What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 96 added, 137 removed, 473 unchanged (33% of the section changed)

14 unchanged sentences

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, 2024.

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.

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

Change in Internal Control over Financial Reporting

2 unchanged sentences

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.

During the three months ended December 31, 2024, the following 10b5-1 director and officer trading plan arrangement change occurred:

On December 11, 2024 , Retired Maj.

Elder Granger, M.D.

, Director of The Cigna Group , adopted a 10b5-1 plan.

General Granger's plan provides for the exercise of vested stock options and the associated sale of up to 2,376 shares of The Cigna Group common stock through December 19, 2025.

This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934 and the Company's policies regarding insider transactions.

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 "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 2024 annual meeting of shareholders ("the 2024 Proxy Statement") 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 the Audit Committee disclosure) in the definitive proxy statement of The Cigna Group related to the 2025 annual meeting of shareholders ("the 2025 Proxy Statement") is incorporated herein by reference.

Executive Officers of the Registrant

5 unchanged sentences

The information under the caption "Ownership of The Cigna Group Common Stock – Delinquent Section 16(a) Reports," if included in the 2025 Proxy Statement, is incorporated herein by reference.

Insider Trading Arrangements and Policies

The information under the caption "Compensation Matters – Insider Trading Arrangements and Policies" in the 2025 Proxy Statement is incorporated herein by reference.

EXECUTIVE COMPENSATION

1 unchanged sentence

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

The following table presents information regarding The Cigna Group's equity compensation plans as of December 31, 2023:

The following table presents information regarding The Cigna Group equity compensation plans as of December 31, 2024:

Plan Category Securities To Be Issued

14 unchanged sentences

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

(i) 57,961 restricted stock units, 34,015 deferred shares and 1,372,834 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;

(i) 51,563 restricted stock units, 34,006 deferred shares and 1,200,608 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan and the Cigna Corporation Director Equity Plan;

(ii) 190,785 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 171,987 shares of common stock underlying stock option awards granted under the Express Scripts, Inc.

2011 Long-Term Incentive Plan, and 182,865 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.

2011 Long-Term Incentive Plan and 104,528 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 acquisition of Express Scripts by The Cigna Group in December 2018.

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

The outstanding stock options assumed due to The Cigna Group's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of $154.55.

The outstanding stock options assumed due to the acquisition of Express Scripts by The Cigna Group, in aggregate, have a weighted-average exercise price of $151.37.

Excluding the assumed options from this acquisition results in a weighted-average exercise price of $233.14.

3 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the captions "Corporate Governance Matters – Director Independence" and " – Certain Transactions" in the 2024 Proxy Statement is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Director Independence" and "Corporate Governance Matters – Certain Transactions" in the 2025 Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

1 unchanged sentence

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) The following Financial Statements can be found under Part II Item 8 of this Form 10-K:

(a) (1) The following Financial Statements can be found under Part II.

Item 8 of this Form 10-K:

Report of Independent Registered Public Accounting Firm.

12 unchanged sentences

Number Description Method of Filing

2.1(a) Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts Holding Company, Cigna Holding Company (formerly Cigna Corporation), Halfmoon I, Inc.

and Halfmoon II, Inc.

Filed by Cigna Holding Company ("CHC") as Exhibit 2.1 to the Current Report on Form 8-K on March 13, 2018 and incorporated herein by reference.

2.1(b) Amendment No.

1, dated as of June 27, 2018, to the Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Cigna Holding Company, Halfmoon I, Inc.

and Halfmoon II, Inc.

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 April 26, 2023

23 unchanged sentences

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.

Morgan Securities LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, each as dealer managers

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.

4.1 (h) Seventh Supplemental Indenture, dated as of February 13, 2024, 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 February 13, 2024 and incorporated herein by reference.

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

33 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 as of June 30, 1988 between Cigna Holding Company (formerly Cigna Corporation) and Bankers Trust Company

4.4 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.

4.5(b) Supplemental Indenture No.

1 dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Cigna Holding Company and Deutsche Bank Trust Company Americas, a New York banking corporation (as successor to Bankers Trust Company), as trustee

Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.

4.5(a) Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee

5 unchanged sentences

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(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(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

4.5(d) 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(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(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

4.5(e) 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(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

4.5(f) 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(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

4.5(g) 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(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

4.5(h) 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.

4.6 Description of Securities

Filed herewith.

Filed by the registrant as Exhibit 4.7 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

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

1 unchanged sentence

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 to the Cigna Long-Term Incentive Plan effective December 1, 2022

10.1(b) Amendment No.1 to the Cigna LTIP effective December 1, 2022

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.

4 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(e) 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.

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(f) Form of Cigna LTIP:

2 unchanged sentences

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(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(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.

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(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.

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.

10.1(m) Form of Cigna LTIP:

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

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, 2021 and incorporated herein by reference.

Form of Cigna LTIP:

10.1(j) 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.

Form of Cigna LTIP:

10.1(k) 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

Filed by CHC as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

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 period ended March 31, 2017 and incorporated herein by reference.

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

35 unchanged sentences

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.

10.9(c) Amendment No.

2 to the Express Scripts, Inc.

4 unchanged sentences

10.10(b) Amendment No.

1 to the Cigna Supplemental Pension Plan, amended and restated effective as of September 1, 1999

1 dated December 21, 1999 to the Cigna Supplemental Pension Plan, amended and restated effective as of September 1, 1999

Filed by CHC as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

10.10(c) Amendment No.

2 dated December 6, 2000 to the Cigna Supplemental Pension

2 dated December 6, 2000 to the Cigna Supplemental Pension Plan

Filed by CHC as Exhibit 10.16(c) to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.

4 unchanged sentences

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

10.12(a) The Cigna Group Supplemental 401(k) Plan effective January 1, 2010

Filed by the registrant as Exhibit 4.7 to the Registration Statement on Form S-8 (No.

1 unchanged sentence

10.12(b) Amendment No.

1 to the Cigna Supplemental 401(k) Plan

1 to The Cigna Group Supplemental 401(k) Plan

Filed by the registrant as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.

10.12(c) Amendment No.

2 to the Cigna Supplemental 401(k) Plan

2 to The Cigna Group Supplemental 401(k) Plan

Filed by the registrant as Exhibit 10.15(c) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.

10.12(d) Amendment No.

3 to the Cigna Supplemental 401(k) Plan

3 to The Cigna Group Supplemental 401(k) Plan

Filed by the registrant as Exhibit 10.15(d) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.

1 unchanged sentence

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

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

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.

1 unchanged sentence

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.

10.14(c) The Cigna Group Non-Employee Director Compensation Program, amended and restated effective July 24, 2024

Filed herewith.

10.15 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.

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

Filed by CHC as Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.

10.16 Deferred Compensation Plan of 2005 for Directors of Cigna Corporation, Amended and Restated effective April 28, 2010

9 unchanged sentences

Palmer dated January 16, 2024

Filed herewith.

Filed by the registrant as Exhibit 10.23 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

10.21 Offer Letter for Nicole S.

5 unchanged sentences

10.23 Offer letter for Brian Evanko dated January 16, 2024

Filed herewith.

Filed by the registrant as Exhibit 10.26 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

10.24 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

2 unchanged sentences

Filed by CHC as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.

10.26 Revolving Credit and Letter of Credit Agreement, dated as of April 25, 2024, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc.

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 26, 2024 and incorporated herein by reference.

19.1 Securities Transactions and Insider Trading Policy

Filed herewith.

21 Subsidiaries of the Registrant

11 unchanged sentences

97.1 Incentive Compensation Clawback Policy

Filed herewith.

Filed by the registrant as Exhibit 97.1 to the Annual Report on Form 10-K for the period ended December 31, 2023 and incorporated herein by reference.

101 The following materials from The Cigna Group's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL (Extensible Business Reporting Language):

18 unchanged sentences

Signature Title

Cordani Chairman and Chief Executive Officer

Cordani Chairman and Chief Executive Officer of The Cigna Group

(Principal Executive Officer)

1 unchanged sentence

(Principal Financial Officer)

Agoglia Hoeltzel

Agoglia Hoeltzel Senior Vice President, Tax and Chief Accounting Officer

/s/ Jamie Kates

Jamie Kates Vice President and Global Chief Accounting Officer

(Principal Accounting Officer)

10 unchanged sentences

Mazzarella Director

McClellan, M.D.

McClellan, M.D., Ph.D.

/s/ Philip O.

Ozuah, M.D., Ph.D.

Ozuah Director

Ozuah, M.D., Ph.D.

/s/ Kimberly A.

16 unchanged sentences

(In millions) 2024 2023

Net investment income $ 22 $ 5 $ —

Net investment income and other revenue $ 26 $ 22 $ 5

Intercompany interest income 469 516 478

4 unchanged sentences

Income from operations 481 536 481

Interest and other expense

( 1,332 ) ( 1,215 ) ( 1,197 )

Interest expense and other ( 1,388 ) ( 1,332 ) ( 1,215 )

Intercompany interest expense

( 2 ) ( 118 ) ( 147 )

Debt extinguishment costs — — ( 131 )

Loss before income taxes ( 909 ) ( 914 ) ( 881 )

8 unchanged sentences

Net long-duration insurance and contractholder liabilities measurement adjustments ( 1,067 ) ( 715 ) 509

Net translation gains (losses) of foreign currencies

Net translation (losses) gains of foreign currencies

Postretirement benefits liability adjustment ( 22 ) 1 420

2 unchanged sentences

Shareholders' comprehensive income $ 2,957 $ 4,958 $ 6,114

(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.

27 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 73,771 $ 81,564

(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.

9 unchanged sentences

Equity in income of subsidiaries ( 4,154 ) ( 5,886 ) ( 7,402 )

Debt extinguishment costs — — 131

Dividends received from subsidiaries 2,916 1,381 2,056

5 unchanged sentences

Net change in amounts due from affiliates — 622 ( 901 )

Net proceeds from short-term investments sold (purchased)

Net proceeds from short-term investments sold

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

3 unchanged sentences

Net change in commercial paper ( 357 ) 1,237 ( 2,027 )

Payments for debt extinguishment — — ( 126 )

Repayment of long-term debt ( 2,731 ) ( 2,822 ) ( 430 )

6 unchanged sentences

( 2,278 ) ( 2,278 ) ( 740 )

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

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

( 145 ) 183 119

3 unchanged sentences

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.

Net amounts due from affiliates settled through capital transactions

( 7,565 ) ( 5,221 ) ( 5,037 )

(1) Includes restricted cash reported in Other non-current assets.

See Notes to Financial Statements on the following pages.

3 unchanged sentences

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, The Cigna Group's (the "Company") wholly-owned and majority-owned subsidiaries are recorded using the equity method of accounting.

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.

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

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

5 unchanged sentences

As of December 31, 2024, there were no outstanding balances under these revolving credit agreements.

In April 2023, The Cigna Group entered into the following revolving credit agreements (the "Credit Agreements"):

In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following revolving credit agreements (the "Credit Agreements"):

• A $ 5.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2029 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks.

3 unchanged sentences

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 both facilities for a maximum total commitment of $ 6.5 billion.

Each of the Credit Agreements includes an option to increase commitments in an aggregate amount of up to $ 1.5 billion across both facilities for a maximum total commitment of $ 8.0 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 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.

The Credit Agreements replaced a prior $ 3.0 billion five-year revolving credit and letter of credit agreement maturing on April 2027, a $ 1.0 billion three-year revolving credit agreement maturing on April 2025 and a $ 1.0 billion 364-day revolving credit agreement maturing in April 2023.

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 program had approximately

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

The commercial paper program had approximately $ 0.9 billion outstanding as of December 31, 2024 and an average interest rate of 4.65 %.

Long-Term Debt

Debt Issuance and Debt Tender Offers.

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

In February 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 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

We used the remaining net proceeds to fund the

repayment of our senior notes that matured in March 2024 and for general corporate purposes, including repayment of indebtedness and repurchases of shares of our common stock.

Interest on this debt is paid semiannually.

Principal Maturity Date Interest Rate Net Proceeds Redeemable Date (1)

"Make Whole" Premium (2)

$ 1,000 million

March 15, 2026 5.685 % $ 698 million

May 15, 2029 5.000 % $ 995 million April 15, 2029 15

$ 750 million

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.

May 15, 2031 5.125 % $ 746 million March 15, 2031 15

$ 1,250 million

February 15, 2034 5.250 % $ 1,244 million November 15, 2033 20

$ 1,500 million

February 15, 2054 5.600 % $ 1,485 million August 15, 2053 20

(1) Redeemable at any time prior to this date at a "make whole" premium, defined below.

Redeemable at par on or after this date.

(2) "Make whole" premium calculated using the most directly comparable U.S.

Treasury rate plus the amount of basis points set forth in this column.

In the first quarter of 2024, the Company completed the repurchase of $ 1.7 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers.

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.

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

(In millions)

3 unchanged sentences

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

of $ 8.5 billion as of December 31, 2023 and $ 8.3 billion as of December 31, 2022.

of $ 8.5 billion as of December 31, 2024 and 2023.

Interest income on the loan receivable was accrued at an average rate of 5.50 % in 2024.

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.

The Company's intercompany payables primarily reflect intercompany balances due to affiliates as of December 31, 2024.

During the year ended December 31, 2024, the Company settled the majority of outstanding intercompany payables via non-cash capital transactions.

Note 4 - The Company guaranteed approximately $ 9.4 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, 2024.

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.

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

to repurchase $ 3.2 billion of common stock in aggregate.

The total number of shares of our common stock repurchased under the agreements was approximately 9.3 million.

THE CIGNA GROUP AND SUBSIDIARIES

13 unchanged sentences

Reinsurance recoverables $ 35 $ — $ — $ — $ 35

$ 28 $ 7 $ — $ — $ 35

Investment asset valuation reserves

4 unchanged sentences

Reinsurance recoverables $ 28 $ 7 $ — $ — $ 35

$ 30 $ ( 2 ) $ — $ — $ 28

(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