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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the CHC Committee views the link between the Company’s performance and its NEOs’ pay. For a discussion of how the Company views its executive compensation structure, including alignment with Company performance, see the Compensation Discussion and Analysis (“CD&A”) beginning on page
47
. The CHC Committee did not consider the pay versus performance disclosure below in making its pay decisions.
In accordance with SEC rules, the following table sets forth information concerning compensation actually paid (“CAP”). The disclosure and calculation of CAP is required by the SEC’s rules. Neither CAP nor the amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned, or received during the applicable year. Per SEC rules, CAP was calculated by adjusting SCT Total values for the applicable year as described in the footnotes to the following table.
 
Year
(1)
  
SCT Total
Pay for
CEO
(2)
  
CAP to
CEO
(3)
 
Average
SCT Total
Pay for
Other NEOs
(2)
  
Avg. CAP to
Other NEOs
(3)
 
Value of Initial $100
Investment Based On:
(4)
 
Net Income
($ Millions)
(5)
  
Adjusted
Operating
Income
($ Millions)
(6)
 
Company
TSR
  
Peer Group
TSR
2023
     $ 15,979,355      $ 23,757,594     $ 4,130,301      $ 4,760,148     $ 160      $ 143     $ 418      $ 1,188
2022
     $ 14,927,297      $ (2,318,590 )     $ 4,387,737      $ 788,126     $ 140      $ 140     $ 1,279      $ 2,550
2021
     $ 20,551,605      $ 49,697,100     $ 4,710,348      $ 11,665,084     $ 186      $ 143     $ 2,377      $ 3,830
2020
     $ 14,735,561      $ 18,899,990     $ 3,404,431      $ 4,637,052     $ 120      $ 113     $ 1,556      $ 3,330
 
(1)
For each year shown, the CEO was Adam Schechter and the other NEOs were as follows for each fiscal year:
 
 
 
2023: Glenn Eisenberg, Brian Caveney, Anita Graham, Mark Schroeder, Paul Kirchgraber, and Thomas Pike
 
 
 
2020-2022: Glenn Eisenberg, Brian Caveney, Mark Schroeder, and Paul Kirchgraber
 
(2)
These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column for 2023, 2022, and 2021.
 
(3)
Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the Other NEOs is set forth in the following tables, which describe the adjustments, each of which is prescribed by SEC rules to calculate the CAP amounts from SCT amounts. The fair value of options was determined by using the Black-Scholes option pricing method. The fair value of the performance share awards was determined by using a Monte Carlo simulation pricing model and the probable outcome of the performance vesting conditions as of each measurement date and Company actual performance payouts for each completed performance period for the respective fiscal year. The fair value of the restricted stock was determined using the stock price on the appropriate measurement date.
 
(4)
Reflects the cumulative TSR for the Company and the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of the 2023 Annual Report, assuming an initial investment of $100 on December 31, 2019. All dollar values assume reinvestment of all dividends, where applicable.
 
(5)
“Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements.
 
(6)
SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total shareholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected adjusted operating income as this measure for 2023, as reflected in the table above. Adjusted operating income is a non-GAAP measure. See reconciliation of adjusted operating income and operating income on page 105 of this Proxy Statement. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Company Selected Measure Name Adjusted operating income      
Named Executive Officers, Footnote
(1)
For each year shown, the CEO was Adam Schechter and the other NEOs were as follows for each fiscal year:
 
 
 
2023: Glenn Eisenberg, Brian Caveney, Anita Graham, Mark Schroeder, Paul Kirchgraber, and Thomas Pike
 
 
 
2020-2022: Glenn Eisenberg, Brian Caveney, Mark Schroeder, and Paul Kirchgraber
     
Peer Group Issuers, Footnote Reflects the cumulative TSR for the Company and the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of the 2023 Annual Report, assuming an initial investment of $100 on December 31, 2019. All dollar values assume reinvestment of all dividends, where applicable.      
PEO Total Compensation Amount $ 15,979,355 $ 14,927,297 $ 20,551,605 $ 14,735,561
PEO Actually Paid Compensation Amount $ 23,757,594 (2,318,590) 49,697,100 18,899,990
Adjustment To PEO Compensation, Footnote
Year
 
SCT Total
for CEO
 
Minus

Stock Award
Value &
Option
Award Value
Reported in
SCT for the
Covered Year
 
Plus

Year End
Fair Value of
Equity
Awards
Granted
During the
Covered Year
that Remain
Outstanding
and Unvested
as of Last
Day of the
Covered Year
 
Plus

Year over
Year Change
in Fair Value
as of the
Last Day of
the Covered
Year of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
 
Plus

Year over
Year Change
in Fair Value
as of the
Vesting
Date of
Equity
Awards
Granted in
Prior Years
that Vested
During the
Covered Year
 
Minus

Fair Value
at the
End of the
Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the
Covered Year
 
Plus

Value of
Dividends
or Other
Earnings Paid
on Stock or
Option Awards
Not Otherwise
Reflected in
Fair Value
or Total
Compensation
for the
Covered Year
 
Minus

Change in
Pension
Value
Reported in
SCT for
Covered Year
 
Plus

Pension
Adjustment
 
CEO CAP
2023
    $ 15,979,355     $ 11,321,392     $ 16,874,513     $ 2,589,227     $ (510,382 )       -     $ 146,273       -       -     $ 23,757,594
2022
    $ 14,927,297     $ 11,205,369     $ 9,883,707     $ (12,637,167 )     $ (3,304,274 )       -     $ 17,215       -       -     $ (2,318,590 )
2021
    $ 20,551,605     $ 15,040,149     $ 26,465,842     $ 15,202,072     $ 2,517,731       -       -       -       -     $ 49,697,100
2020
    $ 14,735,561     $ 9,864,802     $ 11,447,534     $ 1,752,897     $ 828,801       -       -       -       -     $ 18,899,990
     
Non-PEO NEO Average Total Compensation Amount $ 4,130,301 4,387,737 4,710,348 3,404,431
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,760,148 788,126 11,665,084 4,637,052
Adjustment to Non-PEO NEO Compensation Footnote
Year
 
SCT
Average
for Other
NEOs
 
Minus

Stock Award
Value &
Option
Award Value
Reported in
SCT for the
Covered Year
 
Plus

Year End
Fair Value of
Equity
Awards
Granted
During the
Covered Year
that Remain
Outstanding
and Unvested
as of Last
Day of the
Covered Year
 
Plus

Year over
Year Change
in Fair Value
as of the
Last Day of
the Covered
Year of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Years
 
Plus

Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and Vested
During the
Covered Year
 
Plus

Year over
Year Change
in Fair Value
as of the
Vesting
Date of
Equity
Awards
Granted in
Prior Years
that Vested
During the
Covered Year
 
Minus

Fair Value
at the
End of the
Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the
Covered Year
 
Plus

Value of
Dividends
or Other
Earnings Paid
on Stock or
Option Awards
Not Otherwise
Reflected in
Fair Value
or Total
Compensation
for the
Covered Year
 
Minus

Change in
Pension
Value
Reported in
SCT for
Covered Year
 
Plus

Pension
Adjustment
 
Average
Other
NEO CAP
2023
    $ 4,130,301     $ 2,503,265     $ 3,011,920     $ 244,996     $ 22,107     $ (131,332 )     $ 34,824     $ 22,548     $ 2,303       -     $ 4,760,148
2022
    $ 4,387,737     $ 3,185,873     $ 2,991,119     $ (2,386,168 )       -     $ (1,023,666 )       -     $ 4,977       -       -     $ 788,126
2021
    $ 4,710,348     $ 2,838,289     $ 4,993,869     $ 4,115,799       -     $ 683,357       -       -       -       -     $ 11,665,084
2020
    $ 3,404,431     $ 1,864,116     $ 2,163,366     $ 933,161       -     $ 4,872       -       -     $ 4,662       -     $ 4,637,052
     
Compensation Actually Paid vs. Total Shareholder Return
Relationship of CAP vs. TSR (2020 – 2023)
The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR for the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of our 2023 Annual Report
.
Notwithstanding the use of the S&P 500 Health Care Index in this section, for our LTI plans, the Company’s TSR performance is measured against the peer group disclosed on page
55
 of the CD&A, which, we believe has a correlation between realized executive pay and performance.
 
 
LOGO
     
Compensation Actually Paid vs. Net Income
Relationship of CAP vs. Net Income (2020 – 2023)
The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, and the Company’s net income during the four most recently completed fiscal years.
 
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
Relationship of CAP vs. Adjusted Operating Income (2020 – 2023)
The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, and the Company’s adjusted operating income during the four most recently completed fiscal years. See reconciliation of adjusted operating income and operating income on page 105 of this Proxy Statement.
 
 
LOGO
     
Total Shareholder Return Vs Peer Group
Relationship of CAP vs. TSR (2020 – 2023)
The following chart sets forth the relationship between CAP to our CEO, average CAP to our other NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR for the S&P 500 Health Care Index, which is the same industry index included in Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” furnished on page 53 of our 2023 Annual Report
.
Notwithstanding the use of the S&P 500 Health Care Index in this section, for our LTI plans, the Company’s TSR performance is measured against the peer group disclosed on page
55
 of the CD&A, which, we believe has a correlation between realized executive pay and performance.
 
 
LOGO
     
Tabular List, Table
Financial Performance Measures
The most important financial performance measures used by the Company in setting
pay-for-performance
compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain
non-financial
performance measures, determine the amounts of incentive compensation paid to our NEOs is described above in the CD&A section. The order of the measures in this chart should not be interpreted as a ranking and are listed alphabetically.
 
Measure
     
Adjusted EPS
  
 
Adjusted Operating Income
        
Relative Total Shareholder Return
  
 
Revenue
  
 
     
Total Shareholder Return Amount $ 160 140 186 120
Peer Group Total Shareholder Return Amount 143 140 143 113
Net Income (Loss) $ 418,000,000 $ 1,279,000,000 $ 2,377,000,000 $ 1,556,000,000
Company Selected Measure Amount 1,188,000,000 2,550,000,000 3,830,000,000 3,330,000,000
PEO Name Adam Schechter      
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EPS      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Operating Income      
Non-GAAP Measure Description SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total shareholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected adjusted operating income as this measure for 2023, as reflected in the table above. Adjusted operating income is a non-GAAP measure. See reconciliation of adjusted operating income and operating income on page 105 of this Proxy Statement. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020, and we may determine a different financial performance measure to be the most important financial performance measure in future years.      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
Measure:: 4        
Pay vs Performance Disclosure        
Name Revenue      
PEO | Stock Award Value & Option Award Value Reported in SCT for the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 11,321,392 $ 11,205,369 $ 15,040,149 $ 9,864,802
PEO | Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 16,874,513 9,883,707 26,465,842 11,447,534
PEO | Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,589,227 (12,637,167) 15,202,072 1,752,897
PEO | Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (510,382) (3,304,274) 2,517,731 828,801
PEO | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 146,273 17,215    
Non-PEO NEO | Stock Award Value & Option Award Value Reported in SCT for the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,503,265 3,185,873 2,838,289 1,864,116
Non-PEO NEO | Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,011,920 2,991,119 4,993,869 2,163,366
Non-PEO NEO | Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 244,996 (2,386,168) 4,115,799 933,161
Non-PEO NEO | Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (131,332) (1,023,666) $ 683,357 4,872
Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 34,824      
Non-PEO NEO | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 22,548 $ 4,977    
Non-PEO NEO | Change in Pension Value Reported in SCT for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,303     $ 4,662
Non-PEO NEO | Fair Value As Of Vesting Date Of Equity Awards Granted And Vested During The Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 22,107