SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-08323

CIGNA Corporation

(Exact name of registrant as specified in its charter)

Delaware		06-1059331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Two Liberty Place, 1601 Chestnut Street
Philadelphia, Pennsylvania 19192

Registrant’s telephone number, including area code (215) 761-1000

Not Applicable

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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 þ		Accelerated filer o		Non-accelerated filer o		Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of April 16, 2010, 276,674,906 shares of the issuer’s common stock were outstanding.

 

 

CIGNA CORPORATION

INDEX

		Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements			1
Consolidated Statements of Income			1
Consolidated Balance Sheets			2
Consolidated Statements of Comprehensive Income and Changes in Total Equity			3
Consolidated Statements of Cash Flows			4
Notes to the Consolidated Financial Statements			5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			43
Item 3. Quantitative and Qualitative Disclosures About Market Risk			73
Item 4. Controls and Procedures			74
PART II OTHER INFORMATION
Item 1. Legal Proceedings			75
Item 1A. Risk Factors			76
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			77
Item 6. Exhibits			78
SIGNATURE			79
INDEX TO EXHIBITS			E-1
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

As used herein, “CIGNA” or the “Company” refers to one or more of CIGNA Corporation and its consolidated subsidiaries.

Part I.		FINANCIAL INFORMATION

Item 1.		FINANCIAL STATEMENTS

CIGNA Corporation

Consolidated Statements of Income

		Unaudited
		Three Months Ended
		March 31,
(In millions, except per share amounts)		2010				2009
Revenues
Premiums and fees		$	4,543			$	4,051
Net investment income			266				229
Mail order pharmacy revenues			348				312
Other revenues			54				217
Realized investment losses:
Other-than-temporary impairments on debt securities, net			(1	)			(17	)
Other realized investment losses			(5	)			(19	)
Total realized investment losses			(6	)			(36	)
Total revenues			5,205				4,773
Benefits and Expenses
Health Care medical claims expense			2,209				1,780
Other benefit expenses			879				1,108
Mail order pharmacy cost of goods sold			285				252
GMIB fair value gain			(4	)			(32	)
Other operating expenses			1,414				1,392
Total benefits and expenses			4,783				4,500
Income from Continuing Operations before Income Taxes			422				273
Income taxes (benefits):
Current			87				(85	)
Deferred			51				150
Total taxes			138				65
Income from Continuing Operations			284				208
Income from Discontinued Operations, Net of Taxes			—				1
Net Income			284				209
Less: Net Income Attributable to Noncontrolling Interest			1				1
Shareholders’ Net Income		$	283			$	208
Basic Earnings Per Share:
Shareholders’ income from continuing operations		$	1.03			$	0.76
Shareholders’ income from discontinued operations			—				—
Shareholders’ net income		$	1.03			$	0.76
Diluted Earnings Per Share:
Shareholders’ income from continuing operations		$	1.02			$	0.76
Shareholders’ income from discontinued operations			—				—
Shareholders’ net income		$	1.02			$	0.76
Dividends Declared Per Share		$	0.040			$	0.040
Amounts Attributable to CIGNA:
Shareholders’ income from continuing operations		$	283			$	207
Shareholders’ income from discontinued operations			—				1
Shareholders’ Net Income		$	283			$	208

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

CIGNA Corporation

Consolidated Balance Sheets

						Unaudited
						As of								As of
						March 31,								December 31,
(In millions, except per share amounts)						2010								2009
Assets
Investments:
Fixed maturities, at fair value (amortized cost, $12,958; $12,580)						$	13,977							$	13,443
Equity securities, at fair value (cost, $141; $137)							122								113
Commercial mortgage loans							3,493								3,522
Policy loans							1,529								1,549
Real estate							160								124
Other long-term investments							597								595
Short-term investments							188								493
Total investments							20,066								19,839
Cash and cash equivalents							1,299								924
Accrued investment income							278								238
Premiums, accounts and notes receivable, net							1,515								1,361
Reinsurance recoverables							6,520								6,597
Deferred policy acquisition costs							1,011								943
Property and equipment							860								862
Deferred income taxes, net							941								1,029
Goodwill							2,879								2,876
Other assets, including other intangibles							1,004								1,056
Separate account assets							7,491								7,288
Total assets						$	43,864							$	43,013
Liabilities
Contractholder deposit funds						$	8,506							$	8,484
Future policy benefits							8,116								8,136
Unpaid claims and claim expenses							3,996								3,968
Health Care medical claims payable							1,341								921
Unearned premiums and fees							432								427
Total insurance and contractholder liabilities							22,391								21,936
Accounts payable, accrued expenses and other liabilities							5,606								5,797
Short-term debt							326								104
Long-term debt							2,212								2,436
Nonrecourse obligations							23								23
Separate account liabilities							7,491								7,288
Total liabilities							38,049								37,584
Contingencies — Note 17
Shareholders’ Equity
Common stock (par value per share, $0.25; shares issued, 351)							88								88
Additional paid-in capital							2,522								2,514
Net unrealized appreciation, fixed maturities		$	450							$	378
Net unrealized appreciation, equity securities			4								4
Net unrealized depreciation, derivatives			(26	)							(30	)
Net translation of foreign currencies			(8	)							(12	)
Postretirement benefits liability adjustment			(950	)							(958	)
Accumulated other comprehensive loss							(530	)							(618	)
Retained earnings							8,840								8,625
Less treasury stock, at cost							(5,119	)							(5,192	)
Total shareholders’ equity							5,801								5,417
Noncontrolling interest							14								12
Total equity							5,815								5,429
Total liabilities and equity						$	43,864							$	43,013
Shareholders’ Equity Per Share						$	20.97							$	19.75

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

CIGNA Corporation

Consolidated Statements of Comprehensive Income and Changes in Total Equity

		Unaudited
		2010								2009
		Compre-								Compre-
(In millions, except per share amounts)		hensive				Total				hensive				Total
Three Months Ended March 31,		Income				Equity				Income				Equity
Common Stock, January 1 and March 31,						$	88							$	88
Additional Paid-In Capital, January 1,							2,514								2,502
Effects of stock issuance for employee benefit plans							8								3
Additional Paid-In Capital, March 31,							2,522								2,505
Accumulated Other Comprehensive Loss, January 1,							(618	)							(1,074	)
Net unrealized appreciation, fixed maturities		$	72				72			$	53				53
Net unrealized depreciation, equity securities			—				—				(2	)			(2	)
Net unrealized appreciation on securities			72								51
Net unrealized appreciation, derivatives			4				4				11				11
Net translation of foreign currencies			4				4				(28	)			(28	)
Postretirement benefits liability adjustment			8				8				4				4
Other comprehensive income			88								38
Accumulated Other Comprehensive Loss, March 31,							(530	)							(1,036	)
Retained Earnings, January 1,							8,625								7,374
Shareholders’ net income			283				283				208				208
Effects of stock issuance for employee benefit plans							(57	)							(35	)
Common dividends declared (per share: $0.04; $0.04)							(11	)							(11	)
Retained Earnings, March 31,							8,840								7,536
Treasury Stock, January 1,							(5,192	)							(5,298	)
Other, primarily issuance of treasury stock for employee benefit plans							73								36
Treasury Stock, March 31,							(5,119	)							(5,262	)
Shareholders’ Comprehensive Income and Shareholders’ Equity			371				5,801				246				3,831
Noncontrolling interest, January 1,							12								6
Net income attributable to noncontrolling interest			1				1				1				1
Accumulated other comprehensive income attributable to noncontrolling interest			1				1				—				—
Noncontrolling interest, March 31,			2				14				1				7
Total Comprehensive Income and Total Equity		$	373			$	5,815			$	247			$	3,838

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

CIGNA Corporation

Consolidated Statements of Cash Flows

		Unaudited
		Three Months Ended March 31,
(In millions)		2010				2009
Cash Flows from Operating Activities
Net income		$	284			$	209
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			61				69
Realized investment losses			6				36
Deferred income taxes			51				150
Gains on sale of businesses (excluding discontinued operations)			(6	)			(8	)
Income from discontinued operations, net of taxes			—				(1	)
Net changes in assets and liabilities, net of non-operating effects:
Premiums, accounts and notes receivable			(148	)			(124	)
Reinsurance recoverables			23				(11	)
Deferred policy acquisition costs			(60	)			(28	)
Other assets			41				78
Insurance liabilities			406				273
Accounts payable, accrued expenses and other liabilities			(299	)			(464	)
Current income taxes			79				(90	)
Other, net			(44	)			(17	)
Net cash provided by operating activities			394				72
Cash Flows from Investing Activities
Proceeds from investments sold:
Fixed maturities			240				119
Commercial mortgage loans			1				—
Other (primarily short-term and other long-term investments)			443				267
Investment maturities and repayments:
Fixed maturities			172				199
Commercial mortgage loans			11				6
Investments purchased:
Fixed maturities			(752	)			(543	)
Equity securities			(4	)			—
Commercial mortgage loans			(32	)			(8	)
Other (primarily short-term and other long-term investments)			(145	)			(146	)
Property and equipment purchases			(52	)			(60	)
Other (primarily other acquisitions/dispositions)			(5	)			—
Net cash used in investing activities			(123	)			(166	)
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds			354				373
Withdrawals and benefit payments from contractholder deposit funds			(309	)			(322	)
Change in cash overdraft position			40				14
Net change in short-term debt			—				74
Repayment of long-term debt			(2	)			(2	)
Issuance of common stock			24				—
Net cash provided by financing activities			107				137
Effect of foreign currency rate changes on cash and cash equivalents			(3	)			(10	)
Net increase in cash and cash equivalents			375				33
Cash and cash equivalents, January 1,			924				1,342
Cash and cash equivalents, March 31,		$	1,299			$	1,375
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds		$	6			$	9
Interest paid		$	32			$	35

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

CIGNA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation

The Consolidated Financial Statements include the accounts of CIGNA Corporation and its significant subsidiaries (referred to collectively as “the Company”). Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The interim consolidated financial statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of financial position and results of operations for the periods reported. The interim consolidated financial statements and notes should be read in conjunction with the Consolidated Financial Statements and Notes in the Company’s Form 10-K for the year ended December 31, 2009.

The preparation of interim consolidated financial statements necessarily relies heavily on estimates. This and certain other factors, such as the seasonal nature of portions of the health care and related benefits business as well as competitive and other market conditions, call for caution in estimating full year results based on interim results of operations.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Discontinued operations for the three months ended March 31, 2009 represented a $1 million after-tax benefit from the settlement of certain issues related to a past divestiture.

Unless otherwise indicated, amounts in these Notes exclude the effects of discontinued operations.

Note 2 — Recent Accounting Pronouncements

Variable interest entities. Effective January 1, 2010, the Company adopted the Financial Accounting Standards Board’s (“FASB”) amended guidance that requires ongoing qualitative analysis to determine whether a variable interest entity must be consolidated based on the entity’s purpose and design, the Company’s ability to direct the entity’s activities that most significantly impact its economic performance, and the Company’s right or obligation to participate in that performance (ASC 810). A variable interest entity is insufficiently capitalized or is not controlled by its equity owners through voting or similar rights. These amendments must be applied to qualifying special-purpose entities and troubled debt restructures formerly excluded from such analysis. On adoption, the Company was not required to consolidate any variable interest entities and there were no effects to its results of operations or financial condition. Although consolidation was not required, disclosures about the Company’s involvement with variable interest entities have been provided in Note 10.

Transfers of financial assets. Effective January 1, 2010, the Company adopted the FASB’s guidance for accounting for transfers of financial assets (ASC 860) that changes the requirements for recognizing the transfer of financial assets and requires additional disclosures about a transferor’s continuing involvement in transferred financial assets. The guidance also eliminates the concept of a “qualifying special purpose entity” when assessing transfers of financial instruments. On adoption, there were no effects to the Company’s results of operations or financial condition.

Fair value measurements. The Company adopted the FASB’s updated guidance on fair value measurements (ASU 2010-06) in the first quarter of 2010, which requires separate disclosures of significant transfers between levels in the fair value hierarchy. See Note 7 for additional information.

Other-than-temporary impairments. On April 1, 2009, the Company adopted the FASB’s updated guidance for evaluating whether an impairment is other than temporary for fixed maturities with declines in fair value below amortized cost (ASC 320). A reclassification adjustment from retained earnings to accumulated other comprehensive income was required for previously impaired fixed maturities that had a non-credit loss as of the date of adoption, net of related tax effects.

The cumulative effect of adoption increased the Company’s retained earnings in the second quarter of 2009 with an offsetting decrease to accumulated other comprehensive income of $18 million, with no overall change to shareholders’ equity. See Note 8 for information on the Company’s other-than-temporary impairments including additional required disclosures.

Note 3 — Earnings Per Share (“EPS”)

Basic and diluted earnings per share were computed as follows:

(Dollars in millions, except per share amounts) Three Months Ended March 31,		Basic				Effect of Dilution				Diluted
2010
Shareholders’ income from continuing operations		$	283							$	283
Shares (in thousands):
Weighted average			275,688								275,688
Common stock equivalents							2,412				2,412
Total shares			275,688				2,412				278,100
EPS		$	1.03			$	(0.01	)		$	1.02
2009
Shareholders’ income from continuing operations		$	207							$	207
Shares (in thousands):
Weighted average			272,591								272,591
Common stock equivalents							277				277
Total shares			272,591				277				272,868
EPS		$	0.76			$	—			$	0.76

The following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect would have increased diluted earnings per share (antidilutive) as their exercise price was greater than the average share price of the Company’s common stock for the period.

		Three Months Ended
		March 31,
(In millions)		2010				2009
Antidilutive options			5.2				11.3

The Company held 74,283,513 shares of common stock in Treasury as of March 31, 2010, and 78,169,190 shares as of March 31, 2009.

Note 4 — Health Care Medical Claims Payable

Medical claims payable for the Health Care segment reflects estimates of the ultimate cost of claims that have been incurred but not yet reported, those which have been reported but not yet paid (reported claims in process) and other medical expense payable, which primarily comprises accruals for provider incentives and other amounts payable to providers. Incurred but not yet reported comprises the majority of the reserve balance as follows:

		March 31,				December 31,
(In millions)		2010				2009
Incurred but not yet reported		$	1,185			$	790
Reported claims in process			137				114
Other medical expense payable			19				17
Medical claims payable		$	1,341			$	921

Activity in medical claims payable was as follows:

		For the period ended
		March 31,				December 31,
(In millions)		2010				2009
Balance at January 1,		$	921			$	924
Less: Reinsurance and other amounts recoverable			206				211
Balance at January 1, net			715				713
Incurred claims related to:
Current year			2,259				6,970
Prior years			(50	)			(43	)
Total incurred			2,209				6,927
Paid claims related to:
Current year			1,321				6,278
Prior years			507				647
Total paid			1,828				6,925
Ending Balance, net			1,096				715
Add: Reinsurance and other amounts recoverable			245				206
Ending Balance		$	1,341			$	921

Reinsurance and other amounts recoverable reflect amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims for minimum premium products and certain administrative services only business where the right of offset does not exist. See Note 11 for additional information on reinsurance. For the three months ended March 31, 2010, actual experience differed from the Company’s key assumptions resulting in favorable incurred claims related to prior years’ medical claims payable of $50 million, or 0.7% of the current year incurred claims as reported for the year ended December 31, 2009. Actual completion factors resulted in a reduction in medical claims payable of $24 million, or 0.3% of the current year incurred claims as reported for the year ended December 31, 2009 for the insured book of business. Actual medical cost trend resulted in a reduction in medical claims payable of $26 million, or 0.4% of the current year incurred claims as reported for the year ended December 31, 2009 for the insured book of business.

For the year ended December 31, 2009, actual experience differed from the Company’s key assumptions, resulting in favorable incurred claims related to prior years’ medical claims payable of $43 million, or 0.6% of the current year incurred claims as reported for the year ended December 31, 2008. Actual completion factors resulted in a reduction of the medical claims payable of $21 million, or 0.3% of the current year incurred claims as reported for the year ended December 31, 2008 for the insured book of business. Actual medical cost trend resulted in a reduction of the medical claims payable of $22 million, or 0.3% of the current year incurred claims as reported for the year ended December 31, 2008 for the insured book of business.

The favorable impacts in 2010 and 2009 relating to completion factors and medical cost trend variances are primarily due to the release of the provision for moderately adverse conditions, which is a component of the assumptions for both completion factors and medical cost trend, established for claims incurred related to prior years. This release was substantially offset by the provision for moderately adverse conditions established for claims incurred related to the current year.

The corresponding impact of prior year development on shareholders’ net income was not material for the three months ended March 31, 2010 and 2009. 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 shareholders’ net income recognized for the following reasons:

First, due to the nature of the Company’s retrospectively experience-rated business, only adjustments to medical claims payable on accounts in deficit affect shareholders’ net income. An increase or decrease to medical claims payable on accounts in deficit, in effect, accrues to the Company and directly impacts shareholders’ net income. An account is in deficit when the accumulated medical costs and administrative charges, including profit charges, exceed the accumulated premium received. Adjustments to medical claims payable on accounts in surplus accrue directly to the policyholder with no impact on the Company’s shareholders’ net income. An account is in surplus when the accumulated premium received exceeds the accumulated medical costs and administrative charges, including profit charges.

Second, the Company consistently 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. As the Company establishes the liability for each incurral year, the Company ensures that its assumptions appropriately consider moderately adverse conditions. When a portion of the development related to the prior year incurred claims is offset by an increase determined appropriate to address moderately adverse conditions for the current year incurred claims, the Company does not consider that offset amount as having any impact on shareholders’ net income.

The determination of liabilities for Health Care medical claims payable required the Company to make critical accounting estimates. See Note 2(N) to the Consolidated Financial Statements in the Company’s 2009 Form 10-K.

Note 5 — Cost Reduction

As part of its strategy, the Company has undertaken several initiatives to realign its organization and consolidate support functions in an effort to increase efficiency and responsiveness to customers and to reduce costs.

During 2008 and 2009, the Company conducted a comprehensive review to reduce the operating expenses of its ongoing businesses (“cost reduction program”). As a result, the Company recognized severance-related and real estate charges in other operating expenses.

Substantially all of these charges were recorded in the Health Care segment, and are expected to be paid in cash by the end of 2010.

Cost reduction activity for 2010 was as follows:

(In millions)		Severance				Real estate				Total
Balance, January 1, 2010		$	33			$	8			$	41
Less: Payments			10				1				11
Balance, March 31, 2010		$	23			$	7			$	30

Note 6 — Guaranteed Minimum Death Benefit Contracts

The Company’s reinsurance operations, which were discontinued in 2000 and are now an inactive business in run-off mode, reinsured a guaranteed minimum death benefit (“GMDB”), also known as variable annuity death benefits (“VADBe”), under certain variable annuities issued by other insurance companies. These variable annuities are essentially investments in mutual funds combined with a death benefit. The Company has equity and other market exposures as a result of this product. In periods of declining equity markets and in periods of flat equity markets following a decline, the Company’s liabilities for these guaranteed minimum death benefits increase. Conversely, in periods of rising equity markets, the Company’s liabilities for these guaranteed minimum death benefits decrease.

In order to substantially reduce the equity market exposures relating to guaranteed minimum death benefit contracts, the Company operates a dynamic hedge program (“GMDB equity hedge program”), using exchange-traded futures contracts. The hedge program is designed to offset both positive and negative impacts of changes in equity markets on the GMDB liability. The hedge program involves detailed, daily monitoring of equity market movements and rebalancing the futures contracts within established parameters. While the hedge program is actively managed, it may not exactly offset changes in the GMDB liability due to, among other things, divergence between the performance of the underlying mutual funds and the hedge instruments, high levels of volatility in the equity markets, and differences between actual contractholder behavior and what is assumed. The performance of the underlying mutual funds compared to the hedge instruments is further impacted by a time lag, since the data is not reported and incorporated into the required hedge position on a real time basis. Although this hedge program does not qualify for GAAP hedge accounting, it is an economic hedge because it is designed to reduce and is effective in reducing equity market exposures resulting from this product. The results of the futures contracts are included in other revenue and amounts reflecting corresponding changes in liabilities for these GMDB contracts are included in benefits and expenses.

In 2000, the Company determined that the GMDB reinsurance business was premium deficient because the recorded future policy benefit reserve was less than the expected present value of future claims and expenses less the expected present value of future premiums and investment income using revised assumptions based on actual and expected experience. As a result, the Company increased its reserves. Since that time, the Company has tested for premium deficiency by performing a reserve review on a quarterly basis using current market conditions and assumptions. Under premium deficiency accounting, if the recorded reserve is determined insufficient, an increase to the reserve is reflected as a charge to current period income. Consistent with GAAP, the Company does not recognize gains on premium deficient long duration products.

The Company had future policy benefit reserves for GMDB contracts of $1.2 billion as of March 31, 2010, and $1.3 billion as of December 31, 2009. The determination of liabilities for GMDB requires the Company to make critical accounting estimates. The Company estimates its liabilities for GMDB exposures using a complex internal model run using many scenarios and based on assumptions regarding lapse, future partial surrenders, claim mortality (deaths that result in claims), interest rates (mean investment performance and discount rate) and volatility. Lapse refers to the full surrender of an annuity prior to a contractholder’s death. Future partial surrender refers to the fact that most contractholders have the ability to withdraw substantially all of their mutual fund investments while retaining the death benefit coverage in effect at the time of the withdrawal. Mean investment performance for underlying equity mutual funds refers to market rates expected to be earned on the hedging instruments over the life of the GMDB equity hedge program, and for underlying fixed income mutual funds refers to the expected market return over the life of the contracts. Market volatility refers to market fluctuation. These assumptions are based on the Company’s experience and future expectations over the long-term period, consistent with the long-term nature of this product. The Company regularly evaluates these assumptions and changes its estimates if actual experience or other evidence suggests that assumptions should be revised. If actual experience differs from the assumptions (including lapse, future partial surrenders, claim mortality, interest rates and volatility) used in estimating these liabilities, the result 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 financial condition.

The following provides information about the Company’s reserving methodology and assumptions for GMDB as of March 31, 2010:

•

The reserves represent estimates of the present value of net amounts expected to be paid, less the present value of net future premiums. Included in net amounts expected to be paid is the excess of the guaranteed death benefits over the values of the contractholders’ accounts (based on underlying equity and bond mutual fund investments).

•

The reserves include an estimate for partial surrenders that essentially lock in the death benefit for a particular policy based on annual election rates that vary from 0-21% depending on the net amount at risk for each policy and whether surrender charges apply.

•

The assumed mean investment performance for the underlying equity mutual funds considers the Company’s GMDB equity hedge program using futures contracts, and is based on the Company’s view that short-term interest rates will average 5% over future periods, but considers that current short-term rates are less than 5%. The mean investment performance assumption for the underlying fixed income mutual funds (bonds and money market) is 5% based on a review of historical returns. The investment performance for underlying equity and fixed income mutual funds is reduced by fund fees ranging from 1-3% across all funds. The results of futures contracts are reflected in the liability calculation as a component of investment returns.

•

The volatility assumption is based on a review of historical monthly returns for each key index (e.g. S&P 500) over a period of at least ten years. Volatility represents the dispersion of historical returns compared to the average historical return (standard deviation) for each index. The assumption is 16-27%, varying by equity fund type; 4-10%, varying by bond fund type; and 2% for money market funds. These volatility assumptions are used along with the mean investment performance assumption to project future return scenarios.

•

The discount rate is 5.75%.

•

The claim mortality assumption is 65-89% of the 1994 Group Annuity Mortality table, with 1% annual improvement beginning January 1, 2000. For certain contracts, a spousal beneficiary is allowed to elect to continue a contract by becoming its new owner, thereby, postponing the death claim rather than receiving the death benefit currently. For certain issuers of these contracts, the claim mortality assumption depends on age, gender, and net amount at risk for the policy.

•

The lapse rate assumption is 0-21%, depending on contract type, policy duration and the ratio of the net amount at risk to account value.

No reserve strengthening was required for GMDB in the first quarter of 2010, primarily due to the stabilization and recovery of equity markets.

In the first quarter of 2009, the Company reported a loss related to GMDB of $75 million pre-tax ($49 million after-tax), which included a charge of $73 million pre-tax ($47 million after-tax) to strengthen GMDB reserves. The reserve strengthening primarily reflected an increase in the provision for future partial surrenders due to market declines, adverse volatility-related impacts due to turbulent equity market conditions, and interest rate impacts.

Activity in future policy benefit reserves for the GMDB business was as follows:

		For the period ended
		March 31,				December 31,
(In millions)		2010				2009
Balance at January 1		$	1,285			$	1,609
Add: Unpaid Claims			36				34
Less: Reinsurance and other amounts recoverable			53				83
Balance at January 1, net			1,268				1,560
Add: Incurred benefits			(23	)			(122	)
Less: Paid benefits			27				170
Ending balance, net			1,218				1,268
Less: Unpaid Claims			36				36
Add: Reinsurance and other amounts recoverable			49				53
Ending balance		$	1,231			$	1,285

Benefits paid and incurred are net of ceded amounts. Incurred benefits reflect the favorable or unfavorable impact of a rising or falling equity market on the liability, and include the charges discussed above. As discussed below, losses or gains have been recorded in other revenues as a result of the GMDB equity hedge program to reduce equity market exposures.

The aggregate value of the underlying mutual fund investments was $17.2 billion as of March 31, 2010 and December 31, 2009. The death benefit coverage in force was $6.3 billion as of March 31, 2010 and $7.0 billion as of December 31, 2009. The death benefit coverage in force represents the excess of the guaranteed benefit amount over the value of the underlying mutual fund investments for all contractholders (approximately 570,000 as of March 31, 2010 and 590,000 as of December 31, 2009).

As discussed above, the Company operates a GMDB equity hedge program to substantially reduce the equity market exposures of this business by selling exchange-traded futures contracts, which are expected to rise in value as the equity market declines and decline in value as the equity market rises. In addition, the Company uses foreign currency futures contracts to reduce the international equity market and foreign currency risks associated with this business. The notional amount of futures contract positions held by the Company at March 31, 2010 was $1.0 billion. The Company recorded in other revenues pre-tax losses of $45 million for the three months ended March 31, 2010, and pre-tax gains of $117 million for the three months ended March 31, 2009.

The Company has also written reinsurance contracts with issuers of variable annuity contracts that provide annuitants with certain guarantees related to minimum income benefits (“GMIB”). All reinsured GMIB policies also have a GMDB benefit reinsured by the Company. See Note 7 for further information.

Note 7 — Fair Value Measurements

The Company carries certain financial instruments at fair value in the financial statements including fixed maturities, equity securities, short-term investments and derivatives. Other financial instruments are measured at fair value under certain conditions, such as when impaired.

Fair value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a market participant, not the amount that would be paid to settle the liability with the creditor.

Fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality. In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. These valuation techniques involve some level of estimation and judgment by the Company which becomes significant with increasingly complex instruments or pricing models.

The Company’s financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument’s fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).

The Company performs ongoing analyses of prices used to value the Company’s invested assets to determine that they represent appropriate estimates of fair value. This process involves quantitative and qualitative analysis including reviews of pricing methodologies, judgments of valuation inputs, the significance of any unobservable inputs, pricing statistics and trends. The Company also performs sample testing of sales values to confirm the accuracy of prior fair value estimates. These procedures are overseen by the Company’s investment professionals.

Financial Assets and Financial Liabilities Carried at Fair Value

The following tables provide information as of March 31, 2010 and December 31, 2009 about the Company’s financial assets and liabilities carried at fair value. Similar disclosures for separate account assets, which are also recorded at fair value on the Company’s Consolidated Balance Sheets, are provided separately as gains and losses related to these assets generally accrue directly to policyholders.

		Quoted Prices in								Significant
		Active Markets for				Significant Other				Unobservable
March 31, 2010		Identical Assets				Observable Inputs				Inputs
(In millions)		(Level 1)				(Level 2)				(Level 3)				Total
Financial assets at fair value:
Fixed maturities:
Federal government and agency		$	36			$	528			$	1			$	565
State and local government			—				2,523				—				2,523
Foreign government			—				1,154				15				1,169
Corporate			—				8,658				351				9,009
Federal agency mortgage-backed			—				30				—				30
Other mortgage-backed			—				114				8				122
Other asset-backed			—				84				475				559
Total fixed maturities (1)			36				13,091				850				13,977
Equity securities			2				86				34				122
Subtotal			38				13,177				884				14,099
Short-term investments			—				188				—				188
GMIB assets (2)			—				—				479				479
Other derivative assets (3)			—				18				—				18
Total financial assets at fair value, excluding separate accounts		$	38			$	13,383			$	1,363			$	14,784
Financial liabilities at fair value:
GMIB liabilities		$	—			$	—			$	886			$	886
Other derivative liabilities			—				27				—				27
Total financial liabilities at fair value		$	—			$	27			$	886			$	913

		Quoted Prices in				Significant
		Active Markets				Other				Significant
		for Identical				Observable				Unobservable
December 31, 2009		Assets				Inputs				Inputs
(In millions)		(Level 1)				(Level 2)				(Level 3)				Total
Financial assets at fair value:
Fixed maturities:
Federal government and agency		$	43			$	527			$	1			$	571
State and local government			—				2,521				—				2,521
Foreign government			—				1,056				14				1,070
Corporate			—				8,241				344				8,585
Federal agency mortgage-backed			—				34				—				34
Other mortgage-backed			—				114				7				121
Other asset-backed			—				92				449				541
Total fixed maturities (1)			43				12,585				815				13,443
Equity securities			2				81				30				113
Subtotal			45				12,666				845				13,556
Short-term investments			—				493				—				493
GMIB assets (2)			—				—				482				482
Other derivative assets (3)			—				16				—				16
Total financial assets at fair value, excluding separate accounts		$	45			$	13,175			$	1,327			$	14,547
Financial liabilities at fair value:
GMIB liabilities		$	—			$	—			$	903			$	903
Other derivative liabilities			—				30				—				30
Total financial liabilities at fair value		$	—			$	30			$	903			$	933

Level 1 Financial Assets

Inputs for instruments classified in Level 1 include unadjusted quoted prices for identical assets in active markets accessible at the measurement date. Active markets provide pricing data for trades occurring at least weekly and include exchanges and dealer markets.

Assets in Level 1 include actively-traded U.S. government bonds and exchange-listed equity securities. Given the narrow definition of Level 1 and the Company’s investment asset strategy to maximize investment returns, a relatively small portion of the Company’s investment assets are classified in this category.

Level 2 Financial Assets and Financial Liabilities

Inputs for instruments classified in Level 2 include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are market observable or can be corroborated by market data for the term of the instrument. Such other inputs include market interest rates and volatilities, spreads and yield curves. An instrument is classified in Level 2 if the Company determines that unobservable inputs are insignificant.

Fixed maturities and equity securities. Approximately 93% of the Company’s investments in fixed maturities and equity securities are classified in Level 2 including most public and private corporate debt and equity securities, federal agency and municipal bonds, non-government mortgage-backed securities and preferred stocks. Because many fixed maturities and preferred stocks do not trade daily, fair values are often derived using recent trades of securities with similar features and characteristics. When recent trades are not available, pricing models are used to determine these prices. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data, and industry and economic events. For mortgage-backed securities, inputs and assumptions may also include characteristics of the issuer, collateral attributes, prepayment speeds and credit rating.

Nearly all of these instruments are valued using recent trades or pricing models. Less than 1% of the fair value of investments classified in Level 2 represents foreign bonds that are valued, consistent with local market practice, using a single unadjusted market-observable input derived by averaging multiple broker-dealer quotes.

Short-term investments are carried at fair value, which approximates cost. On a regular basis the Company compares market prices for these securities to recorded amounts to validate that current carrying amounts approximate exit prices. The short-term nature of the investments and corroboration of the reported amounts over the holding period support their classification in Level 2.

Other derivatives classified in Level 2 represent over-the-counter instruments such as interest rate and foreign currency swap contracts. Fair values for these instruments are determined using market observable inputs including forward currency and interest rate curves and widely published market observable indices. Credit risk related to the counterparty and the Company is considered when estimating the fair values of these derivatives. However, the Company is largely protected by collateral arrangements with counterparties, and determined that no adjustment for credit risk was required as of March 31, 2010 or December 31, 2009. The nature and use of these other derivatives are described in Note 9.

Level 3 Financial Assets and Financial Liabilities

Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and significant to their resulting fair value measurement. Unobservable inputs reflect the Company’s best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

The Company classifies certain newly issued, privately placed, complex or illiquid securities, as well as assets and liabilities relating to GMIB in Level 3.

Fixed maturities and equity securities. Approximately 6% of fixed maturities and equity securities are priced using significant unobservable inputs and classified in this category, including:

		March 31,				December 31,
(In millions)		2010				2009
Mortgage and asset-backed securities		$	483			$	456
Corporate bonds			286				288
Subordinated loans and private equity investments			115				101
Total		$	884			$	845

Fair values of mortgage and asset-backed securities and corporate bonds are determined using pricing models that incorporate the specific characteristics of each asset and related assumptions including the investment type and structure, credit quality, industry and maturity date in comparison to current market indices, spreads and liquidity of assets with similar characteristics. For mortgage and asset-backed securities, inputs and assumptions to pricing may also include collateral attributes and prepayment speeds. Recent trades in the subject security or similar securities are assessed when available, and the Company may also review published research as well as the issuer’s financial statements in its evaluation. Subordinated loans and private equity investments are valued at transaction price in the absence of market data indicating a change in the estimated fair values.

Guaranteed minimum income benefit contracts. Because cash flows of the GMIB liabilities and assets are affected by equity markets and interest rates but are without significant life insurance risk and are settled in lump sum payments, the Company reports these liabilities and assets as derivatives at fair value. The Company estimates the fair value of the assets and liabilities for GMIB contracts using assumptions regarding capital markets (including market returns, interest rates and market volatilities of the underlying equity and bond mutual fund investments), future annuitant behavior (including mortality, lapse, and annuity election rates), and non-performance risk, as well as risk and profit charges. As certain assumptions (primarily related to future annuitant behavior) used to estimate fair values for these contracts are largely unobservable, the Company classifies GMIB assets and liabilities in Level 3. The Company considered the following in determining the view of a hypothetical market participant:

•

that the most likely transfer of these assets and liabilities would be through a reinsurance transaction with an independent insurer having a market capitalization and credit rating similar to that of the Company; and

•

that because this block of contracts is in run-off mode, an insurer looking to acquire these contracts would have similar existing contracts with related administrative and risk management capabilities.

These GMIB assets and liabilities are estimated with a complex internal model using many scenarios to determine the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received adjusted for risk and profit charges that the Company estimates a hypothetical market participant would require to assume this business. Net amounts expected to be paid include the excess of the expected value of the income benefits over the values of the annuitants’ accounts at the time of annuitization. Generally, market return, interest rate and volatility assumptions are based on market observable information. Assumptions related to annuitant behavior reflect the Company’s belief that a hypothetical market participant would consider the actual and expected experience of the Company as well as other relevant and available industry resources in setting policyholder behavior assumptions. The significant assumptions used to value the GMIB assets and liabilities as of March 31, 2010 were as follows:

•		The market return and discount rate assumptions are based on the market-observable LIBOR swap curve.
•		The projected interest rate used to calculate the reinsured income benefits is indexed to the 7-year Treasury Rate at the time of annuitization (claim interest rate) based on contractual terms. That rate was 3.28% at March 31, 2010 and must be projected for future time periods. These projected rates vary by economic scenario and are determined by an interest rate model using current interest rate curves and the prices of instruments available in the market including various interest rate caps and zero-coupon bonds. For a subset of the business, there is a contractually guaranteed floor of 3% for the claim interest rate.
•		The market volatility assumptions for annuitants’ underlying mutual fund investments that are modeled based on the S&P 500, Russell 2000 and NASDAQ Composite are based on the market-implied volatility for these indices for three to seven years grading to historical volatility levels thereafter. For the remaining 55% of underlying mutual fund investments modeled based on other indices (with insufficient market-observable data), volatility is based on the average historical level for each index over the past 10 years. Using this approach, volatility ranges from 17% to 31% for equity funds, 4% to 12% for bond funds and 1% to 2% for money market funds.
•		The mortality assumption is 70% of the 1994 Group Annuity Mortality table, with 1% annual improvement beginning January 1, 2000.
•		The annual lapse rate assumption reflects experience that differs by the company issuing the underlying variable annuity contracts, ranges from 2% to 17% and depends on the time since contract issue and the relative value of the guarantee.
•		The annual annuity election rate assumption reflects experience that differs by the company issuing the underlying variable annuity contracts and depends on the annuitant’s age, the relative value of the guarantee and whether a contractholder has had a previous opportunity to elect the benefit. Immediately after the expiration of the waiting period, the assumed probability that an individual will annuitize their variable annuity contract is up to 80%. For the second and subsequent annual opportunities to elect the benefit, the assumed probability of election is up to 30%. Actual data is still emerging for the Company as well as the industry and the estimates are based on this limited data.

•		The nonperformance risk adjustment is incorporated by adding an additional spread to the discount rate in the calculation of both (1) the GMIB liability to reflect a hypothetical market participant’s view of the risk of the Company not fulfilling its GMIB obligations, and (2) the GMIB asset to reflect a hypothetical market participant’s view of the reinsurers’ credit risk, after considering collateral. The estimated market-implied spread is company-specific for each party involved to the extent that company-specific market data is available and is based on industry averages for similarly rated companies when company-specific data is not available. The spread is impacted by the credit default swap spreads of the specific parent companies, adjusted to reflect subsidiaries’ credit ratings relative to their parent company. The additional spread over LIBOR incorporated into the discount rate ranged from 20 to 115 basis points for the GMIB liability and from 0 to 60 basis points for the GMIB reinsurance asset for that portion of the interest rate curve most relevant to these policies.
•		The risk and profit charge assumption is based on the Company’s estimate of the capital and return on capital that would be required by a hypothetical market participant.

The Company regularly evaluates each of the assumptions used in establishing these assets and liabilities by considering how a hypothetical market participant would set assumptions at each valuation date. Capital markets assumptions are expected to change at each valuation date reflecting current observable market conditions. Other assumptions may also change based on a hypothetical market participant’s view of actual experience as it emerges over time or other factors that impact the net liability. If the emergence of future experience or future assumptions differs from the assumptions used in estimating these assets and liabilities, the resulting impact could be material to the Company’s consolidated results of operations, and in certain situations, could be material to the Company’s financial condition.

GMIB liabilities are reported in the Company’s Consolidated Balance Sheets in Accounts payable, accrued expenses and other liabilities. GMIB assets associated with these contracts represent net receivables in connection with reinsurance that the Company has purchased from two external reinsurers and are reported in the Company’s Consolidated Balance Sheets in Other assets, including other intangibles. The current S&P financial strength rating of one reinsurer is AA-. The receivable from the second reinsurer is fully collateralized by assets held in a trust.

Changes in Level 3 Financial Assets and Financial Liabilities Carried at Fair Value

The following tables summarize the changes in financial assets and financial liabilities classified in Level 3 for the three months ended March 31, 2010 and 2009. These tables exclude separate account assets as changes in fair values of these assets accrue directly to policyholders. Gains and losses reported in these tables may include changes in fair value that are attributable to both observable and unobservable inputs.

For the Three Months Ended March 31, 2010		Fixed Maturities &
(In millions)		Equity Securities				GMIB Assets				GMIB Liabilities				GMIB Net
Balance at January 1, 2010		$	845			$	482			$	(903	)		$	(421	)
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)			—				—				4				4
Other			4				—				—				—
Total gains (losses) included in shareholders’ net income			4				—				4				4
Gains included in other comprehensive income			12				—				—				—
Gains required to adjust future policy benefits for settlement annuities (1)			18				—				—				—
Purchases, issuances, settlements			(11	)			(3	)			13				10
Transfers into/(out of) Level 3:
Transfers into Level 3			54				—				—				—
Transfers out of Level 3			(38	)			—				—				—
Total transfers into/(out of) Level 3			16				—				—				—
Balance at March 31, 2010		$	884			$	479			$	(886	)		$	(407	)
Total gains (losses) included in income attributable to instruments held at the reporting date		$	4			$	—			$	4			$	4

For the Three Months Ended March 31, 2009		Fixed Maturities &
(In millions)		Equity Securities				GMIB Assets				GMIB Liabilities				GMIB Net
Balance at January 1, 2009		$	889			$	953			$	(1,757	)		$	(804	)
Gains (losses) included in shareholders’ net income:
GMIB fair value gain/(loss)			—				(38	)			70				32
Other			(4	)			—				—				—
Total gains (losses) included in shareholders’ net income			(4	)			(38	)			70				32
Losses included in other comprehensive income			(19	)			—				—				—
Losses required to adjust future policy benefits for settlement annuities (1)			(76	)			—				—				—
Purchases, sales, settlements			(3	)			(7	)			46				39
Transfers into/(out of) Level 3:
Transfers into Level 3			155				—				—				—
Transfers out of Level 3			(32	)			—				—				—
Total transfers into/(out of) Level 3			123				—				—				—
Balance at March 31, 2009		$	910			$	908			$	(1,641	)		$	(733	)
Total gains (losses) included in income attributable to instruments held at the reporting date		$	(4	)		$	(38	)		$	70			$	32