Cigna Group

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to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn.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 recognized until the date of the sale. When the disposal group is classified as held for 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.

In January 2024, the Company entered into a definitive agreement to sell the Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies businesses (the "Disposal Group") to HCSC subject to applicable regulatory approvals and other customary closing conditions, including purchase price adjustments to align with the final balance sheet of the divested businesses (the "HCSC transaction"). The initial $3.3 billion purchase price is anticipated to increase at closing, reflecting higher statutory surplus for the legal entities that will convey to HCSC. The transaction is expected to close in the first quarter of 2025.

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 and December 31, 2023.

The Company measured the assets and liabilities of the Disposal Group at estimated fair value less costs to sell based on an estimated $4.7 billion purchase price as of December 31, 2024 and initial $3.3 billion purchase price as of December 31, 2023 and recognized within Net gain (loss) on sale of businesses in the Consolidated Statements of Income an estimated loss of $472 million pre-tax ($363 million after-tax) for the year ended December 31, 2024 and $1.5 billion pre-tax ($1.4 billion after-tax) for the year ended December 31, 2023. The estimated loss on sale for both periods primarily represents goodwill impairments of $302 million pre-tax in 2024 and $1.2 billion pre-tax in 2023.

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

(1) Includes Goodwill of $94 million as of December 31, 2024 and $396 million as of December 31, 2023.

Integration and Transaction-Related Costs

In 2024 and 2023, the Company incurred transaction-related costs associated with the HCSC transaction. In 2023 and 2022, the Company also incurred net costs mainly related to the sale of our international life, accident and supplemental benefits businesses. Additionally in 2022, the Company incurred costs related to the sale of the Group Disability and Life business as well as the acquisition of MDLIVE, Inc. ("MD Live"). These costs incurred consisted primarily of certain projects to separate or integrate the Company's systems, products and services; fees for legal, advisory and other professional services; and certain employment-related costs. These costs were $275 million pre-tax ($211 million after-tax), $45 million pre-tax ($35 million after-tax) and $135 million pre-tax ($103 million after-tax) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.