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Mergers and Acquisitions
9 Months Ended
Sep. 30, 2019
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions Note 4 – Mergers and Acquisitions

A.Acquisition of Express Scripts

 

On December 20, 2018, Cigna acquired Express Scripts through a series of mergers (collectively, the “Merger”). Cigna Holding Company (formerly named Cigna Corporation and referred to as “Old Cigna”) and Express Scripts each merged with and into a wholly-owned subsidiary of Cigna. As a result of these transactions, Cigna became the parent of the combined company. Our 2018 Form 10-K includes detailed disclosures of merger consideration, purchase price allocation and intangible assets identified in this transaction. The purchase price allocation was based on management’s preliminary estimates of their fair values and may change as additional information becomes available before being finalized during the fourth quarter of 2019. For the nine months ended September 30, 2019, there were immaterial changes to the purchase price allocation.

B.Integration and Transaction-related Costs

 

The Company incurred integration and transaction costs related to Express Scripts, the terminated merger with Anthem, Inc. (“Anthem”) and other transactions of $114 million pre-tax ($88 million after-tax) for the three months and $405 million pre-tax ($311

million after-tax) for the nine months ended September 30, 2019, compared with $128 million pre-tax ($108 million after-tax) for the three months and $318 million pre-tax ($267 million after-tax) for the nine months ended September 30, 2018. These costs consisted primarily of certain projects to integrate the Company’s systems, products and services, fees for legal, advisory and other professional services, and certain employment-related costs. Costs in 2018 also included amortization of certain financing fees and interest expense on the debt issued in the third quarter of 2018 to fund the Express Scripts merger, net of investment income earned on proceeds of the debt issuance.