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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 153 added, 242 removed, 441 unchanged (47% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of Cigna's disclosure controls and procedures conducted under the supervision and with the participation of Cigna's management (including Cigna's Chief Executive Officer and Chief Financial Officer), Cigna's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, Cigna's disclosure controls and procedures are effective to ensure that information required to be disclosed by Cigna in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to Cigna's management, including Cigna's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation of the effectiveness of The Cigna Group's disclosure controls and procedures conducted under the supervision and with the participation of The Cigna Group's management (including The Cigna Group's Chief Executive Officer and Chief Financial Officer), The Cigna Group's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, The Cigna Group's disclosure controls and procedures are effective to ensure that information required to be disclosed by The Cigna Group in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to The Cigna Group's management, including The Cigna Group's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Management's Annual Report on Internal Control over Financial Reporting

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

Management of The Cigna Group 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.

9 unchanged sentences

Change in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Cigna's internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, The Cigna Group's internal control over financial reporting.

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

2 unchanged sentences

Directors of the Registrant

The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "– Board Meetings and Committees" (as it relates to Audit Committee disclosure) in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "Corporate Governance Matters – Board Meetings and Committees" (as it relates to Audit Committee disclosure) in The Cigna Group's definitive proxy statement related to the 2023 annual meeting of shareholders ("the 2023 Proxy Statement") is incorporated herein by reference.

Executive Officers of the Registrant

1 unchanged sentence

Code of Ethics and Other Corporate Governance Disclosures

The information under the caption "Corporate Governance Matters – Codes of Ethics" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

The information under the caption "Corporate Governance Matters – Codes of Ethics" in the 2023 Proxy Statement is incorporated herein by reference.

We intend to promptly disclose on our website, in accordance with applicable rules, any required disclosure of changes to or waivers, if any, of our Code of Ethics or our Director Code of Business Conduct and Ethics.

Delinquent Section 16(a) Reports

The information under the caption "Ownership of Cigna Common Stock – Delinquent Section 16(a) Reports", if included in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders, is incorporated herein by reference.

The information under the caption "Ownership of The Cigna Group Common Stock – Delinquent Section 16(a) Reports", if included in the 2023 Proxy Statement, is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Inside Participation," "Compensation Matters – Compensation Discussion and Analysis," "– Report of the People Resources Committee" and "– Executive Compensation Tables" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Inside Participation," "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2023 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding Cigna's equity compensation plans as of December 31, 2021:

The following table presents information regarding The Cigna Group's equity compensation plans as of December 31, 2022:

Plan Category Securities To Be Issued

16 unchanged sentences

(ii) 256,005 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 530,191 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.

2011 Long-Term Incentive Plan, and 216,008 shares of common stock underlying stock option awards granted under the Medco Health Solutions, Inc.

2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before The Cigna Group's acquisition of Express Scripts in December 2018.

(2) The weighted-average exercise price is based only on outstanding stock options.

The outstanding stock options assumed due to Cigna's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of $148.00.

The outstanding stock options assumed due to The Cigna Group's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of $156.88.

Excluding the assumed options from this acquisition results in a weighted-average exercise price of $191.51.

1 unchanged sentence

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.

The information under the captions "Ownership of The Cigna Group Common Stock – Stock Held by Directors, Nominees and Executive Officers" and "Ownership of The Cigna Group Common Stock – Stock Held by Certain Beneficial Owners" in the 2023 Proxy Statement is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the captions "Corporate Governance Matters – Director Independence" and " – Certain Transactions" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Director Independence" and " – Certain Transactions" in the 2023 Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the captions "Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services" and "– Fees to Independent Registered Public Accounting Firm" in Cigna’s definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference.

The information under the captions "Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services" and "Audit Matters – Fees to Independent Registered Public Accounting Firm" in the 2023 Proxy Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

21 unchanged sentences

Filed by CHC as Exhibit 2.1 to the Current Report on Form 8-K on July 2, 2018 and incorporated herein by reference.

3.1 Amended and Restated Certificate of Incorporation of the registrant as last amended December 20, 2018

Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.

3.2 Restated Certificate of Incorporation of the registrant effective as of February 13, 2023

Filed by the registrant as Exhibit 3.2 to the Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference.

3.3 Amended and Restated By-Laws of the registrant as last amended February 13, 2023

Filed herewith.

Filed by the registrant as Exhibit 3.3 to the Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference.

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

19 unchanged sentences

Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.

4.3(a) Senior Indenture dated August 16, 2006 between Cigna Holding Company (formerly Cigna Corporation) and U.S.

4.3(a) Senior Indenture dated as of August 16, 2006 between Cigna Holding Company (formerly Cigna Corporation) and U.S.

Bank National Association

1 unchanged sentence

4.3(b) Supplemental Indenture No.

1 dated November 10, 2006 between Cigna Holding Company and U.S.

1 dated as of November 10, 2006 between Cigna Holding Company and U.S.

Bank National Association

1 unchanged sentence

4.3(c) Supplemental Indenture No.

2 dated March 15, 2007 between Cigna Holding Company and U.S.

2 dated as of March 15, 2007 between Cigna Holding Company and U.S.

Bank National Association

1 unchanged sentence

4.3(d) Supplemental Indenture No.

3 dated March 7, 2008 between Cigna Holding Company and U.S.

3 dated as of March 7, 2008 between Cigna Holding Company and U.S.

Bank National Association

1 unchanged sentence

4.3(e) Supplemental Indenture No.

5 dated May 17, 2010 between Cigna Holding Company and U.S.

Bank National Association

Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on May 28, 2010 and incorporated herein by reference.

4.3(f) Supplemental Indenture No.

6 dated December 8, 2010 between Cigna Holding Company and U.S.

Bank National Association

Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on December 9, 2010 and incorporated herein by reference.

4.3(g) Supplemental Indenture No.

7 dated March 7, 2011 between Cigna Holding Company and U.S.

7 dated as of March 7, 2011 between Cigna Holding Company and U.S.

Bank National Association

Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on March 8, 2011 and incorporated herein by reference.

4.3(h) Supplemental Indenture No.

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

4.3(f) Supplemental Indenture No.

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

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.

4.3(i) Supplemental Indenture No.

4.3(g) Supplemental Indenture No.

9 dated as of March 20, 2015, between Cigna Holding Company and U.S.

1 unchanged sentence

Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on March 26, 2015 and incorporated herein by reference.

4.3(j) Supplemental Indenture No.

4.3(h) Supplemental Indenture No.

10 dated as of September 14, 2017 between Cigna Holding Company and U.S.

1 unchanged sentence

Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K filed September 14, 2017 and incorporated herein by reference.

4.3(k) Supplemental Indenture No.

4.3(i) Supplemental Indenture No.

11 dated as of December 20, 2018, by and among Cigna Corporation, Cigna Holding Company and U.S.

1 unchanged sentence

Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.

4.3(l) Supplemental Indenture No.

4.3(j) Supplemental Indenture No.

12, dated as of October 11, 2019, among Cigna Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and U.S.

1 unchanged sentence

Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.

4.4(a) Indenture dated January 1, 1994 between Cigna Holding Company (formerly Cigna Corporation) and Marine Midland Bank

4.4(a) Indenture dated as of January 1, 1994 between Cigna Holding Company (formerly Cigna Corporation) and Marine Midland Bank

Filed by CHC as Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

5 unchanged sentences

Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.

4.5(a) Indenture dated June 30, 1988 between Cigna Holding Company (formerly Cigna Corporation) and Bankers Trust Company

4.5(a) Indenture dated as of June 30, 1988 between Cigna Holding Company (formerly Cigna Corporation) and Bankers Trust Company

Filed by CHC as Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

5 unchanged sentences

("ESI") as Exhibit 4.1 to the Current Report on Form 8-K filed November 25, 2011 and incorporated herein by reference.

4.6(b) Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference.

4.6(c) Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

4.6(b) Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESI as Exhibit 4.5 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference.

4.6(d) Seventh Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee , related to Express Scripts Holding Company's 3.900% senior notes due 2022

Filed by ESI as Exhibit 4.3 to the Current Report on Form 8-K filed February 10, 2012 and incorporated herein by reference.

4.6(e) Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

4.6(c) Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

Filed by Express Scripts Holding Company ("ESRX") as Exhibit 4.1 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference.

4.6(f) Eleventh Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.

4.6(g) Twelfth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.

4.6(h) Thirteenth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.6(d) Thirteenth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.

4.6(i) Sixteenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference.

4.6(j) Seventeenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.6(e) Seventeenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference.

4.6(k) Eighteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.6(f) Eighteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.

4.6(l) Nineteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.6(g) Nineteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.

4.6(m) Twentieth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4.6(h) Twentieth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.

4.6(n) Twenty-Second Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.

4.6(o) Twenty-Third Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and Calculation Agent

Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.

4.6(p) Twenty-Fourth Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee

Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.

4.6(q) Twenty-Fifth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation, Express Scripts Holding Company and Wells Fargo Bank, National Association, as trustee

4.6(i) Twenty-Fifth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation, Express Scripts Holding Company and Wells Fargo Bank, National Association, as trustee

Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.

4.6(r) Twenty-Sixth Supplemental Indenture, dated as of October 11, 2019, among Express Scripts Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and Wells Fargo Bank, National Association, as trustee

4.6(j) Twenty-Sixth Supplemental Indenture, dated as of October 11, 2019, among Express Scripts Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and Wells Fargo Bank, National Association, as trustee

Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.

4.7(a) Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as trustee

Filed by ESI as Exhibit 4.1 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference.

4.7(b) Third Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as trustee

Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference.

4.7(c) Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as trustee

Filed by ESI as Exhibit 4.6 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference.

4.7(d) Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as trustee

Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference.

4.7(e) Ninth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts, Inc.

and MUFG Union Bank, N.A.

(as successor to Union Bank, N.A.), as trustee

Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.

4.7 Description of Securities

3 unchanged sentences

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) 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(b) Amendment No.1 to the Cigna Long-Term Incentive Plan effective December 1, 2022

Filed herewith.

10.1(c) Form of Cigna LTIP:

6 unchanged sentences

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(f) 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(g) 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(h) Form of Cigna LTIP:

10.1(g) 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, 2020 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:

10.1(h) 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(l) Form of Cigna LTIP:

10.1(i) 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(m) 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.

Form of Cigna LTIP:

10.1(k) Form of Cigna Stock Unit Plan:

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.

Form of Cigna LTIP:

10.1(l) 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.

Form of Cigna LTIP:

10.1(m) 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.

Form of Cigna LTIP:

10.1(n) Form of Cigna LTIP:

Restricted Stock Grant Agreement

3 unchanged sentences

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:

Form of Cigna LTIP:

Covenant Agreement

16 unchanged sentences

Filed by ESRX as Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference.

10.5(c) Form of Stock Option Grant Notice used with respect to certain grants of stock options by Express Scripts Holding Company prior to 2013 under the ESI LTIP

Filed by ESRX as Exhibit 10.14 to the Current Report on Form 8-K on April 2, 2012 and incorporated herein by reference.

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

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

Filed by ESRX as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.

10.6(a) Medco Health Solutions, Inc.

10.6 Medco Health Solutions, Inc.

2002 Stock Incentive Plan (as amended and restated effective April 2, 2012)

1 unchanged sentence

333-228930) on December 20, 2018 and incorporated herein by reference.

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

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

Filed by the registrant as Exhibit 4.12 to the Registration Statement on Form S-8 (No.

333-228930) on December 20, 2018 and incorporated herein by reference.

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

49 unchanged sentences

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

Filed herewith.

Filed by the registrant as Exhibit 10.17(a) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.

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

Filed herewith.

Filed by the registrant as Exhibit 10.17(b) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.

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

9 unchanged sentences

Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on October 30, 2020 and incorporated herein by reference.

10.23 Description of Severance Benefits for Executives in Non-Change of Control Circumstances

Filed by CHC as Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

10.24 Cigna Executive Incentive Plan amended and restated as of January 1, 2012

Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 and incorporated herein by reference.

10.22 Description of Cigna Corporation Financial Services Program

10 unchanged sentences

Filed by CHC as Exhibit 10.1(b) to the Quarterly Report on Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference.

Retention Agreement by and between Cigna Corporation and Mr.

Timothy Wentworth, dated as of May 12, 2018

Filed by the registrant as Exhibit 10.1 to Amendment No.

1 to the Registration Statement on Form S-4 (No.

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

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.

10.32 Schedule regarding Amended Deferred Stock Unit Agreements effective December 31, 2008 with John M.

Murabito and Form of Amended Deferred Stock Unit Agreement

Filed by CHC as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.

10.33 Retention Agreement between the Cigna Corporation and Steven B.

Miller dated October 9, 2018

Filed by the registrant as Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.

10.34 Agreement and Release between the Company and Matthew G.

Manders dated October 16, 2017

Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on October 18, 2017 and incorporated herein by reference.

10.27 Offer letter for Eric Palmer dated December 6, 2020

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.

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

Filed herewith.

10.28 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

10.29 Revolving Credit and Letter of Credit Agreement, dated as of April 28, 2022, 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 Fargo Securities, 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 29, 2022 and incorporated herein by reference.

5 unchanged sentences

Filed herewith.

31.1 Certification of Chief Executive Officer of Cigna Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.1 Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

Filed herewith.

31.2 Certification of Chief Financial Officer of Cigna Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

31.2 Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934

Filed herewith.

32.1 Certification of Chief Executive Officer of Cigna Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

32.1 Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Furnished herewith.

32.2 Certification of Chief Financial Officer of Cigna Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

32.2 Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Furnished herewith.

101 The following materials from Cigna Corporation's Annual Report on Form 10-K for the year ended December 31, 2021, formatted in inline XBRL (Extensible Business Reporting Language):

101 The following materials from The Cigna Group's Annual Report on Form 10-K for the year ended December 31, 2022, formatted in inline XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets;

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February 23, 2023

CIGNA CORPORATION

THE CIGNA GROUP

Executive Vice President and

3 unchanged sentences

Signature Title

Cordani Chief Executive Officer and Chairman of the Board

Cordani Chairman and Chief Executive Officer

(Principal Executive Officer)

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Mazzarella Director

/s/ Mark McClellan, M.D.

Mark McClellan, M.D.

Partridge Director

McClellan, M.D.

/s/ Kimberly A.

1 unchanged sentence

Wiseman Lead Independent Director

CIGNA CORPORATION AND SUBSIDIARIES

THE CIGNA GROUP AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm on Financial Statement Schedules FS-2

I Condensed Financial Information of Cigna Corporation (Registrant) FS-3

I Condensed Financial Information of The Cigna Group (Registrant) FS-2

Statements of Income for the Years Ended December 31, 2022, 2021 and 2020

Balance Sheets as of December 31, 2021 and 2020 FS-4

Balance Sheets as of December 31, 2022 and 2021

Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020

Notes to Condensed Financial Statements FS-5

II Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2020 and 2019

II Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2022, 2021 and 2020

Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm on

Financial Statement Schedules

To the Board of Directors and Shareholders of Cigna Corporation

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.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

February 24, 2022

CIGNA CORPORATION AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION

THE CIGNA GROUP AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

STATEMENTS OF INCOME

For the years ended

For the Years Ended December 31,

(In millions) 2022 2021 2020

7 unchanged sentences

Interest and other expense

( 1,215 ) ( 1,197 ) ( 1,324 )

Intercompany interest expense

( 147 ) ( 13 ) ( 48 )

Debt extinguishment costs — ( 131 ) ( 171 )

Loss before income taxes ( 881 ) ( 878 ) ( 1,071 )

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

Income tax benefits

( 183 ) ( 180 ) ( 234 )

Loss of Parent Company ( 698 ) ( 698 ) ( 837 )

2 unchanged sentences

Shareholders' other comprehensive income (loss), net of tax

Net unrealized appreciation (depreciation) on securities and derivatives ( 215 ) ( 75 ) 957

Net translation (losses) gains of foreign currencies ( 218 ) 260 ( 54 )

Net unrealized depreciation on securities and derivatives

( 1,005 ) ( 215 ) ( 75 )

Net translation gains (losses) of foreign currencies

74 ( 218 ) 260

Postretirement benefits liability adjustment 420 410 ( 105 )

Shareholders' other comprehensive income (loss), net of tax ( 23 ) 80 770

Shareholders' other comprehensive (loss) income, net of tax

( 511 ) ( 23 ) 80

Shareholders' comprehensive income $ 6,157 $ 5,342 $ 8,538

See Notes to Financial Statements on the following pages.

CIGNA CORPORATION AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION

THE CIGNA GROUP AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

BALANCE SHEETS

7 unchanged sentences

Investments in subsidiaries 70,877 70,896

Other noncurrent assets 17 22

Other non-current assets 99 17

TOTAL ASSETS $ 81,463 $ 80,016

3 unchanged sentences

Intercompany payable 5,705 5

Other non-current liabilities 26 —

Long-term debt 26,815 29,671

10 unchanged sentences

See Notes to Financial Statements on the following pages.

CIGNA CORPORATION AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION

THE CIGNA GROUP AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

STATEMENTS OF CASH FLOWS

For the years ended

For the Years Ended December 31,

(In millions) 2022 2021 2020

9 unchanged sentences

NET CASH PROVIDED BY OPERATING ACTIVITIES

1,661 2,782 8,573

Cash Flows from Investing Activities

Net change in loans due to (from) affiliates ( 1,007 ) ( 265 ) —

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

Net change in loans due from affiliates

( 901 ) ( 1,007 ) ( 265 )

Net proceeds from short-term investments sold (purchased)

99 ( 50 ) ( 19 )

NET CASH USED IN INVESTING ACTIVITIES

( 802 ) ( 1,057 ) ( 284 )

Cash Flows from Financing Activities

Net change in amounts due to affiliates 10,392 2,062 2,262

Proceeds on issuance of commercial paper 997 86 944

Net change in commercial paper ( 2,027 ) 997 86

Payments for debt extinguishment — ( 126 ) ( 181 )

5 unchanged sentences

Tax withholding on stock compensation and other ( 73 ) ( 86 ) ( 87 )

Other — — ( 13 )

NET CASH USED IN FINANCING ACTIVITIES

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

( 740 ) ( 5,849 ) ( 4,132 )

Net increase (decrease) in cash,cash equivalents and restricted cash

119 ( 4,124 ) 4,157

Cash and cash equivalents, beginning of year 33 4,157 —

Cash and cash equivalents, end of year $ 33 $ 4,157 $ —

Cash, cash equivalents and restricted cash, end of year (1)

$ 152 $ 33 $ 4,157

(1) Includes restricted cash reported in Other non-current assets as of December 31, 2022.

See Notes to Financial Statements on the following pages.

CIGNA CORPORATION AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION

THE CIGNA GROUP AND SUBSIDIARIES

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

NOTES TO CONDENSED FINANCIAL STATEMENTS

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 — 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.

Debt Issuance and Redemption.

In order to decrease future interest expense and reduce future refinancing risk, the Company entered into the following transactions during 2021:

• Debt issuance:

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

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

$ 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.

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

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.

Cigna Corporation was renamed The Cigna Group in February 2023.

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 The Cigna Group and its subsidiaries.

Short-term and Credit Facilities Debt

Revolving Credit Agreements.

1 unchanged sentence

As of December 31, 2022, 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.

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.

In April 2022, The Cigna Group entered into the following revolving credit agreements (the "Credit Agreements"):

• a $ 3.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2027 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks.

The Company can borrow up to $ 3.0 billion under the credit agreement for general corporate purposes, with up to $ 500 million available for issuance of letters of credit.

• a $ 1.0 billion three-year revolving credit agreement that will mature in April 2025 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks.

The Company can borrow up to $ 1.0 billion under the credit agreement for general corporate purposes.

• a $ 1.0 billion 364-day revolving credit agreement that will mature in April 2023.

The Company can borrow up to $ 1.0 billion under the credit agreement for general corporate purposes.

This 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.

Each of the Credit Agreements include an option to increase commitments in an aggregate amount of up to $ 1.5 billion across all three facilities for a maximum total commitment of $ 6.5 billion.

The Credit Agreements allow for borrowings at either a base rate or an adjusted term Secured Overnight Funding Rate ("SOFR") plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings.

Each of the three facilities is diversified among 22 banks.

Each facility also contains 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.

The Credit Agreements replaced a prior $ 3.0 billion five-year revolving credit and letter of credit agreement maturing on April 2026, a $ 1.0 billion three-year revolving credit agreement maturing on April 2024 and a $ 1.0 billion 364-day revolving credit agreement maturing in April 2022.

Commercial Paper.

2 unchanged sentences

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

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.

Maturity of the Company's long-term debt is as follows:

There was no commercial paper outstanding balance as of December 31, 2022.

Long-Term Debt

Debt Issuance and Redemption.

The Company did not enter into any debt issuances or redemptions in 2022.

In order to decrease future interest expense, mitigate future refinancing risk and raise proceeds for general corporate purposes, the Company entered into the following transactions during 2021:

• Debt issuance:

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

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

The remaining proceeds were used primarily for general corporate purposes.

• 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.

Maturities of the Company's long-term debt are as follows:

(In millions)

Maturities after 2027 $ 18,891

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 %.

Interest expense on the payable was accrued at an average rate of 0.20 % in 2021.

Note 4 — The Company had guarantees of approximately $ 86 million as of December 31, 2021.

These guarantees are primarily related to outstanding letters of credit.

In 2021, no payments have been made on these guarantees.

CIGNA CORPORATION AND SUBSIDIARIES

Debt Covenants.

The Company was in compliance with its debt covenants as of December 31, 2022.

Note 3 — The Company's intercompany receivables consist primarily of net intercompany loan amounts due from Evernorth Health, Inc.

of $ 8.3 billion as of December 31, 2022 and $ 7.8 billion as of December 31, 2021.

Interest income on the loan receivable was accrued at an average rate of 4.65 % in 2022.

The Company's intercompany payables consist primarily of net intercompany loan borrowing from three indirect wholly-owned subsidiaries as of December 31, 2022.

Interest expense on the loan payable was accrued at an average rate of 2.82 % in 2022.

Note 4 — The Company guaranteed approximately $ 730 million of payment obligations primarily related to certain indirect wholly-owned subsidiaries.

There were no liabilities required for these guarantees as of December 31, 2022.

THE CIGNA GROUP AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

9 unchanged sentences

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

$ — $ ( 1 ) $ 7 $ — $ 6

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

1 unchanged sentence

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

Investment asset valuation reserves

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

Commercial mortgage loans (1)

$ — $ ( 1 ) $ 7 $ — $ 6

2 unchanged sentences

Reinsurance recoverables (2)

$ 2 $ ( 1 ) $ 31 $ — $ 32

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

1 unchanged sentence

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