Elevance Health (ELV) 10-K risk factor changes: FY2024 vs FY2023

[removed: Our profitability depends] [added: Profitability is also dependent] on [removed: accurately predicting and pricing healthcare costs and] our ability to manage future healthcare costs through medical management, product design, negotiation of favorable provider contracts and underwriting criteria.

Total healthcare costs are affected by the type, number and [added: unit] cost of individual services rendered.

Numerous factors affecting healthcare costs may adversely affect our ability to predict and manage [removed: healthcare] [added: such] costs, and may impact our business, cash flows, financial condition and results of operations.

These factors include, among [removed: others,] [added: others:] changes in healthcare [removed: practices,] [added: practices; healthcare utilization patterns;] demographic characteristics including the aging [removed: population,] [added: population; previously uninsured members entering the healthcare system;] short and long-term risks associated with our members' lifestyle [removed: decisions,] [added: decisions;] medical cost [removed: inflation,] [added: inflation;] increased labor [removed: costs,] [added: costs; provider and member fraud;] evolution of new technologies, drugs and [removed: treatments,] [added: treatments;] increased cost of individual [removed: services,] [added: services;] increased number and cost of prescription [removed: drugs,] [added: drugs; direct-to-consumer marketing by drug manufacturers;] clusters of high cost [removed: cases,] [added: cases;] increased use of services, including resulting from pandemics, large-scale medical emergencies, increasing natural [removed: disasters in connection with climate change and other public health crises, new mandated benefits and treatment guidelines and changes to other regulations impacting our business.]

Slight differences between [added: our] predicted and actual medical costs or utilization rates as a percentage of premium revenues can result in significant changes in our results of operations.

Many factors, including those discussed above, [added: have caused, and] may [removed: cause] [added: in the future cause,] actual costs to exceed those estimated and reflected in our [removed: Commercial] [added: commercial] premiums and Medicare and Medicaid bids.

[removed: Any] [added: In addition, any] variation from our [added: cost] expectations regarding acuity, enrollment levels, adverse selection, or other assumptions utilized in setting premium [removed: rates] [added: rates,] could have a material adverse effect on our results of operations, financial position, and cash [removed: flows, and may require further adjustments to our rates and participation in Public Exchanges going forward.][added: flows.]

Factors that have contributed, and may continue to [removed: contribute to,] [added: contribute, to] a reduction in enrollment include: reductions in workforce by existing [removed: customers,] [added: customers;] a reduction in Medicaid membership due to the end of the temporary suspension of eligibility redetermination for Medicaid recipients in response to the COVID-19 [removed: pandemic,] [added: pandemic;] a general economic upturn that results in fewer individuals being eligible for Medicaid [removed: programs,] [added: programs;] a general economic downturn that results in business failures and high unemployment [removed: rates,] [added: rates;] employers no longer offering certain healthcare coverage as an employee benefit or electing to offer coverage on a voluntary, employee-funded [removed: basis,] [added: basis;] participation on Public [removed: Exchanges,] [added: Exchanges;] federal and state regulatory [removed: changes,] [added: changes;] failure to obtain new customers or retain existing [removed: customers,] [added: customers;] premium increases and benefit [removed: changes,] [added: changes;] our exit from a specific [removed: market,] [added: market;] negative publicity and news [removed: coverage, and] [added: coverage; and,] failure to attain or maintain nationally recognized accreditations.

Due to this concentration of business in these states, we are exposed to potential losses resulting from the risk of state-specific or regional economic downturns [added: or healthcare coverage changes] impacting these states.

A cyber-attack or other privacy or data security incident [added: sustained by us or third parties we rely on] could result in an unauthorized disclosure of sensitive or confidential information, cause a loss of data, disrupt our operations, give rise to remediation or other expenses, expose us to liability under [added: our contracts,] federal, state and international laws, and subject us to litigation and investigations, which could have an adverse effect on our business, [added: reputation,] cash flows, financial condition and results of operations.

Our facilities and systems, and those of our third-party service providers, including our business associates, are regularly the target of, and may be vulnerable to, cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, negligent or wrongful conduct by associates or others with permitted access to our systems and information, or other [removed: threats.][added: threats or catastrophic events.]

In addition, because the techniques used to obtain unauthorized access, disable, disrupt or degrade service or sabotage systems change frequently, are becoming increasingly [removed: sophisticated,] [added: sophisticated (in part due to the use of evolving technologies),] and may not immediately produce signs of intrusion, we may be unable to anticipate these [removed: techniques,] [added: techniques and threats,] timely discover or counter them or implement adequate preventative measures.

We have business continuation and resiliency plans which are maintained, updated and tested regularly in an effort to [removed: ensure successful containment] [added: successfully contain] and [removed: remediation of] [added: remediate] potential disruptions or cyber [removed: events.][added: events, but there is no guarantee that such efforts will be effective.]

[added: Cybersecurity and the continued development and enhancement of our] controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage and unauthorized access remain a priority for us.

Noncompliance with any privacy, security or data protection laws and regulations, or any security breach, cyber-attack or [removed: cyber-security] [added: cybersecurity] breach, and any incident involving the misappropriation, [added: exfiltration,] theft, loss or other unauthorized disclosure or use of, or access to, sensitive or confidential information, whether by us or by one of our third-party service providers or their vendors, [added: previously have and] could [added: in the future] require us to expend significant resources to continue to modify or enhance our protective measures and to remediate any damage.

[removed: In addition, this could negatively affect our operations, cause system disruptions, damage our reputation, cause membership losses and contract breaches,] [added: identity theft,] and [removed: could also] result in regulatory enforcement actions, material fines and penalties, litigation or other actions that could have a material adverse effect on our business, cash flows, financial condition and results of operations.

These laws, rules, regulations and contractual requirements are subject to change, and the regulatory environment surrounding data protection and privacy is [removed: generally] becoming more onerous.

Compliance with existing or new privacy, [removed: security] [added: security, technology] or data protection laws, regulations and requirements may result in increased [removed: enforcement,] [added: enforcement and] costs, and may constrain or require us to alter our business model or operations.

There are various risks [added: and conditions] associated with participating in Medicare and Medicaid programs, including [removed: dependence upon government funding] [added: payment rates, processes] and [added: timelines that are determined by] the [removed: timing of payments,] [added: government,] compliance with government [removed: contracts] [added: contract requirements] and [removed: increased] regulatory oversight.

[removed: Regulatory reform initiatives or changes] [added: Changes] in existing laws or regulations applicable to these programs, or their interpretations, are difficult to predict and could have a material adverse effect on our business, cash flows, financial condition and results of operations.

Revenues from the Medicare and Medicaid programs are [removed: dependent,] [added: determined,] in whole or in part, [removed: upon annual funding from] [added: by] the federal government and/or applicable state governments, and base premium rates paid by each state or federal agency differ depending upon a combination of factors such as defined upper payment limits, a member’s health status, age, gender, county [added: or region, benefit mix, member eligibility category and risk scores.]

[removed: Future rates] [added: Rates] may be affected by [removed: continued government efforts to contain costs and] federal and state budgetary constraints.

Additionally, ongoing CMS changes to the calculation of risk in the Medicare Advantage program may impact our [removed: federal funding.][added: revenue.]

[removed: Actual results may be materially] different than our assumptions and estimates and could have a material adverse effect on our business, financial condition and results of operations.

We have been subject in the past, and may again be in the future, to administrative actions, fines, penalties, liquidated damages or retrospective adjustments in payments made to our health plans as a result of a failure to comply with these requirements, which has impacted, and in the future could [removed: impact] [added: impact,] our profitability.

Further, our state Medicaid contracts have not always been renewed, we have not always been awarded new contracts as a result of the competitive procurement process, and in some cases, we have lost members under existing contracts as a result of a post-award challenge by unsuccessful bidders, each of which could take place [removed: again] in the future and have a material adverse effect on our business, cash flows, financial condition and results of operations.

CMS released our [removed: 2024] [added: 2025] Star Ratings in October [removed: 2023,] [added: 2024,] which will be used to determine our Medicare Advantage plans' quality bonus payments in [removed: 2025.][added: 2026.]

Based on our membership at September 1, [removed: 2023, 34%] [added: 2024, 38%] of our Medicare Advantage members were in plans with [removed: 2024] [added: 2025] Star Ratings of at least 4.0 Stars, compared to [removed: 64%] [added: 53%] of our Medicare Advantage members being in plans with [removed: 2023] [added: 2024] Star Ratings of at least 4.0 Stars [removed: based] [added: (based] on our [removed: membership at September 1, 2022.][added: 2024 Star Ratings, as recalculated by CMS).]

This change in our [removed: 2024] [added: 2025] Star [removed: ratings] [added: Ratings] is expected to negatively impact our Medicare quality bonus payments, plan level rebates and operating revenue beginning in [removed: 2025] [added: 2026,] and our enrollment may be negatively impacted as consumers seek higher rated plans.

Further, if we do not improve our Star Ratings, or if quality-based bonus payments are reduced or eliminated, we will experience further negative impact on our revenues and the benefits that our plans can offer, which could materially and adversely affect the marketability of our plans, our [added: ability to expand our business, our] membership levels, results of operations, financial condition and cash flows.

[added: In addition, we routinely perform ordinary] course reviews of, among other things, our Medicare Advantage data submitted to CMS.

These governmental audits, or changes in how these audits are conducted, including changes that may result from the final RADV Audit rule that was issued in 2023, and [added: our] internal reviews, [added: have, and] could [added: in the future,] result in reports or disclosures for prior, current or future filing years to federal or state regulatory agencies, submission of data corrections, and/or significant adjustments in payments made to our health plans and future Medicare Advantage bids, which could adversely affect our financial condition and results of operations.

[removed: If a Medicare Advantage, MMP or Medicare Part D contract pays minimum] MLR rebates for three consecutive years, it will become ineligible to enroll new members.

For example, [removed: beginning in 2021,] hospitals [removed: were] [added: are] required to publish online payer-specific negotiated charges for each item or service the hospital provides.

Our inability to contract with providers, [removed: or if] providers [removed: attempt] [added: attempting] to use their market position to negotiate more favorable contracts or place us at a competitive disadvantage, [added: the departure of prominent network providers] or [added: provider groups to competitors, or] the inability of providers to provide adequate [removed: care,] [added: care] could adversely affect our business.

In addition, we may also have to seek alternative service providers, which may be unavailable or only available on less favorable contract [removed: terms.][added: terms or with more difficult integration hurdles.]

We delegate certain [removed: PBM] [added: pharmacy benefit manager] services, including, but not limited to, claims adjudication, pharmacy network administration, rebate administration, advanced home delivery back-end dispensing, and customer service, to CVS pursuant to the CVS Agreement.

If CVS fails to provide [removed: PBM] [added: pharmacy benefit manager] services as contractually required, we may not be able to meet the full demands of our customers, which could have a material adverse effect on our business, reputation and results of operations.

For additional information on the CVS Agreement, see “Business [removed: —] [added: -] Product and Service Descriptions,” in Part I, Item 1 of this Annual Report on Form 10-K.

The failure to [removed: effectively] [added: properly] maintain [removed: and upgrade our information systems, or] the [removed: availability and] integrity [added: or availability] of our data, [added: or to successfully maintain, protect and upgrade our information systems] could adversely affect our business.

Our profitability depends on accurately predicting and pricing for healthcare costs.

disasters in connection with climate change, geopolitical instability and other public health crises; and new mandated benefits and treatment guidelines and changes to other regulations impacting our business.

Our estimates of future benefit cost projections involve extensive judgment and are subject to considerable inherent variability.

We participate in the Public Exchange in many of the states where we offer Medicaid health plans.

The Public Exchange markets in general are highly volatile and unpredictable from year to year.

We develop each state's Public Exchange market premium rates during the spring of each year for policies effective in the following calendar year.

Legislation, regulation enforcement activity and judicial decisions that cause the Public Exchange to operate in a manner different than we projected in setting premium rates, including the potential expiration of enhanced PTCs at the end of 2025, could affect our results.

Further, if we are unable to provide higher quality outcomes and better experiences through the development and expansion of our value-based care products at lower costs or to integrate our care delivery model, our results of operations, financial position and cash flows may be adversely impacted.

Pharmaceutical products and services are a significant component of our healthcare costs.

Evolving regulations and state and federal mandates regarding coverage may impact the ability of our health plans to continue to receive existing price discounts on pharmaceutical products for our members.

Other factors affecting our pharmaceutical costs include, but are not limited to, existing prices, geographical variation in utilization of new FDA-approved pharmaceuticals and new FDA-approved indications for existing pharmaceuticals, and changes in discounts.

Public Exchange plan selection by our customers is also highly price sensitive.

Regulators are also imposing new and greater monetary fines or penalties for privacy violations, and jurisdictions where we operate have passed, and continue to propose, data privacy legislation and/or regulations related to Artificial Intelligence (“AI”).

Additionally, there have been, and may in the future be, heightened vulnerabilities due to our remote or varied geographical workforce operations.

If those efforts are not effective, the functionality of our information technology systems or those of third parties could be interrupted.

In addition, this could negatively affect our operations, cause system disruptions, damage our reputation, cause membership losses and contract breaches, expose us or our members to the risk of financial or medical

For example, CMS made significant changes to the structure of the hierarchical condition category model in version 28, which may impact risk adjustment factor (“RAF”) scores for a larger percentage of Medicare Advantage beneficiaries and could result in changes to beneficiary RAF scores with or without a change in the patient’s health status.

For example, CMS will require in future years that health plans offering certain dual-eligible products must also align with integrated Medicaid products in the same service area.

Some states are also requiring companies to offer Medicaid within a state and are conducting competitive bid processes to qualify to offer dual-eligible products.

Actual results may be materially

Certain of our contracts currently have pending RADV audits by CMS and the HHS Office of Inspector General that are awaiting CMS finalization.

Governmental regulators and agencies continue to heighten their scrutiny of business and reporting practices within the health services industry with respect to risk adjustment and claims payment.

If a Medicare Advantage, MMP or Medicare Part D contract pays minimum

From time to time, we update, transition, acquire, or expand use of our and third-party information technology systems, which may result in heightened vulnerability.

Some third-party systems that are necessary for the operation of our business processes are maintained outside of our control but would impact our business operations if compromised as a result of a cyber-attack.

We anticipate that fast-evolving AI technologies will play an increasingly significant role in our information systems and technology products.

We are subject to risks associated with our use of AI, which could adversely affect our business, reputation or financial results.

As part of our operations, we are making investments in certain AI administrative tools and solutions to enhance our operations and positively impact the experience of our members, and we continue to explore further innovation using AI.

The rapid advancement of these technologies presents opportunities for us, but there are risks associated with the development and deployment of AI, and there can be no assurance that our usage of AI will enhance our operations.

We have developed and implemented policies and procedures intended to promote and sustain responsible design, development, and use of AI.

Our AI-related efforts may give rise to risks related to accuracy, harmful bias, discrimination, intellectual property infringement, data privacy, and cybersecurity, among others.

In addition, we may be subject to new or enhanced governmental or regulatory scrutiny, litigation or other liability and ethical concerns, and negative consumer perceptions as to the use of automation and AI, or other complications that could adversely affect our business, reputation, or financial results.

Any inadequacy in or failure to comply with our responsible use of AI policies and procedures or emerging laws, regulations and standards governing AI use could cause our technology not to operate as intended or to produce outcomes that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows.

Although Medicaid eligibility redeterminations following COVID-19 suspensions slowed throughout 2024, CMS has provided that states have until December 31, 2025, to complete these eligibility redeterminations.

MLR and rebates related thereto; claims related to privacy, intellectual property and vendor disputes; claims related to our use of personal information and other proprietary data; and, customer audits and contract performance, including government contracts.

These new and changing laws and regulations include the regulation that was issued by HHS in November 2020 (but delayed to 2032 by the Inflation Reduction Act) related to drug manufacturer rebates, Medicaid spread pricing contract arrangements, the pricing of pharmaceuticals, the 2021 Appropriations Act provisions on drug price reporting and potential new regulations or legislation regarding commercial spread pricing, rebates, fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, pharmacy benefit manager compensation, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks, prohibitions on pharmacy steering and pharmacy network reimbursement methodologies, and reporting requirements, as well as greater state regulation of pharmacy benefit managers and state involvement in the self-insured and Medicare Part D markets, which are typically preempted by federal law.

These changes in legislation within the prescription drug industry and pharmacy benefit management practices have both short-term and long-term impacts that could have a material adverse effect on our business and results of operations.

The health benefits industry is subject to negative publicity, which could adversely affect our business, cash flows, financial condition and results of operations.

Negative publicity in the healthcare industry is driven by factors that include, but are not limited to, premium rate increases, prior authorization practices, industry consolidation, cost of care initiatives and debate about current or proposed legislation.

Such publicity may lead to more regulation and legislative review of industry practices, which may increase business costs and impact profitability by constraining our ability to market, maintain or expand our product and service offerings and result in increased regulatory oversight of our operations.

We expanded our participation in the Public Exchange markets for 2023 and as a result, offered Individual Public Exchange products in most of the rating regions in which we operate.

We further expanded in a limited number of additional counties in 2024.

Cybersecurity and the continued development and enhancement of our

or region, benefit mix, member eligibility category and risk scores.

In addition, we routinely perform ordinary

cost estimates and establishing appropriate pricing and reserves, have disputes with customers and providers, lengthen the pace of integration activities or otherwise delay the launch of acquired products, face regulatory problems, including sanctions and penalties, incur increases in operating expenses or suffer other adverse consequences, including a decrease in membership.

Further, as connectivity of technologies advances, artificial intelligence and business processes supported by large language models that are used by businesses and consumers may not operate as expected or may lead to unintentional bias, discrimination and/or data exposure.

increase our costs, including operating, healthcare technology and administrative costs, restrict our ability to obtain new product approvals and implement changes in premium rates, and require enhancements to our compliance infrastructure and internal controls environment, which could adversely impact our business and results of operations.

The annual redetermination process for Medicaid recipients was temporarily suspended in response to the COVID-19 pandemic; however, pursuant to the 2023 Appropriations Act, states began removing ineligible beneficiaries from their Medicaid programs starting April 1, 2023.

Where states allow certain programs to expire or have not opted for Medicaid expansion under the ACA or to expand managed care programs, we have experienced reduced Medicaid enrollment and reduced growth opportunities.

If future modifications to laws and regulations significantly reduce Medicaid enrollment, our Medicaid business will be negatively impacted.

investment, management control, labor, anti-fraud, anti-corruption and privacy and data protection, which vary by jurisdiction.

Behavioral

of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks and pharmacy network reimbursement methodologies and reporting requirements.

Recent case law, such as the 2020 U.S. Supreme Court reinstatement of an Arkansas law regulating PBMs, as well as industry publications like the 2021 NAIC white paper on the topic, may increase and impact greater state regulation of PBMs.

Our articles of incorporation

We believe our strong

- negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation;

References to the terms “we,” “our,” “us,” “Elevance Health” or the “Company” used throughout this [removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)] [added: MD&A] refer to Elevance Health, Inc., an Indiana corporation, and, unless the context otherwise requires, its direct and indirect subsidiaries.

This [removed: MD&A] [added: Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)] should be read in conjunction with [removed: our] [added: the accompanying] audited consolidated financial statements [added: and notes,] included in Part II, Item 8 of this Annual Report on Form 10-K.

This MD&A generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

A detailed discussion of [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 included in [removed: Exhibit 99.1 to] our [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: three months] [added: year] ended [removed: September 30,] [added: December 31,] 2023.

We are one of the largest health insurers in the United States in terms of medical membership, serving approximately [removed: 47] [added: 45.7] million medical members through our affiliated health plans as of December 31, [removed: 2023.][added: 2024.]

In addition, we serve members in numerous states as [removed: Amerigroup, Freedom Health, HealthSun, MMM, Optimum Healthcare, Simply Healthcare] [added: Wellpoint, Carelon, MMM] and/or [removed: Wellpoint.][added: Simply Healthcare.]

Through various subsidiaries, we also offer pharmacy services through our CarelonRx business, and other healthcare related services as Carelon [removed: Insights, Carelon Health, Carelon Behavioral Health] [added: Insights] and [removed: CareMore.][added: Carelon Health.]

[removed: As we announced in 2022, we are organizing] [added: We have organized] our brand portfolio into the following core go-to-market brands:

- Anthem Blue Cross/Anthem Blue Cross and Blue Shield — represents our [removed: existing] Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed plans;

- Wellpoint — [removed: we are uniting] [added: unites] select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and

We [removed: now] report our results of operations in the following four reportable segments: Health [removed: Benefits (aggregates our previously reported Commercial & Specialty Business and Government Business segments),] [added: Benefits,] CarelonRx, Carelon Services [removed: (previously included in our Other segment)] and Corporate & Other (our businesses that do not individually meet the quantitative [added: thresholds for an operating segment, as well as corporate expenses not allocated to our other reportable segments).]

For additional details on operating gain, see our “Reportable Segments Results [removed: of Operations” discussion included in this MD&A.]

Premium revenue is generated from risk-based contracts where we indemnify our policyholders against costs for covered health [removed: and life insurance] benefits.

Utilization rates represent the volume of consumption of health services and [added: prescription drugs, and] typically vary with the age and health status of our members and their social and lifestyle choices, along with clinical protocols and medical practice patterns in each of our markets.

Our results of operations depend in large part on our ability to accurately predict and effectively manage healthcare costs through effective contracting with providers of care to our members, product pricing, medical management and health and wellness programs, [added: including service coordination and case management for addressing complex and specialized healthcare needs,] innovative product design and our ability to maintain or achieve improvement in our Centers for Medicare and Medicaid Services Star [removed: ratings.][added: Ratings.]

[removed: Several economic factors related to healthcare costs, such as regulatory mandates of] coverage as well as direct-to-consumer advertising by providers and pharmaceutical companies, have a direct impact on the volume of care consumed by our members.

The potential effect of escalating healthcare costs, any changes in our ability to negotiate competitive rates with our providers and any regulatory or market-driven restrictions on our ability to obtain adequate premium rates to offset overall inflation in healthcare costs, including increases in unit costs and utilization [added: rates] resulting from the aging of the population and other demographics, the impact of epidemics and pandemics, as well as advances in medical technology and pharmaceuticals, may impose further risks to our ability to profitably underwrite our business and may have a material adverse impact on our results of operations.

In all other markets, we intend to maintain our position by delivering excellent service, offering competitively priced products, providing access to high-quality provider networks and effectively capitalizing on the brand strength of the Blue Cross and Blue [added: Cross and Blue] Shield names and marks.

Changes to our business environment are likely to continue as elected officials at the national and state levels continue to [removed: enact, and both elected officials and candidates for election continue to propose,] [added: enact] significant modifications to existing laws and regulations, including changes to [added: available subsidies,] taxes and fees.

Our comprehensive pharmacy services portfolio includes all core pharmacy services, such as home delivery and specialty pharmacies, claims adjudication, formulary management, pharmacy networks, rebate administration, a prescription drug database and member [removed: services.][added: services, as well as infusion services and injectable therapies.]

We frequently make adjustments to respond to legislative and regulatory changes as well as pricing and other actions [added: taken by existing competitors and new market entrants.]

*Medical Cost Trends:* Our medical cost trends are primarily driven by [removed: increases] [added: changes] in the utilization of services across all provider types and the unit cost [removed: increases] of these services.

There are many drivers of medical cost trends that can cause variance from our estimates, such as changes in the level and mix of services utilized, regulatory changes, aging of the population, health status and other demographic characteristics of our members, epidemics, pandemics, advances in medical technology, new high-cost prescription drugs, [added: new indications of existing prescription drugs,] provider contracting inflation, labor costs and healthcare provider or member fraud.

[removed: Under the] [added: The] Consolidated Appropriations Act of 2023, [removed: Congress] decoupled Medicaid eligibility redeterminations from the [added: COVID-19] Public Health Emergency initially declared in January [removed: 2020 relating to COVID-19 (the “PHE”).][added: 2020.]

[removed: As] [added: Since] redeterminations have resumed, we have [removed: experienced] [added: continued to experience] a decline in our Medicaid membership.

[removed: Over time, we] [added: We] expect growth [added: over time] in our commercial plans, including through the Public [removed: Exchanges,] [added: Exchanges in states where we offer commercial plans,] as members who [removed: are no longer eligible for] [added: have lost] Medicaid coverage [removed: in our 14 commercial states] seek [added: alternative] coverage elsewhere.

The Inflation Reduction Act of [removed: 2022, which was signed into law in August 2022,] [added: 2022] contains a variety of provisions that [added: have impacted, and continue to] impact our business including [removed: an extension of] [added: by extending] the American Rescue Plan Act of 2021's enhanced Premium Tax Credits (“PTC”) through 2025; imposing a new corporate alternative minimum tax; providing a one percent excise tax on repurchases of [removed: stock made after December 31, 2022;] [added: stock;] allowing [removed: the Centers for Medicare and Medicaid Services (“CMS”)] [added: CMS] to negotiate prices on a limited set of prescription drugs in Medicare [removed: Parts B and D beginning] [added: effective] in 2026; instituting caps on insulin cost sharing in [removed: Medicare Parts B and D;] [added: Medicare;] redesigning [removed: of] the Medicare Part D benefit; [removed: adding a requirement that] [added: requiring] drug manufacturers [added: to] pay rebates if prices increase beyond inflation; and delaying the implementation of the Trump Administration Medicare drug rebate rule [removed: to] [added: until at least] 2032.

The extension of the enhanced PTC has allowed for growth in Individual Public Exchange enrollment [removed: as Medicaid eligibility redeterminations have resumed, supporting] [added: and has supported] continuity of coverage [removed: for more people.][added: since Medicaid eligibility redeterminations resumed in 2023.]

The Consolidated Appropriations Act of 2021 (the “2021 Appropriations Act”) has impacted [removed: and in the future may have a material effect upon] our business, including [added: by imposing additional disclosure and reporting requirements related to broker compensation, mental health parity, pharmacy benefits and drug costs, as well as] procedures and coverage requirements related to surprise medical [removed: bills] [added: bills, provider directory maintenance] and [removed: new mandates for] continuity of care for certain [removed: patients, price comparison tools, disclosure of broker compensation, mental health parity reporting and reporting on pharmacy benefits and drug costs.][added: patients.]

The requirements [removed: of] [added: applicable to us under] the 2021 Appropriations Act [removed: applicable to us] had varying effective dates, [removed: some of which were effective] [added: beginning] in December [removed: 2021 and during 2022, and others which were extended into 2023 since the enactment of the 2021 Appropriations Act.][added: 2021.]

The health plan price transparency regulations issued by the U.S. Departments of Health and Human Services, [removed: Labor] [added: Labor,] and Treasury [added: (“the Tri-Agencies”) pursuant to the 2021 Appropriations Act] required us [removed: in 2022] to begin disclosing [removed: detailed] [added: certain] pricing information regarding negotiated rates [removed: for all covered items] and [removed: services between the plan or issuer and in-network providers and] historical [removed: payments to, and billed charges from, out-of-network providers.][added: payment information with providers in 2022.]

Additionally, [removed: beginning in 2023,] [added: as directed by law,] we [removed: were required to] make available to members personalized out-of-pocket cost information and [removed: the] underlying negotiated [removed: rates for 500 covered healthcare items and services, including prescription drugs.][added: rates.]

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”), continues to impact our business and results of operations, including pricing, minimum [removed: medical loss ratios and the geographies in which our products are available.]

For additional discussion regarding regulatory trends and uncertainties, and risk factors that could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K, see Part I, Item 1 [removed: “Business — *Regulation*”] [added: “Business-*Regulation*”] and Part I, Item 1A “Risk Factors.”

The 2023-2024 Business Efficiency Program [removed: includes] [added: included] the write-off of certain information technology assets and contract exit costs, a reduction in staff including the relocation of certain job functions, and the impairment of assets associated with the closure or partial closure of data centers and offices.

The 2023-2024 Business Efficiency Program [removed: is expected to be substantially complete by the end of the third quarter] [added: was finalized as] of [added: December 31,] 2024.

Pursuant to [removed: CMS’s] [added: CMS’] Medicare Advantage Star [removed: ratings] [added: Ratings] system, CMS annually awards between 1.0 and 5.0 Stars to Medicare Advantage plans based on performance in several categories.

CMS released our [removed: 2024] [added: 2025] Star [removed: ratings] [added: Ratings] in October [removed: 2023,] [added: 2024,] which will be used to determine our Medicare Advantage [removed: plans’ Star quality] bonus payments [removed: beginning] in [removed: 2025.][added: 2026.]

We expect [added: this change will result in] a reduction to our [removed: 2025] [added: 2026] operating revenue of approximately [removed: $500,] [added: $183 million,] net of offsets from contracting [removed: provisions due to this change in Star ratings.][added: provisions.]

Further, we expect to [removed: partially] mitigate the financial impact to our [removed: 2025] [added: 2026] operating gain and net income [added: per share resulting from this change] through various strategies such as contract diversification, operating expense efficiencies, capital deployment alternatives and network enhancements.

of Operations” discussion included in this MD&A.

Several economic factors related to healthcare costs, such as regulatory mandates of

We continue to participate in the Individual state- or federally-facilitated marketplaces (“the Public Exchange”) in nearly all of our Anthem Blue Cross and Anthem Blue Cross and Blue Shield service areas.

We anticipate growth in our Public Exchange memberships as former Medicaid members, no longer eligible for Medicaid coverage, continue to seek alternative coverage options.

Additionally, we are entering select service areas in Florida, Maryland, and Texas in 2025, using our Simply Healthcare and Wellpoint brands, and we are actively evaluating expansion opportunities in additional marketplaces beyond 2025.

CarelonRx delegates certain core pharmacy services to CaremarkPCS Health, L.L.C., which is a subsidiary of CVS Health Corporation (“CVS”), pursuant to an agreement (the “CVS Agreement”) with the current contractual term extending through December 31, 2027.

We can elect to have CVS continue to provide services to us for a three-year extension period on the same terms and conditions as in the current CVS Agreement in the event of a termination or non-renewal by either party.

If the approvals of any annual premium rate changes by contracted government agencies are delayed, we are required to defer the recognition of any premium rate increases to the period in which the premium rates become final.

The impact of this deferral can be significant in the period in which the increased premium rates are first recognized depending on the magnitude of the premium rate increase, the number of members to which it applies and the length of the delay between the

effective date of the rate increase and the final contract date.

Premium rate decreases are recognized in the period the change in premium rate becomes effective and the change in the rate is known, which may be prior to the period in which the contract amendment affecting the rate is finalized.

Although most states have completed this process, Centers for Medicare and Medicaid Services (“CMS”) has provided that states have until December 31, 2025 to complete these eligibility redeterminations.

If Congress does not act to extend the enhanced PTC, they will expire at the end of 2025, which could have a material adverse effect on our business and results of operations.

In September 2024, the Tri-Agencies issued final regulations related to mental health parity that will require health plans to make administrative and operational changes to comply with these final regulations.

While some provisions became effective on January 1, 2025, additional guidance from the Tri-Agencies will be necessary to assess the full impact of these regulations on our operations and financial results.

Litigation has been filed challenging the final regulation and is pending court action.

medical loss ratios, and the geographies in which our products are available.

Our 2024 Star Ratings, which are used for payment year 2025, reflect that 53% of our Medicare Advantage members were enrolled in plans rated at least 4.0 Stars or higher.

This is an increase, based on subsequent recalculations by CMS, over the original 2024 Star Ratings from October 2023, which reflected that 34% of our Medicare Advantage members were enrolled in plans rated at least 4.0 Stars or higher.

Our 2025 Star Ratings reflect that 38% of our Medicare Advantage members were enrolled in plans rated at least 4.0 Stars or higher.

Business Acquisitions and Divestitures

Investments in Joint Ventures and Completed Acquisitions

This acquisition aligns with our strategic plan to grow the Health Benefits segment and leverage industry-leading expertise while serving Medicaid and dual-eligible populations.

On December 10, 2024, we completed our acquisition of RSV QOZB LTSS, Inc. and certain affiliated entities (d/b/a CareBridge), a value-based healthcare company that manages home and community-based services for Medicaid and dual-eligible Medicaid/Medicare members receiving long-term services and support.

This acquisition aligns with Carelon Services’ care at home strategy, and our vision to be an innovative, valuable, and inclusive healthcare partner by providing care management programs that improve the lives of the people we serve.

On August 6, 2024, as discussed in Note 5 “Investments,” we made an equity investment of $2,580 that resulted in our minority interest ownership of approximately 35% of Augusta Topco Holdings, L.P. (“Mosaic Health”), a joint venture with Clayton, Dubilier & Rice (“CD&R”) that is designed to accelerate innovation in care delivery across multiple regions in the United States by bringing together certain care delivery and enablement assets of Carelon Management Services, LLC (“CMSI Assets”), a Carelon Health business, and two CD&R portfolio businesses, apree health and Millennium Physician Group.

Our additional contribution of the CMSI Assets to Mosaic Health was completed on January 1, 2025, for which we received an additional $300 of equity (approximately 5% ownership) in Mosaic Health.

The CMSI Assets are included under the captions “Assets held for sale” and “Liabilities held for sale” in our consolidated balance sheets as of December 31, 2024.

On March 11, 2024, we completed our acquisition of Paragon Healthcare, Inc. and its subsidiaries (“Paragon”).

Divestiture

The related net assets held for sale for the life and disability businesses divested as of December 31, 2023, and the results of operations for such businesses for the year ended December 31, 2024 were not material.

We are a defendant in multiple lawsuits that were initially filed in 2012 against the BCBSA and Blue Cross and/or Blue Shield licensees (the “Blue plans”) across the country.

Cases filed in 28 states were consolidated into a single, multi-district proceeding captioned *In re Blue Cross Blue Shield Antitrust Litigation* (“BCBSA Litigation”), that is pending before the U.S. District Court for the Northern District of Alabama (the “Court”).

The BCBSA and Blue plans approved a settlement agreement and release with the subscriber plaintiffs (the “Subscriber Settlement Agreement”), and the ultimate amount paid by the Company under the Subscriber Settlement Agreement was $604, which was primarily accrued in 2020.

The Subscriber Settlement Agreement and the defendants’ payment and non-monetary obligations under the Subscriber Settlement Agreement became effective in June 2024 with the request for the second Blue plan bid provision effective in September 2024.

The funds held in escrow will be distributed in accordance with the Subscriber Settlement Agreement.

The BCBSA and the Blue plans have approved a settlement agreement and release (the “Provider Settlement Agreement”) with the provider plaintiffs, and in October 2024, the provider plaintiffs filed a motion for preliminary approval with the Court.

The Court granted preliminary approval of the Provider Settlement Agreement on December 4, 2024.

If approved by the Court, the Provider Settlement Agreement will require the defendants to make a monetary settlement payment, our portion of which is estimated to be $666, and will contain certain non-monetary terms including (i) expansion of certain opportunities to contract with providers in contiguous service areas, (ii) certain prompt pay commitments, and (iii)

various technological enhancements to the BlueCard program.

Our branding strategy reflects the evolution of our business from a traditional health insurance company to a lifetime, trusted health partner.

Given this evolution, we reviewed and modified how we manage our business, monitor our performance and allocate resources, and made changes to our reportable segments beginning in the first quarter of 2023.

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thresholds for an operating segment, as well as corporate expenses not allocated to our other reportable segments).

During the fourth quarter of 2023, we moved our Carelon Global Solutions international businesses from the Corporate & Other reportable segment to the Carelon Services reportable segment.

All prior period reportable segment information has been reclassified for comparability to conform to the current presentation.

In 2023, we made the decision to expand our participation in the Individual state- or federally-facilitated marketplaces (the “Public Exchange”) for 2024.

For 2024, we are offering Individual Public Exchange products in 141 of the 143 rating regions in which we operate, in comparison to 138 of the 143 rating regions in 2023.

In addition, the continuing growth in our government-sponsored business exposes us to increased regulatory oversight.

CarelonRx delegates certain core pharmacy services to CVS, pursuant to the CVS Agreement that is set to terminate on December 31, 2025.

CarelonRx also operates a specialty pharmacy and beginning in 2024, will assume responsibility for pharmacy mail order front-end intake and member services.

taken by existing competitors and new market entrants.

This process is anticipated to take up to 14 months to complete, although most states are expected to complete the redetermination process by June 30, 2024.

On May 11, 2023, the PHE ended in accordance with the Biden Administration’s January 30, 2023 announcement.

Effective January 1, 2024, this requirement has expanded to include all items and services.

Based on our membership at September 1, 2023, 34% of our Medicare Advantage members were in plans with 2024 Star ratings of at least 4.0 Stars, compared to 64% of our Medicare Advantage members being in plans with 2023 Star ratings of at least 4.0 Stars based on our membership at September 1, 2022.

This change in our 2024 Star ratings is expected to impact our Star quality bonus payments and plan level rebates beginning in 2025.

The acquisition is expected to close in the first half of 2024 and is subject to standard closing conditions and customary approvals.

The acquisition is expected to close in the third quarter of 2024 and is subject to standard closing conditions and customary approvals.

The divestiture is expected to close in the first half of 2024 and is subject to standard closing conditions and customary approvals.

On January 23, 2023, we announced our entrance into an agreement to acquire Louisiana Health Service & Indemnity Company, d/b/a Blue Cross and Blue Shield of Louisiana, or BCBSLA, an independent licensee of the BCBSA that provides

healthcare plans to the Individual, Employer Group, Medicaid and Medicare markets, primarily in the State of Louisiana.

This acquisition aligns with our vision to be an innovative, valuable, and inclusive healthcare partner as we bring our innovative whole-health solutions to BCBSLA’s members.

The acquisition is subject to closing conditions and approvals.

In the consolidated multi-district proceeding in the United States District Court for the Northern District of Alabama (the “Court”) captioned *In re Blue Cross Blue Shield Antitrust Litigation* (“BCBSA Litigation”), the BCBSA and Blue Cross and/or Blue Shield licensees, including us (the “Blue plans”) previously approved a settlement agreement and release with the plaintiffs representing a putative nationwide class of health plan subscribers (the “Subscriber Settlement Agreement”), which agreement required the Court’s approval to become effective.

The Subscriber Settlement Agreement applies only to the subscriber class.

The defendants continue to contest the consolidated cases brought by the provider plaintiffs.

In August 2022, the Court issued a final order approving the Subscriber Settlement Agreement (the “Final Approval Order”).

In compliance with the Subscriber Settlement Agreement, the Company paid $506 into an escrow account in September 2022, for an aggregate and full settlement payment by the Company of $596, which amount was accrued in 2020.

Four notices of appeal of the Final Approval Order were filed prior to the September 2022 appeal deadline.

Those appeals were heard by a panel of the United States Court of Appeals for the Eleventh Circuit (the “Eleventh Circuit”) in September 2023.

In October 2023, the Eleventh Circuit affirmed the Final Approval Order.

Petitions for rehearing filed by certain appellants in November 2023 and December 2023 remain pending.

In the event all appellate rights are exhausted in a manner that affirms the Court’s Final Approval Order, the defendants’ payment and non-monetary obligations under the Subscriber Settlement Agreement will become effective and the funds held in escrow will be distributed in accordance with the Subscriber Settlement Agreement.

The increase in operating revenue was primarily driven by higher premium revenues in our Health Benefits business resulting from premium rate increases to more accurately reflect the cost of care.

The increase was further attributable to growth in our CarelonRx pharmacy product revenue driven by growth in external pharmacy members and the acquisition of BioPlus in the first quarter of 2023.

The increase in net income was primarily due to higher premium revenues in our Health Benefits business resulting from premium rate increases to more accurately reflect the cost of care.

These increases were partially offset by the business optimization charges recorded in the third quarter of 2023.

The decrease in operating cash flow was primarily due to the timing of working capital changes, partially offset by higher net income in 2023, when excluding the non-cash impact of the business optimization charges recorded in the third quarter of 2023, as well as the non-recurrence of the Subscriber Settlement Agreement payment made in September 2022.

Membership

Potential impacts discussed below are based upon sensitivity analyses performed on our financial position as of December 31, [removed: 2023.][added: 2024.]

Investments in fixed maturity securities include corporate securities, which account for [removed: 48%] [added: 53%] of our total fixed maturity securities at December 31, [removed: 2023] [added: 2024] and are subject to credit/default risk.

A 100 basis point increase in interest rates would result in an approximate [removed: $1,414] [added: $383] decrease in fair value, whereas a 100 basis point decrease in interest rates would result in an approximate [removed: $1,497] [added: $383] increase in fair value.

Our equity portfolio is comprised of large capitalization and small capitalization [added: exchange-traded funds,] domestic equities, foreign [removed: equities, exchange-traded funds] [added: equities] and index mutual funds.

These investments are also [removed: indirectly] subject to [added: credit quality risk, interest rate risk and] market valuation risk, as public market valuations will form a basis for valuations for these investments.

Given their [removed: illiquid nature, we focus on]

[added: illiquid nature, we focus on] appropriate sizing of these investments relative to our liquidity needs and risk tolerance.

As of December 31, [removed: 2023, 1%] [added: 2024, 4%] of our marketable investments were equity securities.

An immediate 10% decrease in each equity investment’s value, arising from market movement, would result in a fair value decrease of [removed: $23.][added: $119.]

Alternatively, an immediate 10% increase in each equity investment’s value, attributable to the same factor, would result in a fair value increase of [removed: $23.][added: $119.]

Our total long-term debt at December 31, [removed: 2023] [added: 2024] consisted of senior unsecured notes and subordinated surplus notes issued by one of our insurance subsidiaries.

At December 31, [removed: 2023,] [added: 2024,] the carrying value and estimated fair value of our long-term debt was [removed: $24,895] [added: $30,867] and [removed: $23,569,] [added: $28,460,] respectively.

As of December 31, [removed: 2023,] [added: 2024,] we recorded a net liability of [removed: $37,] [added: $142,] the estimated fair value of the swaps at that date.

A 100 basis point increase in interest rates would result in an approximate [removed: $59] [added: $1,424] decrease in fair value, whereas a 100 basis point decrease in interest rates would result in an approximate [removed: $59] [added: $1,527] increase in fair value.

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Elevance Health and its [added: direct and indirect] subsidiaries, referred to throughout this document as “we,” “us,” “our,” the “Company” or “Elevance Health,” is a leading health company bringing together the concepts of elevate and advance, in order to exemplify and follow our [removed: bold] purpose of improving the health of humanity.

Our strategy is to be a lifetime trusted health partner through the following four core [removed: focus areas:][added: competencies:]

We are one of the largest health insurers in the United States in terms of medical membership, serving approximately [removed: 47] [added: 45.7] million medical members through our affiliated health plans as of December 31, [removed: 2023.][added: 2024.]

[removed: We offer a broad spectrum of] network-based managed care risk-based plans to Individual, Employer Group, Medicaid and Medicare markets.

We provide services to the federal government in connection with our Federal Health Products & Services business, which administers the Federal [removed: Employees Health Benefits (“FEHB”) Program.][added: Employee Program® (“FEP®”).]

We provide an array of specialty services both to customers of our subsidiary health plans and [removed: also] to unaffiliated health plans, including pharmacy services, [added: stop loss insurance,] dental, [removed: vision, life, disability] [added: vision] and supplemental health insurance benefits, as well as integrated health services.

In addition, we serve members in numerous states as [removed: Amerigroup, Freedom Health, HealthSun, MMM, Optimum Healthcare, Simply Healthcare] [added: Wellpoint, Carelon, MMM] and/or [removed: Wellpoint.][added: Simply Healthcare.]

Through various subsidiaries, we also offer pharmacy services through our CarelonRx business, and other healthcare related services as Carelon [removed: Insights, Carelon Health, Carelon Behavioral Health] [added: Insights] and [removed: CareMore.][added: Carelon Health.]

[removed: As we announced in 2022, we are organizing] [added: We have organized] our brand portfolio into the following core go-to-market brands:

- Anthem Blue Cross/Anthem Blue Cross and Blue Shield — represents our [removed: existing] Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed plans;

- Wellpoint — [removed: we are uniting] [added: unites] select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and

We [removed: now] report our results of operations in the following four reportable segments: Health [removed: Benefits (aggregates our previously reported Commercial & Specialty Business and Government Business segments),] [added: Benefits,] CarelonRx, Carelon Services [removed: (previously included in our Other segment)] and Corporate & Other (our businesses that do not individually meet the quantitative thresholds for an operating segment, as well as corporate expenses not allocated to our other reportable segments).

Our value-based payment [removed: model supports] [added: models support] patient-centered care by improving collaboration between providers and health partners and delivering to our [removed: patients] [added: members] the right care, at the right time, in the right place.

Finally, we expect to continue to rationalize our portfolio of businesses and products and align our investments to optimize our core businesses, invest in high-growth opportunities, and accelerate [added: value creation through expanded] capabilities and services.

Advances in medical technology, including new specialty drugs, [added: and new indications for existing prescription drugs, changes in regulations,] the aging population and other demographic characteristics continue to contribute to rising healthcare costs.

Our managed care plans and products are designed to encourage providers and members to participate in quality, cost-effective health benefit programs by using the full range of our innovative medical management services, [removed: health-outcomes based] [added: health outcomes-based] initiatives and health quality-based financial incentives.

Changes to our business environment will continue as elected officials at the national and state levels [removed: enact, and both elected officials and candidates for election propose,] [added: enact] modifications to existing laws and regulations, including changes to [added: available subsidies,] taxes and fees.

Our results of operations are also impacted by levels and mix of membership, which [removed: can change] [added: has changed, and will continue to change,] as a result of the quality and pricing of our health benefits products and services, [added: Medicaid redeterminations,] an aging population, [added: healthcare utilization patterns, previously uninsured members entering the healthcare system, provider and member fraud,] economic conditions, changes in unemployment, the continued and future impact of large-scale [removed: emergencies like the COVID-19 pandemic,] [added: emergencies,] acquisitions, entry into new markets and expansions in or exits from existing markets.

These membership trends could be negatively impacted by various factors that could have a material adverse effect on our future results of operations such as general economic downturns that result in business failures, failure to obtain new customers or retain existing customers, premium increases, benefit changes, [removed: membership impacts caused by Medicaid redeterminations,] changes in how our members access healthcare [removed: services,] [added: services] or our exit from a specific market.

Through our participation in various federal government programs, we generated approximately [added: 31%,] 29% [added: and 28%] of our total consolidated revenues from agencies of the U.S. government for the [removed: year ended December 31, 2023 and 28% for the] years ended December 31, [removed: 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Our Health Benefits segment offers a comprehensive suite of health plans and services to our Individual, Employer Group risk-based, Employer Group fee-based, BlueCard®, Medicare, Medicaid and [removed: FEHB program] [added: FEP®] members.

Our [removed: Health Benefits] [added: CarelonRx] segment [removed: also] includes our [removed: National Government Services] [added: pharmacy services] business.

The Health Benefits segment offers health products on a full-risk basis; provides a broad array of administrative managed care services to our fee-based customers; and provides a variety of specialty and other insurance products and services such as stop loss, dental, [removed: vision, life, disability] [added: vision] and supplemental health insurance benefits.

CarelonRx markets and offers pharmacy [removed: services, including pharmacy benefit management (“PBM”) services,] [added: services] to our affiliated health plan customers, as well as to external customers outside of the health plans we own.

[added: CarelonRx offers a comprehensive portfolio of] pharmacy services, [added: which includes all core pharmacy services,] such as home delivery and specialty pharmacies, claims adjudication, formulary management, pharmacy networks, rebate administration, a prescription drug database and member services.

[removed: Our] Carelon [removed: Services segment] integrates physical, behavioral, social and pharmacy services to deliver whole health affordably by creating value through the offering of market-competitive services powered by analytics.

Our medical membership includes the following customer types: Individual, Employer Group risk-based, Employer Group fee-based, BlueCard®, Medicare, Medicaid and [removed: FEHB.][added: FEP®.]

In particular, our product development and marketing efforts take into account the differing characteristics between the various customers served by us, as well as the unique needs of educational and public entities, labor groups, the [removed: FEHB program,] [added: FEP®,] national employers and state-run programs servicing low-income, high-risk and underserved markets.

[removed: In the Individual markets, we offer on-exchange products through state- or federally-facilitated marketplaces (the “Public Exchange”) in compliance with the Patient] Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”) and off-exchange products.

Federal subsidies are available for certain members, subject to [removed: income and family size,] [added: eligibility,] who purchase Public Exchange products.

We [removed: also expect] [added: anticipate] growth in our Public Exchange membership as [added: former] Medicaid [removed: members who are] [added: members,] no longer eligible for Medicaid [removed: coverage] [added: coverage,] continue to [removed: exit the Medicaid program and] seek [added: alternative] coverage [removed: elsewhere.][added: options.]

Being a licensee of the BCBS association of companies, of which there were [removed: 34] [added: 33] independent primary licensees including us as of December 31, [removed: 2023,] [added: 2024,] provides significant market value, especially when competing for very large multi-state employer groups.

BlueCard® host members are generally members who reside in or travel to a state in which an Elevance Health subsidiary is the Blue Cross and/or Blue Shield licensee and who are covered under an [removed: employer-][added: employer-sponsored health plan serviced by a non-Elevance Health controlled BCBS licensee, which is the “home” plan.]

Non-BCBS-branded business refers to members in our [removed: non-BCBS-branded, or Wellpoint] [added: non-BCBS-branded] plans, which include [removed: Amerigroup, Freedom Health, HealthSun, MMM, Optimum Healthcare] [added: Wellpoint, MMM] and Simply Healthcare plans.

[removed: POS products] blend the characteristics of HMO, PPO and indemnity plans.

In addition, we perform certain administrative functions for BlueCard® host members, discussed under “Membership” above, including claims pricing and administration, for which we receive service fees from the BlueCard® members’ [added: home plans.]

- *Medicaid Plans and Other State-Sponsored Programs.* Our Medicaid business includes our managed care alternatives through public-funded healthcare programs, including Medicaid; Medicaid expansion programs; Temporary Assistance for Needy Families (“TANF”); programs for seniors and people with disabilities (“SPD”); Children’s Health Insurance [removed: Programs (“CHIP”); and specialty programs such as those focused on long-term services and support (“LTSS”), HIV/AIDS, children living in foster care, behavioral health and/or substance abuse disorders, and intellectual disabilities and/or developmental disabilities.]

In [removed: 2023,] [added: 2024,] we provided Medicaid and other state sponsored services, such as administrative services, in Arkansas, California, Colorado, District of Columbia, Florida, Georgia, Indiana, Iowa, Kentucky, Louisiana, Maryland, Minnesota, Missouri, Nebraska, Nevada, New Jersey, New York, North Carolina, Ohio, Puerto Rico, South Carolina, Tennessee, Texas, Virginia, Washington, West Virginia and Wisconsin.

- *Medicare Administrative Operations.* [removed: Through our NGS subsidiary, we] [added: We] serve as a fiscal intermediary, carrier and Medicare administrative contractor for the federal government by providing administrative services for the Medicare program, Parts A and B, which generally provides coverage for persons who are 65 or older and for persons who are under 65 and disabled or with end-stage renal disease.

Our subsidiary CarelonRx markets and offers pharmacy services to our affiliated health plan customers throughout the [removed: country in our Health Benefits segment,] [added: country,] as well as to customers outside of the health plans we own.



We offer a broad spectrum of

We report our results of operations in the following four reportable segments: Health Benefits, CarelonRx, Carelon Services and Corporate & Other (our businesses that do not individually meet the quantitative thresholds for an operating segment, as well as corporate expenses not allocated to our other reportable segments).

In addition, CarelonRx includes ambulatory infusion centers, added to our portfolio in March 2024 through our acquisition of Paragon Healthcare, Inc. and its subsidiaries.

Our Carelon Services segment integrates physical, behavioral, pharmacy, and social services with the aim of delivering whole health affordably by offering a broad array of healthcare related services and capabilities to internal and external customers through our Carelon Health and Carelon Insights businesses.

Our approach to cost management relies on capabilities including provider enablement, value-based networks, member engagement, and utilization management.

Our care delivery services primarily target serving chronic and complex populations by providing personalized care in the home and virtually.

As a part of Carelon Health, we completed our acquisition of RSV QOZB LTSS, Inc. and certain affiliated entities (d/b/a CareBridge) at the end of 2024, which provides virtual care to complex Medicaid and Medicare patients and supports plans in managing home and community-based services.

In the Individual markets, we offer on-exchange products through state- or federally-facilitated marketplaces (the “Public Exchange”) in compliance with the Patient

We continue to participate in the Public Exchange in nearly all of our Anthem Blue Cross and Anthem Blue Cross and Blue Shield service areas.

Additionally, we are entering select service areas in Florida, Maryland, and Texas in 2025, using our Simply Healthcare and Wellpoint brands, and we are actively evaluating expansion opportunities in additional marketplaces beyond 2025.

POS products

Programs (“CHIP”); and specialty programs such as those focused on long-term services and support (“LTSS”), HIV/AIDS, children living in foster care, behavioral health and/or substance abuse disorders, and intellectual disabilities and/or developmental disabilities.

*•Federal Employee Program*®*.* FEP® members consist of United States government employees and their dependents within our geographic markets.

Carelon

We can elect to have CVS continue to provide services to us for a three-year extension period on the same terms and conditions as in the current CVS Agreement in the event of a termination or non-renewal by either party.

Carelon Services integrates physical, behavioral, pharmacy, and social services with the aim of delivering whole health affordably by offering a broad array of healthcare related services and capabilities to internal and external customers through our Carelon Health and Carelon Insights businesses.

Carelon businesses promote affordability by managing complex areas of the healthcare system, leveraging data and insights to improve how our members receive safe, appropriate, high-quality care and providers are reimbursed accurately and timely.

Our approach to cost management relies on capabilities including provider enablement, value-based networks, member engagement, and utilization management.

Our care delivery services primarily target serving the chronic and complex populations by providing personalized care in the home and virtually.

- *Carelon Health:* Carelon Health*,* powered by clinical excellence, curates value-based whole health solutions for populations, one person at a time.

Carelon Medical Benefits Management provides specialty care enablement and utilization management support for specialized clinical domains.

Carelon Post Acute Solutions manages home health, post-acute institutional management, and durable medical equipment costs.

administration.

Carelon Care Navigation provides comprehensive care management services.

Our Carelon Advanced Primary Care business includes palliative care services and management of our partnership with Augusta Topco Holdings L.P. (“Mosaic Health”), a joint venture with Clayton, Dubilier & Rice (“CD&R”).

At the end of 2024, we completed our acquisition of CareBridge, which provides virtual care to complex Medicaid and Medicare patients and supports plans in managing home and community-based services.

- *Carelon Insights:* Carelon Insights aims to improve the health of the healthcare system by simplifying workflows and providing real-time insights.

Carelon Insights capabilities include payment integrity, subrogation, clinical data exchange through our HealthOS platform, research and data services, reporting and clinical analytics, and information technology services and global business process support.

Strong competition within the pharmacy industry has

Seasonality in our Medicaid business can vary depending on the timing of the recognition of premium rates during the year, and we typically experience additional costs in our Medicare business in the fourth quarter to support the annual enrollment period.

Our Carelon Services segment engages in risk-based contracts with members across many health plans including Elevance Health plans.

These risk-based contracts allow our Health Benefits segment to reduce medical expense variability by replacing seasonal claims costs with agreed-upon pricing.

Seasonality in our Carelon Services segment aligns with the claims and revenue seasonality for services covered, which can vary by Carelon product and line of business.

As the year progresses, members will generally reach their deductible and out-of-pocket maximum limit, and benefit expense in our Carelon Services businesses will typically increase to cover member costs.

Our medical policy committee determines our national policies

care and supporting their transition back into the home.

We have invested in a number of strategies to improve how we address health related social needs.

We have also implemented our “Food as Medicine” strategy across many of our lines of business to create interventions that not only prevent, manage, and treat diseases but also address food and nutrition insecurity among our members.

- *Whole Health* – Partner to address physical, behavioral and social needs to improve health, affordability, quality, equity, and access for individuals and communities.

- *Exceptional Experiences* – Put the consumers we serve at the center of all that we do, personalizing engagement to meet consumers where they are and optimize health outcomes across individuals and populations.

- *Care Provider Enablement* – Be the easiest payer to work with by supporting care provider partners with data, insights, and tools they need to deliver exceptional care for our consumers.

- *Digital Platform* – Use digital technologies such as AI to transform the way we operate our business and interact with consumers by driving improvements in efficiency and experiences and converting data into actionable insights.

- *Community* – We put people first

- *Diversity* – We value our differences

- *Integrity* – We build trust

*•Agility* – We embrace change

*•Leadership* – We lead by example

Our branding strategy reflects the evolution of our business from a traditional health insurance company to a lifetime, trusted health partner.

Given this evolution, we reviewed and modified how we manage our business, monitor our performance and allocate resources, and made changes to our reportable segments beginning in the first quarter of 2023.

During the fourth quarter of 2023, we moved our Carelon Global Solutions international businesses from the Corporate & Other reportable segment to the Carelon Services reportable segment.

All prior period reportable segment information has been reclassified for comparability to conform to the current presentation.

In 2022, we managed and presented our operations through the following four reportable segments: Commercial & Specialty Business, Government Business, CarelonRx and Other.

In the first quarter of 2023, we reorganized our reportable segments as described below.

Previously reported information in this Annual Report on Form 10-K has been reclassified to conform to the new presentation and reflect changes that occurred in 2023.

Our CarelonRx segment includes our pharmacy business.

CarelonRx offers a comprehensive pharmacy services portfolio, which includes all core

Carelon Services offers a broad array of healthcare related services and capabilities to internal and external customers including utilization management, behavioral health, integrated care delivery, palliative care, payment integrity services and subrogation services, as well as health and wellness programs.

At the end of 2023, Carelon Services integrated Carelon Global Solutions into the Carelon family of offerings.

The companies under Carelon Global Solutions have been providing services related to data management, information technology, and business operations since 2019 and were previously included within our Corporate & Other segment.

Further, CarelonRx was built to simplify pharmacy care and focus on the whole person, and we expect it will make it easier for our customers to achieve better health outcomes at a lower total cost of care while improving consumer experience.

We made the decision to expand our participation in the Individual state- or federally-facilitated marketplaces for 2024.

For 2024, we are offering Individual Public Exchange products in 141 of the 143 rating regions in which we operate, in comparison to 138 of the 143 rating regions in 2023.

sponsored health plan serviced by a non-Elevance Health controlled BCBS licensee, which is the “home” plan.

home plans.

◦*Life.* We offer an array of competitive individual and group term life insurance benefit products.

The life insurance products include term life and accidental death and dismemberment.

◦*Disability.* We offer short-term and long-term disability and leave of absence products.

*•Federal Employees Health Benefits Program.* FEHB members consist of United States government employees and their dependents within our geographic markets through our participation in the national contract between the BCBSA and the U.S. Office of Personnel Management.

Business units in Carelon Services offer a broad array of healthcare related services and capabilities to internal and external customers, including utilization management, behavioral health, integrated care delivery, palliative care, payment integrity services and subrogation services, health and wellness programs, information technology services and global business process support.

Key services offered include:

In a limited capacity, we also provide high-quality, evidence-based behavioral healthcare and counseling services through licensed clinicians in convenient and accessible locations.

*•Care Delivery*.

We provide highly integrated, personalized care to patients with chronic and complex conditions, whether in their home, care centers, mobile units, skilled nursing facilities, hospitals, or virtually.

Additionally, we provide non-hospice, community-based palliative care to deliver an extra layer of personalized support and whole-person care.

and financial stability.

A key element of this transformation involves a transition from traditional fee-for-service payment models to models where providers are paid based on the value, both in quality and affordability, of the care they deliver.

performed for our members.

We experience seasonality in our Health Benefits segment.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (assuming solely for the purposes of this calculation that all directors and executive officers of the registrant are “affiliates”) as of June 30, [removed: 2023] [added: 2024,] was approximately [removed: $104,634,460,663.][added: $116,687,067,115.]

As of February 1, [removed: 2024, 232,668,735] [added: 2025, 227,351,871] shares of the registrant’s common stock were outstanding.

Part III of this Annual Report on Form 10-K incorporates by reference information from the registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 15, 2024.][added: 14, 2025.]

For the Year Ended December 31, [removed: 2023][added: 2024]

| ITEM 1. | | | [removed: [BUSINESS](#i6736e128d90c462aafbe2c799f0802ec_16)] [added: [BUSINESS](#idc484dac8df5439c82ff754f0c4725d4_13)] | | | [removed: [3](#i6736e128d90c462aafbe2c799f0802ec_16)] [added: [3](#idc484dac8df5439c82ff754f0c4725d4_13)] | | | | | | | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i6736e128d90c462aafbe2c799f0802ec_19)] [added: FACTORS](#idc484dac8df5439c82ff754f0c4725d4_16)] | | | [removed: [23](#i6736e128d90c462aafbe2c799f0802ec_19)] [added: [23](#idc484dac8df5439c82ff754f0c4725d4_16)] | | | | | | | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i6736e128d90c462aafbe2c799f0802ec_22)] [added: COMMENTS](#idc484dac8df5439c82ff754f0c4725d4_19)] | | | [removed: [38](#i6736e128d90c462aafbe2c799f0802ec_22)] [added: [38](#idc484dac8df5439c82ff754f0c4725d4_19)] | | | | | | | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#i6736e128d90c462aafbe2c799f0802ec_2234)] [added: [CYBERSECURITY](#idc484dac8df5439c82ff754f0c4725d4_22)] | | | [removed: [38](#i6736e128d90c462aafbe2c799f0802ec_2234)] [added: [38](#idc484dac8df5439c82ff754f0c4725d4_22)] | | | | | | | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i6736e128d90c462aafbe2c799f0802ec_25)] [added: [PROPERTIES](#idc484dac8df5439c82ff754f0c4725d4_25)] | | | [removed: [39](#i6736e128d90c462aafbe2c799f0802ec_25)] [added: [39](#idc484dac8df5439c82ff754f0c4725d4_25)] | | | | | | | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i6736e128d90c462aafbe2c799f0802ec_28)] [added: PROCEEDINGS](#idc484dac8df5439c82ff754f0c4725d4_28)] | | | [removed: [39](#i6736e128d90c462aafbe2c799f0802ec_28)] [added: [40](#idc484dac8df5439c82ff754f0c4725d4_28)] | | | | | | | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i6736e128d90c462aafbe2c799f0802ec_31)] [added: DISCLOSURES](#idc484dac8df5439c82ff754f0c4725d4_31)] | | | [removed: [39](#i6736e128d90c462aafbe2c799f0802ec_31)] [added: [40](#idc484dac8df5439c82ff754f0c4725d4_31)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i6736e128d90c462aafbe2c799f0802ec_37)] [added: SECURITIES](#idc484dac8df5439c82ff754f0c4725d4_37)] | | | [removed: [40](#i6736e128d90c462aafbe2c799f0802ec_37)] [added: [41](#idc484dac8df5439c82ff754f0c4725d4_37)] | | | | | | | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#i6736e128d90c462aafbe2c799f0802ec_40)] [added: [\[RESERVED\]](#idc484dac8df5439c82ff754f0c4725d4_40)] | | | [removed: [42](#i6736e128d90c462aafbe2c799f0802ec_40)] [added: [42](#idc484dac8df5439c82ff754f0c4725d4_40)] | | | | | | | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i6736e128d90c462aafbe2c799f0802ec_43)] [added: OPERATIONS](#idc484dac8df5439c82ff754f0c4725d4_43)] | | | [removed: [42](#i6736e128d90c462aafbe2c799f0802ec_43)] [added: [43](#idc484dac8df5439c82ff754f0c4725d4_43)] | | | | | | | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i6736e128d90c462aafbe2c799f0802ec_61)] [added: RISK](#idc484dac8df5439c82ff754f0c4725d4_61)] | | | [removed: [64](#i6736e128d90c462aafbe2c799f0802ec_61)] [added: [65](#idc484dac8df5439c82ff754f0c4725d4_61)] | | | | | | | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i6736e128d90c462aafbe2c799f0802ec_64)] [added: DATA](#idc484dac8df5439c82ff754f0c4725d4_64)] | | | [removed: [66](#i6736e128d90c462aafbe2c799f0802ec_64)] [added: [67](#idc484dac8df5439c82ff754f0c4725d4_64)] | | | | | | | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i6736e128d90c462aafbe2c799f0802ec_175)] [added: DISCLOSURE](#idc484dac8df5439c82ff754f0c4725d4_178)] | | | [removed: [132](#i6736e128d90c462aafbe2c799f0802ec_175)] [added: [134](#idc484dac8df5439c82ff754f0c4725d4_178)] | | | | | | | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i6736e128d90c462aafbe2c799f0802ec_178)] [added: PROCEDURES](#idc484dac8df5439c82ff754f0c4725d4_181)] | | | [removed: [132](#i6736e128d90c462aafbe2c799f0802ec_178)] [added: [134](#idc484dac8df5439c82ff754f0c4725d4_181)] | | | | | | | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i6736e128d90c462aafbe2c799f0802ec_181)] [added: INFORMATION](#idc484dac8df5439c82ff754f0c4725d4_184)] | | | [removed: [135](#i6736e128d90c462aafbe2c799f0802ec_181)] [added: [137](#idc484dac8df5439c82ff754f0c4725d4_184)] | | | | | | | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i6736e128d90c462aafbe2c799f0802ec_184)] [added: INSPECTIONS](#idc484dac8df5439c82ff754f0c4725d4_190)] | | | [removed: [135](#i6736e128d90c462aafbe2c799f0802ec_184)] [added: [137](#idc484dac8df5439c82ff754f0c4725d4_190)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i6736e128d90c462aafbe2c799f0802ec_190)] [added: GOVERNANCE](#idc484dac8df5439c82ff754f0c4725d4_196)] | | | [removed: [135](#i6736e128d90c462aafbe2c799f0802ec_190)] [added: [137](#idc484dac8df5439c82ff754f0c4725d4_196)] | | | | | | | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i6736e128d90c462aafbe2c799f0802ec_193)] [added: COMPENSATION](#idc484dac8df5439c82ff754f0c4725d4_199)] | | | [removed: [135](#i6736e128d90c462aafbe2c799f0802ec_193)] [added: [137](#idc484dac8df5439c82ff754f0c4725d4_199)] | | | | | | | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i6736e128d90c462aafbe2c799f0802ec_196)] [added: MATTERS](#idc484dac8df5439c82ff754f0c4725d4_202)] | | | [removed: [135](#i6736e128d90c462aafbe2c799f0802ec_196)] [added: [137](#idc484dac8df5439c82ff754f0c4725d4_202)] | | | | | | | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i6736e128d90c462aafbe2c799f0802ec_199)] [added: INDEPENDENCE](#idc484dac8df5439c82ff754f0c4725d4_205)] | | | [removed: [136](#i6736e128d90c462aafbe2c799f0802ec_199)] [added: [138](#idc484dac8df5439c82ff754f0c4725d4_205)] | | | | | | | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i6736e128d90c462aafbe2c799f0802ec_202)] [added: SERVICES](#idc484dac8df5439c82ff754f0c4725d4_208)] | | | [removed: [136](#i6736e128d90c462aafbe2c799f0802ec_202)] [added: [138](#idc484dac8df5439c82ff754f0c4725d4_208)] | | | | | | | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i6736e128d90c462aafbe2c799f0802ec_208)] [added: SCHEDULES](#idc484dac8df5439c82ff754f0c4725d4_214)] | | | [removed: [137](#i6736e128d90c462aafbe2c799f0802ec_208)] [added: [139](#idc484dac8df5439c82ff754f0c4725d4_214)] | | | | | | | | |

| ITEM 16. | | | FORM 10-K SUMMARY | | | [removed: [141](#i6736e128d90c462aafbe2c799f0802ec_2243)] [added: [144](#idc484dac8df5439c82ff754f0c4725d4_217)] | | | | | | | | |

These risks and uncertainties include, but are not limited to: trends in healthcare costs and utilization rates; reduced enrollment; our ability to secure and implement sufficient premium rates; the impact of large scale medical emergencies, such as public health epidemics and pandemics, [removed: including COVID-19,] and other catastrophes; the impact of new or changes in existing federal, state and international laws or regulations, including laws and regulations impacting healthcare, insurance, pharmacy services and other diversified products and services, or their enforcement or application; the impact of cyber-attacks or other privacy or data security incidents or [removed: breaches or] our failure to comply with any privacy, data or security laws or regulations, including any investigations, claims or litigation related thereto; [added: failure to effectively maintain and modernize our] information [removed: technology disruptions;] [added: systems; failure of our information systems or technology, including artificial intelligence, to operate as intended; failure to effectively maintain the availability and integrity of our data;] changes in economic and market conditions, as well as regulations that may negatively affect our liquidity and investment portfolios; competitive pressures and our ability to adapt to changes in the industry and develop and implement strategic growth opportunities; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon; our ability to maintain and achieve improvement in Centers for Medicare and Medicaid Services Star [removed: ratings] [added: Ratings] and other quality scores and funding risks with respect to revenue received from participation therein; a negative change in our healthcare product mix; costs and other liabilities associated with litigation, government investigations, audits or reviews; our ability to contract with providers on cost-effective and competitive terms; [removed: failure to effectively maintain and modernize our information systems;] risks associated with providing healthcare, pharmacy and other diversified products and services, including medical malpractice or professional liability claims and non-compliance by any party with the pharmacy services agreement between us and CaremarkPCS Health, L.L.C.; [added: the effects of any negative publicity related to the health benefits industry in general or us in particular;] risks associated with mergers, acquisitions, joint ventures and strategic alliances; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; possible restrictions in the payment of dividends from our subsidiaries and increases in required minimum levels of capital; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; the potential negative effect from our substantial amount of outstanding indebtedness and the risk that increased interest rates or market volatility could impact our access to or further increase the cost of financing; a downgrade in our financial strength ratings; [removed: the effects of any negative publicity related to the health benefits industry in general or us in particular;] events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; intense competition to attract and retain employees; risks associated with our international operations; and various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations.

| [PART I](#idc484dac8df5439c82ff754f0c4725d4_10) | | | | | | | | | | | | | | |

| [PART II](#idc484dac8df5439c82ff754f0c4725d4_34) | | | | | | | | | | | | | | |

| [PART III](#idc484dac8df5439c82ff754f0c4725d4_193) | | | | | | | | | | | | | | |

| [PART IV](#idc484dac8df5439c82ff754f0c4725d4_211) | | | | | | | | | | | | | | |

| [SIGNATURES](#idc484dac8df5439c82ff754f0c4725d4_262) | | | | | | [151](#idc484dac8df5439c82ff754f0c4725d4_262) | | | | | | | | |

| [PART I](#i6736e128d90c462aafbe2c799f0802ec_13) | | | | | | | | | | | | | | |

| [PART II](#i6736e128d90c462aafbe2c799f0802ec_34) | | | | | | | | | | | | | | |

| [PART III](#i6736e128d90c462aafbe2c799f0802ec_187) | | | | | | | | | | | | | | |

| [PART IV](#i6736e128d90c462aafbe2c799f0802ec_205) | | | | | | | | | | | | | | |

| [SIGNATURES](#i6736e128d90c462aafbe2c799f0802ec_259) | | | | | | [148](#i6736e128d90c462aafbe2c799f0802ec_259) | | | | | | | | |

We operate in a [removed: highly-regulated] [added: highly regulated] industry.

We also conduct periodic reviews and updates to uphold our security [removed: standards.][added: standards, including implementation of tabletop crises exercises.]

Our management [removed: has implemented] [added: implements] ongoing and annual risk assessment processes to identify and manage risks that could affect our ability to safeguard sensitive data or provide reliable transaction [removed: processing.][added: processing and to minimize financial risk exposure.]

As of December 31, [removed: 2023,] [added: 2024,] no known cybersecurity threats have materially affected, or are reasonably likely to materially affect, the Company, including our business strategy, cash flows, financial condition or results of [removed: operations.][added: operations; however, future cybersecurity incidents or threats may materially affect us, including by affecting our business strategy, results of operations or financial conditions.]

[removed: Governance] [added: Management] and [removed: Management] [added: Governance] of Cybersecurity Risk

Our Board [removed: of Directors (“Board”)] oversees and guides our business and oversees our exposure to major [added: risks, including steps taken by management to monitor and mitigate cybersecurity] risks.

The Board receives [added: and reviews] periodic reports from management on various risks, and delegates to its Audit Committee certain oversight responsibilities.

The Board monitors cybersecurity risks and receives a report at least quarterly from our [removed: Chief Information Security Officer (the “CISO”)] [added: CISO] regarding our Information Security Program.

In addition, certain cybersecurity incidents are escalated to the Board in accordance with our [removed: escalation criteria] [added: Plan] as described [removed: below.][added: above.]

[removed: We have] [added: To manage our cybersecurity risk, we employ] a cross-organizational steering committee, the Information Security Steering Committee (“ISSC”), that supports [added: the] direction and governance of our enterprise-wide Information Security Program.

The ISSC is chaired by [removed: the CISO] [added: our Chief Information Security Officer (“CISO”)] and is comprised of accountable senior business leaders including [removed: the] [added: our] Chief Compliance Officer (“CCO”), Chief Risk Officer (“CRO”), legal counsel, and human resources, procurement and business segment leaders.

To evaluate cybersecurity and privacy incidents and enable [removed: the Company] [added: us] to comply with public disclosure requirements, we have [added: a Privacy and Security Incident Response and Reporting Policy and Procedure (the “Policy”) with] defined escalation criteria [added: (the “Plan”)] in support of our incident response processes.

Our associates, including those responsible for cybersecurity, are evaluated for competence, including the knowledge and skills necessary to accomplish tasks that define associates’ roles and responsibilities and undergo regular training regarding [added: security-awareness,] privacy, [removed: security,] ethics and compliance.

[removed: We use] [added: In addition to] our [added: internal] Information Security teams, [removed: as well as] [added: we also utilize] trusted third-party [removed: auditors,] [added: auditors and] recognized cybersecurity consultants and certified assessors, to assess cybersecurity risks, related controls, and alignment to relevant regulatory and legal requirements.

A third party evaluates our [removed: Information Security Program] [added: information security policies, standards] and control environment at least annually.

Assessments [added: and testing protocols] are performed against industry best practices and widely recognized security frameworks.

Our cybersecurity and risk management programs are part of our continuously evolving enterprise-wide risk management practices.

Aligned and measured against the National Institute of Standards and Technology (NIST) Cybersecurity Framework, recognized best practices and standards for cybersecurity and information technology, industry and government standards and other guidelines, our cybersecurity and risk management programs utilize policies, processes, and technologies to identify, assess, manage and mitigate cybersecurity risks and threats we face.

These risks include, but are not limited to, regulatory compliance; third-party management, including risks from business partners and software providers; mergers and acquisitions; system availability and disruption of business operations; data use and security; vulnerability and configuration management; fraud and extortion; and reputation risk.

The steps we take to reduce vulnerability to cyber-attacks and to mitigate and remediate the impact of cybersecurity incidents in a timely and coordinated manner include, but are not limited to: establishing information security policies and standards, implementing information protection processes, tools and technologies, monitoring information technology systems for cybersecurity threats, coordinating internal reporting, assessing cybersecurity risk profiles of key third-parties, implementing cybersecurity training and collaborating with public and private organizations on cyber threat information and best practices.

We face many cybersecurity risks in connection with our business.

In addition to the ISSC, we have defined risk functions to cover overall enterprise risks and information technology and cybersecurity risks within our enterprise risk management framework, including, but not limited to: our IT Risk Management program, led by our CISO; our Responsible Artificial Intelligence (“RAI”) Program, led by our Chief Digital Information Officer; Compliance, led by our CCO; Internal Audit, led by our Chief Audit Executive (“CAE”); Enterprise Risk Management programs led by our CRO; Third-Party Risk Management, comprised of business and information security leaders; IT due diligence processes, led by business, technology and information security leaders; and our Corporate Insurance Program, including cybersecurity insurance, led by our Treasurer.

The Plan provides a framework to our Cyber Incident Response Taskforce, comprised of our Chief Privacy Officer (“CPO”), CISO and applicable legal counsel and business and corporate services leaders, for responding to cybersecurity incidents.

The Policy, together with the Plan, identifies applicable requirements for incident disclosure and reporting and also provides protocols for incident evaluation based on facts and circumstances of each incident, including the use of third-party service providers and partners, processes for notification and internal escalation of information to our senior management, including to our chief legal officer and CEO, a subcommittee of our SEC disclosure committee, and ultimately, our Board of Directors and appropriate Board committees.

The Policy also addresses requirements for our external reporting obligations.

The Policy is reviewed and updated, as necessary, under the leadership of our CISO and CPO.

We work to identify and manage cybersecurity risks through established processes and accountability.

These risks include, but are not limited to:

- Regulatory compliance

- Third-party management, including risks from business partners and software providers

- Mergers and acquisitions

- System availability and disruption of business operations

- Data security

- Vulnerability and configuration management

- Fraud and extortion

- Reputational risk

In addition to the ISSC, we have defined risk functions to cover overall enterprise risks and information technology and cybersecurity risks, including:

- IT Risk Management program led by the CISO

- Compliance led by the CCO

- Internal Audit led by Chief Audit Executive (“CAE”)

- Enterprise Risk Management programs led by the CRO

- Third-Party Risk Management, comprised of business and information security leaders

- IT Due Diligence, comprised of business, technology and information security leaders

- Corporate Insurance Program, including cybersecurity insurance, led by the Treasurer

We have a Cyber Incident Response Taskforce, comprised of our Chief Privacy Officer, our CISO, and applicable legal counsel and business and corporate services leaders, which is responsible for reviewing such incidents and reporting relevant incidents to a subcommittee of our disclosure committee in order to assess the materiality of an incident as well as reporting to the senior leadership team, the chief legal officer, the CEO and ultimately the Board based on the facts and circumstances of an incident.

[removed: Our facilities] support our various business segments.

We operate in a hybrid workforce environment and believe that our properties are adequate and suitable for our business as presently [removed: conducted; however, we are continuing to evaluate our real estate strategy in response to the changing needs of our workforce and business.][added: conducted.]

Our facilities

\-39-

\-40-

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As of February 1, [removed: 2024,] [added: 2025,] there were [removed: 48,679] [added: 46,307] shareholders of record of our common stock.

1Total number of shares purchased includes [removed: 3,572] [added: 6,616] shares delivered to or withheld by us in connection with employee payroll tax withholding upon exercise or vesting of stock awards.

During the year ended December 31, [removed: 2023,] [added: 2024,] we repurchased [removed: 5,773,932] [added: 6,661,737] shares at an aggregate cost of [removed: $2,676] [added: $2,900] under the program, including the cost of options to purchase shares.

[removed: On January 24, 2023,] [added: The most recent authorized increase to the program was $8,000 on October 15, 2024 by] our Audit Committee, pursuant to authorization granted by the Board of [removed: Directors, authorized a $5,000 increase to our common stock repurchase program.][added: Directors.]

The following Performance Graph and related information compares the cumulative total return to shareholders of our common stock for the period from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] with the cumulative total return over such period of (i) the Standard & Poor’s 500 Stock Index (the “S&P 500 Index”) and (ii) the Standard and Poor’s 500 Health Care Index (the “S&P 500 Health Care Index”).

The graph assumes an investment of $100 on December 31, [removed: 2018] [added: 2019] in each of our common stock and these indices (and the reinvestment of all dividends).

][added: 24.jpg](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000010/elv-20241231_g4.jpg)]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

Based upon an initial investment of $100 on December 31, [removed: 2018] [added: 2019] with dividends reinvested.

| October 1, 2024 to October 31, 2024 | | | | | | | | | 801,484 | | | | | | 421.93 | | | | | | 798,055 | | | | | | $ | 10,774 | |

| November 1, 2024 to November 30, 2024 | | | | | | | | | 1,859,856 | | | | | | 409.95 | | | | | | 1,856,962 | | | | | | 10,013 | | |

| December 1, 2024 to December 31, 2024 | | | | | | | | | 1,858,281 | | | | | | 383.93 | | | | | | 1,857,988 | | | | | | 9,300 | | |

| | | | | | | | | | 4,519,621 | | | | | | | | | | | | 4,513,005 | | | | | | | | |

| Elevance Health, Inc. | | | | | | $ | 100 | | | | | $ | 108 | | | | | $ | 157 | | | | | $ | 176 | | | | | $ | 164 | | | | | $ | 130 | |

| S&P 500 Index | | | | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| S&P 500 Health Care Index | | | | | | 100 | | | | | | 113 | | | | | | 143 | | | | | | 140 | | | | | | 143 | | | | | | 147 | | |

| October 1, 2023 to October 31, 2023 | | | | | | | | | 216,670 | | | | | | $ | 452.69 | | | | | 215,962 | | | | | | $ | 5,031 | |

| November 1, 2023 to November 30, 2023 | | | | | | | | | 866,646 | | | | | | 461.05 | | | | | | 866,041 | | | | | | 4,632 | | |

| December 1, 2023 to December 31, 2023 | | | | | | | | | 914,923 | | | | | | 473.05 | | | | | | 912,664 | | | | | | 4,200 | | |

| | | | | | | | | | 1,998,239 | | | | | | | | | | | | 1,994,667 | | | | | | | | |

\-40-

| Elevance Health, Inc. | | | | | | $ | 100 | | | | | $ | 116 | | | | | $ | 125 | | | | | $ | 183 | | | | | $ | 205 | | | | | $ | 191 | |

| S&P 500 Index | | | | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

| S&P 500 Health Care Index | | | | | | 100 | | | | | | 121 | | | | | | 137 | | | | | | 173 | | | | | | 170 | | | | | | 173 | | |

\-42-

Years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| Reports of Independent Registered Public Accounting Firm (PCAOB ID:42) | | | [removed: [67](#i6736e128d90c462aafbe2c799f0802ec_67)] [added: [68](#idc484dac8df5439c82ff754f0c4725d4_67)] | | |

| Consolidated Balance Sheets | | | [removed: [69](#i6736e128d90c462aafbe2c799f0802ec_73)] [added: [70](#idc484dac8df5439c82ff754f0c4725d4_73)] | | |

| Consolidated Statements of Income | | | [removed: [70](#i6736e128d90c462aafbe2c799f0802ec_79)] [added: [71](#idc484dac8df5439c82ff754f0c4725d4_79)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [71](#i6736e128d90c462aafbe2c799f0802ec_82)] [added: [72](#idc484dac8df5439c82ff754f0c4725d4_82)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [72](#i6736e128d90c462aafbe2c799f0802ec_85)] [added: [73](#idc484dac8df5439c82ff754f0c4725d4_85)] | | |

| Consolidated Statements of Shareholders’ Equity | | | [removed: [73](#i6736e128d90c462aafbe2c799f0802ec_88)] [added: [74](#idc484dac8df5439c82ff754f0c4725d4_88)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [74](#i6736e128d90c462aafbe2c799f0802ec_91)] [added: [75](#idc484dac8df5439c82ff754f0c4725d4_91)] | | |

We have audited the accompanying consolidated balance sheets of Elevance Health, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 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, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(c) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 21, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or [removed: disclosures] [added: disclosure] to which it relates.

| Description of the Matter | | | | | | Medical claims payable was [removed: $16,111] [added: $15,746] million at December 31, [removed: 2023,] [added: 2024,] a significant portion of which related to the Company’s estimate for claims that are incurred but not paid. As discussed in Note 2 to the consolidated financial statements, the Company’s liability for incurred but not paid claims is determined using actuarial methods that include a number of factors and assumptions, including completion factors, which represent the average percentage of total incurred claims that have been paid through a given date after being [removed: incurred based on historical paid claims data,] [added: incurred,] and trend factors, which represent an estimate of claims expense based on recent claims expense levels and healthcare cost levels. There is significant uncertainty inherent in determining management’s best estimate of completion and trend factors, which are used to calculate actuarial estimates of incurred but not paid claims. | | |

| | | | | | | To test the Company’s liability for incurred but not paid claims, our audit procedures included, among others, testing the completeness and accuracy of the underlying claims and membership data recorded in the source claims processing and disbursement systems to the data used by management in developing completion and trend factor assumptions and agreeing a sample of incurred and paid claims to source documentation. With the support of actuarial specialists, we [removed: analyzed] [added: evaluated] the [removed: Company’s completion] [added: methodologies applied by the Company in determining the actuarially determined liability] and [added: management's actuarial assumptions, including] trend [added: and completion] factor [removed: assumptions] [added: assumptions, used in their analysis] based on historical claim experience and [removed: emerging cost trends and] independently calculated a range of reasonable reserve estimates for comparison to management’s best estimate of the liability for incurred but not paid claims. Additionally, we performed a review of the prior period liabilities for incurred but not paid claims to subsequent claims development. | | |

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 6,526] [added: 8,288] | | | | | $ | [removed: 7,387] [added: 6,526] | |

| Fixed maturity securities (amortized cost of [removed: $30,446] [added: $25,879] and [removed: $28,226;] [added: $30,446;] allowance for credit losses of [removed: $4] [added: $6] and [removed: $9)] [added: $4)] | | | [removed: 29,614] [added: 25,201] | | | | | | [removed: 25,952] [added: 29,614] | | |

| Equity securities | | | [removed: 229] [added: 1,192] | | | | | | [removed: 953] [added: 229] | | |

| Premium receivables | | | [removed: 7,902] [added: 8,011] | | | | | | [removed: 7,083] [added: 7,902] | | |

| Self-funded receivables | | | [removed: 4,558] [added: 5,044] | | | | | | [removed: 4,663] [added: 4,558] | | |

| Other receivables | | | [removed: 5,405] [added: 6,016] | | | | | | [removed: 4,298] [added: 5,405] | | |

| Other current assets | | | [removed: 5,795] [added: 4,700] | | | | | | [removed: 5,281] [added: 5,795] | | |

| Total current assets | | | [removed: 60,029] [added: 58,942] | | | | | | [removed: 55,617] [added: 60,029] | | |

| Fixed maturity securities (amortized cost of [removed: $890] [added: $1,049] and [removed: $789;] [added: $890;] allowance for credit losses of $0 and $0) | | | [removed: 876] [added: 1,035] | | | | | | [removed: 752] [added: 876] | | |

| Other invested assets | | | [removed: 6,107] [added: 9,749] | | | | | | [removed: 5,685] [added: 6,107] | | |

| Property and equipment, net | | | [removed: 4,359] [added: 4,652] | | | | | | [removed: 4,316] [added: 4,359] | | |

| Goodwill | | | [removed: 25,317] [added: 28,277] | | | | | | [removed: 24,383] [added: 25,317] | | |

| Other intangible assets | | | [removed: 10,273] [added: 12,094] | | | | | | [removed: 10,315] [added: 10,273] | | |

| Other noncurrent assets | | | [removed: 1,967] [added: 2,140] | | | | | | [removed: 1,687] [added: 1,967] | | |

| Total assets | | | $ | [removed: 108,928] [added: 116,889] | | | | | $ | [removed: 102,755] [added: 108,928] | |

| Medical claims payable | | | $ | [removed: 16,111] [added: 15,746] | | | | | $ | [removed: 15,596] [added: 16,111] | |

| Other policyholder liabilities | | | [removed: 5,600] [added: 4,204] | | | | | | [removed: 5,933] [added: 5,600] | | |

| Unearned income | | | [removed: 1,402] [added: 1,508] | | | | | | [removed: 1,112] [added: 1,402] | | |

| Accounts payable and accrued expenses | | | [removed: 6,910] [added: 6,927] | | | | | | [removed: 5,607] [added: 6,910] | | |

| Short-term borrowings | | | [removed: 225] [added: 365] | | | | | | [removed: 265] [added: 225] | | |

| Current portion of long-term debt | | | 1,649 | | | | | | [removed: 1,500] [added: 1,649] | | |

| Other current liabilities | | | [removed: 9,894] [added: 10,029] | | | | | | [removed: 9,683] [added: 9,894] | | |

| Total current liabilities | | | [removed: 41,791] [added: 40,581] | | | | | | [removed: 39,696] [added: 41,791] | | |

| Long-term debt, less current portion | | | [removed: 23,246] [added: 29,218] | | | | | | [removed: 22,349] [added: 23,246] | | |

| Reserves for future policy benefits | | | [removed: 778] [added: 190] | | | | | | [removed: 803] [added: 778] | | |

February 20, 2025

| Assets held for sale | | | 490 | | | | | | — | | |

| Liabilities held for sale | | | 153 | | | | | | — | | |

| Gain on sale of business | | | 201 | | | | | | — | | | | | | — | | |

| Net loss (gain) attributable to noncontrolling interests | | | 9 | | | | | | (4) | | | | | | 6 | | |

| Gain on sale of business | | | (201) | | | | | | — | | | | | | — | | |

| Proceeds from sales of subsidiaries, net of cash sold | | | 363 | | | | | | — | | | | | | — | | |

| Less cash and cash equivalents included in assets held for sale at end of year | | | (66) | | | | | | — | | | | | | — | | |

| December 31, 2023 | | | 233.1 | | | | | | 2.0 | | | | | | 8,868.0 | | | | | | 31,749.0 | | | | | | (1,313.0) | | | | | | 99.0 | | | | | | 39,405.0 | | | | | | | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 5,980 | | | | | | — | | | | | | (9) | | | | | | 5,971 | | | | | | | | |

| Other comprehensive income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 166 | | | | | | (6) | | | | | | 160 | | | | | | | | |

| Noncontrolling interests adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27 | | | | | | 27 | | | | | | | | |

| Repurchase and retirement of common stock, including excise tax | | | (6.7) | | | | | | — | | | | | | (262) | | | | | | (2,662) | | | | | | — | | | | | | — | | | | | | (2,924) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 31, 2024 | | | 227.5 | | | | | | $ | 2 | | | | | $ | 8,911 | | | | | $ | 33,549 | | | | | $ | (1,147) | | | | | $ | 111 | | | | | $ | 41,426 | | | | | | | |

December 31, 2024

Our consolidated financial

statements include the accounts of Elevance Health, Inc. and subsidiaries that we control, including variable interest entities for which we are the primary beneficiary.

We are considered the primary beneficiary if we have the power to direct the variable interest entity's most significant economic activities, and we have the right to receive benefits or obligations to absorb losses that could be significant to the entity.

We evaluate the following criteria: (1) the structure and purpose of the entity; (2) the risks and rewards created by and shared through the entity; and (3) our ability to direct its activities, receive its benefits and absorb its losses relative to the other parties involved with the entity.

The carrying value of these investments are written down, or impaired, to fair value when a decline in value is considered to be other-than temporary.

In applying the equity method (including assessment for other-than temporary impairment), we use financial information provided by the LPs and investee companies, generally on a one-to three-month lag.

We consolidate investee companies in certain other instances where it is deemed to exercise control, or is considered the primary beneficiary of a variable interest entity.

to us.

Qualitative analysis involves assessing situations and developments that could affect key

Put and call options on large blocks of equity securities are initially recorded at fair value; however, they are not subsequently marked to market.

contracts for these transactions.

As part of our international operations, we conduct transactions in foreign currencies, which exposes us to risks associated with fluctuations in foreign currency exchange rates.

To manage this exposure, we utilize forward contracts to hedge expenses that are denominated in currencies other than the U.S. dollar.

These forward contracts are designated as cash flow hedges and qualify for hedge accounting treatment under the applicable accounting standards.

Also included are our risk-adjustment payables for certain risk-adjustment programs.

The risk-adjustment programs reallocate funds from insurers with lower risk populations to insurers with higher risk populations based on the relative risk scores of participants.

We estimate our payable based on the risk of our customers compared to the risk of other customers in the same state and market, considering data obtained from industry studies and HHS.

Payables are recorded as adjustments to premium revenue based on our year-to-date experience when the amounts are reasonably estimable and collection is reasonably assured.

Final revenue adjustments are determined by HHS in the year following the policy year.

For contracts that

Recent Accounting Guidance Not Yet Adopted: In November 2024, the FASB issued Accounting Standards Update No. 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses* (“ASU 2024-03”).

This standard requires additional expense breakdowns in the footnotes for items such as inventory purchases, employee compensation, depreciation, and intangible asset amortization.

Public companies must also provide a qualitative description of remaining expense amounts not separately disclosed, as well as the definition and total amount of selling expenses.

The amendments are to be applied either prospectively to financial statements issued for reporting periods after the effective date of the update, or retrospectively to all prior periods presented in the financial statements.

\-66-

February 21, 2024

| | | | | | | | | | | | |

| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 21 | | |

| Dividends per share | | | $ | 5.92 | | | | | $ | 5.12 | | | | | $ | 4.52 | |

| January 1, 2021 | | | 245.4 | | | | | | $ | 3 | | | | | $ | 9,244 | | | | | $ | 23,802 | | | | | $ | 138 | | | | | $ | — | | | | | $ | 33,187 | | | | | | | |

| Other comprehensive loss | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (335) | | | | | | (2) | | | | | | (337) | | | | | | | | |

| Accumulated noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 79 | | | | | | 79 | | | | | | | | |

| Repurchase and retirement of common stock | | | (5.1) | | | | | | (1) | | | | | | (192) | | | | | | (1,707) | | | | | | — | | | | | | — | | | | | | (1,900) | | | | | | | | |

| Convertible debenture repurchases and conversions | | | — | | | | | | — | | | | | | (259) | | | | | | — | | | | | | — | | | | | | — | | | | | | (259) | | | | | | | | |

| December 31, 2021 | | | 241.8 | | | | | | 2 | | | | | | 9,148 | | | | | | 27,142 | | | | | | (197) | | | | | | 68 | | | | | | 36,163 | | | | | | | | |

| Adoption of Accounting Standards Update 2020-06 (Note 2) | | | — | | | | | | — | | | | | | — | | | | | | (23) | | | | | | — | | | | | | — | | | | | | (23) | | | | | | | | |

| December 31, 2023 | | | 233.1 | | | | | | $ | 2 | | | | | $ | 8,868 | | | | | $ | 31,749 | | | | | $ | (1,313) | | | | | $ | 99 | | | | | $ | 39,405 | | | | | | | |

Our branding strategy reflects the evolution of our business from a traditional health insurance company to a lifetime, trusted health partner.

Given this evolution, we reviewed and modified how we manage our business, monitor our performance and allocate resources, and made changes to our reportable segments beginning in the first quarter of 2023.

During the fourth quarter of 2023, we moved our Carelon Global Solutions international businesses from the Corporate & Other reportable segment to the Carelon Services reportable segment.

All prior period reportable segment information has been

reclassified for comparability to conform to the current presentation.

The accompanying consolidated financial statements and the notes to the consolidated financial statements have been recast and are presented as they would have appeared had we changed our reportable segments, discussed in Note 20, “Segment Information,” and adopted the long-duration contracts accounting standard, discussed in this Note 2 below, prior to January 1, 2023.

probability of default, including changes in credit ratings and estimates regarding timing and amount of recoveries associated with a default.

and estimates were to be used.

We attempt to

Liabilities for pension and other postretirement benefits are reported with noncurrent assets, current liabilities and noncurrent liabilities based on the amount by which the actuarial present value of benefits payable in the next twelve months included in the benefit obligation exceeds the fair value of plan assets.

If

Determination of premium deficiencies for longer duration life and disability contracts includes consideration of investment income.

Reserves for Future Policy Benefits: Reserves for future policy benefits include liabilities for life and long-term disability insurance policy benefits based upon interest, mortality and morbidity assumptions from published actuarial tables, modified based upon our experience.

contract.

Product revenue includes ingredient costs (net of any rebates or discounts), including any co-payments and subsidies made by or on behalf of the customer, and administrative fees.

issued at the fair value of the stock on the grant date.

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, *Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity* (“ASU 2020-06”)*.* The amendments eliminate two of the three accounting models that require separate accounting for convertible features of debt securities, simplify the contract settlement assessment for equity classification, require the use of the if-converted method for all convertible instruments in the diluted shareholders’ earnings per share calculation and expand disclosure requirements.

We adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition method, which resulted in an increase to our reported debt outstanding of $31, a decrease to our deferred tax liabilities of $8, and a corresponding cumulative-effect reduction to our opening retained earnings of $23, by eliminating the bifurcation of the embedded conversion option.

These amounts were not material to our overall consolidated financial position.

Use of the if-converted method did not have an impact on our overall shareholders’ earnings per share calculation.

Prior to the acquisition, BioPlus was one of the largest independent specialty pharmacy organizations in the United States.

BioPlus seeks to connect payors and providers of specialty pharmaceuticals to meet the medication therapy needs of patients with complex medical conditions.

The intangible assets and goodwill acquired were assigned to our Health Benefits reportable segment.

Pending Divestiture

The divestiture is expected to close in the first half of 2024 and is subject to standard closing conditions and customary approvals.

Pending Acquisitions

The acquisition is expected to close in the first half of 2024 and is subject to standard closing conditions and customary approvals.

We carried out an evaluation as of December 31, [removed: 2023,] [added: 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.

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, [removed: 2023.][added: 2024.]

As permitted by the U.S. Securities and Exchange Commission, management's assessment as of December 31, [removed: 2023] [added: 2024] did not include the Internal Control of [removed: BioPlus Parent, LLC and subsidiaries,] [added: these acquired entities,] which are included in the Company's consolidated financial statements as of December 31, [removed: 2023.][added: 2024.]

Such operations of [removed: BioPlus Parent, LLC] [added: Paragon Healthcare, Inc., Centers Plan for Health Living LLC, Centers for Specialty Care Group IPA, LLC,] and [removed: subsidiaries constituted 2%] [added: RSV QOZB LTSS, Inc.] and [removed: 4%] [added: certain] of [added: its affiliated entities constituted 5% of] the Company's total assets and [added: 11% of the Company's] net assets, respectively, as of December 31, [removed: 2023,] [added: 2024] and 1% [removed: and 0%] of the Company's total revenues and [added: 0% of the Company's] net income, respectively, for the year then ended.

Based on management’s assessment, [removed: 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, [removed: 2023] [added: 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, [removed: 2023,] [added: 2024,] and has also issued an audit report dated February [removed: 21, 2024,] [added: 20, 2025,] on the effectiveness of the Company’s Internal Control as of December 31, [removed: 2023,] [added: 2024,] which is included in this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Elevance Health, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 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, [removed: 2023,] [added: 2024,] based on the COSO criteria.

As indicated in the accompanying [removed: Management’s] [added: Management's] Report on Internal Control over Financial Reporting, [removed: management’s] [added: management's] assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: BioPlus Parent, LLC] [added: Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC,] and [removed: subsidiaries,] [added: RSV QOZB LTSS, Inc. and certain affiliated entities,] which [removed: is] [added: are] included in the [removed: 2023] [added: 2024] consolidated financial statements of the Company and constituted [removed: 2%] [added: 5%] and [removed: 4%] [added: 11%] of total and net assets, respectively, as of December 31, [removed: 2023] [added: 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 [removed: BioPlus Parent, LLC] [added: Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC,] and [removed: subsidiaries.][added: 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 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, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(c) and our report dated February [removed: 21, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

\-134-

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.

\-135-

February 20, 2025

\-136-

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

February 21, 2024

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.

Peter D.

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.

The information required by this Item concerning our [removed: 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 [removed: 2024] [added: 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.

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 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 [removed: 2024] [added: 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.

Securities authorized for issuance under our equity compensation plans as of December 31, [removed: 2023] [added: 2024] are as follows:

2Includes 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: [removed: 2,984,903] [added: 2,863,293] stock options, [removed: 527,664] [added: 500,096] unvested restricted stock units, and [removed: 1,226,466] [added: 1,051,828] performance stock units (assuming that the outstanding performance stock units are earned at the maximum award level).

[added: 4Excludes securities reflected in the first column, “Number of securities to be issued upon exercise of outstanding options, warrants and rights.”] Includes [removed: 11,812,885] [added: 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, [removed: 2023.][added: 2024.]

Includes [removed: 4,164,308] [added: 4,011,385] shares of common stock available for issuance under the Stock Purchase Plan at December 31, [removed: 2023.][added: 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 [removed: 2024] [added: 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.

| Equity compensation plans approved by shareholders as of December 31, 2024 | | | 4,415,217 | | | $361.36 | | | 14,215,732 | | |

\-137-

| Equity compensation plans approved by shareholders as of December 31, 2023 | | | 4,739,034 | | | $327.13 | | | 15,977,193 | | |

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

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 [removed: 2024] [added: 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.

The information required by this Item concerning principal accountant fees and services is incorporated herein by reference from our definitive Proxy Statement for our [removed: 2024] [added: 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-

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Shareholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| 3.2 | | | | | | [Bylaws of the Company, as amended [removed: effective](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm) [October](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm) [4, 2023](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)[,] [added: effective October 4, 2023,] incorporated by reference to Exhibit [removed: 3.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)[1](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm) [to] [added: 3.1 to] the Company’s Current Report on Form 8-K filed [removed: on](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm) [October] [added: on October] 5, [removed: 2023](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)[.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)] [added: 2023.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)] | | | | | | | | |

| | | | | | | (g) | | | [Form of [removed: 3.500%] [added: 4.650%] Notes due [removed: 2024,] [added: 2044,] incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K filed on August 12, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex43.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex44.htm)] | | | | | |

| | | | | | | (h) | | | [Form of [removed: 4.650%] [added: 4.850%] Notes due [removed: 2044,] [added: 2054,] incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to the Company’s Current Report on Form 8-K filed on August 12, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex44.htm)] [added: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex45.htm)] | | | | | |

| | | | | | | [removed: (i)] [added: (a)] | | | [Form of [removed: 4.850%] [added: 3.650%] Notes due [removed: 2054,] [added: 2027,] incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on [removed: August 12, 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex45.htm)] [added: November 21, 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex45.htm)] | | | | | |

| | | | | | | [removed: (a)] [added: (b)] | | | [Form of [removed: 3.350%] [added: 4.375%] Notes due [removed: 2024,] [added: 2047,] incorporated by reference to Exhibit [removed: 4.4] [added: 4.6] to the Company’s Current Report on Form 8-K filed on November 21, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex44.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex46.htm)] | | | | | |

| | | | | | | [removed: (b)] [added: (o)] | | | [Form of [removed: 3.650%] [added: 5.350%] Notes due [removed: 2027,] [added: 2025,] incorporated by reference to Exhibit [removed: 4.5] [added: 4.1] to the Company’s Current Report on Form 8-K filed on November [removed: 21, 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex45.htm)] [added: 4, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex41.htm)] | | | | | |

| | | | | | | [removed: (c)] [added: (p)] | | | [Form of [removed: 4.375%] [added: 5.500%] Notes due [removed: 2047,] [added: 2032,] incorporated by reference to Exhibit [removed: 4.6] [added: 4.2] to the Company’s Current Report on Form 8-K filed on November [removed: 21, 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex46.htm)] [added: 4, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex42.htm)] | | | | | |

| | | | | | | [removed: (d)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex41.htm) | | | | | |

| | | | | | | [removed: (e)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex42.htm) | | | | | |

| | | | | | | [removed: (f)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex41.htm) | | | | | |

| | | | | | | [removed: (g)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex42.htm) | | | | | |

| | | | | | | [removed: (h)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex43.htm) | | | | | |

| | | | | | | [removed: (i)] [added: (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.](https://www.sec.gov/Archives/edgar/data/1156039/000119312520133805/d926925dex42.htm) | | | | | |

| | | | | | | [removed: (j)] [added: (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.](https://www.sec.gov/Archives/edgar/data/1156039/000119312520133805/d926925dex43.htm) | | | | | |

| | | | | | | [removed: (k)] [added: (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.](https://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex42.htm) | | | | | |

| | | | | | | [removed: (l)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex43.htm) | | | | | |

| | | | | | | [removed: (m)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex44.htm) | | | | | |

| | | | | | | [removed: (n)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex41.htm) | | | | | |

| | | | | | | [removed: (o)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex42.htm) | | | | | |

| | | | | | | [removed: (p)] [added: (q)] | | | [Form of [removed: 5.350%] [added: 6.100%] Notes due [removed: 2025,] [added: 2052,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Company’s Current Report on Form 8-K filed on November 4, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex41.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)] | | | | | |

| | | | | | | [removed: (q)] [added: (s)] | | | [Form of [removed: 5.500%] [added: 4.750%] Notes due [removed: 2032,] [added: 2033,] incorporated by reference to Exhibit 4.2 to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] Current Report on Form 8-K filed on [removed: November 4, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex42.htm)] [added: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)] | | | | | |

| | | | | | | [removed: (r)] [added: (t)] | | | [Form of [removed: 6.100%] [added: 5.125%] Notes due [removed: 2052,] [added: 2053,] incorporated by reference to Exhibit 4.3 to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] Current Report on Form 8-K filed on [removed: November 4, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)] [added: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)] | | | | | |

| | | | | | | [removed: (s)] [added: (r)] | | | [Form of 4.900% Notes due 2026, incorporated by reference to Exhibit 4.1 to the Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s Current Report on Form 8-K filed on February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex41.htm) | | | | | |

| | | | | | | [removed: (t)] [added: (y)] | | | [Form of [removed: 4.750%] [added: 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[7](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[5](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[0%] Notes due [removed: 2033,] [added: 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[30](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[,] incorporated by reference to Exhibit [removed: 4.2 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)[3](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm) [to] the [removed: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on [removed: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)] [added: October 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex43.htm)] | | | | | |

| | | | | | | [removed: (u)] [added: (v)] | | | [Form of [removed: 5.125%] [added: 5.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)[375](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)[%] Notes due [removed: 2053,] [added: 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)[34](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)[,] incorporated by reference to Exhibit [removed: 4.3 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)[3](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm) [to] the [removed: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on [removed: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)] [added: May 30, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)] | | | | | |

| 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, [removed: 2022](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit47-20221231forform1.htm)[.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit47-20221231forform1.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit47-20221231forform1.htm)] | | | | | | | | |

| 10.1 | | | * | | | [Elevance Health Incentive Compensation Plan, as amended and restated effective June 28, [removed: 2022](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm)[,](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm) [incorporated] [added: 2022, incorporated] by reference to Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm) [](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm)[to] [added: 10.1 to] the Company's Annual Report on Form 10-K for the [removed: year](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm) [ended] [added: year ended] December 31, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000007/exhibit101-20221231forform.htm) | | | | | | | | |

| | | | | | | [removed: (e)] [added: (f)] | | | [Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for [removed: 2020,] [added: 2021,] incorporated by reference to Exhibit [removed: 10.2(m)] [added: 10.2(n)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1156039/000115603920000028/exhibit102m-2020331for.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000115603921000041/exhibit102nanthem2021restr.htm)] | | | | | |

| | | | | | | [removed: (f)] [added: (g)] | | | [Form of Incentive Compensation Plan Performance Stock Unit Award Agreement for [removed: 2020,] [added: 2021,] incorporated by reference to Exhibit [removed: 10.2(n)] [added: 10.2(o)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020.](https://www.sec.gov/Archives/edgar/data/1156039/000115603920000028/exhibit102n-2020331for.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000115603921000041/exhibit102oanthem2021perfo.htm)] | | | | | |

| | | | | | | [removed: (g)] [added: (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.](https://www.sec.gov/Archives/edgar/data/1156039/000115603921000041/exhibit102manthem2021stock.htm) | | | | | |

| | | | | | | [removed: (h)] [added: (l)] | | | [Form of Incentive Compensation Plan Restricted Stock Unit Award Agreement for [removed: 2021,] [added: 2023,] incorporated by reference to Exhibit [removed: 10.2(n)] [added: 10.2(p)] to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000115603921000041/exhibit102nanthem2021restr.htm)] [added: 2023.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000054/exhibit102prsuagreement.htm)] | | | | | |

| | | | | | | [removed: (i)] [added: (p)] | | | [Form of Incentive Compensation [removed: Plan Performance Stock] [added: Plan](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102rpsuagreement.htm) [Performance](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102rpsuagreement.htm) [Stock] Unit Award Agreement for [removed: 2021,] [added: 2024,] incorporated by reference to Exhibit [removed: 10.2(o)] [added: 10.2(](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102rpsuagreement.htm)[r](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102rpsuagreement.htm)[)] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000115603921000041/exhibit102oanthem2021perfo.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102rpsuagreement.htm)] | | | | | |

| | | | | | | [removed: (j)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000115603922000081/exhibit102l2022stockoption.htm) | | | | | |

| | | | | | | [removed: (k)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000115603922000081/exhibit102m2022restricteds.htm) | | | | | |

| | | | | | | [removed: (l)] [added: (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.](http://www.sec.gov/Archives/edgar/data/1156039/000115603922000081/exhibit102n2022performance.htm) | | | | | |

\-139-

\-140-

| | | | | | | (u) | | | [F](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[orm of 5.150%](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm) [Notes due 2029, incorporated by re](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[ference to Exhibit 4.2 to the Company's Current R](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[eport on Form 8-K filed on May 30, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm) | | | | | |

| | | | | | | (w) | | | [Form of 5.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)[650](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)[% Notes due 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)[54](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)[4](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm) [to the Company's Current Report on Form 8-K filed on May 30, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm) | | | | | |

| | | | | | | (x) | | | [Form of](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm) [4.500](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm)[% Notes due 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm)[26](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm) [to the Company's Current Report on Form 8-K filed on](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm) [October 31](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm)[, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex42.htm) | | | | | |

| | | | | | | (z) | | | [Form of 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm)[9](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm)[50% Notes due 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm)[31](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm)[4](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm) [to the Company's Current Report on Form 8-K filed on October 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex44.htm) | | | | | |

| | | | | | | (aa) | | | [Form of](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm) [5](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[200](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[% Notes due 203](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[5](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm)[5](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm) [to the Company's Current Report on Form 8-K filed on October 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex45.htm) | | | | | |

| | | | | | | (bb) | | | [Form of 5.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm)[7](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm)[00% Notes due 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm)[55](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm)[6](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm) [to the Company's Current Report on Form 8-K filed on October 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex46.htm) | | | | | |

| | | | | | | (cc) | | | [Form of 5.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm)[850](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm)[% Notes due 20](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm)[64](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm)[, incorporated by reference to Exhibit 4.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm)[7](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm) [to the Company's Current Report on Form 8-K filed on October 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524248691/d888716dex47.htm) | | | | | |

\-141-

| | | | | | | (n) | | | [F](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm)[orm of Incentive Compensation Plan Nonqualified](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm) [Stock Option Award Agreement for 2024, incorporated by reference to Exhibit 10.2(](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm)[p](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm)[) to the Compan](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm)[y's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000115603924000066/exhibit102poptionagreement.htm) | | | | | |

\-142-

| 19.1 | | | | | | [E](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000010/exhibit191-20241231forform.htm)[levance Health](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000010/exhibit191-20241231forform.htm)[, Inc. Insider Trading Policy, last amen](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000010/exhibit191-20241231forform.htm)[ded January 31, 2025.](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000010/exhibit191-20241231forform.htm) | | | | | | | | |

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\-143-

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