CIGNA CORP FILES (8-K) Disclosing Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
meetings with investors and analysts over the next several weeks. During these
meetings, Cigna officials expect to reaffirm projected full year 2021
consolidated adjusted income from operations on a per share basis of at least
income from operations on a per share basis for full year 2022 year-over-year.
Cigna previously discussed its full year 2021 and 2022 outlook in its press
release and investor presentation dated
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. Forward-looking statements in these documents
and the related call speak only as of the date they were made.
Adjusted income (loss) from operations is a principal financial 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. Adjusted income from
operations is defined as shareholders' net income (or income before taxes for
the segment metric) excluding net realized investment results, amortization of
acquired intangible assets and special items. Cigna's share of certain realized
investment results of its joint ventures reported in the International Markets
segment using the equity method of accounting are also excluded. Special items
are matters that management believes are not representative of the underlying
results of operations due to their nature or size. Adjusted income (loss) from
operations is measured on an after-tax basis for consolidated results and on a
pre-tax basis for segment results. Consolidated adjusted income (loss) from
operations is not determined in accordance with 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 income from
operations to shareholders' net income (loss) on a forward-looking basis because
it is unable to predict, without unreasonable effort, 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 Cigna's 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.
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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 concerning our projected adjusted income from operations for 2021 and
2022 on a per share basis included in Item 7.01 of this Report; as well as
statements concerning future financial or operating performance, including our
ability to deliver affordable, predictable and simple solutions for our
customers and clients, including in light of the challenges presented by the
COVID-19 pandemic; 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; strategic transactions, including the sale of our
international life, accident and supplemental benefits business; and other
statements regarding Cigna's future beliefs, expectations, plans, intentions,
liquidity, cash flows, 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 strategic and
operational initiatives; our ability to adapt to changes in an evolving and
rapidly changing industry; the scale, scope and duration of the COVID-19
pandemic and its potential impact on our business, operating results, cash flows
or financial condition; our ability to compete effectively, differentiate our
products and services from those of our competitors and maintain or increase
market share; price competition and other pressures that could compress our
margins or result in premiums that are insufficient to cover the cost of
services delivered to our customers; the potential for actual claims to exceed
our estimates related to expected medical claims; our ability to develop and
maintain satisfactory relationships with physicians, hospitals, other health
service providers and with producers and consultants; our ability to maintain
relationships with one or more key pharmaceutical manufacturers or if payments
made or discounts provided decline; changes in the pharmacy provider marketplace
or pharmacy networks; changes in drug pricing or industry pricing benchmarks;
political, legal, operational, regulatory, economic and other risks that could
affect our multinational operations; risks related to strategic transactions and
realization of the expected benefits of such transactions, including with
respect to the sale of our international life, accident and supplemental
benefits business, as well as integration or separation difficulties or
underperformance relative to expectations; dependence on success of
relationships with third parties; risk of significant disruption within our
operations or among key suppliers or third parties; our ability to invest in and
properly maintain our information technology and other business systems; our
ability to prevent or contain effects of a potential cyberattack or other
privacy or data security incident; potential liability in connection with
managing medical practices and operating pharmacies, onsite clinics and other
types of medical facilities; 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; uncertainties surrounding participation in
government-sponsored programs such as Medicare; the outcome of litigation,
regulatory audits, investigations; compliance with applicable privacy, security
and data laws, regulations and standards; potential failure of our prevention,
detection and control systems; unfavorable economic and market conditions, stock
market or interest rate declines, risks related to a downgrade in financial
strength ratings of our insurance subsidiaries; the impact of our significant
indebtedness and the potential for further indebtedness in the future;
unfavorable industry, economic or political conditions; credit risk related to
our reinsurers; 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.
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