Cigna Group
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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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, wholly owned and majority-owned subsidiaries of The Cigna Group (the "Company") are recorded using the equity method of accounting. The Cigna Group, through its predecessor companies, was incorporated in Delaware in 1981. Cigna Corporation was renamed The Cigna Group in February 2023.
Note 2 - See Note 7 – 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 The Cigna Group and its subsidiaries.
Short-term and Credit Facilities Debt
Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below. As of December 31, 2024, there wereno outstanding balances under these revolving credit agreements.
In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following revolving credit agreements (the "Credit Agreements"):
A $5.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2029 with an option to extend the maturity date for additionalone-year periods, subject to consent of the banks. The Company can borrow up to $5.0 billion under the credit agreement for general corporate purposes, with up to $500 million available for issuance of letters of credit.
A $1.5 billion 364-day revolving credit agreement that will mature in April 2025. The Company can borrow up to $1.5 billion under the credit agreement for general corporate purposes. This agreement includes the option to "term out" any revolving loans that are outstanding at maturity by converting them into a term loan maturing on theone-year anniversary of conversion.
Each of the Credit Agreements includes an option to increase commitments in an aggregate amount of up to $1.5 billion across both facilities for a maximum total commitment of $8.0 billion. The Credit Agreements allow for borrowings at either a base rate or an adjusted term Secured Overnight Funding Rate ("SOFR") plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings.
Each facility also contains customary covenants and restrictions, including a financial covenant that the Company's leverage ratio, as defined in the Credit Agreements, may not exceed 60%, subject to certain exceptions upon the consummation of an acquisition.
Commercial Paper. Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker-dealers at any time not to exceed an aggregate amount of $6.5 billion. 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 program had approximately $0.9 billion outstanding as of December 31, 2024 and an average interest rate of 4.65%.
Long-Term Debt
Debt Issuance and Debt Tender Offers. In February 2024, we issued $4.5 billion of new senior notes. The proceeds from this debt were used to pay the consideration for the cash tender offers as described below. We used the remaining net proceeds to fund the
FS-5 repayment of our senior notes that matured in March 2024 and for general corporate purposes, including repayment of indebtedness and repurchases of shares of our common stock. Interest on this debt is paid semiannually.
| Principal | Maturity Date | Interest Rate | Net Proceeds | Redeemable Date(1) | "Make Whole" Premium (2) |
|---|---|---|---|---|---|
| $1,000 million | May 15, 2029 | 5.000% | $995 million | April 15, 2029 | 15 |
| $750 million | May 15, 2031 | 5.125% | $746 million | March 15, 2031 | 15 |
| $1,250 million | February 15, 2034 | 5.250% | $1,244 million | November 15, 2033 | 20 |
| $1,500 million | February 15, 2054 | 5.600% | $1,485 million | August 15, 2053 | 20 |
(1) Redeemable at any time prior to this date at a "make whole" premium, defined below. Redeemable at par on or after this date.
(2) "Make whole" premium calculated using the most directly comparable U.S. Treasury rate plus the amount of basis points set forth in this column.
In the first quarter of 2024, the Company completed the repurchase of $1.7 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers.
Debt Maturities. Maturities of the Company's long-term debt are as follows:
| (In millions) | |
|---|---|
| 2025 | $1,973 |
| 2026 | $2,301 |
| 2027 | $2,056 |
| 2028 | $3,800 |
| 2029 | $1,000 |
| Maturities after 2029 | $19,292 |
Debt Covenants. The Company was in compliance with its debt covenants as of December 31, 2024.
Note 3 - The Company's intercompany receivables consist primarily of net intercompany loan amounts due from Evernorth Health, Inc. of $8.5 billion as of December 31, 2024 and 2023. Interest income on the loan receivable was accrued at an average rate of 5.50% in 2024.
The Company's intercompany payables primarily reflect intercompany balances due to affiliates as of December 31, 2024. During the year ended December 31, 2024, the Company settled the majority of outstanding intercompany payables via non-cash capital transactions.
Note 4 - The Company guaranteed approximately $9.4 billion primarily related to intercompany indebtedness and financial obligations of certain direct and indirect wholly-owned subsidiaries. There were immaterial liabilities required for these guarantees as of December 31, 2024.
Note 5 - In February 2024, as part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements with Deutsche Bank AG and Bank of America, N.A. to repurchase $3.2 billion of common stock in aggregate. The total number of shares of our common stock repurchased under the agreements was approximately 9.3 million.
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