Cigna Group 10-K

Item 9A. CONTROLS AND PROCEDURES A. Disclosure Controls and Procedures Based on an evaluation of the effectiveness of Cigna's disclosure controls and procedures conducted under the supervision and with the participation of Cigna's management (including Cigna's Chief Executive Officer and Chief Financial Officer), Cigna's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, Cigna's disclosure controls and procedures are effective to ensure that information required to be disclosed by Cigna in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to Cigna's management, including Cigna's Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. B. Internal Control Over Financial Reporting Management's Annual Report on Internal Control over Financial Reporting Management of Cigna Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal controls were designed to provide reasonable assurance that the Company's consolidated published financial statements for external purposes were prepared in accordance with accounting principles generally accepted in the United States. The Company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on management's assessment and the criteria set forth by COSO, it was determined that the Company's internal control over financial reporting is effective as of December 31, 2021. The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company's internal control over financial reporting, as stated in their report located in Item 8 of this Form 10-K. Change in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Cigna's internal control over financial reporting. Item 9B. OTHER INFORMATION Effective as of February 22, 2022, the Board of Directors of the Company adopted restated by-laws (the “By-Laws”) in order to make certain clarifications and ministerial changes relating to the responsibilities of the Chair of the Board. The foregoing summary does not purport to be a complete description of the By-Laws and is qualified in its entirety by reference to the complete text of the By-Laws, a copy of which is filed herewith as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated by reference in this Item 9B. 143 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 144 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE A. Directors of the Registrant The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "– Board Meetings and Committees" (as it relates to Audit Committee disclosure) in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. B. Executive Officers of the Registrant See Part I – "Information about our Executive Officers" in this Form 10-K. C. Code of Ethics and Other Corporate Governance Disclosures The information under the caption "Corporate Governance Matters – Codes of Ethics" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. We intend to promptly disclose on our website, in accordance with applicable rules, any required disclosure of changes to or waivers, if any, of our Code of Ethics or our Director Code of Business Conduct and Ethics. D. Delinquent Section 16(a) Reports The information under the caption "Ownership of Cigna Common Stock – Delinquent Section 16(a) Reports", if included in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders, is incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Inside Participation," "Compensation Matters – Compensation Discussion and Analysis," "– Report of the People Resources Committee" and "– Executive Compensation Tables" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. 145 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table presents information regarding Cigna's equity compensation plans as of December 31, 2021: (a) (1) (b) (2) (c) (3) Plan Category Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights Weighted Average Exercise Price Of Outstanding Options, Warrants And Rights Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) Equity Compensation Plans Approved by Security Holders 10,348,718 $ 169.47 19,105,282 Equity Compensation Plans Not Approved by Security Holders — — — Total 10,348,718 $ 169.47 19,105,282 (1) Includes, in addition to outstanding stock options: (i) 78,070 restricted stock units, 61,201 deferred shares and 1,719,282 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan, the Cigna Corporation Stock Plan and the Cigna Corporation Director Equity Plan; and (ii) 545,035 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 892,421 shares of common stock underlying stock option awards granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan, 530,092 shares of common stock underlying stock option awards granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan and 13,798 shares of common stock underlying stock option awards granted under the Accredo Health, Incorporated 2002 Long-Term Incentive Plan that were all approved by the applicable company's shareholders before Cigna's acquisition of Express Scripts in December 2018. (2) The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to Cigna's acquisition of Express Scripts, in aggregate, have a weighted-average exercise price of $148.00. Excluding the assumed options from this acquisition results in a weighted-average exercise price of $176.00. (3) Represents 19,105,282 shares of common stock available as of the close of business December 31, 2021 for future issuance under the Cigna Long-Term Incentive Plan. No further grants may be made and no shares remain available for future issuance under any plan other than the Cigna Long-Term Incentive Plan. The information under the captions "Ownership of Cigna Common Stock – Stock Held by Directors, Nominees and Executive Officers" and "Ownership of Cigna Common Stock – Stock Held by Certain Beneficial Owners" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information under the captions "Corporate Governance Matters – Director Independence" and " – Certain Transactions" in Cigna's definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. Item 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES The information under the captions "Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services" and "– Fees to Independent Registered Public Accounting Firm" in Cigna’s definitive proxy statement related to the 2022 annual meeting of shareholders is incorporated herein by reference. 146 PART IV 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. 147 INDEX TO EXHIBITS Number Description Method of Filing 2.1(a) Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts Holding Company, Cigna Holding Company (formerly Cigna Corporation), Halfmoon I, Inc. and Halfmoon II, Inc. Filed by Cigna Holding Company ("CHC") as Exhibit 2.1 to the Current Report on Form 8-K on March 13, 2018 and incorporated herein by reference. 2.1(b) Amendment No. 1, dated as of June 27, 2018, to the Agreement and Plan of Merger, dated as of March 8, 2018, by and among Cigna Corporation, Express Scripts Holding Company, Cigna Holding Company, Halfmoon I, Inc. and Halfmoon II, Inc. Filed by CHC as Exhibit 2.1 to the Current Report on Form 8-K on July 2, 2018 and incorporated herein by reference. 3.1 Amended and Restated Certificate of Incorporation of the registrant as last amended December 20, 2018 Filed by the registrant as Exhibit 3.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 3.2 Amended and Restated By-Laws of the registrant as last amended February 22, 2022 Filed herewith. 4.1(a) Indenture, dated as of September 17, 2018, between Cigna Corporation (formerly Halfmoon Parent, Inc.) and U.S. Bank National Association, as trustee Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference. 4.1(b) Supplemental Indenture, dated as of September 17, 2018, between Cigna Corporation (formerly Halfmoon Parent, Inc.) and U.S. Bank National Association, as trustee Filed by CHC as Exhibit 4.2 to the Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference. 4.1(c) Second Supplemental Indenture dated as of December 20, 2018, by and among Express Scripts Holding Company, Cigna Holding Company and U.S. Bank National Association, as trustee Filed by the registrant as Exhibit 4.7 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.1(d) Third Supplemental Indenture, dated as of October 11, 2019, by and among Cigna Corporation, as the Issuer, Cigna Holding Company and Express Scripts Holding Company, each as guarantors, and U.S. Bank, National Association, as trustee Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. 4.1(e) Fourth Supplemental Indenture, dated as of March 16, 2020, between Cigna Corporation and U.S. Bank, National Association, as trustee Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 16, 2020 and incorporated herein by reference. 4.1(f) Fifth Supplemental Indenture, dated as of March 3, 2021, between Cigna Corporation and U.S. Bank National Association, as trustee Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on March 3, 2021 and incorporated herein by reference. 4.2 Registration Rights Agreement, dated as of October 11, 2019, by and among Cigna Corporation, as the Issuer, Cigna Holding Company and Express Scripts Holding Company, each as guarantors, and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, each as dealer managers Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. 4.3(a) Senior Indenture dated August 16, 2006 between Cigna Holding Company (formerly Cigna Corporation) and U.S. Bank National Association Filed by CHC as Exhibit 4.1(a) to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. 4.3(b) Supplemental Indenture No. 1 dated November 10, 2006 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 4.1(b) to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. 4.3(c) Supplemental Indenture No. 2 dated March 15, 2007 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 4.1(c) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and incorporated herein by reference. 4.3(d) Supplemental Indenture No. 3 dated March 7, 2008 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on March 10, 2008 and incorporated herein by reference. 4.3(e) Supplemental Indenture No. 5 dated May 17, 2010 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on May 28, 2010 and incorporated herein by reference. 148 4.3(f) Supplemental Indenture No. 6 dated December 8, 2010 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on December 9, 2010 and incorporated herein by reference. 4.3(g) Supplemental Indenture No. 7 dated March 7, 2011 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 99.2 to the Current Report on Form 8-K on March 8, 2011 and incorporated herein by reference. 4.3(h) Supplemental Indenture No. 8 dated November 10, 2011 between Cigna Holding Company and U.S. Bank National Association Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on November 14, 2011 and incorporated herein by reference. 4.3(i) Supplemental Indenture No. 9 dated as of March 20, 2015, between Cigna Holding Company and U.S. Bank National Association, as trustee Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K on March 26, 2015 and incorporated herein by reference. 4.3(j) Supplemental Indenture No. 10 dated as of September 14, 2017 between Cigna Holding Company and U.S. Bank National Association, as trustee Filed by CHC as Exhibit 4.1 to the Current Report on Form 8-K filed September 14, 2017 and incorporated herein by reference. 4.3(k) Supplemental Indenture No. 11 dated as of December 20, 2018, by and among Cigna Corporation, Cigna Holding Company and U.S. Bank National Association, as trustee Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.3(l) Supplemental Indenture No. 12, dated as of October 11, 2019, among Cigna Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and U.S. Bank National Association, as trustee Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. 4.4(a) Indenture dated January 1, 1994 between Cigna Holding Company (formerly Cigna Corporation) and Marine Midland Bank Filed by CHC as Exhibit 4.2 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. 4.4(b) Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Cigna Holding Company and HSBC Bank USA, National Association (as successor to Marine Midland Bank, N.A.), as trustee Filed by the registrant as Exhibit 4.2 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.4(c) Supplemental Indenture No. 2, dated as of October 11, 2019, among Cigna Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and HSBC Bank USA, National Association, as trustee Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. 4.5(a) Indenture dated June 30, 1988 between Cigna Holding Company (formerly Cigna Corporation) and Bankers Trust Company Filed by CHC as Exhibit 4.3 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference. 4.5(b) Supplemental Indenture No. 1 dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Cigna Holding Company and Deutsche Bank Trust Company Americas, a New York banking corporation (as successor to Bankers Trust Company), as trustee Filed by the registrant as Exhibit 4.3 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.6(a) Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company (formerly Aristotle Holding, Inc.), the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee Filed by Express Scripts, Inc. ("ESI") as Exhibit 4.1 to the Current Report on Form 8-K filed November 25, 2011 and incorporated herein by reference. 4.6(b) Third Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. 4.6(c) Fourth Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESI as Exhibit 4.5 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. 4.6(d) Seventh Supplemental Indenture, dated as of February 9, 2012, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee , related to Express Scripts Holding Company's 3.900% senior notes due 2022 Filed by ESI as Exhibit 4.3 to the Current Report on Form 8-K filed February 10, 2012 and incorporated herein by reference. 149 4.6(e) Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Wells Fargo Bank, National Association, as trustee Filed by Express Scripts Holding Company ("ESRX") as Exhibit 4.1 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference. 4.6(f) Eleventh Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. 4.6(g) Twelfth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. 4.6(h) Thirteenth Supplemental Indenture, dated as of June 5, 2014, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on June 5, 2014 and incorporated herein by reference. 4.6(i) Sixteenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference. 4.6(j) Seventeenth Supplemental Indenture, dated as of February 25, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on February 25, 2016 and incorporated herein by reference. 4.6(k) Eighteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. 4.6(l) Nineteenth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. 4.6(m) Twentieth Supplemental Indenture, dated as of July 5, 2016, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on July 5, 2016 and incorporated herein by reference. 4.6(n) Twenty-Second Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.1 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. 4.6(o) Twenty-Third Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and Calculation Agent Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. 4.6(p) Twenty-Fourth Supplemental Indenture, dated as of November 30, 2017, among Express Scripts Holding Company, the Subsidiary Guarantors party thereto and Wells Fargo Bank, National Association, as trustee Filed by ESRX as Exhibit 4.3 to the Current Report on Form 8-K on November 30, 2017 and incorporated herein by reference. 4.6(q) Twenty-Fifth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation, Express Scripts Holding Company and Wells Fargo Bank, National Association, as trustee Filed by the registrant as Exhibit 4.4 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.6(r) Twenty-Sixth Supplemental Indenture, dated as of October 11, 2019, among Express Scripts Holding Company, as Issuer, Cigna Corporation, as parent guarantor, and Wells Fargo Bank, National Association, as trustee Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on October 11, 2019 and incorporated herein by reference. 4.7(a) Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as trustee Filed by ESI as Exhibit 4.1 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference. 4.7(b) Third Supplemental Indenture, dated as of June 9, 2009, among Express Scripts, Inc., the Subsidiary Guarantors party thereto and Union Bank, N.A., as trustee Filed by ESI as Exhibit 4.4 to the Current Report on Form 8-K on June 10, 2009 and incorporated herein by reference. 150 4.7(c) Seventh Supplemental Indenture, dated as of November 21, 2011, among Express Scripts, Inc., Express Scripts Holding Company, the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as trustee Filed by ESI as Exhibit 4.6 to the Current Report on Form 8-K on November 25, 2011 and incorporated herein by reference. 4.7(d) Eighth Supplemental Indenture, dated as of April 2, 2012, among Express Scripts, Inc., Express Scripts Holding Company, Medco Health Solutions, Inc., the other subsidiaries of Express Scripts Holding Company party thereto and Union Bank, N.A., as trustee Filed by ESRX as Exhibit 4.2 to the Current Report on Form 8-K on April 6, 2012 and incorporated herein by reference. 4.7(e) Ninth Supplemental Indenture dated as of December 20, 2018, by and among Cigna Corporation (formerly Halfmoon Parent, Inc.), Express Scripts, Inc. and MUFG Union Bank, N.A. (as successor to Union Bank, N.A.), as trustee Filed by the registrant as Exhibit 4.5 to the Current Report on Form 8-K on December 20, 2018 and incorporated herein by reference. 4.8 Description of Securities Filed by the registrant as Exhibit 4.8 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. 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 Agreeme nt 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. 151 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. 152 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. 153 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. 154 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. 155 10.37 Offer letter for Brian Evanko dated December 6, 2020 Filed by the registrant as Exhibit 10.37 to the Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference. 10.38 Revolving Credit and Letter of Credit Agreement, dated as of April 29, 2021, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD and Wells FargoSecurities, LLC, as joint lead arrangers and joint bookrunners Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 30, 2021 and incorporated herein by reference. 10.39 Master Transaction Agreement, dated February 4, 2013 among Connecticut General Life Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska and, solely for purposes of Sections 3.10, 6.1, 6.3, 6.4, 6.6, 6.9 and Articles II, V, VII and VIII, thereof, National Indemnity Company (including the Forms of Retrocession Agreement, the Collateral Trust Agreement, the Security and Control Agreement, the Surety Policy and the ALC Model Purchase Option Agreement as exhibits) Filed by CHC as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference. 21 Subsidiaries of the Registrant Filed herewith. 23 Consent of Independent Registered Public Accounting Firm Filed herewith. 31.1 Certification of Chief Executive Officer of Cigna Corporation 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 Cigna Corporation 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 Cigna Corporation 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 Cigna Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350 Furnished herewith. 101 The following materials from Cigna Corporation's Annual Report on Form 10-K for the year ended December 31, 2021, 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. Item 16. FORM 10-K SUMMARY None. 156 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: February 24, 2022 CIGNA CORPORATION By: /s/ Brian C. Evanko Brian C. Evanko Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 24, 2022. Signature Title /s/ David M. Cordani David M. Cordani Chief Executive Officer and Chairman of the Board (Principal Executive Officer) /s/ Brian C. Evanko Brian C. Evanko Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ Mary T. Agoglia Hoeltzel Mary T. Agoglia Hoeltzel Senior Vice President, Tax and Chief Accounting Officer (Principal Accounting Officer) /s/ William J. DeLaney William J. DeLaney Director /s/ Eric J. Foss Eric J. Foss Director /s/ Elder Granger, M.D. Elder Granger, M.D. Director /s/ Neesha Hathi Neesha Hathi Director 157 /s/ George Kurian George Kurian Director /s/ Kathleen M. Mazzarella Kathleen M. Mazzarella Director /s/ Mark McClellan, M.D. Mark McClellan, M.D. Director /s/ John M. Partridge John M. Partridge Director /s/ Kimberly A. Ross Kimberly A. Ross Director /s/ Eric C. Wiseman Eric C. Wiseman Lead Independent Director /s/ Donna F. Zarcone Donna F. Zarcone Director 158 CIGNA CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENT SCHEDULES PAGE Report of Independent Registered Public Accounting Firm on Financial Statement Schedules FS-2 Schedules I Condensed Financial Information of Cigna Corporation (Registrant) FS-3 Statements of Income for the Years Ended December 31, 2021, 2020 and 2019 FS-3 Balance Sheets as of December 31, 2021 and 2020 FS-4 Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 FS-5 Notes to Condensed Financial Statements FS-6 II Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2020 and 2019 FS-8 Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto. FS-1 Report of Independent Registered Public Accounting Firm on Financial Statement Schedules To the Board of Directors and Shareholders of Cigna Corporation Our audits of the consolidated financial statements referred to in our report dated February 24, 2022 appearing in the 2021 Annual Report to Shareholders of Cigna Corporation (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Hartford, Connecticut February 24, 2022 FS-2 CIGNA CORPORATION AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION (REGISTRANT) STATEMENTS OF INCOME For the years ended December 31, (In millions) 2021 2020 2019 Revenues Net investment income $ — $ 1 $ — Intercompany interest income 471 475 6 Total revenues 471 476 6 Operating expenses Selling, general and administrative expenses 8 4 ( 85 ) Total operating expenses 8 4 ( 85 ) Income from operations 463 472 91 Interest and other (expense) ( 1,197 ) ( 1,324 ) ( 1,032 ) Intercompany interest (expense) ( 13 ) ( 48 ) ( 127 ) Debt extinguishment costs ( 131 ) ( 171 ) — Loss before income taxes ( 878 ) ( 1,071 ) ( 1,068 ) Income tax (benefit) ( 180 ) ( 234 ) ( 251 ) Loss of Parent Company ( 698 ) ( 837 ) ( 817 ) Equity in income of subsidiaries 6,063 9,295 5,921 Shareholders' net income 5,365 8,458 5,104 Shareholders' other comprehensive income (loss), net of tax Net unrealized appreciation (depreciation) on securities and derivatives ( 215 ) ( 75 ) 957 Net translation (losses) gains of foreign currencies ( 218 ) 260 ( 54 ) Postretirement benefits liability adjustment 410 ( 105 ) ( 133 ) Shareholders' other comprehensive income (loss), net of tax ( 23 ) 80 770 Shareholders' comprehensive income $ 5,342 $ 8,538 $ 5,874 See Notes to Financial Statements on the following pages. FS-3 CIGNA CORPORATION AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION (REGISTRANT) BALANCE SHEETS As of December 31, (In millions) 2021 2020 Assets Cash and cash equivalents $ 33 $ 4,157 Short-term investments 99 49 Other current assets 9 4 Total current assets 141 4,210 Intercompany receivable 8,962 1,666 Investments in subsidiaries 70,896 76,040 Other noncurrent assets 17 22 TOTAL ASSETS $ 80,016 $ 81,938 Liabilities Short-term debt $ 2,453 $ 3,278 Other current liabilities 775 616 Total current liabilities 3,228 3,894 Intercompany payable 5 5 Long-term debt 29,671 27,718 TOTAL LIABILITIES 32,904 31,617 Shareholders' Equity Common stock (shares issued, 394 and 390 ; authorized, 600 ) 4 4 Additional paid-in capital 29,574 28,975 Accumulated other comprehensive loss ( 884 ) ( 861 ) Retained earnings 32,593 28,575 Less treasury stock, at cost ( 14,175 ) ( 6,372 ) TOTAL SHAREHOLDERS' EQUITY 47,112 50,321 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 80,016 $ 81,938 See Notes to Financial Statements on the following pages. FS-4 CIGNA CORPORATION AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION (REGISTRANT) STATEMENTS OF CASH FLOWS For the years ended December 31, (In millions) 2021 2020 2019 Cash Flows from Operating Activities Shareholders' net income $ 5,365 $ 8,458 $ 5,104 Adjustments to reconcile shareholders' net income to net cash provided by operating activities Equity in income of subsidiaries ( 6,063 ) ( 9,295 ) ( 5,921 ) Debt extinguishment costs 131 171 — Dividends received from subsidiaries 2,751 8,627 2,457 Other liabilities 184 112 43 Other, net 414 500 20 NET CASH PROVIDED BY OPERATING ACTIVITIES 2,782 8,573 1,703 Cash Flows from Investing Activities Net change in loans due to (from) affiliates ( 1,007 ) ( 265 ) — Short-term investment purchased, net ( 50 ) ( 19 ) ( 30 ) NET CASH (USED IN) INVESTING ACTIVITIES ( 1,057 ) ( 284 ) ( 30 ) Cash Flows from Financing Activities Net change in amounts due to affiliates 2,062 2,262 2,015 Proceeds on issuance of commercial paper 997 86 944 Payments for debt extinguishment ( 126 ) ( 181 ) — Repayment of long-term debt ( 4,199 ) ( 5,996 ) ( 3,002 ) Net proceeds on issuance of long-term debt 4,260 3,465 — Issuance of common stock 326 376 224 Common dividends paid ( 1,341 ) ( 15 ) ( 15 ) Repurchase of common stock ( 7,742 ) ( 4,042 ) ( 1,987 ) Tax withholding on stock compensation and other ( 86 ) ( 87 ) ( 82 ) Other — — ( 13 ) NET CASH (USED IN) FINANCING ACTIVITIES ( 5,849 ) ( 4,132 ) ( 1,916 ) Net (decrease) increase in cash and cash equivalents ( 4,124 ) 4,157 ( 243 ) Cash and cash equivalents, beginning of year 4,157 — 243 Cash and cash equivalents, end of year $ 33 $ 4,157 $ — See Notes to Financial Statements on the following pages. FS-5 CIGNA CORPORATION AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION (REGISTRANT) NOTES TO CONDENSED FINANCIAL STATEMENTS The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K ("Form 10-K"). Note 1 — For purposes of these condensed financial statements, Cigna Corporation's (the "Company") wholly-owned and majority-owned subsidiaries are recorded using the equity method of accounting. Note 2 — See Note 7 – Debt included in Part II, Item 8 of this Form 10-K for a description of the short-term and long-term debt obligations of Cigna Corporation and its subsidiaries. Debt Issuance and Redemption. In order to decrease future interest expense and reduce future refinancing risk, the Company entered into the following transactions during 2021: • Debt issuance: On March 3, 2021, the Company issued $ 4.3 billion of new senior notes. The proceeds of this issuance were mainly used to redeem outstanding debt securities. The remaining proceeds are available for general corporate purposes. Interest on this debt is paid semi-annually. Principal Maturity Date Interest Rate Net Proceeds $ 500 million (1) March 15, 2024 0.613 % $ 499 million $ 800 million (2) March 15, 2026 1.250 % $ 797 million $ 1,500 million (3) March 15, 2031 2.375 % $ 1,492 million $ 1,500 million (4) March 15, 2051 3.400 % $ 1,479 million (1) Redeemable at any time discounted at the U.S. Treasury rate plus 7.5 basis points. Redeemable at par on or after March 15, 2022. (2) Redeemable at any time discounted at the U.S. Treasury rate plus 10 basis points. Redeemable at par on or after February 15, 2026. (3) Redeemable at any time discounted at the U.S. Treasury rate plus 15 basis points. Redeemable at par on or after December 15, 2030. (4) Redeemable at any time discounted at the U.S. Treasury rate plus 20 basis points. Redeemable at par on or after September 15, 2050. • Debt redemption: During 2021, the Company completed the redemption of a total of $ 4.2 billion in aggregate principal amount of certain of its outstanding debt securities. The Company recorded a pre-tax loss of $ 131 million ($ 101 million after-tax), consisting primarily of premium payments. Revolving Credit Agreements. Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below. As of December 31, 2021, there were no outstanding balances under these revolving credit agreements. In April 2021, Cigna entered into a $ 3.0 billion five-year revolving credit and letter of credit agreement that matures in April 2026 and a $ 1.0 billion three-year revolving credit agreement that matures in April 2024, which are diversified among 23 banks and replaced the five-year revolving credit and letter of credit agreement that was scheduled to mature in April 2023. Under the current agreements, Cigna can borrow up to $ 3.0 billion and $ 1.0 billion, respectively, for general corporate purposes, with up to $ 500 million available under the five-year facility for issuance of letters of credit. The revolving credit agreements also include an option to extend the termination date for an additional one-yea r period, subject to consent of the banks. Additionally, in April 2021, Cigna entered into a $ 1.0 billion 364-day revolving credit agreement that will mature in April 2022 and is diversified among 23 banks. This agreement replaced the prior $ 1.0 billion 364-day revolving credit agreement that was scheduled to expire in October 2021. Pursuant to this revolving credit agreement, Cigna can borrow up to $ 1.0 billion for general corporate purposes. The agreement includes the option to "term out" any revolving loans that are outstanding at maturity by converting them into a term loan maturing on the one-year anniversary of conversion. Each of the five-year facility, the three-year facility and the 364-day facility include an option to increase commitments in an aggregate amount of up to $ 1.5 billion across all three facilities. Each of the three facilities also contain customary covenants and restrictions including a financial covenant that the Company's leverage ratio, as defined in the credit agreements, may not exceed 60 %, subject to certain exceptions upon the consummation of an acquisition. FS-6 Commercial Paper. Under our commercial paper program we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker dealers at any time not to exceed an aggregate amount of $ 5.0 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The commercial paper average interest rate was 0.26 % at December 31, 2021. The Company was in compliance with its debt covenants as of December 31, 2021. Maturity of the Company's long-term debt is as follows: (In millions) 2022 $ 430 2023 $ 2,754 2024 $ 1,214 2025 $ 2,957 2026 $ 2,034 Maturities after 2026 $ 20,947 Note 3 — Intercompany receivables of the Company consist primarily of net amounts due from Express Scripts Holdings of $ 7.8 billion as of December 31, 2021 and $ 1.4 billion (consisting of an $ 8.2 billion receivable offset by a $ 6.8 billion payable) as of December 31, 2020. Interest income on the receivable was accrued at an annual fixed rate of 5.50 %. Interest expense on the payable was accrued at an average rate of 0.20 % in 2021. Note 4 — The Company had guarantees of approximately $ 86 million as of December 31, 2021. These guarantees are primarily related to outstanding letters of credit. In 2021, no payments have been made on these guarantees. FS-7 CIGNA CORPORATION AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In millions) Balance at beginning of year Charged (Credited) to costs and expenses Charged (Credited) to other accounts Other deductions Balance at end of year Description 2021 Investment asset valuation reserves Available-for-sale debt securities $ 26 $ 29 $ — $ ( 32 ) $ 23 Commercial mortgage loans $ 6 $ — $ — $ — $ 6 Accounts receivable, net $ 156 $ 54 $ — $ ( 84 ) $ 126 Deferred tax asset valuation allowance $ 207 $ 23 $ 16 $ — $ 246 Reinsurance recoverables $ 32 $ ( 2 ) $ — $ — $ 30 2020 Investment asset valuation reserves Available-for-sale debt securities $ — $ 82 $ — $ ( 56 ) $ 26 Commercial mortgage loans (1) $ — $ ( 1 ) $ 7 $ — $ 6 Accounts receivable, net $ 252 $ ( 50 ) $ ( 12 ) $ ( 34 ) $ 156 Deferred tax asset valuation allowance $ 196 $ 10 $ 1 $ — $ 207 Reinsurance recoverables (2) $ 2 $ ( 1 ) $ 31 $ — $ 32 2019 Accounts receivable, net $ 217 $ 51 $ — $ ( 16 ) $ 252 Deferred tax asset valuation allowance $ 199 $ ( 6 ) $ 3 $ — $ 196 Reinsurance recoverables $ 2 $ — $ — $ — $ 2 (1) The Company recorded an additional allowance of $ 7 million on January 1, 2020 upon the adoption of ASU 2016-13. (2) The Company recorded an additional allowance of $ 31 million on January 1, 2020 upon the adoption of ASU 2016-13. FS-8