UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 20, 2018


EXPRESS SCRIPTS HOLDING COMPANY
(Exact name of registrant as specified in its charter)


Delaware
001-35490
45-2884094
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

One Express Way, St. Louis, MO
 
63121
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code 314-996-0900

Not Applicable

Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the completion, on December 20, 2018 (the “Closing Date”), of the previously announced Merger (as defined below) contemplated by the Agreement and Plan of Merger, dated as of March 8, 2018, as amended by Amendment No. 1, dated as of June 27, 2018 (the “Merger Agreement”), by and among Express Scripts Holding Company, a Delaware corporation (“Express Scripts”), Cigna Corporation (now known as Cigna Holding Company), a Delaware corporation (“Cigna”), Halfmoon Parent, Inc. (now known as Cigna Corporation), a Delaware corporation and a direct wholly owned subsidiary of Cigna prior to the Merger (“New Cigna”), Halfmoon I, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Cigna prior to the Merger (“Merger Sub 1”), and Halfmoon II, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Cigna prior to the Merger (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”).

At the effective time of the Merger on December 20, 2018 (the “Effective Time”), in accordance with the Merger Agreement, (a) Merger Sub 1 merged with and into Cigna (the “Cigna Merger”), with Cigna surviving the Cigna Merger as a direct wholly owned subsidiary of New Cigna, and (b) Merger Sub 2 merged with and into Express Scripts (the “Express Scripts Merger” and, together with the Cigna Merger, the “Merger”), with Express Scripts surviving the Express Scripts Merger as a direct wholly owned subsidiary of New Cigna. As a result of the Merger, Cigna and Express Scripts became direct wholly owned subsidiaries of New Cigna. As a result of the transactions contemplated by the Merger Agreement, New Cigna became a publicly traded corporation, and former Cigna stockholders and former Express Scripts stockholders received common stock of New Cigna. Cigna common stock will cease trading on the New York Stock Exchange (“NYSE”) and Express Scripts common stock will cease trading on the Nasdaq Global Select Market (“Nasdaq”), in each case prior to the open of trading on December 21, 2018, and New Cigna common stock will commence trading on the NYSE on December 21, 2018 under the symbol “CI”.

At the Effective Time, each issued and outstanding share of Express Scripts common stock, par value $0.01 per share (other than shares of Express Scripts common stock (a) held by Express Scripts as treasury shares, (b) owned by Cigna or by direct or indirect wholly owned subsidiaries of Express Scripts or Cigna (including New Cigna and the Merger Subs) or (c) with respect to which appraisal rights were properly exercised and not withdrawn), was converted automatically into (i) 0.2434 of a share of New Cigna common stock, par value $0.01 per share (the “Stock Consideration”) and (ii) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes (the “Cash Consideration” and, together with the Stock Consideration and any cash in lieu of fractional shares of New Cigna common stock, the “Merger Consideration”). No fractional shares of New Cigna common stock were issued in the Merger, and former Express Scripts stockholders are entitled to receive cash in lieu of any fractional shares of New Cigna common stock. Also at the Effective Time, Cigna’s name was changed from “Cigna Corporation” to “Cigna Holding Company” and New Cigna’s name was changed from “Halfmoon Parent, Inc.” to “Cigna Corporation.”

At the Effective Time, each issued and outstanding share of Cigna common stock, par value $0.25 per share (other than shares of Cigna common stock held (a) by Cigna as treasury shares or (b) by New Cigna or Merger Sub 1), was converted automatically into one share of New Cigna common stock.

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At the Effective Time, Express Scripts stock options, restricted stock units (“RSUs”) (other than those granted to non-employee directors) and deferred stock units that were outstanding immediately prior to the Effective Time were converted into equivalent New Cigna awards.  Express Scripts performance share units that were outstanding immediately prior to the Effective Time vested at 125% for the performance period commencing in 2016, 245.31% for the performance period commencing in 2017 and 250% for the performance period commencing in 2018 and were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration for the vested portion of the award.

Express Scripts RSUs granted to non-employee directors were cancelled in exchange for a cash payment in an amount equal to the Merger Consideration.

Cigna stock options, restricted shares, RSUs, strategic performance shares and deferred stock units that were outstanding immediately prior to the Effective Time were converted into equivalent New Cigna awards.

The issuance of New Cigna common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to New Cigna’s registration statement on Form S-4 (File No. 333-224960) (as amended, the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”), and declared effective on July 16, 2018. The definitive proxy statement/prospectus, dated July 16, 2018, of each of Express Scripts and Cigna that forms part of the Registration Statement contains additional information about the Merger and the other transactions contemplated in connection therewith.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to Express Scripts’ Current Report on Form 8-K filed with the SEC on March 9, 2018 and to Exhibit 2.1 to Express Scripts’ Current Report on Form 8-K filed with the SEC on July 2, 2018.

The representations, warranties and covenants of the parties contained in the Merger Agreement (a) have been made only for purposes of the Merger Agreement, (b) have been qualified by (i) the matters specifically disclosed in certain of Express Scripts’ and Cigna’s filings with the SEC and (ii) confidential disclosures made in the disclosure schedules delivered in connection with the Merger Agreement, (c) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (d) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (e) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of fact. Accordingly, the Merger Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding Express Scripts, Cigna or their respective affiliates or businesses, including New Cigna. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Express Scripts, Cigna or any of their respective affiliates, including New Cigna. Moreover, information concerning the subject matter of the representations, warranties or covenants may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Express Scripts’, Cigna’s or New Cigna’s public disclosures.

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The Cash Consideration was financed using (i) cash on hand of Cigna and Express Scripts, (ii) net proceeds from $1.5 billion of short-term commercial paper of Cigna, (iii) term loan borrowings by New Cigna on the Closing Date of $3.0 billion under the New Cigna Term Loan Credit Agreement (as defined below), previously described in the Current Report on Form 8-K filed by Cigna with the SEC on April 12, 2018, and (iv) net proceeds of the issuance by New Cigna of the outstanding senior notes under the New Cigna Indenture (as defined below), previously described in the Current Report on Form 8-K filed by New Cigna with the SEC on September 21, 2018.

Item 2.01
Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

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 the last paragraph of the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, in connection with the consummation of the Merger, Express Scripts notified Nasdaq that the Merger had been consummated and requested that the trading of its shares on Nasdaq be suspended and that the listing of its shares on Nasdaq be withdrawn. In addition, Express Scripts requested that Nasdaq file with the SEC a notification on Form 25 to report the delisting of its shares from Nasdaq and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03
Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01
Changes in Control of Registrant.

As a result of the consummation of the Express Scripts Merger, a change of control of Express Scripts occurred, and Express Scripts became a wholly owned subsidiary of New Cigna.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, at the Effective Time, all of the directors of Express Scripts were replaced by Eric P. Palmer, Mary T. Agoglia Hoeltzel and Timothy D. Buckley.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the completion of the Express Scripts Merger and pursuant to the Merger Agreement, at the Effective Time, Express Scripts’ certificate of incorporation and bylaws were amended and restated in their entirety. Copies of Express Scripts’ Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 8.01
Other Events.

Press Release

On December 20, 2018, New Cigna issued a press release announcing the completion of the Merger. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Guarantees of New Cigna Obligations

On December 20, 2018, in connection with the Merger, Express Scripts, Cigna, New Cigna and U.S. Bank National Association, as trustee (“U.S. Bank”), entered into that certain second supplemental indenture (the “New Cigna Second Supplemental Indenture”) to the base indenture dated as of September 17, 2018, by and among New Cigna and U.S. Bank (as supplemented, the “New Cigna Indenture”). The New Cigna Second Supplemental Indenture provides for the guarantee by Express Scripts and Cigna of the outstanding senior notes issued by New Cigna under the New Cigna Indenture. A copy of the New Cigna Second Supplemental Indenture is filed with this Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

On December 20, 2018, in connection with the Merger, Express Scripts and Cigna entered into that certain guarantor supplement (the “New Cigna Revolver Guarantor Supplement”) to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna, New Cigna, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “New Cigna Revolving Credit Agreement”). The New Cigna Revolver Guarantor Supplement provides for the guarantee by Express Scripts and Cigna of the obligations of New Cigna as borrower under the New Cigna Revolving Credit Agreement. A copy of the New Cigna Revolver Guarantor Supplement is filed with this Form 8-K as Exhibit 4.2 and is incorporated herein by reference.

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On December 20, 2018, in connection with the Merger, Express Scripts and Cigna entered into that certain guarantor supplement (the “New Cigna Term Loan Guarantor Supplement”) to the Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna, New Cigna, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto (the “New Cigna Term Loan Credit Agreement”). The New Cigna Term Loan Guarantor Supplement provides for the guarantee by Express Scripts and Cigna of the obligations of New Cigna as borrower under the New Cigna Term Loan Credit Agreement. A copy of the New Cigna Term Loan Guarantor Supplement is filed with this Form 8-K as Exhibit 4.3 and is incorporated herein by reference.

Release of Guarantees of Express Scripts Obligations

As previously disclosed, the outstanding senior notes issued by Express Scripts under that certain base indenture dated as of November 21, 2011, by and among Express Scripts, Express Scripts, Inc. (“ESI”), certain subsidiaries of ESI and Wells Fargo Bank, National Association, as trustee (the “Express Scripts Base Indenture”) and subsequent supplemental indentures thereto (together with the Express Scripts Base Indenture, the “Express Scripts Indenture”), are guaranteed by ESI and Medco Health Solutions, Inc. (“Medco”). On December 20, 2018, in connection with the Merger, ESI and Medco were released from all of their obligations under the Express Scripts Indenture and their respective guarantees thereunder.

As previously disclosed, Express Scripts entered into that certain Amendment and Restatement Agreement dated as of October 26, 2017 with ESI, Medco, the lenders party thereto, Citibank, N.A., as administrative agent, and the other parties thereto, which amended and restated the existing credit agreement (as amended and restated, the “Express Scripts Credit Agreement”).  On December 20, 2018, in connection with the Merger, the Express Scripts Credit Agreement was terminated and therefore Express Scripts, ESI and Medco were released from all of their obligations under the Express Scripts Credit Agreement and their respective guarantees thereunder.

New Cigna’s Guarantee of Express Scripts Obligations

On December 20, 2018, in connection with the Merger, New Cigna, Express Scripts and Wells Fargo Bank, National Association, as trustee (“Wells Fargo”), entered into that certain twenty-fifth supplemental indenture (the “Express Scripts Twenty-Fifth Supplemental Indenture”) to the base indenture, dated as of November 21, 2011, by and among Express Scripts, ESI, certain subsidiaries of ESI and Wells Fargo (as supplemented, the “Express Scripts Indenture”). The Express Scripts Twenty-Fifth Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by Express Scripts under the Express Scripts Indenture. A copy of the Express Scripts Twenty-Fifth Supplemental Indenture is filed with this Form 8-K as Exhibit 4.4 and is incorporated herein by reference.

New Cigna’s Guarantee of ESI Obligations

On December 20, 2018, in connection with the Merger, New Cigna, ESI and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee (“MUFG”), entered into that certain ninth supplemental indenture (the “ESI Ninth Supplemental Indenture”) to the base indenture, dated as of June 9, 2009, by and among ESI, certain subsidiaries of ESI and MUFG (as supplemented, the “ESI Indenture”). The ESI Ninth Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by ESI under the ESI Indenture. A copy of the ESI Ninth Supplemental Indenture is filed with this Form 8-K as Exhibit 4.5 and is incorporated herein by reference.

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New Cigna’s Guarantee of Medco Obligations

On December 20, 2018, in connection with the Merger, New Cigna, Medco and U.S. Bank Trust National Association, as trustee (“U.S. Bank Trust”), entered into that certain second supplemental indenture (the “Medco Second Supplemental Indenture”) to the base indenture, dated as of March 18, 2008, by and between Medco and U.S. Bank Trust (as supplemented, the “Medco Indenture”). The Medco Second Supplemental Indenture provides for the guarantee by New Cigna of the outstanding notes issued by Medco under the Medco Indenture. A copy of the Medco Second Supplemental Indenture is filed with this Form 8-K as Exhibit 4.6 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

Exhibit No.
 
Description of Exhibit

 
 
Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed with the SEC on March 9, 2018).

 
 
Amendment No. 1 to Agreement and Plan of Merger, dated as of June 27, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Express Scripts Holding Company, Halfmoon Parent, Inc. (now known as Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. (incorporated by reference to Exhibit 2.1 to Express Scripts Holding Company’s Current Report on Form 8-K filed with the SEC on July 2, 2018).

 
 
Amended and Restated Certificate of Incorporation of Express Scripts Holding Company.

 
 
Amended and Restated Bylaws of Express Scripts Holding Company.

 
 
Second Supplemental Indenture dated as of December 20, 2018, by and among Express Scripts Holding Company, Cigna Holding Company (formerly known as Cigna Corporation) and U.S. Bank National Association, as Trustee, to that certain base indenture dated as of September 17, 2018, by and among Halfmoon Parent, Inc. (now known as Cigna Corporation) and U.S. Bank National Association (as supplemented by that certain first supplemental indenture thereto dated as of September 17, 2018).

 
 
Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto.

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Additional Guarantor Supplement dated as of December 20, 2018, by Express Scripts Holding Company and Cigna Holding Company (formerly known as Cigna Corporation) to that certain Term Loan Credit Agreement dated as of April 6, 2018, by and among Cigna Corporation (now known as Cigna Holding Company), Halfmoon Parent, Inc. (now known as Cigna Corporation), Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto.

 
 
Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts Holding Company and Wells Fargo Bank, National Association, as Trustee, to that certain base indenture, dated as of November 21, 2011, by and between Express Scripts Holding Company and Wells Fargo Bank, National Association.

 
 
Ninth Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as Trustee, to that certain base indenture, dated as of June 9, 2009, by and among Express Scripts, Inc., certain subsidiaries of Express Scripts, Inc. and MUFG.

 
 
Second Supplemental Indenture, dated as of December 20, 2018, by and among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), Medco Health Solutions, Inc. and U.S. Bank Trust National Association, as Trustee, to that certain base indenture dated as of March 18, 2008, by and between Medco Health Solutions, Inc. and U.S. Bank Trust National Association.

 
 
Press Release, dated December 20, 2018.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


EXPRESS SCRIPTS HOLDING COMPANY


Date: December 20, 2018
By:
/s/ Bradley Phillips


Name: Bradley Phillips


Title: Vice President and Assistant Treasurer


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Exhibit 3.1
AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EXPRESS SCRIPTS HOLDING COMPANY

ARTICLE I

The name of the corporation is Express Scripts Holding Company (the “ Corporation ”).

ARTICLE II

The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1.            The Corporation shall be authorized to issue 1,000 shares of capital stock, all of which 1,000 shares shall be shares of common stock, par value $0.01 per share (the “ Common Stock ”).

Section 2.            Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.  Each share of the Common Stock shall have one vote and the Common Stock shall vote together as a single class.

ARTICLE V

Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.

ARTICLE VI

In furtherance and not in limitation of those powers conferred by law, the board of directors of the Corporation (the “ Board ”) is expressly authorized and empowered to make, alter and repeal the by-laws of the Corporation (the “ By-Laws ”).

A-1
ARTICLE VII

Meetings of the stockholders shall be held at such place, within or without the State of Delaware as may be designated by, or in the manner provided in, the By-Laws or, if not so designated, at the registered office of the Corporation in the State of Delaware.  Elections of directors need not be by written ballot unless and to the extent that the By-Laws so provide.

ARTICLE VIII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereinafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE IX

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.

ARTICLE X

The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure the benefit of the heirs, executors and administrators of such a person.  No amendment, modification or repeal of this Article X shall affect or impair in any way the rights of any director or officer of the Corporation to indemnification under the provisions hereof with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or appeal.


A-2
Exhibit 3.2

BY-LAWS

of

EXPRESS SCRIPTS HOLDING COMPANY

dated as of December 20, 2018

TABLE OF CONTENTS

ARTICLE I

OFFICES

SECTION 1.
REGISTERED OFFICE
4
SECTION 2.
OTHER OFFICES
4

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.
ANNUAL MEETINGS
4
SECTION 2.
SPECIAL MEETINGS
4
SECTION 3.
VOTING
4
SECTION 4.
QUORUM
5
SECTION 5.
NOTICE OF MEETINGS
5
SECTION 6.
ACTION WITHOUT MEETING
5

ARTICLE III

DIRECTORS

SECTION 1.
NUMBER AND TERM
5
SECTION 2.
RESIGNATIONS
5
SECTION 3.
VACANCIES
6
SECTION 4.
REMOVAL
6
SECTION 5.
COMMITTEES
6
SECTION 6.
MEETINGS
6
SECTION 7.
QUORUM
6
SECTION 8.
COMPENSATION
7
SECTION 9.
ACTION WITHOUT MEETING
7

ARTICLE IV

OFFICERS

SECTION 1.
OFFICERS
7
SECTION 2.
PRESIDENT
7
SECTION 3.
VICE PRESIDENTS
7
SECTION 4.
TREASURER
7
SECTION 5.
SECRETARY
8
SECTION 6.
ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
8

ARTICLE V

MISCELLANEOUS

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SECTION 1.
CERTIFICATES OF STOCK
8
SECTION 2.
LOST CERTIFICATES
8
SECTION 3.
TRANSFER OF SHARES
8
SECTION 4.
STOCKHOLDERS RECORD DATE
9
SECTION 5.
DIVIDENDS
9
SECTION 6.
FISCAL YEAR
9
SECTION 7.
CHECKS
9
SECTION 8.
NOTICE AND WAIVER OF NOTICE
10

ARTICLE VI

INDEMNIFICATION

SECTION 1.
INDEMNIFICATION
10
SECTION 2.
INDEMNIFICATION OF EMPLOYEES AND AGENTS
10
SECTION 3.
INSURANCE
10

ARTICLE VII

AMENDMENTS

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ARTICLE I

OFFICES

SECTION 1.       REGISTERED OFFICE – The address, including street, number, city, and county, of the registered office of Express Scripts Holding Company (the “Corporation”) in the State of Delaware is c/o the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Trust Company.

SECTION 2.       OTHER OFFICES – The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.       ANNUAL MEETINGS – Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.       SPECIAL MEETINGS – Special meetings of the stockholders for any purpose or purposes may be called by the Chairman, the President or the Secretary, or by resolution of a majority of the Board of Directors.

SECTION 3.       VOTING – Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.       QUORUM – Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.       NOTICE OF MEETINGS – Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.       ACTION WITHOUT MEETING – Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.       NUMBER AND TERM – The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person.  The exact number of directors shall initially be three and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 2.       RESIGNATIONS – Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

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SECTION 3.       VACANCIES – If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.       REMOVAL – Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.       COMMITTEES – The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.

SECTION 6.       MEETINGS – The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the notice of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.       QUORUM – A majority of the Directors shall constitute a quorum for the transaction of business.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

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SECTION 8.       COMPENSATION – Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.       ACTION WITHOUT MEETING – Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.       OFFICERS – The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as it may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.       PRESIDENT – The President shall be the Chief Operating Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation.

SECTION 3.       VICE PRESIDENTS – Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.       TREASURER – The Treasurer shall be the Chief Financial Officer of the Corporation.  He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman, or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chairman, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

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SECTION 5.       SECRETARY – The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws.  He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman or the President.

SECTION 6.       ASSISTANT TREASURERS AND ASSISTANT SECRETARIES – Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.       CERTIFICATES OF STOCK – Each stockholder shall be entitled to a certificate of stock certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.       LOST CERTIFICATES – A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.       TRANSFER OF SHARES – The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

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SECTION 4.       STOCKHOLDERS RECORD DATE – In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:  (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed:  (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.       DIVIDENDS – Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.       FISCAL YEAR – The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 7.       CHECKS – All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

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SECTION 8.       NOTICE AND WAIVER OF NOTICE – Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

INDEMNIFICATION

SECTION 1.       INDEMNIFICATION – The Corporation, to the fullest extent permitted by the Delaware General Corporation Law, including, without limitation, to the fullest extent permitted by Section 145 of the same (as that section may be amended and supplemented from time to time), shall have the power to indemnify any director or officer of the Corporation against any expenses, liabilities or other matters referred to in or covered by that Section.  The indemnification provided for in this Article VI (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under these By-Laws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) shall continue as to a person who has ceased to be a director or officer and (iii) shall inure to the benefit of the heirs, executors and administrators of such person.

SECTION 2.       INDEMNIFICATION OF EMPLOYEES AND AGENTS – The Board of Directors in its discretion shall have the power on behalf of the Corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that such person, or such person’s testator or intestate, is or was an employee or agent of the Corporation.

SECTION 3.       INSURANCE – The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the Delaware General Corporation Law.

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ARTICLE VII

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.


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Exhibit 4.1

EXECUTION VERSION

SUPPLEMENTAL INDENTURE
IN RESPECT OF SUBSIDIARY GUARANTEES
 
SUPPLEMENTAL INDENTURE No. 2, dated as of December 20, 2018 (this “ Supplemental Indenture ”), among CIGNA HOLDING COMPANY (formerly known as Cigna Corporation), a Delaware corporation and EXPRESS SCRIPTS HOLDING COMPANY, a Delaware corporation (each a “ Guarantor ” and together the “ Guarantors ”), CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.), a Delaware corporation (the “ Company ”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee under the Indenture referred to below.
 
RECITALS
 
WHEREAS, the Company and the Trustee have heretofore become parties to an Indenture, dated as of September 17, 2018 (the “ Base Indenture ” and, as supplemented by the Supplemental Indenture No. 1 (the “ First Supplemental Indenture ”), dated as of September 17, 2018, and together with and as supplemented by any other supplemental indentures entered into from time to time, the “ Indenture ”), providing for the issuance of the Senior Notes of the Company as defined therein (the “ Notes ”);
 
WHEREAS, Section 2.20 of the First Supplemental Indenture provides that in the event that the Acquisition is consummated prior to the consummation of the Required Merger, the Company shall cause the Guarantors to promptly execute and deliver to the Trustee a supplemental indenture pursuant to which each Guarantor shall guarantee payment of the Senior Notes, whereupon such entities shall each become a Guarantor for all purposes under the Indenture;
 
WHEREAS, each Guarantor desires to enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such Guarantor has guaranteed; and
 
WHEREAS, pursuant to Section 9.01(11) of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder of the Senior Notes;
 
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Company and the Trustee mutually covenant and agree for the benefit of the Holders of the Senior Notes as follows:
 
1.            Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
 
2.            Agreement to Guarantee . Each Guarantor, as primary obligor and not merely as surety, hereby jointly and severally, irrevocably and fully and unconditionally guarantees to each Holder of the Notes and to the Trustee and its successor and assigns (each, a “ Guarantee ”) on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness of such Guarantor the punctual payment when due of all monetary obligations of the Company under the Indenture (with respect to the Senior Notes) and the Senior Notes, whether for principal of or interest on the Senior Notes, on the terms and subject to the conditions set forth in VII of the First Supplemental Indenture and agrees to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Guarantor.
 
3.            Termination, Release and Discharge . Each Guarantor’s Guarantee shall terminate and be of no further force or effect, and each Guarantor shall be released and discharged from all obligations in respect of such Guarantee, as and when provided in Section 4.03 of the First Supplemental Indenture.
 
4.            Parties . Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders of the Senior Notes and the Trustee, any legal or equitable right, remedy or claim under or in respect of each Guarantor’s Guarantee or any provision contained herein or in Article IV of the First Supplemental Indenture.
 
5.            Governing Law . This Supplemental Indenture and the Senior Notes shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof.
 
6.            Adoption, Ratification and Confirmation . The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed.
 
7.            Trustee Not Responsible for Recitals .  The recitals in this Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
 
8.            Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
 
9.            Headings . The section headings herein are for convenience only and shall not affect the construction hereof.
 
10.         Integral Part; Effect of Supplement on Indenture .  This Supplemental Indenture constitutes an integral part of the Base Indenture.  Except for the amendments and supplements made by this Supplemental Indenture (which only apply to the Senior Notes), the Base Indenture shall remain in full force and effect as executed.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
 
 
CIGNA HOLDING COMPANY

 
By:
/s/ Timothy D. Buckley
   
    Name:
Timothy D. Buckley
    Title:
Vice President and Treasurer

 
EXPRESS SCRIPTS HOLDING COMPANY

 
By:
/s/ Bradley Phillips
   
    Name:
Bradley Phillips
    Title:
Vice President and Assistant Treasurer

 
CIGNA CORPORATION

 
By:
/s/ Timothy D. Buckley
   
    Name:
Timothy D. Buckley
    Title:
Vice President and Treasurer

 
U.S. BANK NATIONAL ASSOCIATION as Trustee

 
By:
/s/ Gagendra Hiralal
   
    Name:
Gagendra Hiralal
    Title:
Assistant Vice President


[ Signature Page to Halfmoon Supplemental Indenture (Cigna/ESH – U.S. Bank) ]
Exhibit 4.2

EXECUTION VERSION

ADDITIONAL GUARANTOR SUPPLEMENT
 
December 20, 2018
 
JPMorgan Chase Bank, N.A., as Administrative Agent for the Banks party to the Revolving Credit and Letter of Credit Agreement dated as of April 6, 2018 and as amended as of November 15, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “ Credit Agreement ”).
 
Ladies and Gentlemen:
 
Reference is made to the Credit Agreement described above.  Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.
 
Each of the undersigned, Express Scripts Holding Company, a Delaware corporation and Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof.  Each of the undersigned confirms that the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as to such undersigned as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct (after giving effect to any qualifications therein) in all respects.
 
Without limiting the generality of the foregoing, each of the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Article XI thereof, to the same extent and with the same force and effect as if such undersigned were a signatory thereto as a Guarantor.
 
Each of the undersigned acknowledges that this Additional Guarantor Supplement shall be effective upon its execution and delivery by such undersigned to the Administrative Agent, and it shall not be necessary for the Administrative Agent or any Bank, or any of their Affiliates entitled to the benefits hereof, to execute this Additional Guarantor Supplement or any other acceptance hereof.  This Additional Guarantor Supplement shall be construed in accordance with and governed by the internal laws of the State of New York.
 
[ Remainder of Page Intentionally Left Blank ]
 
 
Very truly yours,
    
 
EXPRESS SCRIPTS HOLDING COMPANY

 
By:
/s/ Bradley Phillips

 
Name:
Bradley Phillips
 
Title:
Vice President and Assistant Treasurer
    
 
CIGNA HOLDING COMPANY

 
By:
/s/ Timothy D. Buckley

 
Name:
Timothy D. Buckley
 
Title:
Vice President and Treasurer
 

[ Signature Page to Guarantor Supplement (Revolver) ]
Exhibit 4.3

EXECUTION VERSION

ADDITIONAL GUARANTOR SUPPLEMENT
 
December 20, 2018
 
Morgan Stanley Senior Funding, Inc., as Administrative Agent for the Banks party to the Term Loan Credit Agreement dated as of April 6, 2018, among Cigna Corporation (formerly known as Halfmoon Parent, Inc.), a Delaware corporation, Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation, the Guarantors referred to therein, the Banks party thereto from time to time, and the Administrative Agent (as extended, renewed, amended or restated from time to time, the “ Credit Agreement ”).
 
Ladies and Gentlemen:
 
Reference is made to the Credit Agreement described above.  Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.
 
Each of the undersigned, Express Scripts Holding Company, a Delaware corporation and Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof.  Each of the undersigned confirms that the representations and warranties set forth in Article VI of the Credit Agreement are true and correct in all material respects as to such undersigned as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct (after giving effect to any qualifications therein) in all respects.
 
Without limiting the generality of the foregoing, each of the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Article XI thereof, to the same extent and with the same force and effect as if such undersigned were a signatory thereto as a Guarantor.
 
Each of the undersigned acknowledges that this Additional Guarantor Supplement shall be effective upon its execution and delivery by such undersigned to the Administrative Agent, and it shall not be necessary for the Administrative Agent or any Bank, or any of their Affiliates entitled to the benefits hereof, to execute this Additional Guarantor Supplement or any other acceptance hereof.  This Additional Guarantor Supplement shall be construed in accordance with and governed by the internal laws of the State of New York.
 
[ Remainder of Page Intentionally Left Blank ]
 
 
Very truly yours,
    
 
EXPRESS SCRIPTS HOLDING COMPANY
    
 
By:
/s/ Bradley Phillips
    
 
Name:
Bradley Phillips
 
Title:
Vice President and Assistant Treasurer

 
CIGNA HOLDING COMPANY
    
 
By:
   /s/ Timothy D. Buckley

 
Name:
Timothy D. Buckley
 
Title:
Vice President and Treasurer


[ Signature Page to Guarantor Supplement (Term Loan) ]
Exhibit 4.4

EXECUTION VERSION

TWENTY-FIFTH SUPPLEMENTAL INDENTURE

The Twenty-Fifth Supplemental Indenture, dated as of December 20, 2018 (this “ Twenty-Fifth Supplemental Indenture ”), among CIGNA CORPORATION (formerly known as Halfmoon Parent Inc.) (the “ Parent Guarantor ”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS HOLDING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “ Company ”) and a direct Subsidiary of the Parent and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”).
 
RECITALS:
 
WHEREAS, the Company, the Guarantors, and the Trustee are parties to an Indenture, dated as of November 21, 2011 (the “ Base Indenture ” and, as amended, supplemented and otherwise modified on or prior to the date hereof, including by this Twenty-Fifth Supplemental Indenture, the “ Indenture ”), relating to the issuance from time to time by the Company of its Securities on terms specified at the time of issuance;
 
WHEREAS, each of (a) that certain Section 7.1(9) of (1) that certain Third Supplemental Indenture to the Base Indenture, dated as of November 21, 2011 (the “ Third Supplemental Indenture ”), relating to the 4.750% Senior Notes due 2021, (2) that certain Fourth Supplemental Indenture to the Base Indenture, dated as of November 21, 2011 (the “ Fourth Supplemental Indenture ”), relating to the 6.125% Senior Notes due 2041 and (3) that certain Seventh Supplemental Indenture to the Base Indenture, dated as of February 9, 2012 (the “ Seventh Supplemental Indenture ”), relating to the 3.900% Senior Notes due 2022 and (b) Section 5.1(9) of (1) that certain Twelfth Supplemental Indenture to the Base Indenture, dated as of June 5, 2014 (the “ Twelfth Supplemental Indenture ”), relating to the 2.25% Senior Notes due 2019, (2) that certain Thirteenth Supplemental Indenture to the Base Indenture, dated as of June 5, 2014 (the “ Thirteenth Supplemental Indenture ”), relating to the 3.50% Senior Notes due 2024, (3) that certain Sixteenth Supplemental Indenture to the Base Indenture, dated as of February 25, 2016 (the “ Sixteenth Supplemental Indenture ”), relating to the 3.300% Senior Notes due 2021, (4) that certain Seventeenth Supplemental Indenture to the Base Indenture, dated as of February 25, 2016 (the “ Seventeenth Supplemental Indenture ”), relating to the 4.500% Senior Notes due 2026, (5) that certain Eighteenth Supplemental Indenture to the Base Indenture, dated as of July 5, 2016 (the “ Eighteenth Supplemental Indenture ”), relating to the 3.000% Senior Notes due 2023, (6) that certain Nineteenth Supplemental Indenture to the Base Indenture, dated as of July 5, 2016 (the “ Nineteenth Supplemental Indenture ”), relating to the 3.400% Senior Notes due 2027, (7) that certain Twentieth Supplemental Indenture to the Base Indenture, dated as of July 5, 2016 (the “ Twentieth Supplemental Indenture ”), relating to the 4.800% Senior Notes due 2046, (8) that certain Twenty-Second Supplemental Indenture to the Base Indenture, dated as of November 30, 2017 (the “ Twenty-Second Supplemental Indenture ”), relating to the 2.600% Senior Notes due 2020, (9) that certain Twenty-Third Supplemental Indenture to the Base Indenture, dated as of November 30, 2017 (the “ Twenty-Third Supplemental Indenture ”), relating to the Floating Rate Notes due 2020 and (10) that certain Twenty-Fourth Supplemental Indenture to the Base Indenture, dated as of November 30, 2017 (the “ Twenty-Fourth Supplemental Indenture ” and, together with the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Seventh Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-Second Supplemental Indenture and the Twenty-Third Supplemental Indenture, the “ Supplemental Indentures ”), relating to the 3.050% Senior Notes due 2022 (together with the 4.750% Senior Notes due 2021, the 6.125% Senior Notes due 2041, the 3.900% Senior Notes due 2022, the 2.25% Senior Notes due 2019, the 3.50% Senior Notes due 2024, the 3.300% Senior Notes due 2021, the 4.500% Senior Notes due 2026, the 3.000% Senior Notes due 2023, the 3.400% Senior Notes due 2027, the 4.800% Senior Notes due 2046, the 2.600% Senior Notes due 2020 and the Floating Rate Notes due 2020, the “ Notes ”), provides that the Company and the Trustee may enter into a supplemental indenture to make any amendment or supplement to the Base Indenture, the applicable Supplemental Indenture and the terms of the Notes issued thereunder, as long as that amendment or supplement does not adversely affect the interests of the Holders of any of the applicable Notes in any material respect (in each case to be evidenced by an Opinion of Counsel);
 
WHEREAS, the Parent Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Notes or the Indenture but desires to guarantee unconditionally all of the Company’s obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein; and
 
WHEREAS, all conditions and requirements of the Indenture necessary to make this Twenty-Fifth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
 
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the Parent Guarantor, the Company and the Trustee agree as follows:
 
ARTICLE I
 
PARENT GUARANTEE
 
Section 1.01       Parent Guarantee .
 
(a)            The Parent Guarantor, as primary obligor and not merely as surety, hereby irrevocably and fully and unconditionally guarantees to each Holder of the Notes and to the Trustee and its successor and assigns (the “ Parent Guarantee ”) on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness of the Parent Guarantor, the punctual payment when due of all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes.  The obligations of the Parent Guarantor hereunder shall be joint and several with the obligations of the other Guarantors pursuant to their Guarantees under the Indenture.
 
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(b)            The obligations of the Parent Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Parent Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of the Parent Guarantor under the Parent Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
 
(c)            The Parent Guarantor further agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantor hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor.
 
(d)            The Parent Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in Section 1.03 ) the Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and the Parent Guarantee. The Parent Guarantee is a guarantee of payment and not of collection.
 
Section 1.02       Continuing Parent Guarantee .
 
(a)            The Parent Guarantee shall be a continuing guarantee and shall, subject to Section 1.03 , (i) remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition), (ii) be binding upon the Parent Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.
 
(b)            The obligations of the Parent Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or terminated the obligations of the Parent Guarantor hereunder and under the Parent Guarantee (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Parent Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or the Parent Guarantor or otherwise, all as though such payment had not been made.
 
Section 1.03       Release of Parent Guarantee .
 
(a)            The Parent Guarantor will be automatically and unconditionally released from its obligations under the Indenture and with respect to the Parent Guarantee (any of the following, a “ Parent Guarantee Release Condition ”):

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(i)          with respect to any series of Notes, as applicable, if the Company exercises its legal defeasance option or its covenant defeasance option as described in Sections 12.2 and 12.3, respectively, of the Base Indenture with respect to such series of Notes or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture in respect of such series of Notes;
 
(ii)         with respect to all series of Notes, on the date upon which the Company ceases to be a Subsidiary of the Parent Guarantor that is organized or established under the laws of the United States of America, any state thereof or the District of Columbia, or upon the conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person (other than to any Subsidiary of the Parent Guarantor that is organized or established under the laws of the United States of America, any state thereof or the District of Columbia);
 
(iii)        with respect to all series of Notes, upon either (x) the substantially simultaneous termination, release or discharge of indebtedness for borrowed money of the Company or Cigna Holding Company (formerly known as Cigna Corporation), a Delaware corporation (“ CHC ”) (including any release or discharge that would be conditioned on the termination, release or discharge of any guarantee or indebtedness for borrowed money) or (y) any other event or circumstance, in each case, as a result of which or upon which the aggregate principal amount of indebtedness for borrowed money issued or borrowed by the Company and CHC (collectively) constitutes no more than 20.0% of the aggregate principal amount of indebtedness for borrowed money of the Parent Guarantor and its Subsidiaries, on a consolidated basis, as of such time; or
 
(iv)        with respect to all series of Notes, upon the release of the Company’s guarantee pursuant to Section 3 of that certain Supplemental Indenture No. 2, dated as of December 20, 2018, among CHC, the Company, the Parent Guarantor and U.S. Bank National Association, as trustee, to that certain Indenture, dated as of September 17, 2018, between the Parent Guarantor and U.S. Bank National Association, as supplemented by that certain Supplemental Indenture No. 1, dated as of September 17, 2018.
 
(b)            At the request of the Company or the Parent Guarantor, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee will execute any documents reasonably requested by the Company or the Parent Guarantor evidencing such release.
 
(c)            If the Parent Guarantor is released from its obligations hereunder pursuant to this Section 1.03, it shall cease to be the “Parent Guarantor” as defined in and for purposes hereof.
 
(d)            For the avoidance of doubt, the terms of Section 1.03(a)(ii) hereof shall be interpreted in a manner consistent with that set forth in Section 8.1(2) of the Base Indenture.

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Section 1.04        Notation Not Required .  Neither the Company nor the Parent Guarantor shall be required to make a notation on the Notes to reflect the Parent Guarantee or any release thereof.
 
Section 1.05        Waiver of Subrogation .  The Parent Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Parent Guarantor’s obligations under the Parent Guarantee and the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights in relation to the Trustee until all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of the Indenture. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.
 
Section 1.06        Notices .  Notice to the Parent Guarantor shall be sufficient if addressed to the Parent Guarantor care of the Company at the address, place and manner provided in Section 1.5 of the Base Indenture.
 
    ARTICLE II
 
MISCELLANEOUS
 
Section 2.01        Integral Part; Effect of Supplement on Indenture .  This Twenty-Fifth Supplemental Indenture constitutes an integral part of the Indenture.  Except for the amendments and supplements made by this Twenty-Fifth Supplemental Indenture, the Base Indenture shall remain in full force and effect as executed.
 
Section 2.02        Capitalized Terms .  For purposes of this Twenty-Fifth Supplemental Indenture:
 
(a)            Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture;
 
(b)            All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and
 
(c)            The terms “herein,” hereof,” “hereunder” and other words of similar import refer to this Twenty-Fifth Supplemental Indenture.
 
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Section 2.03        Adoption, Ratification and Confirmation .  The Indenture, as supplemented by this Twenty-Fifth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
 
Section 2.04        Trustee Not Responsible for Recitals .  The recitals in this Twenty-Fifth Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.  The Trustee makes no representations as to the validity or sufficiency of this Twenty-Fifth Supplemental Indenture.
 
Section 2.05        Counterparts .  This Twenty-Fifth Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.
 
Section 2.06        Governing Law .  This Twenty-Fifth Supplemental Indenture and the Parent Guarantee hereunder shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 2.07        Conflict with Trust Indenture Act .  If any provision of this Twenty-Fifth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern this Twenty-Fifth Supplemental Indenture, the latter provision shall control.  If any provision of this Twenty-Fifth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to the Twenty-Fifth Supplemental Indenture as so modified or to be excluded, as the case may be.
 
Section 2.08        FATCA . The Company confirms to the Trustee it has no knowledge that this Supplemental Indenture has resulted in a material modification of the Notes for purposes of Sections 1471 through 1474 of the Code (“FATCA”). The Company shall give the Trustee prompt written notice of any material modification of the Notes deemed to occur for FATCA purposes of which it has knowledge. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes to the knowledge of the Company, unless the Trustee receives written notice of such modification from the Company.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Fifth Supplemental Indenture to be duly executed as of the date first above written.
 
 
CIGNA CORPORATION
 
 
By:
/s/ Timothy D. Buckley
 
 

Name:
Timothy D. Buckley
 

Title:
Vice President and Treasurer

 
EXPRESS SCRIPTS HOLDING COMPANY

 
By:
/s/ Bradley Phillips
 
 

Name:
Bradley Phillips
 

Title:
Vice President and Assistant Treasurer

 
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

 
By:
/s/ Raymond Delli Colli
 
 

Name:
Raymond Delli Colli
 

Title:
Vice President


[ Signature Page to Twenty-Fifth Supplemental Indenture (ESH) ]
Exhibit 4.5

EXECUTION VERSION

NINTH SUPPLEMENTAL INDENTURE
 
The Ninth Supplemental Indenture, dated as of December 20, 2018 (this “ Supplemental Indenture No. 9 ”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “ Parent Guarantor ”), a corporation organized and existing under the laws of the State of Delaware, EXPRESS SCRIPTS, INC. (the “ Company ”), a corporation organized and existing under the laws of the State of Delaware and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee (the “ Trustee ”).
 
RECITALS:
 
WHEREAS, the Company and the Trustee are parties to the Indenture, dated as of June 9, 2009 (the “ Base Indenture ” and, as amended, supplemented and otherwise modified on or prior to the date hereof, including by this Ninth Supplemental Indenture, the “ Indenture ”), relating to the issuance from time to time by the Company of its Securities on terms specified at the time of issuance;
 
WHEREAS, the Company has issued pursuant to the Third Supplemental Indenture, dated as of June 9, 2009 (“ Third Supplemental Indenture ”), relating to the Base Indenture its 7.250% Senior Notes due 2019 (the “ Notes ”);
 
WHEREAS, Section 7.01(9) of the Third Supplemental Indenture provides that the Company and the Trustee may make any amendment or supplement to the Base Indenture, the Third Supplemental Indenture or the Notes as long as that amendment or supplement does not adversely affect the interests of the Holders of any Notes in any material respect;
 
WHEREAS, the Parent Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Notes or the Indenture but desires to guarantee unconditionally all of the Company’s obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein; and
 
WHEREAS, all conditions and requirements of the Indenture necessary to make this Ninth Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
 
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the Parent Guarantor, the Company and the Trustee agree as follows:
 
ARTICLE I
 
PARENT GUARANTEE
 
Section 1.01       Parent Guarantee .
 
(a)            The Parent Guarantor, as primary obligor and not merely as surety, hereby irrevocably and fully and unconditionally guarantees to each Holder of the Notes and to the Trustee and its successor and assigns (the “ Parent Guarantee ”) on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness of the Parent Guarantor, the punctual payment when due of all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes.  The obligations of the Parent Guarantor hereunder shall be joint and several with the obligations of the other Guarantors pursuant to their Guarantees under the Indenture.
 
(b)            The obligations of the Parent Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Parent Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of the Parent Guarantor under the Parent Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
 
(c)            The Parent Guarantor further agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantor hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor.
 
(d)            The Parent Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and the Parent Guarantee. The Parent Guarantee is a guarantee of payment and not of collection.
 
Section 1.02       Continuing Parent Guarantee .
 
(a)            The Parent Guarantee shall be a continuing guarantee and shall (i) remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition), (ii) be binding upon the Parent Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.
 
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(b)            The obligations of the Parent Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or terminated the obligations of the Parent Guarantor hereunder and under the Parent Guarantee (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Parent Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or the Parent Guarantor or otherwise, all as though such payment had not been made.
 
Section 1.03       [Reserved] .
 
Section 1.04        Notation Not Required .  Neither the Company nor the Parent Guarantor shall be required to make a notation on the Notes to reflect the Parent Guarantee or any release thereof.
 
Section 1.05        Waiver of Subrogation .  The Parent Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Parent Guarantor’s obligations under the Parent Guarantee and the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights in relation to the Trustee until all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of the Indenture. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.
 
Section 1.06        Notices .  Notice to the Parent Guarantor shall be sufficient if addressed to the Parent Guarantor care of the Company at the address, place and manner provided in Section 105 of the Base Indenture.
 
    ARTICLE II
 
MISCELLANEOUS
 
Section 2.01        Integral Part; Effect of Supplement on Indenture .  This Ninth Supplemental Indenture constitutes an integral part of the Indenture.  Except for the amendments and supplements made by this Ninth Supplemental Indenture, the Base Indenture shall remain in full force and effect as executed.
 
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Section 2.02        Capitalized Terms .  For purposes of this Ninth Supplemental Indenture:
 
(a)            Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture;
 
(b)            All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and
 
(c)            The terms “herein,” hereof,” “hereunder” and other words of similar import refer to this Ninth Supplemental Indenture.
 
Section 2.03        Adoption, Ratification and Confirmation .  The Indenture, as supplemented by this Ninth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
 
Section 2.04        Trustee Not Responsible for Recitals .  The recitals in this Ninth Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.  The Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture.
 
Section 2.05        Counterparts .  This Ninth Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.
 
Section 2.06        Governing Law .  This Ninth Supplemental Indenture and the Parent Guarantee hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles thereof.
 
Section 2.07        Conflict with Trust Indenture Act .  If any provision of this Ninth Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern this Ninth Supplemental Indenture, the latter provision shall control.  If any provision of this Ninth Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to the Ninth Supplemental Indenture as so modified or to be excluded, as the case may be.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the date first above written.
 
 
CIGNA CORPORATION

 
By:
/s/ Timothy D. Buckley
 
 

Name:
Timothy D. Buckley
 
Title:
Vice President and Treasurer

 
EXPRESS SCRIPTS, INC.
   
 
By:
/s/ Bradley Phillips
 
 

Name:
Bradley Phillips
 
Title:
Vice President
     
 
MUFG Union Bank, N.A., AS TRUSTEE
   
 
By:
/s/ Marion Zinowski
 
 

Name:
Marion Zinowski
 
Title:
Vice President

 
[ Signature Page to Ninth Supplemental Indenture (ESI-MUFG) ]
Exhibit 4.6

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE
 
The Second Supplemental Indenture, dated as of December 20, 2018 (this “ Second Supplemental Indenture ”), among CIGNA CORPORATION (formerly known as Halfmoon Parent, Inc.) (the “ Parent Guarantor ”), a corporation organized and existing under the laws of the State of Delaware, MEDCO HEALTH SOLUTIONS, INC. (the “ Company ”), a corporation organized and existing under the laws of the State of Delaware and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”).
 
RECITALS:
 
WHEREAS, the Company and the Trustee are parties to the Indenture, dated as of March 18, 2008 (the “ Base Indenture ” and, as amended, supplemented and otherwise modified on or prior to the date hereof, including by this Second Supplemental Indenture, the “ Indenture ”), relating to the issuance from time to time by the Company of its Securities on terms specified at the time of issuance;
 
WHEREAS, the Company has issued pursuant to the Base Indenture its 4.125% Senior Notes due 2020 (the “ Notes ”);
 
WHEREAS, Section 901(9) of Base Indenture provides that the Company and the Trustee may make any provision with respect to matters or questions arising under the Indenture provided that such action does not does not adversely affect the interests of the Holders of Securities of any series in any material respect;
 
WHEREAS, the Parent Guarantor is not under any obligation to guarantee any of the Company’s obligations under the Notes or the Indenture but desires to guarantee unconditionally all of the Company’s obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein; and
 
WHEREAS, all conditions and requirements of the Indenture necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto.
 
NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the Parent Guarantor, the Company and the Trustee agree as follows:
 
ARTICLE I
 
PARENT GUARANTEE
 
Section 1.01      Parent Guarantee .
 
(a)            The Parent Guarantor, as primary obligor and not merely as surety, hereby irrevocably and fully and unconditionally guarantees to each Holder of the Notes and to the Trustee and its successor and assigns (the “ Parent Guarantee ”) on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness of the Parent Guarantor, the punctual payment when due of all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes.  The obligations of the Parent Guarantor hereunder shall be joint and several with the obligations of the other Guarantors pursuant to their Guarantees under the Indenture.
 
(b)            The obligations of the Parent Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of the Parent Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee, result in the obligations of the Parent Guarantor under the Parent Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.
 
(c)            The Parent Guarantor further agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Indenture, the Notes or the obligations of the Company or any other Guarantor hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor.
 
(d)            The Parent Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Parent Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and the Parent Guarantee. The Parent Guarantee is a guarantee of payment and not of collection.
 
Section 1.02      Continuing Parent Guarantee .
 
(a)            The Parent Guarantee shall be a continuing guarantee and shall (i) remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition), (ii) be binding upon the Parent Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.
 
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(b)            The obligations of the Parent Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or terminated the obligations of the Parent Guarantor hereunder and under the Parent Guarantee (whether such payment shall have been made by or on behalf of the Company or by or on behalf of the Parent Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or the Parent Guarantor or otherwise, all as though such payment had not been made.
 
Section 1.03      [Reserved] .
 
Section 1.04       Notation Not Required .  Neither the Company nor the Parent Guarantor shall be required to make a notation on the Notes to reflect the Parent Guarantee or any release thereof.
 
Section 1.05       Waiver of Subrogation .  The Parent Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Parent Guarantor’s obligations under the Parent Guarantee and the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights in relation to the Trustee until all monetary obligations of the Company under the Indenture and the Notes, whether for principal of or interest on the Notes, are paid in full. If any amount shall be paid to the Parent Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall have been deemed to have been paid to the Parent Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether matured or unmatured, in accordance with the terms of the Indenture. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.
 
Section 1.06       Notices .  Notice to the Parent Guarantor shall be sufficient if addressed to the Parent Guarantor care of the Company at the address, place and manner provided in Section 105 of the Base Indenture.
 
ARTICLE II
 
MISCELLANEOUS
 
Section 2.01       Integral Part; Effect of Supplement on Indenture .  This Second Supplemental Indenture constitutes an integral part of the Indenture.  Except for the amendments and supplements made by this Second Supplemental Indenture, the Base Indenture shall remain in full force and effect as executed.
 
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Section 2.02       Capitalized Terms .  For purposes of this Second Supplemental Indenture:
 
(a)            Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture;
 
(b)            All references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Base Indenture; and
 
(c)            The terms “herein,” hereof,” “hereunder” and other words of similar import refer to this Second Supplemental Indenture.
 
Section 2.03       Adoption, Ratification and Confirmation .  The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
 
Section 2.04       Trustee Not Responsible for Recitals .  The recitals in this Second Supplemental Indenture are made by the Company, and the Trustee assumes no responsibility for the correctness of such recitals.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
 
Section 2.05       Counterparts .  This Second Supplemental Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original and all of which shall constitute but one and the same instrument.
 
Section 2.06       Governing Law .  This Second Supplemental Indenture and the Parent Guarantee hereunder shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles thereof.
 
Section 2.07       Conflict with Trust Indenture Act .  If any provision of this Second Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern this Second Supplemental Indenture, the latter provision shall control.  If any provision of this Second Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to the Second Supplemental Indenture as so modified or to be excluded, as the case may be.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
 
 
CIGNA CORPORATION

 
By:
/s/ Timothy D. Buckley
 
 

Name:
Timothy D. Buckley
 

Title:
Vice President and Treasurer

 
MEDCO HEALTH SOLUTIONS, INC.

 
By:
/s/ Bradley Phillips
 
 

Name:
Bradley Phillips
 
Title:
Vice President

 
U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE

 
By:
/s/ Gagendra Hiralal
 
 

Name:
Gagendra Hiralal
 

Title:
Assistant Vice President


[ Signature Page to Second   Supplemental Indenture (Medco-U.S. Bank) ]
Exhibit 99.1

Press Release


Cigna Completes Combination with Express Scripts,
Establishing a Blueprint to Transform the Health Care System


·
Cigna with Express Scripts to deliver improved affordability, choice, and predictability through flexible, open and connected solutions


·
Celebrates first day as a combined company by announcing an incremental investment of $200 million to support local communities, focused on improving societal health


·
Launches Healthier Kids for Our Future, a new community engagement program to improve the health and well-being of children globally

BLOOMFIELD, Conn. – December 20, 2018 – Cigna Corporation (NYSE: CI), a leading global health service company, has successfully completed its combination with Express Scripts Holding Company (“Express Scripts”) effective December 20, 2018. Consistent with its commitment to support local communities and improve societal health, Cigna also announced an incremental investment of $200 million to its charitable foundation and communities and is launching Healthier Kids for Our Future , a community engagement program focused on addressing the well-being of children globally.

“Today’s closing represents a major milestone in Cigna’s drive to transform our health care system for our customers, clients, partners and communities. Together, we are establishing a blueprint for personalized, whole person health care, further enhancing our ability to put the customer at the center of all we do by creating a flexible, open and connected model that improves affordability, choice and predictability. By approaching each individual as a whole person – body and mind as one – we are empowering and supporting customers to take control of their total health and well-being,” said David M. Cordani, President and Chief Executive Officer of Cigna. “ As a combined company, we are also going deeper into our local communities to help close gaps in care, and our $200 million investment will be a key driver of transforming health care at the societal and local levels.”

The combination of Cigna with Express Scripts integrates two complementary health care service companies, each with industry-leading cost trend capabilities, that together, are positioned to deliver better care, expanded choice and drive down health care costs. With Express Scripts, Cigna can dramatically accelerate the number and breadth of value-based relationships. This model of partnership aligns incentives to clinical outcomes, not just consumption of the medication or health care services, adding to Cigna's rapidly expanding collaborative care network. These relationships will be further strengthened by our comprehensive analytics platform, which is based on insights from one billion annual customer touchpoints, and is designed to drive transparency and engagement with clients and customers.

Healthier Kids for Our Future Initiative

As part of the $200 million investment and to mark the combined company’s first day of business, Cigna is launching Healthier Kids for Our Future .   Through a five-year $25 million investment, this new initiative will address the health and well-being needs of children around the world. In 2019, it will focus on putting children on a healthier path by eradicating childhood hunger and improving nutrition. Research has shown that food insecurity can significantly affect a child’s short- and long-term health and may lead to poorer health outcomes later in life.

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“To fundamentally shape the future of societal health, we need to make our communities healthier and more vibrant for the next generation. Cigna is targeting childhood hunger with Healthier Kids for Our Future to   make a meaningful – and early – impact on the health and well-being of children and drive measurable outcomes in the communities where we live, work and play,” said Cordani. “Community engagement and support are at the core of both Cigna and Express Scripts, and we are building on that heritage with this new initiative.”

Cigna's 74,000 employees will have opportunities to engage in the local efforts through coordinated volunteerism and philanthropy in their respective communities.

“As we launch our combined company, we have a highly-accomplished and experienced enterprise leadership team in place to guide our team around the world,” said Cordani. “We are excited about the opportunities to transform the health care system and improve societal health through our combination.”

Financial Details of Closing

Cigna expects the combination to deliver sustained attractive return for shareholders. As previously communicated, Cigna expects to deliver 2021 adjusted income from operations per share in the range of $20-21.

“We believe that this combination will also deliver sustained attractive return for shareholders in a highly dynamic health care market. We are significantly expanding our distribution reach and addressable markets, firmly positioning Cigna for future revenue and earnings growth. We expect continued strong margins and free cash flows, which will enable us to rapidly reduce our debt levels and reinvest in our business, while having additional capital available for deployment. We are confident in our ability to create significant shareholder value and further distinguish Cigna as the undisputed partner of choice,” Cordani concluded.

Shares of Cigna and Express Scripts ceased trading on the New York Stock Exchange (NYSE) and NASDAQ, respectively, on December 20, 2018. Beginning tomorrow morning, shares of the new combined Cigna (“New Cigna”) will start trading on the NYSE under the stock ticker symbol “CI.”

At the closing of the transaction, each outstanding share of Cigna common stock (other than certain excluded shares) was converted into one share of New Cigna common stock, and each outstanding share of Express Scripts common stock (other than certain excluded shares) was converted into (1) 0.2434 of a share of New Cigna common stock and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes. Immediately following the closing of the transaction, former Cigna stockholders own approximately 64 percent and former Express Scripts stockholders own approximately 36 percent of the shares of New Cigna common stock outstanding.

Cigna will provide full year 2019 guidance for the combined company on our fourth quarter earnings call on Friday, February 1, 2019 at 8:30 a.m. ET.

Morgan Stanley & Co. LLC was the sole financial advisor and provided a fairness opinion to the Cigna Board of Directors, Wachtell, Lipton, Rosen & Katz served as legal counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Sidley Austin LLP acted as regulatory counsel to Cigna. Centerview Partners LLC and Lazard Frères & Co. LLC were Express Scripts’ financial advisors, with Skadden, Arps, Slate, Meagher & Flom LLP serving as legal counsel and Holland & Knight LLP acting as regulatory counsel.

About Cigna
Cigna Corporation (NYSE: CI) is a global health service company dedicated to improving the health, well-being and peace of mind for those we serve. Cigna delivers choice, predictability, affordability and quality care through integrated capabilities and connected, personalized solutions that advance whole person health. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Cigna Health and Life Insurance Company, Connecticut General Life Insurance Company, Life Insurance Company of North America, Cigna Life Insurance Company of New York, Express Scripts companies or their affiliates. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance.

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Cigna maintains sales capability in over 30 countries and jurisdictions, and has more than 150 million customer relationships throughout the world. To learn more about Cigna ® , including links to follow us on Facebook or Twitter, visit www.cigna.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made with respect to information contained in this release, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on Cigna'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 our long-term projected adjusted income (loss) from operations outlook, future financial or operating performance, including our ability to deliver personalized and innovative solutions for our customers and clients; future growth, business strategy, strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; the merger (the “Merger”) with Express Scripts Holding Company (“Express Scripts”) and other statements regarding Cigna's future beliefs, expectations, plans, intentions, financial condition or performance. You may identify forward-looking statements by the use of words such as “believe,” “expect,” “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. 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 financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; 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; the outcome of litigation, regulatory audits, investigations, actions and/or guaranty fund assessments; uncertainties surrounding participation in government-sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; the possibility that the anticipated benefits (including anticipated synergies) from the Merger cannot be realized in full, or at all or may take longer to realize than expected; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the Merger;  the ability to retain key personnel; 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 on the Investor Relations section of www.cigna.com as well as on Express Scripts’ most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available on the Investor Relations section of www.express-scripts.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. Cigna 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.
NON-GAAP MEASURES AND FINANCIAL INFORMATION

Adjusted income (loss) from operations is a measure of profitability used by Cigna’s management because it presents the underlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. This consolidated measure is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. For the purpose of the projected 2021 adjusted income from operations, we have defined adjusted income from operations as shareholders’ net income excluding realized investment gains and losses, amortization of acquired intangible assets and special items.  Management is not able to provide a reconciliation to shareholders’ net income (loss) on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including (i) future net realized investment results and future special items. These items are inherently uncertain and depend on various factors, many of which are beyond our control. As such, any associated estimate and its impact on shareholders’ net income could vary materially.

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Contacts
Cigna Corporation
Will McDowell, Investor Relations
215-761-4198
William.McDowell2@cigna.com

or

Ellie Polack, Media Relations
860-902-4906
Elinor.Polack@Cigna.com