Cigna Group 10-K

Item 9A. CONTROLS AND PROCEDURES A. Disclosure Controls and Procedures Based on an evaluation of the effectiveness of The Cigna Group's disclosure controls and procedures conducted under the supervision and with the participation of The Cigna Group's management (including The Cigna Group's Chief Executive Officer and Chief Financial Officer), The Cigna Group's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, The Cigna Group's disclosure controls and procedures are effective to ensure that information required to be disclosed by The Cigna Group 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 The Cigna Group's management (including The Cigna Group'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 The Cigna Group 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, 2024. 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, 2024. The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of and has issued an attestation report on 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, 2024 that have materially affected, or are reasonably likely to materially affect, The Cigna Group's internal control over financial reporting. Item 9B. OTHER INFORMATION Rule 10b5-1 Plan Elections During the three months ended December 31, 2024, the following 10b5-1 director and officer trading plan arrangement change occurred: On December 11, 2024 , Retired Maj. Gen. Elder Granger, M.D. , Director of The Cigna Group , adopted a 10b5-1 plan. General Granger's plan provides for the exercise of vested stock options and the associated sale of up to 2,376 shares of The Cigna Group common stock through December 19, 2025. 111 This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934 and the Company's policies regarding insider transactions. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 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 "Corporate Governance Matters – Board Meetings and Committees" (as it relates to the Audit Committee disclosure) in the definitive proxy statement of The Cigna Group related to the 2025 annual meeting of shareholders ("the 2025 Proxy Statement") 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 the 2025 Proxy Statement 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 The Cigna Group Common Stock – Delinquent Section 16(a) Reports," if included in the 2025 Proxy Statement, is incorporated herein by reference. E. Insider Trading Arrangements and Policies The information under the caption "Compensation Matters – Insider Trading Arrangements and Policies" in the 2025 Proxy Statement 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 Insider Participation," "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2025 Proxy Statement is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table presents information regarding The Cigna Group equity compensation plans as of December 31, 2024: (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 6,940,827 $ 226.38 12,386,735 Equity Compensation Plans Not Approved by Security Holders — — — Total 6,940,827 $ 226.38 12,386,735 (1) Includes, in addition to outstanding stock options: (i) 51,563 restricted stock units, 34,006 deferred shares and 1,200,608 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan and the Cigna Corporation Director Equity Plan; and (ii) 190,785 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 171,987 shares of common stock underlying stock option awards granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan and 104,528 shares of common 112 stock underlying stock option awards granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before acquisition of Express Scripts by The Cigna Group in December 2018. (2) The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to the acquisition of Express Scripts by The Cigna Group, in aggregate, have a weighted-average exercise price of $151.37. Excluding the assumed options from this acquisition results in a weighted-average exercise price of $233.14. (3) Represents 12,386,735 shares of common stock available as of the close of business December 31, 2024 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 The Cigna Group Common Stock – Stock Held by Directors, Nominees and Executive Officers" and "Ownership of The Cigna Group Common Stock – Stock Held by Certain Beneficial Owners" in the 2025 Proxy Statement 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 "Corporate Governance Matters – Certain Transactions" in the 2025 Proxy Statement 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 "Audit Matters – Fees to Independent Registered Public Accounting Firm" in the 2025 Proxy Statement is incorporated herein by reference. 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, 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. 113 INDEX TO EXHIBITS Number Description Method of Filing 3.2 Restated Certificate of Incorporation of the registrant effective as of April 26, 2023 Filed by the registrant as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference. 3.3 Amended and Restated By-Laws of the registrant as last amended February 13, 2023 Filed by the registrant as Exhibit 3.3 to the Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference. 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. 4.1 (g) Sixth Supplemental Indenture, dated as of March 7, 2023, 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 7, 2023 and incorporated herein by reference. 4.1 (h) Seventh Supplemental Indenture, dated as of February 13, 2024, 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 February 13, 2024 and incorporated herein by reference. 4.2(a) Senior Indenture dated as of 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. 4.2(b) Supplemental Indenture No. 1 dated as of 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. 4.2(c) Supplemental Indenture No. 8 dated as of 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. 4.2(d) 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. 4.2(e) 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. 4.2(f) 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. 4.2(g) 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. 4.3(a) Indenture dated as of 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. 114 4.3(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. 4.3(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. 4.4 Indenture dated as of 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(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. 4.5(b) 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. 4.5(c) 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. 4.5(d) 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. 4.5(e) 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. 4.5(f) 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. 4.5(g) 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. 4.5(h) 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. 4.6 Description of Securities Filed by the registrant as Exhibit 4.7 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference. 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. 115 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. 116 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. 117 10.14(b) Cigna Corporation Non-Employee Director Compensation Program, amended and restated effective April 1, 2022 Filed by the registrant as Exhibit 10.17(b) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference. 10.14(c) The Cigna Group Non-Employee Director Compensation Program, amended and restated effective July 24, 2024 Filed herewith. 10.15 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. 10.16 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. 10.17 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. 10.18 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. 10.19 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. 10.20 Offer Letter for Eric P. Palmer dated January 16, 2024 Filed by the registrant as Exhibit 10.23 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference. 10.21 Offer Letter for Nicole S. Jones dated September 14, 2023 Filed by the registrant as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference. 10.22 Offer Letter for Noelle K. Eder dated September 14, 2023 Filed by the registrant as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference. 10.23 Offer letter for Brian Evanko dated January 16, 2024 Filed by the registrant as Exhibit 10.26 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference. 10.24 Revolving Credit and Letter of Credit Agreement, dated as of April 28, 2022, 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 Fargo Securities, 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 29, 2022 and incorporated herein by reference. 10.25 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. 10.26 Revolving Credit and Letter of Credit Agreement, dated as of April 25, 2024, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, 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 26, 2024 and incorporated herein by reference. 19.1 Securities Transactions and Insider Trading Policy Filed herewith. 21 Subsidiaries of the Registrant Filed herewith. 118 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. Item 16. FORM 10-K SUMMARY None. 119 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 27, 2025 THE CIGNA GROUP By: /s/ Brian C. Evanko Brian C. Evanko Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare (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 27, 2025. Signature Title /s/ David M. Cordani David M. Cordani Chairman and Chief Executive Officer of The Cigna Group (Principal Executive Officer) /s/ Brian C. Evanko Brian C. Evanko Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare (Principal Financial Officer) /s/ Jamie Kates Jamie Kates Vice President and Global 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 120 /s/ George Kurian George Kurian Director /s/ Kathleen M. Mazzarella Kathleen M. Mazzarella Director /s/ Mark B. McClellan, M.D., Ph.D. Mark B. McClellan, M.D., Ph.D. Director /s/ Philip O. Ozuah, M.D., Ph.D. Philip O. Ozuah, M.D., Ph.D. 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 121 THE CIGNA GROUP AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENT SCHEDULES PAGE Schedules I Condensed Financial Information of The Cigna Group (Registrant) FS-2 Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 FS-2 Balance Sheets as of December 31, 2024 and 2023 FS-3 Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 FS-4 Notes to Condensed Financial Statements FS-5 II Valuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2024, 2023 and 2022 FS-7 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 THE CIGNA GROUP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP (REGISTRANT) STATEMENTS OF INCOME For the Years Ended December 31, (In millions) 2024 2023 2022 Revenues Net investment income and other revenue $ 26 $ 22 $ 5 Intercompany interest income 469 516 478 Total revenues 495 538 483 Operating expenses Selling, general and administrative expenses 14 2 2 Total operating expenses 14 2 2 Income from operations 481 536 481 Interest expense and other ( 1,388 ) ( 1,332 ) ( 1,215 ) Intercompany interest expense ( 2 ) ( 118 ) ( 147 ) Loss before income taxes ( 909 ) ( 914 ) ( 881 ) Income tax benefits ( 189 ) ( 192 ) ( 183 ) Loss of parent company ( 720 ) ( 722 ) ( 698 ) Equity in income of subsidiaries 4,154 5,886 7,402 Shareholders' net income 3,434 5,164 6,704 Shareholders' other comprehensive income (loss), net of tax Net unrealized appreciation (depreciation) on securities and derivatives 661 503 ( 1,598 ) Net long-duration insurance and contractholder liabilities measurement adjustments ( 1,067 ) ( 715 ) 509 Net translation (losses) gains of foreign currencies ( 49 ) 5 79 Postretirement benefits liability adjustment ( 22 ) 1 420 Shareholders' other comprehensive loss, net of tax ( 477 ) ( 206 ) ( 590 ) Shareholders' comprehensive income $ 2,957 $ 4,958 $ 6,114 See Notes to Financial Statements on the following pages. FS-2 THE CIGNA GROUP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP (REGISTRANT) BALANCE SHEETS As of December 31, (In millions) 2024 2023 Assets Cash and cash equivalents $ 164 $ 303 Other current assets 103 6 Total current assets 267 309 Investments in subsidiaries 62,887 69,703 Intercompany receivable 10,546 11,475 Other non-current assets 71 77 TOTAL ASSETS $ 73,771 $ 81,564 Liabilities Short-term debt $ 2,848 $ 2,448 Other current liabilities 1,528 1,854 Total current liabilities 4,376 4,302 Long-term debt 28,134 27,151 Intercompany payable 195 3,874 Other non-current liabilities 33 14 TOTAL LIABILITIES 32,738 35,341 Shareholders' equity Common stock (shares issued, 403 and 400 ; authorized, 600 ) 4 4 Additional paid-in capital 31,288 30,669 Accumulated other comprehensive loss ( 2,341 ) ( 1,864 ) Retained earnings 43,519 41,652 Less treasury stock, at cost ( 31,437 ) ( 24,238 ) TOTAL SHAREHOLDERS' EQUITY 41,033 46,223 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 73,771 $ 81,564 See Notes to Financial Statements on the following pages. FS-3 THE CIGNA GROUP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP (REGISTRANT) STATEMENTS OF CASH FLOWS For the Years Ended December 31, (In millions) 2024 2023 2022 Cash Flows from Operating Activities Shareholders' net income $ 3,434 $ 5,164 $ 6,704 Adjustments to reconcile shareholders' net income to net cash provided by operating activities Equity in income of subsidiaries ( 4,154 ) ( 5,886 ) ( 7,402 ) Dividends received from subsidiaries 2,916 1,381 2,056 Other liabilities ( 306 ) 540 5 Other, net 243 640 298 NET CASH PROVIDED BY OPERATING ACTIVITIES 2,133 1,839 1,661 Cash Flows from Investing Activities Net change in amounts due from affiliates — 622 ( 901 ) Net proceeds from short-term investments sold — — 99 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES — 622 ( 802 ) Cash Flows from Financing Activities Net change in amounts due to affiliates 4,761 1,473 10,392 Net change in commercial paper ( 357 ) 1,237 ( 2,027 ) Repayment of long-term debt ( 2,731 ) ( 2,822 ) ( 430 ) Net proceeds on issuance of long-term debt 4,462 1,491 — Issuance of common stock 305 187 389 Common dividends paid ( 1,567 ) ( 1,450 ) ( 1,384 ) Repurchase of common stock ( 7,034 ) ( 2,284 ) ( 7,607 ) Tax withholding on stock compensation and other ( 117 ) ( 110 ) ( 73 ) NET CASH USED IN FINANCING ACTIVITIES ( 2,278 ) ( 2,278 ) ( 740 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 145 ) 183 119 Cash, cash equivalents and restricted cash, beginning of year 335 152 33 Cash, cash equivalents and restricted cash, end of year (1) $ 190 $ 335 $ 152 Noncash Investing and Financing Activities: Net amounts due from affiliates settled through capital transactions ( 7,565 ) ( 5,221 ) ( 5,037 ) (1) Includes restricted cash reported in Other non-current assets. See Notes to Financial Statements on the following pages. FS-4 THE CIGNA GROUP AND SUBSIDIARIES SCHEDULE I CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP (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, wholly owned and majority-owned subsidiaries of The Cigna Group (the "Company") are recorded using the equity method of accounting. The Cigna Group, through its predecessor companies, was incorporated in Delaware in 1981. Cigna Corporation was renamed The Cigna Group in February 2023. 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 The Cigna Group and its subsidiaries. Short-term and Credit Facilities Debt 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, 2024, there were no outstanding balances under these revolving credit agreements. In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following revolving credit agreements (the "Credit Agreements"): • A $ 5.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2029 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks. The Company can borrow up to $ 5.0 billion under the credit agreement for general corporate purposes, with up to $ 500 million available for issuance of letters of credit. • A $ 1.5 billion 364-day revolving credit agreement that will mature in April 2025. The Company can borrow up to $ 1.5 billion under the credit agreement for general corporate purposes. This 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 Credit Agreements includes an option to increase commitments in an aggregate amount of up to $ 1.5 billion across both facilities for a maximum total commitment of $ 8.0 billion. The Credit Agreements allow for borrowings at either a base rate or an adjusted term Secured Overnight Funding Rate ("SOFR") plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings. Each facility also contains 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. 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 $ 6.5 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 program had approximately $ 0.9 billion outstanding as of December 31, 2024 and an average interest rate of 4.65 %. Long-Term Debt Debt Issuance and Debt Tender Offers. In February 2024, we issued $ 4.5 billion of new senior notes. The proceeds from this debt were used to pay the consideration for the cash tender offers as described below. We used the remaining net proceeds to fund the FS-5 repayment of our senior notes that matured in March 2024 and for general corporate purposes, including repayment of indebtedness and repurchases of shares of our common stock. Interest on this debt is paid semiannually. Principal Maturity Date Interest Rate Net Proceeds Redeemable Date (1) "Make Whole" Premium (2) $ 1,000 million May 15, 2029 5.000 % $ 995 million April 15, 2029 15 $ 750 million May 15, 2031 5.125 % $ 746 million March 15, 2031 15 $ 1,250 million February 15, 2034 5.250 % $ 1,244 million November 15, 2033 20 $ 1,500 million February 15, 2054 5.600 % $ 1,485 million August 15, 2053 20 (1) Redeemable at any time prior to this date at a "make whole" premium, defined below. Redeemable at par on or after this date. (2) "Make whole" premium calculated using the most directly comparable U.S. Treasury rate plus the amount of basis points set forth in this column. In the first quarter of 2024, the Company completed the repurchase of $ 1.7 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers. Debt Maturities. Maturities of the Company's long-term debt are as follows: (In millions) 2025 $ 1,973 2026 $ 2,301 2027 $ 2,056 2028 $ 3,800 2029 $ 1,000 Maturities after 2029 $ 19,292 Debt Covenants. The Company was in compliance with its debt covenants as of December 31, 2024. Note 3 - The Company's intercompany receivables consist primarily of net intercompany loan amounts due from Evernorth Health, Inc. of $ 8.5 billion as of December 31, 2024 and 2023. Interest income on the loan receivable was accrued at an average rate of 5.50 % in 2024. The Company's intercompany payables primarily reflect intercompany balances due to affiliates as of December 31, 2024. During the year ended December 31, 2024, the Company settled the majority of outstanding intercompany payables via non-cash capital transactions. Note 4 - The Company guaranteed approximately $ 9.4 billion primarily related to intercompany indebtedness and financial obligations of certain direct and indirect wholly-owned subsidiaries. There were immaterial liabilities required for these guarantees as of December 31, 2024. Note 5 - In February 2024, as part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements with Deutsche Bank AG and Bank of America, N.A. to repurchase $ 3.2 billion of common stock in aggregate. The total number of shares of our common stock repurchased under the agreements was approximately 9.3 million. FS-6 THE CIGNA GROUP 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 2024 Investment asset valuation reserves Available-for-sale debt securities $ 33 $ 87 $ — $ ( 9 ) $ 111 Commercial mortgage loans $ 31 $ ( 1 ) $ — $ — $ 30 Accounts receivable, net $ 163 $ 176 $ ( 1 ) $ ( 152 ) $ 186 Deferred tax asset valuation allowance $ 1,498 $ 866 $ ( 32 ) $ — $ 2,332 Reinsurance recoverables $ 35 $ ( 5 ) $ — $ — $ 30 2023 Investment asset valuation reserves Available-for-sale debt securities $ 44 $ 11 $ — $ ( 22 ) $ 33 Commercial mortgage loans $ 21 $ 10 $ — $ — $ 31 Accounts receivable, net $ 160 $ 90 $ 1 $ ( 88 ) $ 163 Deferred tax asset valuation allowance $ 208 $ 1,286 $ 4 $ — $ 1,498 Reinsurance recoverables $ 35 $ — $ — $ — $ 35 2022 Investment asset valuation reserves Available-for-sale debt securities $ 23 $ 43 $ — $ ( 22 ) $ 44 Commercial mortgage loans $ 6 $ 15 $ — $ — $ 21 Accounts receivable, net $ 126 $ 99 $ — $ ( 65 ) $ 160 Deferred tax asset valuation allowance $ 246 $ ( 13 ) $ ( 25 ) $ — $ 208 Reinsurance recoverables $ 28 $ 7 $ — $ — $ 35 FS-7