Cigna Group (CI) FY 2022 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
| PAGE | |
|---|---|
| Executive Overview | 53 |
| Liquidity and Capital Resources | 58 |
| Critical Accounting Estimates | 63 |
| Segment Reporting | 66 |
| Evernorth Health Services | 67 |
| Cigna Healthcare | 69 |
| Other Operations | 71 |
| Corporate | 71 |
| Investment Assets | 72 |
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 The Cigna Group's financial condition as of December 31, 2022 compared with December 31, 2021 and our results of operations for 2022 compared with 2021 and 2020 and is intended to help you understand the ongoing trends in our business. For comparisons of our results of operations for 2021 compared with 2020, please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2021. We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K ("Form 10-K") and the "Risk Factors" contained in Part I, Item 1A of this 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 this Form 10-K for additional information regarding the Company's significant accounting policies. 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," "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 (or income 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. See the below Financial Highlights section for a reconciliation of consolidated adjusted income from operations to shareholders' net income.
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.
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EXECUTIVE OVERVIEW
The Cigna Group, together with its subsidiaries, is a global health company. On February 13, 2023, we changed our corporate name from Cigna Corporation to The Cigna Group. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Annual Report on Form 10-K. As such, unless expressly indicated or the context requires otherwise, the terms "Company," "we," "us," and "our" in this document refer to The Cigna Group, a Delaware corporation, and, where appropriate, its subsidiaries. On February 13, 2023, we also changed the name of our Evernorth segment to Evernorth Health Services. We will not distinguish between our prior and current segment name and will refer to our current segment name throughout this Annual Report on Form 10-K. Our common stock continues to be listed with, and trades on, the New York Stock Exchange under the ticker symbol "CI". The Cigna Group has 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 Item 1, "Business" in this 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 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Increase (Decrease) | Increase (Decrease) | ||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Adjusted revenues by segment | ||||||||||||||||||||||||||
| Evernorth Health Services | $ | 140,335 | $ | 131,912 | $ | 116,130 | 6 | % | 14 | % | ||||||||||||||||
| Cigna Healthcare | 45,036 | 44,652 | 41,135 | 1 | 9 | |||||||||||||||||||||
| Other Operations | 2,262 | 3,989 | 8,446 | (43) | (53) | |||||||||||||||||||||
| Corporate, net of eliminations | (6,991) | (6,475) | (5,644) | (8) | (15) | |||||||||||||||||||||
| Adjusted revenues | 180,642 | 174,078 | 160,067 | 4 | 9 | |||||||||||||||||||||
| Net realized investment results from certain equity method investments | (126) | — | 130 | N/M | N/M | |||||||||||||||||||||
| Special item related to contractual adjustment for a former client | — | — | 204 | N/M | N/M | |||||||||||||||||||||
| Total revenues | $ | 180,516 | $ | 174,078 | $ | 160,401 | 4 | % | 9 | % | ||||||||||||||||
| Shareholders' net income | $ | 6,668 | $ | 5,365 | $ | 8,458 | 24 | % | (37) | % | ||||||||||||||||
| Adjusted income from operations | $ | 7,284 | $ | 6,980 | $ | 6,795 | 4 | % | 3 | % | ||||||||||||||||
| Earnings per share (diluted) | ||||||||||||||||||||||||||
| Shareholders' net income | $ | 21.30 | $ | 15.73 | $ | 22.96 | 35 | % | (31) | % | ||||||||||||||||
| Adjusted income from operations | $ | 23.27 | $ | 20.47 | $ | 18.45 | 14 | % | 11 | % | ||||||||||||||||
| Pre-tax adjusted income (loss) from operations by segment | ||||||||||||||||||||||||||
| Evernorth Health Services | $ | 6,127 | $ | 5,818 | $ | 5,363 | 5 | % | 8 | % | ||||||||||||||||
| Cigna Healthcare | 4,072 | 3,609 | 4,031 | 13 | (10) | |||||||||||||||||||||
| Other Operations | 500 | 889 | 966 | (44) | (8) | |||||||||||||||||||||
| Corporate, net of eliminations | (1,466) | (1,339) | (1,552) | (9) | 14 | |||||||||||||||||||||
| Consolidated pre-tax adjusted income from operations | 9,233 | 8,977 | 8,808 | 3 | 2 | |||||||||||||||||||||
| Income attributable to noncontrolling interests | 84 | 58 | 37 | 45 | 57 | |||||||||||||||||||||
| Net realized investment (losses) gains (1) | (621) | 196 | 279 | N/M | (30) | |||||||||||||||||||||
| Amortization of acquired intangible assets | (1,876) | (1,998) | (1,982) | 6 | (1) | |||||||||||||||||||||
| Special items | 1,533 | (451) | 3,726 | N/M | N/M | |||||||||||||||||||||
| Income before income taxes | $ | 8,353 | $ | 6,782 | $ | 10,868 | 23 | % | (38) | % |
(1) Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.
For further analysis and explanation of each segment's results, see the "Segment Reporting" section of this MD&A.
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| Consolidated Results of Operations (GAAP basis) | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Increase (Decrease) | Increase (Decrease) | ||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||||||||||
| Pharmacy revenues | $ | 128,566 | $ | 121,413 | $ | 107,769 | $ | 7,153 | 6 | % | $ | 13,644 | 13 | % | ||||||||||||||||||||
| Premiums | 39,915 | 41,154 | 42,627 | (1,239) | (3) | (1,473) | (3) | |||||||||||||||||||||||||||
| Fees and other revenues | 10,880 | 9,962 | 8,761 | 918 | 9 | 1,201 | 14 | |||||||||||||||||||||||||||
| Net investment income | 1,155 | 1,549 | 1,244 | (394) | (25) | 305 | 25 | |||||||||||||||||||||||||||
| Total revenues | 180,516 | 174,078 | 160,401 | 6,438 | 4 | 13,677 | 9 | |||||||||||||||||||||||||||
| Pharmacy and other service costs | 124,834 | 117,553 | 103,484 | 7,281 | 6 | 14,069 | 14 | |||||||||||||||||||||||||||
| Medical costs and other benefit expenses | 32,206 | 33,562 | 32,710 | (1,356) | (4) | 852 | 3 | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | 13,186 | 13,030 | 14,072 | 156 | 1 | (1,042) | (7) | |||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 1,876 | 1,998 | 1,982 | (122) | (6) | 16 | 1 | |||||||||||||||||||||||||||
| Total benefits and expenses | 172,102 | 166,143 | 152,248 | 5,959 | 4 | 13,895 | 9 | |||||||||||||||||||||||||||
| Income from operations | 8,414 | 7,935 | 8,153 | 479 | 6 | (218) | (3) | |||||||||||||||||||||||||||
| Interest expense and other | (1,228) | (1,208) | (1,438) | (20) | (2) | 230 | 16 | |||||||||||||||||||||||||||
| Debt extinguishment costs | — | (141) | (199) | 141 | N/M | 58 | 29 | |||||||||||||||||||||||||||
| Gain on sale of businesses | 1,662 | — | 4,203 | 1,662 | N/M | (4,203) | N/M | |||||||||||||||||||||||||||
| Net realized investment (losses) gains | (495) | 196 | 149 | (691) | N/M | 47 | 32 | |||||||||||||||||||||||||||
| Income before income taxes | 8,353 | 6,782 | 10,868 | 1,571 | 23 | (4,086) | (38) | |||||||||||||||||||||||||||
| Total income taxes | 1,607 | 1,367 | 2,379 | 240 | 18 | (1,012) | (43) | |||||||||||||||||||||||||||
| Net income | 6,746 | 5,415 | 8,489 | 1,331 | 25 | (3,074) | (36) | |||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 78 | 50 | 31 | 28 | 56 | 19 | 61 | |||||||||||||||||||||||||||
| Shareholders' net income | $ | 6,668 | $ | 5,365 | $ | 8,458 | $ | 1,303 | 24 | % | $ | (3,093) | (37) | % | ||||||||||||||||||||
| Consolidated effective tax rate | 19.2 | % | 20.2 | % | 21.9 | % | (100) | bps | (170) | bps | ||||||||||||||||||||||||
| Medical customers (in thousands) | 18,004 | 17,081 | 16,650 | 923 | 5 | % | 431 | 3 | % |
| Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| (Dollars in millions) | Pre-tax | After-tax | Pre-tax | After-tax | Pre-tax | After-tax | |||||||||||||||||
| Shareholders' net income | $ | 6,668 | $ | 5,365 | $ | 8,458 | |||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||
| Net realized investment losses (gains) (1) | $ | 621 | 503 | $ | (196) | (158) | $ | (279) | (244) | ||||||||||||||
| Amortization of acquired intangible assets | 1,876 | 1,345 | 1,998 | 1,494 | 1,982 | 1,431 | |||||||||||||||||
| Special items | |||||||||||||||||||||||
| Integration and transaction-related costs | 135 | 103 | 169 | 71 | 527 | 404 | |||||||||||||||||
| Charge for organizational efficiency plan | 22 | 17 | 168 | 119 | 31 | 24 | |||||||||||||||||
| (Benefits) charges associated with litigation matters | (28) | (20) | (27) | (21) | 25 | 19 | |||||||||||||||||
| (Gain) on sale of businesses | (1,662) | (1,332) | — | — | (4,203) | (3,217) | |||||||||||||||||
| Debt extinguishment costs | — | — | 141 | 110 | 199 | 151 | |||||||||||||||||
| Risk corridors recovery | — | — | — | — | (101) | (76) | |||||||||||||||||
| Contractual adjustment for a former client | — | — | — | — | (204) | (155) | |||||||||||||||||
| Total special items | $ | (1,533) | (1,232) | $ | 451 | 279 | $ | (3,726) | (2,850) | ||||||||||||||
| Adjusted income from operations | $ | 7,284 | $ | 6,980 | $ | 6,795 |
(1) Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.
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| Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||||||||
| (Diluted Earnings Per Share) | Pre-tax | After-tax | Pre-tax | After-tax | Pre-tax | After-tax | |||||||||||||||||
| Shareholders' net income | $ | 21.30 | $ | 15.73 | $ | 22.96 | |||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||
| Net realized investment losses (gains) (1) | $ | 1.98 | 1.61 | $ | (0.57) | (0.46) | $ | (0.76) | (0.66) | ||||||||||||||
| Amortization of acquired intangible assets | 5.99 | 4.30 | 5.86 | 4.38 | 5.38 | 3.88 | |||||||||||||||||
| Special items | |||||||||||||||||||||||
| Integration and transaction-related costs | 0.43 | 0.33 | 0.50 | 0.21 | 1.43 | 1.10 | |||||||||||||||||
| Charge for organizational efficiency plan | 0.07 | 0.05 | 0.49 | 0.35 | 0.08 | 0.07 | |||||||||||||||||
| (Benefits) charges associated with litigation matters | (0.09) | (0.06) | (0.08) | (0.06) | 0.07 | 0.05 | |||||||||||||||||
| (Gain) on sale of businesses | (5.31) | (4.26) | — | — | (11.41) | (8.73) | |||||||||||||||||
| Debt extinguishment costs | — | — | 0.41 | 0.32 | 0.54 | 0.41 | |||||||||||||||||
| Risk corridors recovery | — | — | — | — | (0.27) | (0.21) | |||||||||||||||||
| Contractual adjustment for a former client | — | — | — | — | (0.55) | (0.42) | |||||||||||||||||
| Total special items | $ | (4.90) | (3.94) | $ | 1.32 | 0.82 | $ | (10.11) | (7.73) | ||||||||||||||
| Adjusted income from operations | $ | 23.27 | $ | 20.47 | $ | 18.45 |
(1) Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.
Recent Events
Inflation
The United States economy continues to be impacted by rising inflation. We are proactively addressing potential impacts from inflation on our workforce, third party relationships (including relationships with vendors and health care providers) and drug pricing. We are also monitoring the potential impact inflation may have on client and customer health care needs. We have not experienced material impacts from inflation on our results of operations or cash flows for the year ended December 31, 2022. For further information regarding risks we encounter in our business due to economic conditions including inflationary pressures, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
Russian Invasion of Ukraine
The war in Ukraine has significantly affected individuals, economic activity and financial markets on a global scale. The Cigna Group does not have operations or employees in Ukraine or Russia and serves a limited number of customers and clients in these countries. We have not experienced significant impacts to date on our investment portfolio, financial position or results of operations. For a more complete discussion of the risks we encounter in our business, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
COVID-19
The Cigna Group's commitment to the health and vitality of our employees and the people we serve remains our focus as the pandemic environment evolves. We continue to actively manage our response as the COVID-19 pandemic environment evolves and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. For further information regarding the potential impact of the COVID-19 pandemic on the Company, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
Commentary: 2022 versus 2021
The commentary presented below, and in the segment discussions that follow, compare results for the year ended December 31, 2022 with results for the year ended December 31, 2021.
Shareholders' net income increased 24% due to the gain on the sale of our life, accident and supplemental benefits businesses in six countries (the "Chubb transaction"), higher adjusted income from operations and the absence of debt extinguishment costs. These favorable effects were partially offset by lower realized investment results due to declines in equity securities resulting in unfavorable mark to market adjustments in 2022.
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Adjusted income from operations increased 4%, driven by a lower medical care ratio and increased specialty contributions in Cigna Healthcare, as well as within Evernorth Health Services, increased earnings primarily reflecting continued contract affordability improvements and growth in our accelerated businesses. These favorable effects were partially offset by the absence of earnings in the second half of 2022 from the businesses sold in the Chubb transaction and lower net investment income.
Medical customers increased 5%, reflecting growth in our fee-based products from Middle Market and Select market segments as well as growth in International Health, partially offset by a decrease in U.S. Government customers, including the disposition of the Medicaid business. See Part I, Item 1 of this Form 10-K for definitions of Cigna Healthcare's market segments.
Pharmacy revenues increased 6%, reflecting higher specialty claims volume due in part to Evernorth Health Services' collaboration with Prime Therapeutics, as well as inflation on, and higher sales of, branded drugs. See the "Evernorth Health Services segment" section of this MD&A for further discussion.
Premiums declined 3%, reflecting the impact of the Chubb transaction and the disposition of the Medicaid business in Cigna Healthcare. Partially offsetting these decreases were the favorable impact of increased specialty contributions and higher premium rates in Cigna Healthcare due to anticipated underlying medical cost trend. See the "Cigna Healthcare segment" section of this MD&A for further discussion.
Fees and other revenues increased 9%, primarily reflecting customer growth from our continued contract affordability services. See the "Evernorth Health Services segment" section of this MD&A for further discussion.
Net investment income decreased 25%, primarily reflecting lower returns on our partnership investments and the impact of the Chubb transaction. See the "Investment Assets" section of this MD&A for further discussion.
Pharmacy and other service costs increased 6%, reflecting higher specialty claims volume due in part to Evernorth Health Services' collaboration with Prime Therapeutics, as well as inflation on, and higher sales of, branded drugs.
Medical costs and other benefit expenses decreased 4%, primarily reflecting the impact of the Chubb transaction and the disposition of the Medicaid business in Cigna Healthcare. Decreases also reflect lower direct COVID-19 testing, treatment and vaccine costs and are partially offset by medical cost trend in Cigna Healthcare.
Selling, general and administrative expenses increased 1%, primarily driven by higher expenses in Cigna Healthcare and strategic investments in expanding our services portfolio and digital capabilities in Evernorth Health Services, partially offset by decreased expenses in Other Operations driven by the impact of the Chubb transaction.
Interest expense and other increased 2%, primarily reflecting higher interest rates on our indebtedness.
Debt extinguishment costs. We did not incur debt extinguishment costs in 2022 as we did not early retire any debt in 2022.
Gain on sale of businesses primarily reflects the Chubb transaction, which closed on July 1, 2022.
Realized investment results were substantially lower, primarily due to declines in equity securities resulting in unfavorable mark to market adjustments on investments in 2022. See Note 11 to the Consolidated Financial Statements for further discussion.
The effective tax rate decreased by 100 basis points, driven largely by the foreign tax rate differential, including the impact of the Chubb transaction.
Key Transactions and Business Developments
VillageMD
As of December 31, 2022, the Company had a commitment to become a minority owner in VillageMD by investing up to $2.7 billion in VillageMD preferred equity. In January 2023, we invested $2.5 billion of the $2.7 billion. VillageMD is an independent primary care group committed to offering high-quality, accessible primary care options for communities across the country through Village Medical. VillageMD partners with physicians to provide the tools, technology, operations, staffing support and industry relationships to deliver high-quality clinical care and better patient outcomes, while reducing the total cost of care. VillageMD and Village Medical operate in 22 markets and are responsible for more than 1.6 million patients.
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Risk Adjustment Data Validation Audit Rule
On January 30, 2023, the Centers for Medicare and Medicaid Services ("CMS") issued the Final Rule titled "Medicare and Medicaid Programs; Policy and Technical Changes to the Medicare Advantage, Medicare Prescription Drug Benefit, Program for All-inclusive Care for the Elderly (PACE), Medicaid Fee-For-Service, and Medicaid Managed Care Programs for Years 2020 and 2021", effective April 3, 2023. The Final Rule addresses CMS's audit methodology and related policies for the Risk Adjustment Data Validation ("RADV"). RADV is the primary mechanism for CMS to determine risk adjustment revenue overpayments to Medicare Advantage organizations. Although CMS did not specify their sampling or extrapolation methodology the rule did codify that CMS will use a statistically valid method for sampling and extrapolation of error rates and the decision not to apply a fee for service adjuster when determining RADV audit findings. CMS will not apply extrapolation to RADV audits until the 2018 payment year with payment recoveries for those RADV audits expected in 2025. Audits for payment years prior to 2018 are not subject to extrapolation and the Company expects the impact for these years will not be material. The Company is not currently subject to RADV audits for the 2018 and subsequent payment years and is unable to estimate the potential impacts of RADV audits subject to extrapolation in the Final Rule. Although the Final Rule provides additional clarity regarding the structure of the methodology for RADV audits and quantification of RADV audit findings, further analysis is required to determine all potential implications. The Company continues to evaluate the recently announced Final Rule including potential legal developments which could impact the ultimate application of the regulation. See Part I, Item 1 of this Form 10-K for further discussion of RADV.
Centene Corporation
In October 2022, Evernorth Health Services and Centene Corporation ("Centene") announced a multi-year agreement effective January 2024 to manage pharmacy benefit services and make prescription medications more accessible and affordable for Centene's approximately 20 million customers. In addition to greater savings on prescription drugs, Centene customers will also have access to Express Scripts' extensive national network of retail pharmacies. We expect to spend approximately $200 million in 2023 preparing for the implementation of our multi-year agreement with Centene. We will continue to refine this estimate during 2023.
Inflation Reduction Act
The Inflation Reduction Act of 2022, which was signed into law in August 2022, contains a variety of provisions that impact our business, including:
•providing a one percent excise tax on repurchases of stock made after December 31, 2022, which would generally be recorded in Treasury stock in the Consolidated Balance Sheets;
•extending the American Rescue Plan Act of 2021's enhanced Premium Tax Credits for three years from January 2023 to January 2026;
•instituting caps on insulin cost sharing in federal Medicare Part B medical insurance ("Part B") and federal Medicare Part D prescription drug program ("Part D") beginning in 2023 and removing deductibles for insulin provided via durable medical equipment under Part B beginning in July 2023;
•adding a requirement that drug manufacturers pay rebates beginning in 2023 if prescription drug prices for certain Part B and Part D drugs increase beyond inflation;
•redesigning of the Part D benefit in 2024 and capping of annual out-of-pocket costs starting in 2025;
•allowing CMS to select Part D and Part B drugs for the drug price negotiation program beginning in 2023 and 2026, respectively, with the maximum fair prices for select Part D drugs taking effect in 2026; and
•delaying implementation of the 2020 Medicare drug rebate rule to 2032.
We currently do not expect the Inflation Reduction Act to have a material impact on our 2023 Consolidated Financial Statements. We continue to analyze the impact on future periods.
Sale of International Life, Accident and Supplemental Benefits Businesses in Six Countries
As discussed in Note 4 to the Consolidated Financial Statements, on July 1, 2022, we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb INA Holdings, Inc. ("Chubb") for approximately $5.4 billion in cash (the "Chubb transaction"). The "Liquidity and Capital Resources" section of this MD&A provides further information on the impact of this transaction to liquidity. See "Other Operations" section of this MD&A for further information on the results of these businesses prior to the divestiture.
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Sale of Group Disability and Life Business
The Cigna Group sold its Group Disability and Life business to New York Life Insurance Company for $6.2 billion on December 31, 2020.
Medicare Star Quality Ratings ("Star Ratings")
CMS uses a Star Rating system to measure how well Medicare Advantage ("MA") plans perform. Categories of measurement include quality of care and customer service. Star Ratings range from one to five stars. CMS recognizes plans with Star Ratings of four stars or greater with quality bonus payments and the ability to offer enhanced benefits. Approximately 89% of our MA customers were in four star or greater plans for bonus payments received in 2022 and we expect 84% to be in four star or greater plans for bonus payments to be received in 2023. On October 7, 2022, CMS announced Medicare Star Ratings for bonus payments to be received in 2024. Based upon the current customer mix associated with the announced Star Ratings, we estimate 67% of our MA customers will be in four star or greater plans. See Part 1, "Business - Regulation" section of this Form 10-K for further discussion of Star Ratings.
Medicare Advantage Rates
On April 4, 2022, CMS released the final Calendar Year 2023 Medicare Advantage Capitation Rates and Part C and Part D Payment Policies (the "2023 Final Notice"). On February 1, 2023, CMS released the Calendar Year 2024 Advance Notice for Medicare Advantage and Part D Prescription Drug Programs (the "Advance Notice"). CMS will accept comments on the Advance Notice through March 3, 2023, before publishing the final rate announcement by April 3, 2023. The Advance Notice is subject to the required notice and comment period, and we cannot predict when or to what extent CMS will adopt the proposals in the Advance Notice. We are in the process of analyzing the potential implications of the Advance Notice.
LIQUIDITY AND CAPITAL RESOURCES
| Financial Summary | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||||||||
| (In millions) | 2022 | 2021 | 2020 | ||||||||
| Short-term investments | $ | 139 | $ | 428 | $ | 359 | |||||
| Cash and cash equivalents | $ | 5,924 | $ | 5,081 | $ | 10,182 | |||||
| Short-term debt | $ | 2,993 | $ | 2,545 | $ | 3,374 | |||||
| Long-term debt | $ | 28,100 | $ | 31,125 | $ | 29,545 | |||||
| Shareholders' equity | $ | 44,872 | $ | 47,112 | $ | 50,321 |
Liquidity
We maintain liquidity at two levels: the subsidiary level and the parent company level.
Cash requirements at the subsidiary level generally consist of:
•pharmacy, medical costs and other benefit payments;
•expense requirements, primarily for employee compensation and benefits, information technology and facilities costs;
•income taxes; and
•debt service.
Our subsidiaries normally meet their liquidity requirements by:
•maintaining appropriate levels of cash, cash equivalents and short-term investments;
•using cash flows from operating activities;
•matching investment durations to those estimated for the related insurance and contractholder liabilities;
•selling investments; and
•borrowing from affiliates, subject to applicable regulatory limits.
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Cash requirements at the parent company level generally consist of:
•debt service;
•payment of declared dividends to shareholders;
•lending to subsidiaries as needed; and
•pension plan funding.
The parent company normally meets its liquidity requirements by:
•maintaining appropriate levels of cash and various types of marketable investments;
•collecting dividends from its subsidiaries;
•using proceeds from issuing debt and common stock; and
•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 21 to the Consolidated Financial Statements in this 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.
Cash flows were as follows:
| For the Years Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2022 | 2021 | 2020 | ||||||||
| Net cash provided by operating activities | $ | 8,656 | $ | 7,191 | $ | 10,350 | |||||
| Net cash provided by (used in) investing activities: | |||||||||||
| Cash proceeds from sales of businesses, net of cash sold | 4,835 | (61) | 5,592 | ||||||||
| Acquisitions | — | (1,833) | (139) | ||||||||
| Net investment (purchases) | (272) | (660) | (1,406) | ||||||||
| Purchases of property and equipment, net | (1,295) | (1,154) | (1,094) | ||||||||
| Other, net | (170) | 97 | 23 | ||||||||
| Net investing activities | 3,098 | (3,611) | 2,976 | ||||||||
| Net cash (used in) financing activities: | |||||||||||
| Debt (repayments) issuances | (2,559) | 521 | (4,736) | ||||||||
| Stock repurchase | (7,607) | (7,742) | (4,042) | ||||||||
| Dividend payments | (1,384) | (1,341) | (15) | ||||||||
| Other, net | 310 | 350 | 260 | ||||||||
| Net financing activities | (11,240) | (8,212) | (8,533) | ||||||||
| Foreign currency effect on cash | (86) | (65) | 41 | ||||||||
| Change in cash, cash equivalents and restricted cash | $ | 428 | $ | (4,697) | $ | 4,834 |
The following discussion explains variances in the various categories of cash flows for the year ended December 31, 2022 compared with the same period in 2021. For comparisons of liquidity and capital resources for the year ended December 31, 2021 compared with the year ended December 31, 2020, please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2021.
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 for the year ended December 31, 2022 include the benefits from the delayed 2021 CMS Part D settlement. The remaining increase was driven by timing of accrued liabilities and lower income tax payments, partially offset by lower insurance liabilities and higher inventories.
Investing activities
In 2022, the Company received cash proceeds from the Chubb transaction. In 2021, the Company had cash outflows related to the acquisition of MDLIVE. These factors, along with lower net purchases of investments in 2022, resulted in higher cash inflow from investing activities in 2022 compared with 2021.
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Financing activities
The Company repaid more debt, in 2022, which resulted in an increase in cash used in financing activities in 2022.
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 flow from operations, some of which is subject to regulatory restrictions relative to the amount and timing of dividend payments to the parent company. Dividends from U.S. regulated subsidiaries were $1.9 billion for the year ended December 31, 2022 and $2.8 billion for the year ended December 31, 2021. Non-regulated subsidiaries also generate significant cash flow from operating activities, which is typically available immediately to the parent company for general corporate purposes.
We prioritize our use of capital resources to:
•invest in capital expenditures, primarily related to technology to support innovative solutions for our 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;
•pay dividends to shareholders;
•consider acquisitions that are strategically and economically advantageous; and
•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.
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 December 31, 2022, The Cigna Group's revolving credit agreements include: a $3.0 billion five-year revolving credit and letter of credit agreement that expires in April 2027; a $1.0 billion three-year revolving credit agreement that expires in April 2025; and a $1.0 billion 364-day revolving credit agreement that expires in April 2023.
As of December 31, 2022, 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), $5.0 billion of remaining capacity under our commercial paper program and $6.1 billion in cash and short-term investments, approximately $1.2 billion of which was held by the parent company or certain non-regulated subsidiaries.
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 40.9% at December 31, 2022 and 41.7% at December 31, 2021.
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 $3.0 billion from its subsidiaries without further approvals as of December 31, 2022.
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Other Sources of Funds
Sale of international life, accident and supplemental benefits businesses in six countries. On July 1, 2022, we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb for approximately $5.4 billion in cash. Net after-tax proceeds of approximately $5.1 billion were utilized primarily for share repurchases, with $3.5 billion used to fund the purchases of our common stock pursuant to the ASR agreements (as described below).
Use of Capital Resources
Capital expenditures. Capital expenditures for property, equipment and computer software were $1.3 billion in 2022 compared to $1.2 billion in the year ended December 31, 2021. This increase reflects our continued strategic investment in technology for future growth. We expect to deploy approximately $1.4 billion to capital expenditures in 2023. Anticipated capital expenditures will be funded primarily from operating cash flow.
Dividends. For 2022, The Cigna Group declared and paid quarterly cash dividends of $1.12 per share of its common stock, compared to $1.00 per share in 2021. See Note 8 to the Consolidated Financial Statements for further information on our dividend payments. On February 2, 2023, the Board of Directors declared the first quarter cash dividend of $1.23 per share of The Cigna Group common stock to be paid on March 23, 2023 to shareholders of record on March 8, 2023. 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.
In June 2022, as part of our existing share repurchase program, we entered into accelerated share repurchase agreements ("2022 ASR agreements") to repurchase $3.5 billion of common stock in aggregate. In July 2022, in accordance with the 2022 ASR agreements, we remitted $3.5 billion and received an initial delivery of 10.4 million shares of our common stock. Upon final settlement of the 2022 ASR agreements in November 2022, we received an additional 1.9 million shares of our common stock for no additional consideration.
In August 2021, as part of our existing share repurchase program, we entered into accelerated share repurchase agreements to repurchase $2.0 billion of common stock. The total number of shares repurchased under the agreements was 9.5 million.
We repurchased 27.4 million shares for approximately $7.6 billion during the year ended December 31, 2022, including the $3.5 billion paid under ASR agreements, compared to 35.2 million shares for approximately $7.7 billion during the year ended December 31, 2021 including the $2.0 billion paid under ASR agreements. From January 1, 2023, through February 22, 2023, we repurchased 2.1 million shares for approximately $646 million. Share repurchase authority was $2.9 billion as of February 22, 2023.
See Note 8 to the Consolidated Financial Statements for further information on our ASR agreements.
Strategic investments. As of December 31, 2022, the Company had a commitment to become a minority owner in VillageMD by investing up to $2.7 billion in VillageMD preferred equity. In January 2023, we invested $2.5 billion of the $2.7 billion. VillageMD is an independent primary care group with expertise in value-based care and operates primary care practices across 22 markets.
Pension plans. Our pension plans were overfunded by $238 million and reported in Other assets in our Consolidated Balance Sheets as of December 31, 2022. This represents a funding improvement of $615 million from an underfunded pension liability of $377 million primarily reported in Other non-current liabilities in our Consolidated Balance Sheets as of December 31, 2021. This improvement was primarily attributable to an increase in discount rates of 261 basis points, partially offset by investment asset losses in 2022. In 2022, we made immaterial contributions to the qualified pension plans as required under the Pension Protection Act of 2006 and we expect the required contributions for 2023 to be immaterial. See Note 17 to the Consolidated Financial Statements for additional information.
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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 this 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.
Supply Chain Financing Program
We facilitate a voluntary supply chain finance program (the "program") that provides suppliers the opportunity to sell their receivables due from us (i.e., our payment obligations to the suppliers) to a financial institution, on a non-recourse basis in order to be paid earlier than our payment terms provide. The Cigna Group is not a party to the program and agrees to commercial terms with its suppliers independently of their participation in the program. A supplier's participation in the program has no impact on our payment terms and the Company has no economic interest in a supplier's decision to participate in the program. The suppliers, at their sole discretion, determine which invoices, if any, to sell to the financial institution. No guarantees are provided by the Company or any of our subsidiaries under the program. We have been informed by the financial institution that $471 million as of December 31, 2022 and $331 million as of December 31, 2021 of our outstanding payment obligations were voluntarily elected by suppliers to be sold to the financial institution under the program. These amounts are reflected in Accounts payable in our Consolidated Balance Sheets.
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 23 to the Consolidated Financial Statements for discussion of various guarantees.
On balance sheet:
•Insurance liabilities
◦Insurance liabilities are $16.3 billion, which include contractholder deposit funds, future policy benefits and unpaid claims and claim expenses.
◦Of the total obligation amount, $4.9 billion of insurance liabilities are associated with the sold retirement benefits, individual life insurance and annuity businesses, guaranteed minimum death benefit ("GMDB") business, as well as the group life and personal accident businesses as their related net cash flows are not expected to impact our cash flows.
◦The $14.0 billion of total obligations exceeds the corresponding insurance and contractholder liabilities of $11.4 billion recorded on the balance sheet. This is because some of the recorded insurance liabilities reflect discounting for interest and the recorded contractholder liabilities exclude future interest crediting, charges and fees. The timing and amount of actual future cash flows may differ from the projected amount disclosed.
◦We expect $4.6 billion of insurance liabilities to be paid within the next twelve months beginning January 1, 2023.
◦See Note 9 to the Consolidated Financial Statements for information regarding insurance liabilities.
•Long-term debt
◦Total scheduled payments on long-term debt are $46.9 billion, which include scheduled interest payments and maturities of long-term debt.
◦We expect $4.2 billion of long-term debt payments (including scheduled interest payments) to be paid within the next twelve months beginning January 1, 2023.
◦Finance leases are included in Long-term debt and primarily represent obligations for information technology network storage, servers and equipment. See Note 20 to the Consolidated Financial Statements for information regarding finance leases.
◦See Note 7 to the Consolidated Financial Statements for information regarding principal maturities of long-term debt.
•Other non-current liabilities
◦These include approximately $415 million of estimated payments for other postretirement and postemployment benefit obligations, non-qualified pension plans, reinsurance liabilities, supplemental and deferred compensation plans and interest rate and foreign currency swap contracts.
◦We expect $85 million of other liabilities to be paid within the next twelve months beginning January 1, 2023.
◦See Note 17 to the Consolidated Financial Statements for further information on pension obligations and funded status.
•Operating leases
◦These include operating lease payments of $494 million.
◦We expect $114 million of operating lease payments to be due within the next twelve months beginning January 1, 2023.
◦See Note 20 to the Consolidated Financial Statements for additional information.
•Uncertain tax positions
◦In the event we are unable to sustain all of our $1.3 billion of uncertain tax positions, it could result in future tax payments of approximately $1.0 billion. We are adequately reserved for such positions. As a result, there is minimal
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direct risk to earnings should we fail to sustain our positions. We cannot reasonably estimate the timing of such future payments.
◦See Note 22 to the Consolidated Financial Statements for additional information on uncertain tax positions.
Off-balance sheet:
•Purchase obligations
◦These include agreements to purchase goods or services that are enforceable and legally binding. Purchase obligations exclude contracts that are cancellable without penalty and those that do not contractually require minimum levels of goods or services to be purchased.
◦As of December 31, 2022, purchase obligations consisted of a total of $6.5 billion of estimated payments required under contractual arrangements. This includes:
▪$5.1 billion of investment commitments, primarily comprised of commitment to purchase up to $2.7 billion of preferred equity in VillageMD as well as other long-term investments.
▪$1.4 billion of future service commitments, primarily comprised of contracts for certain outsourced businesses processes and information technology maintenance and support.
◦We expect $3.9 billion of purchase obligations to be paid within the next twelve months beginning January 1, 2023. This includes:
▪$3.5 billion relates to investment commitments, which includes commitment to purchase up to $2.7 billion in VillageMD preferred equity. In January 2023, we invested $2.5 billion of the $2.7 billion.
▪$402 million relates to future service commitments.
◦See Note 11 of the Consolidated Financial Statements for additional information on investment commitments.
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 this Form 10-K. We regularly evaluate items that may impact critical accounting estimates.
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In addition to the estimates presented in the following tables, the Notes to the Consolidated Financial Statements describe other estimates that management has made in preparation of the financial statements. Management believes the current assumptions used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience significantly differs from the assumptions used in estimating amounts reflected in our Consolidated Financial Statements, the resulting changes could have a material adverse effect on our consolidated results of operations and in certain situations, could have a material adverse effect on liquidity and our financial condition. The tables below present the adverse impacts of certain possible changes in assumptions. The effect of assumption changes in the opposite direction would be a positive impact to our consolidated results of operations, liquidity or financial condition, except for assessing impairment of goodwill.
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used |
|---|---|
| Goodwill and other intangible assets Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets at the acquisition date. Intangible assets primarily reflect the value of customer relationships and other intangibles acquired in business combinations. Fair values of reporting units are estimated based on discounted cash flow analysis and market approach models using assumptions that we believe a hypothetical market participant would use to determine a current transaction price. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. A discount rate is selected to correspond with each reporting unit's weighted average cost of capital, consistent with that used for investment decisions considering the specific and detailed operating plans and strategies within each reporting unit. Projections of future cash flows differ by reporting unit and are consistent with our ongoing strategic projections. Future cash flows for Evernorth Health Services are primarily driven by the forecasted gross margins of the business, as well as operating expenses and long-term growth rates. Future cash flows for our other reporting units are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates. The fair value of intangibles and the amortization method were determined using an income approach that relies on projected future cash flows including key assumptions for customer attrition and discount rates. Management revises amortization periods if it believes there has been a change in the length of time that an intangible asset will continue to have value. Our U.S. Government reporting unit contracts with CMS to provide managed health care services, including Medicare Advantage and Medicare-approved prescription drug plans. Estimated future cash flows for this reporting unit's Medicare Advantage business incorporate the current reimbursement structure for 2023 and beyond. Revenues from the Medicare programs are dependent, in whole or in part, upon annual funding from the federal government through CMS. Funding levels for these programs are dependent on many factors including changes to the risk adjustment payment methodology, government efforts to contain health care costs, budgetary constraints and general political issues and priorities. In 2022, we experienced a decrease in U.S. Government customers, including the disposition of the Medicaid business, while investing to support future growth. The U.S. Government reporting unit goodwill balance was $4.0 billion as of December 31, 2022 and December 31, 2021. The Company conducts its quantitative evaluation for goodwill impairment at least annually during the third quarter at the reporting unit level and performs qualitative impairment assessments on a quarterly basis to determine if events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Goodwill and other intangibles as of December 31 were as follows (in millions): ·2022 – Goodwill $45,811; Other intangible assets $32,492·2021 – Goodwill $45,811; Other intangible assets $34,102 See Note 19 to the Consolidated Financial Statements for additional discussion of our goodwill and other intangible assets. | We completed our normal annual evaluations for impairment of goodwill and intangible assets during the third quarter of 2022. The evaluations indicated that the fair value estimates of our reporting units exceed their carrying values by sufficient margins. Changes in assumptions concerning future financial results or other underlying assumptions, including macroeconomic factors, government legislation, changes in the competitive landscape or other market conditions could impact our ability to achieve profitability projections. If we consistently do not achieve our earnings and cash flow projections or our cost of capital rises significantly, the assumptions and estimates underlying the goodwill and intangible asset impairment evaluations could be adversely affected and result in future impairment charges that would negatively impact our operating results and financial position. Specific to the U.S. Government reporting unit, the two most critical factors affecting our future cash flows assumptions are customer growth and profit margins. If we do not realize our targeted customer growth or profit margins, the cash flow projections could be impacted and significantly reduce the fair value of the reporting unit. |
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| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used |
|---|---|
| Income taxes – uncertain tax positions We evaluate tax positions to determine whether the benefits are more likely than not to be sustained on audit based on their technical merits. The Company establishes a liability if the probability that the position will be sustained is 50% or less. For uncertain positions that management believes are more likely than not to be sustained, the Company recognizes a liability based upon management's estimate of the most likely settlement outcome with the taxing authority. These amounts primarily relate to federal and state uncertain positions of the value and timing of deductions and uncertain positions of attributing taxable income to states. Balances that are included in the Consolidated Balance Sheets within Accrued expenses and other liabilities are as follows (in millions): ·2022 – $1,343 ·2021 – $1,230 See Note 22 to the Consolidated Financial Statements for additional discussion around uncertain tax positions and the Liquidity and Capital Resources section of this MD&A for a discussion of their potential impact on liquidity. | The factors that could impact our estimates of uncertain tax positions include the likelihood of being sustained upon audit based on the technical merits of the tax position and related assumed interest and penalties. If our positions are upheld upon audit, our net income would increase. |
| Balance Sheet Caption / Nature of Critical Accounting Estimate | Effect if Different Assumptions Used |
|---|---|
| Unpaid claims and claim expenses – Cigna Healthcare Unpaid claims and claim expenses include both reported claims and estimates for losses incurred but not yet reported. Unpaid claims and claim expenses in Cigna Healthcare are primarily impacted by assumptions related to completion factors and medical cost trend. Variation of actual results from either assumption could impact the unpaid claims balance as noted below. A large number of factors may cause the medical cost trend to vary from the Company's estimates, including: changes in health management practices, changes in the level and mix of benefits offered and services utilized and changes in medical practices. Completion factors may be affected if actual claims submission rates from providers differ from estimates (that can be influenced by a number of factors, including provider mix and electronic versus manual submissions), or if changes to the Company's internal claims processing patterns occur. Unpaid claims and claim expenses for the Cigna Healthcare segment as of December 31 were as follows (in millions): ·2022 – gross $4,176; net $3,955·2021 – gross $4,261; net $4,000 These liabilities are presented above both gross and net of reinsurance and other recoverables. See Note 9 to the Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability. | Based on studies of our claim experience, it is reasonably possible that a 100 basis point change in the medical cost trend and a 50 basis point change in completion factors could occur in the near term. A 100 basis point increase in the medical cost trend rate would increase this liability by approximately $75 million, resulting in a decrease in net income of approximately $60 million after-tax, and a 50 basis point decrease in completion factors would increase this liability by approximately $150 million, resulting in a decrease in net income of approximately $120 million after-tax. |
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| Balance Sheet Caption /Nature of Critical Accounting Estimate | Effect if Different Assumptions Used |
|---|---|
| Valuation of debt security investments Most debt securities are classified as available for sale and are carried at fair value with changes in fair value recorded in Accumulated other comprehensive loss within Shareholders' equity. Fair value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. Determining fair value for a financial instrument requires management judgment. The degree of judgment involved generally correlates to the level of pricing readily observable in the markets. Financial instruments with quoted prices in active markets or with market observable inputs to determine fair value, such as public securities, generally require less judgment. Conversely, private placements including more complex securities that are traded infrequently are typically measured using pricing models that require more judgment as to the inputs and assumptions used to estimate fair value. There may be a number of alternative inputs to select based on an understanding of the issuer, the structure of the security and overall market conditions. In addition, these factors are inherently variable in nature as they change frequently in response to market conditions. Approximately 60% of our debt securities are public securities and approximately 40% are private placement securities. Typically, the most significant input in the measurement of fair value is the market interest rate used to discount the estimated future cash flows of the instrument. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset. Balances that are included in the Consolidated Balance Sheets within Investments and Long-term investments are as follows, inclusive of amounts held for sale as of December 31, 2021 (in millions): ·2022 - $9,872·2021 - $16,958 See Notes 11A. and 12 to the Consolidated Financial Statements for a discussion of our fair value measurements, the procedures performed by management to determine that the amounts represent appropriate estimates and our accounting policy regarding unrealized appreciation on debt securities. | If the derived market rates used to calculate fair value increased by 100 basis points, the fair value of the total debt security portfolio of $9.9 billion would decrease by approximately $0.6 billion, resulting in an after-tax decrease to shareholders' equity of approximately $0.4 billion as of December 31, 2022. |
SEGMENT REPORTING
The following section of this MD&A discusses the results of each of our segments.
On February 13, 2023, we changed the name of our Evernorth segment to Evernorth Health Services. We will not distinguish between our prior and current segment name and will refer to our current segment name throughout this Annual Report on Form 10-K.
On July 1, 2022, we completed the sale of our life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb for approximately $5.4 billion in cash.
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 24 to the Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of Income before income taxes to pre-tax adjusted income from operations, as well as a reconciliation of Total revenues to adjusted revenues. Note 24 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.
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See the "Executive Overview" section of this MD&A for summarized financial results of each of our segments.
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, in Pharmacy Benefits, Home Delivery Pharmacy, Specialty Pharmacy, Distribution and Care Delivery and Management Solutions. 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 revenues and Pharmacy and other service costs are volume, mix of claims and price. These key factors are discussed further below. See Note 2 to the Consolidated Financial Statements included in this Form 10-K for additional information on revenue and cost recognition policies for this segment.
•As our clients' claim volumes increase or decrease, our resulting revenues and cost of revenues correspondingly increase or decrease. Our gross profit, defined as Total revenues less Pharmacy and other service costs, could also increase or decrease as a result of changes in purchasing discounts.
•The mix of claims generally considers the type of drug and distribution method used for dispensing and fulfilling. Types of drugs can have an impact on our Pharmacy revenues, Pharmacy and other service costs and gross profit, including amounts payable under certain financial and performance guarantees with our clients. In addition to the types of drugs, the mix of generic claims (i.e., generic fill rate) also impacts our gross profit. Generally, higher generic fill rates reduce revenues, as generic drugs are typically priced lower than the branded drugs they replace. However, as ingredient cost paid to pharmacies on generic drugs is incrementally lower than the price charged to our clients, higher generic fill rates generally have a favorable impact on our gross profit. The home delivery generic fill rate is currently lower than the network generic fill rate as fewer generic substitutions are available among maintenance medications (such as therapies for chronic conditions) commonly dispensed from home delivery pharmacies as compared to acute medications that are primarily dispensed by pharmacies in our retail networks. Furthermore, our gross profit differs among network, home delivery and specialty distribution methods and can impact our profitability.
•Our client contract pricing is impacted by our ongoing ability to negotiate favorable contracts for pharmacy network, pharmaceutical and wholesaler purchasing and manufacturer rebates. As we seek to improve the effectiveness of our integrated solutions for the benefit of our clients, we are continuously innovating and improving affordability. Our gross profit could also increase or decrease as a result of drug purchasing contract initiatives implemented. 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.
In this MD&A, we present revenues and gross profit, as well as adjusted revenues and adjusted gross profit, consistent with our segment reporting metrics, which exclude special items. For the year ended December 31, 2020, we recorded an adjustment related to a former client contract that was excluded from our adjusted metrics.
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Results of Operations
| Financial Summary | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | |||||||||||||||||||||||||||||||
| (Dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | ||||||||||||||||||||||||||||
| Total revenues | $ | 140,335 | $ | 131,912 | $ | 116,334 | $ | 8,423 | 6 | % | $ | 15,578 | 13 | % | |||||||||||||||||||
| Less: Contractual adjustment for a former client | — | — | (204) | — | N/M | 204 | N/M | ||||||||||||||||||||||||||
| Adjusted revenues (1) | $ | 140,335 | $ | 131,912 | $ | 116,130 | $ | 8,423 | 6 | % | $ | 15,782 | 14 | % | |||||||||||||||||||
| Pharmacy and other service costs | $ | 131,284 | $ | 123,504 | $ | 108,537 | $ | 7,780 | 6 | % | $ | 14,967 | 14 | % | |||||||||||||||||||
| Gross profit (2) | $ | 9,051 | $ | 8,408 | $ | 7,797 | $ | 643 | 8 | % | $ | 611 | 8 | % | |||||||||||||||||||
| Adjusted gross profit (1),(2) | $ | 9,051 | $ | 8,408 | $ | 7,593 | $ | 643 | 8 | % | $ | 815 | 11 | % | |||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 6,127 | $ | 5,818 | $ | 5,363 | $ | 309 | 5 | % | $ | 455 | 8 | % | |||||||||||||||||||
| Pre-tax adjusted margin | 4.4 | % | 4.4 | % | 4.6 | % | — | bps | (20) | bps | |||||||||||||||||||||||
| Adjusted expense ratio (3) | 2.0 | % | 1.9 | % | 1.9 | % | (10) | bps | — | bps |
| Selected Financial Information | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | |||||||||||||||||||||||
| (Dollars and adjusted scripts in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | ||||||||||||||||||||
| Pharmacy revenue by distribution channel | |||||||||||||||||||||||||
| Adjusted network revenues (1) | $ | 64,946 | $ | 64,992 | $ | 56,181 | — | % | 16 | % | |||||||||||||||
| Adjusted home delivery and specialty revenues (1) | 61,283 | 54,391 | 49,886 | 13 | 9 | ||||||||||||||||||||
| Other pharmacy revenues | 6,753 | 6,428 | 5,403 | 5 | 19 | ||||||||||||||||||||
| Total adjusted pharmacy revenues (1) | $ | 132,982 | $ | 125,811 | $ | 111,470 | 6 | % | 13 | % | |||||||||||||||
| Adjusted fees and other revenues (1) | 7,267 | 6,084 | 4,628 | 19 | 31 | ||||||||||||||||||||
| Net investment income | 86 | 17 | 32 | N/M | (47) | ||||||||||||||||||||
| Adjusted revenues (1) | $ | 140,335 | $ | 131,912 | $ | 116,130 | 6 | % | 14 | % | |||||||||||||||
| Pharmacy script volume (4) | |||||||||||||||||||||||||
| Adjusted network scripts | 1,295 | 1,355 | 1,206 | (4) | % | 12 | % | ||||||||||||||||||
| Adjusted home delivery and specialty scripts | 280 | 283 | 287 | (1) | (1) | ||||||||||||||||||||
| Total adjusted scripts | 1,575 | 1,638 | 1,493 | (4) | % | 10 | % | ||||||||||||||||||
| Generic fill rate (5) | |||||||||||||||||||||||||
| Network | 86.4 | % | 85.4 | % | 87.4 | % | 100 | bps | (200) | bps | |||||||||||||||
| Home delivery | 85.1 | % | 85.9 | % | 85.2 | % | (80) | bps | 70 | bps | |||||||||||||||
| Overall generic fill rate | 86.3 | % | 85.5 | % | 87.2 | % | 80 | bps | (170) | bps |
(1) Total revenues and gross profit were equal to adjusted revenues and adjusted gross profit for the years ended December 31, 2022 and December 31, 2021 as there were no special items in those periods. Amounts exclude special items for the year ended December 31, 2020.
(2) Gross profit and adjusted gross profit are calculated as total revenues or adjusted total revenues less pharmacy and other services costs.
(3) Adjusted expense ratio is calculated as selling, general and administrative expenses as a percentage of adjusted revenues.
(4) Non-specialty network scripts filled through 90-day programs and home delivery scripts are multiplied by three. All other network and specialty scripts are counted as one script.
(5) Generic fill rate is defined as the total number of generic scripts divided by the total overall scripts filled.
2022 versus 2021
Adjusted network revenues slightly decreased, reflecting a decrease in claims volume; partially offset by inflation on branded drugs.
Adjusted home delivery and specialty revenues increased 13%, reflecting higher specialty claims volume, due in part to our collaboration with Prime Therapeutics, inflation on, and higher sales of, branded drugs. These increases were partially offset by lower home delivery claims volume.
Other pharmacy revenues increased 5%, reflecting higher volume from our CuraScript SD business.
Adjusted fees and other revenues increased 19%, reflecting customer growth from our continued contract affordability services and the growth of our Care Delivery and Management Solutions.
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Adjusted gross profit and pre-tax adjusted income from operations increased 8% and 5%, respectively, reflecting continued contract affordability improvements and growth in our accelerated businesses; partially offset by strategic investments in expanding our services portfolio and digital capabilities, as well as lower volume in our network and home delivery businesses.
The adjusted expense ratio increased 10 bps, reflecting higher revenues and expense discipline, which enabled us to increase strategic investments in expanding our services portfolio and digital capabilities.
Cigna Healthcare Segment
Cigna Healthcare includes the U.S. Commercial, U.S. Government 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:
•customer growth;
•revenue growth;
•percentage of Medicare Advantage customers in plans eligible for quality bonus payments;
•medical costs as a percentage of premiums (medical care ratio or "MCR") for our insured businesses; and
•selling, general and administrative expenses as a percentage of adjusted revenues (adjusted expense ratio).
Results of Operations
| Financial Summary | ||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||||||||||||
| Adjusted revenues | $ | 45,036 | $ | 44,652 | $ | 41,135 | $ | 384 | 1 | % | $ | 3,517 | 9 | % | ||||||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 4,072 | $ | 3,609 | $ | 4,031 | $ | 463 | 13 | % | $ | (422) | (10) | % | ||||||||||||||||||||||
| Pre-tax adjusted margin | 9.0 | % | 8.1 | % | 9.8 | % | 90 | bps | (170) | bps | ||||||||||||||||||||||||||
| Medical care ratio | 81.7 | % | 84.0 | % | 78.3 | % | 230 | bps | (570) | bps | ||||||||||||||||||||||||||
| Adjusted expense ratio | 21.8 | % | 21.0 | % | 23.5 | % | (80) | bps | 250 | bps |
2022 versus 2021
Adjusted revenues increased 1%, primarily reflecting increased specialty contributions, higher premium rates due to anticipated underlying medical cost trend and customer growth in International Health and U.S. Commercial, mostly offset by a decrease in U.S. Government customers, including the disposition of the Medicaid business, as well as lower net investment income.
Pre-tax adjusted income from operations increased 13%, primarily due to lower medical care ratios in U.S. Commercial and U.S. Government and increased specialty contributions in U.S. Commercial, partially offset by lower net investment income.
The medical care ratio decreased 230 bps, primarily due to lower medical costs, reflecting decreased direct COVID-19 testing, treatment and vaccine costs in U.S. Commercial and U.S. Government, as well as effective pricing execution, including affordability initiatives, partially offset by U.S. Government risk adjustment updates related to prior years.
The adjusted expense ratio increased 80 bps, primarily due to a higher expense ratio in U.S. Government reflecting increased investments to support future growth as well as the disposition of the Medicaid business, partially offset by revenue growth and expense efficiencies in U.S. Commercial and International Health.
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Medical Customers
A medical customer is defined as a person meeting any one of the following criteria:
•is covered under a medical insurance policy, managed care arrangement or service agreement issued by us;
•has access to our provider network for covered services under their medical plan; or
•has medical claims that are administered by us.
| Cigna Healthcare Medical Customers | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | ||||||||||||||||||||
| (In thousands) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||
| Insured | 4,756 | 4,757 | 4,538 | (1) | — | % | 219 | 5 | % | |||||||||||||
| U.S. Commercial | 2,238 | 2,166 | 2,141 | 72 | 3 | 25 | 1 | |||||||||||||||
| U.S. Government | 1,349 | 1,510 | 1,387 | (161) | (11) | 123 | 9 | |||||||||||||||
| International Health (1) | 1,169 | 1,081 | 1,010 | 88 | 8 | 71 | 7 | |||||||||||||||
| Services only | 13,248 | 12,324 | 12,112 | 924 | 7 | 212 | 2 | |||||||||||||||
| U.S. Commercial | 12,614 | 11,688 | 11,485 | 926 | 8 | 203 | 2 | |||||||||||||||
| U.S. Government | 5 | — | — | 5 | N/M | — | N/M | |||||||||||||||
| International Health (1) | 629 | 636 | 627 | (7) | (1) | 9 | 1 | |||||||||||||||
| Total | 18,004 | 17,081 | 16,650 | 923 | 5 | % | 431 | 3 | % |
(1) International Health excludes medical customers served by less than 100% owned subsidiaries.
Our medical customer base increased 5%, reflecting growth in our fee-based products from Middle Market and Select market segments as well as growth in International Health, partially offset by a decrease in U.S. Government customers, including the disposition of the Medicaid business.
See Part I, Item 1 of this Form 10-K for definitions of Cigna Healthcare's market segments.
Unpaid Claims and Claim Expenses
| As of December 31, | Change Increase (Decrease) | Change Increase (Decrease) | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | ||||||||||||||||||||||
| Unpaid claims and claim expenses – Cigna Healthcare | $ | 4,176 | $ | 4,261 | $ | 3,695 | $ | (85) | (2) | % | $ | 566 | 15 | % |
Our unpaid claims and claim expenses liability decreased 2%, primarily driven by lower Medicare Advantage volumes and the disposition of the Medicaid business, partially offset by higher U.S. Commercial volumes.
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Other Operations
Other Operations includes corporate owned life insurance ("COLI"), the International businesses sold to Chubb on July 1, 2022, our interest in a joint venture in Türkiye sold to our partner in December 2022, the Group Disability and Life business sold on December 31, 2020 and the Company's run-off 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 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | ||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | |||||||||||||||||||||||||||||
| Adjusted revenues | $ | 2,262 | $ | 3,989 | $ | 8,446 | $ | (1,727) | (43) | % | $ | (4,457) | (53) | % | ||||||||||||||||||||
| Pre-tax adjusted income from operations | $ | 500 | $ | 889 | $ | 966 | $ | (389) | (44) | % | $ | (77) | (8) | % | ||||||||||||||||||||
| Pre-tax adjusted margin | 22.1 | % | 22.3 | % | 11.4 | % | (20) | bps | 1,090 | bps |
2022 versus 2021
Adjusted revenues and pre-tax adjusted income from operations decreased 43% and 44%, respectively, primarily due to the absence of revenues and earnings from the businesses divested in the Chubb transaction.
Other Items Related to the Divested International Businesses
Other Operations' adjusted revenues associated with the divested International businesses were 77% and 86% for 2022 and 2021, respectively. Other Operation's pre-tax adjusted income from operations associated with the divested International businesses were 83% and 89% for 2022 and 2021, respectively.
Corporate
Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate debt less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, operating severance, certain overhead and enterprise-wide project costs and intersegment eliminations for products and services sold between segments.
| Financial Summary | |||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | Change Favorable (Unfavorable) | Change Favorable (Unfavorable) | |||||||||||||||||||||||||||||||
| (In millions) | 2022 | 2021 | 2020 | 2022 vs. 2021 | 2021 vs. 2020 | ||||||||||||||||||||||||||||
| Pre-tax adjusted loss from operations | $ | (1,466) | $ | (1,339) | $ | (1,552) | $ | (127) | (9) | % | $ | 213 | 14 | % |
2022 versus 2021
Pre-tax adjusted loss from operations increased 9%, reflecting an increase in operating expenses for enterprise-wide initiatives.
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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 15 to the Consolidated Financial Statements.
| (In millions) | December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|---|
| Debt securities | $ | 9,872 | $ | 16,958 | |||
| Equity securities | 622 | 603 | |||||
| Commercial mortgage loans | 1,614 | 1,566 | |||||
| Policy loans | 1,218 | 1,338 | |||||
| Other long-term investments | 3,728 | 3,574 | |||||
| Short-term investments | 139 | 428 | |||||
| Total | 24,467 | ||||||
| Investments classified as Assets of businesses held for sale(1) | (5,109) | ||||||
| Investments per Consolidated Balance Sheets | $ | 17,193 | $ | 19,358 |
(1) Investments related to the divested International businesses that were held for sale. See Note 4 to the Consolidated Financial Statements for additional information.
Investment Outlook
We continue to actively monitor economic conditions including the impact of inflation, higher interest rates and the potential for a recession in 2023 on the portfolio. 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 adverse 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) | December 31, 2022 | December 31, 2021 | |||||
|---|---|---|---|---|---|---|---|
| Federal government and agency | $ | 312 | $ | 387 | |||
| State and local government | 41 | 171 | |||||
| Foreign government | 365 | 2,616 | |||||
| Corporate | 8,806 | 13,266 | |||||
| Mortgage and other asset-backed | 348 | 518 | |||||
| Total | $ | 9,872 | $ | 16,958 |
Our debt securities portfolio decreased during the year ended December 31, 2022 primarily due to the completion of the Chubb transaction during the third quarter (see Note 4 to the Consolidated Financial Statements) and a decrease in valuations due to a significant rise in interest rates, causing our portfolio to change to a net unrealized depreciation position at December 31, 2022, from a net unrealized appreciation position at December 31, 2021. 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 December 31, 2022, $8.0 billion, or 81%, of the debt securities in our investment portfolio were investment grade (Baa and above, or equivalent) and the remaining $1.9 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 $4.1 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
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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. Elevated global inflation and rising interest rates experienced during 2022, as well as continuing supply chain disruptions are the primary risks that many of the issuers in our portfolio are facing. To date, most issuers have been successful in managing the cost escalation and product shortages without undue margin pressure. 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 December 31, 2022, 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 insignificant 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 December 31, 2022. 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 less than 65% 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 fiscal 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 2022 confirmed ongoing strong overall credit quality in line with the previous year's results.
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.
Other Long-term Investments
Other long-term investments of $3.7 billion as of December 31, 2022 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. The increase in other long-term investments of $0.2 billion since December 31, 2021 is primarily driven by net additional funding activity partially offset by the effects of completing the Chubb transaction during the third quarter of 2022 (see Note 4 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 190 separate partnerships and 90 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 3% 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. Our Net investment income during 2022 was strong, but decreased significantly year over year as 2021 reflected even stronger corporate earnings and higher public and private asset valuations as a result of the broad recovery coming out of the COVID-19 pandemic. 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 5% 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 and report our share of the net assets of $0.9 billion in Other assets. Our 50% share of the investment portfolio
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supporting the joint venture's liabilities is approximately $9.2 billion as of December 31, 2022. 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 participate in the approval of the joint venture's investment strategy and continuously review its execution. There were no investments with a material unrealized loss as of December 31, 2022.
MARKET RISK
Financial Instruments
Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Consistent with disclosure requirements, the following items have been excluded from this consideration of market risk for financial instruments:
•changes in the fair values of insurance-related assets and liabilities because their primary risks are insurance rather than market risk;
•changes in the fair values of investments recorded using the equity method of accounting and liabilities for pension and other postretirement and postemployment benefit plans (and related assets); and
•changes in the fair values of other significant assets and liabilities, such as goodwill, deferred policy acquisition costs, taxes and various accrued liabilities. Because they are not financial instruments, their primary risks are other than market risk.
Our primary market risk exposures changed significantly since December 31, 2021 as a result of completing the Chubb transaction during the third quarter 2022, as described in Note 4 to the Consolidated Financial Statements. Our exposure to foreign currency exchange rate risk from financial instruments is no longer significant. Excluding the items noted in the paragraph above, our primary market risk exposure from financial instruments is our interest-rate risk exposure to fixed-rate, medium-term instruments. Changes in market interest rates affect the value of instruments that promise a fixed return.
Our Management of Market Risks
We predominantly rely on three techniques to manage our exposure to market risk:
•Investment/liability matching. We generally select investment assets with characteristics (such as duration, yield, currency and liquidity) that correspond to the underlying characteristics of our related insurance and contractholder liabilities so that we can match the investments to our obligations. Shorter-term investments generally support shorter-term life and health liabilities. Medium-term, fixed-rate investments support interest-sensitive and health liabilities. Longer-term investments generally support products with longer payout periods such as annuities.
•Use of local currencies for foreign operations. We generally conduct our international business through foreign operating entities that maintain assets and liabilities in local currencies. This technique limits exchange rate risk to our net assets.
•Use of derivatives. We use derivative financial instruments to reduce our primary market risks. See Note 11 to the Consolidated Financial Statements for additional information about derivative financial instruments.
Effect of Market Fluctuations
We determine the sensitivity of our financial instruments, primarily debt securities and commercial mortgage loans, to our primary market risk exposure by estimating the present value of future cash flows using various models, primarily duration modeling. According to this analysis, assuming a 100 basis point increase in interest rates, the effect of hypothetical changes in market rates on the fair value of certain financial instruments, subject to the exclusions noted above (particularly insurance liabilities), would have been as follows:
| Market scenario for certain non-insurance financial instruments | |||||||
|---|---|---|---|---|---|---|---|
| Loss in Fair Value | |||||||
| (in billions) | December 31, 2022 | December 31, 2021 | |||||
| 100 basis point increase in interest rates (excluding the Company's long-term debt) | $ | 0.7 | $ | 1.4 |
In the event of a hypothetical 100 basis point increase in interest rates, the fair value of the Company's long-term debt would decrease approximately $1.8 billion at December 31, 2022 and $2.9 billion at December 31, 2021. Changes in the fair value of our long-term debt do not impact our financial position or operating results since long-term debt is not required to be recorded at fair value. See Note 7 to the Consolidated Financial Statements for additional information about the Company's debt.
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The decrease in the effect of this hypothetical change in interest rates is a result of decreases in the fair value of our debt securities and long-term debt since December 31, 2021, as well as disposals associated with completing the Chubb transaction during the third quarter of 2022, see Note 4 to the Consolidated Financial Statements for further details.