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THE CIGNA GROUP

900 Cottage Grove Road

Bloomfield, Connecticut 06002

VIA EDGAR

November 21, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mengyao Lu and Robert Klein

RE:     The Cigna Group

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Form 10-Q for the Quarterly Period Ended June 30, 2024

    File No. 001-38769

Ladies and Gentlemen,

The Cigna Group (the "Company") submits this letter in response to the comments contained in the correspondence of the Staff (the "Staff") of the United States Securities and Exchange Commission (the "Commission"), dated October 22, 2024 (the "Comment Letter"), relating to the Form 10-K for the fiscal year ended December 31, 2023 (the "Form 10-K") and the Form 10-Q for the quarterly period ended June 30, 2024 (the "Form 10-Q").

For reference purposes, the text of the comments in the Comment Letter have been reproduced herein (in bold), with the Company's response below each numbered comment.

Form 10-K for the Fiscal Year Ended December 31, 2023

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

Commentary: 2023 versus 2022, page 54

1.We note your disclosures of Premiums, Medical costs and other benefit expenses, and Selling, general and administrative expenses with changes in each line item attributable to two or more factors. Please revise your disclosure in future quarterly and annual filings by quantifying the impact of each material contributing factor, including any offsetting factors, when explaining the changes in your results of operations from period to period. Refer to Item 303 (a) to (c) of Regulation S-K and Section III.D of SEC Release No. 33-6835 for guidance.

In response to the Staff's comment, beginning with our Form 10-Q for the quarter ended September 30, 2024 (the "3Q24 Form 10-Q"), filed with the Commission on October 31, 2024, we have revised our disclosure, and will continue to do so in future filings, to expand our discussion and analysis to also include quantification of each material contributing factor, including any offsetting factors, that explain changes to the Company's results of operations from period to period. For example, in the 3Q24 Form 10-Q, the Company disclosed the following with respect to its Cigna Healthcare reportable segment on page 50 in its Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"):

Adjusted revenues increased 3% and 4%, primarily due to higher premiums within employer insured (+$238 million and +$810 million), Medicare Part D (+$202 million and +$410 million) and stop loss (+$141 million and +$457 million), in each case reflecting premium rate increases to cover expected increases in underlying medical costs, partially offset by lower premiums within Individual and Family Plans (-$268 million and -$754 million), reflecting a decrease in customers.

Pre-tax adjusted income from operations decreased 4% for the three months ended September 30, 2024, primarily due to higher medical costs (-$569 million), partially offset by higher adjusted revenues (+$395 million) and lower selling, general and administrative expenses excluding special items (+$126 million), primarily reflecting ongoing efficiencies.

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Pre-tax adjusted income from operations increased 6% for the nine months ended September 30, 2024, primarily due to higher adjusted revenues (+$1.4 billion) and lower selling, general and administrative expenses excluding special items (+$155 million), primarily reflecting ongoing efficiencies, partially offset by higher medical costs (-$1.3 billion). The impact of higher premiums in adjusted revenues and medical costs are reflected in the medical care ratio calculation.

Critical Accounting Estimates, page 61

2.Please tell us whether and how management considered disclosing the estimates involved in measuring the assets and liabilities held for sale and the associated the loss on sale as part of your critical accounting estimates disclosures. Refer to Item 303(b)(3) of Regulation S-K.

Management carefully evaluated the requirements of Item 303(b)(3) of Regulation S-K and concluded that a separate critical accounting estimate discussing the measurement of the assets and liabilities held for sale and the associated loss on sale was not required. In reaching that conclusion, management considered the following:

The MD&A section of the Form 10-K included a critical accounting estimate for Goodwill and Other Intangible Assets that contained the following discussion:

Fair values of reporting units are estimated based on discounted cash flow analysis and market approach models using 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 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 each reporting unit. Projections of future cash flows differ by reporting unit and are consistent with our ongoing strategic projections. Future cash flows for Evernorth Health Services 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 our other reporting units are primarily driven by forecasted revenues, benefit expenses, operating expenses and long-term growth rates.

During the third quarter of 2023, we completed our annual evaluations to assess the recoverability of goodwill and intangible assets, which included performing qualitative and quantitative tests as required by generally accepted accounting principles in the United States ("GAAP"). These evaluations supported the conclusion that, as of September 30, 2023, the fair value estimates of our reporting units exceeded their carrying values by sufficient margins.

During the fourth quarter of 2023, in connection with our anticipated entry into a definitive agreement to sell the Medicare Advantage, Medicare Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits and CareAllies businesses within the U.S. Healthcare operating segment (collectively, "the Government businesses"), the Company evaluated whether the Government businesses should be classified as held for sale. Management evaluated the guidance in ASC 360-10-45-9 and concluded that based on the facts and circumstances, the Government businesses met all the criteria to be classified as held for sale. Management's evaluation of the held for sale criteria did not involve the development of any additional estimates that would require disclosure pursuant to Item 303(b)(3) of Regulation S-K.

Following management's determination that the Government businesses met the criteria to be classified as held for sale, goodwill was allocated to the disposal group based on a relative fair value calculation in accordance with ASC 350-20-40-1 through 40-7. Given the proximity of the held for sale determination in the fourth quarter of 2023 to the quantitative goodwill recoverability analysis in the third quarter of 2023, the relative fair value calculation relied upon the third quarter analysis as well as the sales price of the disposal group. Because the same factors that were discussed in our Goodwill and Other Intangible Assets critical accounting estimate remained applicable to the relative fair value calculation, management concluded that a separate critical accounting estimate discussing the measurement of the assets and liabilities held for sale and the associated loss on sale was not required pursuant to Item 303(b)(3) of Regulation S-K.

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Segment Reporting, page 65

3.In addition to the segment information that is also disclosed in your footnote 25 pursuant to ASC 280, we note that you present several segment measures in your filing, which appear to be non-GAAP financial measures. As examples, additional measures disclosed include Pre-tax adjusted margin by segment, Adjusted expense ratio for Evernorth Health Services and for Cigna Healthcare, Adjusted gross profit and Adjusted pharmacy revenues by distribution channel for Evernorth Health Services. In future filings, please include a reconciliation to the most directly comparable GAAP measure for each non-GAAP measure. In addition, please disclose the reasons why management believes these non-GAAP measures provide useful information to investors required by Item 10(e) of Regulation S-K. Refer to Question 104.03 of the C&DIs on Non-GAAP Financial Measures for guidance.

The Company has identified "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance in accordance with ASC 280 because management believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability.

In addition to these principal segment performance measures, we have historically included certain incremental segment metrics that we believe provided investors with additional insights and assisted their understanding of the key drivers of our segments' financial performance. The Company addresses each of the measures mentioned by the Staff below:

•Adjusted Pharmacy Revenues by Distribution Channel and Adjusted Gross Profit for Evernorth Health Services. On a regular basis, we evaluate whether these additional metrics continue to provide meaningful insights to our investors. Beginning with the Form 10-Q filed for the three months ended March 31, 2024, we made the determination to no longer present the "Adjusted pharmacy revenues by distribution channel" metric for Evernorth Health Services. Similarly, beginning with our Form 10-K for the year ending December 31, 2024, the Company has made the determination to no longer present a segment Adjusted Gross Profit measure. If the Company determines to disclose either of these metrics in future filings with the Commission, it will comply with the requirements of Item 10(e) of Regulation S-K.

•Pre-tax Adjusted Margin and Adjusted Expense Ratio. Both of these metrics are ratios calculated using two financial measures calculated in accordance with GAAP. In the Commission's final rule, "Conditions for Use of Non-GAAP Financial Measures," adopted in 2003, the Commission indicated that, "An example of a ratio that would not be a non-GAAP financial measure would be a measure of operating margin that is calculated by dividing revenues into operating income, where both revenue and operating income are calculated in accordance with GAAP." Item 10(e)(4) reflects this position by providing that non-GAAP financial measures expressly exclude "ratios or statistical measures calculated using exclusively one or both of: (A) financial measures calculated in accordance with GAAP; and (B) operating measures or other measures that are not non-GAAP financial measures." In our case, "Pre-tax adjusted margin" is calculated as the applicable segment's pre-tax adjusted income (loss) from operations divided by the segment's adjusted revenues, both metrics presented in accordance with ASC 280. Similarly, "Adjusted expense ratio" is calculated as the applicable segment's selling, general and administrative expenses divided by the segment's adjusted revenues. Because each of the numerator and denominator comprising these ratios are calculated using amounts that have been determined and presented in accordance with GAAP, the Company respectfully submits they do not constitute non-GAAP financial measures under Item 10(e) of Regulation S-K.

4.We note your presentation of Gross Profit, which you define as total revenues less Pharmacy and other service costs. However, we also note that no such measure is presented in the financial statements on page 75. Please tell us if your definition of gross profit represents a fully burdened gross profit, and by effect, whether the pharmacy and other service costs line item is inclusive of all costs of revenue consistent with Rule 5-03(b)(2) of Regulation S-X.

We confirm that the Gross Profit measure presented in the Evernorth Health Services reportable segment section of the MD&A is a fully burdened gross profit, and the pharmacy and other service costs line item is inclusive of all costs of revenue consistent with Rule 5-03(b)(2) of Regulation S-X. In further response to the Staff's comment, beginning with our 3Q24 Form 10-Q, we have updated our MD&A disclosures with respect to our Evernorth Health Services segment to provide additional clarity that this metric is fully burdened.

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Notes to the Consolidated Financial Statements

Note 6 - Assets and Liabilities of Businesses Held for Sale, page 89

5.We note your disclosure that your estimated pre-tax loss on sale amounted to $1.5 billion for the year ended December 31, 2023, representing in part asset write-downs. Please tell us how you considered ASC 360-10-35-39 and determined the loss on sale should be included in Loss on sale of businesses below the line of Income from operations in your consolidated statement of income, citing relevant guidance. We also note your disclosure on page 124 that goodwill transferred to businesses held for sale was $1,553 million during 2023 and the carrying value of goodwill included in assets held for sale was $396 million as of December 31, 2023. Please explain what the difference represents and how you considered the presentation and disclosure requirements under ASC 350 20-45-2 and ASC 350-20-50-2.

In January 2024, the Company entered into a definitive agreement to sell the Government businesses for $3.3 billion. As disclosed above in response to the Staff's comment #2, during the fourth quarter of 2023, management evaluated the guidance in ASC 360-10-45-9 through 45-11 and concluded that based on the facts and circumstances, the Government businesses met the criteria to be classified as held for sale. Management also determined that the Government businesses did not qualify as a discontinued operation under ASC 205-20.

Consistent with ASC 360-10-35-39, the carrying amounts of any assets that are not covered by that subtopic were adjusted in accordance with other applicable GAAP standards prior to measuring the disposal group's fair value less cost to sell. In applying ASC 350, the fair value (the $3.3 billion sales price) of the disposal group resulted in an impairment of goodwill.

We acknowledge that ASC 350-20-45-2 requires goodwill impairment losses to be presented as a separate line item in the income statement before the subtotal income from continuing operations unless a goodwill impairment loss is associated with a discontinued operation. In classifying the estimated loss on sale, we considered the following:

•As noted above, the Government businesses did not qualify as a discontinued operation. However, the strategic shift to dispose of the Government businesses led directly to the impairment. As noted in our response to the Staff's comment #2 above, our third quarter 2023 quantitative goodwill recoverability analysis indicated that the fair values of our reporting units exceeded their carrying value by sufficient margins prior to reaching a decision to sell the government business.

•The disclosures in Note 6 to the Form 10-K provide financial statement readers with a description of the facts and circumstances leading to the impairment, the amount of the impairment loss and the fair value of the associated disposal group based on the sales price in accordance with ASC 350-20-50-2.

•We have observed a practice of SEC reporting en