
|
(3)
|
CIGNA
Dental Health of Delaware, Inc.
(Delaware)
|
|
(4)
|
CIGNA
Dental Health of Florida, Inc.
(Florida)
|
|
(5)
|
CIGNA
Dental Health of Illinois, Inc.
(Illinois)
|
|
(6)
|
CIGNA
Dental Health of Kansas, Inc.
(Kansas)
|
|
(7)
|
CIGNA
Dental Health of Kentucky, Inc.
(Kentucky)
|
|
(8)
|
CIGNA
Dental Health of Maryland, Inc.
(Maryland)
|
|
(9)
|
CIGNA
Dental Health of Missouri, Inc.
(Missouri)
|
|
(10)
|
CIGNA
Dental Health of New Jersey, Inc. (New
Jersey)
|
|
(11)
|
CIGNA
Dental Health of North Carolina, Inc. (North
Carolina)
|
|
(12)
|
CIGNA
Dental Health of Ohio, Inc. (Ohio)
|
|
(13)
|
CIGNA
Dental Health of Pennsylvania, Inc.
(Pennsylvania)
|
|
(14)
|
CIGNA
Dental Health of Texas, Inc.
(Texas)
|
|
(15)
|
CIGNA
Dental Health of Virginia, Inc.
(Virginia)
|
|
(16)
|
CIGNA
Dental Health Plan of Arizona, Inc.
(Arizona)
|
|
C.
|
CIGNA
Health Corporation (Delaware)
|
|
(1)
|
Healthsource,
Inc. (New Hampshire)
|
|
(a)
|
CIGNA
HealthCare of Arizona, Inc.
(Arizona)
|
|
(b)
|
CIGNA
HealthCare of California, Inc.
(California)
|
|
(c)
|
CIGNA
HealthCare of Colorado, Inc. (Colorado)
|
(d)
|
CIGNA
HealthCare of Connecticut, Inc.
(Connecticut)
|
|
(e)
|
CIGNA
HealthCare of Delaware, Inc.
(Delaware)
|
|
(f)
|
CIGNA
HealthCare of Florida, Inc.
(Florida)
|
|
(g)
|
CIGNA
HealthCare of Georgia, Inc.
(Georgia)
|
|
(h)
|
CIGNA
HealthCare of Illinois, Inc. (Illinois) (99.60% with
balance
|
|
(i)
|
CIGNA
HealthCare of Indiana, Inc.
(Indiana)
|
|
(j)
|
CIGNA
HealthCare of Maine, Inc. (Maine)
|
|
(k)
|
CIGNA
HealthCare of Massachusetts, Inc.
(Massachusetts)
|
|
(l)
|
CIGNA
HealthCare Mid-Atlantic, Inc.
(Maryland)
|
|
(m)
|
CIGNA
HealthCare of New Hampshire, Inc. (New
Hampshire)
|
|
(n)
|
CIGNA
HealthCare of New Jersey, Inc. (New
Jersey)
|
|
(o)
|
CIGNA
HealthCare of New York, Inc. (New
York)
|
|
(p)
|
CIGNA
HealthCare of North Carolina, Inc. (North
Carolina)
|
|
(q)
|
CIGNA
HealthCare of Ohio, Inc. (Ohio)
|
|
(r)
|
CIGNA
HealthCare of Pennsylvania, Inc.
(Pennsylvania)
|
|
(s)
|
CIGNA
HealthCare of South Carolina, Inc. (South
Carolina)
|
|
(t)
|
CIGNA
HealthCare of St. Louis, Inc.
(Missouri)
|
|
(u)
|
CIGNA
HealthCare of Tennessee, Inc.
(Tennessee)
|
|
(v)
|
CIGNA
HealthCare of Texas, Inc. (Texas)
|
|
(w)
|
CIGNA
HealthCare of Utah, Inc. (Utah)
|
|
(x)
|
CIGNA
Insurance Group, Inc. (New
Hampshire)
|
|
(y)
|
CIGNA
Insurance Services Company (South
Carolina)
|
|
(z)
|
Temple
Insurance Company Limited (Bermuda)
|
|
D.
|
CIGNA
Life Insurance Company of Canada
(Canada)
|
|
E.
|
CIGNA
Life Insurance Company of New York (New
York)
|
|
F.
|
Connecticut
General Life Insurance Company
(Connecticut)
|
|
G.
|
Life
Insurance Company of North America
(Pennsylvania)
|
|
(1)
|
CIGNA
& CMC Life Insurance Company Limited (China) (50%
with
|
|
balance
owned by non-affiliate)
|
|
(2)
|
LINA
Life Insurance Company of Korea
(Korea)
|
II.
|
CIGNA
Global Holdings,
Inc. (Delaware)
|
|
A.
|
CIGNA
Global Reinsurance Company, Ltd.
(Bermuda)
|
|
(1)
|
CIGNA
Holdings Overseas, Inc. (Delaware)
|
|
(a)
|
CIGNA
Apac Holdings Limited (New Zealand)
|
|
(i)
|
CIGNA
Hong Kong Holdings Company Limited (Hong
Kong)
|
|
(a)
|
CIGNA
Worldwide General Insurance Company Limited (Hong
Kong)
|
|
(b)
|
CIGNA
Worldwide Life Insurance Company Limited (Hong
Kong)
|
|
(ii)
|
CIGNA
Life Insurance New Zealand Limited (New
Zealand)
|
|
(iii)
|
CIGNA
Taiwan Life Insurance Company Limited (New
Zealand)
|
|
(b)
|
CIGNA
Europe Insurance Company S.A.-N.V. (Belgium) (99.99% with balance owned by
an affiliate)
|
|
(c)
|
CIGNA
European Services (UK) Limited (United
Kingdom)
|
|
(d)
|
CIGNA
Global Insurance Company Limited (Guernsey, C.I.) (99.99% with balance
owned by affiliate)
|
|
(e)
|
CIGNA
Life Insurance Company of Europe S.A.- N.V. (Belgium) (99.99% with balance
owned by an affiliate)
|
|
(f)
|
CIGNA
Seguradora S.A. (Brazil) (99.92% with balance owned by
non-affiliate)
|
|
(g)
|
RHP
Thailand Limited (Thailand)
|
|
(i)
|
CIGNA
Brokerage Services (Thailand) Limited (Thailand) (74.975% with balance
owned by affiliates and
non-affiliates)
|
|
(ii)
|
CIGNA
Non-Life Insurance Brokerage (Thailand) Limited (Thailand) (74.975% with
balance owned by affiliates and
non-affiliates)
|
|
(iii)
|
KDM
(Thailand) Limited (Thailand)
|
|
(a)
|
CIGNA
Insurance Public Company Limited (Thailand) (75% with balance owned by
affiliates and non-affiliates)
|
|
(2)
|
CIGNA
Worldwide Insurance Company
(Delaware)
|
|
(a)
|
PT.
Asuransi CIGNA (Indonesia) (80% with balance owned by
non-affiliate)
|
|
B.
|
CIGNA
International Corporation
(Delaware)
|
Date: February
28, 2008
|
/s/ H. Edward
Hanway
|
Chief
Executive Officer
|
Date: February
28, 2008
|
/s/
Michael W. Bell
|
Chief
Financial Officer
|
(1)
|
complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of CIGNA
Corporation.
|
/s/
H.
Edward Hanway
|
|
H.
Edward Hanway
|
|
Chief
Executive Officer
|
|
February
28, 2008
|
(1)
|
complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
|
(2)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of CIGNA
Corporation.
|
/s/
Michael
W. Bell
|
|
Michael
W. Bell
|
|
Chief
Financial Officer
|
|
February
28, 2008
|