CIGNA Corporation

December 18, 2002

Jonathan G. Katz, Secretary
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

    RE: File No. S7-43-02
    Comments on Release No. 33-8145; 34-46788

Dear Mr. Katz:

CIGNA Corporation appreciates the opportunity to comment on the Commission's proposals regarding the use of non-GAAP financial measures and the required filing of certain press releases on Form 8-K. We are supportive of the Commission's efforts to improve financial reporting through the development of standards requiring enhanced disclosure about non-GAAP financial information by public companies.

We support the following rules included in the Commission's proposal:

  • Filing of earnings releases on Form 8-K within two business days of public releases of earnings data;

  • Inclusion of a reconciliation between GAAP and non-GAAP financial measures; and

  • Discussion of management's purpose for use of non-GAAP financial measures and the value of such measures to an investor's understanding of results.

However, we have concerns regarding certain of these proposals. We believe that:

  • Per share information in the earnings release, adjusted to exclude unusual items, presents relevant information to assess financial performance; and

  • Non-GAAP measures adjusted to exclude unusual items present management's assessment of financial performance, which is essential information for investors.

Failure to present adjusted per share information in earnings releases or adjusted non-GAAP amounts in management's analysis of results will require investors to prepare such analyses themselves. As noted above, we support the Commission's objective of promoting transparency in financial reporting by requiring a reconciliation of non-GAAP financial data to GAAP amounts. By requiring reconciliations of such data, each company's assessment of financial information should be clear and investors can properly draw comparisons between companies.

Presentation of adjusted per share or adjusted non-GAAP amounts helps management focus on true operating performance and assists in period-to-period comparability. Disclosure of these adjusted amounts, in the proper context, furthers the Commission's goal of allowing investors an opportunity to look at company performance "through the eyes of management."

We appreciate this opportunity to respond to the Commission's proposed rules and your consideration of our comments. Should the Commission or its Staff have questions concerning the comments in this letter or desire additional information to assist in preparing the adopting release, please do not hesitate to contact me at 215-761-2327.

Very truly yours,

/s/ James A. Sears

James A. Sears
Vice President and
Chief Accounting Officer
CIGNA Corporation