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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 132 added, 101 removed, 551 unchanged (30% of the section changed)

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Management's Annual Report on Internal Control over Financial Reporting

Management of Cigna Corporation is responsible for establishing and maintaining adequate internal controls over financial reporting.

Management of Cigna Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company's internal controls were designed to provide reasonable assurance that the Company's consolidated published financial statements for external purposes were prepared in accordance with accounting principles generally accepted in the United States.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2020.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013).

Based on management’s assessment and the criteria set forth by COSO, it was determined that the Company’s internal controls over financial reporting are effective as of December 31, 2020.

Based on management's assessment and the criteria set forth by COSO, it was determined that the Company's internal control over financial reporting is effective as of December 31, 2021.

The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company's internal control over financial reporting, as stated in their report located in Item 8 of this Form 10-K.

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OTHER INFORMATION

Effective as of February 22, 2022, the Board of Directors of the Company adopted restated by-laws (the “By-Laws”) in order to make certain clarifications and ministerial changes relating to the responsibilities of the Chair of the Board.

The foregoing summary does not purport to be a complete description of the By-Laws and is qualified in its entirety by reference to the complete text of the By-Laws, a copy of which is filed herewith as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference in this Item 9B.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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(1) Includes, in addition to outstanding stock options:

(i) 82,426 restricted stock units, 122,887 deferred shares and 1,615,392 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan, the Corporation Stock Plan and the Cigna Corporation Director Equity Plan;

(ii) 637,546 shares of common stock underlying stock option awards and 153,959 restricted stock units granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 5,728 deferred shares granted under the Express Scripts, Inc.

Executive Deferred Compensation Plan of 2005, 1,327,353 shares of common stock underlying stock option awards granted under the Express Scripts, Inc.

2011 Long-Term Incentive Plan, 1,091,220 shares of common stock underlying stock option awards and 3,300 restricted stock units granted under the Medco Health Solutions, Inc.

(i) 78,070 restricted stock units, 61,201 deferred shares and 1,719,282 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan, the Cigna Corporation Stock Plan and the Cigna Corporation Director Equity Plan;

(ii) 545,035 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 892,421 shares of common stock underlying stock option awards granted under the Express Scripts, Inc.

2011 Long-Term Incentive Plan, 530,092 shares of common stock underlying stock option awards granted under the Medco Health Solutions, Inc.

2002 Stock Incentive Plan and 13,798 shares of common stock underlying stock option awards granted under the Accredo Health, Incorporated 2002 Long-Term Incentive Plan that were all approved by the applicable company's shareholders before Cigna's acquisition of Express Scripts in December 2018.

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Excluding the assumed options from this acquisition results in a weighted-average exercise price of $176.00.

(3) Includes 213,471 shares of common stock available as of the close of business December 31, 2020 for future issuance under the Cigna Corporation Director Equity Plan, 20,591,667 shares of common stock available as of the close of business on December 31, 2020 for future issuance under the Cigna Long-Term Incentive Plan that includes 10,728,281 shares of common stock available assumed from the Express Scripts, Inc.

2016 Long-Term Incentive Plan, and 2,813,173 shares of common stock available as of the close of business December 31, 2020 for future issuance under the Express Scripts, Inc.

Executive Deferred Compensation Plan of 2005.

Because no further grants may be made under the Express Scripts, Inc.

2011 Long-Term Incentive Plan, the Medco Health Solutions, Inc.

2002 Stock Incentive Plan and the Accredo Health, Incorporated 2002 Long-Term Incentive Plan, shares available for issuance under these plans are not included.

(3) Represents 19,105,282 shares of common stock available as of the close of business December 31, 2021 for future issuance under the Cigna Long-Term Incentive Plan.

No further grants may be made and no shares remain available for future issuance under any plan other than 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 Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

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Report of Independent Registered Public Accounting Firm.

(Public Company Accounting Oversight Board ID:

Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019.

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3.2 Amended and Restated By-Laws of the registrant as last amended February 22, 2022

Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on February 27, 2020 and incorporated herein by reference.

Filed herewith.

4.1(a) Indenture, dated as of September 17, 2018, between Cigna Corporation (formerly Halfmoon Parent, Inc.) and U.S.

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Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 16, 2020 and incorporated herein by reference.

4.1(f) Fifth Supplemental Indenture, dated as of March 3, 2021, between Cigna Corporation and U.S.

Bank National Association, as trustee

Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 3, 2021 and incorporated herein by reference.

4.2 Registration Rights Agreement, dated as of October 11, 2019, by and among Cigna Corporation, as the Issuer, Cigna Holding Company and Express Scripts Holding Company, each as guarantors, and J.P.

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8 dated November 10, 2011 between Cigna Holding Company and U.S.

Bank National Associat ion

Bank National Association

Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on November 14, 2011 and incorporated herein by reference.

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4.8 Description of Securities

Filed herewith

Filed by the registrant as Exhibit 4.8 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.

Exhibits 10.1 through 10.37 are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.

10.1(a) Cigna Long-Term Incentive Plan as amended and restated effective as of April 26, 2017 (the “Cigna LTIP”)

10.1(a) Cigna Long-Term Incentive Plan, amended and restated effective April 28, 2021 (the "Cigna LTIP")

Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on May 3, 2021 and incorporated herein by reference.

10.1(b) Amendment No.

1, effective January 25, 2018, to the Cigna LTIP

Filed by CHC as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 and incorporated herein by reference.

10.1(c) Form of Cigna LTIP:

10.1(b) Form of Cigna LTIP:

Nonqualified Stock Option and Grant Letter

Filed by CHC as Exhibit 10.21 to Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.

10.1(c) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by CHC as Exhibit 10.2 to Form 10-Q for the period ended March 31, 2014 and incorporated herein by reference.

10.1(d) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by CHC as Exhibit 10.2 to Form 10-Q for the period ended March 31, 2014 and incorporated herein by

Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference.

10.1(e) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2015 and incorporated herein by

Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference.

10.1(f) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference.

Filed by CHC as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference.

10.1(g) Form of Cigna LTIP:

Strategic Performance Share Grant Agreement

Filed by CHC as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference.

Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference.

10.1(h) Form of Cigna LTIP:

Restricted Stock Grant Agreement

Filed by CHC as Exhibit 10.6 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference

10.1(i) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by CHC as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference.

10.1(j) Form of Cigna LTIP:

Strategic Performance Share Grant Agreement

Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference.

10.1(i) Form of Cigna LTIP:

Restricted Stock Grant Agreement

Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference.

Form of Cigna Stock Unit Plan:

Restricted Stock Unit Grant Agreeme nt

Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference.

10.1(k) Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Strategic Performance Share Grant Agreement

Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

10.1(l) Form of Cigna LTIP:

Restricted Stock Grant Agreement

Nonqualified Stock Option Grant Agreement

Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

10.1(m) Form of Cigna LTIP:

Restricted Stock Grant Agreement

Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

Form of Cigna LTIP:

Restricted Stock Unit Grant Agreement

Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

Form of Cigna LTIP:

Strategic Performance Share Grant Agreement

Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.

10.1(n) Form of Cigna LTIP:

Form of Cigna LTIP:

Nonqualified Stock Option Grant Agreement

Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.

10.1(o) Form of Cigna LTIP:

Form of Cigna LTIP:

Restricted Stock Grant Agreement

Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.

10.1(p) Form of Cigna L TIP :

Covenant Agree ment

Form of Cigna LTIP:

Restricted Stock Unit Grant Agreement

Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.

10.1(s) Form of Cigna LTIP:

Covenant Agreement

Filed by the registrant as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.

10.2 Cigna Corporation Stock Plan, as amended through July 2000

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Filed by ESRX as Exhibit 10.4 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.

10.4(c) Form of Restricted Stock Unit Grant Notice used with respect to grants of restricted stock units by Express Scripts Holding Company under the ESRX LTIP

Filed by ESRX as Exhibit 10.5 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.

10.4(d) Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the ESRX LTIP

10.4(c) Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the ESRX LTIP

Filed by ESRX as Exhibit 10.7 to Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.

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10.6(b) Form of terms and conditions for director stock option and restricted stock unit awards

Filed by Medco as Exhibit 10.2 to the Current Report on Form 8-K on February 8, 2005 and incorporated herein by reference.

Filed by Medco Health Solutions, Inc.

as Exhibit 10.2 to the Current Report on Form 8-K on February 8, 2005 and incorporated herein by reference.

10.7 Accredo Health, Incorporated 2002 Long-Term Incentive Plan

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10.8 Deferred Compensation Plan for Directors of Cigna Corporation, as amended and restated January 1, 1997

Filed by CHC as Exhibit 10.1 the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.

Filed by CHC as Exhibit 10.1 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.

10.9 Cigna Deferred Compensation Plan, as amended and restated October 24, 2001

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Filed by the registrant as Exhibit 10.12(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.

Amendment No.

2 to the Express Scripts, Inc.

Executive Deferred Compensation Plan of 2005

Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference.

10.13(a) Cigna Supplemental Pension Plan as amended and restated effective August 1, 1998

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Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective January 1, 2022

Filed by the registrant as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.

10.18 Cigna Corporation Director Equity Plan, as amended December 4, 2020

Filed herewith.

Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective April 1, 2022

Filed herewith.

10.18 Cigna Corporation Director Equity Plan, as amended December 4, 2020

Filed by the registrant as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.

10.19 Cigna Restricted Share Equivalent Plan for Non-Employee Directors as amended and restated effective January 1, 2008

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333-224960) on June 20, 2018 and incorporated herein by reference.

10.31 Express Scripts Holding Company Executive Employment Agreement with Timothy Wentworth dated May 4, 2016

Executive Retirement Agreement by and between Cigna Corporation and Mr.

Timothy Wentworth, dated as of November 3, 2021

Filed herewith.

Advisory Services Agreement by and between Cigna Corporation and Mr.

Timothy Wentworth, dated as of November 3, 2021

Filed herewith.

10.31 Express Scripts Holding Company Executive Employment Agreement with Mr.

Timothy Wentworth, dated May 4, 2016

Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.

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10.35 Offer letter for Eric Palmer dated December 6, 2020

Filed herewith.

Filed by the registrant as Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.

Offer letter for Matthew Manders dated December 6, 2020

Filed by the registrant as Exhibit 10.36 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.

Executive Retirement Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021

Filed herewith.

10.37 Offer letter for Brian Evanko dated December 6, 2020

10.36(c) Advisory Services Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021

Filed herewith.

10.38 Revolving Credit and Letter of Credit Agreement, dated as of April 6, 2018

Filed by CHC as Exhibit 10.1 to Current Report on Form 8-K on April 12, 2018 and incorporated herein by reference.

10.37 Offer letter for Brian Evanko dated December 6, 2020

Filed by the registrant as Exhibit 10.37 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference.

10.38 Revolving Credit and Letter of Credit Agreement, dated as of April 29, 2021, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD and Wells FargoSecurities, LLC, as joint lead arrangers and joint bookrunners

Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 30, 2021 and incorporated herein by reference.

Master Transaction Agreement, dated February 4, 2013 among Connecticut General Life Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska and, solely for purposes of Sections 3.10, 6.1, 6.3, 6.4, 6.6, 6.9 and Articles II, V, VII and VIII, thereof, National Indemnity Company (including the Forms of Retrocession Agreement, the Collateral Trust Agreement, the Security and Control Agreement, the Surety Policy and the ALC Model Purchase Option Agreement as exhibits)

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Signature Title

Cordani Chief Executive Officer and Director

Cordani Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

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Elder Granger, M.D.

/s/ Isaiah Harris, Jr.

Isaiah Harris, Jr.

Chairman of the Board

/s/ Neesha Hathi

Neesha Hathi Director

/s/ George Kurian

George Kurian Director

/s/ Kathleen M.

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Partridge Director

/s/ William L.

/s/ Kimberly A.

Ross Director

Wiseman Lead Independent Director

CIGNA CORPORATION AND SUBSIDIARIES

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To the Board of Directors and Shareholders of Cigna Corporation

Our audits of the consolidated financial statements referred to in our report dated February 25, 2021 (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed on page FS-1 in Item 15 of this Form 10-K.

Our audits of the consolidated financial statements referred to in our report dated February 24, 2022 appearing in the 2021 Annual Report to Shareholders of Cigna Corporation (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K.

In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

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For the years ended

Cigna Cigna Cigna

(In millions) 2021 2020 2019

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Total operating expenses 8 4 ( 85 )

Income (loss) from operations 472 91 ( 77 )

Income from operations 463 472 91

Interest and other (expense) ( 1,197 ) ( 1,324 ) ( 1,032 )

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Debt extinguishment costs ( 131 ) ( 171 ) —

Realized investment (loss) — — ( 1 )

Loss before taxes ( 1,071 ) ( 1,068 ) ( 327 )

Loss before income taxes ( 878 ) ( 1,071 ) ( 1,068 )

Income tax (benefit) ( 180 ) ( 234 ) ( 251 )

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For the years ended

Cigna Cigna Cigna

(In millions) 2021 2020 2019

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Short-term investment purchased, net ( 50 ) ( 19 ) ( 30 )

Other, net — — ( 27,115 )

NET CASH (USED IN) INVESTING ACTIVITIES ( 1,057 ) ( 284 ) ( 30 )

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Other — — ( 13 )

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 4,132 ) ( 1,916 ) 27,213

Net increase (decrease) in cash and cash equivalents 4,157 ( 243 ) 243

NET CASH (USED IN) FINANCING ACTIVITIES ( 5,849 ) ( 4,132 ) ( 1,916 )

Net (decrease) increase in cash and cash equivalents ( 4,124 ) 4,157 ( 243 )

Cash and cash equivalents, beginning of year 4,157 — 243

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The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K ("Form 10-K").

Note 1 — Cigna Holding Company (formerly Cigna Corporation) was incorporated in Delaware in 1981.

Halfmoon Parent, Inc.

was incorporated in Delaware in March 2018.

Halfmoon Parent, Inc.

was renamed Cigna Corporation and Cigna Holding Company became its subsidiary concurrent with the consummation of the combination with Express Scripts on December 20, 2018.

For purposes of these condensed financial statements, Cigna Corporation’s (the “Company”) wholly-owned and majority-owned subsidiaries are recorded using the equity method of accounting.

Note 1 — For purposes of these condensed financial statements, Cigna Corporation's (the "Company") wholly-owned and majority-owned subsidiaries are recorded using the equity method of accounting.

Note 2 — See Note 7 – Debt included in Part II, Item 8 of this Form 10-K for a description of the short-term and long-term debt obligations of Cigna Corporation and its subsidiaries.

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On March 3, 2021, the Company issued $ 4.3 billion of new senior notes.

The proceeds of this issuance were mainly used to pay the consideration for the cash tender and redemption offer as described below.

The proceeds of this issuance were mainly used to redeem outstanding debt securities.

The remaining proceeds are available for general corporate purposes.

Interest on this debt is paid semi-annually.

Principal Maturity Date Interest Rate Net Proceeds

$ 1,500 million March 15, 2030 2.4 % $ 1,491 million

$ 750 million March 15, 2040 3.2 % $ 743 million

$ 1,250 million March 15, 2050 3.4 % $ 1,237 million

• Debt tender and redemption:

In March and April 2020, the Company completed a tender offer and an optional redemption totaling $ 2.9 billion of aggregate principal amount of certain of its outstanding debt securities.

The principal amount repurchased in this tender offer was $ 1.3 billion.

Additionally, $ 1.6 billion of notes were repurchased via optional redemption.

The Company recorded a pre-tax loss of $ 171 million ($ 124 million after-tax), consisting primarily of premium payments on the tender and optional redemption.

Debt Exchange .

In the fourth quarter of 2019, the Company settled an exchange of approximately $ 12.7 billion of Notes issued by Express Scripts Holding Company, Medco Health Solutions, Inc.

and Cigna Holding Company for privately placed Notes issued by Cigna with the same interest rates and maturities and comparable other terms.

We initiated an exchange offer to register such debt in the second quarter of 2020 and completed the exchange in July 2020 .

Debt Repayment.

In 2020, the Company repaid $ 6.0 billion of long-term debt, including the $ 2.9 billion debt tender and redemption described above.

On December 31, 2020 Cigna issued a notice of full redemption to the holders of Cigna’s Senior Floating Rate Notes due 2021 (the “Notes”) pursuant to which Cigna redeemed the entire $ 1.0 billion aggregate principal amount of the Notes outstanding on January 15, 2021 at a redemption price calculated in accordance with the terms and conditions of the indenture governing the Notes.

$ 500 million (1)

March 15, 2024 0.613 % $ 499 million

$ 800 million (2)

March 15, 2026 1.250 % $ 797 million

$ 1,500 million (3)

March 15, 2031 2.375 % $ 1,492 million

$ 1,500 million (4)

March 15, 2051 3.400 % $ 1,479 million

(1) Redeemable at any time discounted at the U.S.

Treasury rate plus 7.5 basis points.

Redeemable at par on or after March 15, 2022.

(2) Redeemable at any time discounted at the U.S.

Treasury rate plus 10 basis points.

Redeemable at par on or after February 15, 2026.

(3) Redeemable at any time discounted at the U.S.

Treasury rate plus 15 basis points.

Redeemable at par on or after December 15, 2030.

(4) Redeemable at any time discounted at the U.S.

Treasury rate plus 20 basis points.

Redeemable at par on or after September 15, 2050.

• Debt redemption:

During 2021, the Company completed the redemption of a total of $ 4.2 billion in aggregate principal amount of certain of its outstanding debt securities.

The Company recorded a pre-tax loss of $ 131 million ($ 101 million after-tax), consisting primarily of premium payments.

Revolving Credit Agreements.

Cigna has a revolving credit and letter of credit agreement that matures in April 2023 and is diversified among 23 banks.

Cigna can borrow up to $ 3.25 billion for general corporate purposes, with up to $ 500 million available for issuance of letters of credit.

This revolving credit agreement also includes an option to increase the facility amount up to $ 500 million and an option to extend the termination date for additional one-year periods, subject to consent of the banks.

Additionally, Cigna has a 364 -day $ 1.0 billion revolving credit agreement that will mature in October 2021.

The agreement replaces the $ 1.0 billion 364 -day revolving credit agreement that expired in October 2020.

The agreement is diversified among 23 banks.

Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below.

As of December 31, 2021, there were no outstanding balances under these revolving credit agreements.

In April 2021, Cigna entered into a $ 3.0 billion five-year revolving credit and letter of credit agreement that matures in April 2026 and a $ 1.0 billion three-year revolving credit agreement that matures in April 2024, which are diversified among 23 banks and replaced the five-year revolving credit and letter of credit agreement that was scheduled to mature in April 2023.

Under the current agreements, Cigna can borrow up to $ 3.0 billion and $ 1.0 billion, respectively, for general corporate purposes, with up to $ 500 million available under the five-year facility for issuance of letters of credit.

The revolving credit agreements also include an option to extend the termination date for an additional one-yea r period, subject to consent of the banks.

Additionally, in April 2021, Cigna entered into a $ 1.0 billion 364-day revolving credit agreement that will mature in April 2022 and is diversified among 23 banks.

This agreement replaced the prior $ 1.0 billion 364-day revolving credit agreement that was scheduled to expire in October 2021.

Pursuant to this revolving credit agreement, Cigna can borrow up to $ 1.0 billion for general corporate purposes.

The agreement includes the option to "term out" any revolving loans that are outstanding at maturity by converting them into a term loan maturing on the one-year anniversary of conversion.

The revolving credit agreements contain customary covenants and restrictions including a financial covenant that the Company’s leverage ratio may not exceed 60 %.

As of December 31, 2020, there were no outstanding balances under the revolving credit agreements.

Term Loan Credit Agreement .

On April 1, 2020, the Company borrowed an aggregate principal amount of $ 1.4 billion under a new 364 -Day Term Loan Credit Agreement.

In connection with the sale of the Group Life and Disability business, on December 31, 2020 we repaid the entire $ 1.4 billion balance outstanding.

Each of the five-year facility, the three-year facility and the 364-day facility include an option to increase commitments in an aggregate amount of up to $ 1.5 billion across all three facilities.

Each of the three facilities also contain customary covenants and restrictions including a financial covenant that the Company's leverage ratio, as defined in the credit agreements, may not exceed 60 %, subject to certain exceptions upon the consummation of an acquisition.

Commercial Paper.

Under our commercial paper program we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers at any time not to exceed $ 4.25 billion.

Under our commercial paper program we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker dealers at any time not to exceed an aggregate amount of $ 5.0 billion.

Amounts available under the program may be borrowed, repaid and re-borrowed from time to time.

The net proceeds of issuances have been and are expected to be used for general corporate purposes.

The commercial paper program had approximately $ 1.0 billion outstanding at December 31, 2020 at an average interest rate of 0.2 %.

The commercial paper average interest rate was 0.26 % at December 31, 2021.

The Company was in compliance with its debt covenants as of December 31, 2021.

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Maturities after 2026 $ 20,947

Note 3 — Intercompany receivables of the Company consist primarily of net amounts due from Express Scripts Holdings of $ 1.4 billion (consisting of an $ 8.2 billion receivable offset by a $ 6.8 billion payable) as of December 31, 2020 and $ 3.9 billion (consisting of an $ 8.2 billion receivable offset by a $ 4.3 billion payable) as of December 31, 2019.

Note 3 — Intercompany receivables of the Company consist primarily of net amounts due from Express Scripts Holdings of $ 7.8 billion as of December 31, 2021 and $ 1.4 billion (consisting of an $ 8.2 billion receivable offset by a $ 6.8 billion payable) as of December 31, 2020.

Interest income on the receivable was accrued at an annual fixed rate of 5.50 %.

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Available-for-sale debt securities $ 26 $ 29 $ — $ ( 32 ) $ 23

Commercial mortgage loans $ 6 $ — $ — $ — $ 6

Accounts receivable, net $ 156 $ 54 $ — $ ( 84 ) $ 126

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Reinsurance recoverables $ 32 $ ( 2 ) $ — $ — $ 30

Investment asset valuation reserves

Available-for-sale debt securities $ — $ 82 $ — $ ( 56 ) $ 26

Commercial mortgage loans (1)

$ — $ ( 1 ) $ 7 $ — $ 6

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Reinsurance recoverables (2)

$ 2 $ ( 1 ) $ 31 $ — $ 32

Accounts receivable, net $ 217 $ 51 $ — $ ( 16 ) $ 252

Deferred tax asset valuation allowance $ 199 $ ( 6 ) $ 3 $ — $ 196

$ 72 $ ( 5 ) $ 132 $ — $ 199

Reinsurance recoverables $ 2 $ — $ — $ — $ 2

(1) The Company recorded an additional allowance of $ 7 million on January 1, 2020 upon the adoption of ASU 2016-13.

(2) Deferred tax valuation allowance amount includes amount assumed from Express Scripts in 2018.

(2) The Company recorded an additional allowance of $ 31 million on January 1, 2020 upon the adoption of ASU 2016-13.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures