Cigna Group (CI) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A172 rewritten45 added117 removed162 unchanged
All filing items1,662 rewritten564 added583 removed2,171 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 5 new, 6 reworded and 17 unchanged since FY2024. 5 headings from FY2024 no longer appear.
- Sentence by sentence, 564 added, 583 removed, 1,662 rewritten and 2,171 unchanged across 19 items that differ.
New Item 1A headings (5)
- As a large global health company operating in a complex industry, we encounter a variety of risks and uncertainties, which could have a material adverse effect on our business, liquidity, results of operations, financial condition or the trading price of our securities. You should carefully consider each of the risks and uncertainties discussed below, together with other information
- We operate in a highly competitive and evolving business environment, and our failure to compete effectively or differentiate our products and services from those of our competitors could materially adversely affect our results of operations, financial position and cash flows.
- Legal, Regulatory and Public Policy Risks Arising from Our Business
- Extensive health care regulation and enforcement, including fraud, waste and abuse laws, could increase our compliance costs, restrict our operations and expose us to significant liability.
- We face political, legal, operational, regulatory, economic and other risks in connection with our international operations.
Removed Item 1A headings (5)
- We operate in a highly competitive, evolving and rapidly changing industry, and our failure to adapt could negatively impact our business.
- Our failure to compete effectively, to differentiate our products and services from those of our competitors, and to maintain or increase market share, including maintaining or increasing enrollments in businesses providing health benefits, could materially adversely affect our results of operations, financial position and cash flows.
- Our use of artificial intelligence and machine learning present regulatory and legal challenges that could negatively affect our business and our reputation.
- As a global company, we face political, legal, operational, regulatory, economic and other risks that present challenges and could negatively affect our multinational operations or our long-term growth.
- Effective prevention, detection and control systems are critical to maintain regulatory compliance and prevent fraud; failure of these systems could adversely affect us.
Reworded Item 1A headings (6)
- We [added: must predict, price for and manage health care costs appropriately. We] face price competition and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers.
- If significant changes occur within the pharmacy provider marketplace, or if other issues arise with respect to our pharmacy networks, including the loss of or adverse change in our relationship with one or more key pharmacy providers, our business and
[removed: financial]results [added: of operations] could be adversely affected. - Our business is subject to substantial government regulation,
[removed: as well as][added: and] new laws or regulations or changes in existing laws or regulations[removed: that]could have a material adverse effect on our business, results of operations, financial condition and liquidity. - Our business depends on our ability to effectively invest in,
[removed: implement improvements to][added: improve] and properly maintain the uninterrupted operation, availability and data integrity of our information technology and other business systems. - A significant disruption in service within our operations or among our key suppliers or other third parties could materially adversely affect our
[removed: business][added: business, liquidity] and results of operations. - We maintain significant indebtedness in the ordinary course of business and may incur further indebtedness in the future. Our indebtedness could adversely affect our financial
[removed: condition,][added: condition and] our ability to react to[removed: changes in the economy][added: economic] or[removed: our]industry [added: changes,] and could divert our cash flow from operations for debt service costs, leaving us with less cash flow from operations available to fund growth, stock repurchases, dividends and other corporate purposes.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
172 rewritten, 45 added, 117 removed, 162 unchanged
You should carefully consider each of the risks and uncertainties discussed below, together with other [removed: information contained in this Form 10-K, including the MD&A.][added: information*]
[removed: Strategic and Operational] [added: Operational] Risks
The future performance of our business [removed: will depend in large part] [added: depends] on our ability to effectively implement and execute our strategic and operational initiatives.
- develop and create responsible data and analytic solutions to support and improve outcomes for our products, services and solutions, including creating and developing solutions and services through partnerships with other industry [removed: participants;][added: participants.]
- grow and support our product portfolio, expand our addressable markets, [added: develop] and [added: effectively implement products and services to improve the accessibility, affordability and transparency of healthcare, and] identify and introduce the proper mix, coordination or integration of products that the marketplace will accept;
- [removed: leverage purchase volume to] deliver discounts to health benefit providers;
- transition health care providers from [removed: volume-based] [added: volume-based,] fee-for-service arrangements to a value-based system;
- manage our medical, pharmacy, administrative and other operating costs effectively; [removed: and]
- contract with health care providers, pharmacy providers and pharmaceutical manufacturers on market competitive [removed: terms.][added: terms; and]
[removed: If our strategic initiatives fail, our business may be unable to grow as planned and we] [added: We] will be unable to rapidly respond to competitive, economic and regulatory changes if we do not make important strategic and operational decisions quickly; define our appetite for [removed: risk,] [added: risk;] implement new governance, managerial and organizational processes smoothly; and communicate roles and responsibilities clearly.
If [removed: these] [added: our strategic and operational] initiatives fail or are not executed effectively, our [added: business may be unable to grow as planned, and our] consolidated financial position and results of operations could be negatively affected.
[removed: We] [added: We] operate in a highly competitive, evolving and rapidly changing [removed: industry, and our failure to adapt could negatively impact our business.][added: industry.]
Industry shifts [added: have resulted and] could result [removed: (and have resulted)] from, among other things:
- new market entrants, including those not traditionally in the health [removed: service] [added: services] industry;
- changes in the generic/biosimilar drug market or the failure of new generic/biosimilar drugs to come to market; [removed: or][added: and]
[removed: Our] [added: We operate in a highly competitive and evolving business environment, and our] failure to compete [removed: effectively, to] [added: effectively or] differentiate our products and services from those of our [removed: competitors, and to maintain or increase market share, including maintaining or increasing enrollments in businesses providing health benefits,] [added: competitors] could materially adversely affect our results of operations, financial position and cash flows.
We [removed: operate in a highly competitive environment and an industry] [added: are] subject to significant market pressures brought about by customer and client needs, legislative and regulatory developments, and other market factors.
[removed: In particular markets, our] [added: Our] competitors may have greater, better or more established capabilities, resources, market share, reputation or business relationships, or lower profit margin or financial return expectations.
[removed: Our] [added: For example, our] Express Scripts client contracts generally have three-year terms and may be subject to periodic renegotiation of pricing terms based on market factors.
If one or more of our large clients terminates or does not renew a contract for any reason, or if the provisions of a contract with a large client are modified with terms less favorable to us, our results of operations could be adversely [removed: affected] [added: affected,] and we could experience a negative reaction in the investment community.
[removed: To] [added: Additionally, to] succeed in this highly competitive marketplace, [removed: it is imperative that] we [added: must] maintain a strong reputation.
[added: Increasingly, our] customers, clients and investors consider our efforts on a variety of matters that could impact our stakeholders, including our employees and the communities in which we operate.
[removed: We] [added: We] face price competition and other pressures that could compress our margins or result in [removed: premiums that] [added: premiums that] are insufficient to cover the cost of services delivered to our customers.
While we compete on the basis of many service- and quality-related factors, we expect that price will continue to be a significant basis of [removed: competition and we may face pressure to contain premium rates or administrative fees.][added: competition.]
[removed: Any limitation on our ability to maintain or increase our premium or reimbursement levels, or a] [added: A] significant loss of customers or clients resulting from our need to increase or maintain [removed: premium,] [added: premiums,] administrative fees or reimbursement [removed: levels,] [added: levels] could adversely affect our business, cash flows, financial condition and results of operations.
Premiums in the Cigna Healthcare segment are generally set for [added: a] one-year [removed: periods] [added: period] and are priced well in advance of the date on which the contract commences or renews.
Our participation in health insurance exchanges through our IFP offerings [added: in certain states] involves uncertainties associated with mix and volume of business and could adversely affect our results of operations, financial position and cash flows.
Our health care costs are also affected by external events that we cannot forecast or project and over which we have little or no control, including changes in laws and regulations, [removed: as well as pandemics,] costly new treatments, new treatment guidelines, provider billing practices, inflation and changes in customers' health care utilization patterns, [removed: which may, among] [added: pandemics, natural disasters, and] other [removed: things, impact our ability to appropriately document their health conditions.][added: large-scale medical emergencies.]
Our profitability [removed: depends,] [added: depends] in [removed: part,] [added: part] on our ability to accurately predict, price for and effectively manage future health care costs.
Strong competition within the pharmacy benefit business has [removed: also] generated greater demand for lower product and service pricing, increased revenue sharing, and enhanced product and service offerings.
These competitive factors have historically applied pressure on our operating margins and caused many companies, including us, to reduce the prices charged for products and services while sharing with clients a greater portion of the formulary [removed: fees] [added: rebates] and related [removed: rebates] [added: fees] received from pharmaceutical manufacturers.
[removed: Our inability to maintain positive trends, or failure to identify and implement new ways] [added: If we are unable] to [removed: mitigate pricing pressures,] [added: respond effectively, including through the implementation of a rebate-free model for our pharmacy benefit services clients, these trends] could negatively impact our ability to attract or retain clients or sell additional services, which could negatively impact our margins and have a material adverse effect on our business and results of operations.
In addition, legislative reforms and regulatory or executive actions related to rebates, reporting, owned pharmacies and other activities may adversely affect our [added: ability to price our pharmacy products and services appropriately, as well as our] competitive position, cash flows, financial condition and results of operations.
Our estimates of health care costs payable are based on a number of factors, including historical claim [removed: experience, but this estimation process requires extensive judgment.][added: experience.]
Considerable variability is inherent in such estimates, and the accuracy of the estimates is highly sensitive to [added: a number of factors including, among others,] changes in medical claims submission and processing patterns or procedures; changes in customer base and product mix; changes in the utilization of prescription drugs, medical or other covered items or services; changes in medical cost trends; changes in our health management practices; changes in regulations; and the introduction of new benefits and products.
[added: If we are not able to accurately and] promptly anticipate and detect medical cost trends, our ability to take timely corrective actions to limit future costs and reflect our current benefit cost experience in our pricing process may be limited.
If we fail to develop and maintain satisfactory relationships with health care payors, physicians, hospitals and other health service providers and [removed: with] [added: with,] producers and consultants, our business and results of operations may be adversely affected.
We contract with or employ physicians, hospitals and other health service providers and facilities to provide health services to our [removed: customers, as well as health care payors (as a service provider to those payors).][added: customers and patients.]
Our results of operations [removed: are substantially dependent] [added: depend] on our ability to contract for these services at competitive prices.
In any particular market, physicians, hospitals and health service providers may enter into exclusive arrangements with competitors or simply refuse to contract with us, demand higher [removed: payments] [added: payments,] or take other actions that could result in higher medical costs or less desirable products or services for our customers.
*contained in this Form 10-K, including the MD&A.
Risks Related to Our Business as a Health Company
We must predict, price for and manage health care costs appropriately.
In addition to appropriately pricing health care costs, we must accurately manage costs through medical management, product design, negotiation of favorable provider contracts and underwriting criteria.
If we do not accurately price our health care costs, our business, cash flows, financial condition and results of operations could be materially adversely impacted.
- the impact or consequences of legislation, executive actions or regulatory changes including premium rate increases, public debates over drug pricing, government involvement in drug pricing and purchasing, and public debate over current or proposed legislation;
Unless we can demonstrate greater value to our clients through innovative and cost-effective product and service offerings in the rapidly changing health care industry, we may be unable to remain competitive, which could have a material adverse effect on our business, results of operations, financial position and cash flows.
Negative publicity may come as a result of adverse media coverage, litigation against us and other industry participants, the ongoing public debates over the affordability, accessibility and transparency of health care, and social media and other media relations activities.
We maintain relationships with numerous pharmaceutical manufacturers, which provide us with, among other things, discounts for drugs we purchase to be dispensed from our home delivery and specialty pharmacies; discounts, in the form of rebates, for drug utilization; fees for administering rebate programs, including invoicing, allocating and collecting rebates; fees for services provided to pharmaceutical manufacturers by our specialty pharmacies; and access to limited distribution specialty pharmaceuticals by our specialty pharmacies.
Our announced commitment to developing a rebate-free model may alter manufacturer contracting dynamics.
We could also face harm to our relationships with large pharmacy chains depending upon changing competitive conditions.
This estimation process requires extensive judgment.
We also contract with health care payors (as a service provider to those payors).
If providers refuse to
Legal, Regulatory and Public Policy Risks Arising from Our Business
In some cases, such laws, rules, regulations, industry
Additionally, we are, or may become, subject to U.S. state and international laws and regulations, as well as industry standards such as PCI DSS.
In February 2026, we reached a final settlement with the FTC, which resolved all FTC matters and litigation without a monetary penalty, finding of fault or admission of liability.
The settlement requires, among other things, updates to our business practices related to affordability of medications of Express Scripts customers.
Although our Medicare Advantage and Medicare Part D businesses were included in the HCSC
transaction, we may have indemnification obligations in certain circumstances related to regulatory audits that were ongoing at the time that transaction was completed.
Extensive health care regulation and enforcement, including fraud, waste and abuse laws, could increase our compliance costs, restrict our operations and expose us to significant liability.
Our compliance efforts in this area will continue to require significant resources, and failure to comply with such regulation could adversely affect our reputation and also expose us to litigation and other proceedings, fines and penalties.
and attract clients and customers, establish reserves, report financial results accurately and in a timely manner, and maintain regulatory compliance, among other things.
This resulted in limited disruption of certain of our services and necessitated security validations for certain systems before we reconnected with Change Healthcare to resume such services.
We have dedicated significant resources to implement privacy and security technologies, processes and procedures to protect PII and
The techniques used change frequently or are often not recognized until after they have been launched.
Such threats also may see their frequency increased, and effectiveness enhanced, by the use of AI.
As security threats continually evolve, we may be required to devote additional resources to modify or enhance our operational or security systems and networks and our cybersecurity program.
The use of generative AI, a relatively new and emerging technology still in the early stages of commercial use, potentially exposes us to additional risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs.
For example, generative AI has been known to produce false or “hallucinatory” inferences or output.
Certain generative AI uses ML and predictive analytics, which can produce inaccurate, incomplete or misleading content; unintended biases and other discriminatory or unexpected results; or errors and inadequacies, any of which may not be easily detectable by us or any of our related service providers.
Accordingly, while AI systems may help provide more tailored or personalized user experiences, if the content, analyses or recommendations that AI systems assist in producing on our platform are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be materially and adversely affected.
We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions.
Moreover, because these technologies are highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies.
process.
As a global company, our business is increasingly exposed to risks inherent in foreign operations, including challenges arising out from geopolitical conditions, evolving legal and regulatory environment, labor and cultural practices, local civil unrest or political controversy, and foreign currency exchange fluctuations.
Please see "—Legal, Regulatory and Public Policy Risks Arising from our Business" above.
The risks we may face with respect to such strategic transactions include:
- announcements related to an acquisition could have an adverse effect on the market price of our common stock and other securities.
Successfully executing on these initiatives depends on a number of factors, including our ability to:
- differentiate our products, services and solutions from those of our competitors;
- develop and bring to market new and innovative products, solutions or programs that focus on improving patient outcomes and experiences, assist in controlling costs, respond to government regulation or respond to challenges within the health care system;
- attract and retain sufficient numbers of qualified employees, particularly in a competitive job market;
- attract, develop and maintain collaborative relationships with a sufficient number of qualified partners;
- attract new and maintain existing customer and client relationships;
The health service industry continues to be dynamic and rapidly evolving.
- the impact or consequences of legislation, executive actions or regulatory changes;
Our clients are well-informed and organized and can easily move between our competitors and us.
As described in greater detail in the description of our business in Item 1 of this Form 10-K, our key clients in the Evernorth Health Services segment include the DoD, Prime and Centene.
Our success depends, in part, on our ability to compete effectively in our markets, set prices appropriately in highly competitive markets to keep or increase our market share, increase customers, differentiate our business offerings, provide quality and satisfactory levels of service, and retain accounts with favorable medical cost experience or more profitable products.
Increasingly, our
Any of these outcomes could affect our ability to grow and retain our customer base and other profitable arrangements, which could have a material adverse effect on our business, results of operations, financial position and cash flows.
Our revenue on Medicare Advantage plans, IFPs and Medicare Part D plans has been based on rates and bids submitted midyear in the year before the contract year, and in January 2024, the Company entered into the HCSC transaction to sell the Medicare Advantage and Part D plans.
Although we have based the premiums we charge and our Medicare Advantage, IFP and Medicare Part D rates and bids on our estimate of future health care costs over the contract period, actual costs may exceed what we estimate in setting premiums.
If we are not able to accurately and
For Medicare Advantage, out-of-network providers can only receive the same rate that CMS pays for Medicare services.
As a result, the outcome of disputes where we do not have a provider contract may cause us to pay higher medical or other benefit costs than we projected.
We maintain relationships with numerous pharmaceutical manufacturers, which provide us with, among other things:
- discounts for drugs we purchase to be dispensed from our home delivery and specialty pharmacies;
- discounts, in the form of rebates, for drug utilization;
- fees for administering rebate programs, including invoicing, allocating and collecting rebates;
- fees for services provided to pharmaceutical manufacturers by our specialty pharmacies; and
- access to limited distribution specialty pharmaceuticals by our specialty pharmacies.
forums.
The entry of one or more additional large pharmacy chains into the pharmacy benefit management business, the consolidation of existing pharmacy chains, or increased leverage or market share by the largest pharmacy providers could increase the likelihood of negative changes in our relationship with such pharmacies.
effect, we may have to make changes to our business practices to comply with such obligations.
As a global company, we face political, legal, operational, regulatory, economic and other risks that present challenges and could negatively affect our multinational operations or our long-term growth.
As a global company, our business is increasingly exposed to risks inherent in foreign operations.
The global nature of our business and operations may present challenges including, but not limited to, those arising from:
- geopolitical business conditions and demands;
- regulation that may discriminate against U.S. companies, favor nationalization or expropriate assets;
- price controls or other pricing issues and exchange controls, including tariffs;
- restrictions that prevent us from transferring funds out of the countries in which we operate;
- foreign currency exchange rates and fluctuations and restrictions on converting currencies from foreign operations into other currencies;
- uncertainty with respect to the adoption of new tax laws and the interpretation of tax positions, such as the European Union's ("EU’s") recent adoption of the Pillar Two directive;
- reliance on local employees and interpretations of labor laws in foreign jurisdictions;
- the management of our partner relationships in countries outside of the United States;
- the provision of data protection on a global basis and sufficient levels of technical support in different locations;
- the global trend for companies to enact local data residency requirements;
An excerpt. Shown here: 40 of 172 rewritten, 40 of 45 added and 40 of 117 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
234 rewritten, 67 added, 51 removed, 265 unchanged
*Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluating the financial condition of The Cigna Group as of December 31, [removed: 2024] [added: 2025] compared with December 31, [removed: 2023] [added: 2024] and our results of operations for [removed: 2024] [added: 2025] compared with [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and is intended to help you understand the ongoing trends in our business.
For comparisons of our results of operations for [removed: 2023] [added: 2024] compared with [removed: 2022,] [added: 2023,] please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]
We exclude these items from this measure because management believes they are not indicative of past or [removed: future underlying performance of the business.][added: future*]
For further information on our business and strategy, see Part I, Item 1 [added: -] "Business" of this Form 10-K.
| *(Dollars in millions)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | |
| Pharmacy revenues | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 185,362] [added: 216,672] | | | | | $ | [removed: 137,243] [added: 185,362] | | | | | $ | [removed: 128,566] [added: 137,243] | | | | | $ | [removed: 48,119] [added: 31,310] | | | | | [removed: 35] [added: 17] | | | % | | | $ | [removed: 8,677] [added: 48,119] | | | | | [removed: 7] [added: 35] | | | % | | |
| Premiums | | | | | | | | | | | | | | | | | | | | | | | | [removed: 45,996] [added: 40,261] | | | | | | [removed: 44,237] [added: 45,996] | | | | | | [removed: 39,916] [added: 44,237] | | | | | | [removed: 1,759] [added: (5,735)] | | | | | | [removed: 4] [added: (12)] | | | | | | [removed: 4,321] [added: 1,759] | | | | | | [removed: 11] [added: 4] | | | | | |
| Fees and other revenues | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,790] [added: 16,921] | | | | | | [removed: 12,619] [added: 14,790] | | | | | | [removed: 10,881] [added: 12,619] | | | | | | [removed: 2,171] [added: 2,131] | | | | | | [removed: 17] [added: 14] | | | | | | [removed: 1,738] [added: 2,171] | | | | | | [removed: 16] [added: 17] | | | | | |
| Net investment income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 973] [added: 1,046] | | | | | | [removed: 1,166] [added: 973] | | | | | | [removed: 1,155] [added: 1,166] | | | | | | [removed: (193)] [added: 73] | | | | | | [removed: (17)] [added: 8] | | | | | | [removed: 11] [added: (193)] | | | | | | [removed: 1] [added: (17)] | | | | | |
| Total revenues | | | | | | | | | | | | | | | | | | | | | | | | [removed: 247,121] [added: 274,900] | | | | | | [removed: 195,265] [added: 247,121] | | | | | | [removed: 180,518] [added: 195,265] | | | | | | [removed: 51,856] [added: 27,779] | | | | | | [removed: 27] [added: 11] | | | | | | [removed: 14,747] [added: 51,856] | | | | | | [removed: 8] [added: 27] | | | | | |
| Pharmacy and other service costs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 182,509] [added: 214,991] | | | | | | [removed: 133,801] [added: 182,509] | | | | | | [removed: 124,834] [added: 133,801] | | | | | | [removed: 48,708] [added: 32,482] | | | | | | [removed: 36] [added: 18] | | | | | | [removed: 8,967] [added: 48,708] | | | | | | [removed: 7] [added: 36] | | | | | |
| Medical costs and other benefit expenses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 38,648] [added: 34,349] | | | | | | [removed: 36,287] [added: 38,648] | | | | | | [removed: 32,184] [added: 36,287] | | | | | | [removed: 2,361] [added: (4,299)] | | | | | | [removed: 7] [added: (11)] | | | | | | [removed: 4,103] [added: 2,361] | | | | | | [removed: 13] [added: 7] | | | | | |
| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 14,844] [added: 14,617] | | | | | | [removed: 14,822] [added: 14,844] | | | | | | [removed: 13,174] [added: 14,822] | | | | | | [removed: 22] [added: (227)] | | | | | | [removed: —] [added: (2)] | | | | | | [removed: 1,648] [added: 22] | | | | | | [removed: 13] [added: —] | | | | | |
| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,703] [added: 1,743] | | | | | | [removed: 1,819] [added: 1,703] | | | | | | [removed: 1,876] [added: 1,819] | | | | | | [removed: (116)] [added: 40] | | | | | | [removed: (6)] [added: 2] | | | | | | [removed: (57)] [added: (116)] | | | | | | [removed: (3)] [added: (6)] | | | | | |
| Total benefits and expenses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 237,704] [added: 265,700] | | | | | | [removed: 186,729] [added: 237,704] | | | | | | [removed: 172,068] [added: 186,729] | | | | | | [removed: 50,975] [added: 27,996] | | | | | | [removed: 27] [added: 12] | | | | | | [removed: 14,661] [added: 50,975] | | | | | | [removed: 9] [added: 27] | | | | | |
| Income from operations | | | | | | | | | | | | | | | | | | | | | | | | [removed: 9,417] [added: 9,200] | | | | | | [removed: 8,536] [added: 9,417] | | | | | | [removed: 8,450] [added: 8,536] | | | | | | [removed: 881] [added: (217)] | | | | | | [removed: 10] [added: (2)] | | | | | | [removed: 86] [added: 881] | | | | | | [removed: 1] [added: 10] | | | | | |
| Interest expense and other | | | | | | | | | | | | | | | | | | | | | | | | [removed: (1,435)] [added: (1,408)] | | | | | | [removed: (1,446)] [added: (1,435)] | | | | | | [removed: (1,228)] [added: (1,446)] | | | | | | [removed: 11] [added: 27] | | | | | | [removed: (1)] [added: (2)] | | | | | | [removed: (218)] [added: 11] | | | | | | [removed: 18] [added: (1)] | | | | | |
| Net gain (loss) on sale of businesses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 24] [added: 13] | | | | | | [removed: (1,499)] [added: 24] | | | | | | [removed: 1,662] [added: (1,499)] | | | | | | [removed: 1,523] [added: (11)] | | | | | | [removed: N/M] [added: (46)] | | | | | | [removed: (3,161)] [added: 1,523] | | | | | | N/M | | | | | |
| Net investment losses | | | | | | | | | | | | | | | | | | | | | | | | [removed: (2,737)] [added: (24)] | | | | | | [removed: (78)] [added: (2,737)] | | | | | | [removed: (487)] [added: (78)] | | | | | | [removed: (2,659)] [added: 2,713] | | | | | | [removed: N/M] [added: (99)] | | | | | | [removed: 409] [added: (2,659)] | | | | | | [removed: (84)] [added: N/M] | | | | | |
| Income before income taxes | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,269] [added: 7,781] | | | | | | [removed: 5,513] [added: 5,269] | | | | | | [removed: 8,397] [added: 5,513] | | | | | | [removed: (244)] [added: 2,512] | | | | | | [removed: (4)] [added: 48] | | | | | | [removed: (2,884)] [added: (244)] | | | | | | [removed: (34)] [added: (4)] | | | | | |
| Total income taxes | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,491] [added: 1,493] | | | | | | [removed: 141] [added: 1,491] | | | | | | [removed: 1,615] [added: 141] | | | | | | [removed: 1,350] [added: 2] | | | | | | [removed: N/M] [added: —] | | | | | | [removed: (1,474)] [added: 1,350] | | | | | | [removed: (91)] [added: N/M] | | | | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,778] [added: 6,288] | | | | | | [removed: 5,372] [added: 3,778] | | | | | | [removed: 6,782] [added: 5,372] | | | | | | [removed: (1,594)] [added: 2,510] | | | | | | [removed: (30)] [added: 66] | | | | | | [removed: (1,410)] [added: (1,594)] | | | | | | [removed: (21)] [added: (30)] | | | | | |
| Less: Net income attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | [removed: 344] [added: 331] | | | | | | [removed: 208] [added: 344] | | | | | | [removed: 78] [added: 208] | | | | | | [removed: 136] [added: (13)] | | | | | | [removed: 65] [added: (4)] | | | | | | [removed: 130] [added: 136] | | | | | | [removed: 167] [added: 65] | | | | | |
| Shareholders' net income | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 3,434] [added: 5,957] | | | | | $ | [removed: 5,164] [added: 3,434] | | | | | $ | [removed: 6,704] [added: 5,164] | | | | | $ | [removed: (1,730)] [added: 2,523] | | | | | [removed: (34)] [added: 73] | | | % | | | $ | [removed: (1,540)] [added: (1,730)] | | | | | [removed: (23)] [added: (34)] | | | % | | |
| Consolidated effective tax rate | | | | | | | | | | | | | | | | | | | | | | | | [removed: 28.3] [added: 19.2] | | | % | | | [removed: 2.6] [added: 28.3] | | | % | | | [removed: 19.2] [added: 2.6] | | | % | | | | | | | | | [removed: 2,570] [added: (910)] | | | bps | | | | | | | | | [removed: (1,660)] [added: 2,570] | | | bps | | |
| Medical customers (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 19,147] [added: 18,118] | | | | | | [removed: 19,780] [added: 19,147] | | | | | | [removed: 18,004] [added: 19,780] | | | | | | [removed: (633)] [added: (1,029)] | | | | | | [removed: (3)] [added: (5)] | | | % | | | [removed: 1,776] [added: (633)] | | | | | | [removed: 10] [added: (3)] | | | % | | |
| [added: | | |] Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |] For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | [removed: 2024] | | | [added: 2025] | | | | | | [removed: 2023] | | | [added: 2024] | | | | | | [removed: 2022] | | | [added: 2023] | | | | | | | | | [added: | | |]
| [added: | | |] *(In millions)* | | | | | | | | | | | | | | | | | | | | | | | | Pre-tax | | | After-tax | | | | | | Pre-tax | | | After-tax | | | | | | Pre-tax | | | After-tax | | |
| [added: | | |] Shareholders' net income | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 3,434] [added: 5,957] | | | | | | | | $ | [removed: 5,164] [added: 3,434] | | | | | | | | $ | [removed: 6,704] [added: 5,164] | |
| [added: | | |] Adjustments to reconcile to adjusted income from operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [added: | | |] Net investment [added: (gains)] losses (1) | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 2,533] [added: (225)] | | [removed: 2,529] [added: (90)] | | | | | | $ | [removed: 135] [added: 2,533] | | [removed: 114] [added: 2,529] | | | | | | $ | [removed: 613] [added: 135] | | [removed: 496] [added: 114] | | |
| [added: | | |] Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,703] [added: 1,743] | | | [removed: 1,347] [added: 1,325] | | | | | | [removed: 1,819] [added: 1,703] | | | [removed: 1,413] [added: 1,347] | | | | | | [removed: 1,876] [added: 1,819] | | | [removed: 1,345] [added: 1,413] | | |
| [added: | | |] Special items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| [added: | | |] Integration and transaction-related costs | | | | | | | | | | | | | | | | | | | | | | | | [removed: 275] [added: 327] | | | [removed: 211] [added: 247] | | | | | | [removed: 45] [added: 275] | | | [removed: 35] [added: 211] | | | | | | [removed: 135] [added: 45] | | | [removed: 103] [added: 35] | | |
| [added: | | |] Impairment of dividend receivable | | | | | | | | | | | | | | | | | | | | | | | | [removed: 182] [added: —] | | | [removed: 138] [added: —] | | | | | | [removed: —] [added: 182] | | | [removed: —] [added: 138] | | | | | | — | | | — | | |
| [added: | | |] Deferred tax expenses (benefits), net | | | | | | | | | | | | | | | | | | | | | | | | — | | | [removed: 84] [added: 427] | | | | | | — | | | [removed: (1,071)] [added: 84] | | | | | | — | | | [removed: —] [added: (1,071)] | | |
| [added: | | |] Net (gain) loss on sale of businesses | | | | | | | | | | | | | | | | | | | | | | | | [removed: (24)] [added: (13)] | | | [removed: (2)] [added: (404)] | | | | | | [removed: 1,499] [added: (24)] | | | [removed: 1,429] [added: (2)] | | | | | | [removed: (1,662)] [added: 1,499] | | | [removed: (1,332)] [added: 1,429] | | |
| [added: | | |] Charge for organizational efficiency plan | | | | | | | | | | | | | | | | | | | | | | | | — | | | — | | | | | | [removed: 252] [added: —] | | | [removed: 193] [added: —] | | | | | | [removed: 22] [added: 252] | | | [removed: 17] [added: 193] | | |
*underlying performance of the business.
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| | | | Strategic optimization program | | | | | | | | | | | | | | | | | | | | | | | | 749 | | | 565 | | | | | | — | | | — | | | | | | — | | | — | | |
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| | | | Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Adjustments to reconcile to adjusted income from operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Special items | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Strategic optimization program | | | | | | | | | | | | | | | | | | | | | | | | 2.78 | | | 2.10 | | | | | | — | | | — | | | | | | — | | | — | | |
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The final purchase price and total cash proceeds collected in 2025 were $4.9 billion.
Strategic Optimization Program
In the first quarter of 2025, the Company commenced an enterprise-wide initiative to evolve our business and deliver a more efficient and improved experience for our patients, providers and customers.
In 2025, we reported total costs of $749 million, pre-tax ($565 million, after-tax) associated with this initiative.
As we continue to evaluate additional opportunities to improve the overall efficiency and effectiveness of our operations, we anticipate future charges.
We expect this initiative to generate annualized after-tax savings of at least $500 million, a portion of which was realized in 2025.
Adjusted income from operations. See discussion of segment results in the "Segment Reporting" section.
Medical customers decreased 5%, primarily reflecting the closing of the HCSC transaction.
Premiums decreased 12%, primarily driven by the impact of the HCSC transaction (-18%), partially offset by higher premium rates within our ongoing U.S. Healthcare businesses (+4%).
These impacts were offset by lower average assets (23%), due in part to the impact of the HCSC transaction.
Medical costs and other benefit expenses decreased 11%, primarily driven by the impact of the HCSC transaction (-18%), partially offset by higher medical costs within our ongoing U.S. Healthcare businesses (+7%).
Selling, general and administrative ("SG&A") expenses decreased 2%, primarily impacted by the HCSC transaction (-10%), partially offset by supporting business growth (+5%) and the strategic optimization program (+3%).
See Note 16 to the Consolidated Financial Statements for further discussion of the strategic optimization program.
Net gain (loss) on sale of businesses decreased in 2025. The gain recorded in 2025 primarily reflects the HCSC transaction.
See the "Divestiture of Medicare Advantage and Related Businesses" section above and Note 5 to the Consolidated Financial Statements for further discussion of the HCSC transaction.
Evernorth Health Services includes our Pharmacy Benefit Services and 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 healthier lives.
The Company has renewed or extended contracts with the business’s three largest clients through the end of the decade.
Additionally, to further deliver value for the benefit of those we serve and to build a more sustainable model for health care, the Company will incur investment and transition costs to support its recently announced rebate-free model for pharmacy benefits, designed to lower
medication costs, improve transparency and support local pharmacies.
As a result, we expect these efforts to impact pre-tax adjusted income from operations for Evernorth Health Services over the short term.
- The composition of claims generally considers the types of drugs, including the mix of claims among branded and higher priced specialty drugs compared to generic or biosimilar alternatives.
We manage pharmaceutical manufacturer increases in prices through programs designed to reduce drug spend, providing positive impacts on our clients, our customers and us.
Changes to claims mix, including types of drugs, distribution methods, pharmaceutical manufacturer prices, and alternative uses of drugs within our formularies continue to be a significant driver of our revenues and income from operations in the current environment.
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For further analysis and explanation of each segment's results, see the "Segment Reporting" section of this MD&A.
These unfavorable items were partially offset by lower net losses on sale of businesses (+$1,431 million) and higher adjusted income from operations (+$293 million).
See further discussion of these drivers below.
Adjusted income from operations increased 4%, primarily reflecting higher earnings in Evernorth Health Services, partially offset by lower earnings in Cigna Healthcare.
Medical customers decreased 3%, primarily reflecting a decrease in Individual and Family Plans ("IFP") customers.
Premiums increased 4%, primarily reflecting higher premium rates in our U.S. Healthcare operating segment.
Medical costs and other benefit expenses increased 7%, primarily reflecting higher medical costs in our U.S. Healthcare operating segment.
Selling, general and administrative ("SG&A") expenses were flat, primarily reflecting increases in strategic investments to support both business growth and continued advancement of our digital capabilities and solutions (3%), offset by the absence of costs reported in 2023 for an organizational efficiency plan (-2%) and litigation settlements (-1%).
The loss reported in 2023 primarily reflects a goodwill impairment related to 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.
These decreases were partially offset by the favorable net cash flow impacts of new clients in Evernorth Health Services, higher pharmacy and service costs payable, and lower income tax payments.
Investing Activities. The decrease in cash used in investing activities during the year ended December 31, 2024 was primarily due to lower purchases of equity securities.
Commercial Paper Program. The commercial paper program had approximately $0.9 billion outstanding at December 31, 2024.
remaining capacity under our commercial paper program and $7.6 billion in cash and short-term investments, approximately $0.8 billion of which was held by the parent company or certain nonregulated subsidiaries.
In December 2024, the Board of Directors approved an increase of $6.0 billion in incremental share repurchase authorization, bringing the company's total share repurchase authority to $10.3 billion as of December 31, 2024.
From January 1, 2025 through February 26, 2025, we repurchased 3.0 million shares for approximately $901 million.
Share repurchase authority was $9.4 billion as of February 26, 2025.
term growth rates.
The following section of this MD&A discusses the results of each of our segments.
In segment discussions, we present "adjusted revenues" and "pre-tax adjusted income (loss) from operations," defined 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 Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability.
The Cigna Group 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 chief operating decision maker, believes are not representative of the underlying results of operations due to their nature or size.
See the "Executive Overview" section of this MD&A for summarized financial results of each of our segments.
Evernorth Health Services includes a broad range of coordinated and point solution health services and capabilities, as well as those from partners across the health care system, within our Pharmacy Benefit Services and Specialty and Care Services operating segments.
Certain of the key factors impact both operating segments as services are offered through an integrated client contract.
- The mix of claims generally considers the type of drug and distribution method used for dispensing and fulfilling.
In addition to the types of drugs, the mix of generic or biosimilar claims also impacts our results.
Generally, a higher mix of generic and biosimilar drugs reduces revenues and increases income from operations, as generic and biosimilar drugs are typically priced lower than the branded drugs they replace, providing positive impacts or our clients, our customers and us.
- Pharmaceutical manufacturer inflation also impacts our pricing because most of our contracts provide that we bill clients and pay pharmacies based on a generally recognized price index for pharmaceuticals.
Therefore, the rate of inflation for prescription drugs and our efforts to manage this inflation for our clients continue to be significant drivers of our revenues and cost of revenues in the current environment.
This generally includes both organic customer growth through the expansion of existing business and new business, as well as higher volume in our specialty distribution services where we deliver pharmaceuticals and medical supplies directly to health care providers, clinics and hospitals, primarily to physicians who regularly order costly specialty pharmaceuticals.
This business provides competitive pricing on pharmaceuticals and medical supplies and leverages our distribution platform to improve our results.
- Client growth, both organic and new business, in our Care Services business generally results in increased revenues and income from operations.
These increases were partially offset by strategic investments to support business growth and continued advancement of our capabilities and solutions (-3% in Specialty and Care Services and -2% in Pharmacy Benefit Services).
- Prior to the divestiture of our Medicare Advantage and related businesses to HCSC, the percentage of Medicare Advantage customers in bonus-eligible plans impacts the amount of quality bonus payments we receive.
Pre-tax adjusted income from operations decreased 6%, or $249 million, primarily due to higher medical costs (-$2,209 million), partially offset by higher adjusted revenues (+$1,709 million) and lower SG&A expenses (+$250 million), primarily reflecting ongoing efficiencies.
An excerpt. Shown here: 40 of 234 rewritten, 40 of 67 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 1. BUSINESS
148 rewritten, 85 added, 108 removed, 284 unchanged
The Cigna [removed: GroupSM,] [added: Group®,] together with its subsidiaries (either individually or collectively referred to as the "Company," "we," "us" or "our"), is a global health company.
| | | | Our [removed: Purpose and] [added: Focused] Mission | | | | | |
| | | | The Cigna Group is a global health company committed to creating a better future for every individual and every community. [removed: We relentlessly challenge ourselves to partner and innovate solutions for better health.] Powered by our [added: dedicated] people and [removed: our] [added: valued] brands, we advance our mission to [removed: improve] [added: improve] the health and vitality of those we [removed: serve.] [added: serve by staying grounded in the needs of our customers and patients - delivering a personalized, transparent and affordable health care experience. We focus on leading the way to partner and innovate solutions for better health.] | | | | | |
[removed: Our] [added: At The Cigna Group our] global workforce of approximately [removed: 73,500] [added: 67,700] colleagues strives to fulfill our mission to improve the health and vitality of [removed: approximately 182] [added: more than 185] million customer [removed: and patient] relationships in more than 30 [removed: countries] [added: markets] and jurisdictions (as of December 31, [removed: 2024).][added: 2025).]
We have two [removed: growth platforms:] [added: segments:] Evernorth Health Services® and Cigna Healthcare®.
[added: The] Evernorth Health [removed: Services,] [added: Services segment,] through our Pharmacy Benefit Services and Specialty and Care Services operating segments, provides independent and coordinated health solutions and capabilities to enable the health care system to work better and help people live [removed: richer,] healthier lives.
Cigna [removed: Healthcare is] [added: Healthcare,] the health benefits segment of The Cigna [removed: Group] [added: Group, provides comprehensive medical] and [removed: serves] [added: coordinated solutions to] customers and clients [removed: for] [added: served by] our U.S. Healthcare and International Health operating segments.
We present the financial results of our businesses in the following segments (see [added: the] "Executive Overview" section of Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") located in Part II, Item 7 of this Form 10-K for a financial summary):
Evernorth Health Services includes our Pharmacy Benefit Services and 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 [removed: richer,] healthier lives.
Cigna Healthcare includes [removed: the] [added: our] U.S. Healthcare and International Health operating segments, which provide comprehensive medical [removed: plan services] and coordinated solutions to clients and customers.
See the "Executive Overview - Key Transactions and Business Developments" section of our [removed: MD&A] [added: Management's Discussion and Analysis of Financial Condition and Results of Operations] located in Part II, Item 7 of this Form 10-K for discussion of key developments impacting the segments.
The financial information included in this Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] is presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") unless otherwise indicated.
Industry rankings and percentages set forth herein are for the year ended December 31, [removed: 2024,] [added: 2025,] unless otherwise indicated.
Evernorth Health Services includes our Pharmacy Benefit Services and 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 [removed: richer,] healthier lives.
Evernorth Health Services offers a full suite of products and services that both (a) enables our [removed: customers] [added: clients] to combine our products and services to create a comprehensive benefit offering designed to manage prescription drugs and provide independent and coordinated health solutions and capabilities and (b) addresses the needs of a shared customer base across both operating segments of Evernorth Health Services.
Our ability to deliver this broad array of health care services on [removed: both] [added: either] a standalone or combined basis between its two operating segments enables us to drive incremental growth.
Additionally, many Evernorth Health Services offerings are available within Cigna Healthcare [removed: solutions to drive cross-enterprise leverage.][added: solutions.]
▪Formularies are lists of drugs with designations that may be used to determine [added: one component of] drug coverage and customer out-of-pocket costs as well as communicate plan preferences in competitive [added: therapeutic] drug categories.
▪We administer specific formularies for our clients, including standard formularies developed by Express [removed: Scripts by Evernorth®] [added: Scripts® Pharmacy Benefit Services] ("Express Scripts") and custom formularies in which we play a more limited role.
[removed: With respect to] [added: ▪We manage] our clients' rebate arrangements, [added: with] most [removed: choose] [added: choosing] to receive the greater of a minimum rebate guarantee or a contractually agreed-upon percentage of rebates.
In [removed: 2024,] [added: 2025,] for clients covered under our pharmacy benefit contracts, Express Scripts shared over 95% of the drug formulary management rebates it received with its integrated clients, and more than two-thirds of clients received 100% of rebates.
These programs include SafeGuardRx®, Express Scripts [removed: Copay AssuranceSM, Express Scripts] Patient [removed: Assurance®] [added: Assurance®, Evernorth EncircleRxSM] and Evernorth [removed: EncircleRxSM.][added: EnReachRxSM.]
*•Home Delivery Pharmacy.* Our Express [removed: Scripts] [added: Scripts®] Pharmacy [removed: by Evernorth® ("Express Scripts Pharmacy")] offers free standard shipping of medications nationwide, usually in a 90-day supply, directly to the customer's home and allows for automatic refills on eligible medications and unrestricted telephone access to customer care advocates and specially trained pharmacists.
[removed: Our] [added: Express Scripts Pharmacy operations consist of 11 licensed pharmacies, inclusive of four] fulfillment pharmacies [removed: are] located in Arizona, Indiana, Missouri and New Jersey.
The front-end of our pharmacy, anchored by [removed: Accredo by Evernorth®] [added: Accredo® Specialty Pharmacy] ("Accredo"), is organized into Therapeutic Resource Centers, where pharmacists focus their practice of pharmacy by condition.
- [removed: *Specialty Distribution.*] [added: *Health System Services.* Health System Services includes] CuraScript SD by [removed: Evernorth®] [added: Evernorth®, which] is a specialty distributor of pharmaceuticals and medical supplies (including injectable and infusible pharmaceuticals and medications to treat specialty and rare or orphan diseases) directly to health care providers, [added: including] clinics and hospitals in the United States for office or clinic administration.
This business operates [removed: three] [added: four] distribution centers and ships most products overnight within the United States.
It is a contracted supplier with most major group purchasing organizations and leverages its distribution platform to operate as a third-party logistics provider for [removed: several] [added: certain] pharmaceutical companies.
- *Care Services.* We offer clinical programs to help our clients, including third-party administrators, drive better whole-person health outcomes through our Care Delivery (MD Live by Evernorth® ("MD Live") virtual [removed: care, in-home care and physical primary] care) and Care Management (EviCore by Evernorth® [removed: ("EviCore"),] [added: ("EviCore")] benefits management, behavioral health services, network services and health coaching capabilities) offerings.
- Express Scripts and Centene Corporation ("Centene") have a [removed: multi-year] [added: multiyear] agreement, which began January 1, 2024, to manage pharmacy benefit services for Centene's customers, providing them with access to the extensive Express Scripts national network of retail pharmacies.
- Express Scripts and Prime Therapeutics LLC ("Prime") have [removed: an agreement] [added: agreements] to deliver improved choice and affordability for Prime's clients and customers by enhancing retail pharmacy networks, providing access to Accredo and Express Scripts Pharmacy, and providing pharmaceutical manufacturer value.
- The Department of [removed: Defense ("DoD")] [added: War (previously the Department of Defense)] TRICARE® is the military health care program available to active-duty service members, active-duty family members, National Guard and Reserve members and their family members, retirees and retiree family members, survivors and certain former spouses.
[removed: prescription drugs] [added: The primary competitive factors in the industry include the ability to negotiate] with [added: retail pharmacies to ensure retail pharmacy networks meet the needs of clients and customers; provide home delivery and specialty pharmacy services; negotiate with] drug [removed: manufacturers;] [added: manufacturers to lower the cost of prescription drugs;] manage cost and quality of specialty drugs; specialize in claim adjudication and benefit administration; improve access, outcomes, and efficiencies within the health care ecosystem; deliver quality primary and behavioral care in virtual-led hybrid [removed: settings, in the workplace] [added: settings] and in [removed: home-based settings;] [added: the workplace;] navigate the complexities of government-reimbursed business including Medicare, Medicaid and the public exchanges; and use the information obtained about drug, behavioral and medical utilization patterns and consumer behavior to reduce costs for clients and customers and assess the level of service provided.
Our primary competitors include independent and managed care pharmacy benefit managers; retail, home delivery and specialty pharmacies; specialty drug distributors; health plans; third-party benefit administrators; group purchasing organizations; clinical solutions [removed: companies,] [added: companies;] health care data analytics companies; and care services providers.
Cigna Healthcare includes [removed: the] [added: our] U.S. Healthcare and International Health operating segments, which provide comprehensive medical [removed: plan services] and coordinated solutions to clients and customers.
| | | | •Multifaceted approach to affordability with a focus on high-quality care to lower costs and drive better outcomes through deep collaborative partnerships with high-performing providers and superior clinical expertise and analytics to guide customers to the highest quality, most affordable sites of [removed: care.] [added: care and reduce health care waste.] | | | | | |
| | | | •Partnering with [removed: Evernorth to drive cross-enterprise leverage] [added: Evernorth] to deliver a spectrum of integrated solutions that create value and savings for our customers, clients and [added: provider] partners. | | | | | |
We offer administrative services only ("ASO") and insurance funding [removed: solutions] [added: options] to employers, groups and individuals along with other health care benefits and solutions to improve the quality of care, lower costs and help customers achieve better health outcomes.
Funding [removed: solutions,] [added: options,] referring to the entity assuming financial risk, are described in the Premiums and Fees section below.
- *Employer Medical Plans* [removed: include health maintenance organizations ("HMOs"), LocalPlus®, Network and Open Access Plus] [added: are] offered [removed: through] [added: by] our insurance companies, [added: health maintenance organizations ("HMOs")] and third-party administrators [removed: ("TPAs").][added: ("TPAs"), and include Open Access Plus, LocalPlus® and HMO options.]
We play an important role in the health care system, and the breadth and depth of our customer relationships - as well as our approximately 1.7 million relationships with health care providers, clinics and facilities - give us opportunities to drive positive change.
Together, Evernorth Health Services and Cigna Healthcare combine pharmacy and medical capabilities to create solutions that improve affordability, transparency and health outcomes.
This combination helps us anticipate needs, accelerate innovation and deliver personalized experiences for customers and patients at scale.
Commitments to Better
Through our Commitments to Better, we embarked on a new, multiyear chapter to accelerate our ongoing evolution and industry leadership.
We know we play an important role in a health care system that needs changing for the better, and we are determined to lead that change for the health and vitality of those we serve.
We have many roles in the health care system to deliver better outcomes to our customers, including helping to make healthcare more affordable, administering health care claims and working to reduce health care waste.
The Cigna Group has established five key areas of focus, and several initial specific actions, to improve the health of its customers and increase the value it provides:
- Easier access to care: address challenges customers face by making processes simpler, easier and faster.
- Better support: provide customers with more support and resources to navigate the health care system.
- Better value: drive better value for customers and patients.
- Accountability: stand behind our commitments to our customers and patients.
- Transparency: provide information on how we are continuously improving to serve our customers better.
| | | | •Commitment to improving the health care experience for patients and physicians through easier access to care, better support, better value, accountability and transparency. | | | | | |
◦*Transparent Rebate-free Model.* Evernorth Health Services has announced a transformative new pharmacy benefits model to make discounts negotiated with drug companies available upfront to customers buying their medications, lowering their costs at the counter.
Cigna Healthcare will adopt this new model for its fully insured customers beginning in 2027.
It will become the standard model available for Evernorth Health Services pharmacy benefit clients beginning in 2028.
Our Evernorth EnGuideSM Pharmacy ("EnGuide Pharmacy") was established in 2025 to focus on the growing population of customers that are prescribed GLP-1 medications requiring clinical support.
EnGuide Pharmacy operations consist of two licensed pharmacies, inclusive of one fulfillment pharmacy located in Ohio.
U.S. Healthcare provides medical plans and other benefits and solutions for insured and self-insured clients as well as for individual and family plan customers.
International Health provides health care solutions in our international markets, as well as health solutions for globally mobile individuals and employees of multinational organizations.
| | | | •Commitment to improving the health care experience for patients and physicians through easier access to care, better support, better value, accountability and transparency. | | | | | |
Sold Businesses
On March 19, 2025, the Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies® businesses to Health Care Service Corporation ("HCSC," and such transaction, the "HCSC transaction").
Prior to the disposal date, U.S. Healthcare's results include these businesses.
Through our clinical programs and partnership with EviCore, we guide care to the most appropriate settings, reducing unnecessary costs while preserving quality and service, and offer virtual care options, including MD Live, to improve convenience and access.
For more information
Our Commitments to Better. The Cigna Group is on a multiyear journey toward making the health care experience better for those we serve.
We are taking action on our five commitments, which are outlined above.
The Cigna Group is driving meaningful improvements for all customers through strong governance and collaboration across the organization.
These partnerships guide our efforts to enhance health outcomes for the millions we serve while ensuring transparency and accountability every step of the way.
Innovation. At the core of the Company's strategic priorities lies a culture of innovation and enablement - one that empowers a customer-centric, digital-first, virtual-led vision for health care.
The Cigna Group is committed to innovative, transformative changes by reimagining our operating models, products and interactions to create new sources of value.
EMG is governed by the EMG Board, consisting of senior
Data and Analytics. Data and analytics power the Company's strategy, fueling informed decisions, deeper insights and accelerated growth.
We are creating technology that drives AI processes and enables predictive, personalized and adaptive business outcomes.
We are positioning our lines of business for today's market pressures while ensuring we are building a sustainable advantage through data, insights and digital innovation.
We drive efficiencies, improve sentiment and create market differentiation, while accelerating our path toward personalized, AI-driven solutions for customers, clients and providers.
Technology Operations. Our technology team consistently maintains a high degree of availability and reliability to our various information systems critical to client and customer care operations, providers, and overall customer experience.
At year-end 2025, our global workforce was approximately 69% women and 31% men, and about 40% of our U.S. employees identified as ethnic minorities.
| | | | Our Pathways to Growth | | | | | |
| | | | To deliver differentiated value to our customers, patients, clients, communities and investors, we will continue to cultivate our portfolio of businesses to provide sustained foundational and accelerated growth through cross-enterprise leverage - today and in the future. | | | | | |
| | | | Our Differentiated Approach | | | | | |
| | | | •Clinical expertise and longitudinal data provide enhanced care and value. | | | | | |
| | | | •Relentless focus on value and affordability improves the cost of care for our clients and customers. | | | | | |
| | | | •Culture of innovation and partnership brings new services and capabilities to market. | | | | | |
At The Cigna Group, we relentlessly challenge ourselves to partner and innovate solutions for better health.
In addition to serving a wide variety of clients, Evernorth Health Services also enables us to deepen existing relationships across our entire book of business.
Together, Evernorth Health Services and Cigna Healthcare provide a strong and diverse foundation that allows us to capitalize on growth opportunities by leading with our strengths – pharmacy and medical solutions – and then expanding those relationships by addressing additional client needs and innovating and delivering new services and solutions.
When considering our broad portfolio of businesses, we have strong foundational businesses that we expect to continue to grow.
These businesses often serve as the key entry point for clients with either a pharmacy relationship, a medical relationship or both.
We also have accelerated growth businesses, both scaled and emerging, which build upon our foundational relationships or provide exposure to adjacent high-growth areas.
Evernorth Health Services and Cigna Healthcare work together to enable cross-enterprise leverage by uniquely using the depth and breadth of our wide-ranging capabilities across the enterprise to efficiently move from ideation to solution creation to meet clients' evolving needs while creating more value, expanding our reach and driving growth.
Within Evernorth Health Services, Pharmacy Benefit Services is a foundational growth business, and Specialty and Care Services is an accelerated growth business.
▪One of the ways we manage our drug formulary is through negotiating to secure additional affordability for the benefit of our clients based on the utilization of certain prescription drugs and supplies which can be paid to us in the form of a rebate.
The Home Delivery Pharmacy operations consist of 13 licensed pharmacies, including 4 fulfillment pharmacies.
The primary competitive factors in the industry include the ability to negotiate with retail pharmacies to ensure retail pharmacy networks meet the needs of clients and customers; provide home delivery and specialty pharmacy services; negotiate pricing of
Excluding the businesses pending divestiture to Health Care Service Corporation ("HCSC"), Cigna Healthcare is predominately comprised of foundational growth businesses.
Held for Sale
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 within the U.S. Healthcare operating segment to HCSC subject to applicable regulatory approvals and other customary closing conditions, including adjustments to align with the final balance sheet of the divested businesses (the "HCSC transaction").
- *Medicare Advantage Plans* allow Medicare-eligible customers to receive health care benefits, including prescription drugs, through a managed care health plan.
Our plans include HMO and PPO plans with a GC funding solution marketed to individuals and qualified employer groups in 29 states and the District of Columbia.
- *Medicare Individual Stand-Alone Prescription Drug ("Part D") Plans* provide a number of prescription drug plan options, as well as service and information support to Medicare-eligible individuals.
Our stand-alone plans offer the coverage of Medicare combined with the flexibility to select a product that provides enhanced benefits and a formulary that aligns with the individual's needs.
Plans are offered nationwide with a GC funding solution.
- *Medicare Supplement Plans* provide Medicare-eligible customers with federally standardized Medigap plans.
Customers may select among the various Center for Medicare and Medicaid Services ("CMS") standardized plan designs to meet their unique needs and may visit any health care provider or facility that accepts Medicare throughout the United States without the need for a referral.
Plans are offered in 48 states and the District of Columbia with a GC funding solution.
*Medicare Advantage* (held for sale).
We receive fixed monthly payments from CMS for each plan customer based on customer demographic data and actual customer health risk factors and may earn additional revenue from CMS related to quality performance measures ("Star Ratings").
Premiums may be charged to customers when the plan premium exceeds the revenue determined by CMS.
Revenues from CMS are significant to the market segment.
We expand access, reduce the cost of care and offer flexibility while supporting the patient/provider relationship by providing access to virtual care services, including MD Live.
Other Operations also included the international life, accident and supplemental benefits businesses and our interest in a joint venture in Türkiye prior to the divestiture of these businesses in 2022.
universal life and mortality charges on variable universal life may be adjusted prospectively to reflect expected interest and mortality experience.
The Cigna Group Ventures. In addition to the core insurance and operating investment portfolios described above, The Cigna Group has committed $700 million in aggregate since the formation of The Cigna Group Ventures, our strategic corporate venture fund that invests in promising startups and growth-stage companies making groundbreaking progress in three strategic areas: data and technology, digital health, and care delivery.
Through these partnerships, we collaborate, innovate and develop new solutions to improve the health and vitality of those we serve.
Innovation. Customer-centric, digital-first, virtual-led vision for health care remains at the forefront of our priorities.
At its core, digital is a connected ecosystem that serves customers, clients and providers, and it paves the way to direct-to-consumer relationships and new growth opportunities.
See Part I.
An excerpt. Shown here: 40 of 148 rewritten, 40 of 85 added and 40 of 108 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
The information contained under "Legal and Regulatory Matters" in Note [removed: 21] [added: 22] to the Consolidated Financial Statements of this Form 10-K is incorporated herein by reference.
Cover and table of contents
29 rewritten, 8 added, 8 removed, 66 unchanged
[removed: ][added: ]
| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | | | | | |
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June [removed: 28, 2024] [added: 30, 2025] was approximately [removed: $92.1] [added: $88.0] billion.
As of January [removed: 31, 2025, 273,678,464] [added: 30, 2026, 263,528,277] shares of the registrant's Common Stock were outstanding.
Part III of this Form 10-K incorporates by reference information from the registrant's definitive proxy statement related to the [removed: 2025 annual meeting] [added: 2026 Annual Meeting] of [removed: shareholders.][added: Shareholders.]
| Item 1A. | | | [Risk [removed: Factors](#i2fa14b4ac72845e18281e0b6998fdecc_1012)] [added: Factors](#i9b3130dfbe7e43a0acddcf893daeddc6_549755820389)] | | | [removed: [19](#i2fa14b4ac72845e18281e0b6998fdecc_1012)] [added: [18](#i9b3130dfbe7e43a0acddcf893daeddc6_549755820389)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2fa14b4ac72845e18281e0b6998fdecc_1015)] [added: Comments](#i9b3130dfbe7e43a0acddcf893daeddc6_1075)] | | | [removed: [33](#i2fa14b4ac72845e18281e0b6998fdecc_1015)] [added: [32](#i9b3130dfbe7e43a0acddcf893daeddc6_1075)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#i2fa14b4ac72845e18281e0b6998fdecc_1018)] [added: [Cybersecurity](#i9b3130dfbe7e43a0acddcf893daeddc6_1078)] | | | [removed: [33](#i2fa14b4ac72845e18281e0b6998fdecc_1018)] [added: [32](#i9b3130dfbe7e43a0acddcf893daeddc6_1078)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i2fa14b4ac72845e18281e0b6998fdecc_1024)] [added: Proceedings](#i9b3130dfbe7e43a0acddcf893daeddc6_1084)] | | | [removed: [35](#i2fa14b4ac72845e18281e0b6998fdecc_1024)] [added: [34](#i9b3130dfbe7e43a0acddcf893daeddc6_1084)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i2fa14b4ac72845e18281e0b6998fdecc_1027)] [added: Disclosures](#i9b3130dfbe7e43a0acddcf893daeddc6_1087)] | | | [removed: [35](#i2fa14b4ac72845e18281e0b6998fdecc_1027)] [added: [34](#i9b3130dfbe7e43a0acddcf893daeddc6_1087)] | | |
| [Information [removed: about our] [added: about](#i9b3130dfbe7e43a0acddcf893daeddc6_1090) [O](#i9b3130dfbe7e43a0acddcf893daeddc6_1090)[ur] Executive [removed: Officers](#i2fa14b4ac72845e18281e0b6998fdecc_1030)] [added: Officers](#i9b3130dfbe7e43a0acddcf893daeddc6_1090)] | | | | | | [removed: [35](#i2fa14b4ac72845e18281e0b6998fdecc_1030)] [added: [34](#i9b3130dfbe7e43a0acddcf893daeddc6_1090)] | | |
| [PART [removed: II](#i2fa14b4ac72845e18281e0b6998fdecc_1033)] [added: I](#i9b3130dfbe7e43a0acddcf893daeddc6_1033)] | | | | | | | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2fa14b4ac72845e18281e0b6998fdecc_1036)] [added: Securities](#i9b3130dfbe7e43a0acddcf893daeddc6_1096)] | | | [removed: [36](#i2fa14b4ac72845e18281e0b6998fdecc_1036)] [added: [34](#i9b3130dfbe7e43a0acddcf893daeddc6_1096)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2fa14b4ac72845e18281e0b6998fdecc_685)] [added: Operations](#i9b3130dfbe7e43a0acddcf893daeddc6_1108)] | | | [removed: [38](#i2fa14b4ac72845e18281e0b6998fdecc_685)] [added: [36](#i9b3130dfbe7e43a0acddcf893daeddc6_1108)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i2fa14b4ac72845e18281e0b6998fdecc_1054)] [added: Risk](#i9b3130dfbe7e43a0acddcf893daeddc6_1111)] | | | [removed: [54](#i2fa14b4ac72845e18281e0b6998fdecc_1054)] [added: [52](#i9b3130dfbe7e43a0acddcf893daeddc6_1111)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2fa14b4ac72845e18281e0b6998fdecc_19)] [added: Data](#i9b3130dfbe7e43a0acddcf893daeddc6_1114)] | | | [removed: [55](#i2fa14b4ac72845e18281e0b6998fdecc_19)] [added: [53](#i9b3130dfbe7e43a0acddcf893daeddc6_1114)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2fa14b4ac72845e18281e0b6998fdecc_1060)] [added: Disclosure](#i9b3130dfbe7e43a0acddcf893daeddc6_1117)] | | | [removed: [111](#i2fa14b4ac72845e18281e0b6998fdecc_1060)] [added: [110](#i9b3130dfbe7e43a0acddcf893daeddc6_1117)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i2fa14b4ac72845e18281e0b6998fdecc_880)] [added: Procedures](#i9b3130dfbe7e43a0acddcf893daeddc6_1120)] | | | [removed: [111](#i2fa14b4ac72845e18281e0b6998fdecc_877)] [added: [110](#i9b3130dfbe7e43a0acddcf893daeddc6_1120)] | | |
| Item 9B. | | | [Other [removed: Information](#i2fa14b4ac72845e18281e0b6998fdecc_1066)] [added: Information](#i9b3130dfbe7e43a0acddcf893daeddc6_1123)] | | | [removed: [111](#i2fa14b4ac72845e18281e0b6998fdecc_1066)] [added: [111](#i9b3130dfbe7e43a0acddcf893daeddc6_1123)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2fa14b4ac72845e18281e0b6998fdecc_1069)] [added: Inspections](#i9b3130dfbe7e43a0acddcf893daeddc6_1126)] | | | [removed: [112](#i2fa14b4ac72845e18281e0b6998fdecc_1069)] [added: [111](#i9b3130dfbe7e43a0acddcf893daeddc6_1126)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2fa14b4ac72845e18281e0b6998fdecc_1075)] [added: Governance](#i9b3130dfbe7e43a0acddcf893daeddc6_1132)] | | | [removed: [112](#i2fa14b4ac72845e18281e0b6998fdecc_1075)] [added: [111](#i9b3130dfbe7e43a0acddcf893daeddc6_1132)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i2fa14b4ac72845e18281e0b6998fdecc_1078)] [added: Compensation](#i9b3130dfbe7e43a0acddcf893daeddc6_1135)] | | | [removed: [112](#i2fa14b4ac72845e18281e0b6998fdecc_1078)] [added: [112](#i9b3130dfbe7e43a0acddcf893daeddc6_1135)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2fa14b4ac72845e18281e0b6998fdecc_1081)] [added: Matters](#i9b3130dfbe7e43a0acddcf893daeddc6_1138)] | | | [removed: [112](#i2fa14b4ac72845e18281e0b6998fdecc_1081)] [added: [112](#i9b3130dfbe7e43a0acddcf893daeddc6_1138)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2fa14b4ac72845e18281e0b6998fdecc_1084)] [added: Independence](#i9b3130dfbe7e43a0acddcf893daeddc6_1141)] | | | [removed: [113](#i2fa14b4ac72845e18281e0b6998fdecc_1084)] [added: [112](#i9b3130dfbe7e43a0acddcf893daeddc6_1141)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i2fa14b4ac72845e18281e0b6998fdecc_1087)] [added: Services](#i9b3130dfbe7e43a0acddcf893daeddc6_1144)] | | | [removed: [113](#i2fa14b4ac72845e18281e0b6998fdecc_1087)] [added: [112](#i9b3130dfbe7e43a0acddcf893daeddc6_1144)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2fa14b4ac72845e18281e0b6998fdecc_1093)] [added: Schedules](#i9b3130dfbe7e43a0acddcf893daeddc6_1150)] | | | [removed: [113](#i2fa14b4ac72845e18281e0b6998fdecc_1093)] [added: [113](#i9b3130dfbe7e43a0acddcf893daeddc6_1150)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i2fa14b4ac72845e18281e0b6998fdecc_1099)] [added: Summary](#i9b3130dfbe7e43a0acddcf893daeddc6_1156)] | | | [removed: [119](#i2fa14b4ac72845e18281e0b6998fdecc_1099)] [added: [119](#i9b3130dfbe7e43a0acddcf893daeddc6_1156)] | | |
| [Index to Financial Statement [removed: Schedules](#i2fa14b4ac72845e18281e0b6998fdecc_1105)] [added: Schedules](#i9b3130dfbe7e43a0acddcf893daeddc6_1162)] | | | | | | [removed: [FS-1](#i2fa14b4ac72845e18281e0b6998fdecc_1105)] [added: [FS-1](#i9b3130dfbe7e43a0acddcf893daeddc6_1162)] | | |
Such risks and uncertainties include, but are not limited to: our ability to [removed: achieve our strategic and operational initiatives; our ability to adapt to changes in an evolving] [added: manage health care costs] and [removed: rapidly changing industry; our ability] [added: respond] to [removed: compete effectively, differentiate our products and services from those of our competitors and maintain or increase market share;] price [removed: competition] [added: competition, inflation] and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers; [added: our ability to compete effectively, differentiate our products and services from those of our competitors and adapt to changes in an evolving and rapidly changing industry; our ability to develop and effectively implement products and services to improve] the [added: accessibility, affordability and transparency of health care; changes in drug pricing or industry pricing benchmarks; our ability to maintain relationships with one or more key pharmaceutical manufacturers or if payments made or discounts provided decline; changes in the pharmacy provider marketplace or pharmacy networks; the] potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain satisfactory relationships with health care payors, physicians, hospitals, other health service providers and with producers and consultants; [removed: our ability to maintain relationships] [added: potential liability in connection] with [removed: one or more key pharmaceutical manufacturers or if payments made or discounts provided decline; changes] [added: managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; uncertainties surrounding participation] in [added: government-sponsored programs and providing services to payors who participate in government-sponsored programs;] the [removed: pharmacy provider marketplace] [added: substantial level of government regulation over our business and the potential effects of new laws] or [removed: pharmacy networks;] [added: regulations or] changes in [removed: drug pricing] [added: existing laws] or [removed: industry pricing benchmarks;] [added: regulations; compliance with applicable privacy, security and data laws, regulations and standards; the outcome of litigation, regulatory audits and investigations; compliance costs and potential failure of] our [added: prevention, detection and control systems; our] ability to invest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of a potential cyberattack or other privacy or data security incident; risks related to our use of artificial intelligence and machine learning; [added: dependence on success of relationships with third parties; risk of significant disruption within our operations or among key suppliers or third parties;] political, legal, operational, regulatory, economic and other risks that could affect our multinational operations, including currency exchange rates; risks related to strategic transactions and realization of the expected benefits of such transactions, as well as integration or separation difficulties or underperformance relative to [removed: expectations,] [added: expectations] which could lead to an impairment charge; [removed: dependence on success of relationships with third parties; risk of significant disruption within] our [removed: operations or among key suppliers or third parties; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics, and other types of medical facilities; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; uncertainties surrounding participation in government-sponsored programs such as Medicare; the outcome of litigation, regulatory audits and investigations; compliance with applicable privacy, security and data laws, regulations, and standards; potential failure of] [added: ability to achieve] our [removed: prevention, detection] [added: strategic] and [removed: control systems;] [added: operational initiatives;] unfavorable economic and market conditions, the risk of a recession or other economic [removed: downturn,] [added: downturn] and resulting impact on employment metrics, stock [removed: market,] [added: market] or changes in interest [removed: rates and] [added: rates;] risks related to a downgrade in financial strength ratings of our insurance subsidiaries; the impact of our significant indebtedness and the potential for further indebtedness in the future; credit risk related to our reinsurers; as well as more specific risks and uncertainties discussed in Part I, Item 1A – Risk Factors and in Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, and as described from time to time in our future reports filed with the Securities and Exchange Commission.
| [Cautionary Statement](#i9b3130dfbe7e43a0acddcf893daeddc6_1030) | | | | | | | | |
| Item 1. | | | [Business](#i9b3130dfbe7e43a0acddcf893daeddc6_1036) | | | [1](#i9b3130dfbe7e43a0acddcf893daeddc6_1036) | | |
| Item 2. | | | [Properties](#i9b3130dfbe7e43a0acddcf893daeddc6_1081) | | | [33](#i9b3130dfbe7e43a0acddcf893daeddc6_1081) | | |
| [PART II](#i9b3130dfbe7e43a0acddcf893daeddc6_1093) | | | | | | | | |
| Item 6. | | | [\[Reserved\]](#i9b3130dfbe7e43a0acddcf893daeddc6_1105) | | | [36](#i9b3130dfbe7e43a0acddcf893daeddc6_1105) | | |
| [PART III](#i9b3130dfbe7e43a0acddcf893daeddc6_1129) | | | | | | | | |
| [PART IV](#i9b3130dfbe7e43a0acddcf893daeddc6_1147) | | | | | | | | |
| [Signatures](#i9b3130dfbe7e43a0acddcf893daeddc6_1159) | | | | | | [120](#i9b3130dfbe7e43a0acddcf893daeddc6_1159) | | |
| [Cautionary Statement](#i2fa14b4ac72845e18281e0b6998fdecc_967) | | | | | | | | |
| [PART I](#i2fa14b4ac72845e18281e0b6998fdecc_970) | | | | | | | | |
| Item 1. | | | [Business](#i2fa14b4ac72845e18281e0b6998fdecc_973) | | | [1](#i2fa14b4ac72845e18281e0b6998fdecc_973) | | |
| Item 2. | | | [Properties](#i2fa14b4ac72845e18281e0b6998fdecc_1021) | | | [35](#i2fa14b4ac72845e18281e0b6998fdecc_1021) | | |
| Item 6. | | | [\[Reserved\]](#i2fa14b4ac72845e18281e0b6998fdecc_1048) | | | [38](#i2fa14b4ac72845e18281e0b6998fdecc_1048) | | |
| [PART III](#i2fa14b4ac72845e18281e0b6998fdecc_1072) | | | | | | | | |
| [PART IV](#i2fa14b4ac72845e18281e0b6998fdecc_1090) | | | | | | | | |
| [Signatures](#i2fa14b4ac72845e18281e0b6998fdecc_1102) | | | | | | [120](#i2fa14b4ac72845e18281e0b6998fdecc_1102) | | |
Item 1C. CYBERSECURITY
18 rewritten, 6 added, 4 removed, 22 unchanged
Our comprehensive cybersecurity program is supported by policies and procedures designed to protect our systems and [removed: operations] [added: operations,] as well as [removed: the] sensitive personal information and [removed: data of our clients and customers] [added: data,] from foreseeable cybersecurity threats.
We undertake a number of critical security processes to mitigate and protect against cybersecurity risks, which include but are not limited to (i) identity and access management; (ii) security awareness and training; (iii) security operations and monitoring; (iv) change [added: management; (v) disaster recovery/business continuity; (vi) intelligence feeds; (vii) physical security; (viii) third-party vendor security reviews; (ix) vulnerability management/patching; and (x) cybersecurity incident reporting.]
To enhance our preparedness and practice our collective cybersecurity response capabilities, we conduct tabletop exercises with leaders, stakeholders, subject matter experts and certain [removed: executives that are developed in partnership with external security experts.][added: executives.]
These events are [added: developed in partnership with external security experts and] designed to exercise and engage some of the most critical areas of cybersecurity incident response and preparedness through an [removed: interactive/evolving,] [added: interactive and evolving] simulated scenario.
These include Health Information Trust Alliance [added: ("HITRUST")] for health care data security, PCI DSS for payment [removed: security] [added: security,] and System Organization Controls 2 [added: ("SOC 2")] for information security and related controls for specific business lines and core processes.
The GIRP is reviewed quarterly at a minimum but may be updated as needed based on lessons learned, changes in key teams or [removed: processes] [added: processes,] or other circumstances as warranted, and the procedures therein are tested annually.
Our information protection department maintains a risk register that is used to manage cybersecurity risks associated with its business activities, technology [removed: assets] [added: assets,] and its interaction with [added: internal and external] business, information technology and security [removed: parties, internal and external.][added: parties.]
Suppliers that [removed: have access to,] [added: access,] host or transmit our data are contractually required to comply with our Security Policies and Standards.
[removed: That said, as discussed] [added: For] more [removed: fully under] [added: information on our cybersecurity-related risks, see] Part I, Item 1A "Risk Factors – [removed: Strategic and] Operational Risks – As a large global health company, we and our vendors are subject to cyberattacks or other privacy or data security incidents.
If we are unable to prevent or contain the effects of any such attacks, or fail to ensure vendors do the same, we may suffer exposure to substantial liability, reputational harm, loss of revenue or other [removed: damages," the sophistication of cybersecurity threats continues to increase, and the preventive actions we take to reduce the risk of cybersecurity incidents and protect our systems and information may become insufficient.][added: damages."]
Our Board [added: of Directors (the "Board")] has ultimate oversight over our privacy and cybersecurity programs and strategy and is responsible for ensuring that we have risk management policies and processes in place to meet and mitigate evolving risks and threats.
Certain members of [removed: the] [added: our] Board have cybersecurity certifications.
[removed: The] [added: Throughout 2025, the] Board [removed: executes] [added: executed] this oversight directly and through both the Audit Committee, for cybersecurity purposes, and the Compliance Committee, for privacy purposes.
In these capacities, these committees [removed: are] [added: were] regularly briefed by the Global Chief Information Security Officer ("GCISO") and Chief Privacy Officer on cybersecurity and privacy matters.
These briefings [removed: are] [added: were] designed to provide visibility about the identification, assessment and management of critical risks, audit findings, and management's risk mitigation strategies.
Additionally, these briefings [removed: include] [added: included] information about current trends in the environment, incident preparedness, [removed: artificial intelligence] [added: AI,] and various components of our cybersecurity and privacy programs.
Our current GCISO joined the Company in October 2023 and works closely with senior management to develop and innovate the cybersecurity [removed: strategy] and risk [removed: management.][added: management strategies.]
Prior to joining the team, our GCISO held senior information security roles at other global [removed: organizations] [added: organizations,] where this individual defined information security [removed: strategies,] [added: strategies;] built global information security [removed: programs,] [added: programs;] implemented cybersecurity capabilities that protect consumers, wholesale partners and [removed: brands,] [added: brands;] and oversaw the security of a global payment network, a corporate network and digital assets.
Cybersecurity is a core element of our enterprise risk management strategy.
Safeguarding business information, intellectual property, and the data of customers, patients, employees and business partners is vital for operational continuity, regulatory compliance and sustaining stakeholder trust.
However, future cybersecurity threats or incidents could materially affect us, including our business strategy, results of operations or financial condition.
Beginning in 2026, oversight of cybersecurity matters has transitioned to the Board's Finance & Technology Committee.
The Finance & Technology Committee now receives similar updates on cybersecurity and information protection programs from the GCISO as described above.
Throughout 2025, the Compliance Committee, now the Audit & Compliance Committee, oversaw privacy risks and related matters, including through regular updates from our Chief Compliance and Risk Officer.
This program is an integral component of our enterprise risk management program.
management; (v) disaster recovery/business continuity; (vi) intelligence feeds; (vii) physical security; (viii) third-party vendor security reviews; (ix) vulnerability management/patching; and (x) cybersecurity incident reporting.
Our information protection policies and standards are informed by NIST 800-53b, moderate-level security control baseline requirements.
Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all attacks of these types, and we may not be able to implement effective preventive measures against such security breaches in a timely manner.
Item 2. PROPERTIES
6 rewritten, 0 added, 0 removed, 3 unchanged
At the end of [removed: 2024,] [added: 2025,] our global real estate portfolio consisted of approximately [removed: 9.2] [added: 8.1] million square feet of owned and leased properties to support the operations of our reporting segments.
Our domestic portfolio had approximately [removed: 7.8] [added: 6.3] million square feet in [removed: 50] [added: 42] states, [removed: the] District of Columbia and the U.S. Virgin Islands.
Our international properties contain approximately [removed: 1.4] [added: 1.8] million square feet located throughout [removed: 22] [added: 23] countries.
Our principal domestic office locations include the Wilde Building, located at 900 Cottage Grove Road in Bloomfield, Connecticut (our corporate headquarters, which we [removed: own),] [added: own);] the Evernorth Health Services leased corporate offices located at and around One Express Way in St. Louis, [removed: Missouri,] [added: Missouri;] and leased office space at Two Liberty [removed: Place] [added: Place,] located at 1601 Chestnut Street in Philadelphia, Pennsylvania.
These principal domestic office locations total approximately [removed: 2] [added: 1.8] million square feet.
The pharmacy operations consist of [removed: 9] [added: 11] home delivery pharmacies, 35 specialty pharmacies and [removed: 4] [added: four] high-volume automated dispensing pharmacies located throughout the United States.
Item 4. MINE SAFETY DISCLOSURES
4 rewritten, 6 added, 7 removed, 5 unchanged
The principal occupations, ages and employment histories of our executive officers (as of February [removed: 27, 2025)] [added: 26, 2026)] are listed below.
CORDANI, [removed: 59,] [added: 60,] Chairman of the Board of The Cigna Group beginning January 2022; Chief Executive Officer beginning December 2009; Director beginning October 2009; President beginning June 2008; and Chief Operating Officer from June 2008 until December 2009.
[added: BRIAN] EVANKO, [removed: 48,] [added: 49, President and Chief Operating Officer of The Cigna Group beginning March 2025;] Executive Vice President and Chief Financial Officer of The Cigna Group and President and Chief Executive Officer of Cigna Healthcare [removed: beginning] [added: from] January [removed: 2024;] [added: 2024 until March 2025;] Executive Vice President and Chief Financial Officer of The Cigna Group from January 2021 [removed: to] [added: until] January 2024; President, Government Business from November 2017 [removed: to] [added: until] January 2021; and President, U.S. Individual Business from August 2013 [removed: to] [added: until] November 2017.
JONES, [removed: 54,] [added: 55,] Executive Vice President, Chief Administrative Officer and General Counsel for The Cigna Group beginning September 2023; Executive Vice President and General Counsel of The Cigna Group from June 2011 [removed: to] [added: until] September 2023; Senior Vice President and General Counsel of Lincoln Financial Group from May 2010 until June 2011; Vice President and Deputy General Counsel of The Cigna Group from April 2008 until May 2010; and Corporate Secretary from September 2006 until April 2010.
ANN M.
DENNISON, 55, Executive Vice President and Chief Financial Officer of The Cigna Group beginning March 2025; Deputy Corporate Financial Officer from January 2024 until March 2025.
Executive Vice President and Chief Financial Officer of Nasdaq, Inc. from March 2021 until December 2023; Senior Vice President, Controller and Chief Accounting Officer from October 2015 until March 2021.
DURGA PRASAD KOKA, 52, Executive Vice President and Global Chief Information Officer, The Cigna Group beginning September 2025; Senior Vice President, Information Technology from October 2021 until September 2025; SVP of Enterprise Solutions and Architecture, Hilton Worldwide from May 2020 until May 2021.
F.
EVERETT NEVILLE, 61, Executive Vice President, Strategy and Business Development beginning January 2021; Senior Vice President, Value Creation and Solutions from August 1998 until December 2020.
DAVID BRAILER, 65, Executive Vice President, Chief Health Officer and Chief Transformation Officer of The Cigna Group beginning January 2025; Executive Vice President and Chief Health Officer of The Cigna Group from September 2022 to January 2025; Founder of Health Evolution Partners in 2007; and Chairman of Health Evolution beginning in 2011.
NOELLE K.
EDER, 55, Executive Vice President and Global Chief Information Officer of The Cigna Group beginning September 2020, with responsibility for the Company's technology and operations function beginning September 2023; Executive Vice President,
Chief Information and Digital Officer at Hilton Worldwide Holdings from March 2018 until August 2020; Executive Vice President, Chief Card Customer Experience Officer at Capital One Financial Corporation from November 2016 until 2018; and Executive Vice President, Customer Experience and Operations at Capital One Financial Corporation from September 2014 until November 2016.
BRIAN C.
ERIC P.
PALMER, 48, Executive Vice President for Enterprise Strategy of The Cigna Group and President and Chief Executive Officer of Evernorth Health Services beginning January 2024; President and Chief Executive Officer of Evernorth Health Services from January 2022 to January 2024; President and Chief Operating Officer from January 2021 until December 2021; Executive Vice President and Chief Financial Officer of The Cigna Group from June 2017 to January 2021; Deputy Chief Financial Officer from February 2017 until June 2017; Senior Vice President, Chief Business Financial Officer from November 2015 to February 2017; and Vice President, Business Financial Officer, Health Care from April 2012 to November 2015.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
12 rewritten, 9 added, 10 removed, 15 unchanged
As of December 31, [removed: 2024,] [added: 2025,] the number of shareholders of record was [removed: 21,974.][added: 20,669.]
In [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] The Cigna Group declared and paid quarterly cash dividends of [removed: $1.40, $1.23] [added: $1.51, $1.40] and [removed: $1.12] [added: $1.23] per share of The Cigna Group common stock, respectively.
On [removed: January 30, 2025,] [added: February 5, 2026,] the Board of Directors declared the first quarter [added: 2026] cash dividend of [removed: $1.51] [added: $1.56] per share of The Cigna Group common stock to be paid on March [removed: 20, 2025] [added: 19, 2026] to shareholders of record on March 5, [removed: 2025.][added: 2026.]
The Cigna Group currently intends to pay regular quarterly dividends, with future declarations subject to approval by its Board of Directors and the Board's determination that [removed: the declaration of dividends remains in the best interests of The Cigna Group and its shareholders.]
The graph below compares the cumulative total shareholder return on our common stock for the five years ended December 31, [removed: 2024] [added: 2025] with the cumulative total return of the Standard & Poor's ("S&P") 500 Index and the S&P 500 Health Care Index.
[removed: ][added: ]
*Assumes that the value of the investment in The Cigna Group common stock and each index was $100 on December 31, [removed: 2019] [added: 2020] and that all dividends were reinvested.
The following table provides information about The Cigna Group share repurchase activity for the quarter ended December 31, [removed: 2024:][added: 2025:]
| Period | | | | | | Total # of shares purchased (1) | | | | | | Average price paid per share [removed: (1)] [added: (1) (3)] | | | | | | Total # of shares purchased as part of publicly announced program (2) | | | | | | Approximate dollar value of shares that may yet be purchased as part of publicly announced program (3) (in millions) | | |
Employees tendered [removed: 625] [added: 1,688] shares in October, [removed: 3,543] [added: 5,423] shares in November and [removed: 596] [added: 3,057] shares in December [removed: 2024.*][added: 2025.*]
The program may be suspended or discontinued at any time and does not have an expiration [removed: date.][added: date.*]
[removed: *(3)Approximate] [added: *(3)The average price paid per share and approximate] dollar value of shares [removed: is as of the last date of the applicable month and excludes] [added: exclude] the impact of excise tax.*
the declaration of dividends remains in the best interests of The Cigna Group and its shareholders.
| | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | 12/31/25 | | |
| The Cigna Group | | | $ | 100 | | $ | 112 | | $ | 165 | | $ | 152 | | $ | 142 | | $ | 145 | |
| S&P 500 | | | $ | 100 | | $ | 129 | | $ | 105 | | $ | 133 | | $ | 166 | | $ | 196 | |
| S&P 500 Health Care Index | | | $ | 100 | | $ | 126 | | $ | 124 | | $ | 126 | | $ | 129 | | $ | 148 | |
| October 1 - 31, 2025 | | | | | | 1,688 | | | | | | $ | 304.63 | | | | | — | | | | | | $ | 7,732 | |
| November 1 - 30, 2025 | | | | | | 3,738,069 | | | | | | $ | 268.25 | | | | | 3,732,646 | | | | | | $ | 6,730 | |
| December 1 - 31, 2025 | | | | | | 3,057 | | | | | | $ | 274.35 | | | | | — | | | | | | $ | 6,730 | |
| Total | | | | | | 3,742,814 | | | | | | $ | 268.27 | | | | | 3,732,646 | | | | | | N/A | | |
| | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |
| The Cigna Group | | | $ | 100 | | $ | 102 | | $ | 114 | | $ | 168 | | $ | 154 | | $ | 145 | |
| S&P 500 | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 158 | | $ | 197 | |
| S&P 500 Health Care Index | | | $ | 100 | | $ | 113 | | $ | 143 | | $ | 140 | | $ | 143 | | $ | 147 | |
| October 1-31, 2024 | | | | | | 2,282,397 | | | | | | $ | 331.72 | | | | | 2,281,772 | | | | | | $ | 5,543 | |
| November 1-30, 2024 | | | | | | 2,604,182 | | | | | | $ | 328.12 | | | | | 2,600,639 | | | | | | $ | 4,698 | |
| December 1-31, 2024 | | | | | | 1,281,606 | | | | | | $ | 321.93 | | | | | 1,281,010 | | | | | | $ | 10,289 | |
| Total | | | | | | 6,168,185 | | | | | | $ | 328.17 | | | | | 6,163,421 | | | | | | N/A | | |
In December 2024, the Board increased repurchasing authority by an additional $6.0 billion.
From January 1, 2025 through February 26, 2025, the Company repurchased 3.0 million shares for approximately $901 million, leaving repurchase authority at $9.4 billion as of February 26, 2025.*
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
894 rewritten, 299 added, 236 removed, 1,055 unchanged
We have audited the accompanying consolidated balance sheets of The Cigna Group and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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, [removed: 2024,] [added: 2025,] 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, [removed: 2024,] [added: 2025,] 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
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, [removed: 2024] [added: 2025] was [removed: $4.6] [added: $4.0] billion.
[removed: February 27, 2025][added: | 2025 | | | | | | | | | | | |]
| *(In millions, except per share amounts)* | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Pharmacy revenues | | | | | | | | | | | | | | | $ | [removed: 185,362] [added: 216,672] | | | | | $ | [removed: 137,243] [added: 185,362] | | | | | $ | [removed: 128,566] [added: 137,243] | |
| Premiums | | | | | | | | | | | | | | | [removed: 45,996] [added: 40,261] | | | | | | [removed: 44,237] [added: 45,996] | | | | | | [removed: 39,916] [added: 44,237] | | |
| Fees and other revenues | | | | | | | | | | | | | | | [removed: 14,790] [added: 16,921] | | | | | | [removed: 12,619] [added: 14,790] | | | | | | [removed: 10,881] [added: 12,619] | | |
| Net investment income | | | | | | | | | | | | | | | [removed: 973] [added: 1,046] | | | | | | [removed: 1,166] [added: 973] | | | | | | [removed: 1,155] [added: 1,166] | | |
| TOTAL REVENUES | | | | | | | | | | | | | | | [removed: 247,121] [added: 274,900] | | | | | | [removed: 195,265] [added: 247,121] | | | | | | [removed: 180,518] [added: 195,265] | | |
| Pharmacy and other service costs | | | | | | | | | | | | | | | [removed: 182,509] [added: 214,991] | | | | | | [removed: 133,801] [added: 182,509] | | | | | | [removed: 124,834] [added: 133,801] | | |
| Medical costs and other benefit expenses | | | | | | | | | | | | | | | [removed: 38,648] [added: 34,349] | | | | | | [removed: 36,287] [added: 38,648] | | | | | | [removed: 32,184] [added: 36,287] | | |
| Selling, general and administrative expenses | | | | | | | | | | | | | | | [removed: 14,844] [added: 14,617] | | | | | | [removed: 14,822] [added: 14,844] | | | | | | [removed: 13,174] [added: 14,822] | | |
| Amortization of acquired intangible assets | | | | | | | | | | | | | | | [removed: 1,703] [added: 1,743] | | | | | | [removed: 1,819] [added: 1,703] | | | | | | [removed: 1,876] [added: 1,819] | | |
| TOTAL BENEFITS AND EXPENSES | | | | | | | | | | | | | | | [removed: 237,704] [added: 265,700] | | | | | | [removed: 186,729] [added: 237,704] | | | | | | [removed: 172,068] [added: 186,729] | | |
| Income from operations | | | | | | | | | | | | | | | [removed: 9,417] [added: 9,200] | | | | | | [removed: 8,536] [added: 9,417] | | | | | | [removed: 8,450] [added: 8,536] | | |
| Interest expense and other | | | | | | | | | | | | | | | [removed: (1,435)] [added: (1,408)] | | | | | | [removed: (1,446)] [added: (1,435)] | | | | | | [removed: (1,228)] [added: (1,446)] | | |
| Net gain (loss) on sale of businesses | | | | | | | | | | | | | | | [removed: 24] [added: 13] | | | | | | [removed: (1,499)] [added: 24] | | | | | | [removed: 1,662] [added: (1,499)] | | |
| Net investment losses | | | | | | | | | | | | | | | [removed: (2,737)] [added: (24)] | | | | | | [removed: (78)] [added: (2,737)] | | | | | | [removed: (487)] [added: (78)] | | |
| Income before income taxes | | | | | | | | | | | | | | | [removed: 5,269] [added: 7,781] | | | | | | [removed: 5,513] [added: 5,269] | | | | | | [removed: 8,397] [added: 5,513] | | |
| TOTAL INCOME TAXES | | | | | | | | | | | | | | | [removed: 1,491] [added: 1,493] | | | | | | [removed: 141] [added: 1,491] | | | | | | [removed: 1,615] [added: 141] | | |
| Net income | | | | | | | | | | | | | | | [removed: 3,778] [added: 6,288] | | | | | | [removed: 5,372] [added: 3,778] | | | | | | [removed: 6,782] [added: 5,372] | | |
| Less: Net income attributable to noncontrolling interests | | | | | | | | | | | | | | | [removed: 344] [added: 331] | | | | | | [removed: 208] [added: 344] | | | | | | [removed: 78] [added: 208] | | |
| SHAREHOLDERS' NET INCOME | | | | | | | | | | | | | | | $ | [removed: 3,434] [added: 5,957] | | | | | $ | [removed: 5,164] [added: 3,434] | | | | | $ | [removed: 6,704] [added: 5,164] | |
| Basic | | | | | | | | | | | | | | | $ | [removed: 12.25] [added: 22.33] | | | | | $ | [removed: 17.57] [added: 12.25] | | | | | $ | [removed: 21.66] [added: 17.57] | |
| Diluted | | | | | | | | | | | | | | | $ | [removed: 12.12] [added: 22.18] | | | | | $ | [removed: 17.39] [added: 12.12] | | | | | $ | [removed: 21.41] [added: 17.39] | |
| The Cigna Group Consolidated Statements of Comprehensive Income | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| *(In millions)* | | | | | | | | | [removed: | | |] [added: 2025] | | | 2024 | | | [removed: | | |] 2023 | | | [removed: | | | 2022 | | |]
| Net income | | | | | | | | | [removed: | | | | | |] $ | [removed: 3,778 | | |] [added: 6,288] | | $ | [removed: 5,372 | | |] [added: 3,778] | | $ | [removed: 6,782] [added: 5,372] | |
| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| Net unrealized [removed: appreciation] (depreciation) [added: appreciation] on securities and derivatives | | | | | | | | | [removed: | | | | | | 661] [added: (238)] | | | [added: 661] | | | 503 | | | [removed: | | | (1,598) | | |]
| Net long-duration insurance and contractholder liabilities measurement adjustments | | | | | | | | | [removed: | | | | | | (1,067)] [added: (291)] | | | [added: (1,067)] | | | (715) | | | [removed: | | | 509 | | |]
| Net translation [removed: (losses)] gains [added: (losses)] on foreign currencies | | | | | | | | | [removed: | | | | | | (49)] [added: 71] | | | [added: (49)] | | | 5 | | | [removed: | | | 77 | | |]
| Postretirement benefits liability adjustment | | | | | | | | | [removed: | | | | | | (22)] [added: (7)] | | | [added: (22)] | | | 1 | | | [removed: | | | 420 | | |]
| Other comprehensive loss, net of tax | | | | | | | | | [removed: | | | | | | (477)] [added: (465)] | | | [added: (477)] | | | (206) | | | [removed: | | | (592) | | |]
| Total comprehensive income | | | | | | | | | [removed: | | | | | | 3,301] [added: 5,823] | | | [added: 3,301] | | | 5,166 | | | [removed: | | | 6,190 | | |]
| Comprehensive income [removed: (loss)] attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| Net income attributable to redeemable noncontrolling interests | | | | | | | | | [removed: | | | | | |] — | | | [added: —] | | | 180 | | | [removed: | | | 11 | | |]
February 26, 2026
| *(In millions)* | | | 2025 | | | | | | 2024 | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | 5,957 | | | | | | | | | | | | 5,957 | | | | | | 331 | | | | | | 6,288 | | | | | | — | | |
| Balance at December 31, 2025 | | | | | | $ | 4 | | | | | $ | 31,790 | | | | | $ | (2,806) | | | | | $ | 47,865 | | | | | $ | (35,140) | | | | | $ | 41,713 | | | | | $ | 161 | | | | | $ | 41,874 | | | | | $ | — | |
| Net proceeds on issuance of term loan | | | | | | 1,999 | | | | | | — | | | | | | — | | |
| Repayment of term loan | | | | | | (2,000) | | | | | | — | | | | | | — | | |
| 5 | | | [Divestiture](#i9b3130dfbe7e43a0acddcf893daeddc6_175) | | | [66](#i9b3130dfbe7e43a0acddcf893daeddc6_175) | | |
| 7 | | | [Debt](#i9b3130dfbe7e43a0acddcf893daeddc6_220) | | | [68](#i9b3130dfbe7e43a0acddcf893daeddc6_220) | | |
| 10 | | | [Reinsurance](#i9b3130dfbe7e43a0acddcf893daeddc6_352) | | | [75](#i9b3130dfbe7e43a0acddcf893daeddc6_352) | | |
| 11 | | | [Investments](#i9b3130dfbe7e43a0acddcf893daeddc6_379) | | | [77](#i9b3130dfbe7e43a0acddcf893daeddc6_379) | | |
| 16 | | | [Strategic Optimization Program](#i9b3130dfbe7e43a0acddcf893daeddc6_571) | | | [90](#i9b3130dfbe7e43a0acddcf893daeddc6_571) | | |
| 17 | | | [Pension](#i9b3130dfbe7e43a0acddcf893daeddc6_580) | | | [90](#i9b3130dfbe7e43a0acddcf893daeddc6_580) | | |
| 21 | | | [Income Taxes](#i9b3130dfbe7e43a0acddcf893daeddc6_619) | | | [99](#i9b3130dfbe7e43a0acddcf893daeddc6_619) | | |
| 23 | | | [Segment Information](#i9b3130dfbe7e43a0acddcf893daeddc6_667) | | | [104](#i9b3130dfbe7e43a0acddcf893daeddc6_667) | | |
Accounting Guidance Not Yet Adopted
Accounting Standards Update ("ASU") 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40). Required to be adopted January 1, 2028, with early adoption permitted and requires the following:
- Seeks to improve the operability of the recognition guidance considering different methods of software development, mainly more iterative methods, by:
◦Aligning internal-use software capitalization requirements to probable completion and required funding and authorization.
◦Clarifying certain criteria for probable completion, including that the significant performance requirements of the software be identified and no longer subject to substantial revision.
- Transition options include prospective from the date of adoption as well as retrospective and modified retrospective adoption.
The Company is currently evaluating the impact of this guidance on our results of operations and financial position, as well as potential impacts to information systems and controls.
ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). Required to be adopted for the annual reporting period ending December 31, 2027 and for interim reporting periods beginning January 1, 2028 and requires:
- Additional expense detail in the footnotes disaggregating income statement captions including any of the following: inventory purchases; employee compensation; depreciation; and intangible asset amortization, as well as a qualitative description of remaining expenses to reconcile to the total expense within those income statement captions;
- Disclosure of the definition and total amount of selling expenses; and
- Transition options include prospective from the date of adoption as well as retrospective adoption.
The only financial statement impact resulting from adoption will be increased disclosure.
The Company continues to evaluate the effects the adoption requirements on information systems and controls.
For experience-rated contracts, premium revenue includes an adjustment for
The Patient Protection and Affordable Care Act ("ACA") established a risk adjustment program that transfers funds among insurers based on the relative risk of their covered populations of individuals who purchased insurance on a public exchange.
Final settlements are determined by the United States Department of Health and Human Services ("HHS") in the subsequent year.
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| Other comprehensive loss attributable to redeemable noncontrolling interests | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (2) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Redeemable noncontrolling interests | | | — | | | | | | 107 | | |
| Balance at December 31, 2021 | | | | | | 4 | | | | | | 29,574 | | | | | | (1,068) | | | | | | 32,623 | | | | | | (14,175) | | | | | | 46,958 | | | | | | 18 | | | | | | 46,976 | | | | | | 54 | | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | 6,704 | | | | | | | | | | | | 6,704 | | | | | | 67 | | | | | | 6,771 | | | | | | 11 | | |
| | | | | | | | | | | | | | | | | | | | | |
| Income taxes paid, net of refunds | | | | | | $ | 898 | | | | | $ | 1,471 | | | | | $ | 1,850 | |
| | | | | | | | | |
| 7 | | | [Debt](#i2fa14b4ac72845e18281e0b6998fdecc_208) | | | [70](#i2fa14b4ac72845e18281e0b6998fdecc_208) | | |
| 10 | | | [Reinsurance](#i2fa14b4ac72845e18281e0b6998fdecc_331) | | | [78](#i2fa14b4ac72845e18281e0b6998fdecc_331) | | |
| 11 | | | [Investments](#i2fa14b4ac72845e18281e0b6998fdecc_364) | | | [80](#i2fa14b4ac72845e18281e0b6998fdecc_364) | | |
| 16 | | | [Pension](#i2fa14b4ac72845e18281e0b6998fdecc_565) | | | [92](#i2fa14b4ac72845e18281e0b6998fdecc_565) | | |
| 20 | | | [Income Taxes](#i2fa14b4ac72845e18281e0b6998fdecc_604) | | | [101](#i2fa14b4ac72845e18281e0b6998fdecc_604) | | |
| 22 | | | [Segment Information](#i2fa14b4ac72845e18281e0b6998fdecc_640) | | | [106](#i2fa14b4ac72845e18281e0b6998fdecc_640) | | |
We relentlessly challenge ourselves to partner and innovate solutions for better health.
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.
There are no significant accounting pronouncements not yet adopted as of December 31, 2024.
vary based on the contractual arrangement with the client and in some cases the type of consideration received from the pharmaceutical manufacturer.
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").
Final revenue adjustments are determined by HHS in the year following the policy year.
could be adjusted under contract terms.
The Facility's total capacity at inception was $1.0 billion and was amended to $1.5 billion in May 2024.
Cash Flows.
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.
Accounting Policy.
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 assets and liabilities of businesses held for sale were as follows:
| Total liabilities of businesses held for sale | | | $ | 2,410 | | | | | $ | 2,695 | |
An excerpt. Shown here: 40 of 894 rewritten, 40 of 299 added and 40 of 236 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
3 rewritten, 0 added, 0 removed, 13 unchanged
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control-Integrated Framework (2013).* Based on management's assessment and the criteria set forth by COSO, it was determined that the Company's internal control over financial reporting is effective as of December 31, [removed: 2024.][added: 2025.]
There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, The Cigna Group's internal control over financial reporting.
Item 9B. OTHER INFORMATION
1 rewritten, 6 added, 4 removed, 2 unchanged
During the three months ended December 31, [removed: 2024,] [added: 2025,] the following 10b5-1 director and officer trading plan arrangement [removed: change] [added: changes] occurred:
1.On November 5, 2025, David Cordani, Chairman and Chief Executive Officer of The Cigna Group, terminated a 10b5-1 plan that was adopted on May 6, 2025.
Mr. Cordani's plan provided for (i) the sale of shares of The Cigna Group common stock issuable upon vesting of a performance award (the actual number of shares depends on actual performance achieved and may range from 0% to 200% of the 32,586 shares subject to the award at the target level of performance) and (ii) the combined exercise of 212,543 vested stock options and sale of up to 50% of the after-tax shares of The Cigna Group common stock acquired from the option exercise, in each case through May 5, 2026.
This trading plan was terminated during an open insider trading window.
2.On May 5, 2025, Jamie Kates, Senior Vice President and Tax and Global Chief Accounting Officer, adopted a 10b5-1 plan.
Ms. Kates' plan provides for (i) the sale of up to 170 shares of The Cigna Group common stock, (ii) the sale of shares of The Cigna Group common stock issuable upon vesting of a performance award (the actual number of shares depends on actual performance achieved and may range from 0% to 200% of the 281 shares subject to the award at the target level of performance), and (iii) the exercise of vested stock options and the associated sale of up to 2,014 shares of The Cigna Group common stock, in each case through May 5, 2026.
No transactions have occurred pursuant to Ms. Kates’ plan to date.
On December 11, 2024, Retired Maj.
Gen.
Elder Granger, M.D., Director of The Cigna Group, adopted a 10b5-1 plan.
General Granger's plan provides for the exercise of vested stock options and the associated sale of up to 2,376 shares of The Cigna Group common stock through December 19, 2025.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
4 rewritten, 0 added, 0 removed, 8 unchanged
The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "Corporate Governance Matters – [removed: Board Meetings and Committees"] [added: Committees of the Board"] (as it relates to the Audit Committee disclosure) in the definitive proxy statement of The Cigna Group related to the [removed: 2025 annual meeting] [added: 2026 Annual Meeting] of [removed: shareholders] [added: Shareholders] ("the [removed: 2025] [added: 2026] Proxy Statement") is incorporated herein by reference.
The information under the caption "Corporate Governance Matters – Codes of Ethics" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
The information under the caption "Ownership of The Cigna Group Common Stock – Delinquent Section 16(a) Reports," if included in the [removed: 2025] [added: 2026] Proxy Statement, is incorporated herein by reference.
The information under the caption "Compensation Matters – Insider Trading Arrangements and Policies" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," [removed: "Certain Transactions] [added: "Corporate Governance Matters] – [removed: Compensation Committee Interlocks] [added: Corporate Governance Policies] and [removed: Insider Participation,"] [added: Practices – Certain Transactions,"] "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
8 rewritten, 2 added, 3 removed, 7 unchanged
The following table presents information regarding The Cigna Group equity compensation plans as of December 31, [removed: 2024:][added: 2025:]
| Plan Category | | | | | | [removed: Securities To Be Issued Upon Exercise] [added: Number] of [removed: Outstanding Options, Warrants] [added: securities to be issued upon exercise of outstanding options, warrants] and [removed: Rights] [added: rights] | | | | | | [removed: Weighted Average Exercise Price] [added: Weighted-average exercise price] of [removed: Outstanding Options, Warrants] [added: outstanding options, warrants] and [removed: Rights] [added: rights] | | | | | | [removed: Securities Remaining Available] [added: Number of securities remaining available] for [removed: Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected] [added: future issuance under equity compensation plans (excluding securities reflected] in [removed: Column] [added: column] (a)) | | |
*(i) [removed: 51,563] [added: 55,653] restricted stock units, [removed: 34,006] [added: 35,920] deferred shares and [removed: 1,200,608] [added: 1,007,528] strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan and the Cigna Corporation Director Equity Plan; and*
*(ii) [removed: 190,785] [added: 144,269] shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, [removed: 171,987] [added: 85,180] shares of common stock underlying stock option awards granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan and [removed: 104,528] [added: 46,534] shares of [removed: common*][added: common stock underlying stock option awards granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before acquisition of Express Scripts by The Cigna Group in December 2018.*]
The outstanding stock options assumed due to the acquisition of Express Scripts by The Cigna Group, in aggregate, have a weighted-average exercise price of [removed: $151.37.][added: $146.39.]
Excluding the assumed options from this acquisition results in a weighted-average exercise price of [removed: $233.14.*][added: $248.21.*]
*(3)Represents [removed: 12,386,735] [added: 10,418,601] shares of common stock available as of the close of business December 31, [removed: 2024] [added: 2025] for future issuance under the Cigna Long-Term Incentive Plan.
The information under the captions "Ownership of The Cigna Group Common Stock – Stock Held by Directors, [removed: Nominees] [added: Nominees,] and Executive Officers" and "Ownership of The Cigna Group Common Stock – Stock Held by Certain Beneficial Owners" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
| Equity compensation plans approved by security holders | | | | | | 6,301,429 | | | | | | $ | 242.81 | | | | | 10,418,601 | | |
| Total | | | | | | 6,301,429 | | | | | | $ | 242.81 | | | | | 10,418,601 | | |
| Equity Compensation Plans Approved by Security Holders | | | | | | 6,940,827 | | | | | | $ | 226.38 | | | | | 12,386,735 | | |
| Total | | | | | | 6,940,827 | | | | | | $ | 226.38 | | | | | 12,386,735 | | |
*stock underlying stock option awards granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before acquisition of Express Scripts by The Cigna Group in December 2018.*
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information under the captions "Corporate Governance Matters – [added: Corporate Governance Policies and Practices –] Director Independence" and "Corporate Governance Matters – [added: Corporate Governance Policies and Practices –] Certain Transactions" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
Item 14. . PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The information under the captions "Audit Matters – [added: Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) –] Policy for the Pre-Approval of Audit and [added: Permissible] Non-Audit Services" and "Audit Matters – [added: Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) –] Fees to Independent Registered Public Accounting Firm" in the [removed: 2025] [added: 2026] Proxy Statement is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
24 rewritten, 1 added, 3 removed, 96 unchanged
(a)(1) The following Financial Statements can be found under Part [removed: II.][added: II, Item 8 of this Form 10-K:]
Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]
Consolidated Statements of Changes in Total Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]
| [removed: 3.2] [added: 3.1] | | | [Restated Certificate of Incorporation of the registrant effective as of April 26, 2023](https://www.sec.gov/Archives/edgar/data/1739940/000173994023000016/exhibit31-thecignagroupxre.htm) | | | Filed by the registrant as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference. | | |
| [removed: 3.3] [added: 3.2] | | | [Amended and Restated By-Laws of the registrant as last amended February 13, 2023](https://www.sec.gov/Archives/edgar/data/1739940/000095015923000019/ex3-3.htm) | | | Filed by the registrant as Exhibit 3.3 to the Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference. | | |
| 4.1(c) | | | [Second Supplemental [removed: Indenture](https://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_7.htm)[,](https://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_7.htm) [dated] [added: Indenture, dated] as of December 20, 2018, by and among Express Scripts Holding Company, Cigna Holding Company and U.S. Bank National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1739940/000114036118045479/ex4_7.htm) | | | Filed by the registrant as Exhibit 4.7 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. | | |
Exhibits 10.1 through [removed: 10.26] [added: 10.22] are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.
| 10.14(c) | | | [The Cigna Group Non-Employee Director Compensation Program, amended and restated effective July 24, 2024](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_1014cxamendedandrestat.htm) | | | Filed [removed: herewith.] [added: by the registrant as Exhibit 10.14(c) to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.] | | |
| [removed: 10.20] [added: 10.21] | | | [Offer [removed: Letter] [added: letter] for [removed: Eric P. Palmer] [added: Brian Evanko] dated January 16, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1739940/000173994024000005/exh_1023xpalmerofferletter.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1739940/000173994024000005/exh_1026xevankoofferletter.htm)] | | | Filed by the registrant as Exhibit [removed: 10.23] [added: 10.26] to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference. | | |
| [removed: 10.21] [added: 10.20] | | | [Offer Letter for Nicole S. Jones dated September 14, 2023](https://www.sec.gov/Archives/edgar/data/1739940/000173994023000025/exh_102xnjonesxofferxlet.htm) | | | Filed by the registrant as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference. | | |
| 10.22 | | | [removed: [Offer Letter for Noelle K. Eder] [added: [Agreement and Release](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_101ericpalmeragreement.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_101ericpalmeragreement.htm)[between The Cigna Group and Eric Palmer] dated [removed: September 14, 2023](https://www.sec.gov/Archives/edgar/data/1739940/000173994023000025/exh_101xnederxofferxlett.htm)] [added: April 15, 2025](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_101ericpalmeragreement.htm)] | | | Filed by the registrant as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended [removed: September] [added: June] 30, [removed: 2023] [added: 2025] and incorporated herein by reference. | | |
| [removed: 10.23] [added: 19.1] | | | [removed: [Offer letter for Brian Evanko dated January 16, 2024](https://www.sec.gov/Archives/edgar/data/1739940/000173994024000005/exh_1026xevankoofferletter.htm)] [added: [Securities Transactions and Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_191xsecuritiestransact.htm)] | | | Filed by the registrant as Exhibit [removed: 10.26] [added: 19.1] to the Annual Report on Form 10-K for the year ended [removed: December 31, 2023] [added: December31, 2024] and incorporated [removed: herein] by reference. | | |
| 10.24 | | | [Revolving Credit and Letter of Credit Agreement, dated as of [removed: April 28, 2022,] [added: April](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)[24, 2025,] with the banks named therein, JPMorgan [removed: Chase Bank,] [added: Chase](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)[Bank,] N.A., as administrative agent, [added: and] BofA Securities, [removed: Inc., Citibank,] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)[Citibank,] N.A., Morgan Stanley Senior Funding, [removed: Inc., MUFG Bank, LTD] [added: Inc.] and [removed: Wells Fargo Securities,] [added: Wells](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)[Fargo](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)[Securities,] LLC, as joint lead arrangers and joint [removed: bookrunners](https://www.sec.gov/Archives/edgar/data/1739940/000095015922000102/ex10-1.htm)] [added: bookrunners](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000028/exh_102cigna-5xyearrevol.htm)] | | | Filed by the registrant as Exhibit [removed: 10.1] [added: 10.2] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K on April 29, 2022] [added: 10-Q for the period ended June 30, 2025] and incorporated herein by reference. | | |
| [removed: 10.25] [added: 10.23] | | | [Master Transaction Agreement, dated February 4, 2013 among Connecticut General Life Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska and, solely for purposes of Sections 3.10, 6.1, 6.3, 6.4, 6.6, 6.9 and Articles II, V, VII and VIII, thereof, National Indemnity Company (including the Forms of Retrocession Agreement, the Collateral Trust Agreement, the Security and Control Agreement, the Surety Policy and the ALC Model Purchase Option Agreement as exhibits)](https://www.sec.gov/Archives/edgar/data/701221/000104746913001925/a2213028zex-10_29.htm) | | | Filed by CHC as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. | | |
| 21 | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_21x10-kx24q4.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_21x10-k25q4.htm)] | | | Filed herewith. | | |
| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_23x10-kx24q4.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_23x10-k25q4.htm)] | | | Filed herewith. | | |
| 31.1 | | | [Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_311x24q4.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_31125q4.htm)] | | | Filed herewith. | | |
| 31.2 | | | [Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_312x24q4.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_31225q4.htm)] | | | Filed herewith. | | |
| 32.1 | | | [Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_321x24q4.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_32125q4.htm)] | | | Furnished herewith. | | |
| 32.2 | | | [Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_322x24q4.htm)] [added: 1350](https://www.sec.gov/Archives/edgar/data/1739940/000173994026000006/exh_32225q4.htm)] | | | Furnished herewith. | | |
| 101 | | | The following materials from The Cigna Group's Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Total Equity; (vi) the Notes to Consolidated Financial Statements; and (vii) Financial Statement Schedules I and II. | | | Filed herewith. | | |
| 4.1 (i) | | | [Eighth Supplemental Indenture, dated as of September 4, 2025,](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm)[be](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm)[tween The Cigna Group and U.S. Bank Trust Company, National](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm) [](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm)[Association, as trustee](https://www.sec.gov/Archives/edgar/data/1739940/000114036125033986/ny20054607x5_ex4-1.htm) | | | Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on September 4, 2025 and incorporated herein by reference. | | |
Item 8 of this Form 10-K:
| 10.26 | | | [Revolving Credit and Letter of Credit Agreement, dated as of April 25, 2024, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners.](https://www.sec.gov/Archives/edgar/data/1739940/000095015924000130/ex10-1.htm) | | | Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 26, 2024 and incorporated herein by reference. | | |
| 19.1 | | | [Securities Transactions and Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1739940/000173994025000009/exh_191xsecuritiestransact.htm) | | | Filed herewith. | | |
Item 16. FORM 10-K SUMMARY
101 rewritten, 30 added, 32 removed, 162 unchanged
Date: February [removed: 27, 2025][added: 26, 2026]
| | | | Executive Vice [removed: President, Chief Financial Officer, The Cigna Group, and] President and Chief [removed: Executive Officer, Cigna Healthcare] [added: Financial Officer] | | | | | | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 27, 2025.][added: 26, 2026.]
| [removed: Brian C. Evanko] [added: Ann M. Dennison] | | | | | | Executive Vice [removed: President, Chief Financial Officer, The Cigna Group, and] President and Chief [removed: Executive Officer, Cigna Healthcare] [added: Financial Officer] | | |
| Jamie Kates | | | | | | [added: Senior] Vice President and [added: Tax and] Global Chief Accounting Officer | | |
| | | | I | | | Condensed Financial Information of The Cigna Group (Registrant) | | | [removed: [FS-2](#i2fa14b4ac72845e18281e0b6998fdecc_1108)] [added: [FS-2](#i9b3130dfbe7e43a0acddcf893daeddc6_1165)] | | |
| | | | | | | Statements of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [FS-2](#i2fa14b4ac72845e18281e0b6998fdecc_1108)] [added: [FS-2](#i9b3130dfbe7e43a0acddcf893daeddc6_1165)] | | |
| | | | | | | Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [FS-3](#i2fa14b4ac72845e18281e0b6998fdecc_1111)] [added: [FS-3](#i9b3130dfbe7e43a0acddcf893daeddc6_1168)] | | |
| | | | | | | Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [FS-4](#i2fa14b4ac72845e18281e0b6998fdecc_1114)] [added: [FS-4](#i9b3130dfbe7e43a0acddcf893daeddc6_1171)] | | |
| | | | | | | Notes to Condensed Financial Statements | | | [removed: [FS-5](#i2fa14b4ac72845e18281e0b6998fdecc_1117)] [added: [FS-5](#i9b3130dfbe7e43a0acddcf893daeddc6_1174)] | | |
| | | | II | | | Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [FS-7](#i2fa14b4ac72845e18281e0b6998fdecc_1135)] [added: [FS-7](#i9b3130dfbe7e43a0acddcf893daeddc6_1189)] | | |
| *(In millions)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Net investment income and other revenue | | | | | | $ | [removed: 26] [added: 21] | | | | | $ | [removed: 22] [added: 26] | | | | | $ | [removed: 5] [added: 22] | |
| Intercompany interest income | | | | | | 469 | | | | | | [removed: 516] [added: 469] | | | | | | [removed: 478] [added: 516] | | |
| Total revenues | | | | | | [removed: 495] [added: 490] | | | | | | [removed: 538] [added: 495] | | | | | | [removed: 483] [added: 538] | | |
| Selling, general and administrative expenses | | | | | | [removed: 14] [added: 5] | | | | | | [removed: 2] [added: 14] | | | | | | 2 | | |
| Total operating expenses | | | | | | [removed: 14] [added: 5] | | | | | | [removed: 2] [added: 14] | | | | | | 2 | | |
| [removed: Income] [added: lncome] from operations | | | | | | [removed: 481] [added: 485] | | | | | | [removed: 536] [added: 481] | | | | | | [removed: 481] [added: 536] | | |
| Interest expense and other | | | | | | [removed: (1,388)] [added: (1,365)] | | | | | | [removed: (1,332)] [added: (1,388)] | | | | | | [removed: (1,215)] [added: (1,332)] | | |
| Intercompany interest expense | | | | | | [removed: (2)] [added: —] | | | | | | [removed: (118)] [added: (2)] | | | | | | [removed: (147)] [added: (118)] | | |
| [removed: Loss] [added: lncome (loss)] before income taxes | | | | | | [removed: (909)] [added: 4,010] | | | | | | [removed: (914)] [added: (909)] | | | | | | [removed: (881)] [added: (914)] | | |
| Income tax benefits | | | | | | [removed: (189)] [added: (201)] | | | | | | [removed: (192)] [added: (189)] | | | | | | [removed: (183)] [added: (192)] | | |
| [removed: Loss] [added: lncome (loss)] of parent company | | | | | | [removed: (720)] [added: 4,211] | | | | | | [removed: (722)] [added: (720)] | | | | | | [removed: (698)] [added: (722)] | | |
| Equity in income of subsidiaries | | | | | | [removed: 4,154] [added: 1,746] | | | | | | [removed: 5,886] [added: 4,154] | | | | | | [removed: 7,402] [added: 5,886] | | |
| Shareholders' net income | | | | | | [removed: 3,434] [added: 5,957] | | | | | | [removed: 5,164] [added: 3,434] | | | | | | [removed: 6,704] [added: 5,164] | | |
| Shareholders' other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | | | | | | | | | | | | | | | | | | |
| Net unrealized [removed: appreciation] (depreciation) [added: appreciation] on securities and derivatives | | | | | | [removed: 661] [added: (238)] | | | | | | [removed: 503] [added: 661] | | | | | | [removed: (1,598)] [added: 503] | | |
| Net long-duration insurance and contractholder liabilities measurement adjustments | | | | | | [removed: (1,067)] [added: (291)] | | | | | | [removed: (715)] [added: (1,067)] | | | | | | [removed: 509] [added: (715)] | | |
| Net translation [removed: (losses)] gains [added: (losses)] of foreign currencies | | | | | | [removed: (49)] [added: 71] | | | | | | [removed: 5] [added: (49)] | | | | | | [removed: 79] [added: 5] | | |
| Postretirement benefits liability adjustment | | | | | | [removed: (22)] [added: (7)] | | | | | | [removed: 1] [added: (22)] | | | | | | [removed: 420] [added: 1] | | |
| Shareholders' other comprehensive loss, net of tax | | | | | | [removed: (477)] [added: (465)] | | | | | | [removed: (206)] [added: (477)] | | | | | | [removed: (590)] [added: (206)] | | |
| Shareholders' comprehensive income | | | | | | $ | [removed: 2,957] [added: 5,492] | | | | | $ | [removed: 4,958] [added: 2,957] | | | | | $ | [removed: 6,114] [added: 4,958] | |
| *(In millions)* | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | | | | $ | [removed: 164] [added: 118] | | | | | $ | [removed: 303] [added: 164] | |
| Other current assets | | | | | | [removed: 103] [added: 29] | | | | | | [removed: 6] [added: 103] | | |
| Total current assets | | | | | | [removed: 267] [added: 147] | | | | | | [removed: 309] [added: 267] | | |
| Investments in subsidiaries | | | | | | [removed: 62,887] [added: 61,382] | | | | | | [removed: 69,703] [added: 62,887] | | |
| Intercompany receivable | | | | | | [removed: 10,546] [added: 14,146] | | | | | | [removed: 11,475] [added: 10,546] | | |
| Other non-current assets | | | | | | [removed: 71] [added: 48] | | | | | | [removed: 77] [added: 71] | | |
| TOTAL ASSETS | | | | | | $ | [removed: 73,771] [added: 75,723] | | | | | $ | [removed: 81,564] [added: 73,771] | |
| | | | By: | | | /s/ Ann M. Dennison | | | | | |
| | | | Ann M. Dennison | | | | | | | | |
| /s/ Ann M. Dennison | | | | | | | | |
| /s/ Michael J. Hennigan | | | | | | | | |
| Michael J. Hennigan | | | | | | Director | | |
| Gain on sale of businesses | | | | | | 4,890 | | | | | | — | | | | | | — | | |
| *(In millions)* | | | | | | 2025 | | | | | | 2024 | | |
| Gain on sale of businesses | | | | | | (4,890) | | | | | | — | | | | | | — | | |
| Proceeds from divestiture of businesses | | | | | | 4,891 | | | | | | — | | | | | | — | | |
| Repayment of term loan | | | | | | (2,000) | | | | | | — | | | | | | — | | |
| Net proceeds on issuance of term loan | | | | | | 1,999 | | | | | | — | | | | | | — | | |
| Other, net | | | | | | (108) | | | | | | (117) | | | | | | (110) | | |
| | | | | | | | | | | | | | | | | | | | | |
Term Loan. In August 2025, the Company entered into a new 364-day term loan facility (the "Term Loan Facility") and borrowed $2.0 billion to partially fund an investment in Shields Health Solutions ("Shields"), a leading specialty pharmacy management company.
The full outstanding balance was repaid and the Term Loan Facility was terminated in September 2025, using proceeds from the debt issuance described below.
There was no commercial paper balance as of December 31, 2025.
Debt Issuance. In September 2025, we issued $4.5 billion of new senior notes, as detailed in the table below.
The proceeds from this debt issuance were used to repay the $2.0 billion of loans outstanding under the Term Loan Facility as described above.
We used the remaining net proceeds for general corporate purposes, including investments and repayment of indebtedness.
| $1,000 million | | | | | | September 15, 2030 | | | | | | 4.500% | | | | | | $994 million | | | | | | August 15, 2030 | | | | | | 15 | | |
| $1,250 million | | | | | | September 15, 2032 | | | | | | 4.875% | | | | | | $1,245 million | | | | | | July 15, 2032 | | | | | | 15 | | |
| $1,500 million | | | | | | January 15, 2036 | | | | | | 5.250% | | | | | | $1,490 million | | | | | | October 15, 2035 | | | | | | 15 | | |
| $750 million | | | | | | January 15, 2056 | | | | | | 6.000% | | | | | | $736 million | | | | | | July 15, 2055 | | | | | | 20 | | |
| 2026 | | | | | | $ | 550 | |
| 2027 | | | | | | $ | 2,055 | |
| 2030 | | | | | | $ | 2,400 | |
| Maturities after 2030 | | | | | | $ | 21,255 | |
Note 5 - The Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies® businesses on March 19, 2025.
The Company received cash proceeds of $4.9 billion and recorded the related gain on sale of businesses.
| Accounts receivable, net | | | | | | $ | 186 | | | | | $ | 245 | | | | | $ | 2 | | | | | $ | (175) | | | | | $ | 258 | |
| | | | By: | | | /s/ Brian C. Evanko | | | | | |
| | | | Brian C. Evanko | | | | | | | | |
| | | | | | | | | |
| /s/ Brian C. Evanko | | | | | | | | |
| /s/ William J. DeLaney | | | | | | | | |
| William J. DeLaney | | | | | | Director | | |
| /s/ Elder Granger, M.D. | | | | | | | | |
| Elder Granger, M.D. | | | | | | Director | | |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | | | | | | 2,133 | | | | | | 1,839 | | | | | | 1,661 | | |
| Net proceeds from short-term investments sold | | | | | | — | | | | | | — | | | | | | 99 | | |
| Tax withholding on stock compensation and other | | | | | | (117) | | | | | | (110) | | | | | | (73) | | |
In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following revolving credit agreements (the "Credit Agreements"):
- 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.
The commercial paper program had approximately $0.9 billion outstanding as of December 31, 2024 and an average interest rate of 4.65%.
Debt Issuance and Debt Tender Offers. In February 2024, we issued $4.5 billion of new senior notes.
The proceeds from this debt were used to pay the consideration for the cash tender offers as described below.
We 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.
| $1,000 million | | | | | | May 15, 2029 | | | | | | 5.000% | | | | | | $995 million | | | | | | April 15, 2029 | | | | | | 15 | | |
| $750 million | | | | | | May 15, 2031 | | | | | | 5.125% | | | | | | $746 million | | | | | | March 15, 2031 | | | | | | 15 | | |
| $1,250 million | | | | | | February 15, 2034 | | | | | | 5.250% | | | | | | $1,244 million | | | | | | November 15, 2033 | | | | | | 20 | | |
| $1,500 million | | | | | | February 15, 2054 | | | | | | 5.600% | | | | | | $1,485 million | | | | | | August 15, 2053 | | | | | | 20 | | |
In the first quarter of 2024, the Company completed the repurchase of $1.7 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers.
| 2026 | | | | | | $ | 2,301 | |
| 2027 | | | | | | $ | 2,056 | |
| Maturities after 2029 | | | | | | $ | 19,292 | |
Note 5 - In February 2024, as part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements with Deutsche Bank AG and Bank of America, N.A. to repurchase $3.2 billion of common stock in aggregate.
The total number of shares of our common stock repurchased under the agreements was approximately 9.3 million.
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accounts receivable, net | | | | | | $ | 126 | | | | | $ | 99 | | | | | $ | — | | | | | $ | (65) | | | | | $ | 160 | |
An excerpt. Shown here: 40 of 101 rewritten, all 30 added and all 32 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.