Elevance Health, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We carried out an evaluation as of December 31, 2024, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be disclosed in our reports under the Exchange Act. In addition, based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Management’s Report on Internal Control over Financial Reporting Management, under the supervision and with the participation of the principal executive officer and principal financial officer, of Elevance Health, Inc. (the “Company”) is responsible for establishing and maintaining effective internal control over financial reporting (“Internal Control”), as such term is defined in the Exchange Act. The Company’s Internal Control is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. The Company’s Internal Control 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 GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. -134- Because of inherent limitations in any Internal Control, no matter how well designed, misstatements due to error or fraud may occur and not be detected. Accordingly, even effective Internal Control can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Management, under the supervision and with the participation of the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s Internal Control as of December 31, 2024. 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 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, 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. / S / G AIL K. B OUDREAUX / S / M ARK B. K AYE President and Chief Executive Officer Executive Vice President and Chief Financial Officer Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. -135- Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Elevance Health, Inc. Opinion on Internal Control Over Financial Reporting We have audited Elevance Health, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Elevance Health, Inc. (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 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. as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(c) and our report dated February 20, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Indianapolis, Indiana February 20, 2025 -136- ITEM 9B. OTHER INFORMATION. Rule 10b5-1 Trading Plans 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None. PART III ITEM 10. 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. ” The information required by this Item concerning our Directors and nominees for Director, information about our Audit Committee members and financial expert(s), disclosure of any delinquent filers under Section 16(a) of the Exchange Act and our Code of Conduct is incorporated herein by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item concerning remuneration of our Executive Officers and Directors, material transactions involving such Executive Officers and Directors and Compensation Committee interlocks, as well as the Compensation and Talent Committee Report and the CEO pay ratio are incorporated herein by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Securities Authorized for Issuance under Equity Compensation Plans Securities authorized for issuance under our equity compensation plans as of December 31, 2024 are as follows: Plan Category 1 Number of securities to be issued upon exercise of outstanding options, warrants and rights 2 (a) Weighted-average exercise price of outstanding options, warrants and rights 3 (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 4 (c) Equity compensation plans approved by shareholders as of December 31, 2024 4,415,217 $361.36 14,215,732 1 We have no equity compensation plans pursuant to which awards may be granted in the future that have not been approved by shareholders. -137- 2 Includes shares that may be issued under the Elevance Health Incentive Compensation Plan and the 2017 Elevance Health Incentive Compensation Plan pursuant to the following outstanding awards: 2,863,293 stock options, 500,096 unvested restricted stock units, and 1,051,828 performance stock units (assuming that the outstanding performance stock units are earned at the maximum award level). 3 Represents the weighted average exercise price of outstanding stock options. 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 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. The information required by this Item concerning the stock ownership of management and five percent beneficial owners is incorporated herein by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The information required by this Item concerning certain relationships and related person transactions and Director independence is incorporated herein by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this Item concerning principal accountant fees and services is incorporated herein by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year. -138- PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) 1. Financial Statements: The following consolidated financial statements of the Company are set forth in Part II, Item 8: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2024 and 2023 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 Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 Notes to Consolidated Financial Statements 2. Financial Statement Schedule: The following financial statement schedule of the Company is included in Item 15(c): Schedule II—Condensed Financial Information of Registrant (Parent Company Only). All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, are inapplicable, or the required information is included in the consolidated financial statements, and therefore, have been omitted. 3. Exhibits required to be filed as part of this report: Exhibit Number Exhibit 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. 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. 4.2 Indenture, dated as of January 10, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York 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 January 11, 2006. (a) Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 11, 2006. (b) Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 8, 2007. (c) Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, 2010. (d) Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 7, 2012. (e) Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 10, 2012. -139- Exhibit Number Exhibit (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 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. (h) 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. 4.4 Indenture dated as of November 21, 2017 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 November 21, 2017. (a) 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. (b) 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. (c) 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. (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) 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. (j) 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. (k) 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. (l) 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. (m) 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. (n) 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. (o) 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. (p) 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. -140- Exhibit Number Exhibit (q) 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. (r) 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. (s) 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. (t) 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. (u) 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. (v) Form of 5. 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. (w) Form of 5. 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. (x) 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. (y) Form of 4. 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. (z) Form of 4. 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. (aa) Form of 5 . 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. (bb) Form of 5. 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. (cc) Form of 5. 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. 4.6 Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act, incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. 10.1 * Elevance Health Incentive Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022. (a) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2016 and 2017, incorporated by reference to Exhibit 10.2(s) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. 10.2 * 2017 Elevance Health Incentive Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. (a) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2018, incorporated by reference to Exhibit 10.2(d) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. (b) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement commencing July 2018, incorporated by reference to Exhibit 10.2(h) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. -141- Exhibit Number Exhibit (c) Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2019, incorporated by reference to Exhibit 10.2(l) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. (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 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. (f) 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. (g) 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. (h) 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. (i) 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. (j) 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. (k) 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. (l) 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. (m) 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. (n) 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. (o) 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. (p) 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 . -142- Exhibit Number Exhibit 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. 10.6 * Elevance Health Directed Executive Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.7 * Elevance Health Board of Directors Compensation Program, as amended and restated effective May 10, 2023, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. 10.8 * Elevance Health Board of Directors’ Deferred Compensation Plan, as amended and restated effective June 28, 2022, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 10.9 * (a) Form of Employment Agreement between the Company and each of the following: John E. 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. (c) Form of Employment Agreement between the Company and each of the following: 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 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 . 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Elevance Health, Inc. 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. -143- Exhibit Number Exhibit 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. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101. * Indicates management contracts or compensatory plans or arrangements. (b) Exhibits The response to this portion of Item 15 is set forth in paragraph (a) 3 above. (c) Financial Statement Schedule Schedule II—Condensed Financial Information of Registrant (Parent Company Only). ITEM 16. FORM 10-K SUMMARY. None. Schedule II—Condensed Financial Information of Registrant -144- Elevance Health, Inc. (Parent Company Only) Balance Sheets (In millions, except share data) December 31, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 1,870 $ 1,483 Equity securities 487 80 Other receivables 49 58 Net due from subsidiaries 4,697 — Other current assets 705 959 Total current assets 7,808 2,580 Other invested assets 3,636 822 Property and equipment, net 159 178 Deferred tax assets, net — 199 Investments in subsidiaries 63,173 63,426 Other noncurrent assets 584 217 Total assets $ 75,360 $ 67,422 Liabilities and shareholders’ equity Liabilities Current liabilities: Accounts payable and accrued expenses $ 737 $ 1,709 Net due to subsidiaries — 734 Current portion of long-term debt 1,649 1,649 Other current liabilities 610 413 Total current liabilities 2,996 4,505 Long-term debt, less current portion 29,193 23,221 Deferred tax liabilities, net 55 — Other noncurrent liabilities 1,801 390 Total liabilities 34,045 28,116 Commitments and contingencies—Note 5 Shareholders’ equity Preferred stock, without par value, shares authorized - 100,000,000 ; shares issued and outstanding - none — — Common stock, par value $ 0.01 , shares authorized - 900,000,000 ; shares issued and outstanding - 227,479,695 and 233,071,088 2 2 Additional paid-in capital 8,911 8,868 Retained earnings 33,549 31,749 Accumulated other comprehensive loss ( 1,147 ) ( 1,313 ) Total shareholders’ equity 41,315 39,306 Total liabilities and shareholders’ equity $ 75,360 $ 67,422 See accompanying notes. -145- Elevance Health, Inc. (Parent Company Only) Statements of Income Years ended December 31 (In millions) 2024 2023 2022 Revenues Net investment income $ 110 $ 25 $ 4 Net (losses) gains on financial instruments ( 23 ) ( 100 ) 2 Service fees 9 8 7 Total revenues (losses) 96 ( 67 ) 13 Expenses Operating expense 279 352 188 Interest expense 1,172 1,017 845 Total expenses 1,451 1,369 1,033 Loss before income tax credits and equity in net income of subsidiaries ( 1,355 ) ( 1,436 ) ( 1,020 ) Income tax credits ( 477 ) ( 214 ) ( 461 ) Equity in net income of subsidiaries 6,858 7,209 6,453 Shareholders’ net income $ 5,980 $ 5,987 $ 5,894 See accompanying notes. -146- Elevance Health, Inc. (Parent Company Only) Statements of Comprehensive Income Years ended December 31 (in millions) 2024 2023 2022 Shareholders’ net income $ 5,980 $ 5,987 $ 5,894 Other comprehensive income (loss), net of tax: Change in net unrealized gains/losses on investments 109 1,123 ( 2,249 ) Change in non-credit component of impairment losses on investments 1 — ( 3 ) Change in net unrealized gains/losses on cash flow hedges 4 18 10 Change in net periodic pension and other benefit costs 60 40 ( 70 ) Change in future policy benefits ( 2 ) ( 3 ) 32 Foreign currency translation adjustments ( 6 ) ( 1 ) ( 13 ) Other comprehensive income (loss) 166 1,177 ( 2,293 ) Total shareholders’ comprehensive income $ 6,146 $ 7,164 $ 3,601 See accompanying notes. -147- Elevance Health, Inc. (Parent Company Only) Statements of Cash Flows Years ended December 31 (In millions) 2024 2023 2022 Net cash provided by operating activities $ 1,451 $ 4,113 $ 1,447 Investing activities Purchases of investments ( 3,240 ) ( 95 ) ( 367 ) Proceeds from sales, maturities, calls and redemptions of investments 1,567 212 618 Repayment of note to subsidiary — — 1,500 Capitalization of subsidiaries ( 324 ) ( 363 ) ( 411 ) Changes in securities lending collateral ( 16 ) 42 36 Purchases of property and equipment, net of sales ( 36 ) ( 55 ) ( 47 ) Net cash (used in) provided by investing activities ( 2,049 ) ( 259 ) 1,329 Financing activities Net repayments of short-term borrowings — — ( 300 ) Proceeds from long-term borrowings 7,710 2,574 3,071 Repayments of long-term borrowings ( 1,650 ) ( 1,909 ) ( 1,899 ) Changes in securities lending payable 16 ( 42 ) ( 36 ) Repurchase and retirement of common stock ( 2,900 ) ( 2,676 ) ( 2,316 ) Cash dividends ( 1,586 ) ( 1,466 ) ( 1,290 ) Proceeds from issuance of common stock under employee stock plans 221 152 182 Taxes paid through withholding of common stock under employee stock plans ( 109 ) ( 99 ) ( 93 ) Other, net ( 717 ) 153 217 Net cash provided by (used in) financing activities 985 ( 3,313 ) ( 2,464 ) Change in cash and cash equivalents 387 541 312 Cash and cash equivalents at beginning of year 1,483 942 630 Cash and cash equivalents at end of year $ 1,870 $ 1,483 $ 942 See accompanying notes. -148- Elevance Health, Inc. (Parent Company Only) Notes to Condensed Financial Statements December 31, 2024 (In Millions, Except Per Share Data) 1. Basis of Presentation and Significant Accounting Policies In the parent company only financial statements of Elevance Health, Inc. (“Elevance Health”), Elevance Health’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries. Elevance Health’s share of net income of its unconsolidated subsidiaries is included in income using the equity method of accounting. Certain amounts presented in the parent company only financial statements are eliminated in the consolidated financial statements of Elevance Health. Elevance Health’s parent company only financial statements should be read in conjunction with Elevance Health’s audited consolidated financial statements and the accompanying notes included in Part II, Item 8 of this Annual Report on Form 10-K. 2. Subsidiary Transactions Dividends from Subsidiaries Elevance Health received cash dividends from subsidiaries of $ 6,322 , $ 4,909 and $ 3,097 during 2024, 2023 and 2022, respectively. Dividends to Subsidiaries Certain subsidiaries of Elevance Health own shares of Elevance Health common stock. Elevance Health paid cash dividends to subsidiaries related to these shares of common stock in the amount of $ 78 , $ 71 and $ 61 during 2024, 2023 and 2022, respectively. Investments in Subsidiaries Capital contributions to subsidiaries were $ 324 , $ 363 and $ 411 during 2024, 2023 and 2022, respectively. Amounts Due From and To Subsidiaries 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 . This loan was repaid in February 2022. Guarantees on Behalf of Subsidiaries Elevance Health guarantees contractual or financial obligations or solvency requirements for certain of its subsidiaries. These guarantees approximated $ 912 at December 31, 2024. There were no payments made on these guarantees in 2024. 3. Derivative Financial Instruments The information regarding derivative financial instruments contained in Note 6, “Derivative Financial Instruments,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. -149- 4. Long-Term Debt The information regarding long-term debt contained in Note 13, “Debt,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. 5. Commitments and Contingencies The information regarding commitments and contingencies contained in Note 14, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. 6. Capital Stock The information regarding capital stock contained in Note 15, “Capital Stock,” of the Notes to Consolidated Financial Statements of Elevance Health and its subsidiaries, included in Part II, Item 8 of this Annual Report on Form 10-K, is incorporated herein by reference. -150- 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. ELEVANCE HEALTH, I NC . By: /s/ GAIL K. BOUDREAUX Gail K. Boudreaux President and Chief Executive Officer Dated: February 20, 2025 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 and on the dates indicated. Signature Title Date /s/ GAIL K. BOUDREAUX President and Chief Executive Officer, Director (Principal Executive Officer) February 20, 2025 Gail K. Boudreaux /s/ MARK B. KAYE Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 20, 2025 Mark B. Kaye /s/ RONALD W. PENCZEK Chief Accounting Officer and Controller (Principal Accounting Officer) February 20, 2025 Ronald W. Penczek /s/ ELIZABETH E. TALLETT Chair of the Board February 20, 2025 Elizabeth E. Tallett /s/ R. KERRY CLARK Director February 20, 2025 R. Kerry Clark /s/ SUSAN D. DEVORE Director February 20, 2025 Susan D. DeVore /s/ ROBERT L. DIXON, JR. Director February 20, 2025 Robert L. Dixon, Jr. /s/ LEWIS HAY III Director February 20, 2025 Lewis Hay III /s/ BAHIJA JALLAL Director February 20, 2025 Bahija Jallal /s/ ANTONIO F. NERI Director February 20, 2025 Antonio F. Neri /s/ RAMIRO G. PERU Director February 20, 2025 Ramiro G. Peru /s/ RYAN M. SCHNEIDER Director February 20, 2025 Ryan M. Schneider /s/ DEANNA D. STRABLE Director February 20, 2025 Deanna D. Strable -151-