Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of The Cigna Group

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Cigna Group and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the index appearing on page FS-1 of this Form 10-K (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company's consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of incurred but not reported (IBNR) liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment

As described in Note 9 to the consolidated financial statements, the total of incurred but not reported (IBNR) liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment as of December 31, 2024 was $4.6 billion. Management estimates the liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claims data. As disclosed by management, the unpaid claims liability is primarily impacted by assumptions related to completion factors and medical cost trend. Management develops completion factors by comparing the claim incurral date to the date claims were paid. Completion factors are impacted by several key items including changes in: 1) electronic (auto-adjudication) versus manual claim processing; 2) frequency and timeliness of provider claims submissions; 3) number of customers and 4) the mix of products. Management uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors. Medical cost trend is primarily impacted by medical service utilization and unit costs.

The principal considerations for our determination that performing procedures relating to the valuation of IBNR liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment is a critical audit matter are (i) the significant judgment by management when developing the estimate of IBNR liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management's significant assumptions related to completion factors and medical cost trend; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of IBNR liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment, including controls over the development of significant assumptions related to completion factors and medical cost trend. These procedures also included, among others, (i) testing the completeness and accuracy of data provided by management and (ii) the involvement of professionals with specialized skill and knowledge to assist in evaluating the reasonableness of management's estimate by performing one or a combination of procedures, including (a) developing an independent estimate of IBNR liabilities plus expected development on reported claims and reported claims in process for the Cigna Healthcare segment, and comparing the independent range of outcomes to management's estimate; (b) evaluating the appropriateness of management’s actuarial methodologies and the reasonableness of management's significant assumptions related to completion factors and medical cost trend by considering claims reporting and payment experience, historical trends, and other industry data; and (c) evaluating the consistency of management's actuarial methodologies period-over-period.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

February 27, 2025

We have served as the Company's auditor since 1983.

The Cigna Group Consolidated Statements of Income
For the Years Ended December 31,
(In millions, except per share amounts)202420232022
Revenues
Pharmacy revenues$185,362$137,243$128,566
Premiums45,99644,23739,916
Fees and other revenues14,79012,61910,881
Net investment income9731,1661,155
TOTAL REVENUES247,121195,265180,518
Benefits and expenses
Pharmacy and other service costs182,509133,801124,834
Medical costs and other benefit expenses38,64836,28732,184
Selling, general and administrative expenses14,84414,82213,174
Amortization of acquired intangible assets1,7031,8191,876
TOTAL BENEFITS AND EXPENSES237,704186,729172,068
Income from operations9,4178,5368,450
Interest expense and other(1,435)(1,446)(1,228)
Net gain (loss) on sale of businesses24(1,499)1,662
Net investment losses(2,737)(78)(487)
Income before income taxes5,2695,5138,397
TOTAL INCOME TAXES1,4911411,615
Net income3,7785,3726,782
Less: Net income attributable to noncontrolling interests34420878
SHAREHOLDERS' NET INCOME$3,434$5,164$6,704
Shareholders' net income per share
Basic$12.25$17.57$21.66
Diluted$12.12$17.39$21.41

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

The Cigna Group Consolidated Statements of Comprehensive Income
For the Years Ended December 31,
(In millions)202420232022
Net income$3,778$5,372$6,782
Other comprehensive income (loss), net of tax
Net unrealized appreciation (depreciation) on securities and derivatives661503(1,598)
Net long-duration insurance and contractholder liabilities measurement adjustments(1,067)(715)509
Net translation (losses) gains on foreign currencies(49)577
Postretirement benefits liability adjustment(22)1420
Other comprehensive loss, net of tax(477)(206)(592)
Total comprehensive income3,3015,1666,190
Comprehensive income (loss) attributable to noncontrolling interests
Net income attributable to redeemable noncontrolling interests—18011
Net income attributable to other noncontrolling interests3442867
Other comprehensive loss attributable to redeemable noncontrolling interests——(2)
Total comprehensive income attributable to noncontrolling interests34420876
SHAREHOLDERS' COMPREHENSIVE INCOME$2,957$4,958$6,114

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

The Cigna Group Consolidated Balance Sheets
As of December 31,
(In millions)20242023
Assets
Cash and cash equivalents$7,550$7,822
Investments665925
Accounts receivable, net24,22717,722
Inventories6,6925,645
Other current assets2,7322,169
Assets of businesses held for sale7,0043,068
Total current assets48,87037,351
Long-term investments15,12817,985
Reinsurance recoverables4,3784,835
Property and equipment3,6543,695
Goodwill44,37044,259
Other intangible assets29,41730,863
Other assets2,7863,421
Separate account assets7,2787,430
Assets of businesses held for sale, non-current—2,922
TOTAL ASSETS$155,881$152,761
Liabilities
Current insurance and contractholder liabilities$5,388$5,514
Pharmacy and other service costs payable28,46519,815
Accounts payable9,2948,553
Accrued expenses and other liabilities9,3879,955
Short-term debt3,0352,775
Liabilities of businesses held for sale2,4102,104
Total current liabilities57,97948,716
Non-current insurance and contractholder liabilities10,25410,904
Deferred tax liabilities, net6,9757,173
Other non-current liabilities3,2153,441
Long-term debt28,93728,155
Separate account liabilities7,2787,430
Liabilities of businesses held for sale, non-current—591
TOTAL LIABILITIES114,638106,410
Contingencies — Note 21
Redeemable noncontrolling interests—107
Shareholders' equity
Common stock (1)44
Additional paid-in capital31,28830,669
Accumulated other comprehensive loss(2,341)(1,864)
Retained earnings43,51941,652
Less: Treasury stock, at cost(31,437)(24,238)
TOTAL SHAREHOLDERS' EQUITY41,03346,223
Other noncontrolling interests21021
Total equity41,24346,244
Total liabilities and equity$155,881$152,761

*(1)*Par value per share, $0.01; shares issued, 403 million as of December 31, 2024 and 400 million as of December 31, 2023; authorized shares, 600 million.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

The Cigna Group
Consolidated Statements of Changes in Total Equity
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at December 31, 2021429,574(1,068)32,623(14,175)46,9581846,97654
Effect of issuing stock for employee benefit plans659(76)583583
Other comprehensive loss(590)(590)(590)(2)
Net income6,7046,704676,77111
Common dividends declared (per share: $4.48)(1,387)(1,387)(1,387)
Repurchase of common stock(7,593)(7,593)(7,593)
Other transactions impacting noncontrolling interests——(72)(72)3
Balance at December 31, 2022$4$30,233$(1,658)$37,940$(21,844)$44,675$13$44,688$66
Effect of issuing stock for employee benefit plans477(112)365365
Other comprehensive loss(206)(206)(206)—
Net income5,1645,164285,192180
Common dividends declared (per share: $4.92)(1,452)(1,452)(1,452)
Repurchase of common stock(2,282)(2,282)(2,282)
Other transactions impacting noncontrolling interests(41)(41)(20)(61)(139)
Balance at December 31, 2023$4$30,669$(1,864)$41,652$(24,238)$46,223$21$46,244$107
Effect of issuing stock for employee benefit plans619(120)499499
Other comprehensive loss(477)(477)(477)—
Net income3,4343,4343443,778—
Common dividends declared (per share: $5.60)(1,567)(1,567)(1,567)
Repurchase of common stock—(7,079)(7,079)(7,079)
Other transactions impacting noncontrolling interests——(155)(155)(107)
Balance at December 31, 2024$4$31,288$(2,341)$43,519$(31,437)$41,033$210$41,243$—

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

The Cigna Group

Consolidated Statements of Cash Flows

For the Years Ended December 31,
(In millions)202420232022
Cash Flows from Operating Activities
Net income$3,778$5,372$6,782
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,7753,0352,937
Investment losses, net2,73778487
Deferred income tax benefit(95)(1,659)(472)
Net (gain) loss on sale of businesses(24)1,499(1,662)
Net changes in assets and liabilities, net of non-operating effects:
Accounts receivable, net(7,369)(1,663)(2,237)
Inventories(1,032)(868)(1,055)
Reinsurance recoverable and Other assets(485)(539)393
Insurance liabilities(591)584(336)
Pharmacy and other service costs payable8,7572,0301,760
Accounts payable and Accrued expenses and other liabilities1,1383,4811,734
Other, net774463325
NET CASH PROVIDED BY OPERATING ACTIVITIES10,36311,8138,656
Cash Flows from Investing Activities
Proceeds from investments sold:
Debt securities and equity securities8561,0781,744
Investment maturities and repayments:
Debt securities and equity securities8399721,327
Commercial mortgage loans18818698
Other sales, maturities and repayments (primarily short-term and other long-term investments)7525861,039
Investments purchased or originated:
Debt securities and equity securities(1,386)(4,334)(2,756)
Commercial mortgage loans(54)(118)(161)
Other (primarily short-term and other long-term investments)(1,309)(1,205)(1,563)
Property and equipment purchases, net(1,406)(1,573)(1,295)
Acquisitions, net of cash acquired(131)(447)—
Divestitures, net of cash sold521134,835
Renewable energy tax credit equity investments(1,030)(313)(125)
Other, net58(19)(45)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES(2,102)(5,174)3,098
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds166167164
Withdrawals and benefit payments from contractholder deposit funds(228)(223)(220)
Net change in short-term debt(402)1,198(2,059)
Repayment of long-term debt(3,000)(2,967)(500)
Net proceeds on issuance of long-term debt4,4621,491—
Repurchase of common stock(7,034)(2,284)(7,607)
Issuance of common stock305187389
Common stock dividend paid(1,567)(1,450)(1,384)
Other, net(349)(413)(23)
NET CASH USED IN FINANCING ACTIVITIES(7,647)(4,294)(11,240)
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash(20)16(86)
Net increase in cash, cash equivalents and restricted cash5942,361428
Cash, cash equivalents and restricted cash January 1, (1)8,3375,9765,548
Cash, cash equivalents and restricted cash, December 31, (1)8,9318,3375,976
Cash and cash equivalents reclassified to assets of businesses held for sale(1,339)(467)—
Cash, cash equivalents and restricted cash December 31, per Consolidated Balance Sheets (1)$7,592$7,870$5,976
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds$898$1,471$1,850
Interest paid$1,342$1,330$1,229

*(1)*Restricted cash and cash equivalents were reported in other long-term investments.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.

THE CIGNA GROUP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Note NumberFootnotePage
B****USINESS AND C****APITAL S****TRUCTURE
1Description of Business63
2Summary of Significant Accounting Policies63
3Accounts Receivable, Net66
4Supplier Finance Program68
5Assets and Liabilities of Businesses Held for Sale68
6Earnings Per Share69
7Debt70
8Common and Preferred Stock72
I****NSURANCE I****NFORMATION
9Insurance and Contractholder Liabilities73
10Reinsurance78
I****NVESTMENTS
11Investments80
12Fair Value Measurements85
13Variable Interest Entities89
14Collectively Significant Operating Unconsolidated Subsidiaries91
15Accumulated Other Comprehensive Income (Loss)91
W****ORKFORCE M****ANAGEMENT AND C****OMPENSATION
16Pension92
17Employee Incentive Plans95
P****ROPERTY AND O****THER A****SSET B****ALANCES
18Goodwill, Other Intangibles, and Property and Equipment98
COMPLIANCE, R****EGULATION AND C****ONTINGENCIES
19Shareholders' Equity and Dividend Restrictions100
20Income Taxes101
21Contingencies and Other Matters104
R****ESULTS D****ETAILS
22Segment Information106

Note 1 – Description of Business

The Cigna Group, together with its subsidiaries (either individually or collectively referred to as the "Company," "we," "us" or "our"), is a global health company committed to creating a better future for every individual and every community. We relentlessly challenge ourselves to partner and innovate solutions for better health. Powered by our people and our brands, we advance our mission to improve the health and vitality of those we serve.

Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental, and related products and services. The majority of these products and services are offered through employers and other entities, such as governmental and nongovernmental organizations, unions and associations. Cigna Healthcare also offers health and dental insurance products to individuals in the United States and select international markets. In addition to these operations, The Cigna Group also has certain run-off operations.

A full description of our segments follows:

The Evernorth Health Services reportable segment includes the Pharmacy Benefit Services and the Specialty and Care Services operating segments, which provide independent and coordinated health solutions and capabilities to enable the health care system to work better and help people live richer, healthier lives.

Pharmacy Benefit Services drives high-quality, cost-effective pharmacy care through various services such as drug claim adjudication, retail pharmacy network administration, benefit design consultation, drug utilization review, drug formulary management and access to our home delivery pharmacy. Specialty and Care Services provides specialty drugs for the treatment of complex and rare diseases, specialty distribution of pharmaceuticals and medical supplies, as well as clinical programs to help our clients drive better whole-person health outcomes through care services.

The Cigna Healthcare reportable segment includes the U.S. Healthcare and International Health operating segments, which provide comprehensive medical and coordinated solutions to clients and customers. U.S. Healthcare provides medical plans and other benefits and solutions for insured clients, self-insured clients and individual health insurance plans. U.S. Healthcare also includes the Medicare Advantage and related businesses pending divestiture to Health Care Services Corporation ("HCSC") (see Note 5 to the Consolidated Financial Statements for further information). International Health provides health care solutions in our international markets, as well as health care benefits for globally mobile individuals and employees of multinational organizations.

Other Operations comprises the remainder of our business operations, which includes certain continuing (corporate-owned life insurance ("COLI")), run-off and other non-strategic businesses. Our run-off businesses include the (i) variable annuity reinsurance business that was effectively exited through reinsurance with Berkshire Hathaway Life Insurance Company of Nebraska ("Berkshire") in 2013, (ii) settlement annuity business and (iii) individual life insurance and annuity and retirement benefits businesses, which were sold through reinsurance agreements.

Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate financing less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, operating severance, certain overhead and enterprise-wide project costs, and eliminations for products and services sold between segments.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements include the accounts of The Cigna Group and its consolidated subsidiaries. Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Certain amounts in the Consolidated Statements of Cash Flows and Note 20 "Income Taxes" to the Consolidated Financial Statements have been reclassified to conform to current year presentation and did not have a significant impact on our Consolidated Financial Statements.

Amounts recorded in the Consolidated Financial Statements necessarily reflect management's estimates and assumptions about medical costs, investment, tax and receivable valuations, interest rates, and other factors. Significant estimates are discussed throughout these Notes; however, actual results could differ from those estimates. The impact of a change in estimate is generally included in earnings in the period of adjustment.

Recent Accounting Pronouncements

There were no new accounting standards adopted during the year ended December 31, 2024 that had a material impact on our Consolidated Financial Statements. There are no significant accounting pronouncements not yet adopted as of December 31, 2024.

Significant Accounting Policies

The Company's accounting policies are described either in this Note or in the applicable Notes to the Consolidated Financial Statements as listed in the table of contents on page 62.

**A.**Cash and Cash Equivalents

Cash and cash equivalents are carried at cost that approximates fair value. Cash equivalents consist of short-term investments with maturities of three months or less from the time of purchase. The Company reclassifies cash overdraft positions to liabilities when the legal right of offset does not exist.

**B.**Inventories

Inventories consist of prescription drugs and medical supplies and are stated at the lower of first-in-first-out cost or net realizable value.

**C.**Translation of Foreign Currencies

The Company generally conducts its international business through foreign operating entities that maintain assets and liabilities in local currencies that are their functional currencies. The Company uses exchange rates as of the balance sheet date to translate assets and liabilities into U.S. dollars. Translation gains or losses on functional currencies, net of applicable taxes, are recorded in Accumulated other comprehensive loss. The Company uses average monthly exchange rates during the year to translate revenues and expenses into U.S. dollars.

**D.**Pharmacy Revenues and Costs

Pharmacy Revenues. Pharmacy revenues are primarily derived from providing pharmacy benefit management services to clients and customers. Pharmacy revenues are recognized when control of the promised goods or services is transferred to clients and customers in an amount that reflects the consideration the Company expects to receive for those goods or services.

The Company provides or makes available various services supporting benefit management and claims administration and is generally obligated to provide prescription drugs to clients' members using multiple distribution methods, including retail networks, home delivery and specialty pharmacies. These goods and services are integrated into a single performance obligation to process claims, dispense prescription drugs and provide other services over the contract period (generally three years). This performance obligation is satisfied as the business stands ready to fulfill its obligation.

Revenues for dispensing prescription drugs through retail pharmacies are reported gross and consist of the prescription price (ingredient cost and dispensing fee) contracted with clients, including the customer copayment, and any associated fees for services, because the Company acts as the principal in these arrangements. When a prescription is presented to a retail network pharmacy, the Company is solely responsible for customer eligibility, drug utilization review, drug-to-drug interaction review, any required clinical intervention, plan provision information, payment to the pharmacy and client billing. These revenues are recognized based on the full prescription price when the pharmacy claim is processed and approved for payment. The Company also provides benefit design and formulary consultation services to clients and negotiates separate contractual relationships with clients and network pharmacies. These factors indicate that the Company has control over these transactions until the prescription is processed. Revenues are billed, due and recognized at contract rates either on a periodic basis or as services are provided (such as based on volume of claims processed). This recognition pattern aligns with the benefits from services provided.

Home delivery and specialty pharmacy revenues are due and recognized as each prescription is shipped, net of reserves for discounts and contractual allowances estimated based on historical experience. Any differences between estimates and actual collections are reflected in Pharmacy revenues when payments are received. Historically, adjustments to original estimates and returns have not been material. The Company has elected the practical expedient to account for shipping and handling as a fulfillment activity.

We may also provide certain financial and performance guarantees, including a minimum level of discounts a client may receive, generic utilization rates and various service levels. Clients may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period and the Company defers revenue for any estimated payouts within Accrued expenses and other liabilities (current). These estimates are adjusted and paid at the end of the annual guarantee period. Historically, adjustments to original estimates have not been material. The liability for these financial and performance guarantees was $1.9 billion as of December 31, 2024 and $1.6 billion as of December 31, 2023.

The Company administers programs through which we may receive rebates and other vendor consideration from pharmaceutical manufacturers. The amounts of such rebates or other vendor consideration shared with pharmacy benefit management services clients

vary based on the contractual arrangement with the client and in some cases the type of consideration received from the pharmaceutical manufacturer. Rebates and other vendor consideration payable to pharmacy benefit management services clients are recorded as a reduction of Pharmacy revenues. Estimated amounts payable to clients are based on contractual sharing arrangements between the Company and the client and these amounts are adjusted when amounts are collected from pharmaceutical manufacturers in accordance with the contractual arrangement between the Company and the client. Historically, these adjustments have not been material.

Other pharmacy service revenues are earned by distributing specialty pharmaceuticals and medical supplies to providers, clinics and hospitals. These revenues are billed, due and recognized at contracted rates as prescriptions and supplies are shipped and services are provided.

Pharmacy Costs**.** Pharmacy costs include the cost of prescriptions sold, network pharmacy claim costs and copayments. Also included are direct costs of dispensing prescriptions including supplies, shipping and handling, and direct costs associated with clinical programs, such as drug utilization management and medication adherence counseling. Home delivery and specialty pharmacy costs are recognized when the drug is shipped, and retail network costs are recognized when the drug is processed and approved for payment. Rebates and other vendor consideration received when providing pharmacy benefit management services are recorded as a reduction of pharmacy costs. Rebates are recognized as prescriptions are shipped or processed and approved for payment. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected, net of contractual allowances, has not been material. The Company maintains reimbursement guarantees with certain retail network pharmacies. For each such guarantee, the Company records a pharmacy and other service costs payable or prepaid asset for applicable retail network claims based on our actual performance throughout the period against the contractual reimbursement rate. The Company's contracts with certain retail pharmacies give the Company the right to adjust reimbursement rates during the annual guarantee period.

**E.**Premiums and Related Expenses

Premiums for short-duration group health, accident and life insurance and managed care coverages are recognized as revenue on a pro rata basis over the contract period. Benefits and expenses are recognized when incurred and, for our Cigna Healthcare business, are presented net of pharmaceutical manufacturer rebates. For experience-rated contracts, premium revenue includes an adjustment for experience-rated refunds based on contract terms and calculated using the customer's experience (including estimates of incurred but not reported claims).

Premiums received for the Company's Medicare Advantage plans, Medicare Part D plans and Individual and Family Plans from the Centers for Medicare and Medicaid Services ("CMS") and customers are recognized as revenue ratably over the contract period.

CMS provides risk-adjusted premium payments for Medicare Advantage plans and Medicare Part D plans based on our customer demographics and medical diagnoses, which may change from period to period based on the underlying health factors of our customers. The Company recognizes changes to risk-adjusted premiums as revenue when the amounts are determinable and collection is reasonably assured. Revenue adjustments are generally settled semiannually with CMS. The final revenue adjustment is generally settled with CMS in the year following the contract year.

Medicare Part D premiums include payments from CMS for risk-sharing adjustments that are estimated quarterly based on claim experience by comparing actual incurred prescription drug costs to the estimated costs submitted in the original contracts. These adjustments may result in more or less revenue from CMS. Final revenue adjustments generally occur in the year following the contract year.

The Patient Protection and Affordable Care Act ("ACA") prescribed a risk adjustment program to mitigate the risk for participating health insurance companies selling individual coverage on the public exchanges. The risk adjustment program reallocates funds from insurers with lower risk populations to insurers with higher risk populations based on the relative risk scores of participants. We estimate our receivable or payable based on the risk of our customers compared to the risk of other customers in the same state and market, considering data obtained from industry studies and the United States Department of Health and Human Services ("HHS"). Receivables or payables are recorded as adjustments to premium revenue based on our year-to-date experience when the amounts are reasonably estimable and collection is reasonably assured. Final revenue adjustments are determined by HHS in the year following the policy year.

Premium revenue may also include an adjustment to reflect the estimated effect of rebates due to customers under medical loss ratio provisions of the ACA. These rebate liabilities are settled in the subsequent year.

Liabilities related to experience-rated refunds, risk adjustment programs and the minimum medical loss ratio are included in Accrued expenses and other liabilities (current).

Premiums for long-duration insurance contracts, including supplemental health, accident and individual life insurance and annuity products, and excluding universal life and investment-related products, are recognized as revenue when due. Cigna Healthcare long-duration premium revenues are associated with contracts that provide coverage greater than one year or are guaranteed to be renewed at the option of the policyholder beyond one year. Benefits and expenses are matched with premiums.

Revenue for universal life products is recognized as follows:

  • Investment income on assets supporting universal life products is recognized in Net investment income as earned.

  • Charges for mortality, administration and policy surrender are recognized in Premiums as earned. Administrative fees are considered earned when services are provided.

Benefits and expenses for universal life products consist of benefit claims in excess of policyholder account balances and income earned by policyholders. Expenses are recognized when claims are incurred and income is credited to policyholders in accordance with contract provisions.

The unrecognized portion of premiums received is recorded as unearned premiums included in Insurance and contractholder liabilities (current and non-current) (see Note 9 to the Consolidated Financial Statements for further information).

**F.**Fees and Related Expenses

The majority of the Company's service fee revenues are derived from the following programs:

  • Administrative Services Only ("ASO") arrangements allow plan sponsors to self-fund claims and assume the risk of medical or other benefit costs. In return for fees from these clients, the Company provides access to our participating provider networks and other services supporting benefit management.

  • Fee-for-service clinical solutions offered to clients, such as drug utilization management and medication adherence counseling help clients to drive better health outcomes at a lower cost by identifying and addressing potentially unsafe or wasteful prescribing, dispensing and utilization of prescription drugs, and communicating with, or supporting communications with, physicians, pharmacies and patients.

  • Wholesale Marketplace Drug Formulary Management services include either our drug formulary administrative service arrangements or our formulary processing arrangements. Drug formulary administrative services may include formulary consultation, administration of rebate contracts, rebate submission, collection from drug manufacturers and the distribution of rebates to clients. Services may also include facilitating audits of data submissions and reporting of rebates to clients.

  • Health benefit management solutions are offered primarily to sponsors of health benefit plans to drive cost reductions and improve quality outcomes for clients as well as provide behavioral health services to third-party health plans, employers and administrators. In certain arrangements, the Company assumes the financial obligation for third-party provider costs for medical services provided to the health plan's customers.

Arrangements are generally short-term (one year or less) except for certain three-year health benefit management solutions contracts, and each consists of a single performance obligation. Performance obligations are satisfied as services are provided to clients, either on a stand-ready or utilization basis. Fees are billed, due and recognized at contracted rates on a periodic basis, generally monthly or agreed-upon arrangements terms. Fee revenues for services are generally recorded on a gross basis with the associated direct and indirect costs presented in Pharmacy and other service costs, or Selling, general and administrative expenses.

Retained rebates reported in Fees and other revenues in our formulary processing arrangements are either recognized gross as services are provided to clients, consistent with the related service fee, or net as rebates are processed. The latter applies in arrangements in which the Company is permitted to retain a portion of rebates collected in exchange for services, but the Company does not obtain control of the retained rebate until rebates are transferred to the client.

Fees for services may include variable consideration as a component of the transaction price, which is estimated at contract inception, recognized and adjusted through the contract period through Accrued expenses and other liabilities. Variable consideration includes certain health benefit management contracts requiring the Company to share the results of medical cost experience that differ from specified targets and ASO performance guarantees that compensate clients if certain service standards, clinical outcomes or financial metrics are not met.

Note 3 – Accounts Receivable, Net

Accounting Policy. We bill pharmaceutical manufacturers based on management's interpretation of contractual terms and estimate a contractual allowance based on the best information available at the time a claim is processed. Contractual allowances for certain rebates receivable from pharmaceutical manufacturers are determined by reviewing payment experience and specific known items that

could be adjusted under contract terms. The Company's estimation process for contractual allowances for pharmaceutical manufacturer receivables generally results in an allowance for balances outstanding greater than 90 days.

Contractual allowances for certain receivables from third-party payors are based on their contractual terms and are estimated based on the Company's best information available at the time revenue is recognized.

The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment is reflected in the allowance for expected credit losses.

Discounts and claims adjustments issued to customers in the form of client credits and other non-credit adjustments are based on the current status of each customer's receivable balance, current economic and market conditions and a variety of other factors, including the length of time the receivables are past due, the financial health of customers and our past experience.

Receivables and any associated allowance are written off only when all collection attempts have failed and such amounts are determined unrecoverable. We regularly review the adequacy of these allowances based on a variety of factors, including age of the outstanding receivable and collection history. When circumstances related to specific collection patterns change, estimates of the recoverability of receivables are adjusted.

The Company's accounts receivable include amounts due from clients, third-party payors, customers and pharmaceutical manufacturers, and are presented net of allowances. These balances include the following:

  • Noninsurance customer receivables - amounts due from customers for noninsurance services, primarily pharmacy benefit management and ASO contracts.

  • Pharmaceutical manufacturers receivables - amounts due from pharmaceutical manufacturers.

  • Insurance customer receivables - amounts due from customers under insurance and managed care contracts, primarily premiums receivable and amounts due from CMS.

  • Other receivables - all other accounts receivable not included in the categories above.

The following amounts were included within Accounts receivable, net:

(In millions)December 31, 2024December 31, 2023
Noninsurance customer receivables$11,879$8,044
Pharmaceutical manufacturers receivables10,9148,169
Insurance customer receivables3,1992,359
Other receivables162272
Total$26,154$18,844
Accounts receivable, net classified as assets of businesses held for sale(1,927)(1,122)
Total$24,227$17,722

These receivables are reported net of our allowances of $5.0 billion and $3.7 billion as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, these allowances were primarily comprised of $4.3 billion and $3.1 billion, respectively, associated with contractual allowances for certain pharmaceutical manufacturers rebate receivables; $388 million and $386 million, respectively, associated with contractual allowances for third-party payor noninsurance customer receivables; and $84 million and $90 million, respectively, associated with allowances for current expected credit losses. The remaining allowances include discounts and claims adjustments issued to customers in the form of client credits and other non-credit adjustments.

Accounts Receivable Factoring Facility

The Company maintains an uncommitted factoring facility (the "Facility") under which certain accounts receivable may be sold on a nonrecourse basis to a financial institution. The Facility began in July 2023 with an initial term of two years, followed by automatic one-year renewal terms unless terminated by either party. The Facility's total capacity at inception was $1.0 billion and was amended to $1.5 billion in May 2024. The transactions under the Facility are accounted for as a sale and recorded as a reduction to accounts receivable in the Consolidated Balance Sheets because control of, and risk related to, the accounts receivable are transferred to the financial institution. Although the sale is made without recourse, we provide collection services related to the transferred assets. Amounts associated with this Facility are reflected within Net cash provided by operating activities in the Consolidated Statements of

Cash Flows. Factoring fees paid under this Facility are reflected in Interest expense and other in the Consolidated Statements of Income.

We sold pharmaceutical manufacturers receivables under the Facility of $5.5 billion and $2.1 billion during the years ended December 31, 2024 and December 31, 2023, respectively. For the years ended December 31, 2024 and December 31, 2023, factoring fees paid were not material. As of December 31, 2024 and December 31, 2023, all sold accounts receivable had been collected from pharmaceutical manufacturers and had been removed from the Company's Consolidated Balance Sheets. As of December 31, 2024 and December 31, 2023, there were $1.0 billion and $515 million, respectively, of collections from pharmaceutical manufacturers that had not been remitted to the financial institution. Such amounts are recorded within Accrued expenses and other liabilities in the Consolidated Balance Sheets.

Note 4 – Supplier Finance Program

The Company facilitates a voluntary supplier finance program (the "Program") that provides suppliers the opportunity to sell their accounts receivable due from us (i.e., our payment obligations to the suppliers) to a financial institution, on a non-recourse basis, in order to be paid earlier than our payment terms require. The Cigna Group is not a party to the Program and agrees to commercial terms with its suppliers independently of their participation in the Program. Amounts due to suppliers that participate in the Program are generally paid within one month following the invoice date. A supplier's participation in the Program has no impact on the Company's payment terms and the Company has no economic interest in a supplier's decision to participate in the Program. The suppliers, at their sole discretion, determine which invoices, if any, to sell to the financial institution. No guarantees or pledged assets are provided by the Company or any of our subsidiaries under the Program.

The obligations confirmed as valid within the Program by the financial institutions were as follows and are reflected in Accounts payable in the Consolidated Balance Sheets:

For the Years Ended December 31,
(in millions)20242023
Confirmed obligations outstanding at the beginning of the year$1,536$1,303
Invoices confirmed during the year39,09136,224
Less: confirmed invoices paid during the year38,99035,991
Confirmed obligations outstanding at the end of the year$1,637$1,536

The amounts confirmed as valid for both periods are predominately associated with one supplier.

As of December 31, 2024, we have been informed by the financial institution that an immaterial amount of the Company's outstanding payment obligations were voluntarily elected by suppliers to be sold to the financial institution under the Program.

Note 5 – Assets and Liabilities of Businesses Held for Sale

Accounting Policy. The Company classifies assets and liabilities as held for sale ("disposal group") when management commits to a plan to sell the disposal group, the sale is probable within one year and the disposal group is available for immediate sale in its present condition. The Company considers various factors, particularly whether actions required to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met. Conversely, gains are not recognized until the date of the sale. When the disposal group is classified as held for sale, depreciation and amortization for most long-lived assets ceases and the Company tests the assets for impairment. Deferred policy acquisition costs continue to be amortized.

In January 2024, the Company entered into a definitive agreement to sell the Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies businesses (the "Disposal Group") to HCSC subject to applicable regulatory approvals and other customary closing conditions, including purchase price adjustments to align with the final balance sheet of the divested businesses (the "HCSC transaction"). The initial $3.3 billion purchase price is anticipated to increase at closing, reflecting higher statutory surplus for the legal entities that will convey to HCSC. The transaction is expected to close in the first quarter of 2025.

The Company determined that the Disposal Group met the criteria to be classified as held for sale and aggregated and classified the assets and liabilities as held for sale in our Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

The Company measured the assets and liabilities of the Disposal Group at estimated fair value less costs to sell based on an estimated $4.7 billion purchase price as of December 31, 2024 and initial $3.3 billion purchase price as of December 31, 2023 and recognized within Net gain (loss) on sale of businesses in the Consolidated Statements of Income an estimated loss of $472 million pre-tax ($363 million after-tax) for the year ended December 31, 2024 and $1.5 billion pre-tax ($1.4 billion after-tax) for the year ended December 31, 2023. The estimated loss on sale for both periods primarily represents goodwill impairments of $302 million pre-tax in 2024 and $1.2 billion pre-tax in 2023.

The assets and liabilities of businesses held for sale were as follows:

(In millions)December 31, 2024December 31, 2023
Cash and cash equivalents$1,339$467
Investments1,4441,438
Accounts receivable, net1,9271,122
Other assets, including Goodwill (1)2,2942,963
Total assets of businesses held for sale7,0045,990
Insurance and contractholder liabilities1,5791,636
All other liabilities8311,059
Total liabilities of businesses held for sale$2,410$2,695

(1) Includes Goodwill of $94 million as of December 31, 2024 and $396 million as of December 31, 2023.

Integration and Transaction-Related Costs

In 2024 and 2023, the Company incurred transaction-related costs associated with the HCSC transaction. In 2023 and 2022, the Company also incurred net costs mainly related to the sale of our international life, accident and supplemental benefits businesses. Additionally in 2022, the Company incurred costs related to the sale of the Group Disability and Life business as well as the acquisition of MDLIVE, Inc. ("MD Live"). These costs incurred consisted primarily of certain projects to separate or integrate the Company's systems, products and services; fees for legal, advisory and other professional services; and certain employment-related costs. These costs were $275 million pre-tax ($211 million after-tax), $45 million pre-tax ($35 million after-tax) and $135 million pre-tax ($103 million after-tax) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

Note 6 – Earnings Per Share

Accounting Policy. The Company computes basic earnings per share using the weighted-average number of unrestricted common and deferred shares outstanding. Diluted earnings per share also includes the dilutive effect of outstanding employee stock options and restricted stock using the treasury stock method and the effect of strategic performance shares.

Basic and diluted earnings per share were computed as follows:

For the Years Ended December 31,
202420232022
(Shares in thousands, dollars in millions, except per share amounts)BasicEffect of DilutionDilutedBasicEffect of DilutionDilutedBasicEffect of DilutionDiluted
Shareholders' net income$3,434$3,434$5,164$5,164$6,704$6,704
Shares:
Weighted average280,294280,294293,892293,892309,546309,546
Common stock equivalents2,9242,9242,9902,9903,5193,519
Total shares280,2942,924283,218293,8922,990296,882309,5463,519313,065
Earnings per share$12.25$(0.13)$12.12$17.57$(0.18)$17.39$21.66$(0.25)$21.41

The following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect was anti-dilutive:

For the Years Ended December 31,
(In millions)202420232022
Anti-dilutive options1.10.91.0

Note 7 – Debt

The outstanding amounts of debt (net of issuance costs, discounts or premiums) and finance leases were as follows:

(In millions)December 31, 2024December 31, 2023
Short-term debt
Commercial paper$880$1,237
$500 million, 0.613% Notes due March 2024—500
$790 million, 3.500% Notes due June 2024 (1)—996
$900 million, 3.250% Notes due April 2025 (2)897—
$1,216 million, 4.125% Notes due November 2025 (1)1,215—
Other, including finance leases4342
Total short-term debt$3,035$2,775
Long-term debt
$900 million, 3.250% Notes due April 2025 (2)$—$882
$1,216 million, 4.125% Notes due November 2025 (1)—2,197
$1,284 million, 4.500% Notes due February 2026 (1)1,2851,502
$550 million, 1.250% Notes due March 2026 (1)549798
$700 million, 5.685% Notes due March 2026699698
$1,500 million, 3.400% Notes due March 20271,4661,450
$259 million, 7.875% Debentures due May 2027259259
$600 million, 3.050% Notes due October 2027598597
$3,800 million, 4.375% Notes due October 20283,7903,787
$1,000 million, 5.000% Notes due May 2029995—
$1,400 million, 2.400% Notes due March 2030 (1) (2)1,3861,493
$1,500 million, 2.375% Notes due March 2031 (2)1,3841,397
$750 million, 5.125% Notes due May 2031745—
$45 million, 8.080% Step Down Notes due January 20334545
$800 million, 5.400% Notes due March 2033795794
$1,250 million, 5.250% Notes due February 2034 (2)1,226—
$190 million, 6.150% Notes due November 2036190190
$2,200 million, 4.800% Notes due August 20382,1932,193
$750 million, 3.200% Notes due March 2040744744
$121 million, 5.875% Notes due March 2041119119
$448 million, 6.125% Notes due November 2041485487
$317 million, 5.375% Notes due February 2042315315
$1,500 million, 4.800% Notes due July 20461,4691,467
$1,000 million, 3.875% Notes due October 2047990989
$3,000 million, 4.900% Notes due December 20482,9712,970
$1,250 million, 3.400% Notes due March 20501,2371,237
$1,500 million, 3.400% Notes due March 20511,4791,479
$1,500 million, 5.600% Notes due February 20541,482—
Other, including finance leases4166
Total long-term debt$28,937$28,155

*(1)*Included in the February 2024 debt tender offers discussed below.

*(2)*The Company has entered into interest rate swap contracts hedging a portion of these fixed-rate debt instruments as of December 31, 2024. See Note 11 to the Consolidated Financial Statements for further information about the Company's interest rate risk management and these derivative instruments.

Short-Term and Credit Facilities Debt

Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including providing liquidity support if necessary under our commercial paper program discussed below. As of December 31, 2024, there were no outstanding balances under these revolving credit agreements.

In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following (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. The Company can borrow up to $5.0 billion under the credit agreement for general corporate purposes, with up to $500 million available for issuance of letters of credit.

  • A $1.5 billion 364-day revolving credit agreement that will mature in April 2025. The Company can borrow up to $1.5 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 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 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.

Commercial Paper. Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker-dealers at any time not to exceed an aggregate amount of $6.5 billion. Our commercial paper program size was increased from $5.0 billion to $6.5 billion in July 2024. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The weighted average interest rate of our commercial paper was 4.65% at December 31, 2024.

Long-Term Debt

Debt Issuance and Debt Tender Offers. In February 2024, we issued $4.5 billion of new senior notes, as detailed in the table below. The proceeds from this debt were used to pay the consideration for the cash tender offers as described below. 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.

PrincipalMaturity DateInterest RateNet ProceedsRedeemable Date**(1)**"Make Whole" Premium (2)
$1,000 millionMay 15, 20295.000%$995 millionApril 15, 202915
$750 millionMay 15, 20315.125%$746 millionMarch 15, 203115
$1,250 millionFebruary 15, 20345.250%$1,244 millionNovember 15, 203320
$1,500 millionFebruary 15, 20545.600%$1,485 millionAugust 15, 205320

(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 a total of $1.8 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers.

Debt Maturities. Maturities of outstanding long-term debt as of December 31, 2024 are as follows:

(In millions)Scheduled Maturities (1)
2025$2,116
2026$2,534
2027$2,359
2028$3,800
2029$1,000
Maturities after 2029$19,522

(1) Long-term debt maturity amounts include current maturities of long-term debt. Finance leases are excluded from this table.

Interest Expense

Interest expense on long-term and short-term debt was $1.5 billion in 2024, $1.4 billion in 2023 and $1.3 billion in 2022.

Debt Covenants

The Company was in compliance with its debt covenants as of December 31, 2024.

Note 8 – Common and Preferred Stock

The Cigna Group has a total of 25 million shares of $1 par value preferred stock authorized for issuance. No shares of preferred stock were outstanding at December 31, 2024, 2023 or 2022.

The following table presents the share activity of The Cigna Group:

For the Years Ended December 31,
(Shares in thousands)202420232022
Common: Par value $0.01; 600,000 shares authorized
Outstanding- January 1,292,504298,676322,948
Net issued for stock option exercises and other benefit plans2,1981,6193,173
Repurchased common stock(20,913)(7,791)(27,445)
Outstanding- December 31,273,789292,504298,676
Treasury stock128,723107,39099,143
Issued- December 31,402,512399,894397,819

Dividends

The following table provides details of the Company's dividend payments:

Record DatePayment DateAmount per ShareTotal Amount Paid (in millions)
2024
March 6, 2024March 21, 2024$1.40$401
June 4, 2024June 20, 2024$1.40$392
September 4, 2024September 19, 2024$1.40$390
December 4, 2024December 19, 2024$1.40$384
2023
March 8, 2023March 23, 2023$1.23$368
June 7, 2023June 22, 2023$1.23$362
September 6, 2023September 21, 2023$1.23$362
December 6, 2023December 21, 2023$1.23$358
2022
March 9, 2022March 24, 2022$1.12$357
June 8, 2022June 23, 2022$1.12$352
September 7, 2022September 22, 2022$1.12$341
December 6, 2022December 21, 2022$1.12$334

On January 30, 2025, the Board of Directors declared the first quarter cash dividend of $1.51 per share of The Cigna Group common stock to be paid on March 20, 2025 to shareholders of record on March 5, 2025. The Company currently intends to pay regular quarterly dividends, with future declarations subject to approval by its Board of Directors and the Board of Director's determination that the declaration of dividends remains in the best interests of The Cigna Group and its shareholders. The decision of whether to pay future dividends and the amount of any such dividends will be based on the Company's financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors the Board may deem relevant.

Accelerated Share Repurchase Agreements

In February 2024, as part of our 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, at $344.98 per share. The per share amount was calculated based on the daily volume-weighted average share price of our common stock over the term of the agreements, less a discount.

Note 9 – Insurance and Contractholder Liabilities

**A.**Account Balances – Insurance and Contractholder Liabilities

The Company's insurance and contractholder liabilities were comprised of the following:

December 31, 2024December 31, 2023
(In millions)CurrentNon-currentTotalCurrentNon-currentTotal
Unpaid claims and claim expenses
Cigna Healthcare$4,932$86$5,018$5,017$75$5,092
Other Operations14714429199154253
Future policy benefits
Cigna Healthcare9150759897518615
Other Operations1573,1403,2971633,3753,538
Contractholder deposit funds
Cigna Healthcare911512412133145
Other Operations3665,9586,3243626,1786,540
Market risk benefits25760785379661,003
Unearned premiums7533178484622868
Total6,48010,74117,2216,63311,42118,054
Insurance and contractholder liabilities classified as liabilities of businesses held for sale (1)(1,092)(487)(1,579)(1,119)(517)(1,636)
Total insurance and contractholder liabilities$5,388$10,254$15,642$5,514$10,904$16,418

(1) Amounts classified as liabilities of businesses held for sale include $983 million of Unpaid claims, $408 million of Future policy benefits, $85 million of Unearned premiums and $103 million of Contractholder deposit funds as of December 31, 2024 and $823 million of Unpaid claims, $429 million of Future policy benefits, $261 million of Unearned premiums and $123 million of Contractholder deposit funds as of December 31, 2023.

Insurance and contractholder liabilities expected to be paid within one year are classified as current.

Accounting Policy - Unearned Premium. The unrecognized portion of premiums received is recorded as unearned premiums included in Insurance and contractholder liabilities (current and non-current).

The Company evaluates certain insurance contracts subject to premium deficiency testing and recognizes a premium deficiency loss and corresponding reserve when expected claims costs, claims adjustment expenses, maintenance costs, and unamortized acquisition costs exceed unearned premium. Anticipated investment income is considered in the calculation of premium deficiency.

**B.**Unpaid Claims and Claim Expenses – Cigna Healthcare

This liability reflects estimates of the ultimate cost of claims that have been incurred but not reported, expected development on reported claims, claims that have been reported but not yet paid (reported claims in process) and other medical care expenses and services payable that are primarily comprised of accruals for incentives and other amounts payable to health care professionals and facilities.

Accounting Policy. The Company uses actuarial principles and assumptions that are consistently applied each reporting period and recognizes the actuarial best estimate of the ultimate liability along with a margin for adverse deviation. This approach is consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions.

The Company compares key assumptions used to establish the medical costs payable to actual experience for each reporting period. The unpaid claims liability is adjusted through current period Shareholders' net income when actual experience differs from these assumptions. Additionally, the Company evaluates expected future developments and emerging trends that may impact key assumptions. The process used to determine this liability requires the Company to make critical accounting estimates that involve considerable judgment, reflecting the variability inherent in forecasting future claim payments. These estimates are highly sensitive to changes in the Company's key assumptions, specifically completion factors and medical cost trend.

The liability is primarily calculated using "completion factors" developed by comparing the claim incurral date to the date claims were paid. Completion factors are impacted by several key items including changes in: 1) electronic (auto-adjudication) versus manual claim processing; 2) frequency and timeliness of provider claims submissions; 3) number of customers; and 4) the mix of products. The Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors. The Company estimates the liability for claims incurred in each month by applying the current

estimates of completion factors to the current paid claims data. This approach implicitly assumes that historical completion rates will be a useful indicator for the current period.

The Company relies more heavily on medical cost trend analysis that reflects expected claim payment patterns and other relevant operational considerations for more recent months. Medical cost trend is primarily impacted by medical service utilization and unit costs that are affected by changes in the level and mix of health benefits offered, including inpatient, outpatient and pharmacy; the impact of copays and deductibles; changes in provider practices; and changes in consumer demographics and consumption behavior.

The total of incurred but not reported liabilities plus expected development on reported claims and reported claims in process was $4.6 billion at December 31, 2024 and $4.8 billion at December 31, 2023.

Activity, net of intercompany transactions, in the unpaid claims liability for the Cigna Healthcare segment was as follows:

For the Years Ended December 31,
(In millions)2024 (1)2023 (1)2022
Beginning balance$5,092$4,176$4,261
Less: Reinsurance and other amounts recoverable236221261
Beginning balance, net4,8563,9554,000
Incurred costs related to:
Current year38,34735,95331,342
Prior years(456)(279)(259)
Total incurred37,89135,67431,083
Paid costs related to:
Current year33,71831,32227,583
Prior years4,1703,4513,545
Total paid37,88834,77331,128
Ending balance, net4,8594,8563,955
Add: Reinsurance and other amounts recoverable159236221
Ending balance$5,018$5,092$4,176

(1) Includes unpaid claims amounts classified as liabilities of businesses held for sale. As of December 31, 2024 and December 31, 2023, includes $983 million and $823 million classified as liabilities of businesses held for sale, respectively.

Reinsurance and other amounts recoverable reflect amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims of certain business for which the Company administers the plan benefits without any right of offset. See Note 10 to the Consolidated Financial Statements for additional information on reinsurance.

Variances in incurred costs related to prior years' unpaid claims and claim expenses that resulted from the differences between actual experience and the Company's key assumptions were as follows:

For the Years Ended December 31,
20242023
(Dollars in millions)$% (1)$% (2)
Actual completion factors and other$2230.6%$700.2%
Medical cost trend2330.72090.7
Total favorable variance$4561.3%$2790.9%

*(1)*Percentage of current year incurred costs as reported for the year ended December 31, 2023.

*(2)*Percentage of current year incurred costs as reported for the year ended December 31, 2022.

Favorable prior year development in both years primarily reflects lower than expected utilization of medical services as compared to our assumptions.

The following table depicts the incurred and paid claims development and unpaid claims liability as of December 31, 2024 (net of reinsurance) reported in the Cigna Healthcare segment. The information about incurred and paid claims development for the year ended December 31, 2023 is presented as supplementary information and is unaudited.

Incurred Costs
Incurral Year2023 (Unaudited)2024Unpaid Claims and Claim Expenses
(In millions)
2023$34,878$34,437213
202437,1794,460
Cumulative incurred costs for the periods presented$71,616
Cumulative Costs Paid
Incurral Year2023 (Unaudited)2024
(In millions)
2023$30,380$34,224
202432,719
Cumulative paid costs for the periods presented$66,943
Outstanding liabilities for the periods presented, net of reinsurance$4,673
Other long-duration liabilities not included in development table above186
Net unpaid claims and claims expenses - Cigna Healthcare4,859
Reinsurance and other amounts recoverable159
Unpaid claims and claim expenses - Cigna Healthcare$5,018

Incurred claims do not typically remain outstanding for multiple years; more than 95% of health claims incurred in a year are paid by the end of the following year.

There is no single or common claim frequency metric used in the health care industry. The Company believes a relevant metric for its health insurance business is the number of customers for whom an insured medical claim was paid. Customers for whom no insured medical claim was paid are excluded from the calculation. Claims that did not result in a liability are not included in the frequency metric. The claim frequency for 2024 and 2023 was approximately 5.3 million and 5.5 million, respectively.

**C.**Future Policy Benefits

Accounting Policy. Future policy benefits represent the present value of estimated future obligations, estimated using actuarial methods, for long-duration insurance policies and annuity products currently in force, consisting primarily of reserves for annuity contracts, life insurance benefits and certain supplemental health products that are guaranteed renewable beyond one year.

Contracts are grouped at a level no higher than issue year, based on the original contract issue date, and at lower levels of disaggregation within each issue year for certain businesses to reflect factors including product type, plan type and currency. Management estimates these obligations based on assumptions for premiums, interest rates, mortality or morbidity, future claim adjudication expenses and surrenders. Mortality, morbidity and surrender assumptions are based on the Company's own experience and published actuarial tables and are updated at least annually, to the extent changes in circumstances require. Interest rate assumptions are based on market-level yields for low credit risk fixed income instruments ("upper-medium grade fixed income instrument"). For interest accretion purposes, interest rates are fixed at the year of the cohort's inception; however, for purposes of liability measurement, they are updated to the current rate quarterly, with all changes in the interest rate from inception to current period reported through Accumulated other comprehensive loss. For contracts issued domestically, we use observable inputs from a published spot rate curve for terms up to 30 years and extrapolate for longer terms using a constant forward rate approach. For contracts issued by foreign operating entities with functional currencies other than the U.S. dollar, we use observable inputs to approximate a risk free rate and add a credit spread adjustment to align with a low-credit risk fixed income instrument. For terms beyond the last observable risk free rates, which vary by international market, we extrapolate to the ultimate forward rate assuming a constant credit spread.

For the annuity business, the premium paying period is shorter than the benefit coverage period, and a deferred profit liability is reported in future policy benefits representing gross premium received in excess of net premiums. Deferred profit liability is amortized based on expected future benefit payments.

As of December 31, 2024, approximately 34% of the liability for future policy benefits, excluding amounts held for sale, was supported by assets in trust for the benefit of the ceding company under reinsurance agreements.

Cigna Healthcare

The weighted average interest rates applied and duration for future policy benefits in the Cigna Healthcare segment, consisting primarily of supplemental health products including individual Medicare supplement, limited benefit health products and individual private medical insurance, were as follows:

As of
December 31, 2024December 31, 2023
Interest accretion rate2.85%2.54%
Current discount rate5.10%4.92%
Weighted average duration8.7 years7.9 years

The net liability for future policy benefits for the segment's supplemental health products represents the present value of benefits expected to be paid to policyholders, net of the present value of expected net premiums, which is the portion of expected future gross premium expected to be collected from policyholders that is required to provide for all expected future benefits and expenses. The present values of expected net premiums and expected future policy benefits for the Cigna Healthcare segment were as follows:

For the Years Ended December 31,
(In millions)2024 (1)2023
Present value of expected net premiums
Beginning balance$9,233$8,557
Reversal of effect of beginning of period discount rate assumptions1,1541,537
Effect of assumption changes and actual variances from expected experience (2)5314
Issuances and lapses1,9821,255
Net premiums collected(1,441)(1,370)
Interest and other (3)75294
Ending balance at original discount rate11,68510,387
Effect of end of period discount rate assumptions(1,232)(1,154)
Ending balance (4)$10,453$9,233
Present value of expected policy benefits
Beginning balance$9,633$8,945
Reversal of effect of discount rate assumptions1,2201,611
Effect of assumption changes and actual variances from expected experience (2)204112
Issuances and lapses1,8931,309
Benefit payments(1,473)(1,374)
Interest and other (3)668250
Ending balance at original discount rate12,14510,853
Effect of discount rate assumptions(1,309)(1,220)
Ending balance (5)$10,836$9,633
Liability for future policy benefits$383$400
Other (6)215215
Total liability for future policy benefits (1)(7)$598$615

*(1)*Includes $408 million and $429 million of future policy benefits classified as liabilities of businesses held for sale in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, respectively.

*(2)*Includes the effect of actual variances from expectations, which decreased the total liability for future policy benefits by $(44) million and $(12) million for the years ended December 31, 2024 and December 31, 2023, respectively.

*(3)*Includes the foreign exchange rate impact of translating from transactional and functional currency to United States dollar and the impact of flooring the liability at zero. The flooring impact is calculated at the cohort level after discounting the reserves at the current discount rate.

*(4)*As of December 31, 2024 and December 31, 2023, undiscounted expected future gross premiums were $21.4 billion and $18.7 billion, respectively. As of December 31, 2024 and December 31, 2023, discounted expected future gross premiums were $14.3 billion and $13.5 billion, respectively.

*(5)*As of December 31, 2024 and December 31, 2023, undiscounted expected future policy benefits were $16.1 billion and $13.3 billion, respectively.

*(6)*The liability for future policyholder benefits includes immaterial businesses shown as reconciling items above, most of which are in run-off.

(7)**$85 million and $72 million reported in Reinsurance recoverables in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, respectively, relate to the liability for future policy benefits. Additionally, $80 million and $79 million of reinsurance recoverables are reported in assets of businesses held for sale in the Consolidated Balance Sheets as of December 31, 2024, and December 31, 2023, respectively.

Other Operations

The weighted average interest rates applied and duration for future policy benefits in Other Operations, consisting of annuity and life insurance products, were as follows:

As of
December 31, 2024December 31, 2023
Interest accretion rate5.64%5.64%
Current discount rate5.42%4.87%
Weighted average duration10.8 years11.4 years

Obligations for annuities represent discounted periodic benefits to be paid to an individual or groups of individuals over their remaining lives. Other Operations' traditional insurance contracts, which are in run-off, have no premium remaining to be collected; therefore, future policy benefit reserves represent the present value of expected future policy benefits, discounted using the current discount rate, and the remaining amortizable deferred profit liability.

Future policy benefits for Other Operations includes deferred profit liability of $366 million and $384 million as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, December 31, 2023 and December 31, 2022, future policy benefits excluding deferred profit liability were $2.9 billion, $3.2 billion and $3.2 billion, respectively. The decrease in future policy benefit reserves as of December 31, 2024 was primarily driven by benefit payments and current discount rate increases. Undiscounted expected future policy benefits were $4.3 billion and $4.5 billion as of December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024 and December 31, 2023, $0.9 billion and $1.0 billion, respectively, of the future policy benefit reserve was recoverable through treaties with external reinsurers.

**D.**Contractholder Deposit Funds

Accounting Policy. Liabilities for contractholder deposit funds primarily include deposits received from customers for investment-related and universal life products as well as investment earnings on their fund balances in Other Operations. These liabilities are adjusted to reflect administrative charges and, for universal life fund balances, mortality charges. Interest credited on these funds is accrued ratably over the contract period.

Contractholder deposit fund liabilities within Other Operations were $6.3 billion, $6.5 billion and $6.7 billion as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. Approximately 38% of the balance is reinsured externally as of both December 31, 2024 and December 31, 2023. Activity in these liabilities is presented net of reinsurance in the Consolidated Statements of Cash Flows. The net year-to-date decrease in contractholder deposit fund liabilities generally relates to withdrawals and benefit payments from contractholder deposit funds, partially offset by deposits and interest credited to contractholder deposit funds.

As of December 31, 2024, the weighted average crediting rate, net amount at risk and cash surrender value for contractholder deposit fund liabilities not effectively exited through reinsurance were 3.33%, $2.8 billion and $2.8 billion, respectively. The comparative amounts as of December 31, 2023 were 3.31%, $3.0 billion and $2.8 billion, respectively. More than 99% of the $4.0 billion liability, as of both December 31, 2024 and December 31, 2023, not reinsured externally is for contracts with guaranteed interest rates of 3% - 4%, and approximately $1.2 billion as of both December 31, 2024 and December 31, 2023, represented contracts with policies at the guarantee. As of both December 31, 2024 and December 31, 2023, $1.2 billion was 50-150 basis points ("bps") above the guarantee and the remaining $1.6 billion represented contracts above the guarantee that pay the policyholder based on the greater of a guaranteed minimum cash value or the actual cash value. As of both December 31, 2024 and December 31, 2023, more than 90% of these contracts have actual cash values of at least 110% of the guaranteed cash value.

**E.**Market Risk Benefits

Liabilities for market risk benefits ("MRBs") consist of variable annuity reinsurance contracts in Other Operations. These liabilities arise under annuities and riders to annuities written by ceding companies that guarantee the benefit received at death and, for a subset of policies, also provide contractholders the option, within 30 days of a policy anniversary after the appropriate waiting period, to elect minimum income payments. The Company's capital market risk exposure on variable annuity reinsurance contracts arises when the reinsured guaranteed minimum benefit exceeds the contractholder's account value in the related underlying mutual funds at the time

the insurance benefit is payable under the respective contract. The Company receives and pays premium periodically based on the terms of the reinsurance agreements.

Accounting Policy. Variable annuity reinsurance liabilities are measured as MRBs at fair value, net of nonperformance risk, with fluctuations in value gross of reinsurer nonperformance risk reported in benefit expenses, while fluctuations in the Company's own nonperformance risk (own credit risk) are reported in Accumulated other comprehensive loss. Nonperformance risk reflects risk that a party might default and therefore not fulfill its obligations (i.e., nonpayment risk). The nonperformance risk adjustment reflects a market participant's view of nonpayment risk by adding an additional spread to the discount rate in the calculation of both (a) the variable annuity reinsurance liabilities to be paid by the Company and (b) the variable annuity reinsurance assets to be paid by the reinsurers, after considering collateral. The Company classifies variable annuity assets and liabilities in Level 3 of the fair value hierarchy described in Note 12 to the Consolidated Financial Statements because assumptions related to future annuitant behavior are largely unobservable. As discussed further in Note 10 to the Consolidated Financial Statements, due to the reinsurance agreements covering these liabilities, the liabilities do not generally impact net income except for the change in nonperformance risk on the reinsurance recoverable, which is reported in benefit expenses and does not offset the nonperformance risk valuation on the liability. Variable annuity liabilities are established using capital market assumptions and assumptions related to future annuitant behavior (including mortality, lapse and annuity election rates).

Market risk benefits activity was as follows:

For the Years Ended December 31,
(Dollars in millions)20242023
Balance, beginning of year$1,003$1,268
Balance, beginning of year, before the effect of nonperformance risk (own credit risk)1,0851,379
Changes due to expected run-off(12)(19)
Changes due to capital markets versus expected(233)(254)
Changes due to policyholder behavior versus expected(39)(5)
Assumption changes37(16)
Balance, end of period, before the effect of changes in nonperformance risk (own credit risk)8381,085
Nonperformance risk (own credit risk), end of period(53)(82)
Balance, end of period$785$1,003
Reinsured market risk benefit, end of period$836$1,081

The following table presents the account value, net amount at risk, average attained age of contractholders (weighted by exposure) and the number of contractholders for guarantees assumed by the Company. The net amount at risk is the amount that the Company would have to pay to contractholders if all deaths or annuitizations occurred as of the earliest possible date in accordance with the insurance contract. As of December 31, 2024, the account value increased primarily due to favorable equity market performance, which resulted in a decrease to the net amount at risk. The Company should be reimbursed in full for these payments unless the Berkshire reinsurance limit is exceeded.

(Dollars in millions, excludes impact of reinsurance ceded)December 31, 2024December 31, 2023
Account value$7,777$7,736
Net amount at risk$1,283$1,609
Average attained age of contractholders (weighted by exposure)77.7 years77.3 years
Number of contractholders (estimated)130,000140,000

Note 10 – Reinsurance

The Company's insurance subsidiaries enter into agreements with other insurance companies to limit losses from large exposures and to permit recovery of a portion of incurred losses. Reinsurance is ceded primarily in acquisition and disposition transactions when the underwriting company is not being acquired. Reinsurance does not relieve the originating insurer of liability. Therefore, reinsured liabilities must continue to be reported along with the related reinsurance recoverables. The Company regularly evaluates the financial condition of its reinsurers and monitors concentrations of its credit risk.

Accounting Policy. Reinsurance recoverables represent amounts due from reinsurers for both paid and unpaid claims of the Company's insurance businesses. The Company bears the risk of loss if its reinsurers and retrocessionaires do not meet or are unable to meet their reinsurance obligations to the Company. Most reinsurance recoverables are classified as non-current assets. The current portion of reinsurance recoverables is reported in Other current assets and consists primarily of recoverables on paid claims expected to be settled within one year. Reinsurance recoverables are presented net of allowances, consisting primarily of an allowance for expected credit losses, which is recognized on reinsurance recoverable balances each period and adjusted through Medical costs and other benefit expenses. Estimates of the allowance for expected credit losses are based on internal and external data used to develop expected loss rates over the anticipated duration of the recoverable asset that vary by external credit rating and collateral level.

Collateral levels are defined internally based on the fair value of the collateral relative to the carrying amount of the reinsurance recoverable, the frequency at which collateral is required to be replenished and the potential for volatility in the collateral's fair value.

The Company's reinsurance recoverables as of December 31, 2024 are presented at amount due by range of external credit rating and collateral level in the following table, with reinsurance recoverables that are market risk benefits separately presented at fair value:

(In millions)Fair Value of Collateral Contractually Required to Meet or Exceed Carrying Value of RecoverableCollateral Provisions Exist That May Mitigate Risk of Credit Loss (1)No CollateralTotal
Ongoing Operations
A- equivalent and higher current ratings (2)$—$7$233$240
BBB- to BBB+ equivalent current credit ratings (2)——6363
Not rated14413148
Acquisition, disposition or run-off activities
BBB+ equivalent and higher current ratings (2)(3)4762,8541363,466
Not rated—639
Total reinsurance recoverables before market risk benefits$620$2,868$438$3,926
Allowance for uncollectible reinsurance(30)
Market risk benefits836
Total reinsurance recoverables (4)$4,732

*(1)*Includes collateral provisions requiring the reinsurer to fully collateralize its obligation if its external credit rating is downgraded to a specified level.

*(2)*Certified by a Nationally Recognized Statistical Ratings Organization ("NRSRO").

*(3)*Comprised of 21 reinsurers of which 73% is held by two reinsurers, Lincoln National Life Insurance Company and Lincoln Life and Annuity Company of New York.

*(4)*Includes $159 million of current reinsurance recoverables that are reported in Other current assets and $195 million of reinsurance recoverables classified as assets of businesses held for sale.

The Company entered into an agreement with Berkshire to effectively exit the variable annuity reinsurance business via a reinsurance transaction in 2013. Variable annuity contracts are accounted for as assumed and ceded reinsurance and categorized as market risk benefits as discussed in Note 9 to the Consolidated Financial Statements. Berkshire reinsured 100% of the Company's future cash flows in this business, net of other reinsurance arrangements existing at that time. The reinsurance agreement is subject to an overall limit with approximately $3.0 billion remaining at December 31, 2024. As a result of the reinsurance transaction, amounts payable are offset by a corresponding reinsurance recoverable, provided the increased recoverable remains within the overall Berkshire limit. As of both December 31, 2024 and 2023, market risk benefits (shown in the table net of nonperformance risk as of December 31, 2024) are predominantly reinsured by Berkshire, which is rated AA+ by an NRSRO. Approximately 95% of the Berkshire recoverable is secured by assets in a trust.

Effects of Reinsurance

Total short-duration contract premiums (direct, assumed and ceded) were $43.9 billion, $42.3 billion and $36.9 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Total long-duration contract premiums (direct, assumed and ceded) were $2.0 billion, $1.9 billion and $3.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively. Reinsurance recoveries of $573 million, $456 million and $702 million as of December 31, 2024, 2023 and 2022, respectively, have been netted against Medical costs and other benefit expenses in the Company’s Consolidated Statements of Income.

Both short- and long-duration premiums are primarily direct premiums; the amounts assumed and ceded were not material. Total short-duration contract written premiums were $42.6 billion, $41.1 billion and $35.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively.

Note 11 – Investments

The following table summarizes the Company's investments by category and current or long-term classification:

December 31, 2024December 31, 2023
(In millions)CurrentLong-TermTotalCurrentLong-TermTotal
Debt securities$463$8,960$9,423$590$9,265$9,855
Equity securities7554561313,3313,362
Commercial mortgage loans1081,2431,3511821,3511,533
Policy loans—1,1561,156—1,2111,211
Other long-term investments—4,5764,576—4,1814,181
Short-term investments170—170206—206
Total$748$16,489$17,237$1,009$19,339$20,348
Investments classified as assets of businesses held for sale (1)(83)(1,361)(1,444)(84)(1,354)(1,438)
Investments per Consolidated Balance Sheets$665$15,128$15,793$925$17,985$18,910

(1) Investments related to the HCSC transaction that were held for sale as of December 31, 2024. These investments were primarily comprised of debt securities.

Accounting Policy. Debt securities, commercial mortgage loans, derivative financial instruments and short-term investments with contractual maturities during the next 12 months are classified on the balance sheet as current investments, unless they are held as statutory deposits or restricted for other purposes and then they are classified as Long-term investments. Equity securities may include funds that are used in our cash management strategy and are classified as current investments. All other investments are classified as Long-term investments. See Note 12 for information about the valuation of the Company's investment portfolio.

**A.**Investment Portfolio

Debt Securities

Accounting Policy. Debt securities (including bonds, mortgage and other asset-backed securities, and preferred stocks redeemable by the investor) are classified as available for sale and are carried at fair value with changes in fair value recorded either in Accumulated other comprehensive loss within Shareholders' equity or in credit loss expense based on fluctuations in the allowance for credit losses, as further discussed below. When the Company intends to sell or determines that it is more likely than not to be required to sell an impaired debt security, the excess of amortized cost over fair value is directly written down with a charge to Net investment losses. Certain asset-backed securities are considered variable interest entities. See Note 13 for additional information.

The Company reviews declines in fair value from a debt security's amortized cost basis to determine whether a credit loss exists and, when appropriate, recognizes a credit loss allowance with a corresponding charge to credit loss expense, presented in Net investment losses in the Company's Consolidated Statements of Income. The allowance for credit loss represents the excess of amortized cost over the greater of its fair value or the net present value of the debt security's projected future cash flows (based on qualitative and quantitative factors, including the probability of default and the estimated timing and amount of recovery). Each period, the allowance for credit loss is adjusted as needed through credit loss expense.

The Company does not measure an allowance for credit losses for accrued interest receivables. When interest payments are delinquent based on contractual terms or when certain terms (interest rate or maturity date) of the investment have been restructured, accrued interest, reported in Other current assets, is written off through a charge to Net investment income and interest income is recognized on a cash basis.

The amortized cost and fair value by contractual maturity periods for debt securities were as follows as of December 31, 2024:

(In millions)Amortized CostFair Value
Due in one year or less$622$553
Due after one year through five years3,9273,759
Due after five years through ten years3,1642,960
Due after ten years2,0411,813
Mortgage and other asset-backed securities371338
Total$10,125$9,423

Actual maturities of these securities could differ from their contractual maturities used in the table above because issuers may have the right to call or prepay obligations, with or without penalties.

Gross unrealized appreciation (depreciation) on debt securities by type of issuer is shown below:

(In millions)Amortized CostAllowance for Credit LossUnrealized AppreciationUnrealized DepreciationFair Value
December 31, 2024
Federal government and agency$276$—$14$(9)$281
State and local government37—1(1)37
Foreign government350—5(11)344
Corporate9,091(111)102(659)8,423
Mortgage and other asset-backed371—1(34)338
Total$10,125$(111)$123$(714)$9,423
December 31, 2023
Federal government and agency$251$—$24$(8)$267
State and local government37—2(1)38
Foreign government355—10(13)352
Corporate9,338(33)158(630)8,833
Mortgage and other asset-backed398—1(34)365
Total$10,379$(33)$195$(686)$9,855

Review of Declines in Fair Value. Management reviews debt securities in an unrealized loss position to determine whether a credit loss allowance is needed based on criteria that include severity of decline; financial health and specific prospects of the issuer; and changes in the regulatory, economic or general market environment of the issuer's industry or geographic region.

The table below summarizes debt securities with a decline in fair value from amortized cost for which an allowance for credit losses has not been recorded (by investment grade and the length of time these securities have been in an unrealized loss position). Unrealized depreciation on these debt securities is primarily due to declines in fair value resulting from increasing interest rates since these securities were purchased.

December 31, 2024December 31, 2023
(Dollars in millions)Fair ValueAmortized CostUnrealized DepreciationNumber of IssuesFair ValueAmortized CostUnrealized DepreciationNumber of Issues
One year or less
Investment grade$1,203$1,227$(24)545$330$338$(8)142
Below investment grade245250(5)739161170(9)135
More than one year
Investment grade4,6875,319(632)1,2975,4416,036(595)1,590
Below investment grade416469(53)123701775(74)486
Total$6,551$7,265$(714)2,704$6,633$7,319$(686)2,353

Equity Securities

Accounting Policy. Equity securities with a readily determinable fair value consist primarily of public equity investments in the health care sector and mutual funds that invest in fixed income debt securities while those without a readily determinable fair value consist of private equity investments. Changes in the fair values of equity securities that have a readily determinable fair value are reported in Net investment losses. Equity securities without a readily determinable fair value are carried at cost minus impairment plus or minus changes resulting from observable price changes.

The following table provides the values of the Company's equity security investments:

December 31, 2024December 31, 2023
(In millions)CostCarrying ValueCostCarrying Value
Equity securities with readily determinable fair values$635$37$656$51
Equity securities with no readily determinable fair value3,2155243,2483,311
Total$3,850$561$3,904$3,362

We are a minority owner in VillageMD, a provider of primary, multi-specialty and urgent care services that is majority-owned by Walgreens Boots Alliance, Inc. These securities are included in equity securities with no readily determinable fair value in the above

table. We determined our investment in VillageMD was fully impaired and recorded a $2.7 billion loss in Net investment losses in the Company's Consolidated Statements of Income during the year ended December 31, 2024.

Commercial Mortgage Loans

Accounting Policy. Commercial mortgage loans are carried at unpaid principal balances, net of an allowance for expected credit losses, and classified as either current or long-term investments based on their contractual maturities. Changes in the allowance for expected credit losses are recognized as credit loss expense and presented in Net investment losses in the Company's Consolidated Statements of Income.

Each period, the Company establishes (or adjusts) its allowance for expected credit losses for commercial mortgage loans. The allowance for expected credit losses is based on a credit risk category that is assigned to each loan at origination using key credit quality indicators, including debt service coverage and loan-to-value ratios. Credit risk categories are updated as key credit quality indicators change. An expected loss rate, assigned based on the credit risk category, is applied to each loan's unpaid principal balance to develop the aggregate allowance for expected credit losses. Commercial mortgage loans are considered impaired and written off against the allowance when it is probable that the Company will not collect all amounts due per the terms of the promissory note. In the event of a foreclosure, the allowance for credit losses is based on the excess of the carrying value of the mortgage loan over the fair value of its underlying collateral.

Mortgage loans held by the Company are made exclusively to commercial borrowers and are diversified by property type, location and borrower. Loans are generally issued at fixed rates of interest and are secured by high-quality, primarily completed and substantially leased operating properties.

Credit Quality**.** The Company regularly evaluates and monitors credit risk. Mortgage origination professionals employ an internal credit quality rating system designed to evaluate the relative risk of the transaction at origination that is then updated each year as part of the annual portfolio loan review. The Company evaluates and monitors credit quality on a consistent and ongoing basis. The annual portfolio review performed in the second quarter of 2024 confirmed ongoing strong overall credit quality in line with the previous year's results.

Quality ratings are based on our evaluation of a number of key inputs related to the loan. The two most significant contributors to the credit quality rating are the debt service coverage and loan-to-value ratios. The debt service coverage ratio measures the amount of property cash flow available to meet annual interest and principal payments on debt, with a ratio below 1.0 indicating that there is not enough cash flow to cover the required loan payments. The loan-to-value ratio, commonly expressed as a percentage, compares the amount of the loan to the fair value of the underlying property collateralizing the loan.

The following table summarizes the credit risk profile of the Company's commercial mortgage loan portfolio:

(Dollars in millions)December 31, 2024December 31, 2023
Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value Ratio
Below 60%$5472.07$8022.13
60% to 79%5951.835741.77
80% to 100%2090.511570.65
Total$1,3511.7069%$1,5331.8264%

Policy Loans

Accounting Policy. Policy loans, primarily associated with our corporate-owned life insurance business, are carried at unpaid principal balances plus accumulated interest, the total of which approximates fair value. These loans are collateralized by life insurance policy cash values and therefore have minimal exposure to credit loss. Interest rates are reset annually based on a rolling average of benchmark interest rates.

Other Long-Term Investments

Accounting Policy. Other long-term investments include investments in unconsolidated entities, including certain limited partnerships and limited liability companies holding real estate, securities or loans, and health care-related investments. These investments are carried at cost plus the Company's ownership percentage of reporting income or loss, based on the financial statements of the

underlying investments that are generally reported at fair value. Income or loss from these investments is reported on a one-quarter lag due to the timing of when financial information is received from the general partner or manager of the investments.

Other long-term investments also include investment real estate carried at depreciated cost less any impairment write-downs to fair value when cash flows indicate that the carrying value may not be recoverable. Depreciation is generally recorded using the straight-line method based on the estimated useful life of each asset. Investment real estate as of December 31, 2024 and 2023 is expected to be held longer than one year and may include real estate acquired through the foreclosure of commercial mortgage loans.

Additionally, foreign currency swaps carried at fair value and certain restricted deposits are reported in the table below as "Other." See discussion below for information on the Company's accounting policies for derivative financial instruments.

Other long-term investments and related commitments are diversified by issuer, property type and geographic regions. These investments are primarily unconsolidated variable interest entities (see Note 13 for additional information). The following table provides unfunded commitment and carrying value information for these investments. The Company expects to disburse approximately 31% of the committed amounts in 2025.

Our limited partnership investments are reduced as the Company receives cash distributions for returns on its investment that were previously recognized in Net investment income. The amount of these cash distributions was $344 million in 2024, $253 million in 2023 and $487 million in 2022.

Unfunded Commitments as of
Carrying Value as of December 31,
(In millions)20242023December 31, 2024
Real estate investments$1,763$1,606$850
Securities partnerships2,5872,4001,809
Other226175—
Total$4,576$4,181$2,659

Short-Term Investments

Accounting Policy. Security investments with maturities of greater than three months to one year from time of purchase are classified as short-term, available for sale and carried at fair value that approximates cost.

Concentration of Risk

The Company did not have a concentration of investments in a single issuer or borrower exceeding 10% of shareholders' equity as of December 31, 2024 or 2023.

**B.**Derivative Financial Instruments

The Company uses derivative financial instruments to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities. The Company also uses derivative financial instruments to hedge the risk of changes in the net assets of certain of its foreign subsidiaries due to changes in foreign currency exchange rates and to hedge the interest rate risk of certain long-term debt.

Accounting Policy. Derivatives are recorded in our Consolidated Balance Sheets at fair value and are classified as current or non-current according to their contractual maturities. Further information on our policies for determining fair value are discussed in Note 12. The Company applies hedge accounting when derivatives are designated, qualified and highly effective as hedges. Under hedge accounting, the changes in fair value of the derivative and the hedged risk are generally recognized together and offset each other when reported in Shareholders' net income. Various qualitative or quantitative methods appropriate for each hedge are used to formally assess and document hedge effectiveness at inception and each period throughout the life of a hedge.

Fair Value Hedges of the Foreign Exchange-Related Changes in Fair Values of Certain Foreign-Denominated Bonds**:**

This program hedges the foreign exchange-related changes in fair values of certain foreign-denominated bonds. The notional value of these derivatives matches the amortized cost of the hedged bonds. A majority of these instruments are denominated in Euros, with the remaining instruments denominated in British Pounds Sterling and Australian Dollars. Swap fair values are reported in Long-term investments or Other non-current liabilities. Offsetting changes in fair values attributable to the foreign exchange risk of the swap contracts and the hedged bonds are reported in Net investment losses. The portion of the swap contracts' changes in fair value excluded from the assessment of hedge effectiveness is recorded in Other comprehensive loss and recognized in Net investment

income as swap coupon payments are accrued, offsetting the foreign-denominated coupons received on the designated bonds. Net cash flows are reported in Operating activities, while exchanges of notional principal amounts are reported in Investing activities.

Fair Value Hedges of the Interest Rate Exposure on the Company's Long-Term Debt**:**

This program converts a portion of the interest rate exposure on the Company's long-term debt from fixed to variable rates. This more closely aligns the Company's interest expense with the interest income received on its cash equivalent and short-term investment balances. The variable rates are benchmarked to SOFR. Using fair value hedge accounting, the fair values of the swap contracts are reported in other assets or other liabilities. The critical terms of these swaps match those of the long-term debt being hedged. As a result, the carrying value of the hedged debt is adjusted to reflect changes in its fair value driven by SOFR. The effects of those adjustments on interest expense are offset by the effects of corresponding changes in the swaps' fair value. The net impact from the hedge reported in Interest expense and other reflects interest expense on the hedged debt at the variable interest rate. Cash flows relating to these contracts are reported in Operating activities.

Net Investment Hedges of Certain Foreign Subsidiaries Operating Principally in Currencies Other than the U.S. Dollar**:**

This program reduces the risk of changes in net assets due to changes in foreign currency spot exchange rates for certain foreign subsidiaries that conduct their business principally in currencies other than the U.S. Dollar. The notional value of hedging instruments matches the hedged amount of subsidiary net assets. Foreign currency swap contracts are denominated in Euros. The fair values of the foreign currency swap and forward contracts are reported in other assets or other liabilities. The changes in fair values of these instruments are reported in Other comprehensive loss, specifically in translation of foreign currencies. The portion of the change in fair values relating to foreign exchange spot rates will be recognized in earnings upon deconsolidation of the hedged foreign subsidiaries. Cash flows relating to these contracts are reported in Investing activities.

The effects of derivative financial instruments used in our individual hedging strategies were not material to the Consolidated Financial Statements as of December 31, 2024 and December 31, 2023. The gross fair values of our derivative financial instruments are presented in Note 12 to the Consolidated Financial Statements. The following table summarizes the types and notional quantity of derivative instruments held by the Company:

Notional Value as of
(In millions)December 31, 2024December 31, 2023
Type of Instrument
Fair value hedge - Foreign currency swap contracts$975$1,026
Fair value hedge - Interest rate swap contracts$2,700$1,500
Net investment hedge - Foreign currency swap contracts$415$415

**C.**Net Investment Income

Accounting Policy. When interest and principal payments on investments are current, the Company recognizes interest income when it is earned. The Company recognizes interest income on a cash basis when interest payments are delinquent based on contractual terms or when certain terms (interest rate or maturity date) of the investment have been restructured. For unconsolidated entities that are included in other long-term investments, investment income is generally recognized according to the Company's share of the reported income or loss on the underlying investments. Investment income attributed to the Company's separate accounts is excluded from our earnings because associated gains and losses generally accrue directly to separate account policyholders.

The components of Net investment income were as follows:

For the Years Ended December 31,
(In millions)202420232022
Debt securities$492$500$572
Equity securities (1)(114)12314
Commercial mortgage loans616559
Policy loans566059
Other long-term investments75123390
Short-term investments and cash447339115
Total investment income1,0171,2101,209
Less investment expenses444454
Net investment income$973$1,166$1,155

*(1)*Includes a $182 million impairment of dividend receivable for the year ended December 31, 2024. See the Equity Securities section of Note 11A to the Consolidated Financial Statements for additional information.

**D.**Investment Gains and Losses

Accounting Policy. Investment gains and losses are based on specifically identified assets and result from sales, investment asset write-downs, changes in the fair value of certain derivatives and equity securities and changes in allowances for credit losses on debt securities and commercial mortgage loan investments.

Net investment losses before income taxes were $2,737 million, $78 million and $487 million for the years ended December 31, 2024, 2023 and 2022, respectively. This increase was primarily driven by the impairment of equity securities in 2024. These amounts exclude investment gains and losses attributed to the Company's separate accounts because those gains and losses generally accrue directly to separate account policyholders.

Note 12 – Fair Value Measurements

Accounting Policy. The Company carries certain financial instruments at fair value in the financial statements including debt securities, certain equity securities, short-term investments and derivatives. Other financial instruments are measured at fair value only under certain conditions, such as when impaired or when there are observable price changes for equity securities with no readily determinable fair value.

Fair value is defined as the price at which an asset could be exchanged in an orderly transaction between market participants at the balance sheet date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a market participant, not the amount that would be paid to settle the liability with the creditor.

The Company's financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset's or a liability's classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument's fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).

The Company estimates fair values using prices from third parties or internal pricing methods. Fair value estimates received from third-party pricing services are based on reported trade activity and quoted market prices when available and other market information that a market participant would use to estimate fair value. The internal pricing methods are performed by the Company's investment professionals and generally involve using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality as well as other qualitative factors. In instances where there is little or no market activity for the same or similar instruments, fair value is estimated using methods, models and assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. These valuation techniques involve some level of estimation and judgment that becomes significant with increasingly complex instruments or pricing models.

The Company is responsible for determining fair value and for assigning the appropriate level within the fair value hierarchy based on the significance of unobservable inputs. The Company reviews methodologies, processes and controls of third-party pricing services and compares prices on a test basis to those obtained from other external pricing sources or internal estimates. The Company performs ongoing analyses of both prices received from third-party pricing services and those developed internally to determine that they represent appropriate estimates of fair value. The controls executed by the Company include evaluating changes in prices and monitoring for potentially stale valuations. The Company also performs sample testing of sales values to confirm the accuracy of prior fair value estimates. The minimal exceptions identified during these processes indicate that adjustments to prices are infrequent and do not significantly impact valuations. An annual due diligence review of the most significant pricing service is conducted to review their processes, methodologies and controls. This review includes a walk-through of inputs for a sample of securities held across various asset types to validate the documented pricing process.

**A.**Financial Assets and Financial Liabilities Carried at Fair Value

The following table provides information about the Company's financial assets and liabilities carried at fair value. Further information regarding insurance assets and liabilities carried at fair value is provided in Note 9E to the Consolidated Financial Statements. Separate account assets are also recorded at fair value on the Company's Consolidated Balance Sheets and are reported separately in the Separate Accounts section below as gains and losses related to these assets generally accrue directly to contractholders.

(In millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
December 31, 2024December 31, 2023December 31, 2024December 31, 2023December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Financial assets at fair value
Debt securities
Federal government and agency$165$130$116$137$—$—$281$267
State and local government——3738——3738
Foreign government——344352——344352
Corporate——8,0498,4323744018,4238,833
Mortgage and other asset-backed——2953194346338365
Total debt securities1651308,8419,2784174479,4239,855
Equity securities (1)143647——3751
Short-term investments——170206——170206
Derivative assets——168131—1168132
Financial liabilities at fair value
Derivative liabilities$—$—$1$4$—$—$1$4

*(1)*Excludes certain equity securities that have no readily determinable fair value.

Level 1 Financial Assets

Inputs for instruments classified in Level 1 include unadjusted quoted prices for identical assets in active markets accessible at the measurement date. Active markets provide pricing data for trades occurring at least weekly and include exchanges and dealer markets.

Assets in Level 1 include actively traded U.S. government bonds and exchange-listed equity securities. A relatively small portion of the Company's investment assets are classified in this category given the narrow definition of Level 1 and the Company's investment asset strategy to maximize investment returns.

Level 2 Financial Assets and Financial Liabilities

Inputs for instruments classified in Level 2 include quoted prices for similar assets or liabilities in active markets, quoted prices from those willing to trade in markets that are not active, or other inputs that are market-observable or can be corroborated by market data for the term of the instrument. Such other inputs include market interest rates and volatilities, spreads, and yield curves. An instrument is classified in Level 2 if the Company determines that unobservable inputs are insignificant.

Debt and Equity Securities. Third-party pricing services and internal methods often use recent trades of securities with similar features and characteristics because many debt securities do not trade daily. Pricing models are used to determine these prices when recent trades are not available. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data, and industry and economic events. For mortgage-backed securities, inputs and assumptions may also include characteristics of the issuer, collateral attributes, prepayment speeds and credit rating. Nearly all of these instruments are valued using recent trades or pricing models.

Short-term Investments are carried at fair value that approximates cost. The Company compares market prices for these securities to recorded amounts on a regular basis to validate that current carrying amounts approximate exit prices. The short-term nature of the investments and corroboration of the reported amounts over the holding period support their classification in Level 2.

Derivative Assets and Liabilities classified in Level 2 represent over-the-counter instruments, such as foreign currency forward and swap contracts. Fair values for these instruments are determined using market-observable inputs, including forward currency and interest rate curves and widely published market-observable indices. Credit risk related to the counterparty and the Company is considered when estimating the fair values of these derivatives. The nature and use of these derivative financial instruments are described in Note 11.

Level 3 Financial Assets and Financial Liabilities

Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and significant to their resulting fair value measurement. Unobservable inputs reflect the Company's best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date. Additionally, as discussed in Note 9E to the Consolidated Financial Statements, the Company classifies variable annuity assets and liabilities in Level 3 of the fair value hierarchy.

The Company classifies certain newly issued, privately placed, complex or illiquid securities in Level 3. Approximately 5% of debt securities are priced using significant unobservable inputs and classified in this category.

Fair values of mortgage and other asset-backed securities, as well as corporate and government debt securities, are primarily determined using pricing models that incorporate the specific characteristics of each asset and related assumptions, including the investment type and structure, credit quality, industry and maturity date in comparison to current market indices, spreads, and liquidity of assets with similar characteristics. Inputs and assumptions for pricing may also include characteristics of the issuer, collateral attributes, and prepayment speeds for mortgage and other asset-backed securities. Recent trades in the subject security or similar securities are assessed when available, and the Company may also review published research in its evaluation, as well as the issuer's financial statements.

Quantitative Information about Unobservable Inputs

The significant unobservable input used to value our corporate and government debt securities and mortgage and other asset-backed securities is an adjustment for liquidity. This adjustment is needed to reflect current market conditions and issuer circumstances when there is limited trading activity for the security.

The following table summarizes the fair value and significant unobservable inputs that were developed directly by the Company and used in pricing these debt securities. The range and weighted average basis point amounts for liquidity reflect the Company's best estimates of the unobservable adjustments a market participant would make to calculate these fair values. An increase in liquidity spread adjustments would result in a lower fair value measurement, while a decrease would result in a higher fair value measurement.

Fair Value as ofUnobservable Adjustment Range (Weighted Average by Quantity) as of
(Fair value in millions)December 31, 2024December 31, 2023Unobservable Input December 31, 2024December 31, 2024December 31, 2023
Debt securities
Corporate$373$401Liquidity60 - 1520 (370)bps70 - 1235 (310)bps
Mortgage and other asset-backed securities4346Liquidity100 - 550 (280)bps95 - 640 (310)bps
Other debt securities1—
Total Level 3 debt securities$417$447

Changes in Level 3 Financial Assets and Financial Liabilities Carried at Fair Value

The following table summarizes the changes in financial assets and financial liabilities classified in Level 3. Gains and losses reported in the table may include net changes in fair value that are attributable to both observable and unobservable inputs.

Years Ended December 31,
(In millions)20242023
Debt Securities
Beginning balance$447$447
Losses included in Shareholders' net income(69)(2)
(Losses) gains included in Other comprehensive loss(9)8
Purchases, sales and settlements
Purchases1710
Sales(2)—
Settlements(21)(52)
Total purchases, sales and settlements(6)(42)
Transfers into / (out of) Level 3
Transfers into Level 37295
Transfers out of Level 3(18)(59)
Total transfers into / (out of) Level 35436
Ending balance$417$447
Total losses included in Shareholders' net income attributable to instruments held at the reporting date$(69)$(2)
Change in unrealized gain or (loss) included in Other comprehensive loss for assets held at the end of the reporting period$(9)$3

Total gains and losses included in Shareholders' net income in the tables above are reflected in the Consolidated Statements of Income as Net investment losses and Net investment income. Gains and losses included in Other comprehensive loss, net of tax in the tables above are reflected in Net unrealized appreciation (depreciation) on securities and derivatives in the Consolidated Statements of Comprehensive Income.

Transfers into or out of the Level 3 category occur when unobservable inputs, such as the Company's best estimate of what a market participant would use to determine a current transaction price, become more or less significant to the fair value measurement. Market activity typically decreases during periods of economic uncertainty, and this decrease in activity reduces the availability of market observable data. As a result, the level of unobservable judgment that must be applied to the pricing of certain instruments increases and is typically observed through the widening of liquidity spreads. Transfers between Level 2 and Level 3 during 2024 and 2023 primarily reflected changes in liquidity estimates for certain private placement issuers across several sectors. See discussion under Quantitative Information about Unobservable Inputs above for more information.

Separate Accounts

Accounting Policy. Separate account assets and liabilities are contractholder funds maintained in accounts with specific investment objectives. Our subsidiaries or external advisors manage invested assets of separate accounts on behalf of contractholders, including The Cigna Group Pension Plan, variable universal life products sold through our corporate-owned life insurance products and the run-off businesses. The assets of these accounts are legally segregated and are not subject to claims that arise out of any of the Company's other businesses. These separate account assets are carried at fair value with equal amounts recorded for related separate account liabilities. The investment income and fair value gains and losses of separate account assets generally accrue directly to the contractholders and, together with their deposits and withdrawals, are excluded from the Company's Consolidated Statements of Income and Cash Flows. Fees and charges earned for mortality risks, asset management or administrative services are reported in either Premiums or Fees and other revenues. Investments that are measured using the practical expedient of net asset value ("NAV") are excluded from the fair value hierarchy. The separate account activity for the year ended December 31, 2024 and 2023 was primarily driven by changes in the market values of the underlying separate account investments.

Fair values of Separate account assets were as follows:

Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
(In millions)December 31, 2024December 31, 2023December 31, 2024December 31, 2023December 31, 2024December 31, 2023December 31, 2024December 31, 2023
Guaranteed separate accounts (See Note 21)$231$226$345$352$—$—$576$578
Non-guaranteed separate accounts (1)2671585,5755,7972282176,0706,172
Subtotal$498$384$5,920$6,149$228$2176,6466,750
Non-guaranteed separate accounts priced at NAV as a practical expedient (1)632680
Total$7,278$7,430

*(1)*Non-guaranteed separate accounts include $3.8 billion as of December 31, 2024 and $4.0 billion as of December 31, 2023 in assets supporting the Company's pension plans, including $0.2 billion classified in Level 3 both as of December 31, 2024 and December 31, 2023. Non-guaranteed separate accounts are primarily comprised of securities partnerships, real estate and real estate funds.

Separate account assets classified as Level 1 primarily include exchange-listed equity securities. Level 2 assets primarily include corporate and structured bonds valued using recent trades of similar securities or pricing models that discount future cash flows at estimated market interest rates as described above, and actively traded institutional and retail mutual fund investments.

Separate account assets classified in Level 3 primarily support the Company's pension plans and include certain newly issued, privately placed, complex or illiquid securities that are priced using methods discussed above, as well as commercial mortgage loans. Activity, including transfers into and out of Level 3, was not material for the years ended December 31, 2024 or 2023.

**B.**Assets and Liabilities Measured at Fair Value under Certain Conditions

Some financial assets and liabilities are not carried at fair value, such as commercial mortgage loans that are carried at unpaid principal, investment real estate that is carried at depreciated cost and equity securities with no readily determinable fair value when there are no observable market transactions. However, these financial assets and liabilities may be measured using fair value under certain conditions, such as when investments become impaired and are written down to their fair value, or when there are observable price changes from orderly market transactions of equity securities that otherwise had no readily determinable fair value.

During 2024, we determined our investment in VillageMD was fully impaired and recorded a $2.7 billion loss in Net investment losses in the Company's Consolidated Statements of Income. For the year ended December 31, 2023, impairments recognized requiring the assets and liabilities described above to be measured at fair value were not material. Observable price changes for equity securities with no readily determinable fair value were not material for the year ended December 31, 2024 and December 31, 2023.

**C.**Fair Value Disclosures for Financial Instruments Not Carried at Fair Value

The following table includes the Company's financial instruments not recorded at fair value but for which fair value disclosure is required. In addition to universal life products and finance leases, financial instruments that are carried in the Company's Consolidated Balance Sheets at amounts that approximate fair value are excluded from the following table.

Classification in Fair Value HierarchyDecember 31, 2024December 31, 2023
(In millions)Fair ValueCarrying ValueFair ValueCarrying Value
Commercial mortgage loansLevel 3$1,256$1,351$1,430$1,533
Long-term debt, including current maturities, excluding finance leasesLevel 2$28,392$31,008$28,033$29,585

Note 13 – Variable Interest Entities

When the Company becomes involved with a variable interest entity and when there is a change in the Company's involvement with an entity, the Company must determine if it is the primary beneficiary and must consolidate the entity. The Company is considered the primary beneficiary if it has the power to direct the entity's most significant economic activities and has the right to receive benefits or obligation to absorb losses that could be significant to the entity.

The Company evaluates the following criteria: the structure and purpose of the entity; the risks and rewards created by and shared through the entity; and the Company's ability to direct its activities, receive its benefits and absorb its losses relative to the other parties involved with the entity, including its sponsors, equity holders, guarantors, creditors and servicers.

The Company determined it was not a primary beneficiary in any material variable interest entity as of December 31, 2024 or 2023. The Company's involvement in variable interest entities for which it is not the primary beneficiary is described below.

Securities Limited Partnerships and Real Estate Limited Partnerships. The Company owns interests in securities limited partnerships and real estate limited partnerships that are defined as unconsolidated variable interest entities. These partnerships invest in the equity or mezzanine debt of privately held companies and real estate properties. General partners unaffiliated with the Company control decisions that most significantly impact the partnership's operations, and the limited partners do not have substantive kick-out or participating rights. The Company has invested in approximately 195 limited partnerships that have a carrying value of $3.2 billion as of December 31, 2024 reported in other long-term investments. As of December 31, 2024, we have commitments to contribute an additional $2.4 billion to these entities, and the Company's maximum exposure to loss from these investments is $5.6 billion, calculated as the sum of our carrying value and the additional funding commitments. Our noncontrolling interest in each of these limited partnerships is generally less than 10% of the partnership ownership interests. See Note 11 for further information on the Company's accounting policy for other long-term investments.

The Company has guaranteed debt payments to mortgage lenders for certain real estate limited partnerships should potential environmental obligations arise. No liability has been incurred related to these guarantees, and the Company's maximum exposure to these guarantees was approximately $272 million as of December 31, 2024.

Other Variable Interest Entities. The Company is involved in other types of variable interest entities, including certain asset-backed and corporate securities, real estate joint ventures that develop properties for residential and commercial use, independent physician associations that provide care management services, and international health care joint ventures. As of December 31, 2024, the Company's maximum exposure to loss is $0.4 billion from certain asset-backed and corporate securities and $0.9 billion from real estate joint ventures, which represents the sum of our carrying value and the additional funding commitments for these entities. The carrying values and maximum exposures for the remaining unconsolidated variable interest entities were not material as of December 31, 2024.

The Company has not provided, and does not intend to provide, financial support to any of the variable interest entities in excess of its maximum exposure. We perform ongoing qualitative analyses of our involvement with these variable interest entities to determine if consolidation is required.

Note 14 – Collectively Significant Operating Unconsolidated Subsidiaries

In addition to equity method investments in certain limited partnerships and limited liability companies holding real estate, securities or loans (as disclosed in Note 11), we maintain a portfolio of operating joint ventures accounted for as equity method investments. Operating joint ventures had a carrying value of $656 million as of December 31, 2024 and $911 million as of December 31, 2023, of which $43 million as of December 31, 2024 and $214 million as of December 31, 2023 related to our joint venture in China. Total Accumulated Other Comprehensive Income (Loss) ("AOCI") includes losses of $979 million as of December 31, 2024 and $510 million as of December 31, 2023 related to the Company's share of operating joint ventures primarily driven by the requirement to update discount rate assumptions for certain long-duration liabilities.

For the years ended December 31, 2024, 2023 and 2022, none of our equity method investments were individually significant.

In the fourth quarter of 2024, we sold a portion of an operating joint venture, reducing our ownership. As a result, we recognized $496 million within Net gain (loss) on sale of businesses in our Consolidated Statements of Income.

Accounting Policy. We record in our Consolidated Statements of Income our proportionate share of net income or loss generated by operating joint ventures within Fees and other revenues. In certain instances, income or loss is reported on a one-month lag due to the timing of when financial information is received.

The below summarized results of operations and financial position of the operating joint ventures reflects the latest available financial information and does not represent the Company's proportionate share of the assets, liabilities or earnings of such entities.

For the Years Ended December 31,
(In millions)202420232022
Revenues$7,309$5,962$4,665
Net income (loss)$607$98$(12)
(In millions)December 31, 2024December 31, 2023
Total assets$34,395$26,681
Total liabilities$33,892$25,534

Note 15 – Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) includes net unrealized appreciation (depreciation) on securities and derivatives, change in discount rate and instrument-specific credit risk for certain long-duration insurance contractholder liabilities (Note 9 to the Consolidated Financial Statements), foreign currency translation, and the net postretirement benefits liability adjustment. AOCI includes the Company's share from unconsolidated entities reported on the equity method. Generally, tax effects in AOCI are established at the currently enacted tax rate and reclassified to Shareholders' net income in the same period that the related pre-tax AOCI reclassifications are recognized.

Shareholders' other comprehensive loss, net of tax, for the years ended 2024, 2023 and 2022 is primarily attributable to the change in discount rates for certain long-duration liabilities and unrealized changes in the market values of securities and derivatives, including the impacts from unconsolidated entities reported on the equity method.

Changes in the components of AOCI were as follows:

For the Years Ended December 31,
(In millions)202420232022
Securities and Derivatives
Beginning balance$171$(332)$1,266
Unrealized appreciation (depreciation) on securities and derivatives, before reclassification, net of tax (expense) benefit of $(207), $(146) and $467, respectively601474(1,807)
Amounts reclassified to Shareholders' net income, net of tax (benefit) of $(16), $(8) and $(48), respectively6029209
Other comprehensive income (loss), net of tax661503(1,598)
Ending balance$832$171$(332)
Net long-duration insurance and contractholder liabilities measurement adjustments
Beginning balance$(971)$(256)$(765)
Net current period change in discount rate for certain long-duration liabilities, net of tax benefit (expense) of $357, $222 and $(122), respectively(1,044)(691)520
Net current period change in instrument-specific credit risk for market risk benefits, net of tax benefit of $6, $5 and $3, respectively(23)(24)(11)
Other comprehensive (loss) income, net of tax(1,067)(715)509
Ending balance$(2,038)$(971)$(256)
Translation of foreign currencies
Beginning balance$(149)$(154)$(233)
Net translation of foreign currencies, before reclassification, net of tax benefit (expense) of $2, $5 and $(33), respectively(60)5(310)
Amounts reclassified to Shareholders' net income, net of tax expense of $—, $— and $29, respectively11—387
Other comprehensive (loss) income, net of tax(49)577
Less: Net translation (loss) on foreign currencies attributable to noncontrolling interests——(2)
Shareholders' other comprehensive (loss) income, net of tax(49)579
Ending balance$(198)$(149)$(154)
Postretirement benefits liability
Beginning balance$(915)$(916)$(1,336)
Amounts reclassified to Shareholders' net income, net of tax (benefit) of $(7), $(11) and $(16), respectively223548
Net change due to valuation update, before reclassification, net of tax benefit (expense) of $14, $12 and $(115), respectively(44)(34)372
Other comprehensive (loss) income, net of tax(22)1420
Ending balance$(937)$(915)$(916)
Total Accumulated other comprehensive loss
Beginning balance$(1,864)$(1,658)$(1,068)
Shareholders' other comprehensive (loss), net of tax benefit of $149, $79 and $165, respectively(477)(206)(590)
Ending balance$(2,341)$(1,864)$(1,658)

Note 16 – Pension

**A.**About Our Plans

The Company sponsors U.S. and non-U.S. defined benefit pension plans; future benefit accruals for the domestic plans are frozen.

Accounting Policy. The Company measures the assets and liabilities of its domestic pension plans as of December 31. Benefit obligations are measured at the present value of estimated future payments based on actuarial assumptions. The Company uses the corridor method to account for changes in the benefit obligation when actual results differ from those assumed or when assumptions change. These changes are called net unrecognized actuarial gains (losses). Under the corridor method, net unrecognized actuarial gains (losses) are initially recorded in Accumulated other comprehensive loss. When the unrecognized gain (loss) exceeds 10% of the benefit obligation, that excess is amortized to expense over the expected remaining lives of plan participants. The net plan expense is reported in Interest expense and other in the Consolidated Statements of Income.

We measure plan assets at fair value for balance sheet purposes and to measure pension benefit costs. When the actual return differs from the expected return, those differences are reflected in the net unrealized actuarial gain (loss) discussed above.

**B.**Funded Status and Amounts Included in Accumulated Other Comprehensive Loss

The following table summarizes the projected benefit obligations and assets related to our U.S. and non-U.S. pension plans:

For the Years Ended December 31,
(In millions)20242023
Change in benefit obligation
Benefit obligation, January 1$3,934$3,948
Service cost11
Interest cost194204
Actuarial (gains) losses, net (1)(146)93
Benefits paid from plan assets(328)(294)
Other(12)(18)
Benefit obligation, December 313,6433,934
Change in plan assets
Fair value of plan assets, January 14,1384,186
Actual return on plan assets40246
Benefits paid(328)(294)
Contributions4—
Fair value of plan assets, December 313,8544,138
Funded status$211$204
Amounts presented in Consolidated Balance Sheets
Other assets$211$204

(1) 2024 gains reflect an increase in the discount rate, while 2023 losses reflect a decrease in the discount rate.

We fund our qualified pension plans at least at the minimum amount required by the Employee Retirement Income Security Act of 1974 and the Pension Protection Act of 2006. The Company made immaterial contributions to the qualified pension plans in 2024. For 2025, contributions to the qualified pension plans are expected to be immaterial. Future years' contributions will ultimately be based on a wide range of factors, including but not limited to asset returns, discount rates and funding targets. Nonqualified pension plans are generally funded on a pay-as-you-go basis as there are no plan assets for these plans.

Benefit Payments. The following benefit payments are expected to be paid in:

(In millions)
2025$315
2026$314
2027$311
2028$309
2029$306
2030 - 2034$1,443

Amounts reflected in the pension assets (liabilities) shown above that have not yet been reported in Net income and, therefore, have been included in Accumulated other comprehensive loss consisted of the following:

(In millions)December 31, 2024December 31, 2023
Unrecognized net (losses)$(1,228)$(1,207)
Unrecognized prior service cost(4)(4)
Postretirement benefits liability adjustment$(1,232)$(1,211)

**C.**Cost of Our Plans

Net pension cost was as follows:

For the Years Ended December 31,
(In millions)202420232022
Service cost$1$1$2
Interest cost194204140
Expected long-term return on plan assets(247)(204)(272)
Amortization of:
Prior actuarial losses, net395289
Curtailment loss1——
Net (benefit) cost$(12)$53$(41)

**D.**Assumptions Used for Pension

For the Years Ended December 31,
20242023
Discount rate:
Pension benefit obligation5.57%5.10%
Pension benefit cost5.10%5.43%
Expected long-term return on plan assets:
Pension benefit cost6.50%6.50%
Mortality table for pension obligationsWhite Collar mortality table with MP 2021 projection scaleWhite Collar mortality table with MP 2021 projection scale

The Company develops discount rates by applying actual annualized yields for high-quality bonds by duration to the expected pension plan liability cash flows. The bond yields represent a diverse mix of actively traded high-quality fixed income securities that have an above-average return at each duration as management believes this approach is representative of the yield achieved through plan asset investment strategy. The expected long-term return on plan assets was developed considering historical long-term actual returns, expected long-term market conditions, plan asset mix and management's plan asset investment strategy.

**E.**Pension Plan Assets

As of December 31, 2024, pension assets included $3.8 billion invested in the separate accounts of Connecticut General Life Insurance Company, a subsidiary of the Company, and an additional $0.1 billion invested in funds of unaffiliated investment managers.

The fair values of pension assets by category are as follows:

(In millions)December 31, 2024December 31, 2023
Debt securities:
Federal government and agency$99$12
Corporate2,6732,780
Asset-backed138121
Fund investments76278
Total debt securities2,9863,191
Equity securities:
Domestic2127
International, including funds and pooled separate accounts (1)66
Total equity securities2733
Securities partnerships, including pooled separate accounts (1)402419
Real estate and real estate funds, including pooled separate accounts (1)228270
Commercial mortgage loans2746
Guaranteed deposit account contract4748
Cash equivalents and other current assets, net137131
Total pension assets at fair value$3,854$4,138

(1) A pooled separate account has several participating benefit plans and each owns a share of the total pool of investments.

The Company's current target investment allocation percentages are 90% fixed income and 10% in other investments, including private equity (securities partnerships), public equity securities, and real estate, and are developed by management as guidelines, although the fair values of each asset category are expected to vary as a result of changes in market conditions. The Company will evaluate further allocation changes to equity securities, other investments and fixed income securities as funding levels change.

See Note 12 for further details regarding how fair value is determined, including the level within the fair value hierarchy and the procedures we use to validate fair value measurements. The Company classifies substantially all debt securities in Level 2 for pension plan assets. These assets are valued using recent trades of similar securities or are fund investments priced using their daily net asset value that is the exit price. All domestic equity securities and international equity funds within pension assets are classified as Level 3.

Securities partnerships, real estate and hedge funds are valued using net asset value as a practical expedient and are excluded from the fair value hierarchy. See Note 12 for additional disclosures related to these assets invested in the separate accounts of the Company's subsidiary. Certain securities as described in Note 12, as well as commercial mortgage loans and guaranteed deposit account contracts, are classified in Level 3 because unobservable inputs used in their valuation are significant.

**F.**401(k) Plan

The Company sponsors a 401(k) plan. All employees are immediately eligible for the plan at hire. The Company matches a portion of employees' contributions to the plan and may increase its matching contributions if the Company's annual performance meets certain targets. Plan participants may invest in various funds that invest in the Company's common stock, several diversified stock funds, a bond fund or stable value funds. The Company common stock fund under the plan constitutes an "employee stock ownership plan" as defined in the Internal Revenue Code. Dividends from the Company common stock fund are reinvested in a participant's stock fund account unless the participant elects to receive the dividends in cash. The Company's annual expense for the plan was $301 million, $296 million and $274 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Note 17 – Employee Incentive Plans

**A.**About Our Plans

The People Resources Committee (the "Committee") of the Board of Directors awards stock options, restricted stock grants, restricted stock units, deferred stock and strategic performance shares to certain employees. The Company issues original issue shares for these awards.

The Company records compensation expense for stock and option awards over their vesting periods primarily based on the estimated fair value at the grant date. Fair value is determined differently for each type of award as discussed below.

Shares of common stock available for award were as follows:

(In millions)December 31, 2024December 31, 2023December 31, 2022
Common shares available for award12.414.416.6

**B.**Stock Options

Accounting Policy. The Company awards options to purchase The Cigna Group common stock at the market price of the stock on the grant date. Options vest over periods ranging from one year to three years and expire no later than 10 years from grant date. Fair value is estimated using the Black-Scholes option pricing model by applying the assumptions presented below. That fair value is reduced by options expected to be forfeited during the vesting period. The Company estimates forfeitures at the grant date based on our experience and adjusts the expense to reflect actual forfeitures over the vesting period. The fair value of options, net of forfeitures, is recognized in Selling, general and administrative expenses on a straight-line basis over the vesting period.

Black-Scholes option pricing model assumptions and the resulting fair value of options are presented in the following table:

202420232022
Dividend yield1.74%1.58%1.98%
Expected volatility30.0%30.0%30.0%
Risk free interest rate4.0%3.6%1.6%
Expected option life4.8 years4.7 years4.5 years
Weighted average fair value of options$92.36$79.66$50.61

The dividend yield reflects expected future dividends. The Company intends to continue to pay dividends for the foreseeable future. The expected volatility reflects the past daily stock price volatility of The Cigna Group stock. The Company does not consider volatility implied in the market prices of traded options to be a good indicator of future volatility because remaining traded options will expire within one year. The risk free interest rate is derived using the four-year U.S. Treasury bond yield rate as of the award date for the primary annual grant. Expected option life reflects the Company's historical experience.

The following table shows the status of, and changes in, common stock options:

For the Years Ended December 31,
202420232022
(Options in thousands)OptionsWeighted Average Exercise PriceOptionsWeighted Average Exercise PriceOptionsWeighted Average Exercise Price
Outstanding - January 16,696$202.026,992$186.548,490$169.47
Granted781$336.48915$294.371,375$226.95
Exercised(1,727)$178.82(1,080)$174.66(2,617)$149.97
Expired or canceled(95)$278.78(131)$246.95(256)$211.22
Outstanding - December 315,655$226.386,696$202.026,992$186.54
Options exercisable at year-end3,941$196.014,616$179.284,410$168.97

Compensation expense of $69 million related to unvested stock options at December 31, 2024 will be recognized over the next two years (weighted average period).

The table below summarizes information for stock options exercised:

For the Years Ended December 31,
(In millions)202420232022
Intrinsic value of options exercised$275$126$313
Cash received for options exercised$305$187$389
Tax benefit from options exercised$34$17$47

The following table summarizes information for outstanding common stock options:

December 31, 2024
Options OutstandingOptions Exercisable
Number (in thousands)5,6553,941
Total intrinsic value (in millions)$341$320
Weighted average exercise price$226.38$196.01
Weighted average remaining contractual life5.8 years4.7 years

**C.**Restricted Stock

The Company awards restricted stock (grants and units) to the Company's employees that vest over periods ranging from one year to three years. Recipients of restricted stock awards accumulate dividends during the vesting period, but generally forfeit their awards and accumulated dividends if their employment terminates before the vesting date.

Accounting Policy. Fair value of restricted stock awards is equal to the market price of The Cigna Group common stock on the date of grant. This fair value is reduced by awards that are expected to forfeit. At the grant date, the Company estimates forfeitures based on experience and adjusts the expense to reflect actual forfeitures over the vesting period. This fair value, net of forfeitures, is recognized in Selling, general and administrative expenses over the vesting period on a straight-line basis.

The following table shows the status of, and changes in, restricted stock awards:

For the Years Ended December 31,
202420232022
(Awards in thousands)Grants/UnitsWeighted Average Fair Value at Award DateGrants/UnitsWeighted Average Fair Value at Award DateGrants/UnitsWeighted Average Fair Value at Award Date
Outstanding - January 11,404$257.381,535$219.251,524$202.85
Awarded624$319.39700$294.60876$229.60
Vested(713)$245.35(759)$214.70(714)$197.83
Forfeited(65)$283.62(72)$256.24(151)$215.02
Outstanding - December 311,250$302.421,404$257.381,535$219.25

The fair value of vested restricted stock at the vesting date was as follows:

For the Years Ended December 31,
(In millions)202420232022
Fair value of vested restricted stock$238$220$167

Approximately 8,900 employees held 1.3 million restricted stock awards at the end of 2024 with $203 million of related compensation expense to be recognized over the next two years (weighted average period).

**D.**Strategic Performance Shares ("SPSs")

The Company awards SPSs to executives and certain other key employees generally with a performance period of three years. Half of these shares are subject to a market condition (total shareholder return relative to industry peer companies), and half are subject to a performance condition (cumulative adjusted net income). These targets are set by the Committee at the beginning of the performance period. Holders of these awards receive shares of The Cigna Group common stock at the end of the performance period ranging anywhere from 0% to 200% of the original awards.

Accounting Policy. Compensation expense for SPSs is recorded over the performance period. Fair value is determined at the grant date for "market condition" SPSs using a Monte Carlo simulation model and not subsequently adjusted regardless of the final outcome. Expense is initially accrued for "performance condition" SPSs based on the most likely outcome, but evaluated for adjustment each period for updates in the expected outcome. Expense is adjusted to the actual outcome (number of shares awarded multiplied by the share price at the grant date) at the end of the performance period.

The following table shows the status of, and changes in, SPSs:

For the Years Ended December 31,
202420232022
(Awards in thousands)SharesWeighted Average Fair Value at Award DateSharesWeighted Average Fair Value at Award DateSharesWeighted Average Fair Value at Award Date
Outstanding - January 1686$243.90780$212.68860$197.07
Awarded195$336.81219$293.85294$230.69
Vested(242)$214.93(250)$191.78(261)$183.60
Forfeited(38)$289.35(63)$237.50(113)$207.75
Outstanding - December 31601$282.83686$243.90780$212.68

The weighted average fair value per share of SPSs for expense purposes, including the Monte Carlo factor, at the award date for the years ended December 31, 2024, 2023 and 2022 was $377.23, $329.11 and $258.37, respectively.

The fair value of vested SPSs at the vesting date was as follows:

For the Years Ended December 31,
202420232022
(Shares in thousands; $ in millions)SharesFair ValueSharesFair ValueSharesFair Value
Shares of The Cigna Group common stock distributed upon SPS vesting257$86257$76137$31

Approximately 600 employees held 601,000 SPSs at the end of 2024, and $64 million of related compensation expense is expected to be recognized over the next two years. The amount of expense for "performance condition" SPSs will vary based on actual performance in 2025 and 2026.

**E.**Compensation Cost and Tax Effects of Share-Based Compensation

The Company records tax benefits in Shareholders' net income during the vesting period based on the amount of expense being recognized. The difference between tax benefits based on the expense and the actual tax benefit realized are also recorded in income tax expense when stock options are exercised, or when restricted stock and SPSs vest.

For the Years Ended December 31,
(In millions)202420232022
Total compensation cost for shared-based awards$308$286$264
Tax benefits recognized$94$92$80

Note 18 – Goodwill, Other Intangibles, and Property and Equipment

**A.**Goodwill

Accounting Policy. Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets. The resulting goodwill is assigned to those reporting units expected to realize cash flows from the acquisition, based on those reporting units' relative fair values. The Company's reporting units are aligned with its operating segments as described in Note 1.

The Company conducts its annual quantitative evaluation for goodwill impairment during the third quarter at the reporting unit level and writes it down through Shareholders' net income if impaired. On a quarterly basis, the Company performs a qualitative impairment assessment to determine if events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. The fair value of a reporting unit is generally estimated based on discounted cash flow analysis and market approach models using assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. Following a change in reporting units or held for sale determination, goodwill is allocated using relative fair value. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. A discount rate is selected to correspond with each reporting unit's weighted average cost of capital, consistent with that used for investment decisions considering the specific and detailed operating plans and strategies within each reporting unit. Projections of future cash flows differ by reporting unit and are consistent with our ongoing strategic projections. Future cash flows for Evernorth Health Services reporting units are primarily driven by the forecasted gross margins of the business, as well as operating expenses and long-term growth rates. Future cash flows for our other reporting units are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.

Goodwill Activity. Goodwill activity was as follows:

(In millions)Evernorth Health ServicesCigna HealthcareTotal
Balance at January 1, 2023$35,130$10,681$45,811
Goodwill transferred to assets of businesses held for sale(1)—(1,553)(1,553)
Impact of foreign currency translation and other adjustments—11
Goodwill at December 31, 202335,1309,12944,259
Goodwill acquired114—114
Impact of foreign currency translation and other adjustments190(193)(3)
Goodwill at December 31, 2024$35,434$8,936$44,370

(1) See Note 5 to the Consolidated Financial Statements for further discussion of 2024 and 2023 goodwill impairments.

**B.**Other Intangible Assets

Accounting Policy. The Company's Other intangible assets primarily include purchased customer and producer relationships, trademarks, and provider networks. The fair value of purchased customer relationships and the amortization method were determined as of the dates of purchase using an income approach that relies on projected future net cash flows, including key assumptions for customer attrition and discount rates. The Company's definite-lived intangible assets are amortized on an accelerated or straight-line basis, reflecting their pattern of economic benefits, over periods from 6 to 30 years. Management revises amortization periods if it believes there has been a change in the length of time that an intangible asset will continue to have value. Costs incurred to renew or extend the terms of these intangible assets are generally expensed as incurred.

The Company's amortized intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected future undiscounted cash flows generated by the underlying asset group is less than the carrying amount of the asset group, the Company recognizes an impairment charge equal to the difference between the carrying value of the asset group and its estimated fair value. The Company's indefinite-lived intangible assets are reviewed for impairment at least annually by comparing their fair value with their carrying value. If the carrying value exceeds fair value, that excess is recognized as an impairment loss.

Components of Other Assets, Including Other Intangibles. Other intangible assets were comprised of the following:

(In millions)CostAccumulated AmortizationNet Carrying Value
December 31, 2024
Customer relationships$29,971$9,119$20,852
Trade name - Express Scripts8,4008,400
Other316131185
Other intangible assets (1)38,6879,25029,437
Value of business acquired ("VOBA" reported in Other assets) (2)21114269
Total$38,898$9,392$29,506
December 31, 2023
Customer relationships$29,978$7,645$22,333
Trade name - Express Scripts8,4008,400
Other317110207
Other intangible assets (1)38,6957,75530,940
Value of business acquired (reported in Other assets) (2)21114269
Total$38,906$7,897$31,009

(1) Includes $20 million and $77 million of Other intangible assets classified as assets of businesses held for sale as of December 31, 2024 and December 31, 2023, respectively.

(2) Includes $69 million of VOBA classified as assets of businesses held for sale as of both December 31, 2024 and December 31, 2023.

The Company has indefinite-lived intangible assets totaling $8.5 billion at both December 31, 2024 and December 31, 2023, largely consisting of the Express Scripts trade name.

**C.**Property and Equipment

Accounting Policy. Property and equipment is carried at cost less accumulated depreciation. Cost includes interest, real estate taxes and other costs incurred during construction when applicable. Internal-use software that is acquired, developed or modified solely to meet the Company's internal needs, with no plan to market externally, is also included in this category. Costs directly related to acquiring, developing or modifying internal-use software are capitalized.

The Company calculates depreciation and amortization principally using the straight-line method generally based on the estimated useful life of each asset as follows: buildings and improvements, 10 to 40 years; purchased and internally developed software, 3 to 5 years; and furniture and equipment (including computer equipment), 3 to 10 years. Improvements to leased facilities are depreciated over the lesser of the remaining lease term or the estimated life of the improvement. The Company considers events and circumstances that would indicate the carrying value of property, equipment or capitalized software might not be recoverable. An impairment charge is recorded if the Company determines the carrying value of any of these assets is not recoverable. The Company also reviews and shortens the estimated useful lives of these assets, if necessary.

Components of Property and Equipment. Property and equipment was comprised of the following:

(In millions)CostAccumulated AmortizationNet Carrying Value
December 31, 2024
Internal-use software$11,295$8,167$3,128
Other property and equipment2,1151,287828
Total property and equipment (1)13,4109,4543,956
December 31, 2023
Internal-use software$10,155$7,161$2,994
Other property and equipment2,2821,405877
Total property and equipment (1)12,4378,5663,871

*(1)*Includes $302 million and $176 million of Property and equipment net carrying value classified as assets of businesses held for sale as of December 31, 2024 and December 31, 2023, respectively.

Components of Depreciation and Amortization. Depreciation and amortization expense was comprised of the following:

For the Years Ended December 31,
(In millions)202420232022
Internal-use software$1,021$1,216$1,068
Other property and equipment248260251
Value of business acquired (reported in Other assets)—712
Other intangibles1,5061,5521,606
Total depreciation and amortization$2,775$3,035$2,937

The Company estimates annual pre-tax amortization for intangible assets, including internal-use software, over the next five calendar years to be as follows:

(In millions)Pre-tax Amortization
2025$2,339
2026$2,050
2027$2,015
2028$1,943
2029$1,557

Note 19 – Shareholders' Equity and Dividend Restrictions

State insurance departments and foreign jurisdictions that regulate certain of the Company's subsidiaries prescribe accounting practices (differing in some respects from GAAP) to determine statutory net income and surplus. The Company's life, accident, and health insurance and Health Maintenance Organization ("HMO") subsidiaries are regulated by such statutory requirements. The statutory net income of the Company's life, accident, and health insurance and HMO subsidiaries for the years ended, and their statutory surplus as of, December 31 were as follows:

(In billions)202420232022
Net income$3.9$5.3$5.7
Surplus$16.0$14.9$16.4

The Company's HMO and life, accident and health insurance subsidiaries are also subject to minimum statutory surplus requirements and may be required to maintain investments on deposit with state departments of insurance or other regulatory bodies. Additionally, these subsidiaries may be subject to regulatory restrictions on the amount of annual dividends or other distributions (such as loans or cash advances) that insurance companies may extend to their parent companies without prior approval. These amounts, including restricted GAAP net assets of the Company's subsidiaries, were as follows:

(In billions)December 31, 2024
Minimum statutory surplus required by regulators (1)$5.2
Investments on deposit with regulatory bodies$0.4
Maximum dividend distributions permitted in 2025 without regulatory approval$3.9
Maximum loans to the parent company permitted without regulatory approval$1.4
Restricted GAAP net assets of subsidiaries of The Cigna Group$11.3

(1) Excludes amounts associated with foreign operated equity method joint ventures.

Permitted practices used by the Company's insurance subsidiaries in 2024 that differed from prescribed regulatory accounting had an immaterial impact on statutory surplus.

Undistributed earnings for equity method investments are $1.2 billion as of December 31, 2024.

Note 20 – Income Taxes

Accounting Policy. Deferred income taxes are reflected in the Consolidated Balance Sheets for differences between the financial and income tax reporting bases of the Company's underlying assets and liabilities, and are established based upon enacted tax rates and laws. Deferred income tax assets are recognized when available evidence indicates that realization is more likely than not, and a valuation allowance is established to the extent this standard is not met. The deferred income tax provision generally represents the net change in deferred income tax assets and liabilities during the reporting period excluding adjustments to Accumulated other comprehensive income (loss) or amounts recorded in connection with a business combination. The current income tax provision generally represents estimated amounts due on income tax returns for the year reported to various jurisdictions plus the effect of any uncertain tax positions. The Company uses the deferral method of accounting on investments that generate tax credits. Under this method, the investment tax credits are recognized as a reduction to the related asset, which are generally reported in Other assets in the Consolidated Balance Sheets. The Company recognizes a liability for uncertain tax positions if management believes the probability that the positions will be sustained is 50% or less. For uncertain positions that management believes are more likely than not to be sustained, the Company recognizes a liability based upon management's estimate of the most likely settlement outcome with the taxing authority. The liabilities for uncertain tax positions are classified as current when the position is expected to be settled within 12 months or the statute of limitation expires within 12 months.

Income taxes attributable to the Company's foreign operations are generally provided using the respective foreign jurisdictions' tax rate.

**A.**Income Tax Expense

The components of income taxes were as follows:

For the Years Ended December 31,
(In millions)202420232022
Current taxes
U.S. income taxes$1,167$1,459$1,679
Foreign income taxes248161219
State income taxes171180189
Total current taxes1,5861,8002,087
Deferred taxes (tax benefits)
U.S. income tax benefits(142)(533)(275)
Foreign income taxes (tax benefits)64(1,046)(28)
State income tax benefits(17)(80)(169)
Total deferred tax benefits(95)(1,659)(472)
Total income taxes$1,491$141$1,615

Total income taxes were different from the amount computed using the nominal federal income tax rate for the following reasons:

For the Years Ended December 31,
202420232022
(In millions)$%$%$%
Tax expense at nominal rate$1,10721.0%$1,15821.0%$1,76321.0%
Change in valuation allowance76714.61,29023.4——
State income tax (benefit), net of federal income tax benefit621.2(39)(0.7)160.2
Investment tax credits(111)(2.1)(48)(0.8)(14)(0.2)
Impact of businesses held for sale(129)(2.4)(213)(3.9)——
Effect of foreign earnings(252)(4.9)(173)(3.1)(96)(1.2)
Other foreign tax attributes——(153)(2.8)——
Swiss tax attributes——(1,674)(30.4)——
Impact of sale of businesses————(37)(0.4)
Other470.9(7)(0.1)(17)(0.2)
Total income taxes$1,49128.3%$1412.6%$1,61519.2%

Consolidated pre-tax income from the Company's foreign operations was approximately 62% of the Company's pre-tax income in 2024, 48% in 2023 and 46% in 2022. The increase over 2023 is primarily attributable to a reduction in domestic earnings driven by the current-year impairment of equity securities (discussed below).

Investment Tax Credits. Company investments in renewable energy projects provided $1,057 million, $453 million and $129 million of investment tax credits for the years ended December 31, 2024, 2023 and 2022, respectively. The Company accounted for the tax credits using the deferral method and accordingly reduced the associated carrying value of the related assets by these amounts.

Impairment of Equity Securities*.* In 2024, the Company recorded a deferred tax benefit of $636 million and an equal amount of valuation allowance in connection with the impairment of equity securities. The valuation allowance had the effect of increasing the Company's effective tax rate.

**B.**Deferred Income Taxes

Deferred income tax assets and liabilities were as follows:

(In millions)December 31, 2024December 31, 2023
Deferred tax assets
Foreign tax attributes$1,752$1,827
Deferred loss - sale of business773584
Investments561—
Other insurance and contractholder liabilities300353
Loss carryforwards270200
Other accrued liabilities207244
Employee and retiree benefit plans177217
Unrealized depreciation on investments and foreign currency translation9381
Policy acquisition expenses—39
Other256242
Deferred tax assets before valuation allowance4,3893,787
Valuation allowance for deferred tax assets(2,332)(1,498)
Deferred tax assets, net of valuation allowance2,0572,289
Deferred tax liabilities
Acquisition-related basis differences7,8228,105
Depreciation and amortization243371
Policy acquisition expenses74—
Total deferred tax liabilities8,1398,476
Net deferred income tax liabilities (1)$(6,082)$(6,187)

*(1)*Deferred tax liabilities, net in the Consolidated Balance Sheets as of December 31, 2024, excludes $954 million reported in Other assets and $61 million reported in liabilities of businesses held for sale. Deferred tax liabilities, net in the Consolidated Balance Sheets as of December 31, 2023, excludes $1,055 million reported in Other assets and $69 million reported in liabilities of businesses held for sale.

Management believes that future results will be sufficient to realize the Company's gross deferred tax assets ("DTAs") that remain after valuation allowance. Valuation allowances have been established against certain federal, state and foreign tax attributes. There are multiple expiration dates associated with these tax attributes.

As of December 31, 2024, the Company had approximately $880 million in DTAs associated with the impairment of equity securities and other unrealized investment losses (See Note 11). As discussed above, a valuation allowance of $636 million has been established against the DTAs related to the impairment of equity securities. We have determined that a valuation allowance against the remaining DTAs is not currently required based on the Company's loss carryback capacity and ability and intent to hold certain investment securities until recovery.

Foreign Jurisdiction Tax Attributes. As of both December 31, 2024 and 2023, the Company had DTAs of approximately $1.8 billion associated with foreign tax law changes and agreements in certain tax jurisdictions and a related $772 million valuation allowance against these deferred tax assets based on projections of future earnings and requirements to utilize the assets within certain time periods. It is possible in future periods that the Company may revalue these net deferred tax assets due to modifications in certain assumptions, such as forecasted future earnings.

Sale of Medicare Advantage and Related Businesses. As of December 31, 2024 and 2023, the Company has recorded $773 million and $584 million, respectively, of deferred tax benefits and a valuation allowance of $715 million and $584 million, respectively, in connection with the HCSC transaction. The valuation allowance has been recorded due to the uncertainty relative to the recovery of the deferred tax benefits as the Company does not anticipate having capital gain capacity to offset these capital losses.

**C.**Uncertain Tax Positions

Reconciliations of unrecognized tax benefits were as follows:

For the Years Ended December 31,
(In millions)202420232022
Balance at January 1,$1,399$1,343$1,230
(Decrease) increase due to prior year positions(7)(26)8
Increase due to current year positions165107137
Reduction related to settlements with taxing authorities(22)(13)(4)
Reduction related to lapse of applicable statute of limitations(58)(12)(28)
Balance at December 31,$1,477$1,399$1,343

Substantially all unrecognized tax benefits would increase Shareholders' net income if recognized.

The Company classifies net interest expense on uncertain tax positions as a component of income tax expense and in Other non-current liabilities in the Consolidated Balance Sheets. In addition to the amounts in the table above, the liability for net interest expense on uncertain tax positions was approximately $228 million, $220 million and $176 million as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

**D.**Other Tax Matters

The statutes of limitations for the Company's consolidated federal income tax returns through 2016 have closed. The statute of limitations for the Company's 2020 tax return has also closed. However, The Cigna Group filed amended returns for both the 2015 and 2016 tax years, which are under review by the Internal Revenue Service ("IRS"). Additionally, the IRS is examining the Company's returns for 2017 and 2018. The IRS has examined Express Scripts' tax returns for 2010 through 2018, for which there remains significant disputed matters. In addition, the Company has pending refund claims for various years. The Company has established adequate reserves for these matters.

The Company conducts business in a number of state and foreign jurisdictions and may be engaged in multiple audit proceedings at any given time. Generally, no further state or foreign audit activity is expected for tax years prior to 2013 for Express Scripts entities and 2014 for all other entities of The Cigna Group.

Pillar Two. On December 15, 2022, the European Union ("EU") Member States formally adopted the EU's Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development ("OECD") Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation, and the OECD continues to release additional guidance on these rules. The Company is within the scope of the OECD Pillar Two model rules and continues to evaluate the potential impact on future periods of the Pillar Two Framework.

Note 21 – Contingencies and Other Matters

The Company, through its subsidiaries, is contingently liable for various guarantees provided in the ordinary course of business.

**A.**Financial Guarantees: Retiree and Life Insurance Benefits

The Company guarantees that separate account assets will be sufficient to pay certain life insurance or retiree benefits. For the majority of these benefits, the sponsoring employers are primarily responsible for ensuring that assets are sufficient to pay these benefits and are required to maintain assets that exceed a certain percentage of benefit obligations. If employers fail to do so, the Company or an affiliate of the buyer of the retirement benefits business has the right to redirect the management of the related assets to provide for benefit payments. As of December 31, 2024, employers maintained assets that generally exceeded the benefit obligations under these arrangements of approximately $410 million. An additional liability is established if management believes that the Company will be required to make payments under the guarantees; there were no additional liabilities required for these guarantees, net of reinsurance, as of December 31, 2024. Separate account assets supporting these guarantees are classified in Levels 1 and 2 of the GAAP fair value hierarchy.

The Company does not expect that these financial guarantees will have a material effect on the Company's consolidated results of operations, liquidity or financial condition.

**B.**Certain Other Guarantees

The Company had indemnification obligations as of December 31, 2024 in connection with acquisition and disposition transactions. These indemnification obligations are triggered by the breach of representations or covenants provided by the Company, such as representations for the presentation of financial statements, filing of tax returns, compliance with laws or regulations, or identification of outstanding litigation. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential amount due is subject to contractual limitations based on a stated dollar amount or a percentage of the transaction purchase price, while in other cases limitations are not specified or applicable. The Company does not believe that it is possible to determine the maximum potential amount due under these obligations because not all amounts due under these indemnification obligations are subject to limitation. There were no recorded liabilities for these indemnification obligations as of December 31, 2024.

**C.**Guaranty Fund Assessments

The Company operates in a regulatory environment that may require its participation in assessments under state insurance guaranty association laws. The Company's exposure to assessments for certain obligations of insolvent insurance companies to policyholders and claimants is based on its share of business written in the relevant jurisdictions. There were no material charges or credits resulting from existing or new guaranty fund assessments for the year ended December 31, 2024.

**D.**Legal and Regulatory Matters

The Company is routinely involved in numerous claims, lawsuits, regulatory inquiries and audits, government investigations, including under the federal False Claims Act and state false claims acts initiated by a government investigating body or by a qui tam relator's filing of a complaint under court seal, and other legal matters arising, for the most part, in the ordinary course of managing a global health company. Additionally, the Company has received and is cooperating with subpoenas or similar processes from various governmental agencies requesting information, all arising in the normal course of its business. Disputed tax matters arising from audits by the IRS or other state and foreign jurisdictions, including those resulting in litigation, are accounted for under GAAP guidance for uncertain tax positions, as described in Note 20.

Accounting Policy. The Company accrues for legal and regulatory matters when a loss contingency is both probable and estimable. The estimated loss is generally recorded in Selling, general and administrative expenses and represents the Company's best estimate of the loss contingency. If the loss estimate is a range, the Company accrues the minimum amount in the range if no amount is better than any other estimated amount in the range. Legal costs to defend the Company's litigation and arbitration matters are expensed as incurred in cases that the Company cannot reasonably estimate the ultimate cost to defend. If the Company can reasonably estimate the cost to defend, a liability for these costs is accrued when the claim is reported.

Pending litigation and legal or regulatory matters that the Company has identified with a reasonably possible material loss and certain other material litigation matters are described below. For those matters that the Company has identified with a reasonably possible material loss, the Company provides disclosure in the aggregate of accruals and range of loss, or a statement that such information cannot be estimated. The Company's accrual for the matter discussed below under "Litigation Matters" is not material. Due to numerous uncertain factors presented in this case, it is not possible to estimate an aggregate range of loss (if any) for this matter at this time. In light of the uncertainties involved in this matter, there is no assurance that its ultimate resolution will not exceed the amount currently accrued by the Company. An adverse outcome in this matter could be material to the Company's results of operations, financial condition or liquidity for any particular period. The outcomes of lawsuits are inherently unpredictable and we may be unsuccessful in this ongoing litigation matter or any future claims or litigation.

Litigation Matters

Express Scripts Litigation with Elevance. In March 2016, Elevance Health, Inc. ("Elevance") filed a lawsuit in the United States District Court for the Southern District of New York alleging various breach of contract claims against Express Scripts relating to the parties' rights and obligations under the periodic pricing review section of the pharmacy benefit management agreement between the parties, including allegations that Express Scripts failed to negotiate new pricing concessions in good faith, as well as various alleged service issues. Elevance also requested that the court enter declaratory judgment that Express Scripts is required to provide Elevance competitive benchmark pricing, that Elevance can terminate the agreement, and that Express Scripts is required to provide Elevance with post-termination services at competitive benchmark pricing for one year following any termination by Elevance. Elevance claimed it is entitled to $13 billion in additional pricing concessions over the remaining term of the agreement, as well as $1.8 billion for one year following any contract termination by Elevance and $150 million damages for service issues ("Elevance's Allegations"). On April 19, 2016, in response to Elevance's complaint, Express Scripts filed its answer denying Elevance's Allegations in their entirety and asserting affirmative defenses and counterclaims against Elevance. The court subsequently granted Elevance's motion to dismiss two of six counts of Express Scripts' amended counterclaims. Express Scripts filed its Motion for Summary Judgment on

August 27, 2021. Elevance completed filing of its Response to Express Scripts' Motion for Summary Judgment on October 16, 2021. Express Scripts filed its Reply in Support of its Motion for Summary Judgment on November 19, 2021. On March 31, 2022, the court granted summary judgment in favor of Express Scripts on all of Elevance's pricing claims for damages totaling $14.8 billion and on most of Elevance's claims relating to service issues. Elevance's only remaining service claims relate to the review or processing of prior authorizations, with alleged damages over $100 million. On November 1, 2023, the parties signed a settlement agreement pursuant to which Express Scripts agreed to resolve the service-related claims. The settlement agreement is not an admission of liability or fault by Express Scripts, the Company or its subsidiaries. Following the settlement, Elevance retained the right to appeal the pricing-related claims that were previously dismissed by the court, and Express Scripts retained the ability to reassert its own pricing-related claims in the event any appeal by Elevance is successful. Elevance filed its Notice of Appeal of its pricing-related claims on December 12, 2023. Elevance filed its opening appellate brief on April 24, 2024. Express Scripts filed its answering appellate brief on July 24, 2024. The Second Circuit held oral arguments on Elevance's appeal on October 22, 2024. On October 31, 2024, the Second Circuit released a unanimous opinion summarily affirming the district court's entry of summary judgment in favor of Express Scripts. Elevance filed a petition for rehearing en banc on November 14, 2024; the petition was denied on December 19, 2024.

Note 22 – Segment Information

See Note 1 to the Consolidated Financial Statements for a description of our segments. A description of our basis for reporting segment operating results is outlined below. Intersegment revenues primarily reflect pharmacy and care services transactions between the Evernorth Health Services and Cigna Healthcare segments. The Chairman and Chief Executive Officer is the chief operating decision maker ("CODM") responsible for making decisions about resources to be allocated to the segment and assessing its performance.

The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management, including the CODM, believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability to enable resource allocation decisions. We define pre-tax adjusted income (loss) from operations as income (loss) before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net investment gains/losses, amortization of acquired intangible assets and special items. The Cigna Group's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management, including the CODM, believes are not representative of the underlying results of operations due to their nature or size. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results.

The Company defines adjusted revenues as total revenues excluding the following adjustments: special items and The Cigna Group's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting. Special items are matters that management, including the CODM, believes are not representative of the underlying results of operations due to their nature or size. We exclude these items from this measure because management, including the CODM, believes they are not indicative of past or future underlying performance of the business.

The Company does not report total assets by segment because this is not a metric used by the CODM to allocate resources or evaluate segment performance.

The following table presents the special items charges (benefits) recorded by the Company, as well as the respective financial statement line items impacted:

For the Years Ended December 31,
202420232022
(In millions)Pre-taxAfter-taxPre-taxAfter-taxPre-taxAfter-tax
Integration and transaction-related costs (Selling, general and administrative expenses)$275$211$45$35$135$103
Impairment of dividend receivable (Net investment income)182138————
Deferred tax expenses (benefits), net (Income taxes, less amount attributable to noncontrolling interests)—84—(1,071)——
Net (gain) loss on sale of businesses(24)(2)1,4991,429(1,662)(1,332)
Charge for organizational efficiency plan (Selling, general and administrative expenses)——2521932217
Charges (benefits) associated with litigation matters (Selling, general and administrative expenses)——201171(28)(20)
Total impact from special items$433$431$1,997$757$(1,533)$(1,232)

Summarized segment financial information was as follows:

(In millions)Evernorth Health ServicesCigna HealthcareOther OperationsCorporate and EliminationsTotal
2024
Revenues from external customers$198,177$47,528$440$3$246,148
Intersegment revenues3,7754,97279(8,826)
Net investment income2161830925973
Total revenues201,97353,118828(8,798)247,121
Net investment results from certain equity method investments—(204)——(204)
Special item related to impairment of dividend receivable182———182
Adjusted revenues$202,155$52,914$828$(8,798)$247,099
Pharmacy and other service costs190,968—
Medical costs—37,887
Selling, general and administrative expenses3,77910,805
Other segment items (1)
Interest (expense) and other(2)7
Less income attributable to noncontrolling interests405—
Pre-tax adjusted income (loss) from operations7,0014,229(9)(1,688)9,533
Income (loss) before income taxes$3,929$3,315$(12)$(1,963)$5,269
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(405)———(405)
Net investment losses (2)2,1294013—2,533
Amortization of acquired intangible assets1,66241——1,703
Special items
Integration and transaction-related costs———275275
Impairment of dividend receivable182———182
(Gain) loss on sale of businesses(496)472——(24)
Pre-tax adjusted income (loss) from operations$7,001$4,229$(9)$(1,688)$9,533
Other Segment Information
Depreciation and amortization$2,319$417$9$30$2,775

*(1)*Other segment items represent the difference between segment adjusted revenues less significant segment expenses and pre-tax adjusted income (loss) from operations, and they do not represent significant segment items relative to the CODM's review and oversight.

*(2)*Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.

(In millions)Evernorth Health ServicesCigna HealthcareOther OperationsCorporate and EliminationsTotal
2023
Revenues from external customers$147,588$46,219$291$1$194,099
Intersegment revenues5,6704,332—(10,002)
Net investment income241597305231,166
Total revenues153,49951,148596(9,978)195,265
Net investment results from certain equity method investments—57——57
Adjusted revenues$153,499$51,205$596$(9,978)$195,322
Pharmacy and other service costs143,571—
Medical costs—35,678
Selling, general and administrative expenses3,34011,055
Other segment items (1)
Interest (expense) and other(2)8
Less income attributable to noncontrolling interests1442
Pre-tax adjusted income (loss) from operations6,4424,47896(1,698)9,318
Income (loss) before income taxes$4,768$2,664$76$(1,995)$5,513
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(144)(2)——(146)
Net investment losses (2)—1332—135
Amortization of acquired intangible assets1,77445——1,819
Special items
Integration and transaction-related costs———4545
Loss on sale of businesses—1,48118—1,499
Charge for organizational efficiency plan———252252
Charges associated with litigation matters44157——201
Pre-tax adjusted income (loss) from operations$6,442$4,478$96$(1,698)$9,318
Other Segment Information
Depreciation and amortization$2,438$569$3$25$3,035

*(1)*Other segment items represent the difference between segment adjusted revenues less significant segment expenses and pre-tax adjusted income (loss) from operations, and they do not represent significant segment items relative to the CODM's review and oversight.

*(2)*Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.

(In millions)Evernorth Health ServicesCigna HealthcareOther OperationsCorporate and EliminationsTotal
2022
Revenues from external customers$135,786$41,738$1,839$—$179,363
Intersegment revenues4,4632,535—(6,998)
Net investment income8663842471,155
Total revenues140,33544,9112,263(6,991)180,518
Net investment results from certain equity method investments—126——126
Adjusted revenues$140,335$45,037$2,263$(6,991)$180,644
Pharmacy and other service costs131,284—
Medical costs—31,119
Selling, general and administrative expenses2,8569,827
Other segment items (1)
Interest (expense) and other(2)12
Less income attributable to noncontrolling interests664
Pre-tax adjusted income (loss) from operations6,1274,099509(1,466)9,269
Income (loss) before income taxes$4,421$3,470$2,101$(1,595)$8,397
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(66)(4)(14)—(84)
Net investment losses (2)—53083—613
Amortization of acquired intangible assets1,7721031—1,876
Special items
Integration and transaction-related costs———135135
(Gain) on sale of businesses——(1,662)—(1,662)
Charge for organizational efficiency plan———2222
(Benefits) associated with litigation matters———(28)(28)
Pre-tax adjusted income (loss) from operations$6,127$4,099$509$(1,466)$9,269
Other Financial Information
Depreciation and amortization$2,283$638$6$10$2,937

*(1)*Other segment items represent the difference between segment adjusted revenues less significant segment expenses and pre-tax adjusted income (loss) from operations, and they do not represent significant segment items relative to the CODM's review and oversight.

*(2)*Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.

Revenue from external customers includes Pharmacy revenues, Premiums and Fees and other revenues. The following table presents these revenues by product, premium and service type:

For the Years Ended December 31,
(In millions)202420232022
Products (Pharmacy revenues) (ASC 606)
Network revenues$105,340$67,514$64,946
Home delivery and specialty revenues72,47665,73261,283
Other revenues11,5459,0476,753
Total Evernorth Health Services189,361142,293132,982
Other Operations60——
Corporate and eliminations(4,059)(5,050)(4,416)
Total Pharmacy revenues185,362137,243128,566
Insurance premiums (ASC 944)
Cigna Healthcare
U.S. Healthcare
Employer insured17,57616,49015,199
Medicare Advantage8,6798,7717,896
Stop loss6,7446,1435,461
Individual and Family Plans3,9515,0882,636
Other4,9384,0953,996
U.S. Healthcare41,88840,58735,188
International Health3,6243,2952,906
Total Cigna Healthcare45,51243,88238,094
Divested International businesses——1,596
Other Operations excluding Divested International businesses380281225
Corporate and eliminations104741
Total Premiums45,99644,23739,916
Services (Fees) (ASC 606) and Other revenues (1)
Evernorth Health Services12,59110,9657,267
Cigna Healthcare6,9886,6696,179
Other Operations791018
Corporate and eliminations(4,868)(5,025)(2,583)
Total Fees and other revenues (1)14,79012,61910,881
Total revenues from external customers$246,148$194,099$179,363

*(1)*Other revenues for the years ended December 31, 2024, 2023 and 2022 were $584 million, $210 million and $168 million, respectively.

Major Customers. Revenues from a single pharmacy benefit client were approximately 16% of consolidated revenues for the year ended December 31, 2024. These amounts were reported in the Evernorth Health Services segment.

Additionally, revenues from U.S. Federal Government agencies, under a number of contracts, were approximately 11%, 15% and 14% of consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively. These amounts were reported in the Evernorth Health Services and Cigna Healthcare segments.

U.S. and Foreign Revenues. U.S. and foreign revenues from external customers are shown below. The Company's foreign revenues are generated by its foreign operating entities. In the periods shown, no single foreign country contributed more than 2% of consolidated revenues from external customers.

For the Years Ended December 31,
(In millions)202420232022
United States$241,563$189,840$174,540
Foreign countries (1)4,5854,2594,823
Total revenues from external customers$246,148$194,099$179,363

(1) In 2022, included revenues from the divested International businesses of $1.6 billion.

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