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, 2024, 2023 and 2022.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022.
Consolidated Balance Sheets as of December 31, 2024 and 2023.
Consolidated Statements of Changes in Total Equity for the years ended December 31, 2024, 2023 and 2022.
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022.
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 10.26 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) | Amendment No.1 to the Cigna LTIP effective December 1, 2022 | Filed by the registrant as Exhibit 10.1(b) to the Annual Report on Form 10-K for the year ended December 31, 2022 and incorporated herein by reference. | ||||||
| 10.1(c) | 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(d) | 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(e) | 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(f) | 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(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, 2021 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, 2021 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, 2021 and incorporated herein by reference. | ||||||
| 10.1(j) | 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(k) | 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(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. | ||||||
| 10.2(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. | ||||||
| 10.2(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. | ||||||
| 10.3(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. | ||||||
| 10.3(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. | ||||||
| 10.3(c) | 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. | ||||||
| 10.4 | 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. | ||||||
| 10.5 | 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. | ||||||
| 10.6 | 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. |
| 10.7 | 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. | ||||||
| 10.8 | 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. | ||||||
| 10.9(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. | ||||||
| 10.9(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. | ||||||
| 10.9(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. | ||||||
| 10.10(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. | ||||||
| 10.10(b) | Amendment No. 1 dated December 21, 1999 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. | ||||||
| 10.10(c) | Amendment No. 2 dated December 6, 2000 to the Cigna Supplemental Pension Plan | 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. | ||||||
| 10.11(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. | ||||||
| 10.11(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 period ended June 30, 2009 and incorporated herein by reference. | ||||||
| 10.12(a) | The Cigna Group 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. | ||||||
| 10.12(b) | Amendment No. 1 to The Cigna Group 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. | ||||||
| 10.12(c) | Amendment No. 2 to The Cigna Group 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. | ||||||
| 10.12(d) | Amendment No. 3 to The Cigna Group 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. | ||||||
| 10.13 | 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 period ended March 31, 2014 and incorporated herein by reference. | ||||||
| 10.14(a) | Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective January 1, 2022 | Filed by the registrant as Exhibit 10.17(a) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference. |
| 23 | Consent of Independent Registered Public Accounting Firm | Filed herewith. | ||||||
| 31.1 | Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 | Filed herewith. | ||||||
| 31.2 | Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 | Filed herewith. | ||||||
| 32.1 | Certification of Chief Executive Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 | Furnished herewith. | ||||||
| 32.2 | Certification of Chief Financial Officer of The Cigna Group pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 | Furnished herewith. | ||||||
| 97.1 | Incentive Compensation Clawback Policy | Filed by the registrant as Exhibit 97.1 to the Annual Report on Form 10-K for the period ended December 31, 2023 and incorporated herein by reference. | ||||||
| 101 | The following materials from The Cigna Group's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows; (v) the Consolidated Statements of Changes in Total Equity; (vi) the Notes to Consolidated Financial Statements; and (vii) Financial Statement Schedules I and II. | Filed herewith. | ||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | 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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