Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1)			Compensation Actually Paid to PEO(1)			Average Summary Compensation Table Total for Non-PEO NEOs(1)			Average Compensation Actually Paid to Non-PEO NEOs(1)			Value of Initial Fixed $100 Investment Based On:		Net Income(4) (millions)			Adjusted Net Income(5) (millions)
Year				Compensation Actually Paid to PEO(1)						Average Compensation Actually Paid to Non-PEO NEOs(1)			Total Shareholder Return(2)	Peer Group Total Shareholder Return(2)(3)	Net Income(4) (millions)			Adjusted Net Income(5) (millions)
2024		$	20,471,976		$	(3,957,314)		$	6,325,173		$	(256,544)	130	147		$	5,971		$	7,677
2023		$	21,889,039		$	16,222,856		$	8,918,210		$	8,173,085	164	143		$	5,991		$	7,838
2022		$	20,931,081		$	35,256,056		$	6,710,732		$	10,889,052	176	140		$	5,888		$	7,008
2021		$	19,348,241		$	50,432,186		$	6,446,802		$	15,664,365	157	143		$	6,149		$	6,300
2020		$	17,109,952		$	28,321,967		$	5,388,978		$	7,263,535	108	113		$	4,572		$	5,984

Company Selected Measure Name

Adjusted Net Income

Named Executive Officers, Footnote

The PEO for each of the years presented was Gail Boudreaux and the non-PEO NEOs for 2020, 2021 and 2022 were John Gallina, Peter Haytaian, Gloria McCarthy and Felicia Norwood. The non-PEO NEOs for 2023 were Mark Kaye, Peter Haytaian, Felicia Norwood, Blair Todt and John Gallina.

Peer Group Issuers, Footnote

Company selected peer group is the S&P 500 Health Care Index, the same peer group as reported in Part II, Item 5 in our Form 10-K.

PEO Total Compensation Amount

$ 20,471,976

$ 21,889,039

$ 20,931,081

$ 19,348,241

$ 17,109,952

PEO Actually Paid Compensation Amount

$ (3,957,314)

16,222,856

35,256,056

50,432,186

28,321,967

Adjustment To PEO Compensation, Footnote

To calculate Compensation Actually Paid for 2024, the following amounts were deducted from and added to the Summary Compensation Table total compensation reported for each of these individuals:

Reconciliation of Summary Compensation Table (“SCT”) Total Compensation to Compensation Actually Paid:


	2024
Adjustments	PEO ($)		Average of Non-PEO NEOs ($)
SCT Total	$	20,471,976	$	6,325,173
Add / (Subtract):
Adjustments for defined benefit and actuarial pension plans(i)	$	—	$	—
Adjustments for stock and option awards(ii):
SCT amounts	$	(16,800,021)	$	(4,850,082)
Year-end fair value for awards granted in the covered year	$	9,163,524	$	2,645,418
Change in fair value of outstanding unvested awards from prior years	$	(18,309,520)	$	(4,567,147)
Vesting date fair value of awards granted and vesting during covered year	$	—	$	—
Change in fair value for prior year awards that vested during the covered year	$	1,516,727	$	190,094
Fair value of awards forfeited during the covered year	$	—	$	—
Dividends or other earnings paid on awards in the covered year prior to vesting	$	—	$	—
Compensation Actually Paid	$	(3,957,314)	$	(256,544)

(i)Represents the change in the actuarial present value of the accumulated benefit under defined benefit and pension plans reported in the Summary Compensation Table for Mr. Kendrick. The value of Mr. Kendrick's benefits under such pension plans decreased by $2,608 in 2024, so, in accordance with the SEC's rules, no amount is shown for 2024. No other NEO is eligible for benefits under a defined benefit or actuarial pension plan.

(ii)Reflects the value of equity-based awards calculated in accordance with the SEC methodology for determining Compensation Actually Paid.

Non-PEO NEO Average Total Compensation Amount

$ 6,325,173

8,918,210

6,710,732

6,446,802

5,388,978

Non-PEO NEO Average Compensation Actually Paid Amount

$ (256,544)

8,173,085

10,889,052

15,664,365

7,263,535

Adjustment to Non-PEO NEO Compensation Footnote

To calculate Compensation Actually Paid for 2024, the following amounts were deducted from and added to the Summary Compensation Table total compensation reported for each of these individuals:

Reconciliation of Summary Compensation Table (“SCT”) Total Compensation to Compensation Actually Paid:


	2024
Adjustments	PEO ($)		Average of Non-PEO NEOs ($)
SCT Total	$	20,471,976	$	6,325,173
Add / (Subtract):
Adjustments for defined benefit and actuarial pension plans(i)	$	—	$	—
Adjustments for stock and option awards(ii):
SCT amounts	$	(16,800,021)	$	(4,850,082)
Year-end fair value for awards granted in the covered year	$	9,163,524	$	2,645,418
Change in fair value of outstanding unvested awards from prior years	$	(18,309,520)	$	(4,567,147)
Vesting date fair value of awards granted and vesting during covered year	$	—	$	—
Change in fair value for prior year awards that vested during the covered year	$	1,516,727	$	190,094
Fair value of awards forfeited during the covered year	$	—	$	—
Dividends or other earnings paid on awards in the covered year prior to vesting	$	—	$	—
Compensation Actually Paid	$	(3,957,314)	$	(256,544)

(ii)Reflects the value of equity-based awards calculated in accordance with the SEC methodology for determining Compensation Actually Paid.

Compensation Actually Paid vs. Total Shareholder Return

As shown in the following charts, Net Income and Adjusted Net Income have generally increased or remained approximately flat year-over-year since 2020, while the PEO and other NEOs’ Compensation Actually Paid has varied significantly each year. This is primarily due to the significant emphasis we place on equity-based compensation, which is sensitive to changes in our stock price and is more closely aligned with our Total Shareholder Return.

Compensation Actually Paid vs. Net Income

Tabular List, Table


Most Important Measures for Determining NEO Pay
Adjusted Net Income			Operating Revenue
Adjusted Net Income Growth			Total Revenue Growth

Total Shareholder Return Amount

$ 130

164

176

157

108

Peer Group Total Shareholder Return Amount

147

143

140

143

113

Net Income (Loss)

$ 5,971,000,000

$ 5,991,000,000

$ 5,888,000,000

$ 6,149,000,000

$ 4,572,000,000

Company Selected Measure Amount

7,677,000,000

7,838,000,000

7,008,000,000

6,300,000,000

5,984,000,000

PEO Name

Gail Boudreaux

Additional 402(v) Disclosure

The fair values of stock options granted as of the end of 2024 and the year-over-year changes in the fair values of stock options outstanding at the end of, or that vested during, 2024 were calculated using a binomial lattice valuation model, as further described in Note 15, “Capital Stock,” of the Notes to our Consolidated Financial Statements included in Part II, Item 8 of our Form 10-K. The following ranges of assumptions were used to estimate these fair values:


Calendar Year	Risk-Free Interest Rate	Volatility Factor	Dividend Yield (Annual)
2024	3.74 - 4.56%	29 - 32%	1.3 - 1.8%

The fair value of PSUs that vested during 2024 was calculated using the actual performance results of 162.9% as described in the Compensation Discussion & Analysis in the 2024 Proxy Statement.

The fair value of PSUs that will vest during 2025 was calculated using the actual performance results of 95.1% as described in the Compensation Discussion & Analysis in this Proxy Statement.

The fair value of in-flight PSUs was calculated based on the probable performance as determined at the end of the applicable covered year, which is forecasted to be below the target level of performance.

Based upon an initial investment of $100 on December 31, 2019 with dividends reinvested.Our 2021 and 2022 Net Income was recast in 2023 to include the impact of the Accounting Standards Update 2018-12 Adoption. Therefore, the 2021 and 2022 Net Income reported in these disclosures has been adjusted to reflect the recast amounts.Our Company-selected measure is “Adjusted Net Income," calculated as GAAP Shareholders' Net Income, as adjusted for those items set forth in Annex A to this Proxy Statement, and further adjusted for those items that the Committee believes distort the view of management performance and that, if not adjusted, might misalign management incentives under the AIP. For 2024, these additional adjustments included a $17.3 million decrease related to 2024 acquisitions. For 2023, these additional adjustments included a $29.3 million net decrease to exclude 2023 acquisitions and other non-material administrative adjustments. For 2022, these additional adjustments included a $131.0 million increase to exclude the impact of the Accounting Standards Update 2018-12 Adoption and a $50.8 million net decrease to exclude 2022 acquisitions and other non-material administrative adjustments. For 2021, these additional adjustments included a $54.0 million decrease to exclude the impact of the Accounting Standards 2018-12 Adoption and a $111.0 million net decrease to exclude 2021 acquisitions and other non-material administrative adjustments. For 2020, these additional adjustments included a $267.3 million increase related to our response to the COVID-19 pandemic.

Measure:: 1

Adjusted Net Income

Measure:: 2

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Adjusted Net Income Growth

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

$ (16,800,021)

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

9,163,524

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(18,309,520)

PEO | Equity Awards Granted During the Year, Vested [Member]

1,516,727

PEO | Equity Awards that Failed to Meet Vesting Conditions [Member]

PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

(2,608)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(4,850,082)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,645,418

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

(4,567,147)

Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member]

190,094

Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]

Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]

Award Timing Disclosures [Line Items]

$ 0

Award Timing Disclosure

12 Months Ended

Dec. 31, 2024

Mar. 01, 2024

USD ($)

$ / shares

Award Timing MNPI Disclosure

Our annual equity grant is approved by the Committee and has been made on the first business day of March each year since 2006, unless otherwise specified by our Board or the Committee. The Committee has delegated authority to management to grant promotional, new hire and retention grants during the remainder of the year as follows:

•No grants may be made to the CEO or other executive officers without Committee approval;

•Grants are to be dated as of the first business day of the month concurrent with or following the promotion date, hire date or date that a retention grant was approved; and

•Management reports off-cycle delegated grant activity at each regularly scheduled Committee meeting.

Neither the Committee nor management grants equity awards in anticipation of the release of material nonpublic information, or otherwise takes material nonpublic information into account when determining the terms of equity awards, and we do not time the release of material nonpublic information based on equity award grant dates.

We made our annual equity grant on March 1, 2024, in accordance with our standard practice, and filed a Current Report on Form 8-K on March 4, 2024 in connection with our participation at an investor conference. As described on page 52, the annual equity grant is made up of a combination of PSUs, stock options and RSUs, with stock options weighted at 25% of the annual award value.


Name	Grant Date	Number of securities underlying the award	Exercise price of the award ($/Sh)		Grant date fair value of the award	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following disclosure of material nonpublic information
Gail Boudreaux	3/1/2024	32,480		$499.11	$4,199,989	-0.15	%
Mark Kaye	3/1/2024	10,633		$499.11	$1,374,953	-0.15	%
Peter Haytaian	3/1/2024	9,280		$499.11	$1,199,997	-0.15	%
Felicia Norwood	3/1/2024	9,280		$499.11	$1,199,997	-0.15	%
Morgan Kendrick	3/1/2024	8,312		$499.11	$1,074,825	-0.15	%

Award Timing Method

•No grants may be made to the CEO or other executive officers without Committee approval;

•Grants are to be dated as of the first business day of the month concurrent with or following the promotion date, hire date or date that a retention grant was approved; and

•Management reports off-cycle delegated grant activity at each regularly scheduled Committee meeting.

Award Timing Predetermined

true

Award Timing MNPI Considered

true

Award Timing, How MNPI Considered

MNPI Disclosure Timed for Compensation Value

false

Awards Close in Time to MNPI Disclosures, Table


Name	Grant Date	Number of securities underlying the award	Exercise price of the award ($/Sh)		Grant date fair value of the award	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following disclosure of material nonpublic information
Gail Boudreaux	3/1/2024	32,480		$499.11	$4,199,989	-0.15	%
Mark Kaye	3/1/2024	10,633		$499.11	$1,374,953	-0.15	%
Peter Haytaian	3/1/2024	9,280		$499.11	$1,199,997	-0.15	%
Felicia Norwood	3/1/2024	9,280		$499.11	$1,199,997	-0.15	%
Morgan Kendrick	3/1/2024	8,312		$499.11	$1,074,825	-0.15	%

Boudreaux [Member]

Gail Boudreaux

32,480

$ 499.11

$ 4,199,989

(0.0015)

Kaye [Member]

Mark Kaye

10,633

$ 499.11

$ 1,374,953

(0.0015)

Haytaian [Member]

Peter Haytaian

9,280

$ 499.11

$ 1,199,997

(0.0015)

Norwood [Member]

Felicia Norwood

9,280

$ 499.11

$ 1,199,997

(0.0015)

Kendrick [Member]

Morgan Kendrick

8,312

$ 499.11

$ 1,074,825