CIGNA CORP FILES (8-K) Disclosing Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
2022 Outlook Affirmation and Investor Day Information
As previously disclosed, on
"Company") will host its Investor Day both in person in
virtually, beginning at approximately
Day, as well as in meetings with investors and analysts over the next several
weeks, Cigna officials expect to reaffirm projected full year 2022 consolidated
adjusted revenues of at least
consolidated adjusted income from operations on a per share basis of at least
This outlook includes the impact of expected future share repurchases,
anticipated 2022 dividends, and assumes that the previously announced
divestiture of Cigna's international life, accident, and supplemental benefits
businesses will close in the second quarter of 2022.
Cigna previously discussed its full year 2022 outlook in its press release and
investor presentation dated
conference call. The press release, presentation and the conference call
transcript are available on the Investor Relations page 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.
The Investor Day presentations are expected to begin at approximately
eastern time
invited to listen to the presentation free over the Internet via webcast by
visiting the Investor Relations page of Cigna's website located at
www.cigna.com. The Investor Relations section of the Company's website also
contains materials relating to the Investor Day presentations, including
definitions of certain metrics not determined in accordance with accounting
principles generally accepted in
reconciliations of certain non-GAAP metrics to the most directly comparable GAAP
measures.
Definitions and Financial Information
Adjusted revenues is used by Cigna's management because it permits analysis of
trends in underlying revenue. The Company defines adjusted revenues as total
revenues excluding the following adjustments: special items and Cigna's share of
certain realized investment results of its joint ventures reported in the
Healthcare
matters that management believes are not representative of the underlying
results of operations due to their nature or size. We exclude these items from
this measure because management believes they are not indicative of past or
future underlying performance of the business. Adjusted revenues is not
determined in accordance with GAAP and should not be viewed as a substitute for
the most directly comparable GAAP measure, total revenues.
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 less
pre-tax income/loss attributable to noncontrolling interests 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
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) or adjusted revenues to total
revenues on a forward-looking basis because we are 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 our control.
As such, any associated estimate and its impact on shareholders' net income and
total revenues could vary materially.
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Cigna currently intends to pay regular quarterly dividends, with future
declarations subject to approval by its Board of Directors and the Board's
determination that the declaration of dividends remains in the best interests of
Cigna and its shareholders. The decision of whether to pay future dividends and
the amount of any such dividends will be based on the Company's financial
position, results of operations, cash flows, capital requirements, the
requirements of applicable law and any other factors the Board of Directors may
deem relevant.
The timing and actual number of shares repurchased will depend on a variety of
factors, including price, general business and market conditions, and alternate
uses of capital. The share repurchase program may be effected through open
market purchases in compliance with Rule 10b-18 under the Securities Exchange
Act of 1934, as amended, including through Rule 10b5-1 trading plans, or
privately negotiated transactions. The program may be suspended or discontinued
at any time.
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 concerning our projected adjusted income (loss) from operations on a
consolidated, per share and segment basis; projected adjusted revenue outlook
for 2022; projected total medical customer growth over year end 2021; projected
medical care and adjusted SG&A expense ratios; projected consolidated adjusted
tax rate; projected cash flow from operations; projected future dividends;
projected weighted average shares outstanding; projected capital deployment,
including deployment to capital expenditures and surplus to fund growth, mergers
and acquisitions, share repurchases and dividends; 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, 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 and the impact of
developing inflationary pressures; the ongoing
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 businesses; 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," "project," "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.
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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, inflation 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 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 businesses, 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 and 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 and 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 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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