Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluating our financial condition as of March 31, 2024, compared with December 31, 2023 and our results of operations for the three months ended March 31, 2024, compared with the same period last year 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 I, Item 1 of this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K"). In particular, we encourage you to refer to the "Risk Factors" contained in Part I, Item 1A of our 2023 Form 10-K.
Unless otherwise indicated, financial information in this MD&A is presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See Note 2 to the Consolidated Financial Statements in our 2023 Form 10-K for additional information regarding the Company's significant accounting policies and see Note 2 to the Consolidated Financial Statements in this Form 10-Q for updates to those policies resulting from adopting new accounting guidance, if any. The preparation of interim consolidated financial statements necessarily relies heavily on estimates. This and certain other factors call for caution in estimating full-year results based on interim results of operations. In some of our financial tables in this MD&A, we present either percentage changes or "N/M" when those changes are so large as to become not meaningful. Changes in percentages are expressed in basis points ("bps").
In this MD&A, our consolidated measures "adjusted income from operations," earnings per share on that same basis and "adjusted revenues" are not determined in accordance with GAAP and should not be viewed as substitutes for the most directly comparable GAAP measures of "shareholders' net income (loss)," "earnings per share" and "total revenues." We also use pre-tax adjusted income (loss) from operations and adjusted revenues to measure the results of our segments.
The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management believes these metrics best reflect the underlying results of business operations and permit analysis of trends in underlying revenue, expenses and profitability. We define adjusted income from operations as shareholders' net income (loss) (or income (loss) before income taxes less pre-tax income (loss) attributable to noncontrolling interests for the segment metric) excluding net realized investment results, amortization of acquired intangible assets, and special items. The Cigna Group's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results. Consolidated adjusted income (loss) from operations is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders' net income (loss). See the below Financial Highlights section for a reconciliation of consolidated adjusted income from operations to shareholders' net income (loss).
The Company defines adjusted revenues as total revenues excluding the following adjustments: special items and The Cigna Group's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting. Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size. We exclude these items from this measure because management believes they are not indicative of past or future underlying performance of the business. Adjusted revenues is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, total revenues. See the below Financial Highlights section for a reconciliation of consolidated adjusted revenues to total revenues.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on The Cigna Group's current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning future financial or operating performance, including our ability to improve the health and vitality of those we serve; future growth, business strategy, and strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas and the impact of developing inflationary and interest rate pressures; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; strategic transactions; expectations related to our Medicare Advantage Capitation Rates; and other statements regarding The Cigna Group's future beliefs, expectations, plans, intentions, liquidity, cash flows, financial condition or performance. You may identify forward-looking statements by the use of words such as "believe," "expect," "project," "plan," "intend," "anticipate," "estimate," "predict," "potential," "may," "should," "will" or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.
Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to achieve our strategic and operational initiatives; our ability to adapt to changes in an evolving and rapidly changing industry; our ability to compete effectively, differentiate our products and services from those of our competitors and maintain or increase market share; price competition, inflation and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers; the potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain satisfactory relationships with physicians, hospitals, other health service providers and with producers and consultants; our ability to maintain relationships with one or more key pharmaceutical manufacturers or if payments made or discounts provided decline; changes in the pharmacy provider marketplace or pharmacy networks; changes in drug pricing or industry pricing benchmarks; our ability to invest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of a potential cyberattack or other privacy or data security incident; risks related to our use of artificial intelligence and machine learning; political, legal, operational, regulatory, economic and other risks that could affect our multinational operations, including currency exchange rates; risks related to strategic transactions and realization of the expected benefits of such transactions, as well as integration or separation difficulties or underperformance relative to expectations; dependence on success of relationships with third parties; risk of significant disruption within our operations or among key suppliers or third parties; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; uncertainties surrounding participation in government-sponsored programs such as Medicare; the outcome of litigation, regulatory audits and investigations; compliance with applicable privacy, security and data laws, regulations and standards; potential failure of our prevention, detection and control systems; unfavorable economic and market conditions, the risk of a recession or other economic downturn and resulting impact on employment metrics, stock market or changes in interest rates and risks related to a downgrade in financial strength ratings of our insurance subsidiaries; the impact of our significant indebtedness and the potential for further indebtedness in the future; credit risk related to our reinsurers; as well as more specific risks and uncertainties discussed in Part I, Item 1A – Risk Factors in our 2023 Form 10-K, Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Form 10-K, and as described from time to time in our future reports filed with the Securities and Exchange Commission.
You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. The Cigna Group undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
EXECUTIVE OVERVIEW
The Cigna Group, together with its subsidiaries (either individually or collectively referred to as the "Company," "we," "us" or "our") is a global health company with a mission of helping those we serve improve their health and vitality. Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental and related products and services. For further information on our business and strategy, see Part 1, Item 1, "Business" of our 2023 Form 10-K.
Financial Highlights
See Note 1 to the Consolidated Financial Statements for a description of our segments.
Summarized below are certain key measures of our performance by segment:
| Financial highlights by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2024 | 2023 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Evernorth Health Services | $ | 46,226 | $ | 36,179 | 28 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cigna Healthcare | 13,277 | 12,718 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | 166 | 157 | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate, net of eliminations | (2,422) | (2,575) | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues | 57,247 | 46,479 | 23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized investment results from certain equity method investments | 8 | 38 | (79) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 57,255 | $ | 46,517 | 23 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' net (loss) income | $ | (277) | $ | 1,267 | N/M | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted income from operations | $ | 1,875 | $ | 1,618 | 16 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share (diluted) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' net (loss) income | $ | (0.97) | $ | 4.24 | N/M | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted income from operations | $ | 6.47 | $ | 5.41 | 20 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Evernorth Health Services | $ | 1,360 | $ | 1,320 | 3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cigna Healthcare | 1,340 | 1,115 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | 18 | 15 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate, net of eliminations | (409) | (414) | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated pre-tax adjusted income from operations | 2,309 | 2,036 | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income attributable to noncontrolling interests | 77 | 43 | 79 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized investment (losses) (1) | (1,828) | (18) | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (423) | (459) | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Special items | (56) | (1) | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | 79 | $ | 1,601 | (95) | % |
*(1)*Includes Net realized investment losses as presented in our Consolidated Statements of Income, as well as 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, which are presented within Fees and other revenues in our Consolidated Statements of Income.
For further analysis and explanation of each segment's results, see the "Segment Reporting" section of this MD&A.
| Consolidated Results of Operations (GAAP basis) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy revenues | $ | 42,036 | $ | 32,144 | 31 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Premiums | 11,603 | 11,025 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fees and other revenues | 3,326 | 3,071 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 290 | 277 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 57,255 | 46,517 | 23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy and other service costs | 41,431 | 31,459 | 32 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical costs and other benefit expenses | 9,440 | 9,046 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 3,705 | 3,538 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 423 | 459 | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total benefits and expenses | 54,999 | 44,502 | 24 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income from operations | 2,256 | 2,015 | 12 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and other | (322) | (358) | (10) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Loss) on sale of businesses | (19) | — | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net realized investment losses | (1,836) | (56) | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | 79 | 1,601 | (95) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total income taxes | 291 | 295 | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (212) | 1,306 | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 65 | 39 | 67 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders' net (loss) income | $ | (277) | $ | 1,267 | N/M | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated effective tax rate | 368.4 | % | 18.4 | % | N/M | bps | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical customers (in thousands) | 19,184 | 19,473 | (1) | % |
| Reconciliation of Shareholders' Net Income (Loss) (GAAP) to Adjusted Income from Operations | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Pre-tax | After-tax | Pre-tax | After-tax | |||||||||||||||||||||||||||||||||||||||||||
| Shareholders' net (loss) income | $ | (277) | $ | 1,267 | |||||||||||||||||||||||||||||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||||||||||||||||||||||||||
| Net realized investment losses (1) | $ | 1,828 | 1,827 | $ | 18 | 6 | |||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 423 | 322 | 459 | 344 | |||||||||||||||||||||||||||||||||||||||||||
| Special items | |||||||||||||||||||||||||||||||||||||||||||||||
| Integration and transaction-related costs | 37 | 29 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||
| Loss (gain) on sale of businesses | 19 | (43) | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Deferred tax expenses, net | — | 17 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Total special items | $ | 56 | 3 | $ | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted income from operations | $ | 1,875 | $ | 1,618 |
*(1)*Includes Net realized investment losses as presented in our Consolidated Statements of Income, as well as 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, which are presented within Fees and other revenues in our Consolidated Statements of Income.
| Reconciliation of Shareholders' Net Income (Loss) (GAAP) to Adjusted Income from Operations | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| (Diluted Earnings Per Share) | Pre-tax | After-tax | Pre-tax | After-tax | |||||||||||||||||||||||||||||||||||||||||||
| Shareholders' net (loss) income (1) | $ | (0.97) | $ | 4.24 | |||||||||||||||||||||||||||||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||||||||||||||||||||||||||
| Net realized investment losses (2) | $ | 6.31 | 6.31 | $ | 0.06 | 0.02 | |||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 1.46 | 1.10 | 1.54 | 1.15 | |||||||||||||||||||||||||||||||||||||||||||
| Special items | |||||||||||||||||||||||||||||||||||||||||||||||
| Integration and transaction-related costs | 0.12 | 0.10 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Loss (gain) on sale of businesses | 0.07 | (0.15) | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Deferred tax expenses, net | — | 0.06 | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Total special items | $ | 0.19 | 0.01 | $ | — | — | |||||||||||||||||||||||||||||||||||||||||
| Adjusted income from operations (3) | $ | 6.47 | $ | 5.41 |
*(1)*For the three months ended March 31, 2024, due to the anti-dilutive effect resulting from the Shareholders' net loss for the period, the impact of potentially dilutive securities has been excluded from the calculation of weighted average shares for the calculation of diluted Shareholders’ net loss per share. Weighted average common shares outstanding used to calculate diluted Shareholders’ net loss per share for the three months ended March 31, 2024 were 286,465 thousand.
*(2)*Includes Net realized investment losses as presented in our Consolidated Statements of Income, as well as 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, which are presented within Fees and other revenues in our Consolidated Statements of Income.
*(3)*For the three months ended March 31, 2024, due to the adjusted income from operations, the number of weighted average shares used to calculate Adjusted income from operations per share reflects the dilution caused by outstanding stock options, unvested restricted stock grants and units and strategic performance shares. Weighted average common shares outstanding used to calculate Adjusted income from operations per share for the three months ended March 31, 2024 were 289,717 thousand.
Commentary: Three Months Ended March 31, 2024 versus Three Months Ended March 31, 2023
The commentary presented below, and in the segment discussions that follow, compare results for the three months ended March 31, 2024 with results for the three months ended March 31, 2023.
Shareholders' net loss for the three months ended March 31, 2024 was driven by the impairment of equity securities (see Note 11 to the Consolidated Financial Statements for further discussion), offset by adjusted income from operations.
Adjusted income from operations increased 16%, primarily driven by higher earnings in our Cigna Healthcare and Evernorth Health Services segments.
Medical customers decreased 1%, primarily reflecting a decline in fee-based and Individual and Family Plans customers. See the "Segment Reporting - Cigna Healthcare Segment" section of this MD&A for further discussion.
Pharmacy revenues increased 31%, primarily reflecting the onboarding of Centene Corporation ("Centene") at the beginning of 2024. See the "Segment Reporting - Evernorth Health Services Segment" section of this MD&A for further discussion.
Premiums increased 5% reflecting higher premium rates in Cigna Healthcare due to anticipated underlying medical costs and business mix. See the "Segment Reporting - Cigna Healthcare Segment" section of this MD&A for further discussion.
Fees and other revenues increased 8%, primarily reflecting client growth from our continued affordability services within Evernorth Health Services.
Net investment income increased 5%, primarily due to growth in average assets. See the "Investment Assets" section of this MD&A for further discussion.
Pharmacy and other service costs increased 32%, primarily reflecting the onboarding of Centene at the beginning of 2024.
Medical costs and other benefit expenses increased 4%, primarily reflecting medical cost trend in Cigna Healthcare.
Selling, general and administrative expenses increased 5%, primarily driven by planned investments related to the onboarding costs of new clients and continued advancement of our digital capabilities and care solutions in Evernorth Health Services.
Interest expense and other decreased 10%, primarily reflecting lower pension costs.
Realized investment results for the three months ended March 31, 2024 primarily reflects the impairment of equity securities. See Note 11 to the Consolidated Financial Statements for further discussion.
The effective tax rate increased substantially driven by a valuation allowance related to the impairment of equity securities, partially offset by a decrease related to the businesses held for sale and a decrease related to the release of tax reserves following a favorable state audit resolution.
Developments
Sale of Medicare Advantage and Related Businesses
In January 2024, the Company entered into a definitive agreement to sell the Medicare Advantage, Medicare Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits and CareAllies businesses within the U.S. Healthcare operating segment to Health Care Service Corporation ("HCSC"), subject to applicable regulatory approvals and other customary closing conditions. The transaction is expected to close in the first quarter of 2025 and provide approximately $3.7 billion in transaction value, which consists primarily of cash. See Note 5 to the Consolidated Financial Statements for further information.
Medicare Advantage Rates
On April 1, 2024, Centers for Medicare and Medicaid Services ("CMS") released the final Calendar Year 2025 Medicare Advantage Program and Part D Payment Policies (the "2025 Final Notice"). The Final Notice reflects no change from the January 31, 2024 advance notice. We do not expect the final rates to have a material impact on our consolidated results of operations in 2025.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
We maintain liquidity at two levels: the subsidiary level and the parent company level.
Cash requirements at the subsidiary level generally consist of:
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pharmacy, medical costs and other benefit payments;
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expense requirements, primarily for employee compensation and benefits, information technology and facilities costs;
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income taxes; and
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debt service.
Our subsidiaries normally meet their liquidity requirements by:
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maintaining appropriate levels of cash, cash equivalents and short-term investments;
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using cash flows from operating activities;
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matching investment durations to those estimated for the related insurance and contractholder liabilities;
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selling investments; and
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borrowing from affiliates, subject to applicable regulatory limits.
Cash requirements at the parent company level generally consist of:
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debt service;
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payment of declared dividends to shareholders;
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lending to subsidiaries as needed; and
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pension plan funding.
The parent company normally meets its liquidity requirements by:
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maintaining appropriate levels of cash and various types of marketable investments;
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collecting dividends from its subsidiaries;
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using proceeds from issuing debt and common stock; and
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borrowing from its subsidiaries, subject to applicable regulatory limits.
Dividends from our insurance, Health Maintenance Organization ("HMO") and certain foreign subsidiaries are subject to regulatory restrictions. See Note 22 to the Consolidated Financial Statements in our 2023 Form 10-K for additional information regarding these
restrictions. Most of the Evernorth Health Services segment operations are not subject to regulatory restrictions regarding dividends and therefore provide significant financial flexibility to The Cigna Group.
With respect to our investment portfolio, we support the liquidity needs of our businesses by managing the duration of assets to be consistent with the duration of liabilities. We manage the portfolio to both optimize returns in the current economic environment and meet our liquidity needs.
Cash flows for the three months ended March 31 were as follows:
| Three Months Ended March 31, | ||||||||||||||||||||
| (In millions) | 2024 | 2023 | ||||||||||||||||||
| Operating activities | $ | 4,840 | $ | 5,028 | ||||||||||||||||
| Investing activities | $ | (495) | $ | (2,983) | ||||||||||||||||
| Financing activities | $ | (2,529) | $ | (37) |
The following discussion explains variances in the various categories of cash flows for the three months ended March 31, 2024 compared with the same period in 2023.
Operating activities
Cash flows from operating activities consist principally of cash receipts and disbursements for pharmacy revenues and costs, premiums, fees, investment income, taxes, benefit costs and other expenses.
Operating cash flows decreased for the three months ended March 31, 2024 due to the absence of an early CMS payment received in March 2023 and the timing of payments for accrued liabilities. This decrease is partially offset by the favorable net cash flow impacts of onboarding new clients.
Investing activities
The decrease in cash used in investing activities during the three months ended March 31, 2024 was due to lower investments in equity securities.
Financing activities
The Company had higher share repurchases including from the ASR Agreements (described below), partially offset by net debt inflows. These factors resulted in an increase in cash used in financing activities in 2024.
Capital Resources
Our capital resources consist primarily of cash, cash equivalents and investments maintained at regulated subsidiaries required to underwrite insurance risks, cash flows from operating activities, our commercial paper program, credit agreements and the issuance of long-term debt and equity securities. Our businesses generate significant cash flows from operations, some of which is subject to regulatory restrictions relative to the amount and timing of dividend payments to the parent company. Dividends received from U.S. regulated subsidiaries were $0.6 billion for the three months ended March 31, 2024 and $0.3 billion for the three months ended March 31, 2023. Non-regulated subsidiaries also generate significant cash flows from operating activities, which is typically available immediately to the parent company for general corporate purposes.
We prioritize our use of capital resources to:
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invest in capital expenditures, primarily related to technology to support innovative solutions for our clients and customers, provide the capital necessary to maintain or improve the financial strength ratings of subsidiaries and to repay debt and fund pension obligations if necessary;
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pay dividends to shareholders;
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consider acquisitions and investments that are strategically and economically advantageous; and
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return capital to shareholders through share repurchases.
Funds Available
Commercial Paper Program**.** The Cigna Group maintains a commercial paper program and may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker-dealers at any time not to exceed an aggregate
amount of $5.0 billion. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The commercial paper program had approximately $884 million outstanding at March 31, 2024.
Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed above.
As of March 31, 2024, The Cigna Group's revolving credit agreements include: a $4.0 billion five-year revolving credit and letter of credit agreement that expires in April 2028; and a $1.0 billion 364-day revolving credit agreement that expires in April 2024.
As of March 31, 2024, we had $5.0 billion of undrawn committed capacity under our revolving credit agreements (these amounts are available for general corporate purposes, including providing liquidity support for our commercial paper program), $4.1 billion of remaining capacity under our commercial paper program and $8.8 billion in cash and short-term investments, approximately $1.4 billion of which was held by the parent company or certain non-regulated subsidiaries.
In April 2024, The Cigna Group replaced our existing revolving credit agreements, discussed above, and entered into the following revolving credit agreements: a $5.0 billion five-year revolving credit and letter of credit agreements that expire in April 2029; and a $1.5 billion 364-day revolving credit agreement that expires in April 2025. The increase in the aggregate size of our revolving credit agreements from $5.0 billion to $6.5 billion will provide enhanced liquidity to support the continued growth of our business.
See Note 7 to the Consolidated Financial Statements for further information on our credit agreements and commercial paper program.
Our debt-to-capitalization ratio was 44.3% at March 31, 2024 and 40.1% at December 31, 2023 primarily reflecting timing of debt issuance, in part due to the Accelerated Share Repurchase ("ASR") agreements.
We actively monitor our debt obligations and engage in issuance or redemption activities as needed in accordance with our capital management strategy.
Subsidiary Borrowings. In addition to the sources of liquidity discussed above, the parent company can borrow an additional $1.6 billion from its subsidiaries without further approvals as of March 31, 2024.
Use of Capital Resources
Debt Issuance and Debt Tender Offers. In February 2024, we issued $4.5 billion of new senior notes. The proceeds from this debt were used to complete the repurchase of a total of $1.8 billion in aggregate principal amount of existing senior notes tendered to the Company pursuant to cash tender offers. We used the remaining net proceeds to fund the repayment of our senior notes which matured in March 2024 and for general corporate purposes, which may include repayment of indebtedness and repurchases of shares of our common stock.
Capital Expenditures**.** Capital expenditures for property, equipment and computer software were $0.3 billion in the three months ended March 31, 2024 compared to $0.4 billion in the three months ended March 31, 2023. Anticipated capital expenditures will be funded primarily from operating cash flows.
Dividends**.** The Cigna Group declared and paid quarterly cash dividends of $1.40 per share of its common stock during the first quarter of 2024, compared to quarterly cash dividends of $1.23 per share during the first quarter of 2023. See Note 8 to the Consolidated Financial Statements for further information on our dividend payments. On April 24, 2024, the Board of Directors declared the second quarter cash dividend of $1.40 per share of The Cigna Group common stock to be paid on June 20, 2024 to shareholders of record on June 4, 2024. The Cigna Group currently intends to pay regular quarterly dividends, with future declarations subject to approval by its Board of Directors and the Board's determination that the declaration of dividends remains in the best interests of the Company and its shareholders. The decision of whether to pay future dividends and the amount of any such dividends will be based on the Company's financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors the Board may deem relevant.
Share Repurchases**.** We maintain a share repurchase program authorized by our Board of Directors, under which we may repurchase shares of our common stock from time to time. The timing and actual number of shares repurchased will depend on a variety of factors including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through open market purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including through Rule 10b5-1 trading plans or privately negotiated transactions. The program may be suspended or discontinued at any time.
We repurchased 10.1 million shares for approximately $3.4 billion during the three months ended March 31, 2024, compared to 3.2 million shares for approximately $1.0 billion during the three months ended March 31, 2023. During the three months ended March 31, 2024, $640 million was also paid related to the ASR stock hold-back which will settle in the second quarter of 2024. See further discussion of ASR below. We expect to repurchase $5.0 billion of common stock in the first half of 2024, which includes shares repurchased under the ASR.
In February 2024, as part of our share repurchase program, we entered into separate ASR agreements ("ASR agreements") with Deutsche Bank AG and Bank of America, N.A. (collectively, the "Counterparties") to repurchase $3.2 billion of common stock in aggregate. We remitted $3.2 billion to the Counterparties and received an initial delivery of approximately 7.6 million shares of our common stock on February 15, 2024, representing $2.6 billion of the total remitted. We expect final settlement under the ASR agreements to occur in the second quarter of 2024. See Note 8 to the Consolidated Financial Statements for further information on our ASR agreements.
Other Sources of Funds and Uses of Capital Resources
Divestiture. In January 2024, we entered into a definitive agreement to sell the Medicare Advantage, Medicare Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits and CareAllies businesses within the U.S. Healthcare operating segment to HCSC, subject to applicable regulatory approvals and other customary closing conditions. The transaction is expected to close in the first quarter of 2025 and provide approximately $3.7 billion in transaction value, which consists primarily of cash. Following the completion of the sale, we anticipate use of the proceeds in alignment with our capital deployment priorities, with the majority allocated to share repurchases.
Risks to Liquidity and Capital Resources
Risks to our liquidity and capital resources outlook include cash projections that may not be realized and the demand for funds could exceed available cash if our ongoing businesses experience unexpected shortfalls in earnings or we experience material adverse effects from one or more risks or uncertainties described more fully in the "Risk Factors" section of our 2023 Form 10-K. Though we believe we have adequate sources of liquidity, significant disruption or volatility in the capital and credit markets could affect our ability to access those markets for additional borrowings or increase costs.
Guarantees and Contractual Obligations
We are contingently liable for various contractual obligations and financial and other guarantees entered into in the ordinary course of business. See Note 16 to the Consolidated Financial Statements for discussion of various guarantees.
Due to the issuance and repurchase of certain senior notes in the three months ended March 31, 2024, we have updated long-term debt obligations as of March 31, 2024 compared to those previously provided in our 2023 Form 10-K. See Note 7 to the Consolidated Financial Statements for discussion of these debt activities. There have been no material changes to other information presented in our guarantees and contractual obligations set forth in our 2023 Form 10-K.
On balance sheet**:**
- Long-term debt**
◦Total scheduled payments on long-term debt are $50.3 billion through February 2054, which include scheduled interest payments and maturities of long-term debt.
◦We expect $1.8 billion of long-term debt payments (including scheduled interest payments) to be paid for the remainder of 2024.
CRITICAL ACCOUNTING ESTIMATES
The preparation of Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in the Consolidated Financial Statements. Management considers an accounting estimate to be critical if:
-
it requires assumptions to be made that were uncertain at the time the estimate was made; and
-
changes in the estimate or different estimates that could have been selected could have a material effect on our consolidated results of operations or financial condition.
Management has discussed how critical accounting estimates are developed and selected with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the disclosures presented in our 2023 Form 10-K. We regularly evaluate items that may impact critical accounting estimates.
Our most critical accounting estimates, as well as the effect of hypothetical changes in material assumptions used to develop each estimate, are described in our 2023 Form 10-K. As of March 31, 2024, there were no significant changes to the critical accounting estimates from what was reported in our 2023 Form 10-K.
SEGMENT REPORTING
The following section of this MD&A discusses the results of each of our segments.
See Note 1 to the Consolidated Financial Statements for further description of our segments.
In segment discussions, we present "adjusted revenues" and "pre-tax adjusted income (loss) from operations," defined as income (loss) before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net realized investment results, amortization of acquired intangible assets and special items. The Cigna Group's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management believes are not representative of the underlying results of operations due to their nature or size. Ratios presented in this segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations. See Note 17 to the Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of income (loss) before income taxes to pre-tax adjusted income (loss) from operations, as well as a reconciliation of Total revenues to adjusted revenues. Note 17 to the Consolidated Financial Statements also explains that segment revenues include both external revenues and sales between segments that are eliminated in Corporate.
In these segment discussions, we also present "pre-tax adjusted margin," defined as pre-tax adjusted income (loss) from operations divided by adjusted revenues.
Evernorth Health Services Segment
Evernorth Health Services includes a broad range of coordinated and point solution health services and capabilities, as well as those from partners across the health care system, within our Pharmacy Benefit Services and Specialty and Care Services operating segments. See Note 1 to our Consolidated Financial Statements for further discussion of these two operating segments. As described in the introduction to Segment Reporting, Evernorth Health Services' performance is measured using adjusted revenues and pre-tax adjusted income (loss) from operations.
The key factors that impact Evernorth Health Services' Pharmacy Benefit Services and Specialty and Care Services revenues and income from operations are volume, mix of claims, price, contract affordability services, specialty distribution customer growth and client growth. These key factors are discussed further below. Certain of the key factors impact both operating segments as services are offered through an integrated client contract. See Note 2 to the Consolidated Financial Statements included in our 2023 Form 10-K for additional information on revenue and cost recognition policies for this segment.
Pharmacy Benefit Services and Specialty and Care Services key factors:
-
Pharmacy claim volume relates to processing prescription claims filled by retail pharmacies in our network and from dispensing prescription claims from our home delivery and specialty pharmacies and other claims. As our clients' prescriptions claim volumes increase or decrease, our results correspondingly increase or decrease.
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The mix of claims generally considers the type of drug and distribution method used for dispensing and fulfilling. In addition to the types of drugs, the mix of generic claims also impacts our results. Generally, a higher mix of generic drugs reduces revenues, as generic drugs are typically priced lower than the branded drugs they replace. However, as ingredient cost paid to pharmacies on generic drugs is incrementally lower than the price charged to our clients, a higher mix of generic drugs generally has a favorable impact on our income from operations.
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Pharmaceutical manufacturer inflation also impacts our pricing because most of our contracts provide that we bill clients and pay pharmacies based on a generally recognized price index for pharmaceuticals. Therefore, the rate of inflation for prescription drugs and our efforts to manage this inflation for our clients continues to be a significant driver of our revenues and cost of revenues in the current environment.
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Our client contract pricing is impacted by our ongoing ability to negotiate favorable contracts for pharmacy network, pharmaceutical and wholesaler purchasing and manufacturer rebates on our clients' behalf. Through these affordability services, we seek to improve the effectiveness of our integrated solutions for the benefit of our clients by continuously innovating, improving affordability and implementing drug purchasing contract initiatives.
Specialty and Care Services key factors:
- Customer growth and higher volume in our specialty distribution services where we deliver pharmaceuticals and medical supplies directly to health care providers, clinics and hospitals, primarily to physicians who regularly order costly specialty
pharmaceuticals. This business provides competitive pricing on pharmaceuticals and medical supplies and leverages our distribution platform to improve our results.
- Client growth in our Care Delivery and Management Solutions, through our virtual care, in-home care, physical primary care, benefits management, and behavioral health services, as we expand our businesses and build upon our cross-enterprise leverage.
In this MD&A, we present revenues and gross profit, as well as adjusted revenues, adjusted gross profit and pre-tax adjusted income from operations, consistent with our segment reporting metrics, which exclude special items.
Results of Operations
| Financial Summary | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 46,226 | $ | 36,179 | 28 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues (1) | $ | 46,226 | $ | 36,179 | 28 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy and other service costs | $ | 43,838 | $ | 33,973 | 29 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit (2) | $ | 2,388 | $ | 2,206 | 8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted gross profit (1),(2) | $ | 2,388 | $ | 2,206 | 8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 1,360 | $ | 1,320 | 3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted margin | 2.9 | % | 3.6 | % | (70) | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted expense ratio (3) | 2.1 | % | 2.3 | % | (20) | bps |
*(1)*Total revenues and gross profit were equal to adjusted revenues and adjusted gross profit as there were no special items in the periods presented.
*(2)*Gross profit and adjusted gross profit are calculated as total revenues or adjusted revenues less pharmacy and other service costs.
*(3)*Adjusted expense ratio is calculated as selling, general and administrative expenses as a percentage of adjusted revenues.
In this selected financial information, we present adjusted revenues and pre-tax income from operations by our two operating segments, Pharmacy Benefit Services and Specialty and Care Services.
| Selected Financial Information | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and adjusted scripts in millions) | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjusted revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy Benefit Services | $ | 26,095 | $ | 18,209 | 43 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty and Care Services | 20,072 | 17,920 | 12 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 59 | 50 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjusted revenues | $ | 46,226 | $ | 36,179 | 28 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income from operations | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy Benefit Services | $ | 513 | $ | 512 | — | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty and Care Services | 788 | 758 | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 59 | 50 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total pre-tax adjusted income from operations | $ | 1,360 | $ | 1,320 | 3 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy claim volume (1) | 513 | 381 | 35 | % |
*(1)*Non-specialty network prescriptions filled through 90-day programs and home delivery prescriptions are counted as three claims. All other network and specialty prescriptions are counted as one claim.
Three Months Ended March 31, 2024 versus Three Months Ended March 31, 2023
Adjusted revenues increased 28%, reflecting higher claims volume, primarily due to our collaboration with Centene beginning January 1, 2024; inflation on branded drugs; and higher volume from Specialty and Care Services, primarily our Curascript Specialty Distribution business. This increase was partially offset by claims mix.
Gross profit increased 8%, reflecting continued affordability improvements and growth in Specialty and Care Services businesses.
Pre-tax adjusted income from operations increased 3%, reflecting growth in Specialty and Care Services businesses and continued affordability improvements. This increase was partially offset by planned investments related to the onboarding costs of new clients, including Centene, and continued advancement of our digital capabilities and care solutions.
The adjusted expense ratio decreased 20 bps, reflecting higher revenues, partially offset by planned investments related to the onboarding costs of new clients, including Centene, and continued advancement of our digital capabilities and care solutions.
Cigna Healthcare Segment
Cigna Healthcare includes the U.S. Healthcare and International Health businesses, which provide comprehensive medical and coordinated solutions to clients and customers. As described in the introduction to Segment Reporting, performance of the Cigna Healthcare segment is measured using adjusted revenues and pre-tax adjusted income from operations. Key factors affecting results for this segment include:
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customer growth;
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revenue growth;
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percentage of Medicare Advantage customers in plans eligible for quality bonus payments;
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medical costs as a percentage of premiums (medical care ratio or "MCR") for our insured businesses; and
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selling, general and administrative expenses as a percentage of adjusted revenues (adjusted expense ratio).
In January 2024, we entered into a definitive agreement to sell the Medicare Advantage, Medicare Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits and CareAllies businesses within the U.S. Healthcare operating segment to Health Care Service Corporation, subject to applicable regulatory approvals and other customary closing conditions. See Note 5 to the Consolidated Financial Statements for further information.
Results of Operations
| Financial Summary | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | 13,277 | $ | 12,718 | 4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 1,340 | $ | 1,115 | 20 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted margin | 10.1 | % | 8.8 | % | 130 | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical care ratio | 79.9 | % | 81.3 | % | (140) | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted expense ratio | 20.5 | % | 21.4 | % | (90) | bps |
Three Months Ended March 31, 2024 versus Three Months Ended March 31, 2023
Adjusted revenues increased 4%, primarily reflecting higher premium rates due to expected increases in underlying medical costs and business mix.
Pre-tax adjusted income from operations increased 20%, primarily due to a lower medical care ratio and a lower adjusted expense ratio.
The medical care ratio decreased 140 bps, primarily due to a lower U.S. Healthcare medical care ratio, reflecting effective pricing execution and affordability initiatives, as well as business mix within the Individual and Family Plans business.
The adjusted expense ratio decreased 90 bps, primarily due to revenue growth outpacing volume-related expenses as well as efficiencies from disciplined expense management.
Medical Customers
A medical customer is defined as a person meeting any one of the following criteria:
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is covered under a medical insurance policy, managed care arrangement or administrative services agreement issued by us;
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has access to our provider network for covered services under their medical plan; or
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has medical claims that are administered by us.
| Cigna Healthcare Medical Customers | |||||||||||||||||||||||||||||||||||||||||||||||
| As of March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||||||||||||||||
| U.S. Healthcare | 3,947 | 4,055 | (3) | ||||||||||||||||||||||||||||||||||||||||||||
| International Health (1) | 1,189 | 1,150 | 3 | ||||||||||||||||||||||||||||||||||||||||||||
| Insured | 5,136 | 5,205 | (1) | % | |||||||||||||||||||||||||||||||||||||||||||
| U.S. Healthcare | 13,615 | 13,814 | (1) | ||||||||||||||||||||||||||||||||||||||||||||
| International Health (1) | 433 | 454 | (5) | ||||||||||||||||||||||||||||||||||||||||||||
| Administrative services only | 14,048 | 14,268 | (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 19,184 | 19,473 | (1) | % |
*(1)*International Health excludes medical customers served by less than 100% owned subsidiaries, as well as certain customers served by our third-party administrator.
Total medical customers decreased 1%, primarily driven by a decrease in National Accounts, Individual and Family Plans and Middle Market segment customers, partially offset by customer growth within the Select market segment.
See Part I, Item 1 of our 2023 Form 10-K for definitions of Cigna Healthcare's market segments. During the fourth quarter of 2023, the U.S. Commercial and U.S. Government operating segments merged to form the U.S. Healthcare operating segment. Medical Customer information presented as of March 31, 2023 has been restated to conform to the new operating segment presentation.
Unpaid Claims and Claim Expenses
| As of March 31, | As of December 31, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||||||||||||||||
| Unpaid claims and claim expenses – Cigna Healthcare | $ | 5,863 | $ | 5,092 | 15 | % |
Our unpaid claims and claim expenses liability increased 15%, driven by claim submission and payment process disruptions related to a third-party cyber incident and stop loss seasonality, partially offset by a decrease in Individual and Family Plans customers.
Other Operations
Other Operations includes corporate owned life insurance ("COLI"), the Company's run-off operations and other non-strategic businesses. See Note 1 to the Consolidated Financial Statements for additional information regarding these operations. As described in the introduction of Segment Reporting, performance of Other Operations is measured using adjusted revenues and pre-tax adjusted income from operations.
Results of Operations
| Financial Summary | Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | 166 | $ | 157 | 6 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 18 | $ | 15 | 20 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted margin | 10.8 | % | 9.6 | % | 120 | bps |
Corporate
Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate financing less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, operating severance, certain overhead and enterprise-wide project costs and eliminations for products and services sold between segments.
| Financial Summary | Three Months Ended March 31, | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted loss from operations | $ | (409) | $ | (414) | (1) | % |
Three Months Ended March 31, 2024 versus Three Months Ended March 31, 2023
Pre-tax adjusted loss from operations decreased primarily due to lower pension costs.
INVESTMENT ASSETS
The following table presents our investment asset portfolio excluding separate account assets. Additional information regarding our investment assets is included in Notes 11, 12, 13 and 14 to the Consolidated Financial Statements.
| (In millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Debt securities | $ | 9,480 | $ | 9,855 | ||||||||||
| Equity securities | 1,571 | 3,362 | ||||||||||||
| Commercial mortgage loans | 1,562 | 1,533 | ||||||||||||
| Policy loans | 1,186 | 1,211 | ||||||||||||
| Other long-term investments | 4,301 | 4,181 | ||||||||||||
| Short-term investments | 374 | 206 | ||||||||||||
| Total | $ | 18,474 | $ | 20,348 | ||||||||||
| Investments classified as assets of businesses held for sale (1) | (1,341) | (1,438) | ||||||||||||
| Investments per Consolidated Balance Sheets | $ | 17,133 | $ | 18,910 |
(1) Investments related to the HCSC transaction that were held for sale as of March 31, 2024 and December 31, 2023. These investments were primarily comprised of debt securities and commercial mortgage loans, and to a lesser extent, other long-term investments.
Investment Outlook
Although portfolio impact has been limited to date, we continue to actively monitor geopolitical events and economic conditions and their potential impact on the investment portfolio, including expectations for a longer period of higher inflation and interest rates, the potential for a recession, and ongoing conflict in Europe and the Middle East. Future realized and unrealized investment results will be driven largely by market conditions and these future conditions are not reasonably predictable. We believe that the vast majority of our investments will continue to perform under their contractual terms. We manage the portfolio for long-term economics and therefore we expect to hold a significant portion of these assets for the long term. The following discussion addresses the strategies and risks associated with our various classes of investment assets. Although future declines in investment fair values remain possible due to interest rate movements and credit deterioration due to both investment-specific uncertainties and global economic uncertainties as discussed below, we do not expect these losses to have a material unfavorable effect on our financial condition or liquidity.
Debt Securities
Investments in debt securities include publicly traded and privately placed bonds, mortgage and other asset-backed securities and preferred stocks redeemable by the investor. These investments are classified as available for sale and are carried at fair value in our Consolidated Balance Sheets. Additional information regarding valuation methodologies, key inputs and controls is included in Note 12 to the Consolidated Financial Statements.
The following table reflects our portfolio of debt securities by type of issuer:
| (In millions) | March 31, 2024 | December 31, 2023 | ||||||||||||
| Federal government and agency | $ | 300 | $ | 267 | ||||||||||
| State and local government | 38 | 38 | ||||||||||||
| Foreign government | 348 | 352 | ||||||||||||
| Corporate | 8,441 | 8,833 | ||||||||||||
| Mortgage and other asset-backed | 353 | 365 | ||||||||||||
| Total | $ | 9,480 | $ | 9,855 |
The carrying value of our debt securities portfolio decreased during the three months ended March 31, 2024, reflecting net sales activity and a valuation decrease due to rising market interest rates. Our portfolio remains in a net unrealized depreciation position due to generally increasing interest rates over the last several quarters. More detailed information about debt securities by type of issuer, maturity dates and net unrealized position is included in Note 11 to the Consolidated Financial Statements.
As of March 31, 2024, $8.1 billion, or 85%, of the debt securities in our investment portfolio were investment grade (Baa and above, or equivalent) and the remaining $1.4 billion were below investment grade. The majority of the bonds that are below investment grade were rated at the higher end of the non-investment grade spectrum. These quality characteristics have not materially changed since the prior year and remain consistent with our investment strategy.
Debt securities include private placement assets of $3.9 billion. These investments are generally less marketable than publicly traded bonds; however, yields on these investments tend to be higher than yields on publicly traded bonds with comparable credit risk. We perform a credit analysis of each issuer and require financial and other covenants that allow us to monitor issuers for deteriorating financial strength and pursue remedial actions, if warranted.
Investments in debt securities are diversified by issuer, geography and industry. On an aggregate basis, the debt securities portfolio continues to perform according to original expectations, which includes a long-term economic investment strategy. Primary risks facing many of the issuers in our portfolio include on-going geopolitical events and economic conditions, including expectations for a longer period of higher inflation and interest rates. To date, most issuers have been successful in managing these issues without a meaningful change in credit quality. We continue to monitor the economic environment and its effect on our portfolio and consider the impact of various factors in determining the allowance for credit losses on debt securities, which is discussed in Note 11 to the Consolidated Financial Statements.
Commercial Mortgage Loans
As of March 31, 2024, our $1.6 billion commercial mortgage loan portfolio consisted of approximately 50 fixed-rate loans, diversified by property type, location and borrower. These loans are carried in our Consolidated Balance Sheets at their unpaid principal balance, net of an allowance for expected credit losses. As a result of increasing market interest rates since the majority of these loans were made, the carrying value exceeds the market value of these loans as of March 31, 2024. See Note 12 to the Consolidated Financial Statements for further details. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash invested in the property generally ranging between 30 and 40%, we remain confident that the vast majority of borrowers will continue to perform as expected under their contract terms. For further discussion of the results and changes in key loan metrics, see Note 11 to the Consolidated Financial Statements.
Loans are secured by high quality commercial properties, located in strong institutional markets and are generally made at approximately 60% of the property's value at origination of the loan. Property value, debt service coverage, quality, building tenancy and stability of cash flows are all important financial underwriting considerations. We hold no direct residential mortgage loans and do not originate or service securitized mortgage loans.
We assess the credit quality of our commercial mortgage loan portfolio annually, generally in the second quarter by reviewing each holding's most recent financial statements, rent rolls, budgets and relevant market reports. The review performed in the second quarter of 2023 confirmed ongoing strong overall credit quality in line with the previous year's results. See Note 11 to the Consolidated Financial Statements for further information regarding our key credit quality indicators for commercial mortgage loans.
Office sector fundamentals have been and continue to be weak and values are experiencing stress due to multiple headwinds: expanded work from home flexibility, shorter term leases, elevated tenant improvement allowances and corporate migration to lower cost states. Additionally, the current macroeconomic headwinds are impacting capital markets and reducing investor appetite for capital intensive assets (e.g., offices and regional shopping malls). Our commercial mortgage loan portfolio has no exposure to
regional shopping malls and less than 30% exposure to office properties. Although future losses remain possible due to further credit deterioration, we do not expect these losses to have a material unfavorable effect on our financial condition or liquidity.
Other Long-term Investments
Other long-term investments of $4.3 billion as of March 31, 2024 included investments in securities limited partnerships and real estate limited partnerships, direct investments in real estate joint ventures and other deposit activity that is required to support various insurance and health services businesses. Accounting policies for these investments are discussed in Note 11 to the Consolidated Financial Statements. These limited partnership entities typically invest in mezzanine debt or equity of privately-held companies and equity real estate. Given our subordinate position in the capital structure of these underlying entities, we assume a higher level of risk for higher expected returns. To mitigate risk, these investments are diversified across approximately 200 separate partnerships and 100 general partners who manage one or more of these partnerships. Also, the underlying investments are diversified by industry sector or property type and geographic region. No single partnership investment exceeded 4% of our securities and real estate limited partnership portfolio.
Income from our limited partnership investments is generally reported on a one quarter lag due to the timing of when financial information is received from the general partner or manager of the investments. We expect continued volatility in private equity and real estate fund performance going forward as fair market valuations are adjusted to reflect market and portfolio transactions. Less than 4% of our other long-term investments are exposed to real estate in the office sector.
We participate in an insurance joint venture in China with a 50% ownership interest. We account for this joint venture under the equity method of accounting. Following the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023, changes in discount rates have resulted in accumulated other comprehensive losses and a corresponding decline in the investment reported in our Consolidated Balance Sheets. Our 50% share of the investment portfolio supporting the joint venture's liabilities is approximately $12.7 billion as of March 31, 2024. These investments were comprised of approximately 75% debt securities, including government and corporate debt diversified by issuer, industry and geography; 15% equities, including mutual funds, equity securities and private equity partnerships; and 10% long-term deposits and policy loans. We continuously review the joint venture's investment strategy and its execution. There were no investments with a material unrealized loss as of March 31, 2024.
MARKET RISK
Financial Instruments
Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Our primary market risk exposures are interest rate risk and equity price risk. We encourage you to read this in conjunction with "Market Risk – Financial Instruments" included in the MD&A section of our 2023 Form 10-K.
As of March 31, 2024, there was an increase in our interest rate risk due to an increase in the fair value of our long-term debt since December 31, 2023. In the event of a 100 basis point increase in interest rates, the fair value of the Company's long-term debt would decrease approximately $2.0 billion at March 31, 2024 compared to approximately $1.8 billion at December 31, 2023.
As of March 31, 2024, there was a decline in our equity price risk exposure due to the impairment of equity securities. If the market price for all equity securities declined by 10%, the fair value of the Company's equity securities would decrease by approximately $0.2 billion as of March 31, 2024, compared to approximately $0.3 billion at December 31, 2023. See Note 11 to the Consolidated Financial Statements for more information regarding the impairment in equity securities.
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