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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-21 · 95 added, 70 removed, 312 unchanged (35% of the section changed)

15 unchanged sentences

Management’s assessment was based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company completed its acquisition of BioPlus Parent, LLC and subsidiaries in February 2023.

The Company completed its acquisitions of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc.

and certain of its affiliated entities in 2024.

As permitted by the U.S.

Securities and Exchange Commission, management's assessment as of December 31, 2023 did not include the Internal Control of BioPlus Parent, LLC and subsidiaries, which are included in the Company's consolidated financial statements as of December 31, 2023.

Such operations of BioPlus Parent, LLC and subsidiaries constituted 2% and 4% of the Company's total assets and net assets, respectively, as of December 31, 2023, and 1% and 0% of the Company's total revenues and net income, respectively, for the year then ended.

Based on management’s assessment, which excluded assessment of Internal Control of BioPlus Parent, LLC and subsidiaries, management has concluded that the Company’s Internal Control was effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Securities and Exchange Commission, management's assessment as of December 31, 2024 did not include the Internal Control of these acquired entities, which are included in the Company's consolidated financial statements as of December 31, 2024.

Such operations of Paragon Healthcare, Inc., Centers Plan for Health Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc.

and certain of its affiliated entities constituted 5% of the Company's total assets and 11% of the Company's net assets, respectively, as of December 31, 2024 and 1% of the Company's total revenues and 0% of the Company's net income, respectively, for the year then ended.

Based on management’s assessment, management has concluded that the Company’s Internal Control was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Ernst & Young LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2024, and has also issued an audit report dated February 20, 2025, on the effectiveness of the Company’s Internal Control as of December 31, 2024, which is included in this Annual Report on Form 10-K.

10 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BioPlus Parent, LLC and subsidiaries, which is included in the 2023 consolidated financial statements of the Company and constituted 2% and 4% of total and net assets, respectively, as of December 31, 2023 and 1% and 0% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BioPlus Parent, LLC and subsidiaries.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc.

and certain affiliated entities, which are included in the 2024 consolidated financial statements of the Company and constituted 5% and 11% of total and net assets, respectively, as of December 31, 2024 and 1% and 0% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc.

and certain affiliated entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Elevance Health, Inc.

21 unchanged sentences

Rule 10b5-1 Trading Plans

Haytaian , an executive officer of the Company , adopted a stock trading plan on December 4, 2023 , pursuant to which he may sell up to 21,095 shares of the Company’s common stock prior to December 2, 2024.

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, as amended, and the Company’s policies regarding transactions in our securities.

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all directors, officers and employees.

We also follow procedures for the repurchase of our securities.

We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards of the New York Stock Exchange applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The information required by this Item concerning our Executive Officers is included in Part I, Item 1, “Business - Information about our Executive Officers.

22 unchanged sentences

Does not take into consideration outstanding restricted stock units or performance stock units, which, once vested, may be converted into shares of our common stock on a one-for-one basis upon distribution at no additional cost.

4 Excludes securities reflected in the first column, “Number of securities to be issued upon exercise of outstanding options, warrants and rights”.

Includes 11,812,885 shares of common stock available for issuance as stock options, restricted stock awards, performance stock awards, performance awards and stock appreciation rights under the 2017 Elevance Health Incentive Compensation Plan at December 31, 2023.

4 Excludes securities reflected in the first column, “Number of securities to be issued upon exercise of outstanding options, warrants and rights.” Includes 10,204,347 shares of common stock available for issuance as stock options, restricted stock awards, performance stock awards, performance awards and stock appreciation rights under the 2017 Elevance Health Incentive Compensation Plan at December 31, 2024.

Includes 4,011,385 shares of common stock available for issuance under the Stock Purchase Plan at December 31, 2024.

20 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of the Company, as amended and restated effective June 27, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 28, 2022.

3.2 Bylaws of the Company, as amended effective October 4, 2023 , incorporated by reference to Exhibit 3.

1 to the Company’s Current Report on Form 8-K filed on October 5, 2023 .

3.2 Bylaws of the Company, as amended effective October 4, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 5, 2023.

4.1 Indenture, dated as of December 9, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee, including the Form of the Company’s 5.950% Notes due 2034, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2004.

7 unchanged sentences

(f) Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 31, 2013.

(g) Form of 3.500% Notes due 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

(h) Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

(i) Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, 2014.

4.3 Subordinated Indenture, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2015.

1 unchanged sentence

as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

(a) Form of 3.350% Notes due 2024, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

(b) Form of 3.650% Notes due 2027, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

(c) Form of 4.375% Notes due 2047, incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

(d) Form of 4.101% Notes due 2028, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, 2018.

(e) Form of 4.550% Notes due 2048, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 2, 2018.

(f) Form of 2.375% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

(g) Form of 2.875% Notes due 2029, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

(h) Form of 3.700% Notes due 2049, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

(i) Form of 2.250% Notes due 2030, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 5, 2020.

(j) Form of 3.125% Notes due 2050, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 5, 2020.

(k) Form of 1.500% Notes due 2026, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

(l) Form of 2.550% Notes due 2031, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

(m) Form of 3.600% Notes due 2051, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

(n) Form of 4.100% Notes due 2032, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 29, 2022.

(o) Form of 4.550% Notes due 2052, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 29, 2022.

(p) Form of 5.350% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

(q) Form of 5.500% Notes due 2032, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

(r) Form of 6.100% Notes due 2052, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

(s) Form of 4.900% Notes due 2026, incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

(t) Form of 4.750% Notes due 2033, incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

(u) Form of 5.125% Notes due 2053, incorporated by reference to Exhibit 4.3 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

Form of 3.650% Notes due 2027, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

Form of 4.375% Notes due 2047, incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 21, 2017.

Form of 4.101% Notes due 2028, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, 2018.

Form of 4.550% Notes due 2048, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 2, 2018.

Form of 2.375% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

Form of 2.875% Notes due 2029, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

Form of 3.700% Notes due 2049, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019.

Form of 2.250% Notes due 2030, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 5, 2020.

Form of 3.125% Notes due 2050, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 5, 2020.

Form of 1.500% Notes due 2026, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

Form of 2.550% Notes due 2031, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

Form of 3.600% Notes due 2051, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 17, 2021.

Form of 4.100% Notes due 2032, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 29, 2022.

Form of 4.550% Notes due 2052, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 29, 2022.

Form of 5.350% Notes due 2025, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

Form of 5.500% Notes due 2032, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

Form of 6.100% Notes due 2052, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 4, 2022.

Form of 4.900% Notes due 2026, incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

Form of 4.750% Notes due 2033, incorporated by reference to Exhibit 4.2 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

Form of 5.125% Notes due 2053, incorporated by reference to Exhibit 4.3 to the Company ’ s Current Report on Form 8-K filed on February 8, 2023.

F orm of 5.150% Notes due 2029, incorporated by re ference to Exhibit 4.2 to the Company's Current R eport on Form 8-K filed on May 30, 2024.

375 % Notes due 20 34 , incorporated by reference to Exhibit 4.

3 to the Company's Current Report on Form 8-K filed on May 30, 2024.

650 % Notes due 20 54 , incorporated by reference to Exhibit 4.

4 to the Company's Current Report on Form 8-K filed on May 30, 2024.

Form of 4.500 % Notes due 20 26 , incorporated by reference to Exhibit 4.

2 to the Company's Current Report on Form 8-K filed on October 31 , 2024.

7 5 0% Notes due 20 30 , incorporated by reference to Exhibit 4.

3 to the Company's Current Report on Form 8-K filed on October 31, 2024.

9 50% Notes due 20 31 , incorporated by reference to Exhibit 4.

4 to the Company's Current Report on Form 8-K filed on October 31, 2024.

200 % Notes due 203 5 , incorporated by reference to Exhibit 4.

5 to the Company's Current Report on Form 8-K filed on October 31, 2024.

7 00% Notes due 20 55 , incorporated by reference to Exhibit 4.

6 to the Company's Current Report on Form 8-K filed on October 31, 2024.

850 % Notes due 20 64 , incorporated by reference to Exhibit 4.

7 to the Company's Current Report on Form 8-K filed on October 31, 2024.

4.5 Upon the request of the Securities and Exchange Commission, the Company will furnish copies of any other instruments defining the rights of holders of long-term debt of the Company or its subsidiaries.

7 unchanged sentences

(d) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2020, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

(e) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2020, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

(f) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2020, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

(g) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2021, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

(h) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

(i) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

(j) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

(k) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

(l) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

(m) F orm of Incentive Comp ensat ion Plan Nonqualif ied Stoc k Option Award Agreement for 2023, inc orporated by reference to Exhibit 10.2(o) to the Company ’ s Quarterly R eport on Form 10-Q for the quarter ended March 31, 2023.

(n) Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2023, incorporated by reference to Exhibit 10.2( p ) to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

(o) Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2023, incorporated by reference to Exhibit 10.2( q ) to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

10.3 * Elevance Health Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective January 1, 2024.

10.4 * Elevance Health Executive Agreement Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2021, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2021, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(m) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2022, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2(n) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2023, incorporated by reference to Exhibit 10.2(o) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for 2023, incorporated by reference to Exhibit 10.2(p) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2023, incorporated by reference to Exhibit 10.2(q) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

F orm of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2024, incorporated by reference to Exhibit 10.2( p ) to the Compan y's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Form of Incentive Compensation Plan Restricted Stock Unit Award Agre ement for 2024, incorporated by reference to Exhibit 10.2( q ) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for 2024, incorporated by reference to Exhibit 10.2( r ) to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

10.3 * Elevance Health Comprehensive Nonqualified Deferred Compensation Plan, as amended and restated effective January 1, 2024 , incorporated by reference to Exhibit 10.3 to the Company's Annual R eport on Form 10-K for the year ended December 31, 2023.

10.4 * Elevance Health Executive Agreement Plan, as amended and restated effective March 1, 2024 , incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31 , 202 4 .

10.5 * Elevance Health Executive Salary Continuation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

3 unchanged sentences

10.9 * (a) Form of Employment Agreement between the Company and each of the following:

Gallina, Peter D.

Haytaian, and Gloria McCarthy, incorporated by reference to Exhibit A to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

Gallina and Peter D.

Haytaian , incorporated by reference to Exhibit A to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

(b) Form of Employment Agreement between the Company and Gail Boudreaux, incorporated by reference to Exhibit A to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017.

Charles Morgan Kendrick, Felicia F.

Norwood, and Blair W.

Todt incorporated by reference to Exhibit 10.9(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

(d) Form of Employment Agreement between the Company and Mark Kaye, incorporated by reference to Exhibit 10.9(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

Charles Morgan Kendrick and Felicia F.

Norwood incorporated by reference to Exhibit 10.9(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

(d) Form of Employment Agreement between the Company and each of the following:

Mark Kaye and Rat nakar Lavu , incorporated by reference to Exhibit 10.9(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

10.10 * Offer Letter, by and between the Company and Gail Boudreaux, dated as of November 5, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 6, 2017.

10.11 * Offer Letter, by and between the Company and Mark Kaye, dated as of August 2, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023.

10.12 Blue Cross License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through November 16, 202 3 .

10.13 Blue Shield License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through November 16, 202 3 .

10.12 Blue Cross License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through September 19 , 202 4 .

10.13 Blue Shield License Agreement by and between Blue Cross Blue Shield Association and the Company, including revisions, if any, adopted by the Member Plans through September 19, 2024 .

19.1 E levance Health , Inc.

Insider Trading Policy, last amen ded January 31, 2025.

21 Subsidiaries of the Company .

7 unchanged sentences

97.1 Elevance Health, Inc.

Incentive Compensation Recoupment Policy, amended and restated effective as of October 3, 2023.

Incentive Compensation Recoupment Policy, amended and restated effective as of October 3, 2023 , incorporated by reference to Exhibit 97 to the Company's Annual Report on F orm 10-K for the year ended December 31, 2023.

101.INS XBRL Instant Document - the instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

18 unchanged sentences

Cash and cash equivalents $ 1,870 $ 1,483

Fixed maturity securities (amortized cost of $ 0 and $ 175 ;

allowance for credit losses of $ 0 and $ 0 )

Equity securities 487 80

Other receivables 49 58

Net due from subsidiaries 4,697 —

Other current assets 705 959

14 unchanged sentences

Long-term debt, less current portion 29,193 23,221

Deferred tax liabilities, net 55 —

Other noncurrent liabilities 1,801 390

19 unchanged sentences

Net (losses) gains on financial instruments

( 23 ) ( 100 ) 2

Service fees 9 8 7

Total revenues ( 67 ) 13 36

Total revenues (losses)

Operating expense 279 352 188

Interest expense 1,172 1,017 845

Loss on extinguishment of debt — — 21

Total expenses 1,451 1,369 1,033

16 unchanged sentences

Change in net unrealized gains/losses on cash flow hedges 4 18 10

Change in net periodic pension and postretirement costs 40 ( 70 ) 123

Change in net periodic pension and other benefit costs

Change in future policy benefits ( 2 ) ( 3 ) 32

13 unchanged sentences

Proceeds from sales, maturities, calls and redemptions of investments 1,567 212 618

Repayment (issuance) of note to subsidiary — 1,500 ( 1,500 )

Repayment of note to subsidiary

Capitalization of subsidiaries ( 324 ) ( 363 ) ( 411 )

1 unchanged sentence

Purchases of property and equipment, net of sales ( 36 ) ( 55 ) ( 47 )

Net cash provided by (used in) investing activities ( 259 ) 1,329 ( 1,821 )

Net cash (used in) provided by investing activities

( 2,049 ) ( 259 ) 1,329

Financing activities

Net (repayments of) proceeds from short-term borrowings

Net repayments of short-term borrowings

Proceeds from long-term borrowings 7,710 2,574 3,071

6 unchanged sentences

Other, net ( 717 ) 153 217

Net cash used in financing activities ( 3,313 ) ( 2,464 ) ( 287 )

Net cash provided by (used in) financing activities

985 ( 3,313 ) ( 2,464 )

Change in cash and cash equivalents 387 541 312

22 unchanged sentences

Amounts Due From and To Subsidiaries

At December 31, 2023 and 2022, Elevance Health reported amounts due (to) from subsidiaries of $( 734 ) and $( 789 ), respectively.

The amounts due (to) and from subsidiaries primarily include amounts for allocated operating expenses or daily cash management activities.

At December 31, 2024 and 2023, Elevance Health reported amounts due from and (to) subsidiaries of $ 4,697 and $( 734 ), respectively.

The amounts due from and (to) subsidiaries primarily include amounts for allocated operating expenses or daily cash management activities.

These items are routinely settled, and as such, are classified as current liabilities or assets.

In June 2021 Elevance Health entered into a short-term loan agreement with a subsidiary for the amount of $ 1,500 , which is also included in amounts due from subsidiaries at December 31, 2021.

In June 2021 Elevance Health entered into a short-term loan agreement with a subsidiary for the amount of $ 1,500 .

This loan was repaid in February 2022.

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures