CIGNA GROUP – 10-K – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Executive Overview 53 Liquidity and Capital Resources 58 Critical Accounting Estimates 63 Segment Reporting 66Evernorth Health Services 67Cigna Healthcare 69 Other Operations 71 Corporate 71 Investment Assets 72 Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluatingThe Cigna Group's financial condition as ofDecember 31, 2022 compared withDecember 31, 2021 and our results of operations for 2022 compared with 2021 and 2020 and is intended to help you understand the ongoing trends in our business. For comparisons of our results of operations for 2021 compared with 2020, please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year endedDecember 31, 2021 . We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K ("Form 10-K") and the "Risk Factors" contained in Part I, Item 1A of this Form 10-K. Unless otherwise indicated, financial information in this MD&A is presented in accordance with accounting principles generally accepted inthe United States of America ("GAAP"). See Note 2 to the Consolidated Financial Statements in this Form 10-K for additional information regarding the Company's significant accounting policies. In some of our financial tables in this MD&A, we present either percentage changes or "N/M" when those changes are so large as to become not meaningful. Changes in percentages are expressed in basis points ("bps"). In this MD&A, our consolidated measures "adjusted income from operations," earnings per share on that same basis and "adjusted revenues" are not determined in accordance with GAAP and should not be viewed as substitutes for the most directly comparable GAAP measures of "shareholders' net income," "earnings per share" and "total revenues." We also use pre-tax adjusted income (loss) from operations and adjusted revenues to measure the results of our segments. The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management believes these metrics best reflect the underlying results of business operations and permit analysis of trends in underlying revenue, expenses and profitability. We define adjusted income from operations as shareholders' net income (or income before income 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.The Cigna Group's share of certain realized investment results of its joint ventures reported in theCigna Healthcare 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. See the below Financial Highlights section for a reconciliation of consolidated adjusted income from operations to shareholders' net income. The Company defines adjusted revenues as total revenues excluding the following adjustments: special items andThe Cigna Group's share of certain realized investment results of its joint ventures reported in theCigna Healthcare segment using the equity method of accounting. Special items are 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. See the below Financial Highlights section for a reconciliation of consolidated adjusted revenues to total revenues. 52 --------------------------------------------------------------------------------
EXECUTIVE OVERVIEW
The Cigna Group , together with its subsidiaries, is a global health company. OnFebruary 13, 2023 , we changed our corporate name fromCigna Corporation toThe Cigna Group . We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "Company," "we," "us," and "our" in this document refer toThe Cigna Group , aDelaware corporation, and, where appropriate, its subsidiaries. OnFebruary 13, 2023 , we also changed the name of our Evernorth segment toEvernorth Health Services . We will not distinguish between our prior and current segment name and will refer to our current segment name throughout this Annual Report on Form 10-K. Our common stock continues to be listed with, and trades on, theNew York Stock Exchange under the ticker symbol "CI".The Cigna Group has a mission of helping those we serve improve their health and vitality. Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental and related products and services. For further information on our business and strategy, see Item 1, "Business" in this Form 10-K.
Financial Highlights
See Note 1 to the Consolidated Financial Statements for a description of our
segments.
Summarized below are certain key measures of our performance by segment:
Financial highlights by segment
For the Years Ended December 31 ,
Increase (Decrease) Increase (Decrease)
(Dollars in millions, except per share
amounts)
2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Revenues
Adjusted revenues by segmentEvernorth Health Services $ 140,335 $ 131,912 $ 116,130 6 % 14 % Cigna Healthcare 45,036 44,652 41,135 1 9 Other Operations 2,262 3,989 8,446 (43) (53) Corporate, net of eliminations (6,991) (6,475) (5,644) (8) (15) Adjusted revenues 180,642 174,078 160,067 4 9 Net realized investment results from certain equity method investments (126) - 130 N/M N/M Special item related to contractual adjustment for a former client - - 204 N/M N/M Total revenues$ 180,516 $ 174,078 $ 160,401 4 % 9 % Shareholders' net income$ 6,668 $ 5,365 $ 8,458 24 % (37) % Adjusted income from operations$ 7,284 $ 6,980 $ 6,795 4 % 3 % Earnings per share (diluted) Shareholders' net income$ 21.30 $ 15.73 $ 22.96 35 % (31) % Adjusted income from operations$ 23.27 $ 20.47 $ 18.45 14 % 11 %
Pre-tax adjusted income (loss) from operations by segment
$ 6,127 $ 5,818 $ 5,363 5 % 8 % Cigna Healthcare 4,072 3,609 4,031 13 (10) Other Operations 500 889 966 (44) (8) Corporate, net of eliminations (1,466) (1,339) (1,552) (9) 14 Consolidated pre-tax adjusted income from operations 9,233 8,977 8,808 3 2 Income attributable to noncontrolling interests 84 58 37 45 57 Net realized investment (losses) gains (1) (621) 196 279 N/M (30) Amortization of acquired intangible assets (1,876) (1,998) (1,982) 6 (1) Special items 1,533 (451) 3,726 N/M N/M Income before income taxes$ 8,353 $ 6,782 $ 10,868 23 % (38) % (1) Includes the Company's share of certain realized investment results of its joint ventures reported in theCigna Healthcare segment using the equity method of accounting.
For further analysis and explanation of each segment's results, see the "Segment
Reporting" section of this MD&A.
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Consolidated Results of Operations (GAAP basis)
For the Years Ended December 31 , Increase (Decrease) Increase (Decrease)
(Dollars in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Pharmacy revenues $ 128,566 $ 121,413 $ 107,769 $ 7,153 6 % $ 13,644 13 %
Premiums 39,915 41,154 42,627 (1,239) (3) (1,473) (3)
Fees and other revenues 10,880 9,962 8,761 918 9 1,201 14
Net investment income 1,155 1,549 1,244 (394) (25) 305 25
Total revenues 180,516 174,078 160,401 6,438 4 13,677 9
Pharmacy and other service costs 124,834 117,553 103,484 7,281 6 14,069 14
Medical costs and other benefit
expenses 32,206 33,562 32,710 (1,356) (4) 852 3
Selling, general and
administrative expenses 13,186 13,030 14,072 156 1 (1,042) (7)
Amortization of acquired
intangible assets 1,876 1,998 1,982 (122) (6) 16 1
Total benefits and expenses 172,102 166,143 152,248 5,959 4 13,895 9
Income from operations 8,414 7,935 8,153 479 6 (218) (3)
Interest expense and other (1,228) (1,208) (1,438) (20) (2) 230 16
Debt extinguishment costs - (141) (199) 141 N/M 58 29
Gain on sale of businesses 1,662 - 4,203 1,662 N/M (4,203) N/M
Net realized investment (losses)
gains (495) 196 149 (691) N/M 47 32
Income before income taxes 8,353 6,782 10,868 1,571 23 (4,086) (38)
Total income taxes 1,607 1,367 2,379 240 18 (1,012) (43)
Net income 6,746 5,415 8,489 1,331 25 (3,074) (36)
Less: Net income attributable to
noncontrolling interests 78 50 31 28 56 19 61
Shareholders' net income $ 6,668 $ 5,365 $ 8,458 $ 1,303 24 % $ (3,093) (37) %
Consolidated effective tax rate 19.2 % 20.2 % 21.9 % (100) bps (170) bps
Medical customers (in thousands) 18,004 17,081 16,650 923 5 % 431 3 %
Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations
For the Years Ended December 31,
2022 2021 2020
(Dollars in millions) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax
Shareholders' net income $ 6,668 $ 5,365 $ 8,458
Adjustments to reconcile to adjusted income
from operations
Net realized investment losses (gains) (1) $ 621 503 $ (196) (158) $ (279)
(244)
Amortization of acquired intangible assets 1,876 1,345 1,998 1,494 1,982
1,431
Special items Integration and transaction-related costs 135 103 169 71 527
404
Charge for organizational efficiency plan 22 17 168 119 31
24
(Benefits) charges associated with litigation matters (28) (20) (27) (21) 25
19
(Gain) on sale of businesses (1,662) (1,332) - - (4,203)
(3,217)
Debt extinguishment costs - - 141 110 199 151 Risk corridors recovery - - - - (101) (76) Contractual adjustment for a former client - - - - (204) (155) Total special items$ (1,533) (1,232)$ 451 279$ (3,726) (2,850) Adjusted income from operations$ 7,284 $ 6,980
(1) Includes the Company's share of certain realized investment results of its joint ventures reported in theCigna Healthcare segment using the equity method of accounting. 54
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Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations
For the Years Ended December 31,
2022 2021 2020
(Diluted Earnings Per Share) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax
Shareholders' net income $ 21.30 $ 15.73 $ 22.96
Adjustments to reconcile to adjusted income from
operations
Net realized investment losses (gains) (1) $ 1.98
1.61
Amortization of acquired intangible assets
5.99 4.30 5.86 4.38 5.38 3.88 Special items Integration and transaction-related costs 0.43 0.33 0.50 0.21 1.43 1.10 Charge for organizational efficiency plan 0.07 0.05 0.49 0.35 0.08 0.07 (Benefits) charges associated with litigation matters (0.09) (0.06) (0.08) (0.06) 0.07 0.05 (Gain) on sale of businesses (5.31) (4.26) - - (11.41) (8.73) Debt extinguishment costs - - 0.41 0.32 0.54 0.41 Risk corridors recovery - - - - (0.27) (0.21) Contractual adjustment for a former client - - - - (0.55) (0.42) Total special items$ (4.90)
(3.94)
Adjusted income from operations
$ 23.27 $ 20.47 $ 18.45 (1) Includes the Company's share of certain realized investment results of its joint ventures reported in theCigna Healthcare segment using the equity method of accounting. Recent Events InflationThe United States economy continues to be impacted by rising inflation. We are proactively addressing potential impacts from inflation on our workforce, third party relationships (including relationships with vendors and health care providers) and drug pricing. We are also monitoring the potential impact inflation may have on client and customer health care needs. We have not experienced material impacts from inflation on our results of operations or cash flows for the year endedDecember 31, 2022 . For further information regarding risks we encounter in our business due to economic conditions including inflationary pressures, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K. Russian Invasion ofUkraine The war inUkraine has significantly affected individuals, economic activity and financial markets on a global scale.The Cigna Group does not have operations or employees inUkraine orRussia and serves a limited number of customers and clients in these countries. We have not experienced significant impacts to date on our investment portfolio, financial position or results of operations. For a more complete discussion of the risks we encounter in our business, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
COVID-19
The Cigna Group's commitment to the health and vitality of our employees and the people we serve remains our focus as the pandemic environment evolves. We continue to actively manage our response as the COVID-19 pandemic environment evolves and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. For further information regarding the potential impact of the COVID-19 pandemic on the Company, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
Commentary: 2022 versus 2021
The commentary presented below, and in the segment discussions that follow,
compare results for the year ended
ended
Shareholders' net income increased 24% due to the gain on the sale of our life,
accident and supplemental benefits businesses in six countries (the "Chubb
transaction"), higher adjusted income from operations and the absence of debt
extinguishment costs. These favorable effects were partially offset by lower
realized investment results due to declines in equity securities resulting in
unfavorable mark to market adjustments in 2022.
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Adjusted income from operations increased 4%, driven by a lower medical care
ratio and increased specialty contributions in
within
continued contract affordability improvements and growth in our accelerated
businesses. These favorable effects were partially offset by the absence of
earnings in the second half of 2022 from the businesses sold in the Chubb
transaction and lower net investment income.
Medical customers increased 5%, reflecting growth in our fee-based products from Middle Market and Select market segments as well as growth inInternational Health , partially offset by a decrease inU.S. Government customers, including the disposition of the Medicaid business. See Part I, Item 1 of this Form 10-K for definitions ofCigna Healthcare's market segments. Pharmacy revenues increased 6%, reflecting higher specialty claims volume due in part toEvernorth Health Services' collaboration with Prime Therapeutics, as well as inflation on, and higher sales of, branded drugs. See the "Evernorth Health Services segment" section of this MD&A for further discussion. Premiums declined 3%, reflecting the impact of the Chubb transaction and the disposition of the Medicaid business inCigna Healthcare . Partially offsetting these decreases were the favorable impact of increased specialty contributions and higher premium rates inCigna Healthcare due to anticipated underlying medical cost trend. See the "Cigna Healthcare segment" section of this MD&A for further discussion.
Fees and other revenues increased 9%, primarily reflecting customer growth from
our continued contract affordability services. See the "
Services
Net investment income decreased 25%, primarily reflecting lower returns on our
partnership investments and the impact of the Chubb transaction. See the
"Investment Assets" section of this MD&A for further discussion.
Pharmacy and other service costs increased 6%, reflecting higher specialty
claims volume due in part to
Therapeutics, as well as inflation on, and higher sales of, branded drugs.
Medical costs and other benefit expenses decreased 4%, primarily reflecting the impact of the Chubb transaction and the disposition of the Medicaid business inCigna Healthcare . Decreases also reflect lower direct COVID-19 testing, treatment and vaccine costs and are partially offset by medical cost trend inCigna Healthcare . Selling, general and administrative expenses increased 1%, primarily driven by higher expenses inCigna Healthcare and strategic investments in expanding our services portfolio and digital capabilities inEvernorth Health Services , partially offset by decreased expenses in Other Operations driven by the impact of the Chubb transaction.
Interest expense and other increased 2%, primarily reflecting higher interest
rates on our indebtedness.
Debt extinguishment costs. We did not incur debt extinguishment costs in 2022 as
we did not early retire any debt in 2022.
Gain on sale of businesses primarily reflects the Chubb transaction, which
closed on
Realized investment results were substantially lower, primarily due to declines in equity securities resulting in unfavorable mark to market adjustments on investments in 2022. See Note 11 to the Consolidated Financial Statements for further discussion.
The effective tax rate decreased by 100 basis points, driven largely by the
foreign tax rate differential, including the impact of the Chubb transaction.
Key Transactions and Business Developments
As ofDecember 31, 2022 , the Company had a commitment to become a minority owner inVillageMD by investing up to$2.7 billion inVillageMD preferred equity. InJanuary 2023 , we invested$2.5 billion of the$2.7 billion .VillageMD is an independent primary care group committed to offering high-quality, accessible primary care options for communities across the country through Village Medical.VillageMD partners with physicians to provide the tools, technology, operations, staffing support and industry relationships to deliver high-quality clinical care and better patient outcomes, while reducing the total cost of care.VillageMD and Village Medical operate in 22 markets and are responsible for more than 1.6 million patients. 56
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Risk Adjustment Data Validation Audit Rule
OnJanuary 30, 2023 , theCenters for Medicare and Medicaid Services ("CMS") issued the Final Rule titled "Medicare and Medicaid Programs; Policy and Technical Changes to the Medicare Advantage, Medicare Prescription Drug Benefit,Program for All-inclusive Care for the Elderly (PACE), Medicaid Fee-For-Service, and Medicaid Managed Care Programs for Years 2020 and 2021", effectiveApril 3, 2023 . The Final Rule addresses CMS's audit methodology and related policies for the Risk Adjustment Data Validation ("RADV"). RADV is the primary mechanism for CMS to determine risk adjustment revenue overpayments to Medicare Advantage organizations. Although CMS did not specify their sampling or extrapolation methodology the rule did codify that CMS will use a statistically valid method for sampling and extrapolation of error rates and the decision not to apply a fee for service adjuster when determining RADV audit findings. CMS will not apply extrapolation to RADV audits until the 2018 payment year with payment recoveries for those RADV audits expected in 2025. Audits for payment years prior to 2018 are not subject to extrapolation and the Company expects the impact for these years will not be material. The Company is not currently subject to RADV audits for the 2018 and subsequent payment years and is unable to estimate the potential impacts of RADV audits subject to extrapolation in the Final Rule. Although the Final Rule provides additional clarity regarding the structure of the methodology for RADV audits and quantification of RADV audit findings, further analysis is required to determine all potential implications. The Company continues to evaluate the recently announced Final Rule including potential legal developments which could impact the ultimate application of the regulation. See Part I, Item 1 of this Form 10-K for further discussion of RADV.
Centene Corporation
InOctober 2022 ,Evernorth Health Services and Centene Corporation ("Centene") announced a multi-year agreement effectiveJanuary 2024 to manage pharmacy benefit services and make prescription medications more accessible and affordable for Centene's approximately 20 million customers. In addition to greater savings on prescription drugs, Centene customers will also have access to Express Scripts' extensive national network of retail pharmacies. We expect to spend approximately$200 million in 2023 preparing for the implementation of our multi-year agreement with Centene. We will continue to refine this estimate during 2023. Inflation Reduction Act
The Inflation Reduction Act of 2022, which was signed into law in
contains a variety of provisions that impact our business, including:
•providing a one percent excise tax on repurchases of stock made afterDecember 31, 2022 , which would generally be recorded inTreasury stock in the Consolidated Balance Sheets; •extending the American Rescue Plan Act of 2021's enhanced Premium Tax Credits for three years fromJanuary 2023 toJanuary 2026 ; •instituting caps on insulin cost sharing in federal Medicare Part B medical insurance ("Part B") and federal Medicare Part D prescription drug program ("Part D") beginning in 2023 and removing deductibles for insulin provided via durable medical equipment under Part B beginning inJuly 2023 ; •adding a requirement that drug manufacturers pay rebates beginning in 2023 if prescription drug prices for certain Part B and Part D drugs increase beyond inflation; •redesigning of the Part D benefit in 2024 and capping of annual out-of-pocket costs starting in 2025; •allowing CMS to select Part D and Part B drugs for the drug price negotiation program beginning in 2023 and 2026, respectively, with the maximum fair prices for select Part D drugs taking effect in 2026; and •delaying implementation of the 2020 Medicare drug rebate rule to 2032. We currently do not expect the Inflation Reduction Act to have a material impact on our 2023 Consolidated Financial Statements. We continue to analyze the impact on future periods.
Sale of International Life, Accident and Supplemental Benefits Businesses in Six
Countries
As discussed in Note 4 to the Consolidated Financial Statements, onJuly 1, 2022 , we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong ,Indonesia ,New Zealand ,South Korea ,Taiwan andThailand ) toChubb INA Holdings, Inc. ("Chubb") for approximately$5.4 billion in cash (the "Chubb transaction"). The "Liquidity and Capital Resources" section of this MD&A provides further information on the impact of this transaction to liquidity. See "Other Operations" section of this MD&A for further information on the results of these businesses prior to the divestiture. 57 --------------------------------------------------------------------------------
Sale of Group Disability and Life Business
Insurance Company for
Medicare Star Quality Ratings ("Star Ratings")
CMS uses a Star Rating system to measure how well Medicare Advantage ("MA")
plans perform. Categories of measurement include quality of care and customer
service. Star Ratings range from one to five stars. CMS recognizes plans with
Star Ratings of four stars or greater with quality bonus payments and the
ability to offer enhanced benefits. Approximately 89% of our MA customers were
in four star or greater plans for bonus payments received in 2022 and we expect
84% to be in four star or greater plans for bonus payments to be received in
2023. On October 7, 2022 , CMS announced Medicare Star Ratings for bonus payments
to be received in 2024. Based upon the current customer mix associated with the
announced Star Ratings, we estimate 67% of our MA customers will be in four star
or greater plans. See Part 1, "Business - Regulation" section of this Form 10-K
for further discussion of Star Ratings.
Medicare Advantage Rates
OnApril 4, 2022 , CMS released the final Calendar Year 2023 Medicare Advantage Capitation Rates and Part C and Part D Payment Policies (the "2023 Final Notice"). OnFebruary 1, 2023 , CMS released the Calendar Year 2024 Advance Notice for Medicare Advantage and Part D Prescription Drug Programs (the "Advance Notice"). CMS will accept comments on the Advance Notice throughMarch 3, 2023 , before publishing the final rate announcement byApril 3, 2023 . The Advance Notice is subject to the required notice and comment period, and we cannot predict when or to what extent CMS will adopt the proposals in the Advance Notice. We are in the process of analyzing the potential implications of the Advance Notice.
LIQUIDITY AND CAPITAL RESOURCES
Financial Summary
For the Years Ended December 31,
(In millions) 2022 2021 2020
Short-term investments $ 139 $ 428 $ 359
Cash and cash equivalents $ 5,924 $ 5,081 $ 10,182
Short-term debt $ 2,993 $ 2,545 $ 3,374
Long-term debt $ 28,100 $ 31,125 $ 29,545
Shareholders' equity $ 44,872 $ 47,112 $ 50,321
Liquidity
We maintain liquidity at two levels: the subsidiary level and the parent company
level.
Cash requirements at the subsidiary level generally consist of:
•pharmacy, medical costs and other benefit payments; •expense requirements, primarily for employee compensation and benefits, information technology and facilities costs; •income taxes; and •debt service.
Our subsidiaries normally meet their liquidity requirements by:
•maintaining appropriate levels of cash, cash equivalents and short-term
investments;
•using cash flows from operating activities;
•matching investment durations to those estimated for the related insurance and
contractholder liabilities;
•selling investments; and
•borrowing from affiliates, subject to applicable regulatory limits.
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Cash requirements at the parent company level generally consist of:
•debt service; •payment of declared dividends to shareholders; •lending to subsidiaries as needed; and •pension plan funding.
The parent company normally meets its liquidity requirements by:
•maintaining appropriate levels of cash and various types of marketable investments; •collecting dividends from its subsidiaries; •using proceeds from issuing debt and common stock; and •borrowing from its subsidiaries, subject to applicable regulatory limits. Dividends from our insurance,Health Maintenance Organization ("HMO") and certain foreign subsidiaries are subject to regulatory restrictions. See Note 21 to the Consolidated Financial Statements in this Form 10-K for additional information regarding these restrictions. Most of theEvernorth Health Services segment operations are not subject to regulatory restrictions regarding dividends and therefore provide significant financial flexibility toThe Cigna Group . Cash flows were as follows: For the Years Ended December 31, (In millions) 2022 2021 2020 Net cash provided by operating activities $
8,656
Net cash provided by (used in) investing activities:
Cash proceeds from sales of businesses, net of cash sold
4,835 (61) 5,592 Acquisitions - (1,833) (139) Net investment (purchases) (272) (660) (1,406) Purchases of property and equipment, net (1,295) (1,154) (1,094) Other, net (170) 97 23 Net investing activities 3,098 (3,611) 2,976 Net cash (used in) financing activities: Debt (repayments) issuances (2,559) 521 (4,736) Stock repurchase (7,607) (7,742) (4,042) Dividend payments (1,384) (1,341) (15) Other, net 310 350 260 Net financing activities (11,240) (8,212) (8,533) Foreign currency effect on cash (86) (65) 41 Change in cash, cash equivalents and restricted cash $
428
The following discussion explains variances in the various categories of cash flows for the year endedDecember 31, 2022 compared with the same period in 2021. For comparisons of liquidity and capital resources for the year endedDecember 31, 2021 compared with the year endedDecember 31, 2020 , please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year endedDecember 31, 2021 .
Operating activities
Cash flows from operating activities consist principally of cash receipts and
disbursements for pharmacy revenues and costs, premiums, fees, investment
income, taxes, benefit costs and other expenses.
Operating cash flows for the year endedDecember 31, 2022 include the benefits from the delayed 2021 CMS Part D settlement. The remaining increase was driven by timing of accrued liabilities and lower income tax payments, partially offset by lower insurance liabilities and higher inventories.
Investing activities
In 2022, the Company received cash proceeds from the Chubb transaction. In 2021,
the Company had cash outflows related to the acquisition of
factors, along with lower net purchases of investments in 2022, resulted in
higher cash inflow from investing activities in 2022 compared with 2021.
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Financing activities
The Company repaid more debt, in 2022, which resulted in an increase in cash
used in financing activities in 2022.
Capital Resources
Our capital resources consist primarily of cash, cash equivalents and investments maintained at regulated subsidiaries required to underwrite insurance risks, cash flows from operating activities, our commercial paper program, credit agreements and the issuance of long-term debt and equity securities. Our businesses generate significant cash flow from operations, some of which is subject to regulatory restrictions relative to the amount and timing of dividend payments to the parent company. Dividends fromU.S. regulated subsidiaries were$1.9 billion for the year endedDecember 31, 2022 and$2.8 billion for the year endedDecember 31, 2021 . Non-regulated subsidiaries also generate significant cash flow from operating activities, which is typically available immediately to the parent company for general corporate purposes.
We prioritize our use of capital resources to:
•invest in capital expenditures, primarily related to technology to support innovative solutions for our customers, provide the capital necessary to maintain or improve the financial strength ratings of subsidiaries and to repay debt and fund pension obligations if necessary; •pay dividends to shareholders; •consider acquisitions that are strategically and economically advantageous; and •return capital to shareholders through share repurchases.
Funds Available
Commercial Paper Program.The Cigna Group maintains a commercial paper program and may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker-dealers at any time not to exceed an aggregate amount of$5.0 billion . The net proceeds of issuances have been and are expected to be used for general corporate purposes. Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed above. As ofDecember 31, 2022 ,The Cigna Group's revolving credit agreements include: a$3.0 billion five-year revolving credit and letter of credit agreement that expires inApril 2027 ; a$1.0 billion three-year revolving credit agreement that expires inApril 2025 ; and a$1.0 billion 364-day revolving credit agreement that expires inApril 2023 . As ofDecember 31, 2022 , we had$5.0 billion of undrawn committed capacity under our revolving credit agreements (these amounts are available for general corporate purposes, including providing liquidity support for our commercial paper program),$5.0 billion of remaining capacity under our commercial paper program and$6.1 billion in cash and short-term investments, approximately$1.2 billion of which was held by the parent company or certain non-regulated subsidiaries.
See Note 7 to the Consolidated Financial Statements for further information on
our credit agreements and commercial paper program.
Our debt-to-capitalization ratio was 40.9% at
We actively monitor our debt obligations and engage in issuance or redemption
activities as needed in accordance with our capital management strategy.
Subsidiary Borrowings. In addition to the sources of liquidity discussed above, the parent company can borrow an additional$3.0 billion from its subsidiaries without further approvals as ofDecember 31, 2022 . 60 --------------------------------------------------------------------------------
Other Sources of Funds
Sale of international life, accident and supplemental benefits businesses in six countries. OnJuly 1, 2022 , we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong ,Indonesia ,New Zealand ,South Korea ,Taiwan andThailand ) to Chubb for approximately$5.4 billion in cash. Net after-tax proceeds of approximately$5.1 billion were utilized primarily for share repurchases, with$3.5 billion used to fund the purchases of our common stock pursuant to the ASR agreements (as described below).
Use of Capital Resources
Capital expenditures. Capital expenditures for property, equipment and computer software were$1.3 billion in 2022 compared to$1.2 billion in the year endedDecember 31, 2021 . This increase reflects our continued strategic investment in technology for future growth. We expect to deploy approximately$1.4 billion to capital expenditures in 2023. Anticipated capital expenditures will be funded primarily from operating cash flow. Dividends. For 2022,The Cigna Group declared and paid quarterly cash dividends of$1.12 per share of its common stock, compared to$1.00 per share in 2021. See Note 8 to the Consolidated Financial Statements for further information on our dividend payments. OnFebruary 2, 2023 , the Board of Directors declared the first quarter cash dividend of$1.23 per share ofThe Cigna Group common stock to be paid onMarch 23, 2023 to shareholders of record onMarch 8, 2023 .The Cigna Group 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 the Company 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 may deem relevant. Share repurchases. We maintain a share repurchase program authorized by our Board of Directors, under which we may repurchase shares of our common stock from time to time. 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 (the "Exchange Act"), including through Rule 10b5-1 trading plans or privately negotiated transactions. The program may be suspended or discontinued at any time. InJune 2022 , as part of our existing share repurchase program, we entered into accelerated share repurchase agreements ("2022 ASR agreements") to repurchase$3.5 billion of common stock in aggregate. InJuly 2022 , in accordance with the 2022 ASR agreements, we remitted$3.5 billion and received an initial delivery of 10.4 million shares of our common stock. Upon final settlement of the 2022 ASR agreements inNovember 2022 , we received an additional 1.9 million shares of our common stock for no additional consideration. InAugust 2021 , as part of our existing share repurchase program, we entered into accelerated share repurchase agreements to repurchase$2.0 billion of common stock. The total number of shares repurchased under the agreements was 9.5 million. We repurchased 27.4 million shares for approximately$7.6 billion during the year endedDecember 31, 2022 , including the$3.5 billion paid under ASR agreements, compared to 35.2 million shares for approximately$7.7 billion during the year endedDecember 31, 2021 including the$2.0 billion paid under ASR agreements. FromJanuary 1, 2023 , throughFebruary 22, 2023 , we repurchased 2.1 million shares for approximately$646 million . Share repurchase authority was$2.9 billion as ofFebruary 22, 2023 .
See Note 8 to the Consolidated Financial Statements for further information on
our ASR agreements.
Strategic investments. As ofDecember 31, 2022 , the Company had a commitment to become a minority owner inVillageMD by investing up to$2.7 billion inVillageMD preferred equity. InJanuary 2023 , we invested$2.5 billion of the$2.7 billion .VillageMD is an independent primary care group with expertise in value-based care and operates primary care practices across 22 markets. Pension plans. Our pension plans were overfunded by$238 million and reported in Other assets in our Consolidated Balance Sheets as ofDecember 31, 2022 . This represents a funding improvement of$615 million from an underfunded pension liability of$377 million primarily reported in Other non-current liabilities in our Consolidated Balance Sheets as ofDecember 31, 2021 . This improvement was primarily attributable to an increase in discount rates of 261 basis points, partially offset by investment asset losses in 2022. In 2022, we made immaterial contributions to the qualified pension plans as required under the Pension Protection Act of 2006 and we expect the required contributions for 2023 to be immaterial. See Note 17 to the Consolidated Financial Statements for additional information. 61
-------------------------------------------------------------------------------- Risks to our liquidity and capital resources outlook include cash projections that may not be realized and the demand for funds could exceed available cash if our ongoing businesses experience unexpected shortfalls in earnings or we experience material adverse effects from one or more risks or uncertainties described more fully in the "Risk Factors" section of this Form 10-K. Though we believe we have adequate sources of liquidity, significant disruption or volatility in the capital and credit markets could affect our ability to access those markets for additional borrowings or increase costs.
Supply Chain Financing Program
We facilitate a voluntary supply chain finance program (the "program") that provides suppliers the opportunity to sell their receivables due from us (i.e., our payment obligations to the suppliers) to a financial institution, on a non-recourse basis in order to be paid earlier than our payment terms provide.The Cigna Group is not a party to the program and agrees to commercial terms with its suppliers independently of their participation in the program. A supplier's participation in the program has no impact on our payment terms and the Company has no economic interest in a supplier's decision to participate in the program. The suppliers, at their sole discretion, determine which invoices, if any, to sell to the financial institution. No guarantees are provided by the Company or any of our subsidiaries under the program. We have been informed by the financial institution that$471 million as ofDecember 31, 2022 and$331 million as ofDecember 31, 2021 of our outstanding payment obligations were voluntarily elected by suppliers to be sold to the financial institution under the program. These amounts are reflected in Accounts payable in our Consolidated Balance Sheets.
Guarantees and Contractual Obligations
We are contingently liable for various contractual obligations and financial and other guarantees entered into in the ordinary course of business. See Note 23 to the Consolidated Financial Statements for discussion of various guarantees. On balance sheet: •Insurance liabilities •Insurance liabilities are$16.3 billion , which include contractholder deposit funds, future policy benefits and unpaid claims and claim expenses. •Of the total obligation amount,$4.9 billion of insurance liabilities are associated with the sold retirement benefits, individual life insurance and annuity businesses, guaranteed minimum death benefit ("GMDB") business, as well as the group life and personal accident businesses as their related net cash flows are not expected to impact our cash flows. •The$14.0 billion of total obligations exceeds the corresponding insurance and contractholder liabilities of$11.4 billion recorded on the balance sheet. This is because some of the recorded insurance liabilities reflect discounting for interest and the recorded contractholder liabilities exclude future interest crediting, charges and fees. The timing and amount of actual future cash flows may differ from the projected amount disclosed. •We expect$4.6 billion of insurance liabilities to be paid within the next twelve months beginningJanuary 1, 2023 . •See Note 9 to the Consolidated Financial Statements for information regarding insurance liabilities. •Long-term debt •Total scheduled payments on long-term debt are$46.9 billion , which include scheduled interest payments and maturities of long-term debt. •We expect$4.2 billion of long-term debt payments (including scheduled interest payments) to be paid within the next twelve months beginningJanuary 1, 2023 . •Finance leases are included in Long-term debt and primarily represent obligations for information technology network storage, servers and equipment. See Note 20 to the Consolidated Financial Statements for information regarding finance leases. •See Note 7 to the Consolidated Financial Statements for information regarding principal maturities of long-term debt. •Other non-current liabilities •These include approximately$415 million of estimated payments for other postretirement and postemployment benefit obligations, non-qualified pension plans, reinsurance liabilities, supplemental and deferred compensation plans and interest rate and foreign currency swap contracts. •We expect$85 million of other liabilities to be paid within the next twelve months beginningJanuary 1, 2023 . •See Note 17 to the Consolidated Financial Statements for further information on pension obligations and funded status. •Operating leases •These include operating lease payments of$494 million . •We expect$114 million of operating lease payments to be due within the next twelve months beginningJanuary 1, 2023 . •See Note 20 to the Consolidated Financial Statements for additional information. •Uncertain tax positions •In the event we are unable to sustain all of our$1.3 billion of uncertain tax positions, it could result in future tax payments of approximately$1.0 billion . We are adequately reserved for such positions. As a result, there is minimal 62 --------------------------------------------------------------------------------
direct risk to earnings should we fail to sustain our positions. We cannot
reasonably estimate the timing of such future payments.
•See Note 22 to the Consolidated Financial Statements for additional information
on uncertain tax positions.
Off-balance sheet: •Purchase obligations •These include agreements to purchase goods or services that are enforceable and legally binding. Purchase obligations exclude contracts that are cancellable without penalty and those that do not contractually require minimum levels of goods or services to be purchased. •As ofDecember 31, 2022 , purchase obligations consisted of a total of$6.5 billion of estimated payments required under contractual arrangements. This includes: ?$5.1 billion of investment commitments, primarily comprised of commitment to purchase up to$2.7 billion of preferred equity inVillageMD as well as other long-term investments. ?$1.4 billion of future service commitments, primarily comprised of contracts for certain outsourced businesses processes and information technology maintenance and support. •We expect$3.9 billion of purchase obligations to be paid within the next twelve months beginningJanuary 1, 2023 . This includes: ?$3.5 billion relates to investment commitments, which includes commitment to purchase up to$2.7 billion inVillageMD preferred equity. InJanuary 2023 , we invested$2.5 billion of the$2.7 billion . ?$402 million relates to future service commitments. •See Note 11 of the Consolidated Financial Statements for additional information on investment commitments. CRITICAL ACCOUNTING ESTIMATES
The preparation of Consolidated Financial Statements in accordance with GAAP
requires management to make estimates and assumptions that affect reported
amounts and related disclosures in the Consolidated Financial Statements.
Management considers an accounting estimate to be critical if:
•it requires assumptions to be made that were uncertain at the time the estimate
was made; and
•changes in the estimate or different estimates that could have been selected
could have a material effect on our consolidated results of operations or
financial condition.
Management has discussed how critical accounting estimates are developed and
selected with the Audit Committee of our Board of Directors and the Audit
Committee has reviewed the disclosures presented in this Form 10-K. We regularly
evaluate items that may impact critical accounting estimates.
63
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In addition to the estimates presented in the following tables, the Notes to the
Consolidated Financial Statements describe other estimates that management has
made in preparation of the financial statements. Management believes the current
assumptions used to estimate amounts reflected in our Consolidated Financial
Statements are appropriate. However, if actual experience significantly differs
from the assumptions used in estimating amounts reflected in our Consolidated
Financial Statements, the resulting changes could have a material adverse effect
on our consolidated results of operations and in certain situations, could have
a material adverse effect on liquidity and our financial condition. The tables
below present the adverse impacts of certain possible changes in assumptions.
The effect of assumption changes in the opposite direction would be a positive
impact to our consolidated results of operations, liquidity or financial
condition, except for assessing impairment of goodwill.
Balance Sheet Caption /
Nature of Critical Accounting Estimate Effect if Different
Assumptions Used
Goodwill and other intangible assets We completed our
normal annual evaluations for
impairment of goodwill and intangible assets
Goodwill represents the excess of the cost of during the third quarter of 2022. The evaluations
businesses acquired over the fair value of their net indicated that the fair value estimates of our
assets at the acquisition date. Intangible assets reporting units exceed their carrying values by
primarily reflect the value of customer sufficient margins. Changes in assumptions
relationships and other intangibles acquired in concerning future financial results or other
business combinations. underlying
assumptions, including macroeconomic
factors, government legislation, changes in the
Fair values of reporting units are estimated based competitive landscape or other market conditions
on discounted cash flow analysis and market approach could impact our ability to achieve profitability
models using assumptions that we believe a projections. If we consistently do not achieve
hypothetical market participant would use to our earnings and cash flow projections or our
determine a current transaction price. The cost of capital rises significantly, the
significant assumptions and estimates used in assumptions and estimates underlying the goodwill
determining fair value primarily include the and intangible asset impairment evaluations could
discount rate and future cash flows. A discount rate be adversely affected and result in future
is selected to correspond with each reporting unit's impairment charges that would negatively impact
weighted average cost of capital, consistent with our operating results and financial position.
that used for investment decisions considering the
specific and detailed operating plans and strategies Specific to the U.S. Government reporting unit,
within each reporting unit. Projections of future the two most critical factors affecting our
cash flows differ by reporting unit and are future cash flows assumptions are customer growth
consistent with our ongoing strategic projections. and profit margins. If we do not realize our
Future cash flows for Evernorth Health Services are targeted customer growth or profit margins, the
primarily driven by the forecasted gross margins of cash flow projections could be impacted and
the business, as well as operating expenses and significantly reduce the fair value of the
long-term growth rates. Future cash flows for our reporting unit.
other reporting units are primarily driven by
forecasted revenues, benefit expenses, operating
expenses and long-term growth rates.
The fair value of intangibles and the amortization
method were determined using an income approach that
relies on projected future cash flows including key
assumptions for customer attrition and discount
rates. Management revises amortization periods if it
believes there has been a change in the length of
time that an intangible asset will continue to have
value.
Our U.S. Government reporting unit contracts with
CMS to provide managed health care services,
including Medicare Advantage and Medicare-approved
prescription drug plans. Estimated future cash flows
for this reporting unit's Medicare Advantage
business incorporate the current reimbursement
structure for 2023 and beyond. Revenues from the
Medicare programs are dependent, in whole or in
part, upon annual funding from the federal
government through CMS. Funding levels for these
programs are dependent on many factors including
changes to the risk adjustment payment methodology,
government efforts to contain health care costs,
budgetary constraints and general political issues
and priorities. In 2022, we experienced a decrease
in U.S. Government customers, including the
disposition of the Medicaid business, while
investing to support future growth. The U.S.
Government reporting unit goodwill balance was $4.0
billion as of December 31, 2022 and December 31,
2021 .
The Company conducts its quantitative evaluation for
goodwill impairment at least annually during the
third quarter at the reporting unit level and
performs qualitative impairment assessments on a
quarterly basis to determine if events or changes in
circumstances indicate that it is more likely than
not that the carrying value of a reporting unit
exceeds its estimated fair value.
Goodwill and other intangibles as of December 31
were as follows (in millions):
·2022 -
·2021 -
See Note 19 to the Consolidated Financial Statements
for additional discussion of our goodwill and other
intangible assets.
64
--------------------------------------------------------------------------------
Balance Sheet Caption /
Nature of Critical Accounting Estimate Effect if Different
Assumptions Used
Income taxes - uncertain tax positions The factors that could
impact our estimates of
uncertain tax positions include the likelihood
We evaluate tax positions to determine whether of being sustained upon audit based on the
the benefits are more likely than not to be technical merits of the tax position and related
sustained on audit based on their technical assumed interest and penalties. If our positions
merits. The Company establishes a liability if are upheld upon audit, our net income would
the probability that the position will be increase.
sustained is 50% or less. For uncertain
positions that management believes are more
likely than not to be sustained, the Company
recognizes a liability based upon management's
estimate of the most likely settlement outcome
with the taxing authority. These amounts
primarily relate to federal and state uncertain
positions of the value and timing of deductions
and uncertain positions of attributing taxable
income to states.
Balances that are included in the Consolidated
Balance Sheets within Accrued expenses and other
liabilities are as follows (in millions):
·2022 - $1,343
·2021 - $1,230
See Note 22 to the Consolidated Financial
Statements for additional discussion around
uncertain tax positions and the Liquidity and
Capital Resources section of this MD&A for a
discussion of their potential impact on
liquidity.
Balance Sheet Caption /
Nature of Critical Accounting Estimate Effect if Different
Assumptions Used
Unpaid claims and claim expenses - Cigna Based on studies of our claim experience, it is
Healthcare reasonably possible that a 100 basis point change
in the medical cost trend and a 50 basis point
Unpaid claims and claim expenses include both change in completion factors could occur in the
reported claims and estimates for losses incurred near term.
but not yet reported.
A 100 basis point increase in the medical cost
Unpaid claims and claim expenses in Cigna trend rate would increase this liability by
Healthcare are primarily impacted by assumptions approximately $75 million , resulting in a
related to completion factors and medical cost decrease in net income of approximately $60
trend. Variation of actual results from either million after-tax, and a 50 basis point decrease
assumption could impact the unpaid claims balance in completion factors would increase this
as noted below. A large number of factors may liability by approximately $150 million ,
cause the medical cost trend to vary from the resulting in a decrease in net income of
Company's estimates, including: changes in health approximately $120 million after-tax.
management practices, changes in the level and
mix of benefits offered and services utilized and
changes in medical practices. Completion factors
may be affected if actual claims submission rates
from providers differ from estimates (that can be
influenced by a number of factors, including
provider mix and electronic versus manual
submissions), or if changes to the Company's
internal claims processing patterns occur.
Unpaid claims and claim expenses for the Cigna
Healthcare segment as of December 31 were as
follows (in millions):
·2022 - gross $4,176 ; net $3,955
·2021 - gross $4,261 ; net $4,000
These liabilities are presented above both gross
and net of reinsurance and other recoverables.
See Note 9 to the Consolidated Financial
Statements for additional information regarding
assumptions and methods used to estimate this
liability.
65
-------------------------------------------------------------------------------- Balance Sheet Caption / Nature of Critical Accounting Estimate Effect if Different
Assumptions Used
Valuation of debt security investments If the derived market
rates used to calculate
fair value increased by 100 basis points, the
Most debt securities are classified as available fair value of the total debt security portfolio
for sale and are carried at fair value with of $9.9 billion would decrease by approximately
changes in fair value recorded in Accumulated $0.6 billion , resulting in an after-tax decrease
other comprehensive loss within Shareholders' to shareholders' equity of approximately $0.4
equity. billion as of December
31, 2022.
Fair value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. Determining fair value for a financial instrument requires management judgment. The degree of judgment involved generally correlates to the level of pricing readily observable in the markets. Financial instruments with quoted prices in active markets or with market observable inputs to determine fair value, such as public securities, generally require less judgment. Conversely, private placements including more complex securities that are traded infrequently are typically measured using pricing models that require more judgment as to the inputs and assumptions used to estimate fair value. There may be a number of alternative inputs to select based on an understanding of the issuer, the structure of the security and overall market conditions. In addition, these factors are inherently variable in nature as they change frequently in response to market conditions. Approximately 60% of our debt securities are public securities and approximately 40% are private placement securities. Typically, the most significant input in the measurement of fair value is the market interest rate used to discount the estimated future cash flows of the instrument. Such market rates are derived by calculating the appropriate spreads over comparableU.S. Treasury securities, based on the credit quality, industry and structure of the asset. Balances that are included in the Consolidated Balance Sheets within Investments and Long-term investments are as follows, inclusive of amounts held for sale as ofDecember 31, 2021 (in millions): ·2022 -$9,872 ·2021 -$16,958 See Notes 11A. and 12 to the Consolidated Financial Statements for a discussion of our fair value measurements, the procedures performed by management to determine that the amounts represent appropriate estimates and our accounting policy regarding unrealized appreciation on debt securities. SEGMENT REPORTING
The following section of this MD&A discusses the results of each of our
segments.
OnFebruary 13, 2023 , we changed the name of our Evernorth segment toEvernorth Health Services . We will not distinguish between our prior and current segment name and will refer to our current segment name throughout this Annual Report on Form 10-K. OnJuly 1, 2022 , we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong ,Indonesia ,New Zealand ,South Korea ,Taiwan andThailand ) to Chubb for approximately$5.4 billion in cash.
See Note 1 to the Consolidated Financial Statements for further description of
our segments.
In segment discussions, we present "adjusted revenues" and "pre-tax adjusted income (loss) from operations," defined as income (loss) before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net realized investment results, amortization of acquired intangible assets and special items.The Cigna Group's share of certain realized investment results of its joint ventures reported in theCigna Healthcare 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. Ratios presented in this segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations. See Note 24 to the Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of Income before income taxes to pre-tax adjusted income from operations, as well as a reconciliation of Total revenues to adjusted revenues. Note 24 to the Consolidated Financial Statements also explains that segment revenues include both external revenues and sales between segments that are eliminated in Corporate.
In these segment discussions, we also present "pre-tax adjusted margin," defined
as pre-tax adjusted income (loss) from operations divided by adjusted revenues.
66 --------------------------------------------------------------------------------
See the "Executive Overview" section of this MD&A for summarized financial
results of each of our segments.
Evernorth Health Services Segment
Evernorth Health Services includes a broad range of coordinated and point solution health services and capabilities, as well as those from partners across the health care system, in Pharmacy Benefits,Home Delivery Pharmacy ,Specialty Pharmacy , Distribution and Care Delivery and Management Solutions. As described in the introduction to Segment Reporting,Evernorth Health Services' performance is measured using adjusted revenues and pre-tax adjusted income (loss) from operations. The key factors that impactEvernorth Health Services' Pharmacy revenues and Pharmacy and other service costs are volume, mix of claims and price. These key factors are discussed further below. See Note 2 to the Consolidated Financial Statements included in this Form 10-K for additional information on revenue and cost recognition policies for this segment. •As our clients' claim volumes increase or decrease, our resulting revenues and cost of revenues correspondingly increase or decrease. Our gross profit, defined as Total revenues less Pharmacy and other service costs, could also increase or decrease as a result of changes in purchasing discounts. •The mix of claims generally considers the type of drug and distribution method used for dispensing and fulfilling. Types of drugs can have an impact on our Pharmacy revenues, Pharmacy and other service costs and gross profit, including amounts payable under certain financial and performance guarantees with our clients. In addition to the types of drugs, the mix of generic claims (i.e., generic fill rate) also impacts our gross profit. Generally, higher generic fill rates reduce revenues, as generic drugs are typically priced lower than the branded drugs they replace. However, as ingredient cost paid to pharmacies on generic drugs is incrementally lower than the price charged to our clients, higher generic fill rates generally have a favorable impact on our gross profit. The home delivery generic fill rate is currently lower than the network generic fill rate as fewer generic substitutions are available among maintenance medications (such as therapies for chronic conditions) commonly dispensed from home delivery pharmacies as compared to acute medications that are primarily dispensed by pharmacies in our retail networks. Furthermore, our gross profit differs among network, home delivery and specialty distribution methods and can impact our profitability. •Our client contract pricing is impacted by our ongoing ability to negotiate favorable contracts for pharmacy network, pharmaceutical and wholesaler purchasing and manufacturer rebates. As we seek to improve the effectiveness of our integrated solutions for the benefit of our clients, we are continuously innovating and improving affordability. Our gross profit could also increase or decrease as a result of drug purchasing contract initiatives implemented. Inflation also impacts our pricing because most of our contracts provide that we bill clients and pay pharmacies based on a generally recognized price index for pharmaceuticals. Therefore, the rate of inflation for prescription drugs and our efforts to manage this inflation for our clients continues to be a significant driver of our revenues and cost of revenues in the current environment. In this MD&A, we present revenues and gross profit, as well as adjusted revenues and adjusted gross profit, consistent with our segment reporting metrics, which exclude special items. For the year endedDecember 31, 2020 , we recorded an adjustment related to a former client contract that was excluded from our adjusted metrics. 67 --------------------------------------------------------------------------------
Results of Operations
Financial Summary
Change Favorable Change Favorable
For the Years Ended December 31, (Unfavorable) (Unfavorable)
(Dollars in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Total revenues $ 140,335 $ 131,912 $ 116,334 $ 8,423 6 % $ 15,578 13 %
Less: Contractual adjustment
for a former client - - (204) - N/M 204 N/M
Adjusted revenues (1) $ 140,335 $ 131,912 $ 116,130 $ 8,423 6 % $ 15,782 14 %
Pharmacy and other service
costs $ 131,284 $ 123,504 $ 108,537 $ 7,780 6 % $ 14,967 14 %
Gross profit (2) $ 9,051 $ 8,408 $ 7,797 $ 643 8 % $ 611 8 %
Adjusted gross profit (1),(2) $ 9,051 $ 8,408 $ 7,593 $ 643 8 % $ 815 11 %
Pre-tax adjusted income from
operations $ 6,127 $ 5,818 $ 5,363 $ 309 5 % $ 455 8 %
Pre-tax adjusted margin 4.4 % 4.4 % 4.6 % - bps (20) bps
Adjusted expense ratio (3) 2.0 % 1.9 % 1.9 % (10) bps
- bps
Selected Financial Information
Change Favorable Change Favorable
For the Years Ended December 31, (Unfavorable) (Unfavorable)
(Dollars and adjusted scripts in
millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Pharmacy revenue by distribution
channel
Adjusted network revenues (1) $ 64,946 $ 64,992 $ 56,181 - % 16 %
Adjusted home delivery and specialty
revenues (1) 61,283 54,391 49,886 13 9
Other pharmacy revenues 6,753 6,428 5,403 5 19
Total adjusted pharmacy revenues (1) $ 132,982 $ 125,811 $ 111,470 6 % 13 %
Adjusted fees and other revenues (1) 7,267 6,084 4,628 19 31
Net investment income 86 17 32 N/M (47)
Adjusted revenues (1) $ 140,335 $ 131,912 $ 116,130 6 % 14 %
Pharmacy script volume (4)
Adjusted network scripts 1,295 1,355 1,206 (4) % 12 %
Adjusted home delivery and specialty
scripts 280 283 287 (1) (1)
Total adjusted scripts 1,575 1,638 1,493 (4) % 10 %
Generic fill rate (5)
Network 86.4 % 85.4 % 87.4 % 100 bps (200) bps
Home delivery 85.1 % 85.9 % 85.2 % (80) bps 70 bps
Overall generic fill rate 86.3 % 85.5 % 87.2 % 80 bps (170) bps
(1) Total revenues and gross profit were equal to adjusted revenues and adjusted
gross profit for the years ended December 31, 2022 and December 31, 2021 as
there were no special items in those periods. Amounts exclude special items for
the year ended December 31, 2020 .
(2) Gross profit and adjusted gross profit are calculated as total revenues or
adjusted total revenues less pharmacy and other services costs.
(3) Adjusted expense ratio is calculated as selling, general and administrative
expenses as a percentage of adjusted revenues.
(4) Non-specialty network scripts filled through 90-day programs and home
delivery scripts are multiplied by three. All other network and specialty
scripts are counted as one script.
(5) Generic fill rate is defined as the total number of generic scripts divided
by the total overall scripts filled.
2022 versus 2021
Adjusted network revenues slightly decreased, reflecting a decrease in claims
volume; partially offset by inflation on branded drugs.
Adjusted home delivery and specialty revenues increased 13%, reflecting higher specialty claims volume, due in part to our collaboration with Prime Therapeutics, inflation on, and higher sales of, branded drugs. These increases were partially offset by lower home delivery claims volume.
Other pharmacy revenues increased 5%, reflecting higher volume from our
CuraScript SD business.
Adjusted fees and other revenues increased 19%, reflecting customer growth from
our continued contract affordability services and the growth of our Care
Delivery and Management Solutions.
68 -------------------------------------------------------------------------------- Adjusted gross profit and pre-tax adjusted income from operations increased 8% and 5%, respectively, reflecting continued contract affordability improvements and growth in our accelerated businesses; partially offset by strategic investments in expanding our services portfolio and digital capabilities, as well as lower volume in our network and home delivery businesses.
The adjusted expense ratio increased 10 bps, reflecting higher revenues and
expense discipline, which enabled us to increase strategic investments in
expanding our services portfolio and digital capabilities.
Cigna Healthcare Segment
Cigna Healthcare includes theU.S. Commercial,U.S. Government and International Health businesses, which provide comprehensive medical and coordinated solutions to clients and customers. As described in the introduction to Segment Reporting, performance of theCigna Healthcare segment is measured using adjusted revenues and pre-tax adjusted income from operations. Key factors affecting results for this segment include: •customer growth; •revenue growth; •percentage of Medicare Advantage customers in plans eligible for quality bonus payments; •medical costs as a percentage of premiums (medical care ratio or "MCR") for our insured businesses; and •selling, general and administrative expenses as a percentage of adjusted revenues (adjusted expense ratio). Results of Operations Financial Summary For the Years Ended Change Favorable Change Favorable December 31, (Unfavorable) (Unfavorable) (Dollars in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020 Adjusted revenues$ 45,036 $ 44,652 $ 41,135 $ 384 1 %$ 3,517 9 % Pre-tax adjusted income from operations$ 4,072 $ 3,609 $ 4,031 $ 463 13 %$ (422) (10) % Pre-tax adjusted margin 9.0 % 8.1 % 9.8 % 90 bps (170) bps Medical care ratio 81.7 % 84.0 % 78.3 % 230 bps (570) bps Adjusted expense ratio 21.8 % 21.0 % 23.5 % (80) bps 250 bps 2022 versus 2021 Adjusted revenues increased 1%, primarily reflecting increased specialty contributions, higher premium rates due to anticipated underlying medical cost trend and customer growth inInternational Health andU.S. Commercial, mostly offset by a decrease inU.S. Government customers, including the disposition of the Medicaid business, as well as lower net investment income.
Pre-tax adjusted income from operations increased 13%, primarily due to lower
medical care ratios in
specialty contributions in
investment income.
The medical care ratio decreased 230 bps, primarily due to lower medical costs, reflecting decreased direct COVID-19 testing, treatment and vaccine costs inU.S. Commercial andU.S. Government , as well as effective pricing execution, including affordability initiatives, partially offset byU.S. Government risk adjustment updates related to prior years. The adjusted expense ratio increased 80 bps, primarily due to a higher expense ratio inU.S. Government reflecting increased investments to support future growth as well as the disposition of the Medicaid business, partially offset by revenue growth and expense efficiencies inU.S. Commercial and International Health . 69
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Medical Customers
A medical customer is defined as a person meeting any one of the following
criteria:
•is covered under a medical insurance policy, managed care arrangement or service agreement issued by us; •has access to our provider network for covered services under their medical plan; or •has medical claims that are administered by us.
Cigna Healthcare Medical Customers
Change Favorable Change Favorable
As of December 31, (Unfavorable) (Unfavorable)
(In thousands) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Insured 4,756 4,757 4,538 (1) - % 219 5 %
U.S. Commercial 2,238 2,166 2,141 72 3 25 1
U.S. Government 1,349 1,510 1,387 (161) (11) 123 9
International Health (1) 1,169 1,081 1,010 88 8 71 7
Services only 13,248 12,324 12,112 924 7 212 2
U.S. Commercial 12,614 11,688 11,485 926 8 203 2
U.S. Government 5 - - 5 N/M - N/M
International Health (1) 629 636 627 (7) (1) 9 1
Total 18,004 17,081 16,650 923 5 % 431 3 %
(1)
owned subsidiaries.
Our medical customer base increased 5%, reflecting growth in our fee-based
products from Middle Market and Select market segments as well as growth in
customers, including the disposition of the Medicaid business.
See Part I, Item 1 of this Form 10-K for definitions of
market segments.
Unpaid Claims and Claim Expenses
As of December 31, Change Increase (Decrease) Change Increase (Decrease) (In millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020 Unpaid claims and claim expenses - Cigna Healthcare$ 4,176 $ 4,261 $ 3,695 $ (85) (2) % $ 566 15 % Our unpaid claims and claim expenses liability decreased 2%, primarily driven by lower Medicare Advantage volumes and the disposition of the Medicaid business, partially offset by higherU.S. Commercial volumes. 70 --------------------------------------------------------------------------------
Other Operations
Other Operations includes corporate owned life insurance ("COLI"), the
International businesses sold to Chubb on July 1, 2022 , our interest in a joint
venture in Türkiye sold to our partner in December 2022 , the Group Disability
and Life business sold on December 31, 2020 and the Company's run-off
operations. As described in the introduction of Segment Reporting, performance
of Other Operations is measured using adjusted revenues and pre-tax adjusted
income from operations.
Results of Operations
Financial Summary
Change Favorable Change Favorable
For the Years Ended December 31, (Unfavorable) (Unfavorable)
(Dollars in millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020
Adjusted revenues $ 2,262
$ (4,457) (53) % Pre-tax adjusted income from operations$ 500 $ 889 $ 966 $ (389) (44) % $ (77) (8) % Pre-tax adjusted margin 22.1 % 22.3 % 11.4 % (20) bps 1,090 bps 2022 versus 2021 Adjusted revenues and pre-tax adjusted income from operations decreased 43% and 44%, respectively, primarily due to the absence of revenues and earnings from the businesses divested in the Chubb transaction.
Other Items Related to the Divested International Businesses
Other Operations' adjusted revenues associated with the divested International businesses were 77% and 86% for 2022 and 2021, respectively. Other Operation's pre-tax adjusted income from operations associated with the divested International businesses were 83% and 89% for 2022 and 2021, respectively.
Corporate
Corporate reflects amounts not allocated to operating segments, including net
interest expense (defined as interest on corporate debt less net investment
income on investments not supporting segment and other operations), certain
litigation matters, expense associated with our frozen pension plans, charitable
contributions, operating severance, certain overhead and enterprise-wide project
costs and intersegment eliminations for products and services sold between
segments.
Financial Summary
For the Years Ended December 31, Change Favorable (Unfavorable) Change
Favorable (Unfavorable) (In millions) 2022 2021 2020 2022 vs. 2021 2021 vs. 2020 Pre-tax adjusted loss from operations$ (1,466) $ (1,339) $ (1,552) $ (127) (9) %$ 213 14 % 2022 versus 2021
Pre-tax adjusted loss from operations increased 9%, reflecting an increase in
operating expenses for enterprise-wide initiatives.
71 --------------------------------------------------------------------------------
INVESTMENT ASSETS
The following table presents our investment asset portfolio excluding separate
account assets. Additional information regarding our investment assets is
included in Notes 11, 12, 13 and 15 to the Consolidated Financial Statements.
December 31, December 31,
(In millions) 2022 2021
Debt securities $ 9,872 $ 16,958
Equity securities 622 603
Commercial mortgage loans 1,614 1,566
Policy loans 1,218 1,338
Other long-term investments 3,728 3,574
Short-term investments 139 428
Total 24,467
Investments classified as Assets of businesses held for sale(1) (5,109)
Investments per Consolidated Balance Sheets $
17,193
(1) Investments related to the divested International businesses that were held for sale. See Note 4 to the Consolidated Financial Statements for additional information. Investment Outlook We continue to actively monitor economic conditions including the impact of inflation, higher interest rates and the potential for a recession in 2023 on the portfolio. Future realized and unrealized investment results will be driven largely by market conditions and these future conditions are not reasonably predictable. We believe that the vast majority of our investments will continue to perform under their contractual terms. We manage the portfolio for long-term economics and therefore we expect to hold a significant portion of these assets for the long term. The following discussion addresses the strategies and risks associated with our various classes of investment assets. Although future declines in investment fair values remain possible due to interest rate movements and credit deterioration due to both investment-specific uncertainties and global economic uncertainties as discussed below, we do not expect these losses to have a material adverse effect on our financial condition or liquidity.
Investments in debt securities include publicly traded and privately placed
bonds, mortgage and other asset-backed securities and preferred stocks
redeemable by the investor. These investments are classified as available for
sale and are carried at fair value in our Consolidated Balance Sheets.
Additional information regarding valuation methodologies, key inputs and
controls is included in Note 12 to the Consolidated Financial Statements.
The following table reflects our portfolio of debt securities by type of issuer:
December 31, December 31,
(In millions) 2022 2021
Federal government and agency $ 312 $ 387
State and local government 41 171
Foreign government 365 2,616
Corporate 8,806 13,266
Mortgage and other asset-backed 348 518
Total $ 9,872 $ 16,958
Our debt securities portfolio decreased during the year ended December 31, 2022
primarily due to the completion of the Chubb transaction during the third
quarter (see Note 4 to the Consolidated Financial Statements) and a decrease in
valuations due to a significant rise in interest rates, causing our portfolio to
change to a net unrealized depreciation position at December 31, 2022 , from a
net unrealized appreciation position at December 31, 2021 . More detailed
information about debt securities by type of issuer, maturity dates and net
unrealized position is included in Note 11 to the Consolidated Financial
Statements.
As of December 31, 2022 , $8.0 billion , or 81%, of the debt securities in our
investment portfolio were investment grade (Baa and above, or equivalent) and
the remaining $1.9 billion were below investment grade. The majority of the
bonds that are below investment grade were rated at the higher end of the
non-investment grade spectrum. These quality characteristics have not materially
changed since the prior year and remain consistent with our investment strategy.
Debt securities include private placement assets of $4.1 billion . These
investments are generally less marketable than publicly traded bonds; however,
yields on these investments tend to be higher than yields on publicly traded
bonds with comparable credit risk. We
72
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perform a credit analysis of each issuer and require financial and other
covenants that allow us to monitor issuers for deteriorating financial strength
and pursue remedial actions, if warranted.
Investments in debt securities are diversified by issuer, geography and industry. On an aggregate basis, the debt securities portfolio continues to perform according to original expectations, which includes a long-term economic investment strategy. Elevated global inflation and rising interest rates experienced during 2022, as well as continuing supply chain disruptions are the primary risks that many of the issuers in our portfolio are facing. To date, most issuers have been successful in managing the cost escalation and product shortages without undue margin pressure. We continue to monitor the economic environment and its effect on our portfolio and consider the impact of various factors in determining the allowance for credit losses on debt securities, which is discussed in Note 11 to the Consolidated Financial Statements.
Commercial Mortgage Loans
As ofDecember 31, 2022 , our$1.6 billion commercial mortgage loan portfolio consisted of approximately 50 fixed-rate loans, diversified by property type, location and borrower. These loans are carried in our Consolidated Balance Sheets at their unpaid principal balance, net of an insignificant allowance for expected credit losses. As a result of increasing market interest rates since the majority of these loans were made, the carrying value exceeds the market value of these loans as ofDecember 31, 2022 . See Note 12 to the Consolidated Financial Statements for further details. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash invested in the property generally ranging between 30 and 40%, we remain confident that the vast majority of borrowers will continue to perform as expected under their contract terms. For further discussion of the results and changes in key loan metrics, see Note 11 to the Consolidated Financial Statements. Loans are secured by high quality commercial properties, located in strong institutional markets and are generally made at less than 65% of the property's value at origination of the loan. Property value, debt service coverage, quality, building tenancy and stability of cash flows are all important financial underwriting considerations. We hold no direct residential mortgage loans and do not originate or service securitized mortgage loans. We assess the credit quality of our commercial mortgage loan portfolio annually, generally in the second fiscal quarter by reviewing each holding's most recent financial statements, rent rolls, budgets and relevant market reports. The review performed in the second quarter of 2022 confirmed ongoing strong overall credit quality in line with the previous year's results.
Office sector fundamentals have been and continue to be weak and values are
experiencing stress due to multiple headwinds: expanded work from home
flexibility, shorter term leases, elevated tenant improvement allowances and
corporate migration to lower cost states. Additionally, the current
macroeconomic headwinds are impacting capital markets and reducing investor
appetite for capital intensive assets (e.g., offices and regional shopping
malls). Our commercial mortgage loan portfolio has no exposure to regional
shopping malls and less than 30% exposure to office properties.
Other Long-term Investments
Other long-term investments of$3.7 billion as ofDecember 31, 2022 included investments in securities limited partnerships and real estate limited partnerships, direct investments in real estate joint ventures and other deposit activity that is required to support various insurance and health services businesses. Accounting policies for these investments are discussed in Note 11 to the Consolidated Financial Statements. The increase in other long-term investments of$0.2 billion sinceDecember 31, 2021 is primarily driven by net additional funding activity partially offset by the effects of completing the Chubb transaction during the third quarter of 2022 (see Note 4 to the Consolidated Financial Statements). These limited partnership entities typically invest in mezzanine debt or equity of privately-held companies and equity real estate. Given our subordinate position in the capital structure of these underlying entities, we assume a higher level of risk for higher expected returns. To mitigate risk, these investments are diversified across approximately 190 separate partnerships and 90 general partners who manage one or more of these partnerships. Also, the underlying investments are diversified by industry sector or property type and geographic region. No single partnership investment exceeded 3% of our securities and real estate limited partnership portfolio. Income from our limited partnership investments is generally reported on a one quarter lag due to the timing of when financial information is received from the general partner or manager of the investments. Our Net investment income during 2022 was strong, but decreased significantly year over year as 2021 reflected even stronger corporate earnings and higher public and private asset valuations as a result of the broad recovery coming out of the COVID-19 pandemic. We expect continued volatility in private equity and real estate fund performance going forward as fair market valuations are adjusted to reflect market and portfolio transactions. Less than 5% of our other long-term investments are exposed to real estate in the office sector.
We participate in an insurance joint venture in
interest. We account for this joint venture under the equity method of
accounting and report our share of the net assets of
assets. Our 50% share of the investment portfolio
73 -------------------------------------------------------------------------------- supporting the joint venture's liabilities is approximately$9.2 billion as ofDecember 31, 2022 . These investments were comprised of approximately 75% debt securities, including government and corporate debt diversified by issuer, industry and geography; 15% equities, including mutual funds, equity securities and private equity partnerships; and 10% long-term deposits and policy loans. We participate in the approval of the joint venture's investment strategy and continuously review its execution. There were no investments with a material unrealized loss as ofDecember 31, 2022 .
MARKET RISK
Financial Instruments
Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Consistent with disclosure requirements, the following items have been excluded from this consideration of market risk for financial instruments: •changes in the fair values of insurance-related assets and liabilities because their primary risks are insurance rather than market risk; •changes in the fair values of investments recorded using the equity method of accounting and liabilities for pension and other postretirement and postemployment benefit plans (and related assets); and •changes in the fair values of other significant assets and liabilities, such as goodwill, deferred policy acquisition costs, taxes and various accrued liabilities. Because they are not financial instruments, their primary risks are other than market risk. Our primary market risk exposures changed significantly sinceDecember 31, 2021 as a result of completing the Chubb transaction during the third quarter 2022, as described in Note 4 to the Consolidated Financial Statements. Our exposure to foreign currency exchange rate risk from financial instruments is no longer significant. Excluding the items noted in the paragraph above, our primary market risk exposure from financial instruments is our interest-rate risk exposure to fixed-rate, medium-term instruments. Changes in market interest rates affect the value of instruments that promise a fixed return.
Our Management of Market Risks
We predominantly rely on three techniques to manage our exposure to market risk:
•Investment/liability matching. We generally select investment assets with characteristics (such as duration, yield, currency and liquidity) that correspond to the underlying characteristics of our related insurance and contractholder liabilities so that we can match the investments to our obligations. Shorter-term investments generally support shorter-term life and health liabilities. Medium-term, fixed-rate investments support interest-sensitive and health liabilities. Longer-term investments generally support products with longer payout periods such as annuities. •Use of local currencies for foreign operations. We generally conduct our international business through foreign operating entities that maintain assets and liabilities in local currencies. This technique limits exchange rate risk to our net assets. •Use of derivatives. We use derivative financial instruments to reduce our primary market risks. See Note 11 to the Consolidated Financial Statements for additional information about derivative financial instruments.
Effect of Market Fluctuations
We determine the sensitivity of our financial instruments, primarily debt
securities and commercial mortgage loans, to our primary market risk exposure by
estimating the present value of future cash flows using various models,
primarily duration modeling. According to this analysis, assuming a 100 basis
point increase in interest rates, the effect of hypothetical changes in market
rates on the fair value of certain financial instruments, subject to the
exclusions noted above (particularly insurance liabilities), would have been as
follows:
Market scenario for certain non-insurance financial instruments
Loss in Fair Value
December 31, December 31,
(in billions) 2022 2021
100 basis point increase in interest rates (excluding the Company's
long-term debt)
In the event of a hypothetical 100 basis point increase in interest rates, the fair value of the Company's long-term debt would decrease approximately$1.8 billion atDecember 31, 2022 and$2.9 billion atDecember 31, 2021 . Changes in the fair value of our long-term debt do not impact our financial position or operating results since long-term debt is not required to be recorded at fair value. See Note 7 to the Consolidated Financial Statements for additional information about the Company's debt. 74 -------------------------------------------------------------------------------- The decrease in the effect of this hypothetical change in interest rates is a result of decreases in the fair value of our debt securities and long-term debt sinceDecember 31, 2021 , as well as disposals associated with completing the Chubb transaction during the third quarter of 2022, see Note 4 to the Consolidated Financial Statements for further details.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the caption "Market Risk" in the MD&A section of
this Form 10-K is incorporated by reference.
75
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