What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-23 · 94 added, 78 removed, 516 unchanged (25% of the section changed)

18 unchanged sentences

OTHER INFORMATION

Rule 10b5-1 Plan Elections

During the three months ended December 31, 2023, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

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," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2023 Proxy Statement is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Insider Participation," "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2024 Proxy Statement is incorporated herein by reference.

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

53 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.

3.2 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.

3.2 Restated Certificate of Incorporation of the registrant effective as of April 26, 2023

Filed by the registrant as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference.

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

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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.

4.1 (g) Sixth Supplemental Indenture, dated as of March 7, 2023, 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 7, 2023 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.

9 unchanged sentences

4.3(c) Supplemental Indenture No.

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

Bank National Association

Filed by CHC as Exhibit 4.1(c) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and incorporated herein by reference.

4.3(d) Supplemental Indenture No.

3 dated as of March 7, 2008 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 March 10, 2008 and incorporated herein by reference.

4.3(e) Supplemental Indenture No.

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(f) Supplemental Indenture No.

8 dated as of November 10, 2011 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 November 14, 2011 and incorporated herein by reference.

4.3(g) Supplemental Indenture No.

4.3(d) 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(h) Supplemental Indenture No.

4.3(e) 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(i) Supplemental Indenture No.

4.3(f) 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(j) Supplemental Indenture No.

4.3(g) Supplemental Indenture No.

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

36 unchanged sentences

4.7 Description of Securities

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.

Filed herewith.

Exhibits 10.1 through 10.26 are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.

2 unchanged sentences

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

Filed herewith.

Filed by the registrant as Exhibit 10.1(b) to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference.

10.1(c) Form of Cigna LTIP:

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10.3 Cigna Stock Unit Plan, as amended and restated effective February 22, 2017

Filed by CHC as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and incorporated herein by reference.

Filed by CHC as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference.

10.4(a) Express Scripts Holding Company 2016 Long-Term Incentive Plan (the "ESRX LTIP")

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1 to the Cigna Supplemental Pension Plan of 2005

Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 and incorporated herein by reference.

Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2009 and incorporated herein by reference.

10.14(a) Cigna Supplemental 401(k) Plan effective January 1, 2010

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10.15 Cigna Corporation Non-Employee Director Compensation Program amended and restated effective February 26, 2014

Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and incorporated herein by reference.

Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2014 and incorporated herein by reference.

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

16 unchanged sentences

10.23 Offer Letter for Eric P.

Palmer dated June 16, 2017

Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on June 19, 2017 and incorporated herein by reference.

10.24 Nicole Jones' Offer of Employment dated April 27, 2011

Filed by CHC as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended March 31, 2012 and incorporated herein by reference.

10.25 Employment Agreement for Jason D.

Sadler dated May 7, 2010

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

10.26 Promotion Letter for Jason Sadler dated June 2, 2014

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.

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.

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.

Palmer dated January 16, 2024

Filed herewith.

10.24 Offer Letter for Nicole S.

Jones dated September 14, 2023

Filed by the registrant as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference.

10.25 Offer Letter for Noelle K.

Eder dated September 14, 2023

Filed by the registrant as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference.

10.26 Offer letter for Brian Evanko dated January 16, 2024

Filed herewith.

10.27 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

14 unchanged sentences

Furnished herewith.

97.1 Incentive Compensation Clawback Policy

Filed herewith.

101 The following materials from The Cigna Group's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in inline XBRL (Extensible Business Reporting Language):

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THE CIGNA GROUP

Executive Vice President and

Chief Financial Officer

Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare

(Principal Financial Officer)

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(Principal Executive Officer)

Evanko Executive Vice President and Chief Financial Officer

Evanko Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare

(Principal Financial Officer)

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McClellan, M.D.

/s/ Philip O.

Ozuah, M.D., Ph.D.

Ozuah Director

/s/ Kimberly A.

1 unchanged sentence

Wiseman Lead Independent Director

Zarcone Director

THE CIGNA GROUP AND SUBSIDIARIES

31 unchanged sentences

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

Net unrealized depreciation on securities and derivatives

Net unrealized appreciation (depreciation) on securities and derivatives

503 ( 1,598 ) ( 302 )

Net long-duration insurance and contractholder liabilities measurement adjustments ( 715 ) 509 67

Net translation gains (losses) of foreign currencies

74 ( 218 ) 260

Postretirement benefits liability adjustment 1 420 410

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

Shareholders' other comprehensive loss, net of tax

( 206 ) ( 590 ) ( 43 )

Shareholders' comprehensive income $ 4,958 $ 6,114 $ 5,327

(1) Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023.

See Note 1 to Schedule 1 for further information.

See Notes to Financial Statements on the following pages.

5 unchanged sentences

Cash and cash equivalents $ 303 $ 115

Short-term investments — 99

Other current assets 6 6

Total current assets 309 121

Intercompany receivable 10,366 8,962

Investments in subsidiaries 69,703 70,679

Intercompany receivable 11,475 10,366

Other non-current assets 77 99

3 unchanged sentences

Total current liabilities 4,302 4,044

Long-term debt 27,151 26,815

Intercompany payable 3,874 5,705

Other non-current liabilities 14 26

Long-term debt 26,815 29,671

TOTAL LIABILITIES 35,341 36,590

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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 81,564 $ 81,265

(1) Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023.

See Note 1 to Schedule 1 for further information.

See Notes to Financial Statements on the following pages.

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Cash Flows from Investing Activities

Net change in loans due from affiliates

( 901 ) ( 1,007 ) ( 265 )

Net change in amounts due from affiliates 622 ( 901 ) ( 1,007 )

Net proceeds from short-term investments sold (purchased)

99 ( 50 ) ( 19 )

NET CASH USED IN INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

622 ( 802 ) ( 1,057 )

13 unchanged sentences

183 119 ( 4,124 )

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

Cash, cash equivalents and restricted cash, beginning of year 152 33 4,157

Cash, cash equivalents and restricted cash, end of year (2)

$ 335 $ 152 $ 33

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

Noncash Investing and Financing Activities:

Net amounts due to/(from) affiliates settled through capital transactions ( 5,221 ) ( 5,037 ) ( 8,429 )

(1) Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts in 2023.

See Note 1 to Schedule 1 for further information.

(2) Includes restricted cash reported in Other non-current assets as of December 31, 2023 and December 31, 2022.

See Notes to Financial Statements on the following pages.

4 unchanged sentences

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.

On January 1, 2023, The Cigna Group and its subsidiaries adopted Targeted Improvements to the Accounting for Long-Duration Contracts, Accounting Standards Update ("ASU") 2018-12 and related amendments.

See Note 2 - Summary of significant accounting policies included in Part II, Item 8 of this Form 10-K for a description of the key provisions and impacts.

The Cigna Group, through its predecessor companies, was incorporated in Delaware in 1981.

Cigna Corporation was renamed The Cigna Group in February 2023.

7 unchanged sentences

The Company can borrow up to $ 4.0 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 2024.

1 unchanged sentence

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.

Each of the Credit Agreements include an option to increase commitments in an aggregate amount of up to $ 1.5 billion across both 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 of the two facilities is diversified among 21 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.

4 unchanged sentences

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

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

The commercial paper program had approximately

$ 1.2 billion outstanding at December 31, 2023 and an average interest rate of 5.63 %.

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:

Debt Issuance and Debt Tender Offers.

On February 5, 2024, we issued $ 4.5 billion of new senior notes.

The proceeds from this debt were used to pay the consideration for the cash tender offers as described below.

We intend to use the remaining net proceeds to fund the repayment of our senior notes maturing in March 2024 and for general corporate purposes, which may include repayment of indebtedness and repurchases of shares of our common stock.

Concurrent with the debt issuance, The Company and its subsidiaries commenced tender offers to purchase for cash up to $ 2.25 billion in aggregate principal amount of outstanding notes, which included any and all of the $ 1.0 billion senior notes due June 2024.

Following the early tender results, we increased the tender offers to up to $ 2.55 billion.

On February 22, 2024, we purchased $ 1.8 billion principal amount of notes at early settlement of the tender offers.

The tender offers will expire on March 5, 2024.

On March 7, 2023, the Company issued $ 1.5 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:

The proceeds of this issuance were used for general

corporate purposes, and included repayment of outstanding debt securities.

Interest on this debt is paid semi-annually.

Principal Maturity Date Interest Rate Net Proceeds

$ 700 million (1)

March 15, 2026 5.685 % $ 698 million

$ 800 million (2)

March 15, 2033 5.400 % $ 796 million

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

Treasury rate plus 20 basis points.

Redeemable at par on or after March 15, 2024.

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

Treasury rate plus 25 basis points.

Redeemable at par on or after December 15, 2032.

Debt Maturities.

Maturities of the Company's long-term debt are as follows and exclude the impacts of the 2024 debt issuance and debt tender offers discussed above.

(In millions)

5 unchanged sentences

Interest income on the loan receivable was accrued at an average rate of 5.21 % in 2023.

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

The Company's intercompany payables primarily reflect intercompany balances related to cash pooling arrangements as well as net intercompany loan borrowing from three indirect wholly-owned subsidiaries as of December 31, 2023.

Interest expense on the loan payable was accrued at an average rate of 3.65 % in 2023.

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.

Note 4 - The Company guaranteed approximately $ 2.9 billion primarily related to intercompany indebtedness and financial obligations of certain direct and indirect wholly-owned subsidiaries.

There were immaterial liabilities required for these guarantees as of December 31, 2023.

Effective January 2024, the amount of such guarantees increased to $ 6.4 billion.

Note 5 - In February 2024, as part of our existing share repurchase program, we entered into separate ASR agreements ("2024 ASR agreements") with Deutsche Bank AG and Bank of America, N.A.

(collectively, the "2024 Counterparties") to repurchase $ 3.2 billion of common stock in aggregate.

We remitted $ 3.2 billion to the 2024 Counterparties and received an initial delivery of approximately 7.6 million shares of our common stock on February 15, 2024 representing $ 2.6 billion of the total remitted.

We expect final settlement under the 2024 ASR agreements to occur in the second quarter of 2024.

THE CIGNA GROUP AND SUBSIDIARIES

13 unchanged sentences

Reinsurance recoverables (1)

$ 28 $ 7 $ — $ — $ 35

Investment asset valuation reserves

1 unchanged sentence

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

$ — $ ( 1 ) $ 7 $ — $ 6

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

2 unchanged sentences

$ 30 $ ( 2 ) $ — $ — $ 28

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

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

(1) Amounts have been restated to reflect the adoption of Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI") in 2023.

See Note 2 to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for further information.

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