Item 1.01 Entry into a Material Definitive Agreement.
On
The terms of the Notes are governed by an Indenture, dated as of
The foregoing description of Supplemental Indenture No. 4 and the Notes does not purport to be complete and is qualified in its entirety by reference to Supplemental Indenture No. 4 (including the forms of the Notes), which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
As previously announced, the Company intends to use the net proceeds from the
On
Also, on
Additionally, on
This information under this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set forth by specific reference in such a filing. --------------------------------------------------------------------------------
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Current Report on Form 8-K (the "Report"), and oral statements made with
respect to information contained in this Report, may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on the Company's current expectations
and projections about future trends, events and uncertainties. These statements
are not historical facts. Forward-looking statements may include, among others,
statements relating to our projected adjusted income (loss) from operations
outlook for 2020, on a consolidated, per share and segment basis; projected
adjusted revenue outlook for 2020; projected adjusted margin outlook for 2020;
projected global medical customer growth over year end 2019; projected client
retention; projected growth beyond 2020; statements concerning our long-term
projected adjusted income (loss) from operations outlook; projected medical care
and SG&A expense ratios and medical cost trends; projected adjusted pharmacy
scripts; our projected consolidated adjusted tax rate; projected debt to
capitalization ratio; projected cash flow from operations; projected interest
expense; future financial or operating performance, including our ability to
deliver affordable, personalized and innovative solutions for our customers and
clients; future growth, business strategy, strategic or operational initiatives,
including our organizational efficiency plan; economic, regulatory or
competitive environments, particularly with respect to the pace and extent of
change in these areas; financing or capital deployment plans and amounts
available for future deployment; our prospects for growth in the coming years;
strategic transactions, including the merger (the "Merger") with
Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical and pharmacy costs and price effectively; our ability to adapt to changes or trends in an evolving and rapidly changing industry; our ability to effectively differentiate our products and services from those of our competitors and maintain or increase market share; our ability to develop and maintain good relationships with physicians, hospitals, other health care providers, producers, consultants and pharmaceutical manufacturers; changes in the pharmacy provider marketplace or pharmacy networks; changes in drug pricing; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits (including anticipated synergies) of such transactions in full or within the anticipated time frame, including with respect to the Merger and sale of our Group Disability and Life business, as well as our ability to integrate or separate operations, resources and systems; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems and those of our key suppliers or other third parties; the impact of our debt service obligations on the availability of funds for other business purposes; unfavorable industry, economic or political conditions, including foreign currency movements; acts of civil unrest, war, terrorism, natural disasters or pandemics; reinsurance credit risk; as well as more specific risks and uncertainties discussed in our most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available through the Investor Relations section of www.cigna.com. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
Item 8.01 Other Events.
A copy of the opinion of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
4.1 Supplemental Indenture No. 4, dated as ofMarch 16, 2020 , betweenCigna Corporation andU.S. Bank National Association , as trustee. 5.1 Opinion ofSimpson Thacher & Bartlett LLP . 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (formatted in Inline XBRL).
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