10-K 1 cigna10k.htm CIGNA CORPORATION FORM 10-K cigna10k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
___________________
(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,  2007
OR
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-8323

CIGNA Corporation
(Exact name of registrant as specified in its charter)
___________________
 
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)
   
Registrant’s telephone number, including area code (215) 761-1000
___________________
 
Securities registered pursuant to section 12(b) of the Act:
 
 
Name of each exchange on
Title of each class
which registered
Common Stock, Par Value $0.25
New York Stock Exchange, Inc.
 
Securities registered pursuant to section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  X  No __
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  __  No X
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X  No __
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [    ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]
Accelerated filer [   ]
Non-accelerated filer [   ]
Smaller Reporting Company [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes _ No X
 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2007 was approximately $13.5 billion.
 
As of January 31, 2008, 280,085,645 shares of the registrant’s Common Stock were outstanding.
 
Part III of this Form 10-K incorporates by reference information from the registrant’s proxy statement to be dated on or about March 20, 2008.


 
 

 
 
TABLE OF CONTENTS
 
Page
PART I
 
 
122
 
1
 
2
 
11
 
14
 
16
 
18
 
21
 
22
 
25
 
27
28
35
35
35
36
37
       
PART II
     
37
38
 
 
39
67
67
 
 
106
106
106
 
It
   
PART III
     
106
 
106
 
106
 
106
106
 
 
107
107
107
       
PART IV
     
107
108
FS-1
E-1

 


 
 
 
Item 1.  BUSINESS

A.      Description of Business

CIGNA Corporation and its subsidiaries constitute one of the largest investor-owned health service organizations in the United States.  Its subsidiaries are major providers of health care and related benefits, the majority of which are offered through the workplace, including: health care products and services;  group disability, life and accident insurance; and workers’ compensation case management and related services.  CIGNA Corporation had consolidated shareholders’ equity of $4.7 billion and assets of $40.1 billion as of December 31, 2007, and revenues of $17.6 billion for the year then ended.  CIGNA’s major insurance subsidiary, Connecticut General Life Insurance Company (“CG Life”), traces its origins to 1865.  CIGNA Corporation was incorporated in the State of Delaware in 1981.

As used in this document, “CIGNA” and the “Company” may refer to CIGNA Corporation itself, one or more of its subsidiaries, or CIGNA Corporation and its consolidated subsidiaries.  CIGNA Corporation is a holding company and is not an insurance company.  Its subsidiaries conduct various businesses, which are described in this Form 10-K.

CIGNA’s revenues are derived principally from premiums, fees, mail order pharmacy, other revenues and investment income as described on page 41 and 42.  The financial results of CIGNA’s businesses are reported in the following segments:

·  
Health Care;

·  
Disability and Life;

·  
International;

·  
Other Operations; and

·  
Run-off Reinsurance.

Available Information

CIGNA’s Internet address is http://www.cigna.com.  CIGNA’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are available through CIGNA’s website as soon as reasonably practicable after the filing or furnishing of such material with the Securities and Exchange Commission.  See “Code of Ethics and Other Corporate Governance Disclosures” in Part III, Item 10 on page 106 of this Form 10-K for additional available information.  

B.      Financial Information about Business Segments

The financial information included in the tables that follow is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), unless otherwise indicated.  Certain reclassifications have been made to prior years’ financial information to conform to the 2007 presentation.  Industry rankings and percentages set forth below are for the year ended December 31, 2006, unless otherwise indicated.  Unless otherwise noted, statements set forth in this document concerning CIGNA’s rank or position in an industry or particular line of business have been developed internally, based on publicly available information.

Financial data for each of CIGNA’s business segments is set forth in Note 19 to the Financial Statements on page 96 of this Form 10-K.

 
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C.    Health Care
 
CIGNA’s Health Care operations (“CIGNA HealthCare”) offer insured and self-funded medical, dental, behavioral health, vision, and prescription drug benefit plans, health advocacy programs and other products and services that may be integrated to provide individuals with comprehensive health care benefit programs.  CIGNA HealthCare also provides disability and life insurance products that were historically sold in connection with certain experience-rated medical products. These products and services are provided and administered by subsidiaries of CIGNA Corporation.

CIGNA HealthCare is focused on helping to improve the health, well-being and security of the individuals whom CIGNA serves.  CIGNA HealthCare believes the most sustainable approach to enhancing quality and managing health care costs is to fully engage consumers in their own health care.  Therefore, CIGNA HealthCare seeks to engage its members by providing actionable information about health, including information about the cost and quality of care, that members can use to make informed choices about health care for themselves and their families.  

Underlying CIGNA HealthCare’s operations is a foundation of clinical expertise and an ability to provide quality service at a competitive cost.  CIGNA HealthCare’s strengths include:  (1) its ability to integrate medical and specialty product offerings to achieve a more holistic and integrated approach to members’ health that promotes consistent case management; and (2) its ability to provide predictive modeling and other analytical tools (for example, through the Company’s exclusive access to analytical tools and algorithms developed by the University of Michigan), to assist in providing targeted outreach and health advocacy by CIGNA’s clinical professionals to CIGNA HealthCare members.
 
Principal Products and Services and Funding Arrangements

With the exception of HMO and Medicare Part D products, each of CIGNA HealthCare's products (as described below) is offered with multiple funding options (also described below).  CIGNA may sell multiple products under the same funding arrangement to the same customer.  Accordingly, the revenue table included in Management’s Discussion and Analysis (MD&A) on page 49 reflects both the product type and funding arrangement.

Medical

CIGNA HealthCare provides a wide array of products and services to meet the needs of employers and other sponsors of health benefit plans and the employees and dependents participating in these plans, including:

·  
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
 
 
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  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 HRGSM voluntary health insurance business and the introduction of the Fundamental CareSM 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 BuilderSM, 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).

Specialty

Health Advocacy and CareAlliesSM.  Through its CareAlliesSM brand, CIGNA offers medical management, disease management, and health advocacy services to employers and other plan sponsors.  CareAlliesSM services are not only offered to members covered under CIGNA HealthCare administered plans but also to those employees who have elected coverage under a plan offered through their employer by competing insurers/third party administrators.  CareAlliesSM offers a consistent set of services to address the clinical and administrative inconsistencies that are inherent in the multi-vendor approach.  Through its health advocacy programs, CIGNA HealthCare works to: 

·      
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.
 
In addition, CIGNA HealthCare offers a wide array of programs and services to help individuals improve the health of the mind and body, including:

·      
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
 
 
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  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.

Behavioral Health.  CIGNA Behavioral Health provides behavioral health care benefit products, behavioral health care management, employee assistance programs, and work/life programs to employer sponsored benefit plans, HMOs, governmental entities and disability insurers.  CIGNA Behavioral Health focuses on integrating its programs and services to facilitate customized, holistic care.

As of December 31, 2007, CIGNA Behavioral Health’s national network had approximately 61,500 access points to independent psychiatrists, psychologists and clinical social workers and approximately 5,200 facilities and clinics that are reimbursed on a contracted fee-for-service basis.

In 2008, CIGNA plans to integrate the CIGNA Behavioral Health, vielife and CareAlliesSM brands and operations into a unified Health Solutions unit that will support CIGNA's health advocacy strategy and manage the delivery of the Company’s health and wellness programs, including: condition and disease management, maternity management, case management, lifestyle management, health coaching (including online), employee assistance, work/life balance, mental health and substance abuse, health assessment, oncology support, transplant network/management, 24-hour health information line, wellness consulting, and the Healthy Rewards® discount program.

Dental.  CIGNA Dental Health offers a variety of dental care products including managed care, dental preferred provider organization (“DPPO”), dental exclusive provider organization (“DEPO”) and traditional indemnity products.  Customers can purchase CIGNA Dental Health products as stand-alone products or integrated with CIGNA HealthCare’s medical products.  As of December 31, 2007, CIGNA Dental Health members totaled approximately 11 million, representing employees at more than one-third of all Fortune 100 companies.  Managed dental care products are offered in 36 states and the District of Columbia through a network of independent providers that have contracted with CIGNA to provide dental services to members.

CIGNA Dental members access care from one of the largest dental HMO and dental PPO networks in the U.S., with approximately 107,000 DPPO-contracted access points (approximately 53,000 unique providers) and approximately 38,000 dental HMO-contracted access points (approximately 10,000 unique providers). 
 
CIGNA Dental Health stresses preventive dentistry; it believes that promoting preventive care contributes to a healthier workforce, an improved quality of life, increased productivity and fewer treatment claims and associated costs over time.  CIGNA Dental Health offers members a dental treatment cost estimator and a dental plan cost estimator to educate individuals on oral health and aid them in their dental health care decision-making.
 
Pharmacy. CIGNA HealthCare offers prescription drug plans to its insured and self-funded customers both in conjunction with its medical products and on a stand-alone basis.  CIGNA HealthCare has a nationwide network of approximately 57,000 contracted pharmacies that it uses in connection with its HMO, Network, POS, PPO and Choice Fund® products.  In addition, CIGNA HealthCare provides managed pharmacy benefit programs in connection with its HMO and POS products as well as Pharmacy Outcome Improvement programs that take a holistic approach to helping improve outcomes for members and managing medical costs for customers.

CIGNA HealthCare's pharmacy products and services are a part of the Company’s efforts to integrate clinical programs and case management across medical, behavioral and pharmacy, and implement effective cost-management programs.  Programs that reflect this integration of medical, behavioral and pharmacy offerings include:

·  
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;
   
·  
DrugCompareTM 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
 
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  for anti-ulcer, hypertension, high cholesterol and allergic rhinitis medications through communications with the consumer and the consumer’s physician.

CIGNA Tel-Drug®.  CIGNA HealthCare also offers cost-effective mail order, telephone and on-line pharmaceutical fulfillment services through its CIGNA Tel-Drug® operation.  CIGNA Tel-Drug Home Delivery Pharmacy provides a member-focused, efficient home delivery pharmacy with high standards of quality, accuracy and member care relating to maintenance and specialty medications.  Orders may be submitted through the mail, via phone or through the internet at myCIGNA.com.  Refill reminders, generic conversion programs and 24-hour access to licensed pharmacists support CIGNA's goals of low net cost, medication adherence and member service, resulting in a positive Return on Health SM.

Medicare Part D.  CIGNA's Medicare Part D prescription drug program, CIGNA Medicare Rx SM, provides a number of plan options as well as service and information support to medicare-eligible members aged 65 and over.  CIGNA Medicare Rx SM is available in all 50 states and the District of Columbia.

Retail Pharmacies.  CIGNA operates 18 retail pharmacies, including on-site retail pharmacies for customers to serve the needs of CIGNA HealthCare members.

Funding Arrangements

The segment’s health care products and services are offered through the following funding arrangements:

·  
guaranteed cost;

·  
retrospectively experience-rated (including minimum premium funding arrangements); and
 
·  
service.
 
Guaranteed CostUnder guaranteed cost funding arrangements, group policyholders pay a fixed premium and CIGNA bears the risk for claims and costs that exceed the premium.  The HMO product is offered only on a guaranteed cost basis.

Retrospectively Experience-rated (Including Minimum Premium)Under retrospectively experience-rated funding arrangements, a premium that typically includes a margin to partially protect against adverse claim fluctuations is determined at the beginning of the policy period.  CIGNA generally bears the risk if claims and expenses exceed premiums, but has the potential to recover these deficits from margins in future years if coverage is renewed.  For additional discussion, see “Pricing, Reserves and Reinsurance” on page 7.

Under minimum premium funding arrangements, instead of simply paying a fixed monthly premium, the group policyholder establishes and funds a bank account and authorizes the insurer to draw upon funds in the account to pay claims.  The policyholder pays a monthly residual premium while the policy is in effect and a supplemental premium (to cover reserves for run-out claims and expenses) upon termination.  Minimum premium funding arrangements combine insurance protection with an element of self-funding.  The policyholder is responsible for funding all claims up to a predetermined aggregate, maximum amount, and CIGNA bears the risk for claim costs incurred in excess of that amount.  CIGNA has the potential to recover this deficit from margins in future years if the policy is renewed.  Accordingly, minimum premium funding arrangements have a risk profile similar to retrospectively experience-rated insurance arrangements.

ServiceUnder the service funding arrangement, CIGNA HealthCare contracts with employers on an administrative services only (“ASO”) basis to administer claims.  CIGNA HealthCare collects administrative service fees in exchange for providing ASO plans with access to CIGNA HealthCare's applicable participating provider network and for providing other services and programs, including: quality management, utilization management; cost containment; health advocacy; 24-hour help line; case management; disease management; pharmacy benefit management; behavioral health care management services (through its provider networks); or a combination of the above.  The employer/plan sponsor is responsible for self-funding all claims, but may purchase stop-loss insurance from CIGNA HealthCare or other insurers for claims in excess of some predetermined amount, for either individuals, the entire group in aggregate, or both.

Financial information regarding premiums and fees is presented on page 48 in the MD&A section of this Form 10-K.  Other financial information about the Health Care segment is presented elsewhere in the MD&A section and
 
 
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Note 19 to CIGNA's 2007 Financial Statements on page 96 of this Form 10-K.

Service and Quality

CIGNA HealthCare operates eight service centers that together processed approximately 107 million medical claims in 2007.  Satisfying customers and members is a primary business objective and critical to the Company’s success.  To address a variety of member issues, CIGNA HealthCare offers members access to its grievance and appeals processes.  CIGNA operates six member service centers that members can call toll-free to address requests for information and complaints and grievances.  CIGNA HealthCare customer service representatives are empowered to immediately resolve a wide range of issues to help members obtain the most from their benefit plan.  In many cases, a customer service representative can resolve the member’s issue.  If an issue cannot be resolved informally, CIGNA HealthCare has a formal appeals process that can be initiated by telephone or in writing and involves two levels of internal review.  For those matters not resolved by internal reviews, CIGNA HealthCare members are offered the option of a voluntary external review of claims.  The CIGNA HealthCare formal appeals process addresses member inquiries and appeals concerning initial medical necessity based coverage determinations and other benefits/coverage determinations.  CIGNA HealthCare’s formal appeals process meets National Committee for Quality Assurance (NCQA), Employee Retirement Income Security Act (ERISA), Utilization Review Accreditation Commission (URAC) and/or applicable state regulatory requirements.

CIGNA HealthCare's commitment to promoting quality care and service to its customers is reflected in a variety of activities, including:  the credentialing of medical providers and facilities that participate in CIGNA HealthCare's managed care and PPO networks; the development of the CIGNA Care Network® described below, and participation in initiatives that provide information to members to enable educated health care decision making.
 
Participating Provider Network.  CIGNA has an extensive national network of participating health care providers, which as of December 31, 2007 consisted of  approximately 5,100 hospitals and approximately 542,000 providers as well as other facilities, pharmacies and vendors of health care services and supplies.  As of December 31, 2006, CIGNA's national network of participating health care providers consisted of approximately 5,000 hospitals and approximately 519,000 providers.

In most instances, CIGNA contracts directly with the participating provider to provide covered services to members at agreed-upon rates of reimbursement.  In some instances, however, CIGNA companies contract with third parties for access to their provider networks.  In addition, CIGNA has entered into strategic alliances with several regional managed care organizations (Tufts Health Plan, HealthPartners, Inc., Health Alliance Plan, and MVP Health Plan) to gain access to their market leading provider networks and discounts.

CIGNA Care Network®.  CIGNA Care Network® is a benefit design option available for CIGNA HealthCare administered plans in 58 service areas across the country.  CIGNA Care Network® is a subset of participating physicians in certain specialties who are designated as CIGNA Care Network® providers based on specific quality and cost-efficiency selection criteria.  Members pay reduced co-payments or co-insurance when they receive care from a specialist designated as a CIGNA Care Network® provider.  CIGNA participating specialists are evaluated annually for the CIGNA Care Network® designation.

Provider Credentialing.  CIGNA HealthCare credentials physicians, hospitals and other health care providers in its participating provider networks using quality criteria which meets or exceeds the standards of external accreditation or state regulatory agencies, or both.  Typically, most providers are recredentialed every three years.

Health Plan Credentialing.  Each of CIGNA’s 23 HMO and POS plans that have undergone an accreditation review have earned the highest rating possible – Excellent – from the NCQA and have earned Distinction for NCQA's Quality Plus Member Connections and Physician and Hospital Quality standards.  The Member Connections standards assess a plan's web-based and telephonic consumer decision support tools.  The Physician and Hospital Quality standards assess how well a plan provides members with information about physicians and hospitals in its network to help consumers make informed health care decisions.  In early 2008, CIGNA received “Full” accreditation (the highest rating possible) from NCQA for its PPO plans and for CIGNA’s Open Access Plus plans nationwide.  The case management and utilization management programs provided to CIGNA members have been awarded full accreditation by URAC.
 
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HEDIS® Measures.  In addition, CIGNA participates in NCQA’s Health Plan Employer Data and Information Set (“HEDIS®”) Quality Compass Report.  HEDIS® Effectiveness of Care measures are a standard set of metrics to evaluate the effectiveness of managed care organization clinical programs.  CIGNA’s national results compare favorably to industry averages.

Technology.  CIGNA HealthCare understands the critical importance of information technology to the level of service the Company is able to provide to its customers and to the continued growth of the health care business.  The health care marketplace is evolving and the level of service that is acceptable to consumers today may not be acceptable tomorrow.  Therefore, CIGNA HealthCare continues to invest in its information technology infrastructure and capabilities including technology essential to fundamental claim administration and customer service, as well as tools and Internet-enabled technology that support CIGNA HealthCare's focus on engaging members in health care decisions.

For example, CIGNA HealthCare has developed a range of consumer decision support tools including:

·  
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.

In addition, a special website designed for seniors was launched in 2007 to offer customized features as well as access to both the myCIGNA.com and cigna.com websites.

Pricing, Reserves and Reinsurance

Premiums and fees charged for HMO and most health insurance products and life insurance products are generally set in advance of the policy period and are guaranteed for one year.  Premium rates are established either on a guaranteed cost basis or on a retrospectively experience-rated basis.

Charges to customers established on a guaranteed cost basis at the beginning of the policy period cannot be adjusted to reflect actual claim experience during the policy period.  A guaranteed cost pricing methodology reflects assumptions about future claims, health care inflation (unit cost, location of delivery of care and utilization), the adequacy of fees charged for administration and risk assumption, effective medical cost management, expenses, credit risk, enrollment mix, investment returns, and profit margins.  Claim and expense assumptions may be based in whole or in part on prior experience of the account or on a pool of accounts, depending on the group size and the statistical credibility of the experience.  Generally, guaranteed cost groups are smaller and less statistically credible than retrospectively experience-rated groups.  In addition, pricing for health care products that use networks of contracted providers reflects assumptions about the impact of the reimbursement rates in the provider contracts on future claims.  Premium rates may vary among accounts to reflect the anticipated contract mix, family size, industry, renewal date, and other cost-predictive factors.  In some states, premium rates must be approved by the state insurance departments, and state laws may restrict or limit the use of rating methods.

Premiums established for retrospectively experience-rated business may be adjusted for the actual claim and, in some cases, administrative cost experience of the account through an experience settlement process subsequent to the policy period.  To the extent that the cost experience is favorable in relation to the prospectively determined premium rates, a portion of the initial premiums may be credited to the policyholder as an experience refund.  If claim experience is adverse in relation to the initial premiums, CIGNA may recover the resulting experience deficit, according to contractual provisions, through future premiums and experience settlements, provided the policy remains in force.
 
 
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CIGNA HealthCare contracts on an ASO basis with customers who fund their own claims.  CIGNA HealthCare charges these customers administrative fees based on the expected cost of administering their self-funded programs.  In some cases, CIGNA provides performance guarantees related to its administrative function.  If these standards are not met, CIGNA HealthCare may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount.

In addition to paying current benefits and expenses under insurance policies and HMO service agreements, CIGNA HealthCare establishes reserves for amounts estimated to settle reported claims not yet paid, as well as claims incurred, but not yet reported.  Also, liabilities are established for estimated experience refunds based on the results of retrospectively experience-rated policies and applicable contract terms.

As of December 31, 2007, approximately $1.08 billion, or 69% of the reserves of CIGNA's Health Care operations comprise liabilities that are likely to be paid within one year, primarily for medical and dental claims, as well as certain group disability and life insurance claims.  Of the reserve amount expected to be paid within one year, $258 million relates to amounts recoverable from certain ASO customers and from minimum premium policyholders, and is offset by a receivable.  The remaining reserves related primarily to contracts that are short term in nature, but have long term payouts and include liabilities for group long-term disability insurance benefits and group life insurance benefits for disabled and retired individuals, benefits paid in the form of both life and non-life contingent annuities to survivors and contract holder deposit funds.
 
CIGNA HealthCare credits interest on experience refund balances to retrospectively experience-rated policyholders through rates that are set at CIGNA HealthCare’s discretion taking investment performance and market rates into consideration.  Generally, for interest-crediting rates set at CIGNA HealthCare’s discretion, higher rates are credited to funds with longer terms reflecting the fact that higher yields are generally available on investments with longer maturities.  For 2007, the rates of interest credited ranged from 3.25% to 4.30%, with a weighted average rate of 3.70%.

The profitability of CIGNA HealthCare's fully insured health care products depends on the adequacy of premiums charged relative to claims and expenses.  For medical and dental products, profitability reflects the accuracy of cost projections for health care (unit costs and utilization), the adequacy of fees charged for administration and risk assumption and effective medical cost and utilization management.

CIGNA HealthCare reduces its exposure to large catastrophic losses under group life, disability and accidental death contracts by purchasing reinsurance from unaffiliated reinsurers.

Markets and Distribution

CIGNA HealthCare targets the following markets for its products:

·  
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.

To date, the national and regional account markets have comprised a significant amount of CIGNA HealthCare's business.

CIGNA HealthCare employs group sales representatives to distribute its products and services through insurance brokers and insurance consultants or directly to employers.  CIGNA HealthCare also employs representatives to sell utilization review services, managed behavioral health care and employee assistance services directly to insurance companies, HMOs, third party administrators and employer groups.  As of December 31, 2007, the field sales force for the products and services of this segment consisted of approximately 840 sales representatives in approximately 100 field locations.
 
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Competition

CIGNA HealthCare's business is subject to intense competition, and industry consolidation has created an even more competitive business environment.  While no one competitor or small number of competitors dominates the health care market, CIGNA expects a continuing trend of consolidation in the industry with the emergence of consumer engagement intensifying this trend.

In certain geographic locations some health care companies may have significant market share positions.  A large number of health care companies and other entities compete in offering similar products.  Competition in the health care market exists both for employers and other groups sponsoring plans and for the employees in those instances where the employer offers its employees the choice of products of more than one health care company.  Most group policies are subject to annual review by the policyholder, who may seek competitive quotations prior to renewal.
 
The principal competitive factors are: quality of service; scope; cost-effectiveness and quality of provider networks; effectiveness of medical care management; product responsiveness to the needs of customers and their employees; cost-containment services; technology; price; and effectiveness of marketing and sales.  In addition, financial strength of the insurer, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor.  For more information concerning insurance ratings, see “Ratings” in Section J beginning on page 25.  CIGNA HealthCare believes that its national scope, integrated approach to consumer engagement, breadth of product and funding offerings, clinical care and medical management capabilities and funding options are strategic competitive advantages.  These advantages allow CIGNA to respond to the diverse needs of its customer base in each market in which it operates.  CIGNA also believes that its focus on helping to improve the health, well-being and security of its members will allow it to distinguish itself from its competitors.

The principal competitors are:

·  
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.

Competition also arises from smaller regional or specialty companies with strength in a particular geographic area or product line, administrative service firms and, indirectly, self-insurers.  In addition to these traditional competitors, a new group of competitors is emerging.  These new competitors are focused on delivering employee benefits and services through Internet-enabled technology that allows consumers to take a more active role in the management of their health.  This is accomplished primarily through financial incentives and access to enhanced medical quality data.  The effective use of the Company’s health advocacy capabilities, decision support tools (some of which are web-based) and enabling technology are critical to success in the health care industry, and CIGNA believes they will be competitive differentiators.  CIGNA believes that it has the capabilities and appropriate strategy to allow it to compete against both traditional and new competitors.
 
Industry Developments and Strategic Overview

Both state and federal lawmakers have supported a broad range of health care reform efforts due to the recent demand for changes to the health care industry.  The proposal and/or passing of any reform initiatives would affect the health care industry in general and CIGNA, specifically. CIGNA advocates creating a value-based healthcare system that makes access to care universal, fosters and rewards quality, and makes care more affordable by educating consumers to the true costs and quality of care and supporting better decision making.  CIGNA envisions such a system as a partnership between private and public sectors, taking the best of what the private and public sector programs offer and creating a system that addresses the needs of all.  CIGNA is intensely involved in developing workable solutions for reforming America's healthcare system.
 
As part of its business strategy, CIGNA continually evaluates potential acquisitions and other transactions that could enhance the Company’s competitive capabilities and provide a basis for membership growth and/or improved medical costs.  In 2007 CIGNA entered into a definitive agreement to acquire the assets of Great-West Healthcare, the healthcare division of Great-West Life & Annuity and acquired Sagamore Health Network, Inc., an Indiana-based health care provider network vendor.
 
 
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Also, in connection with CIGNA's long-term business strategy, the Company intends to continue to focus on the fundamentals of its health care business in order to provide consistent, reliable service to customers at a competitive cost; differentiating the health care business from its competitors by facilitating consumer engagement to realize improvement in the individual’s health and well-being; and segment expansion, particularly in the voluntary, individual, small employer (fewer than 200 employees) and seniors markets, in which CIGNA HealthCare expects high-growth opportunities that complement its core business.


 
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D.    Disability and Life

Principal Products and Services

CIGNA's Disability and Life operations provide the following insurance products and their related services:  group life insurance, long-term and short-term disability insurance, workers’ compensation and disability case management, and accident and specialty insurance.  These products and services are provided by subsidiaries of CIGNA Corporation.

Disability Insurance

CIGNA markets group long-term and short-term disability insurance products and services in all states and statutorily required disability insurance plans in certain states.  These products and services generally provide a fixed level of income to replace a portion of wages lost because of disability. They also provide assistance to the employee in returning to work and assistance to the employer in managing the cost of employee disability.  Group disability coverage is typically employer-paid or a combination of employer and employee-paid.

CIGNA also provides case management and related services to workers’ compensation insurers and employers who self-fund workers’ compensation and disability benefits.

CIGNA’s disability insurance products may be integrated with behavioral programs, workers’ compensation, medical programs, social security advocacy, and the Family and Medical Leave Act and leave of absence administration.  CIGNA believes this integration provides customers with increased efficiency and effectiveness in disability claims management, enhances productivity and reduces overall costs to employers.  Combining CIGNA disability and medical programs provides enhanced opportunities to influence outcomes, reduces the cost of both medical and disability events and improves the return to work rate.  CIGNA has formalized an integrated approach to health and wellness through the  Disability and Healthcare Connect Program.  This program uses information from the CIGNA HealthCare and Disability databases to help identify, treat and manage disabilities before they become chronic, longer in duration and more costly.  Proactive outreach from CIGNA Behavioral Health assists employees suffering from a mental health condition, either as a primary condition or as a result of another condition.  CIGNA may receive fees for providing these integrated services to clients.

CIGNA is a leader in returning employees to work quickly.  Shorter disability claim durations mean higher productivity and lower cost for employers and a better quality of life for their employees.  Employees also report a high degree of satisfaction with the support CIGNA provides them to manage their disabilities and return them back to work.  Data from a 2006 customer satisfaction survey showed that 9 out of 10 of CIGNA's short-term and long-term disability claimants were satisfied or very satisfied with how their claims were handled.

Approximately 5,600 disability policies covering approximately 4.3 million lives were outstanding as of December 31, 2007.
 
Life Insurance

Group life insurance products include group term life and group universal life.  Group term life insurance may be employer-paid basic life insurance or employee-paid supplemental life insurance.

CIGNA no longer actively markets group universal life insurance, but continues to administer the product for existing contractholders.  Group universal life insurance is a voluntary life insurance product in which the owner may accumulate cash value.  The cash value earns interest at rates declared from time to time, subject to a minimum guaranteed rate, and may be borrowed, withdrawn, or used to fund future life insurance coverage.  With group variable universal life insurance, the cash value varies directly with the performance of the underlying investments and neither the return nor the principal is guaranteed.
 
Approximately 6,100 group life insurance policies covering approximately 6.0 million lives were outstanding as of December 31, 2007.
 
Other

CIGNA offers personal accident insurance coverage, which consists primarily of accidental death and dismemberment and travel accident insurance to employers.  Group accident insurance may be employer-paid or employee-paid.

CIGNA also offers specialty insurance services that consist primarily of life, accident and disability insurance to professional associations, financial institutions, schools and participant organizations.

Voluntary benefits are those principally paid by the employee and are offered at the employer’s worksite.
 
 
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CIGNA plans provide, among other services, flexible enrollment options, list billing, medical underwriting, and individual record keeping. CIGNA designed its voluntary offerings to offer employers a complete and simple way to manage their benefits, including personalized enrollment communication and administration of the benefits program.

Markets and Distribution

CIGNA markets the group insurance products and services described above to employers, employees, professional and other associations and groups.  In marketing these products, CIGNA targets customers with 50 or more employees and employs group sales representatives to distribute the products and services of this segment through insurance brokers and consultants.  As of December 31, 2007, the field sales force for the products and services of this segment consisted of approximately 200 sales professionals in 27 field locations.

Pricing, Reserves and Reinsurance

Premiums and fees charged for disability and life insurance products are generally established in advance of the policy period and are generally guaranteed for one to three years, but contracts may be subject to early termination.

Premium rates reflect assumptions about future claims, expenses, credit risk, investment returns and profit margins. Claim and expense assumptions may be based in whole or in part on prior experience of the account or on a pool of accounts, depending on the group size and the statistical credibility of the experience.

Fees for universal life insurance products consist of mortality, administrative and surrender charges assessed against the policyholder’s fund balance.  Interest credited and mortality charges for universal life, and mortality charges on variable universal life, may be adjusted prospectively to reflect expected interest and mortality experience.

In addition to paying current benefits and expenses, CIGNA establishes reserves in amounts estimated to be sufficient to pay reported claims not yet paid, as well as claims incurred but not yet reported.  For liabilities with longer-term pay-out periods such as long-term disability, reserves represent the present value of future expected payments.  CIGNA discounts these expected payments using assumptions for interest rates and the length of time over which claims are expected to be paid. The annual effective interest rate assumption used in determining reserves for most of the long-term disability insurance business is 4.75% for claims that were incurred in 2007 and 2006.  For universal life insurance, CIGNA establishes reserves for deposits received and interest credited to the contractholder, less mortality and administrative charges assessed against the contractholder’s fund balance.

The profitability of this segment’s products depends on the adequacy of premiums charged relative to claims and expenses.  Effectiveness of return to work programs as well as adequate return on invested assets impact the profitability of disability insurance products.  For life insurance products, the degree to which future experience deviates from mortality, morbidity and expense assumptions also affect profitability.
 
In order to reduce its exposure to large individual and catastrophe losses under group life, disability and accidental death contracts CIGNA purchases reinsurance from unaffiliated reinsurers.
 
Competition

The principal competitive factors that affect the products of the Disability and Life segment are underwriting and pricing, the quality and effectiveness of claims management, relative operating efficiency, distribution methodologies and producer relations, the variety of products and services offered, and the quality of customer service.  The Company believes that CIGNA's claims management capabilities provide a competitive advantage in this marketplace.

For certain products with longer-term liabilities, such as group long-term disability insurance, the financial strength of the insurer, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor.  For more information concerning insurance ratings, see “Ratings” in Section J beginning on page 25.

The principal competitors of CIGNA’s group disability, life and accident businesses are other large and regional insurance companies that market and distribute these types of products.

As of December 31, 2007, CIGNA is one of the top providers of group disability, life and accident insurance, based on premiums.
 
 
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Industry Developments and Strategic Initiatives

The group insurance market remains highly competitive as the rising cost of providing medical coverage to employees has forced companies to reevaluate their overall employee benefit spending.  Demographic shifts have further driven demand for products and services that are sufficiently flexible to meet the evolving needs of employers and employees who want innovative, cost-effective solutions to their insurance needs.

Employers are also expressing a growing interest in employee wellness, absence management and productivity and recognizing a strong link between health, productivity and their profitability.  As a result, employers are looking to offer programs that promote a healthy lifestyle, offer assistance in returning to work and integrate healthcare and disability programs. CIGNA believes it is well positioned to deliver integrated solutions that address these broad employer and employee needs. CIGNA also believes that its strong disability management portfolio and fully integrated programs provide employers and employees tools to prevent disability and mitigate its impact on health, productivity and the employers’ profitability.


 
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E.     International

CIGNA’s international operations offer life, accident and supplemental health insurance products and international health care products and services.  These products and services are provided by subsidiaries of CIGNA Corporation, including foreign operating entities.

Principal Products and Markets

Life, Accident and Supplemental Health Insurance

CIGNA International’s life, accident and supplemental health insurance products generally provide simple, affordable coverage of risks for the health and financial security of individuals.  These products are marketed primarily through distribution partners with whom the individual has an affinity relationship.  Supplemental health products provide a specified payment for a variety of health risks and include personal accident, accidental death, critical illness, hospitalization, cancer and other dread disease coverages.  Variable universal life insurance products are also included in the product portfolio.  CIGNA International’s life, accident and supplemental health insurance operations are located in South Korea, Taiwan, Hong Kong, Indonesia, New Zealand, People’s Republic of China, Thailand, and the European Union.  In the third quarter of 2007, CIGNA sold its Chilean insurance operations.  In the third quarter of 2006, CIGNA entered into negotiations to sell its Brazilian life insurance business which is in run-off. The sale, which is subject to regulatory approval, is expected to close in 2008.

International Health Care Benefits

CIGNA International’s health care operations primarily consist of products and services to meet the needs of multinational companies and their expatriate employees and dependents.  These benefits include medical, dental, vision, life, accidental death and dismemberment and disability products.  The customers of CIGNA International’s expatriate benefits business are multinational companies and international organizations headquartered in the United States, Canada, Europe, the Middle East and other international locations.  The expatriate benefits products and services are offered through guaranteed cost, experience-rated, administrative services only, and minimum premium funding arrangements. For definitions of funding arrangements, see “Funding Arrangements” in Section C on page 5.

In addition, CIGNA International’s health care operations include medical products, which are provided through group benefits programs in the United Kingdom and Spain. These products are primarily medical indemnity insurance coverage, with some offerings having managed care or administrative service aspects.  These products generally provide an alternative or supplement to government programs.  In the fourth quarter of 2007, CIGNA sold its Guatemalan health insurance operations.

Distribution

CIGNA International’s life, accident and supplemental health insurance products are distributed primarily through direct marketing channels, such as outbound telemarketing, in-branch bancassurance and direct response television.  Marketing campaigns are conducted through these channels under a variety of arrangements with affinity partners.  These affinity partners primarily include banks, credit card companies and other financial institutions.

CIGNA International’s health care products are distributed through independent brokers and consultants, select partners as well as CIGNA International’s own sales personnel.
 
Pricing, Reserves and Reinsurance

Premiums for CIGNA International’s life, accident and supplemental health insurance products are based on assumptions about mortality, morbidity, customer retention, expenses and target profit margins, as well as interest rates.  The profitability of these products is affected by the degree to which future experience deviates from these assumptions.
 
Fees for variable universal life insurance products consist of mortality, administrative, asset management and surrender charges assessed against the contractholder’s fund balance.  Mortality charges on variable universal life may be adjusted prospectively to reflect expected mortality experience.

Premiums and fees for CIGNA International’s health care products reflect assumptions about future claims, expenses, investment returns, and profit margins.  For products using networks of contracted providers, premiums reflect assumptions about the impact of provider contracts and utilization management on future claims.  Most of the premium volume for the medical indemnity business is on a guaranteed cost basis.  Other
 
 
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premiums are established on an experience-rated basis.  Most contracts permit rate changes at least annually.

The profitability of health care products is dependent upon the accuracy of projections for health care inflation (unit cost, location of delivery of care and utilization), the adequacy of fees charged for administration and risk assumption and, in the case of managed care products, effective medical cost management.

In addition to paying current benefits and expenses, CIGNA International establishes reserves in amounts estimated to be sufficient to settle reported claims not yet paid, as well as claims incurred but not yet reported. Additionally, for some individual life insurance and supplemental health insurance products, CIGNA International establishes policy reserves which reflect the present value of expected future obligations less the present value of expected future premiums net of costs and profits.  CIGNA International defers acquisition costs incurred in the sales of long-duration life, accident and supplemental health products.  For most products, these costs are amortized in proportion to premium revenue recognized, the timing of which is impacted by customer retention.  For variable universal life products, acquisition costs are amortized in proportion to expected gross profits.

CIGNA International reduces its exposure to large and/or multiple losses arising out of a single occurrence by purchasing reinsurance from unaffiliated reinsurers.

Competition

Competitive factors in CIGNA International’s life, accident and supplemental health operations include product innovation and differentiation, efficient management of direct marketing processes, commission levels paid to distribution partners, and quality of claims and policyholder services.

The principal competitive factors that affect CIGNA International’s health care operations are underwriting and pricing, relative operating efficiency, relative effectiveness in medical cost management, product innovation and differentiation, producer relations, and the quality of claims and customer service.  In most overseas markets, perception of financial strength is also an important competitive factor.

For the life, accident and supplemental health insurance line of business, locally based competitors are primarily locally based insurance companies, including insurance subsidiaries of banks.  However, insurance company competitors in this segment primarily focus on traditional product distribution through captive agents, with direct marketing being a secondary objective.  CIGNA International estimates that it has less than 2% market share of the total life insurance premiums in any given market in which it operates.

For the expatriate benefits business, CIGNA International is a market leader in the U.S., whose primary competitors include U.S.-based and European health insurance companies with global expatriate benefits operations.  For the health care operations in the UK and Spain, the primary competitors are regional and local insurers, with CIGNA's market share at less than 5% of the premiums of the total local healthcare market.
 
CIGNA International expects that the competitive environment will intensify as U.S. and Europe-based insurance and financial services providers pursue global expansion opportunities.

CIGNA International conducts some of its international health care benefits operations and all of its life, accident and supplemental health insurance operations through foreign operating entities that maintain assets and liabilities in local currencies.  This reduces the exposure to economic loss resulting from unfavorable exchange rate movements.  For information on the effect of foreign exchange exposure, see “Market Risk” on page 62 and Note 2(R) to CIGNA’s 2007 Financial Statements on page 78 of this Form 10-K.
 
South Korea represents the single largest geographic market for CIGNA International’s businesses.  In 2007, South Korea generated 31% of CIGNA International’s revenues and 41% of its segment earnings.  For information on the concentration of risk with respect to CIGNA International’s business in South Korea, see “Other Items Affecting International Results” on page 53 of this Form 10-K.

Industry Developments

Pressure on social health care systems and increased wealth and education in emerging markets is leading to higher demand for products providing health insurance and financial security.  In the life, accident and supplemental health business, direct marketing is growing and attracting new competitors while industry consolidation among financial institutions and other affinity partners continues.  For the international health care benefits business, trade liberalization and rapid economic growth in emerging markets is leading to multi-national companies expanding foreign operations.


 
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F.     Other Operations

Other Operations consists of:

·       non-leveraged and leveraged corporate-owned life insurance;

·       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.

The products and services related to these operations are or were offered by subsidiaries of CIGNA Corporation.

Corporate-owned Life Insurance (“COLI”)

Principal Products and Markets

The principal products of the COLI business are permanent insurance contracts sold to corporations to provide coverage on the lives of certain of their employees.  Permanent life insurance provides coverage that, when adequately funded, does not expire after a term of years.  The contracts are primarily non-participating universal life policies.  The key distinction between leveraged and non-leveraged COLI products is that, with leveraged COLI, the product design anticipates borrowing by the policy owner of a portion of the surrender value, while policy loans are not a significant feature of non-leveraged COLI.

Universal life policies typically provide flexible coverage and flexible premium payments.  Policy cash values fluctuate with the amount of the premiums paid, mortality and expense charges assessed, and interest credited to the policy. Variable universal life policies are universal life contracts in which the cash values vary directly with the performance of a specific pool of investments underlying the policy.

The principal services provided by the corporate-owned life insurance segment are issuance and administration of the insurance policies (e.g., maintenance of records regarding cash values and death benefits, claims processing, etc.) as well as oversight of the investment management for separate account assets that support the variable universal life product.  The principal markets for COLI products are mid to large sized corporations, including banks.

Product Features

Cash values on universal life policies are credited interest at a declared interest rate that reflects the anticipated investment results of the assets backing these policies and may vary with the characteristics of each product.  Universal life policies generally have a minimum guaranteed declared interest rate which may be cumulative from the issuance date of the policy.  The declared interest rate may be changed monthly, but is generally changed less frequently.  Variable universal life products do not have a guaranteed minimum crediting rate.

In lieu of credited interest rates, holders of certain universal life policies may elect to receive credited income based on changes in an equity index, such as the S&P 500®.  No such elections have been made since 2004.

Mortality risk is retained according to guidelines established by CIGNA.  To the extent a given policy carries mortality risk that exceeds these guidelines; reinsurance is purchased from third parties for the balance.

Distribution

CIGNA's COLI products are offered through a select group of independent brokers with particular expertise in the bank market and in the use of COLI for the financing of benefit plan liabilities.

Industry Developments and Strategic Initiatives

The legislative environment surrounding COLI has evolved considerably over the past decade.  Most recently, the Pension Protection Act of 2006 included provisions related to the notice requirements given to insured employees and limited coverage to certain more highly compensated employees.  These changes were widely viewed as clarification of existing rules or industry best practices.

Sale of Individual Life Insurance & Annuity and Retirement Benefits Businesses

CIGNA sold its individual life insurance and annuity business in 1998 and its retirement business in 2004.  Portions of the gains from these sales were deferred because the principal agreements to sell these businesses were structured as reinsurance arrangements.  The deferred portion relating to the remaining reinsurance is being recognized at the rate that earnings from the sold
 
 
16

 
 businesses would have been expected to emerge, primarily over 15 years on a declining basis.

Because the individual life and annuity business was sold in an indemnity reinsurance transaction, CIGNA is not relieved of primary liability for the reinsured business. Effective as of December 14, 2007, the purchaser placed the assets supporting the reserves for the purchased business into a trust for the benefit of CIGNA which qualifies to support CIGNA's credit for the reinsurance ceded under Regulation 114 of the New York Department of Insurance.  As of December 31, 2007, the assets in the trust had a value of approximately $4.5 billion.

CIGNA's sale of its retirement business primarily took the form of an arrangement under which CIGNA reinsured with the purchaser of the retirement business the general account contractholder liabilities under an indemnity reinsurance arrangement and the separate account liabilities under modified coinsurance and indemnity reinsurance arrangements.

Since the sale of the retirement benefits business in 2004, the purchaser of that business has entered into agreements with certain insured party contractholders (“novation agreements”), which relieved CIGNA of any remaining contractual obligations to the contractholders. As a result, CIGNA reduced reinsurance recoverables, contractholder deposit funds, and separate account balances for these obligations.

The purchaser of the retirement benefits business deposited assets associated with the reinsurance of general account contracts into a trust (the "Ceded Business Trust") to provide security to CIGNA for the related reinsurance recoverables. The purchaser is permitted to withdraw assets from the Ceded Business Trust equal to the reduction in CIGNA's reserves whenever a reduction occurs. For example, reductions will occur when the purchaser enters into additional novation agreements and directly assumes liability to the insured party. As of December 31, 2007, assets totaling $4.0 billion remained in the Ceded Business Trust.

Settlement Annuity Business

CIGNA's settlement annuity business is a run-off block of contracts.  These contracts are primarily liability settlements with approximately half of the payments guaranteed and not contingent on survivorship. In the case of the contracts that involve non-guaranteed payments, such payments are contingent on the survival of one or more parties involved in the settlement.

 
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G.    Investments and Investment Income

CIGNA’s investment operations provide investment management and related services primarily for CIGNA’s corporate invested assets and the insurance-related invested assets in its General Account ("Invested Assets"). CIGNA acquires or originates, directly or through intermediaries, various investments including private placements, public securities, commercial mortgage loans, real estate and short-term investments.  CIGNA’s Invested Assets are managed primarily by CIGNA subsidiaries and external managers with whom CIGNA's subsidiaries contract.

The Invested Assets comprise a majority of the combined assets of the Health Care, Disability and Life, Other Operations, and Run-off Reinsurance segments (collectively, the “Domestic Portfolios”).  There are, in addition, portfolios containing Invested Assets that consist of the assets of the International segment (collectively, the “International Portfolios”).

Net investment income and realized investment gains (losses) are not reported separately in the investment operations.  However, net investment income is included as a component of earnings for each of CIGNA's operating segments (Health Care, Disability and Life, Other Operations, Run-off Reinsurance and International), net of the expenses attributable to the investment operations.

Assets Under Management

CIGNA’s Invested Assets under management at December 31, 2007 totaled $17.5 billion.  See Schedule I to CIGNA's 2007 Financial Statements on page FS-3 of this Form 10-K for more information as to the allocation to types of investments.

As of December 31, 2007, CIGNA's separate account funds consisted of:

·      
$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.

Types of Investments

CIGNA invests in a broad range of asset classes, including domestic and international fixed maturities and common stocks, commercial mortgage loans, real estate and short-term investments. Fixed maturity investments include publicly traded and private placement corporate bonds, government bonds, publicly traded and private placement asset-backed securities, and redeemable preferred stocks.  In connection with CIGNA's investment strategy to enhance investment yields by selling senior participations of commercial mortgage loans, as of December 31, 2007, commercial mortgage loans includes $77 million of commercial mortgage loans originated with the intent to sell.  These commercial mortgage loans held for sale are carried at the lower of cost or market with any resulting valuation allowance reported in realized investment gains and losses.

For the International Portfolios, CIGNA invests primarily in publicly traded fixed maturities, short-term investments and time deposits denominated in the currency of the relevant liabilities and surplus.

Fixed Maturities

CIGNA invests primarily in investment grade fixed maturities rated by rating agencies (for public investments) and by CIGNA (for private investments).  For information about below investment grade holdings, see “Investment Assets” on page 60 of this Form 10-K.

Commercial Mortgages and Real Estate

Commercial mortgage loan investments are subject to underwriting criteria addressing loan-to-value ratio, debt service coverage, cash flow, tenant quality, leasing, market, location and borrower’s financial strength.  Such investments consist primarily of first mortgage loans on commercial properties and are diversified by property type, location and borrower.  CIGNA invests primarily in commercial mortgages on fully completed and substantially leased commercial properties.  Virtually all of CIGNA’s commercial mortgage loans are balloon payment loans, under which all or a substantial portion of the loan principal is due at the end of the loan term.  CIGNA holds no direct residential mortgages.  The weighted average loan to value ratio of the Company’s commercial mortgage loan portfolio as of December 31, 2007 was approximately 62%.
 
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CIGNA enters into joint ventures with local partners to develop, lease and manage, and sell commercial real estate to maximize investment returns.  CIGNA's portfolio of real estate investments consists of properties under development and stabilized properties, and is diversified relative to property type and location.  CIGNA also acquires real estate through foreclosure of commercial mortgage loans.  CIGNA rehabilitates, re-leases and sells foreclosed properties, a process that usually takes from two to four years unless management considers a near-term sale preferable.  Additionally, CIGNA invests in third party sponsored real estate funds to maximize investment returns and to maintain diversity with respect to its real estate related exposure.  CIGNA did not sell any foreclosed properties in 2007.

Mezzanine and Private Equity Partnerships

CIGNA invests in limited partnership interests in partnerships formed and managed by seasoned, experienced fund managers with diverse mezzanine and private equity strategies.

Derivative Instruments

CIGNA generally uses derivative financial instruments to minimize its exposure to certain market risks.  CIGNA has also written derivative instruments to minimize certain insurance customers’ market risks.  In addition, to enhance investment returns, CIGNA may invest in indexed credit default swaps or other credit derivatives from time to time.  For information about CIGNA’s use of derivative financial instruments, see Note 10(F) to CIGNA’s 2007 Financial Statements on page 88 of this Form 10-K.

See also “Investment Assets” on page 60, and Notes 2, 10, and 11 to the Financial Statements on pages 71, 86 and 91 of this Form 10-K for additional information about CIGNA’s investments.

Domestic Portfolios – Investment Strategy

As of December 31, 2007 the Domestic Portfolios had $16.1 billion in Invested Assets, allocated among fixed maturity investments (67%); commercial mortgage loan investments (20%); and policy loans, real estate investments and mezzanine and private equity partnership investments (13%).  CIGNA realized gains of $32 million from sales of equity real estate investments in 2007.

CIGNA generally manages the characteristics of these assets to reflect the underlying characteristics of related insurance and contractholder liabilities and related capital requirements, as well as regulatory and tax considerations pertaining to those liabilities, and state investment laws.  CIGNA’s domestic insurance and contractholder liabilities as of December 31, 2007, excluding liabilities of businesses sold through the use of reinsurance arrangements, were associated with the following products, and the Invested Assets are allocated proportionally as follows: other life and health, 18%; fully guaranteed annuity, 32%; and interest-sensitive life insurance, 50%.

While the businesses and products supported are described elsewhere in this Form 10-K, the Invested Assets supporting CIGNA's insurance and contractholder liabilities related to each of its segments are as follows:
 
·      
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.
 
 
19


·      
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.
 
Investment strategy and results are affected by the amount and timing of cash available for investment, competition for investments, economic conditions, interest rates and asset allocation decisions.  CIGNA routinely monitors and evaluates the status of its investments in light of current economic conditions, trends in capital markets and other factors.  Such factors include industry sector considerations for fixed maturity investments and mezzanine and private equity partnership investments, and geographic and property-type considerations for commercial mortgage loan and real estate investments.

International Portfolios – Investment Strategy

As of December 31, 2007 the International portfolios had $1.4 billion in Invested Assets.  The International portfolios are primarily managed by external managers with whom CIGNA's subsidiaries contract.

The characteristics of these assets are generally managed to reflect the underlying characteristics of related insurance and contractholder liabilities, as well as regulatory and tax considerations in the countries where CIGNA's subsidiaries operate.  Assets are generally invested in the currency of related liabilities, typically the currency in which the subsidiaries operate.  CIGNA's investment policy allows the investment of subsidiary assets in U.S. dollars to the extent permitted by regulation.  CIGNA's international Invested Assets as of December 31, 2007 were held in support of statutory surplus and liabilities associated with the types of insurance products described below.

Accident and health insurance consists of various individual group and individual life, accident and health products.  Interest sensitive products primarily consist of “return of premium” products in which the nominal amount of premiums paid for a multi-year accident and health policy are paid back to the policyholder at the end of the contract period.  Invested Assets supporting these products are fixed income investments that generally match the aggregate duration of the investment portfolio with that of the related benefit cash flows.


 
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H.    Run-off Reinsurance

Principal Products and Markets

Until 2000, CIGNA offered reinsurance coverage for part or all of the risks written by other insurance companies (or “cedents”) under life and annuity policies (both group and individual); accident policies (personal accident, catastrophe and workers' compensation coverages); and health policies.  These products were sold principally in North America and Europe through a small sales force and through intermediaries.

In 2000, CIGNA sold its U.S. individual life, group life and accidental death reinsurance businesses.  CIGNA placed its remaining reinsurance businesses (including its accident, domestic health, international life and health, and annuity reinsurance businesses) into run-off as of June 1, 2000 and stopped underwriting new reinsurance business.

Prior to 2000, CIGNA also purchased reinsurance to reduce the risk of losses on contracts that it had written.  CIGNA determines its net exposure for run-off reinsurance contracts by estimating the portion of its policy and claim reserves that it expects will be recovered from its reinsurers (or “retrocessionaires”) and reflecting these in its financial statements as Reinsurance Recoverables, or, with respect to guaranteed minimum income benefit contracts discussed below, as Other Assets.

CIGNA’s exposures stem primarily from its annuity reinsurance business, including its reinsurance of guaranteed minimum death benefit and guaranteed minimum income benefit contracts, and its reinsurance of workers' compensation and other personal accident risks.

Guaranteed Minimum Death Benefit Contracts

CIGNA’s reinsurance operations reinsured guaranteed minimum death benefits under certain variable annuities issued by other insurance companies.  These variable annuities are essentially investments in mutual funds combined with a death benefit.  CIGNA has equity and other market exposures as a result of this product.

For additional information about guaranteed minimum death benefit contracts, see “Guaranteed Minimum Death Benefits” under “Run-off Reinsurance” on page 53 and Note 7 to CIGNA's 2007 Financial Statements on page 80 of this Form 10-K.

Guaranteed Minimum Income Benefit Contracts

In certain circumstances where CIGNA's reinsurance operations reinsured the guaranteed minimum death benefit, CIGNA also reinsured guaranteed minimum income benefits under certain variable annuities issued by other insurance companies. These variable annuities are essentially investments in mutual funds combined with minimum income and death benefits.  When annuitants elect to receive these minimum income benefits, CIGNA may be required to make payments which will vary based on changes in underlying mutual fund values and interest rates.  CIGNA has retrocessional coverage for 55% of the exposures on these contracts, provided by two external reinsurers.

For additional information about guaranteed minimum income benefit contracts, see “Guaranteed Minimum Income Benefits” under “Run-off Reinsurance” on page 54, and Note 20(B) to CIGNA's 2007 Financial Statements on page 99 of this Form 10-K.

Workers' Compensation and Personal Accident

CIGNA reinsured workers' compensation and other personal accident risks in the London market and in the United States.  CIGNA purchased retrocessional coverage in these markets to substantially reduce the risk of loss on these contracts.  Disputes involving a number of these reinsurance and retrocessional contracts have been substantially resolved and some of the disputed contracts have been commuted.  For more information see “Legal Proceedings” in Item 3 on pages 35 and 36.

For more information see “Run-off Reinsurance” on page 53, and Note 8 to CIGNA's 2007 Financial Statements on page 83 of this Form 10-K.
 
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I.      Regulation

CIGNA and its subsidiaries are subject to federal, state and international regulations and CIGNA has established policies and procedures to comply with applicable requirements.

CIGNA's insurance and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business.  These subsidiaries are subject to numerous state and federal regulations related to their business operations, including, but not limited to:

·  
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).

CIGNA also complies with regulations in international jurisdictions where foreign insurers are, in some countries, faced with greater restrictions than their domestic competitors. These restrictions may include discriminatory licensing procedures, compulsory cessions of reinsurance, required localization of records and funds, higher premium and income taxes, and requirements for local participation in an insurer’s ownership.

Other types of regulatory oversight are described below.

Regulation of Insurance Companies

Financial Reporting

Regulators closely monitor the financial condition of licensed insurance companies and HMOs.  States regulate the form and content of statutory financial statements and the type and concentration of permitted investments.  CIGNA's insurance and HMO subsidiaries are required to file periodic financial reports with regulators in most of the jurisdictions in which they do business, and their operations and accounts are subject to examination by such agencies at regular intervals.

Guaranty Associations, Indemnity Funds, Risk Pools and Administrative Funds

Most states and certain non-U.S. jurisdictions require insurance companies to support guaranty associations or indemnity funds, which are established to pay claims on behalf of insolvent insurance companies.  In the United States, these associations levy assessments on member insurers licensed in a particular state to pay such claims.
 
Several states also require HMOs to participate in guaranty funds, special risk pools and administrative funds.  For additional information about guaranty fund and other assessments, see Note 20(D) to CIGNA’s 2007 Financial Statements on page 100 of this Form 10-K.
 
Some states also require health insurers and HMOs to participate in assigned risk plans, joint underwriting authorities, pools or other residual market mechanisms to cover risks not acceptable under normal underwriting standards.

Solvency and Capital Requirements

Many states have adopted some form of the National Association of Insurance Commissioners (“NAIC”) model solvency-related laws and risk-based capital rules (“RBC rules”) for life and health insurance companies.  The RBC rules recommend a minimum level of capital depending on the types and quality of investments held, the types of business written and the types of liabilities incurred.  If the ratio of the insurer’s adjusted surplus to its risk-based capital falls below statutory required minimums, the insurer could be subject to regulatory actions ranging from increased scrutiny to conservatorship.
 
 
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In addition, various non-U.S. jurisdictions prescribe minimum surplus requirements that are based upon solvency, liquidity and reserve coverage measures.  During 2007, CIGNA’s HMOs and life and health insurance subsidiaries, as well as non-U.S. insurance subsidiaries, were compliant with applicable RBC and non-U.S. surplus rules.
 
The NAIC is considering changing statutory reserving rules for variable annuities.  Any changes would apply to CIGNA's reinsurance contracts covering guaranteed minimum death benefits and guaranteed minimum income benefits, and would impact CIGNA's overall surplus level.

Holding Company Laws

CIGNA's domestic insurance companies and certain of its HMOs are subject to state laws regulating subsidiaries of insurance holding companies.  Under such laws, certain dividends, distributions and other transactions between an insurance or HMO subsidiary and its affiliates may require notification to, or approval by, one or more state insurance commissioners.

Oversight of Marketing, Advertising and Broker Compensation

State and/or federal regulatory scrutiny of life and health insurance company and HMO marketing and advertising practices, including the adequacy of disclosure regarding products and their administration, may result in increased regulation. Products offering limited benefits, such as those issued in connection with the Star HRG business acquired in July 2006, may attract increased regulatory scrutiny.  States have responded to concerns about the marketing, advertising and administration of insurance and HMO products and administrative practices by increasing the number and frequency of market conduct examinations and imposing larger penalties for violations of applicable laws and regulations.

In recent years, perceived abuses in broker compensation practices have been the focus of greatly heightened regulatory scrutiny.  This increased regulatory focus may lead to legislative or regulatory changes that would affect the manner in which CIGNA and its competitors compensate brokers.  For more information regarding general governmental inquiries relating to CIGNA companies, see “Legal Proceedings” in Item 3 on pages 35 and 36.

Licensing Requirements

Pharmacy Licensure Laws

Certain CIGNA companies are pharmacies which dispense prescription drugs to participants of benefit plans administered or insured by CIGNA subsidiary HMOs and insurance companies.  These pharmacy-subsidiaries are subject to state licensing requirements and regulation.

Claim Administration, Utilization Review and Related Services  
 
CIGNA subsidiaries contract for the provision of claim administration, utilization management and other related services with respect to the administration of self-insured benefit plans. These CIGNA subsidiaries are subject to state licensing requirements and regulation.

Federal Regulations

Employment Retirement Income Security Act
 
CIGNA sells most of its products and services to sponsors of employee benefit plans that are governed by the Federal Employment Retirement Income Security Act (“ERISA”).  CIGNA companies may be subject to requirements imposed by ERISA on plan fiduciaries and parties in interest, including regulations affecting claim and appeals procedures for health, dental, disability, life and accident plans.

Medicare Regulations

Several CIGNA subsidiaries engage in businesses that are subject to federal Medicare regulations such as:

·  
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.

Federal Audits of Government Sponsored Health Care Programs

Participation in government sponsored health care programs subjects CIGNA to a variety of federal laws and regulations and risks associated with audits conducted
 
 
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under the programs (which may occur in years subsequent to provision by CIGNA of the relevant services under audit).  These risks may include reimbursement claims as well as potential fines and penalties.  For example, the federal government requires Medicare and Medicaid providers to file detailed cost reports for health care services provided.  These reports may be audited in subsequent years.  CIGNA HMOs that contract to provide community-rated coverage to participants in the federal Employees Health Benefit Plan may be required to reimburse the federal government if, following an audit, it is determined that a federal employee group did not receive the benefit of a discount offered by a CIGNA HMO to one of the two groups closest in size to the federal employee group.  See “Health Care” in Section C beginning on page 2 for additional information about CIGNA’s participation in government health-related programs.

Privacy and Information Disclosure and Portability Regulations

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes requirements for guaranteed issuance (for groups with 50 or fewer lives), electronic data security standards, and renewal and portability, on health care insurers and HMOs.  In addition, HIPAA regulations required the assignment of a unique national identifier for providers by May, 2007.  The federal government and states (as well as most non-U.S. jurisdictions) impose requirements regarding the use and disclosure of identifiable information about individuals and, in an effort to deal with the growing threat of identity theft, the handling of privacy and security breaches.
 
Antitrust Regulations

CIGNA companies are also engaged in activities that may be scrutinized under federal and state antitrust laws and regulations.  These activities include the administration of strategic alliances with competitors, information sharing with competitors and provider contracting.

Anti-Money Laundering Regulations

Certain CIGNA lines of business are subject to United States Department of the Treasury anti-money laundering regulations.  Those lines of business have implemented anti-money laundering policies designed to insure their affected products comply with the regulations.

Investment-Related Regulations

Depending upon their nature, CIGNA's investment management activities are subject to U.S. federal securities laws, ERISA, and other federal and state laws governing investment related activities.  In many cases, the investment management activities and investments of individual insurance companies are subject to regulation by multiple jurisdictions.

Regulatory Developments

The business of administering and insuring employee benefit programs, particularly health care programs, is heavily regulated by federal and state laws and administrative agencies, such as state departments of insurance and the federal Departments of Labor and Justice, as well as the courts.  In the growing area of consumer-driven plans, health savings accounts and health reimbursement accounts are also regulated by the United States Department of the Treasury and the Internal Revenue Service.  For information on Regulatory and Industry Developments, see page 56 in the MD&A section and Note 20(D) to CIGNA's 2007 Financial Statements on page 100 of this Form 10-K.

Federal regulation and legislation may affect CIGNA’s operations in a variety of ways.  In addition to proposals discussed above related to increased regulation of the health care industry, other proposed federal measures that may significantly affect CIGNA’s operations include calls for universal health care coverage, market reforms achieved through state and federal legislation, modifications of the Medicare program, and employee benefit regulation including modification to the tax treatment of employee benefits.

The economic and competitive effects of the legislative and regulatory proposals discussed above on CIGNA’s business operations will depend upon the final form of any such legislation or regulation.


 
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J.    Ratings

CIGNA and certain of its insurance subsidiaries are rated by nationally recognized rating agencies.  The significance of individual ratings varies from agency to agency.  However, companies assigned ratings at the top end of the range have, in the opinion of the rating agency, the strongest capacity for repayment of debt or payment of claims, while companies at the bottom end of the range have the weakest capacity.

Insurance ratings represent the opinions of the rating agencies on the financial strength of a company and its capacity to meet the obligations of insurance policies. The principal agencies that rate CIGNA’s insurance subsidiaries characterize their insurance rating scales as follows:

 
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”).

As of February 27, 2008, the insurance financial strength ratings for CIGNA subsidiaries, Connecticut General Life Insurance Company (CG Life) and Life Insurance Company of North America (LINA) were as follows:

 
CG Life
LINA
 
Insurance Ratings(1)
Insurance Ratings (1)
     
A.M. Best
A
A
 
(“Excellent,”
(“Excellent,”
 
3rd of 16)
3rd of 16)
Moody’s
A2
A2
 
(“Good,”
(“Good,”
 
6th of 21)
6th of 21)
S&P
A
 
 
(“Strong,”
 
 
6th of 21)
 
Fitch
 A+
A+
 
(“Strong,”
(“Strong,”
 
5th 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).

Debt ratings are assessments of the likelihood that a company will make timely payments of principal and interest.  The principal agencies that rate CIGNA’s senior debt characterize their rating scales as follows:

 
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”).

The commercial paper rating scales for those agencies are as follows:

 
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”). 
 
 
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As of February 27, 2008, the debt ratings assigned to CIGNA Corporation by the following agencies were as follows:
 

Debt Ratings(1)
CIGNA CORPORATION

   
Commercial
 
Senior Debt
Paper
Moody’s                                                                        
Baa2
P2
 
(“Adequate,”
(“Strong,”
 
9th of 21)
2nd of 4)
S&P                                                                        
BBB+
A2
 
(“Adequate,”
(“Good,”
 
8th of 22)
3rd of 7)
Fitch                                                                        
BBB+
F2
 
(“Good,”
8th of 24)
(“Moderately Strong,”
3rd of 7)
 
________________________
(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.
 

 
In February 2007, Moody’s upgraded CIGNA Corporation’s senior debt rating to “Baa2” from “Baa3” and upgraded the financial strength ratings of CG Life and LINA to “A2” from “A3.”  At the same time, Moody’s upgraded the commercial paper rating to “P2” from “P3”.  In March 2007, S&P upgraded CIGNA Corporation’s senior debt rating to “BBB+” from “BBB” and upgraded the financial strength ratings of CG Life to “A” from “A-.”  At the same time, Fitch upgraded CIGNA Corporation’s senior debt rating to “BBB+” from “BBB” and upgraded the financial strength ratings of CG Life and LINA to “A+” from “A.”  CIGNA is committed to maintaining appropriate levels of capital in its subsidiaries to support finacial strength ratings that meet customers’ expectations, and to improving the earnings of the health care business. Lower ratings at the parent company level increase the cost to borrow funds. Lower ratings of CG Life could adversely affect new sales and retention of current business.


 
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K.      Miscellaneous

Portions of CIGNA’s insurance business are seasonal in nature. Reported claims under group health products are generally higher in the first quarter.

CIGNA and its principal subsidiaries are not dependent on business from one or a few customers. No customer accounted for 10% or more of CIGNA’s consolidated revenues in 2007. CIGNA and its principal subsidiaries are not dependent on business from one or a few brokers or agents. In addition, CIGNA’s insurance businesses are generally not committed to accept a fixed portion of the business submitted by independent brokers and agents, and generally all such business is subject to its approval and acceptance.

CIGNA had approximately 26,600, 27,100, and 28,000 employees as of December 31, 2007, 2006 and 2005, respectively.


 
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Item 1A.  RISK FACTORS

CIGNA’s businesses face risks and uncertainties, including those discussed below and elsewhere in this report. These factors represent risks and uncertainties that could have a material adverse effect on CIGNA’s business, results of operations and financial condition.  These risks and uncertainties are not the only ones CIGNA faces. Others risks and uncertainties that CIGNA does not know about now, or that the Company does not now think are significant, may impair its business or the trading price of its securities.  The following are significant risks identified by CIGNA.

If CIGNA does not execute on its strategic initiatives, there could be a material adverse effect on CIGNA’s results of operations and in certain situations, CIGNA's financial condition.

The future performance of CIGNA’s business will depend in large part on CIGNA’s ability to execute effectively and implement its strategic initiatives.  These initiatives include: executing CIGNA's consumer engagement strategy, including designing products to meet emerging market trends and ensuring that an appropriate infrastructure is in place to meet the needs of customers and members; continuing to reduce medical costs; market expansion, in particular in the individual and small business markets, as well as growth in medical and specialty membership; and further improving the efficiency of operations, including lowering operating costs and enabling higher value services.

Successful execution of these initiatives depends on a number of factors including:

·
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.

If CIGNA does not adequately invest in and effectively execute improvements in its information technology infrastructure and improve its functionality, it will not be able to deliver the service required in the evolving marketplace.

CIGNA's success in executing its consumer engagement strategy depends on the Company’s continued improvements to its information technology infrastructure and customer service offerings. The marketplace is evolving and the level of service that is acceptable to consumers today will not necessarily be acceptable tomorrow. The Company must continue to invest in long term solutions that will enable it to meet customer expectations. CIGNA's success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support the Company’s business processes in a cost-efficient and resource-efficient manner.  CIGNA also must develop new systems to meet the current market standard and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and customer needs.  System development projects are long term in nature, may be more costly than expected to complete, and may not deliver the expected benefits upon completion.  If the Company does not effectively manage and upgrade its technology portfolio, CIGNA's operating results may be adversely affected.
 
If CIGNA fails to properly maintain the integrity or security of its data or to strategically implement new information systems, there could be a material adverse effect on CIGNA’s business.

CIGNA’s business depends on effective information systems and the integrity and timeliness of the data it uses to run its business.  CIGNA’s business strategy requires providing members and providers with Internet-enabled products and information to meet their needs. CIGNA’s
 
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ability to adequately price its products and services, establish reserves, provide effective and efficient service to its customers, and to timely and accurately report its financial results also depends significantly on the integrity of the data in its information systems.  If the information CIGNA relies upon to run its businesses were found to be inaccurate or unreliable due to fraud or other error, or if CIGNA were to fail to maintain effectively its information systems and data integrity, the Company could have problems with, among other things:  operational disruptions, which may impact customers, physicians and other health care providers; determining medical cost estimates and establishing appropriate pricing; retaining and attracting customers; and regulatory compliance.

If CIGNA were unable to maintain the security of any sensitive data residing on the Company’s systems whether due to our own actions or those of any vendors, our reputation would be adversely affected and we could be exposed to litigation or other actions, fines or penalties, any of which could adversely affect our business or financial condition.

If premiums are insufficient to cover the cost of health care services delivered to members, or if CIGNA’s estimates of medical claim reserves for its guaranteed cost and experience-rated businesses based upon estimates of future medical claims are inadequate, profitability could decline.

CIGNA’s profitability depends, in part, on its ability to accurately predict and control future health care costs through underwriting criteria, provider contracting, utilization management and product design. Premiums in the health care business are generally fixed for one-year periods. Accordingly, future cost increases in excess of medical cost projections reflected in pricing cannot generally be recovered in the contract year through higher premiums. Although CIGNA bases the premiums it charges on its estimate of future health care costs over the fixed premium period, actual costs may exceed what was estimated and reflected in premiums. Factors that may cause actual costs to exceed premiums include: medical cost inflation; higher than expected utilization of medical services; the introduction of new or costly treatments and technology; and membership mix.

CIGNA records medical claims reserves for estimated future payments. The Company continually reviews estimates of future payments relating to medical claims costs for services incurred in the current and prior periods and makes necessary adjustments to its reserves. However, actual health care costs may exceed what was estimated.

If CIGNA fails to manage successfully its outsourcing projects and key vendors, CIGNA’s financial results could be harmed.

CIGNA takes steps to monitor and regulate the performance of independent third parties who provide services or to whom the Company delegates selected functions. These third parties include information technology system providers, independent practice associations and specialty service providers.

In addition to the software applications and human resource operations support IBM had previously provided pursuant to several smaller contracts, in 2006, CIGNA entered into an agreement with IBM to operate significant portions of its information technology infrastructure, including the provision of services relating to its call center application, enterprise content management, risk-based capital analytical infrastructure and voice and data communications network.  The 2006 contract with IBM includes several service level agreements, or SLAs, related to issues such as performance and job disruption with significant financial penalties if these SLAs are not met.  However, the Company may not be adequately indemnified against all possible losses through the terms and conditions of the agreement. In addition, some of CIGNA’s termination rights are contingent upon payment of a fee, which may be significant.  If CIGNA's relationship with IBM is terminated, the Company may experience disruption of service to customers, which could affect CIGNA's business, results of operations, and financial condition.
 
Arrangements with key vendors may make CIGNA’s operations vulnerable if third parties fail to satisfy their obligations to the Company, as a result of their performance, changes in their own operations, financial condition, or other matters outside of CIGNA’s control.  Certain legislative authorities have in recent periods discussed or proposed legislation that would restrict outsourcing and, if enacted, could materially increase CIGNA’s costs.  Further, CIGNA may not fully realize on a timely basis the anticipated economic and other benefits of the outsourcing projects or other relationships it enters into with key vendors which could result in substantial costs or other operational or financial problems that could adversely impact the Company’s financial results.
 
 
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A downgrade in the financial strength ratings of CIGNA’s insurance subsidiaries could adversely affect new sales and retention of current business, and a downgrade in CIGNA's debt ratings would increase the cost of borrowed funds.
 
Financial strength, claims paying ability and debt ratings by recognized rating organizations are an important factor in establishing the competitive position of insurance companies and health benefits companies.  Ratings information by nationally recognized ratings agencies is broadly disseminated and generally used throughout the industry. CIGNA believes the claims paying ability and financial strength ratings of its principal insurance subsidiaries are an important factor in marketing its products to certain of CIGNA’s customers.  In addition, CIGNA Corporation’s debt ratings impact both the cost and availability of future borrowings, and accordingly, its cost of capital. Each of the rating agencies reviews CIGNA’s ratings periodically and there can be no assurance that current ratings will be maintained in the future. In addition, a downgrade of these ratings could make it more difficult to raise capital and to support business growth at CIGNA’s insurance subsidiaries.

As of February 27, 2008, the insurance financial strength ratings for CG Life, the Company’s principal insurance subsidiary, were as follows:

 
CG Life
 
Insurance Ratings(1)
   
A.M. Best
A
 
(“Excellent,”
 
3rd of 16)
Moody’s
A2
 
(“Good,”
 
6th of 21)
S&P
A
 
(“Strong,”
 
6th of 21)
Fitch
A+
 
(“Strong,”
 
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 awarded in its scale of 16).

A description of CIGNA Corporation ratings, other subsidiary ratings, as well as more information on these ratings, is included in “Ratings” in Section J beginning on page 25.
 
Unfavorable claims experience related to workers’ compensation and personal accident insurance exposures in CIGNA’s Run-off Reinsurance business could result in losses.

Unfavorable claims experience related to workers’ compensation and personal accident insurance exposures in CIGNA’s run-off reinsurance business is possible and could result in future losses. Further, CIGNA could have losses attributable to its inability to recover amounts from retrocessionaires or ceding companies either due to disputes with the retrocessionaires or ceding companies or their financial condition.  If CIGNA’s reserves for amounts recoverable from retrocessionaires or ceding companies, as well as reserves associated with underlying reinsurance exposures are insufficient, it could result in losses.

If CIGNA’s program for its guaranteed minimum death benefits contracts fails to reduce the risk of stock market declines, it could have a material adverse effect on the Company’s financial condition.

As part of its run-off reinsurance business, CIGNA reinsured a guaranteed minimum death benefit under certain variable annuities issued by other insurance companies.  CIGNA adopted a program to reduce equity market risks related to these contracts by selling domestic and foreign-denominated exchange-traded futures contracts.  The purpose of this program is to reduce the adverse effects of potential future domestic and international stock market declines on CIGNA’s liabilities for these contracts.  Under the program, increases in liabilities under the annuity contracts from a declining equity market are offset by gains on the futures contracts.  However, if CIGNA were to have difficulty in entering into appropriate futures contracts, or stock market declines expose CIGNA to higher rates of partial surrender (which are not covered by the program), there could be a material adverse effect on the Company’s financial condition.  See “Run-off Reinsurance” in Section H on page 21 for more information on the program.

If actual experience differs significantly from CIGNA’s assumptions used in estimating CIGNA’s liabilities for reinsurance contracts covering guaranteed minimum death benefits or minimum income benefits, it could have a material adverse effect on CIGNA’s consolidated results of operations, and in certain situations, could have a material adverse effect on CIGNA's financial condition.
 
 
30


 
CIGNA estimates reserves for guaranteed minimum death benefit and minimum income benefit exposures are based on assumptions regarding lapse, partial surrender, mortality, interest rates, volatility, reinsurance recoverables, and, for minimum income benefit exposures, annuity income election rates.  These estimates are currently based on CIGNA’s experience and future expectations.  CIGNA monitors actual experience to update these reserve estimates as necessary.  CIGNA regularly evaluates the assumptions used in establishing reserves and changes its estimates if actual experience or other evidence suggests that earlier assumptions should be revised.  Further, CIGNA could have losses attributable to its inability to recover amounts from retrocessionaires.

Significant stock market declines could result in increased pension plan expenses and the recognition of additional pension obligations.

CIGNA has a pension plan that covers a large number of current employees and retirees. Unfavorable investment performance due to significant stock market declines or changes in estimates of benefit costs, if significant, could adversely affect CIGNA’s results of operations or financial condition by significantly increasing its pension plan expenses and obligations.

Significant changes in market interest rates affect the value of CIGNA's financial instruments that promise a fixed return and, as such, could have an adverse effect on CIGNA's results of operation, financial condition and cash flows.

As an insurer, CIGNA has substantial investment assets that support its policy liabilities. Generally low levels of interest rates on investments, such as those experienced in United States financial markets during recent years, have negatively impacted the level of investment income earned by the Company in recent periods, and such lower levels of investment income would continue if these lower interest rates were to continue.  Substantially all of the Company’s investment assets are in fixed interest-yielding debt securities of varying maturities, fixed redeemable preferred securities and commercial mortgage loans.  The value of these investment assets can fluctuate significantly with changes in market conditions.  A rise in interest rates could reduce the value of the Company’s investment portfolio and increase interest expense if CIGNA were to access its available lines of credit. The Company is also exposed to interest rate and equity risk based upon the discount rate and expected long-term rate of return assumptions associated with the Company’s pension and other post-retirement obligations and certain guaranteed benefit products.  Sustained declines in interest rates or equity returns could have an adverse impact on the funded status of the Company’s pension plans, the ultimate benefit payout on these guaranteed products, and the Company’s re-investment yield on new investments.
 
New accounting pronouncements or guidance may require CIGNA to change the way in which it accounts for operations and may affect the Company’s financial results.

The Financial Accounting Standards Board, the Securities and Exchange Commission, and other regulatory bodies may issue new accounting standards or pronouncements, or changes in the interpretation of existing standards or pronouncements, from time to time, which could have a significant effect on CIGNA's reported results for the affected period.

CIGNA faces risks related to litigation and regulatory investigations.

CIGNA is routinely involved in numerous claims, lawsuits, regulatory audits, investigations and other legal matters arising in the ordinary course of the business of administering and insuring employee benefit programs, including benefit claims, breach of contract actions, tort claims, and disputes regarding reinsurance arrangements.  In addition, CIGNA incurs and likely will continue to incur liability for claims related to its health care business, such as failure to pay for or provide health care, poor outcomes for care delivered or arranged, provider disputes, including disputes over compensation, and claims related to self-funded business. Also, there are currently, and may be in the future, attempts to bring class action lawsuits against the industry.  In addition, CIGNA is involved in pending and threatened litigation arising out of its run-off reinsurance and retirement operations.
 
Court decisions and legislative activity may increase CIGNA’s exposure for any of these types of claims. In some cases, substantial non-economic or punitive damages may be sought. CIGNA currently has insurance coverage for some of these potential liabilities. Other potential liabilities may not be covered by insurance, insurers may dispute coverage or the amount of insurance may not be sufficient to cover the entire damages awarded. In addition, certain types of damages, such as punitive damages, may not be covered by insurance, and insurance coverage for all or certain forms of liability
 
31

may become unavailable or prohibitively expensive in the future.
 
A description of material legal actions in which CIGNA is currently involved is included under “Legal Proceedings” in Item 3 on pages 35 and 36 and Note 20(E) to CIGNA’s 2007 Financial Statements on page 101 of this Form 10-K. The outcome of litigation and other legal matters is always uncertain, and outcomes that are not justified by the evidence or existing law can occur.  CIGNA believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously.  Nevertheless, it is possible that resolution of one or more legal matters could result in losses material to CIGNA’s consolidated results of operations, liquidity or financial condition.

CIGNA’s business is subject to substantial government regulation, which, along with new regulation, could increase its costs of doing business and could adversely affect its profitability.

CIGNA’s business is regulated at the international, federal, state and local levels. The laws and rules governing CIGNA’s business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force CIGNA to change how it does business, restrict revenue and enrollment growth, increase health care, technology and administrative costs including pension costs and capital requirements, take other actions such as changing our reserve levels with respect to certain reinsurance contracts, and increase CIGNA’s liability in federal and state courts for coverage determinations, contract interpretation and other actions.
 
CIGNA must comply with the various regulations applicable to its business.  If CIGNA fails to comply, the Company’s business could be adversely affected.  In addition, CIGNA must obtain and maintain regulatory approvals to market many of its products, to increase prices for certain regulated products and to consummate some of its acquisitions and divestitures. Delays in obtaining or failure to obtain or maintain these approvals could reduce the Company’s revenue or increase its costs.

For further information on regulatory matters relating to CIGNA, see “Regulation” in Section I on page 22 and “Legal Proceedings” in Item 3 on pages 35 and 36.

CIGNA operates a pharmacy benefit management business, which is subject to a number of risks and uncertainties in addition to those CIGNA faces with its health care business.

CIGNA's pharmacy benefit management business is subject to federal and state regulation, including: the application of federal and state anti-remuneration laws; compliance requirements for pharmacy benefit manager fiduciaries under ERISA, including compliance with fiduciary obligations under ERISA in connection with the development and implementation of items such as formularies, preferred drug listings and therapeutic intervention programs, contracting network practices, specialty drug distribution and other transactions and potential liability regarding the use of patient-identifiable medical information; and federal and state laws and regulations related to the operation of Internet and mail-service pharmacies.  Failure to comply with any of these laws or regulations could affect the Company’s business, results of operations, and financial condition.  Furthermore, a number of federal and state legislative proposals are being considered that could adversely affect a variety of pharmacy benefit industry practices, including without limitation, the receipt of rebates from pharmaceutical manufacturers, the regulation of the development and use of formularies, and legislation imposing additional rights to access drugs for individuals enrolled in managed care plans.

The Company’s pharmacy benefit management business would also be adversely affected by an inability to contract on favorable terms with pharmaceutical manufacturers and could suffer claims and reputational harm in connection with purported errors by CIGNA's mail order or retail pharmacy businesses.  Disruptions at any of the Company's pharmacy business facilities due to failure of technology or any other failure or disruption to these systems or to the infrastructure due to fire, electrical outage, natural disaster, acts of terrorism or some other catastrophic event could reduce CIGNA's ability to process and dispense prescriptions and provide products and services to customers, which could negatively impact the Company’s business, results of operations, and financial condition.

CIGNA faces competitive pressure, particularly price competition, which could reduce product margins and constrain growth in CIGNA’s health care businesses.

While health plans compete on the basis of many factors, including service quality of clinical resources, claims
 
32

administration services and medical management programs, and quality and sufficiency of provider networks, CIGNA expects that price will continue to be a significant basis of competition. CIGNA’s customer contracts are subject to negotiation as customers seek to contain their costs, and customers may elect to reduce benefits in order to constrain increases in their benefit costs. Such an election may result in lower premiums for the Company’s products, although it may also reduce CIGNA’s costs. Alternatively, the Company’s customers may purchase different types of products that are less profitable, or move to a competitor to obtain more favorable premiums.

In addition, significant merger and acquisition activity has occurred in the health care industry giving rise to speculation and uncertainty regarding the status of companies, which potentially can affect marketing efforts and public perception. Consolidation may make it more difficult for the Company to retain or increase customers, to improve the terms on which CIGNA does business with its suppliers, or to maintain its position or increase profitability. Factors such as business consolidations, strategic alliances, legislative reform and marketing practices create pressure to contain premium price increases, despite increasing medical costs.  For example, the Gramm-Leach-Bliley Act gives banks and other financial institutions the ability to affiliate with insurance companies, which may lead to new competitors with significant financial resources in the insurance and health benefits fields.  If CIGNA does not compete effectively in its markets, if the Company sets rates too high in highly competitive markets to keep or increase its market share, if membership does not increase as it expects, or if it declines, or if CIGNA loses accounts with favorable medical cost experience while retaining or increasing membership in accounts with unfavorable medical cost experience, CIGNA’s product margins and growth could be adversely affected.

Public perception of CIGNA's products and practices as well as of the health benefits industry, if negative, could reduce enrollment in CIGNA’s health benefits programs.

The health care industry in general, and CIGNA specifically, are subject to negative publicity, which can arise either from perceptions regarding the industry or CIGNA's business practices or products.  This risk may be increased as CIGNA offers new products, such as products with limited benefits or an integrated line of products, targeted at market segments, beyond those in which CIGNA traditionally has operated. Negative publicity may adversely affect the CIGNA brand and its ability to market its products and services, which could reduce the number of enrollees in CIGNA's health benefits programs and adversely affect CIGNA’s profitability.

Large-scale public health epidemics, bio-terrorist activity, natural disasters or other extreme events could cause CIGNA’s covered medical and disability expenses, pharmacy costs and mortality experience to rise significantly, and in severe circumstances, could cause operational disruption.

If widespread public health epidemics such as an influenza pandemic, bio-terrorist or other attack, or catastrophic natural disaster were to occur, CIGNA’s covered medical and disability expenses, pharmacy costs and mortality experience could rise significantly, depending on the government’s actions and the responsiveness of public health agencies and insurers.  In addition, depending on the severity of the situation, a widespread outbreak could curtail economic activity in general, and CIGNA's operations in particular, which could result in operational and financial disruption to CIGNA, which among other things may impact the timeliness of claims and revenue.

CIGNA's business depends on the uninterrupted operation of its systems and business functions, including information technology and other business systems.

CIGNA’s business is highly dependent upon its ability to perform, in an efficient and uninterrupted fashion, its necessary business functions, such as:  claims processing and payment; internet support and customer call centers; and the processing of new and renewal business. A power outage, pandemic, or failure of one or more of information technology, telecommunications or other systems could cause slower system response times resulting in claims not being processed as quickly as clients desire, decreased levels of client service and client satisfaction, and harm to CIGNA's reputation. In addition, because CIGNA’s information technology and telecommunications systems interface with and depend on third party systems, CIGNA could experience service denials if demand for such service exceeds capacity or a third party system fails or experiences an interruption. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration of CIGNA’s ability to pay claims in a timely
 
33

manner, provide customer service, write and process new and renewal business, or perform other necessary corporate functions. This could result in a materially adverse effect on CIGNA’s business results and liquidity.

A security breach of CIGNA’s computer systems could also interrupt or damage CIGNA’s operations or harm CIGNA's reputation. In addition, CIGNA could be subject to liability if sensitive customer information is misappropriated from CIGNA’s computer systems. These systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any publicized compromise of security could result in a loss of customers or a reduction in the growth of customers, increased operating expenses, financial losses, additional litigation or other claims, which could have a material adverse effect on CIGNA’s business.

CIGNA is focused on further developing its business continuity program to address the continuation of core business operations. While CIGNA continues to test and assess its business continuity program to satisfy the needs of CIGNA’s core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event.
 
CIGNA faces a wide range of risks, and its success depends on its ability to identify, prioritize and appropriately manage its enterprise risk exposure.

As a large company operating in a complex industry, CIGNA encounters a variety of risks as identified in this Risk Factor discussion. CIGNA devotes resources to developing enterprise-wide risk management processes, in addition to the risk management processes within its businesses. Failure to appropriately identify and manage these risks, as well as the failure to identify and take advantage of appropriate opportunities, can materially affect CIGNA’s profitability, its ability to retain or grow business, or, in the event of extreme circumstances, CIGNA’s financial condition.

CIGNA faces risks relating to its ability to effectively deploy its capital.

CIGNA’s operations have generated significant capital in recent periods and the Company has significant ability to raise additional capital. In deploying its capital to fund its investments in operations, share repurchases, potential acquisitions or other capital uses, CIGNA's financial results could be adversely affected if it does not appropriately balance its risks and opportunities.

CIGNA is subject to potential changes in the political environment which affects public policy and can adversely affect the markets for our products.

While it is not possible to predict when and whether fundamental policy changes would occur, these could include policy changes on the local, state and federal level that could fundamentally change the dynamics of CIGNA’s industry, such as a much larger role of the government in the health care arena.  Changes in public policy could materially affect CIGNA's profitability, its ability to retain or grow business, or in the event of extreme circumstances, its financial condition.

If CIGNA does not successfully manage the pending acquisition and integration of Great-West Healthcare (or any other acquisition), its results of operations and financial condition may be adversely affected.
  
CIGNA entered into a definitive agreement to acquire Great-West Healthcare with the expectation that the acquisition will result in various benefits, including, among others, a broader distribution and provider network in certain geographic areas, an expanded range of health benefits and products, cost savings, increased profitability of the acquired business by improving its total medical cost position, and achievement of operating efficiencies. Achieving the anticipated benefits of the acquisition is subject to a number of uncertainties, including whether CIGNA integrates Great-West Healthcare in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could limit CIGNA’s ability to grow membership particularly in the small business segment, result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact CIGNA’s business, results of operations, and financial condition.

CIGNA faces intense competition to attract and retain key people.

CIGNA would be adversely impacted if it failed to attract additional key people and retain current key people as this could result in the inability to effectively execute the Company’s key initiatives and business strategy.


 
34

 

Item 1B.  UNRESOLVED STAFF COMMENTS

None.

Item 2.  PROPERTIES

CIGNA's headquarters, along with CIGNA Group Insurance, CIGNA International, portions of CIGNA HealthCare and CIGNA's staff support operations, are located in approximately 450,000 square feet of leased office space at Two Liberty Place, 1601 Chestnut Street, Philadelphia.  CIGNA HealthCare is located in approximately 825,000 square feet of owned office space in the Wilde Building, located at 900 Cottage Grove Road, Bloomfield, Connecticut.  In addition, CIGNA owns or leases office buildings, or parts thereof, throughout the United States and in other countries.  CIGNA believes its properties are adequate and suitable for its business as presently conducted.  For additional information concerning leases and property, see Notes 2(H) and 18 to CIGNA's 2007 Financial Statements on pages 75 and 96 of this Form 10-K.  This paragraph does not include information on investment properties.

Item 3.  LEGAL PROCEEDINGS

CIGNA is routinely involved in numerous claims, lawsuits, regulatory and IRS audits, investigations and other legal matters arising, for the most part, in the ordinary course of the business of administering and insuring employee benefit programs.  An increasing number of claims are being made for substantial non-economic, extra-contractual or punitive damages.  The outcome of litigation and other legal matters is always uncertain, and outcomes that are not justified by the evidence can occur.  CIGNA believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously.  Nevertheless, it is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to CIGNA’s consolidated results of operations, liquidity or financial condition.

In re Managed Care Litigation

On April 7, 2000, several pending actions were consolidated in the United States District Court for the Southern District of Florida in a multi-district litigation proceeding captioned In re Managed Care Litigation.  The consolidated cases include Shane v. Humana, Inc., et al. (CIGNA subsidiaries added as defendants in August 2000), Mangieri v. CIGNA Corporation (filed December 7, 1999 in the United States District Court for the Northern District of Alabama), Kaiser and Corrigan v. CIGNA Corporation, et al. (class of health care providers certified on March 29, 2001) and Amer. Dental Ass’n v. CIGNA Corp. et. al. (a putative class of dental providers).

In 2004, the Court approved a settlement agreement between the physician class and CIGNA.  A dispute over disallowed claims under the settlement submitted by a representative of certain class member physicians is proceeding to arbitration.  Separately, in April 2005, the Court approved a settlement between CIGNA and a class of non-physician health care providers.  Only the Amer. Dental Ass’n case remains unresolved.  CIGNA's motion to dismiss the case is pending.

In the fourth quarter of 2006, pursuant to a settlement, CIGNA received a favorable $22 million pre-tax ($14 million after tax) insurance recovery related to this litigation.  In the first quarter of 2007, CIGNA received an additional $5 million pre-tax ($3 million after-tax) insurance recovery related to this litigation.  CIGNA is pursuing further recoveries from two additional insurers.

Broker Compensation

Beginning in 2004, CIGNA, other insurance companies and certain insurance brokers received subpoenas and inquiries from various regulators, including the New York and Connecticut Attorneys General and the Florida Office of Insurance Regulation relating to their investigations of insurance broker compensation.  CIGNA received a subpoena from the U.S. Attorney’s Office for the Southern District of California in October 2005 and the San Diego District Attorney in March 2006 and has provided information to them about a broker, Universal Life Resources (ULR). On June 6, 2007, the Company received a letter from the San Diego District Attorney, detailing its potential claims and penalties against the Company subsidiaries, and outlining potential civil litigation.  The Company denies the allegations and will vigorously defend itself in the event of litigation.  In addition, in January 2006, CIGNA received a subpoena from the U.S. Department of Labor and is providing information to that Office about another broker.  CIGNA is cooperating with the inquiries and investigations.
 
On November 18, 2004, The People of the State of California by and through John Garamendi, Insurance Commissioner of the State of California v. Universal Life Resources, et al. was filed in the Superior Court of the State of California for the County of San Diego alleging that defendants (including CIGNA and several other insurance holding companies) failed to disclose
 
35

compensation paid to ULR and that, in return for the compensation, ULR steered clients to defendants.  The plaintiff sought injunctive relief only.  On July 9, 2007, the parties to this lawsuit entered into a non-monetary settlement in which some of CIGNA's subsidiaries agreed to maintain certain disclosure practices regarding contingent compensation.  This settlement does not resolve the regulator’s claim for recovery of attorneys’ fees and costs.

On August 1, 2005, two CIGNA subsidiaries, Connecticut General Life Insurance Company and Life Insurance Company of North America, were named as defendants in a consolidated amended complaint filed in In re Insurance Brokerage Antitrust Litigation, a multi-district litigation proceeding consolidated in the United States District Court for the District of New Jersey. The complaint alleges that brokers and insurers conspired to hide commissions, increasing the cost of employee benefit plans, and seeks treble damages and injunctive relief. Numerous insurance brokers and other insurance companies are named as defendants.

The court permitted plaintiffs to file an amended complaint, which plaintiffs did on May 22, 2007.  The defendants filed a motion to dismiss the federal antitrust, RICO and state law claims and a motion to dismiss and for summary judgment regarding the ERISA fiduciary claims.  On August 31, 2007, the court granted the defendants’ motion to dismiss the federal antitrust claims.  On September 28, 2007, the court granted the defendants’ motion to dismiss plaintiffs’ RICO claims.  On January 14, 2008, the court granted summary judgment in favor of defendants as to plaintiffs’ ERISA claims.  On February 13, 2008, the court entered an order dismissing plaintiffs' state law claims and the complaint in its entirety.  The court ordered the clerk to enter judgment against plaintiffs and in favor of the defendants.  Plaintiffs have filed a notice of appeal. CIGNA denies the allegations and will continue to vigorously defend itself.

Amara Cash Balance Pension Plan Litigation

On December 18, 2001, Janice Amara filed a purported class action lawsuit, now captioned Janice C. Amara, Gisela R. Broderick, Annette S. Glanz, individually and on behalf of all others similarly situated v. CIGNA Corporation and CIGNA Pension Plan, in the United States District Court for the District of Connecticut against CIGNA Corporation and the CIGNA Pension Plan on behalf of herself and other similarly situated participants in the CIGNA Pension Plan affected by the 1998 conversion to a cash balance formula.  The plaintiffs allege various ERISA violations including, among other things, that the Plan’s cash balance formula discriminates against older employees; the conversion resulted in a wear away period (during which the pre-conversion accrued benefit exceeded the post-conversion benefit); and these conditions are not adequately disclosed in the Plan. The plaintiffs were granted class certification on December 20, 2002, and seek equitable relief.  A non-jury trial began on September 11-15, 2006. Due to the court’s schedule, the proceedings were adjourned and the trial was completed on January 25, 2007.  On February 15, 2008, the court issued a decision finding in favor of CIGNA Corporation and the CIGNA Pension Plan on the age discrimination and wear away claims and finding in favor of the plaintiffs on many aspects of the disclosure claims.  The court has ordered the parties to file simultaneous briefs on March 17, 2008 regarding the relief, if any, to be awarded to the plaintiffs on the claims on which the plaintiffs prevailed, and to file responsive briefs on March 31, 2008. The Company will continue to vigorously defend itself.
 
Run-off Reinsurance Litigation

In connection with CIGNA's Run-off reinsurance operations, described on page 21, CIGNA purchased extensive retrocessional reinsurance for its Unicover contracts and also for some other segments of its non-Unicover business.  During 2007 CIGNA entered into a settlement that resolved the appeal of an adverse court award in a retrocessional enforcement arbitration. That appeal, captioned CIGNA EUROPE INSURANCE COMPANY SA-NV v. John Hancock Life Insurance Company was pending in the High Court of Justice, Queen’s Bench Division, Commercial Court and the case was dismissed in the fourth quarter of 2007.  Other disputes concerning retrocessional contracts have been substantially resolved or settled.  The effect of these settlements has been reflected in the results of the Run-off Reinsurance segment, which is discussed on page 53.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
 
 
36

 

All officers are elected to serve for a one-year term or until their successors are elected.  Principal occupations and employment during the past five years are listed below.
 
MICHAEL W. BELL, 44, Executive Vice President and Chief Financial Officer of CIGNA beginning December 2002.

DAVID M. CORDANI, 42, President, CIGNA HealthCare beginning July 2005; Senior Vice President, Customer Segments & Marketing, CIGNA HealthCare from July 2004 until July 2005; and Senior Vice President and Chief Financial Officer, CIGNA HealthCare, from September 2002 until July 2004.

H. EDWARD HANWAY, 56, Chairman of CIGNA since December 2000; Chief Executive Officer of CIGNA since January 2000; and President and a Director of CIGNA since January 1999.

PAUL E. HARTLEY, 51, President of CIGNA International beginning June 2005; and President and Chief Executive Officer, CIGNA International, Asia Pacific region from June 1998 to June 2005.

JOHN M. MURABITO,  49, Executive Vice President of CIGNA beginning August 2003, with responsibility for Human Resources and Services; and Senior Vice President, Human Resources and Corporate Services from March 2000 until August 2003 at Monsanto Company.

CAROL ANN PETREN, 55, Executive Vice President and General Counsel of CIGNA beginning May 2006; Senior Vice President and Deputy General Counsel of MCI from August 2003 until March 2006; and Deputy General Counsel of Sears, Roebuck and Company from February 2001 until June 2003.

KAREN S. ROHAN, 45, President of CIGNA Group Insurance beginning November 2005; President of CIGNA Dental & Vision Care beginning April 2004; President of CIGNA Specialty Companies from November 2004 until November 2005; and Chief Underwriting Officer, CIGNA HealthCare from January 2003 until April 2004.

MICHAEL WOELLER, 55, Executive Vice President and Chief Information Officer, CIGNA Corporation beginning October 2007; Vice Chairman and Senior Vice President and Chief Information Officer, Canadian Imperial Bank of Commerce from April 2000 until October 2007.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information under the caption “Quarterly Financial Data--Stock and Dividend Data” appears on page 104 and the number of shareholders of record as of December 31, 2007 appears under the caption “Highlights” on page 38 of this Form 10-K. CIGNA’s common stock is listed with, and trades on, the New York Stock Exchange under the symbol “CI.”

Issuer Purchases of Equity Securities

None. 

 
37

 

Item 6. SELECTED FINANCIAL DATA

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.
 

 
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 


Forward-Looking Statements

In this filing and in other marketplace communications, CIGNA Corporation and its subsidiaries (the Company) makes certain forward-looking statements relating to its financial condition and results of operations, as well as to trends and assumptions that may affect the Company.  Generally, forward-looking statements can be identified through the use of predictive words (e.g., “Outlook for 2008”).  Actual results may differ from the Company’s predictions.  Some factors that could cause results to differ are discussed throughout Management’s Discussion and Analysis, including in the Cautionary Statement on page 64.  The forward-looking statements contained in this filing represent management’s current estimate as of the date of this filing.  Management does not assume any obligation to update these estimates.

Reclassifications

Certain insignificant reclassifications have been made to prior years' amounts to conform to the presentation of 2007 amounts.

Overview

The Company constitutes one of the largest investor-owned health service organizations in the United States. Its subsidiaries are major providers of health care and related benefits, the majority of which are offered through the workplace, including health care products and services such as: medical coverages, pharmacy, behavioral health, dental benefits, and disease management, group disability, life and accident insurance; and disability and workers’ compensation case management and related services.  In addition, the Company has an international operation that offers life, accident and supplemental health insurance products and international health care products and services to businesses and individuals in selected markets. The Company also has certain inactive businesses, including a run-off reinsurance operation.  See “Business – Item 1” in the Company’s Form 10-K for additional information on its segments.

The Company generates revenues, net income and cash flow from operations by:

·  
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 Company’s ability to increase revenue, net income and operating cash flow is directly related to its ability to address broad economic and industry factors and execute its strategic initiatives, the success of which is measured by certain key factors as discussed below.

Key factors affecting the Company’s results include:

·  
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.

The Company’s results are influenced by a range of economic and other factors, especially:

·  
cost trends and inflation for medical and related services;
 
39

·  
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.

The Company regularly monitors the trends impacting operating results from the above mentioned key factors and economic and other factors.  The Company develops strategic and tactical plans designed to improve performance and maximize its competitive position in the markets it serves.  The Company’s ability to achieve its financial objectives is dependent upon its ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.

The Company is continuing to improve the performance of and profitably grow the health care operations; as well as continuing to profitably grow the disability and life insurance and international businesses; and managing the risks associated with the run-off reinsurance operations.  In the health care businesses, the Company has operational improvement initiatives (see pages 50-52) in place to:

(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.

The Company believes that the health care business model is evolving to one that focuses more directly on the role and needs of the health care consumer.  The consumer-directed environment presents particular challenges by requiring a more complex service model and products specifically designed to meet the emerging market needs of the consumer.  In order to meet the emerging market challenges, the Company is investing in product development, service, technology, educational resources and customer support tools to assist consumers in making more informed choices regarding their health care and to achieve better health outcomes. These investments and execution of related initiatives are critical to respond to increasing consumer demands.  The Company believes that its investments in these areas will position it to more effectively meet emerging market needs and better position the Company to be a leader in the health care industry.
 

(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 )

The Company’s consolidated results of operations include results from discontinued operations, which are discussed on page 56.

Special Items

In order to facilitate an understanding and comparison of results of operations and permit analysis of trends in underlying revenue, expenses and income from continuing operations, the following table presents special items, which management believes are not representative of the underlying results of operations.  See “Quarterly Financial Data” on page 104 for special items reported quarterly in 2007 and 2006.

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  


40

Special items for 2007 consisted of:

·  
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.

Special items for 2006 consisted of:

·  
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.

Special items for 2005 consisted of:

·  
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.

The impact of these special items on the segments is shown in the “Results of Operations” table within each segment discussion.

Overview of 2007 Consolidated Results of Operations

Income from continuing operations excluding the special items discussed above decreased in 2007, compared with 2006, principally reflecting lower realized investment gains primarily due to lower gains from sales of equity interests in real estate limited liability entities of $145 million.

These factors were partially offset by higher earnings in the Health Care (see page 48), Disability and Life (see page 52), International (see page 53) and Run-off Reinsurance (see page 53) segments.

Overview of 2006 Consolidated Results of Operations

Income from continuing operations in 2006, excluding the special items discussed above, increased compared to 2005 principally reflecting:

·  
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.

These factors were partially offset by lower segment earnings in the Health Care segment (see page 48).

Outlook for 2008

The Company expects full year 2008 income from continuing operations, excluding realized investment results, the results of the guaranteed minimum income benefits (GMIB) business and special items, to be higher than the comparable 2007 amount primarily due to earnings growth in the Health Care, Disability and Life and International segments, tempered by lower earnings in the Run-off Reinsurance segment. The Company’s outlook is subject to the factors cited in the Cautionary Statement on page 64.

Management is not able to estimate 2008 income from continuing operations under generally accepted accounting principles because it includes realized investment gains (losses), the results of the GMIB business and special items. Information is not available for management to reasonably estimate future realized investment gains (losses), the results of the GMIB business under a new accounting standard (see Note 2(B) to the Consolidated Financial Statements) or special (non-recurring) items, due, in part, to interest rate and stock market volatility and other internal and external factors.

Revenues

The Company’s revenues are derived from a variety of sources.  See Note 2(S) to the Consolidated Financial Statements for further details.

Total revenue increased by 7% in 2007, compared with 2006 and decreased by 1% in 2006, compared with 2005.  Changes in the components of total revenue are described more fully below.

Premiums and Fees

Premiums and fees increased 10% in 2007, compared to 2006, primarily attributable to higher specialty revenues and growth in medical membership as well as strong  renewal pricing on existing business in the Health Care segment (see page 48) and strong business growth in the  Disability and Life (see page 52) and International segments (see page 53).

Premiums and fees decreased marginally in 2006 reflecting the loss of a large prescription drug contract of $1.1 billion.  Excluding the loss of this contract, premiums and fees increased 9% in 2006, compared with 2005 primarily due to membership growth and rate increases in the Health Care, Disability and Life and International segments (see pages 48-53).
 
41

Net Investment Income

Net investment income decreased 7% in 2007.  This decrease was primarily attributable to share repurchase activity and lower average assets driven by a decline in the Health Care segment resulting from:

·  
a shift in business from guaranteed cost products to administrative services only (ASO) products; and
·  
pre-funding of Medicare Part D claims.

Net investment income decreased 12% in 2006 as a result of the 2006 conversion of the single premium annuity business to indemnity reinsurance (see page 55 for additional information) and share repurchase activity.

Net investment income also reflects the impact of yields, which were lower in 2007 and higher in 2006 as a result of changes in interest rates.

Mail Order Pharmacy Revenues

Mail order pharmacy revenues in 2007 were comparable to 2006.  Mail order pharmacy revenues increased 30% in 2006, compared with 2005, primarily due to higher volume.

Other Revenues

Other revenues for the Company include certain Health Care specialty products, including behavioral health and disease management, results from futures contracts in the run-off reinsurance operations and amortization of deferred gains associated with sold businesses.

Other revenues increased 6% in 2007, as compared with 2006, primarily due to lower losses from futures contracts in the run-off reinsurance operations partially offset by lower other revenues in the Disability and Life segment (see page 52).

Other revenues decreased 54% in 2006, as compared with 2005, primarily due to lower deferred gain amortization associated with the sold retirement benefits business and higher losses from futures contracts in the run-off reinsurance operations.

Realized Investment Gains (Losses)

Realized investment gains (losses) were higher in 2006, compared with 2007 and 2005, primarily due to sales of equity interests in real estate limited liability entities.


The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures in the consolidated financial statements.  Management considers an accounting estimate to be critical if:

·  
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.

Management has discussed the development and selection of its critical accounting estimates with the Audit Committee of the Company’s Board of Directors and the Audit Committee has reviewed the disclosures presented below.

In addition to the estimates presented in the following table, there are other accounting estimates used in the preparation of the Company’s consolidated financial statements, including estimates of liabilities for future policy benefits other than those identified in the following table, as well as estimates with respect to unpaid claims and claim expenses, postemployment and postretirement benefits other than pensions, certain compensation accruals, and income taxes.

Management believes the current assumptions used to estimate amounts reflected in the Company’s consolidated financial statements are appropriate.  However, if actual experience differs from the assumptions used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could have a material adverse effect on the Company’s consolidated results of operations, and in certain situations, could have a material adverse effect on the Company’s liquidity and financial condition.

See Note 2(B) to the Consolidated Financial Statements for further information on significant accounting policies that impact the Company.
 
42

 

The table that follows presents information about the Company’s most critical accounting estimates, as well as the effects of hypothetical changes in the material assumptions used to develop each estimate.
 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Future policy benefits –
   Guaranteed minimum death benefits
 
These liabilities are estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received.  The amounts to be paid represent the excess of the guaranteed death benefit over the values of contractholders’ accounts.  The death benefit coverage in force at December 31, 2007 (representing the amount payable if all approximately 750,000 contractholders had died as of that date) was approximately $4.2 billion.
 
Liabilities for future policy benefits for these contracts as of December 31 were as follows:
 
· 2007 – $848 million
· 2006 – $862 million
The Company estimates these liabilities based on assumptions for lapse, partial surrender, mortality, interest rates (mean investment performance and discount rate), and volatility.  These assumptions are based on the Company’s experience and future expectations over the long-term period.  The Company monitors actual experience to update these estimates as necessary.
 
Lapse refers to the full surrender of an annuity prior to a contractholder’s death.
 
Partial surrender refers to the fact that most contractholders have the ability to withdraw substantially all of their mutual fund investments while retaining any available death benefit coverage in effect at the time of the withdrawal.  Equity market declines could expose the Company to higher rates of partial surrender, the effect of which is not covered by the Company’s program to substantially reduce market risks.
 
Interest rates include both (a) the mean investment performance assumption considering the Company's program to reduce equity market exposures using futures contracts, and (b) the liability discount rate assumption.
 
Volatility refers to market fluctuations that affect the costs of the program adopted by the Company to reduce equity market risks associated with these liabilities.
 
Current assumptions used to estimate these liabilities are detailed in Note 7 to the Consolidated Financial Statements.  If an unfavorable change were to occur to those assumptions, the approximate after-tax decrease in net income would be as follows:
 
· 10% increase in mortality rates - $50 million
· 10% decrease in lapse rates - $20 million
· 10% increase in future partial surrenders - $5 million
· 50 basis point decrease in interest rates:
· Mean Investment Performance - $30 million
· Discount Rate - $20 million
· 10% increase in volatility - $35 million
 
The amounts would be reflected in the Run-off Reinsurance segment.
Health Care medical claims payable
 
Medical claims payable for the Health Care segment include both reported claims and estimates for losses incurred but not yet reported.
 
Liabilities for medical claims payable as of December 31 were as follows:
 
· 2007 – gross $975 million; net $717 million
· 2006 – gross $960 million; net $710 million
· 2005 – gross $1.2 billion; net $823 million
 
These liabilities are presented above both gross and net of reinsurance and other recoverables.
 
These liabilities generally exclude amounts for administrative services only business.
 
See Note 5 to the Consolidated Financial Statements for additional information.
 
The Company develops estimates for Health Care medical claims payable using actuarial principles and assumptions based on historical and projected claim payment patterns, medical cost trends, which are impacted by the utilization of medical services and the related costs of the services provided (unit costs), benefit design, seasonality, and other relevant operational factors.  The Company consistently applies these actuarial principles and assumptions each reporting period, with consideration given to the variability of these factors, and recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, which require that the liabilities be adequate under moderately adverse conditions.
 
The Company's estimate of the liability for medical claims incurred but not yet reported is primarily calculated using historical claim payment patterns and expected medical cost trends.  The Company analyzes the historical claim payment patterns by comparing the dates claims were incurred, generally the dates services were provided, to the dates claims were paid to determine “completion factors”, which are a measure of the time to process claims.  A completion factor is calculated for each month of incurred claims.  The Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  The Company estimates the ultimate liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claim data.  The difference between this estimate of the ultimate liability and the current paid claim data is the estimate of the remaining claims to be paid for each incurral month.  These monthly estimates are aggregated and included in the Company's Health Care medical claims payable at the end of each
For the year ended December 31, 2007, actual experience differed from the Company's key assumptions, resulting in $80 million of favorable incurred claims related to prior years’ medical claims payable of 1.3% of the current year incurred claims as reported for the year ended December 31, 2006. For the year ended December 31, 2006, actual experience differed from the Company's key assumptions, resulting in $173 million of favorable incurred claims related to prior years’ medical claims, or 2.6% of the current year incurred claims reported for the year ended December 31, 2005.  Specifically, the favorable impact is due to faster than expected completion factors and lower than expected medical cost trends, both of which included an assumption for moderately adverse experience.
 
The corresponding impact of favorable prior year development on net income was $8 million for the year ended December 31, 2007 and $54 million for the year ended December 31, 2006.  The change in the amount of the incurred claims related to prior years in the medical claims payable liability does not directly correspond to an increase or decrease in the Company's net income.  See Note 5 to the Consolidated Financial Statements for additional information.
 
Recent variances were 1.3% for the year ended December 31, 2007 and 2.6% for the year ended December 31, 2006 related to the impact of the prior year medical claims payable; and 0.1% for the year ended December 31, 2007 and 0.8% for the year
 
43

 
reporting period.  Completion factors are used to estimate the health care medical claims payable for all months where claims have not been completely resolved and paid, except for the most recent month as described below.
 
Completion factors are impacted by several key items including changes in the level of claims processed electronically versus manually (auto-adjudication), changes in provider claims submission rates, membership changes and the mix of products.  As noted, the Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  This approach implicitly assumes that historical completion rates will be a useful indicator for the current period.  It is possible that the actual completion rates for the current period will develop differently from historical patterns, which could have a material impact on the Company's medical claims payable and net income.
 
Claims incurred in the most recent month have limited paid claim data, since a large portion of health care claims are not submitted to the Company for payment in the month services have been provided.  This makes the completion factor approach less reliable for claims incurred in the most recent month.  As a result, in any reporting period, for the estimates of the ultimate claims incurred in the most recent month, the Company primarily relies on medical cost trend analysis, which reflects expected claim payment patterns and other relevant operational considerations.  Medical cost trend is impacted by several key factors including medical service utilization and unit costs and the Company’s ability to manage these factors through benefit design, underwriting, provider contracting and the Company's medical management initiatives.  These factors are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior.
 
Because historical trend factors are often not representative of current claim trends, the trend experienced for the most recent history along with an analysis of emerging trends, have been taken into consideration in establishing the liability for medical claims payable at December 31, 2007 and 2006.  It is possible that the actual medical trend for the current period will develop differently from the expected, which could have a material impact on the Company's medical claims payable and net income.
 
For each reporting period, the Company evaluates key assumptions by comparing the assumptions used in establishing the medical claims payable to actual experience. When actual experience differs from the assumptions used in establishing the liability, medical claims payable are increased or decreased through current period net income.  Additionally, the Company evaluates expected future developments and emerging trends which may impact key assumptions.  The estimation process involves considerable judgment, reflecting the variability inherent in forecasting future claim payments.  The adequacy of these estimates is highly sensitive to changes in the Company's key assumptions, specifically completion factors, which are impacted by actual or expected changes in the submission and payment of medical claims, and medical cost trends, which are impacted by actual or expected changes in the utilization of medical services and unit costs.
 
See Note 5 to the Consolidated Financial Statements for additional information.
ended December 31, 2006 related to the impact on net income. The Company believes that based on the current mix of business as of December 31, 2007, relative to the health care medical claims payable, the annual impact of each 1% variance between the actual and expected incurred medical claims on the Company’s net income would be approximately $35 million, favorable or unfavorable dependent on the direction of the actual versus expected variance.
 
Based on the current mix of business, the Company would reasonably expect the variance between actual and expected incurred medical claims to be within the range of +/- 0% to 1%.  This potential variance is expected to be driven evenly by completion factors and monthly medical cost trends.  While these ranges are consistent with the more recent variation in actual completion factors and medical trend assumptions, including the impact of recent operational and environmental changes, there is significant uncertainty regarding the ultimate outcome of actual results versus individual assumptions, and accordingly, more precision is not appropriate.
 
The amounts would be reflected in the Health Care segment.

44

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Accounts payable, accrued expenses and other liabilities, and Other assets -
   Guaranteed minimum income benefits
 
These liabilities are estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received.  The amounts to be paid represent the excess of the expected value of the income benefit over the value of the annuitants’ accounts at the time of annuitization.
 
The assets associated with these contracts represent receivables in connection with reinsurance that the Company has purchased from two external reinsurers, which covers 55% of the exposures on these contracts.
 
Net liabilities related to these contracts as of December 31 were as follows:
 
· 2007 – $313 million
· 2006 – $88 million
 
As of December 31, net amounts recoverable related to these contracts from two external reinsurers were as follows:
 
· 2007 – $197 million
· 2006 – $46 million
 
Additional liabilities associated with the cost of reinsurance as of December 31 were as follows:
 
· 2007 – $24 million
· 2006 – $47 million
 
As discussed in Note 2(B) to the Consolidated Financial Statements, the Company will implement SFAS No. 157, “Fair Value Measurements,” on January 1, 2008.  The new requirements that focus on exit price to measure fair value will impact the current assumptions and resulting estimated fair value of assets and liabilities for guaranteed minimum income benefits and are expected to reduce the Company's net income at implementation between $125 million to $150 million, net of estimated reinsurance recoverable.
The Company estimates the fair value of the assets and liabilities associated with these contracts using assumptions as to market returns and volatility of the underlying equity and bond mutual fund investments, interest rates, mortality, lapse, credit risk and annuity election rates.  Changes in fair value are reported in other operating expenses.

Annuity election rates refer to the proportion of annuitants who elect to receive their income benefit as an annuity.

Lapse refers to the full surrender of an annuity prior to annuitization of the policy.

The Company has been monitoring annuity election rate experience and, in 2007, increased its assumption related to annuity election rates resulting in a charge (net of reinsurance) of $75 million pre-tax. Also in 2007, the Company completed a review of lapse experience for these contracts. As a result of the review, the Company decreased its lapse assumption resulting in a charge (net of reinsurance) of $11 million pre-tax; because fewer annuitants are expected to lapse coverage, the Company’s expected claims increase.  In combination, the Company recognized in the second quarter of 2007 a total charge of $56 million after-tax ($86 million pre-tax) for these changes in the long-term assumptions.  This charge is reflected as a special item (see page 40).

Credit risk refers to the ability of these reinsurers to pay.

Interest rates include both (a) the liability discount rate assumption and (b) the projected interest rates used to calculate the reinsured income benefit at the time of annuitization (claim interest rate).

Volatility refers to the degree of variation of future market returns of the underlying mutual fund investments.
After implementation of SFAS 157, the Company will consider the various assumptions used to estimate fair values of assets and liabilities associated with these contracts in two categories.  The first group of assumptions consists of future annuitant behavior including annuity election rates, lapse, and mortality as well as retrocessionnaire credit risk.  Current assumptions used to estimate these liabilities are detailed in Note 20 to the Consolidated Financial Statements.  The Company will estimate a hypothetical market participant's view of these assumptions considering the actual and expected experience of the Company and other relevant and available industry sources.  If an unfavorable change were to occur in these assumptions before the implementation of SFAS No. 157, the approximate after-tax decrease in net income, net of estimated reinsurance recoverable, would be as follows:
 
·  10% decrease in mortality - less than $1 million
·  10% increase in annuity election rates - $5 million
·  10% decrease in lapse rates – $3 million
·  10% decrease in amounts recoverable from reinsurers (credit risk) - $10 million
 
After the implementation of SFAS No. 157, the potential effects on net income of unfavorable changes in these assumptions are generally expected to be 50% to 100% more than noted above, primarily because the liabilities, net of reinsurance recoverable will be higher at the date of implementation.  In addition to these assumptions, the Company will estimate a risk and profit charge that a hypothetical market participant would require to assume this business.
 
The second group of assumptions used to estimate these fair values consist of capital markets inputs including market returns and discount rates, claim interest rates and market volatility.  After the implementation of SFAS No. 157, the Company's results of operations are expected to be more volatile in future periods because these assumptions will be based largely on market-observable inputs at the close of each period including risk free interest rates and market implied volatilities.  If the following unfavorable changes were to occur after the implementation of SFAS No. 157 on January 1, 2008, the approximate after-tax decrease in net income, net of estimated reinsurance recoverable, would be as follows:
 
·  50 basis point decrease in risk free interest rates (which are aligned with LIBOR) used for projecting market returns and discounting - $15 to $20 million
·  50 basis point decrease in interest rates used for projecting claim exposure (7 year Treasury rates) - $30 million
· 10% increase in market volatility - $5 million
 
In addition, if annuitants' account values as of December 31, 2007 declined by 10% due to the performance of the underlying mutual funds, the approximate after-tax decrease in net income net of estimated reinsurance recoverable would be approximately $35 million.
 
All of these estimated impacts due to unfavorable changes could vary from quarter to quarter depending on actual reserve levels, the actual market conditions or changes in the anticipated view of a hypothetical market participant as of any future valuation date.
 
The amounts would be reflected in the Run-off Reinsurance segment.  See Note 2(B) to the Consolidated Financial Statements for further information.
 
 
45

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Reinsurance recoverables –
  Reinsurance recoverables in
  Run-off Reinsurance
 
Collectibility of reinsurance recoverables requires an assessment of risks that such amounts will not be collected, including risks associated with reinsurer default and disputes with reinsurers regarding applicable coverage.
 
Gross and net reinsurance recoverables in the Run-off Reinsurance segment as of December 31, were as follows:
 
· 2007 – gross $203 million; net $191
  million
· 2006 – gross $506 million; net $360 million
· 2005 – gross $565 million; net $417 million
 
The amount of reinsurance recoverables in the Run-off Reinsurance segment, net of reserves, represents management’s best estimate of recoverability, including an assessment of the financial strength of reinsurers.  The ultimate amounts received are dependent, in certain cases, on the resolution of disputes with reinsurers, including the outcome of arbitration and litigation proceedings.
A 10% reduction of net reinsurance recoverables due to uncollectibility at December 31, 2007, would reduce net income by approximately $15 million after-tax.
 
The amounts would be reflected in the Run-off Reinsurance segment.
 
See Note 8 to the Consolidated Financial Statements for additional information.
Accounts payable, accrued expenses and other liabilities-pension liabilities
 
These liabilities are estimates of the present value of the qualified and nonqualified pension benefits to be paid (attributed to employee service to date) net of the fair value of plan assets. The accrued pension benefit liability as of December 31 was as follows:
 
· 2007 – $628 million
· 2006 – $843 million
 
See Note 9 to the Consolidated Financial Statements for additional information.
The Company estimates these liabilities with actuarial models using various assumptions including discount rates and an expected return on plan assets.
 
Discount rates are set considering actual annualized yields for high quality, long-term corporate bonds, adjusted to reflect the duration of the pension liabilities.
 
The expected return on plan assets for the domestic qualified pension plan is developed considering actual historical returns, current and expected market conditions, plan asset mix and management’s investment strategy.  In addition, to measure pension costs the Company uses a market-related asset value method for domestic qualified pension plan assets invested in non-fixed income investments, which are approximately 80% of total plan assets.  This method recognizes market appreciation or depreciation in the non-fixed income portfolio over 5 years, a method that reduces the short-term impact of market fluctuations on pension cost.
 
The declining interest rate environment has resulted in an accumulated unrecognized actuarial loss of $0.4 billion at December 31, 2007.  The actuarial loss adjusted for unrecognized changes in market-related asset values is amortized over the remaining service life of pension plan participants if the loss exceeds 10% of the market-related value of plan assets or 10% of the projected benefit obligation, whichever is greater.  As of December 31, 2007, approximately $0.3 billion of the adjusted actuarial loss exceeded 10% of the projected benefit obligation. As a result, approximately $35 million after-tax will be expensed in 2008 net income.  For the year ended December 31, 2007, $77 million after-tax was expensed in net income.
 
Changes to the Company's assumptions for discount rates and the expected return on domestic qualified plan assets will not change required cash contributions to the pension plan, as the Company funds at least the minimum amount required by ERISA.  Using past experience, the Company expects that it is reasonably possible that a favorable or unfavorable change in these key assumptions of 50 basis points could occur.  An unfavorable change is a decrease in these key assumptions with resulting impacts as discussed below.
 
If discount rates for the qualified and nonqualified pension plans decreased by 50 basis points:
 
·  annual pension costs for 2008 would increase by approximately $15 million, after-tax; and
·  the accrued pension benefit liability would increase by approximately $200 million as of December 31, 2007 resulting in an after-tax decrease to shareholders’ equity of approximately $130 million as of December 31, 2007.
 
If the expected return on domestic qualified pension plan assets decreased by 50 basis points, annual pension costs for 2008 would increase by approximately $10 million, after-tax.
 
If the December 31, 2007 fair values of domestic qualified plan assets decreased by 10%, the accrued pension benefit liability would increase by approximately $340 million as of December 31, 2007 resulting in an after-tax decrease to  shareholders’ equity of approximately $220 million.
 
A favorable change is an increase in these key assumptions and would result in impacts to annual pension costs, the accrued pension liability and shareholders’ equity in an opposite direction, but similar amounts.
 

 
46

 

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Investments – Fixed maturities
 
  Recognition of losses from “other
  than temporary” impairments of
  public and private placement
  fixed maturities
 
Losses for “other than temporary” impairments of fixed maturities must be recognized in net income based on an estimate of fair value by management.
 
Changes in fair value are reflected as an increase or decrease in shareholders’ equity.  A decrease in fair value is recognized in net income when the decrease is determined to be “other than temporary.”
 
Determining whether a decline in value is “other than temporary” includes an evaluation of the reasons for and the significance of the decrease in value of the security as well as the duration of the decrease.
 
Management estimates the amount of an “other than temporary” impairment when a decline in value is expected to persist, using quoted market prices for public securities with active markets and generally the present value of future cash flows for private placement bonds and other public securities.  Expected future cash flows are based on historical experience of the issuer and management’s expectation of future performance.  See “Quality Ratings” on page 60 for additional information.
 
The Company recognized "other than temporary" impairments of investments in fixed maturities as follows (after-tax, excluding policyholder share):
 
· 2007 – $20 million
· 2006 – $18 million
· 2005 – $12 million
 
See Note 10(A) to the Consolidated Financial Statements for a discussion of the Company’s review of declines in fair value.
 
For all fixed maturities with cost in excess of their fair value, if this excess was determined to be other-than-temporary, the Company's net income as of December 31, 2007 would have decreased by approximately $81 million after-tax.
 
For private placement bonds considered impaired, a decrease of 10% of all expected future cash flows for the impaired bonds would reduce net income by approximately $1 million after-tax.

 
 
47


 

Operating segments generally reflect groups of related products, but the International segment is generally based on geography.  The Company measures the financial results of its segments using “segment earnings (loss),” which is defined as income (loss) from continuing operations excluding realized investment gains (losses).  Beginning in 2007, the Company reports the results of the run-off retirement business in Other Operations.  Prior periods have been restated to conform to this presentation.  See Note 19 to the Consolidated Financial Statements for additional segment information and a reconciliation of segment earnings (loss) to the Company’s consolidated income from continuing operations.


Segment Description

The Health Care segment includes medical, dental, behavioral health, prescription drug and other products and services that may be integrated to provide consumers with comprehensive health care solutions.  This segment also includes group disability and life insurance products that were historically sold in connection with certain experience-rated medical products that continue to be managed within the health care business.

These products and services are offered through guaranteed cost, retrospectively experience-rated and service funding arrangements.  For a description of funding arrangements, see page 5 in this Form 10-K.
 
The company measures the operating effectiveness of the Health Care segment using the following key factors:

·  
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.

Results of Operations

(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 )
 
The Health Care segment's earnings in all years presented were impacted by favorable after-tax prior year claim development of $8 million, $54 million and $137 million, in 2007, 2006 and 2005, respectively.

The amount of prior year claim development recorded in 2007, compared with 2006, is lower due to actual medical cost trends and completion factors being more in line with initial assumptions.

The amount of prior year claim development recorded in 2006 and in 2005 was attributable to better than expected completion factors reflecting shorter claims processing times due to more timely submission of claims as well as higher auto adjudication rates. Additionally, lower than expected medical cost trends also contributed to the favorable results. These results were driven by lower inpatient, outpatient and pharmacy service utilization and successful provider contracting initiatives as well as the mix of services provided.

Excluding such prior year claim development and the special items noted in the table above, segment earnings in 2007 increased over 2006 due to:

·  
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.

These factors were partially offset by lower margins in the experience-rated business as well as lower net investment income due to lower average assets and lower yields.

Excluding prior year claim development and the special items noted in the table above, segment earnings for 2006 were higher than 2005 due to:

·  
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.

These factors were partially offset by lower results in the guaranteed cost business reflecting premium increases which were less than medical cost increases and lower experience-rated earnings.
 
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Revenues

The table below shows premiums and fees for the Health Care segment:

(In millions)
 
2007
   
2006
   
2005
 
Medical:
                 
   Commercial HMO 2
  $ 2,220     $ 2,744     $ 2,646  
   Open access/Other
                       
      guaranteed cost3
    1,657       946       463  
   Voluntary/limited benefits
    160       72       -  
   Total guaranteed cost 1
    4,037       3,762       3,109  
   Experience-rated medical1, 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  
1 Premiums and/or fees associated with certain specialty products are also included.
2 Includes premiums of $82 million for 2006 associated with the health care members in Tucson, Arizona (see Medical Membership below).
3 Includes premiums associated with other risk-related products primarily open access products.
4 Includes minimum premium members, who have a risk profile similar to experience-rated funding arrangements.  The risk portion of minimum premium revenue is reported in experience-rated medical premium whereas the self funding portion of minimum premium revenue is recorded in fees. 
5Other medical premiums include risk revenue for stop-loss and specialty products.
6Represent administrative service fees for medical members and related specialty product fees for non-medical members as well as fees related to Medicare
Part D.

Premiums and fees. Premiums and fees increased 9% in 2007, compared with 2006, primarily reflecting:

·  
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 addition, premiums and fees in 2007 reflect a change in the mix of products to more service-only products from guaranteed cost products.

Premiums and fees reflect the loss in 2006 of a large prescription drug contract of $1.1 billion in the experience-rated business.  The loss of this contract had minimal impact to earnings, however the final settlement of this contract did result in net cash outflows in 2006.

Excluding the loss of this contract, premiums and fees increased by 9% in 2006, compared with 2005, primarily due to increased guaranteed cost membership and rate increases, as well as premiums and fees associated with the Medicare Part D and voluntary/limited benefits businesses.
 
Other revenues. Other revenues for the Health Care segment consist of revenues earned on direct channel sales of certain specialty products, including behavioral health and disease management.

Other revenues increased 11% in 2007 and 9% in 2006 primarily due to business growth.

Benefits and Expenses

Health Care segment benefits and expenses consist of the following:

(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  

Medical claims expense.  Medical claims expense included favorable prior year claim development of $12 million in 2007, $83 million in 2006 and $211 million in 2005.  Excluding the prior year claim development, medical claims expense increased 10% in 2007 compared to 2006 primarily due to medical trend, increased Medicare Part D membership and the impact of the Star HRG operations.  The increase in medical claims expense for the guaranteed cost business was more than offset by the increase in premiums as demonstrated by the improvement in the medical cost ratio to 84.2% from 85.8%.

Excluding prior year claim development and the loss of a large prescription drug contract, medical claims expense increased 14% in 2006, compared with 2005. This increase was due to the impact of medical trend as demonstrated by a worsening in the medical cost ratio in the guaranteed cost business to 85.8% from 84.1%, the introduction of Medicare Part D in 2006 and the impact of Star HRG, which was acquired in July 2006.

See Note 5 to the Consolidated Financial Statements for additional information about medical claims payable and medical claims expense.

Other operating expenses. Other operating expenses include expenses related to both retail and mail order pharmacy, disease management, voluntary and limited benefits and Medicare claims administration businesses.

Excluding these items, other operating expenses increased in 2007, compared with 2006, reflecting membership growth and higher spending on information technology, including market facing capabilities.  This increase was partially offset by productivity savings which were reflected in lower operating expenses per member due to the success of various expense reduction initiatives.
 
49

Other operating expenses for 2006 include the favorable impact of a $22 million pre-tax ($14 million after-tax) insurance recovery resulting from a litigation matter.  Other operating expenses increased in 2006 reflecting costs associated with certain revenue growth initiatives and amortization of software development.  Excluding these items, other operating expenses for 2006 reflect productivity improvements.

Other Items Affecting Health Care Results

Medical Membership

The Company's medical membership includes any individual for whom the Company retains medical underwriting risk, who uses the Company’s network for services covered under their medical coverage or for whom the Company administers medical claims.

(In thousands)
 
2007
   
2006
   
2005
 
Guaranteed cost:
                 
Commercial HMO
    523       764       813  
Medicare
    31       32       32  
Open access/Other
                       
   guaranteed cost1
    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  
Service3
    8,013       7,128       6,902  
Total medical membership
    10,169       9,389       9,090  
1 Includes membership associated with other risk-related products, primarily open access products.
2 Includes minimum premium members, who have a risk profile similar to experience-rated funding arrangements.  The risk portion of minimum premium revenue is reported in experience-rated medical premium whereas the self funding portion of minimum premium revenue is recorded in fees.
3 Includes approximately 25 thousand members obtained through the acquisition of Mid-South Administrative Group, LLC, which was effective January 1, 2007, and includes 340 thousand members related to Sagamore Health Network, which was acquired on August 1, 2007.

During 2007, medical membership increased by 8.3%, including members from the August 1, 2007 acquisition of Sagamore Health Network, Inc.  Excluding this acquisition, medical membership increased 4.7% due to growth in the service business.

During 2006, the Company's medical membership increased by 3% including approximately 164,000 members with voluntary or other limited health care benefits coverage as a result of the Star HRG acquisition in 2006.  Excluding this acquisition, medical membership increased 1.5% reflecting growth in service and other guaranteed cost, partially offset by lower experience-rated membership.

In 2006, approximately 54,000 health care members in Tucson, Arizona were transitioned to the Company as the result of an antitrust requirement to divest certain contracts in connection with the merger of two health care industry competitors.  Given the unique nature of this transaction, the Company did not include these members in its reported medical membership until affected customers renewed on the Company’s contracts.  As of December 31, 2007, all customers were up for renewal and the Company renewed contracts for approximately 36,000 members.  These members are now included in the above medical membership results.

In addition, in 2006, approximately 84,000 members were reclassified from experience-rated to administrative service only.  This change had no impact on reported revenues or segment earnings.

Operational Improvement Initiatives

The Company continues to devote its efforts to becoming the leading health service organization.  As such, the Company is focused on several initiatives including developing and enhancing a consumer focused service model.  This effort is expected to require significant investments over the next 3-5 years.  These investments will enable the Company to grow its membership and to improve operational effectiveness and profitability by developing innovative products and services that promote consumer engagement at a competitive cost.  Executing on these operational improvement initiatives is critical to attaining a leadership position in the health care marketplace.

Offering products that meet emerging consumer and market trends. The CIGNATURE®, CareAlliesSM, and CIGNA Choice Fund® suite of products offers various options to consumers and employers and are key to our consumer engagement strategy.  Offerings include: choice of benefit, participating provider network, funding, medical management, and health advocacy options.  Through the CIGNA Choice Fund®, the Company offers a set of consumer-directed capabilities that includes options for health reimbursement arrangements and/or health savings accounts and enables consumers to make effective health decisions using information tools provided by the Company.

In July 2006, the Company acquired Star HRG, a leading provider of low cost health plans and other employee benefits coverage for hourly and part-time workers and their families.  This acquisition complements the Company’s existing product portfolio by giving the Company the capability to offer voluntary health insurance coverage.  Also in 2006, the Company acquired vielife, a U.K. based leading provider of integrated online health management and coaching programs and entered into a long-term agreement with the University of Michigan to access certain intellectual property related to identification of health risks and employer worksite health and wellness programs.

Underwriting and pricing products effectively.  One of the Company’s key priorities is to achieve strong profitability in a competitive health care market.  The Company is focused on effectively managing pricing and underwriting decisions at both the case and overall business level, particularly for the
 
50

guaranteed cost business as demonstrated in the improvement in the guaranteed cost medical cost ratio by 160 basis points in 2007 excluding prior year claim development.

Growing medical membership results. The Company continues to focus on growing its medical membership by:

·  
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.

The Company is focused on segment expansion most notably in the voluntary, individual and small employer (less than 200 employees) and senior segments.  In an effort to achieve these objectives, the Company took the following strategic actions:

In November 2007, the Company announced its agreement to acquire Great-West Healthcare of Denver, Colorado. This acquisition will enable the Company to broaden its distribution reach and provider network, particularly in the western regions of the United States, and expand the range of health benefits and products it offers.  The Company is targeting an April 1, 2008 closing date.  See “Liquidity and Capital Resources Outlook” on page 58 for more information about funding this acquisition.

Additionally, the Company acquired Memphis-based Mid-South Administrative Group, LLC in January 2007 to give the Company an expanded local presence in Memphis and western Tennessee.

The Company formed strategic alliances with New York-based MVP Health Care/Preferred Care in September 2006 and with Minnesota-based HealthPartners in April 2006.  The Company believes that its medical management model, focus on clinical quality and ability to integrate health and related benefit solutions position the Company to continue to improve membership results.

These actions have enabled the Company to strengthen its national provider network; to enhance its ability to provide superior medical disease management programs and importantly, to grow membership while lowering medical costs in key geographic areas.

Effectively managing medical costs.  The Company operates under a centralized medical management model, which helps facilitate consistent levels of care for its members and reduces infrastructure expenses.
 
The Company is focused on continuing to effectively manage medical utilization and unit costs.  To help achieve this, the Company continues to focus on renegotiating contracts with providers and certain facilities to limit increases in medical reimbursement costs.  In addition, the Company seeks to strengthen its network position in selected markets and, on August 1, 2007, acquired Sagamore Health Network, Inc. in Indiana. Sagamore provides access to an extensive preferred provider network and offers access to a broad range of utilization review and case management services to health claim payer organizations, self-insured employers and third-party administrators.  In the future, the Company may pursue additional acquisitions and strategic alliances.

Delivering quality member and provider service.  The Company is focused on delivering competitive service to members, providers and customers. The Company believes that further enhancing quality service can improve member retention and, when combined with useful health information and tools, can help motivate members to become more engaged in their personal health, and will promote healthy outcomes thereby removing cost from the system.  The evolution of the consumer-driven healthcare market is driving increased product and service complexity and is raising consumers’ expectations with respect to service levels, which is expected to require significant investment, management attention and heightened interaction with customers.

The Company is focused on the development and enhancement of a service model that is capable of meeting the challenges brought on by the increasing product and service complexity and the heightened expectations of health care consumers.  The Company continues to invest in the development and implementation of systems and technology to improve the member and provider service experience, enhance its capabilities and improve its competitive position.

Maintaining and upgrading information technology systems. The Company’s current business model and long-term strategy require effective and reliable information technology systems.  The Company’s current systems architecture will require continuing investment to meet the challenges of increasing consumer demands from both our existing and emerging customer base to support its business growth and strategies, improve its competitive position and provide appropriate levels of service to consumers.  The Company is focused on providing these enhanced strategic capabilities in response to increasing consumer expectations, while continuing to provide a consistent, high quality consumer service experience with respect to the Company’s current programs.  Further integration of the Company’s multiple administrative and customer facing platforms is required to support the Company's internal needs and growth strategies, and to ensure reliable, efficient and effective customer service both in today’s employer focused model as well as in a consumer directed model.  The Company’s ability to obtain and effectively deploy capital to make these investments will influence the timing and the impact these initiatives will have on its operations.
 
51

Reducing other operating expenses. The Company operates in an intensely competitive marketplace and its ability to establish a meaningful cost advantage is key to achieving its initiatives. Accordingly, the Company continues to focus on initiatives that will increase its operating efficiency and responsiveness to customers.

The Company’s health advocacy capabilities support its recent membership growth.  The Company must be able to deliver those capabilities efficiently and cost-effectively.  The Company must continue to identify additional cost savings to further improve its competitive cost position.  Savings generated from the Company’s operating efficiency initiatives provide capital to make investments that will enhance its capabilities in the areas of consumerism, particularly product development, the delivery of member service and health advocacy and related technology. See Note 6 to the Consolidated Financial Statements for further information on initiatives to reduce operating expenses.


Segment Description

The Disability and Life segment includes group disability, life, accident and specialty insurance and case management for disability and workers’ compensation.

For a description of Disability and Life’s products and services, see page 11 in the “Business” section of this Form 10-K.

Key factors for this segment are:

·  
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).

Results of Operations

(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