Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) The following Financial Statements can be found under Part II Item 8 of this Form 10-K:
Report of Independent Registered Public Accounting Firm. (Public Company Accounting Oversight Board ID: 238)
Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019.
Consolidated Balance Sheets as of December 31, 2021 and 2020.
Consolidated Statements of Changes in Total Equity for the years ended December 31, 2021, 2020 and 2019.
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019.
Notes to the Consolidated Financial Statements.
(2)The financial statement schedules listed in the Index to Financial Statement Schedules on page FS-1 which list is incorporated herein.
(3)Set forth in this Item 15 is a list of exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K.
(b)The exhibits listed in the accompanying "Index to Exhibits" in this Item 15 are filed or incorporated by reference as part of this Annual Report on Form 10-K.
(c)The financial statement schedules listed in the Index to Financial Statement Schedules on page FS-1 are filed as part of this Annual Report on Form 10-K.
INDEX TO EXHIBITS
Exhibits 10.1 through 10.37 are identified as compensatory plans, management contracts or arrangements pursuant to Item 15 of Form 10-K.
| 10.1(a) | Cigna Long-Term Incentive Plan, amended and restated effective April 28, 2021 (the "Cigna LTIP") | Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on May 3, 2021 and incorporated herein by reference. | ||||||
| 10.1(b) | Form of Cigna LTIP: Nonqualified Stock Option and Grant Letter | Filed by CHC as Exhibit 10.21 to Form 10-K for the year ended December 31, 2011 and incorporated herein by reference. | ||||||
| 10.1(c) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by CHC as Exhibit 10.2 to Form 10-Q for the period ended March 31, 2014 and incorporated herein by reference. | ||||||
| 10.1(d) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference. | ||||||
| 10.1(e) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by CHC as Exhibit 10.3 to Form 10-Q for the period ended March 31, 2017 and incorporated herein by reference. | ||||||
| 10.1(f) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by CHC as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2018 and incorporated herein by reference. | ||||||
| 10.1(g) | Form of Cigna LTIP: Strategic Performance Share Grant Agreement | Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference. | ||||||
| 10.1(h) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference. | ||||||
| 10.1(i) | Form of Cigna LTIP: Restricted Stock Grant Agreement | Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference. | ||||||
| 10.1(j) | Form of Cigna Stock Unit Plan: Restricted Stock Unit Grant Agreement | Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2019 and incorporated herein by reference. | ||||||
| 10.1(k) | Form of Cigna LTIP: Strategic Performance Share Grant Agreement | Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference. |
| 10.1(l) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference. | ||||||
| 10.1(m) | Form of Cigna LTIP: Restricted Stock Grant Agreement | Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference. | ||||||
| 10.1(n) | Form of Cigna LTIP: Restricted Stock Unit Grant Agreement | Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference. | ||||||
| 10.1(o) | Form of Cigna LTIP: Strategic Performance Share Grant Agreement | Filed by the registrant as Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | ||||||
| 10.1(p) | Form of Cigna LTIP: Nonqualified Stock Option Grant Agreement | Filed by the registrant as Exhibit 10.2 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | ||||||
| 10.1(q) | Form of Cigna LTIP: Restricted Stock Grant Agreement | Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | ||||||
| 10.1(r) | Form of Cigna LTIP: Restricted Stock Unit Grant Agreement | Filed by the registrant as Exhibit 10.4 to Quarterly Report on Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference. | ||||||
| 10.1(s) | Form of Cigna LTIP: Covenant Agreement | Filed by the registrant as Exhibit 10.5 to Quarterly Report on Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference. | ||||||
| 10.2 | Cigna Corporation Stock Plan, as amended through July 2000 | Filed by CHC as Exhibit 10.7 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. | ||||||
| 10.3 | Cigna Stock Unit Plan, as amended and restated effective February 22, 2017 | Filed by CHC as Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 and incorporated herein by reference. | ||||||
| 10.4(a) | Express Scripts Holding Company 2016 Long-Term Incentive Plan (the "ESRX LTIP") | Filed by ESRX as Appendix A to ESRX's Definitive Proxy Statement on Schedule 14A for its 2016 Annual Meeting of Stockholders, filed March 21, 2016 and incorporated herein by reference. | ||||||
| 10.4(b) | Form of Stock Option Grant Notice for Non-Employee Directors used with respect to grants of stock options by Express Scripts Holding Company to non-employee directors under the ESRX LTIP | Filed by ESRX as Exhibit 10.4 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference. | ||||||
| 10.4(c) | Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the ESRX LTIP | Filed by ESRX as Exhibit 10.7 to Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference. | ||||||
| 10.5(a) | Express Scripts, Inc. 2011 Long-Term Incentive Plan (as amended and restated effective April 2, 2012) (the "ESI LTIP") | Filed by the registrant as Exhibit 4.10 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. |
| 10.5(b) | Form of Stock Option Grant Notice for Non-Employee Directors used with respect to grants of stock options by Express Scripts Holding Company under the ESI LTIP | Filed by ESRX as Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated herein by reference. | ||||||
| 10.5(c) | Form of Stock Option Grant Notice used with respect to certain grants of stock options by Express Scripts Holding Company prior to 2013 under the ESI LTIP | Filed by ESRX as Exhibit 10.14 to the Current Report on Form 8-K on April 2, 2012 and incorporated herein by reference. | ||||||
| 10.5(d) | Form of Stock Option Grant Notice used with respect to grants of stock options by Express Scripts Holding Company under the ESI LTIP | Filed by ESRX as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference. | ||||||
| 10.6(a) | Medco Health Solutions, Inc. 2002 Stock Incentive Plan (as amended and restated effective April 2, 2012) | Filed by the registrant as Exhibit 4.11 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.6(b) | Form of terms and conditions for director stock option and restricted stock unit awards | Filed by Medco Health Solutions, Inc. as Exhibit 10.2 to the Current Report on Form 8-K on February 8, 2005 and incorporated herein by reference. | ||||||
| 10.7 | Accredo Health, Incorporated 2002 Long-Term Incentive Plan | Filed by the registrant as Exhibit 4.12 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.8 | Deferred Compensation Plan for Directors of Cigna Corporation, as amended and restated January 1, 1997 | Filed by CHC as Exhibit 10.1 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference. | ||||||
| 10.9 | Cigna Deferred Compensation Plan, as amended and restated October 24, 2001 | Filed by CHC as Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference. | ||||||
| 10.10 | Cigna Deferred Compensation Plan of 2005 effective as of January 1, 2005 | Filed by the registrant as Exhibit 4.6 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.11 | Express Scripts, Inc. Amended and Restated Executive Deferred Compensation Plan (effective December 31, 2004 and grandfathered for the purposes of Section 409A of the Code) | Filed by ESI as Exhibit No. 10.1 to the Current Report on Form 8-K on May 25, 2007 and incorporated herein by reference. | ||||||
| 10.12(a) | Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 (as amended and restated effective December 20, 2018) | Filed by the registrant as Exhibit 4.13 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.12(b) | Amendment No. 1 to the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 | Filed by the registrant as Exhibit 10.12(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. | ||||||
| 10.12(c) | Amendment No. 2 to the Express Scripts, Inc. Executive Deferred Compensation Plan of 2005 | Filed by the registrant as Exhibit 10.3 to Quarterly Report on Form 10-Q for the period ended June 30, 2021 and incorporated herein by reference. | ||||||
| 10.13(a) | Cigna Supplemental Pension Plan as amended and restated effective August 1, 1998 | Filed by CHC as Exhibit 10.15(a) to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. | ||||||
| 10.13(b) | Amendment No. 1 to the Cigna Supplemental Pension Plan, amended and restated effective as of September 1, 1999 | Filed by CHC as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. |
| 10.13(c) | Amendment No. 2 dated December 6, 2000 to the Cigna Supplemental Pension | Filed by CHC as Exhibit 10.16(c) to the Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference. | ||||||
| 10.14(a) | Cigna Supplemental Pension Plan of 2005 effective as of January 1, 2005 | Filed by CHC as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated herein by reference. | ||||||
| 10.14(b) | Amendment No. 1 to the Cigna Supplemental Pension Plan of 2005 | Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 and incorporated herein by reference. | ||||||
| 10.15(a) | Cigna Supplemental 401(k) Plan effective January 1, 2010 | Filed by the registrant as Exhibit 4.7 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.15(b) | Amendment No. 1 to the Cigna Supplemental 401(k) Plan | Filed by the registrant as Exhibit 10.15(b) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. | ||||||
| 10.15(c) | Amendment No. 2 to the Cigna Supplemental 401(k) Plan | Filed by the registrant as Exhibit 10.15(c) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. | ||||||
| 10.15(d) | Amendment No. 3 to the Cigna Supplemental 401(k) Plan | Filed by the registrant as Exhibit 10.15(d) to the Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference. | ||||||
| 10.16 | Cigna Corporation Non-Employee Director Compensation Program amended and restated effective February 26, 2014 | Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 and incorporated herein by reference. | ||||||
| 10.17(a) | Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective January 1, 2022 | Filed herewith. | ||||||
| 10.17(b) | Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective April 1, 2022 | Filed herewith. | ||||||
| 10.18 | Cigna Corporation Director Equity Plan, as amended December 4, 2020 | Filed by the registrant as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. | ||||||
| 10.19 | Cigna Restricted Share Equivalent Plan for Non-Employee Directors as amended and restated effective January 1, 2008 | Filed by CHC as Exhibit 10.4 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. | ||||||
| 10.20 | Deferred Compensation Plan of 2005 for Directors of Cigna Corporation, Amended and Restated effective April 28, 2010 | Filed by the registrant as Exhibit 4.8 to the Registration Statement on Form S-8 (No. 333-228930) on December 20, 2018 and incorporated herein by reference. | ||||||
| 10.21 | Form of Indemnification Agreement with Express Scripts Holding Company's executive officers and former members of the Express Scripts Holding Company's board of directors | Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on March 5, 2014 and incorporated herein by reference. | ||||||
| 10.22 | Cigna Executive Severance Benefits Plan as amended and restated effective December 21, 2020 | Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on October 30, 2020 and incorporated herein by reference. | ||||||
| 10.23 | Description of Severance Benefits for Executives in Non-Change of Control Circumstances | Filed by CHC as Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. |
| 10.24 | Cigna Executive Incentive Plan amended and restated as of January 1, 2012 | Filed by CHC as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 and incorporated herein by reference. | ||||||
| 10.25 | Description of Cigna Corporation Financial Services Program | Filed by CHC as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. | ||||||
| 10.26 | Offer Letter for Eric P. Palmer dated June 16, 2017 | Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on June 19, 2017 and incorporated herein by reference. | ||||||
| 10.27 | Nicole Jones' Offer of Employment dated April 27, 2011 | Filed by CHC as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended March 31, 2012 and incorporated herein by reference. | ||||||
| 10.28 | Employment Agreement for Jason D. Sadler dated May 7, 2010 | Filed by CHC as Exhibit 10.1(a) to the Quarterly Report on Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference. | ||||||
| 10.29 | Promotion Letter for Jason Sadler dated June 2, 2014 | Filed by CHC as Exhibit 10.1(b) to the Quarterly Report on Form 10-Q for the period ended March 31, 2015 and incorporated herein by reference. | ||||||
| 10.30(a) | Retention Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of May 12, 2018 | Filed by the registrant as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-224960) on June 20, 2018 and incorporated herein by reference. | ||||||
| 10.30(b) | Executive Retirement Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of November 3, 2021 | Filed herewith. | ||||||
| 10.30(c) | Advisory Services Agreement by and between Cigna Corporation and Mr. Timothy Wentworth, dated as of November 3, 2021 | Filed herewith. | ||||||
| 10.31 | Express Scripts Holding Company Executive Employment Agreement with Mr. Timothy Wentworth, dated May 4, 2016 | Filed by ESRX as Exhibit 10.1 to the Current Report on Form 8-K on May 4, 2016 and incorporated herein by reference. | ||||||
| 10.32 | Schedule regarding Amended Deferred Stock Unit Agreements effective December 31, 2008 with John M. Murabito and Form of Amended Deferred Stock Unit Agreement | Filed by CHC as Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference. | ||||||
| 10.33 | Retention Agreement between the Cigna Corporation and Steven B. Miller dated October 9, 2018 | Filed by the registrant as Exhibit 10.34 to the Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference. | ||||||
| 10.34 | Agreement and Release between the Company and Matthew G. Manders dated October 16, 2017 | Filed by CHC as Exhibit 10.1 to the Current Report on Form 8-K on October 18, 2017 and incorporated herein by reference. | ||||||
| 10.35 | Offer letter for Eric Palmer dated December 6, 2020 | Filed by the registrant as Exhibit 10.35 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. | ||||||
| 10.36(a) | Offer letter for Matthew Manders dated December 6, 2020 | Filed by the registrant as Exhibit 10.36 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. | ||||||
| 10.36(b) | Executive Retirement Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021 | Filed herewith. | ||||||
| 10.36(c) | Advisory Services Agreement by and between Cigna Corporation and Matthew Manders, dated November 3, 2021 | Filed herewith. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs at the date they were made or at any other time.
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