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Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

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Cigna Corporation Consolidated Statements of Income
UnauditedUnaudited
Three Months Ended September 30,Nine Months Ended September 30,
(In millions, except per share amounts)2022202120222021
Revenues
Pharmacy revenues$32,762$31,013$95,431$89,085
Premiums9,58610,27530,36830,812
Fees and other revenues2,7282,5328,0237,324
Net investment income2044689431,169
TOTAL REVENUES45,28044,288134,765128,390
Benefits and expenses
Pharmacy and other service costs31,77730,07092,74086,306
Medical costs and other benefit expenses7,7548,33024,21424,819
Selling, general and administrative expenses3,1483,0939,7039,368
Amortization of acquired intangible assets4605011,4191,499
TOTAL BENEFITS AND EXPENSES43,13941,994128,076121,992
Income from operations2,1412,2946,6896,398
Interest expense and other(304)(303)(904)(915)
Debt extinguishment costs———(141)
Gain on sale of businesses1,735—1,735—
Net realized investment (losses) gains(81)68(495)128
Income before income taxes3,4912,0597,0255,470
TOTAL INCOME TAXES7134241,4771,188
Net income2,7781,6355,5484,282
Less: Net income attributable to noncontrolling interests21144933
SHAREHOLDERS' NET INCOME$2,757$1,621$5,499$4,249
Shareholders' net income per share
Basic$9.07$4.84$17.60$12.44
Diluted$8.97$4.80$17.42$12.32

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

Cigna Corporation Consolidated Statements of Comprehensive Income
UnauditedUnaudited
Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Net income$2,778$1,635$5,548$4,282
Other comprehensive income (loss), net of tax
Net unrealized (depreciation) appreciation on securities and derivatives(99)32(1,069)(119)
Net translation gains (losses) on foreign currencies161(125)(108)(228)
Postretirement benefits liability adjustment10165049
Other comprehensive income (loss), net of tax72(77)(1,127)(298)
Total comprehensive income2,8501,5584,4213,984
Comprehensive income (loss) attributable to noncontrolling interests
Net income attributable to redeemable noncontrolling interests34812
Net income attributable to other noncontrolling interests18104121
Other comprehensive income (loss) attributable to redeemable noncontrolling interests1(1)(2)(6)
Total comprehensive income attributable to noncontrolling interests22134727
SHAREHOLDERS' COMPREHENSIVE INCOME$2,828$1,545$4,374$3,957

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

Cigna Corporation Consolidated Balance Sheets
Unaudited
As of September 30,As of December 31,
(In millions)20222021
Assets
Cash and cash equivalents$7,079$5,081
Investments783920
Accounts receivable, net17,27515,071
Inventories4,0173,722
Other current assets1,0161,283
Assets of businesses held for sale—10,057
Total current assets30,17036,134
Long-term investments16,27318,438
Reinsurance recoverables4,8264,970
Deferred policy acquisition costs764677
Property and equipment3,7443,692
Goodwill45,80745,811
Other intangible assets32,88534,102
Other assets2,4802,728
Separate account assets7,2608,337
TOTAL ASSETS$144,209$154,889
Liabilities
Current insurance and contractholder liabilities$6,095$5,318
Pharmacy and other service costs payable16,67615,309
Accounts payable6,8706,655
Accrued expenses and other liabilities7,9867,322
Short-term debt3,4882,545
Liabilities of businesses held for sale—6,423
Total current liabilities41,11543,572
Non-current insurance and contractholder liabilities11,65512,563
Deferred tax liabilities, net7,7778,346
Other non-current liabilities3,1793,762
Long-term debt28,09031,125
Separate account liabilities7,2608,337
TOTAL LIABILITIES99,076107,705
Contingencies — Note 18
Redeemable noncontrolling interests5054
Shareholders' equity
Common stock (1)44
Additional paid-in capital29,39529,574
Accumulated other comprehensive loss(2,009)(884)
Retained earnings37,04132,593
Less: Treasury stock, at cost(19,390)(14,175)
TOTAL SHAREHOLDERS' EQUITY45,04147,112
Other noncontrolling interests4218
Total equity45,08347,130
Total liabilities and equity$144,209$154,889

(1) Par value per share, $0.01; shares issued, 397 million as of September 30, 2022 and 394 million as of December 31, 2021; authorized shares, 600 million.

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

Cigna Corporation
Consolidated Statements of Changes in Total Equity
Unaudited
Three Months Ended September 30, 2022
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at June 30, 2022$4$29,930$(2,080)$34,626$(16,588)$45,892$30$45,922$45
Effects of issuing stock for employee benefits plans165(2)163163
Other comprehensive income7171711
Net income2,7572,757182,7753
Common dividends declared (per share: $1.12)(342)(342)(342)
Repurchase of common stock(700)(2,800)(3,500)(3,500)
Other transactions impacting noncontrolling interests——(6)(6)1
Balance at September 30, 2022$4$29,395$(2,009)$37,041$(19,390)$45,041$42$45,083$50
Three Months Ended September 30, 2021
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at June 30, 2021$4$29,403$(1,077)$30,513$(10,134)$48,709$7$48,716$51
Effect of issuing stock for employee benefit plans76(1)7575
Other comprehensive loss(76)(76)(76)(1)
Net income1,6211,621101,6314
Common dividends declared (per share: $1.00)(331)(331)(331)
Repurchase of common stock(400)(2,181)(2,581)(2,581)
Other transactions impacting noncontrolling interests(2)(2)(5)(7)2
Balance at September 30, 2021$4$29,077$(1,153)$31,803$(12,316)$47,415$12$47,427$56

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

Cigna Corporation
Consolidated Statements of Changes in Total Equity
Unaudited
Nine Months Ended September 30, 2022
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at December 31, 2021$4$29,574$(884)$32,593$(14,175)$47,112$18$47,130$54
Effect of issuing stock for employee benefit plans521(75)446446
Other comprehensive loss(1,125)(1,125)(1,125)(2)
Net income5,4995,499415,5408
Common dividends declared (per share: $3.36)(1,051)(1,051)(1,051)
Repurchase of common stock(700)(5,140)(5,840)(5,840)
Other transactions impacting noncontrolling interests——(17)(17)(10)
Balance at September 30, 2022$4$29,395$(2,009)$37,041$(19,390)$45,041$42$45,083$50
Nine Months Ended September 30, 2021
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal EquityRedeemable Noncontrolling Interests
Balance at December 31, 2020$4$28,975$(861)$28,575$(6,372)$50,321$7$50,328$58
Effect of issuing stock for employee benefit plans507(90)417417
Other comprehensive loss(292)(292)(292)(6)
Net income4,2494,249214,27012
Common dividends declared (per share: $3.00)(1,021)(1,021)(1,021)
Repurchase of common stock(400)(5,854)(6,254)(6,254)
Other transactions impacting noncontrolling interests(5)(5)(16)(21)(8)
Balance at September 30, 2021$4$29,077$(1,153)$31,803$(12,316)$47,415$12$47,427$56

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

Cigna Corporation

Consolidated Statements of Cash Flows

Unaudited
Nine Months Ended September 30,
(In millions)20222021
Cash Flows from Operating Activities
Net income$5,548$4,282
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,2022,180
Realized investment losses (gains), net495(128)
Deferred income tax benefit(300)(104)
Gain on sale of businesses(1,735)—
Debt extinguishment costs—141
Net changes in assets and liabilities, net of non-operating effects:
Accounts receivable, net(2,339)(4,039)
Inventories(296)145
Deferred policy acquisition costs(127)(182)
Reinsurance recoverable and Other assets454(281)
Insurance liabilities981863
Pharmacy and other service costs payable1,3681,357
Accounts payable and Accrued expenses and other liabilities225(1,411)
Other, net8193
NET CASH PROVIDED BY OPERATING ACTIVITIES6,5572,916
Cash Flows from Investing Activities
Proceeds from investments sold:
Debt securities and equity securities1,4061,052
Investment maturities and repayments:
Debt securities and equity securities1,1241,265
Commercial mortgage loans73127
Other sales, maturities and repayments (primarily short-term and other long-term investments)9061,261
Investments purchased or originated:
Debt securities and equity securities(2,457)(2,742)
Commercial mortgage loans(84)(233)
Other (primarily short-term and other long-term investments)(1,109)(1,768)
Property and equipment purchases, net(950)(850)
Acquisitions, net of cash acquired—(1,836)
Divestitures, net of cash sold4,838(61)
Other, net(33)51
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES3,714(3,734)
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds121132
Withdrawals and benefit payments from contractholder deposit funds(161)(139)
Net change in short-term debt(2,051)1,633
Payments for debt extinguishment—(136)
Repayment of long-term debt—(4,578)
Net proceeds on issuance of long-term debt—4,260
Repurchase of common stock(5,874)(6,321)
Issuance of common stock317301
Common stock dividend paid(1,050)(1,017)
Other, net9424
NET CASH USED IN FINANCING ACTIVITIES(8,604)(5,841)
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash(98)(46)
Net increase (decrease) in cash, cash equivalents and restricted cash1,569(6,705)
Cash, cash equivalents and restricted cash January 1, (1)5,54810,245
Cash, cash equivalents and restricted cash September 30, per Consolidated Balance Sheets (2)$7,117$3,540
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds$1,346$1,916
Interest paid$923$950

(1) Includes $425 million reported in Assets of businesses held for sale as of January 1, 2022.

(2) Restricted cash and cash equivalents were reported in Other long-term investments as of September 30, 2022 and September 30, 2021.

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

CIGNA CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

TABLE OF CONTENTS

Note NumberFootnotePage
B****USINESS AND C****APITAL S****TRUCTURE
1Description of Business10
2Summary of Significant Accounting Policies11
3Accounts Receivable, Net12
4Mergers, Acquisitions and Divestitures13
5Assets and Liabilities of Businesses Held for Sale14
6Earnings Per Share14
7Debt16
8Common and Preferred Stock18
I****NSURANCE I****NFORMATION
9Insurance and Contractholder Liabilities19
10Reinsurance22
I****NVESTMENTS
11Investments23
12Fair Value Measurements27
13Variable Interest Entities31
14Accumulated Other Comprehensive Income (Loss)32
PROPERTY, L****EASES AND O****THER A****SSET B****ALANCES
15Organizational Efficiency Plan33
16Leases33
COMPLIANCE, R****EGULATION AND C****ONTINGENCIES
17Income Taxes34
18Contingencies and Other Matters34
R****ESULTS D****ETAILS
19Segment Information36

Note 1 – Description of Business

Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as "Cigna," the "Company," "we," "our" or "us") is a global health services organization with a mission of helping those we serve improve their health, well-being and peace of mind by making health care affordable, predictable and simple. Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental and supplemental products and services.

The majority of these products are offered through employers and other groups such as governmental and non-governmental organizations, unions and associations. Cigna also offers commercial health and dental insurance and Medicare products to individuals in the United States and selected international markets. In addition to these ongoing operations, Cigna also has certain run-off operations.

Details of the Company's reporting segments and recent changes are provided below:

On July 1, 2022, the Company completed the sale of its life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb INA Holdings, Inc. ("Chubb") for approximately $5.4 billion in cash (the "Chubb transaction") (see Notes 4 and 5). During the fourth quarter of 2021, in connection with the Chubb transaction, we revised our business reporting structure and adjusted our segment reporting accordingly. Segment results for the three and nine months ended September 30, 2021 have been restated to conform to the new segment presentation (see Note 19).

A full description of our segments follows:

Evernorth includes a broad range of coordinated and point solution health services and capabilities, as well as those from partners across the health care system, in pharmacy benefits services, specialty pharmacy and care services, which are provided to health plans, employers, government organizations and health care providers.

Cigna Healthcare includes U.S. Commercial, U.S. Government and International Health operating segments that provide comprehensive medical and coordinated solutions to clients and customers. U.S. Commercial products and services include medical, pharmacy, behavioral health, dental, vision, health advocacy programs and other products and services for insured and self-insured customers. U.S. Government solutions include Medicare Advantage, Medicare Supplement and Medicare Part D plans for seniors and individual health insurance plans both on and off the public exchanges. International Health solutions include health care coverage in our international markets, as well as health care benefits for globally mobile individuals and employees of multinational organizations.

Other Operations contains the remainder of our business operations, consisting of the following:

  • Ongoing business:**

  • Corporate-Owned Life Insurance ("COLI")** offers permanent insurance contracts sold to corporations to provide coverage on the lives of certain employees for the purpose of financing employer-paid future benefit obligations.

  • Exiting businesses:**

  • International Life, Accident and Supplemental Benefits Businesses** in six countries sold on July 1, 2022 pursuant to the Chubb transaction.

  • Our interest in a joint venture in Türkiye:** In October 2022, we entered into an agreement to sell our interest to our partner. We are targeting to close the transaction by the end of 2022, subject to applicable regulatory approvals and customary closing conditions.

  • Run-off businesses:

  • Reinsurance: predominantly comprised of guaranteed minimum death benefit ("GMDB") and guaranteed minimum income benefit ("GMIB") business effectively exited through reinsurance with Berkshire Hathaway Life Insurance Company of Nebraska ("Berkshire") in 2013.

  • Settlement Annuity and other businesses in run-off.

  • Individual Life Insurance and Annuity and Retirement Benefits businesses: deferred gains from the sales of these businesses.

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

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements include the accounts of Cigna Corporation and its consolidated subsidiaries. Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

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

These interim Consolidated Financial Statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of financial position and results of operations for the periods reported. The interim Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes included in the 2021 Annual Report on Form 10-K ("2021 Form 10-K"). The preparation of interim Consolidated Financial Statements necessarily relies heavily on estimates. This and other factors, including the seasonal nature of portions of the health care and related benefits business, competitive and other market conditions, as well as COVID-19 related impacts, call for caution in estimating full-year results based on interim results of operations.

Recent Accounting Pronouncements

There were no new accounting standards adopted as of September 30, 2022 that had a material impact on our financial statements. There are no accounting pronouncements not yet adopted, with the exception of Accounting Standards Update 2018-12, Targeted Improvements to the Accounting for Long-Duration Contracts ("LDTI") that are expected to impact Cigna's operations or our financial statements.

Targeted Improvements to the Accounting for Long-Duration Contracts (ASU 2018-12) and related amendments

Effective date of January 1, 2023 for Cigna (early adoption permitted) and requires the following key provisions (for insurance entities that issue long-duration contracts):

  • Changes to the measurement of the future policy benefits liability for traditional and limited-pay insurance contracts:

  • Assumptions used to measure cash flows (such as mortality, morbidity and lapse assumptions) to be updated at least annually with the effect of changes in those assumptions remeasured retrospectively and reflected in current period Net income.

  • Discount rate assumptions to be updated quarterly based on market-level yields for low credit risk fixed income instruments ("upper-medium grade fixed-income instrument"), with any changes reflected in other comprehensive income. The upper-medium grade fixed-income instrument yield is interpreted to mean A-rated.

  • Deferred policy acquisition costs ("DAC") related to long-duration insurance contracts to be amortized on a constant-level basis over the expected term of the related contracts. Other related deferred or capitalized balances (such as unearned revenue liability and value of business acquired) may use this simplified amortization method.

  • Market risk benefits (defined as protecting the contractholder from other-than-nominal capital market risk and exposing the insurer to that risk) to be measured at fair value, with changes in fair value recognized in Net income each period, except for the effect of changes in the insurance entity's credit risk to be recognized in other comprehensive income.

  • Additional disclosures, including disaggregated roll forwards for the liability for future policy benefits, market risk benefits, separate account liabilities and DAC, as well as information about significant inputs, judgments, assumptions and methods used in measurement.

  • Transition methods at adoption vary:

  • Changes to the liability for future policy benefits to use a modified retrospective approach applied to all outstanding contracts on the basis of their existing carrying amounts as of the beginning of the earliest period presented, with an option to elect a full retrospective transition under certain criteria. Remeasuring the future policy benefits liability for the discount rate to be recorded through Accumulated other comprehensive loss at transition.

  • DAC to follow the transition method used for future policyholder benefits.

  • Market risk benefits to be transitioned retrospectively and measured at fair value at the beginning of the earliest period presented. The difference between this fair value and carrying value to be recognized in the opening balance

of retained earnings, excluding the effect of credit risk changes that are to be recognized in Accumulated other comprehensive loss.

Expected effects:

  • The new guidance will apply to our long-duration insurance products predominantly within the Cigna Healthcare segment and Other Operations.

  • The Company developed a cross-functional implementation project plan and is executing on the necessary changes to our systems, processes and controls.

  • The Company will adopt the standard on January 1, 2023, using the modified retrospective transition method for changes to the liability for future policy benefits and DAC. We currently do not expect the impact of adoption to be material to Shareholders' equity.

  • While we currently do not expect adoption to result in a material restatement of prior periods, we continue to model the new requirements of the standard and their impacts to financial results across various products. It is possible that our income recognition pattern could change for several reasons:

  • Applying periodic assumption updates, versus the current locked-in model, may change our timing of profit or loss recognition.

  • DAC amortization will be on a constant level basis over the expected term of the related contracts and no longer tied to the emergence of profit on such contracts.

  • Features, such as the Company's GMDB product, that provide market-risk benefits are not currently measured at fair value, so these liabilities and related reinsurance recoverables will become subject to market sensitivity, notably to interest rates.

In July 2022, the Financial Accounting Standards Board ("FASB") issued a proposed standard for comment that would simplify the retrospective adoption of LDTI. The proposal would permit companies to make an accounting policy election to exclude contracts that are sold and removed from the balance sheet prior to the effective date of the standard from the retrospective adoption of LDTI. If the FASB approves the proposed standard, Cigna expects to make this policy election for the contracts sold in the Chubb transaction.

Note 3 – Accounts Receivable, Net

The following amounts were included within Accounts receivable, net:

(In millions)September 30, 2022December 31, 2021
Noninsurance customer receivables$7,544$6,274
Pharmaceutical manufacturers receivables7,0055,463
Insurance customer receivables2,4062,932
Other receivables320456
Total15,125
Accounts receivable, net classified as Assets of businesses held for sale(54)
Accounts receivable, net per Consolidated Balance Sheets$17,275$15,071

These receivables are reported net of our allowances of $1.7 billion as of September 30, 2022 and $1.4 billion as of December 31, 2021. These allowances include contractual allowances for certain rebates receivable with pharmaceutical manufacturers and certain receivables from third-party payors, discounts and claims adjustments issued to customers in the form of client credits, an allowance for current expected credit losses and other non-credit adjustments.

The Company's allowance for current expected credit losses was $80 million as of September 30, 2022 and $60 million as of December 31, 2021.

Note 4 – Mergers, Acquisitions and Divestitures

**A.**Divestiture of International Businesses

On July 1, 2022, the Company completed the sale of its life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb for approximately $5.4 billion in cash. The Company recognized a gain of $1.7 billion pre-tax ($1.4 billion after-tax), which includes recognition of previously unrealized capital losses on investments sold and translation loss on foreign currencies (see Note 14 for further information). Also see Note 5 for further information regarding the assets and liabilities of these divested businesses.

**B.**Acquisition of MDLIVE

On April 19, 2021, Cigna acquired 97% of MDLIVE, Inc. ("MDLIVE"), a 24/7 virtual care platform. Combined with Cigna's previously held equity investment, Cigna now owns 100% of MDLIVE. The Company's 2021 Form 10-K includes detailed disclosures of merger consideration, purchase price allocation and intangible assets identified in this transaction. In accordance with GAAP, the total consideration transferred has been allocated to the tangible and intangible net assets acquired based on management's estimates of their fair values and was finalized as of March 31, 2022 with immaterial changes to the purchase price allocation.

The results of MDLIVE have been included in the Company's Consolidated Financial Statements from the date of the acquisition. We remain on track and are nearly complete with MDLIVE integration activities. Revenues from MDLIVE and their results of operations were not material to Cigna's consolidated results of operations for the three and nine months ended September 30, 2021. The pro forma effects of this acquisition for prior periods were not material to our consolidated results of operations.

**C.**Integration and Transaction-related Costs

In the first nine months of 2022 and 2021, the Company incurred costs related to the acquisition of MDLIVE, the sale of the U.S. Group Disability and Life business and the terminated merger with Elevance Health, Inc. ("Elevance"), formerly known as Anthem, Inc. In the first nine months of 2022, the Company also incurred costs related to the Chubb transaction. These costs were $24 million pre-tax ($23 million after-tax) for the three months ended and $112 million pre-tax ($86 million after-tax) for the nine months ended September 30, 2022, compared with $13 million pre-tax ($(35) million after-tax) for the three months ended and $58 million pre-tax ($1 million after-tax) for the nine months ended September 30, 2021. These costs consisted primarily of certain projects to separate or integrate the Company's systems, products and services, fees for legal, advisory and other professional services and certain employment-related costs. After-tax costs for the three and nine months ended September 30, 2021 included a tax benefit from the resolution of a tax matter related to the sold Group Disability and Life business.

Note 5 – Assets and Liabilities of Businesses Held for Sale

On July 1, 2022, the Company completed the sale of its life, accident and supplemental benefits businesses in six countries (Hong Kong, Indonesia, New Zealand, South Korea, Taiwan and Thailand) to Chubb for approximately $5.4 billion in cash. See Note 4 for information on the gain recognized upon sale.

The Company aggregated and classified the assets and liabilities of these businesses as held for sale in our Consolidated Balance Sheet as of December 31, 2021. The assets and liabilities of our interest in a joint venture in Türkiye were also classified as held for sale in our Consolidated Balance Sheet as of December 31, 2021; however, we subsequently agreed to exclude this business from the Chubb transaction and the assets and liabilities are no longer classified as held for sale.

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

(In millions)December 31, 2021
Cash and cash equivalents$406
Investments5,109
Deferred policy acquisition costs2,755
Separate account assets878
Goodwill, other intangible assets and all other assets909
Total assets of businesses held for sale10,057
Insurance and contractholder liabilities4,644
Accounts payable, accrued expenses and other liabilities452
Deferred tax liabilities, net449
Separate account liabilities878
Total liabilities of businesses held for sale$6,423

The held for sale businesses reported Gross unrealized appreciation on securities and derivatives of $137 million and Gross cumulative translation losses on foreign currencies of $209 million within Accumulated other comprehensive loss in our Consolidated Balance Sheet as of December 31, 2021.

Note 6 – Earnings Per Share ("EPS")

Basic and diluted earnings per share were computed as follows:

Three Months Ended
September 30, 2022September 30, 2021
(Shares in thousands, dollars in millions, except per share amounts)BasicEffect of DilutionDilutedBasicEffect of DilutionDiluted
Shareholders' net income$2,757$2,757$1,621$1,621
Shares:
Weighted average303,854303,854335,166335,166
Common stock equivalents3,6633,6632,4132,413
Total shares303,8543,663307,517335,1662,413337,579
EPS$9.07$(0.10)$8.97$4.84$(0.04)$4.80
Nine Months Ended
September 30, 2022September 30, 2021
(Shares in thousands, dollars in millions, except per share amounts)BasicEffect of DilutionDilutedBasicEffect of DilutionDiluted
Shareholders' net income$5,499$5,499$4,249$4,249
Shares:
Weighted average312,434312,434341,583341,583
Common stock equivalents3,2133,2133,1973,197
Total shares312,4343,213315,647341,5833,197344,780
EPS$17.60$(0.18)$17.42$12.44$(0.12)$12.32

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

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Anti-dilutive options—1.51.31.5

The Company held approximately 91.8 million shares of common stock in treasury at September 30, 2022, 71.2 million shares as of December 31, 2021 and 62.6 million shares as of September 30, 2021.

The increase in Treasury stock as of September 30, 2022 and the reduction in weighted average shares outstanding for the three and nine months ended September 30, 2022 was driven in part by 10.4 million shares of our common stock repurchased in July 2022 under the accelerated share repurchase agreements (the "ASR agreements"). Additionally, we expect final settlement of the ASR agreements to occur in the fourth quarter. See Note 8 for additional information.

Note 7 – Debt

The outstanding amounts of debt and finance leases were as follows:

(In millions)September 30, 2022December 31, 2021
Short-term debt
Commercial paper$—$2,027
$500 million, 3.05% Notes due November 2022499495
$17 million, 8.3% Notes due January 202317—
$63 million, 7.65% Notes due March 202363—
$700 million, Floating Rate Notes due July 2023699—
$1,000 million, 3% Notes due July 2023992—
$1,187 million, 3.75% Notes due July 20231,186—
Other, including finance leases3223
Total short-term debt$3,488$2,545
Long-term debt
$17 million, 8.3% Notes due January 2023$—$17
$63 million, 7.65% Notes due March 2023—63
$700 million, Floating Rate Notes due July 2023—699
$1,000 million, 3% Notes due July 2023—985
$1,187 million, 3.75% Notes due July 2023—1,185
$500 million, 0.613% Notes due March 2024499498
$1,000 million, 3.5% Notes due June 2024989983
$900 million, 3.25% Notes due April 2025 (1)873897
$2,200 million, 4.125% Notes due November 20252,1942,193
$1,500 million, 4.5% Notes due February 20261,5031,504
$800 million, 1.25% Notes due March 2026797796
$1,500 million, 3.4% Notes due March 20271,4331,423
$259 million, 7.875% Debentures due May 2027259259
$600 million, 3.05% Notes due October 2027596596
$3,800 million, 4.375% Notes due October 20283,7843,782
$1,500 million, 2.4% Notes due March 20301,4911,490
$1,500 million, 2.375% Notes due March 2031 (1)1,3741,500
$45 million, 8.3% Step Down Notes due January 20334545
$190 million, 6.15% Notes due November 2036190190
$2,200 million, 4.8% Notes due August 20382,1922,192
$750 million, 3.2% Notes due March 2040743743
$121 million, 5.875% Notes due March 2041119119
$448 million, 6.125% Notes due November 2041488490
$317 million, 5.375% Notes due February 2042315315
$1,500 million, 4.8% Notes due July 20461,4661,465
$1,000 million, 3.875% Notes due October 2047989988
$3,000 million, 4.9% Notes due December 20482,9682,967
$1,250 million, 3.4% Notes due March 20501,2361,236
$1,500 million, 3.4% Notes due March 20511,4781,477
Other, including finance leases6928
Total long-term debt$28,090$31,125

(1) The Company has entered into interest rate swap contracts hedging a portion of these fixed-rate debt instruments. See Note 11 for further information about the Company's interest rate risk management and these derivative instruments.

Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below. As of September 30, 2022, there were no outstanding balances under these revolving credit agreements.

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

  • a $3.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2027 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks. Cigna can borrow up to $3.0 billion under the credit agreement for general corporate purposes, with up to $500 million available for issuance of letters of credit.

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

  • a $1.0 billion 364-day revolving credit agreement that will mature in April 2023. Cigna can borrow up to $1.0 billion under the credit agreement for general corporate purposes. This agreement includes the option to "term out" any revolving loans that are outstanding at maturity by converting them into a term loan maturing on the one-year anniversary of conversion.

Each of the Credit Agreements include an option to increase commitments in an aggregate amount of up to $1.5 billion across all three facilities for a maximum total commitment of $6.5 billion. The Credit Agreements allow for borrowings at either a base rate or an adjusted term Secured Overnight Funding Rate ("SOFR") plus, in each case, an applicable margin based on Cigna's senior unsecured credit ratings.

Each of the three facilities is diversified among 22 banks. Each facility also contains customary covenants and restrictions, including a financial covenant that the Company's leverage ratio, as defined in the Credit Agreements, may not exceed 60%, subject to certain exceptions upon the consummation of an acquisition.

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

Commercial Paper. Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker-dealers at any time not to exceed an aggregate amount of $5.0 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. There was no commercial paper outstanding balance as of September 30, 2022.

Debt Covenants. The Company was in compliance with its debt covenants as of September 30, 2022.

Interest Expense. Interest expense on long-term and short-term debt was $317 million for the three months ended and $947 million for the nine months ended September 30, 2022, compared with $312 million for the three months ended and $948 million for the nine months ended September 30, 2021.

Note 8 – Common and Preferred Stock

Dividends

In the first nine months of 2022, Cigna declared quarterly cash dividends of $1.12 per share of Cigna common stock. In 2021, Cigna initiated and declared quarterly cash dividends of $1.00 per share of Cigna common stock.

The following table provides details of Cigna's dividend payments for the nine months ended September 30:

Record DatePayment DateAmount per ShareTotal Amount Paid (in millions)
2022
March 9, 2022March 24, 2022$1.12$357
June 8, 2022June 23, 2022$1.12$352
September 7, 2022September 22, 2022$1.12$341
2021
March 10, 2021March 25, 2021$1.00$345
June 8, 2021June 23, 2021$1.00$342
September 8, 2021September 23, 2021$1.00$330

On October 26, 2022, the Board of Directors declared the fourth quarter cash dividend of $1.12 per share of Cigna common stock to be paid on December 21, 2022 to shareholders of record on December 6, 2022. Cigna currently intends to pay regular quarterly dividends, with future declarations subject to approval by its Board of Directors and the Board's determination that the declaration of dividends remains in the best interests of Cigna and its shareholders. The decision of whether to pay future dividends and the amount of any such dividends will be based on the Company's financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors the Board of Directors may deem relevant.

Accelerated Share Repurchase Agreements

As part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements with Mizuho Markets Americas LLC and Morgan Stanley & Co. LLC (collectively, the "Counterparties") to repurchase $3.5 billion of common stock in aggregate. In July 2022, in accordance with the ASR agreements, we remitted $3.5 billion to the Counterparties and received an initial delivery of 10.4 million shares of our common stock. The final number of shares to be received under the ASR agreements is determined based on the daily Volume-Weighted Average Share Price ("VWAP") of our common stock over the term of the agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreements.

We recorded the payments to the Counterparties as a reduction to Total Shareholders' Equity, consisting of a $2.8 billion increase in Treasury stock, which reflects the value of the initial 10.4 million shares received, and a $700 million decrease in Additional paid-in capital, which reflects the value of the stock held back by the Counterparties pending final settlement of the agreement. The $700 million recorded in Additional paid-in capital will be reclassified to Treasury stock upon settlement of the ASR agreements in the fourth quarter of 2022. The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share on July 1, 2022, the effective date of the ASR agreements.

The final VWAP calculation dates of the ASR agreements are November 2, 2022 and November 3, 2022. In aggregate, we expect to receive an additional 1.9 million shares of our common stock for no additional consideration as the value of this stock was held back by the Counterparties pending final settlement of the agreements. The total number of shares of our common stock repurchased under the ASR agreements is expected to be 12.3 million.

Note 9 – Insurance and Contractholder Liabilities

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

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

September 30, 2022December 31, 2021September 30, 2021
(In millions)CurrentNon-currentTotalCurrentNon-currentTotalTotal
Contractholder deposit funds$365$6,563$6,928$352$6,702$7,054$7,079
Future policy benefits2404,7755,0153129,1949,5069,490
Unearned premiums1,204791,283558418976902
Unpaid claims and claim expenses
Cigna Healthcare4,187634,2504,1591024,2614,325
Other Operations99175274548180728697
Total5,92916,59622,525
Insurance and contractholder liabilities classified as Liabilities of businesses held for sale (1)(611)(4,033)(4,644)
Total insurance and contractholder liabilities per Consolidated Balance Sheets$6,095$11,655$17,750$5,318$12,563$17,881$22,493

(1) Amounts classified as Liabilities of businesses held for sale primarily include $3.8 billion of Future policy benefits, $0.4 billion of Unpaid claims and $0.4 billion of Unearned premiums as of December 31, 2021.

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

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

This liability reflects estimates of the ultimate cost of claims that have been incurred but not reported, including expected development on reported claims, those that have been reported but not yet paid (reported claims in process) and other medical care expenses and services payable that are primarily comprised of accruals for incentives and other amounts payable to health care professionals and facilities. This liability includes amounts from the International Health businesses now reported in Cigna Healthcare following our change in segment reporting in 2021. The prior year roll forward has been updated to reflect this segment change.

The total of incurred but not reported liabilities plus expected development on reported claims, including reported claims in process, was $4.0 billion at September 30, 2022 and $4.1 billion at September 30, 2021.

Activity, net of intercompany transactions, in the unpaid claims liability for the Cigna Healthcare segment for the nine months ended September 30 was as follows:

Nine Months Ended
(In millions)September 30, 2022September 30, 2021
Beginning balance$4,261$3,695
Less: Reinsurance and other amounts recoverable261237
Beginning balance, net4,0003,458
Incurred costs related to:
Current year23,43123,531
Prior years(278)(217)
Total incurred23,15323,314
Paid costs related to:
Current year19,65519,737
Prior years3,4502,986
Total paid23,10522,723
Ending balance, net4,0484,049
Add: Reinsurance and other amounts recoverable202276
Ending balance$4,250$4,325

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

Variances in incurred costs related to prior years' unpaid claims and claim expenses that resulted from the differences between actual experience and the Company's key assumptions for the nine months ended September 30 were as follows:

Nine Months Ended
(Dollars in millions)September 30, 2022September 30, 2021
$% (1)$% (2)
Actual completion factors$810.3%$820.3%
Medical cost trend1970.61350.5
Total favorable variance$2780.9%$2170.8%

(1) Percentage of current year incurred costs as reported for the year ended December 31, 2021.

(2) Percentage of current year incurred costs as reported for the year ended December 31, 2020.

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

**C.**Unpaid Claims and Claim Expenses – Other Operations

Liability balance details. The liability details for unpaid claims and claim expenses are presented in the following table. The liability balance no longer includes the International Health businesses now reported in Cigna Healthcare following our change in segment reporting. The prior year roll forward has been updated to reflect the segment change.

(In millions)September 30, 2022September 30, 2021
Other Operations
Our interest in a joint venture in Türkiye and divested international businesses$6$430
Other Operations268267
Unpaid claims and claim expenses - Other Operations$274$697

Activity in the unpaid claims and claim expenses for the divested international businesses and our interest in a joint venture in Türkiye is presented in the following table. Liabilities associated with Other Operations are excluded because they pertain to obligations for long-duration insurance contracts or, if short-duration, the liabilities have been largely reinsured.

Nine Months Ended
(In millions)September 30, 2022 (1)September 30, 2021
Beginning balance$447$452
Less: Reinsurance4645
Beginning balance, net401407
Incurred claims related to:
Current year497746
Prior years4(1)
Total incurred501745
Paid claims related to:
Current year313526
Prior years187211
Total paid500737
Foreign currency(28)(31)
Divestiture of international businesses(369)—
Ending balance, net5384
Add: Reinsurance146
Ending balance$6$430

(1) Beginning balance includes unpaid claims amounts classified as Liabilities of businesses held for sale.

Reinsurance in the table above reflects amounts due from reinsurers related to unpaid claims liabilities. See Note 10 for additional information on reinsurance.

Note 10 – Reinsurance

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

**A.**Reinsurance Recoverables

The majority of the Company's reinsurance recoverables resulted from acquisition and disposition transactions in which the underwriting company was not acquired. The Company bears the risk of loss if its reinsurers and retrocessionaires do not meet or are unable to meet their reinsurance obligations to the Company. The Company reviews its reinsurance arrangements and establishes reserves against the recoverables. The Company's reinsurance recoverables as of September 30, 2022 are presented in the following table by range of external credit rating and collateral level:

(In millions)Fair value of collateral contractually required to meet or exceed carrying value of recoverableCollateral provisions exist that may mitigate risk of credit loss (3)No collateralTotal
Ongoing Operations
A- equivalent and higher current ratings (1)$—$—$89$89
BBB- to BBB+ equivalent current credit ratings (1)——5858
Not rated131530166
Total recoverables related to ongoing operations (2)1315177313
Acquisition, disposition or run-off activities
A- equivalent and higher current ratings (1)
Lincoln National Life and Lincoln Life & Annuity of New York—2,819—2,819
Berkshire Hathaway Life Insurance Company of Nebraska254469—723
Prudential Retirement Insurance and Annuity (marketed under Empower brand)142——142
Prudential Insurance Company of America385——385
Life Insurance Company of North America—393—393
Other2082016244
Not rated—12315
Total recoverables related to acquisition, disposition or run-off activities9893,713194,721
Total$1,120$3,718$196$5,034
Allowance for uncollectible reinsurance(29)
Total reinsurance recoverables (2)$5,005

(1) Certified by a Nationally Recognized Statistical Rating Organization ("NRSRO").

(2) Includes $179 million of current reinsurance recoverables that are reported in Other current assets.

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

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

**B.**Effective Exit of GMDB and GMIB Business

The Company entered into an agreement with Berkshire to effectively exit the GMDB and GMIB business via a reinsurance transaction in 2013. Berkshire reinsured 100% of the Company's future claim payments in this business, net of other reinsurance arrangements existing at that time. The reinsurance agreement is subject to an overall limit with approximately $3.1 billion remaining at September 30, 2022.

GMDB is accounted for as assumed and ceded reinsurance and GMIB assets and liabilities are reported as derivatives at fair value as discussed below. GMIB assets are reported in Other current assets and Other assets and GMIB liabilities are reported in Accrued

expenses and other liabilities and Other non-current liabilities. Assumptions used in fair value measurement for these assets and liabilities are discussed in Note 10 of the Company's 2021 Form 10-K.

GMDB

The GMDB exposure arises under annuities written by ceding companies that guarantee the benefit received at death. The Company's exposure arises when the guaranteed minimum death benefit exceeds the fair value of the related mutual fund investments at the time of a contractholder's death.

The following table presents the account value, net amount at risk and the number of contractholders for guarantees assumed by the Company in the event of death. The net amount at risk is the amount that the Company would have to pay if all contractholders died as of the specified date. As of September 30, 2022, the account value decreased primarily due to unfavorable equity market performance, which resulted in an increase to the net amount at risk. The Company should be reimbursed in full for these payments unless the Berkshire reinsurance limit is exceeded.

(Dollars in millions, excludes impact of reinsurance ceded)September 30, 2022December 31, 2021
Account value$7,143$9,795
Net amount at risk$2,471$1,392
Number of contractholders (estimated)160,000170,000

GMIB

The Company reinsured contracts with issuers of GMIB products. The Company's exposure represents the excess of a contractually guaranteed amount over the level of variable annuity account values. Payment by the Company depends on the actual account value in the related underlying mutual funds and the level of interest rates when the contractholders elect to receive minimum income payments that can only occur within 30 days of a policy anniversary after the appropriate waiting period. The Company has purchased retrocessional coverage ("GMIB assets") for these contracts including retrocessional coverage from Berkshire.

GMIB liabilities totaling $410 million as of September 30, 2022 and $572 million as of December 31, 2021 are classified as Level 3 because fair value inputs are largely unobservable. The GMIB liabilities reflect the Company's credit risk, while the reinsurance recoverable reflects the credit risk of the reinsurers. There were three reinsurers covering 100% of the GMIB exposures as of September 30, 2022 and December 31, 2021 as follows:

(In millions)
Line of BusinessReinsurerSeptember 30, 2022December 31, 2021Collateral and Other Terms at September 30, 2022
GMIBBerkshire$207$283100% were secured by assets in a trust.
Sun Life Assurance Company of Canada120167
Liberty Re (Bermuda) Ltd.110151100% were secured by assets in a trust.
Total GMIB recoverables reported in Other current assets and Other assets$437$601

All reinsurers are rated A- equivalent and higher by an NRSRO.

Note 11 – Investments

Cigna's investment portfolio consists of a broad range of investments including debt securities, equity securities, commercial mortgage loans, policy loans, other long-term investments, short-term investments and derivative financial instruments. The sections below provide more detail regarding our investment balances and realized investment gains and losses. See Note 12 for information about the valuation of the Company's investment portfolio. Further information about our accounting policies for investment assets can be found in Note 11 of the Company's 2021 Form 10-K.

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

September 30, 2022December 31, 2021
(In millions)CurrentLong-termTotalCurrentLong-termTotal
Debt securities$567$9,263$9,830$796$16,162$16,958
Equity securities67604671—603603
Commercial mortgage loans131,5571,570401,5261,566
Policy loans—1,2101,210—1,3381,338
Other long-term investments—3,6393,639—3,5743,574
Short-term investments136—136428—428
Total1,26423,20324,467
Investments classified as assets of businesses held for sale (1)(344)(4,765)(5,109)
Investments per Consolidated Balance Sheets$783$16,273$17,056$920$18,438$19,358

(1) Investments related to the international life, accident and supplemental benefits businesses that were held for sale as of December 31, 2021. These investments were primarily comprised of debt securities and other long-term investments, and to a lesser extent, equity securities and short-term investments. See Note 4 to the Consolidated Financial Statements for additional information.

**A.**Investment Portfolio

Debt Securities

The amortized cost and fair value by contractual maturity periods for debt securities were as follows at September 30, 2022:

(In millions)Amortized CostFair Value
Due in one year or less$622$596
Due after one year through five years3,7453,459
Due after five years through ten years3,7233,230
Due after ten years2,5442,200
Mortgage and other asset-backed securities392345
Total$11,026$9,830

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

Our allowance for credit losses on debt securities was not material as of September 30, 2022 and December 31, 2021. Gross unrealized appreciation (depreciation) on debt securities by type of issuer is shown below:

(In millions)Amortized CostAllowance for Credit LossUnrealized AppreciationUnrealized DepreciationFair Value
September 30, 2022
Federal government and agency$304$—$41$(12)$333
State and local government43——(3)40
Foreign government377—19(27)369
Corporate9,910(56)76(1,187)8,743
Mortgage and other asset-backed392——(47)345
Total$11,026$(56)$136$(1,276)$9,830
December 31, 2021
Federal government and agency$287$—$101$(1)$387
State and local government154—17—171
Foreign government2,468—194(46)2,616
Corporate12,361(23)1,008(80)13,266
Mortgage and other asset-backed505—17(4)518
Total$15,775$(23)$1,337$(131)$16,958
Investments supporting liabilities of the Company's run-off settlement annuity business (included in total above) (1)$2,262$(5)$720$(10)$2,967

(1) Net unrealized appreciation for these investments is excluded from Accumulated other comprehensive loss. As of September 30, 2022 net unrealized depreciation for these investments is included in Accumulated other comprehensive loss.

Review of declines in fair value. Management reviews impaired debt securities to determine whether a credit loss allowance is needed based on criteria that include:

  • severity of decline;

  • financial health and specific prospects of the issuer; and

  • changes in the regulatory, economic or general market environment of the issuer's industry or geographic region.

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

September 30, 2022December 31, 2021
(Dollars in millions)Fair ValueAmortized CostUnrealized DepreciationNumber of IssuesFair ValueAmortized CostUnrealized DepreciationNumber of Issues
One year or less
Investment grade$6,101$6,959$(858)1,798$2,785$2,861$(76)909
Below investment grade1,0941,214(120)1,307561578(17)781
More than one year
Investment grade720965(245)325382412(30)143
Below investment grade257310(53)256162170(8)53
Total$8,172$9,448$(1,276)3,686$3,890$4,021$(131)1,886

Equity Securities

The following table provides the values of the Company's equity security investments as of September 30, 2022 and December 31, 2021:

September 30, 2022December 31, 2021
(In millions)CostCarrying ValueCostCarrying Value
Equity securities with readily determinable fair values$693$210$257$207
Equity securities with no readily determinable fair value358461270396
Total$1,051$671$527$603

Approximately 65% of our investments in equity securities are in the health care sector, consistent with our strategy to invest in targeted startup and growth-stage companies in the health care industry.

Commercial Mortgage Loans

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

The Company regularly evaluates and monitors credit risk from the initial mortgage loan underwriting and throughout the investment holding period. For more information on the Company's accounting policies and methodologies regarding these investments, see Note 11 to the Company's 2021 Form 10-K for the year ended December 31, 2021.

The following table summarizes the credit risk profile of the Company's commercial mortgage loan portfolio as of September 30, 2022 and December 31, 2021:

(Dollars in millions)September 30, 2022December 31, 2021
Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value Ratio
Below 60%$8482.21$5602.18
60% to 79%5651.498831.89
80% to 100%1071.211291.47
Greater than 100%631.04——
Allowance for credit losses(13)(6)
Total$1,5701.8459%$1,5661.9661%

Other Long-Term Investments

Other long-term investments include investments in unconsolidated entities, including certain limited partnerships and limited liability companies holding real estate, securities or loans. These investments are carried at cost plus the Company's ownership percentage of reporting income or loss, based on the financial statements of the underlying investments that are generally reported at fair value. Income or loss from these investments is reported on a one quarter lag due to the timing of when financial information is received from the general partner or manager of the investments.

Other long-term investments also include investment real estate carried at depreciated cost less any impairment write-downs to fair value when cash flows indicate that the carrying value may not be recoverable. Additionally, statutory and other restricted deposits and foreign currency swaps carried at fair value are reported in the table below as Other. The following table provides the carrying value information for these investments:

Carrying Value as of
(In millions)September 30, 2022December 31, 2021
Real estate investments$1,231$1,152
Securities partnerships2,0912,272
Other317150
Total$3,639$3,574

**B.**Derivative Financial Instruments

The Company uses derivative financial instruments to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities. The Company also uses derivative financial instruments to hedge the risk of changes in the net assets of certain of its foreign subsidiaries due to changes in foreign currency exchange rates and to hedge the interest rate risk of certain long-term debt. The Company has written and purchased GMIB reinsurance contracts in its run-off reinsurance business that are accounted for as freestanding derivatives as discussed in Note 10. Derivatives in the Company's separate accounts are excluded from the following discussion because associated gains and losses generally accrue directly to separate account policyholders.

The gross fair values of our derivative financial instruments are presented in Note 12. Although we may incur a loss if dealers failed to perform under derivative contracts, collateral has been posted to cover substantially all of the net fair value owed to the Company. As of September 30, 2022 and December 31, 2021, the effects of derivative financial instruments used in these individual hedging strategies were not material to the Consolidated Financial Statements. The following table summarizes the types and notional quantity of derivative instruments held by the Company:

Notional Value as of
(In millions)September 30, 2022December 31, 2021
PurposeType of Instrument
Fair value hedge: To hedge the foreign exchange-related changes in fair values of certain foreign-denominated bonds. The notional value of these derivatives matches the amortized cost of the hedged bonds. A majority of these instruments are denominated in Euros, with the remaining instruments denominated in British Pounds Sterling and Australian Dollars.Foreign currency swap contracts$1,078$1,081
Fair value hedge: To convert a portion of the interest rate exposure on the Company's long-term debt from fixed to variable rates. This more closely aligns the Company's interest expense with the interest income received on its cash equivalent and short-term investment balances. The variable rates are benchmarked to SOFR.Interest rate swap contracts$1,500$750
Net investment hedge: To reduce the risk of changes in net assets due to changes in foreign currency spot exchange rates for certain foreign subsidiaries that conduct their business principally in currencies other than the U.S. Dollar. The notional value of hedging instruments matches the hedged amount of subsidiary net assets. Foreign currency swap contracts are denominated in Euros, while foreign currency forward contracts are primarily denominated in Korean Won, with the remaining instruments denominated in New Zealand Dollars and Taiwan Dollars.Foreign currency swap contracts$460$526
Foreign currency forward contracts (1)$—$1,380
Economic hedge: To hedge the foreign exchange-related changes in fair value of U.S. dollar-denominated investment assets to reflect the local currency for the Company's foreign subsidiary in South Korea. The notional value of hedging instruments generally aligns with the fair value of the hedged investments.Foreign currency forward contracts (1)$—$720

(1) These instruments were associated with the international life, accident and supplemental benefits businesses that were disposed in the Chubb transaction as discussed in Note 4 to the Consolidated Financial Statements.

As there have been no changes to the types of derivative financial instruments the Company uses, refer to the Company's 2021 Form 10-K for further discussion on our accounting policy.

**C.**Realized Investment Gains and Losses

The following realized gains and losses on investments exclude amounts required to adjust future policy benefits for the run-off settlement annuity business (consistent with accounting for a premium deficiency), as well as realized gains and losses attributed to the Company's separate accounts because those gains and losses generally accrue directly to separate account policyholders:

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Net realized investment (losses) gains, excluding credit loss expense and asset write-downs$(65)$44$(455)$114
Credit loss (expense) recoveries(16)24(40)14
Net realized investment (losses) gains, before income taxes$(81)$68$(495)$128

Net realized investment losses for the nine months ended September 30, 2022 were primarily due to mark-to-market losses on a strategic health care equity securities investment.

Note 12 – Fair Value Measurements

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

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

The Company's financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level

3). An asset's or a liability's classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument's fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).

For a description of the policies, methods and assumptions that are used to estimate fair value and determine the fair value hierarchy for each class of financial instruments, see Note 12 "Fair Value Measurements" to the Company's 2021 Form 10-K.

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

The following table provides information as of September 30, 2022 and December 31, 2021 about the Company's financial assets and liabilities carried at fair value. Separate account assets are also recorded at fair value on the Company's Consolidated Balance Sheets and are reported separately in the Separate Accounts section below as gains and losses related to these assets generally accrue directly to contractholders:

(In millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
As of September 30, 2022As of December 31, 2021As of September 30, 2022As of December 31, 2021As of September 30, 2022As of December 31, 2021As of September 30, 2022As of December 31, 2021
Financial assets at fair value
Debt securities
Federal government and agency$141$147$192$240$—$—$333$387
State and local government——40171——40171
Foreign government——3692,611—53692,616
Corporate——8,32012,6064236608,74313,266
Mortgage and other asset-backed——26441881100345518
Total debt securities1411479,18516,0465047659,83016,958
Equity securities (1)616204160—31210207
Short-term investments——131428——131428
Derivative assets (2)——340143——340143
Financial liabilities at fair value
Derivative liabilities$—$—$—$33$—$—$—$33

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

(2) Derivative assets above include $5 million as of September 30, 2022 that are presented in the Short-term investments category disclosed in Note 11. See Note 11 for more information on our Derivative Financial Instruments.

Level 3 Financial Assets and Financial Liabilities

Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and significant to their resulting fair value measurement. Unobservable inputs reflect the Company's best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date.

Quantitative Information about Unobservable Inputs

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

The following table summarizes the fair value and significant unobservable inputs that were developed directly by the Company and used in pricing these debt securities as of September 30, 2022 and December 31, 2021. The range and weighted average basis point ("bps") amounts for liquidity reflect the Company's best estimates of the unobservable adjustments a market participant would make to calculate these fair values.

Fair Value as ofUnobservable Adjustment Range (Weighted Average by Quantity) as of
(Fair value in millions)September 30, 2022December 31, 2021Unobservable input September 30, 2022September 30, 2022December 31, 2021
Debt securities
Corporate and government debt securities$422$664Liquidity40 - 1290 (320)bps60 - 1060 (410)bps
Mortgage and other asset-backed securities81100Liquidity60 - 520 (190)bps60 - 390 (100)bps
Other debt securities11
Total Level 3 debt securities$504$765

A significant increase in liquidity spread adjustments would result in a lower fair value measurement, while a decrease would result in a higher fair value measurement.

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

The following table summarizes the changes in financial assets and financial liabilities classified in Level 3 for the three and nine months ended September 30, 2022 and 2021. Gains and losses reported in the table may include net changes in fair value that are attributable to both observable and unobservable inputs.

For the Three Months Ended September 30,For the Nine Months Ended September 30,
(In millions)2022202120222021
Debt and Equity Securities
Beginning balance$512$854$796$854
Gains (losses) included in Shareholders' net income4314(8)
(Losses) gains included in Other comprehensive income (loss)(34)2(62)(7)
Gains (losses) required to adjust future policy benefits for settlement annuities (1)231—(6)
Purchases, sales and settlements
Purchases8137157108
Sales—(36)—(36)
Settlements(54)(1)(206)(26)
Total purchases, sales and settlements27—(49)46
Transfers into/(out of) Level 3
Transfers into Level 3658124181
Transfers out of Level 3(34)(19)(319)(161)
Total transfers into/(out of) Level 3(28)39(195)20
Ending balance$504$899$504$899
Total (losses) included in Shareholders' net income attributable to instruments held at the reporting date$—$(3)$(2)$(3)
Change in unrealized gains or losses included in Other comprehensive income (loss) for assets held at the end of the reporting period$(33)$2$(60)$(8)

(1) Amounts do not accrue to shareholders.

Total gains and losses included in Shareholders' net income in the tables above are reflected in the Consolidated Statements of Income as Net realized investment (losses) gains and Net investment income.

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

Transfers into or out of the Level 3 category occur when unobservable inputs, such as the Company's best estimate of what a market participant would use to determine a current transaction price, become more or less significant to the fair value measurement. Market activity typically decreases during periods of economic uncertainty and this decrease in activity reduces the availability of market observable data. As a result, the level of unobservable judgment that must be applied to the pricing of certain instruments increases and is typically observed through the widening of liquidity spreads. Transfers between Level 2 and Level 3 during 2022 and 2021 primarily reflected changes in liquidity estimates for certain private placement issuers across several sectors. See discussion under Quantitative Information about Unobservable Inputs above for more information.

Separate Accounts

The investment income and fair value gains and losses of Separate account assets generally accrue directly to the contractholders and, together with their deposits and withdrawals, are excluded from the Company's Consolidated Statements of Income and Cash Flows.

Fair values of Separate account assets at September 30, 2022 and December 31, 2021 were as follows:

(In millions)Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
September 30, 2022December 31, 2021September 30, 2022December 31, 2021September 30, 2022December 31, 2021September 30, 2022December 31, 2021
Guaranteed separate accounts (See Note 18)$195$227$386$276$—$—$581$503
Non-guaranteed separate accounts (1)1941,1305,4426,4062113345,8477,870
Subtotal$389$1,357$5,828$6,682$211$3346,4288,373
Non-guaranteed separate accounts priced at net asset value ("NAV") as a practical expedient (1)832842
Total9,215
Separate account assets of businesses classified as held for sale (2)(878)
Separate account assets per Consolidated Balance Sheets$7,260$8,337

*(1)*Non-guaranteed separate accounts include $4.0 billion as of September 30, 2022 and $4.5 billion as of December 31, 2021 in assets supporting the Company's pension plans, including $0.2 billion classified in Level 3 as of September 30, 2022 and $0.3 billion as of December 31, 2021.

*(2)*Investments related to the international life, accident and supplemental benefits businesses that were held for sale as of December 31, 2021. See Note 4 to the Consolidated Financial Statements for additional information.

.

Separate account assets classified in Level 3 primarily support Cigna's pension plans and include certain newly-issued, privately-placed, complex or illiquid securities that are priced using methods discussed above, as well as commercial mortgage loans. Activity, including transfers into and out of Level 3, was not material for the three and nine months ended September 30, 2022 or 2021.

Separate account investments in securities partnerships, real estate and hedge funds are generally valued based on the separate account's ownership share of the equity of the investee (NAV as a practical expedient), including changes in the fair values of its underlying investments. Substantially all of these assets support the Cigna pension plans. The following table provides additional information on these investments:

Fair Value as ofUnfunded Commitment as of September 30, 2022Redemption Frequency (if currently eligible)Redemption Notice Period
(In millions)September 30, 2022December 31, 2021
Securities partnerships$475$513$263Not applicableNot applicable
Real estate funds353325—Quarterly30 - 90 days
Hedge funds44—Up to annually, varying by fund30 - 90 days
Total$832$842$263

As of September 30, 2022, the Company does not have plans to sell any of these assets at less than fair value. These investments are structured to satisfy longer-term investment objectives. Securities partnerships are contractually non-redeemable and the underlying investment assets are expected to be liquidated by the fund managers within ten years after inception.

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

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

For the nine months ended September 30, 2022 and 2021, impairments recognized requiring these assets to be measured at fair value were not material. Realized investment gains and losses from these observable price changes for the three and nine months ended September 30, 2022 and September 30, 2021 were not material.

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

The following table includes the Company's financial instruments not recorded at fair value, however fair value disclosure is required at September 30, 2022 and December 31, 2021. In addition to universal life products and finance leases, financial instruments that are carried in the Company's Consolidated Financial Statements at amounts that approximate fair value are excluded from the following table:

Classification in Fair Value HierarchySeptember 30, 2022December 31, 2021
(In millions)Fair ValueCarrying ValueFair ValueCarrying Value
Commercial mortgage loansLevel 3$1,439$1,570$1,598$1,566
Long-term debt, including current maturities, excluding finance leasesLevel 2$28,411$31,477$35,621$31,593

Note 13 – Variable Interest Entities

We perform ongoing qualitative analyses of our involvement with variable interest entities to determine if consolidation is required. The Company determined that it was not a primary beneficiary in any material variable interest entity as of September 30, 2022 or December 31, 2021. The Company's involvement with variable interest entities for which it is not the primary beneficiary has not changed materially from December 31, 2021. For details of our accounting policy for variable interest entities and the composition of variable interest entities with which the Company is involved, refer to Note 13 in the Company's 2021 Form 10-K. The Company has not provided, and does not intend to provide, financial support to any of these variable interest entities in excess of its maximum exposure.

Note 14 – Accumulated Other Comprehensive Income (Loss) ("AOCI")

AOCI includes net unrealized (depreciation) appreciation on securities and derivatives (excluding appreciation on investments supporting future policy benefit liabilities of the run-off settlement annuity business) (see Note 11), foreign currency translation and the net postretirement benefits liability adjustment. AOCI includes the Company's share from unconsolidated entities reported on the equity method. Generally, tax effects in AOCI are established at the currently enacted tax rate and reclassified to Shareholders' net income in the same period that the related pre-tax AOCI reclassifications are recognized. Changes in the components of AOCI were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Securities and Derivatives
Beginning balance$(285)$749$685$900
(Depreciation) appreciation on securities and derivatives(259)59(1,505)(113)
Tax (expense) benefit(22)(16)2339
Net (depreciation) appreciation on securities and derivatives(281)43(1,272)(104)
Reclassification adjustment for losses included in Shareholders' net income (Gain on sale of businesses)171—171—
Reclassification adjustment for losses (gains) included in Shareholders' net income (Net realized investment (losses) gains)14(14)41(20)
Reclassification adjustment for tax (benefit) expense included in Shareholders' net income(3)3(9)5
Net losses (gains) reclassified from AOCI to Shareholders' net income182(11)203(15)
Other comprehensive (loss) income, net of tax(99)32(1,069)(119)
Ending balance$(384)$781$(384)$781
Translation of foreign currencies
Beginning balance$(499)$(113)$(233)$(15)
Translation of foreign currencies(105)(118)(345)(216)
Tax benefit (expense)1(7)(28)(12)
Net translation of foreign currencies(104)(125)(373)(228)
Reclassification adjustment for losses included in Net income (Gain on sale of businesses)236—236—
Reclassification adjustment for tax expense included in Net income29—29—
Net translation losses reclassified from AOCI to Net income265—265—
Translation of foreign currencies131(118)(109)(216)
Tax benefit (expense)30(7)1(12)
Other comprehensive income (loss), net of tax161(125)(108)(228)
Less: Net translation gain (loss) on foreign currencies attributable to noncontrolling interests1(1)(2)(6)
Shareholders' other comprehensive income (loss), net of tax160(124)(106)(222)
Ending balance$(339)$(237)$(339)$(237)
Postretirement benefits liability
Beginning balance$(1,296)$(1,713)$(1,336)$(1,746)
Reclassification adjustment for amortization of net prior actuarial losses and prior service costs (Interest expense and other)17215060
Reclassification adjustment for (gains) included in Shareholders' net income (Gain on sale of businesses)(2)—(2)—
Reclassification adjustment for settlement (Interest expense and other)———4
Reclassification adjustment for tax (benefit) included in Shareholders' net income(5)(5)(12)(15)
Net adjustments reclassified from AOCI to Shareholders' net income10163649
Valuation update——18—
Tax (expense)——(4)—
Net change due to valuation update——14—
Other comprehensive income, net of tax10165049
Ending balance$(1,286)$(1,697)$(1,286)$(1,697)

Note 15 – Organizational Efficiency Plan

During the fourth quarter of 2021, the Company approved a strategic plan to further leverage its ongoing growth to drive operational efficiency through enhancements to organizational structure and increased use of automation and shared services. As a result, during the fourth quarter of 2021, we recognized a charge in Selling, general and administrative expenses of $168 million, pre-tax ($119 million, after-tax) that included $59 million of one-time expenses related to abandonment of leased assets and impairment of property and equipment as well as $109 million of accrued expenses primarily for severance costs related to headcount reductions.

As previously anticipated, during the second quarter of 2022, the Company updated our strategic plan and recognized an additional charge in Selling, general and administrative expenses of $22 million, pre-tax ($17 million, after-tax) related to accrued expenses primarily for severance costs.

The following table summarizes a roll forward of the accrued liability recorded in Accrued expenses and other liabilities:

(In millions)
Balance, December 31, 2021$103
2022 payments(65)
Second quarter 2022 charge22
Balance, September 30, 2022$60

We expect most of the accrued liability to be paid by the end of 2023.

Note 16 – Leases

Operating and finance lease right-of-use ("ROU") assets and lease liabilities were as follows:

(In millions)September 30, 2022December 31, 2021
Operating leases: (1)
Operating lease ROU assets in Other assets$396$478
Accrued expenses and other liabilities$133$159
Other non-current liabilities368436
Total operating lease liabilities$501$595
Finance leases:
Property and equipment, gross$147$101
Accumulated depreciation(46)(51)
Property and equipment, net$101$50
Short-term debt$32$23
Long-term debt6928
Total finance lease liabilities$101$51

(1) Operating leases include $27 million as of December 31, 2021 classified as Assets of businesses held for sale and $28 million as of December 31, 2021 classified as Liabilities of businesses held for sale.

Note 17 – Income Taxes

Income Tax Expense

The 20.4% effective tax rate for the three months ended September 30, 2022 and the 21.0% effective tax rate for the nine months ended September 30, 2022 were each lower than the 20.6% rate for the three months ended September 30, 2021 and the 21.7% rate for the nine months ended September 30, 2021. These decreases are driven largely by a foreign tax rate differential, including the impact of the Chubb transaction.

As of September 30, 2022, we had approximately $360 million in deferred tax assets ("DTAs") associated with unrealized investment losses that are primarily recorded in Accumulated other comprehensive loss. We have determined that a valuation allowance against the DTAs is not currently required based on the Company's ability to carryback losses and other known investment strategies. We will monitor and evaluate the need for any valuation allowance in the future.

Note 18 – Contingencies and Other Matters

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

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

The Company guarantees that separate account assets will be sufficient to pay certain life insurance or retiree benefits. For the majority of these benefits, the sponsoring employers are primarily responsible for ensuring that assets are sufficient to pay these benefits and are required to maintain assets that exceed a certain percentage of benefit obligations. If employers fail to do so, the Company or an affiliate of the buyer of the retirement benefits business has the right to redirect the management of the related assets to provide for benefit payments. As of September 30, 2022, employers maintained assets that generally exceeded the benefit obligations under these arrangements of approximately $420 million. An additional liability is established if management believes that the Company will be required to make payments under the guarantees; there were no additional liabilities required for these guarantees, net of reinsurance, as of September 30, 2022. Separate account assets supporting these guarantees are classified in Levels 1 and 2 of the GAAP fair value hierarchy.

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

**B.**Certain Other Guarantees

The Company had indemnification obligations as of September 30, 2022 in connection with acquisition and disposition transactions. These indemnification obligations are triggered by the breach of representations or covenants provided by the Company, such as representations for the presentation of financial statements, filing of tax returns, compliance with law or identification of outstanding litigation. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential amount due is subject to contractual limitations based on a percentage of the transaction purchase price, while in other cases limitations are not specified or applicable. The Company does not believe that it is possible to determine the maximum potential amount due under these obligations because not all amounts due under these indemnification obligations are subject to limitation. There were no liabilities for these indemnification obligations as of September 30, 2022.

**C.**Guaranty Fund Assessments

The Company operates in a regulatory environment that may require its participation in assessments under state insurance guaranty association laws. The Company's exposure to assessments for certain obligations of insolvent insurance companies to policyholders and claimants is based on its share of business written in the relevant jurisdictions.

There were no material charges or credits resulting from existing or new guaranty fund assessments for the nine months ended September 30, 2022.

**D.**Legal and Regulatory Matters

The Company is routinely involved in numerous claims, lawsuits, regulatory inquiries and audits, government investigations, including under the federal False Claims Act and state false claims acts initiated by a government investigating body or by a qui tam relator's filing of a complaint under court seal, and other legal matters arising, for the most part, in the ordinary course of managing a

global health services business. Additionally, the Company has received and is cooperating with subpoenas or similar processes from various governmental agencies requesting information, all arising in the normal course of its business. Disputed tax matters arising from audits by the Internal Revenue Service or other state and foreign jurisdictions, including those resulting in litigation, are accounted for under GAAP guidance for uncertain tax positions.

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

Litigation Matters

Express Scripts Litigation with Elevance. In March 2016, Elevance filed a lawsuit in the United States District Court for the Southern District of New York alleging various breach of contract claims against Express Scripts relating to the parties' rights and obligations under the periodic pricing review section of the pharmacy benefit management agreement between the parties including allegations that Express Scripts failed to negotiate new pricing concessions in good faith, as well as various alleged service issues. Elevance also requested that the court enter declaratory judgment that Express Scripts is required to provide Elevance competitive benchmark pricing, that Elevance can terminate the agreement and that Express Scripts is required to provide Elevance with post-termination services at competitive benchmark pricing for one year following any termination by Elevance. Elevance claims it is entitled to $13 billion in additional pricing concessions over the remaining term of the agreement, as well as $1.8 billion for one year following any contract termination by Elevance and $150 million damages for service issues ("Elevance's Allegations"). On April 19, 2016, in response to Elevance's complaint, Express Scripts filed its answer denying Elevance's Allegations in their entirety and asserting affirmative defenses and counterclaims against Elevance. The court subsequently granted Elevance's motion to dismiss two of six counts of Express Scripts' amended counterclaims. Express Scripts filed its Motion for Summary Judgment on August 27, 2021. Elevance completed filing of its Response to Express Scripts' Motion for Summary Judgment on October 16, 2021. Express Scripts filed its Reply in Support of its Motion for Summary Judgment on November 19, 2021. On March 31, 2022, the court granted summary judgment in favor of Express Scripts on all of Elevance's pricing claims for damages totaling $14.8 billion and on most of Elevance's claims relating to service issues. Elevance's only remaining service claims relate to the review or processing of prior authorizations. On June 10, 2022, Express Scripts filed a Motion for Partial Summary Judgment seeking to limit Elevance's remaining prior authorization claims and a Motion to Exclude certain opinions offered by its experts. Elevance filed its opposition to both motions, and a cross-motion to submit a supplemental expert report, on July 9, 2022. Express Scripts' pending Motions were fully briefed at the end of July 2022.

Medicare Advantage. A qui tam action that was filed by a private individual on behalf of the government in the United States District Court for the Southern District of New York in 2017 was unsealed on August 6, 2020. The action asserts claims related to risk adjustment practices arising from certain health exams conducted as part of the Company's Medicare Advantage business. In September 2021, the qui tam action was transferred to the United States District Court for the Middle District of Tennessee. On January 11, 2022, the U.S. Department of Justice ("DOJ") (U.S. Attorney's Offices for the Southern District of New York and the Middle District of Tennessee) filed a motion to partially intervene, which was granted on August 2, 2022. On October 14, 2022, the DOJ filed its complaint-in-intervention alleging that certain diagnoses made during in-home exams were invalid for risk adjustment purposes. Cigna's response is due by December 16, 2022.

Regulatory Matters

Civil Investigative Demand. The DOJ is conducting industry-wide investigations of Medicare Advantage organizations' risk adjustment practices. For certain Medicare Advantage organizations, including Cigna, those investigations have resulted in litigation (see "Litigation Matters—Medicare Advantage" above). The Company is currently responding to information requests (civil investigative demands) from the DOJ (U.S. Attorney's Office for the Eastern District of Pennsylvania). The Company is cooperating with the DOJ and has responded and continues to respond to its requests.

Note 19 – Segment Information

See Note 1 for a description of our segments, including the segment change effective in the fourth quarter of 2021. Prior year segment information has been adjusted to reflect the segment change and a description of our basis of reporting segment operating results is outlined below. Intersegment revenues primarily reflect pharmacy-related transactions between the Evernorth and Cigna Healthcare segments.

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 best reflect the underlying results of business operations and permit analysis of trends in underlying revenue, expenses and profitability. We define pre-tax adjusted income from operations as income before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net realized investment results, amortization of acquired intangible assets, and special items. Cigna's share of certain realized 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 believes are not representative of the underlying results of operations due to their nature or size. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results.

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

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

The following tables present the special items recorded by the Company for the three and nine months ended September 30, 2022 and 2021:

Three Months EndedNine Months Ended
(In millions)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Description of Special Item Charges (Benefits) and Financial Statement Line Item(s)After-taxBefore-taxAfter-taxBefore-taxAfter-taxBefore-taxAfter-taxBefore-tax
Integration and transaction-related costs (benefits) (Selling, general and administrative expenses)$23$24$(35)$13$86$112$1$58
Charge for organizational efficiency plan (Selling, general and administrative expenses)————1722——
(Benefits) associated with litigation matters (Selling, general and administrative expenses)————(20)(28)(21)(27)
(Gain) on sale of businesses(1,388)(1,735)——(1,388)(1,735)——
Debt extinguishment costs——————110141
Total impact from special items$(1,365)$(1,711)$(35)$13$(1,305)$(1,629)$90$172

Summarized segment financial information was as follows:

(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
Three months ended September 30, 2022
Revenues from external customers$34,670$10,328$78$—$45,076
Intersegment revenues1,003667—(1,670)
Net investment income25101753204
Total revenues35,69811,096153(1,667)45,280
Net realized investment results from certain equity method investments—80——80
Adjusted revenues$35,698$11,176$153$(1,667)$45,360
Income (loss) before income taxes$1,200$879$1,752$(340)$3,491
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(17)(1)(4)—(22)
Net realized investment losses (1)—1583—161
Amortization of acquired intangible assets442171—460
Special items
Integration and transaction-related costs———2424
(Gain) on sale of businesses——(1,735)—(1,735)
Pre-tax adjusted income (loss) from operations$1,625$1,053$17$(316)$2,379
(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
Three months ended September 30, 2021
Revenues from external customers$32,668$10,283$869$—$43,820
Intersegment revenues942584—(1,526)
Net investment income4333131—468
Total revenues33,61411,2001,000(1,526)44,288
Net realized investment results from certain equity method investments—22——22
Adjusted revenues$33,614$11,222$1,000$(1,526)$44,310
Income (loss) before income taxes$1,074$1,110$196$(321)$2,059
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(10)(1)(5)—(16)
Net realized investment (gains) losses (1)—(73)27—(46)
Amortization of acquired intangible assets484107—501
Special items
Integration and transaction-related costs———1313
Pre-tax adjusted income (loss) from operations$1,548$1,046$225$(308)$2,511

(1) Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.

(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
Nine months ended September 30, 2022
Revenues from external customers$100,675$31,411$1,736$—$133,822
Intersegment revenues3,4211,815—(5,236)
Net investment income515453443943
Total revenues104,14733,7712,080(5,233)134,765
Net realized investment results from certain equity method investments—134——134
Adjusted revenues$104,147$33,905$2,080$(5,233)$134,899
Income (loss) before income taxes$3,114$2,943$2,134$(1,166)$7,025
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(41)(2)(11)—(54)
Net realized investment losses (1)—54287—629
Amortization of acquired intangible assets1,329891—1,419
Special items
Integration and transaction-related costs———112112
Charge for organizational efficiency plan———2222
(Benefits) associated with litigation matters———(28)(28)
(Gain) on sale of businesses——(1,735)—(1,735)
Pre-tax adjusted income (loss) from operations$4,402$3,572$476$(1,060)$7,390
(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
Nine months ended September 30, 2021
Revenues from external customers$93,640$30,971$2,610$—$127,221
Intersegment revenues3,1741,683—(4,857)
Net investment income12772385—1,169
Total revenues96,82633,4262,995(4,857)128,390
Net realized investment results from certain equity method investments—12——12
Adjusted revenues$96,826$33,438$2,995$(4,857)$128,402
Income (loss) before income taxes$2,752$3,266$630$(1,178)$5,470
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(21)(2)(16)—(39)
Net realized investment losses (gains) (1)4(163)43—(116)
Amortization of acquired intangible assets1,4493614—1,499
Special items
Integration and transaction-related costs———5858
(Benefits) associated with litigation matters———(27)(27)
Debt extinguishment costs———141141
Pre-tax adjusted income (loss) from operations$4,184$3,137$671$(1,006)$6,986

(1) Includes the Company's share of certain realized investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.

Revenue from external customers includes Pharmacy revenues, Premiums and Fees and other revenues. The following table presents these revenues by product, premium and service type for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30,Nine Months Ended September 30,
(In millions)2022202120222021
Products (Pharmacy revenues) (ASC 606)
Network revenues$16,583$16,488$48,221$47,792
Home delivery and specialty revenues15,58313,79645,55039,911
Other revenues1,6301,7015,0094,708
Intercompany eliminations(1,034)(972)(3,349)(3,326)
Total pharmacy revenues32,76231,01395,43189,085
Insurance premiums (ASC 944)
Cigna Healthcare
U.S. Commercial
Insured3,8213,59111,31210,692
Stop loss1,3841,2254,0533,613
Other3533201,065938
U.S. Government
Medicare Advantage1,9492,0796,0806,287
Medicare Part D2403159861,175
Other1,0291,2413,0073,606
International Health7326462,1461,920
Total Cigna Healthcare9,5089,41728,64928,231
Divested international businesses—8001,5002,418
Other7661219169
Intercompany eliminations2(3)—(6)
Total premiums9,58610,27530,36830,812
Services (Fees) (ASC 606)
Evernorth1,8751,6235,2894,393
Cigna Healthcare1,5301,4334,5044,292
Other Operations—4914
Other revenues(39)23108150
Intercompany eliminations(638)(551)(1,887)(1,525)
Total fees and other revenues2,7282,5328,0237,324
Total revenues from external customers$45,076$43,820$133,822$127,221

Evernorth may also provide certain financial and performance guarantees, including a minimum level of discounts a client may receive, generic utilization rates and various service levels. Clients may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period and the Company defers revenue for any estimated payouts within Accrued expenses and other liabilities (current). These estimates are adjusted and paid following the end of the annual guarantee period. Historically, adjustments to original estimates have not been material. This guarantee liability was $1.1 billion as of September 30, 2022 and December 31, 2021.

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