Cigna Fourth Quarter 2015 Form 10 K
Cigna Fourth Quarter 2015 Form 10 K
Cigna Fourth Quarter 2015 Form 10 K
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-8323
29OCT201118203261
CIGNA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
06-1059331
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
900 Cottage Grove Road, Bloomfield, Connecticut
06002
(Address of principal executive offices)
(Zip Code)
(860) 226-6000
Registrants telephone number, including area code
(860) 226-6741
Registrants facsimile number, including area code
YES
NO
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2015 was approximately $41.6 billion.
As of January 31, 2016, 255,766,310 shares of the registrants Common Stock were outstanding.
Part III of this Form 10-K incorporates by reference information from the registrants definitive proxy statement related to the 2016 annual
meeting of shareholders.
Table of Contents
Page
CAUTIONARY STATEMENT
PART I
Item 1.
1
Business
Overview ......................................................................................................................1
Global Health Care ..........................................................................................................3
Global Supplemental Benefits .............................................................................................9
Group Disability and Life ................................................................................................ 11
Other Operations .......................................................................................................... 13
Investments and Investment Income ................................................................................... 13
Regulation................................................................................................................... 14
Miscellaneous ............................................................................................................... 18
PART II
Item 5.
Item
Item
Item
Item
Item
Item
Item
6.
7.
7A.
8.
9.
9A.
9B.
31
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities .................................................................................................................... 31
Selected Financial Data .............................................................................................................. 33
Managements Discussion and Analysis of Financial Condition and Results of Operations.............. 34
Quantitative and Qualitative Disclosures about Market Risk...................................................... 57
Financial Statements and Supplementary Data ........................................................................... 58
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........... 116
Controls and Procedures .......................................................................................................... 116
Other Information ................................................................................................................... 116
Page
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
117
Directors, Executive Officers and Corporate Governance....................................................... 117
A.
Directors of the Registrant ..............................................................................................117
B.
Executive Officers of the Registrant ...................................................................................117
C.
Code of Ethics and Other Corporate Governance Disclosures ....................................................117
D.
Section 16(a) Beneficial Ownership Reporting Compliance ......................................................117
Executive Compensation...................................................................................................... 117
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters ............................................................................................................ 118
Certain Relationships, Related Transactions and Director Independence................................. 118
Principal Accountant Fees and Services ................................................................................ 118
119
PART I
ITEM 1. Business
PART I
ITEM 1. Business
Overview
Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as Cigna, the Company, we, our or us) is
a global health services organization dedicated to a mission of helping individuals improve their health, well-being and sense of security. To
execute on our mission, Cignas strategy is to Go Deep, Go Global and Go Individual with a differentiated set of medical, dental, disability,
life and accident insurance and related products and services offered by our subsidiaries.
Our Mission
To improve the health, well-being and sense of security of the people we serve
Our Strategy
Go Deep within existing geographies and products, Go Global to offer solutions in
adjacent and new markets and Go Individual to serve the holistic needs of an individual
Affordability
Strategic
imperatives
Personalization
Enablers
Insights
Brand
Localization
Talent
18FEB201619422827
In an increasingly retail-oriented marketplace, we focus on delivering
affordable and personalized products and services to customers
through employer-based, government-sponsored and individual
coverage arrangements. We increasingly collaborate with health care
providers to transition from volume-based fee for service
arrangements toward a more value-based system designed to increase
quality of care, lower costs and improve health outcomes. We operate
a customer-centric organization enabled by keen insights regarding
customer needs, localized decision-making and talented
professionals committed to bringing our Together All the Way
brand promise to life.
As of December 31, 2015, our consolidated shareholders equity was
$12.0 billion, assets were $57.1 billion and we reported revenues of
$37.9 billion for 2015. Our revenues are derived principally from
premiums on insured products, fees from self-insured products and
services, mail-order pharmacy sales and investment income.
PART I
ITEM 1. Business
Global Supplemental Benefits offers supplemental health, life and accident insurance products in selected international markets and in the U.S.
Group Disability and Life provides group long-term and short-term disability, group life, accident and specialty insurance products and related
services.
On a consolidated basis, total 2015 operating revenues were $37.8 billion and total 2015 adjusted income from operations was $2.3 billion. For
the Global Health Care, Global Supplemental Benefits, and Group Disability and Life segments, 2015 operating revenues were $37.3 billion and
2015 adjusted income from operations was $2.4 billion. See page 34 for the definition of these metrics.
2015 Operating Revenue by Segment*
11%
13%
9%
11%
76%
80%
23FEB201614225067
financial flexibility; and (3) pursuing additional opportunities in high
growth markets with particular focus on individuals. Specifically:
Over the past several years, to achieve the goals of better health,
affordability and improved experience for customers, we have
continued expanding our participation in collaborative care and
other delivery arrangements with health care professionals across the
care delivery spectrum, including large and small physician groups,
specialist groups and hospitals.
We entered into a 10-year pharmacy benefit management services
agreement with Catamaran Corporation (now known as Optum).
Under this agreement, we utilize Optums technology and service
platforms, retail network contracting and claims processing services.
We effectively exited our Run-off guaranteed minimum death
benefit (GMDB also known as VADBe) and guaranteed
minimum income benefit (GMIB) reinsurance business by
entering into an agreement with Berkshire Hathaway Life Insurance
Company of Nebraska (Berkshire) to reinsure 100% of our
remaining future exposures for this business up to a specified limit.
PART I
ITEM 1. Business
Other Information
The financial information included in this Annual Report on
Form 10-K for the fiscal year ended December 31, 2015
(Form 10-K) is in conformity with accounting principles generally
accepted in the United States of America (GAAP) unless otherwise
indicated. Industry rankings and percentages set forth herein are for
the year ended December 31, 2015 unless otherwise indicated. In
addition, statements set forth in this document concerning our rank
or position in an industry or particular line of business have been
developed internally based on publicly available information unless
otherwise noted.
filings, and any amendments to these filings, are made available free of
charge on our website (http://www.cigna.com, under the Investors
Quarterly Reports and SEC Filings captions) as soon as reasonably
practicable after we electronically file these materials with, or furnish
them to, the Securities and Exchange Commission (the SEC). We
use our website as a channel of distribution for material company
information. Important information, including news releases, analyst
presentations and financial information regarding Cigna is routinely
posted on and accessible at www.cigna.com. See Code of Ethics and
Other Corporate Governance Disclosures in Part III, Item 10
beginning on page 117 of this Form 10-K for additional available
information.
Medical
Stop Loss
Dental
Vision
Pharmacy
Behavioral
Health Advocacy and
Coaching
Physician Engagement
Collaborative Accountable Care
Organizations
Independent Practice Associations
Delivery System Alliances
Funding Types
Medicare Advantage
Medicare Part D
Medicaid
Administrative Services
Only (ASO)
Guaranteed Cost
Experience Rated
Customer Segments
National
Middle Market
Select
Individual
Government
International
Distribution Channels
PART I
ITEM 1. Business
PPO Plans. Our PPO product line features a network with broader
provider access than the Managed Care Plans. The preferred
provider product line may be at a higher medical cost than our
Managed Care Plans.
Choice Fund Suite of Consumer-Driven Products. Our medical
plans are often integrated with the Cigna Choice Fund suite of
products: Health Reimbursement Accounts (HRA), Health
Savings Accounts (HSA) and Flexible Spending Accounts
(FSA). These Choice Fund products are designed to encourage
customers to play an active role in understanding and managing
their health and associated expenses. Customers can use these
tax-advantaged accounts to finance eligible health care expenses and
other approved services. In most cases, these products are combined
with a high deductible medical plan. We continue to experience
strong growth in these products and they represent a rapidly
growing percentage of our overall medical customer base.
Approximately 90% of our commercial medical customers are enrolled in medical plans with funding arrangements that allow the corporate client
to directly benefit from lower medical costs. The funding arrangements available for our commercial medical and dental health plans are as
follows:
Funding Arrangement
% of Commercial
Medical Customers
Description
Administrative Services
Only (ASO)
83%
ASO plan sponsors are responsible for self-funding all claims, but may purchase stop loss
insurance to limit exposure for claims that exceed a predetermined amount.
We collect fees from plan sponsors for providing access to our participating provider network
and for other services and programs including: claims administration; behavioral health; disease
management; utilization management; cost containment; dental; and pharmacy benefit
management.
In some cases, we provide performance guarantees associated with meeting certain service
standards, clinical outcomes or financial metrics.
Insured Experience
Rated (Shared
Returns)
6%
Premium charged during a policy period (initial premium) may be adjusted following the
policy period for actual claim, and in some cases, administrative cost experience of the
policyholder:
When claims and expenses are less than the initial premium charged (an experience
surplus), the policyholder may be credited for a portion of this premium.
However, if claims and expenses exceed the initial premium (an experience deficit), we bear
these costs. In certain cases, experience deficits may be recovered through experience surpluses
in a future year if the policyholder renews.
Insured Guaranteed
Cost
11%
We establish the cost to the policyholder at the beginning of a policy period and generally
cannot subsequently adjust premiums to reflect actual claim experience until the next annual
renewal.
Employers and other groups with guaranteed cost policies are generally smaller than those with
experience-rated group policies. Accordingly, our claim and expense assumptions may be based
in whole or in part on prior experience of the policyholder or on a pool of similar
policyholders.
HMO and individual plans (medical and dental) are offered on a guaranteed cost basis only.
Individual and small employer (employers with 50 or fewer employees) plans are required to
be community-rated under federal law.
We offer stop loss insurance coverage for ASO plans that provides
reimbursement for claims in excess of a predetermined amount for
individuals (specific), the entire group (aggregate), or both. In
addition, our experience-rated group medical insurance policies
include premium funding options similar to administrative services
combined with stop loss coverage.
4 CIGNA CORPORATION - 2015 Form 10-K
PART I
ITEM 1. Business
Medicare Part D
Our Medicare Part D prescription drug program provides a number of
plan options, as well as service and information support to Medicare
and Medicaid eligible customers. Our plans are available in all 50
states and the District of Columbia and offer the savings of Medicare
combined with the flexibility to provide enhanced benefits and a drug
list tailored to individuals specific needs. Retirees benefit from broad
network access and value-added services intended to help keep them
well and save them money.
Medicaid
We offer Medicaid coverage to low income individuals in selected
markets in Texas and Illinois. Our Medicaid customers benefit from
Medical Specialty
Cost-Containment Service. We administer cost-containment
programs on behalf of our clients and customers for health care
services and supplies that are covered under health benefit plans.
These programs may involve vendors who perform activities
designed to control health costs by reducing out-of-network
utilization and costs, including educating customers regarding the
availability of lower cost, in-network services, negotiating discounts,
reviewing provider bills, and recovering overpayments from other
payers or health care providers. We charge fees for providing or
arranging for these services.
Health Advocacy. We offer a wide array of medical management,
disease management, and other health advocacy services to
employers and other plan sponsors to help individuals improve their
health, well-being and sense of security. These services are offered to
customers covered under plans that we administer, as well as plans
insured or administered by competing insurers or third-party
administrators. Our health advocacy programs and services include
early intervention in the treatment of chronic conditions. We also
offer online tools and software to help customers manage their
health and an array of health coaching programs designed to address
lifestyle management issues such as stress, weight, and tobacco
cessation.
Behavioral Health
We arrange for behavioral health care services for customers through
our network of approximately 96,000 participating behavioral health
care professionals and 12,500 facilities and clinics. We offer behavioral
health care case management services, employee assistance programs
(EAP), and work/life programs to employers, government entities
and other groups sponsoring health benefit plans. We focus on
integrating our programs and services with medical, pharmacy and
disability programs to facilitate customized, holistic care.
CIGNA CORPORATION - 2015 Form 10-K 5
PART I
ITEM 1. Business
Pharmacy Management
We offer prescription drug plans to our commercial and government
(Medicare/Medicaid) customers both in conjunction with our
medical products and on a stand-alone basis. With a network of over
70,000 pharmacies, Cigna Pharmacy Management is a comprehensive
pharmacy benefits manager (PBM) offering clinical programs and
specialty pharmacy solutions. We also offer high quality, efficient, and
cost-effective mail order, telephone and on-line pharmaceutical
fulfillment services through our home delivery operation.
Our medical and pharmacy coverage can meet the needs of customers
with complex medical conditions requiring specialty pharmaceuticals.
These types of medications are covered under both pharmacy and
medical benefits and can be expensive, often requiring associated lab
work and administration by a health care professional. Therefore,
coordination is critical in improving affordability and outcomes.
Clients with Cigna-administered medical and pharmacy coverage
benefit from continuity of care, integrated reporting, and meaningful
unit cost discounts on all specialty drugs.
Dental
We offer a variety of insured and self-insured dental care products
including dental health maintenance organization plans (Dental
HMO) in 37 states, dental preferred provider organization (Dental
PPO) plans in 49 states and the District of Columbia, exclusive
dental provider organization plans, traditional dental indemnity plans
and a dental discount program. Employers and other groups can
purchase our products as stand-alone products or integrated with
medical products. Additionally, individual customers can purchase
Dental PPO plans in conjunction with individual medical policies.
As of December 31, 2015, our dental customers totaled
approximately 13 million, of which most are in self-insured plans.
Our customers access care from one of the largest Dental PPO
networks and Dental HMO networks in the U.S., with approximately
140,000 Dental PPO and 20,300 Dental HMO health care
professionals.
Vision
Cigna Vision offers flexible, cost-effective PPO coverage that includes
a range of both in and out-of-network benefits for routine vision
services offered in conjunction with our medical and dental product
offerings. Our national vision care network, consisting of
approximately 76,000 health care providers in over 26,100 locations,
includes private practice ophthalmologist and optometrist offices, as
well as retail eye care centers.
Technology
Technology continues to play a significant role in the execution of our
Go Deep, Go Global, Go Individual strategy. Our information
technology (IT) investments and priorities are focused on building a
retail-centric IT infrastructure and developing innovative business
capabilities that support affordable health solutions and create a
personalized customer experience. We continue to leverage
technology, information and analytics globally to engage our
customers in more meaningful, relevant and customized ways, guided
by their needs and tailored to their preferences. Our investments in
digital, mobile, gamification, social media and big data enable us to
create solutions that improve health and wellness. With increased
engagement across the health care ecosystem, we believe that
technology can significantly upgrade the customer experience and
improve care delivery through collaboration with delivery systems,
enabling the transition from a volume-based fee-for-service system to
a value-based health care marketplace. While focusing on innovation,
we will remain committed to delivering strong foundational IT
capabilities that optimize our core infrastructure; build appropriate
business continuity and disaster recovery capabilities; and develop
layered information protection and strengthened cybersecurity
solutions.
PART I
ITEM 1. Business
External Validation
PART I
ITEM 1. Business
Select
Individual
Government
International
Multi-state employers with 5,000 or more U.S.-based, full-time employees. We offer primarily ASO funding
solutions in this market segment.
Employers generally with 250 to 4,999 U.S.-based, full-time employees. This segment also includes single-site
employers with more than 5,000 employees and Taft-Hartley plans and other groups. We offer ASO, experiencerated and guaranteed cost insured funding solutions in this market segment.
Employers generally with 51-249 eligible employees. We offer ASO (often with stop-loss insurance coverage) and
guaranteed cost insured funding solutions in this market segment.
Individuals in twelve states: Arizona, California, Colorado, Connecticut, Florida, Georgia, North Carolina,
Maryland, Missouri, South Carolina, Tennessee and Texas. In 2015, we offered coverage on eight public health
insurance exchanges (Arizona, Colorado, Florida, Georgia, Maryland, Missouri, Tennessee and Texas). In 2016, we
will not be on the public exchange in Florida. Consistent with the regulations for Individual PPACA compliant
plans, we offer plans only on a guaranteed cost basis in this market segment.
Individuals who are post-65 retirees, as well as employer group sponsored pre- and post-65 retirees. We offer
Medicare Advantage, Prescription Drug programs, and Medicaid products in this market segment including
dual-eligible members who receive both Medicare and Medicaid benefits.
Local and multinational companies and organizations and their local and globally-mobile employees and
dependents. We offer guaranteed cost, experience-rated insured and ASO funding solutions in this market segment.
25%
53%
8%
1%
4%
9%
PART I
ITEM 1. Business
Hospitalization
Dental
Medicare Supplement
Critical Illness
Personal Accident
Term or Variable Universal Life
Distribution Channels
Telemarketing
Home Shopping & Direct
Response Television
Independent agents
Bancassurance
Internet
product and health solutions is attractive. Over the past several years,
we have continued to extend our product offerings and geographic
reach. For example, in 2014, we began offering products in India
through our joint venture with TTK Group.
PART I
ITEM 1. Business
Competition
We expect that the competitive environment for global supplemental
benefits will continue to intensify as U.S., Europe and other
regionally-based insurance and financial services providers more
aggressively pursue expansion opportunities across geographies,
especially in Asia. We believe competitive factors will include
branding, product and distribution innovation and differentiation,
efficient management of marketing processes and costs, commission
levels paid to distribution partners, the quality of claims, local
network coverage, customer services and talent acquisition and
retention. Additionally, in most overseas markets, perception of
financial strength also will likely continue to be an important
competitive factor.
Our competitors are primarily locally-based insurance companies,
including insurance subsidiaries of banks primarily in Asia and
Europe and multi-national companies. Insurance company
competitors in this segment primarily focus on traditional product
distribution through captive agents, with direct marketing being
secondary channels. We estimate that we have less than 3% market
share of the total insurance premiums in any given market in which
we operate.
In the Medicare supplement business, the principal competitive
factors are underwriting and pricing, relative operating efficiency,
broker relations, and the quality of claims and customer service. Our
primary competitors in this business include U.S.-based health
insurance companies.
PART I
ITEM 1. Business
Industry Developments
Short-term disability
Long-term disability
Leave administration
Basic-term life
Voluntary term life
Distribution Channels
Our Group Disability and Life business markets its products and services in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin
Islands and Canada.
PART I
ITEM 1. Business
the expected benefit payments that occur over many future years
(primarily for disability benefits). With significant investments in
longer-duration securities, net investment income is a critical element
of profitability for this segment.
The effectiveness of return to work programs and morbidity levels will
impact the profitability of disability insurance products. Our previous
claim experience and industry data indicate a correlation between
disability claim incidence levels and economic conditions, with
submitted claims rising under adverse economic conditions, although
this impact is not clear. For life insurance products, the degree to
which future experience deviates from mortality and expense
assumptions also affects profitability.
To reduce our exposure to large individual and catastrophic losses
under group life, disability and accidental death policies, as well as our
newer accidental injury and critical illness policies, we purchase
reinsurance from a diverse group of unaffiliated reinsurers. Our
comprehensive reinsurance program consists of quota share and excess
of loss treaties and catastrophe coverage designed to mitigate earnings
volatility and provide surplus protection.
Competition
The principal competitive factors that affect the Group Disability and
Life segment are underwriting and pricing, the quality and
effectiveness of claims management, relative operating efficiency,
investment and risk management, distribution methodologies and
producer relations, the breadth and variety of products and services
offered, and the quality of customer service. For certain products with
longer-term liabilities, such as group long-term disability insurance,
the financial strength of the insurer, as indicated by ratings issued by
nationally recognized rating agencies, also is a competitive factor.
The principal competitors of our group disability, life and accident
businesses are other large and regional insurance companies that
market and distribute these or similar types of products. As of
December 31, 2015, we are one of the top five providers of group
disability, life and accident insurance in the United States, based on
premiums.
Industry Developments
Employers are expressing a growing interest in employee wellness,
absence management and productivity and likewise are recognizing a
strong link between employee health, productivity and their
profitability. As this interest grows, we believe our healthy lifestyle and
return-to-work programs and integrated family medical leave,
disability and health care programs position us to deliver integrated
PART I
ITEM 1. Business
Other Operations
Other Operations includes the following four businesses:
Run-off Reinsurance
Our reinsurance operations are an inactive business in run-off mode.
In February 2013, we effectively exited the GMDB and GMIB
business by reinsuring 100% of our future exposures, net of
retrocessional arrangements in place at that time, up to a specified
limit. For additional information regarding this reinsurance
transaction, see Note 7 to the Consolidated Financial Statements.
PART I
ITEM 1. Business
Separate Accounts
Our subsidiaries or external advisors manage Separate Account assets
on behalf of contractholders. These assets are legally segregated from
our other businesses and are not included in General Account
Invested Assets. Income, gains and losses generally accrue directly to
the contractholders. As of December 31, 2015, our Separate Account
assets consisted of:
$3.6 billion in separate account assets that constitute a portion of
the assets of the Cigna Pension Plan;
$3.3 billion in separate account assets that support Variable
Universal Life products sold as a part of our corporate-owned life
insurance business, as well as through our Global Supplemental
Benefits segment; and
$900 million in separate account assets that support primarily
health care and other disability and life products.
Regulation
The laws and regulations governing our business continue to increase
each year and are subject to frequent change. We are regulated by
state, federal and international regulatory agencies that generally have
discretion to issue regulations and interpret and enforce laws and
rules. These regulations can vary significantly from jurisdiction to
jurisdiction, and the interpretation of existing laws and rules also may
change periodically. Domestic and international governments
continue to enact and consider various legislative and regulatory
proposals that could materially impact the health care system.
Our insurance and HMO subsidiaries must be licensed by the
jurisdictions in which they conduct business. These subsidiaries are
subject to numerous state, federal and international regulations
related to their business operations, including, but not limited to:
the form and content of customer contracts including benefit
mandates (including special requirements for small groups);
premium rates and medical loss ratios;
the content of agreements with participating providers of covered
services;
producer appointment and compensation;
claims processing, payment and appeals;
underwriting practices;
reinsurance arrangements;
solvency and financial reporting;
unfair trade and claim practices;
market conduct;
protecting the privacy and confidentiality of the information
received from customers;
risk sharing arrangements with providers;
reimbursement or payment levels for Medicare services;
advertising; and
14 CIGNA CORPORATION - 2015 Form 10-K
PART I
ITEM 1. Business
PART I
ITEM 1. Business
Licensing Requirements
Certain of our subsidiaries are pharmacies that dispense prescription
drugs to participants of benefit plans administered or insured by our
HMO and insurance company subsidiaries. These pharmacysubsidiaries are subject to state licensing requirements and regulation
as well as U.S. Drug Enforcement Agency registration requirements.
Other laws and regulations affecting our pharmacy-subsidiaries
include federal and state laws concerning labeling, packaging,
advertising and adulteration of prescription drugs and dispensing of
controlled substances.
Certain subsidiaries contract to provide claim administration,
utilization management and other related services for the
administration of self-insured benefit plans. These subsidiaries may be
subject to state third-party administration and other licensing
requirements and regulation.
Our international subsidiaries are often required to be licensed when
entering new markets or starting new operations in certain
jurisdictions. The licensure requirements for these subsidiaries vary by
country and are subject to change.
PART I
ITEM 1. Business
Medicare Regulations
Several of our subsidiaries engage in businesses that are subject to
federal Medicare regulations, such as:
those offering individual and group Medicare Advantage (HMO)
coverage;
those offering Medicare Pharmacy (Part D) products that are subject
to federal Medicare regulations; and
billing of Medicare Part B claims on behalf of providers with whom
we have contractual management agreements.
In our Medicare Advantage business, we contract with CMS to
provide services to Medicare beneficiaries pursuant to the Medicare
program. As a result, our right to obtain payment (and the
determination of the amount of such payments), enroll and retain
members and expand into new service areas is subject to compliance
with CMS numerous and complex regulations and requirements that
are frequently modified and subject to administrative discretion.
Marketing and sales activities (including those of third-party brokers
and agents) are also heavily regulated by CMS and other
governmental agencies, including applicable state departments of
insurance. We will continue to allocate significant resources to our
compliance, ethics and fraud and waste and abuse programs to
comply with the laws and regulations governing Medicare Advantage
and prescription drug plan programs.
Several of our subsidiaries are also subject to reporting requirements
pursuant to Section 111 of the Medicare, Medicaid and SCHIP
Extension Act of 2007.
PART I
ITEM 1. Business
Antitrust Regulations
Federal and state antitrust regulators, such as the Department of
Justice and state attorneys general, are reviewing the proposed merger
with Anthem. In addition, our subsidiaries also engage in activities
that may be scrutinized under federal and state antitrust laws and
regulations. These activities include the administration of strategic
alliances with competitors, information sharing with competitors and
provider contracting.
International Regulations
Our operations outside the United States expose us to laws of multiple
jurisdictions and the rules and regulations of various governing bodies
and regulators, including those related to financial and other
disclosures, corporate governance, privacy, data protection, data
mining, data transfer, intellectual property, labor and employment,
consumer protection, direct-to-consumer communications activities,
anti-corruption and anti-money laundering. Foreign laws and rules
may include requirements that are different from or more stringent
than similar requirements in the United States.
Our operations in countries outside the United States:
are subject to local regulations of the jurisdictions in which our
subsidiaries conduct business,
in some cases, are subject to regulations in the locations of
customers, and
in all cases, are subject to the FCPA.
The FCPA prohibits offering, promising, providing or authorizing
others to give anything of value to a foreign government official or
employee to obtain or retain business or otherwise secure a business
advantage. In many countries outside of the United States, health care
professionals are employed by the government. Violations of the
FCPA and other anti-corruption laws may result in severe criminal
and civil sanctions as well as other penalties, and the SEC and
Department of Justice have increased their enforcement activities with
respect to FCPA. The UK Bribery Act of 2010 applies to all
companies with a nexus to the United Kingdom. Under this act, any
voluntary disclosures of FCPA violations may be shared with United
Kingdom authorities, thus potentially exposing companies to liability
and potential penalties in multiple jurisdictions.
If our employees or agents fail to comply with applicable laws
governing our international operations, we may face investigations,
prosecutions and other legal proceedings and actions that could result
in civil penalties, administrative remedies and criminal sanctions. See
the Risk Factors section beginning on page 19 for a discussion of risks
related to our global operations.
Miscellaneous
Premiums and fees from CMS represented 21% of our total
consolidated revenues for the year ended December 31, 2015 under a
number of contracts. We are not dependent on business from one or a
few customers. Other than CMS, no one customer accounted for
10% or more of our consolidated revenues in 2015. We are not
dependent on business from one or a few brokers or agents. In
addition, our insurance businesses are generally not committed to
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
bids submitted mid-year in the year before the contract year. Although
we base the premiums we charge and our Medicare bids on our
estimate of future health care costs over the contract period, actual
costs may exceed what we estimate and charge in premiums due to
factors such as medical cost inflation, higher than expected utilization
of medical services, new or costly drugs, treatments and technology,
and membership mix. Our health care costs also are affected by
external events that we cannot forecast or project and over which we
have little or no control, such as influenza-related health care costs,
epidemics, pandemics, terrorist attacks or other man-made disasters,
natural disasters or other events that materially increase utilization of
medical and/or other covered services, as well as changes in members
health care utilization patterns and provider billing practices. Our
profitability depends, in part, on our ability to accurately predict,
price for and effectively manage future health care costs through
underwriting criteria, provider contracting, utilization management
and product design.
We record medical claims reserves on our balance sheet for estimated
future payments. While we continually review estimates of future
payments relating to medical claims costs for services incurred in the
current and prior periods and make adjustments to our reserves, the
actual health care costs may exceed the reserves we have recorded.
PART I
ITEM 1A. Risk Factors
Court decisions and legislative activity may increase our exposure for
any of these types of claims. In some cases, substantial non-economic
or punitive damages may be sought. We seek to procure insurance
coverage to cover some of these potential liabilities. However, certain
potential liabilities may not be covered by insurance, insurers may
dispute coverage or the amount of insurance may be insufficient to
cover the entire damages awarded. In addition, certain types of
damages, such as punitive damages, may not be covered by insurance,
and insurance coverage for all or certain forms of liability may become
unavailable or prohibitively expensive in the future. It is possible that
the resolution of current or future legal matters and claims could
result in losses material to our results of operations, financial
condition and liquidity.
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1A. Risk Factors
PART I
ITEM 1B. Unresolved Staff Comments
ITEM 2. Properties
Our global real estate portfolio consists of approximately 7.8 million
square feet of owned and leased properties. Our domestic portfolio
has approximately 5.9 million square feet in 40 states, the District of
Columbia, Puerto Rico and the Virgin Islands. Our International
properties contain approximately 1.9 million square feet located
throughout the following countries: Bahrain, Belgium, Canada,
China, Hong Kong, India, Indonesia, Kenya, Malaysia, New Zealand,
Singapore, South Korea, Spain, Switzerland, Taiwan, Thailand,
Turkey, United Arab Emirates, and the United Kingdom.
Our principal, domestic office locations, including various support
operations, along with Group Disability and Life Insurance, Health
PART I
EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
ITEM 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities
The information under the caption Quarterly Financial Data Stock
and Dividend Data appears on page 115 of this Form 10-K. As of
December 31, 2015, the number of shareholders of record was 6,389.
Cignas common stock is listed with, and trades on, the New York
Stock Exchange under the symbol CI.
Total # of shares
purchased (1)
1,050
4,723
1,154,152
$ 135.31
$ 131.93
$ 142.94
1,153,013
$ 664,765,230
$ 664,765,230
$ 499,953,134
Total
1,159,925
$ 142.89
1,153,013
N/A
Period
(1) Includes shares tendered by employees as payment of taxes withheld on vesting of restricted stock and strategic performance shares granted under the Companys equity compensation plans.
Employees tendered 1,050 shares in October, 4,723 in November and 1,139 shares in December 31, 2015.
(2) Cigna has had a repurchase program for many years, and has had varying levels of repurchase authority and activity under this program. The program has no expiration date. Cigna suspends
activity under this program from time to time and also removes such suspensions, generally without public announcement. In 2015, the Company repurchased 5.5 million shares for
$683 million. Remaining authorization under the program was approximately $500 million as of December 31, 2015. From January 1, 2016 through February 25, 2016, the Company
repurchased 0.8 million shares for $110 million. Remaining authorization under the program was $390 million as of February 25, 2016.
(3) Approximate dollar value of shares is as of the last date of the applicable month.
PART II
ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
$400
$300
$200
$100
$0
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
Cigna
S&P 500 Index
S&P Managed Health Care, Life & Health Ins. Indexes**
16FEB201619051532
12/31/10
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
Cigna
$ 100
$ 115
$ 146
$ 239
$ 282
$ 400
$ 100
$ 102
$ 118
$ 157
$ 178
$ 181
$ 100
$ 121
$ 130
$ 195
$ 249
$ 293
* Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2010 and that all dividends were reinvested.
** Weighted average of S&P Managed Health Care (75%) and Life and Health Insurance (25%) Indexes.
PART II
ITEM 6. Selected Financial Data
Highlights
TOTAL REVENUES
2015
37,876
2014
34,914
2013
32,380
2012
29,119
2011
21,865
2,094
2,102
1,476
1,623
1,260
NET INCOME
2,077
2,094
1,478
1,624
1,261
8.17
7.97
5.28
5.70
4.65
Diluted
8.04
7.83
5.18
5.61
4.59
0.04
0.04
0.04
0.04
0.04
26,681
25,762
25,160
26,638
27,180
Total assets(1)
57,088
55,870
54,306
53,700
50,659
Long-term debt(1)
5,020
4,979
4,984
4,952
4,952
(1)
Total liabilities
44,975
44,991
43,629
43,817
42,665
Shareholders equity
12,035
10,774
10,567
9,769
7,994
Employees
39,300
37,200
36,500
35,800
31,400
(1) As explained in Note 2(B) to the Consolidated Financial Statements, in the fourth quarter of 2015, we retrospectively adopted Accounting Standards Update 2015-03 Simplifying the
Presentation of Debt Issuance Costs, that requires debt issuance costs to be netted against long-term debt. Amounts presented above for the years 2011 through 2014 for total assets, long-term
debt, and total liabilities have been retrospectively adjusted to conform to the new guidance. The impact was not material.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
Cigna Corporation, together with its subsidiaries (either individually
or collectively referred to as Cigna, the Company, we, our or
us) is a global health services organization dedicated to a mission of
helping individuals improve their health, well-being and sense of
security. To execute on our mission, Cignas strategy is to Go Deep,
Go Global and Go Individual with a differentiated set of medical,
dental, disability, life and accident insurance and related products and
services offered by our subsidiaries. In addition to these ongoing
operations, we also have certain run-off operations.
Executive Overview
This section includes a discussion of our consolidated financial results
over the past three years as well as key trends and transactions
impacting our business.
Financial Summary
Summarized below are certain key measures of our performance for the years ended December 31:
For the Years Ended December 31,
2015
2014
2013
Increase/(Decrease)
2015 vs. 2014
Increase/(Decrease)
2014 vs. 2013
Operating revenues(1)
Global Health Care
29,929
27,290
25,296
2,639
10%
1,994
8%
3,149
3,005
2,639
144
366
14
4,271
3,970
3,747
301
223
485
510
489
(25)
(5)
21
Other Operations
Corporate
Total operating revenues
TOTAL REVENUES
Adjusted Income (Loss) From Operations
Global Health Care
(15)
(15)
(4)
(11)
(275)
37,819
34,760
32,167
3,059
2,593
2,962
8%
2,534
8%
37,876
34,914
32,380
1,848
1,752
1,699
(1)
96
5%
53
3%
262
243
200
19
43
22
324
317
311
75
68
88
10
(20)
(23)
(253)
(265)
(222)
12
(43)
(19)
Other Operations
Corporate
TOTAL ADJUSTED INCOME FROM
OPERATIONS
SHAREHOLDERS NET INCOME
(1)
2,256
2,115
2,076
141
7%
39
2%
2,094
2,102
1,476
(8)
626
42%
8.66
7.87
7.29
0.79
10%
0.58
8%
8.04
7.83
5.18
0.21
3%
2.65
51%
543
4%
378
3%
(2)
14,999
14,456
14,078
(1) See Consolidated Results of Operations on page 39 for reconciliations of Operating revenues to Total revenues and Adjusted income from operations to Shareholders net income on a dollar and
per share basis.
(2) 2013 excludes limited benefits customers.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The Regulation section of this Form 10-K provides a detailed description of Health Care Reform provisions and other legislative initiatives that
impact our domestic health care business, including regulations issued by CMS and the Departments of the Treasury and Health and Human
Services (HHS). The discussion below provides a summary of the financial impacts of key provisions of Health Care Reform and certain other
regulatory matters in 2015 and beyond.
Item
Description
Medicare Advantage
(MA)
CMS actions: In January 2016, CMS issued to the Company a Notice of Imposition of Immediate
Intermediate Sanctions (the Notice). The Notice requires the Company to suspend certain
enrollment and marketing activities for Medicare Advantage-Prescription Drug and Medicare Part D
Plans. The sanctions do not impact the ability of current enrollees to remain covered by the
Companys Medicare Advantage-Prescription Drug or Medicare Part D Plans. See Note 23 to the
Consolidated Financial Statement for additional information.
Based on managements current expectations, we do not expect any impact to the Companys
consolidated results of operations, financial condition or cash flows to be material.
If the CMS sanctions remain in effect beyond managements current expectations, we do not expect a
material impact on 2016 consolidated results of operations, financial condition or cash flows. If,
however, the Company is not able to address matters arising from the Notice in a timely and
satisfactory manner, or if there are changes in eligibility for government payments for our programs
that are not resolved in a timely and satisfactory manner, the impact to our 2017 Medicare customer
base and consolidated revenues, results of operations and cash flows could be material.
2016 MA Rates: Final MA reimbursement rates for 2016, published by CMS in April 2015, have
decreased funding for MA participants with the highest clinical needs, including those with multiple
chronic conditions. We reflected these 2016 rates in our bids to CMS submitted during the second
quarter of 2015 and currently expect that the 2016 final MA reimbursement rates will decrease
funding for our Medicare Advantage business by approximately 2% in 2016 compared to 2015. We
do not expect the 2016 MA rates to have a material impact on our consolidated results of operations
or cash flows in 2016 and beyond.
Health Insurance Industry Tax: This non-deductible tax is being levied based on a ratio of an
insurers net health insurance premiums written for the previous calendar year compared to the U.S.
health insurance industry total. We recognized approximately $310 million in operating expenses in
2015 compared with approximately $240 million in 2014. The increase in 2015 largely reflects
growth in the industry assessment from $8 billion in 2014 to $11.3 billion in 2015. Because this tax
is not deductible for federal income tax purposes, our effective tax rate increased from historical levels
in 2014 and 2015. Of the full year 2015 tax, $170 million relates to our commercial business and
$140 million to our Medicare business. For our commercial business, we incorporated the industry
tax into target pricing actions. For our Medicare business, although we have partially mitigated the
effect of the tax through benefit changes and customer premium increases, the combination of the
tax and lower MA rates have contributed to lower margins in the Government operating segment in
both 2015 and 2014.
Because the industry assessment in 2016 is also $11.3 billion, we expect our share of the tax, and its
effect on our results of operations, to be similar to 2015. In December 2015, federal appropriations
legislation imposed a one-year moratorium on the industry tax for 2017, with reinstatement expected
in 2018. For our commercial business, our target pricing actions related to 2017 and 2018 plan years
will reflect the impacts of this legislation. For our Medicare business, we expect to partially mitigate
the impacts of this legislation.
See the Consolidated Results of Operations and Global Health Care segment sections of this MD&A
and Note 2(B) to the Consolidated Financial Statements for further discussion.
Reinsurance Fee
Reinsurance Fee: This tax deductible fee is a fixed dollar per customer levy that applies to both
insured and self-insured major medical plans excluding certain products such as Medicare Advantage
and Medicare Part D. Proceeds from the fee are being used to fund the reinsurance program for
non-grandfathered individual business sold either on or off the public exchanges beginning in 2014.
For our insured business, we recognized approximately $70 million in 2015 compared with
$110 million in 2014. We incorporate these fees into target pricing actions.
Public Health Exchanges: For 2015, we offered individual coverage on eight public health insurance
exchanges (Arizona, Colorado, Florida, Georgia, Maryland, Missouri, Tennessee and Texas). In 2016,
we exited the Florida public exchange market.
CIGNA CORPORATION - 2015 Form 10-K 37
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following table presents the after-tax benefits to shareholders net income from these programs for the years ended December 31, 2015 and
2014 and our net receivable balances as of December 31, 2015 and 2014.
After-tax Impact on
Shareholders Net Income(1)
For the Years Ended
December 31,
2015
2014
(In millions)
Reinsurance
Risk Adjustment
92
Risk Corridor
Total
125
266
49
49
$
109
198
118
40
$
158
76
134
$
410
167
62
$
305
(1) After-tax impacts reported in 2015 included an increase for the 2014 coverage year of approximately $20 million based on CMS data received in June 2015. For the 2015 coverage year, we
have accrued reinsurance recoveries at the 50% coinsurance rate prescribed by Health Care Reform.
(2) Net receivables for the risk adjustment and risk corridor programs are reported in premiums, accounts and notes receivable. For the reinsurance program, receivables are reported in reinsurance
recoverables.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Summary
(In millions)
Premiums
29,642
27,214
25,575
Increase/(Decrease)
2015 vs. 2014
$
2,428
Increase/(Decrease)
2014 vs. 2013
9%
1,639
6%
4,488
4,141
3,601
347
540
15
1,153
1,166
1,164
(13)
(1)
2,536
2,239
1,827
297
13
412
23
37,819
34,760
32,167
3,059
2,593
57
154
213
(97)
(63)
(59)
(28)
Operating revenues
Net realized investment gains
Total revenues
37,876
34,914
32,380
2,962
2,534
18,354
16,694
15,867
1,660
10
827
4,936
4,640
4,998
296
(358)
(7)
2,134
1,907
1,509
227
12
398
26
8,982
8,174
7,595
808
10
579
143
195
235
(52)
(27)
(40)
(17)
34,549
31,610
30,204
2,939
1,406
3,327
3,304
2,176
23
1,128
52
Income taxes
1,250
1,210
698
40
512
73
Net income
2,077
2,094
1,478
(17)
(1)
616
42
(9)
(113)
(10)
N/M
(8)
626
42%
(17)
$
2,094
(8)
$
2,102
2
$
1,476
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Financial Summary
(In millions)
2,094
2,102
1,476
Increase/(Decrease)
2015 vs. 2014
$
(8)
Increase/(Decrease)
2014 vs. 2013
$
626
42%
(25)
25
(40)
(106)
(141)
66
35
80
119
144
(39)
(25)
65
65
57
57
24
(24)
507
(507)
51
(51)
40
(40)
2,256
2,115
2,076
141
7%
39
2%
8.04
7.83
5.18
0.21
3%
2.65
51%
(0.09)
0.09
(0.15)
(0.40)
(0.49)
0.25
0.09
0.30
0.44
0.51
(0.14)
(0.07)
0.47
$
8.66
37.6%
7.87
36.6%
2.18
$
7.29
32.1%
0.47
$
0.79
100 bps
(2.18)
10%
0.58
450 bps
8%
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
2015
381
2014
163
2013
631
1,968
1,420
2,795
Short-term debt
149
147
233
(In millions)
(1)
Long-term debt
5,020
4,979
4,984
Shareholders equity
12,035
10,774
10,567
(1) As explained in Note 2 (B) to the Consolidated Financial Statements, in the fourth quarter of 2015, the Company retrospectively adopted Accounting Standards Update 2015-03 that
requires debt issuance costs to be netted against the carrying value of the debt. Amounts presented above for 2014 and 2013 have been retrospectively adjusted to conform to the new guidance.
The impact was not material.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Consolidated short-term investments increased in 2015 compared with 2014 as a result of higher net purchases of short-term investments at the
parent company level. The decrease in short-term investments in 2014 compared with 2013 resulted from the Companys investment mix shift
toward longer-term holdings.
Liquidity
We maintain liquidity at two levels: the subsidiary level and the parent company level.
Liquidity requirements at the subsidiary level generally consist of:
medical costs and benefit payments to policyholders; and
operating expense requirements, primarily for employee compensation and benefits.
Our subsidiaries normally meet their operating requirements by:
maintaining appropriate levels of cash, cash equivalents and short-term investments;
using cash flows from operating activities;
selling investments;
matching investment durations to those estimated for the related insurance and contractholder liabilities; and
borrowing from affiliates, subject to applicable regulatory limits.
Liquidity requirements at the parent company level generally consist of:
debt service and dividend payments to shareholders;
pension plan funding; and
repurchases of common stock.
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 issuance of debt and equity securities; and
borrowing from its subsidiaries.
Cash flows for the years ended December 31, were as follows:
Net cash provided by operating activities
2015
2,717
2014
1,994
(1,599)
(1,755)
15
(530)
(1,582)
(930)
(In millions)
2013
719
Operating activities
Cash flows from operating activities increased in 2015 compared with
2014 primarily driven by the volume and timing of government
reimbursements and pharmacy considerations.
Cash flows from operating activities increased substantially in 2014
compared with 2013, primarily due to the absence of the 2013
reinsurance payments totaling $2.2 billion to Berkshire. Excluding
those payments and tax benefits realized in connection with the
Berkshire transaction, cash flows from operating activities in 2014
decreased by $0.6 billion, compared with 2013. This decrease was
primarily related to the volume and timing of reimbursements
prescribed by government programs.
Investing activities
Net cash used in investing activities decreased in 2015 compared with
2014, due to lower net purchases of fixed maturities. Cash flows from
investing activities decreased by $1.8 billion in 2014 compared with
2013, primarily due to higher net purchases of fixed maturities. In
2013, net purchases of fixed maturities were lower than 2014
primarily due to funding the Berkshire transaction.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Financing activities
Cash used in financing activities decreased in 2015 compared with
2014, primarily reflecting lower share repurchases. Cash used in
financing activities increased in 2014 compared with the same period
in 2013, primarily due to higher share repurchases.
Share repurchase
We maintain a share repurchase program, authorized by our Board of
Directors. Under this program, we may repurchase shares from time
to time, depending on market conditions and alternate uses of capital.
We may suspend activity under our share repurchase program from
time to time and may also remove such suspensions, generally without
public announcement. We may also repurchase shares at times by
using a Rule 10b5-1 trading plan when we otherwise might be
precluded from doing so under insider trading laws or because of
self-imposed trading block-out periods.
In 2015, we repurchased 5.5 million shares for $683 million. From
January 1, 2016 through February 25, 2016 we repurchased
0.8 million shares for $110 million. The total remaining share
repurchase authorization as of February 25, 2016 was $390 million.
We repurchased 18.5 million shares for $1.6 billion in 2014 and
repurchased 13.6 million shares for $1.0 billion in 2013.
Interest Expense
Interest expense on long-term debt, short-term debt and capital leases was as follows:
2015
(In millions)
Interest expense
Interest expense reported above for the year ended 2015 excludes
losses on the early extinguishment of debt.
The weighted average interest rate for outstanding short-term debt
(primarily commercial paper) was 0.69% at December 31, 2015 and
0.27% at December 31, 2014.
Capital Resources
Our capital resources (primarily retained earnings and proceeds from
the issuance of debt and equity securities) provide protection for
policyholders, furnish the financial strength to underwrite insurance
risks and facilitate continued business growth.
Management, guided by regulatory requirements and rating agency
capital guidelines, determines the amount of capital resources that we
maintain. Management allocates resources to new long-term business
commitments when returns, considering the risks, look promising
and when the resources available to support existing business are
adequate.
We prioritize our use of capital resources to:
provide the capital necessary to support growth and maintain or
improve the financial strength ratings of subsidiaries and to fund
pension obligations;
consider acquisitions that are strategically and economically
advantageous; and
return capital to investors through share repurchase.
The availability of capital resources will be impacted by equity and
credit market conditions. Extreme volatility in credit or equity market
conditions may reduce our ability to issue debt or equity securities.
252
2014
$
265
2013
$
270
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
On-Balance Sheet:
Insurance liabilities:
Contractholder deposit funds
Future policy benefits
Global Health Care medical costs payable
Unpaid claims and claims expenses
Short-term debt
Long-term debt
Other long-term liabilities
Off-Balance Sheet:
Purchase obligations
Operating leases
TOTAL
On balance sheet:
Insurance liabilities. Contractual cash obligations for insurance
liabilities, excluding unearned premiums, represent estimated net
benefit payments for health, life and disability insurance policies
and annuity contracts. Recorded contractholder deposit funds
reflect current fund balances primarily from universal life insurance
customers. Contractual cash obligations for these universal life
contracts are estimated by projecting future payments using
assumptions for lapse, withdrawal and mortality. These projected
future payments include estimated future interest crediting on
current fund balances based on current investment yields less the
estimated cost of insurance charges and mortality and
administrative fees. Actual obligations in any single year will vary
based on actual morbidity, mortality, lapse, withdrawal, investment
and premium experience. The sum of the obligations presented
above exceeds the corresponding insurance and contractholder
liabilities of $20 billion recorded on the balance sheet because the
recorded insurance liabilities reflect discounting for interest and the
recorded contractholder liabilities exclude future interest crediting,
charges and fees. We manage our investment portfolios to generate
Less than
1 year
Total
6,704
11,377
2,369
5,041
149
8,396
750
969
700
$
36,455
754
632
2,293
1,530
149
254
153
1-3
years
428
127
$
6,320
967
1,387
31
989
882
131
4-5
years
352
221
$
4,960
768
1,084
10
667
1,013
92
After 5
years
107
162
$
3,903
4,215
8,274
35
1,855
6,247
374
82
190
21,272
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Off-Balance Sheet:
Purchase obligations. As of December 31, 2015, purchase obligations consisted of estimated payments required under contractual
arrangements for future services and investment commitments as follows:
(In millions)
Fixed maturities
Commercial mortgage loans
Limited liability entities (other long-term investments)
691
278
15
5
671
969
Guarantees
We are contingently liable for various financial and other guarantees
provided in the ordinary course of business. See Note 23 to the
Consolidated Financial Statements for additional information on
guarantees.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Goodwill
At the acquisition date, goodwill represents the excess of the cost of
businesses acquired over the fair value of their net assets.
We completed our annual evaluations of goodwill for impairment
during the third quarter of 2015. These evaluations were performed at
the reporting unit level, based on discounted cash flow analyses and
market data. The evaluations indicated that no impairment was
required.
Fair value of a reporting unit was estimated using models and
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 include the
discount rate and future cash flows. A range of discount rates was used,
corresponding with the reporting units weighted average cost of
capital, consistent with that used for investment decisions considering
the specific and detailed operating plans and strategies within the
reporting units. Projections of future cash flows were consistent with
our annual planning process for revenues, claims, operating expenses,
taxes, capital levels and long-term growth rates. In addition to these
assumptions, we considered market data to evaluate the fair value of
each reporting unit.
In our Government operating segment (which is a reporting unit) we
contract with CMS and various state governmental agencies to provide
managed health care services, including Medicare Advantage plans and
Medicare-approved prescription drug plans. Estimated future cash
flows for this business incorporated the potential effects of Medicare
Advantage reimbursement rates for 2016 and beyond as discussed in
the Overview section of this MD&A. Revenues from the Medicare
programs are dependent, in whole or in part, upon annual funding
from the federal government through CMS. This evaluation was
updated to consider managements assessment of the impact of the
CMS sanctions discussed in Note 23 to the Consolidated Financial
Statements. Funding for these programs is dependent on many factors
including general economic conditions, continuing government efforts
to contain health care costs and budgetary constraints at the federal
level and general political issues and priorities.
Goodwill as of December 31 was as follows (in millions):
2015 $6,019
2014 $5,989
See Notes 2(H) and 8 to the Consolidated Financial Statements for
additional discussion of our goodwill.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
These liabilities are estimates of the present value of the qualified and
nonqualified pension benefits to be paid (attributed to employee
service to date) net of the fair value of plan assets. The accrued pension
benefit liability as of December 31 was as follows (in millions):
2015 $953
2014 $1,099
See Note 9 to the Consolidated Financial Statements for assumptions
and methods used to estimate pension liabilities.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Most fixed maturities are classified as available for sale and are carried
at fair value with changes in fair value recorded in accumulated other
comprehensive income (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.
If the interest rates used to calculate fair value increased by 100 basis
points, the fair value of the total fixed maturity portfolio of $19 billion
would decrease by approximately $1.2 billion.
For all fixed maturities with cost in excess of their fair value, if this
excess was determined to be other-than-temporary, shareholders net
income for the year ended December 31, 2015 would have decreased
by approximately $142 million after-tax.
Segment Reporting
The following section of this MD&A discusses the results of each of
our reporting segments. In these segment discussions, we present
operating revenues, defined as total revenues excluding realized
investment results. We exclude realized investment results from this
measure because our portfolio managers may sell investments based
on factors largely unrelated to the underlying business purposes of
each segment. As a result, gains or losses created in this process may
not be indicative of past or future underlying performance of the
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
customer growth;
sales of specialty products;
operating expense as a percentage of operating revenues (operating
expense ratio); and
medical costs as a percentage of premiums (medical care ratio or
MCR) for our commercial and government businesses.
Results of Operations
For the Years Ended December 31, Increase/(Decrease) Increase/(Decrease)
2015
2014
2013
2015 vs. 2014
2014 vs. 2013
Financial Summary
(In millions)
Operating revenues
29,929 $
27,290 $
1,848 $
1,752 $
1,699 $
6.2%
6.4%
6.7%
(20)bps
(30)bps
Commercial
78.1%
78.5%
78.9%
(40)bps
(40)bps
Government
85.2%
84.3%
84.1%
90bps
20bps
80.9%
80.6%
80.8%
30bps
(20)bps
21.4%
21.4%
20.9%
bps
50bps
Adjusted margin
25,296 $ 2,639
96
10% $ 1,994
5% $
53
8%
3%
As of December 31,
2015
2014
2013
Increase/(Decrease) Increase/(Decrease)
2015 vs. 2014
2014 vs. 2013
2,355 $
2,180 $
2,050 $
175
2,502
2,534
2,496
(32)
567
518
492
49
8% $
130
6%
(1)%
38
2%
26
Customers:
Total commercial risk
Total government
Total risk
3,069
3,052
2,988
17
64
Service
11,930
11,404
11,090
526
314
14,999
14,456
14,078
543
4%
378
3%
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Medical Customers
A medical customer is defined as a person meeting any one of the following criteria:
is covered under an insurance policy or service agreement issued by us;
has access to the Companys provider network for covered services under their medical plan; or
has medical claims that are administered by us.
Our medical customer base as of December 31, 2015 was higher than 2014, driven by strong overall retention and sales in our targeted market
segments, as well as the acquisition of QualCare Alliance Networks, Inc. on February 28, 2015.
As required by Health Care Reform, we exited the limited benefits business effective December 31, 2013. Excluding this impact, our medical
customer base increased in 2014 compared with 2013, primarily driven by continued growth in our targeted market segments.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Financial Summary
(In millions)
Increase/(Decrease)
2015 vs. 2014
Increase/(Decrease)
2014 vs. 2013
Operating revenues
3,149 $
3,005 $
2,639 $
144
5% $
366
14%
262 $
243 $
200 $
19
8% $
43
22%
262 $
217 $
189 $
45
21% $
28
15%
3,149 $
2,814 $
2,494 $
335
12% $
320
13%
8.3%
8.1%
7.6%
Adjusted margin
20 bps
50 bps
Loss ratio
55.3%
54.3%
52.5%
100 bps
180 bps
19.3%
21.0%
22.8%
(170) bps
(180) bps
18.3%
17.7%
17.4%
60 bps
30 bps
Loss ratios increased in 2015 and 2014 compared with each prior
year. The increase is due primarily to a business mix shift toward
products with higher expected loss ratios in South Korea and the U.S.
Acquisition cost ratios decreased in both 2015 and 2014 compared
with each prior year. The decline in each years ratio largely represents
a shift toward higher premium products with lower acquisition costs
primarily in South Korea and the U.S.
Results of Operations
Financial Summary
(In millions)
Increase/(Decrease)
2015 vs. 2014
Increase/(Decrease)
2014 vs. 2013
Operating revenues
4,271 $
3,970 $
3,747 $
301
8% $
223
6%
324 $
317 $
311 $
2% $
2%
Adjusted margin
7.6%
8.0%
8.3%
(40) bps
(30) bps
Loss ratio
76.3%
76.5%
76.0%
(20) bps
50 bps
21.9%
21.9%
22.2%
bps
(30) bps
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The loss ratio decreased in 2015 compared with 2014 due to lower
life claim incidence. The loss ratio increased in 2014 compared with
2013 due to higher disability claim costs including the effect of a
lower discount rate, partially offset by lower life new claim incidence.
Other Operations
Cignas corporate-owned life insurance (COLI) business contributes
the majority of earnings in Other Operations. Cignas Other
Operations segment also includes the results from the run-off
reinsurance and settlement annuity businesses, as well as the
remaining deferred gains recognized from the sale of the individual life
insurance and annuity and retirement benefits businesses.
Results of Operations
For the Years Ended December 31,
2015
2014
2013
Financial Summary
(In millions)
Increase/(Decrease)
2015 vs. 2014
Increase/(Decrease)
2014 vs. 2013
Operating revenues
485 $
510 $
489 $
(25)
(5)% $
21
4%
75 $
68 $
88 $
10% $
(20)
(23)%
Adjusted Margin
15.5%
13.3%
18.0%
220 bps
(470) bps
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 operations), interest on uncertain tax positions, certain litigation matters,
intersegment eliminations, compensation cost for stock options, expense associated with our frozen pension plans and certain overhead and
project costs.
(In millions)
Financial Summary
(253) $
(265) $
Increase/(Decrease)
2015 vs. 2014
(222) $
12
5% $
Increase/(Decrease)
2014 vs. 2013
(43)
(19)%
employee stock compensation costs that are not deductible for income
tax purposes under Health Care Reform.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Investment Assets
The following table presents our invested asset portfolio, excluding separate account assets, as of December 31, 2015 and 2014. Additional
information regarding our investment assets and related accounting policies is included in Notes 2, 10, 11, 12, 13, 14 and 17 to the Consolidated
Financial Statements.
(In millions)
Fixed maturities
Equity securities
2015
19,455
2014
18,983
190
189
1,864
2,081
Policy loans
1,419
1,438
1,404
1,488
Short-term investments
381
TOTAL
24,713
163
$
24,342
Fixed Maturities
Investments in fixed maturities include publicly traded and privately placed debt securities, 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 on our balance sheet.
Additional information regarding valuation methodologies, key inputs and controls is included in Note 10 of the Consolidated Financial
Statements.
The following table reflects our fixed maturity portfolio by type of issuer as of December 31, 2015 and 2014.
(In millions)
1,641
Foreign government
Corporate
Mortgage-backed
Other asset-backed
TOTAL
2015
779
2014
954
1,856
2,014
1,940
14,448
13,498
49
85
524
650
19,455
18,983
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
have $205 million of loans maturing in the next twelve months. Given
the quality and diversity of the underlying real estate, positive debt
service coverage and significant borrower cash investment or equity
value averaging 30%, we remain confident that borrowers will
continue to perform as expected under their contract terms.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following table shows problem and potential problem investments at amortized cost, net of valuation reserves and write-downs:
December 31, 2015
Gross
Reserve
(In millions)
Problem bonds
(1)
Net
2
Net
90
(11)
79
90
(4)
86
24
24
93
(12)
81
114
(4)
110
55
(23)
32
22
(9)
13
64
$
Investment Outlook
Global financial markets have exhibited continued volatility,
including modest depreciation of fixed income asset values. This
volatility reflects increasing global economic uncertainty, led by
concerns about Chinas decelerating economic growth as well as the
negative and potentially destabilizing impacts from cyclically low and
falling energy prices. Future realized and unrealized investment results
119
(4)
$
(27)
60
$
92
130
$
152
(8)
$
(17)
122
$
135
Market Risk
Financial Instruments
Our assets and liabilities include financial instruments subject to the
risk of potential losses from adverse changes in market rates and
prices. Our primary market risk exposures are:
Interest-rate risk on fixed-rate, medium-term instruments.
Changes in market interest rates affect the value of instruments that
promise a fixed return and our employee pension liabilities.
Foreign currency exchange rate risk of the U.S. dollar primarily to
the South Korean won, Euro, Chinese yuan renminbi, Taiwan
dollar and British pound. An unfavorable change in exchange rates
reduces the carrying value of net assets denominated in foreign
currencies.
PART II
ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
865
850
340
320
PART II
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
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.
A companys 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 companys 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
companys 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 25, 2016
PART II
ITEM 8. Financial Statements and Supplementary Data
Cigna Corporation
Consolidated Statements of Income
(In millions, except per share amounts)
2015
2014
2013
Revenues
Premiums
29,642
27,214
25,575
4,488
4,141
3,601
1,153
1,166
1,164
2,536
2,239
1,827
(112)
(36)
(11)
169
190
224
57
154
213
37,876
34,914
32,380
18,354
16,694
15,867
4,936
4,640
4,998
2,134
1,907
1,509
8,982
8,174
7,595
143
195
235
34,549
31,610
30,204
3,327
3,304
2,176
1,229
1,232
501
21
(22)
197
1,250
1,210
698
2,077
2,094
1,478
(17)
(8)
2,094
2,102
1,476
Basic
8.17
7.97
5.28
Diluted
8.04
7.83
5.18
0.04
0.04
0.04
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
PART II
ITEM 8. Financial Statements and Supplementary Data
Cigna Corporation
Consolidated Statements of Comprehensive Income
(In millions)
2015
$
2,094
2014
$
2,102
2013
$
1,476
(202)
143
(410)
15
11
(212)
(144)
13
85
(426)
539
(314)
(416)
151
1,780
1,686
1,627
(6)
(11)
(9)
(17)
(7)
(19)
(1)
1,745
1,672
1,610
PART II
ITEM 8. Financial Statements and Supplementary Data
Cigna Corporation
Consolidated Balance Sheets
(In millions, except per share amounts)
As of December 31,
ASSETS
2015
2014
Investments:
Fixed maturities, at fair value (amortized cost, $18,456; $17,278)
19,455
18,983
190
189
1,864
2,081
Policy loans
1,419
1,438
1,404
1,488
Short-term investments
381
163
Total investments
24,713
24,342
1,968
1,420
3,694
2,757
Reinsurance recoverables
6,813
7,080
1,659
1,502
1,534
1,502
379
293
Goodwill
6,019
5,989
2,476
2,657
7,833
8,328
TOTAL ASSETS
57,088
55,870
8,443
8,430
LIABILITIES
Contractholder deposit funds
Future policy benefits
9,479
9,642
4,574
4,400
2,355
2,180
Unearned premiums
Total insurance and contractholder liabilities
Accounts payable, accrued expenses and other liabilities
629
621
25,480
25,273
6,493
6,264
Short-term debt
149
147
Long-term debt
5,020
4,979
7,833
8,328
TOTAL LIABILITIES
44,975
44,991
69
90
Contingencies Note 23
Redeemable noncontrolling interests
SHAREHOLDERS EQUITY
Common stock (par value per share, $0.25; shares issued, 296; authorized, 600)
Additional paid-in capital
Accumulated other comprehensive loss
74
74
2,859
2,769
(1,250)
(936)
Retained earnings
12,121
10,289
(1,769)
(1,422)
12,035
10,774
15
12,044
10,789
57,088
55,870
46.91
41.55
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
PART II
ITEM 8. Financial Statements and Supplementary Data
Cigna Corporation
Consolidated Statements of Changes in Total Equity
(In millions, except per share amounts)
Balance at January 1, 2013
2013 Activity:
Effect of issuing stock for employee benefit plans
Effects of acquisition of joint venture
Other comprehensive income (loss)
Net income
Common dividends declared (per share: $0.04)
Repurchase of common stock
Other transactions impacting noncontrolling interests
Accumulated
Additional
Other
Common
Paid-in Comprehensive Retained Treasury Shareholders Noncontrolling
Stock
Capital
Loss Earnings
Stock
Equity
Interest
$
92 $
3,295 $
61
(119)
243
9,769 $
$ 9,769 $
185
14
151
1,476
(11)
(1,003)
92
2014 Activity:
Effect of issuing stock for employee benefit plans
Other comprehensive income (loss)
Net income (loss)
Common dividends declared (per share: $0.04)
Repurchase of common stock
Retirement of treasury stock
Other transactions impacting noncontrolling interests
3,356
(520)
69
(6,037)
10,567
(124)
220
165
(416)
2,102
(11)
(1,629)
(4)
74
2,769
(7)
96
15
10,789
(314)
(1)
(315)
(17)
2,094
2,094
(11)
2,083
(6)
(10)
(10)
(5,354)
(936)
10,581
6
(19)
2
2,102
(11)
(652)
(4)
14
185
14
151
1,476
(11)
(1,003)
114
165
(415)
2,093
(11)
(1,629)
(416)
(18)
151
1,476
(11)
(1,003)
13,676
Redeemable
Total Noncontrolling
Equity
Interests
(1,629)
6,024
10,289
(1,422)
(252)
336
10,774
1
(9)
(7)
1
90
2015 Activity:
Effect of issuing stock for employee benefit plans
99
(314)
(683)
(9)
$
74 $
2,859 $
183
(10)
(683)
(9)
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
183
12,035 $
(683)
6
(3)
9 $ 12,044 $
2
69
PART II
ITEM 8. Financial Statements and Supplementary Data
Cigna Corporation
Consolidated Statements of Cash Flows
(In millions)
For the years ended December 31,
2015
2014
2013
2,077
2,094
1,478
585
588
597
(57)
(154)
(213)
21
(22)
197
(945)
(780)
(110)
55
22
369
(182)
(176)
(227)
16
(265)
405
657
457
1,040
(483)
423
202
(25)
111
(56)
(2,196)
100
(8)
(83)
(82)
2,717
1,994
719
1,555
1,769
1,775
1,435
1,640
1,621
640
453
653
1,297
2,706
1,661
(4,234)
(5,424)
(3,062)
(500)
(287)
(58)
(1,183)
(2,115)
(1,930)
(510)
(473)
(527)
(99)
(76)
(24)
(42)
(1,599)
(1,755)
15
Other, net
NET CASH PROVIDED BY OPERATING ACTIVITIES
Cash Flows from Investing Activities
Proceeds from investments sold:
Fixed maturities and equity securities
Investment maturities and repayments:
Fixed maturities and equity securities
Commercial mortgage loans
Other sales, maturities and repayments (primarily short-term and other long-term investments)
Investments purchased or originated:
Fixed maturities and equity securities
Commercial mortgage loans
Other (primarily short-term and other long-term investments)
Other, net
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds
1,429
1,482
1,399
(1,359)
(1,456)
(1,358)
(21)
(112)
(101)
894
(938)
(15)
(671)
(1,612)
(1,003)
154
110
150
Other, net
(18)
(2)
(530)
(1,582)
(930)
(40)
(32)
13
548
(1,375)
(183)
1,420
$
1,968
Interest paid
2,795
2,978
1,420
2,795
1,194
1,085
519
245
259
265
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
PART II
ITEM 8. Financial Statements and Supplementary Data
Basis of Presentation
B.
PART II
ITEM 8. Financial Statements and Supplementary Data
C.
Investments
PART II
ITEM 8. Financial Statements and Supplementary Data
Policy loans. Policy loans are carried at unpaid principal balances plus
accumulated interest, the total of which approximates fair value. The
loans are collateralized by life insurance policy cash values and
therefore have no exposure to credit loss. Interest rates are reset
annually based on an index.
Other long-term investments. Other long-term investments include
investments in unconsolidated entities. These entities include certain
limited partnerships and limited liability companies holding real
estate, securities or loans. These investments are carried at cost plus
the Companys ownership percentage of reported income or loss in
cases where the Company has significant influence; otherwise the
investment is carried at cost. Income from certain entities is reported
on a one quarter lag depending on when their financial information is
received. Other long-term investments are considered impaired, and
written down to their fair value, when cash flows indicate that the
carrying value may not be recoverable. Fair value is generally
determined based on a discounted cash flow analysis.
Other long-term investments also include investment real estate
carried at depreciated cost less any impairment write downs to fair
value when cash flows indicate that the carrying value may not be
recoverable. Depreciation is generally recorded using the straight-line
method based on the estimated useful life of each asset. Investment
real estate as of December 31, 2015 and 2014 is expected to be held
longer than one year and includes real estate acquired through the
foreclosure of commercial mortgage loans.
D.
Cash and cash equivalents are carried at cost that approximates fair
value. Cash equivalents consist of short-term investments with
maturities of three months or less from the time of purchase. The
Company reclassifies cash overdraft positions to accounts payable,
accrued expenses and other liabilities when the legal right of offset
does not exist.
E.
F.
PART II
ITEM 8. Financial Statements and Supplementary Data
G.
H.
and reported in the Global Health Care segment ($5.7 billion) and
the Global Supplemental Benefits segment ($0.3 billion). The
Company evaluates goodwill for impairment at least annually during
the third quarter at the reporting unit level and writes it down through
results of operations if impaired. Fair value of a reporting unit is
generally estimated based on either market data or a discounted cash
flow analysis using assumptions that the Company believes a
hypothetical market participant would use to determine a current
transaction price. The significant assumptions and estimates used in
determining fair value include the discount rate and future cash flows.
A range of discount rates is used that corresponds with the reporting
units weighted average cost of capital, consistent with that used for
investment decisions considering the specific and detailed operating
plans and strategies within the reporting units. Projections of future
cash flows for the reporting units are consistent with our annual
planning process for revenues, claims, operating expenses, taxes,
capital levels and long-term growth rates. See Note 8 for additional
information.
I.
J.
Goodwill
K.
PART II
ITEM 8. Financial Statements and Supplementary Data
L.
M.
Liabilities for unpaid claims and claim expenses are estimates of future
payments under insurance coverages (primarily long-term disability,
life and health) for reported claims and for losses incurred but not yet
reported. When estimates of these liabilities change, the Company
immediately records the adjustment in benefits and expenses.
The Company consistently estimates incurred but not yet reported
losses using actuarial principles and assumptions based on historical
and projected claim incidence patterns, claim size and the expected
payment period. The Company recognizes the actuarial best estimate
of the ultimate liability within a level of confidence, consistent with
actuarial standards of practice that the liabilities be adequate under
moderately adverse conditions.
The Companys liability for disability claims reported but not yet paid
is the present value of estimated future benefit payments over the
expected disability period. The Company projects the expected
disability period by using historical resolution rates combined with an
analysis of current trends and operational factors to develop current
estimates of resolution rates. Using the Companys experience,
expected claim resolution rates may vary based upon the anticipated
disability period, the covered benefit period, cause of disability,
benefit design and the policyholders age, gender and income level.
The gross monthly benefit is reduced (offset) by disability income
received under other benefit programs, such as Social Security
Disability Income, workers compensation, statutory disability or
other group benefit plans. For offsets not yet finalized, the Company
estimates the probability and amount of the offset based on the
Companys experience over the past three to five years.
The Company discounts certain unpaid claim liabilities because
benefit payments are made over extended periods. Substantially all of
these liabilities are associated with the group long-term disability
business. Discount rate assumptions for that business are based on
projected investment returns for the asset portfolios that support these
liabilities and range from 4.4% to 5.7%. Discounted liabilities were
$3.7 billion at December 31, 2015 and $3.9 billion at December 31,
2014.
N.
Medical costs payable for the Global Health Care segment include
reported claims, estimates for losses incurred but not yet reported and
liabilities for services rendered by providers, as well as liabilities under
risk-sharing and quality management arrangements with providers.
The Company uses actuarial principles and assumptions consistently
applied each reporting period and recognizes the actuarial best
estimate of the ultimate liability within a level of confidence. This
approach is consistent with actuarial standards of practice that the
liabilities be adequate under moderately adverse conditions.
The liability is primarily calculated using completion factors
developed by comparing the claim incurral date to the date claims
were paid. Completion factors are impacted by several key items
including changes in: 1) electronic (auto-adjudication) versus manual
claim processing, 2) provider claims submission rates, 3) membership
and 4) the mix of products. The Company uses historical completion
factors combined with an analysis of current trends and operational
factors to develop current estimates of completion factors. The
Company estimates the liability for claims incurred in each month by
applying the current estimates of completion factors to the current
paid claims data. This approach implicitly assumes that historical
completion rates will be a useful indicator for the current period.
For the more recent months, the Company relies on medical cost
trend analysis that reflects expected claim payment patterns and other
relevant operational considerations. Medical cost trend is primarily
impacted by medical service utilization and unit costs that are affected
by changes in the level and mix of medical benefits offered, including
inpatient, outpatient and pharmacy, the impact of copays and
deductibles, changes in provider practices and changes in consumer
demographics and consumption behavior.
For each reporting period, the Company compares key assumptions
used to establish the medical costs payable to actual experience. When
actual experience differs from these assumptions, medical costs
payable are adjusted through current period shareholders net income.
Additionally, the Company evaluates expected future developments
PART II
ITEM 8. Financial Statements and Supplementary Data
O.
Products and services are offered in Turkey and India through joint
venture entities for which the Company is the primary beneficiary.
Accordingly, these entities are consolidated. The redeemable
noncontrolling interests on our consolidated balance sheet represent
our joint venture partners preferred and common stock interests in
these entities. Our joint venture partners may, at their election, require
the Company to purchase their redeemable noncontrolling interests.
We also have the right to require our joint venture partners to sell their
redeemable noncontrolling interests to us. The redeemable
noncontrolling interests were recorded at fair value as of the dates of
purchase. When the estimated redemption value for a redeemable
noncontrolling interest exceeds its carrying value, an adjustment to
increase the redeemable noncontrolling interest is recorded with an
offsetting reduction to additional paid-in capital. When an
adjustment is made to the carrying value of the redeemable
noncontrolling interest, the calculation of shareholders net income
per share will be adjusted if the redemption value exceeds the greater
of the carrying value or fair value.
P.
Q.
R.
Premiums for group life, accident and health insurance and managed
care coverages are recognized as revenue on a pro rata basis over the
contract period. Benefits and expenses are recognized when incurred,
and for our Global Health Care business, medical costs are presented
net of pharmaceutical manufacturer rebates. For experience-rated
contracts, premium revenue includes an adjustment for experiencerated refunds based on contract terms and calculated using the
customers experience (including estimates of incurred but not
reported claims).
Premium revenue also includes an adjustment to reflect the estimated
effect of rebates due to customers under the commercial minimum
medical loss ratio provisions of Health Care Reform. These rebates are
settled in the year following the policy year.
Premiums received for the Companys Medicare Advantage Plans and
Medicare Part D products from customers and the Centers for
Medicare and Medicaid Services (CMS) are recognized as revenue
ratably over the contract period. CMS provides risk-adjusted
premium payments for Medicare Advantage Plans and Medicare
Part D products based on the demographics and health severity of
enrollees. The Company recognizes periodic changes to risk-adjusted
premiums as revenue when the amounts are determinable and
collection is reasonably assured. Additionally, Medicare Part D
premiums include payments from CMS for risk sharing adjustments.
The risk sharing adjustments that are estimated quarterly based on
claim experience, compare actual incurred drug benefit costs to
estimated costs submitted in original contracts and may result in more
or less revenue from CMS. Final revenue adjustments are determined
and settled with CMS in the year following the contract year.
Premium revenue also includes an adjustment to reflect the estimated
effect of rebates due to CMS under the Medicare Advantage and
Medicare Part D minimum medical loss ratio provisions of Health
Care Reform.
Accounting for Health Care Reforms Risk Mitigation Programs.
Beginning in 2014, as prescribed by Health Care Reform, programs
went into effect to reduce the risk for participating health insurance
companies selling coverage on the public exchanges.
A three-year (2014-2016) reinsurance program is designed to provide
reimbursement to insurers for high cost individual business sold on
or off the public exchanges. The reinsurance entity established by
the U.S. Department of Health and Human Services (HHS) is
funded by a per-customer reinsurance fee assessed on all insurers,
Health Maintenance Organizations (HMOs) and self-insured
group health plans, excluding certain products such as Medicare
Advantage and Medicare Part D. Only non-grandfathered
individual plans are eligible for recoveries if claims exceed a specified
threshold, up to a reinsurance cap. Reinsurance contributions
associated with non-grandfathered individual plans are reported as a
reduction in premium revenue, and estimated reinsurance recoveries
are established with an offsetting reduction in Global Health Care
medical costs. Reinsurance fee contributions for other insured
business are reported in other operating expenses. Final recoverable
amounts are determined and settled with HHS in the year following
the policy year.
PART II
ITEM 8. Financial Statements and Supplementary Data
S.
T.
Stock Compensation
U.
Participating Business
V.
Income Taxes
Deferred income tax assets and liabilities are recognized for differences
between the financial and income tax reporting bases of the
underlying assets and liabilities and established based upon enacted
tax rates and laws. Deferred income tax assets are recognized when
available evidence indicates that realization is more likely than not.
PART II
ITEM 8. Financial Statements and Supplementary Data
The deferred income tax provision generally represents the net change
in deferred income tax assets and liabilities during the year, exclusive
of amounts reported as adjustments to accumulated other
comprehensive income or amounts initially recorded due to business
combinations. The current income tax provision generally represents
the estimated amounts due on the various income tax returns for the
year reported plus the effect of any uncertain tax positions. Uncertain
tax positions are evaluated in accordance with GAAP.
Income tax provisions related to the Companys foreign operations are
generally determined based upon the local country income tax rate.
W.
The Company computes basic earnings per share using the weightedaverage number of unrestricted common and deferred shares
outstanding. Diluted earnings per share also includes the dilutive
effect of outstanding employee stock options and unvested restricted
stock granted after 2009 using the treasury stock method and the
effect of strategic performance shares. See Note 4 for additional
information.
decision is final and non-appealable; or (2) the merger has not closed
by January 31, 2017 (subject to extension to April 30, 2017 under
certain circumstances) only because all necessary regulatory approvals
have not been received.
The merger agreement contains customary covenants, including
covenants that Cigna conduct its business in the ordinary course
during the period between entering into the merger agreement and
closing. In addition, Cignas ability to take certain actions prior to
closing without Anthems consent is subject to certain limitations.
These limitations relate to, among other matters, the payment of
dividends, capital expenditures, the payment or retirement of
indebtedness or the incurrence of new indebtedness, settlement of
material claims or proceedings, mergers or acquisitions, and certain
employment-related matters.
The transaction is expected to close in the second half of 2016.
For the year ended December 31, 2015, the Company incurred
pre-tax costs of $66 million ($57 million after-tax) directly related to
the proposed merger. These costs consisted primarily of fees for
financial advisory, legal and other professional services.
Acquisitions
The Company completed certain acquisitions during the three years
ended December 31, 2015. In accordance with GAAP, the purchase
price for each acquisition was allocated to the tangible and intangible
net assets acquired based on managements preliminary estimates of
their fair values. The results of acquisition activities for these years
were not material to the Companys results of operations, liquidity or
financial condition.
PART II
ITEM 8. Financial Statements and Supplementary Data
Basic
Diluted
2015
Shareholders net income
2,094
2,094
Shares
Weighted average
256,149
4,443
4,443
256,149
4,443
260,592
256,149
8.17
(0.13)
8.04
2,102
2,102
2014
Shareholders net income
Shares
Weighted average
Common stock equivalents
263,889
Total shares
EPS
4,714
263,889
263,889
4,714
4,714
268,603
7.97
(0.14)
7.83
1,476
1,476
2013
Shareholders net income
Shares
Weighted average
Common stock equivalents
279,296
5,389
279,296
5,389
Total shares
279,296
5,389
284,685
EPS
5.28
(0.10)
5.18
The following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect was
anti-dilutive.
(In millions)
Anti-dilutive options
2015
2014
2013
0.4
1.0
0.9
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
1,757
2014
$
1,777
470
288
Physician incentives and other medical care expense and services payable
128
115
2,355
2,180
1,856
(In millions)
Balance at January 1,
2,180
2014
$
2,050
2013
252
194
242
1,928
1,856
1,614
18,564
16,853
16,049
(210)
(159)
(182)
18,354
16,694
15,867
16,588
14,966
14,267
1,582
1,656
1,358
Total paid
18,170
16,622
15,625
2,112
1,928
1,856
243
252
194
2,355
2,180
2,050
PART II
ITEM 8. Financial Statements and Supplementary Data
NOTE 7 Reinsurance
The Companys insurance subsidiaries enter into agreements with
other insurance companies to assume and cede reinsurance.
Reinsurance is ceded primarily to limit losses from large exposures and
to permit recovery of a portion of direct or assumed losses.
Reinsurance is also used in acquisition and disposition transactions
when the underwriting company is not being acquired. Reinsurance
does not relieve the originating insurer of liability. Therefore,
reinsured liabilities must continue to be reported along with the
related reinsurance recoverables. The Company regularly evaluates the
financial condition of its reinsurers and monitors concentrations of its
credit risk.
GMDB
The Company estimates this liability with an internal model based on
the Companys experience and future expectations over an extended
period, consistent with the long-term nature of this product. Because
the product is premium deficient, the Company records increases to
the reserve if it is inadequate based on the model. As a result of the
reinsurance transaction, reserve increases have a corresponding
increase in the recorded reinsurance recoverable, provided the
increased recoverable remains within the overall Berkshire limit
(including the GMIB assets).
Activity in future policy benefit reserves for the GMDB business was as follows:
2015
(In millions)
Balance at January 1,
1,270
2014
$
1,396
2013
$
1,090
16
18
24
1,186
1,317
42
100
97
1,072
699
(3)
1,674
106
100
97
18
16
18
1,164
1,186
1,317
Benefits paid and incurred are net of ceded amounts, including the
impact of the 2013 reinsurance transaction with Berkshire. The
ending net retained reserve as of December 31, 2015 and
December 31, 2014 covers ongoing administrative expenses, as well as
the minor claim exposure retained by the Company.
The majority of the exposure arises under annuities that guarantee
that the benefit received at death will be no less than the highest
1,252
1,270
1,396
PART II
ITEM 8. Financial Statements and Supplementary Data
The table below presents the account value, net amount at risk and average attained age of underlying contractholders for guarantees assumed by
the Company in the event of death. The net amount at risk is the amount that the Company would have to pay if all contractholders died as of the
specified date. Unless the Berkshire reinsurance limit is exceeded, the Company should be reimbursed in full for these payments.
2015
2014
Account value
11,355
13,078
2,870
2,763
74
73
324,000
354,000
Effects of Reinsurance
The following table presents direct, assumed and ceded premiums for both short-duration and long-duration insurance contracts. It also presents
reinsurance recoveries that have been netted against benefits and expenses in the Companys Consolidated Statements of Income.
2015
(In millions)
2014
2013
Premiums
Short-duration contracts:
Direct
Assumed
26,751
24,294
23,056
289
429
394
(254)
(226)
(252)
26,786
24,497
23,198
3,061
2,921
2,485
111
173
183
(158)
(254)
(176)
Other
(158)
(123)
(115)
2,856
2,717
2,377
Ceded
Long-duration contracts:
Direct
Assumed
Ceded:
TOTAL
29,642
27,214
25,575
301
366
335
Reinsurance recoveries
Individual life insurance and annuity business sold
Other
TOTAL
436
$
737
292
$
658
(18)
$
317
PART II
ITEM 8. Financial Statements and Supplementary Data
Reinsurance Recoverables
The majority of the Companys reinsurance recoverables balance resulted from acquisition and disposition transactions in which the underwriting
company was not acquired. Components of the Companys reinsurance recoverables are presented below:
(In millions)
Line of Business
GMDB
Reinsurer(s)
Berkshire
Other
1,123 $
41
3,705
Prudential Retirement
Insurance and Annuity
995
315
Various
553
Various
81
6,813 $
7,080
(In millions)
Balance at January 1,
5,989
2014
$
6,029
Goodwill acquired:
QualCare Alliance Networks, Inc.
Other
Impact of foreign currency translation
Balance at December 31,
74
(44)
$
6,019
(43)
$
5,989
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
Accumulated
Amortization
Net Carrying
Value
2015
Customer relationships
1,264
Other
Total reported in other assets, including other intangibles
397
302
131
1,566
998
568
232
48
184
2,442
1,708
734
867
171
4,240
2,754
1,486
2014
Customer relationships
Other
1,266
313
779
91
487
222
1,579
165
2,191
870
30
1,467
3,935
709
135
724
2,367
1,568
(In millions)
Accumulated
Amortization
Net Carrying
Value
2015
Internal-use software
2,442
1,574
1,708
734
774
800
4,016
2,482
1,534
2,191
1,467
724
2014
Internal-use software
Other property and equipment
TOTAL PROPERTY AND EQUIPMENT
1,740
$
962
3,931
778
2,429
1,502
Depreciation and amortization was comprised of the following for the years ended December 31:
2015
(In millions)
Internal-use software
288
260
2013
$
225
160
153
160
18
12
19
119
163
193
2014
585
588
597
(1) Includes the one-time $23 million benefit of a 2015 acquisition in which the fair value of acquired net assets exceeded the purchase price.
PART II
ITEM 8. Financial Statements and Supplementary Data
As further discussed in Note 23, the Company and the Cigna Pension
Plan are defendants in a class action lawsuit. When the plan
amendment related to this litigation is adopted, the pension benefit
obligation will be updated to reflect benefits resulting from this
litigation.
The Company measures the assets and liabilities of its domestic pension and other postretirement benefit plans as of December 31. The following
table summarizes the projected benefit obligations and assets related to the Companys domestic and international pension and other
postretirement benefit plans as of, and for the year ended, December 31:
Other Postretirement
Benefits
2015
2014
Pension Benefits
2015
2014
(In millions)
5,269
4,700
335
323
Service cost
Interest cost
194
206
11
12
(239)
679
(19)
31
(270)
(291)
(3)
(5)
(22)
(29)
(29)
(26)
4,934
5,269
295
335
4,170
4,089
12
16
75
257
(1)
(270)
(291)
(3)
(5)
115
3,981
4,170
12
(953)
$ (1,099)
(287)
(323)
The postretirement benefits liability adjustment included in accumulated other comprehensive loss consisted of the following as of December 31:
Pension Benefits
2015
2014
(In millions)
(2,201)
(7)
(7)
(2,208)
$ (2,324)
During 2015, the unfunded liability for the Companys pension and
other postretirement benefit plans decreased by $182 million. In
addition, the postretirement benefits liability adjustment (recorded in
accumulated other comprehensive income) decreased by $131 million
pre-tax ($85 million after-tax) resulting in an increase to shareholders
equity. These decreases were primarily due to an increase in the
discount rate and a change in the mortality assumption (as discussed
further in the assumptions section of this note).
78 CIGNA CORPORATION - 2015 Form 10-K
(2,317)
Other Postretirement
Benefits
2015
2014
$
53
$ (16)
52
54
$
38
PART II
ITEM 8. Financial Statements and Supplementary Data
Components of net pension cost for the years ended December 31 were as follows:
2015
(In millions)
Service cost
2014
Interest cost
Expected long-term return on plan assets
2013
$
194
206
181
(267)
(264)
(272)
70
57
74
Amortization of:
Net loss from past experience
Settlement loss
(1)
(14)
The fair values of plan assets by category and by the fair value hierarchy as defined by GAAP are as follows. See Note 10 for further details
regarding how the Company determines fair value, including the level within the fair value hierarchy and the procedures the Company uses to
validate fair value measurements.
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Corporate
1,026
41
1,067
19
21
553
556
1,599
46
1,646
585
86
677
18
358
383
603
364
93
1,060
362
362
131
131
Securities partnerships
406
406
(1)
(1)
(1)
Hedge funds
256
256
58
58
62
62
604
2,025
1,352
3,981
(1) A pooled separate account has several participating benefit plans and each owns a share of the total pool of investments.
PART II
ITEM 8. Financial Statements and Supplementary Data
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
(1)
(1)
35
3
3
2
1,060
24
747
1,791
41
1,833
640
131
5
241
73
7
718
379
771
246
80
1,097
115
331
110
357
283
44
331
110
357
283
44
115
(1)
1
1,025
21
744
772
2,152
1,246
4,170
(1) A pooled separate account has several participating benefit plans and each owns a share of the total pool of investments.
fixed income and international equity funds priced using their daily
net asset value that is the exit price; and
fixed maturities valued using recent trades of similar securities or
pricing models as described in Note 10.
The following table summarizes the changes in pension plan assets classified in Level 3 for the years ended December 31, 2015 and December 31,
2014. Actual return on plan assets in this table may include changes in fair value that are attributable to both observable and unobservable inputs.
(In millions)
Fixed
Maturities
& Equity
Securities
Real Estate
& Mortgage
Loans
Securities
Partnerships
Hedge Funds
Guaranteed
Deposit
Account
Contract
121
441
357
283
44
Total
$
1,246
(3)
58
50
110
(3)
58
50
110
14
(6)
(1)
(31)
13
(11)
139
493
406
256
58
1,352
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
Fixed
Maturities
& Equity
Securities
Real Estate
& Mortgage
Loans
Securities
Partnerships
Hedge Funds
Guaranteed
Deposit
Account
Contract
74
339
304
360
44
Total
$
1,121
41
40
17
101
41
40
17
101
44
2
61
13
(94)
(2)
22
2
121
441
357
283
44
1,246
Assumptions for pension and other postretirement benefit plans. Management determined the present value of the projected benefit obligation
and the accumulated other postretirement benefit obligation and related benefit costs based on the following weighted average assumptions as of
and for the years ended December 31:
2015
2014
4.17%
3.75%
3.89%
3.50%
3.75%
4.50%
3.50%
4.00%
7.25%
7.25%
5.00%
5.00%
Discount rate:
PART II
ITEM 8. Financial Statements and Supplementary Data
Benefit payments. The following benefit payments are expected to be paid in:
(In millions)
Pension Benefits
2016
2017
2018
2019
2020
2021-2025
$
$
$
$
$
$
B.
401(k) Plans
363
322
323
329
322
1,604
Other
Postretirement
Benefits
$
$
$
$
$
$
29
28
27
26
25
104
PART II
ITEM 8. Financial Statements and Supplementary Data
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
251
528
1,641
779
1,641
Foreign government
2,010
2,014
Corporate
14,122
326
14,448
Mortgage-backed
48
49
Other asset-backed
198
326
524
251
18,547
657
19,455
32
89
69
190
283
18,636
726
19,645
381
381
GMIB assets
907
907
16
16
1,633
$ 20,949
283
19,033
GMIB liabilities
885
885
885
885
(1) Fixed maturities included $483 million of net cumulative appreciation required to adjust future policy benefits for the run-off settlement annuity business including $30 million of
appreciation for securities classified in Level 3. See Note 11 for additional information.
(2) The GMIB assets represented retrocessional contracts in place from three external reinsurers that cover the exposures on these contracts.
(3) Other derivative assets included $15 million of interest rate and foreign currency swaps qualifying as cash flow hedges and $1 million of interest rate swaps qualifying as fair value hedges. See
Note 12 for additional information.
PART II
ITEM 8. Financial Statements and Supplementary Data
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
290
664
954
1,856
1,856
Foreign government
1,936
1,940
Corporate
13,105
393
13,498
Mortgage-backed
84
85
Other asset-backed
234
416
650
290
17,879
814
18,983
61
85
43
189
351
17,964
857
19,172
Short-term investments
GMIB assets(2)
163
953
163
953
6
$ 20,294
GMIB liabilities
351
18,133
1,810
929
1
$
929
929
1
930
(1) Fixed maturities included $756 million of net cumulative appreciation required to adjust future policy benefits for the run-off settlement annuity business including $65 million of
appreciation for securities classified in Level 3. See Note 11 for additional information.
(2) The GMIB assets represented retrocessional contracts in place from three external reinsurers that cover the exposures on these contracts.
(3) Other derivative assets included $5 million of interest rate and foreign currency swaps qualifying as cash flow hedges and $1 million of interest rate swaps qualifying as fair value hedges. See
Note 12 for additional information.
PART II
ITEM 8. Financial Statements and Supplementary Data
Unobservable
Input
Unobservable Adjustment
Range (Weighted Average)
285
Liquidity
Weighting of credit spreads
Liquidity
60 - 440 (200)
170 - 630 (220)
70 - 930 (280)
612
69
Price-to-earnings multiples
Subtotal
Securities not priced by the Company(1)
681
45
Fair Value
Fixed maturities:
Other asset and mortgage-backed securities
327
726
(1) The fair values for these securities use single, unadjusted non-binding broker quotes not developed directly by the Company.
PART II
ITEM 8. Financial Statements and Supplementary Data
Unobservable
Input
Unobservable Adjustment
Range (Weighted Average)
344
Liquidity
Weighting of credit spreads
Liquidity
761
43
Price-to-earnings multiples
Subtotal
Securities not priced by the Company(1)
804
53
Fair Value
Fixed maturities:
Other asset and mortgage-backed securities
417
857
(1) The fair values for these securities use single, unadjusted non-binding broker quotes not developed directly by the Company.
Changes in Level 3 Financial Assets and Financial Liabilities Carried at Fair Value
The following tables summarize the changes in financial assets and financial liabilities classified in Level 3 for the years ended December 31, 2015
and 2014. Separate account asset changes are reported separately under the heading Separate account assets as the changes in fair values of these
PART II
ITEM 8. Financial Statements and Supplementary Data
assets accrue directly to the policyholders. Gains and losses reported in these tables may include net changes in fair value that are attributable to
both observable and unobservable inputs.
Fixed
Maturities &
Equity Securities
$
857
(In millions)
GMIB Assets
953
GMIB Liabilities
$
(929)
GMIB Net
$
24
(1)
(5)
(3)
24
24
(4)
(2)
(11)
(1)
153
(230)
(21)
(42)
42
(98)
(42)
42
49
(94)
(45)
726
907
(885)
22
(6)
(4)
(2)
Fixed
Maturities &
Equity Securities
$
1,190
GMIB Assets
751
GMIB Liabilities
$
(741)
GMIB Net
$
10
251
(251)
(In millions)
Other
Total gains (losses) included in shareholders net income
Gains included in other comprehensive income
Gains required to adjust future policy benefits for settlement annuities
(1)
15
(1)
15
14
15
250
(236)
14
14
55
101
(202)
Settlements
(156)
(48)
48
(257)
(48)
48
165
(325)
(160)
857
953
(929)
24
250
(236)
14
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2015
235
1,401
1,636
274
4,698
4,972
Total
$ 509
1,225
7,324
1,225
$7,833
(1) As of December 31, 2015, non-guaranteed separate accounts included $3.6 billion in assets supporting the Companys pension plans, including $1.2 billion classified in Level 3.
(In millions)
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
2014
242
1,609
1,851
288
5,031
5,319
Total
$ 530
1,158
7,798
1,158
$8,328
(1) As of December 31, 2014, non-guaranteed separate accounts included $3.8 billion in assets supporting the Companys pension plans, including $1.1 billion classified in Level 3.
PART II
ITEM 8. Financial Statements and Supplementary Data
The following table summarizes the changes in separate account assets reported in Level 3 for the years ended December 31, 2015 and 2014.
2015
(In millions)
Balance at January 1
Policyholder gains
(1)
1,158
2014
$
1,035
95
85
198
266
(2)
(230)
(226)
(32)
38
16
20
(12)
(20)
Balance at December 31
1,225
1,158
(1) Included in this amount were gains of $95 million attributable to instruments still held at December 31, 2015 and gains of $85 million attributable to instruments still held at December 31,
2014.
Some financial assets and liabilities are not carried at fair value each
reporting period, but may be measured using fair value only under
certain conditions, such as investments in real estate entities and
commercial mortgage loans when they become impaired. Impaired
real estate entities and commercial mortgage loans representing less
than 1% of total investments were written down to their fair values,
resulting in realized investment losses of $16 million, after-tax in 2015
and $10 million, after-tax in 2014.
(In millions)
Classification in
Fair Value
Hierarchy
Level 3
$ 1,864
$ 2,081
Level 3
$ 1,151
$ 1,148
$ 1,136
$ 1,124
Level 2
$ 5,515
$ 5,020
$ 5,740
$ 4,967
PART II
ITEM 8. Financial Statements and Supplementary Data
NOTE 11 Investments
A.
The amortized cost and fair value by contractual maturity periods for fixed maturities were as follows at December 31, 2015:
(In millions)
Amortized
Cost
1,397
Fair
Value
$
1,403
6,251
6,504
6,905
7,058
3,363
3,917
540
573
$ 18,456
$ 19,455
Actual maturities of these securities could differ from their contractual maturities used in the table above. This could occur because issuers may
have the right to call or prepay obligations, with or without penalties, or because in certain cases the Company may have the option to unilaterally
extend the contractual maturity date.
Gross unrealized appreciation (depreciation) on fixed maturities by type of issuer is shown below.
(In millions)
Amortized
Cost
528
1,496
147
(2)
779
1,641
1,870
147
(3)
2,014
14,022
632
(206)
14,448
48
(1)
49
492
39
(7)
524
(219)
$ 19,455
$ 18,456
1,218
(In millions)
251
Fair
Value
608
346
954
1,682
176
(2)
Foreign government
1,824
121
(5)
1,940
12,517
1,014
(33)
13,498
Corporate
Mortgage-backed
Other asset-backed
TOTAL
The above table includes investments with a fair value of $2.7 billion at
December 31, 2015 and $3.1 billion at December 31, 2014 supporting
liabilities of the Companys run-off settlement annuity business. These
investments had gross unrealized appreciation of $521 million and gross
unrealized depreciation of $38 million at December 31, 2015,
compared with gross unrealized appreciation of $758 million and gross
90 CIGNA CORPORATION - 2015 Form 10-K
1,856
83
(1)
85
564
87
(1)
650
(42)
$ 18,983
$ 17,278
1,747
PART II
ITEM 8. Financial Statements and Supplementary Data
Fair
Value
(Dollars in millions)
Number
of Issues
Fixed maturities:
One year or less:
Investment grade
$ 4,411
4,558
(147)
721
534
557
(23)
228
Investment grade
180
204
(24)
56
124
149
(25)
29
B.
Mortgage loans held by the Company are made exclusively to commercial borrowers and are diversified by property type, location and borrower.
Loans are generally issued at a fixed rate of interest and are secured by high quality, primarily completed and substantially leased operating
properties.
At December 31, commercial mortgage loans were distributed among the following property types and geographic regions:
2015
(In millions)
2014
Property type
Office buildings
697
700
Apartment buildings
366
264
Industrial
322
466
Hotels
259
351
Retail facilities
213
272
28
Other
TOTAL
1,864
2,081
738
637
Geographic region
Pacific
South Atlantic
366
572
New England
276
277
Central
205
214
Middle Atlantic
227
287
52
94
Mountain
TOTAL
1,864
2,081
PART II
ITEM 8. Financial Statements and Supplementary Data
The following tables summarize the credit risk profile of the Companys commercial mortgage loan portfolio based on loan-to-value and debt
service coverage ratios, as of December 31, 2015 and 2014:
Debt Service Coverage Ratio
December 31, 2015
(In millions)
Loan-to-Value Ratios
Below 50%
1.30x or Greater
$
261
1.20x to 1.29x
$
2
1.10x to 1.19x
$
1.00x to 1.09x
$
67
Total
330
50% to 59%
683
24
707
60% to 69%
590
14
19
623
70% to 79%
30
36
66
80% to 89%
40
40
90% to 100%
98
98
$ 1,864
TOTAL
Below 50%
1,574
340
50% to 59%
681
60% to 69%
70% to 79%
80% to 89%
90% to 100%
TOTAL
17
140
134
363
719
394
15
60
469
68
36
33
80
217
41
58
105
1,489
38
16
132
55
$
103
153
208
351
$ 2,081
December 31, 2015 from 63% at December 31, 2014. The portfolios
average debt service coverage ratio was estimated to be 1.78 at
December 31, 2015, an improvement from 1.66 at December 31,
2014.
The Company will reevaluate a loans credit quality between annual
reviews if new property information is received or an event such as
delinquency or a borrowers request for restructure causes
management to believe that the Companys estimate of financial
performance, fair value or the risk profile of the underlying property
has been impacted.
Certain loans were modified during 2015 and 2014. However, these
were not considered troubled debt restructures and the impact of such
modifications was not material to the Companys results of
operations, financial condition or liquidity.
PART II
ITEM 8. Financial Statements and Supplementary Data
Impaired commercial mortgage loans. The carrying value of the Companys impaired commercial mortgage loans and related valuation reserves
were as follows:
2015
Reserves
Gross
(In millions)
113
(15)
98
147
98
2014
Reserves
Gross
$
31
$
178
Net
(12)
135
31
TOTAL
C.
113
(15)
Net
(12)
166
(In millions)
Securities partnerships
Other
TOTAL
D.
814
2014
$
916
501
456
89
116
1,404
1,488
$184 million to limited liability entities that hold either real estate
or loans to real estate entities that are diversified by property type
and geographic region; and
E.
Concentration of Risk
As of December 31, 2015 and 2014, the Company did not have a
concentration of investments in a single issuer or borrower exceeding
10% of shareholders equity.
PART II
ITEM 8. Financial Statements and Supplementary Data
GMIB.
The Companys run-off reinsurance business has written reinsurance
contracts with issuers of variable annuities that provide annuitants
with certain guarantees of minimum income benefits resulting from
the level of variable annuity account values compared with a
contractually guaranteed amount (GMIB liabilities). According to
the contractual terms of the written reinsurance contracts, payment by
the Company depends on the actual account value in the underlying
mutual funds and the level of interest rates when the contractholders
elect to receive minimum income payments. The Company has
purchased retrocessional coverage (GMIB assets) for these contracts,
including the agreement with Berkshire in 2013, effectively exiting
this business. See Note 7 for further details.
The fair value effects of GMIB contracts on the financial statements
are included in Note 10 and their volume of activity is included in
Note 23. Cash flows on these contracts are reported in operating
activities.
PART II
ITEM 8. Financial Statements and Supplementary Data
The components of pre-tax net investment income for the years ended December 31 were as follows:
2015
(In millions)
Fixed maturities
Equity securities
Commercial mortgage loans
Policy loans
Other long-term investments
Short-term investments and cash
879
2014
$
876
2013
$
823
112
133
174
72
72
74
116
105
101
14
17
22
1,196
1,206
1,200
43
40
36
1,153
1,166
1,164
Net investment income for separate accounts that is excluded from the Companys revenues was $262 million for 2015, $225 million for 2014,
and $232 million for 2013.
PART II
ITEM 8. Financial Statements and Supplementary Data
B.
The following realized gains and losses on investments for the years ended December 31 exclude amounts required to adjust future policy benefits
for the run-off settlement annuity business.
2015
(In millions)
Fixed maturities
Equity securities
(82)
2014
$
36
14
2013
$
113
13
(2)
(6)
(3)
105
133
95
57
154
213
17
48
72
40
106
141
Included in these realized investment gains (losses) were pre-tax asset write-downs as follows:
2015
(In millions)
(1)
(11)
2014
$
2013
$
(101)
(36)
(11)
(112)
(36)
(11)
(28)
(16)
(8)
(10)
(140)
(52)
(29)
(1) These write-downs pertain to other-than-temporary declines in fair values due to increases in market yields (widening of credit spreads), particularly within the energy sector, for certain below
investment grade fixed maturities with an increased probability of sales activity prior to recovery of amortized cost basis.
(2) Other credit-related losses include other-than-temporary declines in the fair values of equity securities, increases in valuation reserves on commercial mortgage loans, and asset write-downs
related to security partnerships and real estate investments.
Realized investment gains in other investments, including derivatives, represented primarily gains on sale of real estate properties held in joint
ventures.
Realized investment gains that are excluded from the Companys revenues for the years ended December 31 were as follows:
2015
(In millions)
2014
2013
Separate accounts
117
376
417
Investment gains required to adjust future policy benefits for the run-off settlement annuity business
114
86
Sales information for available-for-sale fixed maturities and equity securities for the years ended December 31 were as follows:
2015
(In millions)
2014
2013
1,555
1,769
1,775
85
62
102
13
PART II
ITEM 8. Financial Statements and Supplementary Data
NOTE 15 Debt
2014(1)
2015
(In millions)
Short-term:
Commercial paper
100
100
149
147
598
49
47
Long-term:
Uncollateralized debt:
$600 million, 2.75% Notes due 2016
$250 million, 5.375% Notes due 2017
249
249
131
131
250
254
253
303
302
78
78
304
301
743
741
100
100
17
17
(2)
892
299
298
82
82
498
498
295
295
743
743
32
$
5,020
43
$
4,979
(1) As explained in Note 2(B), in the fourth quarter of 2015, the Company retrospectively adopted ASU 2015-03 that requires debt issuance costs to be netted against the carrying value of the
debt. Amounts presented above for 2014 have been retrospectively adjusted to conform to the new guidance. The impact on 2014 balances was not material.
(2) The Company has entered into interest rate swap contracts hedging a portion of these fixed-rate debt instruments. See Note 12 for further information about the Companys interest rate risk
management and these derivative instruments.
PART II
ITEM 8. Financial Statements and Supplementary Data
2014
2013
259,276
275,526
285,829
2,751
2,284
3,319
(5,483)
(18,534)
(13,622)
256,544
259,276
275,526
(Shares in thousands)
Treasury stock
ISSUED DECEMBER 31,
39,601
36,869
90,619
296,145
296,145
366,145
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
2015
Pre-Tax
955
(335)
After-Tax
$
620
(389)
157
(232)
46
(16)
30
(343)
141
(202)
612
(194)
418
(12)
(8)
10
(3)
Reclassification adjustment for losses included in shareholders net income (other operating expenses)
12
(4)
22
(7)
15
10
(71)
(224)
(3)
12
7
(62)
(212)
(295)
21
(274)
(2,286)
800
(1,486)
Reclassification adjustment for amortization of net losses from past experience and prior service costs (other
operating expenses)
68
(23)
45
63
(23)
40
131
(2,155)
(46)
$
Pre-Tax
733
249
(27)
85
$
Tax
(Expense)
Benefit
(In millions)
2014
754
(256)
After-Tax
$
(89)
10
222
(1,401)
477
160
(17)
(79)
143
955
(335)
620
(29)
17
10
(6)
(19)
11
(12)
(8)
91
(162)
(9)
18
82
(144)
(71)
(62)
(1,630)
570
(1,060)
Reclassification adjustment for amortization of net losses from past experience and prior service costs (other
operating expenses)
Reclassification adjustment for settlement (other operating expenses)
54
6
(18)
(2)
36
4
60
(716)
(20)
250
40
(466)
(656)
230
(426)
(2,286)
800
(1,486)
PART II
ITEM 8. Financial Statements and Supplementary Data
Tax
(Expense)
Benefit
(In millions)
2013
Net unrealized appreciation on securities, January 1,
Pre-Tax
$
1,352
(498)
(121)
(465)
After-Tax
$
166
43
(619)
887
(332)
(78)
209
(410)
733
(256)
477
(43)
14
15
(5)
(28)
9
(29)
10
(19)
91
(22)
13
69
13
91
(9)
82
(2,460)
861
(1,599)
Reclassification adjustment for amortization of net losses from past experience and prior service costs (other
operating expenses)
Reclassification adjustment for curtailment gain (other operating expenses)
70
(19)
(25)
7
45
(12)
51
779
(18)
(273)
33
506
830
(291)
539
(1,630)
570
(1,060)
(In billions)
2014
2013
Net income
2.1
2.0
1.6
Surplus
8.0
7.5
6.3
The Companys HMO and life subsidiaries are subject to minimum statutory surplus requirements and may be required to maintain investments
on deposit with state departments of insurance or other regulatory bodies. Additionally, these subsidiaries may be subject to regulatory restrictions
on the amount of annual dividends or other distributions (such as loans or cash advances) that insurance companies may extend to the parent
company without prior approval. As of December 31, 2015, these amounts, including restricted net assets of the Company, were as follows:
2015
(In billions)
2.6
0.4
1.5
1.3
8.6
Statutory surplus for each of the Companys life insurance and HMO subsidiaries is sufficient to meet the minimum required by regulators. For
one of the Companys foreign insurance subsidiaries, the regulatory authority has permitted deferral of certain policy acquisition costs that
increased statutory capital and surplus by approximately $0.2 billion as of December 31, 2015. There were no other permitted practices for the
Companys insurance subsidiaries that significantly differed from prescribed regulatory accounting practices.
PART II
ITEM 8. Financial Statements and Supplementary Data
The components of income taxes for the years ended December 31 were as follows:
2015
(In millions)
2014
2013
Current taxes
U.S. income taxes
1,076
93
1,068
115
382
77
60
49
42
1,229
1,232
501
22
10
152
(6)
(22)
46
(10)
(1)
21
(22)
197
1,250
1,210
698
Total income taxes for the years ended December 31 were different from the amount computed using the nominal federal income tax rate of 35%
for the following reasons:
2015
(In millions)
1,164
2014
$
1,156
2013
$
761
(67)
(74)
(42)
109
83
42
25
27
2
$
1,250
20
$
1,210
(48)
$
698
Consolidated pre-tax income from the Companys foreign operations was approximately 11% of the Companys pre-tax income in 2015, 10% in
2014 and 12% in 2013.
PART II
ITEM 8. Financial Statements and Supplementary Data
B.
(In millions)
2014
535
597
465
101
72
177
203
99
105
1,377
1,417
Other
Deferred tax assets before valuation allowance
Valuation allowance for deferred tax assets
440
(71)
(49)
1,306
1,368
765
755
152
298
Other
Total deferred tax liabilities
Net deferred income tax assets
C.
10
22
927
1,075
379
293
A reconciliation of unrecognized tax benefits for the years ended December 31 was as follows:
2015
(In millions)
Balance at January 1,
26
2014
$
17
2013
$
51
(35)
12
(2)
$
31
(3)
$
26
(5)
$
17
PART II
ITEM 8. Financial Statements and Supplementary Data
D.
deferred stock units. The Company issues shares from Treasury stock
for option exercises, awards of restricted stock grants and payment of
strategic performance shares, deferred stock units and restricted stock
units.
Compensation cost and related tax benefits for these awards were as follows:
2015
2014
$ 111
$ 24
$ 101
$ 12
(In millions)
Compensation cost
Tax benefits
2013
$
$
88
25
The Company had the following number of common stock shares available for award at December 31: 8.6 million in 2015, 10.3 million in 2014
and 13.2 million in 2013.
Stock options. The Company awards options to purchase the Companys common stock at the market price of the stock on the grant date.
Options vest over periods ranging from one to five years and expire no later than 10 years from grant date.
The table below shows the status of, and changes in, common stock options during the last three years:
(Options in thousands)
Outstanding January 1
Options
2015
Weighted Average
Exercise
Price
Options
2014
Weighted Average
Exercise
Price
Options
2013
Weighted Average
Exercise
Price
7,331
51.84
7,350
42.24
8,951
36.29
1,410
120.94
2,012
78.11
1,890
58.84
(2,146)
43.63
(1,869)
41.29
(3,107)
34.99
(162)
86.04
(162)
64.27
(384)
43.86
OUTSTANDING DECEMBER 31
6,433
68.86
7,331
51.84
7,350
42.24
3,414
46.55
3,919
38.11
4,217
35.84
Granted
Exercised
Expired or canceled
Compensation expense of $36 million related to unvested stock options at December 31, 2015 will be recognized over the next two years
(weighted average period).
The table below summarizes information for stock options exercised during the last three years:
2014
2013
$ 179
2015
$
84
$ 105
94
76
$ 109
33
19
(In millions)
23
PART II
ITEM 8. Financial Statements and Supplementary Data
The following table summarizes information for outstanding common stock options at December 31, 2015:
Options
Outstanding
Options
Exercisable
6,433
3,414
498
341
68.86
46.55
6.8
5.4
The weighted average fair value of options granted under employee incentive plans was $36.40 for 2015, $23.56 for 2014 and $19.84 for 2013
using the Black-Scholes option-pricing model and the assumptions presented in the following table.
Dividend yield
Expected volatility
Risk-free interest rate
Expected option life
The expected volatility reflects the Companys past daily stock price
volatility. The Company does not consider volatility implied in the
market prices of traded options to be a good indicator of future
volatility because remaining maturities of traded options are less than
one year. The risk-free interest rate is derived using the four-year U.S.
Treasury bond yield rate as of the award date for the primary grant.
Expected option life reflects the Companys historical experience.
Restricted stock. The Company awards restricted stock to its
employees or directors with vesting periods ranging from two to five
years. These awards are generally in one of two forms: restricted stock
grants or restricted stock units. Restricted stock grants are the most
2015
2014
2013
0.0%
0.1%
0.1%
35.0%
35.0%
40.0%
1.3%
1.3%
0.7%
4.3 years
4.3 years
4.5 years
widely used form and are used for substantially all U.S.-based
employees receiving such awards. Recipients of restricted stock grants
accumulate dividends and can vote during the vesting period, but
forfeit their awards and accumulated dividends if their employment
terminates before the vesting date. Awards of restricted stock units are
generally limited to overseas employees. A restricted stock unit
represents a right to receive a common share of stock when the unit
vests. Recipients of restricted stock units are entitled to accumulate
hypothetical dividends, but cannot vote during the vesting period.
They forfeit their units and accumulated dividends if their
employment terminates before the vesting date.
The table below shows the status of, and changes in, restricted stock grants and units during the last three years:
(Awards in thousands)
2015
Weighted Average
Fair Value at
Grants/Units
Award Date
Outstanding January 1
Awarded
Vested
Forfeited
OUTSTANDING DECEMBER 31
2013
Weighted Average
Fair Value at
Grants/Units
Award Date
2,121 $
53.59
2,844 $
41.56
4,064 $
35.00
352 $
121.93
454 $
78.99
525 $
59.36
(736) $
41.99
(1,065) $
32.34
(1,480) $
30.24
(95) $
68.31
(112) $
52.95
(265) $
39.46
1,642 $
72.58
2,121 $
53.59
2,844 $
41.56
The fair value of vested restricted stock was: $92 million in 2015,
$85 million in 2014 and $94 million in 2013.
At the end of 2015, approximately 3,900 employees held 1.6 million
restricted stock grants and units with $56 million of related
compensation expense to be recognized over the next two years
(weighted average period).
Strategic Performance Shares. The Company awards strategic
performance shares to executives and certain other key employees
generally with a performance period of three years. Strategic
2014
Weighted Average
Fair Value at
Grants/Units
Award Date
performance shares are divided into two broad groups: 50% are
subject to a market condition (total shareholder return relative to
industry peer companies) and 50% are subject to performance
conditions (2013 and 2014 awards: revenue growth and cumulative
adjusted net income; 2015 awards, cumulative adjusted net income).
These targets are set by the Committee. At the end of the performance
period, holders of strategic performance shares will be awarded
anywhere from 0 to 200% of the original grant of strategic
performance shares in Cigna common stock.
PART II
ITEM 8. Financial Statements and Supplementary Data
The table below shows the status of, and changes in, strategic performance shares during the last three years:
(Awards in thousands)
Outstanding January 1
2015
Weighted Average
Fair Value at
Grants/Units
Award Date
1,547
59.20
Awarded
Vested
1,572
2013
Weighted Average
Fair Value at
Grants/Units
Award Date
49.67
1,600
41.92
311
121.78
450
78.50
616
59.84
(608)
45.51
(397)
43.53
(448)
36.88
(62)
76.33
(78)
58.41
(196)
47.52
1,188
81.68
1,547
59.20
1,572
49.67
Forfeited
OUTSTANDING DECEMBER 31
2014
Weighted Average
Fair Value at
Grants/Units
Award Date
The fair value of vested strategic performance shares was $119 million
in 2015, $57 million in 2014 and $42 million in 2013.
At the end of 2015, approximately 1,300 employees held 1.2 million
strategic performance shares and $37 million of related compensation
(In millions)
Operating Lease
Payments
2016
2017
2018
2019
2020
2021 and thereafter
$
$
$
$
$
$
127
121
100
85
77
190
The Company also has capital lease arrangements. See Note 8 and Note 15 for further information on assets recorded under capital leases and the
related obligations.
PART II
ITEM 8. Financial Statements and Supplementary Data
For the years ended December 31, 2015, 2014 and 2013, the Company reported the following special item charges:
(In millions)
Year(1)
After-tax
Before-tax
2015
2015
2013
Debt extinguishment costs (Other operating expenses, see Note 15 for details)
Merger related transaction costs (Other operating expenses, see Note 3 for details)
Charge related to a reinsurance transaction (see Note 7 for details)
Other benefit expenses
Other operating expenses
Charge for a disability claims regulatory matter (see Note 23 for details)
Other benefit expenses
Other operating expenses
Charge for an organizational efficiency plan (Other operating expenses, see Note 6 for details)
Costs associated with a pharmacy benefit management (PBM) services agreement (Other operating expenses)(2)
$
$
$
65
57
507
$
$
$
51
$
$
40
24
$
$
2013
2013
2013
100
66
781
727
54
77
75
2
60
37
PART II
ITEM 8. Financial Statements and Supplementary Data
Summarized segment financial information for the years ended December 31, was as follows:
(In millions)
Global Health
Care
Global
Supplemental
Benefits
Group
Disability
and Life
Other
Operations
Corporate
Total
2015
Premiums
22,696
3,000
3,843
103
$29,642
4,357
46
91
13
(19)
4,488
340
103
337
369
1,153
2,536
2,536
29,929
3,149
4,271
485
(15)
37,819
43
57
29,972
3,149
4,276
494
(15)
37,876
526
31
26
585
27,028
2,849
3,796
374
502
34,549
2,944
300
480
120
(517)
3,327
1,150
33
152
40
(142)
1,233
1,794
267
328
80
(375)
2,094
(30)
(1)
(4)
(5)
(40)
84
(4)
80
65
65
57
57
(253)
$ 2,256
1,848
262
324
75
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
Global Health
Care
Global
Supplemental
Benefits
Group
Disability
and Life
Other
Operations
Corporate
Total
2014
Premiums
20,709
2,844
3,549
112
$27,214
4,005
52
86
14
(16)
4,141
337
109
335
384
1,166
2,239
2,239
27,290
3,005
3,970
510
(15)
34,760
79
22
15
35
154
27,369
3,008
3,992
525
20
34,914
513
50
22
588
24,610
2,734
3,513
413
340
31,610
2,759
274
479
112
(320)
3,304
1,059
41
148
33
(79)
1,202
1,700
233
331
79
(241)
2,102
(54)
(3)
(14)
(11)
(24)
(106)
106
13
119
(265)
$ 2,115
1,752
243
317
68
PART II
ITEM 8. Financial Statements and Supplementary Data
(In millions)
Global Health
Care
Global
Supplemental
Benefits
Group
Disability
and Life
Other
Operations
Corporate
Total
2013
Premiums
19,626
2,496
3,348
105
$25,575
3,518
43
78
(24)
(14)
3,601
325
100
321
408
10
1,164
1,827
1,827
25,296
2,639
3,747
489
(4)
32,167
113
62
35
213
25,409
2,642
3,809
524
(4)
32,380
529
50
14
597
22,957
2,412
3,387
1,120
328
30,204
2,452
230
422
(596)
(332)
2,176
862
50
123
(225)
(110)
700
1,590
180
299
(371)
(222)
1,476
(73)
(5)
(40)
(23)
(141)
127
17
144
(25)
(25)
24
24
507
507
51
51
31
40
(222)
$ 2,076
1,699
200
311
88
PART II
ITEM 8. Financial Statements and Supplementary Data
Revenue from external customers includes premiums, fees and other revenues, and mail order pharmacy revenues. The following table presents
these revenues by product type for the years ended December 31:
2015
2014
2013
Guaranteed cost
$ 4,761
$ 4,600
$ 4,463
Experience-rated
2,329
2,322
2,292
Stop loss
2,701
2,318
1,907
1,834
1,827
1,752
Dental
1,392
1,257
1,139
Medicare
6,142
5,660
5,639
Medicaid
1,102
515
317
Medicare Part D
1,589
1,405
1,387
846
805
730
22,696
20,709
19,626
4,107
3,767
3,307
26,803
24,476
22,933
Disability
1,899
1,767
1,616
5,054
4,739
4,322
2,536
2,239
1,827
374
373
305
$ 36,666
$ 33,594
$ 31,003
(In millions)
Medical
Premiums by product:
Other
Total
Foreign and U.S. revenues from external customers for the three years ended December 31 are shown below. In the periods shown, no foreign
country contributed more than 5% of consolidated revenues from external customers.
2015
(In millions)
U.S.
Foreign
TOTAL
33,185
2014
$
3,481
$
36,666
30,070
2013
$
3,524
$
33,594
27,868
3,135
31,003
The Company had net receivables from CMS of $1.5 billion as of December 31, 2015 and $0.8 billion as of December 31, 2014. These amounts
were included in premiums, accounts and notes receivable and reinsurance recoverables. Receivables from CMS included $0.4 billion as of
December 31, 2015 and $0.3 billion as of December 31, 2014 related to government risk mitigation programs in our Commercial business. As a
percentage of consolidated revenues, premiums and fees from CMS were 21% in 2015, 21% in 2014 and 22% in 2013. These amounts were
reported in the Global Health Care segment.
PART II
ITEM 8. Financial Statements and Supplementary Data
A.
B.
C.
PART II
ITEM 8. Financial Statements and Supplementary Data
D.
E.
PART II
ITEM 8. Financial Statements and Supplementary Data
Litigation Matters
Amara cash balance pension plan litigation. In December, 2001,
Janice Amara filed a class action lawsuit in the U.S. District Court for
the District of Connecticut against Cigna Corporation and the Cigna
Pension Plan (the Plan) on behalf of herself and other similarly
situated Plan participants affected by the 1998 conversion to a cash
balance formula. The plaintiffs allege various violations of the
Employee Retirement Income Security Act of 1974 (ERISA),
including that the Plans cash balance formula discriminates against
older employees; that the conversion resulted in a wear-away period
(when the pre-conversion accrued benefit exceeded the
post-conversion benefit); and that the Plan communications
contained inaccurate or inadequate disclosures about these
conditions.
In 2008, the District Court (1) affirmed the Companys right to
convert to a cash balance plan prospectively beginning in 1998;
(2) found for plaintiffs on the disclosure claim only; and (3) required
the Company to pay pre-1998 benefits under the pre-conversion
traditional annuity formula and post-1997 benefits under the
post-conversion cash balance formula. The Second Circuit upheld
this decision. From 2008 through the present, this case has undergone
a series of court proceedings that resulted in the original District
Court order being largely upheld. In 2015, the Company submitted
to the District Court its proposed method for calculating the
additional pension benefits due to class members and plaintiffs
responded in August 2015. In January 2016, the District Court
ordered the method of calculating the additional pension benefits due
to class members. Accordingly, management expects this lawsuit to be
resolved, and the Plan to be amended to comply with the District
Courts order, in 2016. The Companys reserve for this litigation
remains reasonable at December 31, 2015 based on a calculation
compliant with the court order.
Ingenix. In April 2004, the Company was sued in a number of
putative nationwide class actions alleging that the Company
improperly underpaid claims for out-of-network providers through
Regulatory Matters
CMS actions. In January 2016, CMS issued to the Company a
Notice of Imposition of Immediate Intermediate Sanctions (the
Notice). The Notice requires the Company to suspend certain
enrollment and marketing activities for its Medicare AdvantagePrescription Drug and Medicare Part D Plans. The sanctions do not
impact the ability of current enrollees to remain covered by the
Companys Medicare Advantage-Prescription Drug or Medicare
Part D Plans.
CMS imposed sanctions based on its finding of deficiencies with the
Companys operations of its Parts C and D appeals and grievances,
Part D formulary and benefit administration, and compliance
program. The Company is working to resolve these matters as quickly
as possible and is cooperating fully with CMS on its review. Based on
managements current expectations, the Company does not expect the
impact to its 2016 consolidated results of operations, financial
condition or cash flows to be material.
Disability claims regulatory matter. During the second quarter of
2013, the Company finalized an agreement with the Departments of
Insurance for Maine, Massachusetts, Pennsylvania, Connecticut and
California (together, the monitoring states) related to the
Companys long-term disability claims handling practices. Most other
jurisdictions have joined the agreement as participating,
non-monitoring states. The agreement requires, among other things:
(1) enhanced procedures related to documentation and disposition;
(2) a two-year monitoring period; and (3) reassessment of claims
denied or closed during a two-year prior period, except California that
has a three-year reassessment period. As previously disclosed, the
PART II
ITEM 8. Financial Statements and Supplementary Data
PART II
ITEM 8. Financial Statements and Supplementary Data
March 31
Dec. 31
Consolidated Results
2015
Total revenues
9,467
854
9,492
936
9,389
878
(1)
9,528
659
(2)
426(2)
533
588
547
Basic
2.08
2.30
2.14
1.66
Diluted
2.04
2.26
2.10
1.64
2014
Total revenues
8,496
8,733
8,757
8,928
853
901
818
732
528
573
534
467
Basic
1.96
2.16
2.04
1.80
Diluted
1.92
2.12
2.01
1.77
131.13
170.63
166.19
$ 148.51
100.68
124.30
125.61
$ 127.51
0.04
90.63
93.20
97.28
$ 105.73
75.37
73.47
87.33
85.75
0.04
2014
Price range of common stock high
low
Dividends declared per common share
(1) Shareholders net income includes an after-tax charge of $65 million for the early extinguishment of debt in the second quarter of 2015. See Note 15 to the Consolidated Financial Statements
for additional details.
(2) Shareholders net income includes after-tax charges of $29 million in the third quarter of 2015 and $28 million in the fourth quarter of 2015 for advisory, legal and other transactions costs
directly related to the Companys proposed merger with Anthem. See Note 3 to the Consolidated Financial Statements for additional details.
PART II
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
B.
PART III
ITEM 10. Directors and Executive Officers of the
Registrant
A. Directors of the Registrant
The information under the captions Corporate Governance Matters Process for Director Elections, Board of Directors Nominees,
Directors Who Will Continue in Office and Board Meetings and Committees (as it relates to Audit Committee disclosure) in Cignas
definitive proxy statement related to the 2016 annual meeting of shareholders is incorporated by reference.
PART III
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(b)
Weighted Average
Exercise Price Per
Share Of
Outstanding Options,
Warrants And Rights
(c) (3)
Securities Remaining
Available For Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
(2)
Plan Category
(a) (1)
Securities To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights
9,070,059
68.86
8,840,649
Total
9,070,059
68.86
8,840,649
(1) Includes, in addition to outstanding stock options, 159,498 restricted stock units, 102,376 deferred shares and 2,375,646 strategic performance shares, which are reported at the maximum
200% payout rate. Also includes 296,903 shares of common stock underlying stock option awards granted under the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan
which was approved by HealthSprings shareholders before Cignas acquisition of HealthSpring in January 2012.
(2) The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to Cignas acquisition of HealthSpring, Inc. have a weighted-average
exercise price of $17.86. Excluding these assumed options results in a weighted-average exercise price of $71.33.
(3) Includes 271,407 shares of common stock available as of the close of business December 31, 2015 for future issuance under the Cigna Directors Equity Plan and 8,569,242 shares of common
stock available as of the close of business on December 31, 2015 for future issuance under the Cigna Long-Term Incentive Plan.
The information under the captions Ownership of Cigna Common Stock Stock Held by Directors, Nominees and Executive Officers and
Ownership of Cigna Common Stock Stock Held by Certain Beneficial Owners in Cignas definitive proxy statement related to the 2016
annual meeting of shareholders is incorporated by reference.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a) (1) The following Financial Statements appear on pages 58
through 114:
PART IV
ITEM 15. Signatures
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CIGNA CORPORATION
Date:
By:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of February 25, 2016.
Signature
Title
David M. Cordani
/s/ THOMAS A. MCCARTHY
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Thomas A. McCarthy
/s/ MARY T. HOELTZEL
Mary T. Hoeltzel
/s/ ERIC J. FOSS
Director
Eric J. Foss
/s/ MICHELLE D. GASS
Director
Michelle D. Gass
/s/ ISAIAH HARRIS, JR.
Director
Director
Roman Martinez IV
/s/ JOHN M. PARTRIDGE
Director
John M. Partridge
/s/ JAMES E. ROGERS
Director
James E. Rogers
/s/ ERIC C. WISEMAN
Director
Eric C. Wiseman
/s/ DONNA F. ZARCONE
Director
Donna F. Zarcone
/s/ WILLIAM D. ZOLLARS
Director
William D. Zollars
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules ............................................FS-2
Schedules
I Summary of Investments Other Than Investments in Related Parties as of December 31, 2015 ................................FS-3
II Condensed Financial Information of Cigna Corporation (Registrant)............................................................................FS-4
III Supplementary Insurance Information ...........................................................................................................................FS-9
IV Reinsurance....................................................................................................................................................................FS-11
V Valuation and Qualifying Accounts and Reserves ..........................................................................................................FS-12
Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in
the financial statements or notes thereto.
PART IV
ITEM 15. Report of Independent Registered Public Accounting Firm on Financial Statement Schedules
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Type of Investment
Cost
(in millions)
Fixed maturities:
Bonds:
United States government and government agencies and authorities
States, municipalities and political subdivisions
Foreign governments
Public utilities
All other corporate bonds
Asset backed securities:
Mortgage-backed
Other asset-backed
Redeemable preferred stocks
528
1,496
1,870
1,648
12,364
779
1,641
2,014
1,743
12,695
Amount at
which shown in
the Consolidated
Balance Sheet
48
492
10
49
524
10
49
524
10
18,456
19,455
19,455
91
99
97
93
97
93
190
190
190
1,864
1,419
1,404
381
$
779
1,641
2,014
1,743
12,695
23,714
1,864
1,419
1,404
381
$
24,713
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(in millions)
2014
2013
Operating expenses:
Interest
Intercompany interest
246
258
264
100
Other
147
82
69
495
345
335
(495)
(345)
(335)
(135)
(89)
(109)
(360)
(256)
(226)
2,454
2,358
1,702
2,094
2,102
1,476
(202)
143
(410)
15
11
(212)
(144)
13
85
(426)
539
(314)
$
1,780
(416)
$
1,686
151
$
1,627
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(in millions)
2014
ASSETS:
Cash and cash equivalents
16
51
54
18,799
17,645
Intercompany
182
74
Other assets
497
526
TOTAL ASSETS
19,548
18,296
1,086
1,138
LIABILITIES:
Intercompany
Short-term debt
100
100
Long-term debt
4,910
4,858
Other liabilities
1,417
1,426
7,513
7,522
TOTAL LIABILITIES
SHAREHOLDERS EQUITY:
Common stock (shares issued, 296; authorized, 600)
Additional paid-in capital
74
74
2,859
2,769
(1,250)
(936)
Retained earnings
12,121
10,289
(1,769)
(1,422)
12,035
10,774
19,548
18,296
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
2013
2,094
1,476
2,102
(2,454)
(2,358)
(1,702)
880
1,648
506
Other liabilities
112
(73)
(245)
100
Other, net
Net cash provided by operating activities
Cash Flows from Investing Activities:
33
765
173
1,492
63
98
(54)
Other, net
Net cash provided by / (used in) investing activities
(14)
(68)
11
11
(161)
61
751
(100)
894
(938)
154
110
150
(10)
(11)
(11)
(671)
(732)
(1,612)
(1,452)
(1,003)
(213)
(35)
51
(115)
51
16
51
115
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Note 2 Short-term and long-term debt consisted of the following at December 31:
December 31, 2015
(In millions)
Short-term:
Commercial Paper
100
100
100
100
598
Long-term:
Uncollateralized debt:
$600 million, 2.75% Notes due 2016
$250 million, 5.375% Notes due 2017
249
249
131
131
250
254
253
(2)
303
302
304
301
743
741
100
100
17
17
892
299
298
82
82
498
498
295
295
743
743
(2)
4,910
4,858
(1) As explained in Note 1, in the fourth quarter of 2015, the Company retrospectively adopted ASU 2015-03 that requires debt issuance costs to be netted against the carrying value of the debt.
The impact on 2014 balances was not material.
(2) In 2014, the Company entered into interest rate swap contracts hedging a portion of these fixed-rate debt instruments.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
The Company may redeem the newly issued Notes, at any time, in
whole or in part, at a redemption price equal to the greater of:
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(In millions)
Segment
Deferred
policy
acquisition
costs
Future policy
benefits and
contractholder
deposit
funds
Medical claims
payable and
unpaid
claims
Unearned
premiums
11
169
2,355
145
1,593
3,006
353
453
1,714
4,012
13
54
13,033
215
18
(6)
1,659
17,922
6,929
629
17
1,437
1
47
182
2,785
1,662
13,443
2,180
339
3,844
222
(5)
155
431
15
20
1,502
18,072
6,580
621
20
1,323
1
51
197
2,525
1,615
13,439
2,050
305
3,739
260
(6)
116
419
23
22
1,395
17,776
6,348
580
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Premiums
(1)
Net
investment
income (2)
Benefit
expenses (1)(3)
Amortization
of deferred
policy
acquisition
expenses
Other
operating
expenses (4)
22,696
340
18,354
53
8,621
3,000
103
1,659
227
963
3,843
337
2,934
861
103
369
343
26
Other Operations
Corporate
TOTAL
Year Ended December 31, 2014:
Global Health Care
Global Supplemental Benefits
Group Disability and Life
Other Operations
Corporate
TOTAL
Year Ended December 31, 2013:
Global Health Care
Global Supplemental Benefits
Group Disability and Life
Other Operations
Corporate
TOTAL
502
29,642
1,153
23,290
286
10,973
20,709
2,844
3,549
112
337
109
335
384
1
16,694
1,544
2,716
380
73
209
1
6
7,843
981
796
27
340
27,214
1,166
21,334
289
9,987
19,626
2,496
3,348
105
325
100
321
408
10
15,867
1,310
2,621
1,067
69
178
1
7
7,021
924
765
46
328
25,575
1,164
20,865
255
9,084
(1) Amounts presented are shown net of the effects of reinsurance. See Note 7 to the Consolidated Financial Statements included in this Form 10-K.
(2) The allocation of net investment income is based upon the investment year method, the identification of certain portfolios with specific segments, or a combination of both.
(3) Benefit expenses include Global Health Care medical costs and other benefit expenses.
(4) Other operating expenses includes mail order pharmacy costs, other operating expenses, and net amortization of other intangible assets. It excludes amortization of deferred policy acquisition
expenses.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Gross amount
Ceded to other
companies
Assumed from
other companies
Net amount
Percentage
of amount
assumed to net
1,047,982
72,208
3,273
979,047
0.3%
2,657
4.0%
26,985
1.1%
29,642
1.3%
824,555
0.4%
TOTAL
TOTAL
29,812
335
235
$
879,508
570
106
294
$
58,133
400
3,180
2,302
24,913
320
283
32
570
2,014
25,200
1.6%
2.3%
27,215
603
602
27,214
2.2%
725,509
0.5%
26,926
2,886
781,053
59,003
3,459
2,140
23,401
279
264
28
549
1,889
23,686
1.5%
2.3%
25,541
543
577
25,575
2.3%
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Charged
(Credited)
to costs and
expenses
Charged
(Credited)
to other
accounts
12
(4)
101
(10)
(15)
(1)
75
49
14
71
Reinsurance recoverables
2014:
Investment asset valuation reserves: Commercial mortgage loans
Allowance for doubtful accounts: Premiums, accounts and notes receivable
Deferred tax asset valuation allowance
Reinsurance recoverables
2013:
Investment asset valuation reserves: Commercial mortgage loans
(1)
$
$
$
$
8
43
49
4
$
$
$
$
4
53
21
$
$
$
$
5
(21)
$
$
$
$
$
$
$
$
12
101
49
4
(3)
$
$
$
51
42
4
$
$
$
$
$
$
(2)
$
$
$
(6)
$
$
$
8
43
49
4
(In millions)
Description
Other
deductions(1)
Balance at
end of year
2015:
(1) Amounts for commercial mortgage loans primarily reflect charge-offs upon sales and repayments, as well as transfers to foreclosed real estate.
15
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Index to Exhibits
Number
2.1
3.1
Description
Agreement and Plan of Merger dated as of July 23, 2015 by and
among Cigna Corporation, Anthem Inc., and Anthem Merger Sub
Corp.
Restated Certificate of Incorporation of the registrant as last
amended October 28, 2011
Method of Filing
Filed as Exhibit 2.1 to the registrants 8-K filed on July 27, 2015
and incorporated herein by reference.
Filed as Exhibit 3.1 to the registrants Form 10-Q for the quarterly
period ended September 30, 2011 and incorporated herein by
reference.
3.2
By-Laws of the registrant as last amended and restated December 6,
Filed as Exhibit 3.2 to the registrants Form 10-K for the year ended
2012
December 31, 2012 and incorporated herein by reference.
4.1
(a) Indenture dated August 16, 2006 between Cigna Corporation and
Filed as Exhibit 4.1(a) to the registrants Form 10-K for the year
U.S. Bank National Association
ended December 31, 2012 and incorporated herein by reference.
(b) Supplemental Indenture No. 1 dated November 10, 2006 between
Filed as Exhibit 4.1(b) to the registrants Form 10-K for the year
Cigna Corporation and U.S. Bank National Association
ended December 31, 2012 and incorporated herein by reference.
(c) Supplemental Indenture No. 2 dated March 15, 2007 between Cigna Filed as Exhibit 4.1(c) to the registrants Form 10-Q for the
Corporation and U.S. Bank National Association
quarterly period ended March 31, 2011 and incorporated herein by
reference.
(d) Supplemental Indenture No. 3 dated March 7, 2008 between Cigna
Filed as Exhibit 4.1 to the registrants Form 8-K on March 10, 2008
Corporation and U.S. Bank National Association
and incorporated herein by reference.
(f ) Supplemental Indenture No. 5 dated May 17, 2010 between Cigna
Filed as Exhibit 99.2 to the registrants Form 8-K on May 28, 2010
Corporation and U.S. Bank National Association
and incorporated herein by reference.
(g) Supplemental Indenture No. 6 dated December 8, 2010 between
Filed as Exhibit 99.2 to the registrants Form 8-K on December 9,
Cigna Corporation and U.S. Bank National Association
2010 and incorporated herein by reference.
(h) Supplemental Indenture No. 7 dated March 7, 2011 between Cigna
Filed as Exhibit 99.2 to the registrants Form 8-K on March 8, 2011
Corporation and U.S. Bank National Association
and incorporated herein by reference.
(i) Supplemental Indenture No. 8 dated November 10, 2011 between
Filed as Exhibit 4.1 to the registrants Form 8-K on November 14,
Cigna Corporation and U.S. Bank National Associated
2011 and incorporated herein by reference.
(j) Supplemental Indenture No. 9 dated as of March 20, 2015, between
Filed as Exhibit 4.1 to the registrants Form 8-K on March 26, 2015
Cigna Corporation and U.S. Bank National Association, as trustee.
and incorporated herein by reference.
4.2
Indenture dated January 1, 1994 between Cigna Corporation and
Filed as Exhibit 4.2 to the registrants Form 10-K for the year ended
Marine Midland Bank
December 31, 2009 and incorporated herein by reference.
4.3
Indenture dated June 30, 1988 between Cigna Corporation and
Filed as Exhibit 4.3 to the registrants Form 10-K for the year ended
Bankers Trust
December 31, 2009 and incorporated herein by reference.
Exhibits 10.1 through 10.31 are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.
10.1
Deferred Compensation Plan for Directors of Cigna Corporation, as
Filed as Exhibit 10.1 to the registrants Form 10-K for the year
amended and restated January 1, 1997
ended December 31, 2011 and incorporated herein by reference.
10.2
Deferred Compensation Plan of 2005 for Directors of Cigna
Filed as Exhibit 10.2 to the registrants Form 10-K for the year
Corporation, Amended and Restated effective April 28, 2010
ended December 31, 2010 and incorporated herein by reference.
10.3
Cigna Corporation Non-Employee Director Compensation Program
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
amended and restated effective February 26, 2014
period ended March 31, 2014 and incorporated herein by reference.
10.4
Cigna Restricted Share Equivalent Plan for Non-Employee Directors
Filed as Exhibit 10.4 to the registrants Form 10-K for the year
as amended and restated effective January 1, 2008
ended December 31, 2012 and incorporated herein by reference.
10.5
Cigna Corporation Director Equity Plan
Filed as Exhibit 10.3 to the registrants Form 10-Q for the quarterly
period ended March 31, 2010 and incorporated herein by reference.
10.6
Cigna Corporation Stock Plan, as amended and restated through July Filed as Exhibit 10.7 to the registrants Form 10-K for the year
2000
ended December 31, 2009 and incorporated herein by reference.
10.7
(a) Cigna Stock Unit Plan, as amended and restated effective July 22,
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
2008
period ended September 30, 2008 and incorporated herein by
reference.
(b) Amendment No. 1 to the Cigna Stock Unit Plan, as amended and
Filed as Exhibit 10.3 to the registrants Form 10-Q for the quarterly
restated effective July 22, 2008
period ended June 30, 2010 and incorporated herein by reference.
10.8
Cigna Executive Severance Benefits Plan as amended and restated
Filed as Exhibit 10.2 to the registrants Form 10-Q for the quarterly
effective April 27, 2010
period ended June 30, 2010 and incorporated herein by reference.
10.9
Description of Severance Benefits for Executives in Non-Change of
Filed as Exhibit 10.10 to the registrants Form 10-K for the year
Control Circumstances
ended December 31, 2009 and incorporated herein by reference.
10.10
Cigna Executive Incentive Plan amended and restated as of
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
January 1, 2012
period ended March 31, 2012 and incorporated herein by reference.
10.11 (a) Cigna Long-Term Incentive Plan as amended and restated effective as Filed as Exhibit 10.2 to the registrants Form 10-Q for the quarterly
of April 28, 2010
period ended March 31, 2010 and incorporated herein by reference.
(b) Amendment No. 1 to the Cigna Long-Term Incentive Plan as
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
amended and restated effective as of April 28, 2010
period ended June 30, 2010 and incorporated herein by reference.
(c) Amendment No. 2 to the Cigna Long-Term Incentive Plan as
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
amended and restated effective as of April 28, 2010
period ended March 31, 2011 and incorporated herein by reference.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Number
10.12
10.13
10.14
(a)
(b)
(c)
10.15
(a)
(b)
Description
Cigna Deferred Compensation Plan, as amended and restated
October 24, 2001
Cigna Deferred Compensation Plan of 2005 effective as of
January 1, 2005
Cigna Supplemental Pension Plan as amended and restated effective
August 1, 1998
Amendment No. 1 to the Cigna Supplemental Pension Plan,
amended and restated effective as of September 1, 1999
Amendment No. 2 dated December 6, 2000 to the Cigna
Supplemental Pension
Cigna Supplemental Pension Plan of 2005 effective as of January 1,
2005
Amendment No. 1 to the Cigna Supplemental Pension Plan of 2005
10.16
10.17
10.18
10.23
10.24
10.25
10.19
10.20
10.21
10.22
10.26
(a) Retention Agreement with Herbert Fritch dated October 24, 2011
(b) Agreement dated December 7, 2011 with Herbert Fritch
(c) Retention Agreement with Herbert Fritch dated September 15, 2014.
10.27
10.28
10.29
10.30
10.31
10.32
12
21
23
31.1
31.2
Method of Filing
Filed as Exhibit 10.14 to the registrants Form 10-K for the year
ended December 31, 2011 and incorporated herein by reference.
Filed as Exhibit 10.15 to the registrants Form 10-K for the year
ended December 31, 2012 and incorporated herein by reference.
Filed as Exhibit 10.15(a) to the registrants Form 10-K for the year
ended December 31, 2009 and incorporated herein by reference.
Filed as Exhibit 10.15(b) to the registrants Form 10-K for the year
ended December 31, 2009 and incorporated herein by reference.
Filed as Exhibit 10.16(c) to the registrants Form 10-K for the year
ended December 31, 2011 and incorporated herein by reference.
Filed as Exhibit 10.15 to the registrants Form 10-K for the year
ended December 31, 2007 and incorporated herein by reference.
Filed as Exhibit 10.1 to the registrants Form 10-Q for the quarterly
period ended June 30, 2009 and incorporated herein by reference.
Filed as Exhibit 10.17 to the registrants Form 10-K for the year
ended December 31, 2009 and incorporated herein by reference.
Filed as Exhibit 10.18 to the registrants Form 10-K for the year
ended December 31, 2009 and incorporated herein by reference.
Filed as Exhibit 10.2 to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.3 to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.4 to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.5 to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.20 to the registrants Form 10-K for the year
ended December 31, 2008 and incorporated herein by reference.
Filed as Exhibit 10.2 to the registrants Form 10-Q for the period
ended March 31, 2012 and incorporated herein by reference.
Filed as Exhibit 10.1 to the registrants Form 8-K filed on June 4,
2014 and incorporated herein by reference.
Filed as Exhibit 10.1 to the registrants Form 8-K filed on May 13,
2013 and incorporated herein by reference.
Filed as Exhibit 10.1 to the registrants Form 10-Q for the period
ended March 31, 2013 and incorporated herein by reference.
Filed as Exhibit 10.2 to the registrants Form 10-Q for the period
ended March 31, 2013 and incorporated herein by reference.
Filed as Exhibit 10.1 to the registrants Form 8-K filed on
September 19, 2014 and incorporated herein by reference.
Filed as Exhibit 10.3 to the registrants Form 10-Q for the period
ended March 31, 2013 and incorporated herein by reference.
Filed as Exhibit 10.4 to the registrants Form 10-Q for the period
ended March 31, 2013 and incorporated herein by reference.
Filed as Exhibit 10.5 to the registrants Form 10-Q for the period
ended March 31, 2013 and incorporated herein by reference.
Filed as Exhibit 10.1(a) to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.1(b) to the registrants Form 10-Q for the period
ended March 31, 2015 and incorporated herein by reference.
Filed as Exhibit 10.29 to the registrants Form 10-K for the year
ended December 31, 2012 and incorporated herein by reference.
Filed
Filed
Filed
Filed
herewith.
herewith.
herewith.
herewith.
Filed herewith.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Number
32.1
32.2
101
Description
Certification of Chief Executive Officer of Cigna Corporation
pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
Section 1350
Certification of Chief Financial Officer of Cigna Corporation
pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
Section 1350
The following materials from Cigna Corporations Annual Report on
Form 10-K for the year ended December 31, 2015, formatted in
XBRL (Extensible Business Reporting Language): (i) the
Consolidated Balance Sheets; (ii) the Consolidated Statements of
Income; (iii) the Consolidated Statements of Comprehensive Income;
(iv) the Consolidated Statements of Cash Flows; (v) the Consolidated
Statements of Changes in Total Equity; (vi) the Notes to
Consolidated Financial Statements and (vii) Financial Statement
Schedules I, II, III, IV and V.
Method of Filing
Furnished herewith.
Furnished herewith.
Filed herewith.
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted
schedule upon request.
The registrant will furnish to the Commission upon request of any other instruments defining the rights of holders of long-term debt.
Shareholders may obtain copies of exhibits by writing to Cigna Corporation, Shareholder Services Department, 1601 Chestnut Street,
Philadelphia, PA 19192.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
2015
2014
2013
2012
2011
$ 3,327
$ 3,304
$ 2,176
$ 2,477
$ 1,876
(18)
(17)
(10)
(15)
Adjustments:
(Income) loss from equity investee
(Income) loss attributable to noncontrolling interests
Income before income taxes, as adjusted
17
(3)
(1)
(1)
$ 3,347
$ 3,291
$ 2,156
$ 2,466
$ 1,860
252
265
270
268
202
54
50
38
43
38
307
318
313
315
245
$ 3,654
$ 3,609
$ 2,469
$ 2,781
$ 2,105
11.9
11.3
7.9
8.8
8.6
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Jurisdiction
Montana
Montana
Ohio
Montana
Maryland
Pennsylvania
Ohio
Ohio
China
Delaware
Bermuda
Connecticut
Belgium
California
Texas
Minnesota
Delaware
Delaware
Thailand
United Kingdom
Delaware
China
California
Colorado
Delaware
Florida
Illinois
Kansas
Kentucky
Maryland
Missouri
New Jersey
North Carolina
Ohio
Pennsylvania
Texas
Virginia
Arizona
Florida
Belgium
Belgium
United Kingdom
Turkey
Delaware
Guernsey, C.I
Bermuda
Connecticut
Delaware
Delaware
India
Colorado
Maryland
Arizona
California
Colorado
Connecticut
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Entity Name
Jurisdiction
Florida
Georgia
Illinois
Indiana
Maine
Massachusetts
New Hampshire
New Jersey
North Carolina
Pennsylvania
South Carolina
Missouri
Tennessee
Texas
Utah
Hong Kong
Delaware
Delaware
Hong Kong
Thailand
United Kingdom
Delaware
Delaware
Kenya
Malaysia
Belgium
Florida
Australia
Delaware
Delaware
Korea
Bermuda
United Kingdom
Canada
Belgium
New York
New Zealand
Delaware
Malta
Netherlands
Netherlands
Netherlands
United Kingdom
Bermuda
Delaware
Bahrain
Belgium
Taiwan
India
United Kingdom
United Kingdom
Hong Kong
Delaware
Hong Kong
Connecticut
Connecticut
United Kingdom
Illinois
New Jersey
New Hampshire
Delaware
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Entity Name
HealthSpring of Alabama, Inc
HealthSpring of Florida, Inc.
HealthSpring Life & Health Insurance Company, Inc.
HealthSpring of Tennessee, Inc.
KDM Thailand Limited
Life Insurance Company of North America
LINA Financial Service
LINA Life Insurance Company of Korea
Loyal American Life Insurance Company
MCC Independent Practice Association of New York, Inc.
NewQuest, LLC
NewQuest Management Northeast, LLC
Olympic Health Management Services, Inc.
Provident American Life and Health Insurance Company
PT Asuransi Cigna
Qualcare Alliance Networks, Inc.
Qualcare Captive Insurance Company Inc. PCC
Qualcare Management Resources Limited Liability Company
Qualcare, Inc.
RHP (Thailand) Limited
Scibal Associates, Inc.
Sterling Life Insurance Company
Tel Drug, Inc.
Tel Drug of Pennsylvania, LLC
Temple Insurance Company Limited
United Benefit Life Insurance Company
Vielife Holdings Limited
Vielife Limited
Jurisdiction
Alabama
Florida
Texas
Tennessee
Thailand
Pennsylvania
Korea
Korea
Ohio
New York
Texas
Delaware
Washington
Ohio
Indonesia
New Jersey
New Jersey
New Jersey
New Jersey
Thailand
New Jersey
Illinois
South Dakota
Pennsylvania
Bermuda
Ohio
United Kingdom
United Kingdom
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
2.
3.
4.
b)
5.
c)
d)
b)
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
2.
3.
4.
b)
Date:
5.
c)
d)
b)
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
PART IV
ITEM 15. Exhibits and Financial Statement Schedules