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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September3, 2024
The Cigna Group
(Exact name of registrant as specified in its charter)
Delaware 001-38769 82-4991898
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
900 Cottage Grove Road
Bloomfield
,
Connecticut
06002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including areacode:
(
860
)
226-6000
Not Applicable
(Former name or former address, if changed since lastreport)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneouslysatisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the SecuritiesAct (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR
240.14a-12)
Pre-commencement communicationspursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communicationspursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, Par Value $0.01 CI New York Stock Exchange
, Inc.
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405) or Rule
12b-2 of the SecuritiesExchange Act of 1934 (17 CFR (s)240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registranthas
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuantto Section 13(a) of
the Exchange Act.
Item 7.01 Regulation FD Disclosure.
2024 Outlook Affirmation
The Cigna Group (the "Company" or"our") officials expect to participate in
meetings with investors and analysts over the next several weeks. During these
meetings,The Cigna Group officials expect to reaffirm projected full year 2024
consolidated adjusted income from operations on a per share basisof at least
$28.40 per share.
The Cigna Group previously discussed its fullyear 2024 outlook in its press
release and investor presentation dated August 1, 2024, and during the related
investor conference call.The press release, presentation and the conference
call transcript are available in the Investor Relations section of The Cigna
Group'swebsite located at www.thecignagroup.com. Forward-looking statements in
these documents and the related call speak only as of the datethey were made.
Adjusted income (loss) from operations isa principal financial measure of
profitability used by The Cigna Group's management because it presents the
underlying results ofoperations of the Company's businesses and permits
analysis of trends in underlying revenue, expenses and shareholders' netincome
(loss). Adjusted income (loss) from operations is defined as shareholders' net
income (loss) (or income (loss) before incometaxes 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
ofits joint ventures reported in the Cigna Healthcare segment using the equity
method of accounting are also excluded. Special items arematters that
management believes are not representative of the underlying results of
operations due to their nature or size. Adjustedincome (loss) from operations
is measured on an after-tax basis for consolidated results and on a pre-tax
basis for segment results. Consolidatedadjusted income (loss) from operations
is not determined in accordance with GAAP and should not be viewed as a
substitute for the mostdirectly comparable GAAP measure, shareholders' net
income (loss).
Management is not able to provide a reconciliationof adjusted income from
operations to shareholders' net income (loss) (including on a per share basis)
on a forward-looking basisbecause it is unable to predict, without
unreasonable effort, certain components thereof including (i) future net
realized investmentresults (from equity method investments with respect to
adjusted revenues) and (ii) future special items. These items are inherently
uncertainand depend on various factors, many of which are beyond our control.
As such, any associated estimate and its impact on shareholders'net income
could vary materially.
This information shall not be deemed "filed" for purposesof Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in anyfiling under the Securities Act of 1933, as
amended, or the Exchange Act whether made before or after the date of this
report, exceptas shall be expressly set forth by specific reference in such a
filing.
CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS
This Current Report on Form 8-K (the "Report"),and oral statements made with
respect to information contained in this Report, may contain forward-looking
statements within the meaningof the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on The Cigna Group's current
expectationsand projections about future trends, events and uncertainties.
These statements are not historical facts. Forward-looking statements
mayinclude, among others, statements concerning our projected adjusted income
from operations outlook for 2024 on a consolidated, per share,and segment
basis; projected weighted average shares outstanding; future dividends; future
financial or operating performance, includingour 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 impactof developing inflationary and interest rate
pressures; 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, financialcondition 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 torisks and uncertainties, both known
and unknown, that could cause actual results to differ materially from those
expressed or impliedin forward-looking statements. Such risks and
uncertainties include, but are not limited to: our ability to achieve our
strategic andoperational initiatives; our ability to adapt to changes in an
evolving and rapidly changing industry; our ability to compete effectively,diffe
rentiate our products and services from those of our competitors and maintain
or increase market share; price competition, inflationand other pressures that
could compress our margins or result in premiums that are insufficient to
cover the cost of services deliveredto our customers; the potential for actual
claims to exceed our estimates related to expected medical claims; our ability
to develop andmaintain satisfactory relationships with physicians, hospitals,
other health service providers and with producers and consultants; ourability
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 abilityto invest in and properly maintain our
information technology and other business systems; our ability to prevent or
contain effects ofa potential cyberattack or other privacy or data security
incidents; 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 currencyexchange
rates; risks related to strategic transactions and realization of the expected
benefits of such transactions, as well as integrationor separation
difficulties or underperformance relative to expectations; dependence on
success of relationships with third parties; riskof significant disruption
within our operations or among key suppliers or third parties; potential
liability in connection with managingmedical practices and operating
pharmacies, onsite clinics and other types of medical facilities; the
substantial level of governmentregulation over our business and the potential
effects of new laws or regulations or changes in existing laws or regulations;
uncertaintiessurrounding participation in government-sponsored programs such
as Medicare; the outcome of litigation, regulatory audits and investigations;com
pliance with applicable privacy, security and data laws, regulations and
standards; potential failure of our prevention, detectionand control systems;
unfavorable economic and market conditions, the risk of a recession or other
economic downturn and resulting impacton employment metrics, stock market or
changes in interest rates and risks related to a downgrade in financial
strength ratings of ourinsurance subsidiaries; the impact of our significant
indebtedness and the potential for further indebtedness in the future; credit
riskrelated to our reinsurers; as well as more specific risks and
uncertainties discussed in our most recent report on Form 10-K and
subsequentreports on Forms 10-Q and 8-K available through the Investor
Relations section of www.thecignagroup.com. You should not place undue
relianceon forward-looking statements, which speak only as of the date they
are made, are not guarantees of future performance or results andare subject
to risks, uncertainties and assumptions that are difficult to predict or
quantify. The Cigna Group undertakes no obligationto update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise, except as may berequired by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
theregistrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CIGNA GROUP
Date: September 3, 2024 By: /s/ Brian C. Evanko
Brian C. Evanko
Executive Vice President, Chief Financial Officer, The Cigna
Group, and President and Chief Executive Officer, Cigna Healthcare
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