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| CI > SEC Filings for CI > Form 8-K on 31-Aug-2009 | All Recent SEC Filings |
31-Aug-2009
Regulation FD Disclosure
On September 1, 2009 and for the remainder of the week, Company officials expect
to participate in telephone calls and meetings with investors and
analysts. During these meetings, Company officials expect to reaffirm
consolidated adjusted income from operations estimates for full year 2009, which
remain in the range of $1.04 billion to $1.10 billion, assuming that Variable
Annuity Death Benefits (VADBe) results would be approximately break-even for the
remaining six months of 2009. This assumption reflects management's view that
the long-term reserve assumptions are appropriate and that capital markets
remain stable over the balance of the year. Company officials also expect to
reaffirm the outlook for medical membership for full year 2009, as discussed on
the Company's second quarter 2009 earnings conference call. A transcript of that
earnings call is available at
http://www.cigna.com/about_us/investor_relations/recent_disclosures.html.
Consolidated adjusted income from operations is consolidated income from continuing operations excluding realized investment results, special items and results of the Company's Guaranteed Minimum Income Benefits business, otherwise known as GMIB, which is reported in the Run-off Reinsurance segment.
Investors are strongly encouraged to review the factors cited in the Cautionary Statement included in this report and the sensitivities discussed in the "Critical Accounting Estimates" section of the Company's Annual Report on Form 10-K for the year ended December 31, 2008 and the Quarterly Report on Form 10-Q for the second quarter ended June 30, 2009 for further details and information.
Information is not available for management (1) to reasonably estimate future realized investment gains (losses) or (2) to reasonably estimate future GMIB business results due in part to interest rate and stock market volatility and other internal and external factors; therefore it is not possible to provide a forward-looking reconciliation of adjusted income from operations to shareholders' income from continuing operations. Potential losses or gains related to the GMIB business, as well as investment impairments (both of which are sensitive to equity market and interest rate movements), could either adversely or favorably impact the Company's consolidated results of operations and financial condition, and could impact the capital of the Company's insurance subsidiaries as well as their dividend paying capabilities.
Special items for the remainder of 2009 may include potential charges associated with the previously announced cost reduction plan as well as litigation related items. Information is not available for management to identify, other than these items, or reasonably estimate additional 2009 special items.
The foregoing statements represent management's current estimate of CIGNA's consolidated adjusted income from operations (excluding VADBe) and medical membership for full year 2009 as of the date of this report. Actual results may differ materially depending on a number of factors, and investors are urged to read the Cautionary Statement included in this report for a description of those factors. Management does not assume any obligation to update these estimates, whether as a result of new information, future events or otherwise, except as required by law.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company and its representatives may from time to time make written and oral forward-looking statements, including statements contained in press releases, in the Company's filings with the Securities and Exchange Commission, in its reports to shareholders and in meetings with analysts and investors. Forward-looking statements may contain information about financial prospects, economic conditions, trends and other uncertainties. These forward-looking statements are based on
management's beliefs and assumptions and on information available to management at the time the statements are or were made. Forward-looking statements include but are not limited to the information concerning possible or assumed future business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, trends and, in particular, the Company's productivity initiatives, litigation and other legal matters, operational improvement in the health care operations, and the outlook for the Company's full year 2009 results. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "believe", "expect", "plan", "intend", "anticipate", "estimate", "predict", "potential", "may", "should" or similar expressions.
You should not place undue reliance on these forward-looking statements. The Company cautions that actual results could differ materially from those that management expects, depending on the outcome of certain factors. Some factors that could cause actual results to differ materially from the forward-looking statements include:
1. increased medical costs that are higher than anticipated in
establishing premium rates in the Company's health care
operations, including increased use and costs of medical
services;
2. increased medical, administrative, technology or other costs
resulting from new legislative and regulatory requirements
imposed on the Company's employee benefits businesses;
3. challenges and risks associated with implementing
operational improvement initiatives and strategic actions in
the ongoing operations of the businesses, including those
related to: (i) offering products that meet emerging market
needs, (ii) strengthening underwriting and pricing
effectiveness, (iii) strengthening medical cost and medical
membership results, (iv) delivering quality member and
provider service using effective technology solutions, (v)
lowering administrative costs and (vi) transitioning to an
integrated operating company model, including operating
efficiencies related to the transition;
4. risks associated with pending and potential state and
federal class action lawsuits, disputes regarding
reinsurance arrangements, other litigation and regulatory
actions challenging the Company's businesses, government
investigations and proceedings, and tax audits and related
litigation;
5. heightened competition, particularly price competition,
which could reduce product margins and constrain growth in
the Company's businesses, primarily the health care
business;
6. risks associated with the Company's mail order pharmacy
business which, among other things, includes any potential
operational deficiencies or service issues as well as loss
or suspension of state pharmacy licenses;
7. significant changes in interest rates and deterioration in
the loan to value ratios of commercial real estate
investments for a sustained period of time;
8. downgrades in the financial strength ratings of the
Company's insurance subsidiaries, which could, among other
things, adversely affect new sales, retention of current
business as well as a downgrade in financial strength
ratings of reinsurers which could result in increased
statutory reserve or capital requirements;
9. limitations on the ability of the Company's insurance
subsidiaries to dividend capital to the parent company as a
result of downgrades in the subsidiaries' financial strength
ratings, changes in statutory reserve or capital
requirements or other financial constraints;
10. inability of the program adopted by the Company to
substantially reduce equity market risks for reinsurance
contracts that guarantee minimum death benefits under
certain variable annuities (including possible market
difficulties in entering into appropriate futures contracts
and in matching such contracts to the underlying equity
risk);
11. adjustments to the reserve assumptions (including lapse,
partial surrender, mortality, interest rates and volatility)
used in estimating the Company's liabilities for reinsurance
contracts covering guaranteed minimum death benefits under
certain variable annuities;
12. adjustments to the assumptions (including annuity election
rates and amounts collectible from reinsurers) used in
estimating the Company's assets and liabilities for
reinsurance contracts covering guaranteed minimum income
benefits under certain variable annuities;
13. significant stock market declines, which could, among other
things, result in increased expenses for guaranteed minimum
income benefit contracts, guaranteed minimum death benefit
contracts and the Company's pension plans in future periods
as well as the recognition of additional pension
obligations;
14. unfavorable claims experience related to workers'
compensation and personal accident exposures of the run-off
reinsurance business, including losses attributable to the
inability to recover claims from retrocessionaires;
15. significant deterioration in economic conditions and
significant market volatility, which could have an adverse
effect on the Company's operations, investments, liquidity
and access to capital markets;
16. significant deterioration in economic conditions and
significant market volatility, which could have an adverse
effect on the businesses of our customers (including the
amount and type of healthcare services provided to their
workforce, loss in workforce and our customers' ability to
pay receivables) and our vendors (including their ability to
provide services);
17. changes in public policy and in the political environment,
which could affect state and federal law, including
legislative and regulatory proposals related to health care
issues, which could increase cost and affect the market for
the Company's health care products and services; and
amendments to income tax laws, which could affect the
taxation of employer provided benefits and certain insurance
products such as corporate-owned life insurance;
18. potential public health epidemics and bio-terrorist
activity, which could, among other things, cause the
Company's covered medical and disability expenses, pharmacy
costs and mortality experience to rise significantly, and
cause operational disruption, depending on the severity of
the event and number of individuals affected;
19. risks associated with security or interruption of
information systems, which could, among other things, cause
operational disruption;
20. challenges and risks associated with the successful
management of the Company's outsourcing projects or key
vendors, including the agreement with IBM for provision of
technology infrastructure and related services;
21. the ability to successfully integrate and operate the
businesses acquired from Great-West by, among other things,
renewing insurance and administrative services contracts on
competitive terms, retaining and growing membership,
realizing revenue, expense and other synergies, successfully
leveraging the information technology platform of the
acquired businesses, and retaining key personnel; and
22. the ability of the Company to execute its growth plans by
successfully managing Great-West Healthcare's outsourcing
projects and leveraging the Company's capabilities and those
of the businesses acquired from Great-West to further
enhance the combined organization's network access position,
underwriting effectiveness, delivery of quality member and
provider service, and increased penetration of its
membership base with differentiated product offerings.
This list of important factors is not intended to be exhaustive. Other sections of the Company's most recent Annual Report on Form 10-K, including the "Risk Factors" section, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009, and other documents filed with the Securities and Exchange Commission include both expanded discussion of these factors and additional risk factors and uncertainties that could preclude the Company from realizing the forward-looking statements. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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