Press release from Business Wire
Cigna Announces Transaction to Exit Run-off Operations
<ul> <li class='bwlistitemmargb'> <b>Funds transaction with Berkshire Hathaway through $100 million of incremental parent company cash, along with assets supporting the business and the related tax benefit</b> </li> </ul>
Monday, February 04, 2013
Cigna Announces Transaction to Exit Run-off Operations16:01 EST Monday, February 04, 2013
BLOOMFIELD, Conn. (Business Wire) -- Cigna Corporation (NYSE: CI) today announced a definitive agreement with
Berkshire Hathaway Life Insurance Company of Nebraska, a member of the
Berkshire Hathaway, Inc. group (Berkshire), under which Berkshire will
reinsure Cigna's Run-off Guaranteed Minimum Death Benefits (VADBe) and
Guaranteed Minimum Income Benefits (GMIB) businesses effective February
4, 2013. Cigna will fund this transaction with an incremental $100
million of parent company cash, approximately $1.8 billion of investment
assets supporting the run-off businesses, and an estimated $300 million
tax benefit associated with the transaction.
Berkshire will assume 100% of Cigna's exposure up to $4 billion of
future VADBe and GMIB claims, which is significantly in excess of
current projections of future claims for this business. Cigna believes
that the potential for actual claims to exceed the limit of the coverage
from Berkshire is extremely remote.
“Cigna is taking this definitive strategic step to further reduce risk
and continue to improve our financial flexibility,” said David M.
Cordani, President and Chief Executive Officer. “This transaction
effectively eliminates potential capital calls and income statement
volatility from these run-off books of business.”
Cigna expects to record the exit transaction as a special item in the
first quarter of 2013, resulting in an after-tax charge of $500 million.
The charge represents the amount of payment to Berkshire that is in
excess of Cigna's recorded reserves. Realized capital gains resulting
from the sale of investment assets supporting the business are expected
to range between $50 million and $150 million after-tax, depending on
whether the assets are sold externally or transferred to other internal
portfolios.
The special item charge for the exit transaction and the expected
realized capital gains on the sale of assets will be included in Cigna's
net income, but will not be included in adjusted income from operations.
As a result, Cigna's earnings outlook for 2013, which is based on
adjusted income from operations, will not be impacted by this
transaction. The transaction also does not affect Cigna's outlook
regarding capital that is available for deployment in 2013.
BofA Merrill Lynch served as financial advisors and Skadden, Arps,
Slate, Meagher & Flom LLP served as legal advisors.
Conference Call
Cigna will be hosting a conference call this afternoon, beginning at
5:00p.m. ET to discuss the transaction. The call-in numbers for the
conference call are as follows:
Live Call(800) 619-9569 (Domestic)(517)
623-4948 (International)Passcode: 999363Replay(800) 283-1577 (Domestic)(402)
998-0965 (International)No Passcode Required
It is strongly suggested you dial in to the conference call by 4:45p.m.
ET. The operator will periodically provide instructions regarding the
call.
About Cigna
Cigna Corporation (NYSE: CI) is a global health service company
dedicated to helping people improve their health, well-being and sense
of security. All products and services are provided exclusively through
operating subsidiaries of Cigna Corporation, including Connecticut
General Life Insurance Company, Cigna Health and Life Insurance Company,
Life Insurance Company of North America and Cigna Life Insurance Company
of New York. Such products and services include an integrated suite of
health services, such as medical, dental, behavioral health, pharmacy
and vision care benefits, and other related products including group
disability, life, and accident coverage. Cigna has sales capability in
30 countries and jurisdictions, with approximately 75 million customer
relationships throughout the world. To learn more about Cigna®,
including links to follow us on Facebook or Twitter, visit www.cigna.com.
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Cigna Corporation and its subsidiaries (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 strategic initiatives, litigation and other legal matters,
operational improvement initiatives in the Health Care operations, and
the outlooks for the Company's full year 2012, 2013 and beyond 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.
By their nature, forward-looking statements: (i) speak only as of the
date they are made, (ii) are not guarantees of future performance or
results and (iii) are subject to risks, uncertainties and assumptions
that are difficult to predict or quantify. Therefore, actual results
could differ materially and adversely from those forward-looking
statements as a result of a variety of 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 Global 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 businesses;
3.
challenges and risks associated with implementing improvement
initiatives and strategic actions in the ongoing operations of the
businesses, including those related to: (i) growth in targeted
geographies, product lines, buying segments and distribution
channels, (ii) offering products that meet emerging market needs,
(iii) strengthening underwriting and pricing effectiveness, (iv)
strengthening medical cost results and a growing medical customer
base, (v) delivering quality service to members and health care
professionals using effective technology solutions, and (vi)
lowering administrative costs;
4.
adverse changes in state, federal and international laws and
regulations, including health care reform legislation and regulation
that could, among other items, affect the way the Company does
business, increase costs, limit the ability to effectively estimate,
price for and manage medical costs, and affect the Company's
products, services, market segments, technology and processes;
5.
the ability to successfully complete the integration of acquired
businesses, including the acquired HealthSpring businesses by,
among other things, operating Medicare Advantage coordinated care
plans and HealthSpring's prescription drug plan, retaining and
growing the customer base, realizing revenue, expense and other
synergies, renewing contracts on competitive terms, successfully
leveraging the information technology platform of the acquired
businesses, and retaining key personnel;
6.
the ability of the Company to execute its growth plans by
successfully leveraging its capabilities and those of the
businesses acquired in serving the Seniors market segment and the
Company's other market segments, including through successful
execution of the Company's physician engagement strategy;
7.
the possibility that the acquired HealthSpring business may be
adversely affected by economic, business and/or competitive
factors; or by federal and/or state regulation, including health
care reform, reductions in funding levels for Medicare programs,
and potential changes in risk adjustment data validation audit and
payment adjustment methodology;
8.
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, including disputes related to payments to health care
professionals, government investigations and proceedings, tax audits
and related litigation, and regulatory market conduct and other
reviews, audits and investigations;
9.
heightened competition, particularly price competition, that could
reduce product margins and constrain growth in the Company's
businesses, primarily the Global Health Care business;
10.
risks associated with the Company's mail order pharmacy business
that, among other things, includes any potential operational
deficiencies or service issues as well as loss or suspension of
state pharmacy licenses;
11.
significant changes in interest rates or sustained deterioration in
the commercial real estate markets;
12.
downgrades in the financial strength ratings of the Company's
insurance subsidiaries, that could, among other things, adversely
affect new sales and retention of current business; downgrades in
financial strength ratings of reinsurers or adjustments to the
assumptions used in estimating the liabilities for the Company's
reinsurance contracts, that could result in increased statutory
reserves or capital requirements of the Company's insurance
subsidiaries;
13.
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;
14.
risks associated with the reinsurance transaction for the run-off
guaranteed minimum death benefits and guaranteed minimum income
benefits businesses, including the risk that future liabilities
exceed the cap under the reinsurance agreement or that the
reinsurance does not otherwise provide adequate protection;
15.
significant stock market declines, that could, among other things,
impact the Company's pension plans in future periods as well as the
recognition of additional pension obligations;
16.
significant deterioration in economic conditions and significant
market volatility, that could have an adverse effect on the
Company's operations, investments, liquidity and access to capital
markets;
17.
significant deterioration in economic conditions and significant
market volatility, that could have an adverse effect on the
businesses of our customers (including the amount and type of health
care services provided to their workforce, loss in workforce and our
customers' ability to pay their obligations) and our vendors
(including their ability to provide services);
18.
amendments to income tax laws, that could affect the taxation of
employer-provided benefits and the taxation of certain insurance
products such as corporate-owned life insurance;
19.
potential public health epidemics, pandemics, natural disasters and
bio-terrorist activity, that 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;
20.
risks associated with security or interruption of information
systems, that could, among other things, cause operational
disruption;
21.
challenges and risks associated with the successful management of
the Company's outsourcing projects or key vendors; and
22.
the unique political, legal, operational, regulatory and other
challenges associated with expanding our business globally.
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 Report on Form 10-Q
for the quarters ended March 31, June 30, and September 30, 2012 and the
Current Report on Form 8-K filed on August 8, 2012, 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.
CignaTed Detrick, 215-761-1414Investor
RelationsEdwin.Detrick@cigna.comorMatthew
Asensio, 860-226-2599Media RelationsMatthew.Asensio@cigna.com
