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Item 7.01
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Regulation FD Disclosure.
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Press Release
On December 10, 2020, Cigna Corporation (“Cigna”)
issued the attached press release announcing certain leadership changes.
Update on Sale of U.S. Group Disability and Life Business
Cigna previously disclosed that it expected the sale of its
U.S. Group Disability and Life business to New York Life Insurance Company to close in the fourth quarter of 2020, subject to customary
closing conditions, including receipt of necessary regulatory approvals. All required regulatory approvals now have been received.
Accordingly, the transaction is expected to close on December 31, 2020 in accordance with the acquisition agreement.
Outlook Reaffirmation
Cigna is reaffirming projected full year 2020 consolidated
adjusted revenues of approximately $158 billion and projected full year 2020 consolidated adjusted income from operations on a
per share basis in the range of $18.30 to $18.60. Cigna remains committed to its target of achieving consolidated adjusted income
from operations on a per share basis of $20.00 to $21.00 in 2021.
Cigna previously discussed its full year 2020 outlook in
its press release and investor presentation dated November 5, 2020 and during the related investor conference call. The press release,
presentation and the conference call transcript are available in the Investor Relations section of Cigna’s website located
at www.cigna.com/about-us/investor-relations. Forward-looking statements in these documents and the related call speak only as
of the date they were made.
Adjusted revenues is defined as total revenues excluding
net realized investment results from equity method investments and special items. Cigna excludes these items from total revenues
because they are not indicative of past or future underlying performance of the business. Adjusted income from operations is defined
as shareholders’ net income excluding the following adjustments: net realized investment results, amortization of acquired
intangible assets and special items. Adjusted income 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. These consolidated measures are 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 of
adjusted revenues to total revenues or adjusted income from operations to shareholders’ net income on a forward-looking basis
because we are unable to predict certain components thereof including (i) future net realized investment results (from equity method
investments with respect to adjusted revenues) 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 and total revenues could vary materially.
This information, including the press release attached to
this Form 8-K, 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 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 include, among others, statements relating
to projected full year 2020 consolidated adjusted revenues and projected full year 2020 consolidated adjusted income from operations
on a per share basis, targeted consolidated adjusted income from operations on a per share basis in 2021, and the expected closing
of the sale of the Group Disability and Life business, as well as statements concerning future financial or operating performance,
including our ability to deliver affordable, personalized and innovative solutions for our customers and clients, in light of the
challenges presented by the COVID-19 pandemic; 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 (“Merger”) with Express Scripts Holding
Company; our ongoing operational response to the COVID-19 pandemic; 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 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 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, the scale and scope of the COVID-19 pandemic and its potential impact
on our business, operating results, cash flows and financial condition, as well as on our employees, clients, customers, suppliers
and partners and on the U.S. and global economies, as well as more specific risks and uncertainties discussed in our most recent
report on Form 10-K, as supplemented by our quarterly report on Form 10-Q for the period ended March 31, 2020 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.