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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2019

 

OR

 

o 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 1-08323

 

Cigna Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		82-4991898
(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
Registrant’s telephone number, including area code
(860) 226-6741 or (215) 761-5511
Registrant’s facsimile number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark					YES		NO
·   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.					þ		o
·   whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).					þ		o
·   whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller Reporting Company o		Emerging growth company   o
·     If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
·     whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).					o		þ

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01		CI		New York Stock Exchange, Inc.

 

As of April 15, 2019, 379,457,650 shares of the issuer’s common stock were outstanding.

 

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Cigna Corporation

 

TABLE OF CONT ENTS

 

PART I	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Balance Sheets	3
	Consolidated Statements of Changes in Total Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to the Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4.	Controls and Procedures	63
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	63
Item 1. A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 6.	Exhibits	64
SIGNATURE		65

 

 

As used herein, “Cigna” or the “Company” refers to one or more of Cigna Corporation and its consolidated subsidiaries.

 

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Part I.   FINANCIAL INFORMATION

 

 

 

 

 

Item 1.    FINANCIAL STATEMENTS

 

 

Cigna Corporation

Consolidated Statements of Income

 

		Unaudited
		Three Months Ended
		March 31,
(In millions, except per share amounts)		2019			2018
Revenues
Pharmacy revenues		$	25,179		$	717
Premiums		9,971			8,999
Fees and other revenues		2,450			1,368
Net investment income		346			329
TOTAL REVENUES		37,946			11,413
Benefits and expenses
Pharmacy and other service costs		24,050			561
Medical costs and other benefit expenses		7,620			6,772
Selling, general and administrative expenses		3,303			2,745
Amortization of acquired intangible assets		743			27
TOTAL BENEFITS AND EXPENSES		35,716			10,105
Income from operations		2,230			1,308
Interest expense and other		(452)			(57)
Net realized investment gains (losses)		10			(33)
Income before income taxes		1,788			1,218
TOTAL INCOME TAXES		416			301
Net income		1,372			917
Less:  net income attributable to noncontrolling interests		4			2
SHAREHOLDERS’ NET INCOME		$	1,368		$	915
Shareholders’ net income per share
Basic		$	3.61		$	3.78
Diluted		$	3.56		$	3.72

 

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

 

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Cigna Corporation

Consolidated Statements of Comprehensive Income

 

		Unaudited
		Three Months Ended
		March 31,
(In millions)		2019			2018
Shareholders’ net income		$	1,368		$	915
Shareholders’ other comprehensive income, net of tax
Net unrealized appreciation (depreciation), securities and derivatives		442			(284)
Net translation of foreign currencies		(24)			45
Postretirement benefits liability adjustment		11			13
Shareholders’ other comprehensive income (loss), net of tax		429			(226)
Shareholders’ comprehensive income		1,797			689
Comprehensive income (loss) attributable to noncontrolling interests
Net income attributable to redeemable noncontrolling interests		3			2
Net income attributable to other noncontrolling interests		1			-
Other comprehensive (loss) attributable to redeemable noncontrolling interests		(2)			(2)
Total comprehensive income attributable to noncontrolling interests		2			-
TOTAL COMPREHENSIVE INCOME		$	1,799		$	689

 

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

 

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Cigna Corporation

Consolidated Balance Sheets

 

		Unaudited
		As of				As of
		March 31,				December 31,
(In millions, except per share amounts)		2019				2018
Assets
Cash and cash equivalents		$	4,976			$		3,855
Investments		1,662				2,045
Accounts receivable, net		10,941				10,473
Inventories		2,382				2,821
Other current assets		1,175				1,236
Total current assets		21,136				20,430
Long-term investments		27,257				26,929
Reinsurance recoverables		5,385				5,507
Deferred policy acquisition costs		2,817				2,821
Property and equipment		4,523				4,562
Goodwill		44,537				44,505
Other intangible assets		38,338				39,003
Other assets		2,276				1,630
Separate account assets		8,079				7,839
TOTAL ASSETS		$		154,348		$	153,226
Liabilities
Current insurance and contractholder liabilities		$		7,060		$	6,801
Pharmacy and service costs payable		11,145				10,702
Accounts payable		4,488				4,366
Accrued expenses and other liabilities		7,361				7,071
Short-term debt		2,915				2,955
Total current liabilities		32,969				31,895
Non-current insurance and contractholder liabilities		20,043				19,974
Deferred tax liabilities, net		9,403				9,453
Other non-current liabilities		3,832				3,470
Long-term debt		37,571				39,523
Separate account liabilities		8,079				7,839
TOTAL LIABILITIES		111,897				112,154
Contingencies — Note 16
Redeemable noncontrolling interests		38				37
Shareholders’ equity
Common stock (1)		4				4
Additional paid-in capital		27,855				27,751
Accumulated other comprehensive loss		(1,282)				(1,711)
Retained earnings		16,426				15,088
Less:  treasury stock, at cost		(595)				(104)
TOTAL SHAREHOLDERS’ EQUITY		42,408				41,028
Other noncontrolling interests		5				7
Total equity		42,413				41,035
Total liabilities and equity		$	154,348			$		153,226
SHAREHOLDERS’ EQUITY PER SHARE		$	111.52			$		107.71

 

(1) Par value per share, $0.01; shares issued, 384 million as of March 31, 2019 and 381 million as of December 31, 2018; authorized shares; 600 million.

 

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

 

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Cigna Corporation

Consolidated Statements of Changes in Total Equity

 

Unaudited Three Months Ended March 31, 2019 (In millions)		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive (Loss)			Retained Earnings			Treasury Stock			Shareholders’ Equity			Other Non- controlling Interests			Total Equity			Redeemable Non- controlling Interests
Balance at December 31, 2018		$	4		$	27,751		$	(1,711)		$	15,088		$	(104)		$	41,028		$	7		$	41,035		$	37
Cumulative effect of adopting new lease accounting guidance (ASU 2016-02) (1)											(15)						(15)						(15)
Effect of issuing stock for employee benefit plans					104									(29)			75						75
Other comprehensive income (loss)								429									429						429			(2)
Net income											1,368						1,368			1			1,369			3
Common dividends declared (per share:  $0.04)											(15)						(15)						(15)
Repurchase of common stock														(462)			(462)						(462)
Other transactions impacting noncontrolling interests																	-			(3)			(3)			-
Balance at March 31, 2019		$	4		$	27,855		$	(1,282)		$	16,426		$	(595)		$	42,408		$	5		$	42,413		$	38
Three Months Ended March 31, 2018 (In millions)		Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive (Loss)			Retained Earnings			Treasury Stock			Shareholders’ Equity			Other Non- controlling Interests			Total Equity			Redeemable Non- controlling Interests
Balance at December 31, 2017		$	74		$	2,940		$	(1,082)		$	15,800		$	(4,021)		$	13,711		$	-		$	13,711		$	49
Cumulative effect of accounting for financial instruments and hedging								(10)			68						58						58
Reclassification adjustment related to U.S. tax reform legislation								(229)			229						-						-
Effect of issuing stock for employee benefit plans					23						(69)			68			22						22
Other comprehensive (loss)								(226)									(226)						(226)			(2)
Net income											915						915						915			2
Common dividends declared (per share:  $0.04)											(10)						(10)						(10)
Repurchase of common stock														(275)			(275)						(275)
Other transactions impacting noncontrolling interests																	-						-
Balance at March 31, 2018		$	74		$	2,963		$	(1,547)		$	16,933		$	(4,228)		$	14,195		$	-		$	14,195		$	49

 

(1)  See Note 2 for further information about the Company’s adoption of new leasing guidance (ASU 2016-02).

 

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

 

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Cigna Corporation

Consolidated Statements of Cash Flows

 

		Unaudited
		Three Months Ended March 31,
(In millions)		2019			2018
Cash Flows from Operating Activities
Net income		$	1,372		$	917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		897			140
Realized investment (gains) losses, net		(10)			33
Deferred income tax (benefit) expense		(162)			9
Net changes in assets and liabilities, net of non-operating effects:
Accounts receivable		(396)			(53)
Inventories		440			94
Deferred policy acquisition costs		(51)			(76)
Reinsurance recoverable and other assets		124			51
Insurance liabilities		360			849
Pharmacy and service costs payable		444			(124)
Accounts payable and accrued expenses and other liabilities		91			193
Other, net		83			(8)
NET CASH PROVIDED BY OPERATING ACTIVITIES		3,192			2,025
Cash Flows from Investing Activities
Proceeds from investments sold:
Debt and equity securities		1,471			499
Investment maturities and repayments:
Debt and equity securities		319			297
Commercial mortgage loans		89			28
Other sales, maturities and repayments (primarily short-term and other long-term investments)		367			112
Investments purchased or originated:
Debt and equity securities		(1,088)			(2,259)
Commercial mortgage loans		(95)			(68)
Other (primarily short-term and other long-term investments)		(388)			(206)
Property and equipment purchases, net		(194)			(103)
Acquisitions, net of cash acquired		(6)			-
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		475			(1,700)
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds		247			292
Withdrawals and benefit payments from contractholder deposit funds		(251)			(306)
Net change in short-term debt		(1,048)			(3)
Repayment of long-term debt		(1,000)			(131)
Repurchase of common stock		(462)			(310)
Issuance of common stock		53			20
Other, net		(73)			(92)
NET CASH (USED IN) FINANCING ACTIVITIES		(2,534)			(530)
Effect of foreign currency rate changes on cash and cash equivalents		(12)			4
Net increase (decrease) in cash and cash equivalents		1,121			(201)
Cash and cash equivalents, January 1,		3,855			2,972
Cash and cash equivalents, March 31,		$	4,976		$	2,771
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds		$	29		$	31
Interest paid		$	377		$	46

 

The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.

 

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CIGNA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

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Note Number	Footnote	Page
BUSINESS AND CAPITAL STRUCTURE
1	Description of Business	7
2	Summary of Significant Accounting Policies	8
3	Accounts Receivable, Net	9
4	Mergers and Acquisitions	9
5	Earnings Per Share	10
6	Debt	11
INSURANCE INFORMATION
7	Insurance and Contractholder Liabilities	12
8	Reinsurance	15
INVESTMENTS
9	Investments	17
10	Fair Value Measurements	21
11	Variable Interest Entities	27
12	Accumulated Other Comprehensive Income (Loss)	28
WORKFORCE MANAGEMENT AND COMPENSATION
13	Pension and Other Postretirement Benefit Plans	28
PROPERTY, LEASES AND OTHER ASSET BALANCES
14	Leases	29
COMPLIANCE, REGULATION AND CONTINGENCIES
15	Income Taxes	31
16	Contingencies and Other Matters	31
17	Condensed Consolidating Financial Information	34
RESULTS DETAILS
18	Segment Information	41

 

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Note 1 — Description of Business

 

Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as “Cigna,” the “Company,” “we,” “our” or “us”) is a global health service organization dedicated to a mission of helping those we serve improve their health, well-being and peace of mind.  Our evolved strategy in support of our mission is Go Deeper, Go Local, Go Beyond using a differentiated set of pharmacy, medical, dental, disability, life and accident insurance and related products and services offered by our subsidiaries.

 

The majority of these products are offered through employers and other groups such as governmental and non-governmental organizations, unions and associations.  Cigna also offers commercial health and dental insurance, Medicare and Medicaid products and health, life and accident insurance coverages to individuals in the United States and selected international markets.  In addition to these ongoing operations, Cigna also has certain run-off operations.

 

As described more fully in Note 4, o n December 20, 2018, Cigna completed the acquisition of Express Scripts Holding Company (“Express Scripts”).  As a result, our segments have changed as described below, effective in the fourth quarter of 2018.  Prior year f inancial data presented in this Form 10-Q has been restated to reflect this new segment presentation.

 

Health Services includes pharmacy benefits management, pharmacy home delivery and certain medical management services.  This segment includes Express Scripts’ business from the date of acquisition with the exception of Express Scripts’ Medicare Part D business that is reported in the Government operating segment.

 

Integrated Medical offers a variety of medical solutions to employers and individuals.

 

·	The Commercial operating segment serves employers (also referred to as “clients”) and their employees (also referred to as “customers”) and other groups.  This segment provides deeply integrated medical and specialty offerings including medical, pharmacy, dental, behavioral health and vision, health advocacy programs and other products and services to insured and self-insured clients.
·	The Government operating segment offers Medicare Advantage, Medicare Supplement, and Medicare Part D plans to Medicare-eligible beneficiaries as well as Medicaid plans.  This operating segment also offers health insurance coverage to individual customers both on and off public exchanges.  This segment includes the acquired Express Scripts’ Medicare Part D business.

 

International Markets includes supplemental health, life and accident insurance products and health care coverage in our international markets as well as health care benefits to globally mobile employees of multinational organizations.

 

The remainder of our business operations are reported in Group Disability and Other, consisting of the following:

 

·	Group Disability and Life provides group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.
·	Corporate-Owned Life Insurance (“COLI”) offers permanent insurance contracts sold to corporations to provide coverage on the lives of certain employees for the purpose of financing employer-paid future benefit obligations.
·	Run-off businesses:
	·	Reinsurance: predominantly comprised of guaranteed minimum death benefit (“GMDB”) and guaranteed minimum income benefit (“GMIB”) business effectively exited through reinsurance with Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire”) in 2013.
	·	Settlement Annuity business in run-off.
	·	Individual Life Insurance and Annuity and Retirement Benefits Businesses: deferred gains from the sales of these businesses.
	·	Certain international run-off businesses

 

Corporate reflects amounts not allocated to operating segments, including interest expense, net investment income on investments not supporting segment and other operations, interest on uncertain tax positions, certain litigation matters, expense associated with our frozen pension plans, severance, certain enterprise-wide projects and intersegment eliminations for products and services sold between segments.  Prior to 2019, compensation cost for stock options was also included in Corporate.  Beginning in the first quarter of 2019, this cost is recorded by the segments.

 

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Note 2 — Summary of Significant Accounting Policies

 

Basis of Presentation

 

The Consolidated Financial Statements include the accounts of Cigna Corporation and its consolidated subsidiaries.  Intercompany transactions and accounts have been eliminated in consolidation.  These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  The Company adopted Article 5 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”) effective December 31, 2018 in conjunction with the acquisition of Express Scripts.  As a result, the Company now presents current assets and liabilities on its balance sheet.  The Company reclassified realized investment gains (losses) from revenue and now reports them below income from operations with interest expense in our Consolidated Statements of Income, in conformity with Article 5.  Prior years’ information was reclassified to conform to this new presentation.

 

Amounts recorded in the Consolidated Financial Statements necessarily reflect management’s estimates and assumptions about medical costs, investment and receivable valuations, interest rates and other factors.  Significant estimates are discussed throughout these Notes; however, actual results could differ from those estimates.  The impact of a change in estimate is generally included in earnings in the period of adjustment.

 

These interim Consolidated Financial Statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of financial position and results of operations for the periods reported.  The interim Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes included in the 2018 Annual Report on Form 10-K (“2018 Form 10-K”).  The preparation of interim Consolidated Financial Statements necessarily relies heavily on estimates.  This and certain other factors, including the seasonal nature of portions of the health care and related benefits business, as well as competitive and other market conditions, call for caution in estimating full-year results based on interim results of operations.

 

Recent Accounting Pronouncements

 

The 2018 Form 10-K includes discussion of significant recent accounting pronouncements that either have impacted or may impact our financial statements in the future.  The following information provides updates on recently adopted or recently issued accounting pronouncements that have occurred since the Company filed its 2018 Form 10-K.

 

Recently Adopted Accounting Guidance

 

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases¸ as of January 1, 2019 (the adoption date) on a modified retrospective basis for leases in effect as of and after the adoption date.  This new guidance requires balance sheet recognition of assets and liabilities arising from leases, as well as additional disclosures regarding the amount, timing and uncertainty of cash flows from leases.  The Company implemented a new lease system and corresponding internal controls to administer our leases and facilitate compliance with this new standard.

 

The Company elected the practical expedient package, allowing the Company to carry forward the assessment of 1) whether our contracts contain or are leases, 2) lease classification and 3) whether previously capitalized costs continue to qualify as initial direct costs.  Upon adoption, the Company recognized new right-of-use assets and lease liabilities related to our operating leases, because finance (capital) leases were already reflected on the Company’s Consolidated Balance Sheets.  The impact of adoption on the Company’s net assets and retained earnings was not material, nor was there a material impact on our Consolidated Statements of Income or Cash Flows.  See Note 14 for additional disclosures about the Company’s leases.

 

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Accounting Guidance Not Yet Adopted

 

Accounting Standard and Effective Date		Requirements and Expected Effects of New Guidance Not Yet Adopted
Measurement of Credit Losses on Financial Instruments (ASU 2016-13)     Required as of January 1, 2020		Requires:   · A new approach using expected credit losses to estimate and recognize credit losses for certain financial instruments (such as mortgage loans, reinsurance recoverables and other receivables) when such instruments are first originated or acquired. · Changes in the criteria for impairment of available-for-sale debt securities · Adoption using a modified retrospective approach with a cumulative-effect adjustment recorded in retained earnings   Expected effects:   · The Company is continuing to evaluate this new standard and its expected effects on our financial statements and disclosures.  We will adopt the standard as of January 1, 2020. · An additional allowance for future expected credit losses for certain financial instruments will be required at adoption.

 

 

Note 3 — Accounts Receivable, Net

 

The following amounts were included within accounts receivable, net of our allowance for doubtful accounts, customer credit allowances and contractual allowances that, in the aggregate, were $456 million as of March 31, 2019 and $217 million as of December 31, 2018:

 

(In millions)		March 31, 2019			December 31, 2018
Insurance customer receivables		$	2,261		$	1,888
Noninsurance customer receivables		4,635			4,988
Pharmaceutical manufacturers receivable (1)		3,682			3,321
Other receivables		363			276
Total accounts receivable, net		$	10,941		$	10,473

 

(1)  Includes $624 million at March 31, 2019 and $406 million at December 31, 2018 of receivables under noninsurance customer contracts.

 

Note 4 — Mergers and Acquisitions

 

A. Acquisition of Express Scripts

 

On December 20, 2018, Cigna acquired Express Scripts through a series of mergers (collectively, the “Merger”).  Cigna Holding Company (formerly named Cigna Corporation and referred to as “Old Cigna”) and Express Scripts each merged with and into a wholly-owned subsidiary of Cigna.  As a result of these transactions, Cigna became the parent of the combined company.  Our 2018 Form 10-K includes detailed disclosures of merger consideration, purchase price allocation and intangible assets identified in this transaction.  The purchase price allocation was based on management’s preliminary estimates of their fair values and may change as additional information becomes available.  For the three months ended March 31, 2019, there were no changes to the purchase price allocation.

 

B. Integration and Transaction-related Costs

 

The Company incurred integration and transaction costs related to Express Scripts, the terminated merger with Anthem, Inc. (“Anthem”) and other transactions of $136 million pre-tax ($108 million after-tax) for the three months ended March 31, 2019, compared with $60 million pre-tax ($50 million after-tax) for the three months ended March 31, 2018.  These costs consisted

 

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primarily of fees for legal, advisory and other professional services, certain employment-related costs and, in 2018, amortization of  Bridge Facility fees.

 

Note 5 — Earnings Per Share (“EPS”)

 

 

Basic and diluted earnings per share were computed as follows:

 

		Three Months Ended
		March 31, 2019									March 31, 2018
(Shares in thousands, dollars in millions, except per share amounts)		Basic			Effect of Dilution			Diluted			Basic			Effect of Dilution			Diluted
Shareholders’ net income		$	1,368					$	1,368		$	915					$	915
Shares:
Weighted average		379,387						379,387			242,179						242,179
Common stock equivalents					4,637			4,637						3,609			3,609
Total shares		379,387			4,637			384,024			242,179			3,609			245,788
EPS		$	3.61		$	(0.05)		$	3.56		$	3.78		$	(0.06)		$	3.72

 

The following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect was anti-dilutive.

 

		Three Months Ended March 31,
(In millions)		2019		2018
Anti-dilutive options		2.8		0.9

 

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Note 6 — Debt

 

 

The outstanding amounts of debt and finance leases were as follows:

 

				March 31,			December 31,
(In millions)		Issuer		2019			2018
Short-term debt
Current maturities: $1,000 million, 2.25% Senior Notes		Express Scripts		$	998		$	995
Current maturities: $337 million, 7.25% Senior Notes		ESI		340			343
Current maturities: $1,000 million, Floating Rate Notes due 2020		Cigna		998			-
Commercial paper		Old Cigna/Cigna		558			1,500
Other, including finance leases		Other		21			117
Total short-term debt				$	2,915		$	2,955
Long-term uncollateralized debt
Cigna debt (issued to finance acquisition)
$1,000 million, Floating Rate Notes due 2020		Cigna		$	-		$	997
$1,750 million, 3.2% Notes due 2020		Cigna		1,744			1,743
$1,000 million, Floating Rate Notes due 2021		Cigna		997			996
$1,250 million, 3.4% Notes due 2021		Cigna		1,246			1,245
$2,000 million, Floating Rate Term Loan due 2021		Cigna		1,998			2,997
$700 million, Floating Rate Notes due 2023		Cigna		697			697
$3,100 million, 3.75% Notes due 2023		Cigna		3,085			3,085
$2,200 million, 4.125% Notes due 2025		Cigna		2,187			2,187
$3,800 million, 4.375% Notes due 2028		Cigna		3,774			3,774
$2,200 million, 4.8% Notes due 2038		Cigna		2,178			2,178
$3,000 million, 4.9% Notes due 2048		Cigna		2,964			2,964
Express Scripts debt (assumed in acquisition)
$500 million, 4.125% Senior Notes due 2020		Medco		505			506
$500 million, 2.600% Senior Notes due 2020		Express Scripts		493			493
$400 million, Floating Rate Senior Notes due 2020		Express Scripts		400			399
$500 million, 3.300% Senior Notes due 2021		Express Scripts		499			499
$1,250 million, 4.750% Senior Notes due 2021		Express Scripts		1,282			1,285
$1,000 million, 3.900% Senior Notes due 2022		Express Scripts		998			998
$500 million, 3.050% Senior Notes due 2022		Express Scripts		482			481
$1,000 million, 3.000% Senior Notes due 2023		Express Scripts		961			959
$1,000 million, 3.500% Senior Notes due 2024		Express Scripts		968			966
$1,500 million, 4.500% Senior Notes due 2026		Express Scripts		1,507			1,508
$1,500 million, 3.400% Senior Notes due 2027		Express Scripts		1,390			1,386
$449 million, 6.125% Senior Notes due 2041		Express Scripts		493			493
$1,500 million, 4.800% Senior Notes due 2046		Express Scripts		1,465			1,465
Old Cigna debt (pre-acquisition)
$250 million, 4.375% Notes due 2020		Old Cigna		248			248
$300 million, 5.125% Notes due 2020		Old Cigna		298			298
$78 million, 6.37% Notes due 2021		CGC		78			78
$300 million, 4.5% Notes due 2021		Old Cigna		297			297
$750 million, 4% Notes due 2022		Old Cigna		746			746
$100 million, 7.65% Notes due 2023		Old Cigna		100			100
$17 million, 8.3% Notes due 2023		Old Cigna		17			17
$900 million, 3.25% Notes due 2025		Old Cigna		895			895
$600 million, 3.05% Notes due 2027		Old Cigna		595			595
$259 million, 7.875% Debentures due 2027		Old Cigna		259			259
$45 million, 8.3% Step Down Notes due 2033		Old Cigna		45			45
$191 million, 6.15% Notes due 2036		Old Cigna		190			190
$121 million, 5.875% Notes due 2041		Old Cigna		119			119
$317 million, 5.375% Notes due 2042		Old Cigna		315			315
$1,000 million, 3.875% Notes due 2047		Old Cigna		988			988
Other, including finance leases		Other		68			32
Total long-term debt				$	37,571		$	39,523

 

Notes issued to fund the Express Scripts acquisition.  As presented in the table above, the Company issued private placement Notes with registration rights in the third quarter of 2018 to finance the Express Scripts acquisition.  Total proceeds were approximately $20.0 billion.  Interest on this debt is generally paid semi-annually except for quarterly interest payments on the floating rate notes.

 

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