|
Delaware
|
001-38769 |
82-4991898
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
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.
|
| Item 2.02 |
Results of Operations and Financial Condition.
|
| Item 9.01 |
Financial Statements and Exhibits.
|
|
Exhibit No.
|
Description
|
|
99.1
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL).
|
|
THE CIGNA GROUP
|
||
|
Date: May 2, 2025
|
By:
|
/s/ Ann M. Dennison
|
|
Ann M. Dennison
|
||
|
Executive Vice President and Chief Financial Officer
|
||
![]() |
![]() |
| • |
Total revenues for the first quarter 2025 increased 14% to $65.5 billion
|
| • |
Shareholders’ net income for the first quarter 2025 was $1.3 billion, or $4.85 per share
|
| • |
Adjusted income from operations1 for the first quarter 2025 was $1.8 billion, or $6.74 per share
|
| • |
2025 adjusted income from operations1,2 increased to at least $29.60 per share2
|
|
|
Three Months Ended
|
|||||||||||
|
|
March 31,
|
December 31,
|
||||||||||
|
|
2025
|
2024
|
2024
|
|||||||||
|
Total Revenues
|
$
|
65,502
|
$
|
57,255
|
$
|
65,649
|
||||||
|
Net Investment Results from Equity Method Investments4
|
(50
|
)
|
(8
|
)
|
34
|
|||||||
|
Adjusted Revenues4
|
$
|
65,452
|
$
|
57,247
|
$
|
65,683
|
||||||
|
Consolidated Earnings, net of taxes
|
||||||||||||
|
Shareholders’ Net Income
|
$
|
1,323
|
$
|
(277
|
)
|
$
|
1,424
|
|||||
|
Net Investment (Gains) Losses1
|
(48
|
)
|
1,827
|
(18
|
)
|
|||||||
|
Amortization of Acquired Intangible Assets1
|
336
|
322
|
375
|
|||||||||
|
Special Items1
|
229
|
3
|
64
|
|||||||||
|
Adjusted Income from Operations1
|
$
|
1,840
|
$
|
1,875
|
$
|
1,845
|
||||||
|
|
||||||||||||
|
Shareholders’ Net Income, per share
|
$
|
4.85
|
$
|
(0.97
|
)
|
$
|
5.13
|
|||||
|
Adjusted Income from Operations1, per share
|
$
|
6.74
|
$
|
6.47
|
$
|
6.64
|
||||||
| • |
Total revenues for first quarter 2025
increased 14% relative to first quarter 2024, reflecting growth of existing client relationships and strong specialty pharmacy growth in Evernorth Health Services.
|
| • |
The SG&A expense ratio5 and adjusted SG&A expense ratio5 were 6.4% and 5.8%, respectively, for first quarter 2025, compared to 6.5% and 6.4%, respectively, in first quarter 2024, reflecting
strong revenue growth and business mix shift.
|
| • |
Year to date through May 1, 2025, the company repurchased 8.2 million shares of common stock for approximately $2.6 billion.
|
|
As of the Periods Ended
|
||||||||||||
|
March 31,
|
December 31,
|
|||||||||||
|
2025
|
2024
|
2024
|
||||||||||
|
Total Pharmacy Customers6
|
122,283
|
122,767
|
118,304
|
|||||||||
|
U.S. Healthcare
|
16,364
|
17,562
|
17,502
|
|||||||||
|
International Health
|
1,679
|
1,622
|
1,645
|
|||||||||
|
Total Medical Customers6
|
18,043
|
19,184
|
19,147
|
|||||||||
|
Behavioral Care
|
23,416
|
23,801
|
23,932
|
|||||||||
|
Dental
|
18,466
|
18,443
|
18,258
|
|||||||||
|
Medicare Part D
|
—
|
2,558
|
2,571
|
|||||||||
|
Total Customer Relationships6
|
182,208
|
186,753
|
182,212
|
|||||||||
| • |
Total customer relationships6 at March 31, 2025 were 182.2 million. Excluding the impact of the HCSC transaction3, total customer relationships6 increased 1% from December
31, 2024.
|
| • |
Total pharmacy customers6 at March 31, 2025 increased 3% from December 31, 2024 to 122.3 million due to new
sales and the continued expansion of relationships.
|
| • |
Total medical customers6 at March 31, 2025 decreased 6% from December 31, 2024 to 18.0 million, primarily reflecting the impact of the HCSC transaction3. Excluding the impact of the HCSC transaction3, total medical customers6
as of March 31, 2025 were consistent relative to December 31, 2024.
|
|
|
Three Months Ended
|
|||||||||||
|
|
March 31,
|
December 31,
|
||||||||||
|
|
2025
|
2024
|
2024
|
|||||||||
|
Total Adjusted Revenues
|
||||||||||||
|
Pharmacy Benefit Services
|
$
|
29,742
|
$
|
26,107
|
$
|
30,273
|
||||||
|
Specialty and Care Services
|
$
|
23,939
|
$
|
20,119
|
$
|
23,471
|
||||||
|
Adjusted Revenues4
|
$
|
53,681
|
$
|
46,226
|
$
|
53,744
|
||||||
|
Adjusted Income from Operations, Pre-Tax
|
||||||||||||
|
Pharmacy Benefit Services
|
$
|
544
|
$
|
525
|
$
|
1,198
|
||||||
|
Specialty and Care Services
|
$
|
890
|
$
|
835
|
$
|
948
|
||||||
|
Adjusted Income from Operations, Pre-Tax1
|
$
|
1,434
|
$
|
1,360
|
$
|
2,146
|
||||||
|
Margin, Pre-Tax7
|
2.7
|
%
|
2.9
|
%
|
4.0
|
%
|
||||||
| • |
Evernorth Health Services first quarter 2025 adjusted revenues4 and adjusted income from operations, pre-tax1, increased 16% and 5%, respectively, relative to first quarter 2024.
|
| • |
For Pharmacy Benefit Services first quarter 2025 relative to first quarter 2024:
|
|
|
◦ |
Adjusted revenues4 increased 14% reflecting growth of existing client relationships and new
business.
|
|
|
◦ |
Adjusted income from operations, pre-tax1, increased 4% reflecting continued affordability
improvements, partially offset by strategic investments to support business growth.
|
| • |
For Specialty and Care Services first quarter 2025 relative to first quarter 2024:
|
|
|
◦ |
Adjusted revenues4 increased 19% reflecting strong specialty volume growth.
|
|
|
◦ |
Adjusted income from operations, pre-tax1, increased 7% reflecting strong organic growth in
specialty businesses, including increased Humira biosimilar adoption, partially offset by strategic investments to support business growth. Year-over-year growth was also
impacted by lower net investment income in first quarter 2025 compared to first quarter 2024.
|
|
|
Three Months Ended
|
|||||||||||
|
|
March 31,
|
December 31,
|
||||||||||
|
|
2025
|
2024
|
2024
|
|||||||||
|
|
||||||||||||
|
Adjusted Revenues4,8
|
$
|
14,482
|
$
|
13,277
|
$
|
13,331
|
||||||
|
Adjusted Income from Operations, Pre-Tax1
|
$
|
1,287
|
$
|
1,340
|
$
|
511
|
||||||
|
Margin, Pre-Tax7
|
8.9
|
%
|
10.1
|
%
|
3.8
|
%
|
||||||
| • |
First quarter 2025 adjusted revenues4,8 increased 9% relative
to first quarter 2024, primarily reflecting premium rate increases to cover expected
increases in underlying medical costs.
|
| • |
First quarter 2025 adjusted income from operations, pre-tax1, decreased 4% relative to first
quarter 2024, primarily driven by a higher MCR5, partially offset by a lower SG&A expense ratio5.
|
| • |
The Cigna Healthcare MCR5 was 82.2% for first quarter 2025 compared to 79.9% for first quarter 2024.
The increase for the first quarter was primarily driven by expected higher stop loss medical costs. The HCSC transaction3
closed later than the company’s financial planning assumptions, increasing the first quarter Cigna Healthcare MCR5 as the
Medicare businesses operate at a higher MCR5 compared to the rest of the portfolio.
|
| • |
Cigna Healthcare net medical costs payable9 was $4.37 billion at March 31, 2025
which decreased relative to $4.86 billion at December 31, 2024, and $5.66 billion at March 31, 2024, driven by the HCSC transaction3.
Favorable prior year reserve development on a gross pre-tax basis was $222 million and $226
million for the three months ended March 31, 2025 and 2024, respectively.
|
|
|
Three Months Ended
|
|||||||||||
|
|
March 31,
|
December 31,
|
||||||||||
|
|
2025
|
2024
|
2024
|
|||||||||
|
|
||||||||||||
|
Adjusted (Loss) from Operations, Pre-Tax1
|
$
|
(411
|
)
|
$
|
(391
|
)
|
$
|
(424
|
)
|
|||
|
2025 Consolidated Metrics
|
Projection for Full Year Ending
December 31, 2025
|
Change from
Prior Projection
|
||
|
Adjusted Income from Operations, per share1,2
|
at least $29.60
|
+$0.10
|
||
|
Evernorth Adjusted Income from Operations, Pre-Tax1,2
|
at least $7,200
|
|||
|
Cigna Healthcare Adjusted Income from Operations, Pre-Tax1,2
|
at least $4,125
|
+$25
|
||
|
Cigna Healthcare Medical Care Ratio2,5
|
83.2% to 84.2%
|
|
(888) 566-1889
|
(Domestic)
|
|
(773) 799-3989
|
(International)
|
|
(800) 835-8067
|
(Domestic)
|
|
(203) 369-3354
|
(International)
|
|
|
1. |
Adjusted income (loss) from operations is a principal financial measure of profitability used by The Cigna Group’s management because it
presents the underlying results of operations of the Company’s businesses and facilitates analysis of trends in underlying revenue, expenses and shareholders’ net income (loss). Adjusted income (loss) from operations is defined 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 investment gains/losses, amortization of acquired intangible
assets and special items. The Cigna Group’s share of certain 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 Exhibit 1 for a
reconciliation of consolidated adjusted income from operations to shareholders’ net income (loss).
|
|
|
2. |
Management is not able to provide a reconciliation of adjusted income from operations to shareholders’ net income (loss), on a forward-looking basis because it
is unable to predict, without unreasonable effort, certain components thereof including (i) future net investment results and (ii) future special items. These items are inherently uncertain and depend on various factors, many of which are
beyond The Cigna Group’s control. As such, any associated estimate and its impact on shareholders’ net income and total revenues could vary materially.
|
|
|
3. |
On March 19, 2025, the company completed the sale (the “HCSC transaction”) of its Medicare Advantage, Medicare Individual Stand-Alone
Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies businesses to Health Care Services Corporation (“HCSC”).
|
|
|
4. |
Adjusted revenues is used by The Cigna Group’s management because it facilitates analysis of trends in underlying revenue. The Company defines adjusted
revenues as total revenues excluding the following adjustments: special items and The Cigna Group’s share of certain 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 Exhibit 1 for a
reconciliation of consolidated adjusted revenues to total revenues.
|
|
|
5. |
Operating ratios are defined as follows:
|
|
|
• |
The Cigna Healthcare medical care ratio (“MCR”) represents medical costs as a percentage of premiums for all Cigna Healthcare risk products provided through
guaranteed cost or experience-rated funding arrangements. Changes in percentages may be expressed in basis points (“bps”).
|
|
|
• |
SG&A expense ratio on a GAAP basis for the first quarter 2025 represents
enterprise selling, general and administrative expenses of $4,213 million as a percentage of total revenue of $65.5 billion at a consolidated level. SG&A expense ratio on a GAAP basis for the first quarter 2024 represents enterprise selling, general
and administrative expenses of $3,705 million as a percentage of total revenue of $57.3 billion
at a consolidated level.
|
|
|
• |
Adjusted SG&A expense ratio for the first quarter 2025 represents enterprise
selling, general and administrative expenses of $3,799 million excluding special items of $414
million as a percentage of adjusted revenue at a consolidated level. Adjusted SG&A expense ratio for the first quarter 2024 represents enterprise selling, general
and administrative expenses of $3,668 million excluding special items of $37 million as a
percentage of adjusted revenue at a consolidated level.
|
|
|
6. |
Customer relationships are defined as
follows:
|
|
|
• |
Total medical customers includes individuals who meet any one of the following criteria: are covered under a medical insurance policy,
managed care arrangement, or administrative services agreement issued by Cigna Healthcare; have access to Cigna Healthcare’s provider network for covered services under their medical plan; or have medical claims that are administered by Cigna
Healthcare.
|
|
|
• |
Total customer relationships and total medical customers as of December 31, 2024, excluding the impact of the HCSC transaction3,
were 179,712 thousand and 18,055 thousand, respectively.
|
|
|
7. |
Margin, pre-tax, is calculated by dividing adjusted income (loss) from operations, pre-tax by adjusted revenues for each segment.
|
|
|
8. |
The Cigna Group owns noncontrolling interests in certain operating joint ventures. As such, the adjusted revenues for the Cigna Healthcare segment only include
the Company’s share of the joint ventures’ earnings reported in Fees and Other Revenues using the equity method of accounting under GAAP.
|
|
|
9. |
Medical costs payable within the Cigna Healthcare segment are presented net of
reinsurance and other recoverables. The gross medical costs payable balance was $4.51 billion as of March
31, 2025, $5.02 billion as of December 31, 2024, and $5.86 billion as of March 31, 2024.
|
| THE CIGNA GROUP |
Exhibit 1
|
|||||||||||
| COMPARATIVE SUMMARY OF FINANCIAL RESULTS (unaudited) | ||||||||||||
|
Three Months Ended
|
Three Months Ended
|
|||||||||||
|
March 31,
|
December 31,
|
|||||||||||
|
(Dollars in millions, except per share amounts)
|
2025
|
2024
|
2024
|
|||||||||
|
REVENUES
|
||||||||||||
|
Pharmacy revenues
|
$
|
48,633
|
$
|
42,036
|
$
|
49,941
|
||||||
|
Premiums
|
12,736
|
11,603
|
11,503
|
|||||||||
|
Fees and other revenues
|
3,895
|
3,326
|
3,928
|
|||||||||
|
Net investment income
|
238
|
290
|
277
|
|||||||||
|
Total revenues
|
65,502
|
57,255
|
65,649
|
|||||||||
|
Net investment results from certain equity method investments
|
(50
|
)
|
(8
|
)
|
34
|
|||||||
|
Adjusted revenues (1)
|
$
|
65,452
|
$
|
57,247
|
$
|
65,683
|
||||||
|
Shareholders’ net income (loss)
|
$
|
1,323
|
$
|
(277
|
)
|
$
|
1,424
|
|||||
|
Pre-tax adjusted income (loss) from operations by segment
|
||||||||||||
|
Evernorth Health Services
|
$
|
1,434
|
$
|
1,360
|
$
|
2,146
|
||||||
|
Cigna Healthcare
|
1,287
|
1,340
|
511
|
|||||||||
|
Corporate and Other Operations
|
(411
|
)
|
(391
|
)
|
(424
|
) | ||||||
|
Adjusted income tax expense
|
(470
|
)
|
(434
|
)
|
(388
|
) | ||||||
|
Consolidated after-tax adjusted income from operations
|
$
|
1,840
|
$
|
1,875
|
$
|
1,845
|
||||||
|
Weighted average shares (in thousands) (2)
|
272,953
|
289,717
|
277,784
|
|||||||||
|
Common shares outstanding (in thousands)
|
269,773
|
284,014
|
273,789
|
|||||||||
|
SHAREHOLDERS’ EQUITY at March 31,
|
$
|
40,226
|
$
|
41,181
|
||||||||
|
SHAREHOLDERS’ EQUITY PER SHARE at March 31,
|
$
|
149.11
|
$
|
145.00
|
||||||||
|
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||||
|
March 31,
|
December 31,
|
|||||||||||||||||||||||
|
2025
|
2024
|
2024
|
||||||||||||||||||||||
|
(Dollars in millions, except per share amounts)
|
Pre-tax
|
After-
tax
|
Pre-tax
|
After-
tax
|
Pre-tax
|
After-
tax
|
||||||||||||||||||
|
SHAREHOLDERS’ NET INCOME (LOSS)
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Shareholders’ net income (loss)
|
$
|
1,323
|
$
|
(277
|
)
|
$
|
1,424
|
|||||||||||||||||
|
Adjustments to reconcile adjusted income from operations
|
||||||||||||||||||||||||
|
Net investment (gains) losses (3)
|
$
|
(48
|
)
|
(48
|
)
|
$
|
1,828
|
1,827
|
$
|
(34
|
)
|
(18
|
)
|
|||||||||||
|
Amortization of acquired intangible assets
|
422
|
336
|
423
|
322
|
424
|
375
|
||||||||||||||||||
|
Special Items
|
||||||||||||||||||||||||
|
Integration and transaction-related costs
|
216
|
164
|
37
|
29
|
98
|
76
|
||||||||||||||||||
|
Strategic optimization program
|
215
|
163
|
—
|
—
|
—
|
—
|
||||||||||||||||||
|
Deferred tax expenses, net
|
—
|
17
|
—
|
17
|
—
|
9
|
||||||||||||||||||
|
(Gain) loss on sale of businesses
|
(41
|
)
|
(115
|
)
|
19
|
(43
|
)
|
(130
|
)
|
(21
|
)
|
|||||||||||||
|
Adjusted income from operations (4)
|
$
|
1,840
|
$
|
1,875
|
$
|
1,845
|
||||||||||||||||||
|
|
||||||||||||||||||||||||
|
DILUTED EARNINGS PER SHARE
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Shareholders’ net income (loss) (5)
|
$
|
4.85
|
$
|
(0.97
|
)
|
$
|
5.13
|
|||||||||||||||||
|
Adjustments to reconcile to adjusted income from operations
|
||||||||||||||||||||||||
|
Net investment (gains) losses (3)
|
$
|
(0.18
|
)
|
(0.18
|
)
|
$
|
6.31
|
6.31
|
$
|
(0.12
|
)
|
(0.06
|
)
|
|||||||||||
|
Amortization of acquired intangible assets
|
1.54
|
1.23
|
1.46
|
1.10
|
1.53
|
1.34
|
||||||||||||||||||
|
Special Items
|
||||||||||||||||||||||||
|
Integration and transaction-related costs
|
0.79
|
0.60
|
0.12
|
0.10
|
0.35
|
0.27
|
||||||||||||||||||
|
Strategic optimization program
|
0.79
|
0.60
|
—
|
—
|
—
|
—
|
||||||||||||||||||
|
Deferred tax expenses, net
|
—
|
0.06
|
—
|
0.06
|
—
|
0.03
|
||||||||||||||||||
|
(Gain) loss on sale of businesses
|
(0.15
|
)
|
(0.42
|
)
|
0.07
|
(0.15
|
)
|
(0.47
|
)
|
(0.07
|
)
|
|||||||||||||
|
Adjusted income from operations (2) (4)
|
$
|
6.74
|
$
|
6.47
|
$
|
6.64
|
||||||||||||||||||