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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December
4, 2023
The Cigna Group
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation) |
001-38769
(Commission File Number) |
82-4991898
(IRS Employer
Identification No.) |
900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code:
(860) 226-6000
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, Par Value $0.01 |
CI |
New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 7.01 |
Regulation FD Disclosure. |
2023 Outlook Affirmation
The Cigna Group (the “Company” or
“our”) officials expect to participate in meetings with investors and analysts over the next several weeks. During these meetings,
The Cigna Group officials expect to reaffirm projected full year 2023 consolidated adjusted income from operations on a per share basis
of at least $24.75 per share.
The Cigna Group previously discussed its full
year 2023 outlook in its press release and investor presentation dated November 2, 2023, and during the related investor conference call.
The press release, presentation and the conference call transcript are available in the Investor Relations section of The Cigna Group’s
website located at www.thecignagroup.com. Forward-looking statements in these documents and the related call speak only as of the date
they were made.
Adjusted income (loss) from operations is
a principal financial measure of profitability used by The Cigna Group’s management because it presents the underlying results of
operations of the Company’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. The Cigna Group’s share of certain realized investment results of its joint ventures reported in the Cigna
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.
Management is not able to provide a reconciliation
of adjusted income from operations to shareholders’ net income (including on a per share basis) 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 could vary materially.
This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report,
except as shall be expressly set forth by specific reference in such a filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
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 The Cigna Group's current expectations
and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may
include, among others, statements concerning our projected adjusted income from operations outlook for 2023 on a consolidated, per share,
and segment basis; projected weighted average shares outstanding; future dividends; future financial or operating performance, including
our ability to improve the health and vitality of those we serve; future growth, business strategy and 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 and interest rate pressures; financing or capital deployment plans and amounts available for future deployment;
our prospects for growth in the coming years; strategic transactions; expectations related to our Medicare Advantage Capitation Rates;
and other statements regarding The Cigna Group’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.
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; 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 with producers and consultants; our
ability to maintain relationships with one or more key pharmaceutical manufacturers or if payments made or discounts provided decline;
changes in the pharmacy provider marketplace or pharmacy networks; changes in drug pricing or industry pricing benchmarks; 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; political, legal, operational, regulatory, economic and other risks
that could affect our multinational operations, including currency exchange rates; risks related to strategic transactions and realization
of the expected benefits of such transactions, 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; 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,
the risk of a recession or other economic downturn and resulting impact on employment metrics, stock market or changes in interest rates
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; credit risk related to our reinsurers; as well as more specific risks and uncertainties
discussed in our most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available through the Investor Relations
section of www.thecignagroup.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. The Cigna Group 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
THE CIGNA GROUP |
|
|
Date: December 4, 2023 |
By: |
/s/ Brian C. Evanko |
|
|
Brian C. Evanko |
|
|
Executive Vice President and Chief Financial Officer |
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