Cigna Group

Note 5 – Divestiture

On March 19, 2025, the Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies® businesses (the "Disposal Group" or the "HCSC transaction"). The purchase price increased from $3.3 billion to $4.9 billion, reflecting higher statutory surplus for the legal entities when conveyed to HCSC and post-closing contractual adjustments.

During the three and nine months ended September 30, 2025, the Company recognized a gain of $38 million pre-tax ($241 million after-tax) and $75 million pre-tax ($353 million after-tax), respectively, within Gain (loss) on sale of businesses in the Consolidated Statements of Income. See Note 15 to the Consolidated Financial Statements for discussion of tax matters resulting in an after-tax gain on sale of businesses.

The Company received approximately $4.2 billion cash proceeds at closing. We expect receipt of the remaining approximately $0.6 billion in the fourth quarter of 2025 upon HCSC's collection of amounts due from the Centers for Medicare and Medicaid Services ("CMS") and completion of post-closing contractual adjustments.

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

(1) Includes Goodwill of $94 million.

Integration and Transaction-Related Costs

In 2025 and 2024, the Company incurred transaction-related costs associated with the HCSC transaction. These costs incurred consisted primarily of certain projects to separate the Company's systems, products and services; fees for legal, advisory and other professional services; and certain employment-related costs. These costs were $7 million pre-tax ($6 million after-tax) for the three months ended and $297 million pre-tax ($226 million after-tax) for the nine months ended September 30, 2025, compared with $77 million pre-tax ($59 million after-tax) for the three months ended and $177 million pre-tax ($135 million after-tax) for the nine months ended September 30, 2024.