10-K 0001739940-26-000006 (2026-02-26) vs 10-K 0001739940-25-000009 (2025-02-27)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 11,124 |
33.5% |
| MD&A | Item 7 | 8,952 |
19.8% |
| Legal Proceedings | Item 3, via Note 22 – Contingencies and Other Matters | 688 |
32.7% |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 2,275 |
16.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 288 words changed in this paragraph; it is 32% similar to last year's version.
We must identify, assess and respond to new trends in the legislative and regulatory environment, as well as comply with the various existing laws and regulations applicable to our business and respond to policymakers and enforcement agencies accordingly. There are currently pending, and in the future there will likely be, legislative or regulatory proposals or executive actions which seek to manage or significantly change the health services industry, including managing prescription drug costs and health records as well as regulating drug distribution. These and other legislative ideas and executive actions could adversely affect our business. Federal and state governments have enacted, and we We expect federal and state governments to continue to enact and seriously consider, many broad-based legislative and regulatory proposals reforms that will or could materially impact various aspects of the health care and related services system, including pharmacy benefits system. In addition, manager, drug pricing or insurance market reforms. These reforms could result in material changes to government policies not specifically targeted to the health services industry, such as a change in tax laws way we conduct our business and could impact the corporate tax rate, government spending or program cuts or changes, imposition of tariffs across an industry sector such as pharmaceuticals could have significant impacts on market for our business, results of operations, financial condition and liquidity. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by legislation resulting from these initiatives both within the United States and other foreign jurisdictions in which we operate. In addition, tax laws and regulations are extremely complex and subject to varying interpretations. While we believe that our historical tax positions are consistent with applicable laws, regulations and existing precedent, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. The trading price of our securities may react to the announcement of such proposals. As disclosed in Part II, Item 5 of this Form 10-K, we have an active share repurchase program authorized by our Board of Directors (the "Board"). products.
Source: Item 1A, 10-K 0001739940-26-000006 vs Item 1A, 10-K 0001739940-25-000009
MD&A 179 words changed in this paragraph; it is 42% similar to last year's version.
In segment discussions, we present "adjusted revenues" and "pre-tax adjusted income (loss) from operations," defined as income (loss) before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net investment gains/losses, amortization of acquired intangible assets and special items. The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability. The Cigna Group share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management, including the chief operating decision maker, believes are not representative of the underlying results of operations due to their nature or size. Ratios presented in this segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations. See Note 22 23 to the Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of income (loss) before income taxes to pre-tax adjusted income (loss) from operations, as well as a reconciliation of Total revenues to adjusted revenues. Note 22 23 to the Consolidated Financial Statements also explains that segment revenues include both external revenues and sales between segments that are eliminated in Corporate. Ratios presented in the segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations.
Source: Item 7, 10-K 0001739940-26-000006 vs Item 7, 10-K 0001739940-25-000009
Accounting Policies 159 words changed in this paragraph; it is 32% similar to last year's version.
The Patient Protection and Affordable Care Act ("ACA") prescribed established a risk adjustment program to mitigate the risk for participating health insurance companies selling individual coverage on the public exchanges. The risk adjustment program reallocates that transfers funds from among insurers with lower risk populations to insurers with higher risk populations based on the relative risk scores of participants. their covered populations of individuals who purchased insurance on a public exchange. We estimate our receivable recognize receivables or payable based on payables from the risk of our customers compared Centers for Medicare and Medicaid Services ("CMS") for the Company's Individual and Family Plans as adjustments to the risk of other customers in the same state premium revenue when amounts are reasonably estimable and market, considering data obtained from collection is reasonably assured, using year-to-date experience and industry studies and data. Final settlements are determined by the United States Department of Health and Human Services ("HHS"). Receivables or payables are recorded as adjustments to premium revenue based on our year-to-date experience when the amounts are reasonably estimable and collection is reasonably assured. Final revenue adjustments are determined by HHS ("HHS") in the year following the policy subsequent year.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001739940-26-000006 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001739940-25-000009
Every change, by type
Sentences and paragraphs of CI's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
A significant loss of customers or clients resulting from our need to increase or maintain premiums, administrative fees or reimbursement levels could adversely affect our business, cash flows, financial condition and results of operations. In addition, as brokers and benefit consultants seek to enhance their revenue streams, they look to take on services that we typically provide. Each of these events could negatively impact our financial results.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
•the impact or consequences of legislation, executive actions or regulatory changes including premium rate increases, public debates over drug pricing, government involvement in drug pricing and purchasing, and public debate over current or proposed legislation;
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
We maintain relationships with numerous pharmaceutical manufacturers, which provide us with, among other things, discounts for drugs we purchase to be dispensed from our home delivery and specialty pharmacies; discounts, in the form of rebates, for drug utilization; fees for administering rebate programs, including invoicing, allocating and collecting rebates; fees for services provided to pharmaceutical manufacturers by our specialty pharmacies; and access to limited distribution specialty pharmaceuticals by our specialty pharmacies.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
We must identify, assess and respond to new trends in the legislative and regulatory environment, as well as comply with the various existing laws and regulations applicable to our business and respond to policymakers and enforcement agencies accordingly. We expect federal and state governments to continue to enact legislative and regulatory reforms that will or could materially impact various aspects of the health services system, including pharmacy benefits manager, drug pricing or insurance market reforms. These reforms could result in material changes to the way we conduct our business and could impact the market for our products.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Our effective tax rate or tax payments could also be adversely affected by new laws or regulations, both within the United States and in other foreign jurisdictions in which we operate. While we believe that our historical tax positions are consistent with applicable laws, regulations and existing precedent, our tax positions could be challenged by relevant tax authorities, and we may not be successful in any such challenge. The market price of our securities may react to the announcement of such proposals.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Customers, investors, employees and other stakeholders have focused on corporate governance, environmental stewardship and social matters. Environmental, social and governance-related laws and regulations, including those aimed at restricting the consideration of these factors by companies and requiring climate- and sustainability-related disclosures, and related stakeholder expectations have resulted, and may in the future result, in increased expenses and management time and attention spent complying with or meeting such laws, regulations or expectations. Overall, environmental, social and governance matters, and related stakeholder reactions, which may be conflicting or divergent, may impact our reputation and have other business impacts which could adversely affect our business.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Most of our activities involve the receipt, use, storage, transmission or other processing of a substantial amount of PII, including PHI, as well as financial information (including payment card information) and other confidential and sensitive information about our clients and employees. The processing of such information is regulated at the federal, state, international and industry levels, and requirements are imposed on us by industry standards and contracts with clients. In some cases, such laws, rules, regulations, industry
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
standards and contractual requirements also apply to our vendors and require us to obtain written assurances of their compliance with such requirements.
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AddedRisk Factors
We also have incurred and likely will continue to incur liability for practices and claims related to our health care business, such as marketing misconduct; failure to timely or appropriately pay for or provide health care services; provider network structure; poor outcomes for care delivered or arranged; provider disputes, including disputes over compensation or contractual provisions; ERISA claims; allegations related to calculations of cost-sharing; and claims related to our administration of self-funded business.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Extensive health care regulation and enforcement, including fraud, waste and abuse laws, could increase our compliance costs, restrict our operations and expose us to significant liability.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
and attract clients and customers, establish reserves, report financial results accurately and in a timely manner, and maintain regulatory compliance, among other things.
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AddedRisk Factors
provide employee awareness training around phishing, malware and other cyber risks; however, such measures may not be effective against all types of security incidents.
Read it in 10-K 2026-02-26 at sec.gov ↗
RemovedRisk Factors
•differentiate our products, services and solutions from those of our competitors;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•develop and bring to market new and innovative products, solutions or programs that focus on improving patient outcomes and experiences, assist in controlling costs, respond to government regulation or respond to challenges within the health care system;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•attract and retain sufficient numbers of qualified employees, particularly in a competitive job market;
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RemovedRisk Factors
•attract, develop and maintain collaborative relationships with a sufficient number of qualified partners;
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RemovedRisk Factors
•the impact or consequences of legislation, executive actions or regulatory changes;
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
Our success depends, in part, on our ability to compete effectively in our markets, set prices appropriately in highly competitive markets to keep or increase our market share, increase customers, differentiate our business offerings, provide quality and satisfactory levels of service, and retain accounts with favorable medical cost experience or more profitable products.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
We must remain competitive to attract new customers, retain existing customers and further integrate additional product and service offerings. To succeed in this highly competitive marketplace, it is imperative that we maintain a strong reputation. Increasingly, our
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
We maintain relationships with numerous pharmaceutical manufacturers, which provide us with, among other things:
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•discounts for drugs we purchase to be dispensed from our home delivery and specialty pharmacies;
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RemovedRisk Factors
•fees for administering rebate programs, including invoicing, allocating and collecting rebates;
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RemovedRisk Factors
•fees for services provided to pharmaceutical manufacturers by our specialty pharmacies; and
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedRisk Factors
•access to limited distribution specialty pharmaceuticals by our specialty pharmacies.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedRisk Factors
Our inability If we are unable to maintain positive trends, or failure to identify and implement new ways to mitigate pricing pressures, respond effectively, including through the implementation of a rebate-free model for our pharmacy benefit services clients, these trends could negatively impact our ability to attract or retain clients or sell additional services, which could negatively impact our margins and have a material adverse effect on our business and results of operations.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Our We operate in a highly competitive and evolving business environment, and our failure to compete effectively, to effectively or differentiate our products and services from those of our competitors, and to maintain or increase market share, including maintaining or increasing enrollments in businesses providing health benefits, competitors could materially adversely affect our results of operations, financial position and cash flows.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Computer networks or systems may be vulnerable to intrusion, hacking, computer viruses or malware, malware (including ransomware), denial of service attacks, credential stuffing, phishing and other social engineering attacks, supply chain attacks, programming errors, fraud or malice on the part of our employees or vendors, human error, terrorism, and other attacks by third parties or similar disruptive problems.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
For example, Change Healthcare, a health technology company owned by UnitedHealth Group and a service provider for certain of our pharmacy benefit management services, was the victim of a ransomware attack in February 2024, which This resulted in limited disruption of certain of our services and necessitated security validations for certain systems before we reconnected with Change Healthcare to resume such services.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
While benefit plans place limits on the amount of charges that will be considered for reimbursement and regulations seek to prescribe payment levels, establish methodologies and dispute resolution processes, providers are increasingly sophisticated and aggressive. the outcome of disputes where we do not have a provider contract may cause us to pay higher medical or other benefit costs than we project.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
These events would Any actual or perceived data security incident could negatively affect our ability to compete, our reputation, our customer base and our revenues and could expose us to mandatory disclosure requirements, requirements; government investigations, litigation, litigation and other enforcement proceedings, proceedings; material fines, penalties, penalties or remediation costs and costs; compensatory, special, punitive and or statutory damages, damages; consent orders, and orders; or other adverse actions, any of which could adversely affect our business, results of operations, financial condition or liquidity.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
For example, Change Healthcare, a health technology company owned by UnitedHealth Group and a service provider for certain of our pharmacy benefit management services, was the victim of a ransomware attack in February 2024, which resulted in limited disruption of certain of our services and necessitated security validations for certain systems before we reconnected with Change Healthcare to resume such services. 2024.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Establishing We establish collaborative care arrangements with physician groups, specialist groups, independent practice associations, hospitals and health care delivery systems is key to our strategic focus to transition from volume-based fee-for-service arrangements to a value-based health care system. improve quality outcomes and medical cost performance.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
We have dedicated significant resources to implement privacy and security technologies, processes and procedures to protect PII and provide employee awareness training around phishing, malware and other cyber risks; however, there are no assurances that such measures will be effective against all types of security incidents.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Our compliance efforts in this area will continue to require significant resources. resources, and failure to comply with such regulation could adversely affect our reputation and also expose us to litigation and other proceedings, fines and penalties.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Cyberattacks can originate from a wide variety of sources, including terrorists, nation states, internal actors or third parties, such as external service providers, and the The techniques used change frequently or are often not recognized until after they have been launched.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Our ability to develop and maintain satisfactory relationships with providers may also be negatively impacted by other factors not associated with us, such as changes in Medicare or Medicaid reimbursement levels or programmatic changes, increasing pressure on revenue and other pressures on health care providers, and providers; increasing consolidation activity among hospitals, physician groups and providers. providers; and changes in Medicare or Medicaid reimbursement levels or programming.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Changes in the overall composition of our pharmacy networks, including changes due to legislative, regulatory or executive action, or reduced pharmacy access under our networks, could have a negative impact on our claims volume or our competitiveness in the marketplace, which could cause us to fall short of certain guarantees in our contracts with clients or otherwise impair materially adversely impact our business or results of operations.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Our results of operations are substantially dependent depend on our ability to contract for these services at competitive prices.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
As participation in this audit is was voluntary, the information provided will did not result in any HIPAA enforcement action or civil monetary penalty; however, any serious compliance issues could open up subsequent compliance reviews that could include a range of remedies from OCR.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Financial highlights by segment For the Years Ended December 31, Change Change (Dollars in millions, except per share amounts) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Revenues Adjusted revenues by segment Evernorth Health Services $ 234,953 $ 202,155 $ 153,499 16% 32% Cigna Healthcare 47,163 52,914 51,205 (11) 3 Other Operations 674 828 596 (19) 39 Corporate, net of eliminations (8,139) (8,798) (9,978) (7) (12) Adjusted revenues 274,651 247,099 195,322 11 27 Net investment results from certain equity method investments 249 204 (57) 22 N/M Special item related to impairment of dividend receivable — (182) — N/M N/M Total revenues $ 274,900 $ 247,121 $ 195,265 11% 27% Shareholders' net income $ 5,957 $ 3,434 $ 5,164 73% (34)% Adjusted income from operations $ 8,014 $ 7,741 $ 7,448 4% 4% Earnings per share (diluted) Shareholders' net income $ 22.18 $ 12.12 $ 17.39 83% (30)% Adjusted income from operations $ 29.84 $ 27.33 $ 25.09 9% 9% Pre-tax adjusted income (loss) from operations by segment Evernorth Health Services $ 7,221 $ 7,001 $ 6,442 3% 9% Cigna Healthcare 4,153 4,229 4,478 (2) (6) Other Operations 89 (9) 96 N/M N/M Corporate, net of eliminations (1,593) (1,688) (1,698) (6) (1) Consolidated pre-tax adjusted income from operations 9,870 9,533 9,318 4 2 Income attributable to noncontrolling interests 475 405 146 17 177 Net investment gains (losses) (1) 225 (2,533) (135) N/M N/M Amortization of acquired intangible assets (1,743) (1,703) (1,819) 2 (6) Special items (1,046) (433) (1,997) 142 (78) Income before income taxes $ 7,781 $ 5,269 $ 5,513 48% (4)%
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
In the first quarter of 2025, the Company commenced an enterprise-wide initiative to evolve our business and deliver a more efficient and improved experience for our patients, providers and customers. In 2025, we reported total costs of $749 million, pre-tax ($565 million, after-tax) associated with this initiative. As we continue to evaluate additional opportunities to improve the overall efficiency and effectiveness of our operations, we anticipate future charges. See Note 16 to the Consolidated Financial Statements for further information.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
We expect this initiative to generate annualized after-tax savings of at least $500 million, a portion of which was realized in 2025.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Shareholders' net income increased 73%, primarily reflecting the absence of the impairment of VillageMD equity securities that was recorded in 2024.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Adjusted income from operations. See discussion of segment results in the "Segment Reporting" section.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Medical customers decreased 5%, primarily reflecting the closing of the HCSC transaction.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Premiums decreased 12%, primarily driven by the impact of the HCSC transaction (-18%), partially offset by higher premium rates within our ongoing U.S. Healthcare businesses (+4%).
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
The Company has renewed or extended contracts with the business’s three largest clients through the end of the decade. Additionally, to further deliver value for the benefit of those we serve and to build a more sustainable model for health care, the Company will incur investment and transition costs to support its recently announced rebate-free model for pharmacy benefits, designed to lower
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
medication costs, improve transparency and support local pharmacies. As a result, we expect these efforts to impact pre-tax adjusted income from operations for Evernorth Health Services over the short term.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Medical customers include individuals who meet any of the following criteria: (i) are covered under a medical insurance policy, managed care arrangement or administrative services agreement issued by Cigna Healthcare; (ii) have access to the Cigna Healthcare provider network for covered services under their medical plan; or (iii) have medical claims that are administered by Cigna Healthcare.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
Investing Activities. The increase in cash used in investing activities reflects higher investment purchases, partially offset by the net proceeds from the HCSC transaction.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
and investments that are strategically and economically advantageous; and (iv) return capital to shareholders through share repurchases.
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RemovedMD&A
For further analysis and explanation of each segment's results, see the "Segment Reporting" section of this MD&A.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Shareholders' net income decreased 34%, or $1,730 million, primarily reflecting increased net investment losses (-$2,415 million) driven by the impairment of VillageMD equity securities, as well as the absence of the foreign deferred tax benefits recorded in 2023 (-$1,155 million). These unfavorable items were partially offset by lower net losses on sale of businesses (+$1,431 million) and higher adjusted income from operations (+$293 million). See further discussion of these drivers below.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Adjusted income from operations increased 4%, primarily reflecting higher earnings in Evernorth Health Services, partially offset by lower earnings in Cigna Healthcare.
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RemovedMD&A
Medical customers decreased 3%, primarily reflecting a decrease in Individual and Family Plans ("IFP") customers.
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RemovedMD&A
Premiums increased 4%, primarily reflecting higher premium rates in our U.S. Healthcare operating segment.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Selling, general and administrative ("SG&A") expenses were flat, primarily reflecting increases in strategic investments to support both business growth and continued advancement of our digital capabilities and solutions (3%), offset by the absence of costs reported in 2023 for an organizational efficiency plan (-2%) and litigation settlements (-1%).
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Investing Activities. The decrease in cash used in investing activities during the year ended December 31, 2024 was primarily due to lower purchases of equity securities.
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RemovedMD&A
Commercial Paper Program. The commercial paper program had approximately $0.9 billion outstanding at December 31, 2024.
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RemovedMD&A
Including the Accelerated Share Repurchase agreements (discussed further in Note 8 to the Consolidated Financial Statements) (the "ASR Agreements"), we repurchased 20.9 million shares for approximately $7.0 billion during the year ended December 31, 2024, compared to 7.8 million shares for approximately $2.3 billion during the year ended December 31, 2023. In December 2024, the Board of Directors approved an increase of $6.0 billion in incremental share repurchase authorization, bringing the company's total share repurchase authority to $10.3 billion as of December 31, 2024. From January 1, 2025 through February 26, 2025, we repurchased 3.0 million shares for approximately $901 million. Share repurchase authority was $9.4 billion as of February 26, 2025.
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RemovedMD&A
The following section of this MD&A discusses the results of each of our segments. See Note 1 to the Consolidated Financial Statements for further description of our segments.
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RemovedMD&A
See the "Executive Overview" section of this MD&A for summarized financial results of each of our segments.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
•Pharmaceutical manufacturer inflation also impacts our pricing because most of our contracts provide that we bill clients and pay pharmacies based on a generally recognized price index for pharmaceuticals. Therefore, the rate of inflation for prescription drugs and our efforts to manage this inflation for our clients continue to be significant drivers of our revenues and cost of revenues in the current environment.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedMD&A
Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations For the Years Ended December 31, 2025 2024 2023 2022 (In millions) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Shareholders' net income $ 5,957 $ 3,434 $ 5,164 $ 6,704 Adjustments to reconcile to adjusted income from operations Net investment (gains) losses (1) $ (225) (90) $ 2,533 2,529 $ 135 114 $ 613 496 Amortization of acquired intangible assets 1,743 1,325 1,703 1,347 1,819 1,413 1,876 1,345 Special items Integration and transaction-related costs 275 211 45 35 135 103 Impairment of dividend receivable 182 138 Strategic optimization program 749 565 — — — — Deferred tax expenses (benefits), net — 427 — 84 — (1,071) Integration and transaction-related costs 327 247 275 211 45 35 (Benefits) charges associated with litigation matters (17) (13) — — 201 171 Net (gain) loss on sale of businesses (13) (404) (24) (2) 1,499 1,429 (1,662) (1,332) Impairment of dividend receivable — — 182 138 — — Charge for organizational efficiency plan — — — — 252 193 22 17 Charges (benefits) associated with litigation matters — — 201 171 (28) (20) Total special items $ 1,046 822 $ 433 431 $ 1,997 757 $ (1,533) (1,232) Adjusted income from operations $ 8,014 $ 7,741 $ 7,448 $ 7,313
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations For the Years Ended December 31, 2025 2024 2023 2022 (Diluted earnings per share) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Shareholders' net income $ 22.18 $ 12.12 $ 17.39 $ 21.41 Adjustments to reconcile to adjusted income from operations Net investment (gains) losses (1) $ (0.84) (0.34) $ 8.95 8.93 $ 0.45 0.38 $ 1.96 1.59 Amortization of acquired intangible assets 6.50 4.94 6.01 4.76 6.13 4.77 5.99 4.30 Special items Integration and transaction-related costs 0.97 0.75 0.15 0.12 0.43 0.33 Impairment of dividend receivable 0.64 0.49 Strategic optimization program 2.78 2.10 — — — — Deferred tax expenses (benefits), net — 1.59 — 0.30 — (3.61) Integration and transaction-related costs 1.22 0.92 0.97 0.75 0.15 0.12 (Benefits) charges associated with litigation matters (0.06) (0.05) — — 0.68 0.58 Net (gain) loss on sale of businesses (0.05) (1.50) (0.08) (0.02) 5.05 4.81 (5.31) (4.26) Impairment of dividend receivable — — 0.64 0.49 — — Charge for organizational efficiency plan — — — — 0.85 0.65 0.07 0.05 Charges (benefits) associated with litigation matters — — 0.68 0.58 (0.09) (0.06) Total special items $ 3.89 3.06 $ 1.53 1.52 $ 6.73 2.55 $ (4.90) (3.94) Adjusted income from operations $ 29.84 $ 27.33 $ 25.09 $ 23.36
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Selected Financial Information For the Years Ended December 31, Change Change (Dollars and adjusted scripts in millions) 2025 2024 2023 2022 2025 vs. 2024 2024 vs. 2023 2023 vs. 2022 Total adjusted revenues Pharmacy Benefit Services $111,822 $132,126 $ 111,822 $ 76,792 $ 75,801 18% 46% 1% Specialty and Care Services 102,827 90,333 76,707 64,534 14 18 19 Total adjusted revenues $202,155 $234,953 $ 202,155 $ 153,499 $ 140,335 16% 32% 9% Pre-tax adjusted income from operations Pharmacy Benefit Services $3,577 $3,506 $ 3,577 $ 3,469 $ 3,616 (2)% 3% (4)% Specialty and Care Services 3,715 3,424 2,973 2,511 8 15 18 Total pre-tax adjusted income from operations $7,001 $7,221 $ 7,001 $ 6,442 $ 6,127 3% 9% 5% Pharmacy claim volume (1) 2,222 2,120 1,585 1,575 5% 34% 1%
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The effective tax rate increased, decreased, primarily driven by the absence of foreign deferred tax benefits recorded in 2023 and a valuation allowance related to the impairment of VillageMD equity securities, securities recorded in 2024 (-1100 bps) and benefits related to the HCSC transaction (-400 bps), partially offset by the absence of the impact of the an increased valuation allowance resulting from the HCSC transaction recorded in 2023. against foreign tax attributes (+500 bps).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Pre-tax adjusted income from operations increased 9%, 3%, primarily reflecting customer specialty pharmacy growth in Specialty and Care Services (+10%) (+6%), and continued contract affordability improvements and customer growth in Pharmacy Benefit Services (+5%). (+1%), partially offset by strategic investments and initiatives to support business growth and improve the patient experience in Pharmacy Benefit Services (-3%) and Specialty and Care Services (-1%).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Operating cash flows decreased for the year ended December 31, 2024 2025, primarily due to higher insurance claims and the unfavorable net impact related payments to clients that onboarded in 2024, as well as higher timing of settlements related to the accounts receivable as a result of organic business growth and timing. factoring facility.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
As of December 31, 2024, 2025, we had $6.5 billion of undrawn committed capacity under our revolving credit agreements agreement (these amounts are available for general corporate purposes, including providing liquidity support for our commercial paper program), $5.6 $6.5 billion of remaining capacity under our commercial paper program, and $7.9 billion in cash and short-term investments, approximately $0.9 billion of which was held by the parent company or certain non-regulated subsidiaries.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
In January 2024, On March 19, 2025, the Company entered into a definitive agreement to sell completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies CareAllies® businesses within to Health Care Service Corporation ("HCSC," and such transaction, the U.S. "HCSC transaction").
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The SG&A expense ratio decreased 120 20 bps, primarily due to revenue growth outpacing volume-related expenses (-60 within the ongoing businesses (-70 bps), as well as ongoing efficiencies (-30 partially offset by higher technology spend (+30 bps) and the impact of the HCSC transaction (+20 bps).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Net investment income decreased 17%, increased 8%, primarily due to a $182 million an increase in partnership income (17%) as well as the absence of the impairment of the dividend receivable in the third quarter of 2024 related to VillageMD accrued dividends. dividends (19%).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Balances that are included in the Consolidated Balance Sheets within Investments and Long-term investments, inclusive of amounts held for sale, investments were $9,423 $8,362 million and $9,855 $9,423 million as of December 31, 2024 2025 and 2024, respectively (inclusive of amounts held for sale as of December 31, 2023, respectively. 2024).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Dividends received from U.S.- regulated U.S.-regulated subsidiaries were $0.9 billion for the year ended December 31, 2025 and $2.4 billion for the year ended December 31, 2024 and $1.2 billion for the year ended December 31, 2023. 2024.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesMD&A
We anticipate use of used the proceeds in alignment with our capital deployment priorities, with the majority allocated to share repurchases.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesMD&A
Our commercial mortgage loan portfolio has no exposure to regional shopping malls and approximately less than 25% exposure to office properties.
Read it in 10-K 2026-02-26 at sec.gov ↗
