Cigna Group (CI) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A67 rewritten27 added8 removed337 unchanged
All filing items1,894 rewritten960 added906 removed2,377 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 0 new, 3 reworded and 25 unchanged since FY2020. 0 headings from FY2020 no longer appear.
- Sentence by sentence, 960 added, 906 removed, 1,894 rewritten and 2,377 unchanged across 20 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2020.
Removed Item 1A headings (0)
Every FY2020 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- The scale, scope and duration of the [added: ongoing] COVID-19 pandemic continues to be unknown and the overall impact on our business, operating results, cash flows or financial condition has been and may continue to be material.
- Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted
[removed: operation][added: operation, availability] and data integrity of our information technology and other business systems. - As a large health
[removed: service][added: services] company, we [added: and our vendors] are subject to cyberattacks or other privacy or data security incidents. If we are unable to prevent or contain the effects of any such attacks, [added: or fail to ensure vendors do the same,] we may suffer exposure to substantial liability, reputational harm, loss of revenue or other damages.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
67 rewritten, 27 added, 8 removed, 337 unchanged
*As a large global health [removed: service] [added: services] company operating in a complex industry, we encounter a variety of risks and uncertainties, which could have a material adverse effect on our business, liquidity, results of operations, financial condition or the trading price of our securities.
You should carefully consider each of the risks and uncertainties discussed below, together with other information contained in this [removed: Annual Report on] Form 10-K, including [removed: Management’s Discussion and Analysis of Results of Operations and Financial Condition.][added: MD&A.]
- [removed: develop, introduce] [added: develop] and [removed: partner to] bring [removed: forward] [added: to market] new and innovative products, solutions or programs that focus on improving patient outcomes and [added: experiences and] assist in controlling costs or [removed: are] in response to government [removed: regulation and the increased focus on consumer-directed products;][added: regulation;]
- grow [added: and support] our product portfolio, expand our addressable markets and identify and introduce the proper mix, coordination or integration of products that will be accepted by the marketplace;
- attract and retain sufficient numbers of qualified [removed: employees;][added: employees, particularly in an increasingly competitive job market;]
- contract with health care providers, pharmacy providers and pharmaceutical manufacturers on [removed: favorable] [added: market competitive] terms.
For our strategic initiatives to succeed, we must effectively collaborate across our operations, integrate our acquired businesses, actively work to ensure consistency throughout the organization and promote a global [removed: mind-set] [added: mindset] along with a focus on individual customers and clients.
The scale, scope and duration of the [added: ongoing] COVID-19 pandemic continues to be unknown and the overall impact on our business, operating results, cash flows or financial condition has been and may continue to be material.
The COVID-19 pandemic has adversely [removed: affected] [added: affected, and is continuing to affect,] global economies, financial markets and the overall environment for our business, and the extent to which it may impact our future results of operations and overall financial performance remains uncertain.
- unfavorable economic conditions on our clients and customers (both employers and individuals), health care [added: and pharmacy] providers, pharmaceutical [removed: manufacturers, pharmacy providers] [added: manufacturers] and third-party vendors, as well as federal and state entities and programs;
- increased costs or reductions in revenue, including costs for COVID-19-related care, testing and [removed: treatment and related cost-share waivers for our customers;] [added: treatment;] vaccine and other coverage mandates; [added: inflation;] and support for employees, clients, customers and providers;
- significant disruptions in service within our operations or among our key suppliers or other third parties, including [added: delivery delays and other supply chain impacts and] decreased worker [removed: productivity] [added: productivity, increased worker attrition] and operational and sales disruptions, including as a result of remote working arrangements, increased medical, emergency or other leave, quarantines, government actions or [removed: restrictions;][added: restrictions, including as it relates to vaccination mandates;]
- compliance with substantial government regulation, including privacy and security requirements associated with providing telehealth and remote care options [removed: for individuals] and new laws or regulations or changes in existing laws or regulations, such as [removed: vaccine] [added: vaccine, testing] and coverage mandates and premium deferrals, which laws or regulations may vary significantly by jurisdiction;
We believe [removed: COVID-19’s] [added: COVID-19 and its variants'] adverse impact on our business, operating results, cash flows or financial condition will be driven primarily by the severity and duration of the pandemic, including the impact of the breadth and timing of implementation and the efficacy and costs of vaccination programs, the [removed: pandemic’s] [added: pandemic's continued] impact on our employees, clients, customers, suppliers and partners, as well as the U.S. [added: and global economies and the continued actions taken by governmental authorities and other third parties in response to the pandemic.]
As described in greater detail in the description of our business in Item 1 of this Form 10-K, one of our key clients in the Evernorth segment is the [removed: United States] Department of Defense.
Premiums in the [removed: U.S. Medical] [added: Cigna Healthcare] segment are generally set for one-year periods and are priced well in advance of the date on which the contract commences or renews.
[added: Our participation in health insurance exchanges through our IFP offerings involves] uncertainties associated with mix and volume of business and could adversely affect our results of operations, financial position and cash flows.
Continuing consolidation among physicians, hospitals and other providers, the emergence of accountable care organizations, vertical integration of providers and other entities, changes in the organizational structures chosen by physicians, hospitals and [removed: providers and] [added: providers,] new market entrants, including those not traditionally in the health care industry, [added: and the increased use of virtual care services (including telehealth)] may affect the way providers interact with us and may change the competitive landscape in which we operate.
While benefit plans place limits on the amount of charges that will be considered for reimbursement and regulations seek to prescribe payment levels, establish methodologies and dispute resolution processes, [removed: out-of-network] providers are increasingly sophisticated and aggressive.
We maintain [removed: contractual] relationships with numerous pharmaceutical manufacturers, which provide us with, among other things:
The consolidation of pharmaceutical manufacturers, the termination or material alteration of our [removed: contractual] relationships, or our failure to renew [removed: such] contracts on [removed: favorable] [added: market competitive] terms could have a material adverse effect on our business and results of operations.
More than [removed: 67,700] [added: 67,900] pharmacies participated in one or more of our networks as of December 31, [removed: 2020.][added: 2021.]
The ten largest retail pharmacy chains represent approximately [removed: 64%] [added: 62%] of the total number of stores in our largest network.
These risks can vary substantially by market, and include political, legal, operational, regulatory, economic and other risks, including government intervention that we [added: do not face in our U.S. operations.]
- man-made disasters, natural disasters [added: (including those arising as a result of climate change)] and pandemics, such as the COVID-19 pandemic, in locations where we operate; and
Any one of these challenges could negatively affect our operations or [removed: long term] [added: long-term] growth.
For example, [removed: due] [added: if we're unable] to [removed: the concentration of] [added: divest] our [removed: international business in] South [removed: Korea, the International Markets segment is] [added: Korean business, we will continue to be] exposed to potential losses resulting from economic and regulatory changes in that country and the geopolitical climate in the Korean Peninsula, as well as foreign currency movements affecting the South Korean currency, [removed: that] [added: that, due to the current concentration of our international business,] could have a significant impact on [removed: the segment’s results and] our consolidated financial results.
[removed: International operations also require us to devote significant resources to implement controls and systems in new markets to comply] with, and to ensure that our vendors and partners comply with, U.S. and foreign laws prohibiting bribery, corruption and money laundering, in addition to other regulations regarding, among other things, our products, direct-to-consumer communications, customer privacy, data protection and data residency.
As of December 31, [removed: 2020,] [added: 2021,] our goodwill and other intangible assets had a carrying value of approximately $80 billion, representing [removed: 51%] [added: 52%] of our total consolidated assets.
[added: Future evaluations requiring an impairment to] goodwill and other intangible assets could materially affect our results of operations and [removed: shareholders’] [added: shareholders'] equity in the period in which the impairment occurs.
In addition, the trading price of our securities may decline if, among other things, we are unable to achieve our estimates of earnings growth and operational cost savings, or the transaction costs [removed: related to acquisitions, integrations or divestitures] are greater than expected.
Additionally, joint ventures and equity investments present risks that are different from acquisitions, including risks related to: specific operations and finances of the businesses we invest [removed: in,] [added: in;] selection of appropriate [removed: parties,] [added: parties;] differing objectives of the various [removed: parties,] [added: parties;] competition between and among [removed: parties,] [added: parties;] compliance activities (including compliance with applicable CMS [removed: requirements),] [added: requirements);] growing the business in a manner acceptable to all the [removed: parties,] [added: parties;] maintaining positive relationships among the parties, clients and [removed: customers,] [added: customers;] initial and ongoing governance of joint ventures and customer and business disruption that may occur upon a joint venture termination.
Ineffective internal controls could also cause investors to lose confidence in our reported financial information that could [removed: negatively impact the trading price of our securities and our access to capital.]
Our operations may be adversely affected if a third party fails to satisfy its [removed: obligations to us,] [added: obligations,] if the arrangement is terminated in whole or in part or if there is a contractual dispute between us and the third party.
[removed: Additionally, any] [added: Any] failure or disruption of our performance of, or our ability to perform, key business functions, including through unavailability or cyberattack of our information technology systems or those of third [removed: parties,] [added: parties (including cloud service providers),] could cause slower response times, decreased levels of service satisfaction and harm to our reputation.
[removed: technology and other] [added: Our] systems interface with and depend on third-party systems and we could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption.
Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted [removed: operation] [added: operation, availability] and data integrity of our information technology and other business systems.
[removed: If our data were found to be inaccurate or unreliable] due to fraud or other error, or if we, or any of the third-party [removed: service] providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our clients, customers and health care providers and hinder our ability to provide [removed: services and products,] [added: or] establish appropriate pricing for products and services, retain and attract clients and customers, establish reserves and report financial results timely and accurately and maintain regulatory compliance, among other things.
We must continue to invest in [added: and maintain] long-term solutions that will enable us to anticipate customer needs and expectations, enhance the customer experience, act as a differentiator in the market and protect against cybersecurity risks and [removed: threats.][added: threats or other events that could disrupt our information technology systems such as man-made or natural disasters (including those as a result of climate change).]
Increasing regulatory and legislative changes will place additional demands on our [removed: information technology] infrastructure that could have a direct impact on resources available for other projects tied to our strategic initiatives.
While vaccination rates continue to rise, the COVID-19 pandemic, including vaccination efficacy, the implementation of and reaction to vaccination and testing mandates and the occurrence of new variants (including the delta and omicron variants), could continue to effect such economies and financial markets as well as the health and availability of our workforce.
As a result, we may experience new disruptions to our business operations and our business could be adversely affected further, directly or indirectly, by the ongoing pandemic.
National, state and local governments in affected regions have implemented and may continue to implement varying safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter-in-place orders and shutdowns, business closures, cancellations of public gatherings and other measures.
Increasingly, our customers, clients and investors consider our efforts on a variety of matters that could impact our stakeholders, including our employees and the communities in which we operate, such as our efforts with respect to the environment and diversity, equity and inclusion.
- geopolitical business conditions and demands;
International operations also require us to devote significant resources to implement controls and systems in new markets to comply
Additionally, the benefits of strategic transactions and the related timing could be impacted by various factors, including political instability, natural disasters, fluctuations in currency exchange rates, delays in obtaining regulatory approval and changes in regulations.
See Note 18 to the Consolidated Financial Statements for more information on goodwill and intangibles.
negatively impact the trading price of our securities and our access to capital.
Increasing natural disasters in connection with climate change could also be a direct threat to us and our third-party vendors, service providers or other stakeholders.
Natural disasters, such as wildfires, hurricanes and snow and ice storms, have impacted and may continue to impact our customers and pose a risk to our employees and facilities located in the impacted region.
Responses to such scenarios have and may include, among other things, making temporary policy changes, such as waiving various medical requirements, assisting with replacement medications, transferring prescriptions and expanding our help line.
In addition, there is a risk that actions taken to respond to climate change could increase the cost of energy, fuel and other commodities, which would increase our operating costs.
We are also subject to risk as a result of information technology disruptions.
While we have adopted, and continue to enhance, business continuity and disaster recovery plans and strategies, there is no guarantee that such plans and strategies will be effective, which could interrupt the functionality of our information technology systems or those of third parties.
If our data were found to be inaccurate or unreliable
The healthcare data ecosystem is complex and requires data exchange with vendors, business partners, the government and others.
Further, we depend on many vendors to support and assist our business, which requires such vendors to generate, store and use sensitive personal information.
For example, there has been an increase in new financial fraud schemes akin to ransomware attacks on large companies whereby a cybercriminal installs a type of malicious software, or malware, that prevents a user or enterprise from accessing computer files, systems or networks and demands payment of a ransom for their return.
As disclosed in Part II, Item 5 of this Form 10-K, we have an active share repurchase program authorized by our board of directors.
In 2021, proposed legislation was introduced in the United States Senate, which would if passed assess an excise tax on the amount spent by a publicly traded company on buying back its own stock.
Further, failure to effectively implement or adjust our strategic and operational initiatives, such as by reducing
See the "Executive Overview - Key Transactions and Business Developments" section of MD&A in Part II, Item 7 of this Form 10-K for additional information on our Star Ratings.
These legal matters could include benefit claims, breach of contract actions, tort claims, claims
We also use aggregated and anonymized data for research and analysis purposes,
significantly with changes in market conditions.
Our results of operations could be materially adversely affected by the impact of unfavorable
and global economies and the continued actions taken by governmental authorities and other third parties in response to the pandemic.
Our participation in health insurance exchanges through our IFP offerings involves
do not face in our U.S. operations.
- geopolitical business conditions and demands, including the United Kingdom’s withdrawal from the European Union;
Future evaluations requiring an impairment to
Our information
In addition, while we have certain standards for all vendors
See Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Information – Industry Developments and Other Matters Affecting our Evernorth and U.S. Medical Segments for additional information on our Star Ratings.
An excerpt. Shown here: 40 of 67 rewritten, all 27 added and all 8 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
290 rewritten, 246 added, 212 removed, 252 unchanged
| *[Liquidity and Capital [removed: Resources](#ic5b0f4c2cee8492e9ee4ea74564c54b2_142)*] [added: Resources](#i6888d24f74fd49b5ba15f46eb17a7ee6_517)*] | | | [removed: [60](#ic5b0f4c2cee8492e9ee4ea74564c54b2_142)] [added: [59](#i6888d24f74fd49b5ba15f46eb17a7ee6_517)] | | |
| *[Critical Accounting [removed: Estimates](#ic5b0f4c2cee8492e9ee4ea74564c54b2_151)*] [added: Estimates](#i6888d24f74fd49b5ba15f46eb17a7ee6_541)*] | | | [removed: [65](#ic5b0f4c2cee8492e9ee4ea74564c54b2_151)] [added: [63](#i6888d24f74fd49b5ba15f46eb17a7ee6_541)] | | |
[removed: *Management’s] [added: *Management's] Discussion and Analysis of Financial Condition and Results of Operations [removed: (“MD&A”)] [added: ("MD&A")] is intended to provide information to assist you in better understanding and evaluating our financial condition as of December 31, [removed: 2020] [added: 2021] compared with December 31, [removed: 2019] [added: 2020] and our results of operations for [removed: 2020] [added: 2021] compared with [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] and is intended to help you understand the ongoing trends in our business.
We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K ("Form 10-K") and the [removed: “Risk Factors”] [added: "Risk Factors"] contained in Part I, Item 1A of this Form [removed: 10-K.][added: 10-K.*]
For comparisons of [removed: our results of operations] [added: liquidity and capital resources] for [removed: 2019] [added: the year ended December 31, 2020] compared with [removed: 2018,] [added: the year ended December 31, 2019,] please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, [removed: 2019.*][added: 2020.]
See Note [removed: 3] [added: 2] to the Consolidated Financial Statements in this Form 10-K for additional information regarding the [removed: Company’s] [added: Company's] significant accounting policies.
*In this MD&A, our consolidated measures [removed: “adjusted] [added: "adjusted] income from [removed: operations,”] [added: operations,"] earnings per share on that same basis and [removed: “adjusted revenues”] [added: "adjusted revenues"] are not determined in accordance with GAAP and should not be viewed as substitutes for the most directly comparable GAAP measures of [removed: “shareholders’] [added: "shareholders'] net [removed: income,” “earnings] [added: income," "earnings] per [removed: share”] [added: share"] and [removed: “total revenues.”] [added: "total revenues."] We also use pre-tax adjusted income [added: (loss)] from operations and adjusted revenues to measure the results of our segments.*
[removed: *We use] [added: *The Company uses "pre-tax] adjusted income [added: (loss)] from [removed: operations] [added: operations" and "adjusted revenues"] as [removed: our] [added: its] principal financial [removed: measure] [added: measures] of [added: segment] operating performance because management believes [removed: it] [added: these metrics] best [removed: reflects] [added: reflect] the underlying results of [removed: our] business operations and [removed: permits] [added: permit] analysis of trends in underlying revenue, expenses and profitability.
We define adjusted income from operations as [removed: shareholders’] [added: shareholders'] net income (or income before [added: income] taxes for the segment metric) excluding [added: net] realized investment [removed: gains and losses,] [added: results,] amortization of acquired intangible assets, [removed: special items and prior to 2020,] results of [removed: Anthem, Inc. and Coventry Health Care Inc. (“Coventry”) (collectively, the “transitioning clients”) (see the “Key Transactions and Business Developments” section of this MD&A for further discussion of] transitioning [removed: clients).][added: clients prior to 2020 and special items.]
[removed: Cigna’s] [added: Cigna's] share of certain realized investment results of its joint ventures reported in the [removed: International Markets] [added: Cigna Healthcare] segment using the equity method of accounting are also excluded.
[removed: - *Special items, if any,] [added: Special items are matters] that management believes are not representative of the underlying results of operations due to [removed: the] [added: their] nature or [removed: size of these matters.*][added: size.]
*The [removed: term] [added: Company defines] adjusted revenues [removed: is defined] as total revenues excluding the following adjustments: [added: special items,] revenue contribution from transitioning clients prior to [removed: 2020, special items] [added: 2020] and [removed: Cigna’s] [added: Cigna's] share of certain realized investment results of its joint ventures reported in the [removed: International Markets] [added: Cigna Healthcare] segment using the equity method of accounting.
We exclude these items from this measure because management believes they are not indicative of past or future underlying performance of the [removed: business.*][added: business.]
Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as [removed: “Cigna,”] [added: "Cigna,"] the [removed: “Company,” “we,” “our”] [added: "Company," "we," "our"] or [removed: “us”)] [added: "us")] is a global health services organization with a mission of helping those we serve improve their health, well-being and peace of [removed: mind.][added: mind by making health care affordable, predictable and simple.]
[removed: We] [added: Our subsidiaries] offer a differentiated set of pharmacy, medical, dental and related products and [removed: services offered by our subsidiaries.][added: services.]
[removed: While it is difficult to predict the impact of the COVID-19 pandemic on our results beyond 2020, we] [added: We] believe that such [added: financial] results may [added: continue to] be impacted by, among other things, higher medical costs to treat those affected by the virus, [removed: lower customer volumes due to rising unemployment,] [added: vaccine-related costs, test reimbursement costs,] lower [removed: future] risk adjustment revenue due to disrupted care impeding appropriate documentation of customer risk profiles in our Medicare Advantage [removed: business,] [added: plans,] the [added: pace at which costs] return [added: as well as the severity] of costs for those who had previously deferred care, [removed: vaccine costs, continued cost share waivers,] the potential for [removed: continued] [added: future] deferral of care, [removed: or] lower [removed: investment returns.][added: customer volumes due to a disrupted employment market, or volatility in the economic markets.]
[removed: The situation surrounding COVID-19 remains fluid, and we are] [added: We continue to] actively [removed: managing] [added: manage] our response and [removed: assessing] [added: assess] impacts to our financial position and operating results, as well as [added: mitigate] adverse developments in our business.
See Note 1 to the Consolidated Financial Statements for [removed: a] [added: further] description of our segments.
Summarized below are certain key measures of our performance by segment for the years ended December [removed: 31:][added: 31, 2021, 2020 and 2019:]
| *(Dollars in millions, except per share amounts)* | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | |
| Evernorth | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 116,130] [added: 131,912] | | | | | $ | [removed: 96,447] [added: 116,130] | | | | | $ | [removed: 6,606] [added: 96,447] | | | | | [removed: 20] [added: 14] | | | % | | | [removed: N/M] [added: 20] | | | [added: %] | | |
| Adjusted revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 160,067] [added: 174,078] | | | | | | [removed: 140,175] [added: 160,067] | | | | | | [removed: 48,111] [added: 140,175] | | | | | | [removed: 14] [added: 9] | | | | | | [removed: 191] [added: 14] | | | | | |
| Revenue contribution from transitioning clients | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | [removed: 13,347] [added: —] | | | | | | [removed: 459] [added: 13,347] | | | | | | N/M | | | | | | N/M | | | | | |
| Net realized investment results from certain equity method investments | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 130] [added: —] | | | | | | [removed: 44] [added: 130] | | | | | | [removed: (43)] [added: 44] | | | | | | [removed: 195] [added: N/M] | | | | | | [removed: N/M] [added: 195] | | | | | |
| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 160,401] [added: 174,078] | | | | | $ | [removed: 153,566] [added: 160,401] | | | | | $ | [removed: 48,650] [added: 153,566] | | | | | [removed: 4] [added: 9] | | | % | | | [removed: 216] [added: 4] | | | % | | |
| [removed: Shareholders’] [added: Shareholders'] net income | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 8,458] [added: 5,365] | | | | | $ | [removed: 5,104] [added: 8,458] | | | | | $ | [removed: 2,637] [added: 5,104] | | | | | [removed: 66] [added: (37)] | | | % | | | [removed: 94] [added: 66] | | | % | | |
| Adjusted income from operations | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 6,795] [added: 6,980] | | | | | $ | [removed: 6,476] [added: 6,795] | | | | | $ | [removed: 3,557] [added: 6,476] | | | | | [removed: 5] [added: 3] | | | % | | | [removed: 82] [added: 5] | | | % | | |
| [removed: Shareholders’] [added: Shareholders'] net income | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 22.96] [added: 15.73] | | | | | $ | [removed: 13.44] [added: 22.96] | | | | | $ | [removed: 10.54] [added: 13.44] | | | | | [removed: 71] [added: (31)] | | | % | | | [removed: 28] [added: 71] | | | % | | |
| Adjusted income from operations | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 18.45] [added: 20.47] | | | | | $ | [removed: 17.05] [added: 18.45] | | | | | $ | [removed: 14.22] [added: 17.05] | | | | | [removed: 8] [added: 11] | | | % | | | [removed: 20] [added: 8] | | | % | | |
| Pre-tax adjusted income [added: (loss)] from operations by segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Evernorth | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 5,363] [added: 5,818] | | | | | $ | [removed: 5,092] [added: 5,363] | | | | | $ | [removed: 380] [added: 5,092] | | | | | [removed: 5] [added: 8] | | | % | | | [removed: N/M] [added: 5] | | | [added: %] | | |
| Corporate, net of eliminations | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (1,552)] [added: (1,339)] | | | | | | [removed: (1,824)] [added: (1,552)] | | | | | | [removed: (403)] [added: (1,824)] | | | | | | [removed: 15] [added: 14] | | | | | | [removed: N/M] [added: 15] | | | | | |
| Consolidated pre-tax adjusted income from operations | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 8,808] [added: 8,977] | | | | | | [removed: 8,362] [added: 8,808] | | | | | | [removed: 4,743] [added: 8,362] | | | | | | [removed: 5] [added: 2] | | | | | | [removed: 76] [added: 5] | | | | | |
| Adjustment for transitioning clients | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | [removed: 1,726] [added: —] | | | | | | [removed: 62] [added: 1,726] | | | | | | N/M | | | | | | N/M | | | | | |
| Income attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 37] [added: 58] | | | | | | [removed: 20] [added: 37] | | | | | | [removed: 14] [added: 20] | | | | | | [removed: 85] [added: 57] | | | | | | [removed: 43] [added: 85] | | | | | |
| Net realized investment gains (losses) [added: (1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 279] [added: 196] | | | | | | [removed: 221] [added: 279] | | | | | | [removed: (124)] [added: 221] | | | | | | [removed: 26] [added: (30)] | | | | | | [removed: N/M] [added: 26] | | | | | |
| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: (1,982)] [added: (1,998)] | | | | | | [removed: (2,949)] [added: (1,982)] | | | | | | [removed: (235)] [added: (2,949)] | | | | | | [removed: 33] [added: (1)] | | | | | | [removed: N/M] [added: 33] | | | | | |
| Special items | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,726] [added: (451)] | | | | | | [removed: (810)] [added: 3,726] | | | | | | [removed: (879)] [added: (810)] | | | | | | N/M | | | | | | [removed: 8] [added: N/M] | | | | | |
| Income before income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 10,868] [added: 6,782] | | | | | $ | [removed: 6,570] [added: 10,868] | | | | | $ | [removed: 3,581] [added: 6,570] | | | | | [removed: 65] [added: (38)] | | | % | | | [removed: 83] [added: 65] | | | % | | |
| Consolidated Results of Operations (GAAP basis) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]
| *[Executive Overview](#i6888d24f74fd49b5ba15f46eb17a7ee6_481)* | | | [53](#i6888d24f74fd49b5ba15f46eb17a7ee6_481) | | |
| *[Segment Reporting](#i6888d24f74fd49b5ba15f46eb17a7ee6_553)* | | | [67](#i6888d24f74fd49b5ba15f46eb17a7ee6_553) | | |
| *[Evernorth](#i6888d24f74fd49b5ba15f46eb17a7ee6_559)* | | | [67](#i6888d24f74fd49b5ba15f46eb17a7ee6_559) | | |
| *[Cigna Healthcar](#i6888d24f74fd49b5ba15f46eb17a7ee6_562)[e](#i6888d24f74fd49b5ba15f46eb17a7ee6_562)* | | | [69](#i6888d24f74fd49b5ba15f46eb17a7ee6_562) | | |
| *[Other Operations](#i6888d24f74fd49b5ba15f46eb17a7ee6_568)* | | | [71](#i6888d24f74fd49b5ba15f46eb17a7ee6_568) | | |
| *[Corporate](#i6888d24f74fd49b5ba15f46eb17a7ee6_571)* | | | [72](#i6888d24f74fd49b5ba15f46eb17a7ee6_571) | | |
| *[Investment Assets](#i6888d24f74fd49b5ba15f46eb17a7ee6_574)* | | | [72](#i6888d24f74fd49b5ba15f46eb17a7ee6_574) | | |
Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results.
Consolidated adjusted income (loss) from operations is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders' net income.
See the below Financial Highlights section for a reconciliation of consolidated adjusted income from operations to shareholders' net income.*
Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size.
Adjusted revenues is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, total revenues.
See the below Financial Highlights section for a reconciliation of consolidated adjusted revenues to total revenues.*
| Cigna Healthcare | | | | | | | | | | | | | | | | | | | | | | | | | | | 44,652 | | | | | | 41,135 | | | | | | 39,089 | | | | | | 9 | | | | | | 5 | | | | | |
| Other Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,989 | | | | | | 8,446 | | | | | | 8,215 | | | | | | (53) | | | | | | 3 | | | | | |
| Corporate, net of eliminations | | | | | | | | | | | | | | | | | | | | | | | | | | | (6,475) | | | | | | (5,644) | | | | | | (3,576) | | | | | | (15) | | | | | | (58) | | | | | |
| Special item related to contractual adjustment for a former client | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 204 | | | | | | — | | | | | | N/M | | | | | | N/M | | | | | |
| Cigna Healthcare | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,609 | | | | | | 4,031 | | | | | | 3,963 | | | | | | (10) | | | | | | 2 | | | | | |
| Other Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | 889 | | | | | | 966 | | | | | | 1,131 | | | | | | (8) | | | | | | (15) | | | | | |
*(1)* *Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.*
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Medical customers (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,081 | | | | | | 16,650 | | | | | | 17,137 | | | | | | 431 | | | | | | 3 | | | % | | | (487) | | | | | | (3) | | | % | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
*(1)* *Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.*
Cigna's commitment to the health, well-being and peace of mind of our employees and the people we serve remains the primary focus as the pandemic continues to impact all aspects of daily life.
Cigna is leveraging its resources, expertise, data and actionable intelligence to assist customers, clients and care providers navigate the evolving dynamics of the pandemic.
The Company continues to encourage COVID-19 vaccinations across all eligible populations to help control the spread of the virus, limit the severity of the disease and save lives.
Cigna has also expanded access to testing, care and supportive resources to help everyone it serves take care of their physical and mental health during this time, and will continue to do so.
For the fourth quarter of 2021, our Cigna Healthcare segment reflected net unfavorable COVID-19 related impacts, although not as significant when compared to those recognized in the same period in 2020.
For the year ended December 31, 2021 compared to 2020, the net unfavorable impacts reflect increased direct costs of COVID-19 testing, treatment and vaccines as well as the significant deferral of care by our customers in 2020.
These impacts were partially offset by the absence of the premium relief programs implemented in 2020.
We continue to optimize purchasing volume across the pharmaceutical supply chain in order to mitigate risk of disruption with prescription drug supply due to ongoing global supply disruptions.
The situation surrounding COVID-19 remains fluid with continued uncertainty and a wide range of potential outcomes.
There continues to be uncertainty surrounding the pace, duration and extent of the COVID-19 pandemic and its related impacts — including vaccination efforts and new COVID-19 variants (including the delta and omicron variants) — on our results for 2022 and beyond.
Commentary: 2021 versus 2020
Shareholders' net income decreased, reflecting the absence of the gain on sale of the Group Disability and Life business reported in 2020, partially offset by higher adjusted income from operations.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| *[Executive Overview](#ic5b0f4c2cee8492e9ee4ea74564c54b2_133)* | | | [53](#ic5b0f4c2cee8492e9ee4ea74564c54b2_133) | | |
| *[Segment Reporting](#ic5b0f4c2cee8492e9ee4ea74564c54b2_157)* | | | [68](#ic5b0f4c2cee8492e9ee4ea74564c54b2_157) | | |
| *[Evernorth](#ic5b0f4c2cee8492e9ee4ea74564c54b2_163)* | | | [68](#ic5b0f4c2cee8492e9ee4ea74564c54b2_163) | | |
| *[U.S. Medical](#ic5b0f4c2cee8492e9ee4ea74564c54b2_166)* | | | [70](#ic5b0f4c2cee8492e9ee4ea74564c54b2_166) | | |
| *[International Markets](#ic5b0f4c2cee8492e9ee4ea74564c54b2_169)* | | | [71](#ic5b0f4c2cee8492e9ee4ea74564c54b2_169) | | |
| *[Group Disability and Other](#ic5b0f4c2cee8492e9ee4ea74564c54b2_172)* | | | [72](#ic5b0f4c2cee8492e9ee4ea74564c54b2_172) | | |
| *[Corporate](#ic5b0f4c2cee8492e9ee4ea74564c54b2_175)* | | | [73](#ic5b0f4c2cee8492e9ee4ea74564c54b2_175) | | |
| *[Investment Assets](#ic5b0f4c2cee8492e9ee4ea74564c54b2_178)* | | | [73](#ic5b0f4c2cee8492e9ee4ea74564c54b2_178) | | |
Income or expense amounts excluded from adjusted income from operations because they are not indicative of underlying performance or the responsibility of operating segment management include:*
*•Realized investment gains (losses) including changes in market values of certain financial instruments between balance sheet dates, as well as gains and losses associated with invested asset sales.*
- *Amortization of acquired intangible assets because these relate to costs incurred for acquisitions.*
- *Results* *of transitioning clients prior to 2020,* *because those results are not indicative of ongoing results*.
The novel strain of coronavirus (“COVID-19”) was declared a pandemic by the World Health Organization in March 2020.
From the onset of the COVID-19 pandemic we have taken actions to drive affordability, reduce uncertainty and make health care easier.
For customers, these actions include COVID-19 related cost share waivers, expanded access to virtual care, support for access to medication and advocating for whole person health through various behavioral health initiatives.
We have supported the medical community by simplifying processes and donating medications for a COVID-19 clinical trial.
Cigna and the Cigna Foundation have assisted our communities through several initiatives including the launch of the Brave of Heart Fund that provides financial assistance to survivors of front-line U.S. health care workers who gave their lives in the fight against COVID-19.
Cigna also provides emotional support services to their families.
The Evernorth team launched ParachuteRx, a drug cost assistance program to certain customers without health coverage due to furlough or job loss.
Cigna Medical Group was among the first in the United States to administer antibody therapies to high-risk COVID-19 patients in a non-hospital setting.
Cigna also partnered with other organizations on digital access to vaccination records for those who have received the COVID-19 vaccine to facilitate return to work and daily activities.
We have continued to support our workforce by enabling remote work where appropriate, and implemented enhanced safety protocols and programs that support the health and mental well-being of our employees.
We have continued to execute our business continuity plans over our operations such as leveraging purchasing volume across the pharmaceutical supply chain in order to mitigate risk associated with prescription drug supply.
We did not incur significant disruptions to our operations during 2020 from COVID-19.
We will continue to work with our clients, customers, providers and employees to provide support during the pandemic.
The COVID-19 pandemic has pervasively impacted the economy, financial markets and the global health care delivery systems.
The effects of the COVID-19 pandemic on the Company began to emerge in the United States at the end of the first quarter and were not material to the Company's results of operations or financial condition for that period.
Beginning in April, we experienced a significant deferral of care by our customers.
The deferral of care moderated over the course of the second quarter with utilization levels eventually returning to nearly normal levels by the end of June.
In the third quarter, we experienced increased medical utilization as we observed a reduction to the level of deferred care and our customers sought care for COVID-19 testing and treatment.
In the fourth quarter, as COVID-19 cases increased, the costs for testing and treatment exceeded the savings related to the deferral of care.
These impacts were most prevalent in the U.S. Medical segment where fourth quarter earnings were adversely impacted by increased costs of COVID-19 care and decreased contributions from our specialty products.
Full year U.S. Medical results reflect COVID-19 impacts of deferral of care by our customers partially offset by the cost of COVID-19 care, the cost of COVID-19 related actions including premium relief programs for employer clients, cost share waivers for customers, customer disenrollment and actions to support providers and employees.
Our Group Disability and Other results reflect significantly elevated life insurance claims related to the COVID-19 pandemic and its effects in the third and fourth quarters.
Quarterly and year-to-date earnings in our Evernorth segment also reflected effects of the pandemic, specifically, a favorable mix of claims as a result of both the type of drugs dispensed as well as the distribution method used for dispensing and fulfilling, partially offset by lower 30-day retail script volume.
Segment results are discussed further in the "Segment Reporting" section of this MD&A and discussion of the impact of COVID-19 on our investment portfolio and related considerations regarding our investment outlook can be found in Note 11 to the Consolidated Financial Statements and in the "Investment Assets" discussion of this MD&A.
Cigna has taken actions to enhance our liquidity that, combined with our other sources of liquidity described in the "Liquidity and Capital Resources Outlook" section below, and our current projections for operating cash flows, we believe are sufficient to support our operations and meet our obligations.
Unless otherwise specified, the commentary provided below describes our results for the year ended December 31, 2020 compared with the year ended December 31, 2019.
An excerpt. Shown here: 40 of 290 rewritten, 40 of 246 added and 40 of 212 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 1. BUSINESS
267 rewritten, 167 added, 166 removed, 491 unchanged
Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as [removed: “Cigna,”] [added: "Cigna,"] the [removed: “Company,” “we,” “our”] [added: "Company," "we," "our"] or [removed: “us”)] [added: "us")] is a global health [removed: service] [added: services] organization.
| [removed: Champions for] [added: To make health care] affordable, [removed: predictable,] [added: predictable] and simple [removed: health care] [added: for those who count on us] | | | | | | | | |
Cigna is a global health services company uniquely capable of driving affordable, [removed: predictable,] [added: predictable] and simple health care, with expansive and deep capabilities that accelerate our strategy to achieve our mission of improving health, well-being and peace of mind.
Our capabilities include: 1) a broad portfolio of solutions and services, some of which can be offered on a stand-alone basis; 2) integrated behavioral, medical and pharmacy management solutions; 3) leading specialty pharmacy, clinical and care management expertise; and 4) advanced analytics that help us engage more meaningfully with individuals, [added: the] plan sponsors we serve and our provider partners.
Evernorth [removed: brings together our array] [added: includes a broad range] of [added: coordinated and point solution] health services [added: and] capabilities, as well as those from partners across the health care [removed: system] [added: system,] in pharmacy solutions, benefits management solutions, care [added: delivery and care management] solutions and intelligence [removed: solutions.][added: solutions to deliver custom and flexible solutions that meet the needs of our clients and customers.]
[removed: We present the financial results of our businesses in] [added: See] the [removed: following segments (see] "Executive [removed: Overview"] [added: Overview - Key Transactions and Business Developments"] section of [removed: the] [added: our] MD&A located in Part II, Item 7 of this Form 10-K for [removed: a Financial Summary):][added: discussion of key developments impacting this segment.]
Evernorth includes a broad range of coordinated and point solution health [removed: services, including] [added: services and capabilities, as well as those from partners across the health care system, in] pharmacy solutions, benefits management solutions, care [added: delivery and care management] solutions and intelligence solutions, which are provided to health plans, employers, government organizations and health care providers.
[removed: U.S. Medical] [added: Cigna Healthcare] includes [removed: Cigna’s] [added: Cigna's] U.S. [removed: Commercial and] [added: Commercial,] U.S. Government [removed: businesses] [added: and International Health operating segments] that provide comprehensive medical and coordinated solutions to clients and customers.
U.S. Government solutions include Medicare Advantage, Medicare [removed: Supplement,] [added: Supplement] and Medicare Part D plans for seniors, [removed: Medicaid plans,] and individual health insurance plans both on and off the public exchanges.
[removed: International Markets includes supplemental health, life and accident insurance products and] [added: International Health solutions include] health care coverage in our international [removed: markets] [added: markets,] as well as health care benefits [removed: to] [added: for] globally mobile [added: individuals and] employees of multinational organizations.
[removed: Group Disability and Other] [added: Other Operations] contains the remainder of our business operations, consisting of the following:
- [added: Group Disability and Life. Prior to the sale of the U.S.] Group Disability and [removed: Life provides] [added: Life business on December 31, 2020, this operating segment provided] group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.
[removed: The transaction with New York Life included] [added: Prior to] the sale [removed: of] [added: in 2020,] our [removed: businesses offering group] [added: Group Disability and Life operating segment included our commercial] long-term and short-term [removed: disability, group life, accident, and specialty insurance] [added: disability] products and [removed: related services.][added: our term life group insurance products.]
- [removed: Corporate-Owned] [added: Corporate-Owned] Life Insurance [removed: (“COLI”)] [added: ("COLI")] offers permanent insurance contracts sold to corporations to provide coverage on the lives of certain employees for financing employer-paid future benefit obligations.
[removed: COVID-19 continues] [added: We continue] to [removed: spread and we are] actively [removed: managing] [added: manage] our response and [removed: assessing] [added: assess] impacts to our financial position and operating results, as well as [added: mitigate] adverse developments in our business.
[removed: Additionally, in] [added: In] response to the pandemic, U.S. federal and state governments have enacted new regulatory requirements as discussed in the "Business - Regulation" section of this Form 10-K.
The financial information included in this Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] is in conformity with accounting principles generally accepted in the United States of America [removed: (“GAAP”)] [added: ("GAAP")] unless otherwise indicated.
In the segment discussions that follow, we use the terms [removed: “adjusted revenues”] [added: "adjusted revenues"] and [removed: “pre-tax] [added: "pre-tax] adjusted income [added: (loss)] from [removed: operations”] [added: operations"] to describe segment results.
See [removed: the introduction] [added: Note 23] to the [removed: Management Discussion and Analysis section] [added: Consolidated Financial Statements] of this Form 10-K for definitions of those terms.
Industry rankings and percentages set forth herein are for the year ended December 31, [removed: 2020] [added: 2021] unless otherwise indicated.
We make annual, quarterly and current reports and proxy statements and amendments to those reports available, free of charge through our website [removed: (http://www.cigna.com, under the “Investors—Quarterly Reports and SEC Filings” captions)] as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the Securities and Exchange Commission [removed: (“SEC”).][added: ("SEC").]
Important information, including news releases, analyst presentations and financial information regarding Cigna is routinely posted on [removed: and accessible at http://www.cigna.com.][added: our website.]
In [removed: 2020,] [added: 2021,] Evernorth reported adjusted revenues of [removed: $116.1] [added: $131.9] billion and pre-tax adjusted income from operations of [removed: $5.4] [added: $5.8] billion.
| Evernorth accelerates delivery of innovative and flexible solutions to create value and meet the diverse needs of health plans, employers, health care providers and government organizations by: ·Partnering in unconventional ways to solve complex problems across a fragmented health care ecosystem, fueled by connected data and expertise that drives purposeful innovation ·Creating flexible and focused solutions tailored to client needs, using Evernorth's combined strengths and capabilities, as well as strategic partnerships, to deliver: better, more efficient care for patients; better experiences for clients, providers and customers; and enhanced choices for clients and customers through our open architecture model ·Evaluating medicines, digital therapeutics and other health solutions for efficacy, adherence, value and price to assist clients in selecting a cost-effective formulary ·Offering home [removed: delivery] [added: delivery, virtual] and [added: in-person care, and] specialty customer-centric solutions that meet the needs of our clients and customers in ways that unlock greater value and better health services while providing better and specialized clinical care [removed: ·Aggregating purchasing volume to deliver] [added: ·Delivering more affordable solutions that provide more] discounts and drive risk-sharing and value-based care across the pharmaceutical supply chain ·Promoting the use of generics and lowest-cost, clinically effective brands of medications | | |
| Principal Products & Services | | | [removed: | | |] Brands/ Subsidiaries | | | Key Relationships | | | Primary Competitors | | |
| Pharmacy Solutions | | | [removed: | | |] Express Scripts [removed: Pharmacy,] [added: Pharmacy®,] Accredo®, Freedom Fertility [removed: Pharmacy®,,] [added: Pharmacy®,] Therapeutic Resource Center® | | | Clients, Customers, Health Care Providers | | | Independent Pharmacy Benefit Managers [removed: (“PBMs”),] [added: ("PBMs"),] Managed Care PBMs, Retail Pharmacies, Specialty Pharmacies | | |
| Benefits Management Solutions | | | [removed: Pharmacy and Medical Benefits Management | | |] eviCore Healthcare®, Express Scripts PBM, myMatrixx®, Care [removed: Continuum®, Evernorth] [added: Continuum,] Embarc Benefit [removed: ProtectionSM,] [added: Protection®, Express Scripts MedRx ManagementSM, FamilyPathSM, Value Based Programs (Express Scripts SafeGuardRx®, Express Scripts Patient Assurance®), National Preferred Formulary, Advanced Utilization Management, Enhanced Fraud, Waste & Abuse, Advanced Opioid Management®, ScreenRx®, SaveOnSP, Ascent Health Services, Econdisc, Inside Rx®,] Evernorth [removed: FamilyPathSM] [added: Wholesale MarketplaceSM] | | | Clients, Customers, Health Care Providers, Consultants, Health Plans, Commercial and Government [removed: Payors] [added: Payors, Self-paying customers (InsideRx only), Pharmacy Providers] | | | Health Plans, Independent PBMs, Managed Care PBMs, [removed: Third-Party] [added: Third Party] Benefit Administrators, Group Purchasing Organizations, Clinical Solutions and Health Care Data Analytics Companies | | |
| Care [added: Delivery and Care Management] Solutions | | | [removed: | | | Evernorth Healthy Ways to WorkSM,] inMyndSM, Health Connect [removed: 360SM,] [added: 360®, RationalMed®,] Evernorth Digital Health FormularySM, [removed: Advanced Utilization Management, Enhanced Fraud, Waste & Abuse, Advanced Opioid Management®, ScreenRx®,] Behavioral [removed: Health] [added: Health, Cigna Medical Group, MDLIVE®, Evernorth Direct Health, Alegis] | | | Clients, Customers | | | Independent PBMs, Managed Care PBMs, [added: Managed Care Organizations, Care Delivery and Care Management Solutions Providers,] Third-Party Benefit Administrators | | |
| Evernorth Intelligence Solutions | | | [removed: | | |] Express Scripts Lab, [removed: RationalMed®,] MediCUBE®, [removed: Express Scripts ScriptVisionSM] [added: HealthPredictSM, ScriptVision®] | | | Health Care Providers, Clients | | | Health Care Data Analytics Companies | | |
| Provider Services | | | [removed: | | |] CuraScript SD® | | | Health Care Providers, Clinics, Hospitals | | | Specialty Drug Distributors | | |
- *Pharmacy [removed: Solutions:*] [added: Solutions.*] The pharmacy operations consist of [removed: ten] [added: 13] order processing [added: home delivery and specialty] pharmacies, [removed: five] [added: six] patient contact centers, [removed: 26] [added: 30] specialty [removed: branch] [added: dispensing] pharmacies and [removed: 11] [added: four] high-volume automated [removed: home delivery and specialty] dispensing pharmacies located throughout the United States.
[removed: Dispensing] [added: Our high-volume automated dispensing] pharmacies are located in Arizona, [removed: Delaware, Florida,] Indiana, [removed: Massachusetts, Missouri, New Jersey, Pennsylvania] [added: Missouri] and [removed: Tennessee.][added: New Jersey.]
◦*Express Scripts [removed: Pharmacy:*] [added: Pharmacy.*] Express Scripts Pharmacy dispenses approximately [removed: 1.5] [added: 1.6] billion adjusted prescriptions(1) annually to members of pharmacy plans managed by our Express Scripts PBM.
The service offers free standard shipping of [removed: maintenance] medications nationwide, usually in a 90-day supply, directly to the customer's home.
The service allows for automatic refills on eligible medications and unrestricted telephone access to specially trained pharmacists [removed: who can help] [added: to] answer customer questions.
The front-end of our pharmacy is organized [removed: in] [added: into] Therapeutic Resource Centers, where [removed: specialized] pharmacists focus their practice of pharmacy by condition, which offers customers a more personalized [removed: experience,] [added: experience] while providing enhanced clinical care.
Our research shows that Express Scripts Pharmacy achieves a higher level of therapeutic interventions, better [removed: adherence and] [added: adherence, more] cost savings [removed: than is achieved through] [added: and a consistently higher Net Promoter Score ("NPS") compared to] retail [removed: pharmacy networks.][added: pharmacies.]
◦*Specialty Pharmacy [removed: Services:*] [added: Services.*] Specialty medications are primarily characterized as high-cost medications for the treatment of complex and rare diseases.
These medications broadly include those with frequent dosing adjustments, intensive clinical monitoring, the need for customer training, specialized product administration requirements or medications limited to certain [added: specialty pharmacy networks by manufacturers.]
Through a combination of assets and capabilities, we [added: work to] provide an enhanced level of predictable care and therapy management for customers taking specialty medications, increased visibility and improved outcomes for [removed: payors,] [added: payors] and custom programs for biopharmaceutical manufacturers.
It starts with the strength of our Evernorth and Cigna Healthcare platforms.
Evernorth is our services portfolio that is highly attractive to our clients and partners because of the depth of its capabilities and expertise and enables us to deepen existing relationships across our entire book of business.
Our Cigna Healthcare platform, consisting of our U.S. Commercial, U.S. Government and International Health operating segments, allows us to harness our partnership relationship with physicians to deliver affordable and coordinated health care to employers and individuals.
Together, our Evernorth and Cigna Healthcare platforms provide a strong and diverse foundation that allows us to capitalize on growth opportunities by leading with our strengths – medical and pharmacy solutions – and then expanding those relationships by addressing additional client needs and innovating and delivering new services and solutions.
We differentiate ourselves in the market through a number of capabilities.
We improve whole-person health, in body and mind by treating physical and behavioral health together to improve outcomes and by providing early behavioral and lifestyle interventions.
We make it easier to access quality care by improving navigation at every step in a patient's health journey and by meeting customers wherever they are - virtually, digitally and in home.
We connect care for the most pressing conditions by closing gaps between hospitals, primary care providers, specialists and other health care providers.
We also develop personalized treatment paths across every dimension of care.
We continue to build upon our network of value-based provider arrangements for better customer experiences, better overall health outcomes and greater affordability.
We have a significant number of our eligible customers aligned to hundreds of our Accountable Care programs nationally.
We make medicine more affordable by reducing costs from start to finish, including those related to drug access, delivery and treatment and by identifying appropriate medication alternatives.
We partner and
innovate to enable us to deliver differentiated value and broaden our reach in new geographies or through the introduction of new solutions and offerings.
Our key to success revolves around how deeply we care about our customers, patients and co-workers.
We intend to create a better future together by innovating and adapting, acting with speed and purpose, partnering, collaborating and keeping our promises.
During the fourth quarter of 2021, we approved a strategic plan to drive operational efficiencies.
We believe this plan, coupled with the previously announced divestiture of the international life, accident and supplemental health benefits businesses (described below), will further leverage the Company's ongoing growth to drive operational efficiency through enhancements to organization structure and increased use of automation and shared services.
In connection with these plans, we have updated our reporting segments to align with the new business reporting structure and recognized a charge in the fourth quarter of 2021 in the amount of $168 million, pre-tax ($119 million, after-tax).
Although a substantial portion of the actions associated with these strategic steps have been reflected in the current charge recognized in the fourth quarter of 2021, additional amounts are expected to be recorded in the second quarter of 2022 as we finalize our plans following the completion of the divestiture.
See Note 15 for further information regarding our organizational efficiency charge.
Information about Segments
As previously disclosed, we entered into a definitive agreement in October 2021 to sell our life, accident and supplemental benefits businesses in seven countries to Chubb INA Holdings, Inc. ("Chubb") for $5.75 billion cash (the "Chubb Transaction").
Subject to applicable regulatory approvals and customary closing conditions, we expect to complete the sale of our life, accident and supplemental benefits businesses in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey in the second quarter of 2022.
In connection with the pending Chubb Transaction, we revised our business reporting structure.
As such, we adjusted our segment reporting effective in the fourth quarter of 2021 so that the results previously reported in the International Markets segment are now reported as follows:
- The businesses to be retained by Cigna are now reported in the newly created International Health operating segment that will be aggregated with our existing U.S. Commercial and U.S. Government operating segments in the renamed Cigna Healthcare reporting segment (previously named U.S. Medical).
- The businesses to be sold pursuant to the Chubb Transaction are now reported in Other Operations.
Throughout this Form 10-K, segment results for the years ended December 31, 2020 and 2019 have been restated to conform to the new segment presentation (see "Executive Overview" section of the Management Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") located in Part II, Item 7 of this Form 10-K for a Financial Summary).
A full description of our segments follows:
The Cigna Healthcare segment is comprised of the previously named U.S. Medical segment and the businesses to be retained from the previous International Markets segment.
- Ongoing business:
- Corporate-Owned Life Insurance ("COLI") offers permanent insurance contracts sold to corporations to provide coverage on the lives of certain employees for the purpose of financing employer-paid future benefit obligations.
- Exiting businesses:
- International Life, Accident and Supplemental Benefits Businesses in seven countries to be sold pursuant to the Chubb Transaction.
Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate debt less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, severance, certain overhead and enterprise-wide project costs and intersegment eliminations for products and services sold between segments.
COVID-19
Cigna's commitment to the health, well-being and peace of mind of our employees and the people we serve remains the primary focus as the pandemic continues to impact all aspects of daily life.
Cigna is leveraging its resources, expertise, data and actionable intelligence to assist customers, clients and care providers navigate the evolving dynamics of the pandemic.
The Company continues to encourage COVID-19 vaccinations across all eligible populations to help control the spread of the virus, limit the severity of the disease and save lives.
We put medicine within reach for patients, and help providers improve access to prescription drugs, by making them more affordable.
We work with key stakeholders across the health care system to improve health outcomes and patient satisfaction, increase efficiency in drug distribution and manage costs of the pharmacy benefit.
In 2020 Cigna launched Evernorth, a new health services platform, and renamed the Health Services segment as Evernorth, accordingly.
Innovative products include: Healthy Ways to WorkSM, a broad suite of solutions to help health plans and employers move forward by addressing unique challenges resulting from the COVID-19 pandemic; FamilyPathSM, a comprehensive fertility solution to reduce avoidable costs, provide holistic care coordination and deliver more flexible options for individuals; and inMyndSM, a solution that helps clients and customers better recognize, treat and support mental health conditions.
The sale of this business to New York Life was completed on December 31, 2020.
Our business that offers group voluntary products and services was not sold to New York Life and results of this business will be reported in the U.S. Medical segment beginning in the first quarter of 2021.
See Note 5 to the Consolidated Financial Statements and Liquidity section of the MD&A for additional information on the impacts of this sale on our results of operations, liquidity and financial position.
In 2020, our business was impacted by the emergence and unprecedented global spread of the novel strain of coronavirus ("COVID-19").
COVID-19 was declared a pandemic by the World Health Organization in March 2020 because the virus had surfaced in nearly all regions around the world.
The COVID-19 pandemic has pervasively impacted the economy, financial markets and the global health care delivery systems.
Cigna’s COVID-19 response actions focused on customer care, employee care and safety, as well as support for the medical community and execution of business continuity plans over our operations.
While it is difficult to predict the impact of the COVID-19 pandemic on our results beyond 2020, we believe that such results may be impacted by, among other things, higher medical costs to treat those affected by the virus, lower customer volumes due to rising unemployment, lower future risk adjustment revenue due to disrupted care impeding appropriate documentation of customer risk profiles in our Medicare Advantage business, the return of costs for those who had previously deferred care, vaccine costs, continued cost share waivers, the potential for continued deferral of care, or lower investment returns.
Evernorth brings together coordinated and point solution health services including pharmacy solutions, benefits management solutions, care solutions and intelligence solutions, and specialized expertise – from inside and outside the company – to deliver custom and flexible solutions that meet the needs of our clients and customers.
| | | |
| --- | --- | --- |
| HOW WE WIN | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Supply Chain Administration and Network Management | | | Value Based Programs (Express Scripts SafeGuardRx®, Patient AssuranceSM), National Preferred Formulary, SaveOnSP, Express Scripts MedRx ManagementSM, Express Scripts Parachute RxSM, Ascent Health Services, Econdisc, Inside Rx® | | | Clients, Self-paying customers (InsideRx only), Pharmacy Providers | | | Health Plans, Independent PBMs, Managed Care PBMs, Third Party Benefit Administrators, Group Purchasing Organizations | | | | | |
Principal Products & Services
specialty pharmacy networks by manufacturers.
- *Supply Chain Administration and Network Management:*
appropriate, cost-effective drugs and prioritize access, safety and affordability.
◦*Express Scripts Parachute Rx:* Express Scripts Parachute Rx is a prescription discount program administered by Inside Rx to assist Americans who are newly uninsured as a result of the COVID-19 pandemic by providing access to affordable and predictable prices on select generic and brand-name medications.
The program is not insurance but offers discounts on certain prescription medications for uninsured customers.
Express Scripts created this limited-time program through its close partnerships with manufacturers and retail pharmacies across the country.
Through these services, specialist pharmacists provide the expert, personalized care that customers increasingly demand.
◦Through our Healthy Ways to Work initiative, we're helping our partners and their employees navigate COVID-19 with a suite of agile solutions focused on helping people return to a healthy, safe and productive workplace, including digital and onsite support, population health and clinical care and resiliency development to help people cope with change.
◦Advanced Utilization Management programs are the number-one tool for decreasing client spend on pharmacy.
Our customers in the Evernorth segment include clients and patients, as described below, along with a description of our current and former significant clients:
Competition
In addition, our Formulary Consulting team, consisting of pharmacists and
◦Case management support for our customers through the continuum of health care – from inpatient hospitalization to at home care – as well as health coaching and on-site coaching
Industry Developments
U.S. MEDICAL
| Dental & Vision | | | Cigna Dental HealthCare | | | Nationwide | | | GC, ER, ASO | | | U.S. Commercial, U.S. Government | | | Brokers, Direct | | | Dental Insurers, National Insurers | | |
*(1)AZ, CO, FL, IL, KS, MO, NC, TN, TX, UT, VA*
*(2)AL, AZ, AR, CO, DE, FL, GA, IL, KS, MD, MS, MO, NC, NJ, PA, SC, TN, TX*
- *Medicaid Managed Care* provides both acute care and Long-Term Services and Supports ("LTSS") by integrating primary care, behavioral health care, pharmacy services and LTSS for individuals who are age 65 or older or adults who have a disability.
LTSS includes services such as attendant care and day activity and health services.
An excerpt. Shown here: 40 of 267 rewritten, 40 of 167 added and 40 of 166 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information contained under [removed: Litigation Matters] [added: "Litigation Matters"] and [removed: Regulatory Matters] [added: "Regulatory Matters"] in Note [removed: 21] [added: 22] to the Consolidated Financial Statements of this Form 10-K is incorporated herein by reference.
Cover and table of contents
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[removed: ][added: ]
| For the fiscal year ended December 31, [removed: 2020] [added: 2021] | | | | | |
| [removed: •if] [added: Indicate by check mark if] the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | | | | | | | | | | | | | | | ☒ | | | ☐ | | |
| [removed: •if] [added: Indicate by check mark if] the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [removed: Act] [added: Act.] | | | | | | | | | | | | | | | ☐ | | | ☒ | | |
| [removed: •whether] [added: Indicate by check mark whether] the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 [removed: days] [added: days.] | | | | | | | | | | | | | | | ☒ | | | ☐ | | |
| [removed: •whether] [added: Indicate by check mark whether] the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such [removed: files)] [added: files).] | | | | | | | | | | | | | | | ☒ | | | ☐ | | |
| [removed: •whether] [added: Indicate by check mark whether] the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of [removed: “large] [added: "large] accelerated [removed: filer,” “accelerated filer,” “smaller] [added: filer," "accelerated filer," "smaller] reporting [removed: company”] [added: company"] and [removed: “emerging] [added: "emerging] growth [removed: company”] [added: company"] in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | | | | | | | |
| [removed: •If] [added: If] an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | | | | | | | | | | | ☐ | | | | | |
| [removed: •whether] [added: Indicate by check mark whether] the registrant has filed a report on and attestation to its [removed: management’s] [added: management's] assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit [removed: report] [added: report.] | | | | | | | | | | | | | | | ☒ | | | | | |
| [removed: •whether] [added: Indicate by check mark whether] the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Act)] [added: Act).] | | | | | | | | | | | | | | | ☐ | | | ☒ | | |
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2020] [added: 2021] was approximately [removed: $68.9] [added: $80.8] billion.
As of January 31, [removed: 2021, 351,845,606] [added: 2022, 320,953,245] shares of the [removed: registrant’s] [added: registrant's] Common Stock were outstanding.
Part III of this Form 10-K incorporates by reference information from the [removed: registrant’s] [added: registrant's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders.
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| [Item [removed: 12.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_310)] [added: 12.](#i6888d24f74fd49b5ba15f46eb17a7ee6_733)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic5b0f4c2cee8492e9ee4ea74564c54b2_310)] [added: Matters](#i6888d24f74fd49b5ba15f46eb17a7ee6_733)] | | | | | | [removed: [145](#ic5b0f4c2cee8492e9ee4ea74564c54b2_310)] [added: [146](#i6888d24f74fd49b5ba15f46eb17a7ee6_733)] | | |
| [Item [removed: 13.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_313)] [added: 13.](#i6888d24f74fd49b5ba15f46eb17a7ee6_736)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_313)] [added: Independence](#i6888d24f74fd49b5ba15f46eb17a7ee6_736)] | | | | | | [removed: [145](#ic5b0f4c2cee8492e9ee4ea74564c54b2_313)] [added: [146](#i6888d24f74fd49b5ba15f46eb17a7ee6_736)] | | |
| [Item [removed: 14.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_316)] [added: 14.](#i6888d24f74fd49b5ba15f46eb17a7ee6_739)] | | | [Principal Accountant Fees and [removed: Services](#ic5b0f4c2cee8492e9ee4ea74564c54b2_316)] [added: Services](#i6888d24f74fd49b5ba15f46eb17a7ee6_739)] | | | | | | [removed: [145](#ic5b0f4c2cee8492e9ee4ea74564c54b2_316)] [added: [146](#i6888d24f74fd49b5ba15f46eb17a7ee6_739)] | | |
| [Item [removed: 15.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_319)] [added: 15.](#i6888d24f74fd49b5ba15f46eb17a7ee6_745)] | | | [Exhibits and Financial Statement [removed: Schedules](#ic5b0f4c2cee8492e9ee4ea74564c54b2_319)] [added: Schedules](#i6888d24f74fd49b5ba15f46eb17a7ee6_745)] | | | | | | [removed: [146](#ic5b0f4c2cee8492e9ee4ea74564c54b2_319)] [added: [147](#i6888d24f74fd49b5ba15f46eb17a7ee6_745)] | | |
| [Item [removed: 16.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_322)] [added: 16.](#i6888d24f74fd49b5ba15f46eb17a7ee6_751)] | | | [Form 10-K [removed: Summary](#ic5b0f4c2cee8492e9ee4ea74564c54b2_322)] [added: Summary](#i6888d24f74fd49b5ba15f46eb17a7ee6_751)] | | | | | | [removed: [155](#ic5b0f4c2cee8492e9ee4ea74564c54b2_322)] [added: [156](#i6888d24f74fd49b5ba15f46eb17a7ee6_751)] | | |
| [Index to Financial Statement [removed: Schedules](#ic5b0f4c2cee8492e9ee4ea74564c54b2_328)] [added: Schedules](#i6888d24f74fd49b5ba15f46eb17a7ee6_757)] | | | | | | | | | [removed: FS-[1](#ic5b0f4c2cee8492e9ee4ea74564c54b2_328)] [added: FS-[1](#i6888d24f74fd49b5ba15f46eb17a7ee6_757)] | | |
Forward-looking statements may include, among others, statements concerning future financial or operating performance, including our ability to deliver affordable, [removed: personalized] [added: predictable] and [removed: innovative] [added: simple] solutions for our customers and clients, including in light of the challenges presented by the COVID-19 pandemic; future growth, business [removed: strategy,] [added: strategy and] strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; strategic [removed: transactions;] [added: transactions, including the sale of our international life, accident] and [added: supplemental benefits businesses; and] other statements regarding [removed: Cigna’s] [added: Cigna's] future beliefs, expectations, plans, intentions, liquidity, cash flows, financial condition or performance.
| | | | | | | | | | | | | | | | Yes | | | No | | |
| [Risk Factors](#i6888d24f74fd49b5ba15f46eb17a7ee6_670) | | | [33](#i6888d24f74fd49b5ba15f46eb17a7ee6_670) | | |
| [Executive Overview](#i6888d24f74fd49b5ba15f46eb17a7ee6_481) | | | [53](#i6888d24f74fd49b5ba15f46eb17a7ee6_481) | | |
| [Key Transactions and Business Developments](#i6888d24f74fd49b5ba15f46eb17a7ee6_496) | | | [57](#i6888d24f74fd49b5ba15f46eb17a7ee6_496) | | |
| | | | | | |
| [PART I](#i6888d24f74fd49b5ba15f46eb17a7ee6_22) | | | | | | | | |
| [Item 1.](#i6888d24f74fd49b5ba15f46eb17a7ee6_601) | | | [Business](#i6888d24f74fd49b5ba15f46eb17a7ee6_601) | | | [1](#i6888d24f74fd49b5ba15f46eb17a7ee6_601) | | |
| | | | [Overview](#i6888d24f74fd49b5ba15f46eb17a7ee6_604) | | | [1](#i6888d24f74fd49b5ba15f46eb17a7ee6_604) | | |
| | | | [Evernorth](#i6888d24f74fd49b5ba15f46eb17a7ee6_607) | | | [4](#i6888d24f74fd49b5ba15f46eb17a7ee6_607) | | |
| | | | [Cigna Healthcare](#i6888d24f74fd49b5ba15f46eb17a7ee6_610) | | | [11](#i6888d24f74fd49b5ba15f46eb17a7ee6_610) | | |
| | | | [Other Operations](#i6888d24f74fd49b5ba15f46eb17a7ee6_616) | | | [17](#i6888d24f74fd49b5ba15f46eb17a7ee6_616) | | |
| | | | [D](#i6888d24f74fd49b5ba15f46eb17a7ee6_619)[igital](#i6888d24f74fd49b5ba15f46eb17a7ee6_619)[,](#i6888d24f74fd49b5ba15f46eb17a7ee6_619) [Data](#i6888d24f74fd49b5ba15f46eb17a7ee6_619) [and Technology](#i6888d24f74fd49b5ba15f46eb17a7ee6_619) | | | [18](#i6888d24f74fd49b5ba15f46eb17a7ee6_619) | | |
| | | | [Investment Management](#i6888d24f74fd49b5ba15f46eb17a7ee6_622) | | | [19](#i6888d24f74fd49b5ba15f46eb17a7ee6_622) | | |
| | | | [Strategic Investments](#i6888d24f74fd49b5ba15f46eb17a7ee6_5178) | | | [19](#i6888d24f74fd49b5ba15f46eb17a7ee6_5178) | | |
| | | | [Miscellaneous](#i6888d24f74fd49b5ba15f46eb17a7ee6_628) | | | [21](#i6888d24f74fd49b5ba15f46eb17a7ee6_628) | | |
| | | | [Regulation](#i6888d24f74fd49b5ba15f46eb17a7ee6_631) | | | [21](#i6888d24f74fd49b5ba15f46eb17a7ee6_631) | | |
| [Item 2.](#i6888d24f74fd49b5ba15f46eb17a7ee6_637) | | | [Properties](#i6888d24f74fd49b5ba15f46eb17a7ee6_637) | | | [48](#i6888d24f74fd49b5ba15f46eb17a7ee6_637) | | |
| [PART II](#i6888d24f74fd49b5ba15f46eb17a7ee6_649) | | | | | | | | | | | |
| [Item 6.](#i6888d24f74fd49b5ba15f46eb17a7ee6_5219) | | | [\[Reserved\]](#i6888d24f74fd49b5ba15f46eb17a7ee6_5219) | | | | | | [51](#i6888d24f74fd49b5ba15f46eb17a7ee6_5219) | | |
| [Item 9C.](#i6888d24f74fd49b5ba15f46eb17a7ee6_5163) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#i6888d24f74fd49b5ba15f46eb17a7ee6_5163)s | | | | | | [144](#i6888d24f74fd49b5ba15f46eb17a7ee6_5163) | | |
| [PART III](#i6888d24f74fd49b5ba15f46eb17a7ee6_724) | | | | | | | | | | | |
| [PART IV](#i6888d24f74fd49b5ba15f46eb17a7ee6_742) | | | | | | | | | | | |
| [Signatures](#i6888d24f74fd49b5ba15f46eb17a7ee6_754) | | | | | | | | | [157](#i6888d24f74fd49b5ba15f46eb17a7ee6_754) | | |
| | | | | | | | | | | | |
| Indicate by check mark | | | | | | | | | | | | | | | Yes | | | No | | |
| Risk Factors | | | [34](#ic5b0f4c2cee8492e9ee4ea74564c54b2_205) | | |
| Executive Overview | | | [53](#ic5b0f4c2cee8492e9ee4ea74564c54b2_133) | | |
| Industry Developments and Other Matters | | | [58](#ic5b0f4c2cee8492e9ee4ea74564c54b2_136) | | |
| [PART I](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2693) | | | | | | | | |
| [Item 1.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_241) | | | [Business](#ic5b0f4c2cee8492e9ee4ea74564c54b2_241) | | | [1](#ic5b0f4c2cee8492e9ee4ea74564c54b2_241) | | |
| | | | [Overview](#ic5b0f4c2cee8492e9ee4ea74564c54b2_244) | | | [1](#ic5b0f4c2cee8492e9ee4ea74564c54b2_244) | | |
| | | | [Evernorth](#ic5b0f4c2cee8492e9ee4ea74564c54b2_247) | | | [3](#ic5b0f4c2cee8492e9ee4ea74564c54b2_247) | | |
| | | | [U.S. Medical](#ic5b0f4c2cee8492e9ee4ea74564c54b2_250) | | | [10](#ic5b0f4c2cee8492e9ee4ea74564c54b2_250) | | |
| | | | [International Markets](#ic5b0f4c2cee8492e9ee4ea74564c54b2_253) | | | [15](#ic5b0f4c2cee8492e9ee4ea74564c54b2_253) | | |
| | | | [Group Disability and Other](#ic5b0f4c2cee8492e9ee4ea74564c54b2_256) | | | [17](#ic5b0f4c2cee8492e9ee4ea74564c54b2_256) | | |
| | | | [Data, Analytics](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1865) [and Technology](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1865) | | | [19](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1865) | | |
| | | | [Investment Management](#ic5b0f4c2cee8492e9ee4ea74564c54b2_259) | | | [20](#ic5b0f4c2cee8492e9ee4ea74564c54b2_259) | | |
| | | | [Miscellaneous](#ic5b0f4c2cee8492e9ee4ea74564c54b2_262) | | | [22](#ic5b0f4c2cee8492e9ee4ea74564c54b2_262) | | |
| | | | [Regulation](#ic5b0f4c2cee8492e9ee4ea74564c54b2_265) | | | [22](#ic5b0f4c2cee8492e9ee4ea74564c54b2_265) | | |
| [Item 2.](#ic5b0f4c2cee8492e9ee4ea74564c54b2_274) | | | [Properties](#ic5b0f4c2cee8492e9ee4ea74564c54b2_274) | | | [48](#ic5b0f4c2cee8492e9ee4ea74564c54b2_274) | | |
| [PART II](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2679) | | | | | | | | | | | |
| [PART III](#ic5b0f4c2cee8492e9ee4ea74564c54b2_301) | | | | | | | | | | | |
| [PART IV](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2652) | | | | | | | | | | | |
| [Signatures](#ic5b0f4c2cee8492e9ee4ea74564c54b2_325) | | | | | | | | | [156](#ic5b0f4c2cee8492e9ee4ea74564c54b2_325) | | |
An excerpt. Shown here: 40 of 43 rewritten, all 24 added and all 20 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2021 filing and the FY2020 filing.
Item 2. PROPERTIES
7 rewritten, 3 added, 0 removed, 3 unchanged
As of the end of [removed: fiscal year 2020,] [added: 2021,] our global real estate portfolio consisted of approximately [removed: 12.4] [added: 11.7] million square feet of owned and leased [removed: properties.][added: properties to support the operations of our reporting segments.]
Our domestic portfolio had approximately [removed: 10.5] [added: 9.7] million square feet in [removed: 42] [added: 43] states, the District of [removed: Columbia, Puerto Rico] [added: Columbia] and the U.S. Virgin Islands.
Our international properties contain approximately [removed: 2.1] [added: 2.0] million square feet located throughout the following countries: Australia, Bahrain, Belgium, Canada, [added: Cayman Islands,] China, France, Germany, Hong Kong, India, Indonesia, Kenya, Kuwait, Lebanon, Malaysia, [removed: Netherlands,] New Zealand, Oman, Singapore, South Korea, Spain, Switzerland, Taiwan, Thailand, Turkey, United Arab Emirates and the United Kingdom.
Our principal domestic office locations include the Wilde Building located at 900 Cottage Grove Road in Bloomfield, Connecticut (our corporate headquarters), Two Liberty Place located at 1601 Chestnut Street in Philadelphia, [removed: Pennsylvania,] [added: Pennsylvania] and Evernorth's corporate offices located at and around One Express Way in St. Louis, Missouri.
[removed: Express Scripts’] [added: The St. Louis] campus measures approximately 1.2 million square feet of leased space and Two Liberty Place measures approximately [removed: 322,000] [added: 265,000] square feet and is leased space.
The pharmacy operations consist of [removed: ten] [added: 13] order processing [added: home delivery and specialty] pharmacies, [removed: five] [added: six] patient contact centers, [removed: 26] [added: 30] specialty [removed: branch] [added: dispensing] pharmacies and [removed: 11] [added: four] high-volume automated [removed: home delivery and specialty] dispensing pharmacies located throughout the United States.
[removed: Dispensing] [added: Our high-volume automated dispensing] pharmacies are located in Arizona, [removed: Delaware, Florida,] Indiana, [removed: Massachusetts, Missouri, New Jersey, Pennsylvania] [added: Missouri] and [removed: Tennessee.][added: New Jersey.]
Approximately 1.1 million square feet of international properties is held for sale.
In the fourth quarter of 2021, we approved an additional strategic initiative to drive operational improvements and efficiencies.
This initiative includes a reduction in the square footage of owned and leased properties and changes to how sites are utilized.
Item 4. MINE SAFETY DISCLOSURES
10 rewritten, 4 added, 7 removed, 11 unchanged
The principal occupations and employment histories of our executive officers [added: (as of February 23, 2022)] are listed below.
CORDANI, [removed: 55,] [added: 56, Chairman of the Board of Cigna beginning January 2022;] Chief Executive Officer [removed: of Cigna] beginning December 2009; Director since October 2009; President beginning June 2008; and Chief Operating Officer from June 2008 until December 2009.
EDER, [removed: 51,] [added: 52,] Executive Vice President, [added: Global] Chief Information Officer [added: of Cigna] beginning September 2020; Executive Vice President, Chief Information and Digital Officer at Hilton Worldwide Holdings from March 2018 until August 2020; Executive Vice President, Chief Card Customer Experience Officer at Capital One Financial Corporation from November 2016 until 2018; and Executive Vice President, Customer Experience and Operations at Capital One Financial Corporation from September 2014 until November 2016.
EVANKO, [removed: 44,] [added: 45,] Executive Vice President and Chief Financial Officer beginning January 2021; President, Government Business from November 2017 to January 2021; [added: and] President, U.S. Individual Business from August 2013 to November [removed: 2017; Business Financial Officer, Cigna Global Individual, Health, Life and Accident from August 2011 to August 2013.][added: 2017.]
JONES, [removed: 50,] [added: 51,] Executive Vice President and General Counsel of Cigna beginning June 2011; Senior Vice President and General Counsel of Lincoln Financial Group from May 2010 until June 2011; Vice President and Deputy General Counsel of Cigna from April 2008 until May 2010; and Corporate Secretary of Cigna from September 2006 until April 2010.
MURABITO, [removed: 62,] [added: 63,] Executive Vice [added: President and Chief Administrative Officer beginning August 2021; and Executive Vice] President, Human Resources and Services [removed: of Cigna beginning] [added: from] August [removed: 2003.][added: 2003 until August 2021.]
EVERETT NEVILLE, [removed: 56,] [added: 57,] Executive Vice President, [added: Strategy, Corporate Development & Solutions beginning October 2021; Executive Vice President,] Strategy and Business Development [removed: beginning] [added: from] January [added: 2021 to October] 2021; Senior Vice President, Value Creation and Solutions from January 2020 until January 2021; Chief Value Officer from December 2018 until January 2020; Executive Vice President, Strategy, Supply Chain & Specialty, Express Scripts from January 2018 until December 2018; Senior Vice President, Strategy, Supply Chain & Specialty from November 2016 until January 2018; [added: and] Senior Vice President, Supply Chain from March 2015 until November [removed: 2016; Vice President, Pharma Strategy and Contracting from March 2009 until March 2015.][added: 2016.]
PALMER, [removed: 44,] [added: 45,] President and Chief [added: Executive Officer of Evernorth beginning January 2022; President and Chief] Operating Officer, Evernorth [removed: beginning] [added: from] January [added: 2021 until December] 2021; Executive Vice President and Chief Financial Officer from June 2017 to January 2021; Deputy Chief Financial Officer from February 2017 until June 2017; Senior Vice President, Chief Business Financial Officer from November 2015 to February 2017; [added: and] Vice President, Business Financial Officer, Health Care from April 2012 to November [removed: 2015; and Vice President, Business Financial Officer, U.S. Commercial Markets from June 2010 to April 2012.][added: 2015.]
SADLER, [removed: 52,] [added: 53,] President, International Markets beginning June 2014; [added: and] President, Global Individual Health, Life and Accident from July 2010 until June [removed: 2014; and Managing Director Insurance Business Hong Kong, HSBC Insurance Asia Limited from January 2007 until July 2010.][added: 2014.]
TRIPLETT, [removed: 59,] [added: 60,] President, U.S. Commercial beginning February 2017; [added: and] Regional Segment Lead from June 2009 to February 2017.
CHARLES G.
BERG, 64, President, Government Business of Cigna beginning January 2022; Executive Chairman of DaVita Medical Group from November 2016 until December 2017; and Non-Executive Chairman of WellCare Health Plans, Inc. from January 2011 until May 2013.
CYNTHIA RYAN, 48, Executive Vice President, Chief Human Resources Officer beginning August 2021; Senior Vice President, Human Resources from December 2018 to August 2021; Vice President, Human Resources from January 2017 to December 2018; and Vice President, Talent Management from May 2014 to January 2017.
PAUL SANFORD, 54, Executive Vice President, Operations beginning September 2021; Senior Vice President, Operations and Solutions Delivery from January 2021 to September 2021; Senior Vice President, Solutions Delivery from January 2019 to December 2020; Vice President, Solutions Delivery from February 2017 to December 2018; and Vice President, Operating Effectiveness from September 2008 to February 2017.
KRISTEN LAURIA, 52, Executive Vice President, Chief Marketing Officer beginning March 2020; General Manager, Watson Media and Weather at IBM from February 2017 until March 2020; Vice President, Strategy and Business Development, IBM Analytics Group at IBM from April 2016 until February 2017; and Chief Marketing Officer, IBM Global Business Services at IBM from August 2014 to August 2016.
MATTHEW G.
MANDERS, 59, President, Government and Solutions beginning January 2021; President, Strategy and Solutions from November 2018 until January 2021; President, Government & Individual Programs and Group Insurance from February 2017 through November 2017; President, U.S. Markets from June 2014 until February 2017; President, Regional and Operations from November 2011 until June 2014; President, U.S. Service, Clinical and Specialty from January 2010 until November 2011; and President, Cigna HealthCare, Total Health, Productivity, Network & Middle Market from June 2009 until January 2010.
STEVEN B.
MILLER, MD, 63, Executive Vice President and Chief Clinical Officer beginning December 2018; Senior Vice President and Chief Medical Officer, of Express Scripts from October 2007 through December 2018.
TIMOTHY C.
WENTWORTH, 60, Chief Executive Officer, Evernorth beginning September 2020; President, Health Services from February 2020 until September 2020; President, Express Scripts and Cigna Services from December 2018 until February 2020; Chief Executive Officer of Express Scripts from May 2016 until December 2018; President from February 2014 through December 2018; and Senior Vice President and President, Sales and Account Management from April 2012 until February 2014.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9 rewritten, 10 added, 7 removed, 15 unchanged
As of December 31, [removed: 2020,] [added: 2021,] the number of shareholders of record was [removed: 33,418.][added: 31,489.]
[removed: On January 6, 2021] [added: In 2021,] Cigna initiated a quarterly cash dividend and declared [removed: the first] quarterly cash [removed: dividend] [added: dividends] of $1.00 per share of Cigna common [removed: stock to be paid on March 25, 2021 to shareholders of record as of March 10, 2021.][added: stock.]
For the years ended December 31, 2020 and [removed: 2019] [added: 2019,] Cigna paid a yearly cash dividend of $0.04 per share of Cigna common stock.
The following table provides information about [removed: Cigna’s] [added: Cigna's] share repurchase activity for the quarter ended December 31, [removed: 2020:][added: 2021:]
| Period | | | | | | Total # of shares purchased (1) | | | | | | Average price paid per share [added: (1)] | | | | | | Total # of shares purchased as part of publicly announced program (2) | | | | | | Approximate dollar value of shares that may yet be purchased as part of publicly announced program (3) | | |
Employees tendered [removed: 1,371] [added: 567] shares in October, [removed: 1,189] [added: 2,226] shares in November and [removed: 18,748] [added: 7,528] shares in December [removed: 2020.*][added: 2021.]
In [removed: December 2020,] [added: February 2022,] the Board increased repurchase authority by an additional [removed: $2] [added: $2.0] billion.
The graph below compares the cumulative total shareholder return on our common stock for the five years ended December 31, [removed: 2020] [added: 2021] with the cumulative total return of the Standard & [removed: Poor’s 500 Index, the Standard & Poor’s] [added: Poor's ("S&P")] 500 [removed: Health Care Providers & Services] Index and the [removed: Standard & Poor’s Managed Health Care, Life &] [added: S&P 500] Health [removed: Insurance Indexes.][added: Care Index.]
[removed: ][added: ]
See Note 8 to the Consolidated Financial Statements for further information on dividend payments.
For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading "Security Ownership of Certain Beneficial Owners and Management and Rebated Stockholder Matters."
| October 1-31, 2021 | | | | | | 567 | | | | | | $ | 209.40 | | | | | — | | | | | | $ | 6,619,335,337 | |
| November 1-30, 2021 | | | | | | 3,744,700 | | | | | | (1) | | | | | | 3,742,474 | | | | | | $ | 6,009,814,491 | |
| December 1-31, 2021 | | | | | | 4,913,254 | | | | | | (1) | | | | | | 4,905,726 | | | | | | $ | 5,162,962,098 | |
| Total | | | | | | 8,658,521 | | | | | | (1) | | | | | | 8,648,200 | | | | | | N/A | | |
Amount purchased also reflects the final delivery of 910,182 shares in November 2021 and 932,888 shares in December 2021 pursuant to the ASR agreements discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2.
Such repurchases were made pursuant to the Company's share repurchase program described in note (2) of this table.
Average price paid per share for shares not purchased pursuant to the ASR agreements was $215.20 in November 2021 and $213.17 in December 2021.*
Share repurchase authority was $6.0 billion as of February 23, 2022.*
| October 1-31, 2020 | | | | | | 2,513,269 | | | | | | $ | 174.20 | | | | | 2,511,898 | | | | | | $ | 3,154,849,988 | |
| November 1-30, 2020 | | | | | | 2,264,316 | | | | | | $ | 208.21 | | | | | 2,263,127 | | | | | | $ | 2,683,607,700 | |
| December 1-31, 2020 | | | | | | 3,933,971 | | | | | | $ | 206.97 | | | | | 3,915,223 | | | | | | $ | 3,873,160,092 | |
| Total | | | | | | 8,711,556 | | | | | | $ | 197.84 | | | | | 8,690,248 | | | | | | N/A | | |
From January 1, 2021 through February 24, 2021, the Company repurchased 8.1 million shares for approximately $1.7 billion, leaving repurchase authority at $2.1 billion as of February 24, 2021.*
With consideration to Cigna's evolved strategy and recent divestiture of the Group Disability and Life business, for future filings we will select to present the S&P 500 Health Care Index as our peer group for this disclosure.
Peer indices disclosed in previous filings are included herein for comparison.
Item 6. [Reserved]
0 rewritten, 0 added, 1 removed, 0 unchanged
The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data and Supplementary Financial Information.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1,002 rewritten, 405 added, 441 removed, 947 unchanged
We have audited the accompanying consolidated balance sheets of Cigna Corporation and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management’s] [added: Management's] Annual Report on Internal Control over Financial Reporting appearing under Item 9A.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness [removed: exists] [added: exists,] and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
*Goodwill Impairment Assessment - Evernorth and U.S. [removed: Medical] [added: Government] Reporting Units*
As described in Note [removed: 17] [added: 18] to the consolidated financial statements, as of December 31, [removed: 2020,] [added: 2021,] goodwill is primarily reported in the Evernorth segment [removed: ($33.8 billion),] [added: ($35.1 billion) and] the [removed: U.S. Medical] [added: Cigna Healthcare] segment [removed: ($10.4 billion) and, to] [added: ($10.7 billion), of which] a [removed: lesser extent,] [added: portion of] the [removed: International Markets] [added: goodwill balance for the Cigna Healthcare] segment [removed: ($0.4 billion).][added: relates to the U.S. Government reporting unit.]
Fair value of a reporting unit is generally estimated based on [removed: either a market approach or] [added: both] a discounted cash flow analysis [added: and a market approach] using assumptions that management believes a hypothetical market participant would use to determine a current transaction price.
The significant assumptions and estimates used in determining fair value [added: primarily] include the discount rate and future cash flows.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Evernorth and [added: the] U.S. [removed: Medical] [added: Government] reporting units is a critical audit matter are the significant judgment by management when [removed: determining] [added: estimating] the fair value [removed: measurement] of the reporting units.
This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating [removed: management’s] [added: management's] estimate of the reporting [removed: units’] [added: units'] fair value [added: determined using significant assumptions] related to the [removed: assumptions] [added: discount rate, forecasted gross margins, and long-term growth rates] for the [added: Evernorth reporting unit and the] discount [removed: rate] [added: rate, forecasted revenues, benefit expenses, operating expenses,] and [removed: projection of future cash flows.][added: long-term growth rates for the U.S. Government reporting unit (collectively referred to as the "significant assumptions").]
In addition, the audit effort involved the use of professionals with specialized skill and [removed: knowledge to assist in performing these procedures and evaluating the audit evidence obtained.][added: knowledge.]
These procedures included testing the effectiveness of controls relating to [removed: management’s] [added: management's] goodwill impairment assessment, including controls over [removed: management’s] [added: management's] methodology, inputs and assumptions used in its goodwill impairment assessment of the Evernorth and [added: the] U.S. [removed: Medical] [added: Government] reporting units.
These procedures also included, among [removed: others,] [added: others (i)] testing [removed: management’s] [added: management's] process for determining the fair value estimate of the reporting units; [added: (ii)] evaluating the appropriateness of the discounted cash flow [removed: analysis;] [added: analysis and market approach; (iii)] testing the completeness and accuracy of underlying data used in the discounted cash flow [removed: analysis; and evaluating the key inputs] [added: analysis] and [removed: significant assumptions related to the discount rate] [added: market approach] and [added: (iv) evaluating] the [removed: projections] [added: reasonableness] of [removed: future cash flows.][added: the significant assumptions.]
Evaluating the reasonableness of [removed: management’s inputs and] [added: the significant] assumptions involved [removed: considering] [added: consideration of] (i) the current and past performance of the reporting [removed: unit,] [added: units;] (ii) the consistency [removed: of the discount rate and long-term growth rates] with external market and industry [removed: data,] [added: data;] and (iii) whether these assumptions were consistent with evidence obtained in other areas of the [removed: audit.][added: audit, as applicable.]
Professionals with specialized skill and knowledge were used to assist in the evaluation of [removed: certain significant assumptions related to] the [added: reasonableness of the] discount [removed: rate.][added: rate and long-term growth rate significant assumptions.]
[removed: February 25, 2021][added: | 2021 | | | | | | | | | | | |]
| *(In millions, except per share amounts)* | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Pharmacy revenues | | | | | | | | | | | | | | | $ | [removed: 107,769] [added: 121,413] | | | | | $ | [removed: 103,099] [added: 107,769] | | | | | $ | [removed: 5,479] [added: 103,099] | |
| Premiums | | | | | | | | | | | | | | | [removed: 42,627] [added: 41,154] | | | | | | [removed: 39,714] [added: 42,627] | | | | | | [removed: 36,113] [added: 39,714] | | |
| Fees and other revenues | | | | | | | | | | | | | | | [removed: 8,761] [added: 9,962] | | | | | | [removed: 9,363] [added: 8,761] | | | | | | [removed: 5,578] [added: 9,363] | | |
| Net investment income | | | | | | | | | | | | | | | [removed: 1,244] [added: 1,549] | | | | | | [removed: 1,390] [added: 1,244] | | | | | | [removed: 1,480] [added: 1,390] | | |
| TOTAL REVENUES | | | | | | | | | | | | | | | [removed: 160,401] [added: 174,078] | | | | | | [removed: 153,566] [added: 160,401] | | | | | | [removed: 48,650] [added: 153,566] | | |
| Pharmacy and other service costs | | | | | | | | | | | | | | | [removed: 103,484] [added: 117,553] | | | | | | [removed: 97,668] [added: 103,484] | | | | | | [removed: 4,793] [added: 97,668] | | |
| Medical costs and other benefit expenses | | | | | | | | | | | | | | | [removed: 32,710] [added: 33,562] | | | | | | [removed: 30,819] [added: 32,710] | | | | | | [removed: 27,528] [added: 30,819] | | |
| Selling, general and administrative expenses | | | | | | | | | | | | | | | [removed: 14,072] [added: 13,030] | | | | | | [removed: 14,053] [added: 14,072] | | | | | | [removed: 11,934] [added: 14,053] | | |
| Amortization of acquired intangible assets | | | | | | | | | | | | | | | [removed: 1,982] [added: 1,998] | | | | | | [removed: 2,949] [added: 1,982] | | | | | | [removed: 235] [added: 2,949] | | |
| TOTAL BENEFITS AND EXPENSES | | | | | | | | | | | | | | | [removed: 152,248] [added: 166,143] | | | | | | [removed: 145,489] [added: 152,248] | | | | | | [removed: 44,490] [added: 145,489] | | |
| Income from operations | | | | | | | | | | | | | | | [removed: 8,153] [added: 7,935] | | | | | | [removed: 8,077] [added: 8,153] | | | | | | [removed: 4,160] [added: 8,077] | | |
| Interest expense and other | | | | | | | | | | | | | | | [removed: (1,438)] [added: (1,208)] | | | | | | [removed: (1,682)] [added: (1,438)] | | | | | | [removed: (498)] [added: (1,682)] | | |
| Debt extinguishment costs | | | | | | [added: —] | | | | | | [added: —] | | | [removed: (199)] | | | [added: —] | | | [removed: (2)] | | | [added: 199] | | | [removed: —] | | | [added: 199 | | |]
| Gain (loss) on sale of business | | | | | | | | | | | | | | | [removed: 4,203] [added: —] | | | | | | [removed: —] [added: 4,203] | | | | | | — | | |
| Net realized investment gains (losses) | | | | | | | | | | | | | | | [removed: 149] [added: 196] | | | | | | [removed: 177] [added: 149] | | | | | | [removed: (81)] [added: 177] | | |
| Income before income taxes | | | | | | | | | | | | | | | [removed: 10,868] [added: 6,782] | | | | | | [removed: 6,570] [added: 10,868] | | | | | | [removed: 3,581] [added: 6,570] | | |
| TOTAL INCOME TAXES | | | | | | | | | | | | | | | [removed: 2,379] [added: 1,367] | | | | | | [removed: 1,450] [added: 2,379] | | | | | | [removed: 935] [added: 1,450] | | |
| Net income | | | | | | | | | | | | | | | [removed: 8,489] [added: 5,415] | | | | | | [removed: 5,120] [added: 8,489] | | | | | | [removed: 2,646] [added: 5,120] | | |
| Less: Net income attributable to noncontrolling interests | | | | | | | | | | | | | | | [removed: 31] [added: 50] | | | | | | [removed: 16] [added: 31] | | | | | | [removed: 9] [added: 16] | | |
| SHAREHOLDERS' NET INCOME | | | | | | | | | | | | | | | $ | [removed: 8,458] [added: 5,365] | | | | | $ | [removed: 5,104] [added: 8,458] | | | | | $ | [removed: 2,637] [added: 5,104] | |
| Basic | | | | | | | | | | | | | | | $ | [removed: 23.17] [added: 15.87] | | | | | $ | [removed: 13.58] [added: 23.17] | | | | | $ | [removed: 10.69] [added: 13.58] | |
A discount rate is selected to correspond with each reporting unit's weighted average cost of capital.
Future cash flows for Evernorth are primarily driven by the forecasted gross margins of the business, as well as operating expenses and long-term growth rates.
Future cash flows for the U.S. Government reporting unit is primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.
February 24, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | 5,365 | | | | | | | | | | | | 5,365 | | | | | | 31 | | | | | | 5,396 | | | | | | 19 | | |
| Balance at December 31, 2021 | | | | | | $ | 4 | | | | | $ | 29,574 | | | | | $ | (884) | | | | | $ | 32,593 | | | | | $ | (14,175) | | | | | $ | 47,112 | | | | | $ | 18 | | | | | $ | 47,130 | | | | | $ | 54 | |
| Common stock dividend paid | | | | | | (1,341) | | | | | | (15) | | | | | | (15) | | |
| Other, net | | | | | | 39 | | | | | | (160) | | | | | | (92) | | |
CIGNA CORPORATION
| [4](#i6888d24f74fd49b5ba15f46eb17a7ee6_109) | | | [Mergers, Acquisitions and Divestitures](#i6888d24f74fd49b5ba15f46eb17a7ee6_109) | | | [94](#i6888d24f74fd49b5ba15f46eb17a7ee6_109) | | |
| [5](#i6888d24f74fd49b5ba15f46eb17a7ee6_4560) | | | [Assets and Liabilities of Businesses Held for Sale](#i6888d24f74fd49b5ba15f46eb17a7ee6_4560) | | | [95](#i6888d24f74fd49b5ba15f46eb17a7ee6_4560) | | |
| [7](#i6888d24f74fd49b5ba15f46eb17a7ee6_145) | | | [Debt](#i6888d24f74fd49b5ba15f46eb17a7ee6_145) | | | [97](#i6888d24f74fd49b5ba15f46eb17a7ee6_145) | | |
| [12](#i6888d24f74fd49b5ba15f46eb17a7ee6_319) | | | [Fair Value Measurements](#i6888d24f74fd49b5ba15f46eb17a7ee6_319) | | | [114](#i6888d24f74fd49b5ba15f46eb17a7ee6_319) | | |
| [13](#i6888d24f74fd49b5ba15f46eb17a7ee6_376) | | | [Variable Interest Entities](#i6888d24f74fd49b5ba15f46eb17a7ee6_376) | | | [119](#i6888d24f74fd49b5ba15f46eb17a7ee6_376) | | |
| [15](#i6888d24f74fd49b5ba15f46eb17a7ee6_4843) | | | [O](#i6888d24f74fd49b5ba15f46eb17a7ee6_4843)[rganizational](#i6888d24f74fd49b5ba15f46eb17a7ee6_4843) [Efficiency Plan](#i6888d24f74fd49b5ba15f46eb17a7ee6_4843) | | | [122](#i6888d24f74fd49b5ba15f46eb17a7ee6_4843) | | |
| [16](#i6888d24f74fd49b5ba15f46eb17a7ee6_385) | | | [Pension](#i6888d24f74fd49b5ba15f46eb17a7ee6_385) | | | [122](#i6888d24f74fd49b5ba15f46eb17a7ee6_385) | | |
| [19](#i6888d24f74fd49b5ba15f46eb17a7ee6_400) | | | [Leases](#i6888d24f74fd49b5ba15f46eb17a7ee6_400) | | | [132](#i6888d24f74fd49b5ba15f46eb17a7ee6_400) | | |
Details of the Company's reporting segments and recent changes are provided below:
We entered into a definitive agreement in October 2021 to sell our life, accident and supplemental benefits businesses in seven countries to Chubb INA Holdings, Inc. ("Chubb") for $5.75 billion cash (the "Chubb Transaction").
See Note 5 for further information on the classification of these businesses as held for sale.
In connection with the pending Chubb Transaction, we revised our business reporting structure.
As such, we adjusted our segment reporting effective in the fourth quarter of 2021 so that the results previously reported in the International Markets segment are now reported as follows:
- The businesses to be retained by Cigna are now reported in the newly created International Health operating segment that will be aggregated with our existing U.S. Commercial and U.S. Government operating segments in the renamed Cigna Healthcare reporting segment (previously named U.S. Medical segment).
- The businesses to be sold pursuant to the Chubb Transaction are now reported in Other Operations.
Segment results for the years ended December 31, 2020 and 2019 have been restated to conform to the new segment presentation (see Note 23).
A full description of our segments follows:
The Cigna Healthcare segment is comprised of the previously named U.S. Medical segment and the businesses to be retained from the previous International Markets segment.
- Ongoing business:
- Exiting businesses:
- International Life, Accident and Supplemental Benefits Businesses in seven countries to be sold pursuant to the Chubb Transaction.
Recent Accounting Pronouncements
There were no new accounting standards adopted during the year ended December 31, 2021 that had a material impact on our consolidated financial statements.
The Company has performed a comprehensive evaluation of our exposures and does not believe the cessation of LIBOR will materially impact our operations or financial results, primarily because many of the Company's contracts contain contractual fallback language for a new benchmark rate or the underlying exposure is minimal.
The upper-medium grade fixed-income instrument yield is interpreted to mean A-rated.
We currently do not expect the impact of adoption to be material to shareholder's equity.
See Note 5 for Deferred policy acquisition costs reclassified to Assets of businesses held for sale.
Earnings or losses from these equity-method investments in joint ventures are recorded in Fees and other revenues.
absence of retained earnings.
for any estimated payouts within Accrued expenses and other liabilities (current).
A discount rate is selected to correspond 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 that reporting unit.
Projections of future cash flows for each reporting unit are consistent with management’s annual planning process for revenues, pharmacy costs, benefits expenses, operating expenses, taxes, capital levels and long-term growth rates.
The underlying inputs and assumptions used in the development of the discount rate and the projections of future cash flows that were evaluated related to the weighted average cost of capital, revenues, pharmacy costs, benefits expenses, operating expenses, capital levels and long-term growth rates.
| | | | | | | As of December 31, | | | | | | | | |
| Balance at December 31, 2017 | | | | | | $ | 74 | | | | | $ | 2,940 | | | | | $ | (1,082) | | | | | $ | 15,800 | | | | | $ | (4,021) | | | | | $ | 13,711 | | | | | $ | — | | | | | $ | 13,711 | | | | | $ | 49 | |
| Cumulative effect of accounting for financial instruments and hedging | | | | | | | | | | | | | | | | | | (10) | | | | | | 68 | | | | | | | | | | | | 58 | | | | | | | | | | | | 58 | | | | | | | | |
| Reclassification adjustment related to U.S. tax reform legislation | | | | | | | | | | | | | | | | | | (229) | | | | | | 229 | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
| Retirement of treasury stock | | | | | | (13) | | | | | | (529) | | | | | | | | | | | | (3,498) | | | | | | 4,040 | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
| Exchange of Old Cigna common stock | | | | | | (58) | | | | | | 58 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
| Acquisition of Express Scripts (see Note 5) | | | | | | 1 | | | | | | 25,223 | | | | | | | | | | | | | | | | | | | | | | | | 25,224 | | | | | | 7 | | | | | | 25,231 | | | | | | | | |
*(1)See Note 3 for further information about the Company's adoption of new credit loss guidance (ASU 2016-13).*
| Other, net | | | | | | (175) | | | | | | (107) | | | | | | (312) | | |
See table below for Cash, cash equivalents and restricted cash reconciliation.*
*(2)See table below for Cash, cash equivalents and restricted cash reconciliation as of December 31, 2020 and December 31, 2019.*
The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents reported within the Consolidated Balance Sheets to the totals above:
| Total cash, cash equivalents, and restricted cash and cash equivalents | | | $ | 10,245 | | | | | $ | 4,668 | |
| [2](#ic5b0f4c2cee8492e9ee4ea74564c54b2_40) | | | [COVID-19 and Related Economic Impact](#ic5b0f4c2cee8492e9ee4ea74564c54b2_40) | | | [87](#ic5b0f4c2cee8492e9ee4ea74564c54b2_40) | | |
| [5](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58) | | | [Mergers](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58)[,](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58) [Acqui](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58)[sition](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58)[s](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58) and Divestitures | | | [95](#ic5b0f4c2cee8492e9ee4ea74564c54b2_58) | | |
| [7](#ic5b0f4c2cee8492e9ee4ea74564c54b2_70) | | | [Debt](#ic5b0f4c2cee8492e9ee4ea74564c54b2_70) | | | [97](#ic5b0f4c2cee8492e9ee4ea74564c54b2_70) | | |
| [12](#ic5b0f4c2cee8492e9ee4ea74564c54b2_88) | | | [Fair Value Measurements](#ic5b0f4c2cee8492e9ee4ea74564c54b2_88) | | | [115](#ic5b0f4c2cee8492e9ee4ea74564c54b2_88) | | |
| [13](#ic5b0f4c2cee8492e9ee4ea74564c54b2_94) | | | [Variable Interest Entities](#ic5b0f4c2cee8492e9ee4ea74564c54b2_94) | | | [120](#ic5b0f4c2cee8492e9ee4ea74564c54b2_94) | | |
| [15](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2096) | | | [Pension](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2096) | | | [123](#ic5b0f4c2cee8492e9ee4ea74564c54b2_2096) | | |
| [18](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1999) | | | [Leases](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1999) | | | [132](#ic5b0f4c2cee8492e9ee4ea74564c54b2_1999) | | |
The Company reports its results in the segments detailed below:
In connection with the launch of Evernorth in the third quarter 2020, two reporting segments were re-named: Health Services was renamed as Evernorth and Integrated Medical was renamed as U.S. Medical.
In addition, two of our operating segments were re-named: Commercial and Government were renamed as U.S. Commercial and U.S. Government, respectively.
There were no changes to the underlying businesses reported in the segments.
On December 31, 2020, Cigna completed the sale of its U.S. Group Disability and Life business to New York Life Insurance Company.
Note 2 – COVID-19 and Related Economic Impact
All aspects of our business were impacted in fiscal year 2020 by the ongoing coronavirus ("COVID-19") pandemic.
The Company initiated several actions to assist our customers, clients, health care providers and employees in this time of crisis.
As described below, management has taken a number of steps to assess the impact on our business, including the financial reporting implications associated with this pandemic.
The COVID-19 pandemic has pervasively impacted the economy, financial markets and the global health care delivery systems.
The effects of the COVID-19 pandemic on the Company began to emerge in the United States at the end of the first quarter and were not material to the Company's results of operations or financial condition for that period.
Beginning in April, we experienced a significant deferral of care by our customers.
The deferral of care moderated over the course of the second quarter with utilization levels eventually returning to nearly normal levels by the end of June.
In the third quarter, we experienced increased medical utilization as we observed a reduction to the level of deferred care and our customers sought care for COVID-19 testing and treatment.
In the fourth quarter, as COVID-19 cases increased, the costs for testing and treatment exceeded the savings related to the deferral of care.
These impacts were most prevalent in the U.S. Medical segment where fourth quarter earnings were adversely impacted by increased costs of COVID-19 care and decreased contributions from our specialty products.
Full year U.S. Medical results reflect COVID-19 impacts of deferral of care by our customers partially offset by the cost of COVID-19 care, the cost of COVID-19 related actions including premium relief programs for employer clients, cost share waivers for customers, customer disenrollment and actions to support providers and employees.
An excerpt. Shown here: 40 of 1,002 rewritten, 40 of 405 added and 40 of 441 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 0 removed, 11 unchanged
Management of Cigna Corporation is responsible for establishing and maintaining adequate internal [removed: controls] [added: control] over financial reporting.
(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United [removed: States,] [added: States] and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
Management assessed the effectiveness of the [removed: Company’s] [added: Company's] internal [removed: controls] [added: control] over financial reporting as of December 31, [removed: 2020.][added: 2021.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”)] [added: ("COSO")] in *Internal Control-Integrated Framework (2013).* Based on [removed: management’s] [added: management's] assessment and the criteria set forth by COSO, it was determined that the [removed: Company’s] [added: Company's] internal [removed: controls] [added: control] over financial reporting [removed: are] [added: is] effective as of December 31, [removed: 2020.][added: 2021.]
There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, Cigna's internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 2 removed, 0 unchanged
Effective as of February 22, 2022, the Board of Directors of the Company adopted restated by-laws (the “By-Laws”) in order to make certain clarifications and ministerial changes relating to the responsibilities of the Chair of the Board.
The foregoing summary does not purport to be a complete description of the By-Laws and is qualified in its entirety by reference to the complete text of the By-Laws, a copy of which is filed herewith as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference in this Item 9B.
None.
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 6 unchanged
The information under the captions [removed: “Corporate] [added: "Corporate] Governance Matters – Board of [removed: Directors’ Nominees”] [added: Directors' Nominees"] and [removed: “–] [added: "–] Board Meetings and [removed: Committees”] [added: Committees"] (as it relates to Audit Committee disclosure) in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
The information under the caption [removed: “Corporate] [added: "Corporate] Governance Matters – Codes of [removed: Ethics”] [added: Ethics"] in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
The information under the caption [removed: “Ownership] [added: "Ownership] of Cigna Common Stock – Delinquent Section 16(a) [removed: Reports”,] [added: Reports",] if included in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders, is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions [removed: “Corporate] [added: "Corporate] Governance Matters – Non-Employee Director [removed: Compensation,” “Certain] [added: Compensation," "Certain] Transactions – Compensation Committee Interlocks and Inside [removed: Participation,” “Compensation] [added: Participation," "Compensation] Matters – Compensation Discussion and [removed: Analysis,” “–] [added: Analysis," "–] Report of the People Resources [removed: Committee”] [added: Committee"] and [removed: “–] [added: "–] Executive Compensation [removed: Tables”] [added: Tables"] in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
6 rewritten, 5 added, 5 removed, 6 unchanged
The following table presents information regarding [removed: Cigna’s] [added: Cigna's] equity compensation plans as of December 31, [removed: 2020:][added: 2021:]
*(i) [removed: 82,426] [added: 78,070] restricted stock units, [removed: 122,887] [added: 61,201] deferred shares and [removed: 1,615,392] [added: 1,719,282] strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan, the [added: Cigna] Corporation Stock Plan and the Cigna Corporation Director Equity Plan; and*
*(ii) [removed: 637,546] [added: 545,035] shares of common stock underlying stock option awards [removed: and 153,959 restricted stock units] granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, [removed: 5,728 deferred shares granted under the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005, 1,327,353] [added: 892,421] shares of common stock underlying stock option awards granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, [removed: 1,091,220] [added: 530,092] shares of common stock underlying stock option awards [removed: and 3,300 restricted stock units] granted under the Medco Health Solutions, Inc. 2002 Stock Incentive [removed: Plan,] [added: Plan] and [removed: 43,737] [added: 13,798] shares of common stock underlying stock option awards granted under the Accredo Health, Incorporated 2002 Long-Term Incentive Plan that were all approved by the applicable [removed: company’s] [added: company's] shareholders before [removed: Cigna’s] [added: Cigna's] acquisition of Express Scripts in December 2018.*
The outstanding stock options assumed due to Cigna's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of [removed: $143.21.][added: $148.00.]
Excluding the assumed options from this acquisition results in a weighted-average exercise price of [removed: $156.69.*][added: $176.00.*]
The information under the captions [removed: “Ownership] [added: "Ownership] of Cigna Common Stock – Stock Held by Directors, Nominees and Executive [removed: Officers”] [added: Officers"] and [removed: “Ownership] [added: "Ownership] of Cigna Common Stock – Stock Held by Certain Beneficial [removed: Owners”] [added: Owners"] in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
| | | | | | | (a) (1) | | | | | | (b) (2) | | | | | | (c) (3) | | |
| Equity Compensation Plans Approved by Security Holders | | | | | | 10,348,718 | | | | | | $ | 169.47 | | | | | 19,105,282 | | |
| Total | | | | | | 10,348,718 | | | | | | $ | 169.47 | | | | | 19,105,282 | | |
*(3)Represents 19,105,282 shares of common stock available as of the close of business December 31, 2021 for future issuance under the Cigna Long-Term Incentive Plan.
No further grants may be made and no shares remain available for future issuance under any plan other than the Cigna Long-Term Incentive Plan.*
| | | | | | | (a)(1) | | | | | | (b)(2) | | | | | | (c)(3) | | |
| Equity Compensation Plans Approved by Security Holders | | | | | | 11,725,097 | | | | | | $ | 152.40 | | | | | 23,618,311 | | |
| Total | | | | | | 11,725,097 | | | | | | $ | 152.40 | | | | | 23,618,311 | | |
*(3)Includes 213,471 shares of common stock available as of the close of business December 31, 2020 for future issuance under the Cigna Corporation Director Equity Plan, 20,591,667 shares of common stock available as of the close of business on December 31, 2020 for future issuance under the Cigna Long-Term Incentive Plan that includes 10,728,281 shares of common stock available assumed from the Express Scripts, Inc. 2016 Long-Term Incentive Plan, and 2,813,173 shares of common stock available as of the close of business December 31, 2020 for future issuance under the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005.
Because no further grants may be made under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, the Medco Health Solutions, Inc. 2002 Stock Incentive Plan and the Accredo Health, Incorporated 2002 Long-Term Incentive Plan, shares available for issuance under these plans are not included.*
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions [removed: “Corporate] [added: "Corporate] Governance Matters – Director [removed: Independence”] [added: Independence"] and [removed: “–] [added: "–] Certain [removed: Transactions”] [added: Transactions"] in [removed: Cigna’s] [added: Cigna's] definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
Item 14. . PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information under the captions [removed: “Audit] [added: "Audit] Matters – Policy for the Pre-Approval of Audit and Non-Audit [removed: Services”] [added: Services"] and [removed: “–] [added: "–] Fees to Independent Registered Public Accounting [removed: Firm”] [added: Firm"] in Cigna’s definitive proxy statement related to the [removed: 2021] [added: 2022] annual meeting of shareholders is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
75 rewritten, 15 added, 5 removed, 84 unchanged
Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
Consolidated Statements of Changes in Total Equity for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
| 2.1(a) | | | [Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts Holding Company, Cigna Holding Company (formerly Cigna Corporation), Halfmoon I, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/701221/000095015918000095/ex2-1.htm) [and] [added: Inc. and] Halfmoon II, Inc.](http://www.sec.gov/Archives/edgar/data/701221/000095015918000095/ex2-1.htm) | | | Filed by Cigna Holding Company [removed: (“CHC”)] [added: ("CHC")] as Exhibit 2.1 to the Current Report on Form 8-K on March 13, 2018 and incorporated herein by reference. | | |
| [removed: 3.2] [added: 10.1(a)] | | | [removed: [Amended and Restated By-Laws of the registrant as last] [added: [Cigna Long-Term Incentive Plan,] amended [removed: February 26, 2020.](http://www.sec.gov/Archives/edgar/data/1739940/000095015920000057/ex3-1.htm)] [added: and restated effective April 28, 2021 (the "Cigna LTIP")](http://www.sec.gov/Archives/edgar/data/0001739940/000095015921000138/ex10-1.htm)] | | | Filed by the registrant as Exhibit [removed: 3.1] [added: 10.1] to the Current Report on Form 8-K on [removed: February 27, 2020] [added: May 3, 2021] and incorporated herein by reference. | | |
| 4.3(h) | | | [Supplemental Indenture No. 8 dated November 10, 2011 between Cigna Holding Company and U.S. Bank National [removed: Associat](http://www.sec.gov/Archives/edgar/data/701221/000095015911000748/ex4-1.htm)[ion](http://www.sec.gov/Archives/edgar/data/701221/000095015911000748/ex4-1.htm)] [added: Association](http://www.sec.gov/Archives/edgar/data/701221/000095015911000748/ex4-1.htm)] | | | Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on November 14, 2011 and incorporated herein by reference. | | |
| 4.3(l) | | | [Supplemental Indenture No. 12, dated as of October 11, 2019, among Cigna Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and U.S. [removed: Bank](http://www.sec.gov/Archives/edgar/data/1739940/000095015919000178/ex4-3.htm) [National] [added: Bank National] Association, as trustee](http://www.sec.gov/Archives/edgar/data/1739940/000095015919000178/ex4-3.htm) | | | Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. | | |
| 4.4(a) | | | [Indenture dated January 1, 1994 between Cigna Holding Company (formerly Cigna [removed: Corporation )] [added: Corporation)] and Marine Midland Bank](http://www.sec.gov/Archives/edgar/data/701221/000095012310016612/c96757exv4w2.htm) | | | Filed by CHC as Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. | | |
| 4.4(b) | | | [Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Cigna Holding Company and HSBC Bank USA, National Association (as successor to Marine Midland Bank, N.A.), [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_2.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_2.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_2.htm)] | | | Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. | | |
| 4.5(b) | | | [Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Cigna Holding Company and Deutsche Bank Trust Company Americas, a New York banking corporation (as successor to Bankers Trust Company), [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_3.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_3.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_3.htm)] | | | Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. | | |
| 4.6(a) | | | [Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w1.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w1.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w1.htm)] | | | Filed by Express Scripts, Inc. [removed: (“ESI”)] [added: ("ESI")] as Exhibit 4.1 to the Current Report on Form 8-K filed November 25, 2011 and incorporated herein by reference. | | |
| 4.6(b) | | | [Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w4.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w4.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w4.htm)] | | | Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. | | |
| 4.6(c) | | | [Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w5.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w5.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w5.htm)] | | | Filed by ESI as Exhibit 4.5 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. | | |
| 4.6(d) | | | [Seventh Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, [removed: as Trustee,] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000119312512053000/d298185dex43.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000119312512053000/d298185dex43.htm)[,] related to Express Scripts Holding [removed: Company’s] [added: Company's] 3.900% senior notes due 2022](http://www.sec.gov/Archives/edgar/data/885721/000119312512053000/d298185dex43.htm) | | | Filed by ESI as Exhibit 4.3 to the Current Report on Form 8-K filed February 10, 2012 and incorporated herein by reference. | | |
| 4.6(e) | | | [Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex41.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex41.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex41.htm)] | | | Filed by Express Scripts Holding Company [removed: (“ESRX”)] [added: ("ESRX")] as Exhibit 4.1 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference. | | |
| 4.6(f) | | | [Eleventh Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex41.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex41.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex41.htm)] | | | Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. | | |
| 4.6(g) | | | [Twelfth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex42.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex42.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex42.htm)] | | | Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. | | |
| 4.6(h) | | | [Thirteenth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex43.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex43.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312514227222/d739531dex43.htm)] | | | Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. | | |
| 4.6(i) | | | [Sixteenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex41.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex41.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex41.htm)] | | | Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference. | | |
| 4.6(j) | | | [Seventeenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex42.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex42.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516477506/d147797dex42.htm)] | | | Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference. | | |
| 4.6(k) | | | [Eighteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex41.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex41.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex41.htm)] | | | Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. | | |
| 4.6(l) | | | [Nineteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex42.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex42.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex42.htm)] | | | Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. | | |
| 4.6(m) | | | [Twentieth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex43.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex43.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312516641222/d222012dex43.htm)] | | | Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. | | |
| 4.6(n) | | | [Twenty-Second Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex41.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex41.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex41.htm)] | | | Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. | | |
| 4.6(o) | | | [Twenty-Third Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee and] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex42.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex42.htm) [and] Calculation Agent](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex42.htm) | | | Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. | | |
| 4.6(p) | | | [Twenty-Fourth Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex43.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex43.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312517357436/d491423dex43.htm)] | | | Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. | | |
| 4.6(q) | | | [Twenty-Fifth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation, Express Scripts Holding Company and Wells Fargo Bank, National Association, [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_4.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_4.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_4.htm)] | | | Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. | | |
| 4.7(a) | | | [Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w1.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w1.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w1.htm)] | | | Filed by ESI as Exhibit 4.1 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference. | | |
| 4.7(b) | | | [Third Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w4.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w4.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012309013049/c51719dexv4w4.htm)] | | | Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference. | | |
| 4.7(c) | | | [Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w6.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w6.htm) [trustee](http://www.sec.gov/Archives/edgar/data/885721/000095012311100363/y93612exv4w6.htm)] | | | Filed by ESI as Exhibit 4.6 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. | | |
| 4.7(d) | | | [Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex42.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex42.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1532063/000119312512153615/d330282dex42.htm)] | | | Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference. | | |
| 4.7(e) | | | [Ninth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), [removed: as Trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_5.htm)] [added: as](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_5.htm) [trustee](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_5.htm)] | | | Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. | | |
| [removed: 10.1(a)] [added: 10.5(a)] | | | [removed: [Cigna] [added: [Express Scripts, Inc. 2011] Long-Term Incentive Plan [removed: as] [added: (as] amended and restated effective [removed: as of] April [removed: 26, 2017 (the “Cigna LTIP”)](http://www.sec.gov/Archives/edgar/data/701221/000095015917000117/ex10-1.htm)] [added: 2, 2012) (the](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_10.htm) ["](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_10.htm)[ESI LTIP](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_10.htm)["](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_10.htm)[)](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_10.htm)] | | | Filed by the registrant as Exhibit [removed: 10.1] [added: 4.10] to the [removed: Current Report] [added: Registration Statement] on Form [removed: 8-K] [added: S-8 (No. 333-228930)] on [removed: May 1, 2017] [added: December 20, 2018] and incorporated herein by reference. | | |
| [removed: 10.1(b)] [added: 10.1(f)] | | | [removed: [Amendment No. 1, effective January 25, 2018, to the] [added: [Form of] Cigna [removed: LTIP](http://www.sec.gov/Archives/edgar/data/701221/000110465918030187/a18-8638_1ex10d3.htm)] [added: LTIP: Nonqualified Stock Option Grant Agreement](http://www.sec.gov/Archives/edgar/data/701221/000110465918030187/a18-8638_1ex10d5.htm)] | | | Filed by CHC as Exhibit [removed: 10.3] [added: 10.5] to [removed: the] Quarterly Report on Form 10-Q for the [removed: quarterly] period ended March 31, 2018 and incorporated herein by reference. | | |
| [removed: 10.1(c)] [added: 10.1(b)] | | | [Form of Cigna LTIP: Nonqualified Stock Option and Grant Letter](http://www.sec.gov/Archives/edgar/data/701221/000130817912000042/lexhibit_10_21.htm) | | | Filed by CHC as Exhibit 10.21 to Form 10-K for the year ended December 31, 2011 and incorporated herein by reference. | | |
| [removed: 10.1(d)] [added: 10.1(c)] | | | [Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement](http://www.sec.gov/Archives/edgar/data/701221/000110465914033290/a14-9742_1ex10d2.htm) | | | Filed by CHC as Exhibit 10.2 to Form 10-Q for the period ended March 31, 2014 and incorporated herein by [added: reference.] | | |
| [removed: 10.1(e)] [added: 10.1(d)] | | | [Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement](http://www.sec.gov/Archives/edgar/data/701221/000110465915032254/a15-7960_1ex10d3.htm) | | | Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2015 and incorporated herein by [added: reference.] | | |
| [removed: 10.1(f)] [added: 10.1(e)] | | | [Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement](http://www.sec.gov/Archives/edgar/data/701221/000110465917030101/a17-8864_1ex10d3.htm) | | | Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference. | | |
(Public Company Accounting Oversight Board ID: 238)
| 3.2 | | | [Amended and Restated By-Laws of the registrant as last amended February 22, 2022](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh32amendedandrestatedbyl.htm) | | | Filed herewith. | | |
| 4.1(f) | | | [Fifth Supplemental Indenture, dated as of March 3, 2021, between Cigna Corporation and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/0001739940/000114036121007207/nt10020524x5_ex4-1.htm) | | | Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 3, 2021 and incorporated herein by reference. | | |
| 4.8 | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/0001739940/000173994021000007/exhibit48cigna-description.htm) | | | Filed by the registrant as Exhibit 4.8 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. | | |
| 10.1(j) | | | [Form of Cigna Stock Unit Plan: Restricted Stock Unit Grant Agreeme](http://www.sec.gov/Archives/edgar/data/0001739940/000110465919026396/a19-9011_1ex10d4.htm#Exhibit10_4_025919)[nt](http://www.sec.gov/Archives/edgar/data/0001739940/000110465919026396/a19-9011_1ex10d4.htm#Exhibit10_4_025919) | | | Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference. | | |
| 10.1(o) | | | [Form of Cigna LTIP: Strategic Performance Share Grant Agreement](http://www.sec.gov/Archives/edgar/data/0001739940/000173994021000011/exh101grant_agreemntx21sps.htm) | | | Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | | |
| 10.1(r) | | | [Form of Cigna LTIP: Restricted Stock Unit Grant Agreement](http://www.sec.gov/Archives/edgar/data/0001739940/000173994021000011/exh104grant_agreemntx21rsu.htm) | | | Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | | |
| 10.12(c) | | | [Amendment No. 2 to the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005](http://www.sec.gov/Archives/edgar/data/0001739940/000173994021000017/exhibit103-2021_q2.htm) | | | Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference. | | |
| 10.17(a) | | | [Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective January 1, 2022](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1017adirectorcompensati.htm) | | | Filed herewith. | | |
| 10.17(b) | | | [Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective April 1, 2022](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1017bdirectorcompensati.htm) | | | Filed herewith. | | |
| 10.30(b) | | | [Executive Retirement Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of November 3, 2021](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1030bwentworthretiremen.htm) | | | Filed herewith. | | |
| 10.30(c) | | | [Advisory Services Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of November 3, 2021](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1030cwentworthadvisorya.htm) | | | Filed herewith. | | |
| 10.36(b) | | | [Executive Retirement Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1036bmandersretirementa.htm) | | | Filed herewith. | | |
| 10.36(c) | | | [Advisory Services Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021](https://www.sec.gov/Archives/edgar/data/1739940/000173994022000007/exh1036cmandersadvisoryagr.htm) | | | Filed herewith. | | |
| 10.38 | | | [Revolving Credit and Letter of Credit Agreement, dated as of April 29, 2021, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD and Wells FargoSecurities, LLC, as joint lead arrangers and joint bookrunners](http://www.sec.gov/Archives/edgar/data/0001739940/000114036121015041/brhc10023716_ex10-1.htm) | | | Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 30, 2021 and incorporated herein by reference. | | |
| 4.8 | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/1739940/000173994021000007/exhibit48cigna-description.htm) | | | Filed herewith | | |
| 10.18 | | | [Cigna Corporation Director Equity Plan, as amended December 4, 2020](https://www.sec.gov/Archives/edgar/data/1739940/000173994021000007/exhibit1018-directorsequit.htm) | | | Filed herewith. | | |
| 10.20 | | | [Deferred Compensation Plan of 2005 for Directors of Cigna Corporation, Amended and Restated effective April 28, 2010](http://www.sec.gov/Archives/edgar/data/1739940/000114036118045513/ex4_8.htm) | | | Filed by the registrant as Exhibit 4.8 to the Registration Statement on Form S-8 (No. 333- 228930) on December 20, 2018 and incorporated herein by reference. | | |
| 10.31 | | | [Express Scripts Holding Company Executive Employment Agreement with Timothy Wentworth dated May 4, 2016](http://www.sec.gov/Archives/edgar/data/1532063/000119312516577530/d174618dex101.htm) | | | Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference. | | |
| 10.38 | | | [Revolving Credit and Letter of Credit Agreement, dated as of April 6, 2018](http://www.sec.gov/Archives/edgar/data/701221/000095015918000153/ex10-1.htm) | | | Filed by CHC as Exhibit 10.1 to Current Report on Form 8-K on April 12, 2018 and incorporated herein by reference. | | |
An excerpt. Shown here: 40 of 75 rewritten, all 15 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
106 rewritten, 50 added, 32 removed, 150 unchanged
Date: February [removed: 25, 2021][added: 24, 2022]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 25, 2021.][added: 24, 2022.]
| David M. Cordani | | | | | | Chief Executive Officer and [removed: Director (Principal Executive Officer)] [added: Chairman of the Board] | | |
| Brian C. Evanko | | | | | | Executive Vice President and Chief Financial Officer [removed: (Principal Financial Officer)] | | |
| Mary T. Agoglia Hoeltzel | | | | | | Senior Vice President, Tax and Chief Accounting Officer [removed: (Principal Accounting Officer)] | | |
| Eric C. Wiseman | | | | | | [added: Lead Independent] Director | | |
| | | | | | | Statements of Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | FS-3 | | |
| | | | | | | Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | FS-4 | | |
| | | | | | | Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | FS-5 | | |
| | | | II | | | Valuation and Qualifying Accounts for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | FS-8 | | |
Our audits of the consolidated financial statements referred to in our report dated February [removed: 25,] [added: 24, 2022 appearing in the] 2021 [added: Annual Report to Shareholders of Cigna Corporation] (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed [removed: on page FS-1] in Item [removed: 15] [added: 15(a)(2)] of this Form 10-K.
[removed: February 25, 2021][added: | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
| [removed: *(in] [added: *(In] millions)* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Net investment income | | | | | | $ | [removed: 1] [added: —] | | | | | $ | [removed: —] [added: 1] | | | | | $ | [removed: 123] [added: —] | |
| Intercompany interest income | | | | | | [removed: 475] [added: 471] | | | | | | [removed: 6] [added: 475] | | | | | | [removed: —] [added: 6] | | |
| Total revenues | | | | | | [removed: 476] [added: 471] | | | | | | [removed: 6] [added: 476] | | | | | | [removed: 123] [added: 6] | | |
| Selling, general and administrative expenses | | | | | | [removed: 4] [added: 8] | | | | | | [removed: (85)] [added: 4] | | | | | | [removed: 200] [added: (85)] | | |
| Total operating expenses | | | | | | [removed: 4] [added: 8] | | | | | | [removed: (85)] [added: 4] | | | | | | [removed: 200] [added: (85)] | | |
| Income [removed: (loss)] from operations | | | | | | [removed: 472] [added: 463] | | | | | | [removed: 91] [added: 472] | | | | | | [removed: (77)] [added: 91] | | |
| Interest and other (expense) | | | | | | [removed: (1,324)] [added: (1,197)] | | | | | | [removed: (1,032)] [added: (1,324)] | | | | | | [removed: (244)] [added: (1,032)] | | |
| Intercompany interest (expense) | | | | | | [removed: (48)] [added: (13)] | | | | | | [removed: (127)] [added: (48)] | | | | | | [removed: (5)] [added: (127)] | | |
| Debt extinguishment costs | | | | | | [removed: (171)] [added: (131)] | | | | | | [removed: —] [added: (171)] | | | | | | — | | |
| Loss before [added: income] taxes | | | | | | [removed: (1,071)] [added: (878)] | | | | | | [removed: (1,068)] [added: (1,071)] | | | | | | [removed: (327)] [added: (1,068)] | | |
| Income tax (benefit) | | | | | | [removed: (234)] [added: (180)] | | | | | | [removed: (251)] [added: (234)] | | | | | | [removed: (74)] [added: (251)] | | |
| Loss of Parent Company | | | | | | [removed: (837)] [added: (698)] | | | | | | [removed: (817)] [added: (837)] | | | | | | [removed: (253)] [added: (817)] | | |
| Equity in income of subsidiaries | | | | | | [removed: 9,295] [added: 6,063] | | | | | | [removed: 5,921] [added: 9,295] | | | | | | [removed: 2,890] [added: 5,921] | | |
| Shareholders' net income | | | | | | [removed: 8,458] [added: 5,365] | | | | | | [removed: 5,104] [added: 8,458] | | | | | | [removed: 2,637] [added: 5,104] | | |
| Net unrealized appreciation (depreciation) on securities and derivatives | | | | | | [removed: (75)] [added: (215)] | | | | | | [removed: 957] [added: (75)] | | | | | | [removed: (365)] [added: 957] | | |
| Net translation (losses) gains of foreign currencies | | | | | | [removed: 260] [added: (218)] | | | | | | [removed: (54)] [added: 260] | | | | | | [removed: (152)] [added: (54)] | | |
| Postretirement benefits liability adjustment | | | | | | [removed: (105)] [added: 410] | | | | | | [removed: (133)] [added: (105)] | | | | | | [removed: 127] [added: (133)] | | |
| Shareholders' other comprehensive income (loss), net of tax | | | | | | [removed: 80] [added: (23)] | | | | | | [removed: 770] [added: 80] | | | | | | [removed: (390)] [added: 770] | | |
| Shareholders' comprehensive income | | | | | | $ | [removed: 8,538] [added: 5,342] | | | | | $ | [removed: 5,874] [added: 8,538] | | | | | $ | [removed: 2,247] [added: 5,874] | |
| [removed: *(in] [added: *(In] millions)* | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 4,157] [added: 33] | | | | | $ | [removed: —] [added: 4,157] | |
| Short-term investments | | | | | | [removed: 49] [added: 99] | | | | | | [removed: 30] [added: 49] | | |
| Other current assets | | | | | | [removed: 4] [added: 9] | | | | | | 4 | | |
| Total current assets | | | | | | [removed: 4,210] [added: 141] | | | | | | [removed: 34] [added: 4,210] | | |
| Intercompany receivable | | | | | | [removed: 1,666] [added: 8,962] | | | | | | [removed: 4,111] [added: 1,666] | | |
| Investments in subsidiaries | | | | | | [removed: 76,040] [added: 70,896] | | | | | | [removed: 77,380] [added: 76,040] | | |
| Other noncurrent assets | | | | | | [removed: 22] [added: 17] | | | | | | [removed: 19] [added: 22] | | |
| | | | | | | (Principal Executive Officer) | | |
| | | | | | | (Principal Financial Officer) | | |
| | | | | | | (Principal Accounting Officer) | | |
| /s/ Neesha Hathi | | | | | | | | |
| Neesha Hathi | | | | | | Director | | |
| /s/ George Kurian | | | | | | | | |
| George Kurian | | | | | | Director | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
February 24, 2022
| *(In millions)* | | | | | | 2021 | | | | | | 2020 | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
The proceeds of this issuance were mainly used to redeem outstanding debt securities.
The remaining proceeds are available for general corporate purposes.
| | | | | | | | | | | | | | | | | | | | | |
| $500 million (1) | | | | | | March 15, 2024 | | | | | | 0.613% | | | | | | $499 million | | |
| $800 million (2) | | | | | | March 15, 2026 | | | | | | 1.250% | | | | | | $797 million | | |
| $1,500 million (3) | | | | | | March 15, 2031 | | | | | | 2.375% | | | | | | $1,492 million | | |
| $1,500 million (4) | | | | | | March 15, 2051 | | | | | | 3.400% | | | | | | $1,479 million | | |
*(1)* *Redeemable at any time discounted at the U.S. Treasury rate plus 7.5 basis points.
Redeemable at par on or after March 15, 2022.*
*(2)* *Redeemable at any time discounted at the U.S. Treasury rate plus 10 basis points.
Redeemable at par on or after February 15, 2026.*
*(3)* *Redeemable at any time discounted at the U.S. Treasury rate plus 15 basis points.
Redeemable at par on or after December 15, 2030.*
*(4)* *Redeemable at any time discounted at the U.S. Treasury rate plus 20 basis points.
Redeemable at par on or after September 15, 2050.*
Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below.
In April 2021, Cigna entered into a $3.0 billion five-year revolving credit and letter of credit agreement that matures in April 2026 and a $1.0 billion three-year revolving credit agreement that matures in April 2024, which are diversified among 23 banks and replaced the five-year revolving credit and letter of credit agreement that was scheduled to mature in April 2023.
Each of the five-year facility, the three-year facility and the 364-day facility include an option to increase commitments in an aggregate amount of up to $1.5 billion across all three facilities.
The commercial paper average interest rate was 0.26% at December 31, 2021.
| | | | | | | | | |
| 2022 | | | | | | $ | 430 | |
| 2024 | | | | | | $ | 1,214 | |
| | | | | | | | | | | | |
| /s/ Isaiah Harris, Jr. | | | | | | | | |
| Isaiah Harris, Jr. | | | | | | Chairman of the Board | | |
| /s/ William L. Roper, M.D. | | | | | | | | |
| William L. Roper, M.D. | | | | | | Director | | |
| | | | | | | Cigna | | | | | | Cigna | | | | | | Cigna | | |
| Realized investment (loss) | | | | | | — | | | | | | — | | | | | | (1) | | |
| Other, net | | | | | | — | | | | | | — | | | | | | (27,115) | | |
Note 1 — Cigna Holding Company (formerly Cigna Corporation) was incorporated in Delaware in 1981.
Halfmoon Parent, Inc. was incorporated in Delaware in March 2018.
Halfmoon Parent, Inc. was renamed Cigna Corporation and Cigna Holding Company became its subsidiary concurrent with the consummation of the combination with Express Scripts on December 20, 2018.
The proceeds of this issuance were mainly used to pay the consideration for the cash tender and redemption offer as described below.
| $1,500 million | | | | | | March 15, 2030 | | | | | | 2.4% | | | | | | $1,491 million | | |
| $750 million | | | | | | March 15, 2040 | | | | | | 3.2% | | | | | | $743 million | | |
| $1,250 million | | | | | | March 15, 2050 | | | | | | 3.4% | | | | | | $1,237 million | | |
The principal amount repurchased in this tender offer was $1.3 billion.
Additionally, $1.6 billion of notes were repurchased via optional redemption.
Debt Exchange. In the fourth quarter of 2019, the Company settled an exchange of approximately $12.7 billion of Notes issued by Express Scripts Holding Company, Medco Health Solutions, Inc. and Cigna Holding Company for privately placed Notes issued by Cigna with the same interest rates and maturities and comparable other terms.
We initiated an exchange offer to register such debt in the second quarter of 2020 and completed the exchange in July 2020.
Debt Repayment. In 2020, the Company repaid $6.0 billion of long-term debt, including the $2.9 billion debt tender and redemption described above.
On December 31, 2020 Cigna issued a notice of full redemption to the holders of Cigna’s Senior Floating Rate Notes due 2021 (the “Notes”) pursuant to which Cigna redeemed the entire $1.0 billion aggregate principal amount of the Notes outstanding on January 15, 2021 at a redemption price calculated in accordance with the terms and conditions of the indenture governing the Notes.
Revolving Credit Agreements. Cigna has a revolving credit and letter of credit agreement that matures in April 2023 and is diversified among 23 banks.
The agreement is diversified among 23 banks.
Term Loan Credit Agreement. On April 1, 2020, the Company borrowed an aggregate principal amount of $1.4 billion under a new 364-Day Term Loan Credit Agreement.
In connection with the sale of the Group Life and Disability business, on December 31, 2020 we repaid the entire $1.4 billion balance outstanding.
The commercial paper program had approximately $1.0 billion outstanding at December 31, 2020 at an average interest rate of 0.2%.
| 2021 | | | | | | $ | 2,250 | |
| 2022 | | | | | | $ | 1,378 | |
| 2024 | | | | | | $ | 714 | |
| Maturities after 2025 | | | | | | $ | 19,182 | |
| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
*(2)Deferred tax valuation allowance amount includes amount assumed from Express Scripts in 2018.*
An excerpt. Shown here: 40 of 106 rewritten, 40 of 50 added and all 32 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2021 filing and the FY2020 filing.