CIGNA GROUP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On March 7, 2023, The Cigna Group (the "Company" or "our") completed its
offering of $700 million in aggregate principal amount of its 5.685% Senior
Notes due 2026 (the "2026 Notes") and $800 million in aggregate principal amount
of its 5.400% Senior Notes due 2033 (the "2033 Notes") (together with the 2026
Notes, the "Notes"). The Notes were sold pursuant to the Company's shelf
registration statement on Form S-3ASR (File No. 333-268633).

The terms of the Notes are governed by an Indenture, dated as of September 17,
2018 (the "Base Indenture"), between the Company and U.S. Bank Trust Company,
National Association, as successor to U.S. Bank National Association, as trustee
(the "Trustee"), as supplemented by Supplemental Indenture No. 6 to the Base
Indenture, dated as of March 7, 2023 ("Supplemental Indenture No. 6"), between
the Company and the Trustee.

The foregoing description of Supplemental Indenture No. 6 and the Notes does not
purport to be complete and is qualified in its entirety by reference to
Supplemental Indenture No. 6 (including the forms of the Notes), which is filed
as Exhibit 4.1 hereto, and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

The Company intends to use the net proceeds from the $1.5 billion offering of
the Notes for general corporate purposes, which may include repayment of
indebtedness.

This information under this Item 7.01 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, whether made before or after the date of
this Current Report on Form 8-K, except as shall be expressly set forth by
specific reference in such a filing.

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE

                    SECURITIES LITIGATION REFORM ACT OF 1995

This Current Report on Form 8-K (the "Report"), and oral statements made with
respect to information contained in this Report, may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on The Cigna Group'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 improve the health and vitality of those
we serve; 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 and the impact of
developing inflationary and interest rate pressures; financing or capital
deployment plans and amounts available for future deployment; our prospects for
growth in the coming years; strategic transactions; the impact of the Inflation
Reduction Act of 2022; expectations related to our Center for Medicare and
Medicaid Services Star Ratings and Medicare Advantage Capitation Rates; and
other statements regarding The Cigna Group'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.

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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 strategic and
operational initiatives; our ability to adapt to changes in an evolving and
rapidly changing industry; our ability to compete effectively, differentiate our
products and services from those of our competitors and maintain or increase
market share; price competition, inflation 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 satisfactory relationships with physicians, hospitals, other health
service providers and with producers and consultants; our ability to maintain
relationships with one or more key pharmaceutical manufacturers or if payments
made or discounts provided decline; changes in the pharmacy provider marketplace
or pharmacy networks; changes in drug pricing or industry pricing benchmarks;
our ability to invest 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; the scale, scope and
duration of the COVID-19 pandemic and its potential impact on our business,
operating results, cash flows or financial condition; political, legal,
operational, regulatory, economic and other risks that could affect our
multinational operations, including currency exchange rates; risks related to
strategic transactions and realization of the expected benefits of such
transactions, 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; 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; uncertainties
surrounding participation in government-sponsored programs such as Medicare; the
outcome of litigation, regulatory audits and investigations; compliance with
applicable privacy, security and data laws, regulations and standards; potential
failure of our prevention, detection and control systems; unfavorable economic
and market conditions including the risk of a recession or other economic
downturn and resulting impact on employment metrics, stock market or changes in
interest rates and risks related to a downgrade in financial strength ratings of
our insurance subsidiaries; the impact of our significant indebtedness and the
potential for further indebtedness in the future; unfavorable industry, economic
or political conditions; credit risk related to our reinsurers; as well as more
specific risks and uncertainties discussed in our most recent report on Form
10-K and subsequent reports on Forms 10-Q and 8-K available through the Investor
Relations section of www.thecignagroup.com. You should not place undue reliance
on forward-looking statements, which 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. The
Cigna Group 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.

 Item 8.01 Other Events.

In connection with the offering of the Notes, on February 28, 2023, the Company
entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA
Securities, Inc., Morgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc.,
as representatives of the underwriters named in Schedule I thereto.

The Underwriting Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and
obligations of the parties, and termination provisions.

The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by
reference herein.

In addition, a copy of the opinion of Simpson Thacher & Bartlett LLP, counsel to
the Company, relating to the legality of the Notes is filed as Exhibit 5.1
hereto.

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Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits.



Exhibit No.  Description
  1.1        Underwriting Agreement, dated as of February 28, 2023, by and among
             The Cigna Group and BofA Securities, Inc., Morgan Stanley & Co. LLC
             and U.S. Bancorp Investments, Inc., as representatives of the
             underwriters named therein.
  4.1        Supplemental Indenture No. 6, dated as of March 7, 2023, between The
             Cigna Group and U.S. Bank Trust Company, National Association, as
             trustee.
  5.1        Opinion of Simpson Thacher & Bartlett LLP.
  23.1       Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
104          Cover Page Interactive Data File (formatted in Inline XBRL).

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