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Item 7.01
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Regulation FD Disclosure.
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Cigna officials expect to participate in meetings with investors
and analysts over the next several weeks. During these meetings, Cigna officials expect to reaffirm projected full year 2020
consolidated adjusted income from operations, which remains in the range of $6.8 billion to $7.0 billion.
Cigna discussed its full year 2020 outlook in its press release
dated February 6, 2020 and during the related investor conference call. The press release and the conference call transcript are
available in the Investor Relations section of Cigna’s website located at www.cigna.com/aboutcigna/investors.
Adjusted income (loss) from operations is defined as shareholders’
net income (loss) excluding the following after-tax adjustments: net realized investment results, amortization of acquired intangible
assets and special items. As previously disclosed, beginning in 2020, Cigna will no longer exclude contributions from Anthem, Inc.
and Coventry Health Care Inc. from its adjusted measures, as the transition for both clients was substantially complete as of December
31, 2019. Adjusted income (loss) from operations is a measure of profitability used by Cigna’s management because it presents
the underlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses
and shareholders’ net income. This consolidated measure is not determined in accordance with accounting principles generally
accepted in the United States of America (“GAAP”) and should not be viewed as a substitute for the most directly comparable
GAAP measure, shareholders’ net income. Management is not able to provide a reconciliation to shareholders’ net income
(loss) on a forward-looking basis because we are unable to predict certain components thereof including (i) future net realized
investment results and (ii) future special items. These items are inherently uncertain and depend on various factors, many of which
are beyond our control. As such, any associated estimate and its impact on shareholders’ net income could vary materially.
This information 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 report, 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 (the “Report”),
and oral statements made with respect to information contained in this Report, 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 relating to our projected full year 2020 consolidated adjusted income from operations as
reflected in Item 7.01 of this Report, as well as statements made in our press release dated February 6, 2020 and related investor
conference call concerning our projected adjusted income (loss) from operations outlook for 2020,
on a consolidated, per share and segment basis; projected
adjusted revenue outlook for 2020; projected adjusted margin outlook for 2020; projected global medical customer growth over year
end 2019; projected client retention; projected growth beyond 2020; 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; projected interest expense; 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, including our organizational efficiency
plan; 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;
strategic transactions, including the merger (the “Merger”) with Express Scripts Holding Company and the sale of our
Group Disability and Life business; 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, producers, consultants and pharmaceutical manufacturers; changes in the pharmacy
provider marketplace or pharmacy networks; 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 and sale of
our Group Disability and Life business, as well as our ability to integrate or separate 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 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 and those of our key suppliers or other third parties; 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 civil unrest, war, terrorism, natural disasters or pandemics; reinsurance credit
risk; 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 through 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.