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Item 7.01
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Regulation FD Disclosure.
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On November 20, 2019, Medco
Health Solutions, Inc. (“Medco”), a wholly-owned subsidiary of Cigna Corporation (“Cigna”), instructed
U.S. Bank Trust National Association, the trustee for its 4.125% Senior Notes due 2020 (the “Medco Notes”), to deliver
a notice of full redemption to the holders of the Medco Notes (the “Notice of Redemption”). Pursuant to the Notice
of Redemption, Medco will redeem the entire $151,084,000 aggregate principal amount of the Medco Notes outstanding. Medco will
redeem the Medco Notes on December 20, 2019, at a redemption price calculated in accordance with the terms and conditions of the
indenture governing the Medco Notes, as described in the Notice of Redemption.
This information under
this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set forth
by specific reference in such a filing.
CAUTIONARY STATEMENT FOR PURPOSES OF THE
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Current
Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on Cigna’s current expectations and projections about future trends,
events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others,
statements concerning our projected adjusted income (loss) from operations outlook for 2019, on a consolidated, per share,
and segment basis; projected adjusted revenue outlook for 2019; projected global medical customer growth over year end 2018;
projected client retention; projected growth beyond 2019; statements concerning our long-term projected adjusted income
(loss) from operations outlook; projected medical care and SG&A expense ratios and medical cost trends; projected
adjusted pharmacy scripts; our projected consolidated adjusted tax rate; projected debt to capitalization ratio; projected
cash flow from operations; future financial or operating performance, including our ability to deliver affordable,
personalized and innovative solutions for our customers and clients; future growth, business strategy, strategic or
operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent
of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects
for growth in the coming years; the merger (the “Merger”) with Express Scripts Holding Company (“Express
Scripts”) and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition
or performance. You may identify forward-looking statements by the use of words such as
“believe,” “expect,” “plan,” “intend,” “anticipate,”
“estimate,” “predict,” “potential,” “may,” “should,”
“will” or other words or expressions of similar meaning, although not all forward-looking statements contain such
terms.
Forward-looking statements
are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those
expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability
to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical and pharmacy
costs and price effectively; our ability to adapt to changes or trends in an evolving and rapidly changing industry; our ability
to effectively differentiate our products and services from those of our competitors and maintain or increase market share; our
ability to develop and maintain good relationships with physicians, hospitals, other health care providers and pharmaceutical
manufacturers; changes in drug pricing; the impact of modifications to our operations and processes; our ability to identify potential
strategic acquisitions or transactions and realize the expected benefits (including anticipated synergies) of such transactions
in full or within the anticipated time frame, including with respect to the Merger, as well as our ability to integrate operations,
resources and systems; the substantial level of government regulation over our business and the potential effects of new laws
or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions
and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the
effectiveness and security of our information technology and other business systems; the impact of our debt service obligations
on the availability of funds for other business purposes; unfavorable industry, economic or political conditions, including foreign
currency movements; acts of war, terrorism, natural disasters or pandemics; as well as more specific risks and uncertainties discussed
in our most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available on the Investor Relations section
of www.cigna.com. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult
to predict or quantify. Cigna undertakes no obligation to update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as may be required by law.