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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ci-20211231_g1.jpg
FORM10-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to

______________

Commission file number001-38769

LOGO

CIGNA CORPORATION

Cigna Corporation
(Exact name of registrant as specified in its charter)

Delaware82-4991898
Delaware82-4991898
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
900 Cottage Grove Road,Bloomfield,Connecticut
06002
(Address of principal executive offices)(Zip Code)
(860) 226-6000
Registrant's telephone number, including area code
(860) 226-6741 or 215-761-5511
Registrant's facsimile number, including area code
Securities registered pursuant to Section 12(b) of the Act:
​  SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01CINew York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:









​  SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE

​  YesNo
Indicate by check markYesNo
​ ​ ​ ​ ​ ​ 

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

þo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Act.
oþ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

days.
þo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)

.
þo

if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporatedIndicate by reference in Part III of this Form 10-K or any amendment to this Form 10-K

o

check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated fileroNon-accelerated filero
Smaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oþ

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 20182021 was approximately $41.2$80.8 billion.

As of January 31, 2019, 380,058,9672022, 320,953,245 shares of the registrant's Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference information from the registrant's definitive proxy statement related to the 20192022 annual meeting of shareholders.


Table of Contents

FREQUENTLY REQUESTED 10-K INFORMATION




TABLE OF CONTENTS
FREQUENTLY REQUESTED 10-K INFORMATION
Page

Page

Risk Factors

26

Executive Overview

42Page
Cautionary Statement

Health Care Industry Developments

47
PART I

Liquidity and Capital Resources

48
Item 1.

Critical Accounting Estimates

Segment Information

Revenues by Product Type

128







Page
CAUTIONARY STATEMENT


Business


.Overview1
.Integrated Medical3
.Health Services8
.International Markets13
.Group Disability and Other15
.Investment Management18
.Regulation18
.Miscellaneous25
Item 1A.Risk Factors26
Item 1B.Unresolved Staff Comments37
Item 2.Properties37
Item 3.Legal Proceedings37
EXECUTIVE OFFICERS OF THE REGISTRANT38

PART II



Item 5.


41




Page
PART III


A.Directors of the Registrant131
B.Executive Officers of the Registrant131
C.Code of Ethics and Other Corporate Governance Disclosures131
D. Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports131

PART IV






EXHIBITS
ExhibitsE-1

Table of Contents




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Cigna's current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning future financial or operating performance, including our ability to deliver affordable, personalizedpredictable and innovativesimple solutions for our customers and clients;clients, including in light of the challenges presented by the COVID-19 pandemic; future growth, business strategy and strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; strategic transactions, including the merger ("Merger") with Express Scripts Holding Company;sale of our international life, accident and supplemental benefits businesses; and other statements regarding Cigna's future beliefs, expectations, plans, intentions, liquidity, cash flows, financial condition or performance. You may identify forward-looking statements by the use of words such as "believe," "expect," "project," "plan," "intend," "anticipate," "estimate," "predict," "potential," "may," "should," "will" or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.

Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical and pharmacy costs and price effectively; our ability to adapt to changes or trends in an evolving and rapidly changing industry; the scale, scope and duration of the COVID-19 pandemic and its potential impact on our business, operating results, cash flows or financial condition; our ability to compete effectively, differentiate our products and services from those of our competitors and maintain or increase market share; price competition and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers; the potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain goodsatisfactory relationships with physicians, hospitals, other health careservice providers and with producers and consultants; our ability to maintain relationships with one or more key pharmaceutical manufacturers;manufacturers or if payments made or discounts provided decline; changes in the pharmacy provider marketplace or pharmacy networks; changes in drug pricing; the impact of modificationspricing or industry pricing benchmarks; political, legal, operational, regulatory, economic and other risks that could affect our multinational operations; risks related to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realizerealization of the expected benefits (including anticipated synergies) of such transactions, in full or within the anticipated time frame, including with respect to the Merger,sale of our international life, accident and supplemental benefits businesses, as well as integration or separation difficulties or underperformance relative to expectations; dependence on success of relationships with third parties; risk of significant disruption within our operations or among key suppliers or third parties; our ability to integrate operations, resourcesinvest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of a potential cyberattack or other privacy or data security incident; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the effectivenessoutcome of litigation, regulatory audits and investigations; compliance with applicable privacy, security and data laws, regulations and standards; potential failure of our information technologyprevention, detection and other businesscontrol systems; unfavorable economic and market conditions, stock market or interest rate declines and risks related to a downgrade in financial strength ratings of our insurance subsidiaries; the impact of our debt service obligations onsignificant indebtedness and the availability to fundspotential for other business purposes;further indebtedness in the future; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics;conditions; credit risk related to our reinsurers; as well as more specific risks and uncertainties discussed in Part I, Item 1A—1A – Risk Factors and Part II, Item 7—7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K and as described from time to time in our future reports filed with the Securities and Exchange Commission (the "SEC").

You should not place undue reliance on forward-looking statements, thatwhich speak only as of the date they are made, are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Cigna undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.



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PART I
ITEM 1. Business

PART I

Item 1. BUSINESS
OVERVIEW

ITEM 1. Business

Overview

Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as "Cigna," the "Company," "we," "our" or "us") is a global health serviceservices organization.

GRAPHIC

Our revenues are derived principally from premiums on insured products, fees for products
Our Purpose and Mission
To improve the health, well-being and peace of mind of those we serve
Our Strategy
To make health care affordable, predictable and simple for those who count on us
Making it affordable:We build on our leading, differentiated position to lower the total cost of care.
Making it predictable:We take the surprise out of the system and help people make informed health care choices.
Making it simple:We make it easier for the people we serve to get the care they need.

Cigna is a global health services provided to self-insured plans, pharmacy sales, and investment income. In 2018, our revenues were $48.7 billion and shareholders' net income was $2.6 billion. As described more fully in Note 3 to the Consolidated Financial Statements on page 80 of this Annual Report on Form 10-K ("Form 10-K"), on March 8, 2018, we entered into a merger agreement with Express Scripts Holding Company ("Express Scripts"). The results of Express Scripts have been included in the Company's Consolidated Financial Statements from the date of acquisition. As of December 31, 2018, total assets were $153.2 billion and shareholders' equity was $41.0 billion.

Our combination with Express Scripts creates an enterprisecompany uniquely capable of transformingdriving affordable, predictable and simple health care. We now have broadercare, with expansive and deeperdeep capabilities along with meaningful synergies, that accelerate our "Go" strategy to achieve our mission of improving the health, well-being and peace of mindmind. It starts with the strength of our Evernorth and Cigna Healthcare platforms. Evernorth is our services portfolio that is highly attractive to our clients and partners because of the depth of its capabilities and expertise and enables us to deepen existing relationships across our entire book of business. Our Cigna Healthcare platform, consisting of our U.S. Commercial, U.S. Government and International Health operating segments, allows us to harness our partnership relationship with physicians to deliver affordable and coordinated health care to employers and individuals. Together, our Evernorth and Cigna Healthcare platforms provide a strong and diverse foundation that allows us to capitalize on growth opportunities by leading with our strengths – medical and pharmacy solutions – and then expanding those we serve. relationships by addressing additional client needs and innovating and delivering new services and solutions.

Cigna's employees are champions offor the people we serve and over the past decade, our focus has shifted to helping peopleindividuals and families thrive by offering solutions to prevent and better manage health challenges. When sickness or disability do occur, we support our customers' ability to havecustomers by offering broad choices in how theyto help them best access high quality, affordable, whole person care. We see three primary ways to help individuals maintain, improve or recover their physical or mental health: 1) behavioral and lifestyle changes – with more than 1,000 health coaches helping individuals set and meet health goals; 2) affordable, effective medication options – with access to our leading pharmacy services improving health and driving affordability; and 3) targeted medical and surgical interventions – with a clear and proven strategy around partnerships and value-based care quality programs, powered by data and analytics and aligned incentives. We maximize use of evidence-based care,

CIGNA CORPORATION - 2018 Form10-K    1

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PART I
ITEM 1. Business

while delivering best-in-class quality of careservice for our customers with acute and chronic conditions through enhanced real time datareal-time insights across an expanded platform with industry-leading solutions to support care decisions.

Cigna offers

Our portfolio of offerings solves diverse challenges across the health care system. We offer a differentiated set of pharmacy, medical, pharmacy, behavioral, dental disability, life and accident insurance and relatedsupplemental products and services. By combining with Express Scripts, Cigna's expandedservices, primarily through two brands: Cigna and Evernorth. Our capabilities now include: 1) a broaderbroad portfolio of specialtysolutions and services, some of which can be offered on a stand-alone basis; 2) integrated behavioral, medical and pharmacy management services;solutions; 3) leading specialty pharmacy, clinical and care management expertise; and 4) advanced analytics that help us engage more meaningfully with individuals, the plan sponsors we serve and our provider partners. These capabilities accelerate Cigna's ability
We differentiate ourselves in the market through a number of capabilities. We improve whole-person health, in body and mind by treating physical and behavioral health together to improve outcomes and by providing early behavioral and lifestyle interventions. We make it easier to access quality care by improving navigation at every step in a patient's health journey and by meeting customers wherever they are - virtually, digitally and in home. We connect care for the most pressing conditions by closing gaps between hospitals, primary care providers, specialists and other health care providers. We also develop personalized treatment paths across every dimension of care. We continue to build upon our network of value-based provider arrangements for better customer experiences, better overall health outcomes and greater affordability. We have a significant number of our eligible customers aligned to hundreds of our Accountable Care programs nationally. We make medicine more affordable by reducing costs from start to finish, including those related to drug access, delivery and treatment and by identifying appropriate medication alternatives. We partner and
1


innovate to enable us to deliver differentiated value and broaden our reach in new geographies or through the introduction of new solutions and offerings.
Our key to success revolves around how deeply we care about our customers, patients and co-workers. We intend to create a better future together by innovating and adapting, acting with speed and purpose, partnering, collaborating and keeping our promises.

During the fourth quarter of 2021, we approved a strategic plan to drive improved cost affordability, quality of care and predictability.

Following entry intooperational efficiencies. We believe this plan, coupled with the merger agreement and throughout the pendencypreviously announced divestiture of the transaction, Cignainternational life, accident and Express Scripts designed integrationsupplemental health benefits businesses (described below), will further leverage the Company's ongoing growth to drive operational efficiency through enhancements to organization structure and increased use of automation and shared services. In connection with these plans, we have updated our reporting segments to implement aalign with the new management and business reporting structure and recognized a charge in the fourth quarter of 2021 in the amount of $168 million, pre-tax ($119 million, after-tax). Although a substantial portion of the actions associated with these strategic steps have been reflected in the current charge recognized in the fourth quarter of 2021, additional amounts are expected to be recorded in the second quarter of 2022 as we finalize our plans following the completion of the divestiture. See Note 15 for further information regarding our organizational efficiency charge.


Information about Segments
As previously disclosed, we entered into a definitive agreement in October 2021 to sell our life, accident and supplemental benefits businesses in seven countries to Chubb INA Holdings, Inc. ("Chubb") for $5.75 billion cash (the "Chubb Transaction"). Subject to applicable regulatory approvals and customary closing conditions, we expect to complete the combined company upon closing. On December 20, 2018, Cigna completedsale of our life, accident and supplemental benefits businesses in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey in the acquisitionsecond quarter of Express Scripts.2022.

In connection with the pending Chubb Transaction, we revised our business reporting structure. As a result,such, we adjusted our segment reporting effective in the fourth quarter of 2018 our segments have changed2021 so that the results previously reported in the International Markets segment are now reported as follows:

The businesses to be retained by Cigna are now reported in the following: 1) Integrated Medical, consisting of both a Commercialnewly created International Health operating segment that includeswill be aggregated with our employer-sponsored medical coverageexisting U.S. Commercial and aU.S. Government operating segments in the renamed Cigna Healthcare reporting segment that includes Medicare offerings for seniors and individual insurance offerings(previously named U.S. Medical).

The businesses to non-seniors both on and offbe sold pursuant to the public health insurance exchanges; 2) Health Services, consisting primarily of Cigna's legacy home delivery pharmacy business and Express Scripts' pharmacy benefit management ("PBM") business beginning December 21, 2018; and 3) International Markets, that offers global supplemental benefits and global medical solutions. The remainder of our business isChubb Transaction are now reported in Group Disability and Other consisting of our group disability and life business together with our corporate owned life insurance ("COLI") business and run-off operations. See Note 1 to the Consolidated Financial Statements on page 72 ofOperations.

Throughout this Form 10-K, segment results for additional description of our segments. Among our segments, Cigna has four core growth platforms: Commercial, Government, Health Servicesthe years ended December 31, 2020 and International Markets.

As individuals become increasingly involved in their health care purchasing decisions, Cigna continues2019 have been restated to focus on deliveringaffordable andpersonalized products and servicesconform to customers through employer-based, government-sponsored, health plan client and individual coverage arrangements. In our Integrated Medical business, we collaborate with health care providers to accelerate the transition from volume-based, fee-for-service reimbursement arrangements to a value-based reimbursement model that delivers higher quality of care, lower costs and better health outcomes. We have worked toward achieving better health, affordability, localization and an improved patient experience through increased collaborative care and delivery arrangements with health care providers across the care delivery spectrum, including physician groups of all sizes, specialist groups and hospitals. We have also developed innovative tools and flexible provider arrangements that provide a truly personalized customer experience. These arrangements and tools are discussed in more detail in the "Integrated Medical"new segment presentation (see "Executive Overview" section of this Form 10-K that begins on page 3.

Our Health Services business puts medicine within reach for patients, and helps providers improve access to prescription drugs by making them more affordable. We improve patient outcomes and better manage the cost of the pharmacy benefit by:

Delivering the best care available for those taking prescription medicines;

Assessing drugs based on efficacy, value and price to assist clients in selecting the most cost-effective formulary;

Offering cost-effective home delivery pharmacy and specialty services that result in cost savings for plan sponsors and better care for customers;

Leveraging purchasing volume to deliver discounts to employers and other groups, resulting in leading prescription drug cost trend; and

Promoting the use of generic and lower-cost brands.

We also work with key stakeholders across the health care system to improve health outcomes and patient satisfaction, increase efficiency in drug distribution and manage costs of the pharmacy benefit. We believe plan sponsors and participants can achieve the best health and financial outcomes when they use our comprehensive set of solutions to manage drug spend.

The ACA and Health Care Reform

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act (collectively referred to throughout this Form 10-K as the "ACA" or "PPACA") continues to have a significant impact on our business operations. The future of the ACA is uncertain due to recent court decisions, congressional efforts to repeal and replace the ACA, various executive actions of the current administration, and repeal of the individual mandate as part of H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (referred to throughout this Form 10-K as the "Tax Cuts and Jobs Act" or "U.S. tax reform legislation"). The effects of the ACA, and efforts to repeal and replace it, are discussed throughout this Form 10-K where appropriate, including in the Integrated Medical business description, Regulation, Risk Factors, Management'sManagement Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), located in Part II, Item 7 of this Form 10-K for a Financial Summary). 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 solutions, benefits management solutions, care delivery and care management solutions and intelligence solutions, which are provided to health plans, employers, government organizations and health care providers.
Cigna Healthcare includes Cigna's 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. The Cigna Healthcare segment is comprised of the previously named U.S. Medical segment and the Notesbusinesses to be retained from the previous International Markets segment.
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.
2


Exiting businesses:
International Life, Accident and Supplemental Benefits Businesses in seven countries to be sold pursuant to the Consolidated Financial Statements.

Chubb Transaction.

Other Information

Group Disability and Life. Prior to the sale of the U.S. Group Disability and Life business on December 31, 2020, this operating segment provided group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.

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 business in run-off.
Individual Life Insurance and Annuity and Retirement Benefits Businesses: comprised of deferred gains from the sales of these businesses.
Other Operations was previously named Group Disability and Other.
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.
COVID-19
Cigna's commitment to the health, well-being and peace of mind of our employees and the people we serve remains the primary focus as the pandemic continues to impact all aspects of daily life. Cigna is leveraging its resources, expertise, data and actionable intelligence to assist customers, clients and care providers navigate the evolving dynamics of the pandemic. The Company continues to encourage COVID-19 vaccinations across all eligible populations to help control the spread of the virus, limit the severity of the disease and save lives. Cigna has also expanded access to testing, care and supportive resources to help everyone it serves take care of their physical and mental health during this time and will continue to do so. We continue to actively manage our response and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. In response to the pandemic, U.S. federal and state governments have enacted new regulatory requirements as discussed in the "Business - Regulation" section of this Form 10-K. Additionally, see "Item 1A. Risk Factors" section of this Form 10-K for further discussion of COVID-19.
Other Information
The financial information included in this Form 10-K for the fiscal year ended December 31, 20182021 is in conformity with accounting principles generally accepted in the United States of America ("GAAP") unless otherwise indicated. In the segment discussions that follow, we use the terms "adjusted revenues" and "pre-tax adjusted income (loss) from operations" to describe segment results. See the introductionNote 23 to the MD&A on page 42Consolidated Financial Statements of this Form 10-K for definitions of those terms. Industry rankings and percentages set forth herein are for the year ended December 31, 20182021 unless otherwise indicated. In addition, statements set forth in this document concerning our rank or position in an industry or particular line of business have been developed internally based on publicly available information unless otherwise noted.

Cigna Holding Company (formerly Cigna Corporation) was incorporated in Delaware in 1981. Halfmoon Parent, Inc. was incorporated in Delaware in March 2018. Halfmoon Parent, Inc. was renamed Cigna Corporation concurrentlyand Cigna Holding Company became its subsidiary concurrent with the consummation of the combination with Express Scripts. OurScripts on December 20, 2018.
You can access our website at http://www.cigna.com to learn more about our company. We make annual, quarterly and current reports and proxy statements and other filings, and any amendments to these filings, are madethose reports available, free of charge onthrough our website (http://www.cigna.com, under the "Investors – Quarterly Reports and SEC Filings" captions) as soon as

2    CIGNA CORPORATION - 2018 Form10-K

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PART I
ITEM 1. Business

reasonably practicable after we electronically file these materials with, or furnish them to, the Securities and Exchange Commission (the "SEC"("SEC"). We also use our website as a channelmeans of distributiondisclosing material information and for material company information.complying with our disclosure obligations under the SEC's Regulation FD (Fair Disclosure). Important information, including news releases, analyst presentations and financial information regarding Cigna is routinely posted on our website. Accordingly, investors should monitor the Investor Relations portion of our website, in addition to following our press releases, SEC filings and accessible at http://www.cigna.com.public conference calls and webcasts. The information contained on, or that may be accessed through, our website is neither incorporated by reference into nor a part of this report. See also "Code of Ethics and Other Corporate Governance Disclosures" in Part III, Item 10 beginning on page 131 of this Form 10-K for additional information availableregarding the availability of our Codes of Ethics on our website.

3


Integrated Medical


Integrated Medical consists of a Commercial operating segment that includes our employer-sponsored medical coverage and a Government operating segment that includes Medicare offerings for seniors and individual insurance offerings to non-seniors both on and off the public health insurance exchanges. In 2018, Integrated Medical reported adjusted revenues of $32.8 billion and pre-tax adjusted income from operations of $3.5 billion.

EVERNORTH
​  How We Win

Broad and deep portfolio of solutions across Commercial and Government operating segments


Commitment to highest quality health outcomes and customer experiences

Collaborative physician engagement models emphasizing value over volume of services

Integrated benefit solutions that deliver value for our customers, clients and partners

Technology and data analytics powering actionable insights and affordable, personalized solutions

Talented and caring people embracing change and putting customers at the center of all we do

We differentiate ourselves by providing innovative, personalized, and affordable health care benefit solutions based on the unique needs of the individuals and clients we serve. We increase value through our integrated approach and use of technology and data analytics to enhance patient engagement and health care outcomes, underscoring our strategic focus on delivering an industry-leading customer experience. We continue to strengthen our partnerships with providers as we accelerate our transition to a value-based reimbursement system.

We offer a mix of core health insurance products and services to employers, other groups and individuals along with specialty products and services designed to improve the quality of care, lower cost and help customers achieve better health outcomes. Many of these products are available on a standalone basis, but we believe they are most valuable when integrated with a Cigna-administered health plan. Our products are available through several distribution channels including brokers, direct sales, and public and private exchanges. Our three funding solutions (i.e., insured – experience-rated, insured – guaranteed cost, and administrative services only ("ASO") arrangements) enable us to customize the amount of risk taken by, and lower costs for, our customers and clients.

CIGNA CORPORATION - 2018 Form10-K    3

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PART I
ITEM 1. Business

The following chart depicts a high level summary of our principal products and services in this segment as of year-end, with definitions on subsequent pages.

Principal Products & Services
Major Brand(s)
Geography
Funding Solution(s)
Market Segment(s)
Primary Distribution Channel(s)
Primary Competitors
Commercial Medical
Managed CareCigna HealthCareNationwideInsuredNational Insurers, Local Healthplans, Third-Party Administrators ("TPAs")
Preferred Provider ("PPO")CignaNationwide(experience-rated
("ER"), guaranteed
cost ("GC")) and
CommercialBrokers, Private Exchanges, DirectNational Insurers, TPAs
Consumer-DrivenCignaNationwideASONational Insurers, Local Health Maintenance Organizations ("HMOs")
Government Medical
Individual and Family PlansCigna Connect10 statesGCIndividualPublic and Private ExchangesLocal Healthplans, Start-ups, National Insurers
Medicare AdvantageCigna-HealthSpring17 statesGCGovernmentDirect, BrokersNational Insurers, Local Healthplans
Medicare Part DCigna-HealthSpring, Express ScriptsNationwideGCGovernmentDirect, BrokersNational Insurers
MedicaidCigna-HealthSpringTexasGCGovernmentDirect, BrokersNational Insurers
Medicare SupplementCigna48 states & District of ColumbiaGCGovernmentBrokers, Direct, Private ExchangesNational Insurers
Specialty Products and Services
Stop-LossCignaNationwideGCCommercialBrokers, DirectNational Insurers, Specialty Companies
Cost-ContainmentCignaNationwideGC, ER, ASOCommercialDirectNational Insurers, Specialty Companies
Consumer Health EngagementCignaNationwideGC, ER, ASOCommercial, GovernmentBrokers, DirectNational Insurers, Specialty Companies
Pharmacy ManagementCignaNationwideGC, ER, ASOCommercial, GovernmentBrokers, DirectNational PBMs
Behavioral HealthCigna Behavioral HealthNationwideGC, ER, ASOCommercialBrokers, DirectNational Insurers, Specialty Companies
DentalCigna Dental HealthCareNationwideGC, ER, ASOCommercial, IndividualBrokers, DirectDental Insurers, National Insurers
VisionCigna VisionNationwideGC, ER, ASOCommercial, IndividualBrokers, DirectNational Insurers, Specialty Companies
4    CIGNA CORPORATION - 2018 Form10-K

Table

Evernorth includes a broad range of Contents

PART I
ITEM 1. Business

Principal Products & Services

Commercial Medical

Managed Care Plans  These plans are offered through our insurance companies, HMOscoordinated and TPA companies. HMO, Network Open Accesspoint solution health services and Open Access Plus plans use meaningful cost-sharing incentives to encourage the use of "in-network" versus "out-of-network" health care providers. The national provider network for Managed Care Plans is somewhat smaller than the national network used with the preferred provider ("PPO") plan product line.

PPO Plans  feature a network with broader provider access than the Managed Care Plans.

Consumer-Driven Products  are typically paired with a high-deductible medical plan and offer customers a tax-advantaged way to pay for eligible health care expenses. These products, consisting of health savings accounts ("HSAs"), health reimbursement accounts ("HRAs") and flexible spending accounts ("FSAs"), encourage customers to play an active role in managing their health and health care costs. When integrated with a Cigna medical plan, we can deliver a seamless experience for our customers and clients. More than three million customers have one of these integrated product solutions.

Government Medical

Individual and Family Plans  feature an insurance policy coupled with a network of health care providers in a geographic area who have been selected with cost and quality in mind.

Medicare Advantage Plans  allow Medicare-eligible beneficiaries to receive health care benefits, including prescription drugs, through a managed care health plan such as our coordinated care plans. Our Medicare Advantage Plans are primarily HMO plans marketed to individuals. A significant portion of our Medicare Advantage customers receive medical care from our value-based models that focus on developing highly engaged physician networks, aligning payment incentives to improved health outcomes and using timely and transparent data sharing.

Medicare Part D Plans  provide a number of plan options,capabilities, as well as service and information support, to Medicare and Medicaid eligible customers. Our plans offerthose from partners across the savings of Medicare combined with the flexibility to provide enhanced benefits and a drug list tailored to individuals' specific needs. Eligible beneficiaries benefit from broad network access and value-added services intended to promote wellness and affordability for our eligible beneficiaries.

Medicaid Plans  provide our low-income customers with the benefit of many of the coordinated care aspects of our Medicare Advantage programs. For customers eligible for both Medicare and Medicaid ("dual eligible") we receive revenue from both the state and the Center for Medicare and Medicaid Services ("CMS").

Medicare Supplement Plans  provide Medicare-eligible beneficiaries with federally standardized Medigap-style plans. Beneficiaries may select among the various plans with specific plan options to meet their unique needs and may visit, without the need for a referral, any health care professional or facility that accepts Medicare throughout the United States.

Specialty Solutions

Stop-Loss  insurance coverage is offered to self-insured clients whose group health plans are administered by Cigna. Stop-loss insurance provides reimbursement for claimssystem, in excess of a predetermined amount for individuals, the entire group, or both.

Cost-Containment Programs  are designed to contain the cost of covered health care services and supplies. These programs reduce out-of-network utilization and costs, protect members from balance billing, and educate customers regarding the availability of lower cost in-network services. In addition, under these programs, we negotiate discounts with out-of-network providers, review provider bills and recover overpayments. We charge fees for providing or arranging for these services. These programs may be administered by third-party vendors that have contracted with Cigna.

Consumer Health Engagement  services are offered to customers covered under plans administered by Cigna or by third-party administrators. These services consist of an array of medical management, disease management and wellness services. Our Medical Management programs include case, specialty and utilization management and a 24-hour nurse information line. Our Health Advocacy program services include early intervention in the treatment of chronic conditions and an array of health and wellness coaching. Additionally, we administer incentives programs designed to encourage customers to engage in health improvement activities.

Pharmacy Management  services and benefits can be combined with our medical offerings. The comprehensive suite of pharmacy management services available to clients and customers includessolutions, benefits management specialty pharmacy services, clinical solutions, homecare delivery and certain medicalcare management services. Cigna's home delivery pharmacy operation along with the Express Scripts PBM, are reported in the Health Services segmentsolutions and described further there.

Behavioral Health  services are offeredintelligence solutions to employers, government entitiesdeliver custom and other groups sponsoring health benefit plans. These services consist of behavioral health care case management, employee assistance programs ("EAP"), and work/life programs. We focus on integrating our programs and services with medical, pharmacy and disability programs to facilitate customized, holistic care.

Dentalflexible solutions include dental health maintenance organization plans ("Dental HMO"), dental preferred provider organization ("Dental PPO") plans, exclusive dental provider organization plans, traditional dental indemnity plans and a dental discount program. Employers and other groups can purchase our products on either an insured or self-insured basis as standalone products or in conjunction with medical products. Additionally, individual customers can purchase insured Dental PPO plans as standalone products or in conjunction with individual medical policies.
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Vision  offerings include flexible, cost-effective PPO coverage that includes a range of both in and out-of-network benefits for routine vision services offered in conjunction with our medical and dental product offerings. Our national vision care network includes private practice ophthalmologist and optometrist offices, as well as retail eye care centers.

Funding Solutions

ASO.  Plan sponsors (i.e., employers, unions and other groups) self-fund all claims, but may purchase stop-loss insurance to limit exposure. We collect fees from plan sponsors for providing access to our participating provider network and for other services and programs including: claims administration; behavioral health services; disease management; utilization management; cost containment; dental; and pharmacy benefit management. Approximately 86% of our commercial medical customers are in ASO arrangements.

Experience-Rated Insurance.  Premium rates are established at the beginning of a policy period and are typically based on prior claim experience of the policyholder. When claims and expenses are less than the premium charged (an "experience surplus" or "margin"), the policyholder may be credited for a portion of this experience surplus or margin. If claims and expenses exceed the premium charged (an "experience deficit"), we bear these costs. In certain cases, experience deficits incurred while the policy is in effect are accumulated and may be recovered through future policy year experience surpluses or margins. Approximately 6% of commercial medical customers are in experience-rated arrangements.

Guaranteed Cost Insurance.  Premium rates are established at the beginning of a policy period and, depending on group size, may be based in whole or in part on prior experience of the policyholder or on a pool of similar policyholders. We generally cannot subsequently adjust premiums to reflect actual claim experience until the next annual renewal. The policyholder does not participate, or share in, actual claim experience. We keep any experience surplus or margin if costs are less than the premium charged (subject to minimum medical loss ratio rebate requirements discussed below) and bear the risk for actual costs in excess of the premium charged. Approximately 8% of commercial medical customers are in guaranteed cost arrangements.

In most states, individual and group insurance premium rates must be approved by the applicable state regulatory agency (typically department of insurance) and state or federal laws may restrict or limit the use of rating methods. Premium rates for groups and individuals are subject to state review to determine whether they are adequate, not excessive and not unfairly discriminatory. In addition, the ACA subjects individual and small group policy rate increases above an identified threshold to review by the United States Department of Health and Human Services ("HHS") and requires payment of premium refunds on individual and group medical insurance products if minimum medical loss ratio ("MLR") requirements are not met. The MLR represents the percentage of premiums used to pay medical claims and expenses for activities that improve the quality of care. In our individual business, premiums may also be adjusted as a result of the government risk adjustment program that accounts for the relative health status of our customers. See the "Regulation" section of this Form 10-K for additional information about commercial MLR requirements and risk mitigation programs of the ACA.

Market Segments

Commercial  comprises employers from the National, Middle Market and Select market segments.

    National.   Multi-state employers with 5,000 or more U.S.-based, full-time employees. We offer primarily ASO funding solutions in this market segment.

    Middle Market.   Employers generally with 500 to 4,999 U.S.-based, full-time employees. This segment also includes single-site employers with more than 5,000 employees and Taft-Hartley plans and other groups. We offer ASO, experience-rated and guaranteed cost insured funding solutions in this market segment.

    Select.   Employers generally with 51-499 eligible employees. We usually offer ASO with stop loss insurance coverage and guaranteed cost insured funding solutions in this market segment.

Individual.  Consistent with the regulations for Individual ACA compliant plans, we offer these plans only on a guaranteed cost basis in this market segment.

Government  includes individuals who are Medicare-eligible beneficiaries, as well as employer group sponsored pre- and post-65 retirees. We also have dual-eligible members who receive both Medicare and Medicaid benefits.

Primary Distribution Channels

Brokers.  Sales representatives distribute our products and services to a broad group of insurance brokers and consultants across the United States.

Direct.  Cigna sales representatives distribute our products and services directly to employers, unions and other groups or individuals across the United States. Various products may also be sold directly to insurance companies, HMOs and third-party administrators. This may take the form of in-person contact, telephonic or group selling venues.

Private Exchanges.  We partner with select companies that have created private exchanges where individuals and organizations can acquire health insurance. We actively evaluate private exchange participation opportunities as they emerge in the market, and target our participation to those models that best align with our mission and value proposition.

Public Exchanges.  Many states have set up public health insurance exchanges for ACA compliant plans on which Cigna may offer individual policies.
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Competition

The primary competitive factors affecting our business are quality and cost-effectiveness of service and provider networks; effectiveness of medical care management; products that meet the needs of employersour clients and their employees; total cost management; technology; and effectiveness of marketing and sales. Financial strength, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor. Our health advocacy capabilities, holistic approach to consumer engagement, breadth of product offerings, clinical care and medical management capabilities and array of product funding options are competitive advantages. We believe our focus on improving the health, well-being and peace of mind of the customers we serve will allow us to further differentiate ourselves from our competitors.

National Insurers.  UnitedHealth Group, Aetna (owned by CVS Health), Anthem and Humana compete with us in a variety of products and regions throughout the United States.

Local Healthplans.  Blue Cross Blue Shield plans, local affiliates of major insurance companies and hospitals, and regional stand-alone managed care and specialty companies compete with us in the states in which we offer managed care products. Additionally, plan sponsors may contract directly with providers.

TPAs.  Third-party administrators compete with us for ASO business.

Start-ups.  Recent market entrants Oscar, Bright Health and other health plans seek to disrupt competition primarily in the individual market, in part through technology. Alternative health service models, including consortiums, search for a new approach to obtaining health services.

Dental Insurers.  Various companies offering primarily dental insurance compete with us on these products.

Specialty Companies.  Specialty insurance or service companies that offer niche products and services compete with us.

Delivering the Health Care Promise

Cigna's Connected Care strategy engages customers in their health, collaborates with providers to help them improve their performance, and connects customers and providers through aligned health goals, incentives and actionable information to enable better decisions and outcomes. Cigna is committed to developing innovative solutions that span the health care delivery system and can be applied to different types of providers. Currently we have numerous collaborative arrangements with our participating health care providers that reach over 3.6 million customers and are actively developing new arrangements to support our Connected Care strategy.

Accountable Care Program.  We have over 240 collaborative care arrangements with primary care groups built on the patient-centered medical home and accountable care organization ("ACO") models. Our arrangements span more than 32 states and reach over 2.7 million customers. We are committed to increasing the number of groups over the next several years, with a goal of reaching 280 programs by the end of 2020.

Hospital Quality Program.  We have contracts with over 500 hospitals with reimbursements tied to quality metrics. We expect to grow this number to over 600 hospitals by the end of 2020.

Specialist Programs.  We have approximately 250 arrangements with specialist groups in value-based reimbursement arrangements. Our goal is to reach approximately 380 arrangements by the end of 2020. Programs include arrangements with several types of specialist groups around the country including orthopedics, obstetrics and gynecology, cardiology, gastroenterology, oncology, nephrology and neurology. Arrangements include care coordination and episodes of care reimbursements for meeting cost and quality goals.

Independent Practice Associations.  We have value-based physician engagement models in our Cigna-HealthSpring business that allow physician groups to share financial outcomes with us. The Cigna-HealthSpring clinical model also includes outreach to new and at-risk patients to ensure they are accessing their primary care physician.

Participating Provider Network.  We provide our customers with an extensive network of participating health care professionals, hospitals and other facilities, pharmacies and providers of health care services and supplies. In most instances, we contract with them directly; however, in some instances, we contract with third parties for access to their provider networks and care management services. In addition, we have entered into strategic alliances with several regional managed care organizations (e.g., Tufts Health Plan, HealthPartners, Inc., Health Alliance Plan and MVP Health Plan) to gain access to their provider networks and discounts.

Technology

Cigna Information Technology supports ourGo Deeper, Go Local, Go Beyond strategy by focusing first and foremost on strong foundational technology services, delivery of a business aligned technology project portfolio and prioritized strategic innovation that creates solutions that differentiate us in the market. Our technology innovation continues to focus on three strategic areas: insights and analytics; digital health; and care delivery and management. Our technology strategy ultimately improves the customer experience, increases engagement and advances population health using data driven insights, utilizing artificial intelligence and machine learning to provide key areas of competitive advantage. Innovation is core to the way we do business and will be a critical factor to our success in the highly dynamic health care industry. Cigna's innovative technology solutions continue to improve affordability and increase personalization: for example the Cigna One Guide® program combines a state-of-the-art digital experience with a human concierge service, and the Cigna SureFit® network allows individual family members to choose their personal care networks consistent with their health needs and provider preferences.

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Our business strategy is based upon providing customers with differentiated, easy-to-use, seamless and secure products and solutions that utilize insights from advanced analytics to meet their expectations. We anticipate needs and meet customers where they are, from predicting and preventing chronic diseases, to mining data to reduce payment and claims fraud, to using the data from wearable devices to optimize population health status. In 2018, Cigna advanced its strategic technology leadership position by expanding our digital portfolio with the integration of the Brighter acquisition. Brighter's digital platform for connecting patients with a dental provider, allowing them to review their experience, gain insights to costs and see a dentist's history demonstrates the leadership in the digital engagement of health care customers. We also began the roadmap of leveraging Express Scripts technology value creators. Each of these companies contributes to our business model and strengthens the Cigna portfolio. Further, Cigna will apply the Express Scripts technology toolkit to advance the 360 degree view of the patient through flexible, open and connected solutions. With the combined strengths and capabilities of Cigna and Express Scripts, we see greater opportunities to create novel, highly-tailored customer insights as we mine data and use sophisticated artificial intelligence and machine learning techniques to build better models that help us find solutions to complex questions and improve health care outcomes. We will continue to develop leading data driven solutions such as applying propriety algorithms and machine learning to predict customers that could overdose on prescription opioids.

Data Analytics

Cigna has transformed substantial investments in analytics talent, data infrastructure and machine learning capabilities over the past several years into a closed-loop, self-learning insights system that guides our decision-making and allows us to execute on our strategy. Our "Insights That Matter" analytics process helps our business leaders identify the questions that matter most to our customers and partners while our data science experts focus on answering those questions with innovative methodologies and transform our insights into targeted business actions. We apply advanced analytics across our business and will continue to invest in expanding and strengthening our capabilities to better anticipate, meet and exceed our customers' and partners' expectations.

Health Services

This segment consists of the Express Scripts PBM business beginning December 21, 2018 as well as Cigna's legacy home delivery operations that offer high quality, efficient, and cost-effective mail order, telephone, and on-line pharmaceutical fulfillment services. In 2018, Health Services2021, Evernorth reported adjusted revenues of $6.6$131.9 billion and pre-tax adjusted income from operations of $380 million, including 11 days$5.8 billion.


In 2021, Evernorth continued to execute on our strategic initiatives through the acquisition of Express Scripts results.

MDLIVE, Inc. ("MDLIVE"). See "Care Delivery and Care Management Solutions" below for more information about MDLIVE.

HOW WE WIN
​  How We Win

Identifying products

Evernorth accelerates delivery of innovative and offeringflexible solutions to create value and meet the diverse needs of health plans, employers, health care providers and government organizations by:

·Partnering in unconventional ways to solve complex problems across a fragmented health care ecosystem, fueled by connected data and expertise that focus on improving patient outcomesdrives purposeful innovation
·Creating flexible and assist in controlling costs

focused solutions tailored to client needs, using Evernorth's combined strengths and capabilities, as well as strategic partnerships, to deliver: better, more efficient care for patients; better experiences for clients, providers and customers; and enhanced choices for clients and customers through our open architecture model

·Evaluating medicines, digital therapeutics and other health solutions for efficacy, adherence, value and price to assist clients in selecting a cost-effective formulary

·Offering home delivery, virtual and in-person care, and specialty customer-centric solutions that meet the needs of our clients and customers in ways that unlock greater value and better health services while providing better and specialized clinical care
·Delivering more affordable solutions that save clients moneyprovide more discounts and provide betterdrive risk-sharing and value-based care

Leveraging purchasing volume to deliver discounts

across the pharmaceutical supply chain

·Promoting the use of generics and lower costlowest-cost, clinically effective brands

of medications
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The following chart depicts a high levelhigh-level summary of our principal products and services in this segment with definitions on subsequent pages.

Principal Products &
Services


Brands/
Subsidiaries
Key RelationshipsBrands/
Subsidiaries


Key Customer(s)
Primary Competitors
Pharmacy Solutions
Clinical SolutionsRationalMed, ScreenRx,
ExpressAlliance, Advanced
Opioid Management
Clients, CustomersIndependent PBMs, Managed Care
PBMs
Value ProgramsSafeGuardRxClients, Customers, PharmaciesIndependent PBMs, Managed Care
PBMs
Specialized
 Express Scripts Pharmacy Care
®, Accredo®, Freedom Fertility Pharmacy®,Therapeutic Resource Center®CustomersIndependent PBMs, Managed Care
PBMs, Retail Pharmacies
Home Delivery Pharmacy ServicesTel-Drug, Express Scripts,
Therapeutic Resource
Centers
CustomersIndependent PBMs, Managed Care
PBMs, Retail Pharmacies
Specialty Pharmacy ServicesAccredo, Freedom Fertility,
Tel-Drug
Clients, Customers, PharmaciesHealth Care ProvidersIndependent PBMs, Managed Care
PBMs, Retail Pharmacies
Retail Network Pharmacy AdministrationExpress ScriptsClients, CustomersIndependent PBMs, Managed Care
PBMs
Benefit Design ConsultationExpress ScriptsClientsIndependent PBMs, Managed Care
PBMs, Third-Party Benefit
Administrators
Drug Utilization ReviewExpress ScriptsClients, CustomersIndependent PBMs, Managed Care
PBMs, Third-Party Benefit
Administrators
Drug Formulary ManagementExpress ScriptsClientsIndependent PBMs, Managed Care
PBMs
Drug Claim AdjudicationExpress ScriptsClientsIndependent PBMs, Managed Care
PBMs, Third-Party Benefit
Administrators
Administration of Group Purchasing OrganizationsManagers ("GPO"PBMs")Econdisc, ValoremRxClients, PharmaciesGroup Purchasing Organizations
Prescription CardInside RxCustomersRetail Pharmacies, Discount Programs


Principal Products &
Services


Brands/
Subsidiaries


Key Customer(s)
Primary Competitors
Digital Consumer Health and Drug InformationExpress ScriptsCustomersIndependent PBMs,, Managed Care PBMs, Retail Pharmacies, Specialty Pharmacies
Benefits Management Solutions
eviCore Healthcare®, Express Scripts PBM, myMatrixx®, Care Continuum, Embarc Benefit Protection®, Express Scripts MedRx ManagementSM, FamilyPathSM,Value Based Programs (Express Scripts SafeGuardRx®, Express Scripts Patient Assurance®), National Preferred Formulary, Advanced Utilization Management, Enhanced Fraud, Waste & Abuse, Advanced Opioid Management®, ScreenRx®, SaveOnSP, Ascent Health Services, Econdisc, Inside Rx®, Evernorth Wholesale MarketplaceSM
Provider ServicesCuraScript Specialty DistributionHealthcareClients, Customers, Health Care Providers, Clinics, HospitalsSpecialty drug distributors
Medical Benefit Management ServiceseviCore, CareContinuumConsultants, Health Plans, Commercial and Government Payors, Self-paying customers (InsideRx only), Pharmacy ProvidersHealth Plans, Third-Party Benefits
Independent PBMs, Managed Care PBMs, Third Party Benefit Administrators, Group Purchasing Organizations, Clinical Solutions
and Health Care Data Analytics
Companies
Care Delivery and Care Management Solutions
inMyndSM, Health Connect 360®, RationalMed®, Evernorth Digital Health FormularySM, Behavioral Health, Cigna Medical Group, MDLIVE®, Evernorth Direct Health, Alegis
Clients, CustomersIndependent PBMs, Managed Care PBMs, Managed Care Organizations, Care Delivery and Care Management Solutions Providers, Third-Party Benefit Administrators
Evernorth Intelligence Solutions
Express Scripts Lab, MediCUBE®, HealthPredictSM, ScriptVision®
Health Care Providers, ClientsHealth Care Data Analytics Companies
Provider Services
CuraScript SD®
Health Care Providers, Clinics, HospitalsSpecialty Drug Distributors

Principal Products & Services
Pharmacy Solutions.The pharmacy operations consist of 13 order processing home delivery and specialty pharmacies, six patient contact centers, 30 specialty dispensing pharmacies and four high-volume automated dispensing pharmacies located throughout the United States. Our high-volume automated dispensing pharmacies are located in Arizona, Indiana, Missouri and New Jersey.
Express Scripts Pharmacy. Express Scripts Pharmacy dispenses approximately 1.6 billion adjusted prescriptions(1)annually to members of pharmacy plans managed by our Express Scripts PBM. The service offers free standard shipping of medications nationwide, usually in a 90-day supply, directly to the customer's home. The service allows for automatic refills on eligible medications and unrestricted telephone access to specially trained pharmacists to answer customer questions. The front-end of our pharmacy is organized into Therapeutic Resource Centers, where pharmacists focus their practice of pharmacy by condition, which offers customers a more personalized experience while providing enhanced clinical care. Our differentiated practice of pharmacy, coupled with our advanced automated dispensing technology, results in safer and more accurate pharmacy operations when compared to retail pharmacies, convenient access to maintenance medications and better management of our clients' drug costs through operating efficiencies and generic substitutions. Our research shows that Express Scripts Pharmacy achieves a higher level of therapeutic interventions, better adherence, more cost savings and a consistently higher Net Promoter Score ("NPS") compared to retail pharmacies.
Specialty Pharmacy Services. Specialty medications are primarily characterized as high-cost medications for the treatment of complex and rare diseases. These medications broadly include those with frequent dosing adjustments, intensive clinical monitoring, the need for customer training, specialized product administration requirements or medications limited to certain specialty pharmacy networks by manufacturers. Through a combination of assets and capabilities, we work to provide an enhanced level of predictable care and therapy management for customers taking specialty medications, increased visibility and improved outcomes for payors and custom programs for biopharmaceutical manufacturers. Accredo is focused on dispensing injectable, infused, oral and inhaled drugs that require a higher level of clinical service and support than traditional pharmacies typically offer. Accredo supports successful outcomes for customers and reduces waste for clients through specialty trained clinicians, a nationwide footprint and a network of in-home nursing services, reimbursement and customer assistance programs and biopharmaceutical services. Drug manufacturers may select Accredo for exclusive dispensing of highly specialized therapies. Freedom Fertility Pharmacy is dedicated exclusively to supporting customers undergoing
(1) Non-specialty network scripts filled through 90-day programs and home delivery scripts are multiplied by three. All other network and specialty scripts are counted as one script.
5


Principal Products & Services

fertility treatment. Accredo and Freedom Fertility Pharmacy Benefitserve customers within a pharmacy benefit plan administered by Express Scripts PBM, as well as customers in plans administered by other PBMs and health plans.

Benefits Management Services. Our PBM servicesSolutions. We drive high quality,high-quality, cost-effective pharmaceutical care through prescription drug utilization and cost management.management services. We consult with clients to assist in selectingsupport our clients' plan design features that balance their requirements for cost control with customerselections to deliver balanced affordability, choice, simplicity and convenience. We focus our solutions to enable better decisions in four important, interrelated areas: benefit choices, drug choices, pharmacy choicesalign with our clients' service, care and health choices.cost management needs. As a result, we believe we deliver better outcomes, higher customer satisfaction and a more affordable prescription drug benefit. As of December 31, 2018, we operated four high-volume automated dispensing home delivery pharmacies, five non-dispensing prescription processing centers, five customer contact centers, seven specialty home delivery pharmacies, 20 specialty branch pharmaciesWe process drug claims via Express Scripts Pharmacy, Accredo and eight specialty nursing offices.

Clinical Solutions.our retail networks by integrating retail network pharmacy administration, benefit design consultation, drug utilization review, drug formulary management and pharmacy fulfillment services. We offer innovative clinical programsadminister payments to drive better health outcomes at a lower cost by identifyingretail networks and addressing unsafe, ineffective and wasteful prescribing; dispensing and utilization of prescription drugs; and intervening with, or supporting interventions with, physicians, pharmacies and customers.

    RationalMed® evaluates medical, pharmacy and laboratory databill benefits costs to detect critical customer health and safety risks that are addressedour clients through timely notice to physicians, pharmacies, customers and case managers.

    ScreenRx® uses proprietary predictive models to detect customers at risk for nonadherence and proactively address the problem through customized interventions for each individual customer.
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      ExpressAlliance® offers customer care coordination services that enable customer-authorized health care professionals to share a common view of a customer's health record and coordinate customer outreach and counseling.

      Advanced Opioid ManagementSM works comprehensively with customers, prescribers and pharmacies to minimize early exposure to opioids while helping prevent progression to overuse and abuse.

Other solutions include Total Performance Management, Concurrent our end-to-end adjudication services.

Drug Utilization Review Advanced Utilization Management, Medication Therapy Management, Digital Report Monitoringprogram. When pharmacies submit claims for prescription drugs to us, we review them electronically in real time for health and Fraud, Wastesafety. We then alert the dispensing pharmacy of any detected issues. Clients may also choose to enroll in programs that result in communications about potential therapy concerns being sent to prescribers after the initial claim submission.
Benefits Design Consultation. We consult with our clients on how best to structure and Abuse.

leverage the pharmacy benefit to meet plan objectives for affordable access to the prescription medications customers need to stay healthy and to ensure the safe and effective use of those medications.
myMatrixx. myMatrixx is a unique PBM with an exclusive focus on workers' compensation. We combine high touch customer service with clinical expertise and state-of-the-art business intelligence systems to deliver simplified solutions and positive outcomes. myMatrixx leverages Express Scripts' robust pharmacy network and provides a smooth and personalized experience for clients and injured workers.
eviCore Medical Benefits Management. eviCorehealthcare is a leading provider of integrated health benefit management solutions that focus on driving adherence to evidence-based clinical guidelines, improving the quality of patient outcomes and reducing the cost of care. eviCore provides technology-enabled managed solutions in clinical diagnostic areas such as advanced imaging, cardiology and gastroenterology, as well as in whole person (longitudinal) areas such as musculoskeletal, oncology, fertility and post-acute care. eviCore contracts with health plans and other commercial and government payors to promote the appropriate use of health care services by the customers they serve. In certain instances, this occurs through capitated risk arrangements, when we assume the financial obligation for the cost of health care services provided to eligible customers covered by eviCore health care management programs.
Medical Drug Management. We offer a comprehensive range of services and guaranteed savings for managing medically billed specialty drugs. Our solutions apply utilization management, site of care management and claims prepayment review to effectively reduce wasteful spend, while providing services tailored to customers ensuring safety and healthier outcomes. We also offer Express Scripts SafeGuardRx®.  We are the industry leader in offeringMedRx Management, a suite of solutions aimed at therapy classes that pose significant budgetary threats and clinical challenges to patients. Our solutions are designed to keep ourconsultative services for medical rebates contracting, medically-billed drug preferencing and value-based contracting.
Embarc Benefit Protection. Embarc shields clients aheadand members from the high costs of the cost curve while providing customers the personalized care and access they need. These solutions are offered throughout our PBM services and include, but are not limited to: Pulmonary Care Value ProgramSM; Multiple Sclerosis Care Value ProgramSM; Inflammatory Conditions Care Value ProgramSM; Diabetes Care Value ProgramSM; Hepatitis Cure Value Program®; Cholesterol Care Value Program®; Oncology Care Value Program®; Market Events Protection Program®; and Inflation Protection ProgramSM. Innovative programs, such as Express Scripts SafeGuardRx, combine utilization management controls with formulary management, the specialized care model of our Therapeutic Resource Center® program (described below) and comprehensive guarantees, and help us to change the market in key specialty categories. Notably, our programs covering oncology and inflammatory conditions have introduced a value-based contracting approach, with payments now tied to a product's effectiveness.

Specialized Pharmacy Care.  At the center of Express Scripts' condition-specific approach to care are Therapeutic Resource Center services, which are pharmacy practices specializing in caring for customers with the most complex and costly chronic conditions including cardiovascular disease, diabetes, cancer, HIV, asthma, depression and other rare and specialty conditions. Our Therapeutic Resource Center services are designed to optimize the safe and appropriate dispensing of therapeutic agents, minimize waste, and improve clinical and financial outcomes. Through our Therapeutic Resource Center services, specialist pharmacists provide the expert, personalized carelife-saving gene therapies, so that customers increasingly demand.

Home Delivery Pharmacy Services.  In addition towho need treatment can get it. Additionally, the order processing that occurs at these home delivery pharmacies, we operate several non-dispensing prescription processing facilities and customer contact centers. Our pharmacies provide greater safety and accuracy than retail pharmacies, convenientprogram provides access to maintenance medications, and better management of our clients' drug costs through operating efficiencies. We are directly involved with the prescriber and customer through our home delivery pharmacies, and our research shows that we achieve a higher level of generic substitutions, therapeutic interventions and better adherence than is achieved through retail pharmacy networks.

Specialty Pharmacy Services.  Specialty medications are used primarily for the treatment of complex diseases. These medications are broadly characterized to include those with frequent dosing adjustments, intensive clinical monitoring, the need for customer training, specialized product administration requirements and/or medications limited to certain specialty pharmacy networks by manufacturers. Through a combination of assets and capabilities, we provide an enhanced level of personalized care and therapy management for customers taking specialty medications, increased visibility and improved outcomes for payors, as well as custom programs for biopharmaceutical manufacturers.

    Accredo Health Group ("Accredo") is focused on dispensing injectable, infused, oral or inhaled drugs that require a higher level of clinical servicequality, cost-effective in-network providers and support than traditional pharmacies typically offer.

    Accredo achieves better outcomesfrom a dedicated gene therapy case management team.
FamilyPath. FamilyPath is raising the bar for customersfertility health by providing more comprehensive, more flexible coverage and reduces wasteproactive care for clients through specialty trained clinicians, a nationwide footprint, a network of in-home nursing services, reimbursementgrowing families, including expanded medical and customer assistance programs,pharmacy benefit management; access to vetted provider and biopharmaceutical services.

Our subsidiary Freedomlab networks; and dedicated Fertility is a leading specialty pharmacy focused on the needs of fertility customersAdvisors to proactively support and providers. Through Freedom Fertility, we provide insurance assistance, customer education, and support.

Our subsidiary Care Continuum provides medical benefit drug management services that enable greater oversight of our clients' specialty spend billed through the medical benefit designed to ultimately make specialty drugs more affordable and accessible.

guide customers.
Retail Network Pharmacy Administration. We contract with retail pharmacies to provide prescription drugs to customers of the pharmacy benefit plans we manage. InWe negotiate with pharmacies throughout the United States Puerto Rico and the Virgin Islands, we negotiate with pharmacies to discount drug prices provided to customers and manage national and regional networks responsive to client preferences related to cost containment, convenience of access for customers and network performance. We also manage networks of pharmacies customized for or under direct contract with specific clients and have contracted with pharmacy provider networks to comply with CMSthe Center for Medicare and Medicaid Services ("CMS") access requirements for the federal Medicare Part D Prescription Drug Programprescription drug program ("Medicare Part D"). All retail pharmacies in our network communicate with us online and in real-time to process prescription drug claims. When a plan membercustomer presents their identification card at a network pharmacy, the network pharmacistpharmacy sends specific member,customer, prescriber and prescription information in an industry-standard format through our systems, which process the claim and respond to the pharmacy with relevant information to process the prescription.

Benefit Design Consultation.  We consult with our clients on how best to structure and leverage the pharmacy benefit to meet plan objectives for affordable access to the prescription medications people need to stay healthy, and ensure the safe and effective use of those medications.

Drug Utilization Review.  When prescriptions are presented to our pharmacies or submitted for coverage, we review them electronically and systematically in real-time for safety and effectiveness. We then alert the dispensing pharmacy to detected issues. Issues not adequately addressed at the time of dispensing may also be communicated to the prescriber retrospectively.

Drug Formulary Management. Formularies are lists of drugs with designations that may be used to determine drug coverage, customer out-of-pocket costs and communicate plan preferences in competitive drug categories. Our formulary managementservices support clients
10    CIGNA CORPORATION - 2018 Form10-K

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ITEM 1. Business

    in establishing formularies that assist customers and physicians in choosing clinically appropriate,clinically-appropriate, cost-effective drugs and prioritize access, safety and affordability. We administer specific formularies on behalf of our clients, including standard formularies developed and offered by Express Scripts and custom formularies in which we play a more limited role. Most of our clients select standard formularies, governed by our National Pharmacy & Therapeutics Committee, (the "P&T Committee") that compriseswhich is comprised of a panel of independent physicians and pharmacists in active clinical practice representing

6


a variety of specialties and practice settings, typically with major academic affiliations. In making formulary recommendations, the P&T Committeethis committee considers only the drug's safety and efficacy and not the cost of the drug, including any negotiated manufacturer discount or rebate arrangement. This process is designed to ensure the clinical recommendation is not affected by our financial arrangements. We fully comply with the P&T Committee'sthis committee's clinical recommendations regarding drugs that must be included or excluded from the formulary based on their assessment of safety and efficacy.

Drug Claim Adjudication.  We process
Advanced Utilization Management. These programs include prior authorization, drug claims for home delivery or retail networks through integration of retail network pharmacy administration, benefit design consultation, drug utilization review, drug formularyquantity management and step therapy designed to decrease client spend on pharmacy.
Enhanced Fraud, Waste & Abuse. Evernorth helps plan sponsors identify potential problem customers and prescribers with unusual or excessive utilization patterns. The program is designed to help identify outliers and situations of abnormal use or prescribing patterns by analyzing types of prescriptions, refill patterns and pharmacy fulfillment services. We administer payments to retail networks and bill benefits costs to our clients through our end-to-end adjudication services.

Inside Rx.  The Inside Rx program delivers broad and affordable access to medication for the uninsured and those navigating the changing health care landscape. Inside Rx partners with participating retail pharmacies and major pharmaceutical companies to provide discounts, via a discount card for customers who would otherwise pay full list price for prescription medications. This program works collaboratively across the pharmacy supply chain with a shared focus to ensure customers have affordable access to medication they need. Inside Rx also provides access to pet prescriptions via our home delivery pharmacy services.

utilization.
Administration of a Group Purchasing Organization.  We operate aOrganizations. Evernorth operates various group purchasing organization ("GPO")organizations that negotiatesnegotiate pricing for the purchase of pharmaceuticals fromand formulary rebates with pharmaceutical manufacturers and suppliers. Weon behalf of their participants. They also provide various administrative services to GPOtheir participants including negotiationmanagement and managementreporting.
Copay Solutions. Our first-to-market innovative copay solutions helps customers afford their medications, protect plan design preferences and achieve lower trend. In partnership with SaveOnSP on the first non-essential health benefits copay assistance solution, we've driven significant savings by targeting high-cost, high-volume drugs. SaveOnSP recommends plan design and coverage changes for certain drugs, enabling maximum savings and reducing plan and client costs. As manufacturer programs and regulations change, this aggressive solution adapts, delivering lower specialty plan cost and enhanced customer support.
Inside Rx. Inside Rx is a prescription medication savings program that offers eligible customers discounts on many brand and generic medications for self-paying customers. This program is not insurance but offers savings at more than 60,000 participating retail pharmacies (including all major chains) in the United States and Puerto Rico. The program also offers discounts on prescription medications through private label solutions. Inside Rx earns a small fee from our supply chain partners every time a customer fills a prescription via the program. This lets us provide access to our savings card at no cost to the customer.
Evernorth Wholesale Marketplace. Evernorth Wholesale Marketplace offers a suite of flexible, private label solutions including Pharmacy Rebate Program services, Retail Network Program services, SafeGuardRx, Medical Rebate Program and Utilization Management. As the needs of the GPO purchasing contracts. market evolve, we will continue to partner with clients and develop additional offerings that align with their goals and objectives.
Value-Based Programs.
Express Scripts' GPOScripts SafeGuardRx. We offer a solution platform aimed at therapy classes that pose budgetary threats and clinical challenges to customers. Our solutions are designed to keep our clients ahead of the drug cost curve while providing customers the personalized care and access they need. These solutions are offered throughout our pharmacy benefit management services and include, but are not limited to care for: cardiovascular, diabetes, hepatitis, HIV, inflammatory conditions, neurological, multiple sclerosis, oncology, pulmonary, rare conditions and weight management. Innovative programs, such as Express Scripts SafeGuardRx, combine utilization management, formulary management, specialized care from our Therapeutic Resource Centers and financial savings, to help us to change the market in key categories. These services optimize the safe and appropriate dispensing of therapeutic agents, minimize waste and improve clinical and financial outcomes.
Express Scripts Patient Assurance Program. This program addresses the need for greater affordability and access to medications by providing a fixed out-of-pocket cost to customers in non-government funded benefit plans.
Care Delivery and Care Management Solutions.We offer clinical programs to help our clients drive better whole-person health outcomes at a lower cost by identifying and addressing potentially unsafe or wasteful prescribing, dispensing and use of prescription drugs and communicating with, or supporting communications with, physicians, pharmacies and customers.
MDLIVE telehealth services provide flexibility for the customer to access a network of telehealth providers for routine primary care and wellness, urgent care, dermatology care and behavioral health care needs.
Our inMynd Behavioral Health solution provides access to expert guidance and support for anxiety, depression and insomnia, including access to individualized support and resources, condition-specific care through our Neuroscience Therapeutic Resource Centers and a digital Cognitive Behavioral Therapy.
Health Connect 360 is a membertransformational, outcomes based, clinical management model that bridges pharmacy, medical, lab and biometric data to develop insights and deliver personalized health care clinical support. Clinical outcomes and quality metrics are tailored to meet client needs.
RationalMed improves patient health and safety by integrating medical, pharmacy and laboratory claims data to initiate changes and correct errors in care, lowering both medical and prescription drug costs.
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Through the Evernorth Digital Health Formulary, we evaluate, procure, implement and manage digital health solutions on behalf of clients, alleviating administrative burden and ensuring clinical effectiveness, data security, user-friendly experiences and financial value.

Evernorth Intelligence Solutions. By bringing together world-class talent, multi-disciplinary expertise and advanced data and analytics, we unlock actionable insights to help drive greater affordability, simplicity, predictability and growth. We work together with our clients and partners to create dynamic solutions, services and platforms that guide better decisions and improved performance (see "Business - Digital, Data and Technology" section of this Form 10-K for further information).
Evernorth Labs. We accelerate innovation through increased collaboration with clients, customers and partners to develop solutions for launch in their businesses. With our Labs, which are state-of-the-art research facilities and shared spaces for collaboration, ideation and innovation, we gather with our clients and industry leaders to solve the GPO of Walgreens Boots Alliance Development GmbH.

Digital Consumer Healthtoughest challenges in the health care system, including: better managing the most complex and Drug Information.expensive disease states, such as oncology; improving care access and delivery, such as worksite, home and virtual care; and planning for emerging trends, such as artificial intelligence, and industry disruptors, such as COVID-19.
Data, advanced analytics and platforms. We empower customer decision-making through online and mobile toolsuse advanced predictive modeling to shape solutions that help customersdecrease health care fragmentation, drive optimized care coordination, reduce key cost drivers and improve health outcomes. In-depth trend analysis helps us to identify and effectively address challenges like opioid abuse, COVID-19 and other emerging health crises. We use market surveillance and forecasting to pinpoint and proactively address cost drivers. Our platform strategy as a service gives clients the tools to build successful businesses in a flexible, customizable way: Trend Central® provides access to key performance indicators to help plan sponsors reduce costs and work towards healthier outcomes; HealthPredict produces high patient-level risk scores, to show the highest value opportunities for proactive intervention; MediCUBE gives our academic detailing pharmacists the analytical power to identify ways to save plans from significant unnecessary spend and improve quality metrics; and ScriptVision provides a suite of real-time, data-driven capabilities that empower physicians to make informedthe best prescribing choices, including ePrescribing (including controlled substances), real-time prescription benefit information, electronic prior authorizations, clinical care messages such as drug pharmacyinteractions and health choices. Information includedhigh-risk medication alerts and data on our website and mobile application are not part of this annual report.

patient adherence rates.
Provider Services. CuraScript Specialty Distribution ("CSD")SD is a specialty distributor of pharmaceuticals and medical supplies (including injectable and infusible pharmaceuticals and medications to treat specialty and rare or orphan diseases) directly to health care providers, clinics and hospitals in the United States for office or clinic administration. Through our CSDthis business, we provide distribution services primarily to office and clinic-based physicians who treat customers with chronic diseases and regularly order costly specialty pharmaceuticals. CSDThis business provides competitive pricing on pharmaceuticals and medical supplies, operates three distribution centers and ships most products overnight within the United States; CSDit also provides distribution capabilities to Puerto Rico and Guam. CSDIt is a contracted supplier with most major group purchasing organizations and leverages our distribution platform to operate as a third-party logistics provider for several pharmaceutical companies.

Medical Benefit Management Services.  eviCore is a leading provider of integrated medical benefit management solutions that focus on driving adherence
Customers
We provide products and services in the Evernorth segment to evidence-based guidelines, improving the quality of customer outcomesclients and reducing the cost of care forcustomers, as described below. Also described below are our clients. eviCore manages medical benefits in categories including radiology, cardiology, musculoskeletal disorders, sleep disorders, post-acute care, genetic lab, specialty pharmacycurrent and medical oncology. eviCore contracts with health plans and other commercial and governmental payors to promote the appropriate use of health care services and contracts. In certain instances, this occurs through capitated risk arrangements, where we assume the financial obligation for the cost of health care services provided to eligible customers covered by eviCore's health care management programs.

Customers

former significant clients.
Clients. We provide services to managed care organizations, health insurers, third-party administrators, employers, union-sponsored benefit plans, workers' compensation plans, government health programs, providers, clinics, hospitals and others.

We provide services to a majority of customers in our Cigna Healthcare segment.
Customers. Prescription drugs are dispensed to customers ofpatients connected to the clientsservice offerings we serveprovide to clients. Prescription drugs are dispensed primarily through networks of retail pharmacies under non-exclusive contracts with us and through ourvia home delivery fulfillment pharmacies,from Express Scripts Pharmacy and specialty drug fulfillment pharmacies and fertility fulfillment pharmacies.

Our key customers include the United States

The Department of Defense ("DoD") and Anthem. The DoD's TRICARE® Pharmacy Program is the military health care program serving active-duty service customers, National Guard and Reserve customers and retirees, as well as their dependents. Under our DoDthis contract, we provide online claims adjudication, home delivery services, specialty pharmacy clinical services, claims processing and contact center support and other services critical to managing pharmacy trend.

In 2021, the DoD awarded Express Scripts a 7-year pharmacy program contract beginning January 1, 2023. Under the new contract, Express Scripts will provide enhanced specialty care and expanded care coordination capabilities, while continuing to support current pharmacy operations, through 2029. Revenues from this contract are significant to the segment.

In 2019, Express Scripts and Prime Therapeutics LLC ("Prime") entered into an agreement effective on April 1, 2020 to deliver improved choice and affordability for Prime's clients and their customers by enhancing retail pharmacy networks and pharmaceutical
8


manufacturer value. In 2021, the relationship with Prime was expanded to include the option for Prime's plans to access the Accredo specialty pharmacy and Express Scripts home delivery in-network pharmacies. Revenues from these contracts are significant to the segment.
On January 30, 2019, Anthem, Inc. ("Anthem"), a former customer, exercised its right to early terminate theirtermination of its pharmacy benefit management services agreement, with us, effective March 1, 2019. There is a twelve-month transition period ending March 1, 2020. It is expected thatAs of December 31, 2019, the transition of Anthem's customers will occur at various dates, as informed by Anthem's technology platform migration schedule. Over the next twelve months, we will focus on an effective transition of this relationship and related services over Anthem's accelerated timeline.was substantially complete. For further discussion of our Anthem relationship, see the "Executive Summary —Overview – Key Transactions and Business Developments" section of our MD&A located in Part II, Item 7 of thethis Form 10-K.

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ITEM 1. Business

Competition

The health care industry has undergone periods of substantial consolidation and may continue to consolidate in the future. Many of the largest managed care organizations now also own health services businesses that compete with Evernorth in the verticals in which we participate. We believe the primary competitive factors in the industry include the ability to: negotiate with retail pharmacies to ensure our home delivery pharmacy and retail pharmacy networks meet the needs of our clients and customers; provide home delivery and specialty pharmacy services; negotiate discounts and rebates on prescription drugs with drug manufacturers; navigate the complexities of government-reimbursed business including Medicare, Medicaid and the Public Exchanges;public exchanges; manage cost and quality of specialty drugs; use the information we obtain about drug utilization patterns and consumer behavior to reduce costs for our clients and customers;customers and the level of service we provide.

Independent PBMs.  MedImpact and Navitus Health Solutions compete with us on a variety of products and in various regions throughout the United States.

Managed Care PBMs.  Aetna Inc. CVS Caremark (owned by CVS Health Corporation), Humana, IngenioRx (owned by Anthem, Inc.), OptumRx (owned by UnitedHealth Group)Group Inc.) and Prime Therapeutics (owned by a collection of Blue Cross / Blue Shield Plans) compete with us on a variety of products and in various regions throughout the United States.

Retail Pharmacies.  CVS Caremark (owned by CVS Health) and Envision RxIndependent PBMs. MedImpact, Navitus Health Solutions, Elixir (owned by Rite Aid). Wal-Mart Stores,Aid Corporation) and many other regional PBMs compete with us on a variety of products across the United States.
Pharmacies. CVS, Walgreens Boots Alliance, Inc. engages in certain activities competitive, WalMart, Inc., Rite Aid, Kroger and other independent pharmacies compete with PBMs.

us for the delivery of prescription drug needs to our customers. In addition, many PBMs own and operate home delivery and specialty pharmacies including CVS, OptumRx, Walgreens, Humana and Elixir. New entrants continue to emerge including Amazon Pharmacy, Capsule and Hims.
Third-Party Benefits Administrators. Third parties that specialize in claim adjudication and benefit administration, such as Argus,SS&C Health, are direct competitors. With the emergence of alternative benefit models through Private Exchanges,private exchanges, the competitive landscape also includes brokers, health plans and consultants. Some of these competitors may havedeploy greater financial, marketing and technological resources than we do and new market entrants, including strategic alliances aimed at modifying the current health care delivery models or entering the prescription drug sector from another sector of the health care industry, may increase competitivenesscompetition as barriers to entry are relatively low.

For example, GoodRx is an entrant focused on serving the uninsured and underinsured in the cash pay pharmacy administration space.
Care Delivery and Care Management Solutions Providers. OptumHealth, NaviHealth and Landmark (UnitedHealth Group Inc.); Beacon, Aspire and CareMore (Anthem, Inc.); CVS' HealthHubs and MinuteClinics; Kindred and oneHome (Humana Inc.); Community and Bayless (Centene Corporation); VillageMD, Teladoc, Doctor on Demand, MeMD, WalmartHealth and AmazonCare are among the companies that compete with us in this market.
Clinical Solutions and Health Care Data Analytics Companies. Optum (owned by UnitedHealth Group)Group Inc.), Anthem, Inc., Magellan Health (owned by Centene Corporation), Apixio, HealthHelp, Cotiviti and Inovalon are among the companies that compete with us in this market.

Quality

Operations
Sales and Account Management. Our sales and account management teams market and sell PBMpharmacy benefit management solutions and are supported by client service representatives, clinical pharmacy managers and benefit analysis consultants. These teams work with clients to develop innovative strategies that put medicine within reach of customers while helping health benefit providers improve access to and affordability of prescription drugs.

Supply Chain. Our supply chain contracting and strategy teams negotiate and manage pharmacy retail network contracts, pharmaceutical and wholesaler purchasing contracts and manufacturer rebate contracts. As our clients continue to experience increased cost trends, our supply chain teams develop innovative solutions such as our Express Scripts SafeGuardRx platform and narrowpreferred pharmacy networks to combat these pricecost increases. In addition, our Formulary Consulting team, consisting of pharmacists and financial analysts, provides services to our clients to support formulary decisions, benefit design consultation and utilization management programs.

Clinical Support. Our staff of highly trained health care professionals provides clinical support for our PBMpharmacy, medical and medical benefitbehavioral customers. Our services include access to:
9


Triage for crisis care, safely guiding customers in their most vulnerable moments
Comprehensive behavioral health offerings including network access, utilization management services, including moreand coordination of care to treat conditions ranging from depression and anxiety to substance use, autism and eating disorders
Condition-specific specialized customer care for customers with select chronic and complex conditions. We operate condition-specificthrough our Therapeutic Resource Center facilities staffed with specialist pharmacists, nurses and other clinicians who provide personal
Clinical development and specialized customer care. Ouroperational support for our pharmacy benefit management services by our clinical solutions staff of pharmacists and physicians provides clinical development and operational support for our PBM services. These health care professionalswho conduct a wide range of activities includingincluding: identifying emerging medication-related safetyissuesandalertingphysicians,clientsandcustomers(asappropriate);providingdruginformationservices;managing formulary; identifying and alerting physicians, clients, and customers (as appropriate); providing drug information services; managing formulary;closing gaps in care; and developing utilization management, safety (drug utilization review) and other clinical interventions.

Research and Analytics.  Our research and analytics team conducts timely, rigorous and objective research that supports evidence-based pharmacy benefit management and evaluates the clinical, economic and individual impact of pharmacy benefits. They also use predictive modeling, machine learning and other analytical tools to develop and improve our products and services. The team also produces the Express Scripts Drug Trend Report, which examines trends in pharmaceutical utilization and cost, the factors triggering those trends and new solutions our clients can implement to control their pharmacy spend while improving the health of their customers.

Technology

Our technology team supports the various management information systems essential to our operations including the pharmacy and medical benefit claims processing systems and specialty pharmacy systems, while seeking opportunities to optimize our technology solutions by consolidating and upgrading our technology platforms.

Uninterrupted point-of-sale electronic retail pharmacy claims processing is a significant operational requirement for our business. Claims in the United States are processed through systems managed and operated domestically by internal resources and an outsourced vendor. We believe we have substantial capacity for growth in our United States claims processing facilities.

We leverage outsourced vendor services to provide certain disaster recovery services for systems located at our data centers. For systems not covered by a third-party vendor arrangement, such as our specialty pharmacy data centers, our corporate disaster recovery organization manages internal recovery services.

Express Scripts is proud of its commitment to innovation in the field of health care. Express Scripts innovations improve patient outcomes while eliminating waste in the health care system. Express Scripts Holding Company and its affiliated companies (individually and/or collectively "Express Scripts") hold more than 170 United States patents. We use these patents to protect our proprietary technological advances.

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ITEM 1. Business

Our technology platform allows us to safely, rapidly, and accurately adjudicate 1.4 billion adjusted prescriptions annually. Our technology helps retail pharmacies focus on patient care, and our real-time safety checks help avoid hundreds of thousands of medication errors annually. Technology is the backbone to all of our solutions – from our provider-focused advances that improve e-prescribing and electronic prior authorization – to our patient-friendly app and website interfaces, and our continued investments provide an easier, more efficient experience with all of our partners.

Our formulary strategy and our SafeGuardRx program are also rooted in technology that applies our deep pharmacy expertise and data insights more rapidly and comprehensively to drive better clinical and financial outcomes for clients and patients.

Our Health Services business owns and has registered certain trade and service marks with the United States Patent and Trademark Office, including but not limited to the following marks: EXPRESS SCRIPTS®, MEDCO®, ACCREDO®, CURASCRIPTSD®, EVICORE HEALTHCARE®, FREEDOM FERTILITY PHARMACY®, RATIONALMED®, SCREENRX®, EXPRESSALLIANCE®, THERAPEUTIC RESOURCE CENTER®, ADVANCED OPIOID MANAGEMENTSM, SAFEGUARDRX®, CHOLESTEROL CARE VALUESM, HEPATITIS CURE VALUESM, MARKET EVENTS PROTECTIONSM, ONCOLOGY CARE VALUESSM, DIABETES CARE VALUESM, INFLAMMATORY CONDITIONS CARE VALUESM, INFLATION PROTECTIONSM, PULMONARY CARE VALUESM, MULTIPLE SCLEROSIS CARE VALUESM, and INSIDE RX®.

We also hold a portfolio of patents and pending patent applications. We are not substantially dependent on any single patent or group of related patents.

interventions

Suppliers

We maintain an inventory of brand namebrand-name and generic pharmaceuticals in our home delivery and specialty pharmacies. Our specialty pharmacies also carry biopharmaceutical products to meet the needs of our customers, including pharmaceuticals for the treatment of rare or chronic diseases; if a drug is not in our inventory, we can generally obtain it from a supplier within one business day.

a reasonable amount of time.

We purchase pharmaceuticals either directly from manufacturers or through authorized wholesalers. Express ScriptsEvernorth uses one wholesaler more than others in the industry, but holds contracts with other wholesalers if needs for an alternate source arise and believes alternative supply is readily available should it be needed.arise. Generic pharmaceuticals are generally purchased directly from manufacturers.

Industry

Key Transactions and Business Developments

See the "Industry"Executive Overview - Key Transactions and Business Developments" section of theour MD&A located in Part II, Item 7 of this Form 10-K beginning on page 47 for discussion of key industry developments impacting this segment.

Intellectual Property Rights
The trademarks and service marks covering products, services and businesses provided under the Evernorth segment include, but are not limited to, the following: EXPRESS SCRIPTS®, EVERNORTHSM, EVERNORTH HEALTHSM, MEDCO®, ACCREDO®, CURASCRIPTSD®, MYMATRIXX®, EVICORE HEALTHCARE®, FREEDOM FERTILITY PHARMACY®, VERITY®, MDLIVE®, QUALLENT PHARMACEUTICALSSM,RATIONALMED®, SCREENRX®, EXPRESSALLIANCE®, EVERNORTH DIGITAL HEALTH FORMULARYSM, THERAPEUTIC RESOURCE CENTER®, ADVANCED OPIOID MANAGEMENT®, EXPRESS SCRIPTS SAFEGUARDRX®, HIV CARE VALUE®, RARE CONDITIONS CARE VALUE®, NEUROLOGICAL CARE VALUE®, CARDIOVASCULAR CARE VALUE®, HEPATITIS CURE VALUE®, MARKET EVENTS PROTECTIONSM, ONCOLOGY CARE VALUESM, PULMONARY CARE VALUE®, MULTIPLE SCLEROSIS CARE VALUESM, CHOLESTEROL CARE VALUESM, HEALTH CONNECT 360®, EMBARC BENEFIT PROTECTION®, INMYNDSM, EXPRESS SCRIPTS PATIENT ASSURANCE®, MEDICUBE®, EXPRESS SCRIPTS PHARMACY®, FAMILYPATHSM, SCRIPTVISION®, INSIDE RX®, EXPRESS SCRIPTS MEDRX MANAGEMENT®, WEIGHT MANAGEMENT CARE VALUESMand EVERNORTH WHOLESALE MARKETPLACESM. We, or our affiliated companies, own trademarks and trademark registrations for these and other company marks.

We also hold a portfolio of patents and pending patent applications. We are not substantially dependent on any single patent or group of related patents.

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CIGNA HEALTHCARE

International Markets

Cigna Healthcare includes Cigna's U.S. Commercial, U.S. Government and International Markets segment has operations in over 30 countries or jurisdictions providing a full range ofHealth operating segments that provide comprehensive medical and supplemental health, life,coordinated solutions to clients and accident benefits to individuals and employers. Productscustomers. U.S. Commercial products and services include comprehensivemedical, 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 hospitalization, dental, critical illness, personal accident, term life,in our international markets, as well as health care benefits for globally mobile individuals and variable universal life.employees of multinational organizations. In 2018, International Markets2021, Cigna Healthcare reported adjusted revenues of $5.4$44.7 billion and pre-tax adjusted income from operations of $735 million.

$3.6 billion.
In 2021, in connection with the pending Chubb Transaction described in the "Overview" section of this Form 10-K, we updated our reporting segments to align with the new management structure. The Cigna Healthcare segment is comprised of the previously named U.S. Medical segment and the businesses to be retained from the previous International Markets segment.
HOW WE WIN
·Broad and deep portfolio of solutionsacross U.S. Commercial, U.S. Government and International Health operating segments
·Commitmentto highest-quality health outcomes and customer experiences
·Collaborativephysician engagement models emphasizing value over volume of services
·Integrated and coordinated benefit solutionsthat deliver value for our customers, clients and partners
·Technology and data analyticspowering actionable insights and affordable, predictable solutions
·Talented and caring peopleembracing change and putting customers at the center of all we do
Our results are driven by our ability to deliver value through our integrated product and service offerings and to leverage data and analytics to control medical costs and enable better health outcomes. We differentiate ourselves by providing innovative, personalized and affordable health care benefit solutions based on the unique needs of the individuals and clients we serve. We deliver value through our integrated approach and use of technology, including digital and data analytics, to enhance patient engagement and health care outcomes, underscoring our strategic focus on delivering an industry-leading customer experience. We continue to strengthen our collaborative relationships with providers through value-based reimbursement.

We offer a mix of medical insurance products and services to employers, other groups and individuals along with specialty products and services designed to improve the quality of care, lower costs and help customers achieve better health outcomes. Many of these products are available on a standalone basis, but we believe they create additional value when integrated with a Cigna-administered health plan. Our products are available through several distribution channels including brokers, direct sales and public and private exchanges. Our three funding solutions (i.e., administrative services only ("ASO"), insured – guaranteed cost ("GC") and insured – experience-rated ("ER") arrangements) enable us to customize the amount of risk taken by, and lower costs for, our clients.





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The following chart depicts a high-level summary of our principal products and services in this segment, with definitions on subsequent pages.
Principal Products & ServicesMajor Brand(s)GeographyFunding Solution(s)Market Segment(s)Primary Distribution Channel(s)Primary Competitors
​  How We Win
U.S. Commercial Medical
Managed CareCignaNationwideGC, ER, ASOU.S. CommercialBrokers, Private Exchanges, DirectNational Insurers, Local Healthplans, Third-Party Administrators ("TPAs")

Preferred Provider Organization ("PPO")
Cigna

Broad range of health and protection related solutions to meet the needs of the growing middle class and globally mobile

Nationwide
National Insurers, Local Healthplans, TPAs
Consumer-DrivenCigna

Leveraging deep consumer insights to drive product and service innovation

Nationwide
National Insurers, Local Healthplans

Leading innovative, direct to consumer distribution capabilities

U.S. Government Medical
Individual and Family PlansCigna

Access to quality, affordable care through one of thelargest global provider networks

10 states (1)
GCU.S. GovernmentPublic Exchanges, Brokers, DirectLocal Healthplans, Provider-led Plans, National Insurers
Medicare AdvantageCigna

Locally licensed andcompliant solutions managed bystrong, locally developed talent

25 states (2) & District of Columbia
GCU.S. GovernmentDirect, BrokersNational Insurers, Local Healthplans
Medicare Stand –Alone Prescription Drug PlansCigna, Express ScriptsNationwideGC, ASOU.S. GovernmentDirect, BrokersNational Insurers
Medicare SupplementCigna
48 states (3) & District of Columbia
GCU.S. GovernmentBrokers, Direct, Private ExchangesNational Insurers
Specialty Products and Services
Stop-LossCignaNationwideGCU.S. CommercialBrokers, DirectNational Insurers, Specialty Companies
Cost ContainmentCignaNationwideGC, ER, ASOU.S. CommercialDirectNational Insurers, Specialty Companies
Consumer Health EngagementCignaNationwideGC, ER, ASOU.S. Commercial, U.S. GovernmentBrokers, DirectNational Insurers, Specialty Companies
Pharmacy ManagementCignaNationwideGC, ER, ASOU.S. Commercial, U.S. GovernmentBrokers, DirectNational PBMs
Behavioral HealthCignaNationwideGC, ER, ASOU.S. CommercialBrokers, DirectNational Insurers, Specialty Companies
Dental & VisionCigna Dental Care®Nationwide
GC, ER, ASO
U.S. Commercial, U.S. GovernmentBrokers, DirectDental Insurers, National Insurers

Demand for our products

(1) AZ, CO, FL, IL, KS, MO, NC, TN, UT, VA.
(2) AL, AZ, AR, CO, CT, DE, FL, GA, IL, KS, MD, MS, MO, NC, NJ, NM, OH, OK, OR, PA, SC, TN, TX, UT, VA.
(3) All states except MA and services is underpinned by the growing global middle class, aging populations, increasing prevalence of chronic conditions, and rising global health care costs. Our focus on product and service innovation means we continue to deliver solutions that meet the evolving needs of individual and group customers. Our distribution channels and funding sources range by product, customer, and geography.

International Markets is well-positioned to address the growing demand for access to quality, affordable care and supplemental health and life protection that fill gaps in public and private care. We distinguish ourselves through differentiated direct-to-consumer distribution, customer insights, product innovation, a leading provider network, and compliant solutions. We identify and pursue attractive market opportunities to bring health and protection solutions and tailor those solutions to the market and customer needs. Over the past several years, we have

CIGNA CORPORATION - 2018 Form10-K    13

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ITEM 1. Business

extended our product offerings and geographic reach. The chart below provides a high-level summary of our Principal Products and Services in this segment as of year-end, with definitions on subsequent pages.

NY.

12


Principal Products & ServicesMajor Brand(s)GeographyFunding Solution(s)Market Segment(s)Primary Distribution Channel(s)Primary Competitors
International Health Products and Services
Principal
Products &
Services



Major Brand(s)
Geography
Funding
Solution(s)


Key
Customer(s)


Primary
Distribution
Channel(s)



Primary
Competitors


Global Health CareCigna Global Health Benefits,

Cigna Global IPMIIndividual Health
Worldwide (except as limited by applicable law)

GC, ER, ASO
International HealthWorldwideBrokers, DirectExperience-rated, Guaranteed Cost, ASOMultinational Companies, Inter-governmental and Non-governmental Organizations

Globally mobile individuals
Brokers, Agents, Direct-to-ConsumerGlobal insurers
Local Health CareCigna, ManipalCigna, CignaCMBCigna CignaTTK CignaCMBUnited Kingdom, Spain, Hong Kong, India, China, Singapore, Middle East, Thailand

GC, ER, ASO

International HealthBrokers, DirectExperience-rated, Guaranteed Cost, ASOEmployer Groups

Individuals
Brokers, Agents, Direct-to-ConsumerGlobal insurers
Supplemental Health, Life, & AccidentCigna LINA Korea

CignaCMB CignaTTK CignaFinans
Asia Pacific, India, TurkeyGuaranteed CostIndividualsAffinity, Bancassurance, Brokers, Agents, Direct-to-ConsumerGlobal and local foreignnon-U.S. insurers


Principal Products & Services
U.S. Commercial Medical
Managed Care Plans are offered through our insurance companies, Health Maintenance Organizations ("HMOs") and TPA companies. HMO, Surefit®, LocalPlus®, Network and Open Access Plus plans use meaningful cost-sharing incentives to encourage the use of "in-network" versus "out-of-network" health care providers. The national provider network for Managed Care Plans is smaller than the national network used with the PPO plan product line.
PPO Plans feature a network with broader provider access than the Managed Care Plans.
Consumer-Driven Products are typically paired with a high-deductible medical plan and offer customers a tax-advantaged way to pay for eligible health care expenses. These products, consisting of health savings accounts, health reimbursement accounts and flexible spending accounts, encourage customers to play an active role in managing their health and health care costs.
U.S. Government Medical
Individual and Family Plans are Patient Protection and Affordable Care Act ("ACA") compliant exclusive provider organization ("EPO") or HMO plans marketed to individuals under age 65 who do not have access to health care coverage through an employer or government program such as Medicare or Medicaid. Customers receive comprehensive health care benefits and have access to a local network of health care providers who have been selected with cost and quality in mind.
Medicare Advantage Plans allow Medicare-eligible customers to receive health care benefits, including prescription drugs, through a managed care health plan such as our coordinated care plans. Our Medicare Advantage Plans include HMO and PPO plans marketed to individuals. A significant portion of our Medicare Advantage customers receive medical care from our value-based models that focus on developing highly engaged physician networks, aligning payment incentives to improve health outcomes and using timely and transparent data sharing.
Medicare Stand-Alone Prescription Drug ("Part D") Products provide a number of prescription drug plan options, as well as service and information support to Medicare-eligible individuals or individuals through a qualified employer group. Our stand-alone plans offer the coverage of Medicare combined with the flexibility to select a product that provides enhanced benefits and a formulary that meets an individual's specific needs. Eligible customers benefit from broad network access and enhanced service intended to promote adherence, wellness and affordability.
Medicare Supplement Plans provide Medicare-eligible customers with federally standardized Medigap-style plans. Customers may select among the various plans with specific plan options to meet their unique needs and may visit, without the need for a referral, any health care provider or facility that accepts Medicare throughout the United States.

Specialty Products and Services
Stop-Loss insurance coverage is offered to self-insured clients whose group health plans are administered by Cigna. Stop-loss insurance provides reimbursement for claims in excess of a predetermined amount for individuals, the entire group, or both.
Cost Containment Programs are designed to contain the cost of covered health care services and supplies. These programs reduce out-of-network utilization and costs, protect customers from balance billing and educate customers regarding the availability of lower cost in-network services. In addition, under these programs we negotiate discounts with out-of-network
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Principal Products & Services

providers, review provider bills and recover overpayments. We charge fees for providing or arranging for these services. These programs may be administered by third-party vendors that have contracted with Cigna.

Consumer Health Engagement services are offered to customers covered under plans administered by Cigna or by third-party administrators. These services consist of an array of health management, disease management and wellness services. Our Medical Management programs include case, specialty and utilization management and a 24/7 Health Information line which ensures around the clock access to a medical professional. Our Health Advocacy program services include early intervention in the treatment of chronic conditions and an array of health and wellness coaching. We administer incentives programs designed to encourage customers to engage in health improvement activities.
Pharmacy Management services and benefits can be combined with our medical offerings. The comprehensive suite of pharmacy management services are available to clients and customers through our integration with Evernorth's capabilities.
Behavioral Health services consist of a broad national network of behavioral health providers which includes one of the largest virtual networks in the United States, behavioral health specialty case and utilization management, a crisis intervention line accessible anytime, employee assistance programs and work/life programs. We integrate our programs and services with medical, pharmacy and disability programs to facilitate customized, holistic care as well as to provide resources that increase resiliency and address non-medical factors that affect overall well-being.
Dental & Vision solutions include dental HMO plans, dental PPO plans, exclusive dental provider organization plans, traditional dental indemnity plans and a dental discount program. Employers and other groups can purchase our products on either an insured or self-insured basis as standalone products or in conjunction with medical products. Additionally, individual customers can purchase insured dental PPO plans as standalone products or in conjunction with individual medical policies.
International Health
Global Health Care products and services include insurance and administrative services for medical, dental, pharmacy, vision and life, accidental death and dismemberment and disability risks. We are leading providers of products and services that meet the needs of multi-nationalmultinational employers, intergovernmental and non-governmentalnongovernmental organizations and globally mobile individuals with a focus on keeping employees healthy and productive. The employer benefits products and services are offered through guaranteed cost, experience-rated and administrative services only funding solutions, while individuals purchase guaranteed cost (insured) coverage. For definitions of funding solutions, see "Funding Solutions" in the "Integrated Medical" description of business section on page 6 of this Form 10-K.

Local Health Care products and services include medical, dental, pharmacy and vision as well as life coverage. The customers of local health care businesses are employers and individuals located in specific countries where the products and services are purchased. These employer services can similarly be funded through a range of options andoptions; individuals purchase on a guaranteed cost basis.

Supplemental

Revenues: Premiums and Fees
ASO. Plan sponsors (i.e., employers, unions and other groups) self-fund all claims, but may purchase stop-loss insurance to limit exposure. We collect fees from plan sponsors for providing access to our participating provider network and for other services and programs including: claims administration; behavioral health services; disease management; utilization management; cost containment; dental and pharmacy benefit management. Approximately 85% of our U.S. Commercial medical customers are in ASO arrangements.
Insured: GC and ER. In most states, individual and group insurance premium rates must be approved by the applicable state regulatory agency (typically department of insurance). State or federal laws may restrict or limit the use of rating methods. Premium rates are established at the beginning of a policy period and, depending on group size, may be based in whole or in part on prior experience of the policyholder or on a pool of similar policyholders. With the exception of ER policies, we generally cannot subsequently adjust premiums to reflect actual claim experience until the next policy period; the policyholder does not participate, or share in, actual claim experience; and we keep any experience surplus or margin if costs are less than the premium charged (subject to minimum medical loss ratio rebate requirements discussed below). For all insured arrangements, we bear the risk for actual costs in excess of the premium charged. Approximately 15% of our U.S. Commercial medical customers are in insured arrangements.

For Medicare Advantage plans, we receive fixed monthly payments from CMS for each plan customer based on customer demographic data and actual customer health risk factors compared to the broader Medicare population. Premiums may be received from customers when our plan premium exceeds the revenue received from CMS. We also may earn additional revenue from CMS related to quality performance measures (known as "Star Ratings").

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The ACA subjects individual and small group policy rate increases above an identified threshold to review by the United States Department of Health Life and Accident InsuranceHuman Services ("HHS"). Our U.S. Commercial and U.S. Government medical plans are subject to minimum medical loss ratio ("MLR") requirements. The MLR represents the percentage of premiums used to pay claims and expenses for activities that improve the quality of care. If we do not satisfy the prescribed MLR, statutes require premium refunds to policyholders or to CMS.

See the "Business - Regulation" section of this Form 10-K for additional information about premiums, MLR requirements, Star Ratings and risk adjustment and risk mitigation programs of the ACA.
Market Segments
U.S. Commercial comprises employers from the following market segments:
National. Multi-state employers with 5,000 or more eligible employees. We offer primarily ASO funding solutions in this market segment.
Middle Market. Employers generally with 500 to 4,999 eligible employees. This segment also includes single-site employers with more than 5,000 employees and Taft-Hartley plans and other groups. We offer ASO and insured funding solutions in this market segment.
Select. Employers generally with 51 to 499 eligible employees. We usually offer ASO with stop-loss insurance coverage and guaranteed cost insured funding solutions in this market segment.
Small Group. Employers generally with 2 to 50 eligible employees. We offer guaranteed cost insured funding solutions in select geographies with a strategic partner, Oscar Health, in this market segment.
U.S. Government comprises the following market segments:
Individual. Includes individuals under age 65 who do not have access to health care coverage through an employer or government program such as Medicare or Medicaid. We offer guaranteed cost, medical ACA-compliant and dental plans in this segment.
Medicare. Includes individuals who are Medicare-eligible customers, as well as employer group sponsored pre- and post-65 retirees. We receive revenue from CMS based on customer demographic data and health risk factors. Revenues from CMS were significant to the segment.
International Health market segments include multinational employers, globally mobile individuals and employers and individuals in specific countries.

Customers
We provide clients and customers with access to a mix of medical and specialty products and services.

Clients. Our clients include employers, union-sponsored benefit plans, workers' compensation plans, government health programs and other groups which span our operating segments.
Customers. Our customers include individuals who access our offerings through an employer-sponsored plan, government-sponsored plan, or other insured group, either through in-person providers or virtual telehealth providers.

Primary Distribution Channels
Brokers. Sales representatives distribute our products and services generally provide simple, affordable coverageto a broad group of risksinsurance brokers and consultants.
Direct. Cigna sales representatives distribute our products and services directly to employers, unions and other groups or individuals. Various products may also be sold directly to insurance companies, HMOs and third-party administrators. Direct distribution may take the form of in-person contact, telephone or group selling venues, or an online direct to consumer enrollment platform for our individual market segment.
Private Exchanges. We partner with select companies that have created private exchanges where individuals and organizations can acquire health insurance. We evaluate private exchange participation opportunities as they emerge in the market and target our participation to those models that best align with our mission and value proposition.
Public Exchanges. Cigna offers individual ACA-compliant policies through public health insurance exchanges in select geographies.
Competition
The primary competitive factors affecting our business are quality of care and cost effectiveness of service and provider networks; effectiveness of medical care management; products that meet the needs of employers and their employees; total cost management; technology; and effectiveness of marketing and sales. Financial strength, as indicated by ratings issued by nationally recognized rating
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agencies, is also a competitive factor. Our health advocacy capabilities, holistic approach to consumer engagement, breadth of product offerings, clinical care and health management capabilities along with an array of product funding solutions are competitive advantages. We believe our focus on improving the health, well-being and financial securitypeace of individuals. Supplementalmind of those we serve and how we deliver better affordability, predictability and simplicity in health products provide specified payments forcare will allow us to further differentiate ourselves.
National Insurers. United HealthGroup Inc., Aetna Inc. (owned by CVS Health Corporation), Anthem Inc., Humana Inc. and Blue Cross Blue Shield plans compete with us in a variety of products and regions.
Local Healthplans. Blue Cross Blue Shield plans, local affiliates of major insurance companies and hospitals and regional stand-alone managed care and specialty companies compete with us in the states in which we offer managed care products. Additionally, plan sponsors may contract directly with providers.
TPAs. Third-party administrators compete with us for ASO business.
Provider-led Plans. Emerging participants include alternative health risks and include personal accident, accidental death, critical illness, hospitalization, travel, dental, cancerservice models and other dread disease coverages. We alsohealth plans seeking to disrupt, often through competitive technology.
Dental Insurers. Various companies offering primarily dental insurance compete with us on these products.
Specialty Companies. Specialty insurance or service companies that offer customers termniche products and variable universal life insuranceservices compete with us.
International Companies. Global insurers and certain savings products in select markets.

Competition

We anticipate that the competitive environment will intensify as insurance and financial services providers more aggressively pursue expansion opportunities across geographies, particularly Asia. We believe competitive factors will include speed-to-market, customer insights, branding,local non-U.S. insurers compete with us through product distribution and service innovation, underwritingofferings.


Partnering to Deliver on the Promise of More Affordable, Predictable, Simple Health Care
Cigna's strategy engages customers in their health, collaborates with providers to help them improve their performance and pricing, efficient managementconnects customers and providers through aligned health goals, incentives and actionable information to help enable informed decisions and drive better outcomes. Fueled by advanced insights and predictive analytics, Cigna is committed to developing innovative solutions that span the health care delivery system and can be applied to a multitude of marketingproviders.
Accountable Care Program. We have approximately 240 collaborative care arrangements with primary care groups built on the patient-centered medical home and operating processes, commission levels paid to distribution partners, the quality of claims, network coverage and medical cost management, and talent acquisition and retention. Additionally, in most overseas markets, perception of commitmentaccountable care organization ("ACO") models. We have made adjustments to the marketprogram to deepen our partnerships in responding to the challenges and needs arising from the COVID-19 pandemic.
Hospital Quality Program. We have contracts with approximately 125 hospital systems, involving over 420 hospitals, with reimbursements tied to quality metrics.
Site of Care Redirection. We encourage the use of clinically appropriate settings to reduce the cost of care.This results in significant cost savings compared to receiving the same care in a hospital setting, while ensuring high quality care and service.
Specialist Programs. We have approximately 280 arrangements with specialist groups in value-based reimbursement arrangements. These arrangements include specialties in orthopedics, obstetrics and gynecology, cardiology, gastroenterology, oncology, nephrology and neurology. Arrangements include incentives for enhanced care coordination and episodes of care reimbursements for meeting cost and quality goals. We have expanded these programs to include prospective bundled payment arrangements beginning with orthopedics.
Independent Practice Associations. We have value-based physician engagement models in our Medicare Advantage plans that allow physician groups to share financial strength will likely beoutcomes with us. This clinical model also includes outreach to new and at-risk patients to ensure they are accessing their primary care physician.
Participating Provider Network. We provide our customers with an important competitive factor.

Pricing and Reinsurance

Premium rates and fees for our global and localextensive network of participating health care products reflect assumptions about future claims, expenses, customer demographics, investment returns,providers, hospitals and profit margins. For products using networks of contracted health care professionalsother facilities, pharmacies and facilities, premiums reflect assumptions about the impact of these contracts and utilization management on future claims. Most contracts permit rate changes at least annually.

The profitabilityproviders of health care products is dependent uponservices and supplies. In addition, we have strategic alliances with several regional managed care organizations to gain access to their provider networks and discounts.

Virtual Care. We encourage access for customers through MDLIVE telehealth services as a way to support the accuracypatient/provider relationship. MDLIVE telehealth services provide flexibility for the customer to access a network of projectionstelehealth providers for routine primary care and wellness, urgent care, dermatology care and behavioral health care inflation (unit cost, location of delivery of care, currency of incurralneeds.

Key Transactions and utilization), customer demographics,Business Developments
See the adequacy of fees charged for administration"Executive Overview - Key Transactions and effective medical cost management.

Premium rates for our supplemental benefits products are based on assumptions about mortality, morbidity, customer acquisition and retention, customer demographics, expenses and capital requirements, as well as interest rates. Variable universal life insurance products fees consist of mortality, administrative, asset management and surrender charges assessed against the contract holder's fund balance. Mortality charges on variable universal life may be adjusted prospectively to reflect expected mortality experience. Most contracts permit premium rate changes at least annually.

A global approach to underwriting risk management allows each local business to underwrite and accept risk within specified limits. Retentions are centrally managed through cost effective use of external reinsurance to limit our liability on per life, per risk and per event (catastrophe) bases.

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Industry Developments and Other Items Affecting International Markets

South Korea represents our single largest geographic market for International Markets. For information on this concentration of risk for the International Markets segment's business in South Korea. see "Other Items Affecting Results of International Markets" in the International Markets Developments" section of theour MD&A beginning on page 59located in Part II, Item 7 of this Form 10-K.

Pressure on social health care systems, a rapidly aging population and increased wealth and education in developing insurance markets are leading to higher demand10-K for health insurance and financial security products. In the supplemental health, life and accident business, direct marketing channels continue to grow and attract new competitors with industry consolidation among financial institutions and other affinity partners.

Data privacy regulation has tightened in all markets in the wakediscussion of data privacy news scandals,key developments impacting affinity partner and customer attitudes toward direct marketing of insurance and other financial services.

this segment.

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Group Disability and Other

As explained further in the introduction to this Form 10-K, Group Disability and Other consists of our Group Disability and Life operating segment, along with COLI and certain run-off businesses reported together in Other Operations. In 2018, Group Disability and Other reported adjusted revenues of $5.1 billion and pre-tax adjusted income from operations of $529 million.



OTHER OPERATIONS



How We Win



Disability absence management model that reduces overall costs to employers

Integration of disability productswith medical and specialty offerings, promoting health and wellness and optimizing employee productivity

Complementary portfolio of group disability, life and accident offerings

Disciplined underwriting, pricing and investment strategies supporting profitable long-term growth






Group Disability and Life

Our Group Disability and Life operating segment includes our commercial long- and short-term disability products, and our term life and universal life group insurance products. We also offer personal accident insurance and voluntary products and services. These products and services are distributed through brokers and direct sales and are available in fully-insured, experience-rated and ASO arrangements. The following chart depicts a high-level summary of our Principal Products and Services in this segment as of year-end, with definitions on subsequent pages.

Principal
Products &
Services



Payee
Premium Rates
Funding Solution(s)
Market
Segment(s)


Primary
Distribution
Channel(s)



Primary
Competitors


​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 
Group Disability
Long-term DisabilityEmployer, EmployeePreset, guaranteedExperience-rated Insured, Guaranteed Cost Insured, ASOCommercialBrokers, DirectNational Insurers, Regional Insurers
Short-term DisabilityEmployer, EmployeePreset, guaranteedExperience-rated Insured, Guaranteed Cost Insured, ASOCommercialBrokers, DirectNational Insurers, Regional Insurers
Group Life
Term LifeEmployer, EmployeePreset, guaranteedExperience-rated Insured, Guaranteed Cost InsuredCommercialBrokers, DirectNational Insurers, Regional Insurers
Universal LifeEmployeePreset, guaranteedExperience-rated Insured, Guaranteed Cost InsuredCommercialBrokers, DirectNational Insurers, Regional Insurers
Group Accident and Voluntary
Personal Accident InsuranceEmployer, EmployeePreset, guaranteedExperience-rated Insured, Guaranteed Cost InsuredCommercialBrokers, DirectNational Insurers, Regional Insurers
Voluntary Products and ServicesEmployeePreset, guaranteedGuaranteed Cost InsuredCommercialBrokers, DirectNational Insurers, Regional Insurers

Other Operations includes the following businesses:

Principal Products & Services

Ongoing business:

Group Disability

Group Long-term and Short-term DisabilityCorporate-Owned Life Insurance ("COLI") offers permanent insurance products generally provide a fixed level of incomecontracts sold to replace a portion of wages lost duecorporations to disability. As part of our group disability insurance products, we also assist employees in returning to work and employers with
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    resources to manage the cost of employee disability. We are an industry leader in helping employees return to work quickly, enabling higher productivity and lower cost for employers and a better quality of life for employees. While we offer this coverage in all three funding arrangements, most of our coverages are guaranteed cost.

Leave Administration solutions help customers effectively manage workforce absence and provide coverage on the lives of certain employees for paid leave. We integratefinancing employer-paid future benefit obligations.
Exiting businesses:
International Life, Accident and Supplemental Benefits Businesses in seven countries to be sold pursuant to the administrationChubb Transaction as described in the "Overview" section of our disability insurance products with other disability benefit programs, behavioral programs, medical programs, social security advocacythis Form 10-K.
Group Disability and administrationLife. Prior to the sale of the federal Family and Medical Leave Act ("FMLA"), State Leave laws and other leave-of-absence programs. We believe this integration supports greater efficiency and effectiveness in disability claims management, enhances productivity and reduces overall costs to employers. Integration also provides early insight into employees at risk for future disability claims. Coordinating the administration of these disability programs with programs offered by our medical business provides enhanced opportunities to influence outcomes, reduce the cost of both medical and disability events and improve the return-to-work rate.

Group Life Insurance

Group Term Life insurance may be employer-paid basic life insurance, employee-paid supplemental life insurance or a combination thereof.

Group Universal Life insurance is a voluntary life insurance product in which the owner may accumulate a cash value. The cash value earns interest at rates declared from time to time, subject to a minimum guaranteed contracted rate, and may be borrowed, withdrawn, or, within certain limits, used to fund future life insurance coverage.

Other Products and Services

Personal Accident Insurance coverage consists primarily of accidental death and dismemberment and travel accident insurance to employers.

Specialty Insurance Services consist of disability and life, accident and hospital indemnity products to professional or trade associations and financial institutions.

Voluntary Products and Services include plans that provide employers with administrative solutions designed to provide a complete and simple way to manage their benefits program. These voluntary offerings include accidental injury insurance, critical illness coverage and hospital care coverage, and provide additional dollar payouts to employees for unexpected accidents, hospitalization or more serious illnesses.

Pricing and Reinsurance

Premiums charged for disability and term life insurance products are usually established in advance of the policy period, are generally guaranteed for one to three years, but selectively guaranteed for up to five years. Policies are generally subject to termination by the policyholder or by the insurance company annually. Premium rates reflect assumptions about future claims, expenses, credit risk, investment returns and profit margins. These assumptions may be based in whole or in part on prior experience of the account or on a pool of accounts, depending on the group size and the statistical credibility of the experience that varies by product.

Premiums for group universal life insurance products consist of mortality and administrative charges assessed against the policyholder's fund balance. Interest credited and mortality charges for group universal life may be adjusted prospectively to reflect expected interest and mortality experience. Mortality charges are subject to maximum guaranteed rates and interest credited on cash values is subject to minimum guaranteed rates as stated in the policy.

The premiums for these products are typically collected within the coverage year and then invested in assets that match the duration of the expected benefit payments that occur over many future years (primarily for disability benefits). With significant investments in longer-duration securities, net investment income is a critical element of profitability for this segment.

The effectiveness of return-to-work programs and morbidity levels will impact the profitability of disability insurance products. Our claim experience and industry data indicate a correlation between disability claim incidence levels and economic conditions, with submitted claims rising under adverse economic conditions, although the extent of this impact is unclear. For life insurance products, the degree to which future experience deviates from mortality and expense assumptions also affects profitability.

To reduce our exposure to large individual and catastrophic losses under group life, disability and accidental death policies, as well as our more recent accidental injury and critical illness policies, we purchase reinsurance from a diverse group of unaffiliated reinsurers. Our comprehensive reinsurance program consists of excess of loss treaties and catastrophe coverage designed to mitigate earnings volatility and provide surplus protection.

Market Segments

Commercial.  Commercial Market Segments are comprised of National, Middle Market and Select.

    National. Multi-state employers with 5,000 or more U.S.-based, full-time employees.

    Middle Market. Employers generally with 250 to 4,999 U.S.-based, full-time employees.

    Select. Employers generally with up to 249 eligible employees.

Primary Distribution Channels

Insurance Broker and Consultants.  Sales representatives distribute our products and services to a broad group of insurance brokers and consultants across the United States.
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Direct.  Sales representatives distribute our products and services directly to employers, unions and other groups or individuals across the United States. This may take the form of in-person contact, telephonic or group selling venues.

Competition

The principal competitive factors that affect theU.S. Group Disability and Life segment are underwriting and pricing,business on December 31, 2020 (see Note 4 to the quality and effectiveness of claims management, relative operating efficiency, investment and risk management, distribution methodologies and producer relations, the breadth and variety of products and services offered, the quality of customer service and, more importantly, the state of the tools and technology available for customers, clients, consultants and producers. For certain products with longer-term liabilities, such as group long-term disability insurance, the financial strength of the insurer, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor.

National Insurers.  Unum, The Hartford, Prudential, Lincoln and MetLife compete with us on a variety of products and regions throughout the United States.

Industry Developments

Employers have expressed a growing interest in employee wellness, absence management and productivity, and recognize a strong link between employee health productivity and profitability. As this interest grows, we believe our healthy lifestyle and return-to-work programs and integrated family medical leave, disability and health care programs position us to deliver integrated solutions for employers and employees. Our strong disability management portfolio and fully integrated programs also provide tools for employers and employees to improve health status. Our focus on managing employees' total absence enables us to increase the number and effectiveness of interventions and minimize disabling events.

The group insurance market remains highly competitive as the rising cost of medical coverage has forced companies to re-evaluate their overall employee benefit spending, resulting in lower volumes of group disability and life insurance business and more competitive pricing. Demographic shifts have further driven demand for products and services that are sufficiently flexible to meet the evolving needs of employers and employees who want innovative, cost-effective insurance solutions, and employers continue to move towards greater employee participatory coverage and voluntary purchases. As the market becomes more retail-focused, our broad suite of voluntary offerings and continued focus on developing additional voluntary products and service capabilities positions us well to meet the needs of both employers and employees.

Over the past few years, there has been heightened review by state regulators of the claims handling practices within the disability and life insurance industry. This has resulted in an increase in coordinated, multi-state examinations that target specific market practices in addition to regularly recurring examinations of an insurer's overall operations conducted by an individual state's regulators. We have been subject to such an examination over the past several years. See Note 19D. to our Consolidated Financial Statements for additional information.

The lower levelinformation), this operating segment provided group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.

Run-off businesses:
Reinsurance is predominantly comprised of interest ratesguaranteed 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 the United States over the last several years has constrained earnings growth2013.
Settlement Annuity business in this segment due to lower yields on our fixed-income investmentsrun-off.
Individual Life Insurance and higher benefit expenses resultingAnnuity and Retirement Benefits Businesses are comprised of deferred gains from the discountingsales of future claim payments at lower interest rates.

these businesses.

Other Operations

In 2021, Other Operations includes the following:

reported adjusted revenues of $4.0 billion and pre-tax adjusted income from operations of $889 million. Other Operations was previously named Group Disability and Other.

Corporate-owned Life Insurance

Ongoing Business

Corporate-Owned Life Insurance
The principal products of the COLI business are 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. Permanent life insurance provides coverage that, when adequately funded, does not expire after a term of years. The contracts are primarily non-participating universal life policies. Fees for universal life insurance products consist primarily of mortality and administrative charges assessed against the policyholder's fund balance. Interest credited and mortality charges for universal life and mortality charges on variable universal life may be adjusted prospectively to reflect expected interest and mortality experience. To reduce our exposure to large individual and catastrophe losses, we purchase reinsurance from unaffiliated reinsurers.

Exiting Businesses
International Life Accident and Supplemental Benefits
These businesses, which are subject to a definitive sales agreement (Chubb Transaction) described in the "Overview" section of this Form 10-K, offer life, accident and supplemental benefits insurance products and services in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey. South Korea represents our single largest geographic market for these businesses.
Supplemental health, life and accident insurance products and services generally provide simple, affordable coverage of risks for the health and financial security of individuals. Supplemental health products provide stated benefit payments for certain specified health risks and include personal accident, accidental death, critical illness, hospitalization, travel, dental, dementia, cancer and other specified condition coverages. We also offer customers term and variable universal life insurance and certain savings products in select markets.
Group Disability and Life
Prior to the sale in 2020, our Group Disability and Life operating segment included our commercial long-term and short-term disability products and our term life group insurance products. We also offered personal accident insurance and will continue to offer voluntary products and services that were not part of the sale. Beginning in 2021, voluntary products and services are reported in the Cigna Healthcare segment.
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Run-off Settlement Annuity Business

Run-off Businesses

Settlement Annuity Business
Our settlement annuity business is a closed, run-off block of single premium annuity contracts. These contracts are primarily liability settlements with approximately 20% of the liabilities associated with guaranteed payments not contingent on survivorship. Non-guaranteed payments are contingent on the survival of one or more parties involved in the settlement.

Run-off Reinsurance

Our reinsurance operations are an inactive business in run-off.

In February 2013, we effectively exited the guaranteed minimum death benefit ("GMDB")GMDB and guaranteed minimum income benefit ("GMIB")GMIB business by reinsuring 100% of our future exposures, net of retrocessional arrangements in place at that time, up to a specified limit. For additional information regarding this reinsurance transaction and the arrangements that secure our reinsurance recoverables, see Note 810 to ourthe Consolidated Financial Statements.

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Individual Life Insurance and Annuity and Retirement Benefits Businesses

This business includes deferred gains recognized from the 1998 sale of the individual life insurance and annuity business and the 2004 sale of the retirement benefits business. For more information regarding the arrangements that secure our reinsurance recoverables for the retirement benefits business, see Note 810 to the Consolidated Financial Statements.

DIGITAL, DATA AND TECHNOLOGY
Cigna's investments in digital, data and technology are focused on cultivating robust digital-first capabilities to better engage with customers and stakeholders. This engagement drives affordability, simplicity, predictability and growth across all of our business platforms. We deliver value for our clients, customers and other stakeholders by creating better health outcomes, improving customer experience and lowering total cost of care.

Innovation. Customer-centric, digital-first innovation remains at the forefront of our priorities. The advancement of our internal capabilities and strategic partnerships continues to produce new and more effective ways to engage with our customers to help close gaps in care, optimize treatment and improve outcomes. During 2021, our technology continued to deliver cost synergies and differentiated innovation in areas such as pharmacy supply chain, specialty pharmacy and retail networks. In the future, we expect continued value realization with focus on customer-facing systems and opportunities for enhanced value in specialty, claims and retail. (See Evernorth Intelligence Solutions section of the "Business - Evernorth" discussion of this Form 10-K for additional information on our intelligent solutions and capabilities).

Data and Analytics. Our rich, integrated data allows us to provide differentiated outcomes. We conduct timely, rigorous and objective research and analysis that informs evidence-based medical and pharmacy benefit management and evaluates the clinical, economic and individual impact of enhanced benefit designs and programs. The combination of our predictive analytics, as well as our machine and deep learning capabilities create actionable intelligence that informs decision-making of our health care professionals. Our data-driven approach to behavioral health provides personalized and customized care across the entire continuum for the populations we serve. These solutions predict emerging health needs, close gaps in care and drive cost savings - all while empowering whole-person and whole-family health.

During 2021, we continued to leverage both internal and external data related to COVID-19 to develop vaccination incentive programs, identify and address health disparities and better understand the long-term medical and behavioral complications among the American workforce. Employers can leverage this data to proactively offer physical and behavioral health support to ease their employees' recovery and return to work.

Digital. We continue to bring new technology-enabled products and services to the market, including biometric stress prediction and focused insights in spaces such as women's health and opioid addiction. Our digital health focus has shown value across the enterprise by creating engaging experiences that give customers the right information at the right time. This includes an enhanced MyCigna.com experience with new mobile features, including refill and payment options and better access to virtual care through our acquisition of MDLIVE. Cybersecurity protections, such as multi-factor authentication, have been launched across Cigna's digital offerings providing better peace of mind and a stronger sense of security.

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Technology Operations. Our technology team, powered by approximately 8,000 employees and several thousand external resources working with our partners, supports the various information systems essential to our Consolidated Financial Statements.

operations, including the health benefit claims processing systems and specialty and home delivery pharmacy systems. Uninterrupted point-of-sale electronic retail pharmacy claims processing is a significant operational requirement for our business. We believe we have substantial capacity for growth in our United States pharmacy claims processing facilities. Our pharmacy technology platform allows us to safely, rapidly and accurately adjudicate over one billion adjusted prescriptions annually. Our technology helps retail pharmacies focus on patient care and our real-time safety checks help avoid medication errors. The Cigna companies hold over 270 United States patents. We use these patents to protect our proprietary technological advances and to differentiate ourselves in the market.

INVESTMENT MANAGEMENT

Certain International Run-off Businesses

Certain European, Middle Eastern and Canadian operations are in run-off and included in Other Operations.

Investment Management

General Accounts

Our investment operations provide investment management and related services for our corporate invested assets andvarious businesses, including the insurance-related invested assets in our General Account ("General Account Invested Assets"). We acquire or originate, directly or through intermediaries, a broad range of investments, including private placement and public securities, commercial mortgage loans, real estate, mezzanine, private equity partnerships and short-term investments. Invested assets also include policy loans that are fully collateralized by insurance policy cash values. We also enter into derivative financial instruments, primarily to minimize the risk of changes in foreign currency exchange rates on our investments and to manage the interest rate exposures of our long-term debt. Invested assets are managed primarily by our subsidiaries and, to a lesser extent, external managers with whom our subsidiaries contract. Net investment income is included as a component of adjusted income from operations for each of our segments and Corporate. Realized investment gains (losses) are reported by segment but excluded from adjusted income from operations. For additional information about invested assets, see the "Investment Assets" section of the MD&A beginning on page 61 and Notes 911 and 10 of our12 to the Consolidated Financial Statements.


We manage our investment portfolios to reflect the underlying characteristics of related insurance and contractholder liabilities and capital requirements, as well as regulatory and tax considerations pertaining to those liabilities and state investment laws. Insurance and contractholder liabilities range from short duration health care products to longer termlonger-term obligations associated with disability and life insurance products and the run-off settlement annuity business. Assets supporting these liabilities are managed in segregated investment portfolios to facilitate matching of asset durations and cash flows to those of corresponding liabilities. Investment strategy and results are affected by the amount and timing of cash available for investment, competition for investments, economic and market conditions interest rates and asset allocation decisions. We routinely monitor and evaluate the status of our investments, obtaining and analyzing relevant investment-specific information and assessing current economic conditions, trends in capital markets and other factors such as industry sector, geographic and property-specific information.

Separate Accounts

Our subsidiaries or external advisors manage invested assets of Separate Accounts on behalf of contractholders, including the Cigna Pension Plan, variable universal life products sold through our corporate-owned life insurance business and other disability and life insurance products. These assets are legally segregated from our other businesses and are not included in General Account Invested Assets. Income, gains and losses generally accrue directly to the contractholders.


STRATEGIC INVESTMENTS

Investing in Innovation

In addition to the portfolio investments in our general and separate accounts discussed above (see "Investment Management" section) that support our insurance operations, in 2018, we begando targeted investing within the health care industry specifically. Our recently-formedIn 2018, Cigna committed $250 million to Cigna Ventures, unit has been allotted $250 millionour strategic corporate venture fund to invest in promising startups and growth-stage companies that createwho, like us, are unlocking new growth possibilities in health care. TheseSpecifically, we invest in companies making groundbreaking progress in three strategic areas: insights / analytics, digital health / experience and care delivery / enablement. As of December 31, 2021, Cigna Ventures has seven venture capital partners and 15 existing direct investments. Through these deep partnerships we collaborate, innovate and develop new solutions that address critical market challenges of affordability, predictability and simplicity impacting the people we serve.

In 2021, Cigna made targeted investments bringto further drive growth. We continued to invest in our technology capabilities to produce new and more effective ways to operate, as well as engage with our customers. We intend to lead with digital engagement by creating connections between points of care and guiding customers to the optimal location and provider. Our modernized data and technology
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ecosystem will empower us to integrate our assets, gather insights and engage with prospects and customers in new ways. For the year ended December 31, 2021, our capital expenditures for property, equipment and computer software were $1.2 billion.

Our acquisition of virtual telehealth leader MDLIVE demonstrates how we are responding to the dramatic increase in new models for accessing care and we see virtual care as accelerating improved affordability. Through MDLIVE, we have expanded access to virtual care services for millions of customers, with capabilities that now include primary and dermatological care, as well as behavioral health for conditions including anxiety and depression, and we plan to continue introducing additional services. Recently, we developed an approach for patients diagnosed with orthopedic and musculoskeletal conditions to provide highly personalized and actionable information to guide their choices and support improved health outcomes and affordability. We also launched an innovative virtual-first health plan option for employers, another step forward in providing convenient and comprehensive care experiences for our customers. See Note 4 to the Consolidated Financial Statements for further information on the MDLIVE acquisition.

In 2021, we committed to invest $550 million in preferred stock of Bright Health Group, Inc. ("Bright Health"), a technology-enabled health insurance carrier. This investment was completed in January 2022. We are committed to improving and expanding access to quality, affordability,affordable health care and our investment in Bright Health aligns with our vision. We seek to be partners of choice and greater simplicitylook forward to customers, patientsexploring new ways to partner with Bright Health.

HUMAN CAPITAL MANAGEMENT
Cigna's mission is to improve the health, well-being and clientspeace of mind of those we serve by harnessing transformative ideas in: 1) insightsenabling affordable, predictable and analytics; 2) digitalsimple health care. A global healthy and diverse workforce is essential to achieving our mission and our business growth strategies. We are continually investing in our global workforce to support our employees' health and retail;well-being, further drive diversity and 3) care deliveryinclusion, provide fair and management.

market-competitive pay and foster their growth and development. As of the end of 2021, we had approximately 73,700 employees, with 89% of our employees based in the United States. Almost all of our employees are full-time, with less than 2% of employees regularly working fewer than 30 hours per week.
Health, Well-Being and Other Benefits
Tending to our employees' health, well-being and peace of mind is more than just our mission – it is a critical business imperative for our company. At Cigna, we believe that the provision of health and well-being benefits for our employees is our responsibility as an employer and should not be outsourced to the government or other third parties. Ensuring that our employees have comprehensive health and well-being benefits is not only the right thing to do from a societal perspective – it is also one of the most important investments in our enterprise that we make each year. That is because we strongly believe that a healthy workforce is more productive, has fewer absences and is a critical enabler for us to drive our business and our strategy forward, thereby creating significant shareholder value. In 2021, Cigna invested approximately 19% of total payroll in health, well-being and other benefits, including life and disability programs, 401(k) contributions and retirement-related benefits for its employees in the United States, which represents an increase from prior year attributed to medical spend and COVID-related benefits offered to employees.
In addition to traditional medical and pharmacy benefits, we provide mental health support to employees, including: employee assistance program (EAP) benefits that are free to all employees and to any member of their household, digital tools that provide access to education and therapy to help individuals build greater resilience and cope with stress, anxiety and depression.
Diversity, Equity & Inclusion
At Cigna, we take an expansive view of diversity including race, ethnicity, nationality, gender, veteran status, ability, sexual orientation and gender identity. As of the end of 2021, 70% of our employees were women, and 26% of our employees in the United States were from underrepresented groups (which includes Black/African American, Hispanic or Latinx, Pacific Islander and American Indian/Alaskan employees).
Our compensation practices, rooted in our pay-for-performance philosophy, promote equity in pay through measures such as benchmarking compensation by role, eliminating inquiries regarding applicants' compensation history from the hiring process and monitoring for potential disparities. Our most recent pay equity analysis, conducted in 2022, showed that in the United States, female employees at Cigna earn more than 99 cents for every dollar earned by similarly-situated male employees, and employees from underrepresented groups (as defined above) earn more than 99 cents for every dollar earned by similarly-situated white employees.
We are committed to attracting and recruiting key diverse talent across various leadership development programs and other entry level positions with the business. This success is rooted in strategic relationships with diverse student groups at our partner colleges and universities, as well as our commitment to multiple national, regional and local organizations, which provide us focused recruiting opportunities with women, the LGBTQA+ community, military veterans and underrepresented minority groups.
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Talent Acquisition, Development and Retention
Our talent acquisition and rewards strategies are designed to ensure we attract and retain skilled employees who are engaged in our mission. Our compensation program is rooted in market competitive base salaries and incentives that reward contributions that advance the Company's strategy and mission. The COVID-19 pandemic has continued to impact our employee population, including increased worker attrition throughout the last year, which has affected many companies in what the media has dubbed the "great resignation." In 2021, the voluntary turnover rate was 8% for exempt employees in the United States.
Our online learning platform and career development tools and events offer a broad range of training, education and development resources to all employees. In 2021, U.S. employees on average engaged in 62 hours of learning through these resources. Enterprise leadership development programs were provided to executive, high-potential and new manager audiences to develop and expand leadership capability across the enterprise. Cigna also offers an education reimbursement program for both full and part-time employees who meet the continuing education criteria. We believe these strategies and programs contribute to employee engagement and retention.

MISCELLANEOUS

Regulation

Revenues from U.S. Federal Government agencies, under a number of contracts, represent 14% of our consolidated revenues in 2021 and 15% in 2020.
The Company is not dependent on business from one or a few brokers or agents.

REGULATION
The laws and regulations governing our business continue to increase each year and are subject to frequent change. We are regulated by federal, state and international regulatorylegislative bodies and agencies, thatwhich generally have discretion to issue regulations and interpret and enforce laws and rules. These regulations can vary significantly from jurisdiction to jurisdiction, and the interpretation of existing laws and rules also may change periodically. Domestic and international governments continue to enact and consider various legislative and regulatory proposals, thatwhich could materially impact the health care system.

We expect continued legislative and regulatory debate of issues related to our businesses. As has become increasingly common with public policy reforms in the health services industry, executive, judicial or legislative intervention could alter, slow or eliminate the impact of any proposal following the related regulation's promulgation.

Many aspects of our business are directly regulated by federal and state laws and administrative agencies, such as HHS, CMS,the Department of Health and Human Services ("HHS"), Centers for Medicare and Medicaid Services ("CMS"), the Internal Revenue Service ("IRS"), the U.S. Departments of Labor ("DOL"), and Treasury, and Justicethe Office of Personnel Management ("DOJ"OPM"), the Federal Trade Commission ("FTC"), the U.S. Securities and Exchange Commission ("SEC"), the Office of the National Coordinator for Health Information Technology ("ONC"), state departments of insurance and state boards of pharmacy. Our business practices may also be shaped by enforcement actions of federal agencies, such as the Department of Justice ("DOJ"), state agencies, as well as judicial decisions.

In addition, aspects of our business are subject to indirect regulation. The self-funded benefit plans sponsored by our U.S. employer clients are regulated under federal law. These self-funded clients expect us to assureensure that our administration of their plans complies with the regulatory requirements applicable to them.

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Our business operations and the books and records of our regulated businesses are routinely subject to examination and audit at regular intervals by state insurance and HMO regulatory agencies, state boards of pharmacy, CMS, DOL, IRS, OPM and comparable international regulators to assess compliance with applicable laws and regulations. Our operations are also subject to non-routine examinations, audits and investigations by various state and federal regulatory agencies, generally as the result of a complaint. In addition, we may be implicated in investigations of our clients whose group benefit plans we administer on their behalf. As a result, we routinely receive subpoenas and other demands or requests for information from various state insurance and HMO regulatory agencies, state attorneys general, the HHS Office of Inspector General ("OIG"HHS-OIG"), the DOJ, the DOL and other state, federal and international authorities. We may also be called upon to provide information by members of the U.S. Congress to provide information, including testifying before congressionalCongressional committees and subcommittees, regarding certain of our business practices. If Cigna is determined to have failed to comply with applicable laws or regulations, these examinations, audits, investigations, reviews, subpoenas and demands may:

result in fines, penalties, injunctions, consent orders or loss of licensure;

suspend or exclude us from participation in government programs or limit our ability to sell or market our products;
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require changes in business practices;

damage relationships with the agencies that regulate us and affect our ability to secure regulatory approvals necessary for the operation of our business; or

damage our brand and reputation.

Our international subsidiaries are subject to regulations in international jurisdictions, including in certain cases many regulations similar to the federal and state regulations described below, which are complex and where foreign insurers may face more rigorous regulations than their domestic competitors.

competitors and may also be affected by geopolitical developments or tensions.

The laws and regulations governing our business, as well as the related interpretations, are subject to frequent change and can be inconsistent or in conflict with each other. Changes in our business environment are likely to continue as elected and appointed officials at the national and state levels continue to propose and enact significant modifications to existing laws and regulations. Even where we believe that we are in compliance with the various laws and regulations, any enforcement actions by federal, state or international government officials alleging non-compliance with these rules and regulations could subject us to penalties or restructuring or reorganization of our business. For a discussion of the risks related to our compliance with these laws and regulations see the Risk Factors section located in Part 1,I, Item 1A of thethis Form 10-K. Management continues to be actively engaged with regulators and policymakers with respect to legislation and rule-making. Seerulemaking.
COVID-19-related Regulatory Actions
In response to COVID-19 and its variants, U.S. federal and state governments have increasingly enacted new legislative and regulatory requirements, as well as provided flexibility to industry participants within existing legal requirements. These regulatory actions primarily provide for:
client and customer premium relief to avoid the "Executive Overview –cancellation or non-renewal of policies;
mandating or requesting waiver of customer cost-sharing and other related costs such as COVID-19 testing or treatment, as well as establishing provider reimbursement and vaccine immunizations coverage requirements;
extending claims filing deadlines for providers, customers and facilities;
mandating or encouraging waiver of customer cost-share related to telemedicine services, as well as requiring certain reimbursement levels for telemedicine providers to encourage its utilization;
increasing the Medicare fee-for-service reimbursement for certain items and services;
enacting coverage and reimbursement requirements at in-network levels for certain services received from out-of-network providers;
clarification regarding permissible sharing of information and coordination among health care providers;
revising or suspending the use of certain medical management procedures;
mandating prescription drug benefit administration requirements primarily related to formulary exceptions and restrictions, and prior authorization and prescription drug refill limits; and
requiring vaccinations for certain employee populations.
These actions are in effect for various durations, but generally track the different states of emergency that have been declared at the state and federal levels. Of particular significance is the Public Health Care Industry Developments and Other Matters Affecting our Integrated Medical and Health Services Segments" sectionEmergency declared by the Secretary of our MD&A located in Part II, Item 7HHS on January 31, 2020, which sets the effective period for certain of the Form 10-K for a discussion of the anticipated impact of certain recent industry developments.

requirements established through federal COVID-19 legislation, such as covering testing without cost sharing.

Patient Protection and the Affordable Care Act (ACA)

The Patient Protection and Affordable Care Act (ACA)("ACA") mandated broad changes affecting many aspects ofto the U.S. health care system. The ACA affects many aspects of health care, includingsystem that affect insured and self-insured health benefit plans and pharmacy benefit managers. Our business model is impacted by the ACA, including our relationships with current and future producers and health care providers, products, service providers and technologies. KeyThe provisions of the ACA include the imposition of a non-tax deductible health insurance industry fee andimposed, among other things, certain assessments on health insurers, the creation ofcreated health insurance exchanges for individuals and small group employers to purchase insurance coverage and implemented minimum medical loss ratios ("MLRs") for our Medicare and commercial and Medicare Part D business.businesses. Certain states have adopted MLR requirements applicable to our commercial businesses that are more stringent than those established by the ACA. Other provisions of the ACA in effect include reduced Medicare Advantage premiumpayment rates, the requirement to cover preventive services with no enrollee cost-sharing, banning the use of lifetime and annual limits on the
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dollar amount of essential health benefits, increasing restrictions on rescinding coverage, extending coverage of dependents up to age 26, restrictions on differential pricing, enforcement mechanisms and rules related to healthcarehealth care fraud and abuse enforcement activities and certain pharmacy benefit transparency requirements. The employer mandate requires employers with 50 or more full-time employees to offer affordable health insurance that provides minimum value (each as defined under the ACA) to full-time employees and their dependents, including children up to age 26, or be subject to penalties based on employer size. The ACA also changed certain tax laws to effectively limit tax deductions for certain employee compensation paid by health insurers.

Since its adoption, there have been several attempts to repeal or limit In December 2019, the utility offederal government repealed the ACA. The current administration has issued several executive orders and approved legislative changes that affect the ACA, the impacts of which are not yet fully known. Among other things, these actions restricted agencies from taking certain actions that would impose a fiscal burden on any state, individual, provider, insurer, recipient of health care services, purchaser ofnon-deductible health insurance or maker ofindustry fee effective for 2021, as well as the enacted but never implemented 40% excise tax on certain employer-sponsored coverage (known as the "Cadillac Tax") and the medical devices, products or medications; and stopped payment of cost-sharing reductiondevice tax. In 2021, in response to the COVID-19 pandemic, the federal government temporarily expanded eligibility for ACA subsidies to insurers. In December 2017, U.S. tax reform legislation was signed into law that, among other things, reduced the "individual mandate" penaltyhigher-income people who did not otherwise qualify, increased ACA subsidies for lower-income people who already qualify for 2021 and 2022, provided subsidies for individuals without health insurancewho receive unemployment benefits in 2021 and prevented taxpayers who misestimated their income in 2020 from having to zero dollars, effective January 1, 2019. As a result of this change, a federal district court has ruled that the "individual mandate" is unconstitutional thereby leaving in doubt whether the entire ACA is unconstitutional until there is a final judicial determination on appeal.

Additionally, in 2017, the current administration issued an executive order asking the DOL to revise the Employee Retirement Income Security Act of 1974, as amended ("ERISA") regulations to make it easier for employers, particularly small employers, to associate for the purpose of sponsoring large group health plans and thereby avoid the ACA's small group market reform (e.g., community-rating and mandated coverage of essential health benefits) that impaired the affordability of providing health coverage to their employees. In the spring of 2018, the DOL issued final rules that revised the definition of "employer" in the ERISA rules to make it easier for employers, including self-employed individuals, to form bona fide employer groups, all of whose employees wouldrepay excess premium tax credits.These subsidies may be counted in determining whether they were small or large groups for purposes of the ACA. While the regulation of these groupings by state insurance departments is not affected by the DOL's final association health plan rules, the final rules have resulted in an increase in interest among employers, associations, producers and benefit consultants in forming new groupings for purposes of offering insured or self-funded group health plans.

extended further through proposed legislation.

Medicare and Medicaid Regulations

Through our subsidiaries, we offer individual and group Medicare Advantage, Medicare Pharmacy (Part D)Prescription Drug ("Part D") and Medicare Supplement products. We also provide Medicare Part D-related products and services to other Medicare Part D sponsors, Medicare Advantage Prescription Drug Plans and other employers and clients offering Medicare Part D benefits to Medicare Part D eligible beneficiaries.beneficiaries, including those dually eligible for Medicare and Medicaid benefits ("dual-eligible"). As part of our Medicare Advantage and Medicare Part D business, we contract with CMS to provide services to Medicare beneficiaries. As a result,We offer dual-eligible products and participate in state Medicaid programs directly or indirectly through our clients who are Medicaid managed care contractors. We also perform certain Medicaid subrogation services and certain delegated services for clients, including utilization management, which are regulated by federal and state laws. Our dual-eligible products are regulated by CMS and state Medicaid agencies audit our performance to determine compliance with contracts and regulations. Our ability to obtain payment (and the determination of the amount of such payments), market to, enroll and retain memberscustomers and expand into new service areas is subject to compliance with CMS' numerous and complex regulations and requirements that are frequently modified and subject to

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PART I
ITEM 1. Business

administrative discretion. Our Medicaiddiscretion, review and dual-eligible products are regulated by CMS. State Medicaid agencies audit our performance to determine compliance with contracts and regulations.

enforcement.

CMS evaluates Medicare Advantage plans and Part D plans under its "Star Rating" system. The Star Rating system considers various measures adopted by CMS, including, for example, quality of care, preventativepreventive services, chronic illness management, coverage determinations and appeals and customer satisfaction. A plan's Star Rating affects its image in the market and plans that perform very well are able to offer enhanced benefits and market more effectively and for longer periods of time than other plans. Medicare Advantage plans' quality-bonus payments are determined by the Star Rating, with plans receiving a rating of four or more stars eligible for such payments. The Star Rating system is subject to change annually by CMS, which may make it more difficult to achieve and maintain four stars or greater.

For example, beginning with Star Ratings for payment year 2024, CMS will place more emphasis on patient experience survey-based measures which could reduce Star Ratings predictability year over year. Additionally, as a result of the COVID-19 pandemic's impact on 2020 care patterns and utilization, CMS finalized rules applying relief to Medicare Advantage and Part D Plan Star Ratings for payment year 2023 by utilizing the higher of the payment year 2023 or 2022 measure level Star Ratings.

CMS uses a risk-adjustment model whichthat adjusts premiums paid to Medicare Advantage plans according to customers' health status. The risk-adjustment model generally pays more where a plan's membership has higheris expected costs.to have increased costs because of the health status of its members. Under this model, rates paid to Medicare Advantage plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a "national average risk profile." That baseline payment amount is adjusted to reflect the health status of our enrolled membership. Under the risk-adjustment methodology, Medicare Advantage plans must collect and submit the necessary diagnosis code information from hospital inpatient, hospital outpatient and physician providers to CMS within prescribed deadlines. We generally rely on providers to appropriately document their claims and other submissions with appropriate diagnoses from which we extract hierarchical condition codes to submit to CMS as the basis for our payments received under the actuarial risk-adjustment model. The CMS risk-adjustment model uses the diagnosis data to calculate the risk-adjusted premium payment to the plans, whichplans. CMS adjustsmay conduct audits to validate risk-adjustment data submitted by health plans. In 2012, CMS released a payment methodology that provided for coding pattern differences betweensample audit error rates to be extrapolated to the health plansentire Medicare Advantage contract after comparing audit results with a similar audit of Medicare Fee for Service (the "FFS Adjuster") and applying an FFS Adjuster to establish actuarial equivalency in payment rates as required by the government fee-for-service program.

Medicare statute. However, a methodology to calculate the FFS Adjuster was not finalized and CMS has, to date, not completed any Risk Adjustment Data Validation ("RADV") audits using extrapolation.

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On November 1, 2018, CMS released a proposed rule titled "Proposed Rule on Changes to MA and Part D Programs for CY 2020 and 2021" (the "MAPD Proposed Rule") that would revise its Risk Adjustment Data Validation ("RADV")RADV methodology for RADV audits of contract year 2011 and all subsequent years by, among other things, excluding an adjustmentextrapolating the error rate related to RADV audit findings without applying the FFS Adjuster. If the proposed rule is adopted in its current form, it could result in some combination of degraded plan benefits, higher monthly premiums and reduced choice for underlying fee-for-service data errors (FFS Adjuster)the population served by all MA insurers. The Company, along with other Medicare Advantage organizations and extrapolatingadditional interested parties, submitted comments to CMS on the proposed rule as part of the notice-and-comment rulemaking process. The comment period concluded on August 28, 2019 and CMS issued guidance on October 20, 2021 extending the timeline to finalize the proposed rule until November 2022. RADV results ataudits for our contract years 2011 through 2015 are currently in process. It is uncertain whether CMS will finalize the contract level. On November 30, 2018, CMS released proposed rules titled "Modernizingrule as proposed. See below under "Federal and State Oversight of Government-Sponsored Health Care Programs" for a discussion of RADV audits.
Coverage of prescription drugs under Medicare Part D is also regulated by CMS and Medicare Advantage to Lower Drug Pricesour contracts with CMS contain provisions for risk sharing and Reduce Out-of-Pocket Expenses" (the "Proposed Part D Rule") that focused oncertain payments for prescription drug pricing, including a proposal to amend the definition of "negotiated price" in Part D to require Part D plans to apply pharmacy price concessionscosts for which we are not at the point of sale when calculating a Part D beneficiary's copayment. The Proposed MAPD Rule and the Proposed Part D Rulerisk. These provisions affect our ultimate payments from CMS. For example, premiums from CMS are subject to revision throughrisk corridor payments that compare costs targeted in our annual bids with actual prescription costs, limited to actual costs that would have been incurred under the comment process.

In February 2019,standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS proposed rulesmaking additional payments to supportus or require us to refund to CMS a portion of the seamlesspayments we received.

We expect CMS, HHS-OIG, DOJ and secure access, exchange and useother federal agencies to continue to closely scrutinize each component of electronic health information. In the proposed rules, CMS proposes requirements that Medicaid, the Children's Health Insurance Program, Medicare Advantage plansprogram and qualified health plans inmodify the federally-facilitated exchanges provide enrollees with immediate electronic access to medical claimsterms and other health information electronically by 2020. This proposed rule is subject to revisionrequirements of the program through a comment process.

Non-compliancerulemaking or enforcement activities. Noncompliance with these laws and regulations may result in significant consequences, including fines and penalties, enrollment sanctions, exclusion from the Medicare and Medicaid programs, limitations on expansion and criminal penalties.

False Claims Act and Anti-Kickback Laws

Our products and services are also subject to numerous laws and regulations, including the federal False Claims Act (the "False Claims Act"), state false claims acts and federal and state anti-kickback laws. Additionally, the federal government has made investigating and prosecuting health care fraud, waste and abuse a priority. Fraud, waste and abuse prohibitions encompass a wide range of activities, including kickbacks in return for customer referrals, billing for unnecessary medical services, upcoding and improper marketing. The regulations and contractual requirements in this area are complex, are frequently modified and are subject to administrative discretion and judicial interpretation.


False Claims Act and Related Criminal Provisions. The False Claims Act imposes civil penalties foron any person who knowingly, makingas defined by the statute, makes, conspires to make, or causingcauses to be made false claims, or false records, or statements, or fails to return known overpayments, in connection with respect to governmentalreimbursement by federal government programs such as Medicare and Medicaid, to obtain reimbursement or for failure to return overpayments.Medicaid. Private individuals may bring qui tam or "whistleblower" suits against providers under the False Claims Act, which authorizes the payment of a portion of any recovery to the individual bringing suit. The ACA amended the federal anti-kickback laws to state any claim submitted to a federal or state healthcarehealth care program whichthat violates the anti-kickback laws is also a false claim under the False Claims Act. The False Claims Act generally provides for the imposition of civil penalties and for treble damages, resulting increating the possibility of substantial financial liabilities. Criminal statutes similar to the False Claims Act provide that if a corporation is convicted of presenting a claim or making a statement it knows to be false, fictitious or fraudulent to any federal agency, the corporation may be fined. Conviction under these statutes may also result in exclusion from participation in federal and state healthcarehealth care programs. Many states have also enacted laws similar to the False Claims Act, some of which may include criminal penalties, substantial fines and treble damages.


Anti-Kickback and Referral Laws. Subject to certain exceptions and "safe harbors," the federal anti-kickback statute generally prohibits, among other things, knowingly and willfully paying, receiving or offering any payment or other remuneration to induce a person to purchase, lease, order or arrange for items (including prescription drugs) or services reimbursable in whole or in part under Medicare, Medicaid or another federal healthcarehealth care program. Many states have similar laws, some of which apply similar anti-kickback prohibitionsare not limited to items or services reimbursable by non-governmental payors.paid for with government funds. Sanctions for violating these federal and state anti-kickback laws may include criminal and civil fines and exclusion from participation in the federal and state healthcarehealth care programs.

Anti-kickback laws have been cited as a partial basis, along with state consumer protection laws described below, for investigations and multi-state settlements relating to financial incentives provided by drug manufacturers to pharmacies and/or payors in connection with "product conversion" or promotion programs. Other anti-kickback and referral laws may also be applicable to arrangementsincluding criminal and civil laws restricting illegal kickbacks and conflicts of interest in connection with pharmaceutical manufacturers, suchplans governed by the Employee Retirement Income Security Act of 1974, as the Public Contracts Anti-Kickback Act, the ERISA Health Plan Anti-Kickback Statute,amended ("ERISA"), the federal "Stark Law"Law," and various state anti-kickback restrictions.

In February 2019,November 2020, HHS proposed changes to the federaland HHS-OIG released a final rule that eliminates an anti-kickback regulatory safe harbor to exclude regulatory protection for price concessions, including rebates, between drugthat are offered by pharmaceutical manufacturers andto plan sponsors or pharmacy benefit managers
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under the Medicare Part D plans, Medicaid managed care organizations and pharmacy benefit managers in the context of these government programs.program. The proposed regulations in their current form apply solely to Medicare Part D and Medicaid programs, which include our Government business in the Integrated Medical segment. The proposed regulations also seek to createfinal rule creates two new safe harbor protectionsharbors: (i) for fixed fee services arrangements between drugprice reductions by manufacturers and pharmacy benefit managers, as well as protections for discounts offered at

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ITEM 1. Business

the point of sale. HHS has stated that it does not intend for the proposal to have an effect on existing protections for value-based arrangements between manufacturers and plan sponsors under Medicare Part D and Medicaid MCOs. While legislativemanaged care organizations that are reflected at the time of dispense and regulatory discussions on(ii) for fixed-fee service arrangements between manufacturers and pharmacy benefit managers. The effective date of the other issues raisedfinal rule has been postponed to January 2026. A full repeal of the final rule is included in the blueprint continue to be the subject of legislative and regulatory activity, they have yet to be implemented in any form.


pending legislation.

Federal Civil Monetary Penalties Law. The federal civil monetary penalty statute provides for civil monetary penalties against any person who gives something of value to a Medicare or Medicaid program beneficiary whichthat the person knows or should know is likely to influence the beneficiary's selection of a particular provider for Medicare or Medicaid items or services. Under this law, our wholly-owned home delivery pharmacies, specialty pharmacies and home health providers are restricted from offering certain items of value to influence a Medicare or Medicaid patient's use of services. The ACA also includes several civil monetary provisions, such as penalties for the failure to report and return a known overpayment and failure to grant timely access to the OIGHHS-OIG under certain circumstances.

Federal and State Oversight of Government-Sponsored Health Care Programs

Participation in government-sponsored health care programs subjects us to a variety of federal and state laws and regulations and risks associated with audits conducted under these programs. These audits may occur years after the provision of services. Risks include potential fines and penalties, restrictions on our ability to participate or expand our presence in certain programs and restrictions on marketing our plans. For example, with respect to our Medicare Advantage business, CMS and the OIGHHS-OIG perform audits to determine a health plan's compliance with federal regulations and contractual obligations, including program audits and Risk Adjustment Data Validation Audits, which focus on compliance with proper coding practices (sometimes referredpractices. Certain of our contracts are currently subject to as "Risk Adjustment Data Validation Audits"audits by CMS and the HHS-OIG, including RADV audits. CMS has announced that its goal is to subject all Medicare Advantage contracts to either a comprehensive or "RADV audits").

Separately, thea targeted RADV audit for each contract year. The DOJ is also currently conducting an industry reviewindustry-wide investigations of the risk adjustment data submission practices and business processes including review of medical charts, of Cigna and a number of other Medicare Advantage organizations under Medicare Parts C and D.

organizations. See Note 22 to the Consolidated Financial Statements for more information.

For our Medicare Part D business, compliance with fraudcertain contractual provisions and abuse enforcement practicesregulatory requirements is monitored throughsubject to review by Recovery Audit Contractor audits in which third-party contractors conduct post-payment reviews on a contingency fee basis to detect and correct improper payments.

Government Procurement Regulations

We have a contract with the DoD,U.S. Department of Defense ("DoD"), which subjects us to all of the applicable Federal Acquisition Regulations ("FAR") and the DoD FAR Supplement, which govern federal government contracts. Further, there are other federal and state laws applicable to our DoD arrangement and our arrangements with other clients that may be subject to government procurement regulations. In addition, certain of our clients participate as contracting carriers in the Federal Employees Health Benefits Program administered by the Office of Personnel Management,OPM, which includes various pharmacy benefit management standards.

Employee Retirement Income Security Act

Our domestic subsidiaries sell most of their products and services to sponsors of employee benefit plans that are governed by ERISA. ERISA is a complex set of federal laws and regulations enforced by the IRS and the DOL, as well as the courts. ERISA regulates certain aspects of the relationship between us, the employers that maintain employee welfare benefit plans subject to ERISA and the participants in such plans. Certain of our domestic subsidiaries are also subject to requirements imposed by ERISA affecting claim payment and appeals procedures for individual health insurance and insured and self-insured group health plans and for the insured dental, disability, life and accident plans we administer. Certain of our domestic subsidiaries also may contractually agree to comply with these requirements on behalf of the self-insured dental, disability, life and accident plans they administer. We believe the conduct of our pharmacy benefit management business is not generally subject to the fiduciary obligations of ERISA. However, there can be no assurances that the DOL may not assert that pharmacy benefit managers are fiduciaries. From time to time, states have considered legislation to declare a pharmacy benefit manager or medicalhealth benefit manager a fiduciary with respect to its clients.

Plans subject to ERISA canmay also be subject to state laws and the legal question of whether and to what extent ERISA preempts a state law willis likely to continue to be a subject for interpretation by the courts for years to court interpretation.

come.

Privacy, Security and Data Standards Regulations

Many of our activities involve the receipt or use of confidential health and other personal information. In addition, we use aggregated and de-identified data for our own research and analysis purposes and, in some cases, provide access to such de-identified data, or analytics created from such data, to pharmaceutical manufacturers and third-party data aggregators.

We may also use such information

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to create analytic models designed to predict, and potentially improve, outcomes and patient care. There are also industry standards for handling credit card data known as the Payment Card Industry Data Security Standard, which are a set of requirements designed to help ensure that entities that process, store or transmit credit card information maintain a secure environment. Certain states have incorporated these requirements into state laws or enacted other requirements for using and disclosing personal information. Additionally, over the past several years, various broad privacy laws have been introduced into one or both chambers of Congress, however, to date, none have been enacted.
The federal Health Insurance Portability and Accountability Act of 1996 and its implementing regulations ("HIPAA") impose minimum standards on health insurers, pharmacy benefit managers, HMOs, health plans, health care providers and clearinghouses for the privacy and security of protected health information. HIPAA regulations may also hold us liable for violations by our business associates (e.g., entities that provide services to health plans and providers). HIPAA also established rules that standardize the format and content of certain electronic transactions, including, but not limited to, eligibility and claims.

To the extent insurers offer plans through a public exchange, participants and their downstream entities such as pharmacy benefit managers must adhere to privacy and security standards for personally identifiable information and to impose standards that are at least as protective as those the exchange has implemented for itself. These standards may differ from, and be more stringent than, HIPAA.

The Health Information Technology for Economic and Clinical Health Act ("HITECH") imposes additional contracting requirements for covered entities, the extension of privacy and security provisions to business associates, the requirement to provide notification to various parties in the event of a data breach of protected health information and enhanced financial penalties for HIPAA violations, including potential criminal penalties for individuals. In the conduct of our business, depending on the circumstances, we may act as either a covered entity or a business associate.

The federal Gramm-Leach-Bliley Act ("GLBA") and its implementing regulations generally placesplace restrictions on the disclosure of non-publicnonpublic information to non-affiliatednonaffiliated third parties, and requires financial institutions, including insurers, to provide customers with notice regarding how their non-publicnonpublic personal information is used, including an opportunity to "opt out" of certain disclosures. State departments of insurance and certain federal agencies adopted implementing regulations as required by federal law.

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A

State and local authorities are increasingly focused on protecting individuals from identity theft and a number of states have adopted comprehensive data security laws and regulations regulatingrequiring, among other things, certain minimum data security standards and requiring security breach notificationnotifications that may apply to us in certain circumstances, as well as certain limitations on access to and are increasingly focused on protecting individuals from identity theft.use of personal information. Neither HIPAA nor the Gramm-Leach-BlileyGLBA privacy regulations preempt more stringent state laws and regulations.regulations which may differ in approach and enforcement.
States have, in recent years, begun to adopt their own omnibus, industry-neutral privacy statutes. To date, three states have passed such laws: California, which originally went into effect in 2020 and has been subsequently amended to strengthen consumer rights; as well as Colorado and Virginia, both effective in 2023.Generally, these statutes are not applicable to data regulated by GLBA and HIPAA but are, in varying respects, applicable to other data we collect, such as personal data provided by website visitors, employees and business partners. We anticipate federal and state legislators and regulators to continue to enact legislation related to privacy and cybersecurity, including with respect to ransomware incidents.
Under Section 5 of the Federal Trade Commission Act ("FTC Act"), the FTC has jurisdiction over certain privacy and security practices. Section 5 of the FTC Act bars unfair and deceptive acts and practices in or affecting commerce and the FTC has charged companies with violating this act based on failures to appropriately and transparently safeguard personal information and respect consumers' privacy rights. In addition internationalto the FTC Act, the FTC also enforces other federal laws rulesrelating to consumers' privacy and regulations governingsecurity. The FTC has also been active with respect to companies' use of big data and artificial intelligence ("AI"), specifically ensuring fair and equitable use of these tools, and the FTC has named AI as an area of enforcement focus. State legislatures and regulators are similarly interested in the use of AI, particularly as it is used in modeling, and disclosurea handful of personal information are generally more stringent than instates have either passed legislation or issued regulatory guidance concerning AI. Additionally, the United States,National Association of Insurance Commissioners ("NAIC"), an organization of state insurance regulators, recently established the Innovation, Cybersecurity and they vary from jurisdictionTechnology Committee to jurisdiction.

provide a forum for regulators to learn, monitor and confer on emerging technology issues, including, among others, cybersecurity and AI.

The Cybersecurity Information Sharing Act of 2015 ("CISA") encourages organizations to share cyber threat indicators with the federal government and, among other things, directs HHS to develop a set of voluntary cybersecurity best practices for organizations in the health care industry. States have also begun to issue regulations specifically related to cybersecurity.cybersecurity, which may differ or conflict from state to state. In October 2017, the National Association of Insurance Commissioners ("NAIC"), an organization of state insurance regulators,NAIC adopted the Insurance Data Security Model Law that creates rules for insurers and other covered entities addressing data security, investigation and notification of breaches. This includes maintaining an information security program based on ongoing risk assessment, overseeing third-party service providers, investigating data breaches
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and notifying regulators of a cybersecurity event. As the model law is intended to serve as model legislation only, states will need to enact legislation for the model law to become mandatory and enforceable. To date, eleven states have enacted some form of the model law.
HHS, including the ONC, the Office for Civil Rights and CMS, has enacted regulations, and proposed additional regulations, to support the seamless and secure access, exchange and use of electronic health information by or between patients, enrollees and entities such as payers and health care providers, which is generally termed "interoperability." These regulations include, among others, proposed changes to HIPAA designed to promote greater patient access and control over health information maintained by health plans and health care providers and improve information sharing for case management and care coordination. Other interoperability regulations prohibit information blocking by certain entities and require certain regulated plans to make specified patient, clinical and plan-related data available to enrollees via interoperable technology and applications. These regulations apply to a variety of entities, including health plans like Medicare plans and qualified health plans, as well as health care providers, certified health information technology developers and health information networks and exchanges and generally require significant enhancements to information technology and data governance practices. The regulations and proposals demonstrate an increased interest in information sharing and will impact how industry participants, including us, comply with disclosure requirements and share information with individuals and other healthcare organizations. We will continue to monitor states' activity regarding cybersecurity regulation.

developments and to submit comments on proposed regulations where appropriate.

In addition, international laws, rules and regulations governing the use and disclosure of personal information can be more stringent than those in the United States, and they vary from jurisdiction to jurisdiction. The European Union's General Data Protection Regulation ("GDPR"), which became enforceable ineffective May 2018, introduced a number of newenhanced or created obligations regarding the handling of personal data ofrelating to European customers. GDPR provides certainresidents (such as regarding notices, data protection impact assessments and individual privacy rights to certain persons whose data we may storerights) and provides for greater penalties for non-compliancenoncompliance than the previous European data protectionDirective or laws. In addition, many countries outside of Europe where we conduct business are consideringhave implemented or may implement data protection laws and regulations, thatsome of which include requirements modeled after those in the GDPR.

Some non-U.S. jurisdictions are also instituting data residency regulations requiring that data be maintained within the respective jurisdiction or otherwise restricting transfer of personal data across borders unless specified regulatory requirements are met.

See Part I. Item 1A, "Risk Factors" for a discussion of the risks related to compliance with privacy and security regulations.
Consumer Protection Laws

We engage in direct-to-consumer activities and are increasingly offering mobile and web-based solutions to our customers. We are therefore subject to federal and state regulations applicable to electronic communications and other consumer protection laws and regulations, such as the Telephone Consumer Protection Act and the CAN-SPAM Act. In particular,With the Federal Trade Commissionever increasing reliance and demand by consumers on using their mobile devices for convenient communications, we face increased risk under these laws. The FTC is also increasingly exercising its enforcement authority in the areas of consumer privacy and data security, with a focus on web-based, mobile data and "big data." Federal consumer protection laws may also apply in some instances to privacy and security practices related to personally identifiable information.

Most

State and federal policymakers have taken actions intended to increase transparency and predictability of health care costs for consumers. For example, in October 2020, the HHS, the DOL and the Department of the Treasury issued a final rule that requires most group health plans and health insurance issuers in the individual and group markets to disclose price and cost-sharing information for all items and services to participants and enrollees. The cost-sharing information requirements under the rule take effect in a phased approach beginning January 1, 2023. In addition to providing personalized cost-sharing information, beginning January 1, 2022, health plans and health insurers must also publicly disclose (i) in-network provider negotiated rates, (ii) historical out-of-network allowed amounts and billed charges and (iii) in-network negotiated rates and historical net prices for all covered prescription drugs. Beginning in 2021, insurers will be able to receive credit in their MLR calculations for certain savings they share with enrollees. In August 2021, the departments jointly released guidance regarding the implementation of the rule.Importantly, the guidance announced that the agencies will (i) indefinitely defer enforcement of the rule's requirement that plans and issuers publish machine-readable files relating to prescription drug pricing pending further rulemaking and (ii) defer enforcement of the rule's requirement to publish the remaining machine-readable files until July 1, 2022. Congress also passed the Consolidated Appropriations Act, 2021 ("CAA"), which included a number of transparency requirements on plans and issuers that are duplicative or overlap with the October 2020 rule issued by the departments. The indefinite enforcement deferral of the prescription drug pricing file under the October 2020 rule is, in part, due to the subsequent enactment of the CAA, which requires plans to report information regarding prescription drug spending to federal regulators beginning in 2022.
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As part of the aforementioned CAA, Congress passed the No Surprises Act, which prohibits health care providers, in certain situations, from balance billing the patient and requires that they work directly with insurers to agree on out-of-network reimbursement, including utilizing an independent dispute resolution process outlined in the act. The act is effective January 1, 2022. Many states already have addressed balance billing, or surprise medical bills. These laws and regulations vary in their approach, resulting in different impacts on the health care system as a whole.
Additionally, most states have consumer protection laws that have been the basis for investigations and multi-state settlements relating to financial incentives provided by drug manufacturers to retail pharmacies in connection with product conversion programs. Such statutes have also been cited as the basis for claims or investigations by state attorneys general relative to privacy and data security.

Office of Foreign Assets Control Sanctions and Anti-Money Laundering

We are also subject to regulation by the Office of Foreign Assets Control of the U.S. Department of the Treasury, thatwhich administers and enforces economic and trade sanctions against targeted foreign countries and regimes based on U.S. foreign policy and national security goals.

Certain of our products are subject to the Department of the Treasury anti-money laundering regulations under the Bank Secrecy Act.

In addition, we may beare subject to similar regulations in non-U.S. jurisdictions in which we operate.

Corporate Practice of Medicine and Other Laws

Many states in which our subsidiaries operate limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals, and business corporations generally may not exercise control over the medical decisions of physicians. Statutes and regulations relating to the practice of medicine, fee-splitting between physicians and referral sources and similar issues vary widely from state to state. Under management agreements between certain of our subsidiaries and affiliated physician-owned professional groups, these groups retain sole responsibility for all medical decisions, as well as for hiring and managing physicians and other licensed health care providers, developing operating policies and procedures, implementing professional standards and controls and maintaining malpractice insurance. We believe that our health services operations comply with applicable state statutes regarding corporate practice of medicine, fee-splitting and similar issues. However, any enforcement actions by governmental officials alleging non-compliancenoncompliance with these statutes could subject us to penalties or restructuring or reorganization of our business.

Network Access Legislation

A majority

Utilization Management Laws
State legislatures have begun to propose and enact laws exempting certain providers from pre-authorization requirements of insurers. These exemptions reduce the ability for insurers and medical management entities from reviewing services for medical necessity if the provider meets the law's established thresholds for approval rates in the preceding six months. The inability to apply pre-authorization requirements could lead to increased costs to plan issuers by way of the provision of unnecessary services. States are also standardizing the process for, and restricting the use of, utilization management rules and shortening the time frames within which prescription drug prior authorization determinations must be made. Even where states now have some formdo not regulate pharmacy benefit or utilization management companies directly, these laws will apply to many of legislation affecting our ability, or our clients' ability, to limit access to a pharmacy provider network or remove a provider from a network. Such legislation may require us or our clients, to admit any retail pharmacy or provider willing to meet the plan's termsincluding managed care organizations and conditions for network participation ("any willing provider" legislation) or may direct that a provider may not be removed from a network except in compliance with certain procedures ("due process" legislation).

Certain states have enacted legislation prohibiting certain pharmacy benefit management clients from imposing additional co-payments, deductibles, limitations on benefits, or other conditions ("Conditions") on covered individuals utilizing a retail pharmacy when the same Conditions are not otherwise imposed on covered individuals utilizing home delivery pharmacies. However, the legislation requires the retail pharmacy to agree to the same reimbursement amountshealth insurers.

Laws and terms and conditions as are imposed on the home delivery pharmacies. An increase in the number of prescriptions filled at retail pharmacies may have a negative impact on the number of prescriptions filled through home delivery. We anticipate additional states will consider similar legislation.

Legislation Affecting Pharmacy Benefit Plan Design,

Administration and Pharmacy Network Access

Some states have enacted legislationlaws that prohibitsprohibit managed care plan sponsors from implementing certain restrictive benefit plan design features, and many states have laws or have introduced legislation to regulate various aspects of managed care plans, including provisions relating to the

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pharmacy benefit. For example, some states, under so-called "freedom of choice" legislation, provide memberscustomers of the plan may not be required to use network providers, but must instead be provided with benefits even if they choose to use non-network providers. Some states have also enacted legislation which, as described above,that can negatively impact the use of cost-saving network configurations for plan sponsors.sponsors, such as limiting the implementation of pharmacy benefit designs and reimbursement structures that leverage affiliate pharmacies to reduce costs. Other states have enacted legislation purporting to prohibit health plans from offering memberscustomers financial incentives for use of home delivery pharmacies. Medicare and some states have issued guidance and regulations whichthat limit our ability to fill or refill prescriptions electronically submitted by a physician to our home delivery pharmacy without first obtaining consent from the patient. Such restrictions generate additional costs and limit our ability to maximize efficiencies, which could otherwise be gained through the electronic prescription and automatic refill processes. Legislation has been introduced in some states to prohibit or restrict therapeutic intervention, or to require coverage of all Food and Drug Administration approved drugs. Other states mandate coverage of certain benefits or conditions, and require health plan coverage of specific drugs if deemed medically necessary by the prescribing physician. States are also standardizing

Additionally, Medicare Part D and a majority of states now have laws, regulations or some form of legislation affecting our ability, or our clients' ability, to limit access to a pharmacy provider network or remove a provider from a network. Such laws, regulations or
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legislation may require us or our clients to admit any retail pharmacy or provider willing to meet the processplan's terms and conditions for and restricting the use of, utilization management rules and shortening the time frames within which prescription drug prior authorization determinations mustnetwork participation ("any willing provider") or may direct that a provider may not be made. Even whereremoved from a network except in compliance with certain procedures ("due process").
Certain states do not regulatehave laws prohibiting certain pharmacy benefit management clients from imposing additional copayments, deductibles, limitations on benefits, or utilization management companies directly, theseother conditions on covered individuals utilizing a retail pharmacy when the same conditions are not otherwise imposed on covered individuals utilizing home delivery pharmacies. However, the laws will applyrequire the retail pharmacy to manyagree to the same reimbursement amounts and terms and conditions as are imposed on the home delivery pharmacies. An increase in the number of our clients, including managed care organizations and health insurers.

prescriptions filled at retail pharmacies may have a negative impact on the number of prescriptions filled through home delivery.

Pharmacy Benefit ManagementManager and Drug Pricing Regulation

Our pharmacy benefit management services are subject to numerous laws and regulations. These laws and regulations govern, and proposed legislation and regulations may govern, critical practices, includingincluding: disclosure, receipt and retention of rebates and other payments received from pharmaceutical manufacturers; certain pharmacy contracting practices including disclosure of cost information to customers; the receipt and retention of transmission fees from contracted pharmacies; use of, administration of, and/or changes to drug formularies, the use and disclosure of maximum allowable cost list("MAC") pricing, and/or clinical programs; "most favored nation" pricing, which provides that a pharmacy participating in a specific government program must give the program the best price the pharmacy makes available to any third-party plan; disclosure of data to third parties; drug utilization management practices; the level of duty a pharmacy benefit manager owes its clients or customers; configuration of pharmacy networks; the operations of our subsidiary pharmacies; disclosure of negotiated provider reimbursement rates; disclosure of negotiated drug rebates, calculation of certain customer cost sharecost-share for prescription drug claims; pricing that includes differential or spread (i.e., a difference between the drug price charged to the plan sponsor by a pharmacy benefit manager and the price paid by the manager to the dispensing provider); disclosure of fees associated with administrative service agreements and patient care programs that are attributable to customers' drug utilization; and registration or licensing of pharmacy benefit managers. Some states have adopted so-called "most favored nation"
We expect federal and state governments to continue to prioritize means of addressing out-of-pocket costs for consumers, particularly related to prescription drug costs. Policy proposals, issued via regulation or legislation, which providesvary broadly in their approaches to achieve that a pharmacy participating in the state Medicaid program must give the state the best price the pharmacy makes available to any third-party plan.

Prescription drug pricing and the role of pharmacy benefit managers have been a focus of the current administration. In May 2018, the current administration announced a blueprint, titled "American Patients First," which considers a series of drug pricing proposals including,goal. Current proposed legislation includes, among other things, removalthings: repeal of HHS's final rule amending the anti-kickback safe harbor protection for rebates between drug manufacturers and insurers and pharmacy benefit managers and improvements to pricing transparency. In October 2018, Congress enacted laws that prohibited pharmacy benefit managers and insurers from restricting pharmacies from providing drug pricing information to a plan enrollee when there is a difference betweenharbors, as described above under the cost of the drug under insurance and the cost of the drug when purchased without insurance. See also,heading "False Claims Act and Anti-Kickback Laws"Laws—Anti-Kickback and Referral Laws;" government price negotiation of certain classes of prescription drugs covered by Medicare Part B and D; limits on manufacturer price increases for prescription drugs; and a discussionredesign of HHS' proposed rule changes to the federal anti-kickback safe harbor to exclude regulatory protection for rebates between drug manufacturers and Medicare Part D plans, Medicaid managed care organizationsbenefit. Additionally, proposals at the federal and state levels consider increased regulation of pharmacy benefit managers and health plans as a means to limit consumer out-of-pocket costs, including: proposing to limit the use of various pharmacy benefit management tools; mandating the treatment of fees, discounts or financing mechanisms that otherwise are set in the contextprivate contractual terms; increasing supply chain transparency; expanding regulatory requirements or definitions of these government programs.

fiduciaries; or mandating plan benefit designs that cap consumer out-of-pocket expense.

Some states have enacted statutes regulating the use of maximum allowable cost ("MAC")MAC pricing. These statutes, referred to as "MAC Transparency Laws," generally require pharmacy benefit managers to disclose specific information related to MAC pricing to pharmacies and provide certain appeal rights for pharmacies. MAC Transparency Laws also restrict the application of MAC and may require operational changes to maintain compliance with the law. Some states have also enacted laws regulating pharmacy pricing and protecting the profitability of pharmacies for dispensing certain MAC-priced drugs. Some states have enacted laws requiring that the customer cost sharecost-share for a prescription drug claim not exceed certain price points, such as the pharmacy's usual and customary charge or its contracted reimbursement for the drug.

In a recent Supreme Court decision, the Court found that certain MAC Transparency Laws may be applied by states to ERISA plans in addition to health plans regulated by the applicable state. Following this decision, state legislatures and regulators have sought to extend their oversight authority of self-funded ERISA plans to pharmacy benefit management functions and pharmacy benefit plan designs beyond MAC pricing.

In March 2018, the NAIC adopted changes to the Health Carrier Prescription Drug Benefit Management Model Act. The changes address issues relating toto: (i) transparency, accuracy and disclosure regarding prescription drug formularies and formulary changes during a policy year; (ii) accessibility of prescription drug benefits using a variety of pharmacy options; and (iii) tiered prescription drug formularies and discriminatory benefit design. While the actions of the NAIC do not have the force of law, they mayare used as a template to influence states to adopt laws based on the model legislation.

The federal Medicaid rebate programDrug Rebate Program requires participating drug manufacturers to provide rebates on all drugs reimbursed through state Medicaid programs, including through Medicaid managed care organizations. Manufacturers of brand namebrand-name products must provide a rebate equivalent to the greater of (a) 23.1% of the average manufacturer price ("AMP") paid by retail community
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pharmacies or by wholesalers for certain drugs distributed to retail community pharmacies, or (b) the difference between AMP and the "best price" available to essentially any customer other than the Medicaid program and certain other government programs, with certain exceptions. We negotiate rebates with drug manufacturers and, in certain circumstances, sell services to drug manufacturers. Investigations are being and have been conducted by certain governmentalgovernment entities which call into question whether a drug's "best price" was properly calculated and reported with respect to rebates paid by the manufacturers to the Medicaid programs. We are not responsible for such calculations, reports or payments.

Pharmacy Regulation

Our home delivery and specialty pharmacies also subject us to extensive federal, state and local regulation. The practice of pharmacy is generally regulated at the state level by state boards of pharmacy. We are licensed to do business as a pharmacy in the states in which theyour pharmacies are located. Most of the states into which we deliver pharmaceuticals have laws that require out-of-state home delivery pharmacies to register with, or be licensed by, the board of pharmacy or a similar regulatory body in the state. These states generally permit the pharmacy to follow the laws of the state in whichwhere the home delivery servicepharmacy is located, although some states require compliance with certain laws in that state as it impacts or relates to drugs distributed or dispensed into those states.

that state.

Our various pharmacy facilities also maintainprovide services under certain Medicare and state Medicaid provider numbers as pharmacies providing services under these programs. Participation in these programs requires our pharmacies to comply with the applicable Medicare and Medicaid provider rules and regulations, and exposes the pharmacies to various changes the federal and state governments may impose regarding reimbursement methodologies and amounts to be paid to participating providers under these programs. In addition, several of our pharmacy facilities are

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participating providers under Medicare Part D and as a condition to becoming a participating provider under Medicare Part D, the pharmacies are required to adhere to certain requirements applicable to Medicare Part D.

Additionally, we are subject to CMS rules regarding the administration of our Medicare plans and pricing between our plans and related parties, including our pharmacy business.

Other statutes and regulations affect our home delivery and specialty pharmacy operations, including the federal and state anti-kickback laws and the federal civil monetary penalty law described above. Federal and state statutes and regulations govern the labeling, packaging, advertising, adulteration and security of prescription drugs and the dispensing of controlled substances.substances and certain of our pharmacies must register with the U.S. Drug Enforcement Administration and individual state controlled substance authorities. The Federal Trade CommissionFTC requires mail order sellers of goods generally to engage in truthful advertising, to stock a reasonable supply of the product to be sold, to fill mail orders within thirty days and to provide clients with refunds when appropriate. The United States Postal Service also has significant statutory authority to restrict the delivery of drugs and medicines through the mail.

Financial Reporting, Internal Control and Corporate Governance

Regulators closely monitor the financial condition of licensed insurance companies and HMOs. States regulate the form and content of statutory financial statements, the type and concentration of permitted investments and corporate governance over financial reporting. Our insurance and HMO subsidiaries are required to file periodic financial reports and schedules with regulators in most of the jurisdictions in which they do business as well as annual financial statements audited by independent registered public accounting firms. Certain insurance and HMO subsidiaries are required to file an annual report of internal control over financial reporting with most jurisdictions in which they do business. Insurance and HMO subsidiaries' operations and accountsfinancial statements are subject to examination by such agencies. Many states have expanded regulations relating to corporate governance and internal control activities of insurance and HMO subsidiaries as a result of model regulations adopted by the NAIC with elements similar to corporate governance and risk oversight disclosure requirements under federal securities laws.

Guaranty Associations, Indemnity Funds, Risk Pools and Administrative Funds

Most states and certain non-U.S. jurisdictions require insurance companies to support guaranty associations or indemnity funds that are established to pay claims on behalf of insolvent insurance companies. Some states have similar laws relating to HMOs and other payors, such as consumer operated and oriented plans (co-ops) established under the ACA. In the United States, these associations levy assessments on member insurers licensed in a particular state to pay such claims. Certain states require HMOs to participate in guaranty funds, special risk pools and administrative funds. For additional information about guaranty funds and other assessments, see Note 1922 to ourthe Consolidated Financial Statements.

Certain states continue to require health insurers and HMOs to participate in assigned risk plans, joint underwriting authorities, pools or other residual market mechanisms to cover risks not acceptable under normal underwriting standards, although some states have eliminated these requirements as a result of the ACA.

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Solvency and Capital Requirements

Many states have adopted some form of the NAIC model solvency-related laws and risk-based capital ("RBC") rules ("RBC rules") for life and health insurance companies.companies and HMOs. The RBC rules recommend a minimum level of capital depending on the types and quality of investments held, the types of business written and the types of liabilities incurred. If the ratio of the insurer's adjusted surplus to its risk-based capitalRBC falls below statutorily required minimums, the insurer could be subject to regulatory actions ranging from increased scrutiny to conservatorship.

In addition, various non-U.S. jurisdictions prescribe minimum surplus requirements that are based upon solvency, liquidity and reserve coverage measures. Our HMOs and life and health insurance subsidiaries, as well as non-U.S. insurance subsidiaries, are compliant with applicable RBC and non-U.S. surplus rules.

The Risk Management and Own Risk and Solvency Assessment Model Act ("ORSA"), adopted by the NAIC, provides requirements and principles for maintaining a group solvency assessment and a risk management framework and reflects a broader approach to U.S. insurance regulation. ORSA includes a requirement to file an annual ORSA Summary Report in the lead state of domicile. To date, an overwhelming majority of the states have adopted the same or similar versions of ORSA. We file our ORSA report annually as required.

Holding Company Laws

Our domestic insurance companies and certain of our HMOs are subject to state laws regulating subsidiaries of insurance holding companies. Under such laws, certain dividends, distributions and other transactions between an insurance company or an HMO subsidiary and its affiliates may require notification to, or approval by, one or more state insurance commissioners. In addition, the holding company acts of states in which our subsidiaries are domiciled restrict the ability of any person to obtain control of an insurance company or HMO subsidiary without prior regulatory approval.

State holding company laws and regulations also subject our insurance companies and certain HMO subsidiaries to additional regulatory scrutiny related to their oversight of affiliates performing regulated services on behalf of the insurance company or HMO and require the Company to file an annual Enterprise Risk Report, which summarizes material risks that could pose enterprise risk to the insurance company subsidiaries.

Marketing, Advertising and Products

In most states, our insurance companies and HMO subsidiaries are required to certify compliance with applicable advertising regulations on an annual basis. Our insurance companies and HMO subsidiaries are also required by most states to file and secure regulatory approval of products prior to the marketing, advertising and sale of such products.

Licensing and Registration Requirements

Certain

Our insurance companies and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business. Additionally, certain subsidiaries contract to provide claim administration, utilization management and other related services for the administration of self-insured benefit plans. These subsidiaries may be subject to state third-party administration and other licensing requirements and regulation, as well as third-party accreditation requirements.

We have received full accreditation for Utilization Review Accreditation Commission Pharmacy Benefit Management version 2.2 Standards, which includes quality standards for drug utilization management, and select subsidiaries have received full accreditation for Utilization

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Review Accreditation Commission for Health Utilization Management version 7.2, which includes quality standards for medical utilization management.

Certain states have adopted pharmacy benefit management registration, and/licensure or disclosure laws. In addition to registration laws, some states have adopted legislation mandating disclosure of various aspects of our financial practices, including those concerning pharmaceutical company revenue, as well as prescribing processes for prescription switching programs and client and provider audit terms.

Our international subsidiaries are often required to be licensed when entering new markets or starting new operations in certain jurisdictions. The licensure requirements for these subsidiaries vary by country and are subject to change.

International Regulations

Our operations outside the United States expose us to laws of multiple jurisdictions and the rules and regulations of various governing bodies and regulators, including those related to the provision of insurance, financial and other disclosures, the provision of health
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care-related services, corporate governance, privacy, data protection, data mining, data transfer, intellectual property, labor and employment, consumer protection, direct-to-consumer communications activities, tax, anti-corruption and anti-money laundering. Foreign laws and rules may include requirements that are different from, or more stringent than, similar requirements in the United States.

Our operations in countries outside the United States:

are subject to local regulations of the jurisdictions where we operate;

in some cases, are subject to regulations in the jurisdictions where customers reside; and

in all cases, are subject to the Foreign Corrupt Practices Act ("FCPA").

In particular, in South Korea, where we are selling insurance products directly to individual customers, regulators are focused on protecting the rights of individual customers by enforcing "Treating Customers Fairly" concepts. This regulatory focus resultshas resulted in rigorous data localization requirements, network separation obligations and system monitoring restrictions, as well as obligations to closely monitor marketing communications and sales scripts. Anti-money laundering requirements in South Korea and other Asian countries where we do business also may impose obligations to collect certain information about each customer at time of sale andor to risk rank each customer to determine possible future money laundering risk.

The FCPA prohibits offering, promising, providing or authorizing others to give anything of value to a foreign government official or employee to obtain or retain business or otherwise secure a business advantage. Outside of the United States, we may interact with government officials in several different capacities: as regulators of our insurance business; as clients or partners who are state-owned or partially state-owned; as health care professionalsproviders who are employed by the government; as hospitals that are state-owned; and as officials issuing permits in connection with real estate transactions. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties, and the SEC and DOJ have increased their enforcement activities with respect to FCPA. The UK Bribery Act of 2010 applies to all companies with a nexus to the United Kingdom. Under this act, any voluntary disclosures of FCPA violations may be shared with United Kingdom authorities, thus potentially exposing companies to liability and potential penalties in multiple jurisdictions.

Other countries in which we do business also have anti-corruption laws to which we are subject.
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Miscellaneous

Premiums and fees from CMS represented 16% of our total consolidated revenues for the year ended December 31, 2018 under a number of contracts. We are not dependent on business from one or a few customers. Other than CMS, no one customer accounted for 10% or more of our consolidated revenues in 2018. We are not dependent on business from one or a few brokers or agents. In addition, our insurance businesses are generally not committed to accept a fixed portion of the business submitted by independent brokers and agents, and generally all such business is subject to approval and acceptance.

We had approximately 73,800 employees as of December 31, 2018.

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PART I
ITEM 1A. Risk Factors


ITEM 1A. Risk Factors

Item 1A. RISK FACTORS

As a large global health serviceservices company operating in a complex industry, we encounter a variety of risks and uncertainties, thatwhich could have a material adverse effect on our business, liquidity, results of operations, financial condition or the trading price of our securities. You should carefully consider each of the risks and uncertainties discussed below, together with other information contained in this Annual Report on Form 10-K, including Management's Discussion and Analysis of Results of Operations and Financial Condition.MD&A. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect us. The following risk factors have been organized by category for ease of use; however many of the risks may have impacts in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. Risk factors are not necessarily listed in order of importance.

Strategic and Operational Risks

Future performance of our business will depend on our ability to execute our strategic and operational initiatives effectively.

The future performance of our business will depend in large part on our ability to effectively implement and execute our strategic and operational initiatives. Successfully executing on these initiatives depends on a number of factors, including our ability to:

differentiate our products, services and servicessolutions from those of our competitors;

develop and introducebring to market new and innovative products, solutions or programs particularlythat focus on improving patient outcomes and experiences and assist in controlling costs or in response to government regulationregulation;
develop and the increased focus on consumer-directed products;

create data and analytic solutions to support and improve outcomes for our products, services and solutions, including creating and developing solutions and services through partnerships with other industry participants;
grow and support our commercial product portfolio;

portfolio, expand our addressable markets and identify and introduce the proper mix, coordination or integration of products that will be accepted by the marketplace;

identify products and solutions that focus on improving patient outcomes and assist in controlling costs;

evaluate drugs for efficacy, value and price to assist clients in selecting a cost-effective formulary;

offer cost-effective home delivery pharmacy and specialty services;

leverage purchase volume to deliver discounts to health benefit providers;

access or continue accessing key drugs and successfully penetrate key treatment categories in our specialty pharmacy business;
attract and retain sufficient numbers of qualified employees;

employees, particularly in an increasingly competitive job market;
attract, develop and maintain collaborative relationships with a sufficient number of qualified partners;

attract new and maintain existing customer and client relationships;

leverage purchase volume to deliver discounts to health benefit providers;
transition health care providers from volume-based fee-for-service arrangements to a value-based system;

improve medical cost competitiveness in our targeted markets;

manage our medical, pharmacy, administrative and other operating costs effectively; and

contract with health care providers, pharmacy providers and pharmaceutical manufacturers and pharmacy providers on favorablemarket competitive terms.

For our strategic initiatives to succeed, we must effectively integratecollaborate across our operations, including with Express Scripts and otherintegrate our acquired businesses, actively work to ensure consistency throughout the organization and promote a global mind-setmindset along with a focus on individual customers and clients. If we fail to do so, our business may be unable to grow as planned, or the result of expansion may be unsatisfactory. We will be unable to rapidly respond to competitive, economic and regulatory changes if we do not make important strategic and operational decisions quickly, define our appetite for risk, specifically, implement new governance, managerial and organizational processes smoothly and communicate roles and responsibilities clearly. If these initiatives fail or are not executed on effectively, our consolidated financial position and results of operations could be negatively affected.

We operate in a highly competitive, evolving and rapidly changing industry and our failure to adapt could negatively impact our business.

The health service industry continues to be dynamic and rapidly evolving. Any significant shifts in the structure of the industry could alter industry dynamics and adversely affect our ability to attract or retain clients.clients and customers. Industry shifts could result (and have resulted) from, among other things:

a large intra- or inter-industry merger or industry consolidation;

strategic alliances;

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new or alternative business models;

models or new government options or offerings;
continuing consolidation among physicians, hospitals and other health care providers, as well as changes in the organizational structures chosen by physicians, hospitals and health care providers;

new market entrants, including those not traditionally in the health service industry;

the ability of larger employers and clients to contract directly with providers;
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PART I
ITEM 1A. Risk Factors

technological changes and rapid shifts in the use of technology, such as telemedicine;

telehealth;
the impact or consequences of legislation or regulatory changes;

changes in the United States Postal Service or the consolidation of shipping carriers;

increased drug acquisition cost or unexpected changes to drug pricing trend;

changechanges in the generic drug market or the failure of new generic drugs to come to market;

or
a general decreasechanges in drug utilization;utilization of health care, prescription drugs or

a general increase in utilization other covered services and items, including under risk-based contracts in the medicalhealth benefit management market.

market and for those businesses that utilize risk adjustment methodology.

Our failure to anticipate or appropriately adapt to changes in the industry could negatively impact our competitive position and adversely affect our business and results of operations.

The scale, scope and duration of the ongoing COVID-19 pandemic continues to be unknown and the overall impact on our business, operating results, cash flows or financial condition has been and may continue to be material.
The COVID-19 pandemic has adversely affected, and is continuing to affect, global economies, financial markets and the overall environment for our business, and the extent to which it may impact our future results of operations and overall financial performance remains uncertain. While vaccination rates continue to rise, the COVID-19 pandemic, including vaccination efficacy, the implementation of and reaction to vaccination and testing mandates and the occurrence of new variants (including the delta and omicron variants), could continue to effect such economies and financial markets as well as the health and availability of our workforce. As a result, we may experience new disruptions to our business operations and our business could be adversely affected further, directly or indirectly, by the ongoing pandemic. National, state and local governments in affected regions have implemented and may continue to implement varying safety precautions, including quarantines, border closures, increased border controls, travel restrictions, shelter-in-place orders and shutdowns, business closures, cancellations of public gatherings and other measures.
The COVID-19 pandemic has in some instances, and may continue to, heighten the potential adverse effects on our business, operating results, cash flows or financial condition as described below or in other risk factors within this section of the Form 10-K including, but not limited to, the likelihood of and impact from:
unfavorable economic conditions on our clients and customers (both employers and individuals), health care and pharmacy providers, pharmaceutical manufacturers and third-party vendors, as well as federal and state entities and programs;
changes in medical claims submission and processing patterns or procedures; changes in customer base and product mix; changes in utilization of prescription drugs, medical or other covered items or services, including increased behavioral health services utilization; changes in medical cost trends; changes in our health management practices; and the introduction of new benefits and products causing actual claims to exceed our estimates;
changes in health care utilization patterns, provider billing practices and other external events that we cannot forecast or project and over which we have little or no control impacting our ability to accurately predict, price for and manage health care costs and ultimately our profitability, including impacts from care deferral on, among other things, risk adjustment revenue and acuity of future care;
increased costs or reductions in revenue, including costs for COVID-19-related care, testing and treatment; vaccine and other coverage mandates; inflation; and support for employees, clients, customers and providers;
significant disruptions in service within our operations or among our key suppliers or other third parties, including delivery delays and other supply chain impacts and decreased worker productivity, increased worker attrition and operational and sales disruptions, including as a result of remote working arrangements, increased medical, emergency or other leave, quarantines, government actions or restrictions, including as it relates to vaccination mandates;
compliance with substantial government regulation, including privacy and security requirements associated with providing telehealth and remote care options and new laws or regulations or changes in existing laws or regulations, such as vaccine, testing and coverage mandates and premium deferrals, which laws or regulations may vary significantly by jurisdiction;
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prioritization of matters relating to COVID-19 resulting in delays in responsiveness by regulatory agencies and other third parties in matters arising in the ordinary course of business;
cyberattacks or other privacy or data security incidents, including as a result of the transition to a remote work environment by substantially all of our workforce and the workforces of third parties with whom we contract;
significant shifts in the structure of the industry which could alter dynamics and, if we fail to adapt, negatively impact our business;
risks inherent in foreign operations, including political, legal, operational, regulatory, economic and other risks;
economic and market conditions affecting the value of our financial instruments and the value of particular assets and liabilities; and
fluctuations in equity market prices, interest rates and credit spreads limiting our ability to raise or deploy capital and affecting our overall liquidity.
Additionally, if we do not respond appropriately to the pandemic, or if our clients or customers do not perceive our response to be adequate, we could suffer damage to our reputation, which could adversely affect our business.
We believe COVID-19 and its variants' adverse impact on our business, operating results, cash flows or financial condition will be driven primarily by the severity and duration of the pandemic, including the impact of the breadth and timing of implementation and the efficacy and costs of vaccination programs, the pandemic's continued impact on our employees, clients, customers, suppliers and partners, as well as the U.S. and global economies and the continued actions taken by governmental authorities and other third parties in response to the pandemic. Those primary drivers are largely beyond our knowledge and control, and may be more adverse than our current expectations. Given these uncertainties, we cannot estimate the full impact COVID-19 will have on our business, operating results, cash flows or financial condition, but the adverse impact could be material.
Our failure to compete effectively, to differentiate our products and services from those of our competitors and maintain or increase market share could materially adversely affect our results of operations, financial position and cash flows.

We operate in a highly competitive environment and an industry subject to significant market pressures brought about by customer and client needs, legislative and regulatory developments and other market factors. In particular markets, our competitors may have greater, better or more established capabilities, resources, market share, reputation or business relationships, or lower profit margin or financial return expectations. Our clients are well informed and organized and can easily move between our competitors and us. Our Express Scripts client contracts generally have three-year terms.terms and may be subject to periodic renegotiation of pricing terms based on market factors. As described in greater detail in the description of our business in Item 1 above (see page 11 of this Form 10-K),10-K, one of our key clients in the Health ServicesEvernorth segment is the United States Department of Defense. If one or more of our large clients either terminates or does not renew a contract for any reason, including as a result of being acquired, or if the provisions of a contract with a large client are modified, renewed or otherwise changed with terms less favorable to us, our results of operations could be adversely affected and we could experience a negative reaction in the investment community resulting in decreases in the trading price of our securities or other adverse effects.

Our success depends, in part, on our ability to compete effectively in our markets, set prices appropriately in highly competitive markets to keep or increase our market share, increase customers as planned, differentiate our business offerings by innovating and delivering products and services that provide enhanced value to our customers, provide quality and satisfactory levels of service and retain accounts with favorable medical cost experience or more profitable products versus retaining or increasing our customer base in accounts with unfavorable medical cost experience or less profitable products.

We must remain competitive to attract new customers, retain existing customers and further integrate additional product and service offerings. To succeed in this highly competitive marketplace, it is imperative that we maintain a strong reputation. Increasingly, our customers, clients and investors consider our efforts on a variety of matters that could impact our stakeholders, including our employees and the communities in which we operate, such as our efforts with respect to the environment and diversity, equity and inclusion. The negative reputational impact of a significant event, including a failure to execute on customer or client contracts or strategic or operational initiatives, failure to comply with applicable laws or regulations, or failure to innovate and deliver products and services that demonstrate greater value to our customers, could affect our ability to grow and retain profitable arrangements, which could have a material adverse effect on our business, and results of operations.

operations, financial position and cash flows.

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We face price competition and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers.

While we compete on the basis of many service and quality-related factors, we expect that price will continue to be a significant basis of competition. Our client contracts are subject to negotiation as clients seek to contain their costs, including by reducing benefits offered. Increasingly, our clients seek to negotiate performance guarantees that require us to pay penalties if the guaranteed performance standard is not met. Clients can easily move between our competitors and us. Our clients are well-informedwell informed and typically have knowledgeable consultants that seek competing bids from our competitors before contract renewal. In addition, as brokers and benefit consultants seek to enhance their revenue streams, they look to take on services that we typically provide. Each of these events could negatively impact our financial results.

Further, federal

Federal and state regulatory agencies may restrict or prevent entirely our ability to implement changes in premium rates. Fiscal or other concerns related to the government-sponsored programs in which we participate, such as Medicare Advantage plans and Medicare Part D plans, may cause decreasing reimbursement rates, delays in premium payments, restrictions on implementing changes in premium rates or insufficient increases in reimbursement rates. Any limitation on our ability to maintain or increase our premium or reimbursement levels, or a significant loss of customers or clients resulting from our need to increase or maintain premium or reimbursement levels, could adversely affect our business, cash flows, financial condition and results of operations.

Premiums in the Integrated MedicalCigna Healthcare segment are generally set for one-year periods and are priced well in advance of the date on which the contract commences or renews. Our revenue on Medicare policiesAdvantage plans, Individual and Family Plans ("IFP") and Medicare Part D plans is based on rates and bids submitted mid-yearmidyear in the year before the contract year. Although we base the premiums we charge and our Medicare Advantage, IFP and Medicare Part D rates and bids on our estimate of future health care costs over the contract period, actual costs may exceed what we estimate in setting premiums. Our health care costs also are affected by external events that we cannot forecast or project and over which we have little or no control, including changes in regulations, as well as provider billing practices and changes in customers' health care utilization patterns, which may, among other things, impact our ability to appropriately document their health conditions. Our participation in health insurance exchanges through our IFP offerings involves uncertainties associated with mix and provider billing practices.volume of business and could adversely affect our results of operations, financial position and cash flows. Our profitability depends, in part, on our ability to accurately predict, price for and effectively manage future health care costs. Relatively small differences between predicted and actual medical costs or utilization rates as a percentage of revenue can result in significant changes in our financial results.

Strong competition within the pharmacy benefit business has also generated greater demand for lower product and service pricing, increased revenue sharing and enhanced product and service offerings. These competitive factors have historically applied pressure on our operating margins and caused many companies, including us, to reduce the prices charged for products and services while sharing with clients a greater portion of the formulary fees and related rebates received from pharmaceutical manufacturers. Our inability to maintain positive trends, or

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PART I
ITEM 1A. Risk Factors

failure to identify and implement new ways to mitigate pricing pressures, could negatively impact our ability to attract or retain clients or sell additional services, which could negatively impact our margins and have a material adverse effect on our business and results of operations.

The reserves we hold for expected medical claims are based on estimates that involve an extensive degree of judgment and are inherently variable. If actual claims exceed our estimates, our operating results could be materially adversely affected, and our ability to take timely corrective actions to contain future costs may be limited.

We maintain and record medical claims reserves on our balance sheet for estimated future payments. Our estimates of health care costs payable are based on a number of factors, including historical claim experience, but this estimation process requires extensive judgment. Considerable variability is inherent in such estimates, and the accuracy of the estimates is highly sensitive to changes in medical claims submission and processing patterns and/or procedures, changes in customer base and product mix, changes in the utilization of prescription drugs, medical and/or other covered items or services, changes in medical cost trends, changes in our medicalhealth management practices, changes in regulations and the introduction of new benefits and products. If we are not able to accurately and promptly anticipate and detect medical cost trends, our ability to take timely corrective actions to limit future costs and reflect our current benefit cost experience in our pricing process may be limited. Additionally, we must estimate the amount of rebates payable by us under the ACA's and CMS' minimum loss ratio rules and the amounts payable by us to, and receivable by us from, the United States federal government under the ACA's remaining premium stabilization program. Because establishing these reserves is an inherently uncertain process involving estimates of future losses, there can be no certainty that ultimate losses will not exceed existing medical claims reserves.

reserves which may adversely affect our results of operations, financial position and cash flows.

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If we fail to develop and maintain satisfactory relationships with physicians, hospitals and other health service providers and with producers and consultants, our business and results of operations may be adversely affected.

We contract with or employ physicians, hospitals and other health service providers and facilities to provide health services to our customers. Our results of operations are substantially dependent on our ability to contract for these services at competitive prices. In any particular market, physicians, hospitals and health service providers may enter into exclusive arrangements with competitors or simply refuse to contract with us, demand higher payments or take other actions that could result in higher medical costs or less desirable products or services for our customers. In some markets, certain providers, particularly hospitals, physician/hospital organizations and multi-specialtymultispecialty physician groups, may have significant or controlling market positions that could result in a diminished bargaining position for us. If providers refuse to contract with us, use their market position to negotiate more favorable contracts or place us at a competitive disadvantage, our ability to market products or to be profitable in those areas could be materially and adversely affected. Additionally, certain regulations may impact our ability to obtain competitive prices. Establishing collaborative arrangements with physician groups, specialist groups, independent practice associations, hospitals and health care delivery systems is key to our strategic focus to transition from volume-based fee-for-service arrangements to a value-based health care system. If such collaborative arrangements do not result in the lower medical costs that we project or if we fail to attract health care providers to such arrangements, or are less successful at implementing such arrangements than our competitors, our attractiveness to customers may be reduced and our ability to profitably grow our business may be adversely affected.

Our ability to develop and maintain satisfactory relationships with providers may also be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels, increasing pressure on revenue and other pressures on health care providers and increasing consolidation activity among hospitals, physician groups and providers. Continuing consolidation among physicians, hospitals and other providers, the emergence of accountable care organizations, vertical integration of providers and other entities, changes in the organizational structures chosen by physicians, hospitals and providers, and new market entrants, including those not traditionally in the health care industry, and the increased use of virtual care services (including telehealth) may affect the way providers interact with us and may change the competitive landscape in which we operate. In some instances, these organizations may compete directly with us, potentially affecting the way we price our products and services or causecausing us to incur increased costs if we change our operations to be more competitive.

Out-of-network providers are not limited by any agreement with us in the amounts they bill. While benefit plans place limits on the amount of charges that will be considered for reimbursement out-of-networkand regulations seek to prescribe payment levels, establish methodologies and dispute resolution processes, providers have becomeare increasingly sophisticated and aggressive and such limitations can be difficult to enforce.aggressive. As a result, the outcome of disputes where we do not have a provider contract may cause us to pay higher medical or other benefit costs than we projected.

Additionally, certain of our products and services are sold in part through nonexclusive producers and consultants for whose services and allegiance we compete. Our sales could be materially adversely affected if we are unable to attract, retain and support such independent producers and consultants or if our sales strategy is not appropriately aligned across distribution channels.
If we lose our relationship with one or more key pharmaceutical manufacturers, or if the payments made or discounts provided by pharmaceutical manufacturers decline, our business and results of operations could be adversely affected.

We maintain contractual relationships with numerous pharmaceutical manufacturers, which provide us with, among other things:

discounts for drugs we purchase to be dispensed from our home delivery and specialty pharmacies;

discounts, in the form of rebates, for drug utilization;

fees for administering rebate programs, including invoicing, allocating and collecting rebates;

fees for services provided to pharmaceutical manufacturers by our specialty pharmacies; and

access to limited distribution specialty pharmaceuticals by our specialty pharmacies.

Our contracts with pharmaceutical manufacturers are typically non-exclusivenonexclusive and terminable on relatively short notice by either party. The consolidation of pharmaceutical manufacturers, the termination or material alteration of our contractual relationships, or our failure to renew such contracts on favorablemarket competitive terms could have a material adverse effect on our business and results of operations. In addition, arrangements between payors and pharmaceutical manufacturers have been the subject of debate in federal and state legislatures and various other public and governmental forums. Adoption of new laws, rules or regulations or changes in, or new interpretations of, existing laws, rules or regulations, relating to any of these programs could materially adversely affect our business and results of operations.

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ITEM 1A. Risk Factors


If significant changes occur within the pharmacy provider marketplace, or if other issues arise with respect to our pharmacy networks, including the loss of or adverse change in our relationship with one or more key pharmacy providers, our business and financial results could be impaired.

adversely affected.

More than 68,000 retail pharmacies, which represent over 99% of all United States retail67,900 pharmacies participated in one or more of our networks as of December 31, 2018.2021. The ten largest retail pharmacy chains represent approximately 61%62% of the total number of stores in our largest network. In certain geographic areas of the United States, our networks may be comprised of higher concentrations of one or more large pharmacy chains. Contracts with retail pharmacies are generally non-exclusivenonexclusive and are terminable on relatively short notice by either party. If one or more of the larger pharmacy chains terminates its relationship with us, or is able to renegotiate terms substantially less favorable to us, our customers' access to retail pharmacies and/or our business could be materially adversely affected. The entry of one or more additional large pharmacy chains into the pharmacy benefit management business, the consolidation of existing pharmacy chains or increased leverage or market share by the largest pharmacy providers could increase the likelihood of negative changes in our relationship with such pharmacies. Changes in the overall composition of our pharmacy networks, or reduced pharmacy access under our networks, could have a negative impact on our claims volume and/or our competitiveness in the marketplace, which could cause us to fall short of certain guarantees in our contracts with clients or otherwise impair our business or results of operations.

Changes in drug pricing or industry pricing benchmarks could materially impact our financial performance.

Contracts in the prescription drug industry, including our contracts with retail pharmacy networks and our pharmacy and specialty pharmacy clients, generally use "average wholesale price" or "AWP," which ispricing metrics published by a third party,parties as a benchmarkbenchmarks to establish pricing for prescription drugs. If AWP isthese benchmarks are no longer published by third parties, we, or our contractual partners, adopt other pricing benchmarks for establishing prices within the industry, legislation or regulation requires the use of other pricing benchmarks, or future changes in drug prices substantially deviate from our expectations, the short- or long-term impacts may have a material adverse effect on our business and results of operations.

As a global company, we face political, legal, operational, regulatory, economic and other risks that present challenges and could negatively affect our multinational operations and/or our long-term growth.

As a global company, our business is increasingly exposed to risks inherent in foreign operations. These risks can vary substantially by market, and include political, legal, operational, regulatory, economic and other risks, including government intervention that we do not face in our U.S. operations. The global nature of our business and operations may present challenges including, but not limited to, those arising from:

geopolitical business conditions and demands, including the June 2016 referendum in the United Kingdom to leave the European Union;

demands;
regulation that may discriminate against U.S. companies, favor nationalization or expropriate assets;

price controls or other pricing issues and exchange controls; restrictions that prevent us from transferring funds out of the countries in which we operate; foreign currency exchange rates and fluctuations and restrictions on converting currencies from foreign operations into other currencies; uncertainty with respect to the interpretation of tax positions;

reliance on local employees and interpretations of labor laws in foreign jurisdictions;

managing our partner relationships in countries outside of the United States;

providing data protection on a global basis and sufficient levels of technical support in different locations;

the global trend for companies to enact local data residency requirements;

acts of civil unrest, war and terrorism, as well as other political and economic conflicts such as through imposition of economic or political sanctions;
man-made disasters, natural disasters or(including those arising as a result of climate change) and pandemics, such as the COVID-19 pandemic, in locations where we operate; and

general economic and political conditions.

These factors may increase in significance as we continue to expand globally and operating in new foreign markets may require considerable management time before operations generate any significant revenues and earnings. Any one of these challenges could negatively affect our operations or long-term growth. For example, dueif we're unable to the concentration ofdivest our internationalSouth Korean business, in South Korea, the International Markets segment iswe will continue to be exposed to potential losses resulting from economic and regulatory changes in that country and the geopolitical climate in the Korean Peninsula, as well as foreign currency movements affecting the South Korean currency, that, due to the current concentration of our international business, could have a significant impact on the segment's results and our consolidated financial results.

International operations also require us to devote significant resources to implement controls and systems in new markets to comply
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with, and to ensure that our vendors and partners comply with, U.S. and foreign laws prohibiting bribery, corruption and money laundering, in addition to other regulations regarding, among other things, our products, direct-to-consumer communications, customer privacy, data protection and data residency. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or employees, restrictions or outright prohibitions on the conduct of our business and significant reputational harm. Our success depends, in part, on our ability to anticipate these risks and manage these challenges. Our failure to comply with laws and regulations governing our conduct outside the United States or to establish constructive relations with non-U.S. regulators could have a material adverse effect on our business, results of operations, financial condition, liquidity and long-term growth.

Strategic transactions involve risks and we may not realize the expected benefits because of integration difficulties, underperformance relative to our expectations and other challenges.
As part of our strategy, we regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, licensing arrangements, divestitures and other relationships (collectively referred to as "strategic transactions"). There is significant competition for attractive targets and opportunities and we may be unable to identify and successfully complete strategic transactions in the future. In addition, from time to time, we evaluate alternatives for our businesses that do not meet our strategic, growth or profitability objectives, and we may divest or wind down such businesses. We may be unable to complete any such divestiture on terms favorable to us, within the expected timeframes, or at all. We may have continued financial exposure to divested businesses following the completion of any such transaction, including increased costs due to potential litigation, contingent liabilities and indemnification of the buyer related to, among other things, lawsuits, regulatory matters or tax liabilities.
Our ability to achieve the anticipated benefits of strategic transactions, including synergies, cost savings, innovation and operational efficiencies, is subject to numerous uncertainties and risks, including our ability to successfully combine or separate business operations, resources and systems, including data security systems and internal financial control standards, in an efficient and effective manner. Integration and separation activities may result in additional and unforeseen expenses, and the anticipated benefits may not be fully realized or may take longer to realize than expected. These activities are complex, costly and time-consuming and may divert management's attention from ongoing business concerns. Delays or issues encountered in these activities could have a material adverse effect on the revenues, expenses, operating results and financial condition of the Company.Additionally, the benefits of strategic transactions and the related timing could be impacted by various factors, including political instability, natural disasters, fluctuations in currency exchange rates, delays in obtaining regulatory approval and changes in regulations.
Strategic transactions could result in increased costs, including facilities and systems consolidation or separation costs and costs to retain key employees, decreases in expected revenues, earnings or cash flows and goodwill or other intangible asset impairment charges. As of December 31, 2021, our goodwill and other intangible assets had a carrying value of approximately $80 billion, representing 52% of our total consolidated assets. The value of our goodwill may be materially and adversely impacted if the businesses we acquire do not perform in a manner consistent with our assumptions. Future evaluations requiring an impairment to goodwill and other intangible assets could materially affect our results of operations and shareholders' equity in the period in which the impairment occurs. A material decrease in shareholders' equity could negatively impact our debt ratings or potentially impact our compliance with existing debt covenants. See Note 18 to the Consolidated Financial Statements for more information on goodwill and intangibles. In addition, the trading price of our securities may decline if, among other things, we are unable to achieve our estimates of earnings growth and operational cost savings, or the transaction costs are greater than expected. The trading price also may decline if we do not achieve the perceived benefits of a transaction as rapidly or to the extent anticipated by financial or industry analysts.
Additionally, joint ventures and equity investments present risks that are different from acquisitions, including risks related to: specific operations and finances of the businesses we invest in; selection of appropriate parties; differing objectives of the various parties; competition between and among parties; compliance activities (including compliance with applicable CMS requirements); growing the business in a manner acceptable to all the parties; maintaining positive relationships among the parties, clients and customers; initial and ongoing governance of joint ventures and customer and business disruption that may occur upon a joint venture termination.
Further, we may finance strategic transactions by issuing common stock for some or all of the purchase price that could dilute the ownership interests of our shareholders, or by incurring additional debt that could increase costs and impact our ability to access capital in the future.
In addition, effective internal controls are necessary to provide reliable and accurate financial reports and to mitigate the risk of fraud. The integration of businesses is likely to cause increasing complexity in our systems and internal controls and make them more difficult to manage. Any difficulties in assimilating businesses into our control system could cause us to fail to meet our financial reporting obligations. We also rely on the internal controls and financial reporting controls of joint venture entities and other entities in which we invest and their failure to maintain effectiveness or comply with applicable standards may materially and adversely affect us. Ineffective internal controls could also cause investors to lose confidence in our reported financial information that could
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negatively impact the trading price of our securities and our access to capital.
We are dependent on the success of our relationships with third parties for various services and functions.

To improve operating costs, productivity and efficiencies, we contract with third parties for the provision of specific services. Our operations may be adversely affected if a third party fails to satisfy its obligations, to us, if the arrangement is terminated in whole or in part or if there is a

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ITEM 1A. Risk Factors

contractual dispute between us and the third party. Even though contracts are intended to provide certain protections, we have limited control over the actions of third parties. For example, noncompliance with any privacy or security laws and regulations, any security breach involving one of our third-party vendors or a dispute between us and a third-party vendor related to our arrangement could have a material adverse effect on our business, results of operations, financial condition, liquidity and reputation.

Outsourcing also may require us to change our existing operations, adopt new processes for managing these service providers and/or redistribute responsibilities to realize the potential productivity and operational efficiencies. If there are delays or difficulties in changing business processes or our third-party vendors do not perform as expected, we may not realize, or not realize on a timely basis, the anticipated economic and other benefits of these relationships. This could result in substantialadditional costs or regulatory compliance issues divert management's attention from other strategic activities, negatively affect employee morale or create other operational or financial problems for us. Terminating or transitioning, in whole or in part, arrangements with key vendors could result in additional costs or penalties, risks of operational delays or potential errors and control issues during the termination or transition phase. We may not be able to find an alternative vendor in a timely manner or on acceptable terms. If there is an interruption in business or loss of access to data resulting from a security breach, termination or transition in services, we may not be able to meet the demands of our customers and, in turn, our business and results of operations could be adversely impacted.

A significant disruption in service within our operations or among our key suppliers or other third parties could materially adversely affect our business and results of operations.

Our business is highly dependent upon our ability to perform, in an efficient and uninterrupted fashion, necessary business functions, such as claims processing and payment, internet support and customer call centers, data centers and corporate facilities, processing new and renewal business, maintaining appropriate shipment and storage conditions for prescriptions (such as temperature and protection from contamination) and mail orderhome delivery processing. In some instances, our ability to provide services or products (including processing and dispensing prescriptions) depends on the availability of services and products provided by suppliers, providers, pharmaceutical manufacturers, vendors or shipping carriers. A disruption, or threat of disruption, in our supply chain, including as a result of the COVID-19 pandemic, or inability to access or deliver products that meet requisite quality safety standards in a timely and efficient manner could adversely impact our business.
Increasing natural disasters in connection with climate change could also be a direct threat to us and our third-party vendors, service providers or other stakeholders. Natural disasters, such as wildfires, hurricanes and snow and ice storms, have impacted and may continue to impact our customers and pose a risk to our employees and facilities located in the impacted region. Responses to such scenarios have and may include, among other things, making temporary policy changes, such as waiving various medical requirements, assisting with replacement medications, transferring prescriptions and expanding our help line. In addition, there is a risk that actions taken to respond to climate change could increase the cost of energy, fuel and other commodities, which would increase our operating costs.
We are also subject to risk as a result of information technology disruptions. Any failure or disruption of our performance of, or our ability to perform, key business functions, including through unavailability or cyber-attackcyberattack of our information technology systems or those of third parties (including cloud service providers), could cause slower response times, decreased levels of service satisfaction and harm to our reputation. In addition, because our information technology and otherOur systems interface with and depend on third-party systems and we could experience service denials if demand for such service exceeds capacity or a third-party system fails or experiences an interruption.
While we have adopted, and continue to enhance, business continuity and disaster recovery plans and strategies, there is no guarantee that such plans and strategies will be effective, which could interrupt the functionality of our information technology systems or those of third parties.Our failure to implement adequate business continuity and disaster recovery strategies could significantly reduce our ability to provide products and services to our customers and clients, which could have material adverse effects on our business and results of operations.

Acquisitions, including our acquisition of Express Scripts, joint ventures and other transactions involve risks and we may not realize the expected benefits because of integration difficulties, underperformance relative to our expectations and other challenges.

As part of our growth strategy, we regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, licensing arrangements and other relationships (collectively referred to as "strategic transactions"). Our ability to achieve the anticipated benefits of these strategic transactions is subject to numerous uncertainties and risks, including our ability to integrate operations, resources and systems, including data security systems, in an efficient and effective manner.

The success of the Express Scripts acquisition will depend, in part, on our ability to successfully combine the businesses of Cigna and Express Scripts and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the combination. This integration is a complex, costly and time-consuming process, which may divert management's attention from ongoing business concerns.

Key risks of the Express Scripts integration include, but are not limited to, retaining existing clients and attracting new clients on profitable terms; maintaining employee morale and retaining key management and other employees; integrating two unique corporate cultures; consolidating corporate and administrative infrastructures and realizing operational synergies; integrating information technology, communications programs, financial procedures and operations, and other systems, procedures and policies; coordinating geographically separate organizations; managing tax costs or inefficiencies associated with integrating the operations of the combined company; and necessary modifications to internal financial control standards.

Integration activities may result in additional and unforeseen expenses, and the anticipated benefits of integration, including with respect to Express Scripts, may not be fully realized or may take longer to realize than expected. Delays or issues encountered in the integration process could have a material adverse effect on the revenues, expenses, operating results and financial condition of the combined company.

Strategic transactions could result in increased costs, including facilities and systems consolidation costs and costs to retain key employees, decreases in expected revenues, earnings or cash flows, and goodwill or other intangible asset impairment charges. Additional unanticipated costs may be incurred in the integration of Express Scripts' businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of those businesses, should allow us to more than offset incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all. In addition, the trading price of our securities may decline if, among other things, we are unable to achieve the expected growth in earnings, if our operational cost savings estimates are not realized, or the transaction costs related to the acquisition and integration are greater than expected. The trading price also may decline if we do not achieve the perceived benefits of the acquisition as rapidly or to the extent anticipated by financial or industry analysts.

Further, we may finance strategic transactions by issuing common stock for some or all of the purchase price that could dilute the ownership interests of our shareholders, or by incurring additional debt that could impact our ability to access capital in the future.

In addition, effective internal controls are necessary to provide reliable and accurate financial reports and to mitigate the risk of fraud. The integration of businesses, including Express Scripts, is likely to cause increasing complexity in our systems and internal controls and make them more difficult to manage. Any difficulties in assimilating businesses into our control system could cause us to fail to meet our financial reporting

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ITEM 1A. Risk Factors

obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information that could negatively impact the trading price of our securities and our access to capital.

Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation, availability and data integrity of our information technology and other business systems.

Our business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data we use to serve our customers and health care professionalsproviders and to operate our business. If our data were found to be inaccurate or unreliable
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due to fraud or other error, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our clients, customers and health care professionalsproviders and hinder our ability to provide services and products,or establish appropriate pricing for products and services, retain and attract clients and customers, establish reserves and report financial results timely and accurately and maintain regulatory compliance, among other things.

Our information technology strategy and execution are critical to our continued success. We must continue to invest in and maintain long-term solutions that will enable us to anticipate customer needs and expectations, enhance the customer experience, act as a differentiator in the market and protect against cybersecurity risks and threats.threats or other events that could disrupt our information technology systems such as man-made or natural disasters (including those as a result of climate change). Our success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support our business processes in a cost-efficient and resource-efficient manner. Increasing regulatory and legislative changes will place additional demands on our information technology infrastructure that could have a direct impact on resources available for other projects tied to our strategic initiatives. In addition, recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices. Connectivity among technologies is becoming increasingly important. We must also develop new systems to meet current market standards and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and customer needs. Failure to do so may present compliance challenges and impede our ability to deliver services in a competitive manner. Further, because system development projects are long-term in nature, they may be more costly than expected to complete and may not deliver the expected benefits upon completion. Our failure to effectively invest in, implement improvements to and properly maintain the uninterrupted operation, availability and data integrity of our information technology and other business systems could adversely affect our results of operations, financial position and cash flow.

As a large health serviceservices company, we and our vendors are subject to cyber-attackscyberattacks or other privacy or data security incidents. If we are unable to prevent or contain the effects of any such attacks, or fail to ensure vendors do the same, we may suffer exposure to substantial liability, reputational harm, loss of revenue or other damages.

Our business depends on our clients' and customers' willingness to entrust us with their health-related and other sensitive personal information.information, including information that is subject to privacy, security or data notification laws. Computer systems may be vulnerable to physical break-ins, computer viruses or malware, programming errors, attacks by third parties or similar disruptive problems. We have been, and will likely continue to be, the target of computer viruses or other malicious codes, unauthorized access, cyber-attackscyberattacks or other computer-related penetrations. There have been, and will likely continue to be, large scale cyber-attackscyberattacks within the health service industry. Additionally, hardware, software or applications we develop or procure from third parties may contain defects in design, manufacturer defects or other problems that could unexpectedly compromise information technology. Human or technological error has and could in the future result in, for example, unauthorized access to, disclosure, modification, misuse, loss, or destruction of company, customer, or other third-party data or systems; theft of sensitive, regulated, or confidential data including personal information and intellectual property; the loss of access to critical data or systems through ransomware, destructive attacks or other means; and business delays, service or system disruptions or denials of service.
As we increase the amount of personal information that we store and share digitally, our exposure to unintended disclosures, data security and related cybersecurity risks increases, including the risk of undetected attacks, damage, loss or unauthorized access or misappropriation of proprietary or personal information, and the cost of attempting to protect against these risks also increases. The healthcare data ecosystem is complex and requires data exchange with vendors, business partners, the government and others. If disruptions, disclosures or breaches are not detected quickly, their effect could be compounded. We have implementeddedicated significant resources to implement security technologies, processes and procedures to protect consumer identity and provide employee awareness training around phishing, malware and other cyber risks; however, there are no assurances that such measures will be effective against all types of breaches.

Cyber-security Further, we depend on many vendors to support and assist our business, which requires such vendors to generate, store and use sensitive personal information.

Cybersecurity threats are rapidly evolving and those threats and the means for obtaining access to our proprietary systems are becoming increasingly sophisticated. Cyber-attacksCyberattacks can originate from a wide variety of sources including terrorists, nation states, internal actors, or third parties, such as external service providers, and the techniques used change frequently or are often not recognized until after they have been launched. For example, there has been an increase in new financial fraud schemes akin to ransomware attacks on large companies whereby a cybercriminal installs a type of malicious software, or malware, that prevents a user or enterprise from accessing computer files, systems or networks and demands payment of a ransom for their return. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers. In addition, while we have certain standards for all vendors that provide us services, our vendors, and in turn, their own service providers, may become subject to the same types of security breaches. Finally, our offices may be vulnerable to security incidents or security attacks, acts of vandalism or theft, misplaced or lost data, human error or similar events that could negatively affect our systems and our customers' and clients' data.

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The costs to eliminate or address security threats and vulnerabilities before or after a cyber-incident could be significant. Our remediation efforts may not be successful and could result in interruptions, delays, or cessation of service and loss of existing or potential customers.

In addition, breaches of our security measures and the unauthorized dissemination of sensitive personal information, or proprietary information or confidential information about us, our customers or other third-partiesthird parties could expose our customers' and their private information and our customers to the risk of financial or medical identity theft. Unauthorized dissemination of confidential and proprietary information about our business and strategy could also could negatively affect the achievement of our strategic initiatives. Such events could cause us to breach our contractual confidentiality obligations and violate applicable laws. These events would negatively affect our ability to compete, others' trust in us, our reputation, customer base and revenues and expose us to mandatory disclosure (including to the media),requirements, government investigations, litigation and other enforcement proceedings, material fines, penalties and/or remediation costs and compensatory, special, punitive and statutory damages, consent orders and other adverse actions, any of which could adversely affect our business, results of operations, financial condition or liquidity.

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PART I
ITEM 1A. Risk Factors

In managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities, we may be subject to additional liability that could result in significant time and expense.

In addition to contracting with physicians and other health care providers for services, we employ physicians, pharmacists, nurses and other health care professionalsproviders at our home delivery and specialty pharmacies, onsite low acuity and primary care practices and infusion clinics that we manage and operate for our customers, as well as certain clinics for our employees. We also provide in-home care through health care professionalsproviders that we employ, as well as, through third-party contractors. As such, we aremay be subject to liability for negligentcertain acts, omissions, or injuries caused by our employees or agents, or occurring at one of these clinicspractices, pharmacies or caused by one of our employees.clinics. The defense of any actions may result inrequire the diversion of personnel and other resources and the incurrence of significant expensescosts that could have a material adverse effect on our business, results of operations, financial condition, liquidity and reputation.

Legal and Compliance Risks

Our business is subject to substantial government regulation, as well as new laws or regulations or changes in existing laws or regulations that could have a material adverse effect on our business, results of operations, financial condition and liquidity.

Our business is regulated at the federal, state, local and international levels. The laws and rules governing our business and related interpretations are increasing in number and complexity, are subject to frequent change and can be inconsistent or in conflict with each other.

Noncompliance with applicable regulations by us or our third-party vendors could have material adverse effects on our business, results of operations, financial condition, liquidity and reputation.

We must identify, assess and respond to new trends in the legislative and regulatory environment, as well as comply with the various existing regulations applicable to our business. From time to time, certainThere are currently pending, and in the future there will likely be, legislative and/or regulatory proposals are made which seek to manage the health careservices industry, including managing prescription drug cost,costs and health records, as well as regulating drug distributiondistribution. We expect federal and managingstate governments to continue to enact and seriously consider many broad-based legislative and regulatory proposals that will or could materially impact various aspects of the health records.care and related benefits system. In addition, changes to government policies not specifically targeted to the health services industry, such as a change in tax laws and the corporate tax rate or government spending cuts, could have significant impacts on our business, results of operations, financial condition and liquidity. The trading price of our securities may react to the announcement of such proposals. As disclosed in Part II, Item 5 of this Form 10-K, we have an active share repurchase program authorized by our board of directors. In 2021, proposed legislation was introduced in the United States Senate, which would if passed assess an excise tax on the amount spent by a publicly traded company on buying back its own stock. We are unable to predict whether any such policies or proposals will be enacted, or the specific terms thereof. Certainthereof, including their effect on our operations; however, certain of these policies or proposals could, if enacted, adversely impact our business and results of operations.

Existing or future laws, rules, regulatory interpretations or judgments could force us to change how we conduct our business, affect the products and services we offer and where we offer them, restrict revenue and enrollment growth, increase our costs, including medical, operating, health care technology and administrative costs, and require enhancements to our compliance infrastructure and internal controls environment. For example, invalidation, modification, repeal or replacement of the ACA or portions thereof could result in material changes to the way we conduct our business, as well as the loss of subsidies related to our IFP offerings. We are required to obtain and maintain insurance and other regulatory approvals to, among other things, market many of our products, expand into additional geographic or product markets, increase prices for certain regulated products and consummate some of our acquisitions and dispositions. Delays in obtaining or failure to obtain or maintain these approvals could reduce our revenue or increase our costs. Existing or future laws and rules could also require or lead us to take other actions such as changing our business practices, and could increase our liability.

Further, failure to effectively implement or adjust our strategic and operational initiatives, such as by reducing

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operating costs, adjusting premium pricing or benefit design or transforming our business model in response to regulatory changes may have a material adverse effect on our results of operations, financial condition and cash flows, including, but not limited to, our ability to maintain the value of our goodwill and other intangible assets.

flows.

For more information on regulations to which we are subject,affecting our business, see "Business – Regulation" in Part I, Item 1 of this Form 10-K.

There are various risks associated with participating in government-sponsored programs, such as Medicare, including dependence upon government funding, compliance with government contracts and increased regulatory oversight.

oversight and enforcement.

Through our U.S. Government business, we contract with CMS and various state governmental agencies to provide managed health care services including Medicare Advantage plans and Medicare-approved prescription drugMedicare Part D plans. If we failAdditionally, our Evernorth business provides services to comply with CMS's contractual requirements,government entities and payers participating in government health care programs.
Our revenues from government funded programs, including data submission, enrollmentour Medicare programs and marketing, provider network adequacy, provider directory accuracy, quality measures, claims payment, continuity of care and call center performance, we may be subject to administrative actions, fines or other penalties that could impact our profitability.

Revenues from Medicare programsgovernment clients, are dependent, in whole or in part, upon annual funding from the federal government through CMS and/or applicable state or local governments. Funding for these programs is dependent on many factors outside our control, including general economic conditions, continuing government efforts to contain health care costs and budgetary constraints at the federal or applicable state or local level and general political issues and priorities. These entities generally have the right to not renew or cancel their contracts with us on short notice without cause or if funds are not available. Unanticipated changes in funding, such as the application of sequestration by the federal or state governments or the failure to provide for continued appropriations or regular ongoing scheduled payments to us, could substantially reduce our revenues and profitability.

The Medicare program has been the subject of regulatory reform initiatives. The premium rates paid to Medicare Advantage plans and Medicare Part D plans are established by contract, although the rates differ depending on a combination of factors, manysome of which are outside our control. The Star Rating system is subject to change annually by CMS, which may make it more difficult to achieve four starsFor example, the base premium rate paid differs depending upon a combination of various factors such as defined upper payment limits, a member's health status, age, gender, county or greater. A plan's Star Rating affects its image in the marketregion, benefit mix, member eligibility category and plans that perform well are able to market more effectively and for longer periods of time than other plans. Our Medicare Advantage plans' and Medicare Part D plans' operating results, premium revenue and benefit offerings are likely to continue to be significantly determined by their Star Ratings. Arisk scores. Additionally, a portion of each Medicare Advantage plan's reimbursement is tied to the plan's Star Rating, with those plans receiving a rating of four or more stars eligible for quality-based bonus payments. A plan's Star Rating affects its image in the market and plans that perform well are able to offer enhanced benefits, market more effectively and for longer periods of time than other plans. The Star Rating system is subject to change annually by CMS, which may make it more difficult to achieve four stars or greater. Our Medicare Advantage plans' and Medicare Part D plans' operating results, premium revenue and benefit offerings are likely to continue to be significantly determined by their Star Ratings. There can be no assurances that we will be successful in maintaining or improving our Star Ratings in future years. In addition, audits of our performance for past or future periods may result in downgrades to our Star Ratings. Accordingly, our plans may not be eligible for full level quality bonuses,

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PART I
ITEM 1A. Risk Factors

which could adversely affect the benefits such plans can offer, reduce membership and/or impact our financial performance. See the "Executive Overview - Key Transactions and Business Developments" section of MD&A in Part II, Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Information – Health Care Industry Developments and Other Matters Affecting our Global Health Care Segmentthis Form 10-K for additional information on our Star Ratings.

On

Additionally, if we fail to comply with CMS' contractual requirements, including data submission, enrollment and marketing, provider network adequacy, provider directory accuracy, quality measures, claims payment, continuity of care, timely and accurate processing of appeals and grievances, oversight of first tier downstream and related entities and call center performance, we may be subject to administrative actions, including enrollment sanctions or contract termination, fines or other penalties that could impact our profitability. As described under "Business – Regulation" in Part I, Item 1 of this Form 10-K, on November 1, 2018, CMS released a proposed rule that would revise its Risk Adjustment Data ValidationRADV methodology by, among other things, excluding an adjustment for underlying fee-for-service data errors and, extrapolating RADV results at the contract level. Ifif adopted in its current form, could result in some combination of degraded plan benefits, higher monthly premiums or reduced choice for the rule could have a detrimental impact topopulation served by all Medicare Advantage insurers and affect the ability of plans to deliver high quality health care for the population served.insurers. While it is uncertain thatwhether CMS will issuefinalize the rule as proposed, if adopted, it could have a material impact on the Company's future results of operations.

Our participation in health insurance exchanges for individuals and small employers involves uncertainties associated with mix and volume of business and could adversely affect our results of operations, financial position and cash flows. The executive order signed in October 2017 that halted payment of the cost sharing reduction subsidies has created additional uncertainty regarding the future of public health insurance exchanges. Risk adjustment balances are subject to audit and adjustment by CMS.

Any failure, or alleged failure, to comply with various state and federal health care laws and regulations, including those directed at preventing fraud and abuse in government funded programs, has resulted in and could in the future result in investigations or litigation, such as actions under the federal False Claims Act and similar whistleblower statutes under state laws. ThisA successful action or claim against us could subject us to damage awards, including treble damages, fines, penalties or other enforcement actions, restrictions on our ability to market or enroll new customers, limits on expansion, restrictions or exclusions from programs or other agreements with federal or state governmental agencies, which could adversely impact our business, cash flows, financial condition, results of operations and reputation.

We face risks related to litigation, regulatory audits and investigations.

We are routinely involved in numerous claims, lawsuits, regulatory audits, investigations and other legal matters arising, for the most part, in the ordinary course of business, including that of administering and insuring employee benefit programs.business. These legal matters could include benefit claims, breach of contract actions, tort claims, claims
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arising from consumer protection laws, false claims act laws, claims disputes under federal or state laws and disputes regarding reinsurance arrangements, employment and employment discrimination-related suits, antitrust claims, employee benefit claims, wage and hour claims, tax, privacy, intellectual property and whistleblower claims, shareholder suits and other securities law claims, and real estate disputes.disputes, claims related to disclosure of certain business practices and claims arising from customer audits and contract performance, including government contracts. In addition, we have incurred and likely will continue to incur liability for practices and claims related to our health care business, such as marketing misconduct, failure to timely or appropriately pay for or provide health care, provider network structure, poor outcomes for care delivered or arranged, provider disputes including disputes over compensation or contractual provisions, ERISA claims, allegations related to calculations of cost sharing and claims related to our administration of self-funded business. We are also routinely involved in legal matters arising from our health services business, including without limitation claims related to the dispensing of pharmaceutical products by our home delivery and specialty pharmacies, pharmacy benefit management services, such as formulary management services, health benefit management services and provider services. There are currently, and may be in the future, attempts to bring class action lawsuits against the companyCompany and other companies in our industry; individual plaintiffs also may bring multiple claims regarding the same subject matter against us and other companies in our industry.

Court decisions and legislative activity may increase our exposure for any of these types of claims. In some cases, substantial non-economicnoneconomic or punitive damages may be sought. We seek to procure insurance coverage to cover some of these potential liabilities. However,liabilities, however we also self-insure a significant portion of our litigation risks. While we maintain some third-party insurance coverage, including excess liability insurance with third-party insurance carriers, certain potential liabilities or types of damages, such as punitive damages, may not be covered by insurance, insurers may dispute coverage or the amount of insurance may be insufficient to cover the entire damages awarded. In addition, certain typesResolving disputes is often expensive and disruptive, regardless of damages, such as punitive damages, may not be covered by insurance, and insurance coverage for all or certain forms of liability may become unavailable or prohibitively expensive in the future. Itoutcome. Additionally, it is possible that the resolution of current or future legal matters and claims could result in changes to our industry and business practices, losses material to our results of operations, financial condition and liquidity or damage to our reputation.

We are frequently the subject of regulatory market conduct and other reviews, audits and investigations by state insurance and health and welfare and pharmacy departments, attorneys general, DOJ, CMS, DOL and the OIG and comparable authorities in foreign jurisdictions. Additionally, we are, and may in the future be, subject to qui tam actions in which the government may or may not intervene. With respect to our Medicare Advantage and Medicare Part D businesses, CMS and OIG perform audits to determine a health plan's compliance with federal regulations and contractual obligations, including compliance with proper coding practices and fraud and abuse enforcement practices through audits designed to detect and correct improper payments. Certain of our contracts are currently subject to RADV audits by CMS and the OIG. The Department of JusticeDOJ is conducting an industry reviewindustry-wide investigations of the risk adjustment data submission practices and business processes including review of medical charts, of Cigna and a number of other Medicare Advantage organizations under Medicare Parts C and D.organizations. There also continues to be heightened review by federal and state regulators of business and reporting practices within the health service, disability and life insurance industries,services industry, including with respect to claims payment and related escheat practices, and increased scrutiny by other statefederal and federalstate governmental agencies (such as state attorneys general) empowered to bring criminal actions in circumstances that could have previously given rise only to civil or administrative proceedings.

In addition, various governmentalgovernment agencies have conducted investigations and audits into certain pharmacy benefit management practices. Many of these investigations and audits have resulted in other companies agreeingbeing subject to civil penalties, including the payment of money and entry into corporate integrity agreements. We cannot predict what effect, if any, such governmentalgovernment investigations and audits may ultimately have on us or on the industry in general. However, we maywill likely continue to experience government scrutiny and audit activity, which has and may in the future result in the payment or offset of prior reimbursements from the government.

civil penalties.

Regulatory audits, investigations or reviews or actions by other governmentalgovernment agencies could result in changes to our business practices, retroactive adjustments to certain premiums, significant fines, penalties, civil liabilities, criminal liabilities or other sanctions, including corporate integrity agreements, restrictions on our ability to participate in government programs, market certain products or engage in business-related activities, that could have a material adverse effect on our business, results of operation, financial condition and liquidity. In addition, disclosure of an adverse investigation or audit or the imposition of fines or other sanctions could negatively affect our reputation in certain markets and make it more difficult for us to sell our products and services.

A description of material pending legal actions and other legal and regulatory matters is included in Note 1922 to ourthe Consolidated Financial Statements included in this Form 10-K. The outcome of litigation and other legal or regulatory matters is always uncertain.

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PART I
ITEM 1A. Risk Factors

If we fail to comply with applicable privacy, security and data laws, regulations and standards, our business and reputation could be materially and adversely affected.

Most of our activities involve the receipt, use, storage or transmission of a substantial amount of individuals' protected health information and personally identifiable information. We also use aggregated and anonymized data for research and analysis purposes,
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and in some cases, provide access to such de-identified data, or analytics created from such data, to pharmaceutical manufacturers and third-party data aggregators and analysts. We may also use such information to create analytic models designed to predict, and potentially improve, outcomes and patient care. The collection, maintenance, protection, use, transmission, disclosure and disposal of sensitive personal information are regulated at the federal, state, international and industry levels and requirements are imposed on us by contracts with clients. In some cases, such laws, rules, regulations and contractual requirements also apply to our vendors and require us to obtain written assurances of their compliance with such requirements or may hold us liable for any violations by our vendors.requirements. We are also subject to various other consumer protection laws that regulate our communications with customers. Certain of our businesses are also subject to the Payment Card Industry Data Security Standard, which is designed to protect credit card account data as mandated by payment card industry entities. International laws, rules and regulations governing the use and disclosure of such information, such as the GDPR, are generallycan be more stringent than in the United States, and they vary across jurisdictions.

In addition, more jurisdictions are regulating the transfer of data across borders and domestic privacy and data protection laws are generally becoming more onerous.

These laws, rules and contractual requirements are subject to change.change and the regulatory environment surrounding data security and privacy is increasingly demanding. Compliance with existing or new privacy, security and data laws, regulations and requirements may result in increased operating costs, and may constrain or require us to alter our business model or operations. For example, the HITECH amendmentsmore information on privacy regulations to HIPAA may further restrict our ability to collect, disclose and use sensitive personal information and may impose additional compliance requirements on our business.

which we are subject, see "Business – Regulation" in Part I, Item 1 of this Form 10-K.

HIPAA requires covered entities to comply with the HIPAA privacy, security and breach rules. In addition, business associates must comply with the HIPAA security and breach requirements. While we endeavor to provide for appropriate protections through our contracts with our third-party service providers and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. Several of our businesses act as business associates to their covered entity customers and, as a result, collect, use, disclose and maintain sensitive personal information in order to provide services to these customers. HHS has continued itsadministers an audit program to assess HIPAA compliance efforts by covered entities and has expanded it to include business associates. In addition, HHS has increasedcontinues to exercise its enforcement efforts. These efforts can result inauthority, such as enforcement actions that are the result ofresulting from investigations brought on by the notification to HHS of a breach. An audit resulting in findings or allegations of noncompliance or the implementation of an enforcement action could have an adverse effect on our results of operations, financial position, cash flows and reputation.

Noncompliance or findings of noncompliance with applicable laws, regulations or requirements, or the occurrence of any privacy or security breach involving the misappropriation, loss or other unauthorized disclosure of protected personal information, whether by us or by one of our third-party service providers, could materially adversely affect our business and reputation, including our results of operations, financial position and cash flows.
Effective prevention, detection and control systems are critical to maintain regulatory compliance and prevent fraud and failure of these systems could adversely affect us.

Federal and state governments have made investigating and prosecuting health care and other insurance fraud and abuse a priority. Fraud and abuse prohibitions encompass a wide range of activities including kickbacks for referral of customers, billing for unnecessary medical services, improper marketing and violations of patient privacy rights. The regulations and contractual requirements applicable to us are complex and subject to change. In addition, ongoing vigorous law enforcement, a highly technical regulatory scheme and the Dodd-Frank Act legislation and related regulations enhance regulators' enforcement powers and whistleblower incentives and protections. Our compliance efforts in this area will continue to require significant resources. Failure of our prevention, detection or control systems related to regulatory compliance or the failure of employees to comply with our internal policies including data systems security or unethical conduct by managers and employees, could adversely affect our reputation and also expose us to litigation and other proceedings, fines and penalties.

In addition, provider or customer fraud that is not prevented or detected could impact our medical costs or those of our self-insured clients. Further, during an economic downturn, we may experience increased fraudulent claims volume that may lead to additional costs due to an increase in disputed claims and litigation.

Economic Risks
Economic and market conditions affect the value of our financial instruments and the value of particular assets and liabilities, investment income and interest expense.
As an insurer, we have substantial investment assets that support insurance and contractholder deposit liabilities and surplus requirements in our regulated companies. The market values of our investments vary depending on economic and market conditions with no offsetting change in the value of a portion of our liabilities. A substantial portion of our investment assets are in fixed interest-yielding debt securities of varying maturities and commercial mortgage loans. The value of these investment assets can fluctuate
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Economic Risks

significantly with changes in market conditions. A rise in interest rates would likely reduce the value of our investment portfolio, increase interest expense on our indebtedness and increase investment income as investment assets mature and are replaced. In addition, an economic contraction could result in delay in payment of principal or interest by issuers, or defaults by issuers, reducing our investment income and requiring us to write down the value of our investments.

Significant stock market or interest rate declines could result in additional unfunded pension obligations resulting in the need for additional plan funding by us and increased pension expenses.

We currently have unfunded obligations in our frozen pension plans. A significant decline in the value of the plans' equity and fixed income investments or unfavorable changes in applicable laws or regulations could materially increase our expenses and change the timing and amount of required plan funding. This could reduce the cash available to us, including our subsidiaries. We are also exposed to interest rate and equity risk associated with our pension and other post-retirement obligations. Sustained declines in interest rates could have an adverse impact on the funded status of our pension plans and our reinvestment yield on new investments. See Note 1316 to ourthe Consolidated Financial Statements for more information on our obligations under the pension plans.

Significant changes in market interest rates affect the value of our financial instruments that promise a fixed return or benefit and the value of particular assets and liabilities.

As an insurer, we have substantial investment assets that support insurance and contractholder deposit liabilities. Generally low levels of interest rates on investments, such as those experienced in U.S. and foreign financial markets during recent years, have negatively impacted our level of investment income earned in recent periods.

A substantial portion of our investment assets are in fixed interest-yielding debt securities of varying maturities, fixed redeemable preferred securities and commercial mortgage loans. The value of these investment assets can fluctuate significantly with changes in market conditions. A rise in interest rates would likely reduce the value of our investment portfolio and increase interest expense if we were to access our available lines of credit.

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PART I
ITEM 1A. Risk Factors

A downgrade in the financial strength ratings of our insurance subsidiaries could adversely affect new sales and retention of current business, and a downgrade in our debt ratings would increase the cost of borrowed funds and could negatively affect our ability to access capital.

Financial strength, claims paying ability and debt ratings by recognized rating organizations are each important factors in establishing the competitive position of insurance and health benefits companies. Ratings information by nationally recognized ratings agencies is broadly disseminated and generally used throughout the industry. We believe that the claims paying ability and financial strength ratings of our principal insurance subsidiaries are important factors in marketing our products to certain customers. Our debt ratings impact both the cost and availability of future borrowings and, accordingly, our cost of capital. Each of the rating agencies reviews ratings periodically and there can be no assurance that current ratings will be maintained in the future. A downgrade of any of these ratings in the future could make it more difficult to either market our products successfully or raise capital to support business growth withingrowth.
We maintain significant indebtedness in the ordinary course of business and may incur further indebtedness in the future. Our indebtedness could adversely affect our insurance subsidiaries.

Global market, economic and geopolitical conditions may cause fluctuations in equity market prices, interest rates and credit spreads that could impactfinancial condition, our ability to raise or deploy capital and affect our overall liquidity.

If the equity and credit markets experience extreme volatility and disruption, there could be downward pressure on stock prices and restricted accessreact to capital for certain issuers without regard to those issuers' underlying financial strength. Extreme disruptionchanges in the credit marketseconomy or our industry and could adversely impactdivert our accesscash flow from operations for debt service costs, leaving us with less cash flow from operations available to fund growth, stock repurchases, dividends and costother corporate purposes.

The total indebtedness of Cigna was approximately $33.7 billion as of December 31, 2021. Carrying indebtedness:
requires us to dedicate a portion of our cash flow from operations to debt payments, thereby reducing the availability of cash flow to fund our operations and growth strategy, including investments, acquisitions and capital in the future.

In the event ofexpenditures, make stock repurchases, pay dividends and for general corporate purposes;

increases our vulnerability to general adverse economic and industry conditions, wewhich may be requiredrequire us to dedicate aan even greater percentage of our cash flow from operations to the payment of principal and interest on our debt thereby reducing the funds we have available for other purposes, such as investments and other expenditures in ongoing businesses, acquisitions, dividends and stock repurchases. In these circumstances, our ability to execute our strategy may be limited, our flexibility in planning for or reacting to changes in business and market conditions may be reduced, orlimit our access to capital markets may be limited such that additional capital may not be available or may be available only on unfavorable terms.

In connection with the combination with Express Scripts, we have considerably higher levels of indebtedness than Cigna and Express Scripts previously carried, which will result in higher relative debt service costs and less cash flow from operations available to fund growth, stock repurchases and other corporate purposes during our deleveraging process.

The long-term indebtedness of Cigna was approximately $39.5 billion as of December 31, 2018. This level of indebtedness:

terms;
requiresexposes us to dedicate a greater percentage of our cash flow from operations to debt payments, thereby reducing the availability of cash flow to fund capital expenditures, pursue other acquisitions or investments in new technologies, make stock repurchases, pay dividends and for general corporate purposes;

increases our vulnerability to general adverse economic conditions, including increases in interest rates forto the extent increased interest expense is not offset by increased income from our borrowings that bear interest at variable ratesinvestment assets; and are in a greater amount than floating rate assets held, or if such indebtedness is refinanced at a time when interest rates are higher; and

limits our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry.

The covenants to which we have agreed in connection with the financing, and our indebtedness and higher debt-to-equity ratio in comparison to that of Cigna or Express Scripts on a recent historical basis,debt instruments may have the effect, among other things, of restricting our financial and operating flexibility to respond to changingsignificant changes in business and economic conditions, creating competitive disadvantages comparedconditions. We may incur or assume significantly more debt in the future which may subject us to other competitors with loweradditional restrictive covenants and increase the risks described above. If our cash flow and capital resources are insufficient to service our debt levels during the deleveraging process.

obligations, we may be forced to seek additional dividends from our subsidiaries, sell assets, seek additional equity or debt capital or restructure our debt.

Unfavorable developments in economic conditions may adversely affect our business, results of operations and financial condition.

Many factors, including geopolitical issues, future economic downturns, man-made disasters, natural disasters (including those as a result of climate change) and pandemics, availability and cost of credit and other capital and consumer spending can negatively impact the U.S. and global economies. Our results of operations could be materially and adversely affected by the impact of unfavorable
46


economic conditions on our clients and customers (both employers and individuals), health care providers, pharmacy manufacturers, pharmacy providers and third-party vendors. For example:

Employers may take action to reduce their operating costs by modifying, delaying or canceling plans to purchase our products or making changes in the mix of products purchased that are unfavorable to us.

Higher unemployment rates, employee attrition (including challenges filling open positions in light of an increasingly competitive job market) and workforce reductions could result in lower enrollment in our employer-based plans (including an increase in the number of employees who opt out of employer-based plans) or our individual plans.

Because of unfavorable economic conditions or the ACA, employers may stop offering health care coverage to employees or elect to offer this coverage on a voluntary, employee-funded basis as a means to reduce their operating costs.

Our historical disability claim experience and industry data indicate that submitted disability claims rise under adverse economic conditions.

If clients are not successful in generating sufficient funds or are precluded from securing financing, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us.

Our clients or potential clients may force us to compete more vigorously on factors such as price and service to retain or obtain their business.
CIGNA CORPORATION - 2018 Form10-K    35

Back to Contents

PART I
ITEM 1A. Risk Factors

Our clients may be acquired, consolidated, or otherwise fail to successfully maintain or grow their business or workforce, which could reduce the number of customers we serve or otherwise result in lower than anticipated utilization of our services.

A prolonged unfavorable economic environment could adversely impact the financial position of hospitals and other health care providers, potentially increasing our medical costs as these providers attempt to maintain revenue levels in their efforts to adjust to their own economic challenges.

costs.
Our third-party vendors could significantly and quickly increase their prices or reduce their output to reduce their operating costs. Our business depends on our ability to perform necessary business functions in an efficient and uninterrupted fashion.

These factors could

Other insurers' financial condition may be weakened, increasing the risk that we will receive significant assessments for obligations of insolvent insurers pursuant to guaranty associations, indemnity funds or other similar laws and regulations.
Certain of the foregoing events have occurred and may continue to occur, and the occurrence of these events may, individually or in the aggregate, lead to a decrease in our customer base, revenues or margins and/or an increase in our operating costs.

In addition, during and following a prolonged unfavorable economic environment, statefederal and federalstate budgets could be materially and adversely affected, resulting in reduced or delayed reimbursements or payments in state and federal government programs such as Medicare and Social Security or under contracts with government entities. These state and federal budgetary pressures also could cause the government to impose new or a higher level of taxes or assessments on us, such as premium taxes on insurance companies and HMOs and surcharges or fees on select fee-for-service and capitated medical claims. Although we could attempt to mitigate or cover our exposure from such increased costs through, among other things, increases in premiums, there can be no assurance that we will be able to mitigate or cover all of such costs, which may have a material adverse effect on our business, results of operations, financial condition and liquidity.

We are subject to the credit risk of our reinsurers.

We enter into reinsurance arrangements with other insurance companies, primarily to limit losses from large exposures or to permit recovery of a portion of direct losses. We also may enter into reinsurance arrangements in connection with acquisition or divestiture transactions when the underwriting company is not being acquired or sold.

Under all reinsurance arrangements, reinsurers assume insured losses, subject to certain limitations or exceptions that may include a loss limit. These arrangements also subject us to various obligations, representations and warranties with the reinsurers. Reinsurance does not relieve us of liability as the originating insurer. We remain liable to the underlying policyholders if a reinsurer defaults on obligations under the reinsurance arrangement. Although we regularly evaluate the financial condition of reinsurers to minimize exposure to significant losses from reinsurer insolvencies, reinsurers may become financially unsound. If a reinsurer fails to meet its obligations under the reinsurance contract or if the liabilities exceed any applicable loss limit, we will be forced to cover the claims on the reinsured policies.

The collectability of amounts due from reinsurers is subject to uncertainty arising from a number of factors, including whether the insured losses meet the qualifying conditions of the reinsurance contract, whether reinsurers or their affiliates have the financial capacity and willingness to make payments under the terms of the reinsurance contract and the magnitude and type of collateral supporting our reinsurance recoverable, such as holding sufficient qualifying assets in trusts or letters of credit issued. Although a portion of our reinsurance exposures are secured, the inability to collect a material recovery from a reinsurer could have a material adverse effect on our results of operations, financial condition and liquidity.

36    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART I
ITEM 1B. Unresolved Staff Comments

47


ITEM 1B.Unresolved Staff Comments

Item 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.Properties

Item 2.PROPERTIES

Our

As of the end of 2021, our global real estate portfolio consistsconsisted of approximately 13.311.7 million square feet of owned and leased properties.properties to support the operations of our reporting segments. Our domestic portfolio hashad approximately 11.39.7 million square feet in 43 states, the District of Columbia Puerto Rico and the U.S. Virgin Islands. Our international properties contain approximately 2.0 million square feet located throughout the following countries: Australia, Bahrain, Belgium, Canada, Cayman Islands, China, France, Germany, Hong Kong, India, Indonesia, Kenya, Kuwait, Lebanon, Malaysia, New Zealand, Oman, Singapore, South Korea, Spain, Switzerland, Taiwan, Thailand, Turkey, United Arab Emirates and the United Kingdom.

Approximately 1.1 million square feet of international properties is held for sale.

Our principal domestic office locations include the Wilde Building located at 900 Cottage Grove Road in Bloomfield, Connecticut (our corporate headquarters), Two Liberty Place located at 1601 Chestnut Street in Philadelphia, Pennsylvania and Express Scripts'Evernorth's corporate offices located at and around One Express Way in St. Louis, Missouri. The Wilde Building measures approximately 893,000 square feet and is owned. Express Scripts'The St. Louis campus measures approximately 1.2 million square feet of leased space and Two Liberty Place measures approximately 322,000265,000 square feet and is leased space.

The pharmacy operations consist of 13 order processing home delivery pharmacy operations of Express Scripts consist of five non-dispensing order processingand specialty pharmacies, fivesix patient contact centers, 30 specialty dispensing pharmacies and four high-volume automated mail order dispensing pharmacies located throughout the United States. Express Scripts' mail orderOur high-volume automated dispensing pharmacies are located in Arizona, Indiana, Missouri and New Jersey. Express Scripts also has seven specialty home delivery pharmacies
In the fourth quarter of 2021, we approved an additional strategic initiative to drive operational improvements and 20 specialty branch pharmacies.

efficiencies. This initiative includes a reduction in the square footage of owned and leased properties and changes to how sites are utilized.

We believe our properties are adequate and suitable for our business as presently conducted. The foregoing does not include information on investment properties.

ITEM 3.Legal Proceedings

Item 3. LEGAL PROCEEDINGS

The information contained under "Litigation Matters" and "Regulatory Matters" in Note 1922 to ourthe Consolidated Financial Statements beginning on page 115 of this Form 10-K is incorporated herein by reference.

CIGNA CORPORATION - 2018 Form10-K    37

PART I
EXECUTIVE OFFICERS OF THE REGISTRANT

Item 4.MINE SAFETY DISCLOSURES
Not applicable.
48

EXECUTIVE OFFICERS OF THE REGISTRANT

All officers are elected to serve for a one-year term or until their successors are elected. Principal



Information about our Executive Officers
The principal occupations and employment during the past five yearshistories of our executive officers (as of February 23, 2022) are listed below.

LISA R. BACUS, 54, Executive Vice

CHARLES G. BERG, 64, President, and Chief Marketing OfficerGovernment Business of Cigna beginning May 2013January 2022; Executive Chairman of DaVita Medical Group from November 2016 until December 2017; and Chief Customer Officer beginning February 2017; Executive Vice President and Chief Marketer at American Family InsuranceNon-Executive Chairman of WellCare Health Plans, Inc. from February 2008January 2011 until May 2013.

MARK L. BOXER, 59, Executive Vice President and Chief Information Officer

DAVID M. CORDANI, 56, Chairman of the Board of Cigna beginning April 2011; Deputy Chief Information Officer, Xerox Corporation; and Group President, Government Health Care, for Xerox Corporation/Affiliated Computer Services from March 2009 until April 2011.

DAVID M. CORDANI, 53,January 2022; Chief Executive Officer of Cigna beginning December 2009; Director since October 2009; President beginning June 2008; and Chief Operating Officer from June 2008 until December 2009.

NOELLE K. EDER, 52, Executive Vice President, Global Chief Information Officer of Cigna beginning September 2020; Executive Vice President, Chief Information and Digital Officer at Hilton Worldwide Holdings from March 2018 until August 2020; Executive Vice President, Chief Card Customer Experience Officer at Capital One Financial Corporation from November 2016 until 2018; and Executive Vice President, Customer Experience and Operations at Capital One Financial Corporation from September 2014 until November 2016.
BRIAN C. EVANKO, 42,45, Executive Vice President and Chief Financial Officer beginning January 2021; President, Government Business beginningfrom November 2017;2017 to January 2021; and President, U.S. Individual Business from August 2013 to November 2017; Business Financial Officer, Cigna Global Individual, Health, Life and Accident from September 2012 to August 2013; Chief Actuary, Cigna Global Individual, Health, Life and Accident from December 2008 to September 2012.

2017.

NICOLE S. JONES, 48,51, Executive Vice President and General Counsel of Cigna beginning June 2011; Senior Vice President and General Counsel of Lincoln Financial Group from May 2010 until June 2011; Vice President and Deputy General Counsel of Cigna from April 2008 until May 2010; and Corporate Secretary of Cigna from September 2006 until April 2010.

MATTHEW G. MANDERS, 57, President, Strategy and Solutions beginning November 2018; President, Government & Individual Programs and Group Insurance from February 2017 through November 2017; President, U.S. Markets from June 2014 until February 2017; President, Regional and Operations from November 2011 until June 2014; President, U.S. Service, Clinical and Specialty from January 2010 until November 2011; and President, Cigna HealthCare, Total Health, Productivity, Network & Middle Market from June 2009 until January 2010.

STEVEN B. MILLER, 61,

JOHN M. MURABITO, 63, Executive Vice President and Chief ClinicalAdministrative Officer beginning December 2018; Senior Vice PresidentAugust 2021; and Chief Medical Officer of Express Scripts from October 2007 through December 2018.

JOHN M. MURABITO, 60, Executive Vice President, Human Resources and Services of Cignafrom August 2003 until August 2021.

EVERETT NEVILLE, 57, Executive Vice President, Strategy, Corporate Development & Solutions beginning August 2003.

October 2021; Executive Vice President, Strategy and Business Development from January 2021 to October 2021; Senior Vice President, Value Creation and Solutions from January 2020 until January 2021; Chief Value Officer from December 2018 until January 2020; Executive Vice President, Strategy, Supply Chain & Specialty, Express Scripts from January 2018 until December 2018; Senior Vice President, Strategy, Supply Chain & Specialty from November 2016 until January 2018; and Senior Vice President, Supply Chain from March 2015 until November 2016.

ERIC P. PALMER, 42,45, President and Chief Executive Officer of Evernorth beginning January 2022; President and Chief Operating Officer, Evernorth from January 2021 until December 2021; Executive Vice President and Chief Financial Officer beginningfrom June 2017;2017 to January 2021; Deputy Chief Financial Officer from February 2017 until June 2017; Senior Vice President, Chief Business Financial Officer from November 2015 to February 2017; and Vice President, Business Financial Officer, Health Care from April 2012 to November 2015;2015.
CYNTHIA RYAN, 48, Executive Vice President, Chief Human Resources Officer beginning August 2021; Senior Vice President, Human Resources from December 2018 to August 2021; Vice President, Human Resources from January 2017 to December 2018; and Vice President, Business Financial Officer, U.S. Commercial MarketsTalent Management from June 2010May 2014 to April 2012.

January 2017.

JASON D. SADLER, 50,53, President, International Markets beginning June 2014; and President, Global Individual Health, Life and Accident from July 2010 until June 2014;2014.
PAUL SANFORD, 54, Executive Vice President, Operations beginning September 2021; Senior Vice President, Operations and Managing Director Insurance Business Hong Kong, HSBC Insurance Asia LimitedSolutions Delivery from January 2007 until July 2010.

2021 to September 2021; Senior Vice President, Solutions Delivery from January 2019 to December 2020; Vice President, Solutions Delivery from February 2017 to December 2018; and Vice President, Operating Effectiveness from September 2008 to February 2017.

MICHAEL W. TRIPLETT, 57,60, President, U.S. MarketsCommercial beginning February 2017; and Regional Segment Lead from June 2009 to February 2017.

TIMOTHY C. WENTWORTH, 58, President, Health Services beginning December 2018; Chief Executive Officer of Express Scripts from May 2016 until December 2018; President from February 2014 through December 2018; and Senior Vice President and President, Sales and Account Management from April 2012 until February 2014.

38    CIGNA CORPORATION - 2018 Form10-K
49

Table of Contents


PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


PART II

ITEM 5.       Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information under the caption "Quarterly Financial Data – Stock and Dividend Data" appears on page 129 of this Form 10-K.

As of December 31, 2018,2021, the number of shareholders of record was 38,262.31,489. Cigna's common stock is listed with, and trades on, the New York Stock Exchange under the symbol "CI".

In 2021, Cigna initiated a quarterly cash dividend and declared quarterly cash dividends of $1.00 per share of Cigna common stock. 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.
For the years ended December 31, 2020 and 2019, Cigna paid a yearly cash dividend of $0.04 per share of Cigna common stock.
See Note 8 to the Consolidated Financial Statements for further information on dividend payments.
For information on securities authorized for issuance under our existing equity compensation plans, see Item 12 under the heading "Security Ownership of Certain Beneficial Owners and Management and Rebated Stockholder Matters."
Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

The following table provides information about Cigna's share repurchase activity for the quarter ended December 31, 2018:

2021:
Period
Total # of shares purchased (1)
Average price paid per share (1)
Total # of shares purchased as part of
publicly announced program (2)
Approximate dollar value of shares
that may yet be purchased as part
of publicly announced program (3)
October 1-31, 2021567 $209.40  $6,619,335,337 
November 1-30, 20213,744,700 (1)3,742,474 $6,009,814,491 
December 1-31, 20214,913,254 (1)4,905,726 $5,162,962,098 
Total8,658,521 (1)8,648,200 N/A

Period
 Total # of
shares
purchased (1)

 Average
price paid
per share

 Total # of shares
purchased as
part of publicly
announced
program (2)

 Approximate dollar value
of shares that may yet
be purchased as part of
publicly announced
program (3)

October 1-31, 2018

 408 $213.81  $2,723,207,261

November 1-30, 2018

 2,399 $217.59  $2,723,207,261

December 1-31, 2018

 568,958 $183.94 288,644 $946,464,758

Total

 571,765 $183.04 288,644 N/A
(1)
RepresentsIncludes shares tendered by employees under the Company's equity compensation plans as follows: 1) payment of taxes on vesting of restricted stock (grants and units) and strategic performance shares and 2) payment of the exercise price and taxes for certain stock options exercised. Employees tendered 408567 shares in October, 2,3992,226 shares in November and 280,3147,528 shares in December 2018.

2021. Amount purchased also reflects the final delivery of 910,182 shares in November 2021 and 932,888 shares in December 2021 pursuant to the ASR agreements discussed in the Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2. Such repurchases were made pursuant to the Company's share repurchase program described in note (2)
of this table. Average price paid per share for shares not purchased pursuant to the ASR agreements was $215.20 in November 2021 and $213.17 in December 2021.
(2)Additionally, the Company maintains a share repurchase program authorized by the Board of Directors. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, or privately negotiated transactions, each in compliance with Rule 10b-18 under the Securities Exchange Act, of 1934, as amended.or privately negotiated transactions. The program may be suspended or discontinued at any time.time and does not have an expiration date. In 2018,February 2022, the Company repurchased approximately 1.6 million shares for $330 million. On December 20, 2018, in connection with the merger with Express Scripts, the remaining authority of approximately $2.7 billion expired. The Board re-authorized $1 billion of share repurchase at that time. Remaining authorization under the program was approximately $950 million as of December 31, 2018. From January 1, 2019 through February 27, 2019, the Company repurchased 1.9 million shares for approximately $356 million, leaving the remainingincreased repurchase authority at $590 millionby an additional $2.0 billion. Share repurchase authority was $6.0 billion as of February 27, 2019.

23, 2022.
(3)
Approximate dollar value of shares is as of the last date of the applicable month.
CIGNA CORPORATION - 2018 Form10-K    39
50

Back to Contents

PART II
ITEM 5. Market


Stock Price Performance Graph
The graph below compares the cumulative total shareholder return on our common stock for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Five Year Cumulative Total Shareholder Return*
the five years ended December 31, 2013 – December 31, 2018

GRAPHIC

 
 12/31/2013
 12/31/2014
 12/31/2015
 12/31/2016
 12/31/2017
 12/31/2018

Cigna

 $100 $118 $167 $153 $232 $217

S&P 500

 $100 $114 $115 $129 $157 $150

S&P Managed Health Care, Life & Health Ins. Indexes**

 $100 $126 $146 $176 $245 $260
*
Assumes that2021 with the valuecumulative total return of the investment in Cigna common stockStandard & Poor's ("S&P") 500 Index and each index was $100 on December 31, 2013 and that all dividends were reinvested.

**
Weighted average ofthe S&P Managed500 Health Care (75%) and Life and Health Insurance (25%) Indexes.
40    CIGNA CORPORATION - 2018 Form10-K

TableIndex. The stock performance shown in the graph is not intended to forecast or be indicative of Contents

PART II
ITEM 6. Selected Financial Data

future performance.

ITEM 6.     Selected Financial Data

The selected financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying notes included elsewhere herein.


Highlights


ci-20211231_g2.jpg

Item 6. [Reserved]
51
(Dollars in millions, except per share amounts)
 2018
 2017
 2016
 2015
 2014
Total revenues (1)(2) $48,650 $41,806 $39,838 $38,098 $35,096
Shareholders' net income $2,637 $2,237 $1,867 $2,094 $2,102
Net income $2,646 $2,232 $1,843 $2,077 $2,094
Shareholders' net income per share               

Basic

 $10.69 $8.92 $7.31 $8.17 $7.97

Diluted

 $10.54 $8.77 $7.19 $8.04 $7.83
Common dividends declared per share $0.04 $0.04 $0.04 $0.04 $0.04
Cash and investments $32,829 $31,591 $30,000 $26,681 $25,762
Total assets $153,226 $61,759 $59,366 $57,094 $55,876
Long-term debt $39,523 $5,199 $4,756 $5,020 $4,979
Total liabilities $112,154 $47,999 $45,605 $45,005 $45,021
Shareholders' equity $41,028 $13,711 $13,699 $12,011 $10,750
(1)
Effective January 1, 2018, the Company adopted Accounting Standards Update 2014-09 and related amendments that provided updated guidance on revenue recognition. This new guidance was adopted retrospectively and, accordingly, prior year amounts have been adjusted. See Note 2 to the Consolidated Financial Statements for additional information.

(2)
Effective December 31, 2018, as a result of the acquisition of Express Scripts (see Note 3 to the Consolidated Financial Statements), the Company adopted Article 5 of Regulation S-X issued by the Securities and Exchange Commission. As a result, realized investment results are no longer included in revenues. Prior year revenues have been adjusted to conform to the new presentation.
CIGNA CORPORATION - 2018 Form10-K    41

Table of Contents

PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


ITEM 7.          Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Page

Executive Overview

42
PAGE

Critical Accounting Estimates

Segment Reporting

Evernorth

Integrated Medical

Cigna Healthcar

Health Services

e
Other Operations

International Markets

Corporate

Group Disability and Other

Investment Assets

61


Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluating our financial condition as of December 31, 2021 compared with December 31, 2020 and our results of operations.operations for 2021 compared with 2020 and 2019 and is intended to help you understand the ongoing trends in our business. We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K ("Form 10-K") and the "Risk Factors" contained in Part I, Item 1A of this Form 10-K.


Unless otherwise indicated, financial information in thethis MD&A is presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See Note 2 to ourthe Consolidated Financial Statements in this Form 10-K for additional information regarding the Company's significant accounting policies. In some of our financial tables in this MD&A, we present either percentage changes or "N/M" when those changes are so large as to become not meaningful. Changes in percentages are expressed in basis points ("bps").

In this MD&A, our consolidated measures "adjusted income from operations," earnings per share on that same basis and "adjusted revenues" are not determined in accordance with GAAP and should not be viewed as substitutes for the most directly comparable GAAP measures of "shareholders' net income," "earnings per share" and "total revenues." As discussed in Note 21, weWe also use pre-tax adjusted income (loss) from operations and adjusted revenues to measure the results of our segments.

We use

The Company uses "pre-tax adjusted income (loss) from operationsoperations" and "adjusted revenues" as ourits principal financial measuremeasures of segment operating performance because management believes itthese metrics best reflectsreflect the underlying results of our business operations and permitspermit analysis of trends in underlying revenue, expenses and profitability. We define adjusted income from operations as shareholders' net income (or income before income taxes for the segment metric) excluding net realized investment gains and losses,results, amortization of acquired intangible assets, results of Anthem, Inc. and Coventry Health Care Inc. ("Coventry") (collectively, the "transitioning clients") (see the "Key Transactions and Developments" section of the MD&A for further discussion of transitioning clients)clients prior to 2020 and special items. Beginning in 2018, 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. Income or expense amounts excluded from adjusted income from operations because they are not indicative of underlying performance or the responsibility of operating segment management include:

Realized investment gains (losses), including changes in market values of certain financial instruments between balance sheet dates, as well as gains and losses associated with invested asset sales.

Amortization of acquired intangible assets, because these relate to costs incurred for acquisitions.

Results of transitioning clients, because those results are not indicative of ongoing results.

Special items if any,are matters that management believes are not representative of the underlying results of operations due to thetheir nature or sizesize. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results. Consolidated adjusted income (loss) from operations is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders' net income. See the below Financial Highlights section for a reconciliation of these matters. See Note 21consolidated adjusted income from operations to the Consolidated Financial Statements for descriptions of special items.

Adjustedshareholders' net income.

The Company defines adjusted revenues is defined as total revenues excluding the following adjustments: special items, revenue contributionscontribution from transitioning clients special itemsprior to 2020 and beginning in 2018, 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. Adjusted revenues is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, total revenues. See the below Financial Highlights section for a reconciliation of consolidated adjusted revenues to total revenues.

52

Executive Overview



EXECUTIVE OVERVIEW
Cigna Corporation, together with its subsidiaries (either individually or collectively referred to as "Cigna," the "Company," "we," "our" or "us") is a global health serviceservices organization dedicated towith a mission of helping those we serve improve their health, well-being and peace of mind.mind by making health care affordable, predictable and simple. Our evolved strategy in support of our mission isGo Deeper, Go Local, Go Beyond usingsubsidiaries offer a differentiated set of pharmacy, medical, pharmacy, dental disability, life and accident insurance and related products and services offered by our subsidiaries.services. For further information on our business and strategy, see Item 1, "Business" in this Form 10-K.

As described more fully in Note 3 to our Consolidated


Financial Statements, on March 8, 2018, we entered into a merger agreement with Express Scripts Holding Company ("Express Scripts"). Following entry into the merger agreement and throughout the pendency of the transaction, Cigna and Express Scripts designed integration plans to implement a new management and business reporting structure for the combined company upon closing. On December 20, 2018, we completed the acquisition of Express Scripts and, our segments have changed effective in the fourth quarter of 2018. Highlights
See Note 1 to ourthe Consolidated Financial Statements for a description of our segments. Prior year financial information has been restated to reflect this new segment presentation. Additionally, as described further in Note 2 to the

42    CIGNA CORPORATION - 2018 Form10-K

Back to Contents

PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Financial Statements, we adopted Article 5 of Regulation S-X issued by the Securities and Exchange Commission effective December 31, 2018. Results of 2018 include 11 days of Express Scripts activity beginning December 21.

Financial Summary

Summarized below are certain key measures of our performance by segment for the years ended December 31:

31, 2021, 2020 and 2019:
Financial highlights by segment
For the Years Ended December 31,Increase (Decrease)Increase (Decrease)
(Dollars in millions, except per share amounts)2021202020192021 vs. 20202020 vs. 2019
Revenues
Adjusted revenues by segment
Evernorth$131,912 $116,130 $96,447 14 %20 %
Cigna Healthcare44,652 41,135 39,089 
Other Operations3,989 8,446 8,215 (53)
Corporate, net of eliminations(6,475)(5,644)(3,576)(15)(58)
Adjusted revenues174,078 160,067 140,175 14 
Revenue contribution from transitioning clients — 13,347 N/MN/M
Net realized investment results from certain equity method investments 130 44 N/M195 
Special item related to contractual adjustment for a former client 204 — N/MN/M
Total revenues$174,078 $160,401 $153,566 %%
Shareholders' net income$5,365 $8,458 $5,104 (37)%66 %
Adjusted income from operations$6,980 $6,795 $6,476 %%
Earnings per share (diluted)
Shareholders' net income$15.73 $22.96 $13.44 (31)%71 %
Adjusted income from operations$20.47 $18.45 $17.05 11 %%
Pre-tax adjusted income (loss) from operations by segment
Evernorth$5,818 $5,363 $5,092 %%
Cigna Healthcare3,609 4,031 3,963 (10)
Other Operations889 966 1,131 (8)(15)
Corporate, net of eliminations(1,339)(1,552)(1,824)14 15 
Consolidated pre-tax adjusted income from operations8,977 8,808 8,362 
Adjustment for transitioning clients — 1,726 N/MN/M
Income attributable to noncontrolling interests58 37 20 57 85 
Net realized investment gains (losses) (1)
196 279 221 (30)26 
Amortization of acquired intangible assets(1,998)(1,982)(2,949)(1)33 
Special items(451)3,726 (810)N/MN/M
Income before income taxes$6,782 $10,868 $6,570 (38)%65 %
(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.
For further analysis and explanation of each segment's results, see the "Segment Reporting" section of this MD&A.
53
 
 For the Years Ended December 31,
 Increase
(Decrease)

 Increase
(Decrease)

(Dollars in millions, except per share amounts)

  2018  2017  2016  2018 vs. 2017  2017 vs. 2016

Revenues

          

Adjusted revenues by segment

               

Integrated Medical

 $32,791 $29,035 $27,395 13% 6%

Health Services

  6,606  4,241  4,066  56  4

International Markets

 5,366 4,901 4,537 9 8

Group Disability and Other

  5,061  5,075  5,108    (1)

Corporate, including eliminations

 (1,713) (1,446) (1,268) (18) (14)
​ ​ ​ ​ ​ 

Adjusted revenues

  48,111  41,806  39,838  15  5

Revenue contributions from transitioning clients

 459   N/M N/M

Net realized investment (losses) from equity method subsidiaries

  (43)      N/M  N/M

Special items reported in transaction-related costs (1)

 123   N/M N/M
​ ​ ​ ​ ​ 

Total revenues

 $48,650 $41,806 $39,838  16%  5%

Shareholders' net income

 $2,637 $2,237 $1,867 18% 20%
​ ​ ​ ​ ​ 

Adjusted income from operations

 $3,557 $2,668 $2,104  33%  27%

Earnings per share (diluted)

          

Shareholders' net income

 $10.54 $8.77 $7.19  20%  22%

Adjusted income from operations

 $14.22 $10.46 $8.10 36% 29%
​ ​ ​ ​ ​ 

Pre-tax adjusted income from operations by segment

               

Integrated Medical

 $3,502 $2,922 $2,592 20% 13%

Health Services

  380  288  268  32  7

International Markets

 735 654 538 12 22

Group Disability and Other

  529  517  275  2  88

Corporate

 (403) (375) (362) (7) (4)
​ ​ ​ ​ ​ 

Consolidated pre-tax adjusted income from operations

  4,743  4,006  3,311  18  21

Adjustment for transitioning clients

 62   N/M N/M

Income (loss) attributable to noncontrolling interests

  14  (2)  (20)  800  90

Realized investment (losses) gains

 (124) 237 169 (152) 40

Amortization of acquired intangible assets

  (235)  (115)  (151)  (104)  24

Special items

 (879) (520) (330) (69) (58)
​ ​ ​ ​ ​ 

Income before income taxes

 $3,581 $3,606 $2,979  (1)%  21%


Consolidated Results of Operations (GAAP basis)
For the Years Ended December 31,Increase (Decrease)Increase (Decrease)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Pharmacy revenues$121,413 $107,769 $103,099 $13,644 13 %$4,670 %
Premiums41,154 42,627 39,714 (1,473)(3)2,913 
Fees and other revenues9,962 8,761 9,363 1,201 14 (602)(6)
Net investment income1,549 1,244 1,390 305 25 (146)(11)
Total revenues174,078 160,401 153,566 13,677 6,835 
Pharmacy and other service costs117,553 103,484 97,668 14,069 14 5,816 
Medical costs and other benefit expenses33,562 32,710 30,819 852 1,891 
Selling, general and administrative expenses13,030 14,072 14,053 (1,042)(7)19 — 
Amortization of acquired intangible assets1,998 1,982 2,949 16 (967)(33)
Total benefits and expenses166,143 152,248 145,489 13,895 6,759 
Income from operations7,935 8,153 8,077 (218)(3)76 
Interest expense and other(1,208)(1,438)(1,682)230 16 244 15 
Debt extinguishment costs(141)(199)(2)58 29 (197)N/M
Gain (loss) on sale of business 4,203 — (4,203)N/M4,203 N/M
Net realized investment gains (losses)196 149 177 47 32 (28)(16)
Income before income taxes6,782 10,868 6,570 (4,086)(38)4,298 65 
Total income taxes1,367 2,379 1,450 (1,012)(43)929 64 
Net income5,415 8,489 5,120 (3,074)(36)3,369 66 
Less: Net income attributable to noncontrolling interests50 31 16 19 61 15 94 
Shareholders' net income$5,365 $8,458 $5,104 $(3,093)(37)%$3,354 66 %
Consolidated effective tax rate20.2 %21.9 %22.1 %(170)bps(20) bps
Medical customers (in thousands)17,081 16,650 17,137 431 %(487)(3)%
Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations
Dollars in MillionsDiluted Earnings Per Share
For the Years Ended December 31,For the Years Ended December 31,
202120202019202120202019
Shareholders' net income$5,365 $8,458 $5,104 $15.73 $22.96 $13.44 
After-tax adjustments required to reconcile to adjusted income from operations
Net realized investment (gains) losses (1)
(158)(244)(190)(0.46)(0.66)(0.50)
Amortization of acquired intangible assets1,494 1,431 2,248 4.38 3.88 5.92 
Adjustment for transitioning clients — (1,316) — (3.46)
Special items
Charge for organizational efficiency plan119 24 162 0.35 0.07 0.43 
Debt extinguishment costs110 151 — 0.32 0.41 — 
Integration and transaction-related (benefits) costs71 404 427 0.21 1.10 1.11 
(Benefits) charges associated with litigation matters(21)19 41 (0.06)0.05 0.11 
Risk corridors recovery (76)—  (0.21)— 
Contractual adjustment for a former client (155)—  (0.42)— 
(Gain) on sale of business (3,217)—  (8.73)— 
Total special items279 (2,850)630 0.82 (7.73)1.65 
Adjusted income from operations$6,980 $6,795 $6,476 $20.47 $18.45 $17.05 
(1)
For additional information related to net Includes the Company's share of certain realized investment income includedresults of its joint ventures reported in transaction-related costs, please refer to Note 3the Cigna Healthcare segment using the equity method of accounting.
54


COVID-19 Update
Cigna's commitment to the Consolidated Financial Statementshealth, well-being and peace of mind of our employees and the people we serve remains the primary focus as the pandemic continues to impact all aspects of daily life. Cigna is leveraging its resources, expertise, data and actionable intelligence to assist customers, clients and care providers navigate the evolving dynamics of the pandemic. The Company continues to encourage COVID-19 vaccinations across all eligible populations to help control the spread of the virus, limit the severity of the disease and save lives. Cigna has also expanded access to testing, care and supportive resources to help everyone it serves take care of their physical and mental health during this time, and will continue to do so.
For the fourth quarter of 2021, our Cigna Healthcare segment reflected net unfavorable COVID-19 related impacts, although not as significant when compared to those recognized in the same period in 2020. For the year ended December 31, 2021 compared to 2020, the net unfavorable impacts reflect increased direct costs of COVID-19 testing, treatment and vaccines as well as the significant deferral of care by our customers in 2020. These impacts were partially offset by the absence of the premium relief programs implemented in 2020.
We continue to optimize purchasing volume across the pharmaceutical supply chain in order to mitigate risk of disruption with prescription drug supply due to ongoing global supply disruptions.
The situation surrounding COVID-19 remains fluid with continued uncertainty and a wide range of potential outcomes. We continue to actively manage our response and assess impacts to our financial position and operating results, as well as mitigate adverse developments in our business. There continues to be uncertainty surrounding the pace, duration and extent of the COVID-19 pandemic and its related impacts — including vaccination efforts and new COVID-19 variants (including the delta and omicron variants) — on our results for 2022 and beyond. We believe that such financial results may continue to be impacted by, among other things, higher medical costs to treat those affected by the virus, vaccine-related costs, test reimbursement costs, lower risk adjustment revenue due to disrupted care impeding appropriate documentation of customer risk profiles in our Medicare Advantage plans, the pace at which costs return as well as the severity of costs for those who had previously deferred care, the potential for future deferral of care, lower customer volumes due to a disrupted employment market, or volatility in the economic markets.
For further information regarding the potential impact of COVID-19 on the Company, see "Risk Factors" contained in Part I, Item 1A of this Form 10-K.
CIGNA CORPORATION - 2018 Form10-K    43

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations (GAAP Basis)

Financial Summary

Commentary: 2021 versus 2020
   For the Years Ended
December 31,
  Increase
(Decrease)
  Increase
(Decrease)
  
(in millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016  
Premiums $36,113 $32,491 $30,824 $3,622 11%$1,667 5% 
Fees and other revenues  5,578  5,110  4,901  468  9  209  4  
Pharmacy revenues 5,479 2,979 2,966 2,500 84 13   
Net investment income  1,480  1,226  1,147  254  21  79  7  
Total revenues 48,650 41,806 39,838 6,844 16 1,968 5  
​ ​ ​ ​ ​ ​ ​ ​ 
Medical costs and other benefit expenses  27,528  25,263  24,341  2,265  9  922  4  
Pharmacy and other service costs 4,793 2,456 2,468 2,337 95 (12)  
Selling, general and administrative expenses  11,934  10,030  9,790  1,904  19  240  2  
Amortization of acquired intangible assets 235 115 151 120 104 (36)(24) 
​ ​ ​ ​ ​ ​ ​ ​ 
Total benefits and expenses  44,490  37,864  36,750  6,626  17  1,114  3  
Income from operations 4,160 3,942 3,088 218 6 854 28  

Interest expense and other

  (498)  (252)  (278)  (246)  (98) 26  9  

Debt extinguishment costs

  (321)  321 100 (321)N/M  

Net realized investment gains (losses)

  (81)  237  169  (318)  (134) 68  40  
Income before income taxes 3,581 3,606 2,979 (25) (1)627 21  
Income taxes  935  1,374  1,136  (439)  (32) 238  21  
Net income 2,646 2,232 1,843 414 19 389 21  

Less: net income (loss) attributable to noncontrolling

                       

interests

  9  (5)  (24)  14  280  19  79  
Shareholders' net income $2,637 $2,237 $1,867 $400 18%$370 20% 
​ ​ ​ ​ ​ ​ ​ ​ 
Consolidated effective tax rate  26.1%  38.1%  38.1%  1,200bps     –bps     
Medical customers (in thousands)                

Integrated Medical

  15,389  14,828  13,970  561  4% 858  6% 

International Markets

 1,572 1,549 1,488 23 1 61 4  
​ ​ ​ ​ ​ ​ ​ ​ 

Total

  16,961  16,377  15,458  584  4% 919  6% 

The commentary presented below, and in the segment discussions that follow, compare results for the year ended December 31, 2021 with results for the year ended December 31, 2020.

Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations (non-GAAP):

            Diluted Earnings Per Share
   For the Years Ended December 31,  For the Years Ended December 31,
(Dollars in millions, except per share amounts)  2018  2017  2016  2018  2017  2016
Shareholders' net income $2,637 $2,237 $1,867 $10.54 $8.77 $7.19

– Adjustment for transitioning clients

  (47)      (0.19)    

– Net realized investment losses (gains)

 104 (156) (109) 0.42 (0.61) (0.42)

– Amortization of acquired intangible assets

  177  66  94  0.71  0.26  0.36
Special items            

– Transaction-related costs (see Note 3 to our Consolidated Financial Statements)

  669  33  147  2.67  0.13  0.56

– Charges associated with litigation matters discussed in Note 19D. to our Consolidated Financial Statements

 19  25 0.08  0.10

– U.S. tax reform (see Note 18 to our Consolidated Financial Statements)

  (2)  196    (0.01)  0.77  

– Debt extinguishment costs (see Note 5 to our Consolidated Financial Statements)

  209   0.82 

– Long-term care guaranty fund assessment (see Note 19C. to our Consolidated Financial Statements)

    83      0.32  

– Risk corridor allowance (see Note 21 to our Consolidated Financial Statements)

   80   0.31
​ ​ ​ ​ ​ ​ 
Adjusted income from operations $3,557 $2,668 $2,104 $14.22 $10.46 $8.10
44    CIGNA CORPORATION - 2018 Form10-K

Back to Contents

PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Earnings and Revenue Commentary

Shareholders' net income increaseddecreased, reflecting the absence of the gain on sale of the Group Disability and Life business reported in 2018 compared with 2017, primarily driven2020, partially offset by a lower effective tax rate. Income before income taxes was essentially flat, reflecting higher adjusted income from operations, largely offset by reduced realized investment results and higher special item charges due to transaction costs associated with the Express Scripts acquisition. In 2017, the increase in shareholders' net income as compared to 2016 was due to higher adjusted income from operations, with special item charges for debt extinguishment costs and charges resulting from U.S. Tax reform partially offsetting the increase.

operations.

Adjusted income from operations increased, in 2018 compared with 2017, primarily due to earnings growth across all of our segments, including contributions from the acquired Express Scripts business and the lower effective tax rate in 2018. In 2017, the increase in adjusted income from operations compared with 2016 was due to earnings growth across all of our segments.

Medical customers increased in both 2018 and 2017, compared with each prior year primarily resulting from growthhigher earnings in the CommercialEvernorth and Government segments. See the Integrated Medical segment sectionlower net interest expense. Improved results in our international businesses held for additional discussion.

Revenues increasedsale (reported in both 2018 and 2017, primarily due to business growth in the Integrated Medical and International Markets segments. In 2018, revenues from the acquired Express Scripts business of $2.6 billionOther Operations) also contributed to the increase. Detailed revenue items are discussedThese favorable effects were partially offset by lower earnings in Cigna Healthcare and the absence of earnings in 2021 from the sold Group Disability and Life business. The increase in earnings in the Evernorth segment was primarily attributable to continued contract affordability improvements and business growth (see "Evernorth Segment" section of this MD&A). Lower earnings in Cigna Healthcare were primarily driven by the unfavorable impacts of COVID-19, partially offset by higher net investment income (see "Cigna Healthcare Segment" section of this MD&A).

Medical customers grew, reflecting a higher customer base in Individual and Medicare Advantage, as well as our Middle Market, Select and International Health market segments, offset by a decline in customers in our National Accounts market segment.
Pharmacy revenues increased, reflecting inflation on branded drugs and higher claim volume, primarily due to our collaboration with Prime Therapeutics. See the "Evernorth Segment" section of this MD&A for further below.

      discussion of Pharmacy revenues.
Premiums increased were lower, reflecting the impact of the sale of the Group Disability and Life business. This effect was partially offset by an increase in 2018 compared with 2017, primarily reflectingCigna Healthcare premiums resulting from customer growth in Integrated Medical including contributions from specialty products as well as growth in International Markets. Also contributing to the increase wereour insured businesses, higher premium rates due to anticipated underlying medical cost trend and the absence of premium relief programs implemented in the second quarter of 2020 in response to deferred care due to the COVID-19 pandemic.
55


Fees and other revenues increased, primarily driven by customer growth (see "Evernorth Segment" section of this MD&A).
Net investment income increased due to strong returns on our securities limited partnership investments, partially offset by lower average assets due to the sale of the Group Disability and Life business. See the "Investment Assets" section of this MD&A for further discussion.
Pharmacy and other service costs increased, reflecting inflation on branded drugs and higher claim volume, primarily due to our collaboration with Prime Therapeutics.
Medical costs and other benefit expenses increased, resulting from higher medical costs in Cigna Healthcare primarily driven by net unfavorable COVID-19 related impacts, underlying medical cost trend and customer growth in our Integrated Medical segment driven by: 1) underlying medical trend; 2) suspensioninsured business. These unfavorable effects were substantially offset by the impact of the government's cost share reduction subsidies;sale of the Group Disability and 3) resumptionLife business.
Selling, general and administrative expenses decreased, primarily reflecting the impact of the sale of the Group Disability and Life business, lower integration and transaction costs and the repeal of the health insurance industry tax. The increaseThese favorable effects were partially offset by expense growth in 2017Evernorth and Cigna Healthcare reflecting business growth.
Interest expense and other decreased primarily due to a lower average interest rate and lower levels of average outstanding debt resulting from debt repayments.
Debt extinguishment costs were lower because the debt repaid in 2021 had lower interest rates than the debt repaid in 2020.
Realized investment results improved, primarily due to gains on sales of real estate joint ventures in 2021, favorable market value adjustments on equity securities in 2021 compared with 20162020 and lower credit loss reserves on debt securities. These favorable effects were partially offset by lower gains on sales of debt securities in 2021 compared with 2020.
Income tax expense decreased in 2021, reflecting the absence of taxes recorded in 2020 on the sale of the Group Disability and Life business. The consolidated effective tax rate decreased, primarily resulteddriven by the repeal of the nondeductible health insurance industry tax in 2021 and the absence of incremental tax expense associated with the sale of the Group Disability and Life business in 2020.
Commentary: 2020 vs 2019
Due to the segment changes made in 2021, the following commentary comparing consolidated 2020 results to 2019 is provided as an update to the commentary provided in our 2020 Form 10-K.
Shareholders' net income increased, driven by the gain on sale of the Group Disability and Life business, lower amortization of acquired intangible assets and higher adjusted income from operations, partially offset by the absence of earnings from transitioning clients.
Adjusted income from operations increased, driven in part by higher earnings in the Evernorth segment reflecting customer growth and increased script volumes and lower interest costs in Corporate due to a lower level of outstanding debt. These favorable effects were partially offset by lower earnings from the sold Group Disability and Life business (reported in Other Operations) primarily reflecting significantly elevated life claims related to the effects of COVID-19.
Medical customers decreased due to declines in the Middle Market and National Accounts market segments and increased disenrollment driven by the impacts of COVID-19. Those decreases were partially offset by growth in the Commercial segmentSelect and in International Markets, partiallyHealth market segments, as well as Medicare Advantage customers.
Pharmacy revenues increased, reflecting the transition of Cigna Healthcare's customers to Evernorth, higher claims volumes, driven by the Evernorth collaboration with Prime Therapeutics and increased prices, primarily due to inflation on branded drugs. These factors were substantially offset by decreases in Government segment premiums due to Medicare disenrollment.

Pharmacythe absence of revenues increased in 2018 compared with 2017 primarily resulting from contributions from the acquired Express Scripts business.transitioning clients and, to a lesser extent, an increase in the generic fill rate. See the Health Services"Evernorth Segment" section of this MD&A for further discussion of pharmacy revenuesrevenues.
Premiums increased, reflecting customer growth in insured products and costs.

rate increases reflecting expected medical cost inflation and the return of the health insurance industry tax. These factors were partially offset by the impact of premium relief programs implemented in response to significantly lower than historical utilization as customers deferred care in 2020 due to the COVID-19 pandemic.
56


Fees and other revenues. The increasesdecreased, primarily reflecting the transition of Cigna Healthcare's commercial customers to Evernorth's retail pharmacy network beginning in both 2018 and 2017 compared with each prior year were primarily attributable to growth in our specialty businesses and an increased customer base for our administrative services only ("ASO") business. In 2018, contributions from the acquired Express Scripts business also contributedthird quarter of 2019 (see Note 3(J) to the increase.

Consolidated Financial Statements for further information).
Net investment income was higher in 2018 compared with 2017, reflecting growth in average assets and higher yields, largely decreased, driven by increasedlower yields, including lower income from partnership income. Net investment income in 2018 also included $123 million earned from proceeds on the debt issued in September 2018 that is reported as a special item. Those debt proceedsinvestments due to current economic conditions. These effects were used to finance the Express Scripts acquisition on December 20, 2018. In 2017, net investment income increased compared with 2016, driven by growth in average invested assets, partially offset by lower yields.

higher average assets.

Commentary on Other Components of Consolidated Results of Operations

Pharmacy and other service costs increased, reflecting the transition of Cigna Healthcare's customers to Evernorth, higher claims volumes, driven by the Evernorth collaboration with Prime Therapeutics and an increase in pricing, primarily due to inflation on branded drugs. These factors were substantially offset by the impact of the absence of the transitioning clients and, to a lesser extent, continued contract affordability improvements and the favorable impact of the mix of claims.
Medical costs and other benefit expensesincreased, inreflecting both 2018 and 2017, compared with the prior year, reflecting customer growth and direct costs associated with COVID-19, partially offset by care deferrals in Integrated Medicalinsured products in Cigna Healthcare and International Markets, as well as medical cost inflationhigher life claims in Integrated Medical.

the sold Group Disability and Life business due to the effects of the COVID-19 pandemic.
Selling, general and administrative expenses increasedwere essentially flat, primarily reflecting lower charges in 2018 compared with 2017, driven2020 for the 2019 organizational efficiency plan and resolving our Affordable Care Act risk corridors claim against the United States Federal Government in the third quarter of 2020. These decreases were offset by higher transaction-related costs associated with the acquisition of Express Scripts, resumptionreturn of the health insurance industry tax and volume-based expenses reflecting business growth. In 2017, the increase in selling, general and administrative expenses compared with 2016 reflected a long-term care guaranty fund assessment and higher volume-based expenses reflecting business growth. These increases were offset by suspension of the health insurance industry tax in 2017 and a reduction in costs related to our Center for Medicare and Medicaid Services ("CMS") audit response.

tax.
Amortization of acquired intangible assets increased in 2018 compared with 2017, decreased, primarily reflecting lower amortization of customer-related intangibles associated with the impact of the acquired Express Scripts business. The decrease in 2017 compared with 2016 was driven by the expected continuing decline in amortization from our 2012 acquisition of HealthSpring, Inc.

Interest transitioning clients.
Income tax expense and otherincreased significantly in 2018 compared with 2017, primarily due to $227 million of interest incurred on debt issued in the third quarter of 2018 priorfor 2020, largely attributable to the acquisitionsale of Express Scripts. This amount is included in the overall special item for transaction-related costs, net of $123 million of investment income earned on the debt proceeds through the closing date of the transaction.

Realized investment results  declined significantly in 2018 compared with 2017, resulting from lower gains on sales of alternative, partnershipCigna's Group Disability and fixed maturity investments as well as mark-to-market losses on equity securities reported in net income as required by Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Liabilities, beginning in 2018 (see Note 2 to our Consolidated Financial Statements). In 2017, realized investment results increased compared with 2016, primarily due to higher gains on sales of alternative and real estate investments, as well as lower impairment losses.

Life business.The consolidated effective tax rate decreased in 2018 compared with 2017, primarily due to a lower U.S.slightly, driven by recognition of certain incremental federal and state tax rate in 2018, partiallybenefits, largely offset by resumptionthe return of the non-deductiblenondeductible health insurance industry taxtax.
Key Transactions and Business Developments

Organizational Efficiency Plan
As discussed in Note 15 to the absenceConsolidated Financial Statements, during the fourth quarter of 2021, the Company approved a strategic plan to drive operational efficiencies. We believe this plan, coupled with the previously announced divestiture of the incremental tax benefitinternational life, accident and supplemental health benefits businesses (described below), will further leverage the Company's ongoing growth to drive operational efficiency through enhancements to organizational structure and increased use of automation and shared services. In connection with these plans, Cigna has updated its reporting segments to align with the new business reporting structure and recognized a charge in the fourth quarter of 2021 in the amount of $168 million, pre-tax ($119 million, after-tax). We expect to realize annualized after-tax savings of approximately $180 million. A substantial portion of the savings is expected to be realized in 2022. Although a substantial portion of the actions associated with these strategic steps have been reflected in the charge recognized in the fourth quarter of 2021, additional amounts are expected to be recorded in the second quarter of 20172022 as we finalize our plans following the completion of the divestiture. See Note 15 for certain transaction costs associated withfurther information regarding our organizational efficiency charge.

Agreement to Sell International Life, Accident and Supplemental Benefits Businesses
We entered into a definitive agreement in October 2021 to sell our life, accident and supplemental benefits businesses in seven countries to Chubb INA Holdings, Inc. ("Chubb") for $5.75 billion cash (the "Chubb Transaction"). Subject to applicable regulatory approvals and customary closing conditions, we expect to complete the terminated merger with Anthem. In 2017,sale of our life, accident and supplemental benefits businesses in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey in the effective tax rate was flat compared with 2016.second quarter of 2022. The unfavorable"Liquidity and Capital Resources" section of this MD&A provides discussion of the expected impact of additional tax expense associated with the U.S. tax reform legislation enacted in 2017 was offset by favorable effectsthis transaction to liquidity.

Purchase of a suspension of the health insurance industry tax in 2017 and an incremental tax benefit from previously non-deductible transaction-related costs. See Note 18 to our Consolidated Financial Statements for additional information.
CIGNA CORPORATION - 2018 Form10-K    45

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

MDLIVE

Key Transactions and Developments

Acquisition of Express Scripts

As discussed in more detail in Note 34 to the Consolidated Financial Statements, on April 19, 2021 Cigna's Evernorth segment completed the acquisition of MDLIVE, Inc. ("MDLIVE"), a 24/7 virtual care platform (the "MDLIVE Acquisition"). The acquisition of MDLIVE will enable Evernorth to continue expanding access to virtual care and delivering a more affordable, convenient and connected care experience for consumers. The "Liquidity and Capital Resources" section of this MD&A provides discussion of the impact of the MDLIVE Acquisition on liquidity.


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Sale of Group Disability and Life Business
As discussed in Note 4 to the Consolidated Financial Statements, Cigna sold its U.S. Group Disability and Life business to New York Life Insurance Company for $6.2 billion on December 31, 2020 (the "New York Life Divestiture"). The "Liquidity and Capital Resources" section of this MD&A provides discussion of the use of proceeds from the New York Life Divestiture.

Merger with Express Scripts
Cigna acquired Express Scripts on December 20, 2018 in a cash and stock transaction valued at $52.8 billion. See the "Liquidity" section of this MD&A for further discussion of the financing of this transaction.

We incurred a significant amount of costs2018. Costs related to this acquisition, both before and after closing. These coststransaction are being reported in "transaction-related"integration and transaction-related costs" as a special item and excluded from adjusted income from operations. The resultsoperations because they are not indicative of Express Scripts are included in Cigna's consolidated financial information from the datefuture underlying performance of the acquisition.

business. The integration of this acquisition has been completed.

On January 30, 2019, Anthem, Inc. ("Anthem"), a former client of Express Scripts, exercised its early termination right and terminated theits pharmacy benefit management services agreement with us, effective March 1, 2019. There iswas a twelve-month transition period endingthat ended March 1, 2020. It is expected that the transition of Anthem's customers will occur at various dates, as informed by Anthem's technology platform migration schedule. Over the next twelve months, we will focus on an effective transition of this relationship and related services over Anthem's accelerated timeline. We excludeexcluded the results of Express Scripts' contract with Anthem (and also Coventry)Coventry Health Care, Inc.) from our non-GAAP reporting metric "adjustedmetrics adjusted revenues and adjusted income from operations." Weoperations for 2019 and refer to this adjustmentthese clients as "transitioningtransitioning clients."

U.S. Tax Reform Legislation

Major U.S. tax reform legislation was signed into law on December 22, 2017. The legislation reduced the corporate income tax rate from 35% to 21% effective January 1, 2018, among other things. See Note 18 to our Consolidated Financial Statements for further discussion of the impacts of this legislation on our results of operations.

46    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Health Care Industry Developments and Other Matters Affecting Our Integrated Medical and Health Services Segments

The "Regulation" section of this Form 10-K provides a detailed description of The Patient Protection and Affordable Care Act provisions and other legislative initiatives that impact our health care business, including regulations issued by CMS and the Departments of the Treasury and Health and Human Services ("HHS"). The table presented below provides an update of the impact of these items and other matters affecting our Integrated Medical and Health Services segments as of December 31, 2018.

Item


Description

Medicare Advantage

Medicare Star Quality Ratings ("Star Ratings"): Medicare Advantage ("MA") plans must have a Star Rating of four Stars or greater to qualify for bonus payments. Approximately 60% of our Medicare Advantage customers were in a four Star or greater plan for bonus payments received in 2018. We expect this percentage to increase to 72% for bonus payments to be received in 2019 and to 76% in 2020.

MA Rates: Final MA reimbursement rates for 2019 were published by CMS in April 2018. Preliminary MA reimbursement rates for 2020 were published by CMS in February 2019. We do not expect the new rates to have a material impact on our consolidated results of operations in 2019 and 2020.

Risk Adjustment Validation ("RADV") Audits: As discussed in the "Regulation" and "Risk Factors" sections of this Form 10-K, our MA business is subject to reviews, including RADV audits. In 2012, CMS released a payment methodology that provided for sample audit error rates to be extrapolated to the entire MA contract after comparing audit results to a similar audit of Medicare Fee for Service (the "FFS Adjuster"), including any errors in the Medicare FFS data. This comparison is necessary to determine the true economic impact of the audit, if any, because the government uses the Medicare FFS data to determine adjustments to MA payment rates for various health conditions to establish actuarial equivalency in payment rates as required by the Medicare statute.

In the fourth quarter of 2018, CMS issued a proposed rule that included, among other things, extrapolation of the error rate related to audit findings without applying the FFS Adjuster. This rule is discussed further in the Regulation section of this Form 10-K on page 20. If adopted in its current form, the rule could have a detrimental impact to all Medicare Advantage insurers and affect the ability of plans to deliver high quality health care for the population served. While it is uncertain that CMS will issue the rule as proposed, if they did, it could have a material impact on the Company's future results of operations.

Health Care Reform Act Tax

Health Insurance Industry Tax: Federal legislation imposed a moratorium on the health insurance industry tax for 2017 and 2019. The industry tax was assessed in 2018 and, under current law, will be imposed in 2020. The industry tax for Cigna in 2018 was $370 million ($205 million for Commercial and $165 million for Government). For our Commercial business, the tax was reflected in our 2018 premium rates and did not have a material effect on shareholders' net income in 2018. For our Medicare business, the earnings impact in 2018 resulting from this renewed tax was somewhat offset with benefit and pricing changes. Because this tax is not deductible for federal income tax purposes, it negatively impacted our effective tax rate in 2018.

Public Health Exchanges

Market Participation: For 2018, we offered individual coverage on six public health insurance exchanges in the following states: Colorado, Illinois, Missouri, North Carolina, Tennessee and Virginia. For 2019, we expanded our individual coverage to Arizona while continuing to offer coverage on all of the other six exchanges as in 2018.

Cost Sharing Reduction Subsidies: The Patient Protection and the Affordable Care Act ("ACA") provides for cost sharing reductions that offset the amount that qualifying customers pay for deductibles, copayments and coinsurance. The federal government provided funding for the cost sharing reduction subsidies to the qualifying customer's insurer until October 2017 when these payments were stopped. The attorneys general of 18 states and the District of Columbia sued the current administration, seeking to require the administration to continue paying these subsidies. In October 2017, the court denied the attorney generals' request for an injunction, allowing the government to stop paying the cost sharing reduction subsidies to insurers during the pendency of the matter. In July 2018, the court granted a motion by the states to dismiss the lawsuit without prejudice, meaning the states may refile a lawsuit at a later time. Certain insurers have sued the federal government for failure to pay cost sharing reduction subsidies as well, and a judge in two of those actions has ruled in favor of the insurers. We will continue to monitor developments. Our premium rates for the 2018 and 2019 plan years reflect the government's decision to cease paying these subsidies.

Prescription Drug Pricing

As discussed in the Regulation section on page 20 of this Form 10-K, prescription drug pricing and the role of pharmacy benefit managers have been a focus of the current administration. In February 2019, the HHS proposed changes to the federal anti-kickback safe harbor to exclude regulatory protection for rebates between drug manufacturers and Medicare Part D plans, Medicaid managed care organizations and pharmacy benefit managers in the context of these government programs. The proposed regulations in their current form apply solely to Medicare Part D and Medicaid programs that include our Government business in the Integrated Medical segment. The proposed regulations also seek to create new safe harbor protections for fixed fee services arrangements between drug manufacturers and pharmacy benefit managers, as well as protections for discounts offered at the point of sale. These proposed regulations, if adopted as written, could affect current industry practices. We do not expect them to have a material effect on our business or results of operations. This area continues to be the subject of legislative and regulatory activity.
CIGNA CORPORATION - 2018 Form10-K    47

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Risk Mitigation Programs

In 2016, we recorded an allowance for the balance of our risk corridor receivable based on court decisions and the large program deficit. During 2018, the U.S. Federal Circuit court ruled that health insurers are not entitled to receive amounts due under the risk corridor program that have been withheld by Congress. The plaintiffs have petitioned the U.S. Supreme Court to review this unfavorable decision. As of December 31, 2018,2019, the transition was substantially complete; therefore, beginning in 2020, we continueno longer exclude results of transitioning clients from our reported adjusted revenues and adjusted income from operations. Additionally, for the year ended December 31, 2020, we recorded an adjustment related to carry this allowancecontract that was excluded from adjusted revenues and adjusted income from operations.


Medicare Star Quality Ratings ("Star Ratings")
The Centers for Medicare & Medicaid Services ("CMS") uses a Star Rating system to measure how well Medicare Advantage ("MA") plans perform, scoring how well plans perform in several categories, including quality of $109 millioncare and customer service. Star Ratings range from one to five stars. CMS recognizes plans with Star Ratings of four stars or greater with quality bonus payments and the ability to offer enhanced benefits. Approximately 87% of our MA customers were in four star or greater plans for bonus payments received in 2021 and approximately 89% were in four star or greater plans for bonus payments to be received in 2022; we expect this percentage to decrease to 86% for bonus payments to be received in 2023 based upon the mix of new and existing MA plans.

Medicare Advantage ("MA") Rates
On January 15, 2021, CMS published the Calendar Year 2022 Medicare Advantage and Part D Rate Announcement (the "2022 Final Notice"), finalizing reimbursement rates for 2022. On February 2, 2022, CMS released the Calendar Year 2023 Advance Notice of Methodological Changes for Medicare Advantage Capitation Rates and Part C and Part D Payment Policies (the "Advance Notice"). We do not expect the new rates to have a material impact on our consolidated results of operations in 2022 or 2023. CMS will accept comments on the current status of court decisions.

Risk adjustment balances areAdvance Notice through March 4, 2022, before publishing the final rate announcement by April 4, 2022. The Advance Notice is subject to auditthe required notice and adjustment bycomment period, and we cannot predict when or to what extent CMS following each program year. In February 2018, a federal judge issued a decision invalidatingwill adopt the use of statewide average premium for risk adjustment purposes. In response, in July 2018, CMS issued a final rule clarifying the 2017 program methodology and addressing issues raisedproposals in the ruling by the federal judge. This rule clears the way for CMS to resume risk adjustment collections and payments for the 2017 program year. Despite this final rule, resolution of the legal matter remains uncertain. As of December 31, 2018, our financial statements reflect the risk adjustment balances for the 2018 and 2017 plan years under the rules currently in effect for the program.

The following table presents our balances associated with the risk adjustment program as of December 31, 2018 and 2017.

Advance Notice.
58
   Net Receivable (Payable) Balance
As of December 31,
(In millions)  2018  2017
Risk Adjustment    

Receivables (1)

 $32 $69

Payables (2)

 (187) (250)
​ ​ 
Total risk adjustment balance $(155) $(181)
(1)
Receivables, net of allowances, are reported in accounts receivable in the Consolidated Balance Sheets.

(2)
Payables are reported in accrued expenses and other liabilities (current) in the Consolidated Balance Sheets.

After-tax charges for the risk adjustment program were $116 million in 2018 and $105 million in 2017, compared with after-tax benefits of $25 million in 2016.



Liquidity And Capital Resources

LIQUIDITY AND CAPITAL RESOURCES
(In millions)   
Financial Summary202120202019
Short-term investments$428 $359 $423 
Cash and cash equivalents$5,081 $10,182 $4,619 
Short-term debt$2,545 $3,374 $5,514 
Long-term debt$31,125 $29,545 $31,893 
Shareholders' equity$47,112 $50,321 $45,338 

Liquidity
Financial Summary
(In millions)
 2018
 2017
 2016

Short-term investments

 $316 $199 $691

Cash and cash equivalents

 $3,855 $2,972 $3,185

Short-term debt

 $2,955 $240 $276

Long-term debt

 $39,523 $5,199 $4,756

Shareholders' equity

 $41,028 $13,711 $13,699

Liquidity

We maintain liquidity at two levels: the subsidiary level and the parent company level.

Liquidity

Cash requirements at the subsidiary level generally consist of:

pharmacy, medical costs pharmacy and other benefit payments;
expense requirements, primarily for employee compensation and benefits, information technology and facilities costs;
income taxes; and
income taxes.

debt service.

Our subsidiaries normally meet their operatingliquidity requirements by:

maintaining appropriate levels of cash, cash equivalents and short-term investments;
using cash flows from operating activities;
matching investment durations to those estimated for the related insurance and contractholder liabilities;
selling investments; and
borrowing from affiliates, subject to applicable regulatory limits.

Liquidity

Cash requirements at the parent company level generally consist of:

debt service and dividend paymentsservice;
payment of declared dividends to shareholders;
lending to subsidiaries as needed; and
pension plan funding.

The parent company normally meets its liquidity requirements by:

maintaining appropriate levels of cash and various types of marketable investments;
collecting dividends from its subsidiaries;
using proceeds from issuance ofissuing debt and common stock; and
borrowing from its subsidiaries, subject to applicable regulatory limits.

Dividends from our insurance, Health Maintenance Organization ("HMO") and certain foreign subsidiaries are subject to regulatory restrictions. See Note 1720 to the Consolidated Financial Statements in this Form 10-K for additional discussion ofinformation regarding these restrictions. Because mostMost of Express Scripts' subsidiariesthe Evernorth segment operations are not subject to regulatory restrictions on payingregarding dividends acquiring Express Scripts provides significantly increasedand therefore provide significant financial flexibility to Cigna.

48    CIGNA CORPORATION - 2018 Form10-K
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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Cash flows for the years ended December 31 were as follows:

(In millions)202120202019
Net cash provided by operating activities$7,191 $10,350 $9,485 
Net cash (used in) provided by investing activities:
Cash proceeds from sale of U.S. Group Disability and Life business, net of cash sold(61)5,592 — 
Other acquisitions(1,833)(139)(153)
Net investment sales (purchases)(660)(1,406)480 
Purchases of property and equipment, net(1,154)(1,094)(1,050)
Other, net97 23 (11)
Net investing activities(3,611)2,976 (734)
Net cash (used in) financing activities:
Debt (repayments) issuances521 (4,736)(5,175)
Stock repurchase(7,742)(4,042)(1,987)
 Dividend payments(1,341)(15)(15)
Other, net350 260 (10)
Net financing activities(8,212)(8,533)(7,187)
Foreign currency effect on cash(65)41 (8)
Change in cash, cash equivalents and restricted cash$(4,697)$4,834 $1,556 

The following discussion explains variances in the various categories of cash flows for the year ended December 31, 2021 compared with the year ended December 31, 2020. For comparisons of liquidity and capital resources for the year ended December 31, 2020 compared with the year ended December 31, 2019, please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2020.
(In millions)
 2018
 2017
 2016

Net cash provided by operating activities

 $3,770 $4,086 $4,026

Net cash (used in) investing activities:

         

Cash used to acquire Express Scripts, net of cash acquired

 (24,062)  

Other acquisitions

  (393)  (209)  (4)

Net investment (purchases)

 (1,383) (1,023) (2,008)

Purchases of property and equipment and other

  (540)  (471)  (562)

Net investing activities

 (26,378) (1,703) (2,574)
​ ​ ​ 

Net cash provided by (used in) financing activities

         

Debt proceeds used to finance Express Scripts acquisition

 22,856  

Other debt transactions, net

  1,356  98  (148)

Stock repurchase

 (342) (2,725) (139)

Other, net

  (355)  (24)  62

Net financing activities

 23,515 (2,651) (225)
​ ​ ​ 

Foreign currency effect on cash

  (24)  55  (10)

Change in cash and cash equivalents

 $883 $(213) $1,217

Operating activities

Cash flows from operating activities consist principally of cash receipts and disbursements for premiums, fees, pharmacy revenues and costs, premiums, fees, investment income, taxes, benefit costs and other expenses.

Cash provided by operating activities decreased, driven by increases in accounts receivable due to higher pharmacy claim volume and business growth and a delay in the annual CMS Part D settlement, the timing of pharmacy and other service cost payables as well as higher tax payments largely related to the sale of the Group Disability and Life business. These decreases were partially offset by the absence of the health insurance industry tax payments.
Investing and Financing activities
Cash used in investing activities increased, primarily due to the acquisition of MDLIVE in 2021, the absence of the net proceeds from the sale of the Group Disability and Life business in 2020, partially offset by lower net investment activities.
Cash used in financing activities decreased primarily due to lower debt repayments, offset by higher stock repurchases including shares purchased pursuant to the ASR agreements (described below) and an increase in dividends paid.
Capital Resources
Our capital resources consist primarily of cash, cash equivalents and investments maintained at regulated subsidiaries required to underwrite insurance risks, cash flows from operating activities, decreased in 2018 compared with 2017 primarily driven byour commercial paper program, credit agreements and the issuance of long-term debt and equity securities. Our businesses generate significant cash flow from operations, some of which is subject to regulatory restrictions relative to the amount and timing of settlement of pharmacy payables, partially offset by higher net income.

Cash flowsdividend payments to the parent company. Dividends from U.S. regulated subsidiaries were $2.8 billion and $2.3 billion for the years ended December 31, 2021 and 2020, respectively. Non-regulated subsidiaries also generate significant cash flow from operating activities, increased slightlywhich is typically available immediately to the parent company for general corporate purposes.

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We prioritize our use of capital resources to:
Invest in 2017 comparedcapital expenditures, primarily related to technology to support innovative solutions for our customers, provide the capital necessary to maintain or improve the financial strength ratings of subsidiaries and to repay debt and fund pension obligations if necessary;
pay dividends to shareholders;
consider acquisitions that are strategically and economically advantageous; and
return capital to shareholders through share repurchases.
Funds Available
Commercial Paper Program. Cigna maintains a commercial paper program and may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers at any time not to exceed an aggregate amount of $5.0 billion. The net proceeds of issuances have been and are expected to be used for general corporate purposes.
Revolving Credit Agreements. Our revolving credit agreements provide us with 2016 primarily driven by higher net income, partially offset by lower receipts from Medicare Part Dthe ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed above.
Cigna's revolving credit agreements include: a $3.0 billion five-year revolving credit and Medicare Advantage programsletter of credit agreement that expires in April 2026; a $1.0 billion three-year revolving credit agreement that expires in April 2024; and a voluntary pension contribution$1.0 billion 364-day revolving credit agreement that expires in April 2022.
As of $150 millionDecember 31, 2021, we had $5.0 billion of undrawn committed capacity under our revolving credit agreements (these amounts are available for general corporate purposes, including providing liquidity support for our commercial paper program), $3.0 billion of remaining capacity under our commercial paper program and $5.5 billion in 2017.

Investingcash and Financing activities

Our most significant investing and financing activitiesshort-term investments, approximately $1.7 billion of 2018 related to acquiring Express Scripts. which was held by the parent company or certain non-regulated subsidiaries.

See Note 7 to the Consolidated Financial Statements for further information on our credit agreements and commercial paper program.
At December 31, 2021, our debt-to-capitalization ratio was 41.7%, an increase from 39.5% at December 31, 2020, reflecting higher commercial paper balances and the impact of share repurchase on shareholders' equity.
We actively monitor our debt obligations and engage in issuance or redemption activities as needed in accordance with our capital management strategy.
Subsidiary Borrowings. In addition to the sources of liquidity discussed above, the parent company can borrow an additional $2.0 billion from its subsidiaries without further approvals as of December 31, 2021.
Use of capital resources
Capital Expenditures. Capital expenditures for property, equipment and computer software were $1.2 billion in 2021 compared to $1.1 billion in 2020. We expect to continue to invest in technology that we believe will drive future growth. Anticipated capital expenditures will be funded primarily from operating cash flow.
Dividends. For 2021, Cigna declared and paid quarterly cash dividends of $1.00 per share of Cigna common stock. See Note 8 to the Consolidated Financial Statements for further information on our dividend payments. On February 3, 2022, the Board of Directors declared and increased the quarterly cash dividend to $1.12 per share of Cigna common stock to be paid on March 24, 2022 to shareholders of record on March 9, 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.
Acquisition. In April 2021, Cigna completed its acquisition of MDLIVE, which was funded with cash on hand and commercial paper borrowings. See Note 4 to the Consolidated Financial Statements for additional information on the acquisition. Cigna financed a portion of the acquisition in cash, primarily with debt financing as shown above and described more fully in Note 5 to the Consolidated Financial Statements, with the remaining required cash coming from cash on hand. In 2018, Cigna also acquired OnePath Life for approximately $480 million, largely with cash held in our foreign operations.

Net investment purchases increased in 2018 compared with 2017, largely due to reinvesting our cash flows into fixed income investments. The decrease in net investment purchases in 2017 compared with 2016 primarily reflects higher cash used for shareinformation.

Share repurchases in 2017.

Stock repurchases declined in 2018 compared with 2017 as Cigna suspended stock repurchase activity to provide liquidity for the Express Scripts acquisition. Stock repurchase activity was significantly higher in 2017 than 2016, as stock repurchase activity was suspended for much of 2016 during the pendency of the Anthem transaction.

. We maintain a share repurchase program authorized by our Board of Directors. Under this program,Directors, under which we may repurchase shares of our common stock from time to time, depending on market conditions and alternate uses of capital.time. The timing and actual number of shares repurchased will depend on a variety of factors including price, general business and market conditions and alternate uses of capital. The share repurchase program may be effected through open market purchases or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including through Rule 10b5-1 trading plans.plans or privately negotiated transactions. The program may be suspended or discontinued at any time.

In 2018, we repurchased 1.6 million shares for approximately $330 million. From January 1, 2019 through February 27, 2019 we repurchased 1.9 million shares for approximately $356 million. The remaining

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On August 23, 2021, as part of our existing share repurchase authority as of February 27, 2019 was $590 million. We repurchased 15.7 million shares for $2.8program, we entered into accelerated share repurchase agreements to repurchase $2.0 billion in 2017 and 0.8 million shares for $110 million in 2016.

Capital Resources

Our capital resources (primarily cash flows from operating activities and proceeds from the issuance of debt and equity securities) provide protection for policyholders, furnish the financial strength to underwrite insurance risks and facilitate continued business growth.

Our acquisition of Express Scripts increased our debt and shareholders' equity in 2018 as follows:

Stock.  Express Scripts shareholders received 0.2434 of a share of common stockstock. The total number of Cigna for every one share of Express Scripts. Cigna issued 137.6 million additional shares to Express Scripts shareholders.

Debt.repurchased under the ASR agreements was 9.5 million. See Note 58 to the Consolidated Financial Statements for further descriptionadditional information.

For the year ended December 31, 2021, we repurchased 35.2 million shares for approximately $7.7 billion including the $2.0 billion paid under the ASR agreements. From January 1, 2022 through February 23, 2022, we repurchased 5.0 million shares for approximately $1.2 billion. Share repurchase authority was $6.0 billion as of February 23, 2022.
Pension liability. As of December 31, 2021, our unfunded pension liability was $377 million, a decrease of $600 million from December 31, 2020, primarily attributable to strong investment asset returns and an increase in discount rates of 33 basis points. In 2021, we made immaterial contributions to the debt issuedqualified pension plans as required under the Pension Protection Act of 2006 and we expect the required contributions for 2022 to finance the acquisition.

Assumption of Express Scripts Senior Notes.be immaterial. See Note 516 to the Consolidated Financial Statements for further descriptionadditional information.
Divestitures
Group Disability and Life Sale. In connection with the sale of this business that closed on December 31, 2020, we deployed approximately $3.0 billion to debt repayment by: (i) repaying in full our $1.4 billion 364-Day Term Loan Credit Agreement entered into on April 1, 2020, on December 31, 2020; (ii) redeeming in full the $1.0 billion aggregate principal amount of Cigna's Senior Floating Rate Notes due 2021 on January 15, 2021 at a redemption price calculated in accordance with the terms and conditions of the notes assumedindenture governing the Notes; and (iii) repaying certain balances of our outstanding commercial paper in the acquisitionJanuary 2021.
Sale of Express Scripts.

At December 31, 2018, our debt-to-capitalization ratio was 50.9%. We expect to deleverage to the upper 30s within 18 to 24 months by using cash flows from operating activities.

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PART II
ITEM 7. Management's Discussionlife, accident and Analysis of Financial Condition and Results of Operations

supplemental benefits businesses in seven countries.Cigna entered into a new Revolving Credit Agreementdefinitive agreement in October 2021 to sell its life, accident and Term Loan Credit Agreementsupplemental benefits businesses in financingseven countries to Chubb for $5.75 billion cash. Subject to applicable regulatory approvals and customary closing conditions, we expect to complete the Express Scripts acquisition. A select number of subsidiaries guarantee Cigna obligations under the Revolving Credit Agreement and the Term Loan Credit Agreement. See Note 5 to the Consolidated Financial Statements for further information on these guarantees, as well as information on our Revolving Credit Agreement and the Term Loan Credit Agreement. Cigna had $22 million of letters of credit outstanding as of December 31, 2018.

Management, guided by regulatory requirements and rating agency capital guidelines, determines the amount of capital resources that we maintain. Management allocates resources to new long-term business commitments when returns, considering the risks, look promising and when the resources available to support existing business are adequate.

We prioritize our use of capital resources to:

provide the capital necessary to support growth and maintain or improve the financial strength ratings of subsidiaries and to fund pension obligations;

consider acquisitions that are strategically and economically advantageous; and

return capital to investors primarily through share repurchases.

We continue to maintain a capital management strategy to retain overseas a significant portion of the earnings from our foreign operations. These undistributed earnings are deployed outside of the United States predominantly in support of the liquidity and regulatory capital requirementssale of our foreign operations as well aslife, accident and supplemental benefits businesses in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey in the second quarter of 2022. Cigna estimates it will receive approximately $5.4 billion of net after-tax proceeds from this transaction and expects to support growth initiatives overseas. This strategy does not materially limit our abilityutilize the after-tax proceeds from the transaction primarily for share repurchases.

Risks to meet our liquidity and capital needs in the United States.

Liquidity and Capital Resources Outlook

At December 31, 2018, there was approximately $4.2 billion inresources outlook include cash and short-term investments, $1.2 billion of which was held by the parent or subsidiaries with no regulatory or other restrictions on transferring cash to the parent via dividend or loan. In 2019, we expect to generate an additional $6.2 billion of capital available for deployment, including $2.1 billion of dividendsprojections that our regulated insurance companies may pay without prior regulatory approval. The parent company's cash obligations in 2019 are expected to approximate $3.2 billion primarily for repayment of debt, interest and anticipated dividends. We expect to re-issue the $1.5 billion commercial paper borrowing upon its maturity.

We expect to have sufficient liquidity to meet the obligations discussed above, based on the cash currently available to the parent and current projections for subsidiary dividends and cash flows from the newly acquired Express Scripts operations. In addition, we actively monitor our debt obligations and engage in issuance or redemption activities as needed in accordance with our capital management strategy.

Our cash projections may not be realized and the demand for funds could exceed available cash if our ongoing businesses experience unexpected shortfalls in earnings or we experience material adverse effects from one or more risks or uncertainties described more fully in the Risk Factors"Risk Factors" section of this Form 10-K. In those cases, we expect to have the flexibility to satisfy liquidity needs through a variety of measures, including intercompany borrowings. The parent company can borrow an additional $650 million from its insurance subsidiaries without additional state approval. We have additional liquidity available through short-term commercial paper borrowing capacity and the $3.25 billion revolving credit agreement discussed in Note 5 to the Consolidated Financial Statements.

As of December 31, 2018, our unfunded pension liability was $590 million, reflecting a decrease of $98 million from December 31, 2017, primarily attributable to an increase in discount rates of approximately 75 basis points. Contributions required in 2019 under the Pension Protection Act of 2006 are immaterial. See Note 13 to our Consolidated Financial Statements for additional information regarding our pension plans.

Though we believe we have adequate sources of liquidity, significant disruption or volatility in the capital and credit markets could affect our ability to access those markets for additional borrowings or increase costs associated with borrowing funds.

costs.
Guarantees and Contractual Obligations

Guarantees and Contractual Obligations

We are contingently liable for various contractual obligations and financial and other guarantees entered into in the ordinary course of business. See Note 22 to the "Liquidity and Capital Resources" sectionConsolidated Financial Statements for discussion of this MD&A beginning on page 48 for additional background on how we manage our liquidity requirements related to these obligations. The maturities of our primary contractual cash obligations as of December 31, 2018 are estimated to be as follows:

various guarantees.

On balance sheet:
(In millions, on an undiscounted basis)
 Total
 Less than
1 year

 1-3 years
 4-5 years
 After
5 years

On-Balance Sheet

          

Insurance liabilities

               

Contractholder deposit funds

 $7,133 $619 $741 $641 $5,132

Future policy benefits

  11,517  709  1,224  1,153  8,431

Unpaid claims and claim expenses

 8,851 4,967 1,119 719 2,046

Long-term debt

  53,968  1,543  11,905  9,396  31,124

Other long-term liabilities

 636 137 95 81 323

Off-Balance Sheet

               

Purchase obligations

 2,295 858 1,012 338 87

Operating leases

  861  199  330  200  132

Total

 $85,261 $9,032 $16,426 $12,528 $47,275
​ ​ ​ ​ ​ 
Insurance liabilities
50    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 7. Management's Discussion

Insurance liabilities inclusive of the businesses held for sale are $21.5 billion, which include contractholder deposit funds, future policy benefits and Analysis of Financial Conditionunpaid claims and Results of Operations

claim expenses.

On balance sheet:

Insurance liabilities.  Excluded fromOf the table above are $4total obligation amount, $4.3 billion of insurance liabilities ($3 billion in contractholder deposit funds; $1 billion in future policy benefits)are associated with the sold retirement benefits, and individual life insurance and annuity businesses, as well as the reinsured workers' compensation,group life and personal accident and supplemental benefits businesses as their related net cash flows are not expected to impact our cash flows. Excluding these amounts, the sum
The $22.3 billion of thetotal obligations presented above exceeds the corresponding insurance and contractholder liabilities of $22$17.3 billion recorded on the balance sheetsheet. This is because some of the recorded insurance liabilities reflect discounting for interest and the recorded contractholder liabilities exclude future interest crediting, charges and fees. The timing and amount of actual future cash flows may differ from those presented above.

    Contractholder deposit funds: seethe projected amount disclosed.
We expect $5.2 billion of insurance liabilities to be paid within the next twelve months beginning January 1, 2022.
See Note 79 to ourthe Consolidated Financial Statements for our accounting policy for this liability. Expected future cash flows presented above also include estimated future interest crediting on current fund balances based on current investment yields less the estimated cost ofinformation regarding insurance charges and mortality and administrative fees for universal life policies.

liabilities.
Future policy benefits and unpaid claims and claim expenses: see Note 7 to our Consolidated Financial Statements for our accounting policies for these liabilities. Expected future cash flows for these liabilities presented in the table above are undiscounted. The expected future cash flows for guaranteed minimum death benefit ("GMDB," reported in future policy benefits) do not consider any of the related reinsurance arrangements.

Long-term debt includes
Total scheduled payments on long-term debt are $48.2 billion, which include scheduled interest payments. Capitalpayments and maturities of long-term debt.
We expect $1.7 billion of long-term debt payments, which include scheduled interest payments and current maturities of long-term debt to be paid within the next twelve months beginning January 1, 2022.
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Finance leases are included in long-term debt and primarily represent obligations for information technology network storage, servers and equipment.

See Note 19 to the Consolidated Financial Statements for information regarding finance leases.
See Note 7 to the Consolidated Financial Statements for information regarding principal maturities of long-term debt.
Other non-currentnoncurrent liabilities
These include approximately $704 millionof estimated payments for guaranteed minimum income benefit ("GMIB") contracts (without considering any related reinsurance arrangements), pension and other postretirement and postemployment benefit obligations, pension, supplemental and deferred compensation plans, interest rate and foreign currency swap contracts and reinsurance liabilities. Estimated payments
We expect $121 million of $78 million for deferred compensation, non-qualified and international pension plans and other postretirement and postemployment benefit plans are expectednoncurrent liabilities to be paid in less than one year and are included inwithin the table above. We expect to make immaterial contributions to the qualified domestic pension plans during 2019 and they are reflected in the above table. We expect to make payments subsequent to 2019 for these obligations; however, subsequent payments have been excluded from the table as their timing is based on plan assumptions that may materially differ from actual activities. next twelve months beginning January 1, 2022.
See Note 1316 to ourthe Consolidated Financial Statements for further information on pension and other postretirement benefit obligations.

The liability

Operating leases
These include operating lease payments of $641 million.
We expect $152 million of operating lease payments to be due within the next twelve months beginning January 1, 2022.
See Note 19 to the Consolidated Financial Statements for additional information.
Uncertain Tax Positions
In the event we are unable to sustain all of our $1.2 billion of uncertain tax positions, thatit could result in future tax payments was $928 million as of December 31, 2018. This amount has been excluded from the table above because we are not able to provide aapproximately $900 million. We cannot reasonably reliable estimate of the timing of such future tax payments.
See Note 1821 to the Consolidated Financial Statements for additional information on uncertain tax positions.

Off-Balance Sheet:


Off-balance sheet:
Purchase obligations.   As of December 31, 2018,obligations
These include agreements to purchase obligations consisted of estimated payments required under contractual arrangements for futuregoods or services that are enforceable and investment commitments as follows:
(In millions)
  
Fixed maturities $106
Commercial mortgage loans  54
Limited liability entities (other long-term investments) 1,472

Total investment commitments

  1,632
Future service commitments 663
​ 
Total purchase obligations $2,295

See Note 9 to our Consolidated Financial Statements for additional information.

Our estimated future service commitments primarily represent contracts for certain outsourced business processes and information technology maintenance and support. We generally have the ability to terminate these agreements, but do not anticipate doing so at this time.legally binding. Purchase obligations exclude contracts that are cancelablecancellable without penalty and those that do not contractually require minimum levels of goods or services to be purchased.

Operating leases.   For additional
As of December 31, 2021, purchase obligations consisted of a total of $4.3 billion of estimated payments required under contractual arrangements. This includes:
$3.4 billion of investment commitments, primarily comprised of other-long-term investments and equity securities.
$932 million of future service commitments, primarily comprised of contracts for certain outsourced businesses process and information see Note 16technology maintenance and support.
We expect $2.0 billion of purchase obligations to our Consolidated Financial Statements.

be paid within the next twelve months beginning January 1, 2022, of which $1.6 billion relates to investment commitments and $368 million relates to future service commitments.

Guarantees

We are contingently liable for various financial and other guarantees provided in the ordinary course of business. See Note 19 to our11 of the Consolidated Financial Statements for additional information on guarantees.

CIGNA CORPORATION - 2018 Form10-K    51

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

investment commitments.

CRITICAL ACCOUNTING ESTIMATES

Critical Accounting Estimates

The preparation of Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in the Consolidated Financial Statements. Management considers an accounting estimate to be critical if:

it requires assumptions to be made that were uncertain at the time the estimate was made; and

changes in the estimate or different estimates that could have been selected could have a material effect on our consolidated results of operations or financial condition.

Management has discussed how critical accounting estimates are developed and selected with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the disclosures presented below.

in this Form 10-K. We regularly evaluate items that may impact critical accounting estimates.

In addition to the estimates presented in the following table, there are other accounting estimates used in preparing ourtables, the Notes to the Consolidated Financial Statements includingdescribe other estimates that management has made in preparation of liabilities for future policy benefits, as well as estimates with respect to postemployment and postretirement benefits other than pensions, certain compensation accruals, and income taxes.

the financial statements. Management believes the current assumptions used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, if actual experience significantly differs from the assumptions used in estimating amounts reflected in our Consolidated Financial Statements, the resulting changes could have a material adverse effect on our consolidated results of operations and in certain situations, could have a material adverse effect on our liquidity and our financial condition. The tabletables below presentspresent the adverse impacts of certain possible changes in assumptions. The effect of assumption changes in the opposite direction would be a positive impact to our consolidated results of

63


operations, liquidity or financial condition, except for assessing impairment of goodwill and fixed maturities carried at a fair value below cost. The tax rate used to calculate the after-tax impact of assumption changes is based on the new corporate income tax rate discussed in the "Key Developments" section of this MD&A.

52    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

See Note 2 to our Consolidated Financial Statements for further information on significant accounting policies.

goodwill.
Balance Sheet Caption /
Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Goodwill and other intangible assets


Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets at the acquisition date. Intangible assets primarily reflect the value of customer relationships and other intangibles acquired in business combinations.


Fair values of reporting units are estimated usingbased on discounted cash flow analysis and market approach models andusing assumptions that we believe a hypothetical market participant would use to determine a current transaction price. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. A discount rate is used, correspondingselected to correspond with each reporting unit's weighted average cost of capital, consistent with that used for investment decisions considering the specific and detailed operating plans and strategies within each reporting unit. Projections of future cash flows differ by reporting unit and are consistent with our annual planning processongoing strategy and projection processes. Future cash flows for revenues, claims,Evernorth are primarily driven by the forecasted gross margins of the business, as well as operating expenses taxes, capital levels and long-term growth rates. In addition to these assumptions, we consider market data to evaluate the fair value of eachFuture cash flows for our other reporting unit. units are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.

The fair value of intangibles and the amortization method were determined using an income approach that relies on projected future cash flows including key assumptions for the customer attrition and discount rates. Management revises amortization periods if it believes there has been a change in the length of time that an intangible asset will continue to have value.

We completed our normal annual evaluations for impairment of goodwill and intangible assets during the third quarter of 2018. The evaluations indicated that the fair value estimates of our reporting units exceed their carrying values by adequate margins and no impairment was required. As a result of the changes in our reportable segments, we reallocated existing goodwill to reporting units based on their relative fair values and updated our evaluations for impairment of goodwill. These evaluations indicated that the fair value estimates of our reporting units continue to exceed their carrying values by adequate margins and no impairments were required. During the fourth quarter of 2018, goodwill and intangible assets increased by $38.4 billion as a result of the acquiring Express Scripts and OnePath Life.



If we do not achieve our earnings objectives or our cost of capital rises significantly, the assumptions and estimates underlying these impairment evaluations could be adversely affected and result in future impairment charges that would negatively impact our operating results.

Except for the recent acquisitions of Express Scripts and OnePath Life, where fair value equals carrying value, based on our most recent evaluations, the fair value estimates of our reporting units exceed their carrying values by adequate margins.

Future changes in the funding for our Medicare programs by the federal government could materially reduce revenues and profitability in our


Our U.S. Government reporting unit and have a significant impact on its fair value.


Our Government operating segment contracts with CMS and various state governmental agencies to provide managed health care services, including Medicare Advantage plans and Medicare-approved prescription drug plans. Estimated future cash flows for this reporting unit's Medicare Advantage business incorporate the potential effects of Medicare Advantagecurrent reimbursement ratesstructure for 20192022 and beyond as discussed in the "Executive Overview" section of this MD&A.beyond. Revenues from the Medicare programs are dependent, in whole or in part, upon annual funding from the federal government through CMS. Funding levels for these programs isare dependent on many factors including general economic conditions, continuingchanges to the risk adjustment payment methodology, government efforts to contain health care costs, and budgetary constraints at the federal level and general political issues and priorities.




The Company conducts its quantitative evaluation for goodwill impairment at least annually during the third quarter at the reporting unit level and performs qualitative impairment assessments on a quarterly basis to determine if events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value.

Goodwill and other intangibles as of December 31 were as follows (in millions):


2018


·2021 – Goodwill $44,505;$45,811; Other intangible assets $39,003

2017$34,102

·2020Goodwill $6,164;$44,648; Other intangible assets $345


$35,179

See Note 1518 to ourthe Consolidated Financial Statements for additional discussion of our goodwill and other intangible assets.


We completed our normal annual evaluations for impairment of goodwill and intangible assets during the third quarter of 2021. The evaluations indicated that the fair value estimates of our reporting units exceed their carrying values by significant margins. Changes in assumptions concerning future financial results or other underlying assumptions, including macroeconomic factors, government legislation, changes in the competitive landscape or other market conditions could impact our ability to achieve profitability projections. If we consistently do not achieve our earnings and cash flow projections or our cost of capital rises significantly, the assumptions and estimates underlying the goodwill and intangible asset impairment evaluations could be adversely affected and result in future impairment charges that would negatively impact our operating results and financial position.
Specific to the U.S. Government reporting unit, in 2021 we experienced elevated medical claims and lower risk adjustment revenues primarily due to the COVID-19 pandemic. If these factors were to worsen or continue beyond our current expectations, profitability could be further impacted and significantly reduce the fair value of this reporting unit.


64


Balance Sheet Caption /
Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Income taxes – uncertain tax positions

We evaluate tax positions to determine whether theirthe benefits are more likely than not to be sustained on audit based on their technical merits. If not, we establishThe Company establishes a liability for unrecognized tax benefits.if the probability that the position will be sustained is 50% or less. For uncertain positions that management believes are more likely than not to be sustained, the Company recognizes a liability based upon management's estimate of the most likely settlement outcome with the taxing authority. These amounts have increased significantly in 2018 as a result of acquiring Express Scripts. The acquired amounts primarily relate to federal and state uncertain positions of the value and timing of deductions and uncertain positions of attributing taxable income to states. states

Balances that are included in other non-current liabilities on the Consolidated Balance Sheets are as follows:follows (in millions):
·2021 – $1,230
·2020 – $1,210
See Note 21 to the Consolidated Financial Statements for additional discussion around uncertain tax positions and the Liquidity and Capital Resources section of this MD&A for a discussion of their potential impact on liquidity.


 
The factors that could impact our estimates of uncertain tax positions include the likelihood of being sustained upon audit based on the technical merits of the tax position and related assumed interest and penalties. If our positions are upheld upon audit, our net income would increase.

2018 – $928 million

2017 – $35 million


See Note 18 to our Consolidated Financial Statements for additional discussion around uncertain tax positions.


CIGNA CORPORATION - 2018 Form10-K    53

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Balance Sheet Caption /
Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Pharmaceutical Manufacturer Receivables

We bill pharmaceutical manufacturers based on management's interpretation of the contractual terms and estimate contractual allowances at the time a claim is processed for uncertainty in the amount we are entitled to collect. We determine these contractual allowances by reviewing each manufacturer's payment experience and specific known items that potentially could be adjusted under contract terms.

We may also record allowances for doubtful accounts based on a variety of factors including the length of time the receivables are past due, the financial health of the manufacturer and our past experience.



Actual contractual allowances could differ from our estimates due to disputes regarding contractual terms, changes in the business environment as well as factors and risks associated with specific customers.

Our estimates of the allowance for doubtful accounts could be impacted by changes in economic and market conditions as well as changes to our customers' financial condition.


In determining the fair value of Express Scripts' accounts receivable at the acquisition date, the historical allowances were eliminated. Prospectively, we expect these allowances to become significant to the consolidated financial statements.



See Note 2 to our Consolidated Financial Statements for assumptions and methods used to estimate receivables and the related allowances.



Balance Sheet Caption / Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Unpaid claims and claim expenses – Integrated Medical

Cigna Healthcare
Unpaid claims and claim expenses include both reported claims and estimates for losses incurred but not yet reported.

Unpaid claims and claim expenses in Integrated MedicalCigna Healthcare are primarily impacted by assumptions related to completion factors and medical cost trend. Changes inVariation of actual results from either assumption from actual results could impact the unpaid claims balance as noted below. A large number of factors may cause the medical cost trend to vary from the Company's estimates, including: changes in medicalhealth management practices, changes in the level and mix of benefits offered and services utilized and changes in medical practices. Completion factors may be affected if actual claims submission rates from providers differ from estimates (that can be influenced by a number of factors, including provider mix and electronic versus manual submissions), or if changes to the Company's internal claims processing patterns occur.

Unpaid claims and claim expenses for the Cigna Healthcare segment as of December 31 were as follows (in millions):
·2021 – gross $4,261; net $4,000
·2020 – gross $3,695; net $3,458
These liabilities are presented above both gross and net of reinsurance and other recoverables.
See Note 9 to the Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability.


Based on studies of our claim experience, it is reasonably possible that a 100 basis point change in the medical cost trend and a 50 basis point change in completion factors could occur in the near term.

A 100 basis point increase in the medical cost trend rate would increase this liability by approximately $35$60 million, resulting in a decrease in net income of approximately $30$50 million after-tax, and a 50 basis point decrease in completion factors would increase this liability by approximately $80$125 million, resulting in a decrease in net income of approximately $65$100 million after-tax.


Unpaid claims and claim expenses for the Integrated Medical segment as of December 31 were as follows (in millions):


2018 – gross $2,697; net $2,433

2017 – gross $2,420; net $2,158


These liabilities are presented above both gross and net of reinsurance and other recoverables.



See Note 7 to our Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability.


54    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


65


Balance Sheet Caption /
Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Unpaid claims and claim expenses – long-term disability reserves

The liability for long-term disability reserves is the present value of estimated future benefits payments over the expected disability period and includes estimates for both reported claims and for claims incurred but not yet reported.

Key assumptions in the calculation of long-term disability reserves include the discount rate and claim resolution rates, both of which are reviewed annually and updated when experience or future expectations would indicate a necessary change. The discount rate is the interest rate used to discount the projected future benefit payments to their present value. The discount rate assumption is based on the projected investment yield of the assets supporting the reserves. Claim resolution rate assumptions involve many factors including claimant demographics, the type of contractual benefit provided and the time since initially becoming disabled. The Company uses its own historical experience to develop its claim resolution rates.



Based on recent and historical resolution rate patterns and changes in investment portfolio yields, it is reasonably possible that a five percent change in claim resolution rates and a 25 basis point change in the discount rate could occur.

A five percent decrease in the claim resolution rate would increase long-term disability reserves by approximately $90 million and decrease net income by approximately $70 million after-tax.

A 25 basis point decrease in the discount rate would increase long-term disability reserves by approximately $45 million and decrease net income by approximately $35 million after-tax.


Long-term disability reserves as of December 31 were as follows (in millions):


2018 – gross $4,069; net $3,975

2017 – gross $3,884; net $3,790


These liabilities are presented above both gross and net of reinsurance recoverables.



See Note 7C. to our Consolidated Financial Statements for additional information regarding assumptions and methods used to estimate this liability.



Balance Sheet Caption / Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Valuation of fixed maturitydebt security investments

Most fixed maturitiesdebt securities are classified as available for sale and are carried at fair value with changes in fair value recorded in accumulated other comprehensive income (loss) within shareholders' equity.

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.



If the interest rates used to calculate fair value increased by 100 basis points, the fair value of the total fixed maturity portfolio of $23 billion would decrease by approximately $1.5 billion, resulting in an after-tax decrease to shareholders' equity of approximately $0.9 billion.

Determining fair value for a financial instrument requires management judgment. The degree of judgment involved generally correlates to the level of pricing readily observable in the markets. Financial instruments with quoted prices in active markets or with market observable inputs to determine fair value, such as public securities, generally require less judgment. Conversely, private placements including more complex securities that are traded infrequently are typically measured using pricing models that require more judgment as to the inputs and assumptions used to estimate fair value. There may be a number of alternative inputs to select based on an understanding of the issuer, the structure of the security and overall market conditions. In addition, these factors are inherently variable in nature as they change frequently in response to market conditions. Approximately two-thirds of our fixed maturitiesdebt securities are public securities and one-third are private placement securities.



Typically, the most significant input in the measurement of fair value is the market interest rate used to discount the estimated future cash flows of the instrument. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities, based on the credit quality, industry and structure of the asset.



See Notes 9A.11A. and 1012 to ourthe Consolidated Financial Statements for a discussion of our fair value measurements, the procedures performed by management to determine that the amounts represent appropriate estimates and our accounting policy regarding unrealized appreciation on fixed maturities.debt securities.


CIGNA CORPORATION - 2018 Form10-K    55

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations


Balance Sheet Caption / Nature of Critical Accounting Estimate
Effect if Different Assumptions Used
Assessment of "other-than-temporary" impairments on fixed maturities

Certain fixed maturities with aIf the derived interest rates used to calculate fair value below amortized cost are carried atincreased by 100 basis points, the fair value with changes in fair value recorded in accumulated other comprehensive income. For these investments, we have determined that the decline in fair value below its amortized cost is temporary. To make this determination, we evaluated the expected recovery in value and our intent to sell or the likelihood of a required sale of the fixed maturity prior tototal debt security portfolio of $17 billion would decrease by approximately $1.3 billion, resulting in an expected recovery. In making this evaluation, we considered a number of general and specific factors including the regulatory, economic and market environments, length of time and severity of the decline, and the financial health and specific near term prospects of the issuer.


If we subsequently determine that the excess of amortized cost over fair value is other-than-temporary for any or all of these fixed maturities, the amount recorded in accumulated other comprehensive income would be reclassifiedafter-tax decrease to shareholders' net income as an impairment loss.

The after-tax amountsequity of approximately $0.7 billion as of December 31, in accumulated other comprehensive income for fixed maturities in an unrealized loss position were as follows (in millions):


2021.

2018 – ($370)

2017 – ($80)


See Note 9 to our Consolidated Financial Statements for additional discussion of our review of declines in fair value, including information regarding our accounting policies for fixed maturities.



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Segment Reporting



SEGMENT REPORTING
The following section of this MD&A discusses the results of each of our segments.
Cigna entered into a definitive agreement in October 2021 to sell its life, accident and supplemental benefits businesses in seven countries to Chubb for $5.75 billion cash. In connection with the pending Chubb Transaction, we revised our business reporting structure. As a result of the Express Scripts acquisition, duringsuch, we adjusted our segment reporting effective in the fourth quarter of 2018, we changed2021 so that the results previously reported in the International Markets segment are now reported as follows:
The businesses to be retained by Cigna are now reported in the newly created International Health operating segment that will be aggregated with our existing U.S. Commercial and U.S. Government operating segments in the renamed Cigna Healthcare reporting segment reporting(previously named U.S. Medical).

The businesses to reflect the new management and business reporting structure of the combined company. Prior year financial information has been restated to conformbe sold pursuant to the new segment presentation. Chubb Transaction are now reported in Other Operations.

See Note 1 to ourthe Consolidated Financial Statements for afurther description of our segments.

In segment discussions, we present adjusted revenues"adjusted revenues" and "pre-tax adjusted income (loss) from operations," defined as income (loss) before income taxes excluding net realized investment gains (losses),results, amortization of acquired intangible assets, results of transitioning clients prior to 2020 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. Ratios presented in this segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations. See Note 2123 to ourthe Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of income before income taxes to pre-tax adjusted income from operations.

operations, as well as a reconciliation of total revenues to adjusted revenues. Note 23 to the Consolidated Financial Statements also explains that segment revenues include both external revenues and sales between segments that are eliminated in Corporate.

In these segment discussions, we also present "pre-tax adjusted margin," defined as pre-tax adjusted income (loss) from operations before taxes divided by adjusted revenues.

See the "Executive Overview" section of this MD&A Executive Overview beginning on page 42 for summarized financial results of each of our reporting segments.

Evernorth Segment

Integrated Medical Segment

The Integrated Medical segmentEvernorth includes a broad range of coordinated and point solution health services and capabilities, as well as those from partners across the businesses previously reportedhealthcare system, in "Global Health Care" except as follows: 1) international healthpharmacy solutions, benefits management solutions, care products are now reported in the International Markets segment; 2) mail order pharmacy business is now reported in the Health Services segment;delivery and 3) Medicare supplement business previously reported in "Global Supplemental Benefits" is now reported in Integrated Medical.

The business section of this Form 10-K (see the "Integrated Medical" section beginning on page 3) describes the various productscare management solutions and funding solutions offered by this segment, including the various revenue sources.intelligence solutions. As described in the introduction to Segment Reporting, above,Evernorth's performance of the Integrated Medical segment is measured using adjusted revenues and pre-tax adjusted income from operations. Key factors affecting profitability for this segment include:

customer growth;

revenues from integrated specialty products, including pharmacy services, sold to clients and customers across all funding solutions;

percentage of Medicare Advantage customers in plans eligible for quality bonus payments;

benefit expenses as a percentage of premiums (medical care ratio or "MCR") for our insured commercial and government businesses; and

selling, general and administrative expense as a percentage of adjusted revenues (expense ratio).

We adopted new accounting guidance for revenue recognition effective January 1, 2018. Prior year revenues along with adjusted margin and both the medical care and expense ratios for the Integrated Medical segment have been retrospectively adjusted to conform to this new basis of accounting. See Note 2 to the Consolidated Financial Statements for additional information.

56    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Financial Summary

 
 For the Years
Ended December 31,

 Change
Favorable
(Unfavorable)

 Change
Favorable
(Unfavorable)

 
(In millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016 
Adjusted revenues $32,791 $29,035 $27,395 $3,756 13%$1,640 6%
Pre-tax adjusted income from operations $3,502 $2,922 $2,592 $580  20%$330  13%
Adjusted pre-tax margin 10.7%10.1%9.5%60bps 60bps 
Medical care ratio  78.9% 81.0% 80.9% 210bps    (10)bps   
Expense ratio 24.7%24.1%24.8%(60)bps 70bps 


   As of December 31,  Increase
(Decrease)
  Increase
(Decrease)
(Dollars in millions, customers in thousands)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016
Unpaid claims and claim expenses – Integrated Medical $2,697 $2,420 $2,261 $277 11%$159 7%
Integrated Medical Customers                     
Commercial risk 1,911 1,792 1,561 119 7%231 15%
Government  1,407  1,235  1,015  172  14% 220  22%
Total risk 3,318 3,027 2,576 291 10%451 18%
Service  12,071  11,801  11,394  270  2% 407  4%
Total 15,389 14,828 13,970 561 4%858 6%

2018 versus 2017

Adjusted revenues increased, primarily due to customer growth in our Commercial and Government segments including contributions from specialty products. Also contributing to the increase were higher premium rates across our businesses reflecting: 1) underlying medical cost trend; 2) the government's suspension of cost share reduction subsidies; and 3) resumption of the health insurance industry tax.

Pre-tax adjusted income from operations increased, reflecting improved margins in our Individual business and strong ongoing performance in our Commercial business, including increased contributions from specialty products.

Medical care ratio.   The medical care ratio decreased, reflecting the pricing impact of resumption of the health insurance industry tax and improvement from our Individual business.

Expense ratio.   The expense ratio increased, reflecting resumption of the health insurance industry tax and ongoing investments in growth and innovation, partially offset by higher revenues.

2017 versus 2016

Adjusted revenues increased, primarily due to customer growth in our Commercial risk and Individual businesses, partially offset by lower customer enrollment in our Medicare Advantage business.

Pre-tax adjusted income from operations increased, reflecting higher earnings in both our Commercial and Government operating segments. The increase in the Commercial segment reflects customer growth including increased contributions from our specialty products. The Government segment's earnings growth reflects lower operating expenses related to the moratorium of the health insurance industry tax in 2017 and our 2016 CMS audit response as well as favorable claims experience in our Individual business, partially offset by lower customer enrollment in our Medicare Advantage business. Pre-tax adjusted income from operations included favorable prior year reserve development of $148 million for 2017; prior year reserve development in 2016 was not material.

Medical care ratio.   The medical care ratio remained fairly consistent, reflecting the 2017 moratorium on the health insurance industry tax offset by improved performance in our Government segment businesses and favorable prior year reserve development.

Expense ratio.   The expense ratio decreased, reflecting suspension of the health insurance industry tax in 2017 and lower costs related to our 2016 CMS audit response.

Other Items Affecting Integrated Medical Results

Unpaid Claims and Claim Expenses

Unpaid claims and claim expenses were higher as of December 31, 2018 compared with 2017 and were higher as of December 31, 2017 compared with 2016, primarily due to customer growth and medical cost trend. See Note 7 to our Consolidated Financial Statements for additional information.

CIGNA CORPORATION - 2018 Form10-K    57

Table of Contents

PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Medical Customers

A medical customer is defined as a person meeting any one of the following criteria:

is covered under a medical insurance policy, managed care arrangement or service agreement issued by us;

has access to our provider network for covered services under their medical plan; or

has medical claims that are administered by us.

Medical customers now include the Medicare Supplement business. For the Integrated Medical segment, medical customers excludes international health care customers.

Our medical customer base was higher at December 31, 2018 compared to December 31, 2017, primarily reflecting growth across our targeted Commercial markets as well as our Government segment businesses. Our medical customer base increased as of December 31, 2017 compared with 2016, reflecting growth across our Commercial and Government segments. The Government segment growth was primarily driven by our Medicare Supplement and Individual businesses, partially offset by declines in our Medicare Advantage business.

Health Services Segment

We established the Health Services segment to include the pharmacy benefit management ("PBM") and health services operations of Express Scripts effective with the acquisition, as well as Cigna's legacy mail order pharmacy business. As described in the introduction to Segment Reporting on page 56, performance of the Health Services Segment is measured using pre-tax adjusted income from operations.

The key factors that impact Health ServicesEvernorth's pharmacy revenues and pharmacy and other service costs of revenues are volume, mix of claims and price. These key factors are discussed further below. See Note 2 to the Consolidated Financial Statements included in this Form 10-K for additional information on revenue and cost recognition policies for this segment.

As our clients' claim volumes increase or decrease, our resulting revenues and cost of revenues correspondingly increase or decrease. Our gross profit could also increase or decrease as a result of changes in purchasing discounts.

The mix of claims generally considers the type of drug and distribution method used for dispensing and fulfilling. AsTypes of drugs can have an impact on our pharmacy revenues, pharmacy and other service costs and gross profit, including amounts payable under certain financial and performance guarantees with our clients. In addition to the types of drugs, the mix of drugs changes, our resulting pharmacy revenues and cost of revenues correspondingly may increase or decrease. The primary driver of fluctuations within our mix ofgeneric claims is the(i.e., generic fill rate.rate) also impacts our gross profit. Generally, higher generic fill rates reduce revenues, as generic drugs are typically priced lower than the branded drugs they replace. However, as ingredient cost paid to pharmacies on generic drugs is incrementally lower than the price charged to our clients, higher generic fill rates generally have a favorable impact on our gross profit. The home delivery generic fill rate is currently lower than the network generic fill rate as fewer generic substitutions are available among maintenance medications (such as therapies for chronic conditions) commonly dispensed from home delivery pharmacies as compared to acute medications that are primarily dispensed by pharmacies in our retail networks.

Furthermore, our gross profit differs among network, home delivery and specialty distribution methods and can impact our profitability.
Our client contract pricing is impacted by our ongoing ability to negotiate favorable contracts for pharmacy network, pharmaceutical and wholesaler purchasing and manufacturer rebates. WeAs we seek to improve the effectiveness of our
67


integrated solutions for the benefit of our clients, we are able to reduce the ratecontinuously innovating and improving affordability. Our gross profit could also increase or decrease as a result of drug price increases and, in some cases, lower our clients' prescription drug spend through our integrated set of solutions, including sharing of significant amounts of pharmaceutical manufacturer rebates with our clients. We refer to this as "management of the supply chain."purchasing contract initiatives implemented. Inflation also impacts our pricing because most of our contracts provide that we bill clients and pay pharmacies based on a generally recognized price index for pharmaceuticals. Therefore, the rate of inflation for prescription drugs and our efforts to manage this inflation for our clients can affectcontinues to be a significant driver of our revenues and cost of revenues.

revenues in the current environment.

In this MD&A, we present revenues and gross profit, as well as adjusted revenues and pre-tax adjusted incomegross profit, consistent with our segment reporting metrics, which exclude special items and, for periods prior to 2020, contributions from operations "excluding transitioning clients" in addition to those metrics including transitioning clients. As of December 31, 2019, the transition of these clients was substantially complete; therefore, beginning in 2020, we no longer exclude results of transitioning clients from our adjusted metrics. Additionally, for the year ended December 31, 2020, we recorded an adjustment related to a former client contract that was excluded from our adjusted metrics. See the "Key Transactions and Business Developments" section on page 46 of this Form 10-K MD&A for further discussion of transitioning clients and why we present this information.

Results of Operations

Financial SummaryFor the Years Ended December 31,Change Favorable
(Unfavorable)
Change Favorable
(Unfavorable)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Total revenues$131,912 $116,334 $109,794 $15,578 13 %$6,540 %
Less: Transitioning clients — (13,347)— N/M13,347 N/M
Less: Contractual adjustment for a former client (204)— 204 N/M(204)N/M
Adjusted revenues (1)
$131,912 $116,130 $96,447 $15,782 14 %$19,683 20 %
Gross profit$8,408 $7,797 $8,908 $611 %$(1,111)(12)%
Adjusted gross profit (1)
$8,408 $7,593 $6,984 $815 11 %$609 %
Pre-tax adjusted income from operations$5,818 $5,363 $5,092 $455 %$271 %
Pre-tax adjusted margin4.4 %4.6 %5.3 %(20)bps(70) bps
Adjusted expense ratio (2)
1.9 %1.9 %2.0 %bps(10) bps
For the Years Ended December 31,Change Favorable
(Unfavorable)
Change Favorable
(Unfavorable)
(Dollars and adjusted scripts in millions)2021202020192021 vs. 20202020 vs. 2019
Selected Financial Information (1)
Pharmacy revenue by distribution channel
Adjusted network revenues$64,992 $56,181 $41,483 16 %35 %
Adjusted home delivery and specialty revenues54,391 49,886 45,836 %%
Other pharmacy revenues6,428 5,403 4,900 19 %10 %
Total adjusted pharmacy revenues$125,811 $111,470 $92,219 13 %21 %
Adjusted fees and other revenues6,084 4,628 4,168 31 %11 %
Net investment income17 32 60 (47)%(47)%
Adjusted revenues$131,912 $116,130 $96,447 14 %20 %
Pharmacy script volume
Adjusted network scripts (3)
1,355 1,206 941 12 %28 %
Adjusted home delivery and specialty scripts (3)
283 287 283 (1)%%
Total adjusted scripts (3)
1,638 1,493 1,224 10 %22 %
Generic fill rate (4)
Network85.4 %87.4 %87.1 %(200)bps30 bps
Home delivery85.9 %85.2 %84.3 %70 bps90 bps
Overall generic fill rate85.5 %87.2 %86.8 %(170)bps40 bps
(1)Amounts exclude special items and for periods prior to 2020, contributions from transition clients for the year ended December 31, 2019.
(2)Adjusted expense ratio is calculated as selling, general and administrative expense excluding contributions from transition clients for the year ended December 31, 2019 as a percentage of adjusted revenues.
(3)Non-specialty network scripts filled through 90-day programs and home delivery scripts are multiplied by three. All other network and specialty scripts are counted as one script.
(4)Generic fill rate is defined as the total number of generic scripts divided by the total overall scripts filled.
68


Financial Summary

2021 versus 2020
   For the Years
Ended December 31,
  Change
Favorable
(Unfavorable)
  Change
Favorable
(Unfavorable)
 
(In millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016 
Total revenues $7,065 $4,241 $4,066 $2,824 67%$175 4%
Less: revenue contributions from transitioning clients  (459) -  -  (459) N/M  -  N/M 
Adjusted revenues $6,606 $4,241 $4,066 $2,365 56 $175 4 
Gross profit $604 $371 $344 $233  63 $27  8 
Gross profit excluding transitioning clients $531 $371 $344 $160 43 $27 8 
Pre-tax adjusted income from operations $380 $288 $268 $92  32%$20  7%
Pre-tax adjusted margin 5.8%6.8%6.6%(100)bps 20bps 
58    CIGNA CORPORATION - 2018 Form10-K

BackAdjusted network revenues increased, reflecting increased prices, due to Contents

PART II
ITEM 7. Management's Discussioninflation on branded drugs and Analysis of Financial Condition and Results of Operations

2018 versus 2017

Adjusted revenues increased,higher claims volume, primarily due to our collaboration with Prime Therapeutics. These increases were partially offset by claims mix due to an increase in the generic fill rate after excluding the impact of COVID-19 vaccines.

Adjusted home delivery and specialty revenues increased, reflecting higher specialty claims volume due in part to our collaboration with Prime Therapeutics, as well as increased prices, primarily due to inflation on branded drugs. These increases were partially offset by slightly lower home delivery claims volume.

Other pharmacy revenues increased, reflecting higher volume from our CuraScript Specialty Distribution business.

Adjusted fees and other revenues increased, reflecting customer growth from our services supporting benefits management solutions, including customer growth from certain fee based contractual arrangements and the acquisition of Express Scripts. Excluding the acquiredMDLIVE.

Adjusted gross profit and pre-tax adjusted income from operations increased, reflecting continued contract affordability improvements and business revenues increased slightly, reflecting increased utilization of specialty medications and higher prices.

growth. Pre-tax adjusted income from operations before taxesincrease was partially offset by strategic investments in expanding partnerships, new businesses and solutions, and digital technology.


The expense ratio was flat reflecting higher revenues as well as increased strategic investments in expanding partnerships, new businesses and solutions, and digital technology in the year ended December 31, 2021 offset by increased operating expenses due to client transitions in the year ended December 31, 2020.

2020 versus 2019

In the first quarter of 2020, U.S. Government operating segment customers transitioned to Express Scripts' retail pharmacy network. In the third quarter of 2019, U.S. Commercial operating segment customers transitioned to Express Scripts' retail pharmacy network.

Adjusted network revenues increased, reflecting the transition of Cigna Healthcare's customers, higher claims volume due to our collaboration with Prime Therapeutics and increased prices due to inflation on branded drugs. These favorable effects were partially offset by claims mix due to the acquisition of Express Scripts. Excludingincrease in the acquired business,generic fill rate.

Adjusted home delivery and specialty revenues increased, reflecting higher prices, due to inflation on branded drugs and higher home delivery and specialty claims volume. These increases were partially offset by claims mix due to an increase in the generic fill rate.
Adjusted gross profit and pre-tax adjusted income from operations increased, reflecting volumecustomer growth, due to increased specialty utilizationhigher adjusted pharmacy scripts volumes, continued contract affordability improvements and net savings related to managementthe favorable impact of supply chain.

2017 versus 2016

Adjusted revenues increased, reflecting increased Commercial customers, specialty medication pricesclaims mix as a result of the types of drugs dispensed, the distribution method used for dispensing and utilization (e.g., certain injectables), offset by lower oral medication volumesfulfilling and Medicare customers.

an increase in the generic fill rate. Pre-tax adjusted income from operations before taxes increased,increase was partially offset by an increase in operating expenses due to client transitions.

The expense ratio was lower, reflecting higher revenues and increased operating expenses due to client transitions.
Cigna Healthcare Segment
Cigna Healthcare includes Cigna's U.S. Commercial, customer growth including increased margin contributions from specialty medications.

International Markets Segment

As described in the business section of this Form 10-K, theU.S. Government and International Markets segment includes supplementalHealth businesses, which provide comprehensive medical and coordinated solutions to clients and customers to support whole-person health lifeneeds. U.S. Commercial products and accident business previously reported in the "Global Supplemental Benefits" segment, exceptservices 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 business thatand 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 organization. The Cigna Healthcare segment is now reported incomprised of the Integratedpreviously named U.S. Medical segment and certain internationalthe businesses to be retained from the previous International Markets segment. The addition of International Health to the Cigna Healthcare segment did not have a material impact on the business drivers which contributed to changes in run-off that are now reported in Group Disability and Other. International health care products previously reported in the "Global Health Care" segment are now reported in International Markets.

results of operations when comparing 2020 to 2019. As described in the introduction to Segment Reporting, on page 56, performance of the International MarketsCigna Healthcare segment is measured using adjusted revenues and pre-tax adjusted income from operations. Key factors affecting pre-tax adjusted income from operationsresults for this segment are:

include:
premium growth, including new business and customer retention;

growth;
benefit expensesrevenue growth;
percentage of Medicare Advantage customers in plans eligible for quality bonus payments;
medical costs as a percentage of premiums (loss ratio);

selling, general and administrative expense and acquisition expense as a percentage of revenues (expense(medical care ratio and acquisition cost ratio); and

the impact of foreign currency movements.

Results of Operations

Financial Summary

   For the Years
Ended December 31,
  Change
Favorable
(Unfavorable)
  Change
Favorable
(Unfavorable)
 
(In millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016 
Adjusted revenues $5,366 $4,901 $4,537 $465 9%$364 8%
Pre-tax adjusted income from operations $735 $654 $538 $81  12%$116  22%
Pre-tax adjusted margin 13.7%13.3%11.9%40bps 140bps 
Loss ratio  57.4% 57.5% 60.0% (10)bps    250bps   
Acquisition cost ratio 13.1%12.8%12.9%30bps 10bps 
Expense ratio (excluding acquisition costs)  18.9% 19.7% 19.1% (80)bps    (60)bps   

2018 versus 2017

Adjusted revenues increased primarily due to business growth mainly in South Korea, Middle East, Hong Kong and Europe.

Pre-tax adjusted income from operations increased primarily due to business growth, largely in South Korea, and a lower expense ratio, partially offset by a less favorable acquisition cost ratio.

The segment'sloss ratio decreased slightly, reflecting favorable claims experience in South Korea and Europe, largely offset by unfavorable claims experience in North America and other Asian markets.

Theacquisition cost ratio increased due to higher amortization primarily in Korea and Taiwan.

The decrease in theexpense ratio (excluding acquisition costs) was primarily driven by lower value added tax and disciplined expense management.

CIGNA CORPORATION - 2018 Form10-K    59

Back to Contents

PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

2017 versus 2016

Adjusted revenues were higher primarily due to business growth mainly in South Korea and the Middle East.

Pre-tax adjusted income from operations increased primarily due to business growth, largely in South Korea, and lower loss ratios, partially offset by higher expense ratios.

The segment'sloss ratio decreased, reflecting favorable claims in South Korea and Europe.

Theacquisition cost ratio decreased slightly due to lower spending in certain markets.

The increase in theexpense ratio (excluding acquisition costs) was primarily driven by strategic investment in the Middle East and higher value added tax, partially offset by strong expense management.

Other Items Affecting International Markets Results

South Korea is the single largest geographic marketor "MCR") for our International Markets segment. South Korea generated 40% of the segment's revenuesinsured businesses; and 68% of the segment's pre-tax adjusted income from operations in 2018. In 2018, our International Markets segment operations in South Korea represented 5% of our consolidated revenues and 11% of consolidated pre-tax adjusted income from operations.

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Group Disability and Other

Group Disability and Other includes the results of the business previously reported in the "Group Disability and Life" segment and "Other Operations" comprising the corporate-owned life insurance ("COLI") business along with run-off of the following businesses: 1) reinsurance; 2) settlement annuity; and 3) the sold individual life insurance and annuity and retirement benefits businesses. In addition, certain international run-off business previously reported in the "Global Supplemental Benefits" segment is now reported in Group Disability and Other.

As described in the introduction of Segment Reporting on page 56, performance of Group Disability and Other is measured using pre-tax adjusted income from operations. Key factors affecting pre-tax adjusted income from operations are:

premium growth, including new business and customer retention;

net investment income;

benefit expenses as a percentage of premiums (loss ratio); and

selling, general and administrative expense as a percentage of adjusted revenues excluding(expense ratio).
Results of Operations
Financial SummaryFor the Years Ended December 31,Change Favorable
(Unfavorable)
Change Favorable
(Unfavorable)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Adjusted revenues$44,652 $41,135 $39,089 $3,517 %$2,046 %
Pre-tax adjusted income from operations$3,609 $4,031 $3,963 $(422)(10)%$68 %
Pre-tax adjusted margin8.1 %9.8 %10.1 %(170)bps(30)bps
Medical care ratio84.0 %78.3 %80.0 %(570)bps170 bps
Expense ratio21.0 %23.5 %23.4 %250 bps(10)bps

2021 versus 2020
Adjusted revenues increased, reflecting Medicare Advantage and Individual customer growth, higher premium rates due to anticipated underlying medical cost trend, higher net investment income (expense ratio).

Resultsand the absence of Operations

Financial Summary

   For the Years
Ended December 31,
  Change
Favorable
(Unfavorable)
  Change
Favorable
(Unfavorable)
 
(In millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016 
Adjusted revenues $5,061 $5,075 $5,108 $(14)-%$(33)(1)%
Pre-tax adjusted income from operations $529 $517 $275 $12  2%$242  88%
Pre-tax adjusted margin 10.5%10.2%5.4%30bps 480bps 

2018 versus 2017

Adjusted revenues decreased slightly,the 2020 premium relief programs for clients implemented in response to significantly lower than historical utilization as individuals deferred care due to the continued run-off of international business and lower life premiums, mostly offset by moderate growth in the group disability business and higher investment income.

COVID-19 pandemic.

Pre-tax adjusted income from operations decreased due to increased reflecting improved results in the life businessutilization of health care services by our customers, including increased direct costs of COVID-19 testing, treatment and run-off operations,vaccines; partially offset by unfavorable disability claims experience.

2017 versus 2016

Adjusted revenues were relatively flat, with higher net investment income, drivenincreased specialty contributions, the absence of the premium relief programs and the repeal of the health insurance industry tax. The impacts of COVID-19 remain uncertain and could vary significantly as discussed in the "COVID-19 Update" section of this MD&A.

The medical care ratio increased due to increased utilization of health care services by higher asset levelsour customers, including increased direct costs of COVID-19 testing, treatment and vaccines as well as the repeal of the health insurance industry tax; partially offset by cancelationsthe absence of the premium relief programs.
The expense ratio decreased, reflecting increased revenues, the repeal of the health insurance industry tax, favorable litigation developments and efficiencies from continued disciplined expense management.
2020 versus 2019
Adjusted revenues increased, reflecting Medicare Advantage and U.S. Commercial insured customer growth, as well as higher premium rates due to anticipated underlying medical cost trend and the resumption of the health insurance industry tax. These favorable effects were partially offset by the impact of 2020 premium relief programs for clients implemented in non-core specialty and association products.

response to significantly lower than historical utilization as individuals deferred care due to the COVID-19 pandemic.

Pre-tax adjusted income from operations increased, reflecting significantly improvednet favorable COVID-19 related impacts as well as U.S. Commercial insured and Medicare Advantage customer growth; partially offset by the resumption of the health insurance industry tax and less favorable prior period development. COVID-19 related impacts include deferral of care by our customers; partially offset by direct COVID-19 costs, costs of actions we have taken to support customers, providers and employees, and increased disenrollment resulting from the economic impacts of the pandemic.
The medical care ratio decreased driven by COVID-19 related impacts and the pricing effect of the health insurance industry tax. COVID-19 related impacts include deferral of care by our customers; partially offset by direct COVID-19 costs and premium relief programs extended to employer clients.
The expense ratio was flat reflecting higher insured revenues as well as efficiencies from continued disciplined expense management and the resumption of the health insurance industry tax.
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Medical Customers
A medical customer is defined as a person meeting any one of the following criteria:
is covered under a medical insurance policy, managed care arrangement or service agreement issued by us;
has access to our provider network for covered services under their medical plan; or
has medical claims that are administered by us.
As of December 31,Change Favorable
(Unfavorable)
Change Favorable
(Unfavorable)
(In thousands)2021202020192021 vs. 20202020 vs. 2019
Cigna Healthcare Medical Customers
Insured4,757 4,538 4,466 219 %72 %
U.S. Commercial2,166 2,141 2,114 25 %27 %
U.S. Government1,510 1,387 1,361 123 %26 %
International Health (1)
1,081 1,010 991 71 %19 %
Services only12,324 12,112 12,671 212 %(559)(4)%
U.S. Commercial11,688 11,485 12,073 203 %(588)(5)%
International Health (1)
636 627 598 %29 %
Total17,081 16,650 17,137 431 %(487)(3)%
(1)International Health excludes medical customers served by less than 100% owned subsidiaries and customers that are part of the businesses to be sold pursuant to the Chubb Transaction.

2021 versus 2020
Our medical customer base increased at December 31, 2021 compared with December 31, 2020 reflecting a higher customer base in our Middle Market, Select and International Health segments as well as our Individual business and Medicare Advantage plans; partially offset by a lower customer base in our National segment.
2020 versus 2019
Our medical customer base decreased at December 31, 2020 compared with December 31, 2019, reflecting a lower customer base in our Middle Market and National Accounts segments and increased disenrollment resulting from the economic impacts of the COVID-19 pandemic; partially offset by growth in our Select segment, Medicare Advantage plans and International Health.
Unpaid Claims and Claim Expenses
As of December 31,Change Increase (Decrease)Change Increase (Decrease)
(In millions)2021202020192021 vs. 20202020 vs. 2019
Unpaid claims and claim expenses – Cigna Healthcare$4,261 $3,695 $3,336 $566 15 %$359 11 %

2021 versus 2020

Our unpaid claims and claim expenses liability was higher as of December 31, 2021 compared with December 31, 2020, primarily due to Medicare Advantage and Individual customer growth and increased claim volumes.

2020 versus 2019

Our unpaid claims and claim expenses liability was higher as of December 21, 2020 compared with December 31, 2019, primarily due to Medicare Advantage and U.S. Commercial insured customer growth.
Other Operations
For 2021, 2020 and 2019, Other Operations includes International businesses to be sold, Corporate Owned Life Insurance ("COLI") and the Company's run-off operations. Prior to the sale of the Group Disability and Life business on December 31, 2020, Other Operations also included Cigna's Group Disability and Life business which offered group long-term and short-term disability and group life, accident, voluntary and specialty insurance products and services. Other Operations was previously named Group
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Disability and Other. As described in the introduction of Segment Reporting, performance of Other Operations is measured using adjusted revenues and pre-tax adjusted income from operations.
Results of Operations
Financial SummaryFor the Years Ended December 31,Change Favorable
(Unfavorable)
Change Favorable
(Unfavorable)
(Dollars in millions)2021202020192021 vs. 20202020 vs. 2019
Adjusted revenues$3,989 $8,446 $8,215 $(4,457)(53)%$231 %
Pre-tax adjusted income from operations$889 $966 $1,131 $(77)(8)%$(165)(15)%
Pre-tax adjusted margin22.3 %11.4 %13.8 %1,090 bps(240)bps

2021 versus 2020
Adjusted revenues decreased due to the sale of the Group Disability and Life business on December 31, 2020. Because the sold business constituted a significant portion of Other Operations, adjusted revenues substantially declined in 2021 compared to 2020.
Pre-tax adjusted income from operations also declined due to the sale of the Group Disability and Life Insurance business. That decrease was partially offset by an increase in earnings from the International businesses held for sale.
2020 versus 2019
Adjusted revenues increased, reflecting business growth in the International businesses held for sale and the sold Group Disability and Life business. Partially offsetting those favorable effects were lower net investment income in the sold Group Disability and Life business and unfavorable foreign currency movements in the International businesses held for sale.
Pre-tax adjusted income from operations decreased due to lower earnings in the sold Group Disability and Life business reflecting unfavorable life claims experience related to the COVID-19 pandemic, unfavorable disability claim experience and lower investment income, partially offset by favorable results in the group disabilityvoluntary products. Those unfavorable effects were partially offset by improved earnings in the International businesses held for sale reflecting improved margin and life segment.

60    CIGNA CORPORATION - 2018 Form10-K

Tablebusiness growth.

For the year ended, December 31, 2021, 86% of Contents

PART II
ITEM 7. Management's Discussionthe segment's adjusted revenues and Analysis89% of Financial Condition and Results of Operations

the segment's pre-tax adjusted income from operations was associated with International businesses held for sale.
Corporate

Corporate

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, compensation cost for stock options, 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.

Financial SummaryFor the Years Ended December 31,Change Favorable (Unfavorable)Change Favorable (Unfavorable)
(In millions)2021202020192021 vs. 20202020 vs. 2019
Pre-tax adjusted (loss) from operations$(1,339)$(1,552)$(1,824)$213 14 %$272 15 %

Financial Summary


2021 versus 2020
   For the Years
Ended December 31,
  Change
Favorable
(Unfavorable)
  Change
Favorable
(Unfavorable)
 
(In millions)  2018  2017  2016  2018 vs. 2017  2017 vs. 2016
 
Pre-tax adjusted loss from operations $(403)$(375)$(362)$(28)(7)%$(13)(4)%

2018 versus 2017

Pre-tax adjusted loss from operations was higher,lower, primarily reflecting lower interest expense due to highera lower average interest expense.

rate and lower levels of outstanding debt resulting from debt repayments.

2017 versus 2016

2020 versus 2019

Pre-tax adjusted loss from operations was higher,lower, primarily reflecting lower interest expense due to higher charitable contributions and operating expenses, partially offset by higher net investment income.

lower levels of debt.
INVESTMENT ASSETS

Investment Assets

The following table presents our investedinvestment asset portfolio excluding separate account assets as of December 31, 20182021 and 2017.December 31, 2020. Additional information regarding our investment assets and related accounting policies is included in Notes 2, 9, 10, 11, 12, 13 and 1214 to the Consolidated

72


Financial Statements. For comparisons of investment assets portfolio excluding separate account assets as of December 31, 2020 compared with December 31, 2019, please refer to the previously filed MD&A included in Part II, Item 7 of our Form 10-K for the year ended December 31, 2020.
(In millions)December 31,
2021
December 31, 2020
Debt securities$16,958 $18,131 
Equity securities603 501 
Commercial mortgage loans1,566 1,419 
Policy loans1,338 1,351 
Other long-term investments3,574 2,832 
Short-term investments428 359 
Total24,467 
Investments classified as assets of businesses held for sale (1)
(5,109)
Investments per Consolidated Balance Sheets$19,358 $24,593 
(1) Investments related to the international life, accident and supplemental benefits businesses that are held for sale. See Note 5 to the Consolidated Financial Statements.

Statements for additional information.
Debt Securities
(In millions)
 2018
 2017
Fixed maturities $22,928 $23,138
Equity securities  548  588
Commercial mortgage loans 1,858 1,761
Policy loans  1,423  1,415
Other long-term investments 1,901 1,518
Short-term investments  316  199
Total $28,974 $28,619

Fixed Maturities

Investments in fixed maturitiesdebt securities include publicly tradedpublicly-traded and privately placed debt securities,privately-placed bonds, mortgage and other asset-backed securities and preferred stocks redeemable by the investor. These investments are classified as available for sale and are carried at fair value on our balance sheet. Additional information regarding valuation methodologies, key inputs and controls is included in Note 1012 to ourthe Consolidated Financial Statements. More detailed information about fixed maturitiesdebt securities by type of issuer and maturity dates is included in Note 911 to ourthe Consolidated Financial Statements.

The following table reflects our fixed maturity portfolio of debt securities by type of issuer as of December 31, 20182021 and 2017.

December 31, 2020:
(In millions)December 31,
2021
December 31,
2020
Federal government and agency$387 $456 
State and local government171 167 
Foreign government2,616 2,511 
Corporate13,266 14,562 
Mortgage and other asset-backed518 435 
Total$16,958 $18,131 

(In millions)
 2018
 2017
Federal government and agency $710 $779
State and local government  985  1,287
Foreign government 2,362 2,487
Corporate  18,361  18,088
Mortgage and other asset-backed 510 497
Total $22,928 $23,138

The fixed maturityOur debt securities portfolio decreased during 2018,2021, reflecting decreaseda decrease in valuations due to increases in marketincreasing yields and weakening foreign currencies, partially offset by increased investment in fixed maturities. net sale activity.

As of December 31, 2018, $20.62021, $14.7 billion, or 90%87% of the fixed maturitiesdebt securities in our investment portfolio were investment grade (Baa and above, or equivalent), and the remaining $2.3 billion were below investment grade. The majority of the bonds that are below investment grade are rated at the higher end of the non-investment grade spectrum. These quality characteristics have not materially changed fromsince the prior year and areremain consistent with our investment strategy. Fixed maturity investments are diversified by issuer, geography, and industry as appropriate.

Foreign government obligations are concentrated in Asia, primarily South Korea, consistent with our risk management practice and local regulatory requirements of our international business operations. Corporate fixed maturities

Debt securities include private placement assets of $6$5.8 billion.

CIGNA CORPORATION - 2018 Form10-K    61

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

These investments are generally less marketable than publicly-traded bonds; however, yields on these investments tend to be higher than yields on publicly-traded bonds with comparable credit risk. We perform a credit analysis of each issuer and require financial and other covenants that allow us to monitor issuers for deteriorating financial strength and pursue remedial actions, if warranted.

In addition

Investments in debt securities are diversified by issuer, geography and industry. On an aggregate basis, the debt securities portfolio continues to amounts classifiedperform according to original investment expectations. However, due to the economic impacts of the COVID-19 pandemic, there are certain issuers, particularly within the aviation, energy and hospitality sectors, that have shown signs of distress, primarily in fixed maturities on our Consolidated Balance Sheets, we participate in an insurance joint venture in China in which we have a 50% ownership interest. We accountthe form of requests for this joint venture on the equity basis of accounting and report it in other assets. This entity had an investment portfolio of approximately $6.3 billion supporting this business that is primarily invested in Chinese corporate and government fixed maturities. temporary covenant relief. There were no investments with a material unrealized losslosses in any of these sectors as of the reporting date. We continue to monitor the economic environment and its effect on our portfolio and consider the impact of various factors in determining the allowance for credit losses on debt securities, which is discussed in Note 11 to the Consolidated Financial Statements.
Foreign government obligations are concentrated in Asia, primarily South Korea and Taiwan, consistent with our risk management practice and local regulatory requirements of our international business operations. We expect the amount of these foreign government
73


obligations to decrease significantly during 2022 upon the close of our sale of certain international businesses as discussed in Note 5 to the Consolidated Financial Statements.

Commercial Mortgage Loans
As of December 31, 2018.

Commercial Mortgage Loans

2021, the $1.6 billion commercial mortgage loan portfolio consisted of approximately 50 loans that are in good standing. Our commercial mortgage loans are fixed rate loans, diversified by property type, location and borrower. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash invested in the property generally ranging between 30 and 40%, we remain confident that the vast majority of borrowers will continue to perform as expected under their contract terms. For further discussion of the results and changes in key loan metrics, see Note 11 to the Consolidated Financial Statements.

Loans are secured by high quality commercial properties, located in strong institutional markets and are generally made at less than 70%65% of the property's value at origination of the loan. Property value, debt service coverage, quality, building tenancy and stability of cash flows are all important financial underwriting considerations. We hold no direct residential mortgage loans and do not originate or service securitized mortgage loans.

Commercial real estate capital markets remain very active

Our annual in-depth review of our commercial mortgage loan investments is the primary mechanism for well-leased,monitoring the overall quality rating of the mortgage portfolio. We completed the annual in-depth review in the second quarter of 2021 which included an analysis of each underlying property's most recent annual financial statements, rent rolls and operating plans, as well as a physical inspection of the property and a review of applicable market reports. The results of this annual review confirmed that the overall credit quality of our portfolio remains strong and was generally in line with the previous year's results.

COVID-19 has negatively impacted commercial real estate locatedfundamentals and capital market activity with concentrated weakness in strong institutional investment markets. The vast majority of properties securing the mortgages in ourhotels and regional malls. Our mortgage loan portfolio possess these characteristics.

As of December 31, 2018,is well diversified by property type and geography with no material exposure to hotels and no exposure to regional shopping malls. We continue to monitor the $1.9 billion commerciallong-term impacts surrounding the office sector fundamentals due to multiple headwinds that may impact future valuations: expanded work from home flexibility, shorter term leases, elevated tenant improvement allowances and corporate migration to lower cost states. Our mortgage loan portfolio consisted of approximately 66 loans thatsecured by office properties are all in good standing. Given the quality and diversity of the underlying real estate, positive debt service coverage and significant borrower cash investment generally ranging between 30 and 40%, we remain confident that borrowers will continue to perform as expected under their contract terms.

Other Long-term Investments

Other long-term investments of $1.9$3.6 billion as of December 31, 2021 included investments in securities limited partnerships and real estate limited partnerships, as well as direct investments in real estate joint ventures.ventures and other deposit activity that is required to support various insurance and health services businesses. The increase in other long-term investments of $0.7 billion since December 31, 2020 is primarily driven by net additional funding activity and value creation in the underlying investments. These limited partnership entities typically invest in mezzanine debt or equity of privately heldprivately-held companies (securities partnerships) and equity real estate. Given our subordinate position in the capital structure of these underlying entities, we assume a higher level of risk for higher expected returns. To mitigate risk, these investments are diversified across approximately 135210 separate partnerships and approximately 70110 general partners who manage one or more of these partnerships. Also, the underlying investments are diversified by industry sector or property type and geographic region. No single partnership investment exceeded 4% of our securities and real estate limited partnership portfolio.

Problem and Potential Problem Investments

"Problem" bondsIncome from our limited partnership investments is generally 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. Our net investment income increased significantly versus 2020 driven by the strong performance of assets underlying our limited partnership investments. The broad recovery since the beginning of the outbreak of the COVID-19 pandemic has resulted in strong corporate earnings and commercial mortgage loanshigher public and private asset valuations. We expect continued volatility in private equity and real estate fund performance going forward as fair market valuations are either delinquentadjusted to reflect market and portfolio transactions.


We participate in an insurance joint venture in China with a 50% ownership interest. We account for this joint venture under the equity method of accounting and report our share of the net assets of $1.0 billion in Other assets. Our 50% share of the investment portfolio supporting the joint venture's liabilities is approximately $8.4 billion as of December 31, 2021. These investments were comprised of approximately 75% debt securities, including government and corporate debt diversified by 60 days or more or have been restructured asissuer, industry and geography; 15% equities, including mutual funds, equity securities and private equity partnerships; and 10% long-term deposits and policy loans. Approximately 1% of the joint venture's investment assets are exposed to terms, including concessions by us for modificationprivate real estate property developers in the China market.We participate in the approval of interest rate, principal payment or maturity date. "Potential problem" bondsthe joint venture's investment strategy and commercial mortgage loans are considered current (no payment is more than 59 days past due), but management believes they have certain characteristics that increase the likelihood that they may become problems.

continuously review its execution. There were no significant problem or potential problem investments atwith a material unrealized loss as of December 31, 2018 and 2017.

2021.
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Investment Outlook

Despite the continued strength of the U.S. economy, concerns related to trade and tariffs and rising interest rates contributed to a return of financial market volatility and public equity market declines in 2018.

We continue to closelyactively monitor global macroeconomic conditionsthe economic impact of the pandemic, including supply chain, labor market and trends, including the uncertainty caused by the United Kingdom's decision to exit the European Union,inflation dynamics, as well as fiscal and monetary responses and their potential impact to our investmenton the portfolio. Certain sectors, such as retail, energy and natural gas have been volatile and we expect that to continue. Future realized and unrealized investment results will be driven largely by market conditions that exist when a transaction occurs or at the reporting date. These future conditions are not reasonably predictable; however, we believe that the vast majority of our investments will continue to perform under their contractual terms. Based on our strategy to match the duration of invested assets to the duration of insurance and contractholder liabilities, we expect to hold a significant portion of these assets for the long term.long-term. Although future impairment lossesdeclines in investment fair values resulting from interest rate movements and credit deterioration due to both investment-specific and the global economic uncertainties discussed above remain possible, we do not expect these losses to have a material adverse effect on our financial condition or liquidity.

MARKET RISK

Market Risk

Financial Instruments

Financial Instruments

Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Consistent with disclosure requirements, the following items have been excluded from this consideration of market risk for financial instruments:

changes in the fair values of insurance-related assets and liabilities because their primary risks are insurance rather than market risk;

changes in the fair values of investments recorded using the equity method of accounting and liabilities for pension and other postretirement and postemployment benefit plans (and related assets); and

changes in the fair values of other significant assets and liabilities, such as goodwill, deferred policy acquisition costs, taxes and various accrued liabilities. Because they are not financial instruments, their primary risks are other than market risk.
62    CIGNA CORPORATION - 2018 Form10-K

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Excluding these items, our primary market risk exposures from financial instruments are:

Interest-rate risk on fixed-rate, medium-term instruments. Changes in market interest rates affect the value of instruments that promise a fixed return.

Foreign currency exchange rate risk of the U.S. dollar, net of derivatives used for hedging, is primarily to the South Korean won, Euro, New Zealand dollar, Chinese yuan renminbi and Taiwan dollar.South Korean won. An unfavorable change in exchange rates reduces the carrying value of net assets denominated in foreign currencies.

Our Management of Market Risks

We predominantly rely on three techniques to manage our exposure to market risk:

Investment/liability matching. We generally select investment assets with characteristics (such as duration, yield, currency and liquidity) that correspond to the underlying characteristics of our related insurance and contractholder liabilities so that we can match the investments to our obligations. Shorter-term investments generally support shorter-term life and health liabilities. Medium-term, fixed-rate investments support interest-sensitive and health liabilities. Longer-term investments generally support products with longer pay outpayout periods such as annuities and long-term disability liabilities.

annuities.
Use of local currencies for foreign operations.operations. We generally conduct our international business through foreign operating entities that maintain assets and liabilities in local currencies. This technique limits exchange rate risk to our net assets.

Use of derivatives. We use derivative financial instruments to minimize certainreduce our primary market risks.

See Note 911 to ourthe Consolidated Financial Statements for additional information about derivative financial instruments.

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Effect of Market Fluctuations

Assuming a 100 basis point increase in interest rates and 10% strengthening in the U.S. dollar to foreign currencies, the effect of hypothetical changes in market rates or prices on the fair value of certain financial instruments, subject to the exclusions noted above (particularly insurance liabilities), would have been as follows as of December 31:

Market scenario for certain non-insurance financial instrumentsLoss in Fair Value
(in billions)20212020
100 basis point increase in interest rates (excluding long-term debt)$1.4 $1.4 
10% strengthening in U.S. dollar to foreign currencies$0.3 $0.4 

  Loss in fair value

Market scenario for certain non-insurance financial instruments (in billions)

  2018  2017

100 basis point increase in interest rates (excluding long-term debt)

 $1.6 $1.6

10% strengthening in U.S. dollar to foreign currencies

 $0.4 $0.5

The effect of a hypothetical increase in interest rates, primarily on fixed maturitiesdebt securities and commercial mortgage loans, was determined by estimating the present value of future cash flows using various models, primarily duration modeling. The impact of a hypothetical increase to interest rates at December 31, 2018 is consistent with the impact at December 31, 2017, which has been restated to exclude long-term debt, as discussed below.

In the event of a hypothetical 100 basis point increase in interest rates, the fair value of the Company's long-term debt would decrease approximately $2.4$2.9 billion at December 31, 20182021 and $0.5$3.0 billion at December 31, 2017. The impact at December 31, 2018 was greater than that at December 31, 2017 due to additional long-term debt issued in acquiring Express Scripts.2020. Changes in the fair value of our long-term debt do not impact our financial position or operating results. See Note 57 to ourthe Consolidated Financial Statements for additional information about the Company's debt.

The effect of a hypothetical strengthening of the U.S. dollar relative to the foreign currencies of certain financial instruments held by us was estimated to be 10% of the fair value of these instruments, translated to the U.S. dollar equivalent fair value.dollar. Our foreign operations hold investment assets, such as fixed maturities,debt securities, cash and cash equivalents that are generally invested in the currency of the related liabilities. The effect of a hypothetical 10% strengthening in the U.S. dollar to foreign currencies at December 31, 2018 is consistent with that at December 31, 2017.

CIGNA CORPORATION - 2018 Form10-K    63

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PART II
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk


ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained under the caption "Market Risk" in the MD&A section of this Form 10-K is incorporated by reference.

64    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

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ITEM 8. Financial Statements and Supplementary Data

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Report of Independent Registered Public Accounting Firm


To theBoard of Directors
and Shareholders of Cigna Corporation


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of Cigna Corporation and its subsidiaries (the "Company") as of December 31, 20182021 and 2017,2020, and the related consolidated statements of income, comprehensive income, changes in total equity and cash flows for each of the three years in the period ended December 31, 2018,2021, including the related notes (collectively referred to as the "consolidated financial statements").We also have audited the Company's internal control over financial reporting as of December 31, 2018,2021, based on criteria established inInternal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182021 and 2017,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20182021, based on criteria established inInternal Control - Integrated Framework(2013)issued by the COSO.


Basis for Opinions


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


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


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

As described in Management's Annual Report on Internal Control over Financial Reporting, management has excluded Express Scripts Holding Company ("legacy Express Scripts") from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018. We have also excluded legacy Express Scripts from our audit of internal control over financial reporting. Legacy Express Scripts is a wholly-owned subsidiary whose total assets and total revenues excluded from management's assessment and our audit of internal control over financial reporting represent 10% and 5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.


Definition and Limitations of Internal Control over Financial Reporting


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


77


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



/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 28, 2019


Critical Audit Matters


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

Goodwill Impairment Assessment - Evernorth and U.S. Government Reporting Units

As described in Note 18 to the consolidated financial statements, as of December 31, 2021, goodwill is primarily reported in the Evernorth segment ($35.1 billion) and the Cigna Healthcare segment ($10.7 billion), of which a portion of the goodwill balance for the Cigna Healthcare segment relates to the U.S. Government reporting unit. Management conducts its annual quantitative evaluation for goodwill impairment during the third quarter at the reporting unit level and writes it down through shareholders' net income if impaired. On a quarterly basis, management performs a qualitative impairment assessment to determine if events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Fair value of a reporting unit is generally estimated based on both a discounted cash flow analysis and a market approach using assumptions that management believes a hypothetical market participant would use to determine a current transaction price. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. A discount rate is selected to correspond with each reporting unit's weighted average cost of capital. Future cash flows for Evernorth are primarily driven by the forecasted gross margins of the business, as well as operating expenses and long-term growth rates. Future cash flows for the U.S. Government reporting unit is primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Evernorth and the U.S. Government reporting units is a critical audit matter are the significant judgment by management when estimating the fair value of the reporting units. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management's estimate of the reporting units' fair value determined using significant assumptions related to the discount rate, forecasted gross margins, and long-term growth rates for the Evernorth reporting unit and the discount rate, forecasted revenues, benefit expenses, operating expenses, and long-term growth rates for the U.S. Government reporting unit (collectively referred to as the "significant assumptions"). In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's goodwill impairment assessment, including controls over management's methodology, inputs and assumptions used in its goodwill impairment assessment of the Evernorth and the U.S. Government reporting units. These procedures also included, among others (i) testing management's process for determining the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis and market approach and (iv) evaluating the reasonableness of the significant assumptions. Evaluating the reasonableness of the significant assumptions involved consideration of (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit, as applicable. Professionals with specialized skill and knowledge were used to assist in the evaluation of the reasonableness of the discount rate and long-term growth rate significant assumptions.




/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 24, 2022

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

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ITEM 8. Financial Statements and Supplementary Data


78

Cigna Corporation
Consolidated Statements of Income



   For the years ended
December 31,
(In millions, except per share amounts)  2018  2017  2016
Revenues      
Premiums $36,113 $32,491 $30,824
Fees and other revenues 5,578 5,110 4,901
Pharmacy revenues  5,479  2,979  2,966
Net investment income 1,480 1,226 1,147
TOTAL REVENUES  48,650  41,806  39,838
Benefits and expenses      
Medical costs and other benefit expenses  27,528  25,263  24,341
Pharmacy and other service costs 4,793 2,456 2,468
Selling, general and administrative expenses  11,934  10,030  9,790
Amortization of acquired intangible assets 235 115 151
​ ​ ​ 
TOTAL BENEFITS AND EXPENSES  44,490  37,864  36,750
Income from operations 4,160 3,942 3,088
​ ​ ​ 
Interest expense and other  (498)  (252)  (278)
Debt extinguishment costs  (321) 
Net realized investment (losses) gains  (81)  237  169
Income before income taxes 3,581 3,606 2,979
TOTAL INCOME TAXES  935  1,374  1,136
Net income 2,646 2,232 1,843
Less: net income (loss) attributable to noncontrolling interests  9  (5)  (24)
SHAREHOLDERS' NET INCOME $2,637 $2,237 $1,867
​ ​ ​ 
Shareholders' net income per share         
Basic $10.69 $8.92 $7.31
Diluted $10.54 $8.77 $7.19
a
Cigna Corporation
Consolidated Statements of Income
For the Years Ended December 31,
(In millions, except per share amounts)202120202019
Revenues
Pharmacy revenues$121,413 $107,769 $103,099 
Premiums41,154 42,627 39,714 
Fees and other revenues9,962 8,761 9,363 
Net investment income1,549 1,244 1,390 
TOTAL REVENUES174,078 160,401 153,566 
Benefits and expenses
Pharmacy and other service costs117,553 103,484 97,668 
Medical costs and other benefit expenses33,562 32,710 30,819 
Selling, general and administrative expenses13,030 14,072 14,053 
Amortization of acquired intangible assets1,998 1,982 2,949 
TOTAL BENEFITS AND EXPENSES166,143 152,248 145,489 
Income from operations7,935 8,153 8,077 
Interest expense and other(1,208)(1,438)(1,682)
Debt extinguishment costs(141)(199)(2)
Gain (loss) on sale of business 4,203 — 
Net realized investment gains (losses)196 149 177 
Income before income taxes6,782 10,868 6,570 
TOTAL INCOME TAXES1,367 2,379 1,450 
Net income5,415 8,489 5,120 
Less: Net income attributable to noncontrolling interests50 31 16 
SHAREHOLDERS' NET INCOME$5,365 $8,458 $5,104 
Shareholders' net income per share
Basic$15.87 $23.17 $13.58 
Diluted$15.73 $22.96 $13.44 

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

66    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

79

Cigna Corporation
Consolidated Statements of Comprehensive Income



   For the years ended
December 31,
(In millions)  2018  2017  2016
Shareholders' net income $2,637 $2,237 $1,867
Shareholders' other comprehensive income (loss), net of tax         
Net unrealized (depreciation) on securities and derivatives (365) (37) (60)
Net translation (losses) gains on foreign currencies  (152)  304  (95)
Postretirement benefits liability adjustment 127 33 23
​ ​ ​ 
Shareholders' other comprehensive (loss) income, net of tax  (390)  300  (132)
Shareholders' comprehensive income 2,247 2,537 1,735
​ ​ ​ 
Comprehensive income attributable to noncontrolling interests         
Net income (loss) attributable to redeemable noncontrolling interests 9  (7)
Net (loss) attributable to other noncontrolling interests    (5)  (17)
Other comprehensive (loss) attributable to redeemable noncontrolling interests (15) (3) (10)
​ ​ ​ 
Total comprehensive (loss) attributable to noncontrolling interests  (6)  (8)  (34)
TOTAL COMPREHENSIVE INCOME $2,241 $2,529 $1,701
​ ​ ​ 
Cigna Corporation
Consolidated Statements of Comprehensive Income
For the Years Ended December 31,
(In millions)202120202019
Net income$5,415 $8,489 $5,120 
Other comprehensive income (loss), net of tax
Net unrealized appreciation (depreciation) on securities and derivatives(215)(75)957 
Net translation gains (losses) on foreign currencies(232)252 (59)
Postretirement benefits liability adjustment410 (105)(133)
Other comprehensive income (loss), net of tax(37)72 765 
Total comprehensive income5,378 8,561 5,885 
Comprehensive income (loss) attributable to noncontrolling interests
Net income attributable to redeemable noncontrolling interests19 14 11 
Net income attributable to other noncontrolling interests31 17 
Other comprehensive (loss) attributable to redeemable noncontrolling interests(14)(8)(5)
Total comprehensive income attributable to noncontrolling interests36 23 11 
SHAREHOLDERS' COMPREHENSIVE INCOME$5,342 $8,538 $5,874 

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

CIGNA CORPORATION - 2018 Form10-K    67

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ITEM 8. Financial Statements and Supplementary Data

80

Cigna Corporation
Consolidated Balance Sheets



   As of December 31,
(In millions, except per share amounts)  2018  2017
Assets    
Cash and cash equivalents $3,855 $2,972
Investments 2,045 2,136
Accounts receivable, net  10,473  3,155
Inventories 2,821 228
Other current assets  1,236  820

Total current assets

 20,430 9,311
Long-term investments  26,929  26,483
Reinsurance recoverables 5,507 5,763
Deferred policy acquisition costs  2,821  2,237
Property and equipment 4,562 1,563
Deferred tax assets, net    39
Goodwill 44,505 6,164
Other intangible assets  39,003  345
Other assets 1,630 1,431
Separate account assets  7,839  8,423
TOTAL ASSETS 153,226 61,759
​ ​ 
Liabilities      
Current insurance and contractholder liabilities 6,801 6,317
Pharmacy and service costs payable  10,702  305
Accounts payable 4,366 184
Accrued expenses and other liabilities  7,071  3,963
Short-term debt 2,955 240
​ ​ 

Total current liabilities

  31,895  11,009
Non-current insurance and contractholder liabilities 19,974 20,530
Deferred tax liabilities, net  9,453  
Other non-current liabilities 3,470 2,838
Long-term debt  39,523  5,199
Separate account liabilities 7,839 8,423
​ ​ 
TOTAL LIABILITIES  112,154  47,999
​ ​ 
Contingencies – Note 19    
Redeemable noncontrolling interests  37  49
Shareholders' equity    
Common stock (1)  4  74
Additional paid-in capital 27,751 2,940
Accumulated other comprehensive loss  (1,711)  (1,082)
Retained earnings 15,088 15,800
Less: treasury stock, at cost  (104)  (4,021)
​ ​ 
TOTAL SHAREHOLDERS' EQUITY 41,028 13,711
Noncontrolling interests  7  
​ ​ 
Total equity 41,035 13,711
​ ​ 
Total liabilities and equity $153,226 $61,759
​ ​ 
SHAREHOLDERS' EQUITY PER SHARE $107.71 $56.20
​ ​ 
Cigna Corporation
Consolidated Balance Sheets
As of December 31,
(In millions)20212020
Assets
Cash and cash equivalents$5,081 $10,182 
Investments920 1,331 
Accounts receivable, net15,071 12,191 
Inventories3,722 3,165 
Other current assets1,283 930 
Assets of businesses held for sale10,057 — 
Total current assets36,134 27,799 
Long-term investments18,438 23,262 
Reinsurance recoverables4,970 5,200 
Deferred policy acquisition costs677 3,385 
Property and equipment3,692 4,205 
Goodwill45,811 44,648 
Other intangible assets34,102 35,179 
Other assets2,728 2,687 
Separate account assets8,337 9,086 
TOTAL ASSETS$154,889 $155,451 
Liabilities
Current insurance and contractholder liabilities$5,318 $5,308 
Pharmacy and other service costs payable15,309 13,347 
Accounts payable6,655 5,478 
Accrued expenses and other liabilities7,322 8,515 
Short-term debt2,545 3,374 
Liabilities of businesses held for sale6,423 — 
Total current liabilities43,572 36,022 
Non-current insurance and contractholder liabilities12,563 16,844 
Deferred tax liabilities, net8,346 8,939 
Other non-current liabilities3,762 4,629 
Long-term debt31,125 29,545 
Separate account liabilities8,337 9,086 
TOTAL LIABILITIES107,705 105,065 
Contingencies — Note 2200
Redeemable noncontrolling interests54 58 
Shareholders' equity
Common stock (1)
4 
Additional paid-in capital29,574 28,975 
Accumulated other comprehensive loss(884)(861)
Retained earnings32,593 28,575 
Less: Treasury stock, at cost(14,175)(6,372)
TOTAL SHAREHOLDERS' EQUITY47,112 50,321 
Other noncontrolling interests18 
Total equity47,130 50,328 
Total liabilities and equity$154,889 $155,451 
(1)
Par value per share, $0.01 in 2018 and $0.25 in 2017;$0.01; shares issued, 381394 million in 2018as of December 31, 2021 and 296390 million in 2017;as of December 31, 2020; authorized shares, 600 million in 2018 and 2017.
million.

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

68    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

81

Cigna Corporation
Consolidated Statements of Changes in Total Equity



(In millions, except per share amounts)
 Common
Stock

 Additional
Paid-in
Capital

 Accumulated
Other
Comprehensive
Loss

 Retained
Earnings

 Treasury
Stock

 Shareholders'
Equity

 Non-controlling
Interests

 Total
Equity

 Redeemable
Non-controlling
Interests

Balance at December 31, 2015 $74 $2,859 $(1,250) $12,121 $(1,769) $12,035 $9 $12,044 $69
Cumulative effect of accounting for revenue recognition           (24)     (24)     (24)   
​ ​ ​ ​ ​ ​ ​ ​ ​ 
Balance at December 31, 2015, as retrospectively adjusted 74 2,859 (1,250) 12,097 (1,769) 12,011 9 12,020 69
2016 Activity                           
Effect of issuing stock for employee benefit plans  51  (123) 163 91  91 
Other comprehensive (loss)        (132)        (132)     (132)  (10)
Net income (loss)    1,867  1,867 (17) 1,850 (7)
Common dividends declared (per share: $0.04)           (10)     (10)     (10)   
Repurchase of common stock     (110) (110)  (110) 
Other transactions impacting noncontrolling interests     (18)           (18)  12  (6)  6
​ ​ ​ ​ ​ ​ ​ ​ ​ 
Balance at December 31, 2016 74 2,892 (1,382) 13,831 (1,716) 13,699 4 13,703 58
2017 Activity                           
Effect of issuing stock for employee benefit plans  51  (258) 455 248  248 
Other comprehensive income (loss)        300        300     300  (3)
Net income (loss)    2,237  2,237 (5) 2,232 
Common dividends declared (per share: $0.04)           (10)     (10)     (10)   
Repurchase of common stock     (2,760) (2,760)  (2,760) 
Other transactions impacting noncontrolling interests     (3)           (3)  1  (2)  (6)
​ ​ ​ ​ ​ ​ ​ ​ ​ 
Balance at December 31, 2017 74 2,940 (1,082) 15,800 (4,021) 13,711  13,711 49
2018 Activity                           
Cumulative effect of accounting for financial instruments and hedging   (10) 68  58  58 
Reclassification adjustment related to U.S. tax reform legislation        (229)  229             
Retirement of treasury stock (13) (529)  (3,498) 4,040    
Exchange of Old Cigna common stock  (58)  58                   
Acquisition of Express Scripts (see Note 3) 1 25,223    25,224 7 25,231 
Effect of issuing stock for employee benefit plans     59     (138)  206  127     127   
Other comprehensive (loss)   (390)   (390)  (390) (15)
Net income           2,637     2,637     2,637  9
Common dividends declared (per share: $0.04)    (10)  (10)  (10) 
Repurchase of common stock              (329)  (329)     (329)   
Other transactions impacting noncontrolling interests         (6)
Balance at December 31, 2018 $4 $27,751 $(1,711) $15,088 $(104) $41,028 $7 $41,035 $37
Cigna Corporation
Consolidated Statements of Changes in Total Equity
(In millions)Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive (Loss)Retained EarningsTreasury StockShareholders' EquityOther Non- controlling InterestsTotal
Equity
Redeemable Noncontrolling Interests
Balance at December 31, 2018$4 $27,751 $(1,711)$15,088 $(104)$41,028 $7 $41,035 $37 
Cumulative effect of adopting new lease accounting guidance (ASU 2016-02)0(15)(15)(15)
Effect of issuing stock for employee benefit plans555 0(104)451 451 
Other comprehensive income (loss)770 770 770 (5)
Net income5,104 5,104 5,109 11 
Common dividends declared (per share: $0.04)(15)(15)(15)
Repurchase of common stock(1,985)(1,985)(1,985)
Other transactions impacting noncontrolling interests— (6)(6)(8)
Balance at December 31, 2019$4 $28,306 $(941)$20,162 $(2,193)$45,338 $6 $45,344 $35 
Cumulative effect of adopting new credit loss guidance (ASU 2016-13)
(30)(30)(30)
Effect of issuing stock for employee benefit plans672 (90)582 582 
Other comprehensive income (loss)80 80 80 (8)
Net income8,458 8,458 17 8,475 14 
Common dividends declared (per share: $0.04)(15)(15)(15)
Repurchase of common stock(4,089)(4,089)(4,089)
Other transactions impacting noncontrolling interests(3)(3)(16)(19)17 
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 plans604 (93)511 511 
Other comprehensive income (loss)(23)(23)(23)(14)
Net income5,365 5,365 31 5,396 19 
Common dividends declared (per share: $4.00)(1,347)(1,347)(1,347)
Repurchase of common stock(7,710)(7,710)(7,710)
Other transactions impacting noncontrolling interests(5)(5)(20)(25)(9)
Balance at December 31, 2021$4 $29,574 $(884)$32,593 $(14,175)$47,112 $18 $47,130 $54 

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

CIGNA CORPORATION - 2018 Form10-K    69
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PART II
ITEM 8. Financial


Cigna Corporation
Consolidated Statements of Cash Flows
For the Years Ended December 31,
(In millions)202120202019
Cash Flows from Operating Activities
Net income$5,415 $8,489 $5,120 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization2,923 2,802 3,651 
Realized investment (gains) losses, net(196)(149)(177)
Deferred income tax (benefit)(220)(386)(313)
Gain on sale of business (4,203)— 
Debt extinguishment costs141 199 
Net changes in assets and liabilities, net of non-operating effects:
Accounts receivable(2,843)(1,496)(713)
Inventories(557)(504)149 
Deferred policy acquisition costs(267)(307)(242)
Reinsurance recoverable and Other assets(389)230 (277)
Insurance liabilities967 841 575 
Pharmacy and other service costs payable1,961 2,891 (192)
Accounts payable and Accrued expenses and other liabilities(77)1,346 1,343 
Other, net333 597 559 
NET CASH PROVIDED BY OPERATING ACTIVITIES7,191 10,350 9,485 
Cash Flows from Investing Activities
Proceeds from investments sold:
Debt securities and equity securities2,030 2,283 3,487 
Investment maturities and repayments:
Debt securities and equity securities1,628 1,519 1,825 
Commercial mortgage loans180 19 199 
Other sales, maturities and repayments (primarily short-term and other long-term investments)1,936 1,575 1,311 
Investments purchased or originated:
Debt securities and equity securities(3,553)(4,765)(4,282)
Commercial mortgage loans(327)(113)(307)
Other (primarily short-term and other long-term investments)(2,554)(1,924)(1,753)
Property and equipment purchases, net(1,154)(1,094)(1,050)
Acquisitions, net of cash acquired(1,833)(139)(153)
Divestiture, net of cash sold(61)5,592 — 
Other, net97 23 (11)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES(3,611)2,976 (734)
Cash Flows from Financing Activities
Deposits and interest credited to contractholder deposit funds153 1,023 955 
Withdrawals and benefit payments from contractholder deposit funds(168)(979)(1,097)
Net change in short-term debt975 60 (681)
Net proceeds on issuance of term loan 1,398 — 
Repayment of term loan (1,400)— 
Payments for debt extinguishment(136)(212)(3)
Repayment of long-term debt(4,578)(8,047)(4,491)
Net proceeds on issuance of long-term debt4,260 3,465 — 
Repurchase of common stock(7,742)(4,042)(1,987)
Issuance of common stock326 376 224 
Common stock dividend paid(1,341)(15)(15)
Other, net39 (160)(92)
NET CASH (USED IN) FINANCING ACTIVITIES(8,212)(8,533)(7,187)
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash(65)41 (8)
Net (decrease) increase in cash, cash equivalents and restricted cash(4,697)4,834 1,556 
Cash, cash equivalents and restricted cash January 1, (1)
10,245 5,411 3,855 
Cash, cash equivalents and restricted cash, December 31,5,548 10,245 5,411 
Cash reclassified to assets of businesses held for sale(425)— (743)
Cash, cash equivalents and restricted cash December 31, per Consolidated Balance Sheets (2)
$5,123 $10,245 $4,668 
Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds$2,240 $1,837 $1,776 
Interest paid$1,253 $1,439 $1,645 
(1) Includes $743 million reported in Assets of businesses held for sale as of January 1, 2020.
(2) Restricted cash and Supplementary Data

cash equivalents were reported in Other long-term investments as of December 31, 2021 and December 31, 2020 and were reported in Other long-term investments and Other assets as of December 31, 2019.

Cigna Corporation
Consolidated Statements of Cash Flows

 
 For the years ended December 31,
(In millions)  2018  2017  2016
Cash Flows from Operating Activities      
Net income $2,646 $2,232 $1,843
Adjustments to reconcile net income to net cash provided by operating activities:      

Depreciation and amortization

  695  566  610

Realized investment losses (gains), net

 81 (237) (169)

Deferred income tax (benefit) expense

  (101)  242  74

Debt extinguishment costs

  321 

Net changes in assets and liabilities, net of non-operating effects:

         

Accounts receivable

 705 (233) 663

Inventories

  (107)  (72)  30

Deferred policy acquisition costs

 (237) (282) (213)

Reinsurance recoverable and other assets

  (234)  115  246

Insurance liabilities

 560 506 683

Pharmacy and service costs payable

  (842)  35  (46)

Accounts payable and accrued expenses and other liabilities

 332 696 171

Other, net

  272  197  134
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,770 4,086 4,026
Cash Flows from Investing Activities         
Proceeds from investments sold:      

Fixed maturities and equity securities

  2,655  2,012  1,544
Investment maturities and repayments:      

Fixed maturities and equity securities

  2,151  2,051  1,755

Commercial mortgage loans

 215 335 316
Other sales, maturities and repayments (primarily short-term and other long-term investments)  734  1,702  1,431
Investments purchased or originated:      

Fixed maturities and equity securities

  (5,637)  (5,628)  (5,191)

Commercial mortgage loans

 (312) (430) (165)

Other (primarily short-term and other long-term investments)

  (1,189)  (1,065)  (1,698)
Property and equipment purchases, net (528) (471) (461)
Acquisitions, net of cash acquired  (24,455)  (209)  (4)
Other, net (12)  (101)
NET CASH (USED IN) INVESTING ACTIVITIES  (26,378)  (1,703)  (2,574)
​ ​ ​ 
Cash Flows from Financing Activities      
Deposits and interest credited to contractholder deposit funds  1,040  1,230  1,460
Withdrawals and benefit payments from contractholder deposit funds (1,151) (1,363) (1,362)
Net change in short-term debt  1,487  80  (148)
Payments for debt extinguishment  (313) 
Repayment of long-term debt  (131)  (1,250)  
Net proceeds on issuance of long-term debt 22,856 1,581 
Repurchase of common stock  (342)  (2,725)  (139)
Issuance of common stock 68 131 36
Other, net  (312)  (22)  (72)
​ ​ ​ 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 23,515 (2,651) (225)
​ ​ ​ 
Effect of foreign currency rate changes on cash and cash equivalents  (24)  55  (10)
​ ​ ​ 
Net increase (decrease) in cash and cash equivalents 883 (213) 1,217
Cash and cash equivalents, January 1,  2,972  3,185  1,968
​ ​ ​ 
Cash and cash equivalents, December 31, $3,855 $2,972 $3,185
​ ​ ​ 
Supplemental Disclosure of Cash Information:         

Income taxes paid, net of refunds

 $1,019 $1,036 $1,064

Interest paid

 $267 $240 $244

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

70    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data


83

Notes to the Consolidated Financial Statements

Table of Contents



CIGNA CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

84
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PART II
ITEM 8. Financial Statements and Supplementary Data


Note 1

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 serviceservices organization dedicated towith a mission of helping those we serve improve their health, well-being and peace of mind.mind by making health care affordable, predictable and simple. Our evolved strategy in support of our mission isGo Deeper, Go Local, Go Beyond usingsubsidiaries offer a differentiated set of pharmacy, medical, pharmacy,behavioral, dental disability, life and accident insurance and relatedsupplemental products and services offered by our subsidiaries.

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 and Medicaid products and health, life and accident insurance coverages to individuals in the United States and selected international markets. In addition to these ongoing operations, Cigna also has certain run-off operations.

As described more fully in Note 3, on March 8, 2018,

Details of the CompanyCompany's reporting segments and recent changes are provided below:
We entered into a mergerdefinitive agreement with Express Scripts Holding Companyin October 2021 to sell our life, accident and supplemental benefits businesses in seven countries to Chubb INA Holdings, Inc. ("Express Scripts"Chubb") for $5.75 billion cash (the "Chubb Transaction"). Following entry intoSee Note 5 for further information on the merger agreement and throughoutclassification of these businesses as held for sale. In connection with the pendency of the transaction, Cigna and Express Scripts designed integration plans to implement a new management andpending Chubb Transaction, we revised our business reporting structure for the combined company immediately upon closing. On December 20, 2018, Cigna completed the acquisition of Express Scripts.structure. As a result,such, we adjusted our segments have changed as described below,segment reporting effective in the fourth quarter of 2018. Financial data2021 so that the results previously reported in the International Markets segment are now reported as follows:
The businesses to be retained by Cigna are now reported in the newly created International Health operating segment that will be aggregated with our existing U.S. Commercial and U.S. Government operating segments in the renamed Cigna Healthcare reporting segment (previously named U.S. Medical segment).

The businesses to be sold pursuant to the Chubb Transaction are now reported in Other Operations.

Segment results for all prior periods presented wasthe years ended December 31, 2020 and 2019 have been restated to reflect thisconform to the new segment presentation.

Integrated Medical offerspresentation (see Note 23). A full description of our segments follows:


Evernorth includes a varietybroad range of coordinated and point solution health services and capabilities, as well as those from partners across the health care system, in pharmacy solutions, benefits management solutions, care delivery and care management solutions and intelligence solutions, 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 employersclients and individuals.

Thecustomers. U.S. Commercial operating segment serves employers (also referred to as "clients") products and their employees (also referred to as "customers") and other groups. This segment provides deeply integrated medical and specialty offerings includingservices include medical, pharmacy, dental, behavioral health, anddental, vision, health advocacy programs and other products and services tofor insured and self-insured clients.

Thecustomers. U.S. Government operating segment offers solutions include Medicare Advantage, Medicare Supplement and Medicare Part D plans to Medicare-eligible beneficiaries as well as Medicaid plans. This operating segment also offersfor seniors and individual health insurance coverage to individual customersplans both on and off the public exchanges. This segment includes the acquired Express Scripts' Medicare Part D business.

International Health Services includes pharmacy benefits management ("PBM"), pharmacy home delivery, and certain medical management services. This segment includes Express Scripts' business from the date of acquisition with the exception of Express Scripts' Medicare Part D business that is reported in the Government operating segment.

International Markets includes supplemental health, life and accident insurance products andsolutions include health care coverage in our international markets, as well as health care benefits tofor globally mobile individuals and employees of multinational organizations.

The Cigna Healthcare segment is comprised of the previously named U.S. Medical segment and the businesses to be retained from the previous International Markets segment.

Other Operations contains the remainder of our business operations, are reported inGroup Disability and Other,consisting of the following:

Group Disability and Life provides group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.

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 seven countries to be sold pursuant to the Chubb Transaction.
Group Disability and Life. Prior to the sale of the U.S. Group Disability and Life business on December 31, 2020, this operating segment provided group long-term and short-term disability, group life, accident, voluntary and specialty insurance products and related services.
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 business in run-off.

85


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

Certain international run-off businesses

Other Operations was previously named Group Disability and Other.
Corporatereflects 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, interest on uncertain tax positions,operations), certain litigation matters, compensation cost for stock options and related excess tax benefits, 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

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"). The Company adopted Article 5 of Regulation S-X issued by the Securities and Exchange Commission effective December 31, 2018 in conjunction with the acquisition of Express Scripts. As a result, the Company now presents current assets and liabilities on its balance sheet. The Company reclassified realized investment gains (losses) from revenue and now reports them below income from operations with interest expense in our Consolidated Statements of Income, in conformity with Article 5. Prior years' information was reclassified to conform to this new presentation.

Amounts recorded in the Consolidated Financial Statements necessarily reflect management's estimates and assumptions about medical costs, investment valuation,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. Certain reclassifications have been made to prior year amounts to conform to the current presentation.

Variable interest entities.   See Note 11 for a discussion of variable interest entities.

72    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Recent Accounting Guidance


Recent Accounting Pronouncements
Accounting Standard and Adoption DateRequirements and Effects of Adopting New Guidance
GUIDANCE ADOPTED JANUARY 1, 2018
Revenue from Contracts with Customers (Accounting Standards Update ("ASU") 2014-09 and related amendments)Requires:

Revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services

Additional revenue-related disclosures

Effects of adoption:

Applies to the Company's service and pharmacy contracts with customers

Adopted through full retrospective restatement

Cumulative-effect adjustment of $24 million after-tax was recorded, reducing the December 31, 2015 balance of retained earnings. This adjustment establishedThere were no new accounting standards adopted during the year ended December 31, 2021 that had a contract liability for service fee revenue billed that must be deferred and allocated to services performed after a customer contract terminates. Subsequent changes in the contract liability and the related impact to net income and per share amounts since adoption were immaterial.

Immaterial reclassifications were made to prior periods in the Consolidated Statements of Income to conform to the current presentation. The ASU and related interpretive guidance provide clarification on topics including whether all or a part of a contract is within its scope, and the definition of a customer. Companies are required to identify and evaluate distinct performance obligations within their contracts. These clarifications resulted in reclassifications within the Integrated Medical segment affecting premiums, fees and other revenues, benefit expenses, and selling, general and administrative expenses and had no impact on revenue recognition patterns or net income.

Expedients and exemptions elected:

Incremental costs of obtaining service and pharmacy contracts for short-term arrangements are expensed as incurred.

The Company does not disclose information about the aggregate amount of transaction price allocated to remaining performance obligations as its contracts are either short-term, or the remaining transaction price consists of variable consideration that relates specifically to wholly unsatisfied future periods of service. See the discussion of the Company's accounting policies for fees and pharmacy revenues beginning on page 79.

Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01)Requires:

Entities to measure equity investments at fair value in net income if they are neither consolidated nor accounted for under the equity method

Effects of adoption:

Certain limited partnership interests previously carried at cost of approximately $200 million were increased to fair value of approximately $275 million on January 1, 2018. Subsequent changes in fair value are reported in net investment income.

Changes in fair value for equity securities having a readily determinable fair value that were previously reported in accumulated other comprehensive income ("AOCI") are now reported in net realized investment gains (losses).

Cumulative-effect adjustment of $62 million after-tax was recorded, increasing the opening balance of retained earnings in 2018.

See Notes 9 and 10 for updated disclosures about equity securities.

CIGNA CORPORATION - 2018 Form10-K    73

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PART II
ITEM 8. Financial Statements and Supplementary Data

Accounting Standard and Adoption dateRequirements and Effects of Adopting New Guidance
GUIDANCE ADOPTED JANUARY 1, 2018
Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12)

Early adopted as of January 1, 2018
Guidance:

Relaxes eligibility requirements for financial and nonfinancial hedging strategies for hedge accounting and changes how companies assess effectiveness

Amends presentation and disclosure requirements to improve transparency about the uses and results of hedging programs

Effects of adoption:

An immaterial amount of retained earnings was reclassified to AOCI, decreasing the opening balance in 2018, for a portion of the hedging instruments that was previously excluded from the assessment of hedge effectiveness for fair value hedges.

See Note 9 for the Company's disclosures about derivatives.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02)

Early adopted as of January 1, 2018
Guidance:

Allows companies to reclassify the tax effects stranded in AOCI to retained earnings as a result of H.R.1, An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (referred to throughout this Form 10-K as "U.S. tax reform" or "U.S. tax reform legislation")

Requires additional disclosures of the Company's accounting policy for releasing income tax effects from AOCI

Allows companies to apply the guidance retrospectively or in the period of adoption

Effects of adoption: AOCI of $229 million was reclassified to retained earnings, increasing the opening balance in 2018. See Note 12 for additional information including accounting policy disclosures.

In addition to these standards, the Company adopted the following guidance in first quarter 2018 with no material impact toon our consolidated financial statements: Intra-Entity Transfers of Assets Other than Inventory (ASU 2016-16), Clarifying the Definition of a Business (ASU 2017-01), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), Statement of Cash Flows: Restricted Cash (ASU 2016-18), Gains and Losses from the Derecognition of Nonfinancial Assets (ASU 2017-05), and Stock Compensation Scope of Modification Accounting (ASU 2017-09).


statements.

Accounting Guidance Not Yet Adopted

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and related amendments
Permits optional expedients and exceptions to simplify the accounting for contract modifications, hedging arrangements and held-to-maturity investments, when certain changes are made to a contract or instrument to facilitate reference rate reform and the discontinuation of reference interbank offered rates, including LIBOR.
An entity may elect to apply the amendments, by topic or subsection, at any point prospectively through December 31, 2022. When elected, the optional expedients must be applied consistently for all eligible contracts or transactions.
The Company has performed a comprehensive evaluation of our exposures and does not believe the cessation of LIBOR will materially impact our operations or financial results, primarily because many of the Company's contracts contain contractual fallback language for a new benchmark rate or the underlying exposure is minimal.
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Accounting Standard and Effective DateRequirements and Expected Effects of New Guidance Not Yet Adopted
Leases (ASU 2016-02 and related amendments)

Required as of January 1, 2019
Requires:

Balance sheet recognition of assets and liabilities arising from leases, including leases embedded in other contracts

Additional disclosures of the amount, timing and uncertainty of cash flows from leases

Modified retrospective approach for leases in effect as of and after the date of adoption with a cumulative-effect adjustment recorded in retained earnings

Expected effects:

The Company will adopt this ASU in the first quarter of 2019 on a modified retrospective basis and will not restate comparative periods. While we are still finalizing our adoption procedures, we estimate the primary impact to our Consolidated Balance Sheet will be an increase to assets and liabilities of approximately $700 million for the right-of-use asset and corresponding lease liability related to existing operating leases. We do not expect the impact to retained earnings to be material.

The Company elected the optional practical expedient to retain the current classification of leases, and therefore, we do not expect a material impact to the Consolidated Statements of Income or Cash Flows.

The Company has implemented a new lease system and developed requisite changes to internal controls over financial reporting.

The Company is continuing to work to develop required disclosures.

The Company adopted this new guidance as of the effective date and will not present comparative periods in the financial statements, as recently allowed.

74    CIGNA CORPORATION - 2018 Form10-K

BackTargeted Improvements to Contents

PART II
ITEM 8. Financial Statementsthe Accounting for Long-Duration Contracts (ASU 2018-12) and Supplementary Data

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 rollforwards 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 income 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 income.
Expected effects:
The new guidance will apply to our long-duration insurance products predominantly within the Other Operations and Cigna Healthcare segments.
The Company developed a cross-functional implementation project plan and is executing on the necessary significant 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 shareholder's equity.
Although we continue to evaluate the new requirements of the standard and model their impacts across various products, we are unable to project or estimate the magnitude or frequency of expected changes to our financial results. However, 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.

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Accounting Standard and Effective DateRequirements and Expected Effects of New Guidance Not Yet Adopted
Measurement of Credit Losses on Financial Instruments (ASU 2016-13)

Required as of January 1, 2020, with early adoption permitted as of January 1, 2019
Requires:

A new approach using expected credit losses to estimate and recognize credit losses for certain financial instruments such as mortgage loans, reinsurance recoverables and other receivables when such instruments are first originated or acquired.

Changes in the criteria for impairment of available-for-sale debt securities

Adoption using a modified retrospective approach with a cumulative-effect adjustment recorded in retained earnings

Expected effects:

The Company is continuing to evaluate this new standard and its effects on our financial statements and disclosures. We expect to adopt the standard as of January 1, 2020.

An additional allowance for future expected credit losses for certain financial instruments may be required at adoption.

Simplifying the Test for Goodwill Impairment (ASU 2017-04)

Required as of January 1, 2020, with early adoption permitted as of January 1, 2017
Guidance:

Simplifies the accounting for goodwill impairment by eliminating the need to determine the fair value of individual assets and liabilities of a reporting unit to measure a goodwill impairment

Redefines the amount of goodwill impairment to equal the amount by which a reporting unit's carrying value exceeds its fair value, limited to the total amount of goodwill of the reporting unit

Requires prospective adoption

Expected effects:

The Company is evaluating this new standard and its expected timing of adoption.

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

Required as of January 1, 2021
Requires (for insurance entities that issue long-duration contracts):

Cash flow assumptions used to measure the liability for future policy benefits for traditional and limited-pay contract to be reconsidered at least annually with any changes reflected in net income.

Discount rate assumptions to be reviewed quarterly (based on an upper-medium grade (low credit risk) fixed-income instrument yield that maximizes the use of observable market inputs) with any changes reflected in other comprehensive income.

Deferred policy acquisition costs to be amortized on a constant-level basis over the expected term of the related contract.

Fair value measurement of all market risk benefits.

Additional disclosures, including liability rollforwards and information about significant inputs, judgments, assumptions and methods used in measurement.

Transition methods at adoption vary:

Changes to the liability for future policy benefits will use a modified retrospective approach (applied to all contracts on the basis of their carrying amounts as of the beginning of the earliest period presented), with an option to elect a full retrospective transition under certain criteria.

Deferred policy acquisition costs are to be transitioned consistent with the method applied to the liability for future policyholder benefits.

Market risk benefits are required to transition using retrospective application.

Expected effects:

The Company is evaluating the impact of this newly-issued guidance, but it is expected to have a significant impact on our processes, controls, systems and financial results. The new guidance will apply to insurance products predominantly sold in the International Markets segment and Group Disability and Other.

CIGNA CORPORATION - 2018 Form10-K    75

Table of Contents

PART II
ITEM 8. Financial Statements and Supplementary Data


Significant Accounting Policies

The Company's accounting policies are described either in this Note or in the applicable Notes to the Consolidated Financial Statements as indicatedlisted in the table below.

of contents.
A.Cash and Cash Equivalents
Note
Number
 
Footnote and policy
 Page
4 Earnings per share 83
7 Insurance and contractholder liabilities 86
 

Contractholder deposit funds

 86
 

Future policy benefits

 86
 

Liabilities for unpaid claims and claim expenses – Integrated Medical

 87
 

Liabilities for unpaid claims and claim expenses – International Markets and Group Disability and Other

 88
8 Reinsurance 91
 

GMDB

 92
 

GMIB

 92
9 Investments, derivatives, investment income and gains and losses 93
 

Fixed maturities

 93
 

Equity securities

 95
 

Commercial mortgage loans

 95
 

Other long-term investments

 96
 

Short-term investments and cash equivalents

 96
 

Derivative financial instruments

 97
 

Net investment income

 98
 

Realized investment gains and losses

 98
10 Fair value measurements 98
 

Fixed maturities, equity securities, short-term investments and derivatives

 100
 

 Separate accounts

 101
  

Commercial mortgage loans

 102
  

Long-term debt

 102
11 Variable interest entities 103
13 Pension and other postretirement benefit plans 104
14 Employee incentive plans 108
15 Goodwill, other intangibles and property and equipment 110
18 Income taxes 113
19 Contingencies and other matters 115

A.        Cash and Cash Equivalents

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

B.        Accounts Receivable, Net

The following amounts are included within accounts receivable, net:

B.Inventories
(In millions)  2018  2017
Insurance customer receivables $1,888 $1,818
Noninsurance customer receivables  4,988  441
Pharmaceutical manufacturers receivable (1) 3,321 645
Other receivables  276  251
Total accounts receivable, net $10,473 $3,155
(1)
Includes $406 million at December 31, 2018 and $336 million at December 31, 2017 of receivables under noninsurance customer contracts.

These accounts receivable balances primarily include amounts due from clients, third-party payors, customers and pharmaceutical manufacturers. Receivables totaling $1.2 billion related to the acquired Express Scripts business are unbilled as of December 31, 2018 and are typically billed to PBM clients within 30 days based on contractual billing schedules. Unbilled receivables for medical benefit management

76    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

services represent amounts due from clients at contracted rates, and are billed when settlement provisions for capitated risk contracts are met, at least annually.

The receivables balances above are reported net of allowances for doubtful accounts of $217 million as of December 31, 2018 and $210 million as of December 31, 2017. The allowances are based on the current status of each customer's receivable balance as well as current economic and market conditions and a variety of other factors including the length of time the receivables are past due, the financial health of customers and our past experience. Receivables are written off against allowances only when such amounts are determined to be not recoverable and all collection attempts have failed. We regularly review the adequacy of these allowances based on a variety of factors, including age of the outstanding receivable and collection history. When circumstances related to specific collection patterns change, estimates of the recoverability of receivables are adjusted.

Express Scripts' receivables were recorded at their estimated fair values at the acquisition date. These fair values considered estimated discounts and claims adjustments issued to customers in the form of client credits, and amounts from third-party payors and pharmaceutical manufacturers that are not considered realizable based on contract terms and historical payment experience.

C.        Inventories

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

D.        Reinsurance Recoverables

Reinsurance recoverables represent amounts due from reinsurers for both paid and unpaid claims of the Company's insurance businesses. Most reinsurance recoverables are classified as non-current assets. The current portion of reinsurance recoverables is reported in other current assets and consists primarily of recoverables on paid claims expected to be settled within one year. Reinsurance recoverables are presented net of allowances for uncollectible reinsurance that were immaterial as of December 31, 2018 and 2017.

C.Deferred Policy Acquisition Costs

E.        Deferred Policy Acquisition Costs

Costs eligible for deferral include incremental, direct costs of acquiring new or renewal insurance and investment contracts and other costs directly related to successful contract acquisition. Examples of deferrable costs include commissions, sales compensation and benefits, policy issuance and underwriting costs and premium taxes.costs. The Company records acquisition costs differently depending on the product line. Acquisition costs for:

Supplemental health, life and accident insurance products (primarily individual products) that comprise the majority of the Company's deferred policy acquisition costs andgroup health and accident insurance products are deferred and amortized, generally in proportion to the ratio of periodic revenue to the estimated total revenues over the contract periods.

See Note 5 for Deferred policy acquisition costs reclassified to Assets of businesses held for sale.
Universal life products are deferred and amortized in proportion to the present value of total estimated gross profits over the expected lives of the contracts.

Other products are expensed as incurred.

Deferred policy acquisition costs also include the value of business acquired ("VOBA") for certain acquisitions with material long-duration insurance contracts. The Company recorded amortization of deferred policy acquisition costs of $406$478 million in 2018, $3222021, $502 million in 20172020 and $292$483 million in 20162019 primarily in selling,Selling, general and administrative expenses.

Each year, deferred policy acquisition costs are tested for recoverability. For universal life and other individual products, management estimates the present value of future revenues less expected payments. For group health and accident insurance products, management estimates the sum of unearned premiums and anticipated net investment income less future expected claims and related costs. If management's estimates of these sums are less than the deferred costs, the Company reduces deferred policy acquisition costs and records an additional expense.

F.        Other Assets (Current and Non-Current)

D.Other Assets (Current and Non-Current)

Other current assets consist primarily of prepaid expenses, accrued investment income, and the current portion of reinsurance recoverables.recoverables and income tax receivables. Other non-current assets consist primarily of GMIB assets, operating lease right-of-use assets and various other insurance-related assets. See Note 810 for the Company's accounting policy for GMIB assets.assets and Note 19 for the Company's accounting policy related to leases. Additionally, other non-current assets include the carrying value of our equity-method investments in business-related joint ventures in China, India, the U.S. and other foreign jurisdictions.

Earnings or losses from these equity-method investments in joint ventures are recorded in Fees and other revenues.

G.        Redeemable Noncontrolling Interests

E.Redeemable Noncontrolling Interests

Products and services are offered in Turkey and India through joint venture entities. The Company is the principal equity holder and primary beneficiary of the Turkey joint venture and accordingly, this entity is consolidated. In 2017, Cigna modified the agreement governing its joint venture in India due to changes in the local regulatory environment that require control by a local partner. As a result of the changes in the joint venture agreement, the Company determined that it is no longer the primary beneficiary of the joint venture and, effective with the third quarter of 2017, no longer consolidates its results.

Redeemable noncontrolling interests on our Consolidated Balance Sheets representrepresents the Turkey joint venture partner'snoncontrolling shareholders' preferred and common stock interests inof the entity as of December 31, 2018 and 2017. Our joint venture partnerCompany's consolidated less than fully owned subsidiaries. Those shareholders may choose to require the Company to purchase their redeemable noncontrolling interests.interest. We also have the right to require our joint venture partnerthose shareholders to sell their redeemable noncontrolling

CIGNA CORPORATION - 2018 Form10-K    77

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PART II
ITEM 8. Financial Statements and Supplementary Data

interests interest to us. The redeemable noncontrolling interests wereinterest was recorded at fair value as of the datesdate of purchase. When the estimated redemption value for a redeemable noncontrolling interest exceeds its carrying value, an adjustment to increase the redeemable noncontrolling interest is recorded with an offsetting reduction to retained earnings or additional paid-in capital.capital in the

88


absence of retained earnings. When an adjustment is made to the carrying value of the redeemable noncontrolling interest, the calculation of shareholders' net income per share will be adjusted if the redemption value exceeds the greater of the carrying value or fair value.

H.        Accrued Expenses and Other Current and Non-Current Liabilities

F.Accrued Expenses and Other Current and Non-Current Liabilities

Accrued expenses (current) primarily includes financial and performance guarantee liabilities under pharmacy contracts (see section L)H), management compensation and various insurance-related liabilities, including experience-rated refunds, reinsurance contracts and the risk adjustment and minimum medical loss ratio rebate accruals under The Patient Protection and Affordable Care Act.Act (the "ACA"). Other non-current liabilities primarily include obligations for pension other postretirement and postemployment benefits (see Note 13)16), GMIB contract liabilities (see Note 8)10), lease liabilities (see Note 19), uncertain tax positions (see Note 21) and self-insured exposures not expected to be settled within one year.
The Company accrues for legal and regulatory matters when a loss contingency is both probable and estimable. The estimated loss is generally recorded in Selling, general and administrative expenses and represents the Company's best estimate of the loss contingency. If the loss estimate is a range, the Company accrues the minimum amount in the range if no amount is better than any other estimated amount in the range. Legal costs to defend the Company's litigation and arbitration matters are expensed whenas incurred in cases wherethat the Company cannot reasonably estimate the ultimate cost to defend. If the Company can reasonably estimate the cost to defend, a liability for these costs is accrued when the claim is reported.

Litigation and legal or regulatory matters that the Company has identified with a reasonable possibility of material loss are described in Note 22.

I.         Translation of Foreign Currencies

G.Translation of Foreign Currencies

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

H.Pharmacy Revenues and Costs
Pharmacy revenues. Pharmacy revenues are primarily derived from providing pharmacy benefit management services to clients and customers. Pharmacy revenues are recognized when control of the promised goods or services is transferred to clients and customers, in an amount that reflects the consideration the Company expects to receive for those goods or services.
The Company provides or makes available various services supporting benefit management and claims administration and is generally obligated to provide prescription drugs to clients' members using multiple distribution methods including retail networks, home delivery and specialty pharmacies. These goods and services are integrated into a single performance obligation to process claims, dispense prescription drugs and provide other services over the contract period (generally three years). This performance obligation is satisfied as the business stands ready to fulfill its obligation.
Revenues for dispensing prescription drugs through retail pharmacies are reported gross and consist of the prescription price (ingredient cost and dispensing fee) contracted with clients, including the customer copayment and any associated fees for services, because the Company acts as the principal in these arrangements. When a prescription is presented to a retail network pharmacy, the Company is solely responsible for customer eligibility, drug utilization review, drug-to-drug interaction review, any required clinical intervention, plan provision information, payment to the pharmacy and client billing. These revenues are recognized based on the full prescription price when the pharmacy claim is processed and approved for payment. The Company also provides benefit design and formulary consultation services to clients and negotiates separate contractual relationships with clients and network pharmacies. These factors indicate that the Company has control over these transactions until the prescription is processed. Revenues are billed, due and recognized at contract rates either on a periodic basis or as services are provided (such as based on volume of claims processed). This recognition pattern aligns with the benefits from services provided.
Home delivery and specialty pharmacy revenues are due and recognized as each prescription is shipped, net of reserves for discounts and contractual allowances estimated based on historical experience. Any differences between estimates and actual collections are reflected in operations when payments are received. Historically, adjustments to original estimates and returns have not been material. The Company has elected the practical expedient to account for shipping and handling as a fulfillment activity.
We may also provide certain financial and performance guarantees, including a minimum level of discounts a client may receive, generic utilization rates and various service levels. Clients may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period and the Company defers revenue
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J.        Premiums and Related Expenses

for any estimated payouts within Accrued expenses and other liabilities (current). These estimates are adjusted at the end of the guarantee period. Historically, adjustments to original estimates have not been material. The performance guarantee liability was $1.1 billion as of December 31, 2021 and December 31, 2020.

The Company administers programs through which we may receive rebates and other vendor consideration from pharmaceutical manufacturers. The amounts of such rebates or other vendor consideration shared with pharmacy benefit management services clients vary based on the contractual arrangement with the client and in some cases the type of consideration received from the pharmaceutical manufacturer. Rebates and other vendor consideration payable to pharmacy benefit management services clients are recorded as a reduction of Pharmacy revenues. Estimated amounts payable to clients are based on contractual sharing arrangements between the Company and the client and these amounts are adjusted when amounts are collected from pharmaceutical manufacturers in accordance with the contractual arrangement between the Company and the client. Historically, these adjustments have not been material.
In retail, home delivery and specialty transactions, amounts may be collected from third-party payors. These are billed and collected subject to normal account receivable collections procedures.
Other pharmacy service revenues are earned by distributing specialty pharmaceuticals and medical supplies to providers, clinics and hospitals. These revenues are billed, due and recognized at contracted rates as prescriptions and supplies are shipped and services are provided.
Pharmacy costs. Pharmacy costs include the cost of prescriptions sold, network pharmacy claim costs and copayments. Also included are direct costs of dispensing prescriptions including supplies, shipping and handling and direct costs associated with clinical programs, such as drug utilization management and medication adherence counseling. Home delivery and specialty pharmacy costs are recognized when the drug is shipped and retail network costs are recognized when the drug is processed and approved for payment. Rebates and other vendor consideration received when providing pharmacy benefit management services are recorded as a reduction of pharmacy costs. Rebates are recognized as prescriptions are shipped or processed and approved for payment. Historically, the effect of adjustments resulting from the reconciliation of rebates recognized to the amounts billed and collected, net of contractual allowances, has not been material. The Company maintains reimbursement guarantees with certain retail network pharmacies. For each such guarantee, the Company records a pharmacy and other service costs payable or prepaid asset for applicable retail network claims based on our actual performance throughout the period against the contractual reimbursement rate. The Company's contracts with certain retail pharmacies give the Company the right to adjust reimbursement rates during the annual guarantee period.
Other. Incremental costs of obtaining service and pharmacy contracts for short-term arrangements are expensed as incurred.
I.Premiums and Related Expenses
Premiums for group life, accident and health insurance and managed care coverages are recognized as revenue on a pro rata basis over the contract period. Benefits and expenses are recognized when incurred and, for our Integrated MedicalCigna Healthcare insured business, are presented net of pharmaceutical manufacturer rebates. For experience-rated contracts, premium revenue includes an adjustment for experience-rated refunds based on contract terms and calculated using the customer's experience (including estimates of incurred but not reported claims).

Premium revenue also includes an adjustment to reflect the estimated effect of rebates due to customers under the commercial minimum medical loss ratio provisions of the ACA. These rebates are settled in the year following the policy year.

Premiums received for the Company's Medicare Advantage plans, and Medicare Part D products and Individual and Family Plans from the Centers for Medicare and Medicaid Services ("CMS") and customers are recognized as revenue ratably over the contract period.
CMS provides risk-adjusted premium payments for Medicare Advantage Plans and Medicare Part D products based on theour customer demographics and wellnessmedical diagnoses, which may change from period to period based on the underlying health of our customers. The Company recognizes periodic changes to risk-adjusted premiums as revenue when the amounts are determinable and collection is reasonably assured. Additionally, Revenue adjustments are generally settled semi-annually with CMS. The final revenue adjustment is generally settled with CMS in the year following the contract year.
Medicare Part D premiums include payments from CMS for risk sharing adjustments. The risk sharingrisk-sharing adjustments that are estimated quarterly based on claim experience by comparing actual incurred prescription drug benefit costs to the estimated costs submitted in the original contracts. These adjustments may result in more or less revenue from CMS. Final revenue adjustments are determined and settled with CMSgenerally occur in the year following the contract year. Premium revenue also includes an adjustment to reflect the estimated effect of rebates due to CMS under the Medicare Advantage and Medicare Part D minimum medical loss ratio provisions of the ACA.

The ACA prescribed three programsa risk-adjustment program to mitigate the risk for participating health insurance companies selling coverage on the public exchanges: risk adjustment, reinsurance and risk corridor.exchanges. The reinsurance and risk corridor programs expired at the end of 2016, while the permanent risk adjustment program continues.

The risk adjustmentrisk-adjustment program reallocates funds from insurers with lower risk populations to insurers with higher risk populations based on the relative risk scores of participants in non-grandfathered plans in the individual and small group markets, both on and off the exchanges.participants. We estimate our receivable or payable based on the risk of our members

90


customers compared to the risk of other memberscustomers in the same state and market, considering data obtained from industry studies and the United States Department of Health and Human Services ("HHS"). Receivables or payables are recorded as adjustments to premium revenue based on our year-to-date experience when the amounts are reasonably estimable and collection is reasonably assured. Final revenue adjustments are determined by HHS in the year following the policy year.

Premium revenue may also include an adjustment to reflect the estimated effect of rebates due to customers under medical loss ratio provisions of the ACA. These rebate liabilities are settled in the subsequent year.
Premiums for individual life, accident and supplemental health insurance and annuity products, excluding universal life and investment-related products, are recognized as revenue when due. Benefits and expenses are matched with premiums.

Revenue for universal life products is recognized as follows:

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

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

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

The unrecognized portion of premiums received is recorded as unearned premiums included in insurance and contractholder liabilities (see Note 79 for further information).

78    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART II
ITEM 8. Financial Statements

J.Fees and Supplementary Data

Related Expenses

K.        Fees and Related Expenses

The majority of the Company's service fees are derived from administrative services only ("ASO") arrangements, thatfee-for-service clinical solutions, administration of certain rebate arrangements, health benefit management services and administration of services to specialty pharmacy manufacturers.

ASO arrangements allow corporate clientsplan sponsors to self-fund claims and assume the risk of medical or other benefit costs. Most of the Company's ASO arrangements are for medical and specialty services, including pharmacy benefits. Generally, the Company's ASO arrangements are short-term. Contract modifications typically occur on renewal and are prospective in nature.

In return for fees from these clients, the Company provides or makes available variousaccess to our participating provider networks and other services supporting benefit management, andincluding claims administration. In addition,administration, behavioral health services, offered through our Integrated Medical segment include access to the Company's participating provider networks, disease management, utilization management and cost containment services.

programs. In general, the Company considers these services to be a combined performance obligation to provide cost effective administration of plan benefits over the contract period. Fees are billed, due and recognized monthly at contracted rates based on current membership or utilization. This recognition pattern aligns with the benefits from services provided to clients. These revenues are reported in feesFees and other revenues in the Consolidated Statements of Income.

For most ASO arrangements, the Company is required to perform services for a limited period after a client cancels. If these services will not be separately billed to the client as they are performed, the Company estimates and defers a portion of compensation attributable to this service obligation received in advance. Deferred revenue is recorded as a contract liability and recognized when the related services are performed. The balance was immaterial as of December 31, 2018 and 2017.

The Company may also provide performance guarantees that provide potential refunds to clients if certain service standards, clinical outcomes or financial metrics are not met. If these standards, outcomes and metrics are not met, the Company may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount. The Company defers revenue by recording a liability for estimated payouts associated with these guarantees within accruedAccrued expenses and other liabilities (current).liabilities. The amount of revenue deferred is estimated for each type of guarantee using either a most likely amount or expected value method depending uponon the nature of the guarantee and the information available to estimate refunds. Estimates are refined each reporting period as additional information on the Company's performance becomes available and upon final reconciliation and settlement at the end offollowing the guarantee period. Amounts accrued and paid for these performance guarantees during the reporting periods were not material.

Rebates from pharmaceutical manufacturers resulting fromfor ASO client utilizationpurchases at retail pharmacies, net of amounts payable to ASO clients, arewere considered compensation for pharmacy servicesuse of the manufacturer's products and recorded in feesFees and other revenues. Rebates generally representrevenues prior to transitioning U.S. Commercial customers to Express Scripts' retail pharmacy network in the third quarter of 2019. After this transition, these rebates are reflected as a per-script amount from the manufacturer and are determined based on scripts filled during the reporting period.

reduction to pharmacy costs (see "Pharmacy costs" above).

Expenses associated with administrative programs and services are recognized as incurred in selling,Selling, general and administrative expenses.
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The Company also earns revenue, as part of its integrated pharmacy benefits performance obligation, by offering fee-for-service clinical solutions to our clients, such as drug utilization management and medication adherence counseling. These clinical programs help clients to drive better health outcomes at a lower cost by identifying and addressing potentially unsafe or wasteful prescribing, dispensing and utilization of prescription drugs and communicating with, or supporting communications with physicians, pharmacies and patients. Fees are billed, due and recognized at contracted rates either on a periodic basis or as services are provided. This recognition pattern aligns with the benefits from services provided. These revenues are reported in Fees and other revenues in the Consolidated Statements of Income. Direct costs associated with these programs are recognized in Pharmacy and other service costs, and other related expenses are recorded as incurred.

incurred in Selling, general and administrative expenses.

The Company earns fees from our Pharmacy Rebate Program services. These services include either our formulary rebate administrative service arrangements or our formulary processing arrangements. Formulary rebate administrative services may include formulary consultation, administration of rebate contracts, rebate submission, collection from drug manufacturers and the distribution of rebates to clients. Services may also include facilitating audits of data submissions and reporting of rebates to clients. Clients agree to pay administrative fees that are billed, due and recognized at contracted rates as services are performed. These revenues are reported gross in Fees and other revenues and associated costs are reported in Pharmacy and other service costs in the Consolidated Statements of Income. For certain other clients in our formulary processing arrangements, the Company does not control the right to retain rebates before they are transferred to the client for services performed. Clients agree to allow the Company to retain a portion of each rebate collected in exchange for formulary processing services provided. These rebate and administrative fee revenues are reported net in Fees and other revenues in the Consolidated Statements of Income. Revenue is recognized as rebates are processed.
The Company also earns fees by providing integrated medicalhealth benefit management solutions that drive cost reductions and improve quality outcomes. These solutions were part of the business acquired from Express Scripts. Clients are primarily sponsors of health benefit plans and fees may be stated as a per-member-per-month fee or as a per-claim fee. The Company considers the services to be a single performance obligation to stand ready to provide utilization management services over the contract period (generally three years). In certain arrangements, the Company assumes the financial obligation for third-party provider costs for medical services provided to the health plan's members.customers. Fees are recorded gross in Fees and other revenues in the Consolidated Statements of Income because the Company is acting as a principal in arranging for and controlling the services provided by third-party network providers. Contractual fees vary based on enrollment and provider costs and are estimated, billed, due and recognized monthly. Direct costs associated with these programs are includedrecognized in pharmacyPharmacy and other service costs.

costs, and other related expenses are recorded in Selling, general and administrative expenses as incurred.

Certain medicalhealth benefit management contracts require the Company to share the results of medical cost experience that differsdiffer from specified targets. This variable consideration is estimated at contract inception and adjusted through the contract period. The estimated profits and costs are recognized net in Fees and other revenues.

L.        Pharmacy Revenues and Costs

Pharmacy Revenues.   Pharmacy revenues include revenue from the acquired Express Scripts business and the Company's legacy mail order pharmacy business. Pharmacy revenues are recognized when control of the promised goods or services is transferred to clients, in an amount that reflects the consideration the Company expects to receive for those goods or services.

The Express Scripts business provides or makes available various services supporting benefit management and claims administration and is generally obligated to provide prescription drugs to clients' members through multiple distribution methods including retail networks, home delivery and specialty pharmacies. These goods and services are integrated into a single performance obligation to process claims, dispense prescription drugs, and provide other services over the contract period (generally three years). The Company has electedalso earns other service fees related to administrating services to specialty pharmacy manufacturers that are recorded in Fees and other revenues in the practical expedient to account for shipping and handling as a fulfillment activity. This performance obligation is satisfied as the business stands ready to fulfill its obligation.

FeesConsolidated Statements of Income. These revenues are billed, due and recognized at contractcontracted rates either on a periodic basis or as services are provided (such as,provided.


Note 3 – Accounts Receivable, Net

Accounting policy. The allowance for expected credit losses for current accounts receivable is based primarily on past collections experience relative to the length of time receivables are past due; however, when available evidence reasonably supports an assumption that counterparty credit risk over the expected payment period will differ from current and historical payment collections, a forecasting adjustment is reflected in the allowance for expected credit losses.
All other (non-credit) allowances are based on volumethe current status of claims processed). This recognition pattern aligns with the benefits from services provided.

Revenues for dispensing prescription drugs through retail pharmacies consisteach customer's receivable balance, current economic and market conditions and a variety of the prescription price (ingredient cost and dispensing fee) contracted with clients,other factors, including the member co-payment,length of time the receivables are past due, the financial health of customers and our past experience.

We bill pharmaceutical manufacturers based on management's interpretation of contractual terms and estimate a contractual allowance based on the best information available at the time a claim is processed. Contractual allowances for certain rebates receivable from pharmaceutical manufacturers are determined by reviewing payment experience and specific known items that could be adjusted under
92


contract terms. The Company's estimation process for contractual allowances for pharmaceutical manufacturer receivables generally results in an allowance for balances outstanding greater than 90 days.
Contractual allowances for certain receivables from third-party payors are based on their contractual terms and are estimates based on the Company's best information available at the time revenue is recognized.
Receivables and any associated fees for services because we act as principal inallowance are written off only when all collection attempts have failed and such amounts are determined unrecoverable. We regularly review the adequacy of these arrangements. When a prescription is presented to a retail network pharmacy, we are solely responsible for member eligibility, drug utilization review, drug-to-drug interaction review, any required clinical intervention, plan provision information, payment to the pharmacy and client billing. These revenues are recognizedallowances based on a variety of factors, including age of the full prescription price whenoutstanding receivable and collection history. When circumstances related to specific collection patterns change, estimates of the pharmacy claim is processedrecoverability of receivables are adjusted.

The Company's accounts receivable include amounts due from clients, third-party payors, customers and approved for payment. We also provide benefit designpharmaceutical manufacturers, and formulary consultation services to clients, and negotiate separate contractual relationships with clients and network pharmacies. These factors indicate that we have control over these transactions until the prescription is dispensed.

CIGNA CORPORATION - 2018 Form10-K    79

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PART II
ITEM 8. Financial Statements and Supplementary Data

Home delivery and specialty pharmacy revenues are due and recognized as each prescription is shipped,presented net of reservesallowances. These balances include:


Noninsurance customer receivables - amounts due from customers for discountsnoninsurance services, primarily pharmacy benefit management and ASO contracts.
Pharmaceutical manufacturers receivable - amounts due from pharmaceutical manufacturers.
Insurance customer receivables - amounts due from customers under insurance contracts, primarily premiums receivable and amounts due from CMS.
Other receivables - all other accounts receivable not defined in the categories above.

The following amounts were included within Accounts receivable, net:
(In millions)December 31, 2021December 31, 2020
Noninsurance customer receivables$6,274 $5,534 
Pharmaceutical manufacturers receivable5,463 4,676 
Insurance customer receivables2,932 1,789 
Other receivables456 192 
Total15,125 
Accounts receivable, net classified as Assets of businesses held for sale(54)
Accounts receivable, net per Consolidated Balance Sheets$15,071 $12,191 

These receivables are reported net of our allowances of $1.4 billion as of December 31, 2021 and $1.2 billion as of December 31, 2020 as follows:
Included in our Pharmaceutical manufacturers receivable are contractual allowances estimated based on historical experience. Any differences between estimates and actual collections are reflected in operations when payments are received. Historically, adjustments to original estimates and returns have not been material.

We may also providefor certain financial and performance guarantees, including a minimum levelrebates receivable with pharmaceutical manufacturers of discounts a client may receive, generic utilization rates and various service levels. Clients may be entitled to receive performance penalties if we fail to meet guarantees. Actual performance is compared to the 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 at the end of the guarantee period. Historically, adjustments to original estimates have not been material. The balance was $895$926 million as of December 31, 20182021 and immaterial$757 million as of December 31, 2017.

The acquired Express Scripts business2020.

Included in our Noninsurance customer receivables are contractual allowances from third-party payors of $321 million as of December 31, 2021 and Cigna's legacy home delivery business administer a program through which we receive rebates and administrative fees from pharmaceutical manufacturers. If these rebates and administrative fees are provided in conjunction with claims processing and home delivery services provided to clients, the amount payable to clients is recorded$208 million as a reduction of pharmacy revenues. These amounts areDecember 31, 2020 based on expected sharing percentages in contractual arrangements. These estimated payables are adjusted when amounts are collected from pharmaceutical manufacturers. Historically, these adjustments have not been material. If pharmacy rebates and administrative fees are provided in a contract that does not include claims processing, the performance obligation is to arrange for the customer to receive these rebates. In these cases, rebates and administrative fees are recorded as pharmacy revenue, net of contractual amounts payable to the client.

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

Pharmacy costs.   Pharmacy costs include the cost of prescriptions sold and for the acquired Express Scripts business, network pharmacy claim costs and co-payments. Also included are direct costs of dispensing prescriptions including supplies, shipping and handling. Home delivery costs are recognized when the drug is shipped and retail network costs are recognized when the drug is dispensed. Pharmacy rebates and administrative fees received for providing claims processing and home delivery services are recorded as a reduction of pharmacy costs. Rebates are recognized as prescriptions are shipped or dispensed. For periods following completion of the merger with Express Scripts, the Company records a pharmacy and service costs payable for certain retail network claims based on our performance throughout the period againstupon the contractual pricing guarantee with each pharmacy network.

payment terms.
The remaining allowances of $186 million as of December 31, 2021 and $224 million as of December 31, 2020 include allowances, 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 $60 million as of December 31, 2021 and $65 million as of December 31, 2020.
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Note 3    Mergers, Acquisitions and Dispositions



A.        Acquisition of Express Scripts

Note 4 – Mergers, Acquisitions and Divestitures

A.Acquisition of MDLIVE
On December 20, 2018,April 19, 2021, Cigna acquired Express Scripts through97% of MDLIVE, Inc. ("MDLIVE"), a series24/7 virtual care platform. Combined with Cigna's previously held equity investment, Cigna now owns 100% of mergers (collectively, the "Merger"). Cigna Holding Company (formerly named Cigna CorporationMDLIVE. The acquisition of MDLIVE will enable Cigna's Evernorth segment to continue expanding access to virtual care and referred to as "Old Cigna")delivering a more affordable, convenient and Express Scripts each merged with and into a wholly-owned subsidiaryconnected care experience for consumers.

The purchase price of Cigna. As a result of these transactions, Cigna became the parent of the combined company.

Old Cigna shareholders received one share of Cigna common stock in exchange for each share of Old Cigna common stock held immediately prior to the Merger. Express Scripts shareholders received (1) 0.2434 of a share of Cigna common stock and (2) cash of $48.75, without interest, subject to applicable withholding taxes (the "Merger Consideration"), in exchange for each share of Express Scripts common stock held immediately prior to the Merger. Cash consideration was funded primarily through a combination$2.0 billion consisted of cash available and debt financing discussed further in Note 5. After completion of the Merger, shares of Cigna common stock were listed for trading on the New York Stock Exchange.

The acquired Express Scripts business accelerates Cigna'sGo Deeper, Go Local, Go Beyond strategy by greatly increasing the Company's ability to put medicine within reach of customers and also helping to make it more affordable. We can improve patient outcomes and help control the cost of the drug benefit by: 1) identifying products and offering solutions that improve patient outcomes and assist in controlling costs; 2) evaluating drugs for efficacy, value and price to select a cost-effective formulary; 3) offering cost-effective home delivery pharmacy and specialty services that produce cost savings for plan sponsors and better care for members; 4) leveraging purchasing volume to provide discounts to health benefit providers; and 5) promoting generic and lower-cost brands.

80    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data


Merger consideration:   The estimated merger consideration of $52.8 billion was calculated as follows:

(Dollars and shares in millions, except per share amounts)   
Cash consideration  
Express Scripts common stock outstanding  564.3
Cash consideration per share $48.75
Cash consideration paid to Express Scripts common stockholders $27,510
Cash paid in lieu of fractional shares $4
Cash consideration paid to Express Scripts performance share holders $65

Total cash consideration

 $27,579
Stock consideration   
Express Scripts common stock outstanding 564.3
Per share exchange ratio  0.2434
​ 
Shares of Cigna issued to Express Scripts common stockholders 137.3
Shares of Cigna issued to Express Scripts performance share holders and other equity holders  0.3
​ 
Shares of Cigna issued to Express Scripts shareholders 137.6
Closing price of Cigna common stock on December 20, 2018 $179.80

Total stock consideration

 $24,745
Noncontrolling interest $7
Fair value of other share-based compensation awards $479
Total merger consideration $52,810

Fair value of share-based compensation award.   Express Scripts employees' awards of options and restricted stock units of Express Scripts stock were rolled over to Cigna stock options and restricted stock units on the date of the acquisition. Each holder of an Express Scripts stock option or restricted stock unit received 0.4802 of a Cigna stock option or restricted stock award. The Cigna stock option exercise price was determined by using this same conversion ratio. Vesting periods and the remaining life of the options remained consistent with the original Express Scripts awards.

The Company valued the restricted stock units at Cigna's stock price and stock options using a Black-Scholes pricing model as of the acquisition date. The assumptions used were generally consistent with those disclosed in Note 14, except the expected life of these options averaged 4.3 years and the exercise price did not equal the market value at the date of grant.

The fair value of these options and restricted stock unit awards was included in the purchase price to the extent that services had been provided prior to the acquisition based on the grant date of the original Express Scripts award and vesting period. The remaining fair value not included in the purchase price will be recorded as compensation expense in future periods over the remaining vesting periods. Most of the expense is expected to be recognized in 2019 and 2020.

Purchase price allocation:consideration. In accordance with GAAP, the total purchase priceconsideration transferred has been allocated to the tangible and intangible net assets acquired based on management's preliminary estimates of their fair values and may change as additional information becomes available over the next several months. MostAs of December 31, 2021, the Company made immaterial measurement period adjustments to the purchase price allocation. The estimated fair values of assets acquired and liabilities assumed as of the closing date were as follows:

(In millions)
Goodwill$1,438
Acquired intangible assets627
Tangible assets acquired net of liabilities assumed17
Total consideration transferred2,082
Less: Fair value to Cigna's previously held equity interest(55)
Total purchase price$2,027

Substantially all of the goodwill ($33.7 billion) is assigned to the Health ServicesEvernorth segment with the remainder to the Integrated Medical segment and($1.3 billion). Goodwill is not deductible for federal income tax purposes. The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the closing date.

(In millions)   
Cash and cash equivalents $3,517
Receivables  7,802
Inventory 2,483
Other current assets  600
Property and equipment 2,973
Goodwill  38,361
Other identifiable intangible assets 38,725
Other assets acquired, non-current  314
Total assets acquired 94,775
Other current liabilities  18,616
Long-term debt, including current portion 12,816
Deferred income tax liabilities  9,511
Other liabilities, non-current assumed 1,022
Total liabilities acquired  41,965
Total $52,810
CIGNA CORPORATION - 2018 Form10-K    81

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PART II
ITEM 8. Financial Statements and Supplementary Data

A portion of the purchase price has been allocated to intangible assets that are presentedprimarily consist of customer relationships ($577 million) as well as internal-use software, provider networks and discussed below.

(In millions)  Estimated
Fair Value
 Estimated Useful
Life in Years
 Amortization
Method
Customer relationships $30,210 14 - 29 Cash flow trended
Internal-use software (1)  2,443 3 - 7 Straight Line
Trade name – Express Scripts 8,400 N/A Indefinite
Trade name – Other  115 10 Straight Line
Total $41,168  
(1)
Reported in property and equipment.

a trade name. The fair value of the customer relationships and the amortization period and method were determined using an income approach that relies heavily on projected future net cash flows including key assumptions for customer attrition, margins and discount rates. The estimated useful lifecustomer relationship intangible asset is amortized over a period of 17 years in a pattern that reflects the time period and pattern thatwhen Cigna expects to receive the benefits of the related cash flows.


The results of Express ScriptsMDLIVE have been included in the Company's Consolidated Financial Statements from the date of the acquisition. Revenues of Express Scripts included in the Company's results for 2018 approximated $2.6 billionfrom MDLIVE and Express Scripts'their results of operations were immaterialnot material to Cigna's net income.

Unaudited pro forma information.   The following table presents selected unaudited pro forma information for the Company assuming the acquisitionconsolidated results of Express Scripts had occurred on January 1, 2017. The primary adjustments reflected in the pro forma results relate to the interest expense on the debt issued to fund the Merger, the amortization of the acquired intangible assets and the presentation of transaction related costs. Transaction related costs incurred by the Company and Express Scripts in 2018 have been presented as if they had been incurred on January 1, 2017. The pro forma information does not purport to represent what the Company's actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods.

   Unaudited
 
   Year Ended
December 31,
 
(In millions, except per share amounts)  2018  2017
 
Total revenues $149,544 $143,288 
Shareholders' net income $5,632 $4,435 

Pro forma shareholders' net incomeoperations for the year ended December 3l, 2017 includes $1.2 billion in transaction-related costs incurred in connection with the acquisition.

B.        Acquisition of OnePath Life NZ Limited ("OnePath Life")

On November 30, 2018, the Company acquired OnePath Life for NZ$700 million (approximately $480 million at closing) using internal cash resources. OnePath Life is one of the largest life insurance companies in New Zealand. This acquisition will support diversifying distribution capabilities and product offerings in the New Zealand market. It will also enable better service delivery to clients and customers.31, 2021. The purchase price has been allocated to the tangible and intangible net assets acquired based on management's preliminary estimates of their fair value and may change as additional information becomes available over the next several months. Goodwill has been assigned to the International Markets segment as of December 31, 2018 and is not tax deductible.

The results of this business have been included in the Company's Consolidated Financial Statements from the date of acquisition and were not material. In addition, the pro forma effects on total revenuesof this acquisition for current and net income assuming the acquisition had occurred January 1, 2017prior periods were not material to our consolidated results of operations.

B.Divestiture of U.S. Group Disability and Life business
On December 31, 2020, Cigna completed the sale of its U.S. Group Disability and Life business to New York Life Insurance Company for cash proceeds of $6.2 billion. The Company recognized a gain of $4.2 billion pre-tax ($3.2 billion after-tax), which included recognition of previously unrealized capital gains on investments sold (see Note 14 for further information).

C.Integration and Transaction-related Costs
In 2021, the Company for the years ended December 31, 2018 and 2017.

C.        Transaction-related Costs

The Company has incurred costs detailed in the table below inrelated to the acquisition of Express Scripts,MDLIVE, the sale of the U.S. Group Disability and Life business, the terminated merger with Anthem, Inc. ("Anthem") and the pending Chubb Transaction (see Note 5 for further information on assets and liabilities of businesses held for sale). In 2020 and 2019, the Company incurred costs related to the acquisition and integration of Express Scripts Holding Company ("Express Scripts"), the terminated merger with Anthem, the sale of the U.S. Group Disability and Life insurance business and other transactions. These costs were $169 million pre-tax ($71 million after-tax) for the year ended December 31, 2021, compared with $527 million pre-tax ($404 million after-tax) for the year ended December 31, 2020 and $552 million pre-tax ($427 million after-tax) for the year ended December 31, 2019. These costs consisted primarily of certain projects to integrate or separate the Company's systems, products and services, fees for legal, advisory and other professional services amortizationand certain employment-related costs. After-tax costs for the year ended December 31, 2021 included a tax benefit from the resolution of the Bridge Facility fees in 2018 and interest expense on debt issued to fund the Express Scripts merger through the closing date, net of investment income earned on the debt proceeds. A portion of the costs, primarily legal and advisory fees,a tax matter related to the completed Express Scripts acquisitionsold Group Disability and Life business.

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Note 5 – Assets and Liabilities of Businesses Held for Sale

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

sale, depreciation and amortization for most long-lived assets ceases and the Company tests the assets for impairment. Deferred policy acquisition costs continue to be amortized.

 
 2018
 2017
 2016
 
 
   
(In millions)
 Before-tax

 After-tax

 Before-tax

 After-tax

 Before-tax

 After-tax

 
Interest expense on newly issued debt $227 $179 $ $ $ $ 
Net investment income on debt proceeds  (123) (97)        
Charitable contributions 200 158     
Legal and advisory fees  204  185  36  23  96  95 
Bridge facility fees 140 111     
All other transaction-related costs  204  133  90  69  70  52 
Tax (benefit) – previously non-deductible costs    (59)  
Transaction-related costs, net $852 $669 $126 $33 $166 $147 
Cigna entered into a definitive agreement in October 2021 to sell its life, accident and supplemental benefits businesses in seven countries to Chubb for $5.75 billion cash. Subject to applicable regulatory approvals and customary closing conditions, we expect to complete the sale of our life, accident and supplemental benefits businesses in Hong Kong, Indonesia, New Zealand, South Korea, Taiwan, Thailand and our interest in a joint venture in Turkey in the second quarter of 2022. The Company believes this sale is probable and has aggregated and classified the assets and liabilities directly associated with the pending sale as held for sale and has reported them separately on our Consolidated Balance Sheets as of December 31, 2021. The assets and liabilities of businesses held for sale were as follows:
82    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Note 4    Earnings Per Share ("EPS")

(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 business 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 business held for sale$6,423

The held for sale businesses reported Redeemable noncontrolling interests of $24 million, Gross unrealized appreciation on securities and derivatives of $137 million and Gross translation loss on foreign currencies of $209 million on our Consolidated Balance Sheets as of December 31, 2021.
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Note 6 – Earnings Per Share ("EPS")

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

Basic and diluted earnings per share were computed as follows:

202120202019
(Shares in thousands, dollars in millions, except per share amounts)BasicEffect of
Dilution
DilutedBasicEffect of
Dilution
DilutedBasicEffect of
Dilution
Diluted
Shareholders' net income$5,365 $5,365 $8,458 $8,458 $5,104 $5,104 
Shares:
Weighted average337,962 337,962 364,979 364,979 375,919 375,919 
Common stock equivalents3,004 3,004 3,410 3,410 3,898 3,898 
Total shares337,962 3,004 340,966 364,979 3,410 368,389 375,919 3,898 379,817 
EPS$15.87 $(0.14)$15.73 $23.17 $(0.21)$22.96 $13.58 $(0.14)$13.44 

 
 2018
 2017
 2016
 
 
   
(Shares in thousands,
dollars in millions, except per share amounts)

 Basic

 Effect of
Dilution

 Diluted

 Basic

 Effect of
Dilution

 Diluted

 Basic

 Effect of
Dilution

 Diluted

 
Shareholders' net income $2,637 $ $2,637 $2,237 $ $2,237 $1,867 $ $1,867 
Shares                            

Weighted average

 246,652  246,652 250,892  250,892 255,360  255,360 

Common stock equivalents

     3,573  3,573     4,180  4,180     4,287  4,287 
Total shares 246,652 3,573 250,225 250,892 4,180 255,072 255,360 4,287 259,647 
EPS $10.69 $(0.15)$10.54 $8.92 $(0.15)$8.77 $7.31 $(0.12)$7.19 

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

anti-dilutive:
(In millions)202120202019
Anti-dilutive options1.5 4.1 3.5 

96
(In millions)  2018  2017  2016
 
Anti-dilutive options 0.9 0.9 2.3 

CIGNA CORPORATION - 2018 Form10-K    83

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PART II
ITEM 8. Financial Statements and Supplementary Data


Note 5Note 7 – Debt

The outstanding amounts of debt and capitalfinance leases for the years ended December 31 were as follows:

(In millions)December 31, 2021December 31, 2020
Short-term debt
Commercial paper$2,027 $1,030 
$500 million, 3.05% Notes due 11/2022495 — 
Other, including finance leases23 18 
$78 million, 6.37% Notes due 6/2021 78 
$1,000 million, Floating Rate Notes due 9/2021 999 
$1,250 million, 3.4% Notes due 9/2021 1,249 
Total short-term debt$2,545 $3,374 
Long-term debt
$277 million, 4% Notes due 2022$ $276 
$973 million, 3.9% Notes due 2022 972 
$500 million, 3.05% Notes due 2022 490 
$17 million, 8.3% Notes due 202317 17 
$63 million, 7.65% Notes due 202363 63 
$700 million, Floating Rate Notes due 2023699 698 
$1,000 million, 3% Notes due 2023985 975 
$1,187 million, 3.75% Notes due 20231,185 2,181 
$500 million, 0.613% Notes due 2024498 — 
$1,000 million, 3.5% Notes due 2024983 977 
$900 million, 3.25% Notes due 2025897 896 
$2,200 million, 4.125% Notes due 20252,193 2,191 
$1,500 million, 4.5% Notes due 20261,504 1,505 
$800 million, 1.25% Notes due 2026796 — 
$1,500 million, 3.4% Notes due 20271,423 1,410 
$259 million, 7.875% Debentures due 2027259 259 
$600 million, 3.05% Notes due 2027596 595 
$3,800 million, 4.375% Notes due 20283,782 3,780 
$1,500 million, 2.4% Notes due 20301,490 1,489 
$1,500 million, 2.375% Notes due 2031 (1)
1,500 — 
$45 million, 8.3% Step Down Notes due 203345 45 
$190 million, 6.15% Notes due 2036190 190 
$2,200 million, 4.8% Notes due 20382,192 2,180 
$750 million, 3.2% Notes due 2040743 742 
$121 million, 5.875% Notes due 2041119 119 
$448 million, 6.125% Notes due 2041490 490 
$317 million, 5.375% Notes due 2042315 315 
$1,500 million, 4.8% Notes due 20461,465 1,465 
$1,000 million, 3.875% Notes due 2047988 988 
$3,000 million, 4.9% Notes due 20482,967 2,966 
$1,250 million, 3.4% Notes due 20501,236 1,235 
$1,500 million , 3.4% Notes due 20511,477 — 
Other, including finance leases28 36 
Total long-term debt$31,125 $29,545 
(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.
97


(In millions) Issuer  2018  2017
Short-term debt      

Current maturities: $1,000 million, 2.25% Senior Notes

 Express Scripts $995 $

Current maturities: $337 million, 7.25% Senior Notes

 ESI 343 

Commercial paper

 Old Cigna  1,500  100

Current maturities: $131 million, 6.35% Notes

 Old Cigna  131

Other, including capital leases

 various  117  9
Total short-term debt  $2,955 $240
Long-term uncollateralized debt        

Cigna debt (issued to finance acquisition)

      

$1,000 million, Floating Rate Notes due 2020

 Cigna $997 $

$1,750 million, 3.2% Notes due 2020

 Cigna  1,743  

$1,000 million, Floating Rate Notes due 2021

 Cigna 996 

$1,250 million, 3.4% Notes due 2021

 Cigna  1,245  

$3,000 million, Floating Rate Term Loan due 2021

 Cigna 2,997 

$700 million, Floating Rate Notes due 2023

 Cigna  697  

$3,100 million, 3.75% Notes due 2023

 Cigna 3,085 

$2,200 million, 4.125% Notes due 2025

 Cigna  2,187  

$3,800 million, 4.375% Notes due 2028

 Cigna 3,774 

$2,200 million, 4.8% Notes due 2038

 Cigna  2,178  

$3,000 million, 4.9% Notes due 2048

 Cigna 2,964 

Express Scripts debt (assumed in acquisition)

        

$500 million, 4.125% Senior Notes due 2020

 Medco 506 

$500 million, 2.600% Senior Notes due 2020

 Express Scripts  493  

$400 million, Floating Rate Senior Notes due 2020

 Express Scripts 399 

$500 million, 3.300% Senior Notes due 2021

 Express Scripts  499  

$1,250 million, 4.750% Senior Notes due 2021

 Express Scripts 1,285 

$1,000 million, 3.900% Senior Notes due 2022

 Express Scripts  998  

$500 million, 3.050% Senior Notes due 2022

 Express Scripts 481 

$1,000 million, 3.000% Senior Notes due 2023

 Express Scripts  959  

$1,000 million, 3.500% Senior Notes due 2024

 Express Scripts 966 

$1,500 million, 4.500% Senior Notes due 2026

 Express Scripts  1,508  

$1,500 million, 3.400% Senior Notes due 2027

 Express Scripts 1,386 

$449 million, 6.125% Senior Notes due 2041

 Express Scripts  493  

$1,500 million, 4.800% Senior Notes due 2046

 Express Scripts 1,465 

Old Cigna debt (pre-acquisition)

        

$250 million, 4.375% Notes due 2020

 Old Cigna 248 249

$300 million, 5.125% Notes due 2020

 Old Cigna  298  299

$78 million, 6.37% Notes due 2021

 CGC 78 78

$300 million, 4.5% Notes due 2021

 Old Cigna  297  299

$750 million, 4% Notes due 2022

 Old Cigna 746 745

$100 million, 7.65% Notes due 2023

 Old Cigna  100  100

$17 million, 8.3% Notes due 2023

 Old Cigna 17 17

$900 million, 3.25% Notes due 2025

��Old Cigna  895  894

$600 million, 3.05% Notes due 2027

 Old Cigna 595 594

$259 million, 7.875% Debentures due 2027

 Old Cigna  259  258

$45 million, 8.3% Step Down Notes due 2033

 Old Cigna 45 45

$191 million, 6.15% Notes due 2036

 Old Cigna  190  190

$121 million, 5.875% Notes due 2041

 Old Cigna 119 119

$317 million, 5.375% Notes due 2042

 Old Cigna  315  315

$1,000 million, 3.875% Notes due 2047

 Old Cigna 988 988

Other, including capital leases

 Other  32  9
Total long-term debt  $39,523 $5,199

Notes issuedDebt Issuance and Redemption. In order to funddecrease future interest expense, mitigate future refinancing risk and raise proceeds for general corporate purposes, the Express Scripts acquisition.   As presented inCompany entered into the table above,following transactions during 2021:

Debt issuance: On March 3, 2021, the Company issued private placement Notes with registration rights in the third quarter$4.3 billion of 2018new senior notes. The proceeds of this issuance were mainly used to finance the Express Scripts acquisition. Totalredeem outstanding debt securities. The remaining proceeds were approximately $20.0 billion.are available for general corporate purposes. Interest on this debt is generally paid semi-annually exceptsemi-annually.
PrincipalMaturity DateInterest RateNet Proceeds
$500 million (1)
March 15, 20240.613%$499 million
$800 million (2)
March 15, 20261.250%$797 million
$1,500 million (3)
March 15, 20312.375%$1,492 million
$1,500 million (4)
March 15, 20513.400%$1,479 million
(1) Redeemable at any time discounted at the U.S. Treasury rate plus 7.5 basis points. Redeemable at par on or after March 15, 2022.
(2) Redeemable at any time discounted at the U.S. Treasury rate plus 10 basis points. Redeemable at par on or after February 15, 2026.
(3) Redeemable at any time discounted at the U.S. Treasury rate plus 15 basis points. Redeemable at par on or after December 15, 2030.
(4) Redeemable at any time discounted at the U.S. Treasury rate plus 20 basis points. Redeemable at par on or after September 15, 2050.

Debt redemption: During 2021, the Company completed the redemption of a total of $4.5 billion in aggregate principal amount of certain of its outstanding debt securities. The Company recorded a pre-tax loss of $141 million ($110 million after-tax), consisting primarily of premium payments.
Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for quarterly interest payments ongeneral corporate purposes, including for the floating rate notes.

Term Loan Credit Agreement.   Cigna borrowed $3.0 billionpurpose of providing liquidity support if necessary under its Term Loan Credit Agreement (the "Term Loan Credit Agreement") to finance the Merger and to pay fees and expensesour commercial paper program discussed below. As of the Merger. The Term Loan Credit Agreement is diversified among 26 banks and contains customary covenants and restrictions, including a financial covenant that Cigna's leverage ratio may not exceed 60%. There isDecember 31, 2021, there were no remaining amount available for borrowingoutstanding balances under this agreement.

Bridge Facility.these revolving credit agreements.

In March 2018,April 2021, Cigna entered into a commitment$3.0 billion five-year revolving credit and letter (the "Commitment Letter") with Morgan Stanley Senior Funding, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd and 21 additional banks, to provide a $26.7 billion, 364-day senior unsecured bridge facility (the "Bridge Facility") in connection with the Merger. The Company incurred approximately $140 million in fees in 2018 for the Bridge Facility that expired upon the close of the Merger.

84    CIGNA CORPORATION -��2018 Form10-K

Back to Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Revolving Credit Agreement.   Cigna has a Revolving Credit and Letter of Credit Agreement (the "Revolving Credit Agreement")credit agreement that matures onin April 6, 20232026 and isa $1.0 billion three-year revolving credit agreement that matures in April 2024, which are diversified among 23 banks.

banks and replaced the five-year revolving credit and letter of credit agreement that was scheduled to mature in April 2023. Under the current agreements, Cigna can borrow up to $3.25$3.0 billion and $1.0 billion, respectively, for general corporate purposes, with up to $500 million available under the five-year facility for issuance of letters of credit. The revolving credit decreased by $22 million of letters of credit under the Revolving Credit Agreement as of December 31, 2018. The Revolving Credit Agreementagreements also includes an option to increase the facility amount up to $500 million andinclude an option to extend the termination date for an additional one year periods,one-year period, subject to consent of the banks.

Additionally, in April 2021, Cigna entered into a $1.0 billion 364-day revolving credit agreement that will mature in April 2022 and is diversified among 23 banks. This agreement replaced the prior $1.0 billion 364-day revolving credit agreement that was scheduled to expire in October 2021. Pursuant to this revolving credit agreement, Cigna can borrow up to $1.0 billion for general corporate purposes. The Revolving Credit Agreement containsagreement 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 five-year facility, the three-year facility and the 364-day facility include an option to increase commitments in an aggregate amount of up to $1.5 billion across all three facilities. Each of the three facilities also contain customary covenants and restrictions including a financial covenant that the Company's leverage ratio, as defined in the credit agreements, may not exceed 60%.

Cigna is, subject to certain exceptions upon the borrower under the Revolving Credit Agreement and the Term Loan Credit Agreement and certain subsidiariesconsummation of Cigna may be required to guarantee these obligations under certain circumstances.

an acquisition.


Commercial Paper.   Old Cigna issued $1.5 billion under theUnder 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 financeexceed an aggregate amount of $5.0 billion. Amounts available under the Merger.

Assumptionprogram may be borrowed, repaid and re-borrowed from time to time. The net proceeds of Express Scripts Debt.issuances have been and are expected to be used for general corporate purposes. The Company assumed debt obligations of Express Scripts, ESI and Medco as described in the table above in the acquisition under substantially unchanged terms.

commercial paper average interest rate was 0.26% at December 31, 2021.

The Company was in compliance with its debt covenants as of December 31, 2018.

Other debt financing transactions.   In the third quarter of 2017, Old Cigna entered into the following debt transactions:

On September 14, 2017, Old Cigna issued $1.6 billion long-term debt and the proceeds were used to pay for the cash tender offer described below. Old Cigna also used the proceeds for general corporate purposes, including the repayment of its Notes that matured in 2018.

Old Cigna completed a cash tender offer to purchase $1.0 billion of aggregate principal amount of certain of its outstanding debt securities in the third quarter of 2017 and recorded a pre-tax loss of $321 million ($209 million after-tax), primarily for premiums paid.

Old Cigna repaid $131 million and $250 million of long-term notes that matured during the first quarter of 2018 and 2017 respectively.

2021.

98


Maturities of outstanding long-term debt and capital leases are as follows:

(In millions)
Scheduled Maturities (1)
2022$500 
2023$2,967 
2024$1,500 
2025$3,100 
2026$2,300 
Maturities after 2026$21,481 
   Scheduled Maturities
(In millions)  Long-term
Debt  (1)
  Capital
Leases
2019 $1,337 $17
2020 $4,700 $14
2021 $7,378 $4
2022 $2,250 $4
2023 $4,917 $4
Maturities after 2023 $20,582 $7
(1)
Long-term debt maturity amounts exclude capital leases.
include current maturities of long-term debt.    

Interest expense on long-term and short-term debt was $507 million$1.3 billion in 2018, $243 million2021, $1.4 billion in 2017,2020 and $251 million$1.6 billion in 2016, excluding losses on the early extinguishment of debt.

2019.

Note 6    Common and Preferred Stock

As more fully described in

Note 3, Cigna acquired Express Scripts on December 20, 2018. Old Cigna shareholders exchanged each of their shares for a share of Cigna common stock8 – Common and shareholders of Express Scripts received 0.2434 of a share of Preferred Stock
Cigna (and $48.75 in cash) for each share of Express Scripts. Following the Merger, Old Cigna was de-listed and shares of Cigna were listed on the New York Stock Exchange for trading.

Cigna (and, prior to the Merger, Old Cigna) has a total of 25 million shares of $1 par value preferred stock authorized for issuance. No shares of preferred stock were outstanding at December 31, 2018, 20172021, 2020 or 2016.

CIGNA CORPORATION - 2018 Form10-K    85

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PART II
ITEM 8. Financial Statements and Supplementary Data

2019.

The following table presents the share activity of Old Cigna and Cigna for the years ended December 31, 2018, 20172021, 2020 and 2016.

2019:
(Shares in thousands)202120202019
Common: Par value $0.01; 600,000 shares authorized
Outstanding- January 1,354,771 372,531 380,924 
Net issued for stock option exercises and other benefit plans3,375 4,142 3,413 
Repurchased common stock(35,198)(21,902)(11,806)
Outstanding- December 31,322,948 354,771 372,531 
Treasury stock71,246 35,505 13,012 
Issued- December 31,394,194 390,276 385,543 
Dividends
In 2021, Cigna initiated and declared quarterly cash dividends of $1.00 per share of Cigna common stock. 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. On February 3, 2022, the Board of Directors declared a quarterly cash dividend of $1.12 per share of Cigna common stock to be paid on March 27, 2022 to shareholders of records on March 9, 2022.
The following table provides details of Cigna's dividend payments:
Record DatePayment DateAmount per Share
Total Amount Paid (in millions)
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
December 7, 2021December 22, 2021$1.00$324
2020
March 10, 2020April 9, 2020$0.04$15
2019
March 11, 2019April 10, 2019$0.04$15

99
(Shares in thousands)  2018  2017  2016
Common: Par value $0.25; 600,000 shares authorized – Old Cigna      

Outstanding – January 1,

  243,967  256,869  256,544

Issued for stock option exercises and other benefit plans

 1,118 2,761 1,110

Repurchased common stock

  (1,300)  (15,663)  (785)

Balance, December 20, 2018 (Merger Date)

 243,785  

Exchange of Old Cigna shares for shares of Cigna

  (243,785)    

Outstanding – December 31,

  243,967 256,869

Retirement of treasury stock on December 20, 2018

  (52,358)    

Exchange of Old Cigna certificated treasury stock for new Cigna certificated treasury stock

 (2)  

Treasury stock – December 31, 2018

    52,178  39,276

Issued – December 31,

  296,145 296,145
Common: Par value $0.01; 600,000 shares authorized – Cigna         

Shares issued to Old Cigna shareholders

 243,785  

Shares issued to Express Scripts shareholders

  137,337    

Issued for stock option exercises and other benefit plans including Express Scripts performance share holders

 91  

Repurchased common stock

  (289)    

Outstanding – December 31, 2018

 380,924  

Treasury stock

  570    

Issued – December 31, 2018

 381,494  



Accelerated Share Repurchase Agreements
On August 23, 2021, as part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements ("ASR agreements") with Morgan Stanley & Co. LLC and JP Morgan Chase Bank, N.A. (collectively, the "Counterparties") to repurchase $2.0 billion of common stock in aggregate. On August 24, 2021, in accordance with the ASR agreements we remitted $2.0 billion to the Counterparties and received an initial delivery of 7.7 million shares of our common stock. We recorded the payments to the Counterparties as a reduction to stockholders' equity, consisting of a $1.6 billion increase in treasury stock, which reflects the value of the initial 7.7 million shares received upon initial settlement and a $400 million decrease in Additional paid-in capital, which reflects the value of the stock held back by the Counterparties pending final settlement of the agreements.

Upon final settlement of the ASR agreements on November 29, 2021 and December 1, 2021, we received an additional 1.8 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 was 9.5 million based on an average daily volume weighted-average share price of our common stock during the term of the agreements, less a discount, of $209.53. In addition, we reclassified the $400 million recorded in Additional paid-in capital to Treasury stock upon settlement.

Note 7

Note 9 – Insurance and Contractholder Liabilities

A.        A.Account Balances – Insurance and Contractholder Liabilities

As of December 31, 2018 and 2017, theContractholder Liabilities

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

December 31, 2021December 31, 2020
(In millions)CurrentNon-currentTotalCurrentNon-currentTotal
Contractholder deposit funds$352 $6,702 $7,054 $350 $6,823 $7,173 
Future policy benefits312 9,194 9,506 327 9,317 9,644 
Unearned premiums558 418 976 485 394 879 
Unpaid claims and claim expenses
Cigna Healthcare4,159 102 4,261 3,608 87 3,695 
Other Operations548 180 728 538 223 761 
Total5,929 16,596 22,525 
Insurance and contractholder liabilities classified as Liabilities of businesses held for sale (1)
(611)(4,033)(4,644)
Total insurance and contractholder liabilities$5,318 $12,563 $17,881 $5,308 $16,844 $22,152 
   December 31, 2018  December 31, 2017
(In millions)  Current  Non-current  Total  Current  Non-current  Total
Contractholder deposit funds $641 $7,365 $8,006 $713 $7,483 $8,196
Future policy benefits  740  8,981  9,721  706  9,334  10,040
Unpaid claims and claim expenses            

Integrated Medical

  2,678  19  2,697  2,401  19  2,420

Other segments

 2,394 3,230 5,624 2,178 3,289 5,467
Unearned premiums  348  379  727  319  405  724
Total insurance and contractholder liabilities $6,801 $19,974 $26,775 $6,317 $20,530 $26,847
(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.


Accounting Policy - Contractholder Deposit Funds:Funds. Liabilities for contractholder deposit funds primarily include deposits received from customers for investment-related and universal life products and investment earnings on their fund balances. These liabilities are adjusted to reflect administrative charges and, for universal life fund balances, mortality charges. In addition, this caption includes: 1) premium stabilization reserves under group health insurance contracts representing experience refunds left with the Company to pay future premiums; 2) deposit administration funds used to fund non-pension retiree insurance programs; 3) retained asset accounts;accounts and 4) annuities or supplementary contracts without significant life contingencies. Interest credited on these funds is accrued ratably over the contract period.

Accounting Policy - Future Policy Benefits:Benefits. Future policy benefits represent the present value of estimated future obligations under long-term life and supplemental health insurance policies and annuity products currently in force. These obligations are estimated using actuarial methods and consist primarily of reserves for annuity contracts, life insurance benefits, GMDB contracts (see(GMDB contracts are fully reinsured, see Note 810 for additional information) and certain health, life and accident insurance products of our International Markets segment.

international businesses to be sold.

Obligations for annuities represent specified periodic benefits to be paid to an individual or groups of individuals over their remaining lives. Obligations for life insurance policies and GMDB contracts represent benefits expected to be paid to policyholders, net of future premiums expected to be received. Management estimates these obligations based on assumptions as to premiums, interest rates, mortality or morbidity, future claim adjudication expenses and surrenders, allowing for adverse deviation as appropriate. Mortality, morbidity and surrender assumptions are based on the Company's own experience and published actuarial tables. Interest rate
100


assumptions are based on management's judgment considering the Company's experience and future expectations and range from 1% to 9%. Obligations for the direct and assumed run-off settlement annuity business include adjustments for realized and unrealized investment returns consistent with GAAP when a premium deficiency exists.

86    CIGNA CORPORATION - 2018 Form10-K

Table As of Contents

PART II
ITEM 8. Financial StatementsDecember 31, 2021, approximately 18% of the liability for future policy benefits was supported by assets held in trust for the benefit of the ceding company under reinsurance agreements.

Accounting Policy - Unearned Premium. The unrecognized portion of premiums received is recorded as unearned premiums included in insurance and Supplementary Data

contractholder liabilities.
B.Unpaid Claims and Claim Expenses – Cigna Healthcare

B.        Unpaid Claims and Claim Expenses – Integrated Medical

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 no longer includes amounts from the international health care businessInternational Health businesses now reported in International MarketsCigna Healthcare following our change in segment reporting in 2018.2021. Prior year rollforwards have been updated to reflect this segment change.

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

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

trend.

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

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

This liability predominately consists of incurred but not reported amounts and reported claims in process including expected development on reported claims.

The total of incurred but not reported liabilities plus expected development on reported claims, including reported claims in process, was $2.5$4.0 billion at December 31, 20182021 and $2.3$3.4 billion at December 31, 2017. The remaining balance in both periods reflects amounts due for physician incentives and other medical care expenses and services payable.

2020.

101


Activity, net of intercompany transactions, in the unpaid claims liability for the Integrated MedicalCigna Healthcare segment for the years ended December 31 was as follows:


(In millions) 2018 2017 2016
(In millions)202120202019
Balance at January 1, $2,420 $2,261 $2,105
Beginning balanceBeginning balance$3,695 $3,336 $3,090 
Less: Reinsurance and other amounts recoverable 262 273 237Less: Reinsurance and other amounts recoverable237 318 280 
Balance at January 1, net 2,158 1,988 1,868
Acquired, net 40  
Beginning balance, netBeginning balance, net3,458 3,018 2,810 
Incurred costs related to:      Incurred costs related to:

Current year

 21,331 19,334 18,085Current year31,755 27,494 26,026 

Prior years

 (173) (227) (70)Prior years(219)(144)(180)

Total incurred

 21,158 19,107 18,015Total incurred31,536 27,350 25,846 
Paid costs related to:      Paid costs related to:

Current year

 18,978 17,179 16,142Current year27,929 24,187 23,176 

Prior years

 1,945 1,758 1,753Prior years3,065 2,723 2,462 

Total paid

 20,923 18,937 17,895Total paid30,994 26,910 25,638 
Balance at December 31, net 2,433 2,158 1,988
Ending balance, netEnding balance, net4,000 3,458 3,018 
Add: Reinsurance and other amounts recoverable 264 262 273Add: Reinsurance and other amounts recoverable261 237 318 
Balance at December 31, $2,697 $2,420 $2,261
Ending balanceEnding balance$4,261 $3,695 $3,336 

Reinsurance and other amounts recoverable reflect amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims forof certain business wherefor which the Company administers the plan benefits but thewithout any right of offset does not exist.offset. See Note 810 for additional information on reinsurance.

Variances in incurred costs related to prior years' unpaid claims and claimsclaim expenses that resulted from the differences between actual experience and the Company's key assumptions were as follows for the years ended December 31:

31 were as follows:
(Dollars in millions)20212020
$
% (1)
$
% (2)
Actual completion factors$81 0.3 %$57 0.2 %
Medical cost trend138 0.5 87 0.4 
Total favorable variance$219 0.8 %$144 0.6 %
   2018  2017
($ in millions)  $  (1)  $  (2)
Actual completion factors $92 0.5% $87 0.6%
Medical cost trend  72  0.4  131  0.7
Other 9  9 
Total favorable variance $173  0.9% $227  1.3%
(1)
Percentage of current year incurred costs as reported for 2017.

the year ended December 31, 2020.
(2)
Percentage of current year incurred costs as reported for 2016.
CIGNA CORPORATION - 2018 Form10-K    87

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PART II
ITEM 8. Financial Statements and Supplementary Data

Incurred costs related to prior years in the table above, although adjusted through shareholders' net income, do not directly correspond to an increase or decrease to shareholders' net income. The primary reason for this difference is that decreases to prior year incurred costs pertaining to the portion of the liability established for moderately adverse conditions are not considered as impacting shareholders' net income if they are offset by increases in the current year provision for moderately adverse conditions.

Prior year development increased shareholders' net income by $77 million ($97 million before tax) for the year ended December 31, 2018, compared with $96 million ($148 million before tax) in 2017. 2019.

Favorable prior year development implies primarilyin both years reflects lower than expected utilization of medical services while unfavorable prior year development implies higher than expected utilization of medical services. Prior year development amounts closeas compared to zero imply utilization of medical services that are consistent with expectations.

our assumptions.

102


The following table depicts the incurred and paid claims development as of December 31, 20182021 (net of reinsurance), claims frequency metrics and incurred but not reported liabilities reported in the Integrated MedicalCigna Healthcare segment. The information about incurred and paid claims development for the year ended December 31, 20172020 is presented as supplementary information and is unaudited.

 Incurred Costs  
Incurral Year2020
(Unaudited)
2021Unpaid Claims & Claim ExpensesClaims Frequency
(In millions)   
2020$26,532 $26,332 156 4.7  million
202130,735 3,696 5.1  million
Cumulative incurred costs for the periods presented$57,067   
 Cumulative Costs Paid  
Incurral Year2020
(Unaudited)
2021  
(In millions)
2020$23,347 $26,176   
202127,039   
Cumulative paid costs for the periods presented$53,215   
Outstanding liabilities for the periods presented, net of reinsurance$3,852   
Other long-duration liabilities not included in development table above148   
Net unpaid claims and claims expenses - Cigna Healthcare4,000   
Reinsurance and other amounts recoverable261   
Unpaid claims and claim expenses - Cigna Healthcare$4,261   
   Incurred Costs   
Incurral Year
(in millions)
  2017
(Unaudited)
  2018  Unpaid Claims &
Claim Expenses
  Claims Frequency
2017 $18,692 $18,528 $22 2.6 million
2018     20,458 $2,266  2.9 million
Cumulative incurred costs plus acquired for the periods presented  $38,986  


   Cumulative Costs Paid      
Incurral Year  2017
(Unaudited)
  2018      
2017 $16,628 $18,506      
2018     18,192      
Cumulative paid costs for the periods presented  $36,698      
​ ​ 
Outstanding liabilities for the periods presented, net of reinsurance    $2,288      
Other long-duration liabilities not included in development table above  145      
​ ​ 
Net unpaid claims and claims expenses — Integrated Medical     2,433      
Reinsurance and other amounts recoverable  264      
Unpaid claims and claim expenses — Integrated Medical    $2,697      

More than 95% of health claims for an accidentincurred in a calendar year are paid within one year of their incurred date.

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

C.Unpaid Claims and Claim Expenses – Other Operations

C.        Unpaid Claims and Claim Expenses – International Markets and Group Disability and Other

This liability now includes amounts from international health care following our change in segment reporting in 2018. Prior year rollforwards have been updated to reflect this segment change.

Accounting policy.Liabilities for unpaid claims and claim expenses are established by book of business within Other Operations including the Company's International Markets segment and Group Disability and Other. Liabilities for unpaidinternational businesses to be sold. Unpaid claims and claim expenses within the group disability and life business consist of the following primary products: long-term and short-term disability, life insurance, and accident coverages. Unpaid claims and claim expensesOther Operations consist of (1) case or claims reserves for reported claims that are unpaid as of the balance sheet date; (2) incurred but not reported reserves for claims when the insured event has occurred but has not been reported to the Company;Company and (3) loss adjustment expense reserves for the expected costs of settling these claims. The Company consistently estimates incurred but not yet reported losses using actuarial principles and assumptions based on historical and projected claim incidence patterns, claim size and the expected payment period. The Company recognizes the actuarial best estimate of the ultimate liability within a level of confidence, consistent with actuarial standards of practice that the liabilities be adequate under moderately adverse conditions. The Company immediately records an adjustment in medicalMedical costs and other benefit expenses when estimates of these liabilities change.

See Note 4 for a discussion of the divestiture of the Group Disability and Life business on December 31, 2020. Prior to the sale, the liabilities for unpaid claims and claim expenses in the Group Disability and Life business reflected reserves for long-term and short-term disability, life insurance and accident products. The majority of the Company'sunpaid claim liability forrelated to disability claims consists ofthat was measured as the present value of estimated future benefit payments, including expected development, for each reported claim that is currentlywas receiving benefit payments over the expected disability period or pending a decision on eligibility for benefits, over the expected disability period. The Company projects the expected disability period by using historical resolution rates combined with an analysis of current trends and operational factors to develop current estimates of resolution rates. Expected claim resolution rates may vary based upon the Company's experience for the anticipated disability period, the covered benefit period, the cause of disability, the benefit design and the claimant's age, gender and income level. The gross monthly benefit is reduced (offset) by disability income received under other benefit programs, most commonly Social Security Disability Income, workers' compensation, statutory disability or other group benefit plans. The Company estimates the probability and amount of future offset awards and lapses based on the Company's experience for certain offsets not yet finalized.

88    CIGNA CORPORATION - 2018 Form10-K
benefits.

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The Company also establishes a liability for the expected present value of future benefit payments for known claims that have recently been resolved but may reopen in the future, based on Company experience. Prior to a claim becoming known, the Company establishes a liability for incurred but not reported claims, using standard actuarial techniques and calculations based on completion factors and loss ratio assumptions using the Company's experience combined with an analysis of current trends and operational factors. Completion factors are impacted by several key items including changes in claim inventory levels, claim payment patterns, changes in business volume and other factors. Loss ratio assumptions are developed using historical Company experience, adjusted prospectively for expected changes in the underlying business including rate actions, persistency and inforce growth.


Liability balance details. The liability details for unpaid claims and claim expenses as of December 31 are as follows:

follows. The liability no longer includes the International Health businesses now reported in Cigna Healthcare following our change in segment reporting. Prior year rollforwards have been updated to reflect the segment change.
(In millions)December 31, 2021December 31, 2020
Other Operations
International businesses to be sold$447 $452 
Other Operations281 309 
Unpaid claims and claim expenses Other Operations728 761 
(In millions)  2018  2017
Group Disability and Other    

Group Disability and Life

 $4,674 $4,491

Other Operations

 192 193

Total Group Disability and Other

  4,866  4,684
International Markets 758 783
Unpaid claims and claim expenses Group Disability and Other and International Markets $5,624 $5,467

The Company discounts certain liabilities, predominantly long-term disability, because benefits payments are made over extended periods. Discount rate assumptions for these liabilities are based on projected investment returns for the supporting asset portfolios. Details of the Company's unpaid claim discounted liability balances as of December 31 were as follows:

(In billions)  2018  2017
Discounted liabilities $4.2 $4.0
Aggregate amount of discount $1.1 $1.0
Range of discount rates 4.2% - 5.2% 4.5% - 5.2%

Interest is accreted and recognized in medical costs and other benefit expenses in the Consolidated Statements of Income.

Activity in the Company's liabilities for unpaid claims and claim expenses excluding Other Operations, arefor international businesses held for sale and, prior to the sale, Group Disability and Life (see Note 4 for further information) 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 fullylargely reinsured.

(In millions)
2021 (1)
20202019
Beginning balance$452 $5,372 $5,039 
Less: Reinsurance45 169 140 
Beginning balance, net407 5,203 4,899 
Incurred claims related to:
Current year982 4,205 3,958 
Prior years:
Interest accretion 154 152 
All other incurred11 48 (25)
Total incurred993 4,407 4,085 
Paid claims related to:
Current year738 2,392 2,163 
Prior years227 1,690 1,607 
Total paid965 4,082 3,770 
Foreign currency(34)21 (11)
Divestiture of Group Disability and Life business (2)
 (5,142)— 
Ending balance, net401 407 5,203 
Add: Reinsurance46 45 169 
Ending balance
$447 $452 $5,372 
(In millions)  2018  2017  2016
Balance at January 1, $5,274 $4,997 $4,609
Less: Reinsurance  140  123  121
Balance at January 1, net 5,134 4,874 4,488
Incurred claims related to:         

Current year

 5,350 5,097 5,116

Prior years

         

Interest accretion

 156 163 161

All other incurred

  (147)  (43)  85

Total incurred

 5,359 5,217 5,362
Paid claims related to:         

Current year

 3,391 3,229 3,221

Prior years

  1,808  1,757  1,739

Total paid

 5,199 4,986 4,960
Acquisitions  23     
Foreign currency (41) 29 (16)
Balance at December 31, net  5,276  5,134  4,874
Add: Reinsurance 156 140 123
Balance at December 31, $5,432 $5,274 $4,997
(1) Includes unpaid claims amounts classified as Liabilities of businesses held for sale.

(2) Includes Group Disability and Life reserves sold or reinsured to New York Life Insurance Company as part of the sale of the Group Disability and Life business and immaterial retained balances which are now excluded from this table.
Reinsurance in the previous 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 primarily to limit losses from large exposures and to permit recovery of a portion of incurred losses. See Note 8 for additional information on reinsurance.

The majority of the liability for unpaid claims and claim expenses is related to disability claims with long-tailed payouts. Interest earned on assets backing these liabilities is an integral part of pricing and reserving. Therefore, interest accreted on prior year balances is shown as a separate component of prior year incurred claims. This interest is calculated by applying the average discount rate used in determining the liability balance to the average liability balance over the period. The remaining prior year incurred claims amount primarily reflects updates to the Company's liability estimates and variances between actual experience during the period relative to the assumptions and expectations reflected in determining the liability. Assumptions reflect the Company's expectations over the life of the book of business and will vary from actual experience in any period, both favorably and unfavorably, with variation in resolution rates being the most significant driver for the long-term disability business. Favorable prior year incurred claims reported in 2018 largely reflect favorable loss ratio experience for long-term disability and life relative to expectations. Favorable prior year incurred claims reported in 2017 largely reflect improved resolution rate experience for long-term disability relative to expectations. Prior year incurred claims reported in 2016 included the impact of changes made to our disability claims management process and a period of elevated life claims.

CIGNA CORPORATION - 2018 Form10-K    89

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Long-term disability development tables.   The table below presents information about incurred and paid claims development as of December 31, 2018 (net of reinsurance), total incurred but not reported liabilities, and cumulative claims frequency for the Company's long-term disability book of business. The information about incurred and paid claims development for the years ended 2012 through 2017 is presented as supplementary information and is unaudited. As permitted under GAAP, the Company presented development table information beginning in 2012 because obtaining information beyond this period was impracticable as historical data was not maintained in such detail.

(In millions, except for claims frequency)

     

  Incurred Claims (undiscounted)  Incurred
But Not
  

  Unaudited  Reported Claims

Accident Year

  2012  2013  2014  2015  2016  2017  2018  Liabilities (1) Frequency

2012

 $995 $951 $889 $876 $883 $880 $861 $ 21,183

2013

     1,063  1,037  1,062  1,072  1,057  1,032   23,526

2014

   1,158 1,129 1,167 1,146 1,094  25,314

2015

           1,184  1,154  1,185  1,160   25,737

2016

     1,246 1,184 1,199 3 25,349

2017

                 1,226  1,193  10 23,382

2018

       1,348 515 12,025

Cumulative incurred claims for the periods presented

 $7,887     
(1)
Incurred but not reported amounts are included in 2018 incurred claims.


  Cumulative Paid Claims     

  Unaudited        

Accident Year

  2012  2013  2014  2015  2016  2017  2018     

2012

 $81 $288 $429 $504 $571 $621 $661      

2013

     92  342  503  600  670  732      

2014

   111 379 575 667 743      

2015

           114  417  603  702      

2016

     122 411 598      

2017

                 110  396      

2018

       116      

Cumulative paid claims for the periods presented

    $3,948      

All outstanding liabilities for the periods presented, net of reinsurance

  $3,939      

All outstanding liabilities prior to 2012, net of reinsurance

     921      

Impact of discounting

  (885)     

Liability for long-term disability unpaid claims and claim expenses, net of reinsurance

    $3,975      

The claims frequency metric used for the Company's long-term disability line of business represents the number of unique claim events for which benefits have been approved and payments made. Claim events are identified using a unique claimant identifier and incurral date. Thus, if an individual has multiple claims for different disabling events (and therefore different incurral dates), each will be determined to be a unique claim event. However, if an individual receives multiple benefits under more than one policy (for example for supplemental disability benefits such as pension contribution benefits or survivor benefits), the Company treats this as a single claim occurrence because they related to the same claim event. Claims frequency metrics for the most recent year are expected to be low reflecting the long-term disability product features including waiting and elimination periods that result in delayed eligibility for contract benefits. Claims that did not result in a liability are not included in the frequency metric.

The following is supplementary and unaudited information about average historical claims payout patterns for the long-term disability business for the years presented in the development table as of December 31, 2018. The average annual percentage payout of incurred claims, net of reinsurance, is approximately 9% in year one, 24% in year two, 16% in year three, 9% in year four, 7% in year five, 6% in year six and 5% in year seven.

90    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

The following table reconciles the long-term disability net incurred and paid claims development table to the liability for unpaid claims and claim expenses in the Company's Consolidated Balance Sheets as of December 31, 2018.

(In millions)
  
 

Net outstanding liabilities — Group Disability and Life businesses

   

Long-term disability liabilities, net of reinsurance

 $3,975 

Other short-duration insurance books of business, net of reinsurance

 594 

Liabilities for unpaid claims and claim expenses, net of reinsurance

  4,569 

Reinsurance recoverable on unpaid claims — Group Disability and Life businesses

   

Long-term disability

  94 

Other short-duration insurance books of business

 11 

Total reinsurance recoverable on unpaid claims

  105 

Total liability for unpaid claims and claim expenses — Group Disability and Life businesses

 4,674 

International Markets segment

  758 

Other Operations

 192 

Unpaid claims and claim expenses — Group Disability and Other and International Markets

 $5,624 

The other short-duration insurance books of business, net of reinsurance, primarily include liabilities for life, accident and short-term disability insurance products. Liabilities for these products are typically complete within one year. Claim development on these liabilities is largely driven by completion factors and loss ratio assumptions.

Note 8    Reinsurance

The Company's insurance subsidiaries enter into agreements with other insurance companies to assume and cede reinsurance. Reinsurance is ceded primarily in acquisition and disposition transactions when the underwriting company is not being acquired. Reinsurance is also used to limit losses from large exposures and to permit recovery of a portion of direct or assumed losses. 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.


104

A.       Reinsurance Recoverables

The majority



A.Reinsurance Recoverables

Accounting policy. Reinsurance recoverables represent amounts due from reinsurers for both paid and unpaid claims of the Company's reinsurance recoverables resulted from acquisition and disposition transactions in which the underwriting company was not acquired. Components of the Company's reinsurance recoverables are presented in the following table. Included in the table below is $297 million as of December 31, 2018 and $282 million as of December 31, 2017 of current reinsurance recoverables that are reported in other current assets.

(Dollars in millions)
Line of Business
 Reinsurer(s)
 December 31,
2018

 December 31,
2017

 Collateral and Other Terms at December 31, 2018
Ongoing Operations        
Integrated Medical, International Markets, Group Disability, COLI Various $464 $454 Balances range from less than $1 million up to $70 million. Over 70% of the balance is from companies rated as investment grade by Standard & Poor's.
Total recoverables related to ongoing operations  464 454 
Acquisition, disposition or runoff activities        
Individual Life and Annuity (sold in 1998) Lincoln National Life and Lincoln Life & Annuity of New York 3,312 3,436 Both companies' ratings were well above the level that would trigger a contractual obligation to fully secure the outstanding balance.
GMDB (effectively exited in 2013) Berkshire  893  928 100% secured by assets in a trust.
Retirement Benefits Business (sold in 2004) Prudential Retirement Insurance and Annuity 787 850 100% secured by assets in a trust.
Supplemental Benefits Business (2012 acquisition) Great American Life  261  283 100% secured by assets in a trust.
Other Various 87 95 100% secured by assets in a trust or other deposits.
Total recoverables related to acquisition, disposition or runoff activities    5,340  5,592  
Total reinsurance recoverables

 $5,804 $6,046 
​ ​ ​ ​ 

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


The majority of the Company's reinsurance recoverables resulted from acquisition and disposition transactions in which the underwriting company was not acquired. Included in the table below are $129 million of current reinsurance recoverables that are reported in Other current assets as of December 31, 2021; as of December 31, 2020 there were $217 million of current reinsurance recoverables reported in Other current assets. The Company's reinsurance recoverables as of December 31, 2021 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 recoverable
Collateral provisions exist that may mitigate risk of credit loss (2)
No collateralTotal
Ongoing Operations
   A-A A- equivalent and higher current ratings (1)
$ $ $172 $172 
BBB BBB- to BBB+ equivalent current credit ratings (1)
  61 61 
Not rated103 1 35 139 
Total recoverables related to ongoing operations (3)
103 1 268 372 
Acquisition, disposition or runoff activities
A- equivalent and higher current ratings (1)
Lincoln National Life and Lincoln Life & Annuity of New York 2,935  2,935 
Berkshire Hathaway Life Insurance Company of Nebraska276 370  646 
Prudential Retirement Insurance and Annuity565   565 
Life Insurance Company of North America— 437 — 437 
Other220 17 17 254 
Not rated 12 3 15 
Total recoverables related to acquisition, disposition or runoff activities1,061 3,771 20 4,852 
Total$1,164 $3,772 $288 $5,224 
Allowance for uncollectible reinsurance(30)
Total reinsurance recoverables (3)
$5,194 
(1) Certified by a nationally recognized statistical rating organization ("NRSRO").
(2) Includes collateral provisions requiring the reinsurer to fully collateralize its obligation if its external credit rating is downgraded to a specified level.
(3) Includes $95 million of recoverables classified as Assets of businesses held for sale.
Collateral levels are defined internally based on the fair value of the collateral relative to the carrying amount of the reinsurance arrangementsrecoverable, the frequency at which collateral is required to be replenished and establishes reserves against the recoverables if recovery is not considered probable.

CIGNA CORPORATION - 2018 Form10-K    91

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ITEM 8. Financial Statements and Supplementary Data

potential for volatility in the collateral's fair value.

105

B.       Effects of Reinsurance



B.Effects of Reinsurance
The following table presents direct, assumed and ceded premiums for both short-duration and long-duration insurance contracts. It also presents reinsurance recoveries that have been netted against benefit expenses in the Company's Consolidated Statements of Income.

(In millions)202120202019
Premiums
Short-duration contracts
Direct$36,513 $38,425 $35,690 
Assumed335 85 64 
Ceded(148)(230)(203)
Total short-duration contract premiums36,700 38,280 35,551 
Long-duration contracts
Direct4,753 4,517 4,352 
Assumed99 99 105 
Ceded(398)(269)(294)
Total long-duration contract premiums4,454 4,347 4,163 
Total premiums$41,154 $42,627 $39,714 
Total reinsurance recoveries$552 $431 $395 

C.Effective Exit of GMDB and GMIB Business
(In millions)
 2018
 2017
 2016
 

Premiums

       

Short-duration contracts

          

Direct

 $32,148 $28,838 $27,694 

Assumed

  77  199  247 

Ceded

 (182)(150)(229)

Total short-duration contract premiums

  32,043  28,887  27,712 

Long-duration contracts

       

Direct

  4,268  3,748  3,259 

Assumed

 116 130 137 

Ceded

          

Individual life insurance and annuity business sold

 (133)(143)(153)

Other

  (181) (131) (131)

Total long-duration contract premiums

 4,070 3,604 3,112 

Total premiums

 $36,113 $32,491 $30,824 

Reinsurance recoveries

       

Individual life insurance and annuity business sold

 $249 $259 $279 

Other

 203 66 261 

Total reinsurance recoveries

 $452 $325 $540 

The effects of reinsurance on written premiums for short-duration contracts were not materially different from the recognized premium amounts shown in the table above.

C.       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 $3.4$3.2 billion remaining at December 31, 2018.

2021.

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 otherOther current assets and otherOther assets and GMIB liabilities are reported in accruedAccrued expenses and other liabilities and otherOther non-current liabilities.

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.


Accounting policy.The Company estimates the gross liability and reinsurance recoverable with an internal model based on the Company's experience and future expectations over an extended period, consistent with the long-term nature of this product. As a result of the reinsurance transaction, reserve increases have a corresponding increase in the recorded reinsurance recoverable, provided the increased recoverable remains within the overall Berkshire limit (including the GMIB asset presented below).



106


The following table presents the account value, net amount at risk and average attained agethe number of underlying 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. Unless the Berkshire reinsurance limit is exceeded, theThe Company should be reimbursed in full for these payments.

payments unless the Berkshire reinsurance limit is exceeded.
(Dollars in millions, excludes impact of reinsurance ceded)December 31, 2021December 31, 2020
Account value$9,795 $9,523 
Net amount at risk$1,392 $1,570 
Average attained age of contractholders (weighted by exposure)7777
Number of contractholders (estimated)170,000 185,000 
(Dollars in millions, excludes impact of reinsurance ceded)  2018  2017
Account value $8,402 $10,109
Net amount at risk $2,466 $2,112
Average attained age of contractholders (weighted by exposure) 74 75
Number of contractholders  220,000  245,000

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 mustcan 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, for these contracts.

92    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

Berkshire.


Accounting policy. The Company reports GMIB liabilities and assets as derivatives at fair value because cash flows of these liabilities and assets are affected by equity markets and interest rates, but are without significant life insurance risk and are settled in lump sum payments. The Company receives and pays fees periodically based on either contractholders' account values or deposits increased at a contractual rate. The Company will also pay and receive cash depending on changes in account values and interest rates when contractholders first elect to receive minimum income payments. Cash flows on these contracts are reported in operating activities.

Assumptions used in fair value measurement.measurement. GMIB assets and liabilities are established using capital market assumptions and assumptions related to future annuitant behavior (including mortality, lapse and annuity election rates). The Company classifies GMIB assets and liabilities in Level 3 inof the fair value hierarchy described in Note 1012 because assumptions related to future annuitant behavior are largely unobservable.

The only assumption expected to impact future shareholders' net income is non-performance risk. The non-performance risk adjustment reflects a market participant's view of nonpayment risk by adding an additional spread to the discount rate in the calculation of both (a) the GMIB liabilities to be paid by the Company and (b) the GMIB assets to be paid by the reinsurers, after considering collateral.

The Company regularly evaluates eachimpact of the assumptions used in establishing these assets and liabilities. Significant decreases in assumed lapse rates or spreads used to calculate non-performance risk ofwas immaterial for the Company, or significant increases in assumed annuity election rates or spreads used to calculate the non-performance risk of the reinsurers, would result in higher fair value measurements. A change in one of these assumptions is not necessarily accompanied by a change in another assumption.

years ended December 31, 2021 and December 31, 2020.

GMIB liabilities totaling $706$572 million as of December 31, 20182021 and $762$729 million as of December 31, 2017 were reported in accrued expenses and other2020 are classified as Level 3 because fair value inputs are largely unobservable. The GMIB liabilities and other non-current liabilities.reflect the Company's credit risk, while the reinsurance recoverable reflects the credit risk of the reinsurers. There were three3 reinsurers covering 100% of the GMIB exposures as of December 31, 20182021 and 2017December 31, 2020 as follows:

(In millions)
Line of BusinessReinsurerDecember 31, 2021December 31, 2020Collateral and Other Terms at December 31, 2021
GMIBBerkshire$283 $353 100% were secured by assets in a trust.
Sun Life Assurance Company of Canada167 215 
Liberty Re (Bermuda) Ltd.151 190 100% were secured by assets in a trust.
Total GMIB recoverables reported in Other current assets and Other assets$601 $758 
All reinsurers are rated A- equivalent and higher by an NRSRO.

107
(In millions)
Line of Business
 Reinsurer
 December 31,
2018

 December 31,
2017

 Collateral and Other Terms at December 31, 2018
GMIB Berkshire $341 $359 100% were secured by assets in a trust.
  Sun Life Assurance Company of Canada  208  221  
 Liberty Re (Bermuda) Ltd. 184 197 86% were secured by assets in a trust.
Total GMIB recoverables reported in other current assets and other assets $733 $777  

Amounts included in shareholders net income for GMIB assets and liabilities were not material in 2018, 2017 and 2016.



Note 9Note 11 – Investments Investment Income and Gains and Losses

Cigna's investment portfolio consists of a broad range of investments including fixed maturities,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 accounting policies, investment balances net investment income and realized investment gains and losses. See Note 1012 for information about the valuation of the Company's investment portfolio. Fixed maturities,

Debt securities, commercial mortgage loans, derivative financial instruments and short-term investments with contractual maturities during the next 12twelve months are classified on the balance sheet as current investments, unless they are held as statutory deposits or restricted for other purposes whereand then they are classified in long-termLong-term investments. Equity securities classified as currentmay include exchange traded funds that are used in our cash management process.strategy and are classified as current investments. All other investments are classified in long-termas Long-term investments.

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

classification:
December 31, 2021December 31, 2020
(In millions)CurrentLong-termTotalCurrentLong-termTotal
Debt securities$796 $16,162 $16,958 $959 $17,172 $18,131 
Equity securities 603 603 — 501 501 
Commercial mortgage loans40 1,526 1,566 13 1,406 1,419 
Policy loans 1,338 1,338 — 1,351 1,351 
Other long-term investments 3,574 3,574 — 2,832 2,832 
Short-term investments428  428 359 — 359 
Total1,264 23,203 24,467 
Investments classified as assets of businesses held for sale (1)
(344)(4,765)(5,109)
Investments per Consolidated Balance Sheets$920 $18,438 $19,358 $1,331 $23,262 $24,593 
(1) Investments related to the international life, accident and supplemental benefits businesses that are held for sale. These investments are primarily comprised of debt securities and other long-term investments, and to a lesser extent, equity securities and short-term investments. See Note 5 to the Consolidated Financial Statements for additional information.

A.Investment Portfolio

Debt Securities
   December 31, 2018  December 31, 2017
(In millions)  Current  Long-term  Total  Current  Long-term  Total
Fixed Maturities $1,320 $21,608 $22,928 $1,516 $21,622 $23,138
Equity securities  377  171  548  406  182  588
Commercial mortgage loans 32 1,826 1,858 15 1,746 1,761
Policy loans    1,423  1,423    1,415  1,415
Other long-term investments  1,901 1,901  1,518 1,518
Short-term investments  316    316  199    199
Total $2,045 $26,929 $28,974 $2,136 $26,483 $28,619

A.       Investment Portfolio

Fixed Maturities

Accounting policy.   Fixed maturitiesDebt securities (including bonds, mortgage and other asset-backed securities and preferred stocks redeemable by the investor) are classified as available for sale and are carried at fair value with changes in fair value recorded either in accumulatedAccumulated other comprehensive income (loss) within shareholders' equity.Shareholders' equity or in credit loss expense based on fluctuations in the allowance for credit losses, as further discussed below. Net unrealized appreciation on investmentsdebt securities supporting the Company's run-off settlement annuity business is reported in future policy benefitNon-current insurance and contractholder liabilities rather than accumulatedAccumulated other comprehensive income (loss).

The Company records impairment losses in net income for fixed maturities with fair value below amortized cost that meet either of the following conditions:

If When the Company intends to sell or determines that it is more likely than not to be required to sell these fixed maturities before their fair values recover, an impairment loss is recognized forimpaired debt security, the excess of the amortized cost over fair value.
CIGNA CORPORATION - 2018 Form10-K    93

Backvalue is directly written down with a charge to Contents

PART II
ITEM 8. FinancialRealized investment gains and losses. Certain asset-backed securities are considered variable interest entities, see Note 13 for additional information.

The Company reviews declines in fair value from a debt security's amortized cost basis to determine whether a credit loss exists, and when appropriate, recognizes a credit loss allowance with a corresponding charge to credit loss expense, presented in Realized investment gains and losses in the Company's Consolidated Statements and Supplementary Data

Ifof Income. The allowance for credit loss represents the excess of amortized cost over the greater of its fair value or the net present value of the debt security's projected future cash flows of a fixed maturity (based on qualitative and quantitative factors, including the probability of default and the estimated timing and amount of recovery). Each period, the allowance for credit loss is belowadjusted as needed through credit loss expense.
The Company does not measure an allowance for credit losses for accrued interest receivables. When interest payments are delinquent based on contractual terms or when certain terms (interest rate or maturity date) of the amortized cost basis, that differenceinvestment have been restructured, accrued interest, reported in Other current assets, is written off through a charge to Net investment income and interest income is recognized as an impairment loss. For mortgage and asset-backed securities, estimated futureon a cash flows are also based on assumptions about the collateral attributes including prepayment speeds, default rates and changes in value.

Debt securities are classified as either current or long-term investments based on their contractual maturities. basis.


108


The amortized cost and fair value by contractual maturity periods for fixed maturitiesdebt securities were as follows at December 31, 2018:

2021:
(In millions)Amortized
Cost
Fair
Value
Due in one year or less$812 $816 
Due after one year through five years5,218 5,366 
Due after five years through ten years5,173 5,453 
Due after ten years4,067 4,805 
Mortgage and other asset-backed securities505 518 
Total$15,775 $16,958 
(In millions)
 Amortized
Cost

 Fair Value

Due in one year or less

 $1,323 $1,327

Due after one year through five years

  6,452  6,522

Due after five years through ten years

 10,205 9,992

Due after ten years

  4,064  4,577

Mortgage and other asset-backed securities

 506 510

Total

 $22,550 $22,928

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

Gross unrealized appreciation (depreciation) on fixed maturitiesdebt securities by type of issuer is shown below.

below:
(In millions)Amortized
Cost
Allowance for Credit LossUnrealized
Appreciation
Unrealized
Depreciation
Fair
Value
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 
December 31, 2020
Federal government and agency$334 $— $122 $— $456 
State and local government150 — 17 — 167 
Foreign government2,201 — 318 (8)2,511 
Corporate13,108 (19)1,506 (33)14,562 
Mortgage and other asset-backed427 (7)27 (12)435 
Total$16,220 $(26)$1,990 $(53)$18,131 
Investments supporting liabilities of the Company's run-off settlement annuity business (included in total above) (1)
$2,282 $(5)$838 $(3)$3,112 
(In millions)  Amortized
Cost
  Unrealized
Appreciation
  Unrealized
Depreciation
  Fair Value
December 31, 2018            
Federal government and agency $507 $204 $(1) $710
State and local government  920  66  (1)  985
Foreign government 2,214 155 (7) 2,362
Corporate  18,403  411  (453)  18,361
Mortgage and other asset-backed 506 16 (12) 510
Total $22,550 $852 $(474) $22,928
Investments supporting liabilities of the Company's run-off settlement annuity business (included in total above) (1) $2,264 $479 $(40) $2,703
December 31, 2017            
Federal government and agency $541 $239 $(1) $779
State and local government  1,196  93  (2)  1,287
Foreign government 2,360 142 (15) 2,487
Corporate  17,301  868  (81)  18,088
Mortgage and other asset-backed 469 29 (1) 497
Total $21,867 $1,371 $(100) $23,138
Investments supporting liabilities of the Company's run-off settlement annuity business (included in total above) (1) $2,200 $681 $(2) $2,879
(1)
Net unrealized appreciation for these investments is excluded from accumulated other comprehensive income.

The Company had commitments to purchase $106 million of fixed maturities as of December 31, 2018, all of which bear interest at a fixed market rate.


Review of declines in fair value.Management reviews fixed maturities withimpaired debt securities to determine whether a decline in fair value from cost for impairmentcredit loss allowance is needed based on criteria that include:

length of time and severity of decline;

financial health and specific near term prospects of the issuer;

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

the Company's intent to sell or the likelihood of a required sale prior to recovery.
94    CIGNA CORPORATION - 2018 Form10-K
region.
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PART II
ITEM 8. Financial Statements and Supplementary Data

Management believes the unrealized depreciation below to be temporary based on this review, and therefore has not impaired these amounts.


The table below summarizes fixed maturitiesdebt 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.

These debt securities are primarily corporate securities with a decline in fair value that reflects an increase in market yields since purchase. Our allowance for credit losses on debt securities was not material as of December 31, 2021 and December 31, 2020.
December 31, 2021December 31, 2020
(Dollars in millions)Fair
Value
Amortized
Cost
Unrealized
Depreciation
Number
of Issues
Fair
Value
Amortized
Cost
Unrealized
Depreciation
Number
of Issues
One year or less
Investment grade$2,785 $2,861 $(76)909$1,026 $1,045 $(19)300 
Below investment grade561 578 (17)781381 405 (24)232 
More than one year
Investment grade382 412 (30)14318 18 — 
Below investment grade162 170 (8)5390 100 (10)33 
Total$3,890 $4,021 $(131)1,886 $1,515 $1,568 $(53)571 

Equity Securities

  December 31, 2018  December 31, 2017

(Dollars in millions)

  Fair
Value
  Amortized
Cost
  Unrealized
Depreciation
  Number of
Issues
  Fair
Value
  Amortized
Cost
  Unrealized
Depreciation
  Number of
Issues

One year or less

                

Investment grade

 $7,127 $7,367 $(240)  1,324 $3,272 $3,309 $(37)  797

Below investment grade

 $1,185 $1,240 $(55) 1,190 $543 $553 $(10) 643

More than one year

                        

Investment grade

 $3,023 $3,181 $(158) 784 $1,503 $1,549 $(46) 373

Below investment grade

 $249 $270 $(21)  245 $155 $162 $(7)  42

Equity Securities

Accounting policy.   Upon adopting ASU 2016-01 beginningpolicy. Equity securities with a readily determinable fair value consist primarily of mutual funds that invest in 2018, changesfixed income debt securities while those without a readily determinable fair value consist of private equity investments. Changes in the fair values of equity securities that have a readily determinable fair value (primarily exchange-traded funds) are reported in netNet realized investment gains (losses). As of December 31, 2018, the fair values of theseEquity securities were $415 million and cost was $433 million. Also beginning in 2018, private equity securities of $89 million as of December 31, 2018 without a readily determinable fair value are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes.

The following table provides the values of the Company's equity security investments as of December 31, 2021 and December 31, 2020. The amount of impairments or value changes resulting from observable price changes on equity securities still held was not material.

Equity securities also include hybrid investments consistingmaterial to the financial statements as of preferred stock with call features that are carried at fair value with changes in fair value reported in net realized investment gains (losses) and dividends reported in net investment income. December 31, 2021 or 2020.
December 31, 2021December 31, 2020
(In millions) CostCarrying Value CostCarrying Value
Equity securities with readily determinable fair values$257 $207 $238 $246 
Equity securities with no readily determinable fair value270 396 225 255 
Total$527 $603 $463 $501 

As of December 31, 2018, fair values2021, the Company had a commitment to purchase $550 million of theseequity securities were $44 millionin Bright Health Group, Inc., a technology-enabled health insurance carrier. This transaction was completed in January 2022.

Commercial Mortgage Loans

Accounting policy.Commercial mortgage loans are carried at unpaid principal balances, net of an allowance for expected credit losses, and cost was $58 million, compared withclassified as either current or long-term investments based on their contractual maturities. Changes in the allowance for expected credit losses are recognized as credit loss expense and presented in Realized investment gains and losses in the Company's Consolidated Statements of Income.
Each period, the Company establishes (or adjusts) its allowance for expected credit losses for commercial mortgage loans. The allowance for expected credit losses is based on a credit risk category that is assigned to each loan at origination using key credit quality indicators, including debt service coverage and loan-to-value ratios. Credit risk categories are updated as key credit quality indicators change. An expected loss rate, assigned based on the credit risk category, is applied to each loan's unpaid principal balance to develop the aggregate allowance for expected credit losses. Commercial mortgage loans are considered impaired and written off against the allowance when it is probable that the Company will not collect all amounts due per the terms of the promissory note. In the event of a foreclosure, the allowance for credit losses is based on the excess of the carrying value of the mortgage loan over the fair value of $49 million and cost of $61 million as of December 31, 2017.

its underlying collateral.

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 a fixed raterates of interest and are secured by high quality, primarily completed and substantially leased operating properties.

Accounting policy.   Commercial mortgage loans are carried at unpaid principal balances or, if impaired, the lower of unpaid principal or fair value of the underlying real estate. See the "Impaired commercial mortgage loans" section below for the Company's accounting policy for impaired commercial mortgage loans. Commercial mortgage loans are classified as either current or long-term investments based on their contractual maturities.

As of December 31, 2018, approximately 93% of the Company's commercial mortgage loan portfolio is scheduled to mature in 2022 or thereafter.

Actual maturities could differ from contractual maturities for several reasons: borrowers may have the right to prepay obligations with or without prepayment penalties; the maturity date may be extended; and loans may be refinanced.


110


Credit quality.quality. The Company regularly evaluates and monitors credit risk, beginning with the initial underwriting of a mortgage loan and continuing throughout the investment holding period. Mortgage origination professionals employ an internal credit quality rating system designed to evaluate the relative risk of the transaction at origination that is then updated each year as part of the annual portfolio loan review. The Company evaluates and monitors credit quality on a consistent and ongoing basis, classifying each loan as a loan in good standing, potential problem loan or problem loan.

basis.

Quality ratings are based on our evaluation of a number of key inputs related to the loan, including real estate market-related factors such as rental rates and vacancies, and property-specific inputs such as growth rate assumptions and lease rollover statistics. However, the two most significant contributors to the credit quality rating are the debt service coverage and loan-to-value ratios. The debt service coverage ratio measures the amount of property cash flow available to meet annual interest and principal payments on debt, with a ratio below 1.0 indicating that there is not enough cash flow to cover the required loan payments. The loan-to-value ratio, commonly expressed as a percentage, compares the amount of the loan to the fair value of the underlying property collateralizing the loan.


The following table summarizes the credit risk profile of the Company's commercial mortgage loan portfolio based on loan-to-value and debt service coverage ratios as of December 31, 20182021 and 2017:

December 31, 2020:
(Dollars in millions)December 31, 2021December 31, 2020
Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value RatioCarrying ValueAverage Debt Service Coverage RatioAverage Loan-to-Value Ratio
Below 60%$560 2.18$533 2.28
60% to 79%883 1.89751 2.08
80% to 100%129 1.47141 1.33
Allowance for credit losses(6)(6)
Total$1,566 1.9661 %$1,419 2.0861 %
   2018  2017
(Dollars in millions)
Loan-to-Value Ratio
  Carrying
Value
  Average
Debt Service
Coverage
Ratio
  Average
Loan-to-
Value
Ratio
  Carrying
Value
  Average
Debt Service
Coverage
Ratio
  Average
Loan-to-
Value
Ratio
Below 60% $1,132 2.14  $1,109 2.03 
60% to 79%  650  1.93     652  2.24   
80% to 100% 76 1.49    
Total $1,858  2.04  58% $1,761  2.11  57%
CIGNA CORPORATION - 2018 Form10-K    95

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PART II
ITEM 8. Financial Statements and Supplementary Data

The Company's annual in-depth review of itsAll commercial mortgage loan investments is the primary mechanism for identifying emerging risksloans in the portfolio. The most recent review was completed by the Company's investment professionals in the second quarter of 2018 and included an analysis of each underlying property's most recent annual financial statements, rent rolls, operating plans, budgets, a physical inspection of the property and other pertinent factors. Based on historical results,portfolio are current leases, lease expirations and rental conditions in each market, the Company estimated the current year and future stabilized property income and fair value for each loan.

The Company re-evaluates a loan's credit quality between annual reviews if new property information is received or an event such as delinquency or a borrower's request for restructure causes management to believe that the Company's estimate of financial performance, fair value or the risk profile of the underlying property has been impacted.

Impaired commercial mortgage loans.   A commercial mortgage loan is considered impaired when it is probable that the Company will not collect all amounts due per the terms of the promissory note. Impaired loans are carried at the lower of the unpaid principal balance or fair value of the underlying collateral. Interest income on impaired mortgage loans is only recognized when a payment is received.

There were no impaired commercial mortgage loans as of December 31, 20182021 and 2017.

December 31, 2020.

Policy Loans

Policy Loans

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


Other Long-Term Investments

Other Long-Term Investments

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

Other long-term investments also include investment real estate carried at depreciated cost less any impairment write-downs to fair value when cash flows indicate that the carrying value may not be recoverable. Depreciation is generally recorded using the straight-line method based on the estimated useful life of each asset. Investment real estate as of December 31, 20182021 and 20172020 is expected to be held longer than one year and includesmay include real estate acquired through the foreclosure of commercial mortgage loans.

Additionally, statutory and other long-term investments includesrestricted deposits and foreign currency swaps carried at fair value.value are reported in the table below as "Other." See discussion below for information on the Company's accounting policies for these derivative financial instruments.

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Other long-term investments and related commitments are diversified by issuer, property type and geographic regions. These investments are primarily unconsolidated variable interest entities, see Note 13 for additional information. The following table provides unfunded commitment and carrying value information for these investments. The Company expects to disburse approximately 26%35% of the committed amounts in 2019.

2022.
Unfunded Commitments as of
Carrying value as of December 31,
(In millions)20212020December 31, 2021
Real estate investments$1,152 $951 $752 
Securities partnerships2,272 1,737 1,969 
Other150 144  
Total$3,574 $2,832 $2,721 

Short-Term Investments and Cash Equivalents

  Carrying value as of
December 31,
  Unfunded
Commitments
as of

(In millions)

  2018  2017  December 31, 2018

Real estate investments

 $679 $591 $376

Securities partnerships

  1,045  863  1,063

Other

 177 64 33

Total

 $1,901 $1,518 $1,472

Short-Term Investments and Cash Equivalents

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

Short-term investments and cash equivalents included the following types of issuers:


B.Derivative Financial Instruments

(In millions)

  December 31,
2018
  December 31,
2017

Corporate securities

 $581 $1,143

Federal government securities

 $82 $604

Foreign government securities

 $238 $159

Money market funds

 $1,174 $12

96    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

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 contract holdercontractholder 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.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 andas discussed further in Note 8.10. 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.

Derivative instruments used by the Company typically include foreign currency swap contracts and foreign currency forward contracts. Foreign currency swap contracts periodically exchange cash flows between two currencies for principal and interest. Foreign currency forward contracts require the Company to purchase a foreign currency in exchange for the functional currency of its operating unit at a future date, generally within three months from the contracts' trade dates.

The Company manages the credit risk of these derivative instruments by diversifying its portfolio among approved dealers of high credit quality, and through routine monitoring of credit risk exposures. Certain of the Company's over-the-counter derivative instruments require either the Company or the counterparty to post collateral or demand immediate payment depending on the amount of the net liability position of the derivative instrument and predefined financial strength or credit rating thresholds. These collateral posting requirements vary by counterparty and amounts posted were not significant as of December 31, 2018 or 2017.


Accounting policy.Derivatives are recorded on our balance sheetConsolidated Balance Sheets at fair value and are classified as current or non-current according to their contractual maturities. Further information on our policies for determining fair value are discussed in Note 10. Derivative cash flows are generally reported in operating activities.12. The Company applies hedge accounting when derivatives are designated, qualified and highly effective as hedges. Under hedge accounting, the changes in fair value of the derivative and the hedged risk are generally recognized together and offset each other when reported in shareholders'Shareholders' net income. Various qualitative or quantitative methods appropriate for each hedge are used to formally assess and document hedge effectiveness at inception and each period throughout the life of a hedge.

The Company's derivative financial instruments are presented as follows: 
Fair value hedges of the foreign exchange-related changes in fair values of certain fixed maturity foreign-denominated bonds:bonds: Swap fair values are reported in long-termLong-term investments or otherOther non-current liabilities. ChangesOffsetting changes in fair values attributable to the foreign exchange risk of the swap contracts and the hedged bonds are reported in other realizedRealized investment gains and losses. The portion of the swap contracts' changes in fair value excluded from the assessment of hedge effectiveness is recorded in accumulated otherOther comprehensive income and recognized in netNet investment income as swap coupon payments are accrued, offsetting the foreign denominatedforeign-denominated coupons received on the designated bonds.

Net cash flows are reported in Operating activities, while exchanges of notional principal amounts are reported in Investing activities.
Fair value hedges of the interest rate exposure on the Company's long-term debt: Using fair value hedge accounting, the fair values of the swap contracts are reported in Other assets or Other liabilities. The critical terms of these swaps match those of the long-term debt being hedged. As a result, the carrying value of the hedged debt is adjusted to reflect changes in its fair value driven by the Secured Overnight Financing Rate ("SOFR"). The effects of those adjustments on interest expense are offset by the effects of corresponding changes in the swaps' fair value. The net impact from the hedge reported in Interest expense and other reflects interest expense on the hedged debt at the variable interest rate. Cash flows relating to these contracts are reported in Operating activities.
Net investment hedges of certain foreign subsidiaries that conduct their business principally in Euros:currencies other than the U.S. dollar: The fair values of the foreign currency swap and forward contracts are reported in otherOther assets or other non-currentOther liabilities. The changes in fair values of these instruments are reported in otherOther comprehensive income, specifically in translation of foreign currencies. The portion of the change in swap fair values relating to foreign exchange spot rates will be recognized in earnings upon deconsolidation of the hedged foreign subsidiaries. The remaining changes in swap fair value of these instruments are
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excluded from theour effectiveness assessment and recognized in selling, generalInterest expense and administrative expenses as swap coupon paymentsother over the term of the instrument. Cash flows relating to these contracts are accrued. The notional value of hedging instruments matches the hedged amount of subsidiary net assets.

reported in Investing activities.
Economic hedges for derivatives not designated as accounting hedges:hedges: Fair values of derivative instrumentsforward contracts are reported in currentCurrent investments or accruedAccrued expenses and other liabilities. The changes in fair values are reported in net realizedRealized investment gains and losses.

Gross Cash flows relating to these contracts are reported in Investing activities.


The gross fair values of our derivative financial instruments are presented in Note 10.12. As of December 31, 20182021 and 2017,December 31, 2020, the effects of derivative financial instruments onused in these individual hedging strategies were not material to the Consolidated Financial Statements, were not material, including gains or losses reclassified from accumulatedAccumulated other comprehensive income into shareholders'Shareholders' net income, as well as amounts excluded from the assessment of hedge effectiveness.effectiveness and fair values of assets posted or held as collateral supporting the fair values of these derivative financial instruments. The following table summarizes the types and notional quantity of derivative instruments held by the Company.

Company:
Notional Value as of
(In millions)December 31, 2021December 31, 2020
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 Euro, with the remaining instruments denominated in British Pound Sterling and Australian Dollars.
Foreign currency swap contracts$1,081 $925 
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$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 Dollar and Taiwan Dollar.
Foreign currency swap contracts$526 $526 
Foreign currency forward contracts$1,380 $636 
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$720 $538 

Concentration of Risk
(In millions)    Notional Value as
of December 31,
Type of Instrument Purpose  2018  2017
Foreign currency swap contracts Fair value hedge: To hedge the foreign exchange-related changes in fair values of certain fixed maturity foreign-denominated bonds. The notional value of these derivatives matches the amortized cost of the hedged bonds. $525 $318
Foreign currency swap contracts 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 Euros. The notional value of hedging instruments matches the hedged amount of subsidiary net assets. $439 $
Foreign currency forward contracts Economic hedge: To hedge the foreign exchange related changes in fair values of a U.S. dollar-denominated fixed maturity bond portfolio 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 bond portfolio. $309 $255

Concentration of Risk

The Company did not have a concentration of investments in a single issuer or borrower exceeding 10% of shareholders' equity as of December 31, 2018 and 2017.

CIGNA CORPORATION - 2018 Form10-K    97

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PART II
ITEM 8. Financial Statements and Supplementary Data

2021 or 2020.

C.Net Investment Income

B.       Net Investment Income

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

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The components of pre-tax netNet investment income for the years ended December 31 were as follows:

(In millions)202120202019
Debt Securities$689 $962 $986 
Equity securities12 11 
Commercial mortgage loans60 80 88 
Policy loans63 64 66 
Other long-term investments758 127 167 
Short-term investments and cash26 52 131 
Total investment income1,608 1,296 1,443 
Less investment expenses59 52 53 
Net investment income$1,549 $1,244 $1,390 
(In millions)  2018  2017  2016 
Fixed maturities $1,009 $946 $899 
Equity securities  28  14  4 
Commercial mortgage loans 78 81 91 
Policy loans  70  69  72 
Other long-term investments 156 124 98 
Short-term investments and cash  194  42  26 
Total investment income 1,535 1,276 1,190 
Less investment expenses  55  50  43 
Net investment income $1,480 $1,226 $1,147 

Real estate investments and securities partnerships with a carrying value of $150 million atInvestment income for the year ended December 31, 2018 and $191 million at2021 increased versus the year ended December 31, 2017 were non-income producing during2020 due to strong performance of assets underlying our limited partnership investments reported in Other long-term investments. The overall increase in investment income was partially offset by lower investment income from our debt securities as a result of lower invested asset levels following the preceding twelve months.

divestiture of Cigna's U.S. Group Disability and Life business on December 31, 2020. The Company received income distributions of $568 million in 2021, $227 million in 2020 and $202 million in 2019 from its limited partnership investments reported in Other long-term investments.

D.Realized Investment Gains and Losses

C.       Realized Investment Gains And Losses


Accounting policy.Realized investment gains and losses are based on specifically identified assets and resultsresult from sales, investment asset write-downs, changeschange in the fair valuesvalue of certain derivatives and equity securities and changes in valuation reservesallowances for credit losses on debt securities and commercial mortgage loans.

loan investments.

The following realized gains and losses on investments for the years ended December 31 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.

policyholders:
(In millions)202120202019
Net realized investment gains (losses), excluding credit loss expense and asset write-downs$194 $186 $189 
Credit loss (expense) recoveries2 (27)— 
Other investment asset write-downs (10)(12)
Net realized investment gains (losses), before income taxes$196 $149 $177 
(In millions)  2018  2017  2016 
Net realized investment (losses) gains, excluding investment asset write-downs $(34)$268 $227 
Write-downs on debt securities  (43) (26) (35)
Write-downs on other invested assets (4)(5)(23)
Net realized investment (losses) gains, before income taxes $(81)$237 $169 

Net realized investment losses, excluding investment asset write-downs in 2018 represent primarily mark to market losses on equity securities and derivatives and net losses on sales of fixed maturities, partially offset by net gains on sales of real estate properties held in joint ventures. Net realized investment gains, excluding credit loss expense and asset write-downs in 2017for the year ended December 31, 2021 was primarily driven by mark-to-market gains on equity securities and 2016 represented primarily gains on the sales of real estate properties held in joint ventures and gains on sales of fixed maturities and equity securities. Realizedpartnerships, partially offset by mark-to-market losses on equity securities still held at December 31, 2018 were $33 million in 2018.

The following table presents sales information for available-for-sale securities (fixed maturitiesderivatives. This activity for the year ended in 2018, and fixed maturities andDecember 31, 2020 was primarily driven by mark-to-market on equity securities and sales of debt securities, while activity for the yearsyear ended in 2017 and 2016). GrossDecember 31, 2019 was primarily driven by gains on the sales of real estate partnerships and grossdebt securities. Credit loss (expense) recoveries on invested assetsreflect credit losses incurred on sales exclude amounts requireddebt securities primarily relating to adjust future policy benefits forissuers in certain industries that have been impacted by the run-off settlement annuity business.

global COVID-19 pandemic.

(In millions)  2018  2017  2016 
Proceeds from sales $2,625 $2,012 $1,544 
Gross gains on sales $28 $103 $83 
Gross losses on sales $(47)$(18)$(7)

Note 10

Note 12 – Fair Value Measurements

The Company carries certain financial instruments at fair value in the financial statements including fixed maturities,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.

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

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ITEM 8. Financial Statements and Supplementary Data

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

114


fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).


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

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


A.Financial Assets and Financial Liabilities Carried at Fair Value

A.       Financial Assets and Financial Liabilities Carried at Fair Value

The following table provides information as of December 31, 20182021 and 2017December 31, 2020 about the Company's financial assets and liabilities carried at fair value. Separate account assets that 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 policyholders.

(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 December 31, 2021As of December 31, 2020As of December 31, 2021As of December 31, 2020As of December 31, 2021As of December 31, 2020As of December 31, 2021As of December 31, 2020
Financial assets at fair value
Debt securities
Federal government and agency$147 $207 $240 $249 $ $— $387 $456 
State and local government — 171 167  — 171 167 
Foreign government — 2,611 2,498 5 13 2,616 2,511 
Corporate — 12,606 13,878 660 684 13,266 14,562 
Mortgage and other asset-backed — 418 309 100 126 518 435 
Total debt securities147 207 16,046 17,101 765 823 16,958 18,131 
Equity securities (1)
16 50 160 165 31 31 207 246 
Short-term investments — 428 325  — 428 325 
Derivative assets (2)
 — 143 72  — 143 72 
Financial liabilities at fair value
Derivative liabilities$ $— $33 $108 $ $— $33 $108 
   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant Other
Observable Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total
As of December 31,
(In millions)
  2018  2017  2018  2017  2018  2017  2018  2017
Financial assets at fair value                
Fixed maturities                        

Federal government and agency

 $209 $253 $501 $526 $ $ $710 $779

State and local government

      985  1,287      985  1,287

Foreign government

   2,356 2,442 6 45 2,362 2,487

Corporate

      18,127  17,658  234  430  18,361  18,088

Mortgage and other asset-backed

   372 343 138 154 510 497
Total fixed maturities  209  253  22,341  22,256  378  629  22,928  23,138
Equity securities (1) 384 412 43 73 32 103 459 588
Short-term investments      316  199      316  199
Derivative assets   53 2   53 2
Real estate funds priced at NAV as a practical expedient (2)                    239  N/A
Financial liabilities at fair value                
Derivative liabilities $ $ $10 $25 $ $ $10 $25
(1)
Certain private Excludes certain equity securities arethat have no longer carried atreadily determinable fair value under the policy election of ASU 2016-01 (Recognition and Measurement of Financial Assets and Financial Liabilities) beginning in 2018. Such private equity securities of $70value.
(2) Derivative assets above include $34 million were included in the Level 3 amount as of December 31, 2017.2020 that are presented in the Short-term investments category disclosed in Note 11. See Note 911 for additionalmore information on this accounting policy change.

(2)
Certain real estate funds are carried at fair value (previously carried at cost) based on the Company's ownership share of the equity of the investee (Net Asset Value ("NAV")) as a practical expedient including changes in the fair value of its underlying investments upon adopting ASU 2016-01 beginning in 2018. The funds have a quarterly redemption frequency, 45-90 day redemption notice period and $57 million in unfunded commitments as of December 31, 2018. See Note 9 for additional information on this accounting change. Prior years are designated as not applicable ("N/A") in this table.
our Derivative Financial Instruments.


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Level 1 Financial Assets

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

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

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ITEM 8. Financial Statements and Supplementary Data

Level 2 Financial Assets and Financial Liabilities

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

Fixed maturities

Debt and equity securities.securities. Approximately 96%94% of the Company's investments in fixed maturitiesdebt and equity securities are classified in Level 2 including most public and private corporate debt and hybrid equity securities, federal agency and municipal bonds, non-government mortgage-backed securities and preferred stocks. Third-party pricing services and internal methods often use recent trades of securities with similar features and characteristics because many fixed maturitiesdebt securities do not trade daily. Pricing models are used to determine these prices when recent trades are not available. These models calculate fair values by discounting future cash flows at estimated market interest rates. Such market rates are derived by calculating the appropriate spreads over comparable U.S. Treasury securities based on the credit quality, industry and structure of the asset. Typical inputs and assumptions to pricing models include, but are not limited to, a combination of benchmark yields, reported trades, issuer spreads, liquidity, benchmark securities, bids, offers, reference data and industry and economic events. For mortgage-backed securities, inputs and assumptions may also include characteristics of the issuer, collateral attributes, prepayment speeds and credit rating.

Nearly all of these instruments are valued using recent trades or pricing models. Less than 1% of the fair value of investments classified in Level 2 represents foreign bonds that are valued using a single, unadjusted market-observable input derived by averaging multiple broker-dealer quotes, consistent with local market practice.

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

Derivative assets and liabilities classified in Level 2 represent over-the-counter instruments such as foreign currency forward and swap contracts. Fair values for these instruments are determined using market observable inputs including forward currency and interest rate curves and widely published market observable indices. Credit risk related to the counterparty and the Company is considered when estimating the fair values of these derivatives. However, the Company is largely protected by collateral arrangements with counterparties and determined that no adjustmentadjustments for credit risk waswere required as of December 31, 20182021 or 2017.December 31, 2020. The nature and use of these derivative financial instruments are described in Note 9.

11.


Level 3 Financial Assets and Financial Liabilities

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


The Company classifies certain newly issued,newly-issued, privately-placed, complex or illiquid securities in Level 3. Approximately 2%5% of fixed maturitiesdebt and equity securities are priced using significant unobservable inputs and classified in this category.

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

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Quantitative Information about Unobservable Inputs

The following table summarizes the fair value and significant unobservable inputs used in pricing the following fixed maturities that were developed directly by the Company as of December 31, 2018 and 2017. The range and weighted average basis point amounts ("bps") for liquidity and credit spreads (adjustment to discount rates) reflect the Company's best estimates of the unobservable adjustments a market participant would make to calculate these fair values.

Mortgage and other asset-backed securities.   The significant unobservable inputs used to value the following mortgage and other asset-backed securities are liquidity and weighting of credit spreads. An adjustment for liquidity is made as of the measurement date that considers current market conditions, issuer circumstances and complexity of the security structure when there is limited trading activity for the security. An adjustment to weight credit spreads is needed to value a more complex bond structure with multiple underlying collateral and no standard market valuation technique. The weighting of credit spreads is primarily based on the underlying collateral's characteristics and their proportional cash flows supporting the bond obligations.

100    CIGNA CORPORATION - 2018 Form10-K

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ITEM 8. Financial Statements and Supplementary Data

Corporate and government fixed maturities.

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


  Fair Value   Unobservable Adjustment
Range (Weighted Average)

As of December 31,
(Fair value in millions)

  2018  2017 Unobservable Input 2018 2017

Fixed maturities

          

Mortgage and other asset-backed securities

 $138 $154 Liquidity 60 – 340 (70) bps 60 – 370 (90) bps

   Weighting of credit spreads 190 – 340 (260) bps 180 – 290 (230) bps

Corporate and government fixed maturities

  229  446 Liquidity 50 – 930 (230) bps 70 – 1,650 (300) bps

Securities not priced by the Company (1)

 11 29   

Total Level 3 fixed maturities

 $378 $629      
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 December 31, 2021 and December 31, 2020. 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 )December 31, 2021December 31, 2020Unobservable input December 31, 2021December 31, 2021December 31, 2020
Debt securities
Corporate and government debt securities$664 $696 Liquidity60 - 1060 (410)bps60 - 1370 (470)bps
Mortgage and other asset-backed securities100 126 Liquidity60 - 390 (100)bps60 - 380 (80)bps
Securities not priced by the Company (1)
1 
Total Level 3 debt securities$765 $823 
(1)
The fair values for these securities use single, unadjusted non-binding broker quotes not developed directly by the Company.

Significant increases

A significant increase in liquidity or credit spreadsspread adjustments would result in a lower fair value measurementsmeasurement, while decreases in these inputsa decrease would result in a higher fair value measurements. The unobservable inputs are generally not interrelated and a change in the assumption used for one unobservable input is not accompanied by a change in the other unobservable input.

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 years ended December 31, 20182021 and 2017.2020. Gains and losses reported in thisthe table may include net changes in fair value that are attributable to both observable and unobservable inputs.

(In millions)20212020
Debt and Equity Securities
Beginning balance$854 $555 
Total gains (losses) included in shareholders' net income(22)(7)
Gains (losses) included in other comprehensive income(6)(12)
Gains (losses) required to adjust future policy benefits for settlement annuities (1)
(8)
Purchases, sales and settlements
Purchases138 107 
Sales(36)(121)
Settlements(119)(89)
Total purchases, sales and settlements(17)(103)
Transfers into/(out of) Level 3
Transfers into Level 3207 774 
Transfers out of Level 3(212)(360)
Total transfers into/(out of) Level 3(5)414 
Ending balance$796 $854 
Total gains (losses) included in Shareholders' net income attributable to instruments held at the reporting date$(17)$(17)
Change in unrealized gains or losses included in Other comprehensive income for assets held at the end of the reporting period$(10)$(6)
 
 Fixed
Maturities &
Equity
Securities

(In millions)

  2018  2017

Balance at January 1,

 $732 $776

Total gains (losses) included in shareholders' net income

  (22)  25

Losses included in other comprehensive income

 (8) (11)

Gains (losses) required to adjust future policy benefits for settlement annuities (1)

  (8)  7

Purchases, sales, settlements

    

Purchases

  22  133

Sales

 (11) (95)

Settlements

  (70)  (74)

Total purchases, sales and settlements

  (59)  (36)

Transfers into/(out of) Level 3

    

Transfers into Level 3

  44  275

Transfers out of Level 3 (2)

 (269) (304)
​ ​ 

Total transfers into/(out of) Level 3

  (225)  (29)

Balance at December 31,

 $410 $732
​ ​ 

Total gains (losses) included in shareholders' net income attributable to instruments held at the reporting date

 $(9) $(9)
(1)
Amounts do not accrue to shareholders.

(2)
Beginning in 2018, certain private equity securities are no longer carried at fair value under the policy election of ASU 2016-01 (Recognition and Measurement of Financial Assets and Financial Liabilities). Private equity securities of $70 million as of December 31, 2017 are included in the 2018 Transfers out of Level 3 amount.


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

Gains and losses included in otherOther comprehensive income in the tables above are reflected in netNet unrealized appreciation (depreciation) on securities and derivatives in the Consolidated Statements of Comprehensive Income.

117


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 20182021 and 20172020 primarily reflected changes in liquidity and credit risk estimates for certain private placement issuers across several sectors. As noted above, transfersTransfers into and out of Level 3 during 2018 also include $70 millionwere higher in 2020 due to significant fluctuations in unobservable inputs experienced as a result of private equity securities that are no longer carried at fair value.

the uncertainty over the economic impacts related to COVID-19. See discussion under Quantitative Information about Unobservable Inputs above for more information.


Separate Accounts

Accounting policy.Separate account assets and liabilities are contractholder funds maintained in accounts with specific investment objectives. The assets of these accounts are legally segregated and are not subject to claims that arise out of any of the Company's other businesses. These separate account assets are carried at fair value with equal amounts recorded for related separate account liabilities. The investment income and fair value gains and losses of these accountsseparate account assets generally accrue directly to the contractholders and, together with their deposits and withdrawals, are excluded from the Company's Consolidated Statements of Income and Cash Flows. Fees and charges earned for

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ITEM 8. Financial Statements and Supplementary Data

mortality risks, asset management or administrative services are reported in either premiumsPremiums or feesFees and other revenues. Investments that are measured using the practical expedient of NAVnet asset value ("NAV") are excluded from the fair value hierarchy.


Fair values of separateSeparate account assets at December 31, 2021 and December 31, 2020 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
December 31, 2021December 31, 2020December 31, 2021December 31, 2020December 31, 2021December 31, 2020December 31, 2021December 31, 2020
Guaranteed separate accounts (See Note 22)$227 $226 $276 $297 $ $— $503 $523 
Non-guaranteed separate accounts (1)
1,130 1,925 6,406 5,600 334 355 7,870 7,880 
Subtotal$1,357 $2,151 $6,682 $5,897 $334 $355 8,373 8,403 
Non-guaranteed separate accounts priced at NAV as a practical expedient (1)
842 683 
Total9,215 
Separate account assets of businesses classified as held for sale (2)
(878)
Separate account assets per Consolidated Balance Sheets$8,337 $9,086 
 
 Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

 Significant
Other
Observable
Inputs
(Level 2)

 Significant
Unobservable
Inputs
(Level 3)

 Total

(In millions)

  2018  2017  2018  2017  2018  2017  2018  2017

Guaranteed separate accounts (See Note 19)

 $187 $215 $267 $308 $ $ $454 $523

Non-guaranteed separate accounts (1)

  1,204  1,536  5,216  5,298  233  292  6,653  7,126

Subtotal

 $1,391 $1,751 $5,483 $5,606 $233 $292 7,107 7,649

Non-guaranteed separate accounts priced at NAV as a practical expedient (1)

                    732  774

Total separate account assets

       $7,839 $8,423
(1)
Non-guaranteed separate accounts included $3.8$4.5 billion as of December 31, 20182021 and $3.9$4.2 billion as of December 31, 20172020 in assets supporting the Company's pension plans, including $0.2 billion classified in Level 3 as of December 31, 2018 and $0.3 billion classified in Level 3 as of December 31, 2017.
2021 and December 31, 2020.

(2)Investments related to the international life, accident and supplemental benefits businesses that are held for sale. See Note 5 to the Consolidated Financial Statements for additional information.
.
Separate account assets inclassified as Level 1 primarily include exchange-listed equity securities. Level 2 assets primarily include:

corporate and structured bonds valued using recent trades of similar securities or pricing models that discount future cash flows at estimated market interest rates as described above; and

actively-traded institutional and retail mutual fund investments.


Separate account assets classified in Level 3 primarily support Cigna's pension plans and include commercial mortgage loans as well as certain newly issued,newly-issued, privately-placed, complex or illiquid securities that are priced using methods discussed above.above, as well as commercial mortgage loans. Activity, including transfers into and out of Level 3, was not material for 2018the year ended December 31, 2021 or 2017.

2020.

118


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.

investments:
Fair Value as ofUnfunded Commitment as of December 31, 2021Redemption Frequency
(if currently eligible)
Redemption Notice
Period
(In millions)December 31, 2021December 31, 2020
Securities partnerships$513 $463 $275 Not applicableNot applicable
Real estate funds325 215  Quarterly30 - 90 days
Hedge funds4  Up to annually, varying by fund30 - 90 days
Total$842 $683 $275 
As of December 31, 2021, 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
 
 Fair Value as of Unfunded
Commitments
as of
December 31,
2018

  
  
(In millions)
 December 31,
2018

 December 31,
2017

 Redemption Frequency
(if currently eligible)

 Redemption
Notice Period

Securities partnerships

 $477 $458 $308 Not applicable Not applicable

Real estate funds

  237  239   Quarterly  30-90 days

Hedge funds

 18 77  Up to annually, varying by fund 30-90 days

Total

 $732 $774 $308     

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

Some financial assets and liabilities are not carried at fair value, each reporting period, but may be measured using fair value only under certain conditions, such as investments when they become impaired includingcommercial mortgage loans that are carried at unpaid principal, investment real estate that is carried at depreciated cost and commercial mortgage loans, and certain equity securities with no readily determinable fair value. Recorded values forvalue when there are no observable market transactions. However, these asset types representing less than 1% of totalfinancial assets and liabilities may be measured using fair value under certain conditions, such as when investments werebecome impaired and are written down to their fair values, resulting in immaterial realizedvalue, or when there are observable price changes from orderly market transactions of equity securities that otherwise had no readily determinable fair value.


For the years ended December 31, 2021 and 2020, no impairments were recognized requiring these assets to be measured at fair value. Realized investment gains and losses in 2018from these observable price changes for the years ended December 31, 2021 and 2017.

December 31, 2020 were not material.

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

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 that are subject to fair value disclosure requirements at December 31, 20182021 and 2017.December 31, 2020. In addition to universal life products and capitalfinance 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.

table:
Classification in Fair Value HierarchyDecember 31, 2021December 31, 2020
(In millions)Fair ValueCarrying ValueFair ValueCarrying Value
Commercial mortgage loansLevel 3$1,598 $1,566 $1,456 $1,419 
Long-term debt, including current maturities, excluding finance leasesLevel 2$35,621 $31,593 $37,676 $31,835 

 
 Classification in
 December 31, 2018
 December 31, 2017

(In millions)

 Fair Value
Hierarchy
  Fair Value  Carrying
Value
  Fair Value  Carrying
Value

Commercial mortgage loans

 Level 3 $1,832 $1,858 $1,766 $1,761

Long-term debt, including current maturities, excluding capital leases

 Level 2 $40,819 $40,829 $5,730 $5,321

Fair values of off-balance sheet financial instruments were not material as of December 31, 2018 and 2017.

102    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Note 11

Note 13 – Variable Interest Entities


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

the structure and purpose of the entity;

the risks and rewards created by and shared through the entity; and

the Company's ability to direct its activities, receive its benefits and absorb its losses relative to the other parties involved with the entity including its sponsors, equity holders, guarantors, creditors and servicers.

The Company determined it was not a primary beneficiary in any material variable interest entitiesentity as of December 31, 2018 and 2017. 2021 or December 31, 2020.
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The Company's involvement in variable interest entities wherefor which it is not the primary beneficiary is described below.

Securities limited partnerships and real estate limited partnerships. The Company owns interests in securities limited partnerships and real estate limited partnerships that are defined as unconsolidated variable interest entities. These partnerships invest in the equity or mezzanine debt of privately heldprivately-held companies and real estate properties. General partners unaffiliated with the Company control decisions that most significantly impact the partnership's operations and the limited partners do not have substantive kick-out or participating rights. The Company's maximum exposure to these entitiesCompany has invested in approximately 180 limited partnerships that have a carrying value of $2.9$2.6 billion across approximately 130 limited partnerships as of December 31, 2018 includes $1.5 billion2021 reported in Other long-term investments andinvestments. We have commitments to contribute an additional $1.4 billion.$2.2 billion to these entities. The Company's non-controllingmaximum exposure to loss from these investments is $4.8 billion, calculated as the sum of our carrying value and the additional funding commitments. Our noncontrolling interest in each of these limited partnerships is generally less than 10%15% of the partnership ownership interests.

See Note 11 for further information on the Company's accounting policy for Other asset-backed and corporate securities.   In the normal courselong-term investments.

Other variable interest entities. The Company is involved in other types of its investing activities, the Company also makes passive investments invariable interest entities, including certain asset-backed and corporate securities, real estate joint ventures that are issued by variable interest entities whose sponsors or issuers are unaffiliated with the Company.develop properties for residential and commercial use, independent physician associations (IPAs) that provide care management services and international healthcare joint ventures. The Company receives fixed-rate cash flows from these investments and theCompany's maximum potential exposure to loss is limited to the carrying amount of $0.6 billion as of December 31, 2018 that is reported in fixed maturities. The Company's combined ownership interests are insignificant relative to the total principal amounts issued by these entities.

The Company is also involved infrom certain asset-backed and corporate securities and $0.4 billion from real estate joint ventures, independent physician associations ("IPAs")which represents the sum of our carrying value and a joint venture in India that are variable interestthe additional funding commitments for these entities. The carrying values and maximum exposures associated with these arrangements are immaterial.

for remaining unconsolidated variable interest entities was not material as of December 31, 2021.

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

CIGNA CORPORATION - 2018 Form10-K    103
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Table


AOCI includes unrealized appreciation on securities and derivatives (excluding appreciation on investments supporting future policy benefit liabilities of Contents

PART II
ITEM 8. Financial Statementsthe run-off settlement annuity business) (see Note 11), foreign currency translation and Supplementary Data

Note 12    Accumulated Other Comprehensive Income (Loss) ("AOCI")

the net postretirement benefits liability adjustment. AOCI includes the Company's share from unconsolidated entities accounted for usingreported on the equity method. AOCI excludes amounts required to adjust future policy benefits for the run-off settlement annuity business and a portion of deferred acquisition costs associated with the corporate-owned life insurance business. 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. As discussed in Note 2, the Company early adopted ASU 2018-02 effective January 1, 2018 and $229 million of stranded tax effects resulting from U.S. tax reform legislation enacted in 2017 were reclassified from AOCI to retained earnings. Changes in the components of accumulated other comprehensive income (loss)AOCI were as follows:

For the Years Ended December 31,
(In millions)202120202019
Securities and Derivatives
Beginning balance$900 $975 $18 
Appreciation (depreciation) on securities and derivatives(230)776 1,266 
Tax (expense) benefit31 (150)(270)
Net appreciation (depreciation) on securities and derivatives(199)626 996 
Reclassification adjustment for (gains) losses included in Shareholders' net income ((Gain) loss on sale of business) (862)— 
Reclassification adjustment for (gains) losses included in Shareholders' net income (Net realized investment (gains) losses)(21)(26)(49)
Reclassification adjustment for tax expense included in Shareholders' net income5 187 10 
Net (gains) losses reclassified from AOCI to Shareholders' net income(16)(701)(39)
Other comprehensive income (loss), net of tax(215)(75)957 
Ending balance$685 $900 $975 
Translation of foreign currencies
Beginning balance$(15)$(275)$(221)
Translation of foreign currencies(213)232 (57)
Tax (expense) benefit(19)12 (2)
Net translation of foreign currencies(232)244 (59)
Reclassification adjustment for (gains) losses included in Net income ((Gain) loss on sale of business) 11 — 
Reclassification adjustment for tax expense (benefit) included in Net income (3)— 
Net translation (gains) losses reclassified from AOCI to Net income — 
Other comprehensive income (loss), net of tax(232)252 (59)
Less: Net translation gain (loss) on foreign currencies attributable to noncontrolling interests(14)(8)(5)
Shareholders' other comprehensive income (loss), net of tax(218)260 (54)
Ending balance$(233)$(15)$(275)
Postretirement benefits liability
Beginning balance$(1,746)$(1,641)$(1,508)
Reclassification adjustment for amortization of net prior actuarial losses and prior service costs (Interest expense and other)85 70 62 
Reclassification adjustment for settlement (Interest expense and other)4 — 10 
Reclassification adjustment for tax (benefit) included in Shareholders' net income(21)(17)(15)
Net adjustments reclassified from AOCI to Shareholders' net income68 53 57 
Valuation update448 (206)(249)
Tax (expense) benefit(106)48 59 
Net change due to valuation update342 (158)(190)
Other comprehensive income (loss), net of tax410 (105)(133)
Ending balance$(1,336)$(1,746)$(1,641)


121
(In millions)
 2018
 2017
 2016
 

Securities and Derivatives

       

Beginning balance

 $328 $365 $425 

Reclassification adjustment to retained earnings related to U.S. tax reform legislation (1)

 65   

Reclassification adjustment to retained earnings related to new financial instruments guidance (1)

  (4)    

Reclassification adjustment from retained earnings related to new hedging guidance (1)

 (6)  

Adjusted beginning balance

  383  365  425 

(Depreciation) appreciation on securities and derivatives

 (512)34 (48)

Tax benefit (expense)

  100  (19) 6 

Net (depreciation) appreciation on securities and derivatives

 (412)15 (42)

Reclassification adjustment for losses (gains) included in shareholders' net income (net realized investment losses (gains))

  60  (81) (29)

Reclassification adjustment for losses included in shareholders' net income (selling, general and administrative expenses)

  1 1 

Tax (expense) benefit

  (13) 28  10 

Net losses (gains) reclassified from AOCI to net income

 47 (52)(18)

Other comprehensive (loss), net of tax

  (365) (37) (60)

Ending balance

 $18 $328 $365 

Translation of foreign currencies

          

Beginning balance

 $(65)$(369)$(274)

Reclassification adjustment to retained earnings related to U.S. tax reform legislation (1)

  (4)    

Adjusted beginning balance

 (69)(369)(274)

Translation of foreign currencies

  (152) 309  (95)

Tax (expense)

  (5) 

Net translation of foreign currencies

  (152) 304  (95)

Ending balance

 $(221)$(65)$(369)

Postretirement benefits liability

          

Beginning balance

 $(1,345)$(1,378)$(1,401)

Reclassification adjustment to retained earnings related to U.S. tax reform legislation (1)

  (290)    

Adjusted beginning balance

 (1,635)(1,378)(1,401)

Reclassification adjustment for amortization of net losses from past experience and prior service costs (selling, general and administrative expenses)

  69  64  64 

Reclassification adjustment for settlement (selling, general and administrative expenses)

  7  

Tax (expense)

  (15) (24) (22)

Net adjustments reclassified from AOCI to net income

 54 47 42 

Valuation update

  93  (22) (29)

Tax (expense) benefit

 (20)8 10 

Net change due to valuation update

  73  (14) (19)

Other comprehensive income, net of tax

 127 33 23 

Ending balance

 $(1,508)$(1,345)$(1,378)


(1)
See Note 2 for15 –Organizational Efficiency Plan
During the fourth quarter of 2021, we approved a strategic plan to further information about adjustments resulting fromleverage the Company's adoptionongoing growth to drive operational efficiency through enhancements to organizational structure and increased use of new accounting standardsautomation and shared services. As a result we recognized a charge in 2018.Selling, general and administrative expenses of $168 million, pre-tax ($119 million, after-tax) in the fourth quarter of 2021. This charge 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. We expect most of the severance to be paid by 2023.

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

Note 13    Pension and Other Postretirement Benefit Plans

(In millions)
Fourth quarter 2021 charge$109
2021 payments(6)
Balance, December 31, 2021$103

Note 16 – Pension

A.       About our Plans

A.About Our Plans

Pension plans.   We froze

The Company sponsors U.S. and non-U.S. defined benefit pension plans; future benefit accruals for the Company's principal domestic defined benefit pension plans in 2009. The Company also has foreign pension and other postretirement benefit plans that are immaterial to our results of operations, liquidity and financial position. Additionally, in connection with the acquisition of Express Scripts on December 20, 2018, the Company assumed a frozen cash balance retirement plan, the results of which are immaterial to our results of operations, liquidity and financial position.

Other postretirement benefit plans.   The Company's postretirement medical plan was frozen in 2013. The Company also offers certain postretirement life insurance benefits through various plans.

104    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

frozen.

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

For balance sheet purposes, we measure plan assets at fair value. When the actual return differs from the expected return, those differences are reflected in the net unrealized actuarial gain (loss) discussed above. However, to measure pension benefit costs, we use a "market-related" asset valuation that differs from the actual fair value for domestic pension plan assets invested in non-fixed income investments. The "market-related" value recognizes the difference between actual and expected long-term returns in the portfolio over five years, a method that reduces the short-term impact of market fluctuations on pension costs. The market-related asset value was approximately $4.0$4.4 billion, compared with a fair value of approximately $4.2$4.8 billion at December 31, 2018.

2021.
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B.       Funded Status and Amounts Included in Accumulated Other Comprehensive Income

B.Funded Status and Amounts Included in Accumulated Other Comprehensive Income

The following table summarizes the projected benefit obligations and assets related to our domesticU.S. and internationalnon-U.S. pension and other postretirement benefit plans as of and for the years ended December 31:

 Pension Benefits
(In millions)20212020
Change in benefit obligation
Benefit obligation, January 1$5,600 $5,314 
Service cost2 
Interest cost132 168 
Actuarial (gains) losses, net (1)
(189)416 
Benefits paid from plan assets(304)(285)
Benefits paid other
(18)(15)
Benefit obligation, December 315,223 5,600 
Change in plan assets
Fair value of plan assets, January 14,623 4,441 
Actual return on plan assets522 449 
Benefits paid(304)(285)
Contributions5 18 
Fair value of plan assets, December 314,846 4,623 
Funded status$(377)$(977)
Liability in Consolidated Balance Sheets
Accrued expenses and other liabilities$(14)$(15)
Other non-current liabilities$(363)$(962)
   Pension Benefits  Other
Postretirement
Benefits
(In millions)  2018  2017  2018  2017
Change in benefit obligation        
Benefit obligation, January 1 $4,969 $4,888 $258 $277
Service cost 3 3  
Interest cost  169  186  8  9
Assumed in acquisition 137   
Partial litigation settlement-attorneys' fees  32      
(Gain) loss from past experience (235) (1)181 (2)(31) 1
Benefits paid from plan assets  (314) (277)   (3)
Benefits paid – other (20)(12)(25) (26)
Benefit obligation, December 31  4,741  4,969  210  258
Change in plan assets        
Fair value of plan assets, January 1  4,281  3,977  2  5
Assumed in acquisition 96   
Actual return on plan assets  85  418    
Benefits paid (314)(277)(2) (3)
Contributions  3  163    
Fair value of plan assets, December 31 4,151 4,281  2
Funded status $(590)$(688)$(210) $(256)
Liability in Consolidated Balance Sheets        
Accrued expenses and other liabilities $(30)$(25)$(23) $(27)
Other non-current liabilities $(560)$(663)$(187) $(229)
​ ​ ​ ​ 
(1)
Gain 2021 gain reflects an increase in the discount rate and a favorable change in the mortality assumption.

(2)
Lossrate; 2020 loss reflects a decrease in the discount rate, partially offset by a favorable change in the mortality assumption.


We fund our qualified pension plans at least at the minimum amount required by the Employee Retirement Income Security Act of 1974 and the Pension Protection Act of 2006. The Company made immaterial contributions to the qualified pension plans in 2021. For 2019,2022, contributions to the qualified pension plans are expected to be immaterial. Future years' contributions will ultimately be based on a wide range of factors including but not limited to asset returns, discount rates and funding targets. Non-qualified pension and other postretirement benefit plans are generally funded on a pay-as-you-go basis as there are no plan assets for these plans.

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

(In millions)Pension Benefits
2022$317 
2023$318 
2024$317 
2025$315 
2026$316 
2027-2031$1,532 

(In millions)  Pension
Benefits
  Other
Postretirement
Benefits
2019 $324 $25
2020 $311 $23
2021 $313 $22
2022 $316 $20
2023 $318 $19
2024-2028 $1,549 $72
CIGNA CORPORATION - 2018 Form10-K    105

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PART II
ITEM 8. Financial Statements and Supplementary Data

Amounts reflected in the pension and other postretirement benefit liabilities shown above that have not yet been reported in net income and, therefore, arehave been included in accumulatedAccumulated other comprehensive loss consisted of the following as of December 31:

 Pension Benefits
(In millions)20212020
Unrecognized net (losses)$(1,753)$(2,277)
Unrecognized prior service cost(5)(5)
Postretirement benefits liability adjustment$(1,758)$(2,282)
C.Cost of Our Plans
   Pension Benefits  Other
Postretirement
Benefits
(In millions)  2018  2017  2018  2017
Unrecognized net gains (losses) $(1,980)$(2,113)$32 $
Unrecognized prior service cost  (6) (6) 44  46
Postretirement benefits liability adjustment $(1,986)$(2,119)$76 $46

C.       Cost of Our Plans

Net pension and other postretirement benefits cost was as follows for the years ended December 31:

follows:
 Pension Benefits
(In millions)202120202019
Service cost$2 $$
Interest cost132 168 194 
Expected long-term return on plan assets(269)(260)(245)
Amortization of:
Prior actuarial losses, net78 78 59 
Litigation settlement – plan amendment — 142 
Settlement loss4 — 10 
Net (benefit) cost$(53)$(12)$162 
   Pension Benefits  Other
Postretirement
Benefits
(In millions)  2018  2017  2016  2018  2017  2016
Service cost $3 $3 $2 $ $ $
Interest cost  169  186  199  8  9  11
Expected long-term return on plan assets (257)(260)(249)   
Partial litigation settlement – attorneys' fees  32          
Amortization of:            

Net loss from past experience

  70  66  65  1  1  1

Prior service cost

   1 (2)(3)(3)
Settlement loss    7        
Net plan cost $17 $2 $18 $7 $7 $9

As further discussed in Note 19, Old Cigna and theThe Cigna Pension Plan are defendants(the "Plan"), together with its Plan Sponsor, was a defendant in a class action lawsuit related to the Plan's conversion of certain employees from an annuity to a cash balance benefit in 1997. In the fourthfirst quarter of 2018, the Court ordered2019, the Plan implemented the court order resulting in an increase to pay $32 million representing the attorney fee portionpension liability of the settlement. This payment was recognized as an expense in 2018. An offsetting expense credit of $32 million was also recorded to reduce the$142 million. The Company reversed a litigation reserve held,for the expenses recognized for this matter in 2019 aggregating to the same amount resulting in no impact toon net income in 2018 related to this matter. In 2019, barring any new order from the Court, it is expected that: 1) class participants will be notified of their increased benefits; 2) the plan will be amended; and 3) benefits will begin to be paid. However, the exact timing and amount of these actions remain uncertain. The Company's remaining litigation reserve is adequate to cover the expected benefits due to class participants.

income.

D.       D.Assumptions Used for Pension and Other Postretirement Benefit Plans

Management determined the present value of the projected benefit obligation and the accumulated other postretirement benefit obligation and related benefit costs based on the following weighted average assumptions as of and for the years ended December 31:

Pension
 20212020
Discount rate:
Pension benefit obligation2.82%2.49%
Pension benefit cost2.49%3.30%
Expected long-term return on plan assets:
Pension benefit cost6.75%6.75%
Mortality table for pension obligationsWhite Collar mortality table with MP 2021 projection scaleWhite Collar mortality table with MP 2020 projection scale
  2018 2017
Discount rate:    

Pension benefit obligation

 4.23% 3.51%

Other postretirement benefit obligation

 4.09% 3.37%

Pension benefit cost

 3.51% 3.95%

Other postretirement benefit cost

 3.37% 3.70%
Expected long-term return on plan assets:    

Pension benefit cost

 7.00% 7.25%

Other postretirement benefit cost

 5.00% 5.00%
Mortality table for pension and postretirement benefit obligations RP 2014 with MP 2018
projection scale

 
RP 2014 with MP 2017
projection scale

The Company used the Society of Actuaries mortality table RP2014 and the updated improvement scales published in 2017 and 2018 to value its benefit obligations because the Company's mortality experience closely matched these tables based on internal studies. The updated improvement scales published in 2017 and 2018 both indicated that mortality improvement is expected to be lower than was originally projected when the study was first published in 2014, resulting in decreases to the benefit obligations in both years.

The Company setsdevelops discount rates by applying actual annualized yields for high quality bonds at various durationsby duration to the expected pension plan liability cash flowsflows. The bond yields represent a diverse mix of the pension and other postretirement benefits liabilities. A discount rate curve is constructed using an array of bonds in various industries throughout the domestic market, but only selects those for the curveactively traded high quality fixed-income securities that have an above average return at each duration. Managementduration as management believes that this curveapproach is representative of the yields that the Company is able to achieveyield achieved through its plan asset investment strategy.

106    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Expected

The expected long-term rates of return on plan assets werewas developed considering actualhistorical long-term historicalactual returns, expected long-term market conditions, plan asset mix and management's plan asset investment strategy that continues a significant allocation to domestic and foreign equity securities as well as securities partnerships, real estate and hedge funds. Expected long-term market conditions take into consideration certain key macroeconomic trends including expected domestic and foreign GDP growth, employment levels and inflation.

strategy.
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E.       Pension Plan Assets

E.Pension Plan Assets

As of December 31, 2018,2021, pension assets included $3.8$4.5 billion invested in the separate accounts of Connecticut General Life Insurance Company, and Life Insurance Company of North America, subsidiariesa subsidiary of the Company, as well as an additional $265 million$0.3 billion, primarily invested directly in funds offered by the buyer of the retirement benefits business, and $116 million invested by others.

an unaffiliated insurance company.

The fair values of pension assets by category are as follows as of December 31, 20182021 and 2017.

2020:
(In millions)20212020
Debt securities:
Federal government and agency$9 $
Corporate1,653 1,680 
Asset-backed108 53 
Fund investments731 380 
Total debt securities2,501 2,122 
Equity securities:
Domestic789 978 
International, including funds and pooled separate accounts (1)
358 471 
Total equity securities1,147 1,449 
Securities partnerships514 463 
Real estate funds, including pooled separate accounts (1)
334 219 
Commercial mortgage loans77 95 
Hedge funds 
Guaranteed deposit account contract91 98 
Cash equivalents and other current assets, net182 176 
Total pension assets at fair value$4,846 $4,623 
(In millions)  2018  2017
Fixed maturities:    

Federal government and agency

 $ $1

Corporate

 1,446 1,124

Asset-backed

  32  22

Fund investments

 768 884
Total fixed maturities  2,246  2,031
Equity securities:    

Domestic

  506  689

International, including funds and pooled separate accounts (1)

 360 476
Total equity securities  866  1,165
Securities partnerships 477 457
Real estate funds, including pooled separate accounts (1)  250  300
Commercial mortgage loans 110 140
Hedge funds  36  73
Guaranteed deposit account contract 107 63
Cash equivalents and other current assets, net  59  52
Total pension assets at fair value $4,151 $4,281
(1)
A pooled separate account has several participating benefit plans and each owns a share of the total pool of investments.

The Company's current target investment allocation percentages (55%(58% fixed income, 25% public equity securities and 20%17% in other investments, including private equity (securities partnerships) and real estate,estate) are developed by management as guidelines, although the fair values of each asset category are expected to vary as a result of changes in market conditions. The Company would expect towill evaluate further reduce the allocation changes to equity securities, and other investments and increase the allocation to fixed income investmentssecurities as funding levels improve.

change.

See Note 1012 for further details regarding how fair value is determined, including the level within the fair value hierarchy and the procedures we use to validate fair value measurements. The Company classifies substantially all fixed maturitiesdebt securities in Level 2 for pension plan assets. These assets are valued using recent trades of similar securities or are fund investments priced using their daily net asset value that is the exit price. A substantial portion of domestic equity securities within pension assets are classified as Level 1, while international equity funds within pension assets are predominantly classified in Level 2 using daily net asset value.

Securities partnerships, real estate and hedge funds are valued using NAVnet asset value as a practical expedient and are excluded from the fair value hierarchy. See Note 1012 for additional disclosures related to these assets invested in the separate accounts of the Company's subsidiaries. Certain securities as described in Note 10,12, as well as commercial mortgage loans and guaranteed deposit account contracts, are classified in Level 3 because unobservable inputs used in their valuation are significant.

F.       401(k) Plans

F.401(k) Plans

The Company sponsors a 401(k) plan in which the Company matches a portion of employees' pre-tax contributions. Participants in the plan may invest in various funds that invest in the Company's common stock, several diversified stock funds, a bond fund or a fixed-income fund.

The Company may elect to increase its matching contributions if the Company's annual performance meets certain targets. The Company's annual expense for these plans was as follows:

(In millions)202120202019
Expense$268 $243 $256 

125
(In millions)  2018  2017  2016
Expense $196 $122 $113
CIGNA CORPORATION - 2018 Form10-K    107

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PART II
ITEM 8. Financial Statements and Supplementary Data


Note 14

Note 17 – Employee Incentive Plans

A.About Our Plans

The People Resources Committee (the "Committee") of the Board of Directors awards stock options, restricted stock grants, restricted stock units, deferred stock and strategic performance shares ("SPS") to certain employees. The Committee has issued common stock instead of cash compensation. Prior to the acquisition of Express Scripts, the Company issuedissues original issue shares from Treasury stock for these awards. Following the acquisition, original issues shares were used.

Awards of Express Scripts options and restricted stock units were rolled over to Cigna stock options and restricted stock units in connection with the Express Scripts acquisition on December 20, 2018 as explained further in Note 3. Information in this footnote includes the effect of the Express Scripts rollover awards unless otherwise indicated.

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

Shares of common stock available for award at December 31, were as follows:

(In millions)202120202019
Common shares available for award19.1 20.6 23.2 
B.Stock Options
(In millions)  2018  2017  2016
Common shares available for award 25.7 14.0 6.8

B.   Stock Options

Accounting policy. The Company awards options to purchase Cigna common stock at the market price of the stock on the grant date except for rollover option awards issued to Express Scripts employees in connection with the acquisition (see Note 3).date. Options vest over periods ranging from one year to three years and expire no later than 10 years from grant date. Fair value is estimated using the Black-Scholes option-pricing model by applying the assumptions presented below. That fair value is reduced by options expected to be forfeited during the vesting period. The Company estimates forfeitures at the grant date based on our experience and adjusts the expense to reflect actual forfeitures over the vesting period. The fair value of options, net of forfeitures, is recognized in selling,Selling, general and administrative expenses on a straight linestraight-line basis over the vesting period.

Black-Scholes option-pricing model assumptions and the resulting fair value of options are presented in the following table. table:
 202120202019
Dividend yield1.85 %— %— %
Expected volatility30.0 %30.0 %30.0 %
Risk-free interest rate0.5 %1.4 %2.5 %
Expected option life4.5 years4.5 years4.4 years
Weighted average fair value of options$44.84 $52.42 $53.10 
The average fair value of options,dividend yield reflects expected future dividends. In 2021, the Company increased its dividend and expects to continue dividends at least at that level for the expected option life exclude the rollover options granted to Express Scripts employees in connection with the acquisition. See Note 3 for further information.

   2018  2017  2016
Dividend yield 0.0% 0.0% 0.0%
Expected volatility  35.0%  35.0%  35.0%
Risk-free interest rate 2.5% 1.8% 1.2%
Expected option life  4.4 years  4.3 years  4.3 years
Weighted average fair value of options $64.18 $46.38 $42.01

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

The following table shows the status of, and changes in, common stock options during the last three years.

years:
(Options in thousands)202120202019
 OptionsWeighted Average Exercise PriceOptionsWeighted Average Exercise PriceOptionsWeighted Average Exercise Price
Outstanding - January 19,742 $152.40 11,438 $136.19 12,370 $125.46 
Granted1,524 $213.81 1,851 $191.86 1,569 $183.41 
Exercised(2,584)$129.08 (3,289)$115.38 (2,297)$106.75 
Expired or canceled(192)$199.10 (258)$188.79 (204)$180.08 
Outstanding - December 318,490 $169.47 9,742 $152.40 11,438 $136.19 
Options exercisable at year-end5,612 $152.92 6,837 $137.08 8,874 $123.87 
   2018  2017  2016
 
(Options in thousands)  Options  Weighted
Average
Exercise Price
  Options  Weighted
Average
Exercise Price
  Options  Weighted
Average
Exercise Price
 
Outstanding – January 1 6,156 $100.79 7,097 $82.01 6,433 $68.86 

Granted

  7,080 $143.62  1,230 $149.17  1,336 $139.20 

Exercised

 (771) $88.35 (2,072) $63.41 (577) $62.09 

Expired or canceled

  (95) $165.04  (99) $138.41  (95) $117.18 
Outstanding – December 31 12,370 $125.46 6,156 $100.79 7,097 $82.01 
Options exercisable at year-end  9,446 $114.22  3,894 $77.36  4,409 $58.36 

Compensation expense of $61$63 million related to unvested stock options at December 31, 20182021 will be recognized over the next two years (weighted average period).

126


The table below summarizes information for stock options exercised during the last three years:

(In millions)202120202019
Intrinsic value of options exercised$268 $304 $180 
Cash received for options exercised$326 $376 $224 
Tax benefit from options exercised$50 $57 $34 

(In millions)

  2018  2017  2016

Intrinsic value of options exercised

 $86 $218 $41

Cash received for options exercised

 $68 $131 $36

Tax benefit from options exercised

 $8 $41 $11
108    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

The following table summarizes information for outstanding common stock options at December 31, 2018:

2021:
 Options
Outstanding
Options
Exercisable
Number (in thousands)8,490 5,612 
Total intrinsic value (in millions)$511 $430 
Weighted average exercise price$169.47 $152.92 
Weighted average remaining contractual life6.0 years4.8 years
C.Restricted Stock

  Options
Outstanding
  Options
Exercisable

Number (in thousands)

 12,370 9,446

Total intrinsic value (in millions)

 $804 $715

Weighted average exercise price

 $125.46 $114.22

Weighted average remaining contractual life

  5.4 years  4.5 years

C.   Restricted Stock

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

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

The following table shows the status of and changes in restricted stock awards during the last three years.

years:
(Awards in thousands)202120202019
 Grants/UnitsWeighted Average Fair Value at Award DateGrants/UnitsWeighted Average Fair Value at Award DateGrants/UnitsWeighted Average Fair Value at Award Date
Outstanding - January 11,600 $186.12 1,945 $178.78 2,138 $168.12 
Awarded899 $213.82 791 $191.22 870 $183.86 
Vested(866)$184.07 (1,026)$161.58 (964)$160.74 
Forfeited(109)$197.01 (110)$186.63 (99)$168.68 
Outstanding - December 311,524 $202.85 1,600 $186.12 1,945 $178.78 
   2018  2017  2016
 
(Awards in thousands)  Grants/Units  Weighted
Average Fair
Value at
Award Date
  Grants/Units  Weighted
Average Fair
Value at
Award Date
  Grants/Units  Weighted
Average Fair
Value at
Award Date
 
Outstanding – January 1 1,295 $126.44 1,309 $97.78 1,642 $72.58 

Awarded

  1,451 $183.29  451 $155.21  315 $138.61 

Vested

 (560) $112.53 (409) $67.09 (591) $50.01 

Forfeited

  (48) $150.84  (56) $121.74  (57) $92.51 
Outstanding – December 31 2,138 $168.12 1,295 $126.44 1,309 $97.78 

The fair value of vested restricted stock at the vesting date for the years ended December 31 was as follows:

(In millions)202120202019
Fair value of vested restricted stock$183 $190 $171 

(In millions)

  2018  2017  2016

Fair value of vested restricted stock

 $107 $62 $82

Approximately 10,40010,300 employees held 2.11.5 million restricted stock awards at the end of 20182021 with $174$168 million of related compensation expense to be recognized over the next two years (weighted average period).

D.   Strategic Performance Shares ("SPS")

D.Strategic Performance Shares ("SPS")

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

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

CIGNA CORPORATION - 2018 Form10-K    109
127

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PART II
ITEM 8. Financial Statements and Supplementary Data


The following table shows the status of and changes in SPSs during the last three years:

 202120202019
(Awards in thousands)SharesWeighted Average Fair Value at Award DateSharesWeighted Average Fair Value at Award DateSharesWeighted Average Fair Value at Award Date
Outstanding - January 1808 $190.02 818 $177.94 707 $160.74 
Awarded331 $213.90 362 $191.52 389 $184.72 
Vested(206)$196.29 (309)$159.67 (244)$139.27 
Forfeited(73)$197.38 (63)$187.76 (34)$178.98 
Outstanding - December 31860 $197.07 808 $190.02 818 $177.94 
The weighted average fair value per share of SPSs for expense purposes, including the Monte Carlo factor, at the award date for the years ended December 31, 2021, 2020 and 2019 was $239.57, $206.86 and $192.11, respectively.
   2018  2017  2016
 
(Awards in thousands)  Shares  Weighted
Average Fair
Value at
Award Date
  Shares  Weighted
Average Fair
Value at
Award Date
  Shares  Weighted
Average Fair
Value at
Award Date
 
Outstanding – January 1 778 $136.57 942 $109.14 1,188 $81.68 

Awarded

  221 $197.51  275 $150.06  286 $139.05 

Vested

 (269) $121.57 (386) $78.91 (494) $60.15 

Forfeited

  (23) $158.16  (53) $138.19  (38) $112.70 
Outstanding – December 31 707 $160.74 778 $136.57 942 $109.14 

The fair value of vested SPSs at the vesting date for the years ended December 31 was as follows:

 202120202019
(Shares in thousands; $ in millions)SharesFair ValueSharesFair ValueSharesFair Value
Shares of Cigna common stock distributed upon SPS vesting243 $51 306 $55 254 $45 

  2018  2017  2016
 

(Shares in thousands; $ in millions)

  Shares  Fair Value  Shares  Fair Value  Shares  Fair Value
 

Shares of Cigna common stock distributed upon SPS vesting

 380 $73 476 $70 768 $109 

Approximately 1,500500 employees held 707,000860,000 SPSs at the end of 20182021 and $51$66 million of related compensation expense is expected to be recognized over the next two years. The amount of expense for "performance condition" SPSs maywill vary based on actual performance in 20192022 and 2020.

2023.

E.   One-Time Employee Stock Award

The Company granted most employees a one-time stock award in 2017E.Compensation Cost and Tax Effects of five shares that immediately vested. Approximately 205,000 shares were issued in connection with this program at a price of $162.96, resulting in a pre-tax cost of $33 million.

Share-based Compensation

F.   Compensation Cost and Tax Effects of Share-based Compensation

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

(In millions)202120202019
Total compensation cost for shared-based awards$268 $289 $299 
Tax benefits recognized$73 $63 $59 

128

(In millions)

  2018  2017  2016

Total compensation cost for shared-based awards

 $180 $178 $128

Tax benefits recognized

 $36 $79 $57



Note 15

Note 18 – Goodwill, Other Intangibles and Property and Equipment

A.   Goodwill

A.Goodwill

Accounting policy. Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets. The resulting goodwill is assigned to those reporting units expected to realize cash flows from the acquisition, allocated to reporting units based on those reporting units' relative fair values,values. As a result, goodwill is primarily reported in the Health ServicesEvernorth segment ($33.735.1 billion), and the Integrated MedicalCigna Healthcare segment ($10.510.7 billion) and, to a lesser extent, the International Markets segment ($0.3 billion)

. The Company's reporting units are aligned with its operating segments as described in Note 1.

The Company evaluatesconducts its annual quantitative evaluation for goodwill for impairment at least annually during the third quarter at the reporting unit level and writes it down through shareholders' net income if impaired. On a quarterly basis, the Company performs a qualitative impairment assessment to determine if events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Fair value of a reporting unit is generally estimated based on either market data orboth a discounted cash flow analysis and a market approach using assumptions that the Company believes a hypothetical market participant would use to determine a current transaction price. The significant assumptions and estimates used in determining fair value primarily include the discount rate and future cash flows. A discount rate is selected to correspond with each reporting unit's weighted average cost of capital, consistent with that used for investment decisions considering the specific and detailed operating plans and strategies within that reporting unit. Projections of future cash flows for eachdiffer by reporting unit and are consistent with our annual planning processstrategic projection processes. Future cash flows for revenues, claims,Evernorth are primarily driven by the forecasted gross margins of the business, as well as operating expenses taxes, capital levels and long-term growth rates.

Future cash flows for our other reporting units are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.

Goodwill activity. Goodwill activity during 20182021 and 20172020 was as follows:

(In millions)20212020
Balance at January 1,$44,648 $44,602 
Goodwill acquired, net1,428 29 
Impact of foreign currency translation(31)17 
Total46,045 
Goodwill classified as Assets of businesses held for sale(234)
Goodwill per Consolidated Balance Sheets at December 31,$45,811 $44,648 
B.Other Intangibles

(In millions)

  2018  2017

Balance at January 1,

 $6,164 $5,980

Goodwill acquired, net

  38,371  154

Impact of foreign currency translation

 (30) 30

Balance at December 31,

 $44,505 $6,164

The significant increase in goodwill during 2018 reflects the Company's acquisition of Express Scripts as further discussed in Note 3.

110    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

B.   Other Intangibles

Accounting policy. The Company's other intangible assets primarily include purchased customer and producer relationships, provider networks and trademarks. The fair value of purchased customer relationships and the amortization method were determined as of the dates of purchase using an income approach that relies on projected future net cash flows including key assumptions for customer attrition and discount rates. The Company amortizes other intangiblesCompany's definite-lived intangible assets are amortized on an accelerated or straight-line basis, reflecting their pattern of economic benefits, over periods from onethree to 3930 years. Management revises amortization periods if it believes there has been a change in the length of time that an intangible asset will continue to have value. Costs incurred to renew or extend the terms of these intangible assets are generally expensed as incurred.

The Company's amortized intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the total of the expected future undiscounted cash flows generated by the underlying asset group is less than the carrying amount of the asset group, the Company recognizes an impairment charge equal to the difference between the carrying value of the asset group and its estimated fair value. The Company's indefinite-lived intangible assets are each reviewed for impairment at least annually by comparing their fair value with their carrying value. If the carrying value exceeds fair value, that excess is recognized as an impairment loss.
There were no material impairments in the years ended December 31, 2021, 2020 or 2019.
129


Components of other assets, including other intangibles. Other intangible assets were comprised of the following at December 31:

(In millions)CostAccumulated AmortizationNet Carrying Value
2021   
Customer relationships$29,997 4,539 25,458 
Trade Name - Express Scripts8,400 8,400 
Other447 81 366 
Other intangible assets38,844 4,620 34,224 
Value of business acquired ("VOBA" reported in Deferred policy acquisition costs)646 171 475 
Total (1)
$39,490 4,791 34,699 
2020
Customer relationships$29,432 3,024 26,408 
Trade Name - Express Scripts8,400 8,400 
Other475 104 371 
Other intangible assets38,307 3,128 35,179 
Value of business acquired (reported in Deferred policy acquisition costs)670 152 518 
Total$38,977 3,280 35,697 

(In millions)

  Cost  Accumulated
Amortization
  Net Carrying
Value

2018

      

Customer relationships

 $31,451  1,213  30,238

Trade Name – Express Scripts

 8,400  8,400

Other

  560  195  365

Other intangible assets

 40,411 1,408 39,003

Value of business acquired (reported in deferred policy acquisition costs)

  665  102  563

Total

 $41,076 1,510 39,566

2017

         

Customer relationships

 $1,280 1,056 224

Other

  291  170  121

Other intangible assets

 1,571 1,226 345

Value of business acquired (reported in deferred policy acquisition costs)

  232  86  146

Total

 $1,803 1,312 491

The significant increase reflects the(1) Includes $386 million of VOBA and $122 million of Other intangible assets acquired from Express Scriptsclassified as discussed further in Note 3.

Assets of businesses held for sale.

C.   Property and Equipment

The Company has indefinite-lived intangible assets totaling $8.5 billion at December 31, 2021 and $8.5 billion at December 31, 2020, largely consisting of trade names and licenses.

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

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

Components of property and equipment. Property and equipment was comprised of the following as of December 31:

(In millions)CostAccumulated AmortizationNet Carrying Value
2021   
Internal-use software$7,869 $5,060 $2,809 
Other property and equipment2,839 1,653 1,186 
Total10,708 6,713 3,995 
Property and equipment classified as Assets of businesses held for sale(424)(121)(303)
Total Property and equipment per Consolidated Balance Sheets$10,284 $6,592 $3,692 
2020
Internal-use software$7,061 $4,048 $3,013 
Other property and equipment2,719 1,527 1,192 
Total property and equipment$9,780 $5,575 $4,205 



130


(In millions)

  Cost  Accumulated Amortization  Net Carrying Value

2018

      

Internal-use software

 $5,694 $2,415 $3,279

Other property and equipment

      

Assets recorded under capital leases (1)

  56  4  52

Other property and equipment not recorded under capital leases

 2,208 977 1,231

Total other property and equipment

  2,264  981  1,283

Total property and equipment

 $7,958 $3,396 $4,562

2017

         

Internal-use software

 $2,991 $2,184 $807

Other property and equipment

         

Assets recorded under capital leases (1)

 49 31 18

Other property and equipment not recorded under capital leases

  1,573  835  738

Total other property and equipment

 1,622 866 756

Total property and equipment

 $4,613 $3,050 $1,563
(1)
Current capital lease agreements are for equipment and generally have a term of 48 months with the equipment expected to be returned to the lessor at termination.
CIGNA CORPORATION - 2018 Form10-K    111

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PART II
ITEM 8. Financial Statements and Supplementary Data

Components of depreciation and amortization. Depreciation and amortization expense was comprised of the following for the years ended December 31:

(In millions)202120202019
Internal-use software$1,097 $971 $850 
Other property and equipment253 276 284 
Value of business acquired (reported in Deferred policy acquisition costs)25 28 34 
Other intangibles1,548 1,527 2,483 
Total depreciation and amortization$2,923 $2,802 $3,651 

(In millions)

  2018  2017  2016

Internal-use software

 $323 $298 $303

Other property and equipment (1)

  146  153  158

Value of business acquired (reported in deferred policy acquisition costs)

 16 18 20

Other intangibles

  210  97  129

Total depreciation and amortization

 $695 $566 $610
(1)
Other property and equipment includes amortization on assets recorded under capital leases of $9 million in 2018, $14 million in 2017 and $20 million in 2016.

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

(In millions)Pre-tax Amortization
2022$2,651 
2023$2,293 
2024$1,961 
2025$1,792 
2026$1,543 

131


Note 19 – Leases

(In millions)

  Pre-tax Amortization

2019

 $3,169

2020

 $2,164

2021

 $2,062

2022

 $1,844

2023

 $1,777

Note 16    Leases and Rentals

Description of operating leases.The Company's operating leases are primarily for office space and certain computer and other equipment. Someequipment and have terms of theseup to 35 years.

Accounting policy. The Company determines if an arrangement is a lease and its lease classification (operating or finance) at inception. Both operating and finance leases result in (1) a right-of-use ("ROU") asset that represents our right to use the underlying asset for the lease term and (2) a lease liability that represents our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are reflected in the following lines in the Company's Consolidated Balance Sheet:
ROU AssetCurrent Lease LiabilityNon-Current Lease Liability
Operating leaseOther assetsAccrued expenses and other liabilities (current)Other liabilities (non-current)
Finance leaseProperty and equipmentShort-term debtLong-term debt
These lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Most of the Company's leases do not provide an implicit rate, so the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease pre-payments made and excludes lease incentives for operating leases. The Company's expected life of a lease may consider options to extend or terminate a lease when it is reasonably certain that the Company will exercise that option.
The Company has lease agreements with lease and non-lease components that are accounted for as a single lease component. Operating lease ROU assets are amortized on a straight-line basis over the lease term, which is representative of the pattern in which benefit is expected to be derived from the right to use the underlying asset. Variable lease payments are expensed as incurred and represent amounts that are neither fixed in nature, such as maintenance and other services provided by the lessor, nor tied to an index or rate.
The components of lease expense were as follows:
For the Years Ended December 31,
(In millions)202120202019
Operating lease cost$170 $190 $188 
Finance lease cost:
Amortization of ROU assets22 28 28 
Interest on lease liabilities2 
Total finance lease cost24 31 31 
Variable lease cost39 48 50 
Total lease cost$233 $269 $269 

In addition, the Company recognized $33 million of one-time selling, general and administrative expenses related to abandonment of leased assets associated with the Organizational Efficiency Plan. See Note 15 for further information.
Supplemental cash flow information related to leases was as follows:
For the Years Ended December 31,
(In millions)202120202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$167 $189 $173 
Operating cash outflows from finance leases$2 $$
Financing cash outflows from finance leases$22 $26 $25 
 
ROU assets obtained in exchange for lease obligations:
Operating leases$122 $189 $89 
Finance leases$20 $$68 


132


Operating and finance lease ROU assets and lease liabilities were as follows:
(In millions)December 31, 2021December 31, 2020
Operating leases: (1)
Operating lease ROU assets$478 $552 
Accrued expenses and other liabilities$159 $152 
Other non-current liabilities436 491 
Total operating lease liabilities$595 $643 
Finance leases:
Property and equipment, gross$101 $98 
Accumulated depreciation(51)(46)
Property and equipment, net$50 $52 
Short-term debt$23 $18 
Long-term debt28 36 
Total finance lease liabilities$51 $54 
(1) Operating leases include renewal optionsAssets of $27 million and other incentives that are amortized over the lifeLiabilities of the lease. Leases active$28 million in 2018 had terms ranging from one month to 18 years.

Rental expense and payments.   For the years endedbusinesses held for sale.

As of December 31, net rental expenses2021, the weighted average remaining lease term was 5 years for operating leases were approximately:

(In millions)

  2018  2017  2016

Net rental expense for operating leases

 $162 $162 $151

Future net minimum rental payments under non-cancelableand 4 years for finance leases, and the weighted average discount rate was 2.81% for operating leases were approximately $860 millionand 3.13% for finance leases.

Maturities of lease liabilities as of December 31, 2018, payable2021 were as follows:

(In millions)Operating LeasesFinance Leases
2022$152 $25 
2023132 12 
2024107 6 
202570 3 
202666 3 
Thereafter114 6 
Total lease payments641 55 
Less: imputed interest46 4 
Total (1)
$595 $51 
(1) Operating leases include Liabilities of $28 million in businesses held for sale.

(In millions)

  Operating Lease Payments

2019

 $199

2020

 $182

2021

 $148

2022

 $116

2023

 $84

2024 and thereafter

 $132

The Company also has capital lease arrangements. See Note 15 and Note 5 for further information on assets recorded under capital leases and our related obligations.

Note 17

Note 20 – Shareholders' Equity and Dividend Restrictions

State insurance departments and foreign jurisdictions that regulate certain of the Company's subsidiaries prescribe accounting practices (differing in some respects from GAAP) to determine statutory net income and surplus. The Company's life, accident and health insurance and Health Maintenance Organization ("HMO") subsidiaries are regulated by such statutory requirements. Regulatory changes in the jurisdiction of one of our foreign insurance affiliates caused a significant increase in surplus in 2017, primarily from beginning to include deferred policy acquisition costs as an admitted asset. The statutory net income of the Company's life, accident and health insurance and HMO subsidiaries for the years ended, and their statutory surplus as of December 31, were as follows:

(In billions)202120202019
Net income$3.4 $4.0 $3.8 
Surplus$13.3 $12.9 $13.8 
133


(In billions)

  2018  2017  2016

Net income

 $3.4 $2.5 $2.0

Surplus

 $12.2 $10.4 $8.5

The Company's HMO and life, accident and health insurance subsidiaries are also subject to minimum statutory surplus requirements and may be required to maintain investments on deposit with state departments of insurance or other regulatory bodies. Additionally, these subsidiaries may be subject to regulatory restrictions on the amount of annual dividends or other distributions (such as loans or cash advances) that

112    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

insurance companies may extend to their parent companies without prior approval. As of December 31, 2018,2021, these amounts, including restricted GAAP net assets of the Company's subsidiaries, were as follows:

(In billions)2021
Minimum statutory surplus required by regulators (1),(2)
$4.9
Investments on deposit with regulatory bodies (3)
$0.3
Maximum dividend distributions permitted in 2022 without regulatory approval (4)
$3.2
Maximum loans to the parent company permitted without regulatory approval$0.8
Restricted GAAP net assets of Cigna Corporation's subsidiaries (5)
$12.9
(1) Excludes amounts associated with foreign operated equity method joint ventures.

(In billions)

  2018

Minimum statutory surplus required by regulators

 $3.9

Investments on deposit with regulatory bodies

 $0.6

Maximum dividend distributions permitted in 2019 without regulatory approval

 $2.1

Maximum loans to the parent company permitted without regulatory approval

 $1.3

Restricted GAAP net assets of Cigna Corporation's subsidiaries

 $15.5
(2) Includes approximately $1 billion associated with businesses held for sale.

(3) Includes approximately $40 million associated with businesses held for sale.
(4) Includes approximately $200 million associated with businesses held for sale.
(5) Includes approximately $3.0 billion associated with businesses held for sale.

Permitted practices used by the Company's insurance subsidiaries in 20182021 that differed from prescribed regulatory accounting had an immaterial impact on statutory net income and surplus.


Undistributed earnings for equity method subsidiaries are $1.1 billion as of December 31, 2021.

Note 21 – Income Taxes

Note 18    Income Taxes

Accounting policy. Deferred income taxes are reflected in the balance sheetConsolidated Balance Sheets for differences between the financial and income tax reporting bases of the Company's underlying assets and liabilities, and are established based upon enacted tax rates and laws. Deferred income tax assets are recognized when available evidence indicates that realization is more likely than not and a valuation allowance is established to the extent this standard is not met a valuation allowance is established.met. The deferred income tax provision generally represents the net change in deferred income tax assets and liabilities during the reporting period excluding adjustments to accumulated other comprehensive income or amounts recorded in connection with a business combination. The current income tax provision generally represents estimated amounts due on income tax returns for the year reported to various jurisdictions plus the effect of any uncertain tax positions. The Company recognizes a liability for uncertain tax positions if management believes the probability that the positions will be sustained is less50% or less. For uncertain positions that management believes are more likely than 50 percent.

not to be sustained, the Company recognizes a liability based upon management's estimate of the most likely settlement outcome with the taxing authority. The liabilities for uncertain tax positions are classified as current when the position is expected to be settled within 12 months or the statute of limitation expires within 12 months.

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

The Company's foreign operations continue to retain a significant portion of their earnings overseas. These undistributed earnings are deployed outside of the United States in support of the liquidity and capital needs of our foreign operations as well as to support growth initiatives overseas. The Company generally does not intend to repatriate these earnings.

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A.       Income Tax Expense

A.Income Tax Expense

The federal corporate income tax rate declined to 21% effective January 1, 2018 because of U.S. tax reform legislation enacted in late 2017. As a result, the Company's U.S. income tax expense and effective tax rate were notably lower in 2018. Prior year consolidated tax expense included a $232 million charge due to U.S. tax reform, driven by revaluation of deferred tax balances and the deemed repatriation tax on accumulated foreign earnings. The Company has continued to evaluate the provisional tax reform adjustments first recorded in 2017. The one-year measurement period under SEC requirements has expired with only minor adjustments to the initial amounts recorded.

The components of income taxes for the years ended December 31 were as follows:

(In millions)202120202019
Current taxes
U.S. income taxes$1,268 $2,128 $1,476 
Foreign income taxes207 334 173 
State income taxes112 303 114 
Total current taxes1,587 2,765 1,763 
Deferred taxes (benefits)
U.S. income taxes (benefits)(167)(217)(236)
Foreign income taxes69 11 16 
State income tax (benefits)(122)(180)(93)
Total deferred taxes (benefits)(220)(386)(313)
Total income taxes$1,367 $2,379 $1,450 

(In millions)

  2018  2017  2016

Current taxes

      

U.S. income taxes

 $804 $974 $935

Foreign income taxes

 185 122 95

State income taxes

  47  36  32

Total current taxes

 1,036 1,132 1,062

Deferred taxes (benefits)

         

U.S. income taxes (benefits)

 (75) 204 69

Foreign income taxes

  8  39  9

State income tax (benefits)

 (34) (1) (4)

Total deferred taxes (benefits)

  (101)  242  74

Total income taxes

 $935 $1,374 $1,136

Total income taxes for the years ended December 31 were different from the amount computed using the nominal federal income tax rate for the following reasons:

 202120202019
(In millions)$%$%$%
Tax expense at nominal rate$1,424 21.0 %$2,282 21.0 %$1,380 21.0 %
Impact of sale of business  104 1.0 — — 
Effect of foreign earnings(33)(0.5)(61)(0.6)24 0.4 
Health insurance industry tax  93 0.9 — — 
State income tax (net of federal income tax benefit)(9)(0.1)24 0.2 32 0.5 
Other(15)(0.2)(63)(0.6)14 0.2 
Total income taxes$1,367 20.2 %$2,379 21.9 %$1,450 22.1 %

  2018  2017  2016

(In millions)

  $  %  $  %  $  %

Tax expense at nominal rate

 $752 21.0% $1,262 35.0% $1,043 35.0%

Effect of U.S. tax reform legislation

  (4)  (0.1)  232  6.4    0.0

Effect of foreign earnings

 74 2.1 (70) (1.9) (57) (1.9)

Health insurance industry tax

  78  2.2    0.0  108  3.6

State income tax (net of federal income tax benefit)

 10 0.3 23 0.6 18 0.6

Other

  25  0.6  (73)  (2.0)  24  0.8

Total income taxes

 $935 26.1% $1,374 38.1% $1,136 38.1%
CIGNA CORPORATION - 2018 Form10-K    113

Table of Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Consolidated pre-tax income from the Company's foreign operations was approximately 15%26% of the Company's pre-tax income in 2018. The comparable amount in prior years was2021, 14% in 20172020 and 11%12% in 2016. South Korean operations produced a majority of the Company's foreign pre-tax earnings.

The effective tax rate for 2018 of 26.1% was considerably lower than the 38.1% rate for 2017. The decline was due to the reduction in the U.S. tax rate, and was partially offset by reinstatement of the non-deductible health insurance industry tax. The health insurance industry tax will again be suspended for 2019.

The Company continues to retain a significant portion of its foreign earnings overseas, where they are generally subject to a higher tax rate than that imposed in the U.S. Additional deferred tax liabilities of approximately $135 million for foreign withholding taxes would have been recorded if these earnings were intended to be remitted. A portion of these withholding taxes may be eligible for credit against the Company's U.S. tax liability.

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B.       Deferred Income Taxes

B.Deferred Income Taxes

Deferred income tax assets and liabilities as of December 31, were as follows:

(In millions)20212020
Deferred tax assets
Employee and retiree benefit plans$304 $477 
Other insurance and contractholder liabilities263 278 
Loss carryforwards278 177 
Other accrued liabilities412 358 
Other245 209 
Deferred tax assets before valuation allowance1,503 1,499 
Valuation allowance for deferred tax assets(246)(207)
Deferred tax assets, net of valuation allowance1,257 1,292 
Deferred tax liabilities
Depreciation and amortization698 660 
Acquisition-related basis differences8,726 8,989 
Policy acquisition expenses312 289 
Unrealized appreciation on investments and foreign currency translation104 171 
Other212 122 
Total deferred tax liabilities10,052 10,231 
Net deferred income tax (liabilities)(8,795)
Net deferred income tax (liabilities) assets classified as Liabilities of businesses held for sale(449)
Net deferred income tax (liabilities) assets per Consolidated Balance Sheets$(8,346)$(8,939)

(In millions)

  2018  2017

Deferred tax assets

    

Employee and retiree benefit plans

 $411 $279

Other insurance and contractholder liabilities

 402 358

Loss carryforwards

  255  105

Other accrued liabilities

 340 101

Other

  205  91

Deferred tax assets before valuation allowance

 1,613 934

Valuation allowance for deferred tax assets

  (199)  (72)

Deferred tax assets, net of valuation allowance

 1,414 862

Deferred tax liabilities

      

Depreciation and amortization

 838 176

Acquisition-related basis differences

  9,792  320

Policy acquisition expenses

 211 190

Unrealized appreciation on investments and foreign currency translation

  (29)  102

Other

 55 35

Total deferred tax liabilities

  10,867  823

Net deferred income tax (liabilities) assets

 $(9,453) $39

The net deferred tax balance changed significantly due to the Company's acquisition of Express Scripts, primarily representing deferred tax liabilities on the intangible assets recognized in purchase accounting. No deferred tax liability has been recognized for goodwill that is nondeductible for tax purposes. Also certain prior year balances have been reclassified to align with our presentation as of December 31, 2018.

Management believes that future results will generally be sufficient to realize a majority of the Company's gross deferred tax assets. The Company establishes a valuation allowanceValuation allowances are established against deferred tax assets when it determinesis determined that it is not at least more likely than not that the asset will not be recognized. The Company has recognized deferred tax assets related toValuation allowances have been established against certain federal, state and foreign losses, a portion of which have been offset by a valuation allowance.tax attributes. There are multiple expiration dates associated with these losses, though a significant portion expires in 2021.

tax attributes.

C.       Uncertain Tax Positions

C.Uncertain Tax Positions

A reconciliation

Reconciliations of unrecognized tax benefits for the years ended December 31 waswere as follows:

(In millions)202120202019
Balance at January 1,$1,210 $1,018 $928 
Increase due to prior year positions21 128 68 
Increase due to current year positions31 88 29 
Reduction related to settlements with taxing authorities(15)— — 
Reduction related to lapse of applicable statute of limitations(17)(24)(7)
Balance at December 31,$1,230 $1,210 $1,018 

(In millions)

  2018  2017  2016

Balance at January 1,

 $35 $31 $31

Increase due to prior year positions

  40    

Increase due to business combinations

 860  

Increase due to current year positions

  6  7  10

Reduction related to settlements with taxing authorities

 (1) (1) (2)

Reduction related to lapse of applicable statute of limitations

  (12)  (2)  (8)

Balance at December 31,

 $928 $35 $31

The liability for uncertainSubstantially all unrecognized tax positions has increased significantly due to the Company's acquisition of Express Scripts, the majority of whichbenefits would impact shareholder'sshareholders' net income if recognized. It is reasonably possible that the liability for uncertain tax positions could decline over the intervening twelve months.

The Company classifies net interest expense on uncertain tax positions as a component of income tax expense but excludes this amount fromand in Accrued expenses and other liabilities on the disclosed liability for uncertain tax positions. Thebalance sheet. In addition to the amounts in the table above, the liability for net interest expense on uncertain tax positions was not materialapproximately $148 million as of December 31, 2018 or 2017.

114    CIGNA CORPORATION - 2018 Form10-K

Back to Contents

PART II
ITEM 8. Financial Statements2021, $127 million as of December 31, 2020 and Supplementary Data

$100 million as of December 31, 2019.

D.       Other Tax Matters

D.Other Tax Matters

The statute of limitations for Cigna's consolidated federal income tax returns through 2014 has closed,2016 have closed. However, Cigna filed amended returns for both the 2015 and there2016 tax years, which are no pending examinations. The Company has filed an amended 2014 consolidated tax return andunder review by the claim is subject to Internal Revenue Service ("IRS") review.. Additionally, the IRS is examining Cigna's returns for 2017 and 2018. The IRS has examinedstatute of limitations for Express Scripts' consolidated federal income tax returns through 2012 has closed. However, for 2010 through 2012 for whichtax years, there isremains a significant disputed tax matter, andmatter. The IRS is currentlyalso examining Express Scripts' consolidated federal income tax returns for 2013 through 2015. 2018. The Company has established adequate reserves for these matters.
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The Company conducts business in a number of state and foreign jurisdictions and may be engaged in multiple audit proceedings at any given time. Generally, no further state or foreign audit activity is expected for tax years prior to 20112013 for Cigna's entities and 2006 for Express Scripts' entities.

Note 22 – Contingencies and Other Matters
The Company, through its subsidiaries, is contingently liable for various guarantees provided in the ordinary course of business.
A.Financial Guarantees: Retiree and Life Insurance Benefits
The Company guarantees that separate account assets will be sufficient to pay certain life insurance or retiree benefits. For the majority of these benefits, the sponsoring employers are primarily responsible for ensuring that assets are sufficient to pay these benefits and are required to maintain assets that exceed a certain percentage of benefit obligations. If employers fail to do so, the Company or an affiliate of the buyer of the retirement benefits business has the right to redirect the management of the related assets to provide for benefit payments. As of December 31, 2021, employers maintained assets that generally exceeded the benefit obligations under these arrangements of approximately $440 million. An additional liability is established if management believes that the Company will be required to make payments under the guarantees; there were no additional liabilities required for these guarantees, net of reinsurance, as of December 31, 2021. Separate account assets supporting these guarantees are classified in Levels 1 and 2 of the GAAP fair value hierarchy.
The Company does not expect that these financial guarantees will have a material effect on the Company's consolidated results of operations, liquidity or financial condition.
B.Certain Other Guarantees
The Company had indemnification obligations as of December 31, 2021 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 December 31, 2021.
C.Guaranty Fund Assessments
The Company operates in a regulatory environment that may require its participation in assessments under state insurance guaranty association laws. The Company's exposure to assessments for certain obligations of insolvent insurance companies to policyholders and claimants is based on its share of business written in the relevant jurisdictions.
There were no material charges or credits resulting from existing or new guaranty fund assessments for the year ended December 31, 2021.
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. See Note 21 for additional information on tax matters.
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
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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 Anthem. In March 2016, Anthem 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. Anthem also requested that the court enter declaratory judgment that Express Scripts is required to provide Anthem competitive benchmark pricing, that Anthem can terminate the agreement and that Express Scripts is required to provide Anthem with post-termination services at competitive benchmark pricing for one year following any termination by Anthem. Anthem 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 Anthem and $150 million damages for service issues ("Anthem's Allegations"). On April 19, 2016, in response to Anthem's complaint, Express Scripts filed its answer denying Anthem's Allegations in their entirety and asserting affirmative defenses and counterclaims against Anthem. The court subsequently granted Anthem's motion to dismiss 2 of 6 counts of Express Scripts' amended counterclaims. Express Scripts filed its Motion for Summary Judgment on August 27, 2021. Anthem 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. There is no tentative trial date.

Medicare Advantage. A qui tam action that was filed by a relator 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 is pending before the court. The Company has opposed the DOJ's motion to intervene and the government filed its reply brief on February 1, 2022. The motion has been fully briefed and is under the court's review.
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 above). The Company is currently responding to information requests (civil investigative demand) 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 23 – 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 net realized investment results, amortization of acquired intangible assets, results of transitioning clients prior to 2020, 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, revenue contribution from transitioning clients prior to 2020, 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.
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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 year ended December 31, 2021, 2020 and 2019:
(In millions)202120202019
Description of Special Item Charges (Benefits) and Financial Statement Line Item(s)After-taxBefore-taxAfter-taxBefore-taxAfter-taxBefore-tax
Charge for organizational efficiency plan
(Selling, general and administrative expenses)
$119 $168 $24 $31 $162 $207 
Debt extinguishment costs
 
110 141 151 199 — — 
Integration and transaction-related (benefits) costs
 (Selling, general and administrative expenses)
71 169 404 527 427 552 
(Benefits) charges associated with litigation matters
 (Selling, general and administrative expenses)
(21)(27)19 25 41 51 
Risk corridors recovery
 (Selling, general and administrative expenses)
  (76)(101)— — 
Contractual adjustment for a former client
 (Pharmacy revenues)
  (155)(204)— — 
(Gain) on sale of business  (3,217)(4,203)— — 
Total impact from special items$279 $451 $(2,850)$(3,726)$630 $810 

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Summarized segment financial information was as follows:
(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
2021
Revenues from external customers$127,692 $41,378 $3,459 $ $172,529 
Inter-segment revenues4,203 2,271  (6,474)
Net investment income17 1,003 530 (1)1,549 
Total revenues131,912 44,652 3,989 (6,475)174,078 
Net realized investment results from certain equity method investments
     
Adjusted revenues$131,912 $44,652 $3,989 $(6,475)$174,078 
Depreciation and amortization$2,316 $551 $52 $4 $2,923 
Income (loss) before taxes$3,908 $3,812 $852 $(1,790)$6,782 
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(31)(3)(24) (58)
Net realized investment (gains) losses (1)
4 (247)47  (196)
Amortization of acquired intangible assets1,937 47 14  1,998 
Special items
Charge for organizational efficiency plan   168 168 
Debt extinguishment costs   141 141 
Integration and transaction-related (benefits) costs   169 169 
(Benefits) charges associated with litigation matters   (27)(27)
Pre-tax adjusted income (loss) from operations$5,818 $3,609 $889 $(1,339)$8,977 
(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
2020
Revenues from external customers
$112,647 $38,826 $7,684 $— $159,157 
Inter-segment revenues3,655 1,966 23 (5,644)
Net investment income32 473 739 — 1,244 
Total revenues116,334 41,265 8,446 (5,644)160,401 
Net realized investment results from certain equity method investments— (130)— — (130)
Special item related to contractual adjustment for a former client(204)— — — (204)
Adjusted revenues$116,130 $41,135 $8,446 $(5,644)$160,067 
Depreciation and amortization$2,248 $458 $71 $25 $2,802 
Income (loss) before taxes$3,684 $4,291 $5,227 $(2,334)$10,868 
Pre-tax adjustments to reconcile to adjusted income from operations
(Income) attributable to noncontrolling interests(17)(1)(19)— (37)
Net realized investment (gains) losses (1)
(17)(202)(60)— (279)
Amortization of acquired intangible assets1,917 44 21 — 1,982 
Special items
Charge for organizational efficiency plan   31 31 
Debt extinguishment costs   199 199 
Integration and transaction-related (benefits) costs —  527 527 
(Benefits) charges associated with litigation matters —  25 25 
Risk corridors recovery (101) — (101)
Contractual adjustment for a former client(204)—  — (204)
(Gain) on sale of business — (4,203)— (4,203)
Pre-tax adjusted income (loss) from operations$5,363 $4,031 $966 $(1,552)$8,808 
(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.
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(In millions)EvernorthCigna HealthcareOther OperationsCorporate and EliminationsTotal
2019
Revenues from external customers$107,354 $37,455 $7,367 $— $152,176 
Inter-segment revenues2,380 1,168 26 (3,574)
Net investment income (loss)60 510 822 (2)1,390 
Total revenues109,794 39,133 8,215 (3,576)153,566 
Revenue contributions from transitioning clients(13,347)— — — (13,347)
Net realized investment results from certain equity method investments— (44)— — (44)
Adjusted revenues$96,447 $39,089 $8,215 $(3,576)$140,175 
Depreciation and amortization$3,071 $492 $85 $$3,651 
Income (loss) before taxes$3,983 $4,071 $1,180 $(2,664)$6,570 
Pre-tax adjustments to reconcile to adjusted income from operations
Adjustment for transitioning clients(1,726)— — — (1,726)
(Income) attributable to noncontrolling interests(4)— (16)— (20)
Net realized investment (gains) losses (1)
— (159)(62)— (221)
Amortization of acquired intangible assets2,839 81 29 — 2,949 
Special items
Charge for organizational efficiency plan— — — 207 207 
Integration and transaction-related (benefits) costs— — — 552 552 
(Benefits) charges associated with litigation matters— (30)— 81 51 
Pre-tax adjusted income (loss) from operations$5,092 $3,963 $1,131 $(1,824)$8,362 
(1) Includes the Company's share of certain realized investment gains (losses) of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting.

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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 year ended December 31:
(In millions)202120202019
Products (Pharmacy revenues) (ASC 606)
Network revenues$64,992 $56,365 $51,430 
Home delivery and specialty revenues54,391 49,906 49,226 
Other6,428 5,403 4,900 
Intercompany eliminations(4,398)(3,905)(2,457)
Total pharmacy revenues121,413 107,769 103,099 
Insurance premiums (ASC 944)
Cigna Healthcare
U.S. Commercial
Insured14,315 13,389 12,523 
Stop loss4,868 4,614 4,328 
Other1,290 1,135 1,040 
U.S. Government
Medicare Advantage8,362 7,565 6,314 
Medicare Part D1,499 1,593 1,699 
Other4,815 4,301 4,185 
International Health2,588 2,472 2,382 
Total Cigna Healthcare37,737 35,069 32,471 
International businesses held for sale3,205 3,039 2,884 
Domestic disability, life and accident 4,423 4,225 
Other221 124 147 
Intercompany eliminations(9)(28)(13)
Total premiums41,154 42,627 39,714 
Services (Fees) (ASC 606)
Evernorth6,070 4,611 4,165 
Cigna Healthcare5,743 5,491 6,022 
Other Operations19 116 123 
Other revenues197 254 157 
Intercompany eliminations(2,067)(1,711)(1,104)
Total fees and other revenues9,962 8,761 9,363 
Total revenues from external customers$172,529 $159,157 $152,176 

Foreign and U.S. revenues from external customers for the three years ended December 31 are shown below. The Company's foreign revenues are generated by its foreign operating entities. In the periods shown, no foreign country contributed more than 2% of consolidated revenues from external customers.
(In millions)202120202019
United States$166,626 $154,042 $147,332 
Foreign countries (1)
5,903 5,115 4,844 
Total$172,529 $159,157 $152,176 
(1) International life, accident and supplemental benefits businesses in seven countries to be sold pursuant to the Chubb Transaction as described in Note 1 comprised of $3.2 billion, $3.1 billion and $2.9 billion in 2021, 2020 and 2019, respectively.
Revenues from U.S. Federal Government agencies, under a number of contracts, were 14% of consolidated revenues in 2021, 15% in 2020 and 14% in 2019. These amounts were reported in the Evernorth and Cigna Healthcare segments.
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Note 19    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 (Prudential Retirement Insurance and Annuity Company or "Prudential") has the right to redirect the management of the related assets to provide for benefit payments. As of December 31, 2018, employers maintained assets that exceeded the benefit obligations under these arrangements of approximately $455 million. Approximately 11% of these are reinsured by Prudential. The remaining guarantees are provided by the Company with minimal reinsurance from third parties. The Company establishes an additional liability if management believes that the Company will be required to make payment under the guarantees; there were no additional liabilities required for these guarantees, net of reinsurance, as of December 31, 2018. Separate account assets supporting these guarantees are classified in Levels 1 and 2 of the GAAP fair value hierarchy (see Note 10).

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

B.       Certain Other Guarantees

The Company had indemnification obligations as of December 31, 2018 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, the filing of tax returns, compliance with law or the 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 December 31, 2018.

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.

In first quarter 2017, the Commonwealth Court of Pennsylvania entered an order of liquidation of Penn Treaty Network America Insurance Company, together with its subsidiary American Network Insurance Company (collectively "Penn Treaty," a long-term care insurance carrier), triggering guaranty fund coverage and a charge of approximately $130 million before-tax ($85 million after-tax). As of December 31, 2018, the recorded liability for this assessment was approximately $42 million. Updates to the amount of the Penn Treaty assessment were not material in 2018. A portion of this assessment is expected to be offset in the future by premium tax credits that will be recognized in the period received.

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. Except for the specific matters noted below, the Company believes that the legal actions, regulatory matters, proceedings and investigations currently pending against it should not have a material adverse effect on the Company's results of operations, financial condition or liquidity based upon our current knowledge and taking into consideration current accruals. This includes certain matters previously discussed in Express Scripts' annual and quarterly reports that are no longer disclosed because they are not considered material legal proceedings for the combined company. Disputed tax matters arising from audits by the IRS or other state and foreign jurisdictions, including those resulting in litigation, are accounted for under GAAP guidance for uncertain tax positions. Further information on income tax matters can be found in Note 18.

CIGNA CORPORATION - 2018 Form10-K    115

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PART II
ITEM 8. Financial Statements and Supplementary Data

Pending litigation and legal or regulatory matters that the Company has identified with a reasonably possible material loss are described below. When litigation and regulatory matters present loss contingencies that are both probable and estimable, the Company accrues the estimated loss by a charge to shareholders' net income. The estimated loss is the Company's best estimate of the probable loss at the time or an amount within a range of estimated losses reflecting the most likely outcome or the minimum amount of the range (if no amount is better than any other estimated amount in the range.) For material pending litigation and legal or regulatory matters discussed below, the Company provides disclosure in the aggregate of accruals and range of loss, or a statement that such information cannot be estimated. 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. The Company has accrued approximately $190 million ($150 million after-tax) as of December 31, 2018 for the matters discussed below under "Litigation Matters" as well as litigation related to certain of the Company's claim operating practices and disputes around reimbursement rates to providers. 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.

Litigation Matters

Amara cash balance pension plan litigation.   In December 2001, Janice Amara filed a class action lawsuit in the U.S. District Court for the District of Connecticut against Cigna Corporation and the Cigna Pension Plan (the "Plan") on behalf of herself and other similarly situated Plan participants affected by the 1998 conversion to a cash balance formula. The plaintiffs allege various violations of the Employee Retirement Income Security Act of 1974 ("ERISA"), including that the Plan's cash balance formula discriminates against older employees; that the conversion resulted in a wear-away period (when the pre-conversion accrued benefit exceeded the post-conversion benefit); and that the Plan communications contained inaccurate or inadequate disclosures about these conditions.

In 2008, the District Court (1) affirmed the Company's right to convert to a cash balance plan prospectively beginning in 1998; (2) found for plaintiffs on the disclosure claim only; and (3) required the Company to pay pre-1998 benefits under the pre-conversion traditional annuity formula and post-1997 benefits under the post-conversion cash balance formula. From 2008 through 2015, this case has undergone a series of court proceedings that resulted in the original District Court order being largely upheld. In 2015, the Company submitted to the District Court its proposed method for calculating the additional pension benefits due to class members and plaintiffs responded in August 2015.

Since then, there has been continued litigation regarding the calculation of benefits, attorneys' fees, and the administration of the remedy payments. On November 29, 2018, the Court ordered the Pension Plan to pay attorneys' and incentive fees of $32 million, and that the Plan must pay any past due lump sums and back benefits within 90 days of the Order. These payments were made as ordered in December 2018. Barring any new Order by the Court impacting the timing, the Company expects to amend the Plan and commence remedy benefit payments in 2019. Once these events occur, the Plan will reflect the additional remedy benefits ordered by the Court as an increase to the pension liability (see Note 13) and the Company will reduce the remaining litigation reserve accordingly. Management believes that the Company's remaining reserve is adequate as of December 31, 2018.

Litigation related to the Merger.   Following announcement of the Company's Merger Agreement with Express Scripts as discussed in Note 3, putative class action complaints (collectively the "complaints") have been filed against Express Scripts and the Express Scripts board of directors. Certain of these complaints also include Cigna, Old Cigna, Cigna Merger Sub and Express Scripts Merger Sub as defendants. The complaints alleged that the registration statement filed in connection with the Merger (and certain amendments thereto) omitted material information in violation of Sections 14(a) and 20(a) of the Exchange Act, rendering the registration statement false and misleading. The parties entered into a settlement agreement in November 2018 and notices of voluntary dismissal have been filed.

Cigna Litigation with Anthem.   In February 2017, the Company delivered a notice to Anthem terminating the 2015 merger agreement, and notifying Anthem that it must pay the Company the $1.85 billion reverse termination fee pursuant to the terms of the merger agreement. Also in February 2017, the Company filed suit against Anthem in the Delaware Court of Chancery (the "Chancery Court") seeking declaratory judgments that the Company's termination of the merger agreement was valid and that Anthem was not permitted to extend the termination date. The complaint also sought payment of the reverse termination fee and additional damages in an amount exceeding $13 billion, including the lost premium value to the Company's shareholders caused by Anthem's willful breaches of the merger agreement.

On February 15, 2017, the Chancery Court granted Anthem's motion for a temporary restraining order and temporarily enjoined the Company from terminating the merger agreement. In May 2017, the Chancery Court denied Anthem's motion for a preliminary injunction to enjoin Cigna from terminating the merger agreement but stayed its ruling pending Anthem's determination as to whether to seek an appeal. Anthem subsequently notified Cigna and the Chancery Court that it did not intend to appeal the Chancery Court's decision. As a result, the merger agreement was terminated.

The litigation between the parties remains pending. Trial commenced on February 25, 2019 and we await the outcome. We believe in the merits of our claims and dispute Anthem's claims, and we intend to vigorously defend ourselves and pursue our claims. The outcomes of lawsuits are inherently unpredictable, and we may be unsuccessful in the ongoing litigation or any future claims or litigation.

Express Scripts Litigation with Anthem.   In March 2016, Anthem 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. Anthem requests the court enter declaratory judgment that Express Scripts is required to provide Anthem competitive benchmark pricing, that Anthem can terminate the agreement, and that Express Scripts is required to provide Anthem with post-termination services at competitive benchmark pricing for one year following any termination by Anthem. Anthem claims it is entitled to $13.0 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 Anthem, and $150 million in damages for service issues ("Anthem's Allegations"). On April 19, 2016, in response to Anthem's complaint, Express Scripts filed its answer denying Anthem's Allegations in their entirety and asserting affirmative defenses and counterclaims against Anthem. The court subsequently granted Anthem's motion to dismiss

116    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

two of six counts of Express Scripts' amended counterclaims. The current scheduling order runs through the completion of summary judgment briefing in December 2019. There is no tentative trial date.

Regulatory Matters

Civil Investigative Demand.   The U.S. Department of Justice ("DOJ") is conducting an industry review of Medicare Advantage organizations' risk adjustment practices under Medicare Parts C and D, including medical chart reviews and health exams. The Company is currently responding to information requests (civil investigative demands) received from the DOJ (U.S. Attorney's Offices for the Eastern District of Pennsylvania and the Southern District of New York). We will continue to cooperate with the DOJ's investigation.

Disability claims regulatory matter.   During the second quarter of 2013, the Company finalized an agreement with the Departments of Insurance for Maine, Massachusetts, Pennsylvania, Connecticut and California (together, the "monitoring states") related to the Company's long-term disability claims handling practices. The agreement requires primarily: (1) enhanced procedures related to documentation and disposition and (2) a two-year monitoring period followed by a re-examination that began in the second quarter of 2016. Management believes the Company has addressed the requirements of the agreement. If the monitoring states find material non-compliance with the agreement upon re-examination, the Company may be subject to additional costs and penalties or requests to change its business practices that could negatively impact future earnings for this business.

Note 20    Condensed Consolidating Financial Information

Effective with the Merger that closed on December 20, 2018 (see Note 3 for further information) the senior notes issued by Cigna, Old Cigna, Express Scripts, Inc. ("ESI"), Medco Health Solutions, Inc. ("Medco"), and Express Scripts became jointly and severally and fully and unconditionally (subject to certain customary release provisions, including sale, exchange, transfer or liquidation of the guarantor subsidiary) guaranteed by Cigna, Old Cigna, ESI, Medco and Express Scripts, as applicable. Details of these debt obligations are presented in Note 5. The following condensed consolidating financial information has been prepared in accordance with the requirements as prescribed by the SEC in Regulation S-X. The condensed consolidating financial information presented below is not indicative of what the financial position, results of operations or cash flows would have been had each of the entities operated as an independent company during the periods for various reasons, including, but not limited to, intercompany transactions and integration of systems.

The condensed consolidating financial information is presented separately for:

(i)
Cigna (the Parent Company), guarantor, the issuer of additional guaranteed obligations;
(ii)
Old Cigna (former Parent Company for the fiscal years ended 2017 and 2016), guarantor, the issuer of additional guaranteed obligations;
(iii)
Express Scripts, guarantor, the issuer of additional guaranteed obligations;
(iv)
ESI, guarantor, the issuer of additional guaranteed obligations;
(v)
Medco, guarantor, the issuer of additional guaranteed obligations;
(vi)
Non-guarantor subsidiaries, on a combined basis;
(vii)
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among Cigna, Old Cigna, Express Scripts, ESI, Medco and the non-guarantor subsidiaries, (b) eliminate the investments in our subsidiaries and (c) record consolidating entries; and
(viii)
Cigna and subsidiaries on a consolidated basis.
CIGNA CORPORATION - 2018 Form10-K    117

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Statements of Income

   For the year ended December 31, 2018
(In millions)
 Cigna
 Old Cigna
 Express
Scripts
Holding
Company

 Express
Scripts, Inc.

 Medco Health
Solutions, Inc.

 Non-
Guarantors

 Eliminations and
Consolidation
Adjustments

 Consolidated
Revenues                
Premiums $ $ $ $ $ $36,113 $ $36,113
Fees and other revenues    23 7 5,596 (48) 5,578
Pharmacy revenues        1,866  418  4,165  (970)  5,479
Net investment income 123 1 2   1,354  1,480
​ ​ ​ ​ ​ ​ ​ ​ 
Total revenues  123  1  2  1,889  425  47,228  (1,018)  48,650
Benefits and expenses                
Medical costs and other benefit expenses            27,528    27,528
Pharmacy and other service costs    1,763 417 3,583 (970) 4,793
Selling, general and administrative expenses  200  535    44  8  11,195  (48)  11,934
Amortization of acquired intangible assets    94 13 128  235
​ ​ ​ ​ ​ ​ ​ ​ 
Total benefits and expenses  200  535    1,901  438  42,434  (1,018)  44,490
Income (loss) from operations (77) (534) 2 (12) (13) 4,794  4,160
​ ​ ​ ​ ​ ​ ​ ​ 
Interest and other income (expense)  (244)  (264)  15  (17)  (10)  22    (498)
Intercompany interest income (expense) (5) (58) (15) 7 5 66  
Net realized investment (losses)  (1)          (80)    (81)
Income (loss) before income taxes (327) (856) 2 (22) (18) 4,802  3,581
​ ​ ​ ​ ​ ​ ​ ​ 
Total income tax (benefit) expense  (74)  (163)    (4)  (4)  1,180    935
Income (loss) before equity in earnings of subsidiaries (253) (693) 2 (18) (14) 3,622  2,646
​ ​ ​ ​ ​ ​ ​ ​ 
Equity in earnings (loss) of subsidiaries  2,890  3,613  (32)  (33)  29    (6,467)  
Net income (loss) 2,637 2,920 (30) (51) 15 3,622 (6,467) 2,646
​ ​ ​ ​ ​ ​ ​ ​ 
Less: Net income attributable to noncontrolling interests            9    9
Shareholders' net income (loss) $2,637 $2,920 $(30) $(51) $15 $3,613 $(6,467) $2,637
​ ​ ​ ​ ​ ​ ​ ​ 
Other comprehensive (loss), net of tax  (390)  (390)        (536)  926  (390)
Shareholders' comprehensive income (loss) $2,247 $2,530 $(30) $(51) $15 $3,077 $(5,541) $2,247
118    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Statements of Income

   For the year ended December 31, 2017
(In millions)
 Cigna
 Old Cigna
 Express
Scripts
Holding
Company

 Express
Scripts, Inc.

 Medco Health
Solutions, Inc.

 Non-
Guarantors

 Eliminations and
Consolidation
Adjustments

 Consolidated
Revenues                
Premiums $ $ $ $ $ $32,491 $ $32,491
Fees and other revenues      5,110  5,110
Pharmacy revenues            2,979    2,979
Net investment income      1,226  1,226
​ ​ ​ ​ ​ ​ ​ ​ 
Total revenues            41,806    41,806
Benefits and expenses                
Medical costs and other benefit expenses            25,263    25,263
Pharmacy and other service costs      2,456  2,456
Selling, general and administrative expenses    195        9,835    10,030
Amortization of acquired intangible assets      115  115
​ ​ ​ ​ ​ ​ ​ ​ 
Total benefits and expenses    195        37,669    37,864
Income (loss) from operations  (195)    4,137  3,942
​ ​ ​ ​ ​ ​ ​ ​ 
Interest and other (expense)    (246)        (6)    (252)
Intercompany interest income (expense)  (18)    18  
Debt extinguishment (costs)    (321)            (321)
Net realized investment gains      237  237
​ ​ ​ ​ ​ ​ ​ ​ 
Income (loss) before income taxes    (780)        4,386    3,606
Total income tax (benefit) expense  (194)    1,568  1,374
​ ​ ​ ​ ​ ​ ​ ​ 
Income (loss) before equity in earnings of subsidiaries    (586)        2,818    2,232
Equity in earnings of subsidiaries  2,823     (2,823) 
​ ​ ​ ​ ​ ​ ​ ​ 
Net income    2,237        2,818  (2,823)  2,232
Less: Net (loss) attributable to noncontrolling interests      (5)  (5)
​ ​ ​ ​ ​ ​ ​ ​ 
Shareholders' net income $ $2,237 $ $ $ $2,823 $(2,823) $2,237
Other comprehensive income, net of tax  300    269 (269) 300
​ ​ ​ ​ ​ ​ ​ ​ 
Shareholders' comprehensive income $ $2,537 $ $ $ $3,092 $(3,092) $2,537
CIGNA CORPORATION - 2018 Form10-K    119

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Statements of Income

   For the year ended December 31, 2016
(In millions)
 Cigna
 Old Cigna
 Express
Scripts
Holding
Company

 Express
Scripts, Inc.

 Medco Health
Solutions, Inc.

 Non-
Guarantors

 Eliminations and
Consolidation
Adjustments

 Consolidated
Revenues                
Premiums $ $ $ $ $ $30,824 $ $30,824
Fees and other revenues      4,901  4,901
Pharmacy revenues            2,966    2,966
Net investment income      1,147  1,147
​ ​ ​ ​ ​ ​ ​ ​ 
Total revenues            39,838    39,838
Benefits and expenses                
Medical costs and other benefit expenses            24,341    24,341
Pharmacy and other service costs      2,468  2,468
Selling, general and administrative expenses    281        9,509    9,790
Amortization of acquired intangible assets      151  151
​ ​ ​ ​ ​ ​ ​ ​ 
Total benefits and expenses    281        36,469    36,750
Income (loss) from operations  (281)    3,369  3,088
​ ​ ​ ​ ​ ​ ​ ​ 
Interest and other (expense)    (244)        (34)    (278)
Intercompany interest income (expense)  (3)    3  
Net realized investment gains            169    169
Income (loss) before income taxes  (528)    3,507  2,979
​ ​ ​ ​ ​ ​ ​ ​ 
Total income tax (benefit) expense    (146)        1,282    1,136
Income (loss) before equity in earnings of subsidiaries  (382)    2,225  1,843
​ ​ ​ ​ ​ ​ ​ ​ 
Equity in earnings of subsidiaries    2,249          (2,249)  
Net income  1,867    2,225 (2,249) 1,843
​ ​ ​ ​ ​ ​ ​ ​ 
Less: Net (loss) attributable to noncontrolling interests            (24)    (24)
Shareholders' net income $ $1,867 $ $ $ $2,249 $(2,249) $1,867
​ ​ ​ ​ ​ ​ ​ ​ 
Other comprehensive (loss), net of tax    (132)        (154)  154  (132)
Shareholders' comprehensive income $ $1,735 $ $ $ $2,095 $(2,095) $1,735
120    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Balance Sheets

   As of December 31, 2018
(In millions)
 Cigna
 Old Cigna
 Express
Scripts
Holding
Company

 Express
Scripts, Inc.

 Medco Health
Solutions, Inc.

 Non-
Guarantors

 Eliminations and
Consolidation
Adjustments

 Consolidated
Assets                
Cash and cash equivalents $243 $ $633 $43 $ $2,936 $ $3,855
Investments      2,045  2,045
Accounts receivable, net        4,206  748  5,519    10,473
Inventories      2,821  2,821
Other current assets  14  59    310    1,063  (210)  1,236

Total current assets

 257 59 633 4,559 748 14,384 (210) 20,430
Long-term investments    10        26,919    26,929
Reinsurance recoverables      5,507  5,507
Deferred policy acquisition costs            2,821    2,821
Property and equipment    2,432  2,130  4,562
Investments in subsidiaries  68,969  27,544  52,035  17,115  8,117    (173,780)  
Intercompany receivables  4,505  7,425 2,335 24,882 (39,147) 
Goodwill      31,049      13,456    44,505
Other intangible assets   8,400 18,962 7,040 4,601  39,003
Other assets  48  198    68  74  1,488  (246)  1,630
Separate account assets      7,839  7,839
​ ​ ​ ​ ​ ​ ​ ​ 
TOTAL ASSETS $69,274 $32,316 $92,117 $50,561 $18,314 $104,027 $(213,383) $153,226
Liabilities                
Current insurance and contractholder liabilities $ $ $ $ $ $6,801 $ $6,801
Pharmacy and service costs payable    8,422 1,579 701  10,702
Accounts payable  22      834  4  3,506    4,366
Accrued expenses and other liabilities 396 182 129 1,387 189 4,998 (210) 7,071
Short-term debt    1,500  995  353    107    2,955
Total current liabilities 418 1,682 1,124 10,996 1,772 16,113 (210) 31,895
Non-current insurance and contractholder liabilities            19,974    19,974
Deferred tax liabilities, net   2,001 5,012 1,685 1,001 (246) 9,453
Other non-current liabilities    685    497  290  1,998    3,470
Intercompany payables 4,965 4,361 29,569   252 (39,147) 
Long-term debt  22,863  5,110  10,932  24  506  88    39,523
Separate account liabilities      7,839  7,839
​ ​ ​ ​ ​ ​ ​ ​ 
TOTAL LIABILITIES  28,246  11,838  43,626  16,529  4,253  47,265  (39,603)  112,154
Redeemable noncontrolling interests      37  37
TOTAL SHAREHOLDERS' EQUITY  41,028  20,478  48,491  34,032  14,061  56,718  (173,780)  41,028
Noncontrolling interests      7  7
​ ​ ​ ​ ​ ​ ​ ​ 
TOTAL EQUITY  41,028  20,478  48,491  34,032  14,061  56,725  (173,780)  41,035
TOTAL LIABILITIES AND EQUITY $69,274 $32,316 $92,117 $50,561 $18,314 $104,027 $(213,383) $153,226
CIGNA CORPORATION - 2018 Form10-K    121

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Balance Sheets

   As of December 31, 2017
(In millions)
 Cigna
 Old
Cigna

 Express
Scripts
Holding
Company

 Express
Scripts,
Inc.

 Medco
Health
Solutions,
Inc.

 Non-
Guarantors

 Eliminations
and
Consolidation
Adjustments

 Consolidated
Assets                
Cash and cash equivalents $ $9 $ $ $ $2,963 $ $2,972
Investments  63    2,073  2,136
Accounts receivable, net            3,155    3,155
Inventories      ��228  228
Other current assets    31        789    820

Total current assets

  103    9,208  9,311
Long-term investments            26,483    26,483
Reinsurance recoverables      5,763  5,763
Deferred policy acquisition costs            2,237    2,237
Property and equipment      1,563  1,563
Investments in subsidiaries    22,631          (22,631)  
Intercompany receivables  200    2,980 (3,180) 
Deferred tax assets, net    221        (182)    39
Goodwill      6,164  6,164
Other intangible assets            345    345
Other assets      1,431  1,431
Separate account assets            8,423    8,423
TOTAL ASSETS $ $23,155 $ $ $ $64,415 $(25,811) $61,759
Liabilities                        
Current insurance and contractholder liabilities      6,317  6,317
Pharmacy and service costs payable            305    305
Accounts payable, accrued expenses and other liabilities  270    3,877  4,147
Short-term debt    231        9    240
Total current liabilities  501    10,508  11,009
Non-current insurance and contractholder liabilities            20,530    20,530
Intercompany payables  2,980    200 (3,180) 
Other non-current liabilities    851        1,987    2,838
Long-term debt  5,112    87  5,199
Separate account liabilities            8,423    8,423
TOTAL LIABILITIES  9,444    41,735 (3,180) 47,999
Redeemable noncontrolling interests            49    49
SHAREHOLDERS' EQUITY  13,711    22,631 (22,631) 13,711
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ $23,155 $ $ $ $64,415 $(25,811) $61,759
122    CIGNA CORPORATION - 2018 Form10-K

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PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Cash Flow Statements

   For the year ended December 31, 2018
(In millions)
 Cigna
 Old
Cigna

 Express
Scripts
Holding
Company

 Express
Scripts,
Inc.

 Medco
Health
Solutions,
Inc.

 Non-
Guarantors

 Eliminations
and
Consolidation
Adjustments

 Consolidated
Net cash provided by (used in) operating activities $145 $2,416 $(36) $80 $(304) $3,987 $(2,518) $3,770
Cash Flows from Investing Activities                        
Net change in loans due (from) affiliates  (4,412) (200)   (1,121) 5,733 
Proceeds from investments sold:                        

Fixed maturities and equity securities

      2,655  2,655
Investment maturities and repayments:                        

Fixed maturities and equity securities

      2,151  2,151

Commercial mortgage loans

            215    215
Other sales, maturities and repayments (primarily short-term and other long-term investments)  63    671  734
Investments purchased or originated:                        

Fixed maturities and equity securities

  (10)    (5,627)  (5,637)

Commercial mortgage loans

            (312)    (312)

Other sales, maturities and repayments (primarily short-term and other long-term investments)

      (1,189)  (1,189)
Property and equipment purchases, net        (6)    (522)    (528)
Acquisitions, net of cash acquired (27,115)  1,676 23  961  (24,455)
Other, net            (12)    (12)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (27,115) (4,359) 1,476 17  (2,130) 5,733 (26,378)
Cash Flows from Financing Activities                        
Net change in amounts due to (from) affiliates 4,437 1,121 (807) (54) 304 732 (5,733) 
Intercompany dividends paid            (2,518)  2,518  
Deposits and interest credited to contractholder deposit funds      1,040  1,040
Withdrawals and benefit payments from contractholder deposit funds            (1,151)    (1,151)
Net change in short-term debt  1,400    87  1,487
Payments for debt extinguishment                
Repayment of long-term debt  (131)      (131)
Net proceeds on issuance of long-term debt  22,856              22,856
Repurchase of common stock (32) (310)      (342)
Issuance of common stock  1  67            68
Other, net (49) (213)    (50)  (312)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  27,213  1,934  (807)  (54)  304  (1,860)  (3,215)  23,515
Effect of foreign currency rate changes on cash and cash equivalents      (24)  (24)
Net increase (decrease) in cash and cash equivalents  243  (9)  633  43    (27)    883
Cash and cash equivalents, January 1,  9    2,963  2,972
​ ​ ​ ​ ​ ​ ​ ​ 
Cash and cash equivalents, December 31, $243 $ $633 $43 $ $2,936 $ $3,855
CIGNA CORPORATION - 2018 Form10-K    123

Back to Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Cash Flow Statements

   For the year ended December 31, 2017
(In millions)
 Cigna
 Old
Cigna

 Express
Scripts
Holding
Company

 Express
Scripts,
Inc.

 Medco
Health
Solutions,
Inc.

 Non-
Guarantors

 Eliminations
and
Consolidation
Adjustments

 Consolidated
Net cash provided by operating activities $ $602 $ $ $ $4,242 $(758) $4,086
Cash Flows from Investing Activities                        
Net change in loans due (from) affiliates      (1,955) 1,955 
Proceeds from investments sold:                        

Fixed maturities and equity securities

      2,012  2,012
Investment maturities and repayments:                        

Fixed maturities and equity securities

      2,051  2,051

Commercial mortgage loans

            335    335
Other sales, maturities and repayments (primarily short-term and other long-term investments)      1,702  1,702
Investments purchased or originated:                        

Fixed maturities and equity securities

      (5,628)  (5,628)

Commercial mortgage loans

            (430)    (430)

Other sales, maturities and repayments (primarily short-term and other long-term investments)

  (6)    (1,059)  (1,065)
Property and equipment purchases, net            (471)    (471)
Acquisitions, net of cash acquired      (209)  (209)
Other, net    (11)        11    
NET CASH (USED IN) INVESTING ACTIVITIES  (17)    (3,641) 1,955 (1,703)
Cash Flows from Financing Activities                        
Net change in amounts due to affiliates  1,955     (1,955) 
Intercompany dividends paid            (758)  758  
Deposits and interest credited to contractholder deposit funds      1,230  1,230
Withdrawals and benefit payments from contractholder deposit funds            (1,363)    (1,363)
Net change in short-term debt  100    (20)  80
Payments for debt extinguishment    (313)            (313)
Repayment of long-term debt  (1,250)      (1,250)
Net proceeds on issuance of long-term debt    1,581            1,581
Repurchase of common stock  (2,725)      (2,725)
Issuance of common stock    131            131
Other, net  (73)    51  (22)
NET CASH (USED IN) FINANCING ACTIVITIES    (594)        (860)  (1,197)  (2,651)
Effect of foreign currency rate changes on cash and cash equivalents      55  55
Net decrease in cash and cash equivalents    (9)        (204)    (213)
Cash and cash equivalents, January 1,  18    3,167  3,185
Cash and cash equivalents, December 31, $ $9 $ $ $ $2,963 $ $2,972
124    CIGNA CORPORATION - 2018 Form10-K

Back to Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Condensed Consolidating Cash Flow Statements

   For the year ended December 31, 2016
(In millions)
 Cigna
 Old
Cigna

 Express
Scripts
Holding
Company

 Express
Scripts,
Inc.

 Medco
Health
Solutions,
Inc.

 Non-
Guarantors

 Eliminations
and
Consolidation
Adjustments

 Consolidated
Net cash provided by operating activities $ $376 $ $ $ $4,230 $(580) $4,026
Cash Flows from Investing Activities                        
Net change in loans due to affiliates      78 (78) 
Proceeds from investments sold:                        

Fixed maturities and equity securities

      1,544  1,544
Investment maturities and repayments:                        

Fixed maturities and equity securities

      1,755  1,755

Commercial mortgage loans

            316    316
Other sales, maturities and repayments (primarily short-term and other long-term investments)      1,431  1,431
Investments purchased or originated:                        

Fixed maturities and equity securities

      (5,191)  (5,191)

Commercial mortgage loans

            (165)    (165)

Other sales, maturities and repayments (primarily short-term and other long-term investments)

  (3)    (1,695)  (1,698)
Property and equipment purchases, net            (461)    (461)
Acquisitions, net of cash acquired      (4)  (4)
Other, net    (8)        (93)    (101)
NET CASH (USED IN) INVESTING ACTIVITIES  (11)    (2,485) (78) (2,574)
Cash Flows from Financing Activities                        
Net change in amounts due (from) affiliates  (78)     78 
Intercompany dividends paid            (580)  580  
Deposits and interest credited to contractholder deposit funds      1,460  1,460
Withdrawals and benefit payments from contractholder deposit funds            (1,362)    (1,362)
Net change in short-term debt  (100)    (48)  (148)
Payments for debt extinguishment                
Repayment of long-term debt        
Net proceeds on issuance of long-term debt                
Repurchase of common stock  (139)      (139)
Issuance of common stock    36            36
Other, net  (82)    10  (72)
NET CASH (USED IN) FINANCING ACTIVITIES    (363)        (520)  658  (225)
Effect of foreign currency rate changes on cash and cash equivalents      (10)  (10)
Net increase in cash and cash equivalents    2        1,215    1,217
Cash and cash equivalents, January 1,  16    1,952  1,968
Cash and cash equivalents, December 31, $ $18 $ $ $ $3,167 $ $3,185
CIGNA CORPORATION - 2018 Form10-K    125

Table of Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Note 21    Segment Information

See Note 1 for a description of our segments. Effective with the fourth quarter of 2018, the Company uses adjusted income from operations on a before-tax basis as its principal financial measure of segment operating performance. Prior year segment information has been adjusted to reflect this change and a description of our basis for reporting segment operating results is outlined below. Intersegment transactions primarily reflect home delivery pharmacy sales to insured customers of the Integrated Medical segment. These transactions are eliminated in consolidation.

The Company uses "pre-tax adjusted income from operations" as its principal financial measure of segment operating performance because management believes it best reflects the underlying results of business operations and permits analysis of trends in underlying revenue, expenses and profitability. Pre-tax adjusted income from operations is defined as income before taxes excluding realized investment results, amortization of acquired intangible assets, results of transitioning clients and special items. Income or expense amounts that are excluded from adjusted income from operations because they are not indicative of underlying performance or the responsibility of operating segment management include:

Realized investment gains (losses), including changes in market values of certain financial instruments between balance sheet dates, as well as gains and losses associated with invested asset sales

Amortization of acquired intangible assets, because these relate to costs incurred for acquisitions

Results of transitioning clients, because those results are not indicative of ongoing results

Special items, if any, that management believes are not representative of the underlying results of operations due to the nature or size of these matters. Further context about these items is provided in the footnotes listed in the table below.

The following table presents the special items recorded by the Company for the years ended December 31, 2018, 2017 and 2016.

(In millions)      
Description of Special Item Charges (Benefits) and Financial Statement Line Item(s)  After-tax  Before-tax
Year ended December 31, 2018    

Transaction-related costs

      

– Selling, general and administrative expenses (see Note 3)

 $587 $748

– Interest expense and other (see Note 3)

  179  227

– Net investment income (see Note 3)

 (97) (123)

Total transaction-related costs

 $669 $852

Charges associated with litigation matters (Selling, general and adminstrative expenses, see Note 19D.)

 $19 $25

Charges associated with U.S. tax reform

      

– Selling, general and administrative expenses

 $1 $2

– Tax expense (see Note 18)

  (3)  

Total charges associated with U.S. tax reform

 $(2) $2
Year ended December 31, 2017      

Transaction-related costs (see Note 3)

 $33 $126

Charges associated with U.S. tax reform

      

– Selling, general and administrative expenses

 $(36) $(56)

– Tax expense (see Note 18)

  232  

Total charges associated with U.S. tax reform

 $196 $(56)

Debt extinguishment costs (see Note 5)

 $209 $321

Long-term care guaranty fund assessment (Selling, general and administrative expenses, see Note 19D. for details)

 $83 $129
Year ended December 31, 2016      

Transaction-related costs (see Note 3)

 $147 $166

Charges associated with litigation matters (Selling, general and administrative expenses, see Note 19D. for details)

 $25 $40

Risk corridor allowance (Selling, general and administrative expenses)

 $80 $124
126    CIGNA CORPORATION - 2018 Form10-K

Back to Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Summarized segment financial information for the years ended December 31, was as follows:

(In millions)
 Integrated
Medical

 Health
Services

 International
Markets

 Group
Disability
and Other

 Corporate
and
Eliminations

 Total

2018

            

Revenues from external customers (1)

 $31,759 $5,902 $5,174 $4,335 $ $47,170

Inter-segment revenues

 573 1,154  14 (1,741) 

Net investment income

  459  9  149  712  151  1,480

Total revenues

 32,791 7,065 5,323 5,061 (1,590) 48,650

Revenue contributions from transitioning clients

    (459)        (459)

Net realized investment results from equity method subsidiaries (2)

   43   43

Special items reported in transaction-related costs

          (123)  (123)

Adjusted revenues

 $32,791 $6,606 $5,366 $5,061 $(1,713) $48,111

Depreciation and amortization

 $466 $120 $55 $53 $1 $695

Income (loss) before taxes

 $3,342 $329 $670 $497 $(1,257) $3,581

Pre-tax adjustments to reconcile to adjusted income from operations

                  

Adjustment for transitioning clients

  (62)    (62)

(Income) loss attributable to noncontrolling interests

      (14)      (14)

Net realized investment (gains) losses

 36  61 25 2 124

Amortization of acquired intangible assets

  99  113  18  5    235

Special items

            

Transaction-related costs

          852  852

Charges associated with litigation matters

 25     25

U.S. tax reform

        2    2

Pre-tax adjusted income (loss) from operations

 $3,502 $380 $735 $529 $(403) $4,743


(In millions)
 Integrated
Medical

 Health
Services

 International
Markets

 Group
Disability
and Other

 Corporate
and
Eliminations

 Total

2017

            

Revenues from external customers (1)

 $28,193 $3,250 $4,774 $4,363 $ $40,580

Inter-segment revenues

 476 988  12 (1,476) 

Net investment income

  366  3  127  700  30  1,226

Total revenues

 $29,035 $4,241 $4,901 $5,075 $(1,446) $41,806

Adjusted revenues

 $29,035 $4,241 $4,901 $5,075 $(1,446) $41,806

Depreciation and amortization

 $470 $ $61 $31 $4 $566

Income (loss) before taxes

 $2,859 $288 $667 $614 $(822) $3,606

Pre-tax adjustments to reconcile to adjusted income from operations

            

(Income) loss attributable to noncontrolling interests

  1    1      2

Net realized investment (gains) losses

 (137)  (31) (69)  (237)

Amortization of acquired intangible assets

  93    17  5    115

Special items

            

Transaction-related costs

          126  126

U.S. tax reform

    (56)  (56)

Debt extinguishment costs

          321  321

Long-term care guaranty fund assessment

 106   23  129

Pre-tax adjusted income (loss) from operations

 $2,922 $288 $654 $517 $(375) $4,006
(1)
Includes the Company's share of the earnings of its joint ventures reported in the International Markets segment using the equity method of accounting.

(2)
Beginning in 2018, includes the Company's share of the realized investment gains (losses) of its joint ventures reported using the equity method of accounting.
CIGNA CORPORATION - 2018 Form10-K    127

Back to Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

(In millions)
 Integrated
Medical

 Health
Services

 International
Markets

 Group
Disability
and Other

 Corporate
and
Eliminations

 Total

2016

            

Revenues from external customers (1)

 $26,695 $3,169 $4,424 $4,403 $ $38,691

Inter-segment revenues

 395 894   (1,289) 

Net investment income

  305  3  113  705  21  1,147

Total revenues

 $27,395 $4,066 $4,537 $5,108 $(1,268) $39,838

Adjusted revenues

 $27,395 $4,066 $4,537 $5,108 $(1,268) $39,838

Depreciation and amortization

 $519 $ $61 $29 $1 $610

Income (loss) before taxes

 $2,417 $268 $497 $324 $(527) $2,979

Pre-tax adjustments to reconcile to adjusted income from operations

            

(Income) loss attributable to noncontrolling interests

  2    18      20

Net realized investment (gains) losses

 (116)  2 (54) (1) (169)

Amortization of acquired intangible assets

  125    21  5    151

Special items

            

Transaction-related costs

          166  166

Risk corridor allowance

 124     124

Charges associated with litigation matters

  40          40

Pre-tax adjusted income (loss) from operations

 $2,592 $268 $538 $275 $(362) $3,311
(1)
Includes the Company's share of the earnings of its joint ventures reported in the International Markets segment using the equity method of accounting.

Revenue from external customers includes premiums, pharmacy revenues, and fees and other revenues. The following table presents these revenues by premium, service and product type for the years ended December 31:

(In millions)
 2018
 2017
 2016

Insurance premiums

      

Integrated Medical premiums (ASC 944)

         

Commercial Premiums

      

Risk

 $10,710 $9,439 $7,911

Stop loss

 4,008 3,483 3,082

Other

  1,038  917  886

Government

      

Medicare Advantage

  5,832  5,534  6,621

Medicare Part D

 764 764 1,122

Other

  4,496  3,494  2,640

Total Integrated Medical premiums

 26,848 23,631 22,262

International Markets premiums

  5,043  4,619  4,273

Domestic disability, life and accident premiums

 4,000 3,973 4,002

Other premiums

  222  268  287

Total premiums

 36,113 32,491 30,824

Services (ASC 606)

         

Fees

 5,588 5,053 4,844

Other external revenues

  20  57  57

Total services

 5,578 5,110 4,901
​ ​ ​ 

Products (Pharmacy revenues) (ASC 606)

         

Home delivery and specialty revenues

 3,997 2,979 2,966

Network revenues

  1,415    

Other

 67  
​ ​ ​ 

Total pharmacy revenues

  5,479  2,979  2,966

Total revenues from external customers

 $47,170 $40,580 $38,691
​ ​ ​ 

Foreign and U.S. revenues from external customers for the three years ended December 31 are shown below. The Company's foreign revenues are generated by its foreign operating entities. In the periods shown, no foreign country contributed more than 5% of consolidated revenues from external customers.

(In millions)
 2018
 2017
 2016
 

United States

 $42,773 $36,555 $35,011 

South Korea

  2,093  1,892  1,666 

All other foreign countries

 2,304 2,133 2,014 

Total

 $47,170 $40,580 $38,691 

Revenues from CMS were 16% of consolidated revenues in 2018 and 2017, compared with 19% in 2016. These amounts were reported in the Integrated Medical segment.

128    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART II
ITEM 8. Financial Statements and Supplementary Data

Quarterly Financial Data(unaudited)

The following unaudited quarterly financial data is presented on a consolidated basis for each of the years ended December 31, 2018 and December 31, 2017. Quarterly financial results necessarily rely heavily on estimates. This and certain other factors, such as the seasonal nature of portions of the insurance business, suggest the need to exercise caution in drawing specific conclusions from quarterly consolidated results.

  Three Months Ended
 

(In millions, except per share amounts)

  March 31,  June 30,  September 30,  December 31, 

Consolidated Results

         

2018

             

Total revenues

 $11,413 $11,480 $11,457 $14,300 

Income before income taxes

  1,218  1,102  1,033  228 

Shareholders' net income

 915(1)806(1)772(1)144(1)

Shareholders' net income per share

             

Basic

 3.78 3.32 3.18 0.56 

Diluted

  3.72  3.29  3.14  0.55 

2017

         

Total revenues

 $10,428 $10,374 $10,372 $10,632 

Income before income taxes

 890 1,134 824 758 

Shareholders' net income

  598(1) 813(1) 560(1) 266(1)

Shareholders' net income per share

         

Basic

  2.34  3.20  2.25  1.09 

Diluted

 2.30 3.15 2.21 1.07 

Stock and dividend data

             

2018

         

Price range of common stock – high

 $227.13 $182.10 $208.73 $226.61 

                                   – low

 $163.02 $163.80 $166.88 $176.52 

Dividends declared per common share

 $0.04 $ $ $ 

2017

         

Price range of common stock – high

 $154.83 $173.21 $188.36 $212.46 

                                   – low

 $133.52 $146.70 $166.81 $183.08 

Dividends declared per common share

 $0.04 $ $ $ 
(1)
Shareholders' net income includes the following after-tax charges (benefits), described in Note 21 to the Consolidated Financial Statements:
 
 March 31,
 June 30,
 September 30,
 December 31,
 

2018 Transaction-related costs

 $50 $109 $108 $402 

2018 Charges associated with litigation matters

      35  (16) 

2018 U.S. tax reform

   (5) 3 

Total 2018 charges

 $50 $109 $138 $389 


 
 March 31,
 June 30,
 September 30,
 December 31,
 

2017 U.S. tax reform

 $ $ $ $196 

2017 Debt extinguishment costs

      209   

2017 Long-term care guaranty fund assessment

 83    

2017 Transaction-related costs

  49  (47)  6  25 

Total 2017 charges (benefits)

 $132 $(47) $215 $221 
CIGNA CORPORATION - 2018 Form10-K    129

Table of Contents

PART II
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. Controls and Procedures

Item 9A. CONTROLS AND PROCEDURES

A.Disclosure Controls and Procedures

A.       Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of Cigna's disclosure controls and procedures conducted under the supervision and with the participation of Cigna's management (including Cigna's Chief Executive Officer and Chief Financial Officer), Cigna's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, Cigna's disclosure controls and procedures are effective to ensure that information required to be disclosed by Cigna in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC'sSecurities and Exchange Commission's rules and forms.

forms and is accumulated and communicated to Cigna's management, including Cigna's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
B.Internal Control Over Financial Reporting

B.       Internal Control OverManagement's Annual Report on Internal Control over Financial Reporting

Management's Annual Report on Internal Control over Financial Reporting

Management of Cigna Corporation is responsible for establishing and maintaining adequate internal controlscontrol over financial reporting. The Company's internal controls were designed to provide reasonable assurance to the Company's management and Board of Directors that the Company's consolidated published financial statements for external purposes were prepared in accordance with accounting principles generally accepted in the United States. The Company's internal control over financial reporting includes those policies and procedures that:

(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets and liabilities of the Company;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of the Company's internal controlscontrol over financial reporting as of December 31, 2018.2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") inInternal Control-Integrated Framework (2013). Based on management's assessment and the criteria set forth by COSO, it was determined that the Company's internal controlscontrol over financial reporting areis effective as of December 31, 2018.

Management's assessment of the effectiveness of internal controls over financial reporting excludes Express Scripts, which was acquired on December 20, 2018 (See Note 3 in the accompanying consolidated financial statements for additional information).

Express Scripts' total assets (excluding goodwill and intangible assets recorded in connection with the acquisition) and total revenues excluded from our assessment of internal control over financial reporting represent approximately 10% and 5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

2021.

The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company's internal control over financial reporting, as stated in their report located on page 65 in Item 8 of this Form 10-K.

Change in Internal Control over Financial Reporting

Change in Internal Control over Financial Reporting

As of December 31, 2018, management is in the process of evaluating and integrating the internal controls of the acquired Express Scripts business into the Company's existing operations. Other than the controls enhanced or implemented to integrate the Express Scripts business, there hasThere have been no changechanges in Cigna'sour internal controlscontrol over financial reporting during the yearquarter ended December 31, 20182021 that hashave materially affected, or isare reasonably likely to materially affect, Cigna's internal controlscontrol over financial reporting.

ITEM 9B. Other Information

Item 9B.OTHER INFORMATION

None.

130    CIGNA CORPORATION - 2018 Form10-K

Table

Effective as of Contents

February 22, 2022, the Board of Directors of the Company adopted restated by-laws (the “By-Laws”) in order to make certain clarifications and ministerial changes relating to the responsibilities of the Chair of the Board.

The foregoing summary does not purport to be a complete description of the By-Laws and is qualified in its entirety by reference to the complete text of the By-Laws, a copy of which is filed herewith as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference in this Item 9B.
143


Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.
144


PART III
ITEM 10. Directors, Executive Officers and Corporate Governance

PART III

ITEM 10.   Directors, Executive Officers and Corporate Governance

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

A.   Directors of the Registrant

A.Directors of the Registrant

The information under the captions "Corporate Governance Matters – Process for Director Elections," " – Board of Directors' Nominees" and " –"– Board Meetings and Committees" (as it relates to Audit Committee disclosure) in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

B.B.Executive Officers of the Registrant

See PART I – "Executive Officers of the Registrant" on page 38Registrant

See Part I – "Information about our Executive Officers" in this Form 10-K.

C.   Code of Ethics and Other Corporate Governance Disclosures

C.Code of Ethics and Other Corporate Governance Disclosures

The information under the caption "Corporate Governance Matters – Codes of Ethics" in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

We intend to promptly disclose on our website, in accordance with applicable rules, any required disclosure of changes to or waivers, if any, of our Code of Ethics or our Director Code of Business Conduct and Ethics.

D.   Section 16(a) Beneficial Ownership Reporting Compliance

D.Delinquent Section 16(a) Reports

The information under the caption "Ownership of Cigna Common Stock – Delinquent Section 16(a) Beneficial Ownership Reporting Compliance"Reports", if included in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders, is incorporated herein by reference.

ITEM 11.    Executive Compensation

Item 11.EXECUTIVE COMPENSATION

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Inside Participation," "Compensation Matters – Compensation Discussion and Analysis," " –"– Report of the People Resources Committee" and " –"– Executive Compensation Tables" in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

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PART III
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

145


ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding Cigna's equity compensation plans as of December 31, 2018:

2021:
 
(a) (1)
(b) (2)
(c) (3)
Plan CategorySecurities To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights
Securities Remaining
Available For Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
Equity Compensation Plans Approved by Security Holders10,348,718 $169.47 19,105,282 
Equity Compensation Plans Not Approved by Security Holders   
Total10,348,718 $169.47 19,105,282 
Plan Category
 (a) (1)
Securities To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights

 (b) (2)
Weighted Average
Exercise Price Per
Share Of
Outstanding Options,
Warrants And Rights

 (c) (3)
Securities Remaining
Available For Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))

 

Equity Compensation Plans Approved by Security Holders

 15,099,184 $125.46 28,891,766 

Equity Compensation Plans Not Approved by Security Holders

       

Total

 15,099,184 $125.46 28,891,766 
(1)
Includes, in addition to outstanding stock options:

(i) 103,32278,070 restricted stock units, 111,31561,201 deferred shares and 1,401,0711,719,282 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan, the Cigna Corporation Stock Plan and the Cigna Corporation Director Equity Plan;

and
(ii) 140,744545,035 shares of common stock underlying stock option awards granted under the HealthSpring, Inc. Amended and Restated 2006 EquityExpress Scripts Holding Company 2016 Long-Term Incentive Plan, which was approved by HealthSpring, Inc.'s shareholders before Cigna's acquisition of HealthSpring, Inc. in January 2012; and

(iii) 897,338892,421 shares of common stock underlying stock option awards and 1,013,890 restricted stock units granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 8,758 deferred shares granted under the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005, 2,877,922 shares of common stock underlying stock option awards and 63,904 restricted stock units granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, 2,249,731530,092 shares of common stock underlying stock option awards and 26,238 restricted stock units granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan and 119,94813,798 shares of common stock underlying stock option awards granted under the Accredo Health, Incorporated 2002 Long-Term Incentive Plan whichthat were all approved by the applicable company's shareholders before Cigna's acquisition of Express Scripts in December 2018.


(2)
The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to Cigna's acquisition of HealthSpring, Inc. have a weighted-average exercise price of $22.45. The outstanding stock options assumed due to Cigna's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of $135.57.$148.00. Excluding the assumed options from these acquisitionsthis acquisition results in a weighted-average exercise price of $117.64.

$176.00.
(3)
Includes 239,222Represents 19,105,282 shares of common stock available as of the close of business December 31, 2018 for future issuance under the Cigna Corporation Director Equity Plan, 25,838,360 shares of common stock available as of the close of business on December 31, 20182021 for future issuance under the Cigna Long-Term Incentive Plan, which includes 13,120,666 shares of common stock available assumed from the Express Scripts, Inc. 2016 Long-Term Incentive Plan, and 2,814,184 shares of common stock available as of the close of business December 31, 2018 for future issuance under the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005. Because noPlan. No further grants may be made and no shares remain available for future issuance under any plan other than the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan, the Express Scripts, Inc. 2016Cigna Long-Term Incentive Plan, the Express Scripts, Inc. 2011 Long-Term Incentive Plan, the Medco Health Solutions, Inc. 2002 Stock Incentive Plan, and the Accredo Health, Incorporated 2002 Long-Term Incentive Plan, shares available for issuance under these plans are not included.
Plan.

The information under the captions "Ownership of Cigna Common Stock – Stock Held by Directors, Nominees and Executive Officers" and "Ownership of Cigna Common Stock – Stock Held by Certain Beneficial Owners" in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the captions "Corporate Governance Matters Director Independence" and " Certain Transactions" in Cigna's definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

ITEM 14.   Principal Accountant Fees and Services

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the captions "Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services" and " –"– Fees to Independent Registered Public Accounting Firm" in Cigna'sCigna’s definitive proxy statement related to the 20192022 annual meeting of shareholders is incorporated herein by reference.

132    CIGNA CORPORATION - 2018 Form10-K

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PART IV
ITEM 15. Exhibits and Financial Statement Schedules

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
(1) The following Financial Statements appear on pages 65 through 129:

      can be found under Part II Item 8 of this Form 10-K:

Report of Independent Registered Public Accounting Firm.

(Public Company Accounting Oversight Board ID: 238)

Consolidated Statements of Income for the years ended December 31, 2018, 20172021, 2020 and 2016.

2019.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 20172021, 2020 and 2016.

2019.

Consolidated Balance Sheets as of December 31, 20182021 and 2017.

2020.

Consolidated Statements of Changes in Total Equity for the years ended December 31, 2018, 20172021, 2020 and 2016.

2019.

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 20172021, 2020 and 2016.

2019.

Notes to the Consolidated Financial Statements.

(2)The financial statement schedules are listed in the Index to Financial Statement Schedules on page FS-1.

FS-1 which list is incorporated herein.
(3)Set forth in this Item 15 is a list of exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K.
(b)
The exhibits listed in the accompanying "Index to Exhibits" in this Item 15 are filed or incorporated by reference as part of this Annual Report on Form 10-K.
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PART IV
ITEM 15. Exhibits and

(c)The financial statement schedules listed in the Index to Financial Statement Schedules

on page FS-1 are filed as part of this Annual Report on Form 10-K.

147

Index to Exhibits



INDEX TO EXHIBITS
Number
Description
Method of Filing
2.1(a)Filed by Cigna Holding Company ("CHC") as Exhibit 2.1 to the Current Report on Form 8-K on March 13, 2018 and incorporated herein by reference.
2.1(b)Filed by CHC as Exhibit 2.1 to the Current Report on Form 8-K on July 2, 2018 and incorporated herein by reference.
3.1Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
3.2Filed by the registrant as Exhibit 3.2 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.herewith.
4.1(a)Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference.
4.1(b)Filed by CHC as Exhibit 4.2 to the Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference.
4.1(c)Filed by the registrant as Exhibit 4.7 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.24.1(d)Filed by CHCthe registrant as Exhibit 4.34.1 to the Current Report on Form 8-K on September 21, 2018October 11, 2019 and incorporated herein by reference.
4.1(e)Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 16, 2020 and incorporated herein by reference.
4.3(a)4.1(f)Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 3, 2021 and incorporated herein by reference.
4.2Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
4.3(a)Filed by CHC as Exhibit 4.1(a) to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
4.3(b)Filed by CHC as Exhibit 4.1(b) to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
4.3(c)
Filed by CHC as Exhibit 4.1(c) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and incorporated herein by reference.
4.3(d)Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on March 10, 2008 and incorporated herein by reference.
4.3(e)Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on May 28, 2010 and incorporated herein by reference.
148


4.3(f)Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on December 9, 2010 and incorporated herein by reference.
4.3(g)Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on March 8, 2011 and incorporated herein by reference.
4.3(h)Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on November 14, 2011 and incorporated herein by reference.
4.3(i)Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on March 26, 2015 and incorporated herein by reference.
4.3(j)Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K filed September 14, 2017 and incorporated herein by reference.
4.3(k)Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.4(a)4.3(l)Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
4.4(a)Filed by CHC as Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
4.4(b)Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.5(a)4.4(c)Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
4.5(a)Filed by CHC as Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
4.5(b)Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.6(a)Filed by Express Scripts, Inc. ("ESI") as Exhibit 4.1 to the Current Report on Form 8-K filed November 25, 2011 and incorporated herein by reference.
4.6(b)
134    CIGNA CORPORATION - 2018 Form10-K

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PART IV
ITEM 15. Exhibits and Financial Statement Schedules

Number
Description
Method of Filing
4.6(b)Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as TrusteetrusteeFiled by ESI as Exhibit 4.4 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference.
4.6(c)Filed by ESI as Exhibit 4.5 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference.
4.6(d)Filed by ESI as Exhibit 4.3 to the Current Report on Form 8-K filed February 10, 2012 and incorporated herein by reference.
149


4.6(e)Filed by Express Scripts Holding Company ("ESRX") as Exhibit 4.1 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference.
4.6(f)Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.
4.6(g)Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.
4.6(h)Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference.
4.6(i)Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference.
4.6(j)Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference.
4.6(k)Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.
4.6(l)Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.
4.6(m)Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference.
4.6(n)Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.
4.6(o)Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.
4.6(p)Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference.
4.6(q)Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.7(a)4.6(r)Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference.
4.7(a)Filed by ESI as Exhibit 4.1 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference.
4.7(b)Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference.
150


CIGNA CORPORATION - 2018 Form10-K    135

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PART IV
ITEM 15. Exhibits and Financial Statement Schedules

Number
Description
Method of Filing
4.7(e)Ninth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as TrusteetrusteeFiled by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference.
4.8(a)4.8Filed by Medco Health Solutions, Inc. ("Medco") as Exhibit 4.1 to the Current Report on Form 8-K on March 18, 2008 and incorporated herein by reference.
4.8(b)Form of Medco Solutions, Inc. 4.125% Notes due 2020Filed by Medco as Exhibit 4.2 to the Current Report on Form 8-K on September 10, 2010 and incorporated herein by reference.
4.8(c)First Supplemental Indenture, dated as of April 2, 2012, among Medco Health Solutions, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and U.S. Bank Trust National Association, as TrusteeFiled by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference.
4.8(d)Second Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation, Medco Health Solutions, Inc. and U.S. Bank Trust National Association, as TrusteeFiled by the registrant as Exhibit 4.64.8 to the CurrentAnnual Report on Form 8-K on10-K for the year ended December 20, 201831, 2020 and incorporated herein by reference.
Exhibits 10.1 through 10.40
Exhibits 10.1 through 10.37 are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.
10.1(a)Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on May 1, 20173, 2021 and incorporated herein by reference.
10.1(b)Amendment No. 1, effective January 25, 2018, to the Cigna LTIPFiled by CHC as Exhibit 10.310.21 to the Quarterly Report on Form 10-Q10-K for the quarterly periodyear ended MarchDecember 31, 20182011 and incorporated herein by reference.
10.1(c)Form of Cigna LTIP: Strategic Performance Share Grant AgreementFiled by CHC as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference.
10.1(d)Filed by CHC as Exhibit 10.2 to Form 10-Q for the period ended March 31, 2014 and incorporated herein by reference.
10.1(d)Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference.
10.1(e)Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference.
10.1(f)Filed by CHC as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference.
10.1(e)10.1(g)Filed by CHCthe registrant as Exhibit 10.610.1 to Quarterly Report on Form 10-Q for the period ended March 31, 20182019 and incorporated herein by reference.
10.1(f)10.1(h)
Filed by CHCthe registrant as Exhibit 10.710.2 to Quarterly Report on Form 10-Q for the period ended March 31, 20182019 and incorporated herein by reference.
10.2(a)10.1(i)HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the "HealthSpring Equity Incentive Plan")Filed by the registrant as Exhibit 4.410.3 to the Registration Statement on Form S-8 (No. 333-228930) filed December 20, 2018 and incorporated herein by reference.
10.2(b)HealthSpring Equity Incentive Plan: Form of Restricted Share AwardFiled by CHC as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the period ended March 31, 20132019 and incorporated herein by reference.
10.2(c)10.1(j)nt


Filed by CHCthe registrant as Exhibit 10.510.4 to the Quarterly Report on Form 10-Q for the period ended March 31, 20132019 and incorporated herein by reference.
10.310.1(k)Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.
151


10.1(l)Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.
10.1(m)Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.
10.1(n)Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.
10.1(o)Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.
10.1(p)Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.
10.1(q)Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.
10.1(r)Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference.
10.1(s)Filed by the registrant as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference.
10.2Filed by CHC as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
10.410.3Filed by CHC as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and incorporated herein by reference.
10.5(a)10.4(a)
Filed by ESRX as Appendix A to ESRX's Definitive Proxy Statement on Schedule 14A for its 2016 Annual Meeting of Stockholders, filed March 21, 2016 and incorporated herein by reference.
10.5(b)10.4(b)Filed by ESRX as Exhibit 10.4 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.
10.5(c)10.4(c)Form of Restricted Stock Unit Grant Notice used with respect to grants of restricted stock units by Express Scripts Holding Company under the ESRX LTIPFiled by ESRX as Exhibit 10.5 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.
10.5(d)Filed by ESRX as Exhibit 10.7 to Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.
10.6(a)10.5(a)Filed by the registrant as Exhibit 4.10 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
152


10.6(b)10.5(b)Filed by ESRX as Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference.
10.6(c)10.5(c)Filed by ESRX as Exhibit 10.14 to the Current Report on Form 8-K on April 2, 2012 and incorporated herein by reference.
10.6(d)10.5(d)Form of Restricted Stock Unit Grant Notice used with respect to grants of restricted stock units by Express Scripts Holding Company under the ESI LTIPFiled by ESRX as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
10.6(e)Filed by ESRX as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference.
10.7(a)10.6(a)Filed by the registrant as Exhibit 4.11 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.7(b)10.6(b)Filed by Medco Health Solutions, Inc. as Exhibit 10.2 to the Current Report on Form 8-K on February 8, 2005 and incorporated herein by reference.
10.7
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PART IV
ITEM 15. Exhibits and Financial Statement Schedules

Number
Description
Method of Filing
10.8Accredo Health, Incorporated 2002 Long-Term Incentive PlanFiled by the registrant as Exhibit 4.12 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.910.8
Filed by CHC as Exhibit 10.1 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
10.1010.9
Filed by CHC as Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
10.1110.10Filed by the registrant as Exhibit 4.6 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.1210.11Filed by ESI as Exhibit No. 10.1 to the Current Report on Form 8-K on May 25, 2007 and incorporated herein by reference.
10.1310.12(a)Filed by the registrant as Exhibit 4.13 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.14(a)10.12(b)Filed by the registrant as Exhibit 10.12(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.
10.12(c)Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference.
10.13(a)Filed by CHC as Exhibit 10.15(a) to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
10.14(b)10.13(b)Filed by CHC as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
153


10.14(c)10.13(c)Filed by CHC as Exhibit 10.16(c) to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.
10.15(a)10.14(a)Filed by CHC as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated herein by reference.
10.15(b)10.14(b)Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 and incorporated herein by reference.
10.1610.15(a)Filed by the registrant as Exhibit 4.7 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.1710.15(b)Filed by the registrant as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.
10.15(c)Filed by the registrant as Exhibit 10.15(c) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.
10.15(d)Filed by the registrant as Exhibit 10.15(d) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference.
10.16
Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and incorporated herein by reference.
10.1810.17(a)Filed herewith.
10.1910.17(b)Filed herewith.
10.18Filed by the registrant as Exhibit 4.510.18 to the Registration StatementAnnual Report on Form S-8 (No. 333-228930) on10-K for the year ended December 20, 201831, 2020 and incorporated herein by reference.
10.2010.19Filed by CHC as Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
10.2110.20Filed by the registrant as Exhibit 4.8 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference.
10.2210.21Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on March 5, 2014 and incorporated herein by reference.
10.2310.22Filed herewith.by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on October 30, 2020 and incorporated herein by reference.
10.2410.23
Filed by CHC as Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
154


10.2510.24Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 and incorporated herein by reference.
10.2610.25Filed by CHC as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.
10.2710.26Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on June 19, 2017 and incorporated herein by reference.
10.2810.27Filed by CHC as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended March 31, 2012 and incorporated herein by reference.
10.2910.28Filed by CHC as Exhibit 10.1(a) to the Quarterly Report on Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference.
10.3010.29Filed by CHC as Exhibit 10.1(b) to the Quarterly Report on Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference.
10.30(a)
CIGNA CORPORATION - 2018 Form10-K    137

Back to Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules

Number
Description
Method of Filing
10.31Retention Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of May 12, 2018.2018
Filed by the registrant as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-224960) on June 20, 2018 and incorporated herein by reference.
10.3210.30(b)Filed herewith.
10.30(c)Filed herewith.
10.31Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference.
10.3310.32Filed by CHC as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference.
10.3410.33Filed herewith.by the registrant as Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference.
10.3510.34Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on October 18, 2017 and incorporated herein by reference.
10.3610.35Filed by CHCthe registrant as Exhibit 10.210.35 to the CurrentAnnual Report on Form 8-K on June 19, 201710-K for the year ended December 31, 2020 and incorporated herein by reference.
10.3710.36(a)Filed by CHCthe registrant as Exhibit 10.310.36 to the CurrentAnnual Report on Form 8-K on June 19, 201710-K for the year ended December 31, 2020 and incorporated herein by reference.
10.3810.36(b)Filed herewith.
10.36(c)Filed herewith.
155


10.37Filed by CHCthe registrant as Exhibit 10.810.37 to the QuarterlyAnnual Report on Form 10-Q10-K for the periodyear ended MarchDecember 31, 20182020 and incorporated herein by reference.
10.3910.38Agreement and Release between the Company and Christopher J. Hocevar dated September 26, 2018Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2018 and incorporated herein by reference.
10.40Agreement and Release between the Company and Alan Muney, M.D. effective December 21, 2018Filed herewith.
10.41(a)Filed by CHCthe registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 12, 201830, 2021 and incorporated herein by reference.
10.41(b)10.39
 
Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company to that certain Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna Holding Company, Cigna Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto.Filed by the registrant as Exhibit 4.8 to the Current Report on Form 8-K filed December 20, 2018 and incorporated herein by reference.
10.42(a)Term Loan Credit Agreement, dated as of April 6, 2018Filed by CHC as Exhibit 10.2 to Current Report on Form 8-K on April 12, 2018 and incorporated herein by reference.
10.42(b)Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company to that certain Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna Holding Company, Cigna Corporation, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto.Filed by the registrant as Exhibit 4.9 to the Current Report on Form 8-K filed December 20, 2018 and incorporated herein by reference.
10.43Filed by CHC as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.
21Filed herewith.
23Filed herewith.
31.1Filed herewith.
31.2Filed herewith.
32.1Furnished herewith.
32.2Furnished herewith.
101The following materials from Cigna Corporation's Annual Report on Form 10-K for the year ended December 31, 2018,2021, formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Total Equity; (vi) the Notes to Consolidated Financial Statements; and (vii) Financial Statement Schedules I II, III, IV and V.II.Filed herewith.
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)Filed herewith.


The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
Item 16.FORM10-K SUMMARY
None.
156

Item 16. 10-K SUMMARY

None.

138    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART IV
ITEM 15. Signatures


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 24, 2022

CIGNA CORPORATION
Date:February 28, 2019CIGNA CORPORATION
By:/s/ ERIC P. PALMER   
 
​ By:/s/ Brian C. Evanko ​ 
Eric P. PalmerBrian C. Evanko
Executive Vice President and
Chief Financial Officer (Principal
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 28, 2019.

24, 2022.
Signature
Title
SignatureTitle
/s/ DAVIDDavid M. CORDANI  Cordani 
David M. CordaniChief Executive Officer and Director (PrincipalChairman of the Board
(Principal Executive Officer)
/s/ Brian C. Evanko 
David M. CordaniBrian C. Evanko
/s/ ERIC P. PALMER  Executive Vice President and Chief Financial Officer (Principal
(Principal Financial Officer)
/s/ Mary T. Agoglia Hoeltzel 
Eric P. PalmerMary T. Agoglia Hoeltzel
/s/ MARY T. AGOGLIA HOELTZEL  Senior Vice President, Tax and Chief Accounting Officer (Principal
(Principal Accounting Officer)
Mary T. Agoglia Hoeltzel
/s/ WILLIAM J. DELANEY  Director
William J. DeLaney
/s/ ERICWilliam J. FOSS  DeLaneyDirector
/s/ Eric J. Foss
/s/ ELDER GRANGER, M.D.  Eric J. FossDirector
/s/ Elder Granger, M.D.
/s/ ISAIAH HARRIS, JR.  Elder Granger, M.D.Chairman of the BoardDirector
Isaiah Harris, Jr./s/ Neesha Hathi
/s/ MARK MCCLELLAN, M.D.  Neesha HathiDirector
Mark McClellan, M.D.
/s/ ROMAN MARTINEZ IV  Director
Roman Martinez IV
/s/ KATHLEEN M. MAZZARELLA  Director
Kathleen M. Mazzarella
/s/ JOHN M. PARTRIDGE  Director
John M. Partridge
/s/ WILLIAM L. ROPER, M.D.  Director
William L. Roper, M.D.
/s/ ERIC C. WISEMAN  Director
Eric C. Wiseman
/s/ DONNA F. ZARCONE  Director
Donna F. Zarcone
/s/ WILLIAM D. ZOLLARS  Director
William D. Zollars
CIGNA CORPORATION - 2018 Form10-K    139

Table of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules

157

Cigna Corporation and Subsidiaries


INDEX TO FINANCIAL STATEMENT
SCHEDULES



PAGE

/s/ George Kurian

George KurianDirector
/s/ Kathleen M. Mazzarella
Kathleen M. MazzarellaDirector
/s/ Mark McClellan, M.D.
Mark McClellan, M.D.Director
/s/ John M. Partridge
John M. PartridgeDirector
/s/ Kimberly A. Ross 
Kimberly A. RossDirector
/s/ Eric C. Wiseman 
Eric C. WisemanLead Independent Director
/s/ Donna F. Zarcone 
Donna F. Zarcone
 
Director

158


CIGNA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
PAGE
Report of Independent Registered Public Accounting Firm on Financial Statement Schedules

FS-2

Schedules


Schedules

ICondensed Financial Information of Cigna Corporation (Registrant)


FS-3

Statements of Income for the Years Ended December 31, 2018, 20172021, 2020 and 2016

2019
FS-3

Balance Sheets as of December 31, 20182021 and 2017

2020
FS-4

Statements of Cash Flows for the Years Ended December 31, 2018, 20172021, 2020 and 2016

2019
FS-5

Notes to Condensed Financial Statements

FS-6

IIValuation and Qualifying Accounts.

Accounts for the Years Ended December 31, 2021, 2020 and 2019
FS-7FS-8

Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

CIGNA CORPORATION - 2018 Form10-K    FS-1

FS-1

Table of Contents

PART IV
ITEM 15.


Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules

Report of Independent Registered Public Accounting Firm on Financial Statement Schedules

To the Board of Directors and Shareholders of Cigna Corporation


Our audits of the consolidated financial statements referred to in our report dated February 28, 201924, 2022 appearing in the 2021 Annual Report to Shareholders of Cigna Corporation (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.






/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
February 28, 2019

FS-2    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules

24, 2022
FS-2

Cigna Corporation and Subsidiaries
Schedule I – Condensed Financial Information of Cigna Corporation (Registrant)



Statements of Income

CIGNA CORPORATION AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION

  For the years ended December 31,

  Cigna*  Old Cigna*  Old Cigna*

(in millions)

  2018  2017  2016

Revenues

      

Net investment income

 $123 $ $
​ ​ ​ 

Total revenues

 123  

Operating expenses

         

Selling, general and administrative expenses

 200 195 281

Total operating expenses

  200  195  281

Income (loss) from operations

 (77) (195) (281)

Interest and other (expense)

  (244)  (246)  (244)

Intercompany interest (expense)

 (5) (18) (3)

Debt extinguishment costs

    (321)  

Realized investment (loss)

 (1)  

Loss before taxes

  (327)  (780)  (528)

Income tax (benefit)

 (74) (194) (146)

Loss of Parent Company

  (253)  (586)  (382)

Equity in income of subsidiaries

 2,890 2,823 2,249

Shareholders' net income

  2,637  2,237  1,867

Shareholders' other comprehensive income (loss)

      

Net unrealized (depreciation) on securities and derivatives

  (365)  (37)  (60)

Net translation gains (losses) of foreign currencies

 (152) 304 (95)

Postretirement benefits liability adjustment

  127  33  23

Shareholders' other comprehensive income (loss):

 (390) 300 (132)

Shareholders' comprehensive income

 $2,247 $2,537 $1,735
(REGISTRANT)
*
As described in Note 3, on December 20, 2018, through the "Merger," Old Cigna merged into a wholly-owned subsidiary of Cigna, and Cigna became the Registrant. ReferSTATEMENTS OF INCOME
 For the years ended
 December 31,
(In millions)202120202019
Revenues
Net investment income$ $$— 
Intercompany interest income471 475 
Total revenues471 476 
Operating expenses
Selling, general and administrative expenses8 (85)
Total operating expenses8 (85)
Income from operations463 472 91 
Interest and other (expense)(1,197)(1,324)(1,032)
Intercompany interest (expense)(13)(48)(127)
Debt extinguishment costs(131)(171)— 
Loss before income taxes(878)(1,071)(1,068)
Income tax (benefit)(180)(234)(251)
Loss of Parent Company(698)(837)(817)
Equity in income of subsidiaries6,063 9,295 5,921 
Shareholders' net income5,365 8,458 5,104 
Shareholders' other comprehensive income (loss), net of tax
Net unrealized appreciation (depreciation) on securities and derivatives(215)(75)957 
Net translation (losses) gains of foreign currencies(218)260 (54)
Postretirement benefits liability adjustment410 (105)(133)
Shareholders' other comprehensive income (loss), net of tax(23)80 770 
Shareholders' comprehensive income$5,342 $8,538 $5,874 
 See Notes to Note 20 for Condensed Consolidated Financial Statements of Cigna and Old Cigna.on the following pages.
CIGNA CORPORATION - 2018 Form10-K    FS-3

Table of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules









FS-3


Cigna Corporation and Subsidiaries
Schedule I – Condensed Financial Information of Cigna Corporation (Registrant)

CIGNA CORPORATION AND SUBSIDIARIES

Balance Sheets

SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)

  As of December 31,

  Cigna*  Old Cigna*

(in millions)

  2018  2017

Assets

    

Cash and cash equivalents

 $243 $9

Short-term investments

  63

Other current assets

  14  31

Total current assets

 257 103
​ ​ 

Intercompany receivable

    200

Investments in subsidiaries

 68,969 22,631

Other noncurrent assets

  48  221

TOTAL ASSETS

 $69,274 $23,155
​ ​ 

Liabilities

      

Short-term debt

 $ $231

Other current liabilities

  418  270

Total current liabilities

 418 501
​ ​ 

Intercompany payable

  4,965  2,980

Long-term debt

 22,863 5,112

Other noncurrent liabilities

    851

TOTAL LIABILITIES

 28,246 9,444

Shareholders' Equity

      

Common stock (shares issued, 381 and 296; authorized, 600)

 4 74

Additional paid-in capital

  27,751  2,940

Accumulated other comprehensive loss

 (1,711) (1,082)

Retained earnings

  15,088  15,800

Less treasury stock, at cost

 (104) (4,021)

TOTAL SHAREHOLDERS' EQUITY

  41,028  13,711

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $69,274 $23,155
BALANCE SHEETS
 As of December 31,
(In millions)20212020
Assets  
Cash and cash equivalents$33 $4,157 
Short-term investments99 49 
Other current assets9 
Total current assets141 4,210 
Intercompany receivable8,962 1,666 
Investments in subsidiaries70,896 76,040 
Other noncurrent assets17 22 
TOTAL ASSETS$80,016 $81,938 
Liabilities
Short-term debt$2,453 $3,278 
Other current liabilities775 616 
Total current liabilities3,228 3,894 
Intercompany payable5 
Long-term debt29,671 27,718 
TOTAL LIABILITIES32,904 31,617 
Shareholders' Equity
Common stock (shares issued, 394 and 390; authorized, 600)4 
Additional paid-in capital29,574 28,975 
Accumulated other comprehensive loss(884)(861)
Retained earnings32,593 28,575 
Less treasury stock, at cost(14,175)(6,372)
TOTAL SHAREHOLDERS' EQUITY47,112 50,321 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$80,016 $81,938 
*
As described in Note 3, on December 20, 2018, through the "Merger," Old Cigna merged into a wholly-owned subsidiary of Cigna, and Cigna became the Registrant. ReferSee Notes to Note 20 for Condensed Consolidated Financial Statements of Cigna and Old Cigna.
on the following pages.
FS-4    CIGNA CORPORATION - 2018 Form10-K

Table of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules









FS-4


Cigna Corporation and Subsidiaries
Schedule I – Condensed Financial Information of Cigna Corporation (Registrant)

CIGNA CORPORATION AND SUBSIDIARIES

Statements of Cash Flows

SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)
   For the years ended December 31,
 
 Cigna*
 Old Cigna*
 Old Cigna*
(in millions)
 2018
 2017
 2016
Cash Flows from Operating Activities      
Shareholders' net income $2,637 $2,237 $1,867
Adjustments to reconcile shareholders' net income to net cash provided by operating activities      

Equity in income of subsidiaries

  (2,890)  (2,823)  (2,249)

Dividends received from subsidiaries

  758 580

Other liabilities

  412  (224)  (9)

Debt extinguishment costs

  321 

Other, net

  (14)  333  187
NET CASH PROVIDED BY OPERATING ACTIVITIES 145 602 376
Cash Flows from Investing Activities         
Short-term investment purchased, net  (6) (3)
Other, net  (27,115)  (11)  (8)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (27,115) (17) (11)
Cash Flows from Financing Activities         
Net change in amounts due to (from) affiliates 4,437 1,955 (78)
Net change in short-term debt    100  (100)
Payments for debt extinguishment  (313) 
Repayment of long-term debt    (1,250)  
Net proceeds on issuance of long-term debt 22,856 1,581 
Issuance of common stock  1  131  36
Common dividends paid  (10) (10)
Repurchase of common stock  (32)  (2,725)  (139)
Tax withholding on stock compensation and other (49) (63) (72)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES  27,213  (594)  (363)
Net increase (decrease) in cash and cash equivalents 243 (9) 2
Cash and cash equivalents, beginning of year    18  16
Cash and cash equivalents, end of year $243 $9 $18
STATEMENTS OF CASH FLOWS
 For the years ended
December 31,
(In millions)202120202019
Cash Flows from Operating Activities   
Shareholders' net income$5,365 $8,458 $5,104 
Adjustments to reconcile shareholders' net income
to net cash provided by operating activities
Equity in income of subsidiaries(6,063)(9,295)(5,921)
Debt extinguishment costs131 171 — 
Dividends received from subsidiaries2,751 8,627 2,457 
Other liabilities184 112 43 
Other, net414 500 20 
NET CASH PROVIDED BY OPERATING ACTIVITIES2,782 8,573 1,703 
Cash Flows from Investing Activities
Net change in loans due to (from) affiliates(1,007)(265)— 
Short-term investment purchased, net(50)(19)(30)
NET CASH (USED IN) INVESTING ACTIVITIES(1,057)(284)(30)
Cash Flows from Financing Activities
Net change in amounts due to affiliates2,062 2,262 2,015 
Proceeds on issuance of commercial paper997 86 944 
Payments for debt extinguishment(126)(181)— 
Repayment of long-term debt(4,199)(5,996)(3,002)
Net proceeds on issuance of long-term debt4,260 3,465 — 
Issuance of common stock326 376 224 
Common dividends paid(1,341)(15)(15)
Repurchase of common stock(7,742)(4,042)(1,987)
Tax withholding on stock compensation and other(86)(87)(82)
Other — (13)
NET CASH (USED IN) FINANCING ACTIVITIES(5,849)(4,132)(1,916)
Net (decrease) increase in cash and cash equivalents(4,124)4,157 (243)
Cash and cash equivalents, beginning of year4,157 — 243 
Cash and cash equivalents, end of year$33 $4,157 $— 
*
As described in Note 3, on December 20, 2018, through the "Merger," Old Cigna merged into a wholly-owned subsidiary of Cigna, and Cigna became the Registrant. ReferSee Notes to Note 20 for Condensed Consolidated Financial Statements of Cigna and Old Cigna.
on the following pages.
CIGNA CORPORATION - 2018 Form10-K    FS-5

Table of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules

FS-5


Cigna Corporation and Subsidiaries
Schedule I – Condensed Financial Information of Cigna Corporation (Registrant)

CIGNA CORPORATION AND SUBSIDIARIES

Notes to Condensed Financial Statements

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)
NOTES TO CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K ("Form 10-K").

Note 1 – For purposes of these condensed financial statements, Cigna Corporation's (the "Company") wholly-owned and majority-owned subsidiaries are recorded using the equity basismethod of accounting.

Note 2 – See Note 57 – Debt included in Part II, Item 8 of this Form 10-K for a description of the short-term and long-term debt obligations of Cigna Corporation and its subsidiaries.
Debt Issuance and Redemption. In order to decrease future interest expense and reduce future refinancing risk, the Company entered into the following transactions during 2021:
Debt issuance: On March 3, 2021, the Company issued $4.3 billion of new senior notes. The proceeds of this issuance were mainly used to redeem outstanding debt securities. The remaining proceeds are available for general corporate purposes. Interest on this debt is paid semi-annually.
PrincipalMaturity DateInterest RateNet Proceeds
$500 million (1)
March 15, 20240.613%$499 million
$800 million (2)
March 15, 20261.250%$797 million
$1,500 million (3)
March 15, 20312.375%$1,492 million
$1,500 million (4)
March 15, 20513.400%$1,479 million
(1) Redeemable at any time discounted at the U.S. Treasury rate plus 7.5 basis points. Redeemable at par on or after March 15, 2022.
(2) Redeemable at any time discounted at the U.S. Treasury rate plus 10 basis points. Redeemable at par on or after February 15, 2026.
(3) Redeemable at any time discounted at the U.S. Treasury rate plus 15 basis points. Redeemable at par on or after December 15, 2030.
(4) Redeemable at any time discounted at the U.S. Treasury rate plus 20 basis points. Redeemable at par on or after September 15, 2050.

Debt redemption: During 2021, the Company completed the redemption of a total of $4.2 billion in aggregate principal amount of certain of its outstanding debt securities. The Company recorded a pre-tax loss of $131 million ($101 million after-tax), consisting primarily of premium payments.
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 December 31, 2021, there were no outstanding balances under these revolving credit agreements.
In April 2021, Cigna entered into a $3.0 billion five-year revolving credit and letter of credit agreement that matures in April 2026 and a $1.0 billion three-year revolving credit agreement that matures in April 2024, which are diversified among 23 banks and replaced the five-year revolving credit and letter of credit agreement that was scheduled to mature in April 2023. Under the current agreements, Cigna can borrow up to $3.0 billion and $1.0 billion, respectively, for general corporate purposes, with up to $500 million available under the five-year facility for issuance of letters of credit. The revolving credit agreements also include an option to extend the termination date for an additional one-year period, subject to consent of the banks.
Additionally, in April 2021, Cigna entered into a $1.0 billion 364-day revolving credit agreement that will mature in April 2022 and is diversified among 23 banks. This agreement replaced the prior $1.0 billion 364-day revolving credit agreement that was scheduled to expire in October 2021. Pursuant to this revolving credit agreement, Cigna can borrow up to $1.0 billion for general corporate purposes. The 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 five-year facility, the three-year facility and the 364-day facility include an option to increase commitments in an aggregate amount of up to $1.5 billion across all three facilities. Each of the three facilities also contain 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.

FS-6


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. The commercial paper average interest rate was 0.26% at December 31, 2021.
The Company was in compliance with its debt covenants as of December 31, 2021.
Maturity of the Company's long-term debt is as follows:

(In millions) 
2022$430 
2023$2,754 
2024$1,214 
2025$2,957 
2026$2,034 
Maturities after 2026$20,947 
(In millions)
  
2019 $
2020 $2,750
2021 $5,250
2022 $
2023 $3,800
Maturities after 2023 $11,200

Note 3 – Intercompany liabilitiesreceivables of the Company consist primarily of payables to Old Cignanet amounts due from Express Scripts Holdings of $4.3$7.8 billion as of December 31, 2018. Intercompany liabilities2021 and $1.4 billion (consisting of Old Cigna consisted primarily of payables to Cigna Holdings, Inc. of $2.8an $8.2 billion receivable offset by a $6.8 billion payable) as of December 31, 2017.2020. Interest income on the receivable was accrued at an annual fixed rate of 5.50%. Interest expense on the payable was accrued at an average monthly rate of 2.33% for 2018 and 1.47% for 2017.

0.20% in 2021.

Note 4 – The Company had guarantees of approximately $19.6 billion$86 million as of December 31, 2018.2021. These guarantees are primarily related to outstanding debtletters of certain wholly-owned subsidiaries as described in Note 5 and Note 20.credit. In 2018,2021, no payments have been made on these guarantees.

FS-6    CIGNA CORPORATION - 2018 Form10-K

FS-7

Table


(1) The Company recorded an additional allowance of Contents

PART IV
ITEM 15. Exhibits and Financial Statement Schedules

$7 million on January 1, 2020 upon the adoption of ASU 2016-13.

Cigna Corporation and Subsidiaries
Schedule II – Valuation and Qualifying Accounts and Reserves

(2) The Company recorded an additional allowance of $31 million on January 1, 2020 upon the adoption of ASU 2016-13.
FS-8
(in millions)
Description
 Balance at
beginning of
year

 Charged
(Credited)
to costs and
expenses

 Charged
(Credited)
to other
accounts

 Other
deductions

 Balance at
end of year

2018          
Allowance for doubtful accounts               

Premiums, accounts and notes receivable

 $207 $18 $(3) $(5) $217
Deferred tax asset valuation allowance $72 $(5) $132 $ $199
Reinsurance recoverables $3 $(1) $ $ $2
2017               
Investment asset valuation reserves          

Commercial mortgage loans

 $5 $1 $ $(6) $
Allowance for doubtful accounts          

Premiums, accounts and notes receivable

 $200 $19 $(11) $(1) $207
Deferred tax asset valuation allowance(1) $87 $11 $(26) $ $72
Reinsurance recoverables $3 $ $ $ $3
2016          
Investment asset valuation reserves               

Commercial mortgage loans

 $15 $ $ $(10) $5
Allowance for doubtful accounts               

Premiums, accounts and notes receivable

 $75 $134 $(8) $(1) $200
Deferred tax asset valuation allowance $71 $21 $(5) $ $87
Reinsurance recoverables $3 $ $ $ $3
(1)
Deferred tax valuation allowance amount includes amount assumed from Express Scripts in 2018.
CIGNA CORPORATION - 2018 Form10-K    FS-7