Cigna Group
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of The Cigna Group
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Cigna Group and its subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing on page FS-1 of this Form 10-K (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of Held for Sale and Associated Loss on Sale
As described in Notes 6 and 20 to the consolidated financial statements, the Company determined that the Medicare Advantage, Medicare Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits and CareAllies businesses met the criteria to be classified as held for sale and aggregated and classified the assets and liabilities as held for sale in the Consolidated Balance Sheet as of December 31, 2023. The Company measured the assets and liabilities held for sale at estimated fair value less costs to sell and recognized an estimated loss of $1.5 billion pre-tax that was included within (Loss) gain on sale of businesses in the Consolidated Statement of Income for the year ended December 31, 2023. The estimated loss on sale represents primarily asset write-downs and estimated costs to sell. The fair value of a reporting unit is generally estimated based on discounted cash flow analysis and market approach models using assumptions that management believes a hypothetical market participant would use to determine a current transaction price. Following a change in reporting units or held for sale determination, goodwill is allocated using relative fair value. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. Future cash flows are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.
The principal considerations for our determination that performing procedures relating to the assessment of held for sale classification and the associated loss on sale is a critical audit matter are (i) the significant judgment by management when determining the held for sale classification and developing the fair value estimate of the reporting unit, including goodwill allocated to businesses held for sale using relative fair value; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to (a) management's determination of the held for sale classification, and (b) management’s significant assumptions used to develop the fair value estimate of the reporting unit, including goodwill allocated to businesses held for sale using relative fair value related to the discount rate, forecasted revenues, benefit expenses, operating expenses and long-term growth rates (collectively referred to as the "significant assumptions"); and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to (i) management’s assessment of held for sale classification and (ii) management’s estimation of the loss on sale of businesses, including controls over the fair value estimation of the reporting unit, including goodwill allocated to businesses held for sale using relative fair value. These procedures also included, among others, (i) evaluating the reasonableness of management’s assessment of held for sale classification, which included reading the written agreement in place between the parties related to the sale; (ii) testing management’s process for estimating the loss on sale of businesses and developing the fair value estimate of the reporting unit, including goodwill allocated to businesses held for sale using relative fair value; (iii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach; and (v) evaluating the reasonableness of the significant assumptions used by management. Evaluating management’s significant assumptions involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the discount rate and long-term growth rates significant assumptions.
/s/PricewaterhouseCoopers LLP
Hartford, Connecticut
February 29, 2024
We have served as the Company's auditor since 1983.
| The Cigna GroupConsolidated Statements of Income | |||||
|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||
| (In millions, except per share amounts) | 2023 | 2022 (1) | 2021 (1) | ||
| Revenues | |||||
| Pharmacy revenues | $137,243 | $128,566 | $121,413 | ||
| Premiums | 44,237 | 39,916 | 41,154 | ||
| Fees and other revenues | 12,619 | 10,881 | 9,953 | ||
| Net investment income | 1,166 | 1,155 | 1,549 | ||
| TOTAL REVENUES | 195,265 | 180,518 | 174,069 | ||
| Benefits and expenses | |||||
| Pharmacy and other service costs | 133,801 | 124,834 | 117,553 | ||
| Medical costs and other benefit expenses | 36,287 | 32,184 | 33,565 | ||
| Selling, general and administrative expenses | 14,822 | 13,174 | 13,012 | ||
| Amortization of acquired intangible assets | 1,819 | 1,876 | 1,998 | ||
| TOTAL BENEFITS AND EXPENSES | 186,729 | 172,068 | 166,128 | ||
| Income from operations | 8,536 | 8,450 | 7,941 | ||
| Interest expense and other | (1,446) | (1,228) | (1,208) | ||
| Debt extinguishment costs | — | — | (141) | ||
| (Loss) gain on sale of businesses | (1,499) | 1,662 | — | ||
| Net realized investment (losses) gains | (78) | (487) | 198 | ||
| Income before income taxes | 5,513 | 8,397 | 6,790 | ||
| TOTAL INCOME TAXES | 141 | 1,615 | 1,370 | ||
| Net income | 5,372 | 6,782 | 5,420 | ||
| Less: Net income attributable to noncontrolling interests | 208 | 78 | 50 | ||
| SHAREHOLDERS' NET INCOME | $5,164 | $6,704 | $5,370 | ||
| Shareholders' net income per share | |||||
| Basic | $17.57 | $21.66 | $15.89 | ||
| Diluted | $17.39 | $21.41 | $15.75 | ||
(1)Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI") in 2023. See Note 2 to the Consolidated Financial Statements for further information.
| The Cigna GroupConsolidated Statements of Comprehensive Income | |||||
|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||
| (In millions) | 2023 | 2022 (1) | 2021 (1) | ||
| Net income | $5,372 | $6,782 | $5,420 | ||
| Other comprehensive income (loss), net of tax | |||||
| Net unrealized appreciation (depreciation) on securities and derivatives | 503 | (1,598) | (302) | ||
| Net long-duration insurance and contractholder liabilities measurement adjustments | (715) | 509 | 67 | ||
| Net translation gains (losses) on foreign currencies | 5 | 77 | (232) | ||
| Postretirement benefits liability adjustment | 1 | 420 | 410 | ||
| Other comprehensive loss, net of tax | (206) | (592) | (57) | ||
| Total comprehensive income | 5,166 | 6,190 | 5,363 | ||
| Comprehensive income (loss) attributable to noncontrolling interests | |||||
| Net income attributable to redeemable noncontrolling interests | 180 | 11 | 19 | ||
| Net income attributable to other noncontrolling interests | 28 | 67 | 31 | ||
| Other comprehensive loss attributable to redeemable noncontrolling interests | — | (2) | (14) | ||
| Total comprehensive income attributable to noncontrolling interests | 208 | 76 | 36 | ||
| SHAREHOLDERS' COMPREHENSIVE INCOME | $4,958 | $6,114 | $5,327 | ||
(1)Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023. See Note 2 to the Consolidated Financial Statements for further information.
| The Cigna GroupConsolidated Balance Sheets | |||
|---|---|---|---|
| As of December 31, | |||
| (In millions) | 2023 | 2022 (1) | |
| Assets | |||
| Cash and cash equivalents | $7,822 | $5,924 | |
| Investments | 925 | 905 | |
| Accounts receivable, net | 17,722 | 17,218 | |
| Inventories | 5,645 | 4,777 | |
| Other current assets | 2,169 | 1,298 | |
| Assets of businesses held for sale | 3,068 | — | |
| Total current assets | 37,351 | 30,122 | |
| Long-term investments | 17,985 | 16,288 | |
| Reinsurance recoverables | 4,835 | 5,416 | |
| Property and equipment | 3,695 | 3,774 | |
| Goodwill | 44,259 | 45,811 | |
| Other intangible assets | 30,863 | 32,492 | |
| Other assets | 3,421 | 2,704 | |
| Separate account assets | 7,430 | 7,278 | |
| Assets of businesses held for sale, non-current | 2,922 | — | |
| TOTAL ASSETS | $152,761 | $143,885 | |
| Liabilities | |||
| Current insurance and contractholder liabilities | $5,514 | $5,409 | |
| Pharmacy and other service costs payable | 19,815 | 17,070 | |
| Accounts payable | 8,553 | 7,775 | |
| Accrued expenses and other liabilities | 9,955 | 7,978 | |
| Short-term debt | 2,775 | 2,993 | |
| Liabilities of businesses held for sale | 2,104 | — | |
| Total current liabilities | 48,716 | 41,225 | |
| Non-current insurance and contractholder liabilities | 10,904 | 11,976 | |
| Deferred tax liabilities, net | 7,173 | 7,786 | |
| Other non-current liabilities | 3,441 | 2,766 | |
| Long-term debt | 28,155 | 28,100 | |
| Separate account liabilities | 7,430 | 7,278 | |
| Liabilities of businesses held for sale, non-current | 591 | — | |
| TOTAL LIABILITIES | 106,410 | 99,131 | |
| Redeemable noncontrolling interests | 107 | 66 | |
| Shareholders' equity | |||
| Common stock (2) | 4 | 4 | |
| Additional paid-in capital | 30,669 | 30,233 | |
| Accumulated other comprehensive loss | (1,864) | (1,658) | |
| Retained earnings | 41,652 | 37,940 | |
| Less: Treasury stock, at cost | (24,238) | (21,844) | |
| TOTAL SHAREHOLDERS' EQUITY | 46,223 | 44,675 | |
| Other noncontrolling interests | 21 | 13 | |
| Total equity | 46,244 | 44,688 | |
| Total liabilities and equity | $152,761 | $143,885 | |
(1)Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023. See Note 2 to the Consolidated Financial Statements for further information.
(2)Par value per share, $0.01; shares issued,400 million as of December 31, 2023 and 398 million as of December 31, 2022; authorized shares,600 million.
| The Cigna Group | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Changes in Total Equity | |||||||||||||||||||
| (In millions) · Common Stock · Additional Paid-in Capital · Accumulated Other Comprehensive (Loss) · Retained Earnings · Treasury Stock · Shareholders' Equity · Other Non- controlling Interests · Total Equity · Redeemable Noncontrolling Interests | |||||||||||||||||||
| Balance at December 31, 2020, as previously disclosed | $4 | $28,975 | $(861) | $28,575 | $(6,372) | $50,321 | $7 | $50,328 | $58 | ||||||||||
| Cumulative effect of adopting LDTI (ASU 2018-12) | (164) | 25 | (139) | (139) | |||||||||||||||
| Balance at December 31, 2020, as retrospectively restated | 4 | 28,975 | (1,025) | 28,600 | (6,372) | 50,182 | 7 | 50,189 | 58 | ||||||||||
| Effect of issuing stock for employee benefit plans | 604 | (93) | 511 | 511 | |||||||||||||||
| Other comprehensive loss | (43) | (43) | (43) | (14) | |||||||||||||||
| Net income | 5,370 | 5,370 | 31 | 5,401 | 19 | ||||||||||||||
| Common dividends declared (per share: $4.00) | (1,347) | (1,347) | (1,347) | ||||||||||||||||
| Repurchase of common stock | (7,710) | (7,710) | (7,710) | ||||||||||||||||
| Other transactions impacting noncontrolling interests | (5) | (5) | (20) | (25) | (9) | ||||||||||||||
| Balance at December 31, 2021, as retrospectively restated | $4 | $29,574 | $(1,068) | $32,623 | $(14,175) | $46,958 | $18 | $46,976 | $54 | ||||||||||
| Effect of issuing stock for employee benefit plans | 659 | (76) | 583 | 583 | |||||||||||||||
| Other comprehensive loss | (590) | (590) | (590) | (2) | |||||||||||||||
| Net income | 6,704 | 6,704 | 67 | 6,771 | 11 | ||||||||||||||
| Common dividends declared (per share: $4.48) | (1,387) | (1,387) | (1,387) | ||||||||||||||||
| Repurchase of common stock | (7,593) | (7,593) | (7,593) | ||||||||||||||||
| Other transactions impacting noncontrolling interests | — | — | (72) | (72) | 3 | ||||||||||||||
| Balance at December 31, 2022, as retrospectively restated | $4 | $30,233 | $(1,658) | $37,940 | $(21,844) | $44,675 | $13 | $44,688 | $66 | ||||||||||
| Effect of issuing stock for employee benefit plans | 477 | (112) | 365 | 365 | |||||||||||||||
| Other comprehensive loss | (206) | (206) | (206) | — | |||||||||||||||
| Net income | 5,164 | 5,164 | 28 | 5,192 | 180 | ||||||||||||||
| Common dividends declared (per share: $4.92) | (1,452) | (1,452) | (1,452) | ||||||||||||||||
| Repurchase of common stock | — | (2,282) | (2,282) | (2,282) | |||||||||||||||
| Other transactions impacting noncontrolling interests | (41) | (41) | (20) | (61) | (139) | ||||||||||||||
| Balance at December 31, 2023 | $4 | $30,669 | $(1,864) | $41,652 | $(24,238) | $46,223 | $21 | $46,244 | $107 | ||||||||||
The Cigna Group
Consolidated Statements of Cash Flows
| For the Years Ended December 31, | |||||
|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 (1) | 2021(1) | ||
| Cash Flows from Operating Activities | |||||
| Net income | $5,372 | $6,782 | $5,420 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation and amortization | 3,035 | 2,937 | 2,923 | ||
| Realized investment losses (gains), net | 78 | 487 | (198) | ||
| Deferred income tax benefit | (1,659) | (472) | (216) | ||
| Loss (gain) on sale of businesses | 1,499 | (1,662) | — | ||
| Debt extinguishment costs | — | — | 141 | ||
| Net changes in assets and liabilities, net of non-operating effects: | |||||
| Accounts receivable, net | (1,663) | (2,237) | (2,843) | ||
| Inventories | (868) | (1,055) | (557) | ||
| Reinsurance recoverable and Other assets | (539) | 393 | (655) | ||
| Insurance liabilities | 584 | (336) | 805 | ||
| Pharmacy and other service costs payable | 2,030 | 1,760 | 1,961 | ||
| Accounts payable and Accrued expenses and other liabilities | 3,481 | 1,734 | 77 | ||
| Other, net | 463 | 325 | 333 | ||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 11,813 | 8,656 | 7,191 | ||
| Cash Flows from Investing Activities | |||||
| Proceeds from investments sold: | |||||
| Debt securities and equity securities | 1,078 | 1,744 | 2,030 | ||
| Investment maturities and repayments: | |||||
| Debt securities and equity securities | 972 | 1,327 | 1,628 | ||
| Commercial mortgage loans | 186 | 98 | 180 | ||
| Other sales, maturities and repayments (primarily short-term and other long-term investments) | 586 | 1,039 | 1,936 | ||
| Investments purchased or originated: | |||||
| Debt securities and equity securities | (4,334) | (2,756) | (3,553) | ||
| Commercial mortgage loans | (118) | (161) | (327) | ||
| Other (primarily short-term and other long-term investments) | (1,205) | (1,563) | (2,554) | ||
| Property and equipment purchases, net | (1,573) | (1,295) | (1,154) | ||
| Acquisitions, net of cash acquired | (447) | — | (1,833) | ||
| Divestitures, net of cash sold | 13 | 4,835 | (61) | ||
| Other, net | (332) | (170) | 97 | ||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (5,174) | 3,098 | (3,611) | ||
| Cash Flows from Financing Activities | |||||
| Deposits and interest credited to contractholder deposit funds | 167 | 164 | 153 | ||
| Withdrawals and benefit payments from contractholder deposit funds | (223) | (220) | (168) | ||
| Net change in short-term debt | 1,198 | (2,059) | 975 | ||
| Payments for debt extinguishment | — | — | (136) | ||
| Repayment of long-term debt | (2,967) | (500) | (4,578) | ||
| Net proceeds on issuance of long-term debt | 1,491 | — | 4,260 | ||
| Repurchase of common stock | (2,284) | (7,607) | (7,742) | ||
| Issuance of common stock | 187 | 389 | 326 | ||
| Common stock dividend paid | (1,450) | (1,384) | (1,341) | ||
| Other, net | (413) | (23) | 39 | ||
| NET CASH USED IN FINANCING ACTIVITIES | (4,294) | (11,240) | (8,212) | ||
| Effect of foreign currency rate changes on cash, cash equivalents and restricted cash | 16 | (86) | (65) | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 2,361 | 428 | (4,697) | ||
| Cash, cash equivalents and restricted cash January 1, | 5,976 | 5,548 | 10,245 | ||
| Cash, cash equivalents and restricted cash, December 31, (2) | 8,337 | 5,976 | 5,548 | ||
| Cash and cash equivalents reclassified to assets of businesses held for sale | (467) | — | (425) | ||
| Cash, cash equivalents and restricted cash December 31, per Consolidated Balance Sheets (2) | $7,870 | $5,976 | $5,123 | ||
| Supplemental Disclosure of Cash Information: | |||||
| Income taxes paid, net of refunds | $1,471 | $1,850 | $2,240 | ||
| Interest paid | $1,330 | $1,229 | $1,253 | ||
(1)Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023. See Note 2 to the Consolidated Financial Statements for further information.
(2)Restricted cash and cash equivalents were reported in other long-term investments.
THE CIGNA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Note Number | Footnote | Page |
|---|---|---|
| BUSINESS AND CAPITAL STRUCTURE | ||
| 1 | Description of Business | 81 |
| 2 | Summary of Significant Accounting Policies | 81 |
| 3 | Accounts Receivable, Net | 87 |
| 4 | Supplier Finance Program | 88 |
| 5 | Mergers, Acquisitions and Divestitures | 88 |
| 6 | Assets and Liabilities of Businesses Held for Sale | 89 |
| 7 | Earnings Per Share | 90 |
| 8 | Debt | 91 |
| 9 | Common and Preferred Stock | 93 |
| INSURANCE INFORMATION | ||
| 10 | Insurance and Contractholder Liabilities | 95 |
| 11 | Reinsurance | 101 |
| INVESTMENTS | ||
| 12 | Investments | 104 |
| 13 | Fair Value Measurements | 109 |
| 14 | Variable Interest Entities | 114 |
| 15 | Collectively Significant Operating Unconsolidated Subsidiaries | 115 |
| 16 | Accumulated Other Comprehensive Income (Loss) | 115 |
| WORKFORCE MANAGEMENT AND COMPENSATION | ||
| 17 | Organizational Efficiency Plan | 117 |
| 18 | Pension | 117 |
| 19 | Employee Incentive Plans | 120 |
| PROPERTY, LEASES AND OTHER ASSET BALANCES | ||
| 20 | Goodwill, Other Intangibles and Property and Equipment | 123 |
| 21 | Leases | 126 |
| COMPLIANCE, REGULATION AND CONTINGENCIES | ||
| 22 | Shareholders' Equity and Dividend Restrictions | 127 |
| 23 | Income Taxes | 128 |
| 24 | Contingencies and Other Matters | 131 |
| RESULTS DETAILS | ||
| 25 | Segment Information | 132 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.