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) August 2, 2018

(Exact name of registrant as specified in its charter)

900 Cottage Grove Road

 (Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:

 (860) 226-6000

 (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:

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. ☐

 

 

 

On August 2, 2018, Cigna Corporation issued a press release announcing results for the three months ended June 30, 2018.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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 Current Report on Form 8-K, except as shall be expressly set forth by specific reference in such a filing.

 

 

 

 

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.

NEWS RELEASE

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CIGNA REPORTS STRONG SECOND QUARTER 2018 RESULTS, RAISES OUTLOOK

o

Total revenues1 increased 10% to $11.5 billion in the second quarter

o

Shareholders’ net income for the second quarter was $806 million, or $3.29 per share

o

Adjusted income from operations2 in the second quarter was $955 million, or $3.89 per share

o

Adjusted income from operations2,3,4 is now projected to grow in the range of 25% to 28%, to $3.34 billion to $3.42 billion in 2018, or $13.60 to $13.90 per share4

BLOOMFIELD, CT, August 2, 2018 – Cigna Corporation (NYSE: CI) today reported second quarter 2018 results, with strong performance across the company’s Global Health Care, Global Supplemental Benefits, and Group Disability and Life businesses.

“Cigna continues to deliver innovative solutions that expand choice, transparency and quality for our customers and clients," said David M. Cordani, President and Chief Executive Officer.  “Our strong second quarter results once again reflect the consistent effective execution of our global strategy, which will be further enhanced through our pending combination with Express Scripts.”

Total revenues¹ in the quarter were $11.5 billion, an increase of 10% over second quarter 2017, led by continued strong business growth in Cigna's Global Health Care and Global Supplemental Benefits segments.

For the second quarter of 2018, shareholders’ net income was $806 million, or $3.29 per share, compared with $813 million, or $3.15 per share, for the second quarter of 2017.

Cigna's adjusted income from operations² for the second quarter of 2018 was $955 million, or $3.89 per share, compared with $750 million, or $2.91 per share, for the second quarter of 2017.  This represents per share growth of 34% and reflects continued strong contributions from each of the company’s growth platforms.

Reconciliations of shareholders’ net income to adjusted income from operations² are provided on the following page, and on Exhibit 2 of this earnings release.

 

 

 

CONSOLIDATED HIGHLIGHTS

The following table includes highlights of results and reconciliations of total revenues to consolidated operating revenues⁵ and shareholders’ net income to adjusted income from operations²:

·	Cash and marketable investments at the parent company were $1.2 billion at June 30, 2018 and December 31, 2017.

·	Year to date, as of August 1, 2018, the company repurchased 1.3 million shares of common stock for approximately $275 million.  The company does not expect to conduct additional share repurchases prior to closing of the Express Scripts combination.

 

 

HIGHLIGHTS OF SEGMENT RESULTS

See Exhibit 2 for a reconciliation of shareholders’ net income to adjusted income (loss) from operations².

This segment includes Cigna’s Commercial and Government businesses that deliver medical and specialty health care products and services to domestic and multi-national clients and customers using guaranteed cost, retrospectively experience-rated and administrative services only (“ASO”) funding arrangements.  Specialty health care includes behavioral, dental, disease and medical management, stop loss and pharmacy-related products and services.

·

Second quarter 2018 operating revenues increased 12% relative to second quarter 2017, driven by Commercial customer growth and expansion of specialty relationships, as well as premium increases consistent with underlying cost trends.

·

Cigna's medical customer base7 at the end of second quarter 2018 totaled 16.2 million, an increase of 329,000 customers year to date, driven by continued organic growth in our Select, Middle Market, and Individual segments.

·

Second quarter 2018 adjusted income from operations2 and adjusted margin, after-tax6 reflect medical and specialty business growth, strong medical cost performance, a lower tax rate and favorable prior year reserve development.  Prior year reserve development for second quarter 2018, first quarter 2018, and second quarter 2017 on an after-tax basis was $23 million, $43 million, and $36 million, respectively.

 

 

·

The Total Commercial medical care ratio8 (“MCR”) of 76.3% for second quarter 2018 reflects the consistent strong performance of our Commercial Employer business, favorability in Individual, the pricing effect of the resumption of the health insurance tax, and favorable prior year reserve development.

·

The Total Government MCR8 of 83.7% for second quarter 2018 reflects solid execution in both Medicare Advantage and Part D.

·

The second quarter 2018 Global Health Care operating expense ratio8 of 22.7% reflects the return of the health insurance tax, ongoing investments in growth and innovation, and continued effective expense management.

·

Global Health Care net medical costs payable9 was approximately $2.76 billion at June 30, 2018 and $2.45 billion at December 31, 2017.

 

 

 

This segment includes Cigna’s global individual supplemental health, life and accident insurance business, primarily in Asia, and Medicare supplement coverage in the United States.

Financial Results (dollars in millions, policies in thousands):

·	Global Supplemental Benefits delivered strong revenue growth and margins in second quarter 2018, as we further deepen our customer relationships and broaden our distribution capabilities in our targeted markets.

·	Second quarter 2018 operating revenues10 grew 16% over second quarter 2017, primarily reflecting continued business growth.

·	Second quarter 2018 adjusted income from operations2 and adjusted margin, after-tax6 reflect business growth and strong operating expense management.

 

This segment includes Cigna’s group disability, life and accident insurance operations.

Financial Results (dollars in millions):

·	Second quarter 2018 adjusted income from operations2 and adjusted margin, after-tax6 reflect solid disability performance and favorable life results.

 

Adjusted loss from operations² for Cigna's remaining operations is presented below:

·	Second quarter 2018 adjusted loss from operations2 increased relative to second quarter 2017 primarily driven by lower corporate tax benefits.

 

 

 

2018 OUTLOOK

Cigna's outlook for full year 2018 consolidated adjusted income from operations^2,3,4 is in the range of $3.34 billion to $3.42 billion, or $13.60 to $13.90 per share.  Cigna’s outlook excludes the impact of additional prior year reserve development and potential effects of any future capital deployment⁴.

The foregoing statements represent the company’s current estimates of Cigna's 2018 consolidated and segment adjusted income from operations^2,3,4 and other key metrics as of the date of this release.  Actual results may differ materially depending on a number of factors.  Investors are urged to read the Cautionary Note Regarding Forward-Looking Statements included in this release.  Management does not assume any obligation to update these estimates.

This quarterly earnings release and the Quarterly Financial Supplement are available on Cigna’s website in the Investor Relations section (http://www.cigna.com/aboutcigna/investors).  Management will be hosting a conference call to review second quarter 2018 results and discuss full year 2018 outlook beginning at 8:30 a.m. EDT.  A link to the conference call is available at www.cigna.com under the About Cigna, Investor Relations section.

 

 

 

Earnings Conference Call

The call-in numbers for the conference call are as follows:

	Live Call
	(888) 324-7575 (Domestic)
	(210) 234-0013  (International)
	Passcode: 8022018
	Replay
	(800) 391-9847  (Domestic)
	(402) 220-3093  (International)

 

 It is strongly suggested you dial in to the conference call by 8:15 a.m. EDT.

About Cigna

Cigna Corporation (NYSE: CI) is a global health service company dedicated to helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Cigna Health and Life Insurance Company, Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Life Insurance Company of New York, or their affiliates. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna maintains sales capability in over 30 countries and jurisdictions, and has more than 95 million customer relationships throughout the world. To learn more about Cigna®, including links to follow us on Facebook or Twitter, visit www.cigna.com. For more information about Cigna's proposed acquisition of Express Scripts, please visit www.advancinghealthcare.com.

Notes:

1.

Effective January 1, 2018, the company adopted Accounting Standards Update 2014-09 “Revenue from Contracts with Customers” through full retrospective restatement. The adoption of ASU 2014-09 had no impact to shareholders’ net income, adjusted income from operations or cash flows, however the adoption resulted in certain reclassifications in the Consolidated and Global Health Care Segment income statements.  Additional information regarding adoption of the new revenue accounting standard is available in the company’s Form 10-Q expected to be filed on August 2, 2018.

2.

Adjusted income (loss) from operations is defined as shareholders’ net income (loss) excluding the following after-tax adjustments: net realized investment results, net amortization of other acquired intangible assets and special items.  Special items are identified in Exhibit 2 of this earnings release.

Adjusted income (loss) from operations is a measure of profitability used by Cigna’s management because it presents the underlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income.  This consolidated measure is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. See Exhibits 1 and 2 for a reconciliation of adjusted income from operations to shareholders’ net income.

3.

Management is not able to provide a reconciliation to shareholders’ net income (loss) on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including (i) future net realized investment results 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.

 

 

 

4.

The company’s outlook excludes the potential effects of any share repurchases or business combinations that may occur after the date of this earnings release.  Also, the company’s outlook is presented on the basis of the new revenue accounting standard (ASU 2014-09) adopted effective January 1, 2018.

5.

The measure “consolidated operating 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.”  We define consolidated operating revenues as total revenues excluding realized investment results.  Investments gains or losses are managed based on factors largely unrelated to the underlying business purpose of each segment and are not indicative of the underlying performance of our core business operations, so they are excluded from consolidated operating revenues.  See Exhibit 1 for a reconciliation of consolidated operating revenues to total revenues.

6.

Adjusted margin, after-tax, is calculated by dividing adjusted income (loss) from operations by operating revenues for each segment.

7.

Global medical customers include individuals who meet any one of the following criteria: are covered under a medical insurance policy, managed care arrangement, or service agreement issued by Cigna; have access to Cigna's provider network for covered services under their medical plan; or have medical claims and services that are administered by Cigna.

8.

Operating ratios are defined as follows:

·

Total Commercial medical care ratio represents medical costs as a percentage of premiums for all commercial risk products, including medical, pharmacy, dental, stop loss and behavioral products provided through guaranteed cost or experience-rated funding arrangements in both the United States and internationally.

·

Total Government medical care ratio represents medical costs as a percentage of premiums for Medicare Advantage, Medicare Part D, and Medicaid products.

·

Global Health Care operating expense ratio represents operating expenses excluding acquisition related amortization expense as a percentage of operating revenue in the Global Health Care segment.

9.

Global Health Care medical costs payable are presented net of reinsurance and other recoverables.  The gross Global Health Care medical costs payable balance was $3.01 billion as of June 30, 2018 and $2.72 billion as of December 31, 2017.

10.

Cigna owns a 50% noncontrolling interest in its China joint venture and a 49% noncontrolling interest in its India joint venture.  Only Cigna's proportional share of these joint ventures’ earnings is reported in Operating Revenues using the equity method of accounting under GAAP.  The policy counts for the Global Supplemental Benefits segment do not include the China and India joint ventures.

11.

Medical cost trend includes all U.S. commercial employer funding arrangements.

12.

The measure “consolidated adjusted tax rate” is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, “consolidated effective tax rate.”  We define consolidated adjusted tax rate as the income tax rate applicable to the company’s pre-tax income excluding net realized investment results, net amortization of other acquired intangible assets and special items.  Management is not able to provide a reconciliation to the consolidated effective tax rate on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including (i) future net realized investment results and (ii) future special items.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made with respect to information contained in this release, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Cigna's current expectations and projections about future trends, events and uncertainties. These statements are not historical facts.  Forward-looking statements may include, among others, statements concerning our projected adjusted income (loss) from operations outlook for 2018, on both a consolidated and segment basis; projected total revenue growth and global medical customer growth, each over year end 2017; projected growth beyond 2018; projected medical care and operating expense ratios and medical cost trends; our projected consolidated adjusted tax rate; future financial or operating performance, including our ability to deliver personalized and innovative solutions for our customers and clients; future growth, business strategy, strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years;  the proposed merger (the “Merger”) with Express Scripts Holding Company (“Express Scripts”) and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or performance.  You may identify forward-looking statements by the use of words such as “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “may,” “should,” “will” or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.   

Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; the possibility that the anticipated benefits from the merger cannot be realized in full, or at all or may take longer to realize than expected; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management’s attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; 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 on the Investor Relations section of www.cigna.com as well as on Express Scripts’ most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available on the Investor Relations section of www.express-scripts.com. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify.  Cigna undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

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(1) Beginning in 2018, includes Cigna's share of the realized investment results of its joint ventures in China and India.

(2) For additional information related to a one-time tax benefit of approximately $60 million recorded in the second quarter of 2017, please refer to Note 3 to the Consolidated Financial Statements in Cigna's Form 10-Q for the period ended June 30, 2018 expected to be filed on August 2, 2018.