Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Consolidated Results of Operations (GAAP Basis) |
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| Financial Summary |
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| For the Years Ended December 31, | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||||
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| (in millions) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Premiums | $ | 36,113 | $ | 32,491 | $ | 30,824 | $ | 3,622 | | 11 | % | $ | 1,667 | | 5 | % | |||||||
| Fees and other revenues | 5,578 | 5,110 | 4,901 | 468 | 9 | 209 | 4 | ||||||||||||||||
| Pharmacy revenues | | 5,479 | | 2,979 | | 2,966 | | 2,500 | | 84 | | 13 | | – | |||||||||
| Net investment income | 1,480 | 1,226 | 1,147 | 254 | 21 | 79 | 7 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | 48,650 | | 41,806 | | 39,838 | | 6,844 | | 16 | | 1,968 | | 5 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Medical costs and other benefit expenses | 27,528 | 25,263 | 24,341 | 2,265 | 9 | 922 | 4 | ||||||||||||||||
| Pharmacy and other service costs | | 4,793 | | 2,456 | | 2,468 | | 2,337 | | 95 | | (12 | ) | | – | ||||||||
| Selling, general and administrative expenses | 11,934 | 10,030 | 9,790 | 1,904 | 19 | 240 | 2 | ||||||||||||||||
| Amortization of acquired intangible assets | | 235 | | 115 | | 151 | | 120 | | 104 | | (36 | ) | | (24 | ) | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Total benefits and expenses | 44,490 | 37,864 | 36,750 | 6,626 | 17 | 1,114 | 3 | ||||||||||||||||
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| Income from operations | | 4,160 | | 3,942 | | 3,088 | | 218 | | 6 | | 854 | | 28 | |||||||||
| Interest expense and other | (498) | (252) | (278) | (246) | (98 | ) | 26 | 9 | |||||||||||||||
| Debt extinguishment costs | | – | | (321) | | – | | 321 | | 100 | | (321 | ) | | N/M | ||||||||
| Net realized investment gains (losses) | (81) | 237 | 169 | (318) | (134 | ) | 68 | 40 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Income before income taxes | | 3,581 | | 3,606 | | 2,979 | | (25) | | (1 | ) | | 627 | | 21 | ||||||||
| Income taxes | 935 | 1,374 | 1,136 | (439) | (32 | ) | 238 | 21 | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | 2,646 | | 2,232 | | 1,843 | | 414 | | 19 | | 389 | | 21 | |||||||||
| Less: net income (loss) attributable to noncontrolling | |||||||||||||||||||||||
| interests | 9 | (5) | (24) | 14 | 280 | 19 | 79 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Shareholders' net income | $ | 2,637 | $ | 2,237 | $ | 1,867 | $ | 400 | | 18 | % | $ | 370 | | 20 | % | |||||||
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| Consolidated effective tax rate | 26.1% | 38.1% | 38.1% | 1,200bps | –bps | ||||||||||||||||||
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| Medical customers (in thousands) | | | | | | | | ||||||||||||||||
| Integrated Medical | 15,389 | 14,828 | 13,970 | 561 | 4 | % | 858 | 6 | % | ||||||||||||||
| International Markets | | 1,572 | | 1,549 | | 1,488 | | 23 | | 1 | | 61 | | 4 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Total | 16,961 | 16,377 | 15,458 | 584 | 4 | % | 919 | 6 | % | ||||||||||||||
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| Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations (non-GAAP): |
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| **Diluted Earnings Per Share ** | ||||||||||||||||||
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| For the Years Ended December 31, | **For the Years Ended December 31, ** | |||||||||||||||||
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| (Dollars in millions, except per share amounts) | 2018 | 2017 | 2016 | 2018 | 2017 | **2016 ** | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Shareholders' net income | $ | 2,637 | $ | 2,237 | $ | 1,867 | $ | 10.54 | $ | 8.77 | $ | 7.19 | ||||||
| – Adjustment for transitioning clients | (47) | – | – | (0.19) | – | – | ||||||||||||
| – Net realized investment losses (gains) | | 104 | | (156) | | (109) | | 0.42 | | (0.61) | | (0.42) | ||||||
| – Amortization of acquired intangible assets | 177 | 66 | 94 | 0.71 | 0.26 | 0.36 | ||||||||||||
| Special items | | | | | | | ||||||||||||
| – Transaction-related costs (see Note 3 to our Consolidated Financial Statements) | 669 | 33 | 147 | 2.67 | 0.13 | 0.56 | ||||||||||||
| – Charges associated with litigation matters discussed in Note 19D. to our Consolidated Financial Statements | | 19 | | – | | 25 | | 0.08 | | – | | 0.10 | ||||||
| – U.S. tax reform (see Note 18 to our Consolidated Financial Statements) | (2) | 196 | – | (0.01) | 0.77 | – | ||||||||||||
| – Debt extinguishment costs (see Note 5 to our Consolidated Financial Statements) | | – | | 209 | | – | | – | | 0.82 | | – | ||||||
| – Long-term care guaranty fund assessment (see Note 19C. to our Consolidated Financial Statements) | – | 83 | – | – | 0.32 | – | ||||||||||||
| – Risk corridor allowance (see Note 21 to our Consolidated Financial Statements) | | – | | – | | 80 | | – | | – | | 0.31 | ||||||
| | | | | | | | | | | | | | | | | | | |
| Adjusted income from operations | $ | 3,557 | $ | 2,668 | $ | 2,104 | $ | 14.22 | $ | 10.46 | $ | 8.10 | ||||||
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| 44 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Earnings and Revenue Commentary |
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Shareholders' net income increased in 2018 compared with 2017, primarily driven by a lower effective tax rate. Income before income taxes was essentially flat, reflecting higher adjusted income from operations, largely offset by reduced realized investment results and higher special item charges due to transaction costs associated with the Express Scripts acquisition. In 2017, the increase in shareholders' net income as compared to 2016 was due to higher adjusted income from operations, with special item charges for debt extinguishment costs and charges resulting from U.S. Tax reform partially offsetting the increase.
Adjusted income from operations increased in 2018 compared with 2017, primarily due to earnings growth across all of our segments, including contributions from the acquired Express Scripts business and the lower effective tax rate in 2018. In 2017, the increase in adjusted income from operations compared with 2016 was due to earnings growth across all of our segments.
Medical customers increased in both 2018 and 2017, compared with each prior year primarily resulting from growth in the Commercial and Government segments. See the Integrated Medical segment section for additional discussion.
Revenues increased in both 2018 and 2017, primarily due to business growth in the Integrated Medical and International Markets segments. In 2018, revenues from the acquired Express Scripts business of $2.6 billion also contributed to the increase. Detailed revenue items are discussed further below.
Premiums increased in 2018 compared with 2017, primarily reflecting customer growth in Integrated Medical including contributions from specialty products as well as growth in International Markets. Also contributing to the increase were higher premium rates in our Integrated Medical segment driven by: 1) underlying medical trend; 2) suspension of the government's cost share reduction subsidies; and 3) resumption of the health insurance industry tax. The increase in 2017 compared with 2016 primarily resulted from customer growth in the Commercial segment and in International Markets, partially offset by decreases in Government segment premiums due to Medicare disenrollment.
Pharmacy revenues increased in 2018 compared with 2017 primarily resulting from contributions from the acquired Express Scripts business. See the Health Services section of this MD&A for further discussion of pharmacy revenues and costs.
Fees and other revenues. The increases in both 2018 and 2017 compared with each prior year were primarily attributable to growth in our specialty businesses and an increased customer base for our administrative services only ("ASO") business. In 2018, contributions from the acquired Express Scripts business also contributed to the increase.
Net investment income was higher in 2018 compared with 2017, reflecting growth in average assets and higher yields, largely driven by increased partnership income. Net investment income in 2018 also included $123 million earned from proceeds on the debt issued in September 2018 that is reported as a special item. Those debt proceeds were used to finance the Express Scripts acquisition on December 20, 2018. In 2017, net investment income increased compared with 2016, driven by growth in average invested assets, partially offset by lower yields.
| Commentary on Other Components of Consolidated Results of Operations |
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Medical costs and other benefit expenses increased in both 2018 and 2017, compared with the prior year, reflecting customer growth in Integrated Medical and International Markets, as well as medical cost inflation in Integrated Medical.
Selling, general and administrative expenses increased in 2018 compared with 2017, driven by higher transaction-related costs associated with the acquisition of Express Scripts, resumption of the health insurance industry tax and volume-based expenses reflecting business growth. In 2017, the increase in selling, general and administrative expenses compared with 2016 reflected a long-term care guaranty fund assessment and higher volume-based expenses reflecting business growth. These increases were offset by suspension of the health insurance industry tax in 2017 and a reduction in costs related to our Center for Medicare and Medicaid Services ("CMS") audit response.
Amortization of acquired intangible assets increased in 2018 compared with 2017, primarily reflecting the impact of the acquired Express Scripts business. The decrease in 2017 compared with 2016 was driven by the expected continuing decline in amortization from our 2012 acquisition of HealthSpring, Inc.
Interest expense and other increased significantly in 2018 compared with 2017, primarily due to $227 million of interest incurred on debt issued in the third quarter of 2018 prior to the acquisition of Express Scripts. This amount is included in the overall special item for transaction-related costs, net of $123 million of investment income earned on the debt proceeds through the closing date of the transaction.
Realized investment results declined significantly in 2018 compared with 2017, resulting from lower gains on sales of alternative, partnership and fixed maturity investments as well as mark-to-market losses on equity securities reported in net income as required by Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Liabilities, beginning in 2018 (see Note 2 to our Consolidated Financial Statements). In 2017, realized investment results increased compared with 2016, primarily due to higher gains on sales of alternative and real estate investments, as well as lower impairment losses.
The consolidated effective tax rate decreased in 2018 compared with 2017, primarily due to a lower U.S. tax rate in 2018, partially offset by resumption of the non-deductible health insurance industry tax and the absence of the incremental tax benefit recognized in the second quarter of 2017 for certain transaction costs associated with the terminated merger with Anthem. In 2017, the effective tax rate was flat compared with 2016. The unfavorable impact of additional tax expense associated with the U.S. tax reform legislation enacted in 2017 was offset by favorable effects of a suspension of the health insurance industry tax in 2017 and an incremental tax benefit from previously non-deductible transaction-related costs. See Note 18 to our Consolidated Financial Statements for additional information.
| | | CIGNA CORPORATION - 2018 Form 10-K 45 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Key Transactions and Developments |
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Acquisition of Express Scripts
As discussed in more detail in Note 3 to the Consolidated Financial Statements, Cigna acquired Express Scripts on December 20, 2018 in a cash and stock transaction valued at $52.8 billion. See the "Liquidity" section of this MD&A for further discussion of the financing of this transaction.
We incurred a significant amount of costs related to this acquisition, both before and after closing. These costs are being reported in "transaction-related costs" as a special item and excluded from adjusted income from operations. The results of Express Scripts are included in Cigna's consolidated financial information from the date of the acquisition.
On January 30, 2019, Anthem exercised its early termination right and terminated the pharmacy benefit management services agreement with us, effective March 1, 2019. There is a twelve-month transition period ending March 1, 2020. It is expected that the transition of Anthem's customers will occur at various dates, as informed by Anthem's technology platform migration schedule. Over the next twelve months, we will focus on an effective transition of this relationship and related services over Anthem's accelerated timeline. We exclude the results of Express Scripts' contract with Anthem (and also Coventry) from our non-GAAP reporting metric "adjusted income from operations." We refer to this adjustment as "transitioning clients."
U.S. Tax Reform Legislation
Major U.S. tax reform legislation was signed into law on December 22, 2017. The legislation reduced the corporate income tax rate from 35% to 21% effective January 1, 2018, among other things. See Note 18 to our Consolidated Financial Statements for further discussion of the impacts of this legislation on our results of operations.
| 46 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Health Care Industry Developments and Other Matters Affecting Our Integrated Medical and Health Services Segments |
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The "Regulation" section of this Form 10-K provides a detailed description of The Patient Protection and Affordable Care Act provisions and other legislative initiatives that impact our health care business, including regulations issued by CMS and the Departments of the Treasury and Health and Human Services ("HHS"). The table presented below provides an update of the impact of these items and other matters affecting our Integrated Medical and Health Services segments as of December 31, 2018.
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| **Item ** | | Description | | |||||
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| Medicare Advantage | Medicare Star Quality Ratings ("Star Ratings"): Medicare Advantage ("MA") plans must have a Star Rating of four Stars or greater to qualify for bonus payments. Approximately 60% of our Medicare Advantage customers were in a four Star or greater plan for bonus payments received in 2018. We expect this percentage to increase to 72% for bonus payments to be received in 2019 and to 76% in 2020. | |||||||
| MA Rates: Final MA reimbursement rates for 2019 were published by CMS in April 2018. Preliminary MA reimbursement rates for 2020 were published by CMS in February 2019. We do not expect the new rates to have a material impact on our consolidated results of operations in 2019 and 2020. | ||||||||
| Risk Adjustment Validation ("RADV") Audits: As discussed in the "Regulation" and "Risk Factors" sections of this Form 10-K, our MA business is subject to reviews, including RADV audits. In 2012, CMS released a payment methodology that provided for sample audit error rates to be extrapolated to the entire MA contract after comparing audit results to a similar audit of Medicare Fee for Service (the "FFS Adjuster"), including any errors in the Medicare FFS data. This comparison is necessary to determine the true economic impact of the audit, if any, because the government uses the Medicare FFS data to determine adjustments to MA payment rates for various health conditions to establish actuarial equivalency in payment rates as required by the Medicare statute. | ||||||||
| In the fourth quarter of 2018, CMS issued a proposed rule that included, among other things, extrapolation of the error rate related to audit findings without applying the FFS Adjuster. This rule is discussed further in the Regulation section of this Form 10-K on page 20. If adopted in its current form, the rule could have a detrimental impact to all Medicare Advantage insurers and affect the ability of plans to deliver high quality health care for the population served. While it is uncertain that CMS will issue the rule as proposed, if they did, it could have a material impact on the Company's future results of operations. | ||||||||
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| Health Care Reform Act Tax | Health Insurance Industry Tax: Federal legislation imposed a moratorium on the health insurance industry tax for 2017 and 2019. The industry tax was assessed in 2018 and, under current law, will be imposed in 2020. The industry tax for Cigna in 2018 was $370 million ($205 million for Commercial and $165 million for Government). For our Commercial business, the tax was reflected in our 2018 premium rates and did not have a material effect on shareholders' net income in 2018. For our Medicare business, the earnings impact in 2018 resulting from this renewed tax was somewhat offset with benefit and pricing changes. Because this tax is not deductible for federal income tax purposes, it negatively impacted our effective tax rate in 2018. | |||||||
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| Public Health Exchanges | Market Participation: For 2018, we offered individual coverage on six public health insurance exchanges in the following states: Colorado, Illinois, Missouri, North Carolina, Tennessee and Virginia. For 2019, we expanded our individual coverage to Arizona while continuing to offer coverage on all of the other six exchanges as in 2018. | |||||||
| Cost Sharing Reduction Subsidies: The Patient Protection and the Affordable Care Act ("ACA") provides for cost sharing reductions that offset the amount that qualifying customers pay for deductibles, copayments and coinsurance. The federal government provided funding for the cost sharing reduction subsidies to the qualifying customer's insurer until October 2017 when these payments were stopped. The attorneys general of 18 states and the District of Columbia sued the current administration, seeking to require the administration to continue paying these subsidies. In October 2017, the court denied the attorney generals' request for an injunction, allowing the government to stop paying the cost sharing reduction subsidies to insurers during the pendency of the matter. In July 2018, the court granted a motion by the states to dismiss the lawsuit without prejudice, meaning the states may refile a lawsuit at a later time. Certain insurers have sued the federal government for failure to pay cost sharing reduction subsidies as well, and a judge in two of those actions has ruled in favor of the insurers. We will continue to monitor developments. Our premium rates for the 2018 and 2019 plan years reflect the government's decision to cease paying these subsidies. | ||||||||
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| Prescription Drug Pricing | As discussed in the Regulation section on page 20 of this Form 10-K, prescription drug pricing and the role of pharmacy benefit managers have been a focus of the current administration. In February 2019, the HHS proposed changes to the federal anti-kickback safe harbor to exclude regulatory protection for rebates between drug manufacturers and Medicare Part D plans, Medicaid managed care organizations and pharmacy benefit managers in the context of these government programs. The proposed regulations in their current form apply solely to Medicare Part D and Medicaid programs that include our Government business in the Integrated Medical segment. The proposed regulations also seek to create new safe harbor protections for fixed fee services arrangements between drug manufacturers and pharmacy benefit managers, as well as protections for discounts offered at the point of sale. These proposed regulations, if adopted as written, could affect current industry practices. We do not expect them to have a material effect on our business or results of operations. This area continues to be the subject of legislative and regulatory activity. | |||||||
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| | | CIGNA CORPORATION - 2018 Form 10-K 47 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Risk Mitigation Programs |
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In 2016, we recorded an allowance for the balance of our risk corridor receivable based on court decisions and the large program deficit. During 2018, the U.S. Federal Circuit court ruled that health insurers are not entitled to receive amounts due under the risk corridor program that have been withheld by Congress. The plaintiffs have petitioned the U.S. Supreme Court to review this unfavorable decision. As of December 31, 2018, we continue to carry this allowance of $109 million based on the current status of court decisions.
Risk adjustment balances are subject to audit and adjustment by CMS following each program year. In February 2018, a federal judge issued a decision invalidating the use of statewide average premium for risk adjustment purposes. In response, in July 2018, CMS issued a final rule clarifying the 2017 program methodology and addressing issues raised in the ruling by the federal judge. This rule clears the way for CMS to resume risk adjustment collections and payments for the 2017 program year. Despite this final rule, resolution of the legal matter remains uncertain. As of December 31, 2018, our financial statements reflect the risk adjustment balances for the 2018 and 2017 plan years under the rules currently in effect for the program.
The following table presents our balances associated with the risk adjustment program as of December 31, 2018 and 2017.
| **Net Receivable (Payable) Balance As of December 31, ** | ||||||
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| (In millions) | 2018 | **2017 ** | ||||
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| Risk Adjustment | | | ||||
| Receivables (1) | $ | 32 | $ | 69 | ||
| Payables (2) | | (187) | | (250) | ||
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| Total risk adjustment balance | $ | (155) | $ | (181) | ||
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(1)
Receivables, net of allowances, are reported in accounts receivable in the Consolidated Balance Sheets.
(2)
Payables are reported in accrued expenses and other liabilities (current) in the Consolidated Balance Sheets.
After-tax charges for the risk adjustment program were $116 million in 2018 and $105 million in 2017, compared with after-tax benefits of $25 million in 2016.
| Liquidity And Capital Resources |
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| **Financial Summary **(In millions) | 2018 | 2017 | 2016 | ||||||
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| Short-term investments | $ | 316 | $ | 199 | $ | 691 | |||
| Cash and cash equivalents | $ | 3,855 | $ | 2,972 | $ | 3,185 | |||
| Short-term debt | $ | 2,955 | $ | 240 | $ | 276 | |||
| Long-term debt | $ | 39,523 | $ | 5,199 | $ | 4,756 | |||
| Shareholders' equity | $ | 41,028 | $ | 13,711 | $ | 13,699 | |||
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| Liquidity |
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We maintain liquidity at two levels: the subsidiary level and the parent company level.
Liquidity requirements at the subsidiary level generally consist of:
medical costs, pharmacy and other benefit payments;
expense requirements, primarily for employee compensation and benefits, information technology and facilities costs; and
income taxes.
Our subsidiaries normally meet their operating 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.
Liquidity requirements at the parent company level generally consist of:
debt service and dividend payments 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 issuance of debt and common stock; and
borrowing from its subsidiaries, subject to applicable regulatory limits.
Dividends from our insurance, Health Maintenance Organization ("HMO") and foreign subsidiaries are subject to regulatory restrictions. See Note 17 to the Consolidated Financial Statements for additional discussion of these restrictions. Because most of Express Scripts' subsidiaries are not subject to regulatory restrictions on paying dividends, acquiring Express Scripts provides significantly increased financial flexibility to Cigna.
| 48 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cash flows for the years ended December 31, were as follows:
| (In millions) | 2018 | 2017 | 2016 | ||||||
| | | | | | | | | | |
| Net cash provided by operating activities | $ | 3,770 | $ | 4,086 | $ | 4,026 | |||
| | | | | | | | | | |
| Net cash (used in) investing activities: | |||||||||
| Cash used to acquire Express Scripts, net of cash acquired | | (24,062) | | – | | – | |||
| Other acquisitions | (393) | (209) | (4) | ||||||
| Net investment (purchases) | | (1,383) | | (1,023) | | (2,008) | |||
| Purchases of property and equipment and other | (540) | (471) | (562) | ||||||
| | | | | | | | | | |
| Net investing activities | | (26,378) | | (1,703) | | (2,574) | |||
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| Net cash provided by (used in) financing activities | |||||||||
| Debt proceeds used to finance Express Scripts acquisition | | 22,856 | | – | | – | |||
| Other debt transactions, net | 1,356 | 98 | (148) | ||||||
| Stock repurchase | | (342) | | (2,725) | | (139) | |||
| Other, net | (355) | (24) | 62 | ||||||
| | | | | | | | | | |
| Net financing activities | | 23,515 | | (2,651) | | (225) | |||
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| Foreign currency effect on cash | (24) | 55 | (10) | ||||||
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| Change in cash and cash equivalents | $ | 883 | $ | (213) | $ | 1,217 | |||
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Operating activities
Cash flows from operating activities consist principally of cash receipts and disbursements for premiums, fees, pharmacy revenues and costs, investment income, taxes, benefit costs and other expenses.
Cash flows from operating activities decreased in 2018 compared with 2017 primarily driven by the timing of settlement of pharmacy payables, partially offset by higher net income.
Cash flows from operating activities increased slightly in 2017 compared with 2016 primarily driven by higher net income, partially offset by lower receipts from Medicare Part D and Medicare Advantage programs and a voluntary pension contribution of $150 million in 2017.
Investing and Financing activities
Our most significant investing and financing activities of 2018 related to acquiring Express Scripts. See Note 3 to the Consolidated Financial Statements for additional information on the acquisition. Cigna financed a portion of the acquisition in cash, primarily with debt financing as shown above and described more fully in Note 5 to the Consolidated Financial Statements, with the remaining required cash coming from cash on hand. In 2018, Cigna also acquired OnePath Life for approximately $480 million, largely with cash held in our foreign operations.
Net investment purchases increased in 2018 compared with 2017, largely due to reinvesting our cash flows into fixed income investments. The decrease in net investment purchases in 2017 compared with 2016 primarily reflects higher cash used for share repurchases in 2017.
Stock repurchases declined in 2018 compared with 2017 as Cigna suspended stock repurchase activity to provide liquidity for the Express Scripts acquisition. Stock repurchase activity was significantly higher in 2017 than 2016, as stock repurchase activity was suspended for much of 2016 during the pendency of the Anthem transaction.
We maintain a share repurchase program authorized by our Board of Directors. Under this program, we may repurchase shares from time to time, depending on market conditions and alternate uses of capital. 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 or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including through Rule 10b5-1 trading plans. The program may be suspended or discontinued at any time.
In 2018, we repurchased 1.6 million shares for approximately $330 million. From January 1, 2019 through February 27, 2019 we repurchased 1.9 million shares for approximately $356 million. The remaining share repurchase authority as of February 27, 2019 was $590 million. We repurchased 15.7 million shares for $2.8 billion in 2017 and 0.8 million shares for $110 million in 2016.
| Capital Resources |
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Our capital resources (primarily cash flows from operating activities and proceeds from the issuance of debt and equity securities) provide protection for policyholders, furnish the financial strength to underwrite insurance risks and facilitate continued business growth.
Our acquisition of Express Scripts increased our debt and shareholders' equity in 2018 as follows:
Stock. Express Scripts shareholders received 0.2434 of a share of common stock of Cigna for every one share of Express Scripts. Cigna issued 137.6 million additional shares to Express Scripts shareholders.
Debt. See Note 5 to the Consolidated Financial Statements for further description of the debt issued to finance the acquisition.
Assumption of Express Scripts Senior Notes. See Note 5 to the Consolidated Financial Statements for further description of the notes assumed in the acquisition of Express Scripts.
At December 31, 2018, our debt-to-capitalization ratio was 50.9%. We expect to deleverage to the upper 30s within 18 to 24 months by using cash flows from operating activities.
| | | CIGNA CORPORATION - 2018 Form 10-K 49 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Cigna entered into a new Revolving Credit Agreement and Term Loan Credit Agreement in financing the Express Scripts acquisition. A select number of subsidiaries guarantee Cigna obligations under the Revolving Credit Agreement and the Term Loan Credit Agreement. See Note 5 to the Consolidated Financial Statements for further information on these guarantees, as well as information on our Revolving Credit Agreement and the Term Loan Credit Agreement. Cigna had $22 million of letters of credit outstanding as of December 31, 2018.
Management, guided by regulatory requirements and rating agency capital guidelines, determines the amount of capital resources that we maintain. Management allocates resources to new long-term business commitments when returns, considering the risks, look promising and when the resources available to support existing business are adequate.
We prioritize our use of capital resources to:
provide the capital necessary to support growth and maintain or improve the financial strength ratings of subsidiaries and to fund pension obligations;
consider acquisitions that are strategically and economically advantageous; and
return capital to investors primarily through share repurchases.
We continue to maintain a capital management strategy to retain overseas a significant portion of the earnings from our foreign operations. These undistributed earnings are deployed outside of the United States predominantly in support of the liquidity and regulatory capital requirements of our foreign operations as well as to support growth initiatives overseas. This strategy does not materially limit our ability to meet our liquidity and capital needs in the United States.
| Liquidity and Capital Resources Outlook |
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At December 31, 2018, there was approximately $4.2 billion in cash and short-term investments, $1.2 billion of which was held by the parent or subsidiaries with no regulatory or other restrictions on transferring cash to the parent via dividend or loan. In 2019, we expect to generate an additional $6.2 billion of capital available for deployment, including $2.1 billion of dividends that our regulated insurance companies may pay without prior regulatory approval. The parent company's cash obligations in 2019 are expected to approximate $3.2 billion primarily for repayment of debt, interest and anticipated dividends. We expect to re-issue the $1.5 billion commercial paper borrowing upon its maturity.
We expect to have sufficient liquidity to meet the obligations discussed above, based on the cash currently available to the parent and current projections for subsidiary dividends and cash flows from the newly acquired Express Scripts operations. In addition, we actively monitor our debt obligations and engage in issuance or redemption activities as needed in accordance with our capital management strategy.
Our cash projections 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. In those cases, we expect to have the flexibility to satisfy liquidity needs through a variety of measures, including intercompany borrowings. The parent company can borrow an additional $650 million from its insurance subsidiaries without additional state approval. We have additional liquidity available through short-term commercial paper borrowing capacity and the $3.25 billion revolving credit agreement discussed in Note 5 to the Consolidated Financial Statements.
As of December 31, 2018, our unfunded pension liability was $590 million, reflecting a decrease of $98 million from December 31, 2017, primarily attributable to an increase in discount rates of approximately 75 basis points. Contributions required in 2019 under the Pension Protection Act of 2006 are immaterial. See Note 13 to our Consolidated Financial Statements for additional information regarding our pension plans.
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 associated with borrowing funds.
| Guarantees and Contractual Obligations |
|---|
We are contingently liable for various contractual obligations entered into in the ordinary course of business. See the "Liquidity and Capital Resources" section of this MD&A beginning on page 48 for additional background on how we manage our liquidity requirements related to these obligations. The maturities of our primary contractual cash obligations as of December 31, 2018 are estimated to be as follows:
| (In millions, on an undiscounted basis) | Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | ||||||||||
| | | | | | | | | | | | | | | | |
| On-Balance Sheet | | | | | | ||||||||||
| Insurance liabilities | |||||||||||||||
| Contractholder deposit funds | $ | 7,133 | $ | 619 | $ | 741 | $ | 641 | $ | 5,132 | |||||
| Future policy benefits | 11,517 | 709 | 1,224 | 1,153 | 8,431 | ||||||||||
| Unpaid claims and claim expenses | | 8,851 | | 4,967 | | 1,119 | | 719 | | 2,046 | |||||
| Long-term debt | 53,968 | 1,543 | 11,905 | 9,396 | 31,124 | ||||||||||
| Other long-term liabilities | | 636 | | 137 | | 95 | | 81 | | 323 | |||||
| Off-Balance Sheet | |||||||||||||||
| Purchase obligations | | 2,295 | | 858 | | 1,012 | | 338 | | 87 | |||||
| Operating leases | 861 | 199 | 330 | 200 | 132 | ||||||||||
| | | | | | | | | | | | | | | | |
| Total | $ | 85,261 | $ | 9,032 | $ | 16,426 | $ | 12,528 | $ | 47,275 | |||||
| | | | | | | | | | | | | | | | |
| 50 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| On balance sheet: |
|---|
Insurance liabilities. Excluded from the table above are $4 billion of insurance liabilities ($3 billion in contractholder deposit funds; $1 billion in future policy benefits) associated with the sold retirement benefits and individual life insurance and annuity businesses, as well as the reinsured workers' compensation, personal accident and supplemental benefits businesses as their related net cash flows are not expected to impact our cash flows. Excluding these amounts, the sum of the obligations presented above exceeds the corresponding insurance and contractholder liabilities of $22 billion recorded on the balance sheet 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 those presented above.
Contractholder deposit funds: see Note 7 to our Consolidated Financial Statements for our accounting policy for this liability. Expected future cash flows presented above also include estimated future interest crediting on current fund balances based on current investment yields less the estimated cost of insurance charges and mortality and administrative fees for universal life policies.
Future policy benefits and unpaid claims and claim expenses: see Note 7 to our Consolidated Financial Statements for our accounting policies for these liabilities. Expected future cash flows for these liabilities presented in the table above are undiscounted. The expected future cash flows for guaranteed minimum death benefit ("GMDB," reported in future policy benefits) do not consider any of the related reinsurance arrangements.
Long-term debt includes scheduled interest payments. Capital leases are included in long-term debt and primarily represent obligations for information technology network storage, servers and equipment.
Other non-current liabilities include estimated payments for guaranteed minimum income benefit ("GMIB") contracts (without considering any related reinsurance arrangements), pension and other postretirement and postemployment benefit obligations, supplemental and deferred compensation plans, interest rate and foreign currency swap contracts, and reinsurance liabilities. Estimated payments of $78 million for deferred compensation, non-qualified and international pension plans and other postretirement and postemployment benefit plans are expected to be paid in less than one year and are included in the table above. We expect to make immaterial contributions to the qualified domestic pension plans during 2019 and they are reflected in the above table. We expect to make payments subsequent to 2019 for these obligations; however, subsequent payments have been excluded from the table as their timing is based on plan assumptions that may materially differ from actual activities. See Note 13 to our Consolidated Financial Statements for further information on pension and other postretirement benefit obligations.
The liability for uncertain tax positions that could result in future payments was $928 million as of December 31, 2018. This amount has been excluded from the table above because we are not able to provide a reasonably reliable estimate of the timing of such future tax payments. See Note 18 for additional information on uncertain tax positions.
| Off-Balance Sheet: |
|---|
Purchase obligations. As of December 31, 2018, purchase obligations consisted of estimated payments required under contractual arrangements for future services and investment commitments as follows:
| (In millions) | |||
| | | | |
| Fixed maturities | $ | 106 | |
| Commercial mortgage loans | 54 | ||
| Limited liability entities (other long-term investments) | | 1,472 | |
| | | | |
| Total investment commitments | 1,632 | ||
| Future service commitments | | 663 | |
| | | | |
| Total purchase obligations | $ | 2,295 | |
| | | | |
See Note 9 to our Consolidated Financial Statements for additional information.
Our estimated future service commitments primarily represent contracts for certain outsourced business processes and information technology maintenance and support. We generally have the ability to terminate these agreements, but do not anticipate doing so at this time. Purchase obligations exclude contracts that are cancelable without penalty and those that do not contractually require minimum levels of goods or services to be purchased.
Operating leases. For additional information, see Note 16 to our Consolidated Financial Statements.
| Guarantees |
|---|
We are contingently liable for various financial and other guarantees provided in the ordinary course of business. See Note 19 to our Consolidated Financial Statements for additional information on guarantees.
| | | CIGNA CORPORATION - 2018 Form 10-K 51 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| 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 below.
In addition to the estimates presented in the following table, there are other accounting estimates used in preparing our Consolidated Financial Statements, including estimates of liabilities for future policy benefits, as well as estimates with respect to postemployment and postretirement benefits other than pensions, certain compensation accruals, and income taxes.
Management believes the current assumptions used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience 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 our liquidity and financial condition. The table below presents 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 and fixed maturities carried at a fair value below cost. The tax rate used to calculate the after-tax impact of assumption changes is based on the new corporate income tax rate discussed in the "Key Developments" section of this MD&A.
| 52 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
See Note 2 to our Consolidated Financial Statements for further information on significant accounting policies.
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Goodwill and other intangible assets | ||
| Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets at the acquisition date. Intangible assets primarily reflect the value of customer relationships and other intangibles acquired in business combinations. Fair values of reporting units are estimated using models and assumptions that we believe a hypothetical market participant would use to determine a current transaction price. The significant assumptions and estimates used in determining fair value include the discount rate and future cash flows. A discount rate is used, corresponding with each reporting unit's weighted average cost of capital, consistent with that used for investment decisions considering the specific and detailed operating plans and strategies within each reporting unit. Projections of future cash flows are consistent with our annual planning process for revenues, claims, operating expenses, taxes, capital levels and long-term growth rates. In addition to these assumptions, we consider market data to evaluate the fair value of each reporting unit. 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 the 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. We completed our normal annual evaluations for impairment of goodwill and intangible assets during the third quarter of 2018. The evaluations indicated that the fair value estimates of our reporting units exceed their carrying values by adequate margins and no impairment was required. As a result of the changes in our reportable segments, we reallocated existing goodwill to reporting units based on their relative fair values and updated our evaluations for impairment of goodwill. These evaluations indicated that the fair value estimates of our reporting units continue to exceed their carrying values by adequate margins and no impairments were required. During the fourth quarter of 2018, goodwill and intangible assets increased by $38.4 billion as a result of the acquiring Express Scripts and OnePath Life. | If we do not achieve our earnings objectives or our cost of capital rises significantly, the assumptions and estimates underlying these impairment evaluations could be adversely affected and result in future impairment charges that would negatively impact our operating results. Except for the recent acquisitions of Express Scripts and OnePath Life, where fair value equals carrying value, based on our most recent evaluations, the fair value estimates of our reporting units exceed their carrying values by adequate margins. Future changes in the funding for our Medicare programs by the federal government could materially reduce revenues and profitability in our Government reporting unit and have a significant impact on its fair value. | |
| Our Government operating segment contracts with CMS and various state governmental agencies to provide managed health care services, including Medicare Advantage plans and Medicare-approved prescription drug plans. Estimated future cash flows for this reporting unit's business incorporate the potential effects of Medicare Advantage reimbursement rates for 2019 and beyond as discussed in the "Executive Overview" section of this MD&A. Revenues from the Medicare programs are dependent, in whole or in part, upon annual funding from the federal government through CMS. Funding for these programs is dependent on many factors including general economic conditions, continuing government efforts to contain health care costs and budgetary constraints at the federal level and general political issues and priorities. | ||
| Goodwill and other intangibles as of December 31 were as follows (in millions): | ||
| • 2018 – Goodwill $44,505; Other intangible assets $39,003 | ||
| • 2017 – Goodwill $6,164; Other intangible assets $345 | ||
| See Note 15 to our Consolidated Financial Statements for additional discussion of our goodwill and other intangible assets. |
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Income taxes – uncertain tax positions | ||
| We evaluate tax positions to determine whether their benefits are more likely than not to be sustained on audit based on their technical merits. If not, we establish a liability for unrecognized tax benefits. These amounts have increased significantly in 2018 as a result of acquiring Express Scripts. The acquired 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 other non-current liabilities on the Consolidated Balance Sheets are as follows: | The factors that could impact our estimates of uncertain tax positions include the likelihood of being sustained upon audit based on the technical merits of the tax position and related assumed interest and penalties. If our positions are upheld upon audit, our net income would increase. | |
| • 2018 – $928 million | ||
| • 2017 – $35 million | ||
| See Note 18 to our Consolidated Financial Statements for additional discussion around uncertain tax positions. | ||
| | | |
| | | CIGNA CORPORATION - 2018 Form 10-K 53 |
|---|
**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Pharmaceutical Manufacturer Receivables | ||
| We bill pharmaceutical manufacturers based on management's interpretation of the contractual terms and estimate contractual allowances at the time a claim is processed for uncertainty in the amount we are entitled to collect. We determine these contractual allowances by reviewing each manufacturer's payment experience and specific known items that potentially could be adjusted under contract terms. We may also record allowances for doubtful accounts based on a variety of factors including the length of time the receivables are past due, the financial health of the manufacturer and our past experience. | Actual contractual allowances could differ from our estimates due to disputes regarding contractual terms, changes in the business environment as well as factors and risks associated with specific customers. Our estimates of the allowance for doubtful accounts could be impacted by changes in economic and market conditions as well as changes to our customers' financial condition. | |
| In determining the fair value of Express Scripts' accounts receivable at the acquisition date, the historical allowances were eliminated. Prospectively, we expect these allowances to become significant to the consolidated financial statements. | ||
| See Note 2 to our Consolidated Financial Statements for assumptions and methods used to estimate receivables and the related allowances. |
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Unpaid claims and claim expenses – Integrated Medical | ||
| Unpaid claims and claim expenses include both reported claims and estimates for losses incurred but not yet reported. Unpaid claims and claim expenses in Integrated Medical are primarily impacted by assumptions related to completion factors and medical cost trend. Changes in either assumption from actual results could impact the unpaid claims balance as noted below. A large number of factors may cause the medical cost trend to vary from the Company's estimates, including: changes in medical 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. | Based on studies of our claim experience, it is reasonably possible that a 100 basis point change in the medical cost trend and a 50 basis point change in completion factors could occur in the near term. A 100 basis point increase in the medical cost trend rate would increase this liability by approximately $35 million, resulting in a decrease in net income of approximately $30 million after-tax, and a 50 basis point decrease in completion factors would increase this liability by approximately $80 million, resulting in a decrease in net income of approximately $65 million after-tax. | |
| Unpaid claims and claim expenses for the Integrated Medical segment as of December 31 were as follows (in millions): | ||
| • 2018 – gross $2,697; net $2,433 | ||
| • 2017 – gross $2,420; net $2,158 | ||
| These liabilities are presented above both gross and net of reinsurance and other recoverables. | ||
| See Note 7 to our Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability. | ||
| | | |
| 54 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Unpaid claims and claim expenses – long-term disability reserves | ||
| The liability for long-term disability reserves is the present value of estimated future benefits payments over the expected disability period and includes estimates for both reported claims and for claims incurred but not yet reported. Key assumptions in the calculation of long-term disability reserves include the discount rate and claim resolution rates, both of which are reviewed annually and updated when experience or future expectations would indicate a necessary change. The discount rate is the interest rate used to discount the projected future benefit payments to their present value. The discount rate assumption is based on the projected investment yield of the assets supporting the reserves. Claim resolution rate assumptions involve many factors including claimant demographics, the type of contractual benefit provided and the time since initially becoming disabled. The Company uses its own historical experience to develop its claim resolution rates. | Based on recent and historical resolution rate patterns and changes in investment portfolio yields, it is reasonably possible that a five percent change in claim resolution rates and a 25 basis point change in the discount rate could occur. A five percent decrease in the claim resolution rate would increase long-term disability reserves by approximately $90 million and decrease net income by approximately $70 million after-tax. A 25 basis point decrease in the discount rate would increase long-term disability reserves by approximately $45 million and decrease net income by approximately $35 million after-tax. | |
| Long-term disability reserves as of December 31 were as follows (in millions): | ||
| • 2018 – gross $4,069; net $3,975 | ||
| • 2017 – gross $3,884; net $3,790 | ||
| These liabilities are presented above both gross and net of reinsurance recoverables. | ||
| See Note 7C. to our Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability. |
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Valuation of fixed maturity investments | ||
| Most fixed maturities are classified as available for sale and are carried at fair value with changes in fair value recorded in accumulated other comprehensive income (loss) within shareholders' equity. 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. | If the interest rates used to calculate fair value increased by 100 basis points, the fair value of the total fixed maturity portfolio of $23 billion would decrease by approximately $1.5 billion, resulting in an after-tax decrease to shareholders' equity of approximately $0.9 billion. | |
| 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 two-thirds of our fixed maturities are public securities, and one-third 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 comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. | ||
| See Notes 9A. and 10 to our 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 fixed maturities. | ||
| | | |
| | | CIGNA CORPORATION - 2018 Form 10-K 55 |
|---|
**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used | |
| | | |
| Assessment of "other-than-temporary" impairments on fixed maturities | ||
| Certain fixed maturities with a fair value below amortized cost are carried at fair value with changes in fair value recorded in accumulated other comprehensive income. For these investments, we have determined that the decline in fair value below its amortized cost is temporary. To make this determination, we evaluated the expected recovery in value and our intent to sell or the likelihood of a required sale of the fixed maturity prior to an expected recovery. In making this evaluation, we considered a number of general and specific factors including the regulatory, economic and market environments, length of time and severity of the decline, and the financial health and specific near term prospects of the issuer. | If we subsequently determine that the excess of amortized cost over fair value is other-than-temporary for any or all of these fixed maturities, the amount recorded in accumulated other comprehensive income would be reclassified to shareholders' net income as an impairment loss. | |
| The after-tax amounts as of December 31 in accumulated other comprehensive income for fixed maturities in an unrealized loss position were as follows (in millions): | ||
| • 2018 – ($370) | ||
| • 2017 – ($80) | ||
| See Note 9 to our Consolidated Financial Statements for additional discussion of our review of declines in fair value, including information regarding our accounting policies for fixed maturities. |
| Segment Reporting |
|---|
The following section of this MD&A discusses the results of each of our segments. As a result of the Express Scripts acquisition, during the fourth quarter of 2018, we changed our segment reporting to reflect the new management and business reporting structure of the combined company. Prior year financial information has been restated to conform to the new segment presentation. See Note 1 to our Consolidated Financial Statements for a description of our segments.
In segment discussions, we present adjusted revenues and "pre-tax adjusted income from operations," defined as income before taxes excluding realized investment gains (losses), amortization of acquired intangible assets, results of transitioning clients and special items. Ratios presented in this segment discussion exclude the same items as adjusted income from operations. See Note 21 to our Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of income before income taxes to pre-tax adjusted income from operations.
In these segment discussions, we also present "pre-tax adjusted margin," defined as adjusted income from operations before taxes divided by adjusted revenues.
See the MD&A Executive Overview beginning on page 42 for summarized financial results of each of our reporting segments.
| Integrated Medical Segment |
|---|
The Integrated Medical segment includes the businesses previously reported in "Global Health Care" except as follows: 1) international health care products are now reported in the International Markets segment; 2) mail order pharmacy business is now reported in the Health Services segment; and 3) Medicare supplement business previously reported in "Global Supplemental Benefits" is now reported in Integrated Medical.
The business section of this Form 10-K (see the "Integrated Medical" section beginning on page 3) describes the various products and funding solutions offered by this segment, including the various revenue sources. As described in the introduction to Segment Reporting above, performance of the Integrated Medical segment is measured using pre-tax adjusted income from operations. Key factors affecting profitability for this segment include:
customer growth;
revenues from integrated specialty products, including pharmacy services, sold to clients and customers across all funding solutions;
percentage of Medicare Advantage customers in plans eligible for quality bonus payments;
benefit expenses as a percentage of premiums (medical care ratio or "MCR") for our insured commercial and government businesses; and
selling, general and administrative expense as a percentage of adjusted revenues (expense ratio).
We adopted new accounting guidance for revenue recognition effective January 1, 2018. Prior year revenues along with adjusted margin and both the medical care and expense ratios for the Integrated Medical segment have been retrospectively adjusted to conform to this new basis of accounting. See Note 2 to the Consolidated Financial Statements for additional information.
| 56 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
| Financial Summary |
|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted revenues | $ | 32,791 | $ | 29,035 | $ | 27,395 | $ | 3,756 | | 13 | % | $ | 1,640 | | 6 | % | ||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted income from operations | $ | 3,502 | $ | 2,922 | $ | 2,592 | $ | 580 | 20 | % | $ | 330 | 13 | % | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted pre-tax margin | | 10.7 | % | | 10.1 | % | | 9.5 | % | | 60 | bps | | | | 60 | bps | | | |||
| Medical care ratio | 78.9 | % | 81.0 | % | 80.9 | % | 210 | bps | (10 | )bps | ||||||||||||
| Expense ratio | | 24.7 | % | | 24.1 | % | | 24.8 | % | | (60 | )bps | | | | 70 | bps | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, | Increase (Decrease) | **Increase (Decrease) ** | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions, customers in thousands) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| Unpaid claims and claim expenses – Integrated Medical | $ | 2,697 | $ | 2,420 | $ | 2,261 | $ | 277 | | 11 | % | $ | 159 | | 7% | ||||||
| Integrated Medical Customers | |||||||||||||||||||||
| Commercial risk | | 1,911 | | 1,792 | | 1,561 | | 119 | | 7 | % | | 231 | | 15% | ||||||
| Government | 1,407 | 1,235 | 1,015 | 172 | 14 | % | 220 | 22% | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| Total risk | | 3,318 | | 3,027 | | 2,576 | | 291 | | 10 | % | | 451 | | 18% | ||||||
| Service | 12,071 | 11,801 | 11,394 | 270 | 2 | % | 407 | 4% | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | 15,389 | | 14,828 | | 13,970 | | 561 | | 4 | % | | 858 | | 6% | ||||||
| | | | | | | | | | | | | | | | | | | | | | |
| 2018 versus 2017 |
|---|
Adjusted revenues increased, primarily due to customer growth in our Commercial and Government segments including contributions from specialty products. Also contributing to the increase were higher premium rates across our businesses reflecting: 1) underlying medical cost trend; 2) the government's suspension of cost share reduction subsidies; and 3) resumption of the health insurance industry tax.
Pre-tax adjusted income from operations increased, reflecting improved margins in our Individual business and strong ongoing performance in our Commercial business, including increased contributions from specialty products.
Medical care ratio. The medical care ratio decreased, reflecting the pricing impact of resumption of the health insurance industry tax and improvement from our Individual business.
Expense ratio. The expense ratio increased, reflecting resumption of the health insurance industry tax and ongoing investments in growth and innovation, partially offset by higher revenues.
| 2017 versus 2016 |
|---|
Adjusted revenues increased, primarily due to customer growth in our Commercial risk and Individual businesses, partially offset by lower customer enrollment in our Medicare Advantage business.
Pre-tax adjusted income from operations increased, reflecting higher earnings in both our Commercial and Government operating segments. The increase in the Commercial segment reflects customer growth including increased contributions from our specialty products. The Government segment's earnings growth reflects lower operating expenses related to the moratorium of the health insurance industry tax in 2017 and our 2016 CMS audit response as well as favorable claims experience in our Individual business, partially offset by lower customer enrollment in our Medicare Advantage business. Pre-tax adjusted income from operations included favorable prior year reserve development of $148 million for 2017; prior year reserve development in 2016 was not material.
Medical care ratio. The medical care ratio remained fairly consistent, reflecting the 2017 moratorium on the health insurance industry tax offset by improved performance in our Government segment businesses and favorable prior year reserve development.
Expense ratio. The expense ratio decreased, reflecting suspension of the health insurance industry tax in 2017 and lower costs related to our 2016 CMS audit response.
Other Items Affecting Integrated Medical Results
Unpaid Claims and Claim Expenses
Unpaid claims and claim expenses were higher as of December 31, 2018 compared with 2017 and were higher as of December 31, 2017 compared with 2016, primarily due to customer growth and medical cost trend. See Note 7 to our Consolidated Financial Statements for additional information.
| | | CIGNA CORPORATION - 2018 Form 10-K 57 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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.
Medical customers now include the Medicare Supplement business. For the Integrated Medical segment, medical customers excludes international health care customers.
Our medical customer base was higher at December 31, 2018 compared to December 31, 2017, primarily reflecting growth across our targeted Commercial markets as well as our Government segment businesses. Our medical customer base increased as of December 31, 2017 compared with 2016, reflecting growth across our Commercial and Government segments. The Government segment growth was primarily driven by our Medicare Supplement and Individual businesses, partially offset by declines in our Medicare Advantage business.
| Health Services Segment |
|---|
We established the Health Services segment to include the pharmacy benefit management ("PBM") and health services operations of Express Scripts effective with the acquisition, as well as Cigna's legacy mail order pharmacy business. As described in the introduction to Segment Reporting on page 56, performance of the Health Services Segment is measured using pre-tax adjusted income from operations.
The key factors that impact Health Services revenues and costs of revenues are volume, mix and price. These key factors are discussed further below. See Note 2 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 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. As our mix of drugs changes, our resulting pharmacy revenues and cost of revenues correspondingly may increase or decrease. The primary driver of fluctuations within our mix of claims is the generic fill rate. 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.
Our contract pricing is impacted by our ability to negotiate contracts for pharmacy network, pharmaceutical and wholesaler purchasing, and manufacturer rebates. We are able to reduce the rate of drug price increases and, in some cases, lower our clients' prescription drug spend through our integrated set of solutions, including sharing of significant amounts of pharmaceutical manufacturer rebates with our clients. We refer to this as "management of the supply chain." 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 can affect our revenues and cost of revenues.
In this MD&A, we present revenues, gross profit and pre-tax adjusted income from operations "excluding transitioning clients" in addition to those metrics including transitioning clients. See the "Key Transactions and Developments" section on page 46 of this MD&A for further discussion of transitioning clients and why we present this information.
Results of Operations
| Financial Summary |
|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | **Change Favorable (Unfavorable) ** | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | $ | 7,065 | $ | 4,241 | $ | 4,066 | $ | 2,824 | | 67 | % | $ | 175 | | 4 | % | ||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Less: revenue contributions from transitioning clients | (459 | ) | - | - | (459 | ) | N/M | - | N/M | |||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted revenues | $ | 6,606 | $ | 4,241 | $ | 4,066 | $ | 2,365 | | 56 | $ | 175 | | 4 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit | $ | 604 | $ | 371 | $ | 344 | $ | 233 | 63 | $ | 27 | 8 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit excluding transitioning clients | $ | 531 | $ | 371 | $ | 344 | $ | 160 | | 43 | $ | 27 | | 8 | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted income from operations | $ | 380 | $ | 288 | $ | 268 | $ | 92 | 32 | % | $ | 20 | 7 | % | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted margin | | 5.8 | % | | 6.8 | % | | 6.6 | % | | (100 | )bps | | | | 20 | bps | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| 58 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| 2018 versus 2017 |
|---|
Adjusted revenues increased, primarily due to the acquisition of Express Scripts. Excluding the acquired business, revenues increased slightly, reflecting increased utilization of specialty medications and higher prices.
Pre-tax adjusted income from operations before taxes increased, due to the acquisition of Express Scripts. Excluding the acquired business, adjusted income from operations increased, reflecting volume growth due to increased specialty utilization and net savings related to management of supply chain.
| 2017 versus 2016 |
|---|
Adjusted revenues increased, reflecting increased Commercial customers, specialty medication prices and utilization (e.g., certain injectables), offset by lower oral medication volumes and Medicare customers.
Pre-tax adjusted income from operations before taxes increased, due to Commercial customer growth including increased margin contributions from specialty medications.
| International Markets Segment |
|---|
As described in the business section of this Form 10-K, the International Markets segment includes supplemental health, life and accident business previously reported in the "Global Supplemental Benefits" segment, except for Medicare Supplement business that is now reported in the Integrated Medical segment and certain international businesses in run-off that are now reported in Group Disability and Other. International health care products previously reported in the "Global Health Care" segment are now reported in International Markets.
As described in the introduction to Segment Reporting on page 56, performance of the International Markets segment is measured using pre-tax adjusted income from operations. Key factors affecting pre-tax adjusted income from operations for this segment are:
premium growth, including new business and customer retention;
benefit expenses as a percentage of premiums (loss ratio);
selling, general and administrative expense and acquisition expense as a percentage of revenues (expense ratio and acquisition cost ratio); and
the impact of foreign currency movements.
Results of Operations
| Financial Summary |
|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | **Change Favorable (Unfavorable) ** | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted revenues | $ | 5,366 | $ | 4,901 | $ | 4,537 | $ | 465 | | 9 | % | $ | 364 | | 8 | % | ||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted income from operations | $ | 735 | $ | 654 | $ | 538 | $ | 81 | 12 | % | $ | 116 | 22 | % | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted margin | | 13.7 | % | | 13.3 | % | | 11.9 | % | | 40 | bps | | | | 140 | bps | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| Loss ratio | 57.4 | % | 57.5 | % | 60.0 | % | (10 | )bps | 250 | bps | ||||||||||||
| Acquisition cost ratio | | 13.1 | % | | 12.8 | % | | 12.9 | % | | 30 | bps | | | | 10 | bps | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| Expense ratio (excluding acquisition costs) | 18.9 | % | 19.7 | % | 19.1 | % | (80 | )bps | (60 | )bps | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| 2018 versus 2017 |
|---|
Adjusted revenues increased primarily due to business growth mainly in South Korea, Middle East, Hong Kong and Europe.
Pre-tax adjusted income from operations increased primarily due to business growth, largely in South Korea, and a lower expense ratio, partially offset by a less favorable acquisition cost ratio.
The segment's loss ratio decreased slightly, reflecting favorable claims experience in South Korea and Europe, largely offset by unfavorable claims experience in North America and other Asian markets.
The acquisition cost ratio increased due to higher amortization primarily in Korea and Taiwan.
The decrease in the expense ratio (excluding acquisition costs) was primarily driven by lower value added tax and disciplined expense management.
| | | CIGNA CORPORATION - 2018 Form 10-K 59 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| 2017 versus 2016 |
|---|
Adjusted revenues were higher primarily due to business growth mainly in South Korea and the Middle East.
Pre-tax adjusted income from operations increased primarily due to business growth, largely in South Korea, and lower loss ratios, partially offset by higher expense ratios.
The segment's loss ratio decreased, reflecting favorable claims in South Korea and Europe.
The acquisition cost ratio decreased slightly due to lower spending in certain markets.
The increase in the expense ratio (excluding acquisition costs) was primarily driven by strategic investment in the Middle East and higher value added tax, partially offset by strong expense management.
Other Items Affecting International Markets Results
South Korea is the single largest geographic market for our International Markets segment. South Korea generated 40% of the segment's revenues and 68% of the segment's pre-tax adjusted income from operations in 2018. In 2018, our International Markets segment operations in South Korea represented 5% of our consolidated revenues and 11% of consolidated pre-tax adjusted income from operations.
| Group Disability and Other |
|---|
Group Disability and Other includes the results of the business previously reported in the "Group Disability and Life" segment and "Other Operations" comprising the corporate-owned life insurance ("COLI") business along with run-off of the following businesses: 1) reinsurance; 2) settlement annuity; and 3) the sold individual life insurance and annuity and retirement benefits businesses. In addition, certain international run-off business previously reported in the "Global Supplemental Benefits" segment is now reported in Group Disability and Other.
As described in the introduction of Segment Reporting on page 56, performance of Group Disability and Other is measured using pre-tax adjusted income from operations. Key factors affecting pre-tax adjusted income from operations are:
premium growth, including new business and customer retention;
net investment income;
benefit expenses as a percentage of premiums (loss ratio); and
selling, general and administrative expense as a percentage of revenues excluding net investment income (expense ratio).
Results of Operations
| Financial Summary |
|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | **Change Favorable (Unfavorable) ** | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | 2018 | 2017 | 2016 | 2018 vs. 2017 | 2017 vs. 2016 | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted revenues | $ | 5,061 | $ | 5,075 | $ | 5,108 | $ | (14 | ) | | - | % | $ | (33 | ) | | (1 | )% | ||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted income from operations | $ | 529 | $ | 517 | $ | 275 | $ | 12 | 2 | % | $ | 242 | 88 | % | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted margin | | 10.5 | % | | 10.2 | % | | 5.4 | % | | 30 | bps | | | | 480 | bps | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
| 2018 versus 2017 |
|---|
Adjusted revenues decreased slightly, due to the continued run-off of international business and lower life premiums, mostly offset by moderate growth in the group disability business and higher investment income.
Pre-tax adjusted income from operations increased, reflecting improved results in the life business and run-off operations, partially offset by unfavorable disability claims experience.
| 2017 versus 2016 |
|---|
Adjusted revenues were relatively flat, with higher investment income driven by higher asset levels offset by cancelations in non-core specialty and association products.
Pre-tax adjusted income from operations increased, reflecting significantly improved claim experience in the group disability and life segment.
| 60 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
| 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, compensation cost for stock options, expense associated with our frozen pension plans, charitable contributions, severance, certain overhead and 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) | 2018 | 2017 | 2016 | 2018 vs. 2017 | **2017 vs. 2016 ** | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Pre-tax adjusted loss from operations | $ | (403 | ) | $ | (375 | ) | $ | (362 | ) | $ | (28 | ) | | (7 | )% | $ | (13 | ) | | (4 | )% | |
| | | | | | | | | | | | | | | | | | | | | | | |
| 2018 versus 2017 |
|---|
Pre-tax adjusted loss from operations was higher, primarily due to higher interest expense.
| 2017 versus 2016 |
|---|
Pre-tax adjusted loss from operations was higher, primarily due to higher charitable contributions and operating expenses, partially offset by higher net investment income.
| Investment Assets |
|---|
The following table presents our invested asset portfolio, excluding separate account assets, as of December 31, 2018 and 2017. Additional information regarding our investment assets and related accounting policies is included in Notes 2, 9, 10, 11, and 12 to our Consolidated Financial Statements.
| (In millions) | 2018 | 2017 | ||||
| | | | | | | |
| Fixed maturities | $ | 22,928 | $ | 23,138 | ||
| Equity securities | 548 | 588 | ||||
| Commercial mortgage loans | | 1,858 | | 1,761 | ||
| Policy loans | 1,423 | 1,415 | ||||
| Other long-term investments | | 1,901 | | 1,518 | ||
| Short-term investments | 316 | 199 | ||||
| | | | | | | |
| Total | $ | 28,974 | $ | 28,619 | ||
| | | | | | | |
| Fixed Maturities |
|---|
Investments in fixed maturities include publicly traded and privately placed debt securities, 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 on our balance sheet. Additional information regarding valuation methodologies, key inputs and controls is included in Note 10 to our Consolidated Financial Statements. More detailed information about fixed maturities by type of issuer and maturity dates is included in Note 9 to our Consolidated Financial Statements.
The following table reflects our fixed maturity portfolio by type of issuer as of December 31, 2018 and 2017.
| (In millions) | 2018 | 2017 | ||||
| | | | | | | |
| Federal government and agency | $ | 710 | $ | 779 | ||
| State and local government | 985 | 1,287 | ||||
| Foreign government | | 2,362 | | 2,487 | ||
| Corporate | 18,361 | 18,088 | ||||
| Mortgage and other asset-backed | | 510 | | 497 | ||
| | | | | | | |
| Total | $ | 22,928 | $ | 23,138 | ||
| | | | | | | |
The fixed maturity portfolio decreased during 2018, reflecting decreased valuations due to increases in market yields and weakening foreign currencies, partially offset by increased investment in fixed maturities. As of December 31, 2018, $20.6 billion, or 90% of the fixed maturities in our investment portfolio were investment grade (Baa and above, or equivalent), and the remaining $2.3 billion were below investment grade. The majority of the bonds that are below investment grade are rated at the higher end of the non-investment grade spectrum. These quality characteristics have not materially changed from the prior year and are consistent with our investment strategy. Fixed maturity investments are diversified by issuer, geography, and industry as appropriate.
Foreign government obligations are concentrated in Asia, primarily South Korea, consistent with our risk management practice and local regulatory requirements of our international business operations. Corporate fixed maturities include private placement assets of $6 billion.
| | | CIGNA CORPORATION - 2018 Form 10-K 61 |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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 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.
In addition to amounts classified in fixed maturities on our Consolidated Balance Sheets, we participate in an insurance joint venture in China in which we have a 50% ownership interest. We account for this joint venture on the equity basis of accounting and report it in other assets. This entity had an investment portfolio of approximately $6.3 billion supporting this business that is primarily invested in Chinese corporate and government fixed maturities. There were no investments with a material unrealized loss as of December 31, 2018.
| Commercial Mortgage Loans |
|---|
Our commercial mortgage loans are fixed rate loans, diversified by property type, location and borrower. Loans are secured by high quality commercial properties and are generally made at less than 70% 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.
Commercial real estate capital markets remain very active for well-leased, quality commercial real estate located in strong institutional investment markets. The vast majority of properties securing the mortgages in our mortgage loan portfolio possess these characteristics.
As of December 31, 2018, the $1.9 billion commercial mortgage loan portfolio consisted of approximately 66 loans that are all in good standing. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash investment generally ranging between 30 and 40%, we remain confident that borrowers will continue to perform as expected under their contract terms.
| Other Long-term Investments |
|---|
Other long-term investments of $1.9 billion included investments in securities limited partnerships and real estate limited partnerships as well as direct investments in real estate joint ventures. These entities typically invest in mezzanine debt or equity of privately held companies (securities partnerships) 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 135 separate partnerships, and approximately 70 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 4% of our securities and real estate partnership portfolio.
| Problem and Potential Problem Investments |
|---|
"Problem" bonds and commercial mortgage loans are either delinquent by 60 days or more or have been restructured as to terms, including concessions by us for modification of interest rate, principal payment or maturity date. "Potential problem" bonds and commercial mortgage loans are considered current (no payment is more than 59 days past due), but management believes they have certain characteristics that increase the likelihood that they may become problems.
There were no significant problem or potential problem investments at December 31, 2018 and 2017.
| Investment Outlook |
|---|
Despite the continued strength of the U.S. economy, concerns related to trade and tariffs and rising interest rates contributed to a return of financial market volatility and public equity market declines in 2018. We continue to closely monitor global macroeconomic conditions and trends, including the uncertainty caused by the United Kingdom's decision to exit the European Union, and their potential impact to our investment portfolio. Certain sectors, such as retail, energy and natural gas have been volatile and we expect that to continue. Future realized and unrealized investment results will be driven largely by market conditions that exist when a transaction occurs or at the reporting date. These future conditions are not reasonably predictable; however, we believe that the vast majority of our investments will continue to perform under their contractual terms. Based on our strategy to match the duration of invested assets to the duration of insurance and contractholder liabilities, we expect to hold a significant portion of these assets for the long term. Although future impairment losses resulting from interest rate movements and credit deterioration due to both investment-specific and the global economic uncertainties discussed above remain possible, we do not expect these losses to have a material adverse effect on our financial condition or liquidity.
| 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.
| 62 CIGNA CORPORATION - 2018 Form 10-K | | |
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**PART II **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Excluding these items, our primary market risk exposures from financial instruments are:
Interest-rate risk on fixed-rate, medium-term instruments. Changes in market interest rates affect the value of instruments that promise a fixed return.
Foreign currency exchange rate risk of the U.S. dollar primarily to the South Korean won, Euro, New Zealand dollar, Chinese yuan renminbi, and Taiwan dollar. An unfavorable change in exchange rates reduces the carrying value of net assets denominated in foreign currencies.
| 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 pay out periods such as annuities and long-term disability liabilities.
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 minimize certain market risks.
See Note 9 to our Consolidated Financial Statements for additional information about derivative financial instruments.
| Effect of Market Fluctuations |
|---|
Assuming a 100 basis point increase in interest rates and 10% strengthening in the U.S. dollar to foreign currencies, the effect of hypothetical changes in market rates or prices on the fair value of certain financial instruments, subject to the exclusions noted above (particularly insurance liabilities), would have been as follows as of December 31:
| Loss in fair value | ||||||
| | | | | | | |
| Market scenario for certain non-insurance financial instruments (in billions) | 2018 | 2017 | ||||
| | | | | | | |
| 100 basis point increase in interest rates (excluding long-term debt) | $ | 1.6 | $ | 1.6 | ||
| 10% strengthening in U.S. dollar to foreign currencies | $ | 0.4 | $ | 0.5 | ||
| | | | | | | |
The effect of a hypothetical increase in interest rates, primarily on fixed maturities and commercial mortgage loans, was determined by estimating the present value of future cash flows using various models, primarily duration modeling. The impact of a hypothetical increase to interest rates at December 31, 2018 is consistent with the impact at December 31, 2017, which has been restated to exclude long-term debt, as discussed below.
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 $2.4 billion at December 31, 2018 and $0.5 billion at December 31, 2017. The impact at December 31, 2018 was greater than that at December 31, 2017 due to additional long-term debt issued in acquiring Express Scripts. Changes in the fair value of our long-term debt do not impact our financial position or operating results. See Note 5 to our Consolidated Financial Statements for additional information about the Company's debt.
The effect of a hypothetical strengthening of the U.S. dollar relative to the foreign currencies of certain financial instruments held by us was estimated to be 10% of the U.S. dollar equivalent fair value. Our foreign operations hold investment assets, such as fixed maturities, cash, and cash equivalents, that are generally invested in the currency of the related liabilities. The effect of a hypothetical 10% strengthening in the U.S. dollar to foreign currencies at December 31, 2018 is consistent with that at December 31, 2017.
| | | CIGNA CORPORATION - 2018 Form 10-K 63 |
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**PART II
Previous: Item 6. Selected Financial Data · Next: Item 7A. Quantitative and Qualitative Disclosures about Market Risk