Connecticut General Life Insurance Company - Page 4

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            substantial business reasons by way of a tax-free reorganization                             
            under section 368.  As the culmination of the reorganization,                                
            CIGNA was incorporated on March 31, 1982, as the holding company                             
            for the surviving affiliated business entities.                                              
             In years prior to the combination of the CG and the INA                                     
            Groups, INA and its affiliates had filed consolidated Federal                                
            income tax returns, with INA as the common parent corporation of                             
            the affiliated INA Group.  Members of the INA Group were engaged                             
            primarily in selling, underwriting, and servicing P&C insurance.                             
                  The reorganization involving the CG and the INA Groups was                             
            treated as a reverse acquisition under section 1.1502-75(d)(3),                              
            Income Tax Regs.  After the reorganization and for Federal income                            
            tax purposes, the CG Group was treated as continuing in existence                            
            and the INA Group was treated as ceasing to exist.  CIGNA was                                
            treated as the common parent corporation of the continuing CG                                
            Group (the CIGNA Group), and companies that constituted members                              
            of the former INA Group became members of the CIGNA Group.                                   

            Acquisition of PHC                                                                           
                  On November 20, 1984, an affiliate of CIGNA acquired 89.9                              
            percent of the stock of Preferred Health Care, Inc. (PHC), in a                              
            taxable transaction.  As a result of this transaction, PHC and                               
            its subsidiary companies (the PHC Group) terminated, and                                     
            companies that constituted members of the former PHC Group became                            
            members of the CIGNA Group.                                                                  





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